TCR_Public/130221.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 21, 2013, Vol. 17, No. 51

                            Headlines

1220 SOUTH: To Seek Approval of Sale-Based Plan on March 12
3S/DEVELOPMENT, LLC: Case Summary & 2 Unsecured Creditors
ADVANSOURCE BIOMATERIALS: Has $113,000 Profit in Dec. 31 Quarter
ALLY FINANCIAL: Banking Subsidiary Sells Mortgage Unit to Walter
AMERICAN SUZUKI: Amends Plan Ahead of Feb. 28 Hearing

AMERICAN AIRLINES: $11-Bil. US Airways Merger a Boon to Big Firms
AOXING PHARMACEUTICAL: Incurs $3.1-Mil. Net Loss in Fiscal Q2
ATLANTIC COAST: Wellington Reports 4.7% Equity Stake at Dec. 31
ATLANTIC COAST: Ithan Creek Holds 4.7% Equity Stake at Dec. 31
AVAYA INC: S&P Assigns 'CCC+' Rating to 2nd Lien Notes Due 2021

BERNARD L. MADOFF: Safe Harbor Doesn't Protect Some Customers
BESRA GOLD: Incurs $4.6-Mil. Net Loss in Dec. 31 Quarter
BIG SANDY: Wants Plan Filing Period Extended Until March 11
BON-TON STORES: FMR LLC Discloses 12.9% Equity Stake
BURGER KING: Fitch Raises Issuer Default Rating to 'B+'

BURLINGTON HOLDINGS: S&P Retains 'B-' CCR Following $50MM Add-On
CAESARS ENTERTAINMENT: Online Gaming Bill is Positive, Fitch Says
CCCG LLC: Chapter 11 Case Summary & 5 Unsecured Creditors
COMPTON, CA: Wells Capital Invests in Bond Offering
CONEX INTERNATIONAL: Ch. 7 Trustee Sues Ex-Execs Over $246M Buyout

COVENANT BANCSHARES: Wipfli LLP Raises Going Concern Doubt
DAFFY INC: Can Borrow $12M from Jericho I to Pay Wells Fargo Loans
DETROIT, MI: In Fiscal Emergency Amid $326.6-Mil. Budget Gap
DEWEY & LEBOEUF: Ex-Partner Sues Barclays Over Firm Capital Loan
DIGICEL LIMITED: Fitch Rates $700 Million Senior Notes 'B'

DIGICEL LIMITED: Moody's Rates New $700-Mil. Senior Notes 'B1'
DOGWOOD PROPERTIES: Voluntary Chapter 11 Case Summary
EDUCATION HOLDINGS: Can Hire DLA Piper, A&M as Ch.11 Professionals
ELBIT IMAGING: To Suspend Interest Payments to Noteholders
ENERGY FUTURE: Warns of Bankruptcy Risk; Kirkland & Ellis Tapped

FRANCES CARLSON: Bankruptcy Filing Stays U.S. Lawsuit
GOODYEAR TIRE: Moody's Retains Ba3 CFR, Outlook Changed to Neg.
GREEN OAK: Case Summary & 14 Largest Unsecured Creditors
GSC GROUP: April 22 Hearing on Kaye Scholer, Capstone Deals
HARRISONBURG REDEVELOPMENT: Moody's Lowers Debt Rating to 'B2'

HAWKER BEECHCRAFT: Plans Midyear Sale of Hawker Jet Business
HERON LAKE: Incurs $32.4-Mil. Net Loss in Fiscal 2012
HOTEL OUTSOURCE: Incurs $421,000 Net Loss in Third Quarter
HYPERTENSION DIAGNOSTICS: Incurs $42,500 Net Loss in Fiscal Q2
ICEWEB INC: Incurs $791,126 Net Loss in 2013 Q1

IMPLANT SCIENCES: Files Form 10-Q, Reports $3.7-Mil. Loss
INDEPENDENCE TAX IV: Reports $2.1-Mil. Net Income in Dec. 31 Qtr.
INSPIRATION BIOPHARMACEUTICALS: Wants April Plan Deadline
INSPIRATION BIOPHARMACEUTICALS: Completes Sale of IB1001
ISTAR FINANCIAL: Ori Uziel Holds 4.2% Equity Stake at Dec. 31

ISTAR FINANCIAL: Valinor Discloses 6% Equity Stake at Dec. 31
ISTAR FINANCIAL: Fir Tree Lowers Equity Stake to 1% at Dec. 31
JOURNAL REGISTER: Taps Keen Realty as Real Estate Advisor
JOURNAL REGISTER: Borough of Lansdale Acquires Goodson Property
JOURNAL REGISTER: Panel Not Objecting to Revolving Lender's Liens

K-V PHARMACEUTICALS Plan Outline Hearing Set for March 19
KPG INVESTMENTS: Voluntary Chapter 11 Case Summary
LAND HOLDINGS: Moody's Rates Proposed $162.5-Mil. Term Loan 'B3'
LCI HOLDING: Committee Hires Pachulski Stang as Counsel
LCI HOLDING: FTI Okayed as Committee's Financial Advisor

LCI HOLDING: Meeting of Creditors Continued Until March 12
LEHMAN BROTHERS: To Make Third Payment to Creditors April 4
LEHMAN BROTHERS: Wants to Compel London Whale Testimony
LEHMAN BROTHERS: $91.2-Mil. Reserve for US Airways Claim Okayed
LEVEL 3: Loomis Sayles Discloses 4.8% Equity Stake at Dec. 31

LEