TCR_Public/130220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 20, 2013, Vol. 17, No. 50

                            Headlines

AGRIPARTNERS LIMITED: Hollander Approved as Local Counsel
AMERICAN AIRLINES: Seeks Insurance Against Interest Rate Losses
AMERICAN AXLE: Inks $400MM Underwriting Pact with Merrill Lynch
AMERICAN MEDIA: Incurs $57.9 Million Net Loss in Fiscal Q3
AMERICAN NANO: Incurs $446,000 Net Loss in Fiscal 1st Quarter

ANCHOR BANCORP: Incurs $15.1 Million Net Loss in Dec. 31 Qtr.
ARCAPITA BANK: Asks for March 16 Hearing on Plan Disclosures
ARROW ALUMINUM: Bank Wants Case Moved to Jackson, Tennessee
ATP OIL & GAS: Deep-Water Auction Scheduled for March 26

BAKERS FOOTWEAR: Leases & Trademarks Set for Feb. 21 Auction
BEAZER HOMES: David Tepper Has 5.16% Equity Stake as of Dec. 31
BEAZER HOMES: Anchorage No Longer Shareholder as of Dec. 31
BEAZER HOMES: Paulson & Co. No Longer Shareholder as of Dec. 31
BILLMYPARENTS INC: Incurs $1.13-Mil. Loss in Dec. 31 Quarter

BRIER CREEK: Combined Hearing on Plan Moved to April 8
BRIGHTON BEACH: Madison Finances Purchase of Defaulted Note
BURCAM CAPITAL: Court Tosses Bid to Dismiss Chapter 11 Case
CAESARS ENTERTAINMENT: Completes $1.5-Bil. Senior Notes Offering
CAESARS ENTERTAINMENT: Paulson & Co. Has 9.9% Stake at Dec. 31

CASH STORE: Seven Nominees Elected to Board of Directors
CATALYST PAPER: Hackman Acquires Shuttered Paper Mill
CDC CORP: Morgan Joseph Aided Shareholders Achieve Recovery
CLEAR CHANNEL: Select Employees to Receive Add'l Bonus for 2013
CUMULUS MEDIA: Travis Hain Owns 4.6% of Class A Shares at Feb. 14

CUMULUS MEDIA: Canyon Capital Holds 16% Equity Stake at Dec. 31
DELUXE CORP: Charger Corp Holds 2% Equity Stake as of Dec. 31
DETROIT, MI: Former Mayor's Corruption Case Goes to Jury
DEWEY & LEBOEUF: Wants Removal Period Extended Until April 30
DEWEY & LEBOEUF: To Seek Approval of PBGC Deal on Feb. 27

DEX ONE: Restructuring Capital Holds 8% Equity Stake as Dec. 31
DREIER LLP: Ch. 11 Trustee Taps Starr to Recover $1.3M Judgment
DYNEGY INC: Bankr. Court Won't Enforce Plan Order on Class Suit
EASTBRIDGE INVESTMENT: Shares Copy of Presentation to Investors
EASTMAN KODAK: Rejecting Contract to Evade Incentives, Says Sony

ENERGYSOLUTIONS INC: ClearBridge Owns Less Than 1% as of Dec. 31
ENVISION SOLAR: Hikes Current Offering to 7.3 Million Units
FIRST SECURITY: Wellington No Longer Owns Shares as of Dec. 31
FIRST SECURITY: 401(k) Discloses 5.8% Equity Stake at Dec. 31
FLINTKOTE COMPANY: Plan Exclusivity Extended to Aug. 31

FREESEAS INC: June 17 Nasdaq Listing Compliance Deadline Set
GENERAL AUTO: 5th Amended Plan Offers Full Payment in 10 Years
GLENN SLATER: Dismissal of Sales and Use Tax Suit Affirmed
GLOBAL INDUSTRIAL: Bank. Ct. Affirms Confirmation of Ch. 11 Plan
GRAY TELEVISION: Litespeed Discloses 8% Equity Stake at Dec. 31

GREAT BASIN: Van Eck Discloses 12% Equity Stake as of Dec. 31
GREEN GOBLIN: Court Clarifies Dismissal Order; Retains Adv. Case
HARDAGE HOTELS: California First Wants Changes to Plan Outline
HAMPTON ROADS: Fir Tree Discloses 9.6% Equity Stake at Dec. 31
HAWKER BEECHCRAFT: Exits Chapter 11 Bankruptcy Process

HEMCON MEDICAL: Can Access BofA Cash Collateral Until Feb. 27
HERCULES OFFSHORE: Citadel Discloses 3% Equity Stake at Dec. 31
HOTEL AIRPORT: To Present Plan for Confirmation on March 19
INTEGRATED HEALTHCARE: Incurs $13.8MM Net Loss in Fiscal 3rd Qtr.
INTERFAITH MEDICAL: Ombudsman Taps DiConza Traurig as Counsel

INTERFAITH MEDICAL: Court Sets April 1 Claims Bar Date
INTERNATIONAL FUEL: J. Hennessy Holds 6% Stake as of Oct. 23
INTERSTATE EQUIPMENT: Evans Appeal in Suit vs. Joe Campbell Denied
INVESTORS CAPITAL: Files Schedules of Assets and Liabilities
JAMES KLINE: Can Assume Eugene Property Lease

JEFFREY PROSSER: DVI Court Revisits Ruling on Exemptions
JOLIET CROSSING: Bankruptcy Court Dismisses Chapter 11 Case
JUMP OIL: Taps Mariea Sigmund for Real Estate Issues
JUMP OIL: Proposes Wolff & Taylor as Accountants
KINBASHA GAMING: H. Takahama Owns 11% Equity Stake at Feb. 13

KINBASHA GAMING: M. Takahama Holds 62% Equity Stake at Feb. 13
LCI HOLDING: Texas DSHS to Have Copies of Ombudsman Reports
LEHMAN BROTHERS: Court OKs Committee Members' Fee Application
LIBERATOR INC: Reports $103,700 Net Income in Dec. 31 Quarter
LIBERTY HARBOR: Wants Plan Filing Period Extended to April 22

LIBERTY MEDICAL: Proposes Epiq as Claims and Noticing Agent
LIBERTY MEDICAL: Proposes Epiq as Administrative Advisor
LIBERTY MEDICAL: Taps Greenberg Traurig as Counsel
MCCLATCHY CO: BlueMountain Hikes Equity Stake to 7.6% at Dec. 31
MCSI INC: 6th Circ. Says CEO Needs More Than 7 Days in Prison

MID AMERICA BRICK: Has DIP Financing from ACP Consortium
MIKE TYSON: 2nd Cir. Keeps Ruling on Straight-Out Promotions Claim
MOMENTIVE SPECIALTY: Closes Tender Offer & Consent Solicitation
MSR RESORT: Lender Consents to Cash Collateral Use Until Feb. 28
MSR RESORT: DIP Loan Maturity Date Extended Until Feb. 28

NAVISTAR INTERNATIONAL: Amends Pooling and Servicing Agreement
NECH LLC: Hires KG Law as Bankruptcy Counsel
OMTRON USA: Court Okays Upshot Services as Claims Agent
OMTRON USA: Committee Retains Lowenstein Sandler as Counsel
OMTRON USA: Court Okays Duff & Phelps as Investment Banker

OVERSEAS SHIPHOLDING: Sells Three Ships, Seeks Exclusivity
PARAGON SHIPPING: Completes Debt Restructuring
PASQUINELLI HOMEBUILDING: Trustee Gets OK to Retain Consultant
PATRIOT COAL: UMMW Wants Discovery on Debtor Bid for Bonuses
PAWNSHOP MANAGEMENT: Court to Confirm 1st Modified Chap. 11 Plan

PEAK RESORTS: Hiring BDO Consulting to DIP Budget Developer
PEAK RESORTS: Appointment of Starr as Special Counsel Expanded
PENSON WORLDWIDE: Employs Paul Weiss, et al., as Professionals
PENSON WORLDWIDE: Creditors' Panel Hires Hahn, Cousins as Counsel
PENSON WORLDWIDE: Files Schedules of Assets and Liabilities

PHOENIX GARDEN: Gets OK to Use Cash Collateral Until March 13
PINNACLE AIRLINES: Apollo No Longer Owns Shares as of Dec. 31
PLANDAI BIOTECHNOLOGY: Timothy Matula Quits from Board
PORTER BANCORP: Mendon Capital Discloses 5% Stake at Dec. 31
PRECISION OPTICS: Inks Settlement with Investors and Director

PRESSURE BIOSCIENCES: Dr. Urdea Named to Board of Directors
RADIAN GROUP: Board Size Reduction Ok'd; May 15 Annual Meeting Set
READER'S DIGEST: Plans to Pay Foreign Creditors, Key Vendors
READER'S DIGEST: Proposes Epiq as Claims and Noticing Agent
RESIDENTIAL CAPITAL: Ally DIP Financing Terminated

RESIDENTIAL CAPITAL: Court OKs $39.4-Mil. Payment to Freddie Mac
RESIDENTIAL CAPITAL: Committee Advisors Disclose New Rates
REVEL CASINO: JPMorgan, Lenders Amend Credit Facility
REVEL CASINO: Has Deal With Lenders on Pre-Arranged Bankruptcy
RHYTHM & HUES: Fired Workers Commence Class Action Suit

SAN BERNARDINO, CA: Hires New City Manager
SAN DIEGO HOSPICE: Scripps Taking Over Hospice
SCHOOL SPECIALTY: Bankruptcy Professionals Hiring Sought
SCHOOL SPECIALTY: Executed DIP Agreements Filed
SCHOOL SPECIALTY: Wells Fargo No Longer Owns Shares as of Dec. 31

SINCLAIR BROADCAST: Amends Report on Newport Acquisition
SOUTHERN AIR: Has Until May 28 to File Chapter 11 Plan
SOUTHERN AIR: Seeks to Pay $96,600 to Retain 4 Key Employees
SOUTHERN MONTANA: New PSA is Cornerstone of Chap. 11 Plan
STRATUS MEDIA: Seaside 88 Holds 5.6% Equity Stake as of Dec. 31

SUPERMEDIA INC: Hayman Has 9.9% Stake as of Dec. 31
THQ INC: Young Conaway Approved as Bankruptcy Counsel
THQ INC: Kurtzman Carson Approved as Administrative Agent
THQ INC: Landis Rath Approved as Committee's Co-Counsel
TRANSGENOMIC INC: Austin Marxe Discloses 5% Stake at Dec. 31

TRI-STATE FINANCIAL: $1.1MM Fund Not Owned by Bankruptcy Estate
USG CORP: Incurs $125 Million Net Loss in 2012
VITRO SAB: Noteholders Bid for Relief Has Hearing Tomorrow
WESTINGHOUSE SOLAR: Brio Capital Owns 9% Equity Stake at Jan. 31
WM SIX FORKS: Mortgage Typo Costs Lender $1.5 Million Under Plan

ZALE CORP: Richard Breeden Stake Down to 0.4% as of Feb. 14

* IATA Has Cautious Outlook for the Airline Sector in 2013
* Miami Consumer Credit Default Rates Increase in January 2013
* Risk of Sovereign Defaults Lingers, Towers Watson Survey Shows

* Upcoming Meetings, Conferences and Seminars

                            *********

AGRIPARTNERS LIMITED: Hollander Approved as Local Counsel
---------------------------------------------------------
The Bankruptcy Court authorized Agripartners Limited Partnership
to employ Richard Hollander, Esq., and the law firm of Miller and
Hollander as local counsel for the Debtor, nunc pro tunc to
Dec. 24, 2012.  The hourly rates of MH's personnel are $110 for
legal assistants and $240 to $450 for attorneys, with Mr.
Hollander billing $450 per hour.

Agripartners Limited Partnership filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 12-19214) in Ft. Myers, Florida on
Dec. 24, 2012.  Philip J. Landau, Esq., at Shraiberg, Ferrara &
Landau, P.A., serves as general bankruptcy counsel; Richard
Hollander, Esq., at Miller & Hollander serves as local counsel.
The Debtor estimated assets of at least $100 million and
liabilities of at least $50 million.


AMERICAN AIRLINES: Seeks Insurance Against Interest Rate Losses
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. isn't willing to hold up refinancing
$1.32 billion in aircraft bonds unless bondholders provide a bond
or the equivalent insuring the parent of American Airlines Inc.
won't sustain a loss if interest rates rise in the meantime.

The report relates that U.S. Bank NA, the indenture trustee for
the bondholders, is appealing from a Jan. 17 opinion by the
bankruptcy judge saying the debt can be repaid ahead of maturity
without payment of a make-whole premium.  AMR is intent on
refinancing to save $200 million by issuing $1.5 billion in new
aircraft bonds at today's lower interest rates.

The bank, the report discloses, filed papers last week for a stay
pending appeal, arguing it shouldn't be required to post a bond.
AMR pointed out in a filing on Feb. 15 that a 1% rise in interest
rates will cost $60 million in the refinancing.

According to the report, rather than post a bond, AMR suggested
that the indenture trustee agree that any losses be recovered by
deduction from the repayment on the bonds through the refinancing.
AMR also wants U.S. Bank to agree on an accelerated appeal with
briefing completed by mid-March.

The report notes that AMR already filed papers asking for the
appeal to be taken directly to the U.S. Court of Appeals, avoiding
an intermediate appeal in federal district court.  The appeal
involves issues never before decided under Section 1110 of the
U.S. Bankruptcy Code giving additional protection to lenders
holding loans secured by aircraft.

                         Merger Agreement

Mr. Rochelle also reports that in regulatory filings last week,
AMR included the definitive merger agreement with US Airways Group
Inc.  The filings also included a so-called merger support
agreement where creditors holding $1.2 billion in debt agree to
support the merger.

The papers require AMR to file a motion this week for court
approval of the support agreement. The agreement requires
consummation of the merger within 10 months.  The agreements don't
specify exactly when AMR must file the definitive Chapter 11 plan
and disclosure statement through which the merger will be carried
out.  The papers show that no distributions will be made on claims
between AMR and its subsidiaries such as American Airlines and
American Eagle.  The plan calls for existing shareholders to
receive 3.5 percent of the stock of the merged companies. Closing
at $1.30 the day before the announcement, the stock finished on
the price in two days' trading.

                     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 and US Airways Group, Inc., on Feb. 14, 2013 announced 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: Inks $400MM Underwriting Pact with Merrill Lynch
---------------------------------------------------------------
American Axle & Manufacturing, Inc., a wholly owned subsidiary of
American Axle & Manufacturing Holdings, Inc., and the subsidiary
guarantors entered into an underwriting agreement with Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as the representative
of the several underwriters, to sell $400 million aggregate
principal amount of 6.25% senior notes due 2021 in an offering
registered pursuant to the Securities Act of 1933, as amended.
The Notes will be guaranteed on a senior unsecured basis by the
Company and certain of AAM's current and future subsidiaries.  A
copy of the Underwriting Agreement is available for free at:

                         http://is.gd/PAFdnL

                         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 MEDIA: Incurs $57.9 Million Net Loss in Fiscal Q3
----------------------------------------------------------
American Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $57.93 million on $85.31 million of total operating revenues
for the three months ended Dec. 31, 2012, as compared with a net
loss of $2.93 million on $87.77 million of total operating
revenues for the same period during the prior year.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of $61.15 million on $262.42 million of total operating
revenues, as compared with a net loss of $1.15 million on
$285.90 million of total operating revenues for the same period a
year ago.

The Company's balance sheet at Dec. 31, 2012, showed $575.72
million in total assets, $656.03 million in total liabilities, $3
million in redeemable noncontrolling interest, and a $83.30
million total stockholders' deficit.

MI Chairman and Chief Executive Officer David Pecker said, "For
Calendar Year 2012, the consumer magazine advertising market was
down 8% versus 2011.  This general market decline, coupled with
the impact of Superstorm Sandy, impacted AMI's third fiscal
quarter advertising revenue, which was down $2 million, or 9%."

"The revenue shortfall was totally offset by the management action
plans we implemented in fiscal year 2012 and fiscal year 2013,"
continued Mr. Pecker.  "These revenue enhancements and expense
reductions more than offset the revenue shortfalls and resulted in
a 22% increase in Adjusted EBITDA for the quarter to $26 million."

AMI Executive Vice President and Chief Financial Officer Chris
Polimeni said, "We will continue to operate our business in a
disciplined fashion for the balance of fiscal 2013, targeting the
opportunities outlined in our management action plans, and project
to realize $13 million of cost savings related to SG&A, staff and
production, as well as revenue enhancements of $8 million from
publishing special edition magazines under the Star, OK!, National
Enquirer, Shape, Men's Fitness and other key AMI brands."

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

                       http://is.gd/zrbtdf

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan. The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

                           *    *     *

As reported by the TCR on Jan. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+ ' from 'B-'.

"The downgrade conveys our expectation that continued declines in
circulation and advertising revenues will outweigh the company's
cost reductions, resulting in deteriorating operating performance,
rising debt leverage, and thinning discretionary cash flow," said
Standard & Poor's credit analyst Hal Diamond.


AMERICAN NANO: Incurs $446,000 Net Loss in Fiscal 1st Quarter
-------------------------------------------------------------
American Nano-Silicon Technologies, Inc., reported a net loss of
$445,684 on $33,396 of revenues for the three months ended
Dec. 31, 2012, compared with a net loss of $216,009 on $0 revenues
for the three months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $28.5 million
in total assets, $14.7 million in total liabilities, and
stockholders' equity of $13.8 million.

The Company had negative cash flow from operations for the three
months ended Dec. 31, 2012, and the Company's current liabilities
exceed its current assets by $7.3 million as of that date.  The
Company suspended manufacturing operations in May 2011 as part of
an effort to relocate the production facilities.  The Company
resumed limited production on Jan. 2, 2012.

According to the regulatory filing, the current cash and inventory
level will not be sufficient to support the Company's resumption
of its normal operations and repayments of the loans.  "These
factors raise substantial doubt about the Company's ability to
continue as a going concern.  The Company will need additional
funds to meet its operating and financing obligations until
sufficient cash flows are generated from anticipated production to
sustain operations and to fund future development and financing
obligations."

A copy of the Form 10-Q is available at http://is.gd/LJ3MPW

                        About American Nano

Based in Sichuan, China, American Nano-Silicon Technologies, Inc.,
has been primarily engaged in the business of manufacturing and
distributing refined consumer chemical products through its
subsidiaries, Nanchong Chunfei Nano-Silicon Technologies Co.,
Ltd., Sichuan Chunfei Refined Chemicals Co., Ltd.,  and Sichuan
Hedi Veterinary Medicines Co., Ltd.

The Company reported a net loss of $2.1 million on $89,378 of
revenues in fiscal 2012, compared with net income of $3.4 million
on $16.1 million of revenues in fiscal 2011.

Friedman LLP, in New York, noted that the Company suspended its
operations in May 2011.  "In addition, the Company has suffered
negative cash flows for the year ended Sept. 30, 2012, and has a
net working capital deficiency as of Sept. 30, 2012, that raises
substantial doubt about its ability to continue as a going
concern."


ANCHOR BANCORP: Incurs $15.1 Million Net Loss in Dec. 31 Qtr.
-------------------------------------------------------------
Anchor BanCorp Wisconsin Inc. incurred a net loss available to
common equity of $15.1 million, or $0.71 per common share, for the
three months ended Dec. 31, 2012.  This compares to a net loss
available to common equity $15.3 million, or $0.72 per common
share, for the three months ended Dec. 31, 2011.

The provision for credit losses decreased $3.7 million to $4.7
million for the three months ended Dec. 31, 2012, compared to $8.4
million in the same period in the previous year.  The improvement
was largely due to a lower required allowance for losses on
impaired loans, reflecting the relatively steady quarter-over-
quarter decrease in non-performing loans since June 2010.

Non-interest income totaled $11.8 million, up $1.1 million or 10%,
compared to the same period in the previous year.  The increase
was primarily due to improved results from loan sales and loan
servicing income; partially offset by lower net gains on sale of
other real estate owned.

"We are pleased to report our tenth consecutive quarter of capital
ratios above the threshold to be considered adequately
capitalized," stated Chris Bauer, president and chief executive
officer of the Corporation and the Bank.  "This is also the fourth
consecutive quarter in which our capital ratios have increased
over the previous quarter.  The improvement in Bank capital ratios
is primarily due to the tremendous effort expended to resolve
issues in the credit portfolios and the resulting decrease in
assets.  Despite lower asset totals again this quarter, we are
continuing to make progress on implementing strategies to increase
Bank profitability by slowing asset runoff to improve our net
interest margin," Bauer added.

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

                        http://is.gd/I4irot

                       About Anchor Bancorp

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

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

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

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


ARCAPITA BANK: Asks for March 16 Hearing on Plan Disclosures
------------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the Bankruptcy Court to
schedule for March 16, 2013, at 10:00 a.m. the hearing to
consider, among other things, the approval of the disclosure
statement in support of their Joint Plan of Reorganization, dated
Feb. 8, 2013.

Consistent with the Case Management Order dated March 22, 2012,
the Debtors have established March 11, 2013, at 4:00 p.m. as the
deadline to file objections or responses to the proposed
disclosure statement.

The Debtors further request the Court to set May 8, 2013, at 4:00
p.m. as the voting deadline, and set the hearing on confirmation
of the Plan for June 7, 2013, at 11:00 a.m. or as soon thereafter
as counsel can be heard.

As reported in the TCR on Feb. 14, 2013, the Debtors' Plan
contemplates, among others, the entry of the Debtors into a
$185 million Murabaha exit facility that will allow the Debtors to
wind down their businesses and assets for the benefit of all
creditors and stakeholders.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ARROW ALUMINUM: Bank Wants Case Moved to Jackson, Tennessee
-----------------------------------------------------------
Citizens National Bank filed an emergency motion asking the U.S.
Bankruptcy Court for the Western District of Tennessee, Western
Division, to enter an order transferring Arrow Aluminum
Industries, Inc.'s Chapter 11 case to the Eastern Division.

First Citizens National Bank is a secured creditor having security
in certain property of the Debtor located in Weakley County,
Tennessee.  First Citizens notes that according to the Debtor's
schedules, the Debtor is a corporation with its principal business
location and business assets located in Weakly County, Tennessee.

"[G]iven the circumstances of this debtor, the proper venue for
this action is the Eastern Division of the United States
Bankruptcy Court for the Western District of Tennessee located in
Jackson, Tennessee," the bank tells the court.

Counsel to First Citizens can be reached at:

         Mark D. Johnston, Esq.
         Attorney for FCNB
         217 W. Market
         P.O. Box 1326
         Dyersburg, TN 38025-1326
         Tel: (731) 285-7726

                       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.


ATP OIL & GAS: Deep-Water Auction Scheduled for March 26
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil & Gas Corp. will sell deep-water wells and
drilling leases at auction on March 26, under procedures approved
Feb. 14 by the U.S. Bankruptcy Court in Houston.  The judge
previously called for a Feb. 26 auction for shallow-water
properties.

According to the report, initial indications of interest for the
deep-water assets are due March 5.  Preliminary bids must be
submitted by March 19, prior to the March 26 auction and a hearing
on March 28 for approval of the sale.

The judge also signed a formal order giving interim approval for
an additional loan of $11.8 million.  The financing was opposed by
the official creditors' committee, which has been seeking
appointment of a Chapter 11 trustee or conversion of the case to
liquidation in Chapter 7 where a trustee is appointed
automatically.

The report notes that the interim financing order bars ATP from
paying $3 million in professional fees that otherwise would be
paid on Feb. 21.  ATP is being required by lenders to sell the
assets as the result of violation of covenants in the loan
agreement financing the Chapter 11 effort that began in August.

ATP was authorized in September 2012 to borrow $250 million as
part of a financing converting about $365 million in pre-
bankruptcy secured debt into a post-bankruptcy obligation.  New
financing is from some of the lenders owed $365 million on a
first-lien loan with Credit Suisse AG serving as agent.  Bank of
New York Mellon Trust Co. is agent for the second-lien notes.  The
new loan comes in ahead of the existing second-lien debt.

                         About ATP Oil

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

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

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

Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New
York, represents the Official Committee of Unsecured Creditors.


BAKERS FOOTWEAR: Leases & Trademarks Set for Feb. 21 Auction
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that what's left of retailer Bakers Footwear Group Inc.
after inventory was sold in going-out-of-business sales will be
auctioned off on Feb. 21.  Unable to reorganize for lack of an
investor, Baker's remaining store inventory was sold in sales that
began in January and will end this month.

According to the report, the U.S. Bankruptcy Court in St. Louis
authorized the Chapter 7 trustee to hold an auction for the
remaining assets on Feb. 21.  Bids are due initially on Feb. 18. A
hearing to approve sale will take place Feb. 25.

The auction will include 54 leases, trademarks, intellectual
property and miscellaneous personal property.  Zigi USA LLC
already signed a contract with the trustee to pay $2.45 million
for the remaining assets.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, disclosing $41.9
million in assets and $59.5 million in liabilities.  Bakers
operated 215 stores as of the Chapter 11 filing. In November 2012,
the U.S. Bankruptcy Court in St. Louis authorized the company to
hire a joint venture between SB Capital Group LLC and Tiger
Capital Group LLC as agents to conduct closing sales for 150
stores.

Bakers' attempt at Chapter 11 reorganization was converted on
Jan. 18, 2013, to a liquidation in Chapter 7, where the trustee
was appointed.

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

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

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


BEAZER HOMES: David Tepper Has 5.16% Equity Stake as of Dec. 31
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, David A. Tepper and his affiliates disclosed that, as
of Dec. 31, 2012, they beneficially own 1,274,095 shares of common
stock of Beazer Homes USA, Inc., representing 5.16% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/D8Bh9Q

                         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: Anchorage No Longer Shareholder as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Anchorage Capital Group, LLC, and its
affiliates disclosed that, as of Dec. 31, 2012, they do not
beneficially own any shares of common stock of Beazer Homes USA,
Inc.  Anchorage previously reported beneficial ownership of
5,841,908 common shares or a 7.5% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/6BKIN1

                         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: Paulson & Co. No Longer Shareholder as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Paulson & Co. Inc. disclosed that, as of
Dec. 31, 2012, it does not beneficially own shares of common stock
of Beazer Homes USA, Inc.  Paulson previously reported beneficial
ownership of 5,834,339 common shares or a 7.54% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                         http://is.gd/WaCuY9

                         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.


BILLMYPARENTS INC: Incurs $1.13-Mil. Loss in Dec. 31 Quarter
------------------------------------------------------------
BillMyParents, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
and comprehensive loss of $1.13 million on $247,497 of revenue for
the three months ended Dec. 31, 2012, as compared with a net loss
and comprehensive loss of $4.25 million on $235,176 of revenue for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $6.80 million
in total assets, $18.13 million in total liabilities, all current,
$8.36 million in redeemable series B convertible preferred stock,
$1.03 million in redeemable common stock, and a $20.73 million
total stockholders' deficit.

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

                         http://is.gd/Lnq5W8

                         About BillMyParents

San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.

BillMyParents incurred a net loss and comprehensive net loss of
$25.71 million for the year ended Sept. 30, 2012, compared with a
net loss and comprehensive net loss of $14.21 million during the
prior year.

BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2012.


BRIER CREEK: Combined Hearing on Plan Moved to April 8
------------------------------------------------------
The Hon. Stephani W. Humrickhouse rescheduled to April 8, 2013, at
10 a.m., the combined hearing to consider confirmation of Brier
Creek Corporate Center Associates Limited Partnership, et al.'s
Chapter 11 Plan and approve the explanatory Disclosure Statement.

Objections, if any, to the adequacy of the information in the
Disclosure Statement and confirmation of Plan are due March 13.

Ballots accepting or rejecting the proposed Plan are due March 13.

The Court conditionally approved the Disclosure Statement on
on Jan. 22, and scheduled a March 20 hearing, which was later
moved to April 8.

According to the Disclosure Statement dated Jan. 21, 2013, the
Plan provides that the Debtors will

  (i) continue to manage, lease, market, develop, or sell the
      Debtors' projects in the ordinary course of business in
      order to generate income for the payment of allowed claims
      to the extent provided in the Plan;

(ii) borrow funds from AAC Retail Property Development and
      Acquisition Fund, LLC and AAC Property Investment Fund, LLC
      as necessary to pay the Debtors' operating expenses going
      forward and to fund payments under the Plan

(iii) pay in full all allowed secured and unsecured claims
      (Classes 1 through 10) within seven years after the
      effective date of the Plan,

(iv) pay any allowed claims of insiders (Class 11) after the
      payment of all allowed claims in Classes 1 through 10;

  (v) provide for the retention of equity interests (Class 12) in
      the Reorganized Debtors; and

(vi) provide for certain injunctions with respect to the
      continued prosecution of claims against third parties who
      have guaranteed the payment or collection of, or pledged
      assets to secure, any obligations of the Debtors to Bank of
      America, N.A.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/BRIER_CREEK_ds.pdf

                        Exclusivity Periods

In a separate filing, the Debtors requested that the Court extend
their exclusive period to solicit acceptances for its proposed
Plan until May 17, 2013.

The Debtors explained that given the complexity and the contested
nature of the consolidated cases, well as the uncertainty as to
the length of the confirmation hearing and the date by which the
hearing will be concluded, the Debtors anticipate that they may
not be able to conclude any evidentiary hearing on the
confirmation of the Plan by the current deadline (March 22, 2013)
to confirm the Plan.

                    About Brier Creek Corporate

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

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

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

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

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


BRIGHTON BEACH: Madison Finances Purchase of Defaulted Note
-----------------------------------------------------------
Madison Realty Capital on Feb. 19 announced the closing of
$12.75 million in note financing for the third-party purchase of a
defaulted note secured by the mixed-use development located at
3052 Brighton 1st Street, Brighton Beach, Brooklyn.  Madison
closed within three weeks of sourcing the transaction, working
rapidly to meet the borrower's year-end 2012 timing needs.

"This transaction was all about speed and certainty of execution.
Our platform enables us to quickly assess and underwrite
transitional deals and ultimately deliver funds to developers and
investors within their time constraints," said Josh Zegen, Co-
Founder and Managing Member of MRC.  "On this particular deal, the
borrower's strategy was to acquire the note and we facilitated
that with note purchase financing, which has become increasingly
popular over the past year."

3052 Brighton 1st Street is a 71,000-square-foot, 10-story mixed-
use apartment and commercial development featuring 41 residential
units, 7 commercial or community space units, and 34 parking
spaces.  Originally conceived as a condominium, the project was
financially distressed but is 95% complete with only finishing
touches on construction needed.  The borrower is acquiring the
defaulted mortgage with funding from MRC and contributing new
equity to the project, which cost in excess of $24 million to
build.  The current business plan is to obtain a certificate of
occupancy and proceed to market the units as condos or rentals in
this prime Brighton Beach location situated near popular shops and
restaurants.

                   About Madison Realty Capital

Founded in 2004, Madison Realty Capital is an institutionally
backed commercial real estate firm specializing in flexible debt
and equity financing solutions for middle-market transactions
throughout the United States.  MRC invests in the multifamily,
retail, office and industrial sectors and has completed
approximately $1 billion of transactions in 28 states to date.
MRC's vertically integrated platform encompasses origination,
servicing, asset management, property management and construction
management expertise to maximize the value of its investments.


BURCAM CAPITAL: Court Tosses Bid to Dismiss Chapter 11 Case
-----------------------------------------------------------
CWCapital Asset Management LLC filed a motion to dismiss (a) the
Chapter 11 case of Burcam Capital II, LLC, (b) the confirmation
hearing of the Debtor's Chapter 11 plan, and (c) the Debtor's
motion to designate ballots pursuant to 11 U.S.C. Section 1126(e).

After a hearing on the matters on January 31, and February 1,
2013, Judge J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina issued a ruling on February 15,
2013.  Judge Leonard held that the other provisions of Section
1129(a) were satisfied by the Debtor at the confirmation hearing.
Accordingly, the Debtor's Plan may be confirmed. CWCapital's
motion to dismiss, which was based on the Debtor's inability to
confirm a plan is DENIED.  Counsel for the Debtor is directed to
submit to the Court the standard order of confirmation,
accompanied by a restated plan consistent with the Court's
opinion.

The Debtor filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on June 28, 2012. On September 26, 2012, the
Debtor filed its Chapter 11 plan and disclosure statement.  An
order conditionally approving the disclosure statement and setting
a hearing on confirmation of plan was entered on September 27,
2012, with ballots due on November 29, 2012.  The ballot report,
filed on January 30, 2013, showed 18 rejecting votes and two
accepting votes.  All 18 rejections were voted by CWCapital. Two
of the rejections corresponded to CWCapital's secured claims,
treated in classes 3 and 4, and the other 16 rejections were
unsecured claims that CWCapital had purchased or otherwise been
assigned.  On December 12, 2012, the Debtor filed a first
modification to Chapter 11 plan and supplement to its disclosure
statement.  CWCapital filed objections to both the original
Chapter 11 plan and the modified plan and moved to dismiss the
case.

The case before Judge Leonard is IN RE: BURCAM CAPITAL II, LLC,
Chapter 11, Debtor, Case No. 12-04729-8-JRL.

A copy of the Bankruptcy Court's February 15, 2013 Order is
available at http://is.gd/uTouGGfrom Leagle.com.

                      About Burcam Capital

Owned by Raleigh, N.C. developer Neal Coker, Burcam Capital II LLC
filed for Chapter 11 protection (Bankr. E.D.N.C. Case No. 12-
04729) on June 28, 2012.  Judge J. Rich Leonard presides over the
Company's case.  Burcam Capital II listed both assets and
liabilities of between $10 million and $50 million in its filing.


CAESARS ENTERTAINMENT: Completes $1.5-Bil. Senior Notes Offering
----------------------------------------------------------------
Caesars Operating Escrow LLC and Caesars Escrow Corporation,
wholly owned subsidiaries of Caesars Entertainment Operating
Company, Inc., a wholly owned subsidiary of Caesars Entertainment
Corporation, completed the offering of $1,500,000,000 aggregate
principal amount of 9% Senior Secured Notes due 2020.

The notes were offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as
amended, and outside the United States, only to non-U.S. investors
pursuant to Regulation S under the Securities Act.  The notes have
not been registered under the Securities Act or any state
securities laws and may not be offered or sold in the United
States absent an effective registration statement or an applicable
exemption from registration requirements or a transaction not
subject to the registration requirements of the Securities Act or
any state securities laws.

Pursuant to an escrow agreement, dated as of Feb. 15, 2013, among
U.S. Bank National Association, as escrow agent and securities
intermediary, U.S. Bank National Association, as trustee, under
the Indenture, and the Escrow Issuers, the Escrow Issuers
deposited the gross proceeds of the offering of the notes,
together with additional amounts necessary to redeem the notes, if
applicable, into a segregated escrow account until the date that
certain escrow conditions are satisfied.  A copy of the Escrow
Agreement is available at http://is.gd/zCcOH6

The notes were issued pursuant to an indenture, dated as of
Feb. 15, 2013, among the Escrow Issuers, the Parent Guarantor, as
parent guarantor, and U.S. Bank National Association, as trustee.
A copy of the Indenture is available at http://is.gd/LnNCfL

In connection with the issuance of the notes, the Escrow Issuers
and the Parent Guarantor entered into a registration rights
agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as representative of the initial purchasers, relating to, among
other things, the exchange offer for the notes and the related
parent guarantee.  A copy of the Registration Rights Agreement is
available for free at http://is.gd/v3yR4b

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $28.34
billion in total assets, $28.22 billion in total liabilities and
$114.7 million in total Caesars stockholders' equity.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.


CAESARS ENTERTAINMENT: Paulson & Co. Has 9.9% Stake at Dec. 31
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Paulson & Co. Inc. disclosed that, as of Dec. 31,
2012, it beneficially owns 12,372,835 shares of common stock of
Caesars Entertainment Corporation representing 9.87% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/q1q7fu

                   About Hampton Roads Bankshares

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

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

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

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

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


CASH STORE: Seven Nominees Elected to Board of Directors
--------------------------------------------------------
At the annual general meeting of holders of common shares of The
Cash Store Financial Services Inc., the holders approved an
increase in the number of directors to seven and elected the
following directors to Board:

   (1) Gordon J. Reykdal;
   (2) William C. Dunn;
   (3) Edward C. McClelland;
   (4) Robert J.S. Gibson;
   (5) Albert (Al) Mondor;
   (6) Ron Chicoyne; and
   (7) Michael M. Shaw.

KPMG LLP was appointed as auditors of the Company to hold office
until the close of the next annual meeting of shareholders or
until their successors are appointed.  The directors were
authorized to fix the remuneration of the auditors.  The
shareholders voted against a resolution to adopt a policy on
corporate governance that divides the role of Chairman from the
position of CEO, and to amend any bylaws to reflect that the
Chairman is to be an independent Board member.  The Shareholders
voted against a resolution to take all necessary steps to delist
the Company's shares from the New York Stock Exchange and a
resolution to take all necessary steps to explore strategic
alternatives, including the potential disposal, of all of the non-
Canadian operations (including UK and Australia-based assets).

                    About Cash Store Financial

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

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

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

                          *     *     *

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

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believe that the registrar's
proposal could lead to similar actions in other territories.


CATALYST PAPER: Hackman Acquires Shuttered Paper Mill
-----------------------------------------------------
Hackman Capital Partners, LLC, a privately-held, asset-based
investment firm based in Los Angeles, confirmed the successful
acquisition of Catalyst Paper's shuttered paper mill and certain
other assets located in Snowflake, Arizona.  Catalyst Paper,
western North America's largest producer of mechanical printing
paper, closed the Snowflake facility in September.  Catalyst's
assets were sold at auction in New York City on December 17, 2012,
as part of restructuring proceedings in a Chapter 15 bankruptcy
matter filed in Delaware.  The assets sold at auction to the
Hackman-led consortium consisted primarily of the paper mill
improvements and personal property and 19,000 acres of real
property.  In a separate transaction through the auction, the
Snowflake Community Foundation acquired the Apache Railroad
Company and its 45 miles of track, which serve an important
economic development purpose for the entire Snowflake community.

The consortium of investors, led by Hackman Capital, includes
Hackman Capital Equipment Fund, PPL Group of Northbrook, IL,
Capital Recovery Group of Enfield, CT, Rabin Worldwide of San
Francisco, CA and community stakeholder Aztec Land and Cattle
Company Limited of Phoenix, AZ.  The transaction received state
and local support based upon the investors' willingness to
structure the acquisition so that the Apache Railroad could be
purchased from the estate by the Snowflake Community Foundation.

"We understood the importance of the Apache Railway to the
community," said Michael Hackman, founder and CEO of Hackman
Capital.  "Apache Railway's ability to provide low-cost transport
of transcontinental freight is an important amenity that will
hopefully advance economic growth for the area."

Hackman noted that his firm has significant experience and
sophistication dealing in complex transactions of this nature.
Because Catalyst removed certain parts of the plant to prevent the
facility from being operated as a paper mill going forward, the
consortiums will liquidate the structures and equipment over the
next 12 months.

The acquisition also included 19,000 acres of land comprised of
3,000 acres of industrial land and 16,000 acres of grazing and
farm land.  In addition, the land includes an operating well field
consisting of 8 wells and 11 miles of pipeline with the capacity
to pump 18,000 acre feet of water per day.  The investor group is
studying plans on how best to utilize the water distribution
capacity.

"The liquidation is a daunting undertaking based upon the huge
size of the facility; however, there are significant equipment and
other assets that will draw real interest from buyers," said
William Firestone of Capital Recovery Group.

Capital Recovery Group, Rabin Worldwide, and PPL are seasoned
experts in capital asset recovery and operate on a world-wide
basis.  Hackman attributes the sophisticated thinking and strong
partnership between the buying group and state and local leaders
for the success of the acquisition.

"There were approximately 22 bidders for the assets at the
auction.  Hackman Capital and the investor group were the only
group that reached out to the community stakeholders in advance of
the bankruptcy sale," said Steve Brophy of the Aztec Land and
Cattle Company.

Hackman noted that "none of this would be possible without our
partners and the efforts of Governor Brewer's office, Mayor Willis
of Snowflake, the Snowflake Town Council, Henry Darwin and his
colleagues at Arizona Department of Environmental Quality, Vanessa
Hickman and the State Land Department, and Sandra Watson and Keith
Watkins of the Arizona Commerce Authority."

                      About Hackman Capital

Hackman Capital -- http://www.hackmancapital.com-- currently
owns, through its affiliated entities, over 100 facilities
throughout the United States, totaling approximately 18 million
square feet and more than 20,000 acres of developable land.
Hackman Capital also has conducted hundreds of equipment
acquisitions, dispositions, and liquidations on four continents.
With more than 26 years of experience in acquisition,
redevelopment, and asset management, Hackman Capital is known
across marketplaces for its ability to successfully navigate
complex transactions and financial restructurings involving real
estate and equipment.  The company is based in Los Angeles.

                   About Capital Recovery Group

Headquartered in Enfield, CT, Capital Recovery Group, LLC --
http://www.crgauction.com-- is a global asset and disposition
expert specializing in complex manufacturing facilities.  Its
signature business is assuming financial positions in the facility
assets for either their reposition in a more competitive structure
by utilizing equity or debt financing, or managing their
disposition process.

                         About PPL Group

PPL Group LLC -- http://www.pplgroupllc.com-- is a private equity
firm headquartered in Northbrook, Illinois which uses its capital
to help businesses monetize and fund commercial assets.  PPL has
worked with hundreds of small-to-middle market businesses during
turnaround, restructuring, and bankruptcy situations.  The Company
also helps businesses of all sizes and across a broad range of
industries recover maximize values for surplus and idle assets.
Through its wholly owned subsidiary, Revere Finance LLC, the
Company lends money on a senior secured basis.

                       About Rabin Worldwide

Based in San Francisco, Rabin Worldwide -- http://www.rabin.com--
is an international auctioneer and valuation specialist of
industrial plants and equipment.

               About Aztec Land and Cattle Company

Aztec Land and Cattle Company, Limited --
http://www.azteclandco.com-- owns 230,000 acres of land in
northeastern Arizona, where it has operated for 128 years.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by
C$315.4 million ($311 million) and reduce its cash interest
expenses.  Catalyst also said it will continue to "operate and
satisfy" its obligations to customers, trade creditors, employees
and retirees in the ordinary course of business during the
restructuring process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

In the Sept. 17, 2012, edition of the TCR, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of Compromise and
Arrangement under the Companies' Creditors Arrangement Act.

Catalyst Paper's balance sheet at Sept. 30, 2012, showed
C$1.04 billion in total assets, C$887.3 million in total
liabilities and C$152.8 million in equity.


CDC CORP: Morgan Joseph Aided Shareholders Achieve Recovery
-----------------------------------------------------------
The investment banking firm of Morgan Joseph TriArtisan LLC, on
Feb. 19 disclosed that CDC Corporation, a multi-national provider
of enterprise software solutions, IT solutions and operator of
several new media businesses, has confirmed and effectuated a Plan
of Reorganization pursuant to the U.S. Bankruptcy Code.

Morgan Joseph's Financial Restructuring Group served as the
exclusive investment banker and financial advisor to the Official
Committee of Equity Security Holders of CDC Corporation, helping
shareholders achieve a substantial recovery in the Debtor's
Chapter 11 case.

CDC filed Chapter 11 on October 4, 2011, in order to facilitate
the restructuring or the repayment of a judgment claim made
against the Company arising from a convertible note issued in
2006.  In December 2011, Morgan Joseph spearheaded the formation
of an Official Committee of Equity Security Holders in order to
protect the interests of the Debtor's shareholders and to help
provide them with a voice during the pendency of the Company's
reorganization efforts.

Morgan Joseph assisted in the evaluation of strategic
alternatives, which ultimately included a sale of the Company's
largest asset, ownership in CDC Software, for approximately $250
million.  Subsequently, the Morgan Joseph team helped the Debtor
and the Committee navigate the challenges of proposing and
achieving confirmation for the Joint Plan of Liquidation that went
effective on December 19, 2012.  The Joint Plan of Liquidation
calls for all of the Debtor's shares to be cancelled and for each
shareholder to receive beneficial interests in a liquidating
trust.  The trust will be responsible for distributing cash to
former shareholders as assets are monetized and remaining claims
resolved.  Additionally, Morgan Joseph was the primary party
responsible for negotiating a settlement with the single largest
creditor in the case, relieving the Debtor of significant
expenditures of time and money in potential litigation, and
triggering the release of millions of dollars that were previously
reserved for defense and damage costs.

"We view the outcome of the case as being highly successful for
our clients, the shareholders of CDC Corporation," said James
Decker, the Head of Morgan Joseph's Financial Restructuring Group.
"At the time that we initially became involved, the Debtor's share
price was approximately $0.10 per share, and there were motions
afoot for the appointment of a trustee in the Chapter 11 case.  By
the time the Plan went effective in mid-December, the stock was
trading above $5.10 per share.  In late December, shareholders who
held onto the stock and received the beneficial interests in the
trust were paid over $3.00 per share in cash.  Our constituents
went from being near-voiceless and holding stock with nominal
value to receiving approximately thirty-times their money, in
cash, with the right to receive even more in the future."

                About Morgan Joseph TriArtisan LLC

Morgan Joseph TriArtisan LLC -- http://www.mjta.com-- is an
investment bank engaged in providing financial advice, capital
raising and private equity investing. The firm's services include
mergers, acquisitions and restructuring advice, in addition to
private placements and public offerings of equity and debt.

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corp., doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at US$100 million
to US$500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC Corp. is
represented by Troutman Sanders.  The Committee tapped Morgan
Joseph TriArtisan LLC as its financial advisor.

The stock of CDC Software Corp. was sold for $249.8 million to an
affiliate of Vista Equity Holdings.

The Debtor won a bankruptcy judge's approval of a Chapter 11 plan
under which shareholders are slated to receive as much as $6.10 a
share.

On July 3, 2012, the Debtor and the Official Committee of Equity
Security Holders filed their First Amended Joint Plan of
Reorganization for CDC Corporation that provides for the sale of
all of the Debtor's assets, for the benefit of the Debtor's
creditors and equity interest holders.  Under the Plan, the
Debtor's chief restructuring officer, Marc Watson, will act as the
disbursing agent and reserve from the sale proceeds sufficient
funds to pay all Allowed Claims in full, plus interest, that
remain unpaid.


CLEAR CHANNEL: Select Employees to Receive Add'l Bonus for 2013
---------------------------------------------------------------
The Compensation Committee of the board of directors of CC Media
Holdings, Inc., approved a supplemental incentive plan pursuant to
which a limited number of employees of CCMH and its subsidiaries
are eligible to receive an additional bonus opportunity for 2013
based on their respective achievement of supplemental performance
criteria established for each participant by the Compensation
Committee.

The supplemental performance criteria are in addition to the
annual performance criteria established by the Compensation
Committee for each participant pursuant to CCMH's 2008 Annual
Incentive Plan, but consist of the types of business criteria
specified in the definition of "Performance Goals" under CCMH's
2008 Annual Incentive Plan.  Following the conclusion of 2013,
based on that supplemental performance criteria, the Compensation
Committee, in its sole discretion, will determine the bonus
amount, if any, earned, which will be paid 36 months after the
date of approval of the supplemental performance criteria by the
Compensation Committee.  To receive payment of an award under the
SIP, a participant must be an active employee of CCMH or its
subsidiaries at the time of payment.

John E. Hogan, Chairman and Chief Executive Officer of the Media
and Entertainment division of CCMH and CCU is a participant in the
SIP and is eligible to receive an additional bonus opportunity
from CCMH of between $0 and $900,000, based on achievement of the
supplemental performance criteria approved by CCMH's Compensation
Committee for Mr. Hogan.

                         About Clear Channel

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

Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.

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

                         Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

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

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's concerns center on the company's highly leveraged capital
structure, with significant maturities in 2014 and 2016; the
considerable and growing interest burden that pressures free cash
flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


CUMULUS MEDIA: Travis Hain Owns 4.6% of Class A Shares at Feb. 14
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Travis Hain and his affiliates disclosed
that, as of Feb. 14, 2013, they beneficially own 7,585,423 shares
of Class A common stock of Cumulus Media, Inc., representing 4.6%
of the shares outstanding.  Mr. Hain previously reported
beneficial ownership of 7,532,332 Class A shares as of Sept. 16,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/JnRRdq

                        About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest
operator of radio stations, currently serving 110 metro markets
with more than 525 stations.  In the third quarter of 2011,
Cumulus Media purchased Citadel Broadcasting, adding more than 200
stations and increasing its reach in 7 of the Top 10 US metros.
Cumulus also acquired the Citadel/ABC Radio Network, which serves
4,000+ radio stations and 121 million listeners, in the
transaction

The Company's balance sheet at June 30, 2012, showed $3.91 billion
in total assets, $3.51 billion in total liabilities, $118.23
million in total redeemable preferred stock, and $278.50 million
total stockholders' equity.

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on Nov. 20, 2012, Moody's Investors Service
affirmed the B1 Corporate Family Rating of Cumulus Media.  The
company's B1 corporate family rating is forward looking and
reflects Moody's expectation that management will continue to
reduce debt balances with free cash flow resulting in net debt-to-
EBITDA ratios of less than 6.0x (including Moody's standard
adjustments, and treating preferred shares as 75% debt) over the
rating horizon, with further improvement thereafter consistent
with management's 4.0x reported leverage target.


CUMULUS MEDIA: Canyon Capital Holds 16% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Canyon Capital Advisors LLC and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 26,129,137 shares of common stock of Cumulus Media Inc.
representing 16.47% of the shares outstanding.  Canyon Capital
previously reported beneficial ownership of 22,161,404 common
shares or a 15.69% equity stake as of Feb. 29, 2012.  A copy of
the amended filing is available at http://is.gd/QWQerq

                        About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest
operator of radio stations, currently serving 110 metro markets
with more than 525 stations.  In the third quarter of 2011,
Cumulus Media purchased Citadel Broadcasting, adding more than 200
stations and increasing its reach in 7 of the Top 10 US metros.
Cumulus also acquired the Citadel/ABC Radio Network, which serves
4,000+ radio stations and 121 million listeners, in the
transaction

The Company's balance sheet at June 30, 2012, showed $3.91 billion
in total assets, $3.51 billion in total liabilities, $118.23
million in total redeemable preferred stock, and $278.50 million
total stockholders' equity.

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on Nov. 20, 2012, Moody's Investors Service
affirmed the B1 Corporate Family Rating of Cumulus Media.  The
company's B1 corporate family rating is forward looking and
reflects Moody's expectation that management will continue to
reduce debt balances with free cash flow resulting in net debt-to-
EBITDA ratios of less than 6.0x (including Moody's standard
adjustments, and treating preferred shares as 75% debt) over the
rating horizon, with further improvement thereafter consistent
with management's 4.0x reported leverage target.


DELUXE CORP: Charger Corp Holds 2% Equity Stake as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, First Trust Portfolios L.P., First Trust
Advisors L.P., and The Charger Corporation disclosed that, as of
Dec. 31, 2012, they beneficially own 1,174,767 shares of common
stock of Deluxe Corporation representing 2.31% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/jOcVkH

Deluxe Corporation, headquartered in St. Paul, MN, uses direct
marketing, distributors and a North American sales force to
provide a wide range of customized products and services to its
customers. The company has been diversifying from its legacy
printed-check business into a growing suite of business services,
including logo design, payroll, web design and hosting, business
networking and other web-based services to help small businesses.
In the financial services industry, Deluxe sells check programs
and fraud prevention, customer loyalty and retention programs to
banks. Deluxe also sells personalized checks, accessories and
other services directly to consumers. Revenue for LTM period
ending Q3 2012 totaled $1.5 billion.

                            *    *     *

Deluxe Corporation carries a Ba2 Corporate Family Rating from
Moody's Investors Service and a 'BB-' rating from Standard &
Poor's Ratings Services.


DETROIT, MI: Former Mayor's Corruption Case Goes to Jury
--------------------------------------------------------
David Ashenfelter, writing for Reuters, reported that it's now up
to a federal jury in Detroit to weigh five months of trial
testimony from more than 80 witnesses to decide the fate of former
Mayor Kwame Kilpatrick, his father and a former city contractor in
the biggest corruption probe to face the city in decades.

The Reuters report related that nine women and three men on the
jury were expected to begin deliberations on Tuesday in the trial
of Kilpatrick, 42, his father Bernard Kilpatrick, 71, and mayoral
pal and city contractor Bobby Ferguson, 44.

Reuters said that in the case before U.S. District Judge Nancy
Edmunds, prosecutors have accused the three men of turning the
mayor's office into "Kilpatrick Incorporated," extorting bribes
from contractors who wanted to get or keep city contracts. Some
contractors were forced to include Ferguson on jobs, even though
he did little or no work, prosecutors said.

According to Reuters, citing prosecutors, Kilpatrick steered $83
million in city contracts to Ferguson in exchange for kickbacks
that enabled Kilpatrick to spend $840,000 more than his $160,000-
a-year mayor's salary would have allowed.  The former mayor also
is accused of using his nonprofit Kilpatrick Civic Fund for
personal and political expenses.  Reuters added that the
government said Kilpatrick's father, a governmental consultant,
used his son's position to extort bribes from contractors.

Lawyers for the defendants said they were victims of overzealous
prosecutors, flimsy evidence, and witnesses who lied to get
lenient treatment in their own corruption cases, Reuters related.


DEWEY & LEBOEUF: Wants Removal Period Extended Until April 30
-------------------------------------------------------------
Dewey & LeBoeuf LLP asks the Bankruptcy Court to further extend
the time within which it may remove civil actions pending against
it from March 4, 2013, to April 30, 2013.

According to the Debtor, the prepetition actions now involve 12
litigations.  At this time, the Debtor is not able to determine
whether to remove certain or all of the prepetition actions, to
the extent permitted.  Accordingly, the Debtor seeks to preserve
the status quo until the time as the Debtor can make informed
decisions, in consultation with the statutory committees, with
respect to removal of the said prepetition actions.

A schedule of the prepetition actions is available at:

           http://bankrupt.com/misc/dewey.doc1048-2.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.


DEWEY & LEBOEUF: To Seek Approval of PBGC Deal on Feb. 27
---------------------------------------------------------
Dewey & LeBoeuf LLP will present for signature to the Honorable
Martin Glenn, on Feb. 27, 2013, at 10:00 a.m., a proposed
stipulation among the Debtor, the Pension Benefit Guaranty
Corporation and the Official Committee of Unsecured Creditors
resolving the claims filed by the PBGC.

PBGC has asserted claims (i) of $129 million in the bankruptcy
case for alleged unfunded benefit liabilities; (ii) in an
unliquidated amount that the PBGC estimates to be at least
$8,558,750 for the statutory premiums it alleges the Debtor owes
to the PBGC; and (iii) in an unliquidated amount for the alleged
shortfall and waiver amortization charges.

On the date the stipulation is approved by the Court, on account
of the PBGC Claims, proof of claim No. 635 filed on behalf of the
PBGC will be allowed as a non-priority, general unsecured claim in
the bankruptcy case in the amount of $120,000,000, which will be
paid pro rata with other creditors' allowed non-priority,
general unsecured claims against the Debtor in accordance with the
Debtor's second amended plan of liquidation, filed Jan. 7, 2013.

On the Plan's effective date, the PBGC will be deemed to have
released and discharged any and all claims against (i) the Debtor,
(ii) the Debtor's estate, and (iii) each of the Debtor's
respective current and former affiliates, branch offices,
officers, directors, employees, agents and professionals, except
for the obligations arising pursuant to this stipulation or as a
result of a violation of any fiduciary obligation owed to any
Pension Plan.  For the avoidance of doubt, PBGC does not waive any
right to assert any claim or cause of action arising under Title I
of ERISA against any Person, including without limitation the
Debtor and its current and former officers, directors, employees,
agents and professionals, and any and all such claims and causes
of action are unimpaired by this Stipulation.

PBGC will on the Plan Effective Date be deemed to have withdrawn
its demand that all funds in the possession of Dewey & LeBoeuf LLC
(A Georgia Limited Liability Company) be paid to the PBGC.

                       The Chapter 11 Plan

As reported in the TCR on  2013, the Debtor contemplates the
liquidation of substantially all of its assets and the
distribution of the related proceeds and the remainder of its
assets through two trust vehicles -- a Liquidation Trust and
Secured Lender Trust -- established for the benefit of holders of
eligible claims pursuant to the Plan and the Bankruptcy Code's
priority scheme.  A copy of the Debtor's Second Amended Plan of
Liquidation is available at
http://bankrupt.com/misc/dewey.doc807.pdf

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEX ONE: Restructuring Capital Holds 8% Equity Stake as Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Restructuring Capital Associates, L.P., and
James D. Bennett disclosed that, as of Dec. 31, 2012, they
beneficially own 4,304,831 shares of common stock of Dex One
Corporation representing 8.5% of the shares outstanding.
Restructuring Capital previously reported beneficial ownership of
4,604,831 common shares or a 9.1% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/AFr833

                           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.


DREIER LLP: Ch. 11 Trustee Taps Starr to Recover $1.3M Judgment
---------------------------------------------------------------
The Chapter 11 Trustee for Dreier LLP seeks authority from the
Bankruptcy Court to employ Starr & Starr PLLC as special counsel
to collect on judgments totaling about $1.3 million entered in the
adversary proceedings commenced by the Trustee.

Starr's payment will be a contingency fee based on the net
recovery on each judgment as follows: (i) 30% of amounts from $0
to $50,000, plus (ii) 23% of amounts over $50,000 to $100,000,
plus (iii) 20% of amounts over $100,000.  Starr will also be
reimbursed for any necessary out-of-pocket expenses.

Stephen Z. Starr, Esq., -- sstarr@starrandstarr.com -- assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor's and its estates'
interests.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DYNEGY INC: Bankr. Court Won't Enforce Plan Order on Class Suit
---------------------------------------------------------------
Bankruptcy Judge Cecelia G. Morris denied the motion of Dynegy
Inc. to enforce the Bankruptcy Court's Order Confirming the Joint
Chapter 11 Plan of Reorganization for Dynegy Holdings, LLC and
Dynegy, Inc.  The Debtor argues that the amended complaint filed
by Steven Lucas, the Lead plaintiff in a securities litigation
pending in the United States District Court for the Southern
District of New York violates paragraph 55(D) of the Confirmation
Order.  Because the Court finds that the Confirmation Order does
not prohibit the Lead Plaintiff from filing an amended complaint,
the Debtor's motion is denied.  The Court abstains from
considering whether the individual causes of action violate the
Confirmation Order in favor of District Court.

A copy of the Court's Feb. 15 Memorandum Decision is available at
http://is.gd/XPzTiIfrom Leagle.com.

Lowenstein Sandler PC's John Sherwood -- jsherwood@lowenstein.com
-- in Roseland, New Jersey; and Levi Korinsky, LLP's Nicolas I.
Porritt -- nporritt@zlk.com -- in Washington, DC, represent Steven
Lucas, Lead Plaintiff.

                          About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc. completed its Chapter 11 reorganization and emerged
from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion, and total
stockholders' equity of $6.68 million.


EASTBRIDGE INVESTMENT: Shares Copy of Presentation to Investors
---------------------------------------------------------------
EastBridge Investment Group Corp., doing business as "Cellular
Biomedicine Group", released a "Company Presentation" containing
an introduction and overview of the Company's business in the
field of regenerative medicine.  Although the Company has used
diligent efforts to support the accuracy of the materials, those
materials do not constitute an offer of securities, nor should
they be relied upon by any party in connection with any investment
decision relating to the Company's common stock.  The materials
contain forward-looking statements and other assumptions, and
there can be no assurance that such expectations will be realized.
A copy of the Company Presentation is available for free at:

                        http://is.gd/OAUoWa

                     About EastBridge Investment

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

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

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

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


EASTMAN KODAK: Rejecting Contract to Evade Incentives, Says Sony
----------------------------------------------------------------
Eastman Kodak Co. said a cancellation of its motion picture film
supply agreement with Sony Pictures Entertainment Inc. will
benefit both the company and creditors.

In a February 18 court filing, Kodak said it has no plan to assume
the contract since that would require the company to pay $18
million for the cure costs.

"Based on Kodak's internal projections, there is no commercially
reasonable justification to pay that amount in order to assume and
continue to do business under the film agreement," Kodak said in
response to Sony Pictures' objection filed last week.

In its objection, Sony Pictures said Kodak's reason for the
cancellation of the contract is baseless, and that the company is
only trying to block its claim for sales incentives it earned
under the contract.  Sony Pictures said it is owed more than $9.3
million.

Kodak and Sony Pictures signed the agreement in June 2006, which
governs the purchase of motion picture film by Sony Pictures from
the company.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.  It expects to file
a Chapter 11 plan by the end of May.


ENERGYSOLUTIONS INC: ClearBridge Owns Less Than 1% as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, ClearBridge Investments, LLC, disclosed that,
as of Dec. 31, 2012, it beneficially owns 9,000 shares of common
stock of EnergySolutions Inc. representing 0.01% of the shares
outstanding.  A copy of the filing is available for free at:

                         http://is.gd/FvQzCx

                       About EnergySolutions

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

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

                           *     *     *

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

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

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


ENVISION SOLAR: Hikes Current Offering to 7.3 Million Units
-----------------------------------------------------------
Envision Solar International, Inc., increased the number of units
the Company is offering in its currently open private placement
due to the positive initial response to this offering.  Pursuant
to this private placement, the Company is increasing the number of
units being offered by 2,966,667 to 7,300,000 units for a purchase
price of $0.30 per unit.  Each unit consists of two shares of the
Company's common stock and one warrant to purchase an additional
share of common stock at an exercise price of $0.20 per share
exercisable for a period of one year from the date of issuance.
The sales termination date for the offering is March 15, 2013,
but may be extended for up to an additional 90 days.  As of
Feb. 13, 2013, the Company has raised $1,453,500 under this
offering, increasing the Company's issued common shares by
9,690,000 to a total of 67,787,609 common shares issued and
outstanding.

The Company is making the private placement of its common stock
for general working capital purposes.  The private placement is
being made pursuant to Rule 506 of Regulation D promulgated under
Section 4(2) of the Securities Act of 1933, as amended.

                        About Envision Solar

San Diego, Calif.-based Envision Solar International, Inc., is a
developer of solar products and proprietary technology solutions.
The Company focuses on creating high quality products which
transform both surface and top deck parking lots of commercial,
institutional, governmental and other customers into shaded
renewable generation plants.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $2.7 million in total current liabilities, and a
stockholders' deficit of $1.6 million.

As reported in the TCR on April 9, 2012, Salberg & Company P.A.,
in Boca Raton, Fla., expressed substantial doubt about Envision
Solar's ability to continue as a going concern.  The independent
auditors noted that the Company reported a net loss of $2,547,493
and $2,360,851 in 2011 and 2010, respectively, and used cash for
operating activities of $1,970,831 and $1,112,794 in 2011 and
2010, respectively.  "At Dec. 31, 2011, the Company had a working
capital deficiency, stockholders' deficit and accumulated deficit
of $2,657,976, $2,482,203 and $22,340,460, respectively."


FIRST SECURITY: Wellington No Longer Owns Shares as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that, as of Dec. 31, 2012, it does not beneficially own shares of
common stock of First Security Group, Inc.  Wellington previously
reported beneficial ownership of 127,960 common shares or a 7.76%
equity stake as of Dec. 31, 2011.  A copy of the regulatory filing
is available at http://is.gd/AdkUSf

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $1.11
billion in total assets, $1.07 billion in total liabilities and
$44.72 million in total shareholders' equity.


FIRST SECURITY: 401(k) Discloses 5.8% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, First Security Group, Inc. 401(k) and
Employee Stock Ownership Plan and its affiliates disclosed that,
as of Dec. 31, 2012, they beneficially own 102,930 shares of
common stock of First Security Group, Inc., representing 5.81% of
the shares outstanding.  A copy of the filing is available at:

                        http://is.gd/ZNSyom

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $1.11
billion in total assets, $1.07 billion in total liabilities and
$44.72 million in total shareholders' equity.


FLINTKOTE COMPANY: Plan Exclusivity Extended to Aug. 31
-------------------------------------------------------
The Flintkote Company and its debtor affiliates have exclusive
rights to file a plan of reorganization until June 30, 2013, and
exclusive rights to solicit acceptances of that plan until August
31, according to an order signed by Judge Judith Fitzgerald of the
U.S. Bankruptcy Court for the District of Delaware.

This is the 24th time the Debtors' exclusive periods have been
extended, court papers say.

Judge Fitzgerald has confirmed the Debtors' Amended Joint Plan of
Reorganization, which deals with asbestos personal injury claims.
The Plan is supported by the Official Committee of Asbestos
Personal Injury Claimants and the Future Claimants'
Representative.  Judge Fitzgerald's findings that the Plan
complies with Sections 1129 and 524(g) in all respects still needs
to be affirmed by the District Court.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.


FREESEAS INC: June 17 Nasdaq Listing Compliance Deadline Set
------------------------------------------------------------
FreeSeas Inc. on Feb. 19 disclosed that The Nasdaq Stock Market
has approved its application to transfer its stock listing from
the Nasdaq Global Market to the Nasdaq Capital Market, effective
February 19, 2013.  The Nasdaq Capital Market is a continuous
trading market that operates in the same manner as the Nasdaq
Global Market.

On February 14, 2013, FreeSeas received a letter from Nasdaq
notifying the Company that the appeals hearing in relation to a
notification received on December 19, 2012 from Nasdaq that the
Company's stock would be delisted from The Nasdaq Global Market,
was cancelled because the Company meets the market value of
publicly held shares and all other applicable requirements for
initial listing on the Capital Market (except for the minimum bid
requirement).  FreeSeas has until June 17, 2013 to regain
compliance with the minimum bid price rule and the Company's stock
will continue to be listed and traded on Nasdaq.

The Company recently completed a reverse stock split of the
Company's issued and outstanding common stock at a ratio of one
new share for every 10 shares currently outstanding.  Beginning on
February 14, 2013, FreeSeas' common stock began trading under the
ticker symbol "FREED", and will continue to trade under this
symbol for a period of 20 days to provide notice of the reverse
stock split.  After this period, the symbol will revert to "FREE."
The Company believes that as a result of the reverse stock split,
the Company's common stock will continue to trade over $1.00 per
share, which will allow the Company to regain compliance with
Nasdaq.

                         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.


GENERAL AUTO: 5th Amended Plan Offers Full Payment in 10 Years
--------------------------------------------------------------
General Auto Building, LLC's Fifth Amended Plan of Reorganization
dated Feb. 11, 2013 provides that:

  (a) all membership interests in 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 the Debtor are offered the
      opportunity to purchase membership interests in Reorganized
      Debtor in $50,000 increments;

  (d) membership interests in 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.

According to the Disclosure Statement that was also filed Feb. 11,
R&H Construction will be paid the full amount of its allowed
secured claim up to $178,000 on the Effective Date.  Any unpaid
balance will be payable together with interest at 4.5% per annum
on the second anniversary of the Effective Date.

Park & Flanders filed an objection to the R&H Construction claim
and initiated an adversary proceeding seeking a determination of
the validity and priority of the R&H Construction lien.  In the
event that Park & Flanders prevails, then the R&H Construction
claim may not be an Allowed Secured Claim.

Multnomah County, owed $90,000 as of the Petition Date for unpaid
real property taxes on the General Automotive Building, will be
paid in full prior to the Effective Date.  The Debtor anticipates
that Multnomah County will have no money owing to it on the
Effective Date and, in turn, no Allowed Claim.

HomeStreet Bank's Allowed secured claim is secured by a perfected
security interest in substantially all of Debtor's assets,
including rents.  HomeStreet's allowed secured claim will be paid
in full, together with interest at a fixed rate of 4.5%, or at
such other rate fixed by the Court at confirmation.  For the first
12 months following the Effective Date, HomeStreet will be paid
monthly payments of interest only.  From the 13th month following
the Effective Date and continuing on the first day of each month
thereafter, HomeStreet will be paid equal, monthly amortizing
payments of principal and interest based upon a 30-year
amortization schedule with a balloon payment of the unpaid
principal plus accrued interest due on the tenth anniversary of
the Effective Date.

Portland Development Commission assigned its claim to Park &
Flanders.  Park & Flanders has filed a notice of its election to
have the PDC claim treated as a secured claim pursuant to
11 U.S.C. Sec. 1111(b)(2).  If the election is valid under the
statute, then the PDC claim of $1,477,000 will be treated as a
secured claim.  In the event that the PDC Sec. 1111(b)(2) election
is not upheld, then the PDC claim will be a Class 4 unsecured
claim.

Commencing on the last business day of July 2013, and continuing
on the last business day of each July, October, January, and July
thereafter until paid or satisfied, the Reorganized Debtor will
pay to each holder of a Class 4 general unsecured claim an amount
equal to its pro rata share of Reorganized Debtor's excess cash as
of the last day of the prior calendar quarter.  Payments will
continue until the (a) holders of Class 4 Claims have been paid in
full, together with interest at the Federal Judgment Rate; or (b)
the last day of April 2023, whichever will first occur; provided,
however that, in the event that holders of Class 4 claims have
received payments totaling at least 60% of their Class 4 claim on
or before April 30, 2018, then the Class 4 Claims will be deemed
to have been paid and satisfied in full and Reorganized Debtor
will have no further payment obligations.

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

         http://bankrupt.com/misc/generalauto.doc285.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.


GLENN SLATER: Dismissal of Sales and Use Tax Suit Affirmed
----------------------------------------------------------
In SLATER v. DIRECTOR, Glenn B. Slater appealed the decision of a
Tax Court that denied his motion seeking a refund of Sales and Use
tax and granted the motion filed by defendant, Director, Division
of Taxation, to dismiss Mr. Slater's complaint with prejudice for
lack of subject matter jurisdiction.

On February 15, 2013, The Appellate Division of the Superior Court
of New Jersey entered a ruling affirming the Tax Court decision.
The case is styled GLENN B. SLATER, Plaintiff-Appellant, v.
DIRECTOR, DIVISION OF TAXATION, Defendant-Respondent, No. A-4579-
11T4.

Heather Lynn Anderson, Deputy Attorney General, argued the cause
for respondent (Jeffrey S. Chiesa, Attorney General, attorney;
Lewis A. Scheindlin, Assistant Attorney General, of counsel; Ms.
Anderson, on the brief).

A copy of the Superior Court's February 15, 2013 order is
available at http://is.gd/yQCHlYfrom Leagle.com.

In September 1999, Glenn B. Slater filed a petition for Chapter 11
bankruptcy in the United States Bankruptcy Court for the District
of New Jersey. The Director filed proof of claims for an aggregate
amount of $218,722.35 in August 2000. The Director's claims were
expunged as untimely.  Mr. Slater's bankruptcy petition was
dismissed over his objection in April 2002 without him receiving a
discharge as to any of the debts identified in the bankruptcy
proceeding.


GLOBAL INDUSTRIAL: Bank. Ct. Affirms Confirmation of Ch. 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
affirmed on February 13, 2013, confirmation of the Third Amended
Plan of Reorganization filed by Global Industrial Technologies,
Inc., as amended through September 21, 2012, and as supplemented
by settlements through October 12, 2012.

The Bankruptcy Court initially confirmed the GIT Plan over the
objections of certain objecting insurers and appeals followed.
The District Court affirmed the Bankruptcy Court's confirmation
order, but the Court of Appeals for the Third Circuit reversed the
confirmation and remanded the case to the Bankruptcy Court for "a
more searching review of [certain objecting insurers'] allegations
of collusion between the debtors and counsel for the silica
claimants."

After reviewing the record and soliciting citations to the record
from insurance counsel based on the Court of Appeals' statement
that the allegations of collusion were "not without record
support," Judge Judith K. Fitzgerald found that the evidence
conclusively and overwhelmingly establishes that there was no
collusion, no fraud, and no improper solicitation of votes.
Notice of the plan was proper and the increase in the number of
claims is neither out of the ordinary (not only for the silica
claims but for the asbestos claims as well) nor the result of
improper conduct or motive by any party-in-interest.  The GIT Plan
and the Silica TDP provide mechanisms to ensure that claims of
disease are properly diagnosed by qualified medical personnel and
that they are supported by medical (and exposure) evidence.

On the entirety of the record, Judge Fitzgerald added, the plan
proponents have met their burden and established that confirmation
of the Plan, creation of the asbestos and silica trusts, issuance
of the Section 524(g) injunction and the injunction regarding
silica claims and demands, are in the best interests of the estate
and its creditors, are proper under the Bankruptcy Code, were
proposed in good faith and the result of arm's-length
negotiations.  The overwhelming support of creditors and the
settlements with, inter alia, the formerly objecting insurers,
stands in sharp contrast to the concerns expressed by the Court of
Appeals, none of which are supported by the evidence.

The case is IN RE: Global Industrial Technologies, Inc., et al.
Chapter 11, Debtors, Bankruptcy No. 02-21626-JKF Jointly
Administered.

A copy of the Bankruptcy Court's February 13, 2013 Findings of
Fact, Conclusions of Law and Recommendation to the District Court
is available at http://is.gd/a5VPdPfrom Leagle.com.

                  About Global Industrial Technologies

Global Industrial Technologies Inc. is a subsidiary of RHI AG and
the holding company for Harbison-Walker Refractories Company and
A.P. Green Industries, Inc.  Harbison-Walker manufactures and
sells refractory products and construction-type materials designed
to sustain various high heat processing applications.  APG
previously engaged in certain refractory manufacturing operations
before transferring these operations to its subsidiary, AP Green
Refractories.

GIT and its affiliates filed for chapter 11 protection (Bankr.
W.D. Pa. Lead Case No. 02-21626) on Feb. 14, 2002.  James J.
Restivo, Jr., Esq., Robert P. Simmons, Esq., and David Ziegler,
Esq., at Reed Smith LLP, represented the Debtor.  Kroll Zolfo
Cooper LLC served as the Debtors' bankruptcy consultants and
special financial advisors.

The Official Committee of Unsecured Creditors was represented by
McGuire Woods, LLP.  KPMG LLP served as the Creditors Committee's
financial advisor.  The Asbestos Claimants Committee was
represented by attorneys at Caplin & Drysdale, Chartered and
Campbell & Levine, LLC.  Defunct firm L. Tersigni Consulting PC
was the Asbestos Committee's financial advisor.

Lawrence Fitzpatrick was appointed as the Future Asbestos
Claimants Representative.  Mr. Fitzpatrick was represented by
attorneys at Young Conaway Stargatt & Taylor LLP and Meyer,
Unkovic & Scott LLP.  Philip A. Pahigian was appointed as Future
Silica Claims Representative.  Mr. Pahigian was represented by
attorneys at Sherrard German & Kelly P.C.


GRAY TELEVISION: Litespeed Discloses 8% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Litespeed Management, L.L.C., and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 4,371,538 shares of common stock of Gray Television, Inc.,
representing 8.44% of the shares outstanding.  Litespeed
previously reported beneficial ownership of 3,598,568 common
shares or a 7% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available at http://is.gd/liJbGd

                       About Gray Television

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

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

                           *     *     *

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

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

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


GREAT BASIN: Van Eck Discloses 12% Equity Stake as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Van Eck Associates Corporation disclosed
that, as of Dec. 31, 2012, it beneficially owns 68,246,952 common
shares of Great Basin Gold Ltd. representing 12.35% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/EHoJ9U

                         About Great Basin

Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, Vancouver BC, Canada.  Great Basin Gold
Ltd., including its subsidiaries, is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, USA and the Burnstone Project in the
Witwatersrand Goldfields in South Africa.  Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.

The Company's balance sheet at June 30, 2012, showed
C$888.03 million in total assets, C$403.41 million in total
liabilities, and stockholders' equity of $484.62 million.

According to the Company, the operational performance from the
Nevada and South African operations resulted in a net working
capital deficit of approximately C$23 million on June 30, 2012.
"The working capital deficit at June 30, 2012, indicates an
uncertainty which may cast substantial doubt about the Company's
ability to continue as a going concern."


GREEN GOBLIN: Court Clarifies Dismissal Order; Retains Adv. Case
----------------------------------------------------------------
Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania entered a ruling on February 13, 2013,
clarifying the Court's order dated June 15, 2011, dismissing the
bankruptcy cases of Green Goblin, Inc. and its affiliate,
Sabertooth, LLC.

Judge Frank held that notwithstanding the dismissal of the Green
Goblin bankruptcy case, the court retains jurisdiction in Green
Goblin, Inc. v. Simons, Adv. No. 09-067. See In re Smith, 866 F.2d
576 (3d Cir. 1989); In re Stardust Inn, Inc., 70 B.R. 888 (Bankr.
E.D. Pa. 1987).  "This retention of jurisdiction is limited solely
to claims asserted in Adv. No. 09-067 and does not include the
contested matter (arising from the objection to the proof of claim
of Warren Simons) previously consolidated for trial with Adv. No.
09-067."

The adversary proceeding is styled as GREEN GOBLIN, INC.,
Plaintiff, v. WARREN SIMONS, Defendant, Bky. No. 09-11239 ELF
(DISMISSED), Adv. No. 09-067.

A copy of the Bankruptcy Court's February 13, 2013 Order is
available at http://is.gd/Tvhz4Efrom Leagle.com.

                        About Green Goblin

Green Goblin and its affiliate, Sabertooth, LLC, filed voluntary
chapter 11 bankruptcy petitions on February 23, 2009. Their
bankruptcy cases were jointly administered (Bankr. E.D. Penn. Case
No.: 09-11239).  The Debtors were represented by Robert Mark
Bovarnik, Esq.  At its petition date, the company's assets and
debts were estimated to be between $1,000,001 and $10,000,000.  On
June 15, 2011, the Court denied confirmation of the former
debtors' Fifth Amended Chapter 11 Plan of Reorganization and
dismissed the bankruptcy cases, but retained jurisdiction over the
adversary proceeding captioned In re Smith, 866 F.2d 576 (3d
Cir.1989); In re Stardust Inn, 70 B.R. 888 (Bankr.E.D.Pa.1987).


HARDAGE HOTELS: California First Wants Changes to Plan Outline
--------------------------------------------------------------
California First National Bank, creditor and party-in-interest in
the Chapter 11 case of Hardage Hotels I, LLC, objected to the
Debtor's Disclosure Statement explaining the proposed Plan of
Reorganization.

According to the Bank, the Court must not approve the Disclosure
Statement filed on Oct. 18, 2012, unless same is amended because
it does not contain adequate information to allow creditors to
make an informed decision on whether to vote to accept or reject
the Debtor's Plan.

The Bank filed the objection in an abundance of caution in the
event an agreement is not reached in the interim with the Debtor
regarding the contents of a Disclosure Statement.

                     The Disclosure Statement

According to the Disclosure Statement, the Plan provides for full
payment on most of the claims except that the Samuel A. Hardage
Notes and the subordinated claims including the Hardage
Hospitality Unsecured Note and Insider Intercompany Claims will be
canceled.

As of the Effective Date, the Reorganized Debtor may operate its
business and use, acquire and dispose of Property and settle and
compromise Claims without supervision of the Bankruptcy Court free
of any restrictions of the Bankruptcy Code or Bankruptcy Rules,
other than those restrictions imposed by the Plan and confirmation
order.  The Reorganized Debtor may pay the charges it incurs for
professional fees, disbursements, expenses or related support
services after the Effective Date without any application to the
Bankruptcy Court.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/HARDAGE_HOTELS_ds.pdf

                       About Hardage Hotels

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  The petition was
signed by Samuel A. Hardage, president.  Hardage is a hotel and
real estate development company headquartered in San Diego,
California.

Hardage operates seven hotels in seven states under the brand of
"Chase Suites".  The hotels are located in El Paso, Texas;
Overland Park, Kansas; Newark, California; Kansas City, Missouri;
Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.  Hardage
operates the hotels under the "Chase Suites" name pursuant to
franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest
is the lender under a $5.74 million Dublin loan agreement, a
$5.3 million Lincoln loan agreement, and an $11.5 million El Paso
loan agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November 2011, OneWest sought foreclosure of, and a receiver
for, the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its schedules, the Debtor disclosed $39,203,540 in total assets
and $31,119,611 in total liabilities.

Brinkman Portillo Ronk, PC, serves as counsel to the Official
Committee of Unsecured Creditors.

No trustee or examiner has been requested or appointed in the
Chapter 11 case.


HAMPTON ROADS: Fir Tree Discloses 9.6% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Fir Tree, Inc., disclosed that, as of
Dec. 31, 2012, it beneficially owns 16,284,406 shares of common
stock of Hampton Roads Bankshares, Inc., representing 9.6% of the
shares outstanding.  Fir Tree previously reported beneficial
ownership of 3,305,338 common shares as of Dec. 31, 2011.  A copy
of the amended filing is available at:

                        http://is.gd/3H9unR

                   About Hampton Roads Bankshares

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

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

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

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

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


HAWKER BEECHCRAFT: Exits Chapter 11 Bankruptcy Process
------------------------------------------------------
Beechcraft, formerly Hawker Beechcraft, on Feb. 19 disclosed that
it has formally emerged from the Chapter 11 process as a new
company well-positioned to compete vigorously in the worldwide
business aviation, special mission, trainer and light attack
markets.

The company's Joint Plan of Reorganization was approved by the
U.S. Bankruptcy Court for the Southern District of New York on
Feb. 1, 2013, and became effective on Feb. 15, 2013.  Beechcraft
exits the restructuring process with a dramatically reduced debt
load, a stable, restructured balance sheet and the support of a
well-capitalized shareholder base.

"[Tues]day marks the rebirth of an 80-year-old American aircraft
manufacturing business with a globally recognized brand.
Beechcraft has emerged from this process a stronger company with
both financial and operational strength and stability," said Bill
Boisture, Chief Executive Officer of Beechcraft.  "We have a
strong line of versatile and globally renowned products like the
King Air turboprop and the T-6 military trainer aircraft, and the
largest global customer support network in the industry.  Our
highly skilled and dedicated work force is focused on building
aircraft of exceptional quality and reliability.  With these
elements as our foundation for the future, we will compete
worldwide and we will win.

"I would like to thank our employees for their hard work and
focus, and our union partner, key creditors, elected officials,
suppliers and customers for their strong support throughout this
process," Mr. Boisture added.

Beechcraft's product portfolio includes the King Air family of the
350i, 250 and C90GTx.  The worldwide fleet of more than 7,000 King
Air turboprops serves a wide variety of missions and has amassed
more than 50 million flight hours while operating in 115 countries
around the world.  Its piston-engine Bonanza G36 and Baron G58
twin continue to represent the pinnacle of high-performance, six
passenger capability for their class.  A global fleet of nearly
25,000 Baron and Bonanza aircraft also serve as an entry level
platform for the King Air line.  The company's defense products
include the proven T-6 military trainer that touts a worldwide
fleet of nearly 800 aircraft and more than 2.1 million flight
hours, along with the newly introduced multi-role AT-6 for the
Light Attack mission.

The company's Global Customer Support (GCS) team and its factory-
owned service center network, Hawker Beechcraft Services, will
continue supporting all Hawker and Beechcraft products.  The
network includes 10 facilities in the United States, Mexico and
the United Kingdom, along with more than 90 authorized service
centers around the world.  The GCS team is dedicated to improving
the value of Hawker and Beechcraft aircraft by employing products
and services to simplify ownership, reduce operating cost and
increase resale value.  Two examples of this include the factory
designed, engineered and supported Hawker 400XPR and Hawker 800XPR
jet programs in which the company is offering owners the
opportunity to upgrade engines, avionics and aerodynamics on their
current aircraft.

          Corporate Governance, Financing and Ownership

Robert (Bob) Johnson is the Chairman of the company's new board.
Its other members are: General Donald G. 'Don' Cook, Gene Davis,
Ralph Heath, David Tolley, Gideon Argov, Mark Ronald, Paul
Fulchino and Bill Boisture.  The company's leadership team remains
in place, providing continuity and stability in running the
business.

As previously announced, Beechcraft secured $600 million in
permanent financing, including a $425 million term loan facility
and a $175 million revolving facility.  A portion of the term loan
facility was used to repay the company's debtor-in-possession
credit facility and to satisfy certain settlement and cure costs
payable under the Plan.  The remainder, together with the
revolving facility, is funding ongoing operations.  J.P. Morgan
Securities LLC and Credit Suisse Securities (USA) LLC acted as
joint lead arrangers and joint bookrunners to structure, arrange
and syndicate the financing.

As detailed in the Plan, effective on Feb. 15, 2013, pre-petition
secured bank debt, unsecured bond debt, and certain general
unsecured claims have been canceled and holders of such claims
received equity in the reorganized company in the percentages
negotiated by the major creditor groups at the time the company
commenced its Chapter 11 proceedings.

The company's legal representative is Kirkland & Ellis LLP; its
financial advisor is Perella Weinberg Partners LP; and its
restructuring advisor is Alvarez & Marsal. The Ad Hoc Committee of
Senior Secured Lenders' legal representative is Wachtell, Lipton,
Rosen & Katz.  The Ad Hoc Committee of Senior Noteholders' legal
representive is Milbank, Tweed, Hadley & McCloy LLP and its
financial advisor is Blackstone.  The Unsecured Creditors
Committee's legal representative is Akin Gump Strauss Hauer & Feld
LLP and its financial advisor is FTI Consulting, Inc.

                     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%.


HEMCON MEDICAL: Can Access BofA Cash Collateral Until Feb. 27
-------------------------------------------------------------
Judge Elizabeth Perris authorized, in an 9th interim order, HemCon
Medical Technologies, Inc., to use cash collateral of Bank of
America, N.A., as administrative agent for the lenders of the
Debtor, until the close of business on Feb. 27, 2013, the date of
the next scheduled hearing.

In any event, the Debtor's right to use cash collateral will
terminate at the end of the 5th business day following delivery by
the Bank to Debtor, its counsel, the United States Trustee, and
counsel to any official committees in the case of a written notice
of default.

On the Petition Date, Debtor's obligations to Bank totaled
$22.6 million.

As adequate protection, BofA is granted liens and security
interests upon all existing and after-acquired property of the
estate.

To the extent the security interests prove to be inadequate, the
bank will, pursuant to 11 U.S.C. Section 507(b), be entitled to an
administrative expense claim under Sections 503(b) and 507(a)(2).

                 About HemCon Medical Technologies

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.

The Official Committee of Unsecured Creditors appointed Marine
Polymer as its chair.


HERCULES OFFSHORE: Citadel Discloses 3% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Citadel Advisors LLC and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
4,913,425 shares of common stock of Hercules Offshore, Inc.,
representing 3.1% based upon 158,587,627 shares of common stock
outstanding as of Oct. 22, 2012 (according to the Form 10-Q filed
by the issuer on Oct. 25, 2012).  A copy of the filing is
available for free at http://is.gd/bUR9Tn

                      About Hercules Offshore

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

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

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

                           *     *     *

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

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

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

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


HOTEL AIRPORT: To Present Plan for Confirmation on March 19
-----------------------------------------------------------
Hotel Airport Inc. is now slated to seek approval of its
bankruptcy exit plan after it obtained approval of the explanatory
disclosure statement filed in November.

The Bankruptcy Court as a result scheduled a hearing to consider
confirmation of the Plan on March 19, 2013, at 2:00 p.m.

The Debtor is soliciting votes on the Plan.  Acceptances or
rejections of the Plan may be filed in writing by the holders of
all claims on or before 14 days prior to the date of the hearing
on confirmation of the Plan.

Any objection to confirmation of the Plan will be filed on/or
before 21 days prior to the date of the hearing on confirmation of
the Plan.

Objections to claims must be filed 45 days prior to the hearing on
confirmation.

The Plan will be substantially funded by the Debtor's assets and
income from the operation of its business.  The Plan contemplates
the assumption of the lease contract with the Puerto Rico Ports
Authority under Bankruptcy Code Section 365.  The assumption is
part of the stipulation which provide for the curing of defaults
through payments and withdrawal of funds which are underway.  At
the time of filing of this bankruptcy case, the Debtor was
involved in the eviction litigation with the PRPA.  This
litigation has been settled.

The Plan treats claims and interests as follows:

    * Holders of allowed administrative expense priority claims,
which are unclassified, will be paid in full on the effective date
of the Plan.

    * General unsecured creditors were listed in the Debtor's
schedules in the total amount of $155,666,718.  The bulk of this
debt ($155,500,000) arises out of HAI being a co-obligor with its
parent company, CAF, regarding loans secured by property owned by
non-debtor parties.  These loans made to the related companies are
secured by property held by them, and are being paid according to
the debt-service agreed between the creditor and the respective
principal debtor.  Hence, the Debtor will not be making payments
on said claims, but will remain as a guarantor in case of default.

    * The other unsecured claims are to be paid 100% of their
allowed amounts, without interest, in 36 monthly installments
starting 30 days after the Effective Date.

    * Stockholders (Class 4) will retain their interest in stock,
but will receive no dividends until payments to unsecured
creditors are concluded.

    * FirstBank's secured claim (Class 5) is secured with a
mortgage encumbering the Debtor's main asset -- its lease contract
with PRPA -- and virtually all the other assets.  The PoC 5 filed
by this creditor shows a balance of $9,635,213, which has been
reduced through postpetition payments.  The Debtor will maintain
the debt service agreed upon with FirstBank, with any modification
that may be agreed upon with said creditor.

A copy of the Amended Disclosure Statement is available at:

             http://bankrupt.com/misc/HAI.doc189.pdf

                       About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, is a wholly-owned
subsidiary of Caribbean Airport Facilities Inc. ("CAF").  HAI was
organized on Feb. 20, 2003, under the corporate laws of Puerto
Rico by parties unrelated to the Debtor's current directors or
shareholders.  Under its original management, and owners, during
2003 and the first six months of 2004, HAI was engaged in the
restoration and refurbishing of the San Juan Airport Hotel located
in the Luis Mu¤oz Marˇn International Airport in Carolina, Puerto
Rico.  Operations commenced in July 2004.  The hotel consists of
125 rooms, a restaurant, various meeting spaces and supporting
facilities in an area of approximately 60,000 square feet.

During the year ending June 30, 2009, HAI's management, decided to
discontinue the Casino operations, and on July 7, 2009, said
operation was closed.  The casino property and equipment amounting
to $967,399 was liquidated and the proceeds applied to the
outstanding loan with Firstbank.

HAI leases the hotel facilities from the Puerto Rico Port
Authority under a lease agreement executed on March 27, 2007, and
subsequently amended on various occasions.

HAI filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No.
11-06620) on Aug. 5, 2011.  Judge Enrique S. Lamoutte Inclan
oversees the case.  Edgardo Munoz, PSC, in San Juan, P.R., serves
as bankruptcy counsel.  Francisco J. Garrido Molina serves as its
accountant, and RS & Associates as external auditors to perform
auditing services.  The Debtor disclosed US$8,547,993 in assets
and US$171,169,392 in liabilities as of the Chapter 11 filing.
The petition was signed by David Tirri, its president.


INTEGRATED HEALTHCARE: Incurs $13.8MM Net Loss in Fiscal 3rd Qtr.
-----------------------------------------------------------------
Integrated Healthcare Holdings, Inc., reported a net loss of
$13.8 million on $89.90 of net patient service revenues for the
three months ended Dec. 31, 2012, compared with net income of
$12.7 million on $114.0 million of net patient service revenues
for the three months ended Dec. 31, 2011.

For the nine months ended Dec. 31, 2012, the Company reported a
net loss of $14.6 million on $296.6 million of met patient service
revenues, compared with net income of $10.5 million on
$280.5 million of net patient service revenues for the nine months
ended Dec. 31, 2011.

Operating expenses before interest and warrant loss for the nine
months ended Dec. 31, 2012, were $302.7 million, representing an
increase of $35.6 million, or 13.3%, compared to the nine months
ended Dec. 31, 2011.  The increase is primarily related to QAF
expenses of $45.3 million incurred during the nine months ended
Dec. 31, 2012, compared to $15.9 million during the same period in
fiscal year 2012.

The Company's balance sheet at Dec. 31, 2012, showed
$164.0 million in total assets, $191.8 million in total
liabilities, and a stockholders' deficit of $27.8 million.

As of Dec. 31, 2012, the Company had a total stockholders'
deficiency of $28 million and a working capital deficit of
$33 million.  The Company did not meet the financial covenants for
its revolving line of credit with MidCap, for the period ended
Dec. 31, 2012.  "Although the Company is not required to report
compliance with the financial covenant for its revolving line of
credit until 50 days after the fiscal quarter end, the Company is
seeking the lenders' consent to a potential non-compliance with
this financial covenant." the Company said.

A copy of the Form 10-Q is available at http://is.gd/PY7R6x

Santa Ana, Calif.-based Integrated Healthcare Holdings, Inc., owns
and operates four community-based hospitals located in southern
California.


INTERFAITH MEDICAL: Ombudsman Taps DiConza Traurig as Counsel
-------------------------------------------------------------
Eric M. Huebscher, the patient care ombudsman in the Chapter 11
case of Interfaith Medical Center, Inc., asks the U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ the law firm of DiConza Traurig LLP, as his counsel.

Objections, if any, are due Feb. 26, at 11 a.m.  A March 13
hearing at 11 a.m. has been scheduled in the event of an
objection.

The firm will:

   1. represent the ombudsman in any proceeding or hearing in the
      Bankruptcy Court, and in any action in other courts where
      the rights of the patients may be litigated or affected as a
      result of the case;

   2. advise the ombudsman concerning the requirements of the
      Bankruptcy Code and Bankruptcy Rules and the requirements of
      the Office of the U.S. Trustee relating to the discharge of
      his duties under Section 333 of the Bankruptcy Code; and

   3. perform other legal services as may be required under the
      circumstances of this Case in accordance with the
      ombudsman's powers and duties as set forth in the Bankruptcy
      Code, including assisting the ombudsman with reports to the
      Court, fee applications or other matters.

The hourly rates of the firm's personnel are:

         Jeffrey Traurig                 $445
         Gerard DiConza                  $525
         Of Counsel/Attorneys         $375 - $575
         Legal Assistants/Paralegals  $95 - $195

Notwithstanding the standard hourly rates, DiConza Traurig has
agreed to cap the hourly rates at $445 at this time of case.

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

The firm can be reached at:

         Jeffrey Traurig, Esq.
         Gerard DiConza, Esq.
         DICONZA TRAURIG LLP
         630 Third Avenue, 7th Floor
         New York, NY 10017
         Tel: (212) 682-4940
         Fax: (212) 682-4942
         E-mail: jtraurig@dtlawgroup.com
                 gdiconza@dtlawgroup.com

                 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: Court Sets April 1 Claims Bar Date
------------------------------------------------------
The Bankruptcy Court established April 1, 2013, at 4:00 p.m. as
the deadline for creditors to file of written proofs of claim
against Interfaith Medical Center, Inc.  Governmental entities
have until May 31, 2013, at 4:00 p.m., to file their proofs of
claim.

                 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.


INTERNATIONAL FUEL: J. Hennessy Holds 6% Stake as of Oct. 23
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, John M. Hennessy disclosed that, as of
Oct. 23, 2012, he beneficially owns 7,875,000 shares of common
stock of International Fuel Technology, Inc., representing 6.54%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/L51Tzv

                      About International Fuel

St. Louis, Mo.-based International Fuel Technology, Inc., is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.

BDO USA, LLP, in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations,
working capital and stockholders' deficits and cash obligations
and outflows from operating activities that raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $2.57 million in 2011, compared
with a net loss of $2.21 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $2.45
million in total assets, $4.74 million in total liabilities and a
$2.28 million total stockholders' deficit.


INTERSTATE EQUIPMENT: Evans Appeal in Suit vs. Joe Campbell Denied
------------------------------------------------------------------
The Court of Appeals of Kentucky rendered a ruling on February 15,
2013, dismissing an appeal filed by James A. Evans from an order
of the Madison Circuit Court denying his motion for summary
judgment in an action for breach of contract.

The case is JAMES A. EVANS, Appellant, v. JOE CAMPBELL, Appellee,
No. 2012-CA-000080-MR.

Joseph L. Campbell founded Interstate Equipment Sales and Rentals,
Inc., in 1994, and he served as its president. Its principal place
of business is in Madison County.

Shortly after Mr. Campbell became acquainted with Mr. Evans, Mr.
Campbell offered him a position as sales manager with Interstate
Equipment. In order to memorialize the terms of his employment,
Mr. Evans drafted a letter of agreement which he tendered to
Campbell on July 5, 2006. The agreement set forth Mr. Evans's
annual salary, described his benefits, and included a formula for
computing his commissions on sales. The agreement provided that
"[t]he terms of this employment are agreed upon by both parties
for a term of one year, beginning on August 1, 2006." Mr. Campbell
signed the agreement. Mr. Evans left the employment or was
terminated after only three months on the job.

On December 27, 2007, Mr. Evans filed a lawsuit alleging wrongful
discharge and breach of contract against Interstate Equipment and
against Mr. Campbell, individually. The complaint also included
a claim based upon principles of promissory estoppel. On
September 29, 2008, Mr. Evans filed a motion for summary judgment.
The trial court denied the motion two weeks later, and pre-trial
discovery resumed.

In January 2010, Interstate Equipment initiated Chapter 11
bankruptcy proceedings. The claims asserted against the
corporation were dismissed in August 2011, leaving only one issue
to be decided: whether Mr. Campbell had signed the contract in his
representative capacity as principal of the corporation (now
defunct) or in his individual capacity (arguably leaving him
susceptible to liability).

A trial was conducted on December 12, 2011. From the evidence
presented at trial, the jury was not persuaded that Mr. Evans and
Mr. Campbell understood and agreed that Mr. Evans would work for
Mr. Campbell individually rather than for the corporation -- or
that Mr. Campbell individually assumed responsibility for the
corporation's fulfillment of the contract. Consequently, the jury
rejected the argument that Mr. Campbell was individually liable to
Mr. Evans under the terms of the agreement. It rendered a verdict
in Mr. Campbell's favor, and the appeal followed.

On appeal, Mr. Evans argues that the trial court erred as a matter
of law by failing to grant his motion for summary judgment. He
contends that there was no ambiguity as to Mr. Campbell's personal
liability under the contract since he signed the agreement without
any notation as to his capacity as a representative of Interstate
Equipment. Mr. Campbell counters by contending that the denial of
Mr. Evans's motion for summary judgment is not reviewable on
appeal.

Judges Denise Clayton, Sara Combs and Christopher Nickell held
that the trial that followed the denial of the motion for summary
judgment was both appropriate and necessary.

Theodore H. Lavit, Esq., and Cameron C. Griffith, Esq., in
Lebanon, Kentucky, represent Mr. Evans.

Benjamin D. Allen, Esq. -- benallen@gmalaw.com -- in Lexington,
Kentucky, represent Mr. Campbell.

A copy of the Court of Appeals' February 14, 2013 Opinion & Order
is available at http://is.gd/YZYkSUfrom Leagle.com.

                    About Interstate Equipment

Interstate Equipment Sales & Rental, Inc., filed for Chapter 11
protection on January 29, 2010 (Bankr. E.D. Ky. Case No.:
10-50280).  The Debtor is represented by W. Thomas Bunch, Sr.,
Esq.  According to its schedules, the Company has assets of
$9,630,557, and total debts of $16,868,010.


INVESTORS CAPITAL: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Investors Capital Partners II, LP filed with the U.S. Bankruptcy
Court for the Western District of Kentucky its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,933,441
  B. Personal Property              $270,423
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,283,446
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,032,480
                                 -----------      -----------
        TOTAL                    $11,203,864      $12,315,926

A copy of the schedules is available for free at
http://bankrupt.com/misc/INVESTORS_CAPITAL_sal.pdf

Previously, the Court entered an order extending the Debtor's time
to file its schedules and stating that the case will be dismissed
without further notice if the schedules are not filed timely.

                      About Investors Capital

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

In court filings, the Debtors said that their lenders have
attempted to foreclose against the assets of the Debtors, and the
Debtors have been unable to reach agreements with their lenders
that would allow the Debtors to reorganize their debts in an
orderly manner; thus, the Debtors have little option except for
the development of a joint plan to reorganize operations and
restructure debts for the benefit of all creditors and parties in
interest.


JAMES KLINE: Can Assume Eugene Property Lease
---------------------------------------------
Bankruptcy Judge Frank R. Alley, III, authorized James and Liz
Kline to assume a commercial property lease in Eugene and to
reject leases on commercial properties in Springfield and Cottage
Grove.

On Sept. 11, 2007, the Klines, through their newly formed
corporation JNL Ventures, Inc., purchased Gray's Garden Center,
Inc., a business with properties in both Eugene and Springfield,
Oregon, from its owner Scott Bocci. The purchase was made pursuant
to an Asset Sale Agreement for a total purchase price of $990,000,
with $862,342 cash or credit paid at closing and the remainder
payable by a carry-back note in the amount of $127,658, payable to
Mr. Bocci's corporation STWE Enterprises, Inc.  The Note, by its
terms, was "secured by a security interest in certain collateral
identified in the Asset Sale Agreement." A security agreement was
prepared and a financing statement was filed by the seller with
the Oregon Secretary of State.

According to the Debtors' uncontroverted statement, the seller
allowed the financing statement to lapse prior to the bankruptcy
petition date. In any case, both the Debtors and Mr. Bocci are
treating the Note as unsecured. As part of the sale, the Klines
obtained the trade name Gray's Garden Center, Inc. and Gray's
Garden Centers. Other assets acquired as part of the ASA were
listed in an exhibit attached to the agreement.

Contemporaneously with the ASA, the Debtors entered into lease
agreements with HFF Enterprises, LLC, in which Mr. Bocci is the
Member Manager, for the real property at both the Springfield and
Eugene locations. The Eugene lease is a Lease with First Right of
Refusal and contains a cross-default provision referencing the
ASA, Note and security agreement, whereby a default in any of
those three named agreements would constitute a default under the
lease. The Springfield lease is characterized as a Lease Agreement
with Option to Purchase and contains the same cross-default
provision as the Eugene lease. Neither lease references the other
lease. The ASA contains a cross-default provision by which a
default on the Note, security agreement, or in either the
Springfield or Eugene leases would constitute a default under the
ASA. At the time the Debtors filed bankruptcy, the ASA and Note
had come due and were in default.

Prior to filing bankruptcy, the Debtors dissolved the Gray's
Garden Center, Inc. corporation and transferred the assets of the
business to themselves as individuals. The Debtors filed a motion
under 11 U.S.C. Sec. 3651 to reject the Springfield lease and a
subsequently executed lease on property in Cottage Grove and to
assume the lease on the Eugene property. Mr. Bocci and STEW
Enterprises, Inc. filed an objection and seek a further ruling by
the court as to the amount required to bring the Eugene lease
current and the amount of rent the Debtors will be required to pay
in the future on the assumed lease. Those matters were taken under
advisement at the conclusion of the hearing on that and other
matters on Jan. 30, 2013.

According to Judge Alley, evidence was presented at the hearing
that the Debtors are current on their lease obligations. Because
the Court has determined that the Eugene and Springfield leases
are severable from the obligations under the ASA and the Note, the
Court will allow assumption of the Eugene lease.

A copy of the Court's Feb. 14, 2013 Memorandum Opinion is
available at http://is.gd/qbWs76from Leagle.com.

James and Liz Kline filed for Chapter 11 bankruptcy (Bankr. D.
Ore. Case No. 12-65099) on Nov. 30, 2012.


JEFFREY PROSSER: DVI Court Revisits Ruling on Exemptions
--------------------------------------------------------
Bankruptcy Judge Judith K. Fitzgerald, sitting in the U.S.
Bankruptcy Court, District of Virgin Islands, Bankruptcy Division,
revisited her prior ruling on Jeffrey J. Prosser's claims for
exemption.

James P. Carroll, Chapter 7 Trustee of the Estate of Jeffrey J.
Prosser; Stan Springel, Chapter 11 Trustee of the Estates of
Innovative Communication Corporation, Emerging Communications,
Inc., and Innovative Communication Company, LLC; and Greenlight
Capital Qualified, L.P., Greenlight Capital, L.P., and Greenlight
Capital Offshore, Ltd., objected to the exemptions Mr. Prosser
claimed pursuant to Sec. 522 of the Bankruptcy Code in these
properties:

     (1) real property located at Hermon Hill, Plots 96, 97A,
         Christiansted, St. Croix, U.S. Virgin Islands;

     (2) real property located at Estate Shoys, Plot Numbers 4,
         4A, 5, 10A, and 10AA, Christiansted, St. Croix, U.S.
         Virgin Islands;

     (3) real property known as the Shoys Plot (Anna's Hope Plot)
         numbers 168, 169, 170, and 171, Christianstead, St.
         Croix, U.S. Virgin Islands.

On Oct. 9, 2009, the Bankruptcy Court issued an Opinion denying
Mr. Prosser's claimed exemptions in the real property, along with
Mr. Prosser's claimed exemption in an additional piece of real
property located at 252 El Bravo Way, Palm Beach, Florida, on the
grounds that, under the totality of the circumstances, Mr.
Prosser's bad faith conduct throughout his bankruptcy case
warranted a blanket denial of his real property exemptions. On
appeal, Judge Gomez of the U.S. District Court for the United
States Virgin Islands, Division of St. Thomas and St. John,
reversed and remanded that portion of the Exemptions Opinion that
dealt with real estate in the Virgin Islands, holding that
exemptions in real property cannot be denied on the basis of bad
faith conduct that is not directly linked to the real property to
be exempted.

In a Feb. 14, 2013 Memorandum Opinion available at
http://is.gd/IRpJJ5from Leagle.com, Judge Fitzgerald ruled that:

     -- the Debtor cannot exempt his interest in Hermon Hill
        under Sec. 522(b)(3)(B);

     -- despite denying an ownership interest in the Shoys
        Estate, a jury found that Mr. Prosser fraudulently
        conveyed the funds to his wife with which to make
        improvements to the property.  The Debtor's bad faith
        conduct relates directly to the claimed exemption in the
        Shoys Estate under 5 V.I.C. Sec. 478(a) and warrants
        denying a $30,000 exemption; and

     -- the Debtor may exempt his entireties interest in Anna's
        Hope under Sec. 522(b)(3)(B) and that the exemption is not
        limited by Sec. 522(q) as that section applies only to
        exemptions claimed under Sec. 522(b)(3)(A). The objection
        to exemptions as to Anna's Hope is overruled.

            About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection (D.V.I. Case Nos. 06-30007 and 06-30008) on July 31,
2006.  When the Debtors filed for protection from their creditors,
they estimated assets and debts of more than $100 million.

Mr. Prosser and his wife, Dawn Prosser, each claimed an interest
in wines, eventually valued at over $2 million, located at a
number of locations including 252 El Bravo Way, Palm Beach,
Florida; the Shoys Estate, St. Croix, Plots 4, 4A, 5, 10A, and
10AA, Christiansted, St. Croix, U.S. Virgin Islands; 89 Victor
Herbert Road, Lake Placid, New York; Park Avenue Liquor Shop, 292
Madison Avenue, New York; Zachy's Wine and Liquor, Inc.; and a
storage facility called The Store Room.

Mr. Prosser filed for personal chapter 11 protection (D. V.I. Case
No. 06-10006) on July 31, 2006.  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.  The case was later converted to
Chapter 7 liquidation.  James P. Carroll was named Chapter 7
Trustee.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which held an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.


JOLIET CROSSING: Bankruptcy Court Dismisses Chapter 11 Case
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Illinois dismissed
the Chapter 11 case of Joliet Crossings 2010, LLC.

The Court also directed the Debtor to pay the U.S. Trustee the
estimated sum of $650 in payment for the amount owed.

Northbrook Bank & Trust Company, an Illinois banking association,
sought the dismissal of the case, citing, among other things:

   1. The petition was signed by an entity that appears to have no
      relationship to the Debtor and had no authority to file the
      bankruptcy case;

   2. The Debtor failed to attach evidence that it had corporate
      authority to file the bankruptcy petition; and

   3. The bankruptcy filing was made in bad faith with the sole
      purpose of delaying Northbrook Bank's exercise of its rights
      as to that certain non-residential real property.

Northbrook Bank is the successor in interest to First Chicago Bank
& Trust pursuant to a Purchase and Assumption Agreement between
Northbrook Bank and the Federal Deposit Insurance Corporation, as
receiver.  The Debtor borrowed $15,075,000 from FCBT on May 29,
2008, secured by a single mortgage on certain non-residential real
property located at Route 59 and Theodore Street in Joliet,
Illinois.  The Debtor defaulted on its obligations.

                      About Joliet Crossings

Joliet Crossings 2010, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-49294) in Chicago on Dec. 17, 2012.  Ariel
Weissberg, Esq., at Weissberg & Associates, Ltd., serves as
counsel.  The Debtor scheduled $17 million in assets and $15.9
million in liabilities.


JUMP OIL: Taps Mariea Sigmund for Real Estate Issues
----------------------------------------------------
Jump Oil Company, Inc., seeks approval from the Bankruptcy Court
to hire Mariea, Sigmund & Browning, LLC and specifically Timothy
T. Sigmund, as special counsel to perform specialized legal
services, focusing primarily on corporate and real estate issues,
as may be appropriate in the context of the Chapter 11 proceeding.

Mr. Sigmund and MSB have been primarily responsible for
representing Debtor in various ongoing matters and litigation
involving third-parties and have special knowledge and expertise
with respect to Debtor's interests and positions in said
litigation.

MSB and Mr. Sigmund have also represented Miltenberger Oil
Company, Inc., RPM Investment Company, Inc., Steven and Sondra
Miltenberger and Jason Miltenberger; parties related to the Debtor
at one time or another.  MSB and Mr. Sigmund continue to represent
RPM in general business matters, and are currently assisting RPM
and the individuals referenced above in a lawsuit in the Northern
District of Oklahoma styled Conoco Phillips Company v. Jump Oil
Company, et al (Case No. 12-CV-249-JHP-PJC).  MSB does not believe
its representation in the suit is adverse to Debtor or in conflict
with its limited representation of the Debtor in the Chapter 11
proceeding.

The hourly rate of shareholder, Timothy T. Sigmund, is $195 per
hour.  This rate is the same as rates generally charged for
services rendered in all matters handled by MSB and are
competitive with those charged by other law firms in St. Louis for
services comparable to those to be provided by MSB.

MSB has received an advance deposit of $20,000, from which
$4,043 was expended to reimburse the firm for services by MSB
prior to the Petition Date, and the balance of $16,000 is being
held in an interest bearing account with Providence Bank, pending
subsequent order of the Court.

                      About Jump Oil Company

Jump Oil 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
Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station 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: Proposes Wolff & Taylor as Accountants
------------------------------------------------
Jump Oil Company, Inc., seeks approval from the Bankruptcy Court
to employ Wolff & Taylor as accountants for the limited purposes
of conducting an internal audit and preparing its 2012 tax
returns.

Wolff & Taylor has indicated its willingness to serve as
accountants for the Debtor and to receive compensation at its
standard billing rates of $300 per hour for Richard E. Wolff, CPA,
$225 per hour for Larry E. Wolff, CPA and $175 for Jon Meyer, CPA,
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.

Wolff & Taylor has not received a prepetition retainer for either
fees and/or expenses to be incurred in the Chapter 11 proceedings.
Wolff & Taylor has provided services to the Debtor prior to the
commencement of the Chapter 11 case, but has been paid for all but
$900.  The firm waives any right to the $900 outstanding and is
not a creditor of the Debtor.

                      About Jump Oil Company

Jump Oil 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
Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station 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.


KINBASHA GAMING: H. Takahama Owns 11% Equity Stake at Feb. 13
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hideo Takahama disclosed that, as of Feb. 13, 2013, he
beneficiall owns 1,351,317 shares of common stock of Kinbasha
Gaming International, Inc., representing 11% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/YyDI5j

                       About Kinbasha Gaming

Westlake Village, California-based Kinbasha Gaming International,
Inc., owns and operates retail gaming centers, commonly called
"pachinko parlors," in Japan.  These parlors, which resemble
Western style casinos, offer customers the opportunity to play the
games of chance known as pachinko and pachislo.  Pachinko gaming
is one of the largest entertainment business segments in Japan.

These operations are conducted predominately through Kinbasha's
98% owned Japanese subsidiary, Kinbasha Co. Ltd. ("Kinbasha
Japan").  Kinbasha Japan has been in this business since 1954.  As
of September 30, 2012, the Company operated 21 pachinko parlors,
of which 18 were in the Japanese prefecture of Ibaraki, two were
in the Tokyo metropolis, and one was in the Chiba prefecture.

The Company's balance sheet at Sept. 30, 2012, showed
$150.0 million in total assets, $201.9 million in total
liabilities, and a stockholders' deficit of $51.9 million.

Marcum LLP, in Los Angeles, Calif., expressed substantial doubt
about Kinbasha's ability to continue as a going concern following
their audit of the Company's financial statements for the fiscal
year ended March 31, 2012.  The independent auditors noted that
the Company has incurred substantial losses, its current
liabilities exceeds its current assets and the Company is
delinquent on the repayment of its capital lease obligations.


KINBASHA GAMING: M. Takahama Holds 62% Equity Stake at Feb. 13
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Masatoshi Takahama disclosed that, as of Feb. 13,
2013, he beneficially owns 7,679,513 common shares of Kinbasha
Gaming International, Inc., representing 62.6% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/tpaO6o

                       About Kinbasha Gaming

Westlake Village, California-based Kinbasha Gaming International,
Inc., owns and operates retail gaming centers, commonly called
"pachinko parlors," in Japan.  These parlors, which resemble
Western style casinos, offer customers the opportunity to play the
games of chance known as pachinko and pachislo.  Pachinko gaming
is one of the largest entertainment business segments in Japan.

These operations are conducted predominately through Kinbasha's
98% owned Japanese subsidiary, Kinbasha Co. Ltd. ("Kinbasha
Japan").  Kinbasha Japan has been in this business since 1954.  As
of September 30, 2012, the Company operated 21 pachinko parlors,
of which 18 were in the Japanese prefecture of Ibaraki, two were
in the Tokyo metropolis, and one was in the Chiba prefecture.

The Company's balance sheet at Sept. 30, 2012, showed
$150.0 million in total assets, $201.9 million in total
liabilities, and a stockholders' deficit of $51.9 million.

Marcum LLP, in Los Angeles, Calif., expressed substantial doubt
about Kinbasha's ability to continue as a going concern following
their audit of the Company's financial statements for the fiscal
year ended March 31, 2012.  The independent auditors noted that
the Company has incurred substantial losses, its current
liabilities exceeds its current assets and the Company is
delinquent on the repayment of its capital lease obligations.


LCI HOLDING: Texas DSHS to Have Copies of Ombudsman Reports
-----------------------------------------------------------
The Texas Department of State Health Services (DSHS) wants the
Bankruptcy Court to add language to order appointing a patient
care ombudsman in the Chapter 11 cases of LCI Holdings Company,
Inc., et al., to include a provision that requires the Patient
Care Ombudsman to provide copies of its periodic written reports
regarding the quality of patient care provided to patients of the
Debtors upon the agency that regulates the Debtors' facilities in
each state where located.  The Debtors, in reply to DSHS's motion
for reconsideration, tell the Court that they agreed with the
proposed additional language to the order.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4 percent of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LEHMAN BROTHERS: Court OKs Committee Members' Fee Application
-------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York entered on February 15, 2013, a memorandum
decision granting the omnibus application for payment of fees and
reimbursement of expenses claimed by individual members of the
Official Committee of Unsecured Creditors in In re: LEHMAN
BROTHERS HOLDINGS INC., et al., Chapter 11, Debtors, Case No. 08-
13555 (JMP).

The issue before the Court is whether to allow the professional
fees of members of the Official Committee of Unsecured Creditors,
including two indenture trustees, which total $26 million.

The United States Trustee for Region 2 challenged the fee request
arguing that the payment of the fees and expenses under Section
6.7 of Lehman's confirmed Plan of Reorganization violated the
Bankruptcy Code.

In his ruling, Judge Peck held that the UST Fee Objection is not
well-founded and is overruled.

"It is based on the proposition that Section 503(b) standards for
allowing administrative expenses necessarily must govern the right
of individual members of an official committee to receive
reimbursements for their professional expenses. That mixes up the
test for being able to assert an administrative expense claim with
the right to receive a payment that the Debtors voluntarily have
proposed to make under the Plan and that may be authorized in
accordance with Section 1129(a)(4)," he said.

"A consensual payment offered by a debtor is not the same as and
should not be confused with the treatment of a claim made against
a debtor," Judge Peck added.  "Section 6.7 is an example of such a
consensual payment offered to the Applicants in consideration of
their extraordinary services in the Lehman cases that contributed
to the success of the Plan.  Provisions such as this are not
standard, but they are permissible.  While permissible, payment of
professional fees to members of an official committee under a plan
is a practice that, in the Court's judgment, should be reserved
for those special occasions of exceptional justification
comparable to those presented by the Applicants."

Judge Peck directed the Applicants to meet and confer with the UST
in an effort to resolve any remaining questions as to
reasonableness of the fees granted under Section 6.7 of the Plan.
Unresolved questions will be submitted to the Court for a
determination of reasonableness in accordance with Section
1129(a)(4).

A copy of the Bankruptcy Court's February 15, 2013 memorandum
decision is available at http://is.gd/LQz5cxfrom Leagle.com.

Attorneys for the United States Trustee:

          Susan Golden, Esq.,
          Tracy Hope Davis, Esq.,
          OFFICE OF THE UNITED STATES TRUSTEE
          New York, NY

Attorneys for Fee Committee:

          Katherine Stadler, Esq.
          GODFREY & KAHN, S.C.
          Madison, WI
          E-mail: kstadler@gklaw.com

Attorneys for Wilmington Trust Company:

          Michael B. Hopkins, Esq.
          COVINGTON & BURLING LLP
          New York, NY
          E-mail: mhopkins@cov.com

Attorneys for U.S. Bank National Association:

          Richard Hiersteiner, Esq.
          Jeanne P. Darcey, Esq.
          SULLIVAN & WORCESTER LLP
          Boston, MA
          E-mail: rhiersteiner@sandw.com
                  jdarcey@sandw.com

Attorneys for Bank of New York Mellon:

          Russell L. Reid, Jr., Esq.
          SHEPPARD MULLIN RICHTER & HAMPTON LLP
          London, England
          E-mail: rreid@sheppardmullin.com

               - and -

          Michael Ahrens, Esq.
          San Francisco, CA,
          E-mail: mahrens@sheppardmullin.com

Attorneys for Elliott Management Corp.:

          Matthew J. Gold, Esq.
          KLEINBERG, KAPLAN, WOLFF & COHEN, P.C.
          New York, NY
          E-mail: mgold@kkwc.com

                    About Lehman Brothers

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

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LIBERATOR INC: Reports $103,700 Net Income in Dec. 31 Quarter
-------------------------------------------------------------
Liberator, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $103,707 on $3.98 million of net sales for the three months
ended Dec. 31, 2012, as compared with net income of $39,959 on
$4.29 million of net sales for the same period during the prior
year.

For the six months ended Dec. 31, 2012, the Company reported net
income of $110,184 on $7.19 million of net sales, as compared with
a net loss of $132,986 on $7.24 million of net sales for the same
period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $3.78 million
in total assets, $4.98 million in total liabilities and a $1.19
million total stockholders' deficit.

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

                        http://is.gd/KyYAF4

Atlanta, Georgia-based Liberator is a vertically integrated
manufacturer that designs, develops and markets products and
accessories that enhance intimacy.  Liberator is also a nationally
recognized brand trademark, brand category and a patented line of
products commonly referred to as sexual positioning shapes and sex
furniture.

The Company reported a net loss of $782,417 fiscal 2012, compared
with a net loss of $801,252 in fiscal 2011.

Webb & Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about Liberator's ability to continue as a going
concern following the fiscal 2012 financial results.  The
independent auditors noted that the Company has a net loss of
$782,417, a working capital deficiency of $1.6 million, an
accumulated deficit of $7.8 million, and negative cash flow from
continuing operations of $464,800.


LIBERTY HARBOR: Wants Plan Filing Period Extended to April 22
-------------------------------------------------------------
Liberty Harbor Holding, LLC, et al., ask the Bankruptcy Court to
further extend the Debtors' exclusive period for filing a plan of
reorganization through April 22, 2013, and the Debtors' exclusive
period in which to obtain confirmation for a plan of
reorganization through June 7, 2013.

According to papers filed with the Court, the Debtors say that
they have reached agreements with most of the major constituents
in their Chapter 11 cases, but it is unlikely that the preparation
of a plan and disclosure statement will be completed by Feb. 21,
2013, the expiry date of the Debtors' current exclusivity period.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D.N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Each of the
Debtors is solely owned by Peter Mocco.

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has $3.62
million of debt, consisting of accounts payable of $73,500 and
unsecured non-priority claims of $3,540,000.  The Debtor's real
property consists of Block 60, Jersey City, NJ 100% ownership Lots
60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

Judge Novalyn L. Winfield presides over the case.  Wasserman,
Jurista & Stolz, P.C. srves as insolvency counsel and Scarpone &
Vargo as special litigation counsel.  The petition was signed by
Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LIBERTY MEDICAL: Proposes Epiq as Claims and Noticing Agent
-----------------------------------------------------------
ATLS Acquisition, LLC, et al., entities that own the Liberty
Medical diabetics supply business seek approval from the
bankruptcy court to employ Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent, nunc pro tunc to their Petition Date.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be 3,000 entities
to be noticed.  In view of the number of anticipated claimants and
the complexity of the Debtors' businesses, the Debtors submit that
the appointment of a claims and noticing agent is both necessary
and in the best interests of both the Debtors' estates and their
creditors.

Prior to the selection of Epiq, the Debtors reviewed and
competitively compared engagement proposals from three court-
approved claims and noticing agents, including Epiq, to ensure
selection through a competitive process.

As claims agent, Epiq will charge the Debtor at rates comparable
to those charged by other providers of similar services:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical                                     $30 to $45
Case Manager                                 $60 to $95
IT/ Programming                              $70 to $135
Senior Case Manager / Consultant            $100 to $140
Senior Consultant                           $160 to $195

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month, with
fees for the first three months waived.

Epiq can be reached at:

         EPIQ BANKRUPTCY SOLUTIONS, LLC
         757 Third Avenue, Third Floor
         New York, NY 10017
         Atthn: Lorenzo Mendizabal

                       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 a 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 Epiq as Administrative Advisor
--------------------------------------------------------
ATLS Acquisition, LLC, et al., entities that own the Liberty
Medical diabetics supply business seek approval to employ Epiq
Bankruptcy Solutions, LLC, as administrative advisor, nunc pro
tunc to their Petition Date.  The Debtors said that the size,
complexity of business and their relatively small workforce make
it necessary to retain Epiq to provide administrative services.

As administrative advisor, Epiq will, among other things, assist
the Debtors with the solicitation and balloting of votes in
connection with a Chapter 11 plan.  For the solicitation and
tabulation services, Epiq will charge $290 per hour for work
performed by the executive vice president, and $250 per hour for
work performed by the vice president and director of solicitation.

                       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 a 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: Taps Greenberg Traurig as Counsel
--------------------------------------------------
ATLS Acquisition, LLC, et al., entities that own the Liberty
Medical diabetics supply business seek approval from the
bankruptcy court to employ the law firm of Greenberg Traurig, LLP
as counsel to the Debtors, nunc pro tunc as of their Petition
Date.

Greenberg Traurig has become intimately familiar with the Debtors'
business and operations and many of the legal issues that may
arise in the context of these Chapter 11 Cases while acting as the
Debtors' corporate and restructuring counsel prior to the Petition
Date.

Greenberg Traurig has advised the Debtors that the current hourly
rates applicable to the principal attorneys and paralegals
proposed to represent the Debtors are:

    Professional                  Hourly Rate
    ------------                  -----------
Nancy A. Mitchell                     $955
Paul J. Keenan                        $630
Dennis A. Meloro                      $570
Matthew L. Hinker                     $515
Paul T. Martin                        $470
Doreen Cusumano (Senior Paralegal)    $320
Elizabeth Thomas (Paralegal)          $260

Other attorneys and paralegals will render services to the Debtors
as needed.  Generally, Greenberg Traurig's hourly rates are in the
following ranges:

    Professional                  Hourly Rate
    ------------                  -----------
    Shareholders                 $350 to $1,145
    Of Counsel                   $265 to $1,050
    Associates                   $130 to $725
    Legal Assistants/Paralegals   $65 to $335

Because Greenberg Traurig is a large firm with an international
practice, Greenberg Traurig may currently represent, or may have
in the past represented, certain creditors of the Debtors' estates
or other parties-in-interest in matters unrelated to the Debtors.
None of Greenberg Traurig's representations of any of the parties-
in-interest in the Chapter 11 cases accounted for more than 2% of
Greenberg Traurig's aggregate revenues during fiscal year 2011 or
2012 to date.

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

                       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 a 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.


MCCLATCHY CO: BlueMountain Hikes Equity Stake to 7.6% at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlueMountain Capital Management, LLC,
disclosed that, as of Dec. 31, 2012, it beneficially owns
4,614,538 Class A common stock of The McClatchy Company
representing 7.6% of the shares outstanding.  BlueMountain
previously reported beneficial ownership of 4,047,968 Class A
shares as of Dec. 31, 2011.  A copy of the amended filing is
available for free at http://is.gd/T3HzRK

                    About The McClatchy Company

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


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

                           *     *     *

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

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


MCSI INC: 6th Circ. Says CEO Needs More Than 7 Days in Prison
-------------------------------------------------------------
Jonathan Stempel, writing for Reuters, reported that a former
chief executive who pleaded guilty to wrongdoing in a scheme that
ultimately helped drive his company into bankruptcy could have
been sent to prison for 10 years. The trial judge thought seven
days was fair but a federal appeals court said Friday it was not
long enough.

Reuters related that the 6th U.S. Circuit Court of Appeals said
Michael Peppel, the former chief executive of the audio-visual
technology company MCSi Inc, must be resentenced for his 2010
guilty plea to charges of conspiracy to commit fraud, false
certification of a financial report, and money laundering.

Reuters further related that the appeals court said U.S. District
Judge Sandra Beckwith in Cincinnati abused her discretion in
sentencing Peppel to an "unreasonably low" week behind bars based
almost solely on her belief that the defendant was "a remarkably
good man."

Prosecutors had charged Peppel in December 2006 over an alleged
fraud they said had begun six years earlier, amid financial
difficulties at his publicly traded, Dayton, Ohio-based company,
Reuters said. Peppel was accused of working with his chief
financial officer to inflate results through sham transactions
with a firm called Mercatum Ltd, and companies such as FedEx Corp
that were not implicated in wrongdoing. Prosecutors said he also
sold $6.8 million of MCSi stock during this time. By the end of
2003, MSCI was bankrupt, and a reported 1,300 people had lost
their jobs.

The case is U.S. v. Peppel, 6th U.S. Circuit Court of Appeals, No.
11-4327.

                           About MCSi

Headquartered in Dayton, Ohio, MCSi, Inc., was a leading provider
of state-of-the-art presentation, broadcast and supporting network
technologies for businesses, churches, government agencies and
educational institutions.  The Company, along with its affiliates,
filed for chapter 11 protection on June 3, 2003, (Bankr. D.
Maryland Case No. 03-80169).  On Feb. 23, 2004, the Bankruptcy
Court allowed the Debtors to wind-down their operations and
liquidate their assets.  Aryeh E. Stein, Esq., Paul Nussbaum,
Esq., Martin T. Fletcher, Esq., and Dennis J. Shaffer, Esq., at
Whiteford, Taylor & Preston LLP represent the Debtors in their
bankruptcy cases.  When the Debtors filed for protection from its
creditors, they reported assets of $181,058,000 and liabilities
totaling $155,590,000.


MID AMERICA BRICK: Has DIP Financing from ACP Consortium
--------------------------------------------------------
Greta Weiderman, writing for St. Louis Business Journal, reported
that Mid America Brick & Structural Clay Products LLC filed for
chapter 11 bankruptcy, blaming depression of the U.S. housing
market and over-capacity in the brick industry.

According to the report, Mid America Brick intends to reorganize
and has obtained debtor-in-possession financing from a consortium
led by an affiliate of Advantage Capital Partners, a St. Louis
venture capital and small business finance firm, Mid America
officials said in a statement. The company intends to honor all
obligations to its suppliers, officials said.

According to the Business Journal, led by CEO Frank Cordie, Mid
America Brick is seeking a partner as part of an asset purchase
transaction or a recapitalization of the company.

The Business Journal said Mid America Brick's production facility
was dormant in December and January.  It is in the process of
resuming production and plans to return to full employment levels
by the end of February, officials said.

Mid America Brick used funding from Advantage Capital, Rand
Capital, Environmental Liability Transfer and other investors to
buy, revamp and operate the former A.P. Green brick factory, the
report said. Mid America Brick was founded in 2010 and began
producing brick in summer 2011. Advantage Capital Partners
provided $9.75 million of the $21.9 million total project
financing needed to re-open the plant. Mid America Brick also
obtained funding from Neighborhood Improvement District bonds, a
Missouri Department of Economic Development loan, Brownfield tax
credits, a Community Development Block Grant and other incentives.

Mid America Brick & Structural Clay Products, LLC, filed a Chapter
11 petition (Bankr. E.D. Mo. Case No. 13-20029) on Feb. 15, 2013.
Bonnie L. Clair, Esq., Brian James LaFlamme, Esq., and David A.
Sosne, Esq., at Summers Compton Wells PC, serve as counsel to the
Debtor.  The Debtor estimated assets and debts in excess of
$1 million.

The largest creditors are Community South Bank, owed $3 million;
the city of Mexico, Mo., owed $1.4 million; and the Missouri
Department of Economic Development, owed $1 million.


MIKE TYSON: 2nd Cir. Keeps Ruling on Straight-Out Promotions Claim
------------------------------------------------------------------
Straight-Out Promotions LLC and Chris Webb, so-called Kentucky
Defendants, failed to advance at the Court of Appeals level on
their appeal from a judgment of the United States District Court
for the Southern District of New York (Cote, J.), affirming the
decision of the U.S. Bankruptcy Judge (Gropper, J.) who oversees
boxer Michael G. Tyson's Chapter 11 case, which denied their
cross-claims against Frank Warren and Edward Simons.  The U.S.
Court of Appeals for the Second Circuit affirmed the lower court
decisions.

Frank Warren and Edward Simons, as UK Defendants, are related to a
British shell company, Brearly, that contracted with the Kentucky
Defendants to sell foreign rights to a prizefight between Mr.
Tyson and an English boxer, Danny Williams.  Brearly's guarantee
on the foreign rights was dishonored; Mr. Tyson's estate in
bankruptcy sued all of the defendants in the Bankruptcy Court of
the U.S. District Court for the Southern District of New York, and
the Kentucky Defendants cross-claimed against the UK Defendants,
relying chiefly on a default judgment that they had obtained
against Brearly of more than $4 million.

The appellate case is, R. TODD NEILSON, PLAN ADMINISTRATOR OF THE
MGT CHAPTER 11 LIQUIDATING TRUST, on behalf of the MGT CHAPTER 11
LIQUIDATING TRUST and on behalf of MICHAEL G. TYSON, an
Individual, Plaintiff, v. STRAIGHT-OUT PROMOTIONS, LLC, and CHRIS
WEBB, an Individual, Defendants-Cross-Claimants-Appellants, v.
FRANK WARREN, EDWARD SIMONS, Defendants-Cross-Defendants-
Appellees, No. 12-936 (2nd Cir.).  A copy of the Appeals Court's
Feb. 15 Summary Order is available at http://is.gd/7fmNsPfrom
Leagle.com.  The Appeals Court panel consists of Dennis Jacobs,
Chief Judge, Amalya L. Kearse, and Susan L. Carney, Circuit
Judges.

J. Bruce Miller, Esq. -- jbm@jbmlg.com -- at J. Bruce Miller Law
Group, in Louisville, Kentucky, argues for Straight-Out Promotions
LLC and Chris Webb.

Howard Karasik, Esq., at Sherman, Citron & Karasik, in New York,
NY., represents Frank Warren.

Professional boxer and former world heavyweight champion Michael
G. Tyson sought protection under Chapter 11 (Bankr. S.D.N.Y. Case
No. 03-41900) on Aug. 1, 2003, along with Mike Tyson Enterprises,
Inc. (Bankr. S.D.N.Y. Case No. 03-41901).  Robert Joel Feinstein,
Esq., Alan J. Kornfeld, Esq., and Beth E. Levine, Esq., Pachulski,
Stang, Ziehl, Young, Jones & Weintraub P.C., represent Mr. Tyson
and the MGT Chapter 11 Liquidating Trust established under the
terms of his Chapter 11 plan dated June 24, 2004.  The Trust, for
which R. Todd Neilson serves as the Plan Administrator, has the
authority to collect proceeds from a series of post-confirmation
bouts Mr. Tyson agreed to hold and to prosecute causes of action
on behalf of Tyson's estate.


MOMENTIVE SPECIALTY: Closes Tender Offer & Consent Solicitation
---------------------------------------------------------------
Momentive Specialty Chemicals Inc., on Feb. 14, 2013, completed
its previously announced tender offer and consent solicitation to
purchase for cash any and all of the outstanding Notes.  The
Tender Offer expired at 12:00 midnight, New York City time, on
Feb. 13, 2013.  The Company received tenders from the holders of
$89,000,000 aggregate principal amount, or approximately 74.37% of
the outstanding amount, of the Notes by the expiration of the
consent and early tender payment deadline, Jan. 30, 2013, at 5:00
p.m., New York City time.  On Jan. 31, 2013, the Company accepted
for early payment, and paid for, the Notes tendered prior to the
Early Tender Time.  No additional Notes were tendered from the
Early Tender Time to the Expiration Time.

Momentive Specialty used a portion of the net proceeds of the
issuance of the $1,100,000,000 aggregate principal amount of
First-Priority Senior Secured Notes due 2020 of Hexion U.S.
Finance Corp., the Company's wholly-owned subsidiary, that had
been irrevocably deposited with Wilmington Trust Company, as
trustee for the Second-Priority Senior Secured Floating Rate Notes
due 2014 of Hexion U.S. and Hexion Nova Scotia Finance, ULC, to
satisfy and to discharge the obligations of the Issuers under the
indenture, dated as of Nov. 3, 2006.

The Company previously caused a letter of notice of redemption to
be made to redeem all of the outstanding Notes on March 2, 2013,
at a redemption price equal to 100.00% plus accrued and unpaid
interest to the redemption date.

                     About Momentive Specialty

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

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

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

                           *     *     *

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

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


MSR RESORT: Lender Consents to Cash Collateral Use Until Feb. 28
----------------------------------------------------------------
The U.S. Bankruptcy Court Southern District of New York signed a
stipulation and order further extending MSR Resort Golf Course
LLC, et al.'s access to cash collateral under final order
authorizing the use the prepetition secured parties' cash
collateral of prepetition secured parties.

Under the stipulation,

   -- Midland Loan Services, Inc. consents to the use cash
      collateral until Feb. 28, 2013;

   -- the Debtors' obligations will continue to apply with equal
      force in connection with all postpetition financing
      previously obtained by the Debtors and with any further
      postpetition financing, provided however, that the calendar
      maturity date will be Feb. 28, 2013; and

   -- Midland agrees to the temporary waiver and forbearance;
      provided, however, that nothing herein will operate as a
      waiver or forbearance of any of Midland's other rights under
      the cash collateral order.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MSR RESORT: DIP Loan Maturity Date Extended Until Feb. 28
---------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York signed a stipulation extending the
maturity date of MSR Resort Golf Course LLC, et al.'s debtor-in-
possession financing facility.

The stipulation signed with the DIP lenders provides for an
extension of the maturity date through a seventh amendment to the
DIP credit agreement.  A copy of the Seventh DIP Amendment is
available for free at:
http://bankrupt.com/misc/MSRRESORT_dip-ext_stipulation.pdf

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.




NAVISTAR INTERNATIONAL: Amends Pooling and Servicing Agreement
--------------------------------------------------------------
Navistar Financial Securities Corporation, Navistar Financial
Corporation and Navistar Financial Dealer Note Master Owner Trust
II entered into Amendment No. 1 to the Pooling and Servicing
Agreement.

On Feb. 13, 2013, the Issuing Entity and Citibank, N.A., as
indenture trustee entered into Amendment No. 1 to Indenture.  The
PSA Amendment and the Indenture Amendment, among other things,
amend certain provisions of the Pooling and Servicing Agreement,
dated as of Nov. 2, 2011.

On Feb. 14, 2013, the Issuing Entity issued a series of notes
designated the Floating Rate Asset Backed Notes, Series 2013-1.
The Series 2013-1 Notes include four classes of Notes: the Class A
Notes, the Class B Notes, the Class C Notes and the Class D Notes.
The principal characteristics of the Series 2013-1 Notes are as
follows:

Number of classes within Series 2013-1 Notes: Four
Initial Class A Notes Outstanding Principal Amount: $169,060,000
Initial Class B Notes Outstanding Principal Amount: $10,500,000
Initial Class C Notes Outstanding Principal Amount: $9,390,000
Initial Class D Notes Outstanding Principal Amount: $11,050,000
Initial Total Series 2013-1 Notes Outstanding Principal Amount:
$200,000,000
Class A Note Rate: 1-month LIBOR + 0.67%
Class B Note Rate: 1-month LIBOR + 1.00%
Class C Note Rate: 1-month LIBOR + 1.50%
Class D Note Rate: 1-month LIBOR + 2.25%
Closing Date: February 14, 2013
Expected Principal Distribution Date: January 26, 2015
Legal Final Maturity Date: January 25, 2018
Ordinary means of principal repayment: Accumulation Period

Accumulation Period Commencement Date: A date within nine months
prior to the Expected Principal Distribution Date, as determined
by the Servicer

Primary source of credit enhancement for Class A Notes:
Subordination of Class B Notes, the Class C Notes and Class D
Notes, Overcollateralization represented by the Issuing Entity
Certificate issued to the Depositor and a spread account

Primary source of credit enhancement for Class B Certificates:
Subordination of Class C Notes and the Class D Notes and
Overcollateralization represented by the Issuing Entity
Certificate issued to the Depositor and a spread account

Primary source of credit enhancement for Class C Certificates:
Subordination of Class D Notes and Overcollateralization
represented by the Issuing Entity Certificate issued to the
Depositor and a spread account

Primary source of credit enhancement for Class D Certificates:
Overcollateralization represented by the Issuing Entity
Certificate issued to the Depositor and a spread account

Series 2013-1 Overcollateralization Percentage: 9.50% divided by
1.00 minus 9.50%

Series 2013-1 Target Overcollateralization Amount: the product of
the Series 2013-1 Overcollateralization Percentage and the Series
2013-1 Nominal Liquidation Amount

Servicing Fee Percentage: 1.0%

A copy of the Amendment to the Pooling Agreement is available at:

                        http://is.gd/g9RpZm

A copy of the Amendment to Indenture is available for free at:

                        http://is.gd/Xn51MP

A copy of the Indenture Supplement is available for fee at:

                        http://is.gd/oEJCP1

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.

The Company's balance sheet at Oct. 31, 2012, showed $9.10 billion
in total assets, $12.36 billion in total liabilities and a $3.26
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NECH LLC: Hires KG Law as Bankruptcy Counsel
--------------------------------------------
NECH, LLC, seeks permission from the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, to employ
Vakhe Khodzhayan, Esq., and KG Law as general bankruptcy counsel,
to be paid on a retainer of $3,500 plus the filing of $1,089 paid
by the Debtor prior to bankruptcy.  Mr. Khodzhayan assures the
Court that he is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtor's and its estates.

                          About NECH LLC

Baldwin Park, California-based NECH, LLC, filed its Chapter 11
petition on Aug. 12, 2012, in the U.S. Bankruptcy Court Central
District of California (Los Angeles), with Case No. 12-39607,
under Judge Richard M. Neiter.  NECH disclosed $9,836,584 in
assets and $286,628,147 in liabilities.  Bank of America, N.A.,
which holds a $283,790,245 claim, is the largest unsecured
creditor.


OMTRON USA: Court Okays Upshot Services as Claims Agent
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Omtron USA LLC to employ Upshot Services LLC as its
claims and noticing agent to prepare and serve required notices
and documents in the case under the Bankruptcy Code and Federal
Rules of Bankruptcy Procedure.  The Debtor paid Upshot Services a
$5,000 retainer fee before it filed for bankruptcy.

                       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 Lowenstein Sandler as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized the Official Committee of Unsecured Creditors of Omtron
USA, LLC, to retain Lowenstein Sandler PC as counsel, effective as
of Nov. 29, 2012.

Lowenstein Sandler will, among other things, assist the Committee
in negotiating favorable terms for unsecured creditors with
respect to any proposed asset purchase agreement for the sale of
some or all of the Debtor's assets, at these hourly rates:

      Partners                         $475-$945
      Senior Counsel and Counsel       $385-$685
      Associates                       $260-$495
      Paralegals and Assistants        $155-$260

To the best of the Committee's knowledge, Lowenstein Sandler 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: Court Okays Duff & Phelps as Investment Banker
----------------------------------------------------------
Omtron USA, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Duff &
Phelps Securities, LLC, as investment banker to the Debtor, nunc
pro tunc to Nov. 21, 2012.

Duff & Phelps will, among other things:

      (a) contact potential purchasers to solicit their interest
          in the possible sale of the company and providing them
          with the Confidential Information Memorandum under a
          confidential disclosure agreement which was approved by
          the Debtor;

      (b) exert efforts to procure a potential purchaser at the
          earliest, reasonably practical date who is ready,
          willing and able to consummate a sale on terms
          satisfactory to the Debtor;

      (c) participate in due diligence visits, meetings and
          consultations between the Debtor and seriously
          interested potential purchasers and coordinating
          distribution of all information related to the
          transaction with the parties;

      (d) organize and execute a negotiating process with the
          objective of obtaining the best price and terms for the
          transaction; and

      (e) assist the Debtor with evaluating offers, indications of
          interests, negotiating agreements and definitive
          contracts.

Duff & Phelps will be entitled to receive as compensation for its
investment banking services:

      (a) consulting fee of $40,000 paid in cash by the Debtor's
          parent company upon execution of the engagement letter.
          The Consulting Fee has covered the costs of researching
          prospective potential purchasers, the preparation of the
          Confidential Information Memorandum and the initial due
          diligence phase of D&P's engagement;

      (b) nonrefundable Transaction Fee equal to 4% of the
          aggregate consideration involved in the transaction
          payable in cash at the time of the closing of the
          transaction, if a transaction occurs either: (i) during
          the term of Duff & Phelps' employment or (ii) at any
          time during the 12 month period following the effective
          date of termination of Duff & Phelps' employment under
          the engagement letter;

      (c) reimbursement, from time-to-time, for reasonable
          out-of-pocket and incidental expenses as documented for
          travel, meals, lodging, computer & research charges,
          virtual dataroom set-up & maintenance, reasonable
          attorney fees (including the review of engagement
          documentation and similar pleadings by outside counsel,
          if necessary) and other miscellaneous expenses incurred
          during the term, and in furtherance, of Duff & Phelps'
          employment.  As a courtesy to the Debtor and in
          furtherance of its desire to see a successful sale, Duff
          & Phelps has agreed to accrue its expenses and seek
          reimbursement upon the closing of a transaction.

To the best of the Debtor's knowledge, Duff & Phellps 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.


OVERSEAS SHIPHOLDING: Sells Three Ships, Seeks Exclusivity
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc. intends to sell three
vessels in March and is asking for an extension until Aug. 2 of
the exclusive right to propose a Chapter 11 reorganization plan.

According to the report, OSG has three tankers of older vintages
that it no longer uses.  If the bankruptcy judge in Delaware
agrees at a March 5 hearing, prospective buyers must submit offers
by March 21.  There will be an April 25 hearing for approval of
sale.  OSG doesn't intend to hold an auction.  It will negotiate
with buyers after bids are received.  The company said there is a
limited universe of buyers with operational expertise and
requisite financial capacity to buy large tankers.

There will be a March 5 hearing for approval of sale procedures.
At the same hearing, OSG will request an expansion of so-called
exclusivity.

The $300 million in 8.125 percent senior unsecured notes due 2018
traded at 2:07 p.m. on Feb. 15 for 37.7 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PARAGON SHIPPING: Completes Debt Restructuring
----------------------------------------------
Paragon Shipping Inc. on Feb. 19 disclosed that on February 8,
2013, the Company completed its debt restructuring by finalizing
the documentation for amendments to the loan agreements with each
of its lenders and successfully fulfilling all conditions
precedent to these amendments.

The Company had previously announced its entry into supplemental
agreements with several of its lenders.  In January 2013, the
Company signed supplemental agreements with HSH Nordbank AG and
Nordea Bank Finland Plc, and in February 2013, it finalized the
documentation with Commerzbank AG, which completed its debt
restructuring.  On December 24, 2012, the Company raised $10.0
million though the private placement of 4,901,961 shares of the
Company's common stock to Mr. Michael Bodouroglou, the Company's
Chairman and Chief Executive Officer, in fulfillment of a
condition to its debt restructuring.  Under the terms of the
private placement, the Company was granted a right to repurchase
the shares issued in the private placement, which has now been
expired upon the execution of definitive documentation of its debt
restructuring.

As part of the Company's debt restructuring program, it obtained
waivers and agreed to the relaxation of several financial and
security coverage ratio covenants, the deferral of a portion of
its scheduled quarterly installments and, in the case of its loan
agreements with Bank of Ireland and The Bank of Scotland Plc, the
extension of the loan agreements to the second quarter of 2017 and
to the third quarter of 2015, respectively.  In addition, in
respect to the loan agreement with The Bank of Scotland Plc, we
agreed to a payment of $2.8 million for the full and final
settlement of $4.7 million in debt, representing the portion of
the loan of one of the syndicate members.  This advance payment of
$2.8 million was made on December 10, 2012, resulting in a gain
from debt extinguishment of $1.9 million that was recorded in the
fourth quarter of 2012.

Furthermore, the Company extended the availability period of the
syndicate facility led by Nordea Bank Finland Plc for nine months,
securing the financing of our last Handysize newbuilding drybulk
vessel (Hull no. 625) that is expected to be delivered in the
fourth quarter of 2013.

Overall, by successfully completing its debt restructuring
program, the Company reduced its debt repayment requirements for
2013 and 2014 by $44.4 million and $6.9 million, respectively.

The disclosure was made in Paragon's earnings release for the year
ended Dec. 31, 2012, a copy of which is available for free at
http://is.gd/HA1uog

Paragon Shipping -- http://www.paragonship.com/-- is a Marshall
Islands-based international shipping company with executive
offices in Athens, Greece, specializing in the transportation of
drybulk cargoes.  The Company's current fleet consists of twelve
drybulk vessels with a total carrying capacity of 779,270 dwt. In
addition, the Company's current newbuilding program consists of
two Handysize drybulk carriers that are scheduled to be delivered
in 2013 and two 4,800 TEU containerships that are scheduled to be
delivered in 2014.


PASQUINELLI HOMEBUILDING: Trustee Gets OK to Retain Consultant
--------------------------------------------------------------
Trustee Alex D. Moglia obtained court approval to file under seal
an application to retain a litigation consultant and that
consultant's fee applications in In re: Pasquinelli Homebuilding,
LLC. et al., Chapter 7 Debtor, Case No. 11 B 14829, Jointly
Administered.

The request was made to protect the Trustee's litigation strategy
involving his investigation of claims against the Debtor's former
principals and third parties. He asserts that disclosure of the
consultant's name, the terms of the engagement in connection with
possible litigation and the details of the consultant's work could
reveal confidential and sensitive information regarding the
litigation strategy that he and his counsel will employ in the
litigation.

In a memorandum opinion dated February 14, 2012, Judge Jacqueline
P. Cox of the U.S. Bankruptcy Court for the Northern District of
Illinois held that she will grant the motion for two reasons: to
protect the Trustee's litigation efforts and to level the playing
field as the prospective defendants can protect from nondisclosure
similar efforts to consult with experts who may be employed only
for trial preparation.

The Motion will be granted in a separate order, Judge Cox added.

A copy of the Bankruptcy Court's February 14, 2013 memorandum
opinion is available at http://is.gd/35AYTqfrom Leagle.com.


PATRIOT COAL: UMMW Wants Discovery on Debtor Bid for Bonuses
------------------------------------------------------------
The United Mine Workers of America 1974 Pension Trust and the
United Mine Workers of America 1993 Benefit Plan ask the
Bankruptcy Court to enter a scheduling order providing a
reasonable period for parties-in-interest to conduct discovery,
setting a deadline for filing responses to the AIP/CERP Motion and
for hearing on the AIP/CERP Motion.

The UMWA Plans say that the Debtors' proposed compressed schedule
leaves no time to conduct meaningful discovery, which the UMWA
Plans need in order to determine their position as to both (i) the
statutory thresholds applicable to the proposed compensation olans
under the Bankruptcy Code and (ii) whether or not the AIP/CERP
Motion demonstrates that the proposed compensation plans have
satisfied those statutory burdens.

According to papers filed with the Court, in this District,
motions of this kind must be filed on 21 days' notice, but instead
the Debtors filed the AIP/CERP Motion late in the evening on
February 12, set an objection deadline of February 19, and noticed
the AIP/CERP Motion for hearing on February 26.

As reported in the TCR on Feb. 14, 2013, the Debtors are seeking
approval of a Chapter 11 incentive and a critical employee
retention plan.  Some 225 employees, who comprise approximately 5%
of the Debtors' workforce, are eligible to participate in the 2013
annual incentive plan, the cost of which would total at most
$875,000 for each six-month performance period.  On the other
hand, the critical employee retention plan will benefit 119 of the
Debtors' non-insider employees, which comprise less than 3% of the
Debtors' workforce.  The maximum cost of the CERP totals
approximately $5.2 million.

                        About Patriot Coal

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

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

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

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

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




PAWNSHOP MANAGEMENT: Court to Confirm 1st Modified Chap. 11 Plan
----------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas issued a ruling on February 13, 2013,
holding that the First Modification to the First Amended Chapter
11 Plan of Reorganization Proposed by Pawnshop Management Company,
LLC and Pawnshop Operating Company, LLC, dated February 8, 2013,
will be confirmed.

All of the requirements for confirmation of the Plan specified by
Section 1129(a) and (b) of the Bankruptcy Code have been
satisfied, according to Judge Lynn.  The Plan has been proposed in
good faith and not by any means forbidden by law.

Under the Plan, Class 7 includes only the Claim by Mark A.
Neyland.  The Class 7 Claim is impaired under the Plan. However,
because Mr. Neyland is an Insider of the Debtors, he is not
entitled to vote his Class 7 Claim.  Classes 6, 12 and 13 are not
receiving or retaining any property under the Plan and are deemed
to have rejected the Plan.  Classes 4 and 10 are unimpaired under
the Plan.  All other Classes of Claims and Interests are deemed
impaired and have accepted the Plan.

Mark A. Neyland will serve as Plan Agent.

There were no objections to confirmation timely filed with the
Court.

A copy of the Bankruptcy Court's February 13, 2013 Findings of
Fact and Conclusions of Law is available at http://is.gd/F5VNB0
from Leagle.com.

                 About Pawnshop Management Company

Pawnshop Management Company, LLC, filed a Chapter 11 petition on
March 1, 2011 (Bankr. N.D. Tex. Case No.: 11-41326).  Judge D.
Michael Lynn presides over the case captioned IN RE: PAWNSHOP
MANAGEMENT COMPANY, LLC, et al., In Proceedings Under Chapter 11,
Debtors, Case No. 11-41326-DML-11, Jointly Administered.  Joseph
F. Postnikoff, Esq. and Amanda B. Hernandez, Esq., of GOODRICH
POSTNIKOFF & ASSOCIATES, LLP, at Fort Worth, Texas, represent the
Debtors.  The Debtor estimated assets between $500,001 and
$1,000,000 and debts between $10,000,001 and $50,000,000 in its
Chapter 11 petition.


PEAK RESORTS: Hiring BDO Consulting to DIP Budget Developer
-----------------------------------------------------------
Peak Resorts, Inc., et al., ask the Bankruptcy Court for
permission to employ BDO Consulting as DIP Budget Developer.  BDO
Consulting will assist the Debtors in implementing a more
organized and efficient budget template and process.

BDO Consulting will be paid on an hourly basis but will not exceed
$5,000.  If additional services are required to further revise and
regulate the budgeting process, such work will also be performed
on an hourly basis, but such additional fees will not exceed
$2,500.

To the best of the Debtors' knowledge, the firm has no connection
with the Debtors, creditors or nay other party in interest, their
respective attorneys and accountants, the United States Trustee,
or any person employed in the office of the United States Trustee.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEAK RESORTS: Appointment of Starr as Special Counsel Expanded
--------------------------------------------------------------
The Bankruptcy Court has expanded the appointment of Starr
Associates, LLP, as special counsel to represent Peak Resorts,
Inc., et al., with respect to the preparation and submission of
additional amendments to the offering plan, effective as of
Jan. 3, 2013.  Compensation is to be fixed at no more than $7,500
for each amendment, plus disbursements.

As reported in the TCR on Jan. 8, 2013, the Debtors have provided
for the payment of a total of $7,500 for fees for each amendment,
which will be added to the Debtors' budgets, to cover the expected
fees of the preparation and filing by Starr.  Debtor Hope Lake
Investors, LLC, will adjust its budget to include the fees in the
next budget and will seek approval for the payment by the FDIC-
Receiver through the Debtor In Possession financing process.

The Debtors agree that all fees and disbursements will be paid as
an expense of administration upon further application to the Court
by Starr.

As reported in the TCR on Sept. 26, 2012, the Court granted debtor
Hope Lake permission to employ Starr as special counsel.
Specifically, Starr will represent the Debtors in connection with
preparation and filing of the amended offering plan with the New
York State Attorney General's Office to allow a bulk sale of 246
condominium units as required by the FDIC.  The Amended Offering
Plan is pursuant to the Interim Order, entered Aug. 2, 2012, which
authorizes the Debtors to obtain post petition financing from the
FDIC, on a senior secured superpriority basis.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PENSON WORLDWIDE: Employs Paul Weiss, et al., as Professionals
--------------------------------------------------------------
Penson Worldwide, Inc., et al., was given authority by the
Bankruptcy Court to employ these bankruptcy professionals:

   * Paul, Weiss, Rifkind, Wharton & Garrison LLP, as bankruptcy
     attorneys;

   * Young Conaway Stargatt & Taylor, LLP as Chapter 11 co
     counsel;

   * Mayer Brown LLP as special counsel to be paid $825 per hour
     for partners and between $420 and $670 per hour for
     associates;

   * Akin Gump Strauss Hauer & Feld LLP as special litigation
     counsel, to be paid not more than $1.5 million by the
     Debtors' third-party insurance companies;

   * Sandtree Finance LLC as advisor in connection with the
     restructuring of Nexa Technologies, Inc., and its potential
     sale;

   * KPMG LLP as financial advisor; and

   * Kurtzman Carson Consultants LLC as administrative advisors.

The firms assured the Court that each of them is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors or their estates.

Mayer Brown disclosed that it holds a retainer totaling $94,017,
while KPMG said it received $36,337 in prepetition payments from
the Debtors.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Creditors' Panel Hires Hahn, Cousins as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Penson Worldwide, Inc., et al., seeks
authority from the Bankruptcy Court to retain these bankruptcy
professionals:

   * Hahn & Hassen LLP, as co-counsel, to be paid $650 an hour for
     Mark T. Power, Esq., the principal attorney designated for
     the case; and

   * Cousins Chipman & Brown, LLP, (William E. Chipman, Esq.) as
     local Delaware counsel, to be paid these hourly rates: $450
     to $645 for partners, $250 to $450 for associates, and $180
     to $225 for paralegals.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Penson Worldwide, Inc., and its debtor affiliates filed with the
Bankruptcy Court schedules of assets and liabilities disclosing:

Debtor-Entity                        Assets       Liabilities
-------------                        ------       -----------
Penson Worldwide, Inc.             $165,890,355   $280,762,387
Penson Financial Services, Inc.    $256,083,049    $94,611,589
SAI Holdings, Inc.                 $212,571,363   $543,857,608
Penson Holdings, Inc.               $35,579,713   $287,866,584
Nexa Technologies, Inc.              $3,613,504    $29,120,130
GHP1, Inc.                           $1,156,037    $13,231,933
Penson Futures                       $1,163,016       $668,864
Penson Financial Futures, Inc.          $18,948        $75,069
GHP2, LLC                                $6,979             $-
Penson Execution Services, Inc.            $985             $-

Copies of the Schedules are available at:

   * Penson Worlwide http://bankrupt.com/misc/pensonsal.pdf
   * Penson Financial Services
        http://bankrupt.com/misc/pensonfssal.pdf
   * SAI Holdings http://bankrupt.com/misc/pensonsaisal.pdf
   * Penson Holdings http://bankrupt.com/misc/pensonholdsal.pdf
   * Nexa http://bankrupt.com/misc/pensonnexasal.pdf
   * GHP1 http://bankrupt.com/misc/pensonghp1sal.pdf
   * Penson Futures http://bankrupt.com/misc/pensonpfsal.pdf
   * Penson Financial Futures
        http://bankrupt.com/misc/pensonpffsal.pdf
   * GHP2 http://bankrupt.com/misc/pensonghp2sal.pdf
   * Penson Execution http://bankrupt.com/misc/pensonpsesal.pdf

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PHOENIX GARDEN: Gets OK to Use Cash Collateral Until March 13
-------------------------------------------------------------
On February 15, 2013, Judge Nancy V. Alquist of the U.S.
Bankruptcy Court for the District of Maryland signed a third
stipulation and consent order extending the interim agreement for
Phoenix Garden, LLC's use of cash collateral of One West Bank, FSB
(the Secured Creditor); authorizing Phoenix to use the Cash
Collateral; and granting adequate protection through March 13,
2013.

As further adequate protection for the Senior Creditor during the
Specified Period, Phoenix is directed to pay $33,306.56 to the
Secured Creditor on or before March 12, 2013. In the event that
any funds are contributed by the managing member, those funds
contributed will be treated as contributions to capital and not as
loans.

The case is IN RE: PHOENIX GARDEN, LLC, Chapter 11, Debtor, Case
No. 12-28083-NVA.

Michael G. Wolff, Esq. -- mwolff@gwolaw.com -- at (18055) Suite,
Rockville, MD, represents the Debtor.

Alan M. Grochal, Esq. -- agrochal@tydingslaw.com -- and Catherine
K. Hopkin, Esq. -- chopkin@tydingslaw.com -- of Tydings &
Rosenberg LLP, in Baltimore, MD, represent One West Bank, FSB.

A copy of the Bankruptcy Court's February 15, 2013 Order is
available at http://is.gd/x99EJdfrom Leagle.com.

                      About Phoenix Garden

Maryland-based Phoenix Garden LLC filed for Chapter 11 bankruptcy
on October 3, 2012, in the U.S. Bankruptcy Court for the District
of Maryland (Case No. 12-28083).  Phoenix's bankruptcy petition
disclosed $2,680,840 in assets and $3,482,520 in debts.  Judge
Nancy V. Alquist presides over the case.


PINNACLE AIRLINES: Apollo No Longer Owns Shares as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Apollo Value Investment Master Fund, L.P.,
and its affiliates disclosed that, as of Dec. 31, 2012, they do
not beneficially own shares of common stock of Pinnale Airlines
Corp.  A copy of the filing is available for free at:

                        http://is.gd/SnmlyP

                      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.


PLANDAI BIOTECHNOLOGY: Timothy Matula Quits from Board
------------------------------------------------------
Plandai Biotechnology, Inc., accepted the resignation from Timothy
Matula as a member of the Board of Directors.  Effective as of
Feb. 8, 2013, to fill the vacancy created by Mr. Matula's
resignation, the Board of Directors appointed Callum Baylis-
Duffield, Vice President-Sales of the Company, to the Board of
Directors.  The Board of Directors now consists of Roger Duffield,
Callum Baylis-Duffield, Daron Baylis Duffield, Brian Johnson and
David Rzepnicki.

Callum Baylis-Duffield, - Mr. Callum Baylis-Duffield is a graduate
in International Business with French (BA Hons) from the
University of the West of England.  From 2007-2010, he was
employed by Johnson and Johnson UK as a marketing & sales manager
of a proprietary surgical device.  Since 2010 he has been
exclusively employed by Global Energy Solutions as the Director of
Marketing and Sales and for the past 18 months has been based in
South Africa where he has been integral to bringing the
proprietary extract to market.  Mr. Baylis-Duffield has been
involved with the research and development of the Plandaˇ's
proprietary emulsions since 2004 and has worked extensively with
the USA scientific team.

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

The Company's balance sheet at Sept. 30, 2012, showed $7.3 million
in total assets, $8.0 million in total liabilities, and a
stockholders' deficit of $709,235.

As reported in the TCR on Oct. 22, 2012, Michael F. Cronin CPA
expressed substantial doubt about Plandai's ability to continue as
a going concern in his report on the Company's June 30, 2012,
financial statements.  Mr. Cronin noted that the Company has
incurred a $3.7 million loss from operations, consumed $700,000 of
cash due to its operating activities, and may not have adequate
readily available resources to fund operations through June 30,
2013.


PORTER BANCORP: Mendon Capital Discloses 5% Stake at Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Mendon Capital Advisors Corp. and Anton V.
Schutz disclosed that, as of Dec. 31, 2012, they beneficially own
661,518 shares of common stock of Porter Banocorp, Inc.,
representing 5.63% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/lVGWtz

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, audited Porter
Bancorp's financial statements for 2011.  The independent auditors
said that the Company has incurred substantial losses in 2011,
largely as a result of asset impairments.  "In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action."

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss to common shareholders of $33.43 million on $41.95 million of
net interest income, compared with a net loss to common
shareholders of $105.15 million on $51.51 million of net interest
income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.16 billion
in total assets, $1.11 billion in total liabilities and $47.19
million in stockholders' equity.


PRECISION OPTICS: Inks Settlement with Investors and Director
-------------------------------------------------------------
As disclosed in Precision Optics Corporation, Inc.'s Current
Report on Form 8-K filed with the Securities and Exchange
Commission on Jan. 24, 2013, the Company received a demand letter
from two of its stockholders, Special Situations Fund III QP,
L.P., and Special Situations Private Equity Fund, L.P., on
Jan. 17, 2013.  The letter alleged that the Company failed to
maintain a current registration statement for the sale of stock
purchased by Special Situations pursuant to registration rights
agreements entered into with the Company in Feb. 1, 2007, and
June 25, 2008, and sought prompt payment of $719,100 as liquidated
damages and an amendment to the terms of certain warrants
purchased in 2008.  A registration statement covering the shares
in question is currently effective.

On Feb. 12, 2013, the Company entered into a settlement agreement
with Special Situations.  Without agreeing to the alleged damages,
the Company entered into this settlement in order to resolve the
claim without requiring a cash payment or extended distraction of
our resources away from operational activities. Under the terms of
the Settlement Agreement, Special Situations agreed to forego
their claims for cash damages.  The Company agreed to: (a) issue
an aggregate of (i) 350,000 shares of the Company's common stock,
and (ii) warrants to purchase an aggregate of 350,000 shares of
the Company's common stock, and (b) amend the expiration date of
the warrants issued to Special Situations in conjunction with the
Company's June 25, 2008, private placement, as payment in full of
the alleged damages sought by Special Situations.  The expiration
date of the 2008 Warrants will be amended from June 25, 2015, to
May 11, 2017.  The new warrants to be issued in connection with
the Settlement Agreement will have an exercise price of $1.50 per
share, subject to adjustment, will expire three years from
Feb. 12, 2013, and are exercisable in whole or in part, at any
time prior to expiration.

In conjunction with the Settlement Agreement, the Company also
entered into a registration rights agreement dated Feb. 12, 2013,
with Special Situations, whereby the Company is obligated to
register the resale by Special Situations of the Securities,
consisting of 350,000 shares of the Company's common stock and the
350,000 shares of the Company's common stock underlying the new
warrants.

Settlement Agreement with Joel Pitlor

On Feb. 12, 2013, the Company entered into a settlement agreement
with one of its directors and stockholders, Joel Pitlor.  Under
the terms of the Pitlor Settlement Agreement, the Company agreed
to issue 10,000 shares of the Company's common stock and warrants
to purchase 10,000 shares of the Company's common stock as payment
in full of any amounts due to Mr. Pitlor under the registration
rights agreement the Company entered into with Mr. Pitlor, and
other parties, on Feb. 1, 2007.  The warrants to be issued in
connection with the Pitlor Settlement Agreement will have an
exercise price of $1.50 per share, subject to adjustment, will
expire three years from Feb. 12, 2013, and are exercisable in
whole or in part, at any time prior to expiration.  There are no
registration rights associated with the securities being acquired
pursuant to the Pitlor Settlement Agreement.

By virtue of Mr. Pitlor's directorship with the Company, he is
considered a related party of the Company under federal securities
law.   The Company's Board of Directors has acknowledged that Mr.
Pitlor's entry into the Pitlor Settlement Agreement is a related
party transaction and has approved that transaction.

Settlement Agreement with Arnold Schumsky

On Feb. 12, 2013, the Company also entered into a settlement
agreement with one of its stockholder, Arnold Schumsky.  The terms
of the Schumsky Settlement Agreement and the accompanying Form of
Warrant are substantially similar to the terms of the Pitlor
Settlement Agreement and the accompanying Form of Warrant.  Under
the terms of the Schumsky Settlement Agreement, the Company has
agreed to issue 10,000 shares of its common stock and warrants to
purchase 10,000 shares of the Company's common stock as payment in
full of any amounts due to Mr. Schumsky under the registration
rights agreement the Company entered into with Mr. Schumsky, and
other parties, on Feb. 1, 2007, and under the registration rights
agreement the Company entered into with Mr. Schumsky, and other
parties, on June 25, 2008.  The warrants to be issued in
connection with the Schumsky Settlement Agreement will have an
exercise price of $1.50 per share, subject to adjustment, will
expire three years from Feb. 12, 2013, and are exercisable in
whole or in part, at any time prior to expiration.  There are no
registration rights associated with the securities being acquired
pursuant to the Schumsky Settlement Agreement.

Other Developments

The Company said it is excited about the continued development,
commercialization, and market acceptance of its new products and
technical innovations based upon the Company's unique proprietary
technology.  The Company previously accepted an order from a
customer to purchase endoscopes for a total purchase amount of
$1,032,000.  The Company is continuing to complete pre-production
activities to enable shipments against its previously announced
orders, including the April 2012 Order, for products incorporating
Microprecision technology for very small endoscopes and micro
medical cameras with diameters on the order of 1 millimeter and
smaller.  Nearly all validation testing has been successfully
completed in connection with the pre-production requirements for
the April 2012 Order for small endoscopes.  The Company expects
production shipments of this product to begin within the upcoming
months.

A copy of the Form 8-K as filed with the SEC is available at:

                        http://is.gd/vkbpmP

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported net income of $960,972 on $2.15 million of
revenue for the year ended June 30, 2012, compared with a net loss
of $1.05 million on $2.24 million of revenue during the prior
fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed
$3.38 million in total assets, $984,227 in total liabilities, all
current, and $2.40 million in total stockholders' equity.


PRESSURE BIOSCIENCES: Dr. Urdea Named to Board of Directors
-----------------------------------------------------------
Pressure BioSciences, Inc., announced that Dr. Mickey Urdea has
been appointed to its Board of Directors, effective Friday,
Feb. 8, 2013.  Dr. Urdea will fill the vacancy created by the
resignation of Mr. Wayne Fritzsche, a longtime Board member who
resigned on Thursday, Feb. 7, 2013, to pursue a full-time,
management position with PBI.  Dr. Urdea will be a Class III Board
member - his term of office will expire at the 2014 annual meeting
of shareholders.  In addition to his Board of Director's
responsibilities, Dr. Urdea will develop and lead the Company's
Scientific Advisory Board.

Mr. Jeffrey N. Peterson, Chairman of the PBI Board of Directors,
said: "Mickey's technical experience, gained from bench scientist
to widely-recognized R&D leader spanning multiple successful
cutting-edge technologies, will contribute strongly to the
selection and development of key markets for our patented pressure
cycling technology platform.  His entrepreneurial success in
founding and leading nationally-acclaimed companies in biomarker
discovery, personalized medicine, and healthcare strategic
consulting will be immensely useful as we continue our aggressive
PCT commercialization strategy.  We are honored and privileged to
welcome Mickey to the PBI Board."

Dr. Mickey Urdea commented: "Since being introduced to PCT just
three months ago, I have become fascinated with the current
applications and extensive future potential uses of this cutting-
edge technology platform.  Over the years, I have helped develop
and then support the marketing of many new technologies, several
of which made significant impacts in the research and diagnostic
marketplaces.  To that end, I believe PCT has the potential to
gain widespread adoption and become a vital sample preparation
tool to research and clinical laboratories worldwide.  I am very
pleased to join the PBI Board, and look forward to helping Ric,
his impressive team, and my new colleagues on the Board of
Directors make as many scientists and investors as possible aware
of the power of PCT."

Mr. Richard T. Schumacher, President and CEO of PBI, said: "On
behalf of all PBI stakeholders, I extend my deep appreciation and
best wishes to Wayne Fritzsche for his nearly eight years of
tireless and dedicated service to our company, most of which were
spent as chairman.  His leadership has helped bring PBI to the
point where, we believe, we are well positioned to successfully
commercialize our powerful PCT Platform, as well as our other
pressure-based products.  It is fitting that as Wayne moves off
the Board, he moves into a full-time, management position in PBI
where he can significantly affect our future, commercial success."

Dr. Urdea has devoted his 30-year career to human diagnostics in a
variety of capacities.  He has been involved in the discovery of
new biomarkers, the development of new technologies for biomarker
discovery, validation and commercialization, diagnostic test
development, manufacturing and marketing, and the management of
companies involved in these activities.  Dr. Urdea founded and is
a Managing Partner for Halteres Associates, a biotechnology
consulting firm.  He also founded and served as Chief Executive
Officer of Tethys Bioscience, a proteomics-based diagnostics
company involved in preventative personalized medicine.  Tethys'
first product was the protein-based PreDx Diabetes Risk Score
Test, which was introduced in 2008.  Additionally, Dr. Urdea is a
founder and the Chairman of Catalysis Foundation for Health, an
organization addressing gaps in global healthcare caused by
inefficiencies in disease diagnosis and monitoring.  He serves as
an expert consultant to the life sciences industry and is on the
scientific advisory boards and boards of directors of a number of
biotechnology, diagnostics, venture capital and philanthropic
organizations.

Prior to his current business activities, Dr. Urdea founded the
Nucleic Acid Diagnostics group at Chiron Corporation, and with
colleagues, invented branched DNA molecules for amplification of
signal in nucleic acid complexes.  Application of this technology
resulted in the first commercial products for quantification of
human hepatitis B, hepatitis C, and human immunodeficiency viruses
(HBV, HCV, and HIV, respectively).  He then became business head
of the Molecular Diagnostics group and Chief Scientific Officer at
Bayer Diagnostics.  He was also a member of the Bill and Melinda
Gates Foundation Diagnostic Forum.

Dr. Urdea is an author on nearly 200 peer-reviewed scientific
publications, nearly 300 abstracts and international scientific
presentations, and more than 100 issued and pending patents.  He
received his BS in Biology and Chemistry from Northern Arizona
University in Flagstaff and his Ph.D in Biochemistry from
Washington State University in Pullman.

Dr. Urdea will receive an annual Board retainer in the amount of
$30,000.  Dr. Urdea will also receive $20,000 annually to develop
and lead the Company's Scientific Advisory Board.  Dr. Urdea has
agreed to accrue such fees until such time in the future that the
Board determines that the overall financial and cash position of
the Company will allow payments of those amounts.  The Company and
Dr. Urdea have further agreed that in lieu of payment of a portion
of his annual Board and SBA related fees for his first year of
service, $12,500 of the annual Board retainer and $10,000 of the
annual SBA related fees would be converted into the Company's
private placement of units consisting of Series J Convertible
Preferred Stock and warrants to purchase restricted common stock
pursuant to the terms of the private placement.  In addition, as a
non-employee director, Dr. Urdea was granted options to purchase
25,000 shares of the Company's common stock upon appointment as a
director, which options vested immediately upon grant, and 25,000
restricted shares of the Company's common stock, which restricted
shares will vest on a monthly basis during his first year of
service.

Securities Purchase Agreement

On Feb. 6, 2013, Pressure BioSciences entered into a Securities
Purchase Agreement with various individuals, pursuant to which the
Company sold an aggregate of 4,257 units for a purchase price of
$400.00 per unit, or an aggregate Purchase Price of $1,702,800.
This is the initial tranche of a $2 million private placement.
One or more additional tranches in the Private Placement may close
on or before Feb. 28, 2013.  Each unit purchased in the initial
tranche consists of (i) one share of a newly created series of
preferred stock, designated Series J Convertible Preferred Stock,
par value $0.01 per share, convertible into 1,000 shares of the
Company's common stock, par value $0.01 per share and (ii) a
warrant to purchase 1,000 shares of Common Stock at an exercise
price equal to $0.40 per share, with a term expiring on Feb. 6,
2016.  Of the $1,702,800 invested in the initial tranche of the
Private Placement, $590,000 was received in cash and $1,112,800
was from the conversion of outstanding indebtedness and accrued
board of directors' fees.  The Purchasers in the initial tranche
of the Private Placement consisted of certain existing and new
investors in the Company as well as all of the members of the
Company's Board of Directors.

On Feb. 6, 2013, the Company filed with the Secretary of the
Commonwealth of the Commonwealth of Massachusetts Articles of
Amendment to the Company's Restated Articles of Organization, as
amended, designating shares of the Series J Convertible Preferred
Stock.

Additional information can be obtained at http://is.gd/0ft0V9

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

As reported by the Troubled Company Reporter on March 2, 2012,
Boston-based Marcum LLP, expressed substantial doubt about
Pressure Biosciences' 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 had
recurring net losses and continues to experience negative cash
flows from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$1.91 million in total assets, $2.64 million in total liabilities
and a $730,839 total stockholders' deficit.


RADIAN GROUP: Board Size Reduction Ok'd; May 15 Annual Meeting Set
------------------------------------------------------------------
Radian Group Inc. on Feb. 19 disclosed that on February 13, 2013,
during a meeting of Radian's Board of Directors, Ronald W. Moore
informed the company of his decision to retire from the Board.
The retirement for Moore, a Director of the company since 1992, is
effective upon the completion of his current term at Radian's
upcoming 2013 Annual Meeting of Stockholders.  In addition, the
Board approved a reduction in its size from 12 to 11 members,
which is effective upon Moore's retirement and is consistent with
Radian's previously announced plan to reduce the size of its Board
over time.

Radian's Board of Directors set Wednesday, May 15, 2013, as the
date for Radian's 2013 Annual Meeting.  Stockholders of record as
of the close of business on Monday, March 18, 2013, will be
eligible to vote at the 2013 Annual Meeting.

"Ron's contribution throughout the years has been both insightful
and valuable to Radian, and we are grateful for his service.  On
behalf of the company, I want to thank Ron for his tireless
dedication and wish him well in the future," said Herbert Wender,
Chairman of Radian Group Inc.

                       About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


READER'S DIGEST: Plans to Pay Foreign Creditors, Key Vendors
------------------------------------------------------------
Owners of the Reader's Digest, RDA Holding Co. and 30 affiliates,
seek approval from the bankruptcy court to pay, in their sole
discretion in the ordinary course of business, some or all of the
prepetition obligations owed to their foreign creditors and other
critical vendors.

The Debtors say that due to the limitations of the enforceability
of the automatic stay, the risk of foreign creditors' exercising
remedial rights, and the critical nature of goods and services
provided by foreign creditors, payment of the prepetition claims
of these vendors are warranted.

As of the Petition Date, the Debtors estimate that they owe
foreign vendors $400,000.  As it is difficult, if not impossible,
to calculate the actual outstanding amount owed to foreign
vendors, the Debtors seek authority to pay, in the Debtors' sole
discretion, all prepetition amounts owed to their foreign vendors.

Moreover, the Debtors propose to pay trade claims to assure the
orderly operation of the Debtors' business and avoid costly
disruptions and the significant loss of value and irreparable harm
arising therefrom.  Absent payment, the critical vendors may
attempt to assert their leverage and deny services going forward,
suddenly and without notice, to disable operations, and coerce
payment.

The Debtors believe that the critical vendors are few in number,
and estimate that the total aggregate amount owed to these vendors
for goods delivered or services provided prepetition is limited to
no more than $1,500,000.

As a condition for payment of any trade claim, the Debtors propose
that each foreign vendor or other critical vendor agree to
continue to sell its goods or services on terms consistent with
(i) the most favorable trade terms and practices in effect between
the Debtor and such creditor within 120 days before the bankruptcy
filing, or (ii) such other trade terms as agreed to by the Debtors
and such creditor.

                     About Reader's Digest

RDA 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 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 filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) on
August 24, 2009 and exited bankruptcy Feb. 19, 2010.  Under the
Plan, the Debtors reduced its 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
Debtors' senior secured debt led by JP Morgan Chase & Co. received
equity of the reorganized Debtor.


READER'S DIGEST: Proposes Epiq as Claims and Noticing Agent
-----------------------------------------------------------
Owners of the Reader's Digest, RDA Holding Co. and 30 affiliates,
seek approval from the bankruptcy court to hire Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent, nunc pro tunc to
their Petition Date.

Although they have not yet filed their schedules of assets and
liabilities, the Debtors anticipate that there will be in excess
of 10,000 creditors and other parties-in-interest.  The number of
creditors and other parties in interest involved in the chapter 11
cases may impose heavy administrative and other burdens on the
Court and the Office of the Clerk of the Court.  To relieve the
Clerk's Office of these burdens, the Debtors seek an order
appointing Epiq as the notice and claims agent in the chapter 11
cases pursuant to section 156(c) of title 28 of the United States
Code and Local Rule 5075-1.

As claims agent, Epiq will charge the Debtors at its discounted
rates:

   Position                                Discounted Rate
   --------                                ---------------
Clerical                                     $28 to $42
Case Manager                                 $56 to $95
IT/ Programming                              $70 to $135
Senior Case Manager / Consultant             $87 to $140
Senior Consultant                           $157 to $192

For its noticing services, Epiq will charge $40 per 1,000 e-mails,
and $0.08 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.07 per record per month, with
fees for the first three months waived.

For solicitation and tabulating services, the firm's executive
vice president will charge $290 per hour and the vice president
and director of solicitation will charge $250 per hour.

                     About Reader's Digest

RDA 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 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 filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) on
August 24, 2009 and exited bankruptcy Feb. 19, 2010.  Under the
Plan, the Debtors reduced its 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
Debtors' senior secured debt led by JP Morgan Chase & Co. received
equity of the reorganized Debtor.


RESIDENTIAL CAPITAL: Ally DIP Financing Terminated
--------------------------------------------------
The Bankruptcy Court approved a stipulation between Residential
Capital LLC and Ally Financial Inc. agreeing that all commitments
related to the AFI Debtor-in-Possession Financing are terminated
and the AFI DIP and Cash Collateral Order is amended to state that
the Debtors are no longer authorized to borrow money pursuant to
the AFI DIP Loan.

The AFI DIP and Cash Collateral Order is also amended to provide
that the Debtors, the Junior Secured Parties, the AFI Lender, and
the Official Committee of Unsecured Creditors will continue to
negotiate in good faith to enter in an agreement, to be subject to
Court approval, by March 18, 2013 or as soon as practicable
thereafter on a revised expense allocation methodology that will
become effective following March 18, 2013.

As reported in the TCR on June 29, 2012, Judge Martin Glenn
previously permitted the Debtors to borrow up to $220 million in
postpetition financing on a secured, superpriority basis from
parent, Ally Financial.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.  ResCap disclosed $15.68 billion in assets and $15.28
billion in liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Court OKs $39.4-Mil. Payment to Freddie Mac
----------------------------------------------------------------
The Bankruptcy Court approved the stipulation entered into by
Residential Capital LLC and its affilaites providing for the
payment of $39.4 million in order to resolve the objection raised
by Federal Home Loan Mortgage Corporation ("Freddie Mac") to the
proposed sale of the Debtors' assets.

The Debtors agreed that on the day that they close the sale of
their loan servicing platform to Ocwen Loan Servicing LLC, they
will pay the amount to Freddie Mac and continue to make payments
to Freddie Mac in the ordinary course pursuant to a prepetition
order resolving certain claims among Debtors GMAC Mortgage, LLC,
and Residential Funding Company, LLC, Ally Bank N.A., and Freddie
Mac arising from a prepetition master servicing agreement.

The Debtors also reached a stipulation that resolves Ambac
Assurance Corp.'s objection to the sale of the Debtors' assets.
Under the stipulation, the Debtors agree to reserve $12,358,651 in
cash on account of the cure amount from the sale and assignment of
the servicing transaction agreements with Ambac.  A hearing on
Ambac's objection as it pertains to its servicing-related rights
is set for March 28.

Meanwhile, the Court approved the stipulations the Debtors entered
into separately with Wells Fargo Bank, N.A., and Digital
Lewisville, LLC, in order to resolve objections to the sales of
the Debtors' assets.

The Debtors and Wells Fargo stipulated that the Debtors will
reimburse Wells Fargo for all pending advances that are currently
due and owing under servicing agreements between the two parties.
The Debtors will place in a segregated account an amount of $1
million for payment of any Pending Servicing Advances.

The Debtors and Digital stipulated that their lease agreement will
be assigned to Ocwen Financial Corporation on the effective date
of the sale of the Debtors' assets.  Until the effective date of
the asset sale, the Debtors will remain fully liable for the
payment and for performance of all of the terms under the lease.
The Debtors and Digital also stipulated that following the closing
of the sale of the Debtors' assets to Ocwen, the Debtors will
assign to Ocwen all of their rights under the lease with Digital.

                    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: Committee Advisors Disclose New Rates
----------------------------------------------------------
Attorneys and advisors retained by the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Residential Capital
LLC disclosed their new hourly rates effective Jan. 1, 2013.

The firms that disclosed new rates include Kramer Levin Naftalis &
Frankel LLP, counsel; Pachulski Stang Ziehl & Jones LLP, co-
counsel; AlixPartners LLP, financial advisor; SilvermanAcampora
LLC, special counsel; and Epiq Bankruptcy Solutions, LLC, as
information agent.

Kenneth Eckstein, Esq., a partner at Kramer Levin Naftalis &
Frankel LLP, in New York, disclosed in a supplemental declaration
that effective Jan. 1, 2013, his firm's hourly rates for services
to be performed on behalf of the Committee will range from:

     Partners and counsel             $750 to $990
     Special counsel                  $725 to $805
     Associates                       $425 to $795
     Paraprofessionals                $270 to $320

Robert J. Feinstein, Esq., a member at Pachulski Stang Ziehl &
Jones LLP, in New York, disclosed in a supplemental declaration
that effective Jan. 1, 2013, his firm's hourly rates for services
to be performed on behalf of the Committee will range from:

      Partners               $575 to $995
      Of counsel             $475 to $875
      Associates             $425 to $555
      Paraprofessionals      $195 to $295

Harvey R. Kelly, a managing director at AlixPartners, LLP,
disclosed in a supplemental declaration that effective Jan. 1,
2013, his firm's revised hourly billing rates will range from:

     Managing Director             $850 to $1,010
     Director                      $645 to $790
     Vice President                $475 to $575
     Associate                     $325 to $420
     Analyst                       $280 to $310
     Paraprofessional              $215 to $235

Ronald J. Friedman, Esq., a member of the firm SilvermanAcampora
LLP, in New York, disclosed in a supplemental declaration that
effective Jan. 1, 2013, his firm's hourly rates for services to be
performed on behalf of the Committee will range from $110 to $195
for paraprofessionals, and $200 to $650 for attorneys.

Todd W. Wuertz, a Director of Consulting for Epiq Bankruptcy
Solutions, disclosed in a supplemental declaration that effective
Feb. 1, 2013, his firm's hourly rates will be as follows:

     Practice Director               $242
     Senior Consultant IV            $242
     Senior Consultant III           $242
     Senior Consultant II            $242
     Senior Consultant I             $198
     Programmer III                  $167
     Programmer II                   $145
     Programmer I                    $123
     Associate II                    $193
     Associate I                     $145
     Case Manager II                 $127
     Case Manager I                   $83
     Admin. Support III               $52
     Admin. Support II                $44
     Admin. Support I                 $35

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.  ResCap disclosed $15.68 billion in assets and $15.28
billion in liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


REVEL CASINO: JPMorgan, Lenders Amend Credit Facility
-----------------------------------------------------
Revel AC, Inc., operator of the namesake Revel casino in New
Jersey, on Tuesday disclosed that the company on Feb. 12 entered
into a fifth amendment to the Credit Agreement, dated as of May 3,
2012, with the lending consortium led by JPMorgan Chase Bank,
N.A., as administrative agent and collateral agent.

The Company continues to be required to maintain a sum of the
unused revolving commitments plus the lesser of (1) $5,000,000 and
(2) cash and cash equivalents (excluding cage cash and certain
other escrow or blocked accounts) that is greater than the sum of
the Minimum Liquidity Thresholds and certain reserves associated
with amenities capital expenditures.  The Fifth Amendment amends
the Revolving Credit Agreement to change some of the Minimum
Liquidity Thresholds and associated time periods.

Pursuant to the Fifth Amendment "Minimum Liquidity Thresholds"
means:

                                    MINIMUM LIQUIDITY
        TIME PERIOD                    REQUIREMENT
        -----------                 -----------------
   12/20/12 through 01/29/13            $75,000,000
   01/30/13 through 02/08/13            $66,000,000
   02/09/13 through 02/12/13            $59,000,000
   02/13/13 through 02/19/13            $55,000,000
   02/20/13 through 04/15/13            $50,000,000
   04/16/13 through 05/15/13            $45,000,000
   05/16/13 through 07/01/13            $20,000,000

The Fifth Amendment also amends the Revolving Credit Agreement to
allow the issuance by JPMorgan Chase Bank, N.A. of up to a $9.5
million letter of credit in favor of a general contractor in lieu
of utilization of a $9.5 million escrow as the source for payment
of such general contractor.

Certain lenders and agents under the Amended Revolving Credit
Agreement, and certain of their affiliates, have performed
investment banking, commercial lending and advisory services for
the Company and its affiliates, from time to time, for which they
have received customary fees and expenses.  The company said these
parties may, from time to time, engage in transactions with, and
perform services for, the Company and its affiliates in the
ordinary course of their business.

Members of the lending consortium are:

* JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral
Agent, Swingline Lender, Issuing Bank and a Lender;

* American Funds Insurance Series, High-Income Bond Fund, c/o
Capital Research and Management Company, for and on behalf of
American Funds Insurance Series, High-Income Bond Fund;

* American High-Income Trust, c/o Capital Research and Management
Company, for and on behalf of American High-Income Trust;

* Wells Fargo Principal Lending, LLC, as a Lender;

* AAI Canyon Fund plc, solely in respect of Canyon Reflection
Fund, c/o Canyon Capital Advisors LLC, its Investment Advisor;

* Canyon Capital Arbitrage Master Fund, Ltd., c/o Canyon Capital
Advisors LLC, its Investment Advisor;

* Canyon Balanced Master Fund, Ltd., c/o Canyon Capital Advisors
LLC, its Investment Advisor;

* Canyon Distressed Opportunity Master Fund, L.P., c/o Canyon
Capital Advisors LLC, its Investment Advisor;

* The Canyon Value Realization Master Fund, L.P., c/o Canyon
Capital Advisors LLC, its Investment Advisor;

* Canyon-GRF Master Fund, L.P., c/o Canyon Capital Advisors LLC,
its Investment Advisor;

* Canyon-GRF Master Fund II, L.P., c/o Canyon Capital Advisors
LLC, its Investment Advisor;

* Canyon-TCDRS Fund, LLC, c/o Canyon Capital Advisors LLC, its
Investment Advisor;

* Canyon Value Realization Fund, L.P., c/o Canyon Capital Advisors
LLC, its Investment Advisor;

* Permal Canyon Fund Ltd., c/o Canyon Capital Advisors LLC, its
Investment Advisor;

* Canyon Value Realization MAC 18 Ltd., c/o Canyon Capital
Advisors LLC, its Investment Advisor;

* Citi Canyon Ltd., c/o Canyon Capital Advisors LLC, its
Investment Advisor;

* J. P. Morgan Whitefriars Inc.;

* Chatham Asset High Yield Master Fund, Ltd., as a Lender, c/o
Chatham Asset Management, LLC, Investment Advisor;

* Chatham Eureka Fund, L.P., as a Lender, c/o Chatham Asset
Management, LLC, Investment Advisor;

A copy of the Fifth Amendment To Credit Agreement is available at
http://is.gd/w9vJsm

                            About Revel

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Revel to 'CCC'
from 'B-'.  "The downgrade reflects our view that a strong opening
for the Revel Resort was critical to the company's ability to ramp
up cash flow generation to a level sufficient to service its
capital structure.

In February 2011, Moody's Investors Service assigned Caa1
Corporate Family and Probability of Default ratings to Revel AC,
LLC.  The Caa1 Corporate Family Rating and Probability of Default
Rating (PDR) reflect the considerable development and ramp-up risk
associated with Revel AC.


REVEL CASINO: Has Deal With Lenders on Pre-Arranged Bankruptcy
--------------------------------------------------------------
The Wall Street Journal's Alexandra Berzon and Mike Spector report
that Revel AC Inc., owner of the struggling Revel casino in
Atlantic City, N.J., which carries about $1.5 billion in debt,
said Tuesday it has reached a deal with investment-firm lenders on
a prearranged bankruptcy plan.  It expects to seek Chapter 11
protection as soon as mid-March, said people familiar with the
company's plans, according to WSJ.

According to WSJ, Revel is expected to continue paying employees
and operate normally during the bankruptcy proceedings.

According to the WSJ rport, uder the terms of the deal, Revel's
creditors will forgive debt for ownership stakes in a restructured
Revel, reducing the casino's obligations by more than $1 billion.
The lenders, including Canyon Capital Advisors LLC, Capital
Research & Management Co. and Chatham Asset Management LLC, will
own more than 80% of the casino's equity once the company emerges
from bankruptcy protection, people familiar with the matter told
WSJ.

Sources also told WSJ that the lenders' agreements with Revel have
long given them the option of owning the casino one day, but they
decided to convert their debt to equity now to free the company of
a heavy debt load and give it a better chance to thrive.  The new
plan gives the lenders roughly the same amount of equity they had
planned to take in the company all along, but they will also be
owed significantly less money than previously planned.

WSJ also reports that people familiar with the matter said the
deal should allow the casino to emerge from Chapter 11 protection
as soon as early summer, the company said. A majority of Revel's
lenders support the restructuring plan. Additional creditors are
expected to agree soon.

The report notes the company also said some lenders are providing
Revel with a $250 million loan to help the casino continue
operating while under bankruptcy protection.  About $205 million
of that consists of debts the lenders were owed before the
bankruptcy.

The Wall Street Journal reported last week that Revel had hired
restructuring lawyers at Kirkland & Ellis LLP and financial
advisers at investment bank Moelis & Co. to get a handle on the
casino's finances and was considering a bankruptcy filing.

The report also says Revel said Tuesday that no taxpayer funds
were involved in the restructuring.

                            About Revel

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Revel to 'CCC'
from 'B-'.  "The downgrade reflects our view that a strong opening
for the Revel Resort was critical to the company's ability to ramp
up cash flow generation to a level sufficient to service its
capital structure.

In February 2011, Moody's Investors Service assigned Caa1
Corporate Family and Probability of Default ratings to Revel AC,
LLC.  The Caa1 Corporate Family Rating and Probability of Default
Rating (PDR) reflect the considerable development and ramp-up risk
associated with Revel AC.


RHYTHM & HUES: Fired Workers Commence Class Action Suit
-------------------------------------------------------
Eriq Gardner, writing for The Hollywood Reporter, reported that
Anthony Barcelo, one of the 250 individuals laid off from
Hollywood visual effects company Rhythm & Hues, has filed a class-
action lawsuit alleging labor violations.

The report related that in a complaint filed in Los Angeles
bankruptcy court on behalf of himself and those similarly
situated, Barcelo alleges that mass layoffs happened Feb. 11
without proper notice and constituted a violation of both federal
law and California Labor Code.

The report recalled that Los Angeles-based Rhythm & Hues filed for
Chapter 11 bankruptcy protection Wednesday last week and appeared
before a judge Friday. The company, which is up for an Academy
Award for creating the CG Bengal tiger in Life of Pi, is seeking
approval for $17 million in loans from Universal and Fox to
continue working on various films. The VFX house also has made an
emergency motion so that a judge might approve executory
contracts.

According to Reuters, the Barcelo complaint cites the Worker
Adjustment and Retraining Act as requiring 60 days written notice
for those terminated without cause as the result of mass layoffs
or plant closings. The workers were employed at the company's
facility in El Segundo, Calif. Reuters said Barcelo was a digital
compositor on films including The Hunger Games, Green Lantern and
Clash of the Titans and he also was involved in the postproduction
of the upcoming film Percy Jackson: Sea of Monsters.

Reuters, citing R&H's bankruptcy papers, said the company employed
700 individuals there up until recently and only 460 remain.

                        About Rhythm and Hues

Rhythm And Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition with the U.S. Bankruptcy Court Central
District of California (Los Angeles) on Feb. 13, 2013, listing
assets ranging from $10,000,001 to $50,000,000 and liabilities
ranging from $50,000,001 to $100,000,000.  Judge Neil W. Bason
oversees the case.  The Bankruptcy Case No. is 13-13775.

R&H has provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H has a 135,000 square-foot facility in
El Segundo, California. It has more than 460 employees.

The Debtor's is represented by Brian L. Davidoff, Esq., C. John M
Melissinos, Esq., and Claire E. Shin, Esq., at Greenberg Glusker,
in Los Angeles, California.  The petition was signed by John
Patrick Hughes, president and CFO.


SAN BERNARDINO, CA: Hires New City Manager
------------------------------------------
Tim Reid, writing for Reuters, reported that crisis-hit San
Bernardino, California, picked a new city manager on Friday at a
critical time in its quest to get bankruptcy protection from a
federal court.

Reuters related that San Bernardino was forced to look for a new
city manager after its acting city manager, Andrea Travis-Miller,
quit.  Her resignation coincides with the departure of the city's
finance chief. Both had been the key officials overseeing the
city's bankruptcy application and their departures threaten the
city's ability to achieve it, Reuters said. They had more
knowledge than anybody else of the city's finances and the
experience to answer questions from the court and creditors,
Reuters added.

The report said the city council voted to hire Allen Parker to
replace Travis Miller. According to his resume provided to the
city, Parker has been an economic development consultant since
2006.  From June 2001 until December 2006, according to his
resume, Parker was chief administrative officer of the Morongo
Band of Mission Indians, a federally recognized tribe in
California. Before that he was village manager of Maywood,
Illinois.

                      About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN DIEGO HOSPICE: Scripps Taking Over Hospice
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Diego Hospice & Palliative Care Corp. is
transferring the patients and selling a non-operating hospice
facility to Scripps Health.

According to the report, San Diego Hospice intends to transfer the
450 patients to Scripps, a not-for-profit San Diego health-care
provider.  Scripps will provide a $5 million loan to continue
operations until the patients can be transferred.

Scripps is offering to buy an unused 24-bed hospice facility for
$10.7 million.  There will be a hearing Feb. 20 for approval of
auction and sale procedures.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4,, 2013, estimating assets and liabilities of at least
$10 million.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SCHOOL SPECIALTY: Bankruptcy Professionals Hiring Sought
--------------------------------------------------------
School Specialty, Inc., and its debtor affiliates seek authority
from the Bankruptcy Court to employ these professionals:

   * Kurtzman Carson Consultants LLC as administrative advisor
     (Albert Kass, vice president of corporate restructuring
     services);

   * Paul, Weiss, Rifkind, Wharton & Garrison LLP (Alan W.
     Kornberg, Esq., partner) as bankruptcy attorneys to be paid
     these hourly rates: $850 to $1,160 for partners, $800 to $835
     for counsel, $385 to $765 for associates, and $85 to $255 for
     legal assistants; and

   * Young Conaway Stargatt & Taylor, LLP, as local Delaware
     counsel, to be paid these hourly rates: $730 for Pauline K.
     Morgan, Esq., $730 for Joel A. Waite, Esq., $410 for Maris J.
     Kandestin, Esq., $315 for Morgan L. Seward, Esq., $285 for
     Laurel D. Roglen, Esq., as principal attorneys designated to
     represent the Debtors, and $160 for Troy Bollman as
     paralegal.

The professionals assure the Court that they are "disinterested
persons" as the term is defined in Section 101(14) of the
Bankruptcy Code and do not represent any interest adverse to the
Debtors and their estates.

Paul Weiss also disclosed that it received $1.1 million within 90
days prior to the Petition Date in connection with its
representation of the Debtors.

                      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.

A seven-member official committee of unsecured creditors was
appointed in the case.

The petition estimated assets of $494.5 million and debt of
$394.6 million.


SCHOOL SPECIALTY: Executed DIP Agreements Filed
-----------------------------------------------
School Specialty, Inc., and its debtor affiliates delivered to the
Bankruptcy Court copies of executed Debtor-in-Possession Credit
Agreements in light of the coming final DIP hearing set for Feb.
25.  The executed copies, which include exhibits and schedules not
yet filed with the Court, are available at

As previously reported on Feb. 7 by the TCR, the Debtors won
interim approval of their request to obtain $50 million of DIP
financing from Bayside Finance LLC, the agent for the prepetition
term loan lenders, despite objections from various parties,
including the U.S. Trustee and the Steering Committee of
Convertible Noteholders of School Specialty, Inc.

Written objections to the final approval of the DIP loan are due
Feb. 15.

                       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.

A seven-member official committee of unsecured creditors was
appointed in the case.

The Debtor disclosed assets of $494.5 million and debt of
$394.6 million in its petition.


SCHOOL SPECIALTY: Wells Fargo No Longer Owns Shares 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 1,337,944 shares of common
stock of School Specialty Inc. representing 6.98% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/yDgwjA

In a subsequent regulatory filing, Wells Fargo disclosed that, as
of Jan. 31, 2013, it benificially own 4 common shares of the
Company representing 0% of the shares outstanding.  A copy of the
filing is available at http://is.gd/mo8qfy

                       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.


SINCLAIR BROADCAST: Amends Report on Newport Acquisition
--------------------------------------------------------
Sinclair Broadcast Group, Inc., has amended its current report on
Form 8-K filed with the Securities and Exchange Commission on
Dec. 6, 2012.  The Original 8-K reported the Company's completion
of its acquisition of certain broadcast assets from Newport
Television LLC.  The Amendment provides the financial statements
and pro forma financial information required under Item 9.01 of
Form 8-K.  No other modification to the Original 8-K is being made
by this Amendment.

(a) Financial statements of business acquired

The historical audited combined financial statements of the High
Plains Broadcasting Operating Company, LLC and Newport Television
LLC stations in Cincinnati, OH; Harrisburg, PA; Mobile, AL;
Rochester, NY; San Antonio, TX; and Wichita, KS, as of and for the
year ended Dec. 31, 2011, including the notes to those financial
statements and the report of the independent auditors thereon, and
the historical unaudited combined financial statements of the
Newport Stations as of and for the nine months ended Sept. 30,
2012, and 2011, are available at http://is.gd/E13TZ4

(b) Pro forma financial information

The required unaudited pro forma financial information as of and
for the nine months ended Sept. 30, 2012, and for the year ended
Dec. 31, 2011, are available at http://is.gd/y2Ny0J

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

For the 12 months ended Dec. 31, 2012, the Company reported net
income of $144.95 million on $1.06 billion of total revenues, as
compared with net income of $76.17 million on $765.28 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion
in total assets, $2.82 billion in total liabilities and a $100.05
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SOUTHERN AIR: Has Until May 28 to File Chapter 11 Plan
------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended until May 28, 2013, the exclusive
period by which Southern Air Holdings, Inc., and its debtor
affiliates may file a plan of reorganization and until July 25 to
solicit acceptances of that plan.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.


SOUTHERN AIR: Seeks to Pay $96,600 to Retain 4 Key Employees
------------------------------------------------------------
Southern Air Holdings Inc. and its debtor affiliates seek
authority from the Bankruptcy Court overseeing their Chapter 11
cases to pay a total of $96,618 to retain non-insider employees
that are key to their operations and their restructuring.

Under a key employee retention plan (KERP), the Debtors have
selected four employees that serve as Director of Operations,
Director of Accounting and Facilities, Accounting and Reporting
Manager, and Director of Human Resources.  The Debtors believe
that the Key Employees are not only important to their operations
and their reorganization process, but their departure prior to the
complete relocation of the Debtors would have deleterious effects
on the reorganization and timely relocation.

In addition to the KERP Payments, the KERP provides for the Key
Employees to receive (i) continued medical, dental, life, and
vision coverage under the Debtors' employee benefit plans in place
at the time until the last day of the month in which their
employment is terminated, and (ii) payment for all accrued but
unused vacation time.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.


SOUTHERN MONTANA: New PSA is Cornerstone of Chap. 11 Plan
---------------------------------------------------------
Reorganized Southern Montana Electric Generation and Transmission
Cooperative, Inc., will continue to operate under a 10-year, all
requirements power supply agreement that will replace a
prepetition, long-term power supply agreement with PPL Montana,
the bankrupt power company said in the disclosure statement it
filed with the U.S. Bankruptcy Court for the District of Montana
to explain its plan of reorganization.

Under the new contract, the Reorganized Debtor expects to save
more than $100 million as compared to what it would have had to
pay under the PPL contract.  The savings will be channelled to pay
off the Debtor's debt on Highwood Generating Station.

The Plan, proposed by Lee A. Freeman, the trustee appointed in the
Chapter 11 case of Southern Montana, impairs all claims, except
for priority non-tax claims, which will be paid in full on the
effective date of the Plan, and claims and interests held by
members.

A full-text copy of the Disclosure Statement, dated Feb. 15, 2013,
is available for free at:

            http://bankrupt.com/misc/smegtc_ds0215.pdf

                  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.


STRATUS MEDIA: Seaside 88 Holds 5.6% Equity Stake as of Dec. 31
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Seaside 88, LP, disclosed that, as of Dec. 31, 2012,
it beneficially owns 3,196,310 shares of common stock of
Stratus Media Group, Inc., representing 5.6% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/JfPQQ7

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

The Company reported a net loss of $15.83 million in 2011,
compared with a net loss of $8.41 million in 2010.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011, citing recurring
losses and negative cash flow from operations which raised
substantial doubt as to the ability of the Company to continue as
a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $3.94
million in total assets, $9.98 million in total liabilities, all
current, and a $6.03 million total shareholders' deficit.


SUPERMEDIA INC: Hayman Has 9.9% 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 1,560,941 shares of common stock of Supermedia Inc.
representing 9.96% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/4ZR6LB

                       About Supermedia Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of

SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.

The Company's balance sheet at Sept. 30, 2012, showed
$1.44 billion in total assets, $1.91 billion in total liabilities,
and a $470 million total stockholders' deficit.

                            *   *    *

As reported by the TCR on Jan. 30, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on SuperMedia Inc. to
'CCC' from 'CCC+'.

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


THQ INC: Young Conaway Approved as Bankruptcy Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
THQ Inc., et al., to employ Young Conaway Stargatt & Taylor, LLP
as bankruptcy counsel.

Young Conaway will represent the Debtors in all aspects of their
restructuring efforts.

To avoid any duplication of efforts, Gibson, Dunn LLP, as their
lead counsel and Young Conaway have discussed and will continue to
discuss each firm's respective responsibilities in connection with
representation of the Debtors.

The principal attorneys and paralegal designated to represent the
Debtors and their standard hourly rates are:

         Michael R. Nestor                   $675
         M. Blake Cleary                     $650
         Jaime Luton Chapman                 $375
         Morgan L. Seward                    $315
         Michelle Smith (paralegal)          $185

Other attorneys and paralegals may from time to time also serve
the Debtors in connection with the matters with rates ranging from
$285 to $975 per hour for attorneys and $80 to $250 per hour for
paralegals and other paraprofessionals.

Young Conaway received an initial retainer of $100,000 in
connection with the planning and preparation of initial documents
and its proposed postpetition representation of the Debtors. A
portion of the retainer has been applied to outstanding balances
existing as of the Petition Date.  The remainder will constitute a
general retainer as security for postpetition services and
expenses.

                          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: Kurtzman Carson Approved as Administrative Agent
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
THQ Inc., et al. to employ Kurtzman Carson Consultants LLC as
their administrative agent.

KCC will, among other things:

   a) assist with the preparation of the Debtors' schedules of
      assets and liabilities and statement of financial affairs;

   b) tabulate votes and perform subscription services as may be
      requested or required in connection with any and all Chapter
      11 plans filed by the Debtors and provide ballot reports and
      related balloting and tabulation services to the debtors and
      their professionals; and

   c) generate an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results.

Prior to the Petition Date, the Debtors provided KCC a $25,000
retainer.

To the best of the Debtors' knowledge, KCC 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: Landis Rath Approved as Committee's Co-Counsel
-------------------------------------------------------
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 Landis Rath & Cobb LLP as its
co-counsel.  The Committee said that it has selected Andrews Kurth
LLP as its counsel, and Houlihan Lokey Capital, Inc. as its
financial advisor.  In this relation, LRC has discussed with AK
and the Committee a division of responsibility in order to
minimize a duplication of efforts on behalf of the Committee.

                          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.


TRANSGENOMIC INC: Austin Marxe Discloses 5% Stake at Dec. 31
------------------------------------------------------------
In a 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, they beneficially own 2,529,300 shares
of common stock of Transgenomic, Inc., representing 5.6% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/usealH

                        About Transgenomic

Transgenomic, Inc. (www.transgenomic.com) is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company's balance sheet at Sept. 30, 2012, showed $42.88
million in total assets, $20.31 million in total liabilities and
$22.57 million in total stockholders' equity.

As reported by the TCR on Feb. 13, 2013, Transgenomic entered into
a forbearance agreement with Dogwood Pharmaceuticals, Inc., until
March 31, 2013.

TRI-STATE FINANCIAL: $1.1MM Fund Not Owned by Bankruptcy Estate
---------------------------------------------------------------
In the Chapter 11 case of Tri-State Financial, LLC, d/b/a North
Country Ethanol, the U.S. Bankruptcy Court for the District of
Nebraska issued an order on February 13, 2013, clarifying the
ownership of $1,190,000 in funds received from the Chapter 7
trustee of the bankruptcy estate of Tri-State Ethanol Company,
LLC.

The trustee of the Tri-State Financial, LLC, bankruptcy estate
received $1,190,000 from the Chapter 7 trustee of the bankruptcy
estate of Tri-State Ethanol Co., which was filed in the Bankruptcy
Court for the District of South Dakota. The funds were received by
the TSF trustee based upon a claim filed by TSF prior to the
filing of its bankruptcy case.

Judge Timothy J. Mahoney ruled that the funds in question are the
property of the defendants other than Centris and the funds are
not property of the bankruptcy estate.

Judge Mahoney further held that "although the funds are not
property of the bankruptcy estate of TSF, the bankruptcy estate
does have the right to reimbursement of its legal fees and
expenses incurred in litigating and eventually settling with the
Chapter 7 trustee in the TSE bankruptcy case then pending in the
District of South Dakota. In addition, the estate, which had a
legitimate basis for asserting the ownership of the funds, has a
right to be compensated for its attorney fees, costs, and expenses
incurred in this litigation. The trustee may submit a detailed
statement of the fees and expenses, divided into categories such
as expenses and fees incurred in the TSE matter and fees and
expenses incurred in litigating the ownership of the funds in the
pending bankruptcy case.  After notice and the opportunity for
objection, a hearing will be held if an objection is filed. This
Order shall not be considered a final order until a ruling is made
on the trustee's compensation application."

The case before Judge Mahoney is styled THOMAS D. STALNAKER,
Trustee, Plaintiff, v. GEORGE ALLISON, JR.; FRANK CERNIK; PHYLLIS
CERNIK; CHRIS DANIEL; AMY DANIEL; DISTEFANO FAMILY LTD.
PARTNERSHIP; MARK E. EHRHART; ROBERT G. GRIFFIN; JOHN L. HOICH;
DENISE HOICH; TIMOTHY JACKES; JAMES G. JANDRAIN; AMERICAN
INTERSTATE BANK; GEORGE KRAMER; BERNIE MARQUARDT; RADIO
ENGINEERING INDUSTRIES, INC.; JOSEPH VACANTI, Trustee of the
Joseph & Cynthia Vacanti Trust; and CENTRIS FEDERAL CREDIT UNION,
Defendants.

CENTRIS FEDERAL CREDIT UNION, Counterclaim and Cross-Claim
Plaintiff, v. THOMAS D. STALNAKER, Trustee, Counterclaim
Defendant, and GEORGE ALLISON, JR.; FRANK CERNIK; PHYLLIS CERNIK;
CHRIS DANIEL; AMY DANIEL; DISTEFANO FAMILY LTD. PARTNERSHIP; MARK
E. EHRHART; ROBERT G. GRIFFIN; JOHN L. HOICH; DENISE HOICH;
TIMOTHY JACKES; JAMES G. JANDRAIN; LINDA L. KLASSMEYER; GEORGE
KRAMER; BERNIE MARQUARDT; RADIO ENGINEERING INDUSTRIES, INC.; and
JOSEPH VACANTI, Trustee of the Joseph & Cynthia Vacanti Trust,
Cross-Claim Defendants, Case No. BK08-83016-TJM, No. A10-8052-TJM.

A copy of the Bankruptcy Court's February 13, 2013 Order is
available at http://is.gd/Pbp8wsfrom Leagle.com.

Tri-State Financial LLC, owner of the North Country Ethanol plant
near Rosholt, South Dakota, filed a Chapter 11 petition (Bankr. D.
Neb. Case No. 08-83016) on Nov. 21, 2008, in Omaha, Nebraska.  The
company listed assets of $35 million and debt totaling $27
million.  Centris Federal Credit Union holds a secured claim
aggregating $19.6 million.


USG CORP: Incurs $125 Million Net Loss in 2012
----------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$125 million on $3.22 billion of net sales for 2012, a net loss of
$390 million on $2.91 billion of net sales for 2011, and a net
loss of $405 million on $2.83 billion of net sales for 2010.

The Company's balance sheet at Dec. 31, 2012, showed $3.72 billion
in total assets, $3.70 bilion in total liabilities and $19 million
in total stockholders' equity including noncontrolling interest.

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

                        http://is.gd/WlF6JZ

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.

As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating.  USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.


VITRO SAB: Noteholders Bid for Relief Has Hearing Tomorrow
----------------------------------------------------------
Vitro Packaging de Mexico S.A. de C.V., the members of the Ad Hoc
Group of Vitro Noteholders, and U.S. Bank, National Association,
as Indenture Trustee, Vitro S.A.B. de C.V., and the non-debtor
affiliates of Vitro stipulate that the Court will defer its
consideration of the motion of the Ad Hoc Group of Noteholders
seeking relief from the automatic stay or dismissal of the Chapter
15 case prior to February 21, 2013.

On the duration of the stay period, VPM is temporarily enjoined
from transferring any assets that it owns or controls outside of
the ordinary course of business, including transferring assets
located in the United States to other countries outside the
ordinary course of business.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November, the U.S. Court of Appeals Judge Carolyn King ruled
that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.


WESTINGHOUSE SOLAR: Brio Capital Owns 9% Equity Stake at Jan. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Brio Capital Master Fund Ltd. disclosed that,
as of Jan. 31, 2013, it beneficially owns 2,168,936 shares of
common stock of Westinghouse Solar, Inc., representing 9.99% of
the shares outstanding.  A copy of the filing is available at:

                         http://is.gd/Ta8dKV

                          About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

As reported in the TCR on April 16, 2012, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
Westinghouse Solar'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 significant operating losses and has negative
cash flow from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$4.4 million in total assets, $5.6 million in total liabilities,
and a stockholders' deficit of $1.2 million.


WM SIX FORKS: Mortgage Typo Costs Lender $1.5 Million Under Plan
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that auctions are typically held before companies confirm
Chapter 11 plans, although nothing in bankruptcy law says it can't
be otherwise.

According to the report, the owner of the 298-unit Manor Six Forks
luxury apartment project in Raleigh, North Carolina, decided to
put the cart before the horse by winning confirmation of a Chapter
11 plan last week where the auction will take place in March.

Mr. Rochelle notes that the case involved a typographical error
that cost the lender Lenox Mortgage XVII LLC almost $1.5 million.
Lenox was owed about $39 million when bankruptcy began in August.
The owner, named WM Six Forks LLC, charged that use of the wrong
month in the note or mortgage left the lender with only an
unsecured claim.  Rather than fight, Lenox agreed to settle by
contributing $1.5 million to a fund for unsecured creditors.

According to the report, there will be an auction where Lenox can
bid as much as $30 million without reaching into its pocket for
cash.  If there is bidding from a third party to pay Lenox in
full, the surplus will go first to secured creditors with liens
subordinate to Lenox's.  Assuming there is no outside buyer, the
disclosure statement informed unsecured creditors they could
expect to recover about 13% on their $5 million in claims.
Mechanics lienholders and subordinated secured creditors, whose
claims aggregate $6 million, can expect the same recovery.

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor said in court papers the
Manor is valued at $32.54 million.  The Debtor also owns a 15.15-
acre property, the value of which is not yet determined.  The
Debtors' property serves as collateral to a $39 million debt to
Lenox Mortgage XVI, LLC.  A copy of the schedules filed together
with the petition is available at http://bankrupt.com/misc/nceb12-
05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.


ZALE CORP: Richard Breeden Stake Down to 0.4% as of Feb. 14
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Richard Breeden and his affiliates disclosed
that, as of Feb. 14, 2013, they beneficially own 143,968 shares of
common stock of Zale Corporation representing 0.4% of the shares
outstanding.  Mr. Breeden previously reported beneficial ownership
of 4,958,572 common shares or a 15.4% equity stake as of Sept.11,
2012.  A copy of the amended filing is available for free at:

                        http://is.gd/If77e0

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.

Zale Corp's balance sheet at Oct. 31, 2012, showed $1.33 billion
in total assets, $1.18 billion in total liabilities and $151.96
million in total stockholders' investment.


* IATA Has Cautious Outlook for the Airline Sector in 2013
----------------------------------------------------------
According to StockCall.com, back in December 2012, the
International Air Transport Association (IATA) provided its 2013
financial forecast for the airline industry.  While IATA's outlook
for 2013 is cautious, improvement in the global economy should
benefit airlines such US Airways Group Inc., which recently
announced a merger with AMR Corp., and United Continental Holdings
Inc., this year.

                     IATA's Cautious Outlook

In December 2012, IATA's Director General and CEO, Tony Tyler said
that airlines' net profits are expected to rise to $8.4 billion,
which would leave the industry with a 1.3% net profit margin.
Mr. Tyler noted that it is good that the airline industry is
moving in the right direction, but the year ahead is shaping up to
be another tough one for the industry.

IATA expects global economy to grow 2.3% in 2013.  Growth once
again will be driven by emerging economies.  Passenger demand in
2013 is expected to rise 4.5%, while cargo demand is forecasted to
rise 1.4%.  IATA expects oil prices to remain slightly moderate at
$104 per barrel this year; however, IATA believes that the premium
paid for jet fuel refining will result in a smaller decline in jet
fuel prices to $124.3 per barrel.

     Improving Global Economic Outlook Should Benefit Airlines

While IATA's outlook for the airline industry is cautious, signs
of improvement in the global at the start of this year augur well
for airlines.  In its report, IATA cited the Eurozone debt crisis
as a major concern.  However, since the start of this year, the
Eurozone has shown signs of stabilizing.  There are still no signs
of growth, though, with fourth quarter GDP in the monetary union
falling 0.6%, according to a report released last week.

                           Consolidation

One of the major trends in the airline industry, especially in the
U.S., has been consolidation.  Two years ago, United Airlines and
Continental Airlines merged, forming United Continental Holdings
Inc. Recently, US Airways Group Inc. and AMR Corp., the parent
company of American Airlines, announced a much-anticipated merger.

AMR Corp. had filed for bankruptcy in November 2011 and since then
there had been talks of a merger between the bankrupt airline and
US Airways Group Inc.  The merger agreement was finally sealed
last week.  The combined companies will operate under the American
Airlines name.

As per the terms of the merger agreement, shareholders of US
Airways Group Inc. will receive one share of common stock of the
combined airline for each share of US Airways Group Inc. common
stock they hold.

Doug Parker, Chairman and CEO of US Airways Group Inc., said that
the combined airline will have the scale, breadth and capabilities
to compete more effectively and profitably in the global
marketplace.

    United Continental Holdings January Operational Performance

Earlier this month, United Continental Holdings reported its
January 2013 operational results.  The airline's consolidated
traffic in January rose 0.9%, while consolidated capacity fell
1.9%.  Consolidated passenger revenue per available seat mile
(PRASM) rose an estimated 3% to 4%.


* Miami Consumer Credit Default Rates Increase in January 2013
--------------------------------------------------------------
Data through January 2013, released on Feb. 19 by S&P Dow Jones
Indices and Experian for the S&P/Experian Consumer Credit Default
Indices, a comprehensive measure of changes in consumer credit
defaults, showed a decrease in national default rates during the
month.  The national composite was 1.63% in January 2013, down
from 1.72% in December 2012.  The first mortgage default rate
moved down to 1.58% in January, from 1.68% in December.  The
second mortgage rate was unchanged at 0.69% since December.  Auto
loan default rates increased marginally in January posting 1.10%,
up from the 1.09% December level.  The bank card default rate hit
the lowest post-recession pace of 3.41% in January; it was 3.53%
in December.

"The beginning of 2013 continued the positive trend in consumer
credit quality that we witnessed in 2012," says David M. Blitzer,
Managing Director and Chairman of the Index Committee for S&P Dow
Jones Indices.  "The first mortgage and bank card default rates
moved down, the second mortgage remained flat and auto loans were
marginally up in January.  All loan types remain below their
respective levels a year ago.

"The national composite rate was 1.63% in January 2013, nine basis
points below the December 2012 rate.  It was primarily driven by
the first mortgage rate, which was at 1.58% in January, ten basis
points below the previous month.

"Three of the five cities we cover showed decreases in their
default rates in January - Chicago, was down by five basis points,
Dallas by seven and Los Angeles by three basis points.  New York
was marginally higher by two basis points.  The major increase was
Miami, up 38 basis points.  Default rates in Miami went up for the
third consecutive month; in January 2013 it was 1.01 percentage
points above the October 2012 level.  Miami had the highest
default rate at 3.45% and Dallas -- the lowest at 1.19%.  All five
cities remain below default rates they posted a year ago, in
January 2012."

The table on the next page summarizes the January 2013 results for
the S&P/Experian Credit Default Indices.  These data are not
seasonally adjusted and are not subject to revision.


        S&P/Experian Consumer Credit Default Indices
        National Indices
        Index           January 2013  December 2012 January 2012
                        Index Level   Index Level   Index Level
        Composite       1.63          1.72          2.16
        First Mortgage  1.58          1.68          2.08
        Second Mortgage 0.69          0.69          1.30
        Bank Card       3.41          3.53          4.57
        Auto Loans      1.10          1.09          1.27

        Source: S&P/Experian Consumer Credit Default Indices
        Data through January 2013

The table below provides the S&P/Experian Consumer Default
Composite Indices for the five MSAs:

        Metropolitan      Statistical Area January 2013 Index
Level December 2012 Index Level January 2012 Index Level
        New York                           1.53
1.51                      2.23
        Chicago                            2.07
2.12                      2.76
        Dallas                             1.19
1.26                      1.53
        Los Angeles                        1.81
1.84                      2.36
        Miami                              3.45
3.07                      4.80
        Source: S&P/Experian Consumer Credit Default Indices
        Data through January 2013

                   About S&P Dow Jones Indices

S&P Dow Jones Indices LLC, a subsidiary of The McGraw-Hill
Companies, Inc. is the world's largest, global resource for index-
based concepts, data and research.

                          About Experian

Experian is a global information services company, providing data
and analytical tools to clients in more than 80 countries.


* Risk of Sovereign Defaults Lingers, Towers Watson Survey Shows
----------------------------------------------------------------
Fund managers have turned more optimistic about the prospects for
equity returns while remaining negative on world growth and
medium-term government bonds, according to a global survey of
investment managers conducted by global professional services
company Towers Watson.  The Global Survey of Investment and
Economic Expectations also highlights the most important issues
investment managers expect to face in 2013: government
intervention, global economic imbalances and sovereign debt
defaults, with inflation being a significant concern in the next
five years.

"During the last quarter of 2012, when this survey was held, the
move back to policy easing and consequent improvement in global
financial conditions improved growth prospects, with the U.S. and
China responding the most," said Matt Stroud, head of strategy and
portfolio construction at Towers Watson.  "In the United States,
growth is now well above its trend because financial conditions
are very easy, and those sectors that respond most to low interest
rates have improved balance sheets.  This is not the case in
Europe, where those sectors, typically households and
construction, are less able to respond to this stimulation.
Growth in China has also improved, driven by modest amounts of
monetary stimulation and increases in government investment
spending.  Other emerging regions have been slower to pick up,
although this may just reflect a small lag as the improvements in
external demand and production work their way through into
improvements in domestic incomes.  So while these are positive
signs that influenced managers' outlook for 2013, a sustained
global economic recovery is likely to remain fragile, set as it is
against the unavoidable situations of extreme indebtedness in the
Western world: ongoing double- and triple-dip recessions, and weak
and uncertain prospects for growth in many markets."

The global survey shows that guarded optimism has returned to this
influential group of investment managers, witnessed by their view
that institutional investors are expected to either modestly
increase risk or keep their portfolio risk level the same in 2013.
The survey, which includes responses from 169 investment managers
(the majority having institutional assets under management above
$5 billion and retail assets under management above $1 billion),
indicates that a significant number of them still expect a
sovereign debt default in the Eurozone and continuing weak fiscal
situations in the U.S., the U.K. and Japan.

Carl Hess, global head of investment at Towers Watson, said,
"Eurozone countries face highly political, long-term structural
reforms, as well as fiscal austerity, which are proving difficult
to implement, pushing out further any real global recovery.
Politics have become increasingly enmeshed in the financial world
since the global economic crisis began, and investment managers
have again identified this as the top issue for them.  There are
some positive economic signals coming out of the U.S., which, even
though driven largely by government policies, seem to be reflected
in managers' view that the U.S. is the region with the most
rewarding investment opportunities in 2013, followed by China, the
Eurozone and frontier markets.  While government policies are
clearly intended to stimulate growth and address the massive U.S.
fiscal deficit, we see the risk skewed toward deflation rather
than inflation.  That said, the housing market still remains key
to a U.S. recovery -- if the headwind of negative equity can be
overcome."

In contrast to last year, managers expect better equity returns in
2013 in most markets than they did in 2012, with the exception of
the U.S. and Australia, where equity return expectations are the
lowest they have been since the survey started in 2008.  In
addition, managers anticipate equity returns to remain muted over
the longer term, but indicate a preference toward the U.S. and
China, and away from the Eurozone.  They expect equity markets in
2013 to deliver returns of 7.0% in the U.S. (compared to 8.0% in
2012), 6.0% in the U.K. (5.0%), 7.0% in the Eurozone (6.0%), 6.0%
in Australia (7.0%), 6.0% in Japan (5.0%) and 10% in China (7.8%).

The survey also shows that expected equity volatility for 2013 is
in the 15% - 20% range for major economies, somewhat lower than
previous years, but still elevated compared to longer-term
averages.  Most managers in the survey hold overall bullish views
for the next five years on emerging market equities (83% vs. 75%
in 2012), public equities (78% vs. 72%) and real estate (57% vs.
48%).  For the same time horizon, the majority remains bearish
overall on nominal government bonds (80% vs. 77% in 2012), money
markets (47% vs. 43%), investment-grade bonds (47% vs. 29%) and
inflation-indexed government bonds (47%, same as 2012).

"Volatile markets and heightened risk awareness continue to make
asset allocation very challenging, as investors balance priorities
such as long-term de-risking, short-term market opportunities,
rebalancing and maintaining a strategic asset allocation mix.  In
terms of specific asset classes, we think that government bonds do
not represent great value at the moment and that equities
represent relatively better value.  However, it is challenging to
know how to respond when the goal for many funds is to reduce risk
overall and diversify from existing equity holdings.  As a result,
many funds are buying fewer bonds than before, and those that are
considering adding risk to their investment portfolios are most
often diversifying into alternative assets rather than simply
buying equities," said Stroud.

According to the study, real GDP growth expectations for 2013
continue a downward trend and range from just above 0% in the
Eurozone (0% in 2012) to 7.5% in China (8.0%), followed by 2.5% in
Australia (3.0%), 2.0% in the U.S. (2.0%), 1.0% in the U.K. (1.0%)
and 0.9% in Japan (1.5%).  With the exception of China, managers'
10-year GDP growth forecasts are slightly above their one-year
view, but below historical trends.  The survey shows that managers
expect unemployment to remain a tough challenge for some Western
economies, especially for the Eurozone countries implementing
fiscal austerity measures.  According to managers, expansionary
monetary policies are expected to hold in 2013, with exceptionally
low interest rates in some Western economies, but to gradually
tighten in the years ahead.  Inflation is viewed as a moderate
near-term risk, with some very concerned about long-term inflation
risk in both the U.S. and Europe.

Turning to 10-year government bond yields, for 2013, managers
predict the continuation of a downward movement of yields to
historic lows, reflecting persistent economic weakness and
continued central bank asset purchases.  Predicted yields on 10-
year government bonds have fallen in every market since the 2011
survey, with the U.S. falling from 3.8% to 2.0%, mirrored by the
U.K. (4.0% to 2.0%), the Eurozone (3.5% to 2.0%), Australia (6.0%
to 3.3%), Japan (1.6% to 1.0%) and China (5.0% to 3.8%).

Other findings from the survey include:

-- For 2013, managers expect unemployment to be lower than in the
recent past in the U.K. (7.7% vs. 8.5% in 2012) and the U.S. (7.5%
vs. 8.5%), but higher in the Eurozone (11.5% vs. 10.6%).

-- The managers' consensus is that crude oil is expected to rise
at a fair pace, reaching $90 a barrel this year (they predicted
$100 for 2012) and $100 a barrel in the next 10 years --
significantly down from last year's 10-year prediction of $120.

-- Managers expect major currencies to maintain roughly stable
values despite the uncertain economic environment.

                 About Towers Watson Investment

Towers Watson Investment is focused on creating financial value
for the world's leading institutional investors through its
expertise in risk assessment, strategic asset allocation and
investment manager selection.  It is a division of Towers Watson's
Risk and Financial Services business, has over 750 associates
worldwide and assets under advisory of over US$2 trillion.

                       About Towers Watson

Towers Watson -- http://www.towerswatson.com/-- is a global
professional services company that helps organizations improve
performance through effective people, risk and financial
management.  The company offers solutions in the areas of
benefits, talent management, rewards, and risk and capital
management.  Towers Watson has 14,000 associates around the world
and is located on the web at towerswatson.com.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:  1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:  240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:  1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Feb. 15, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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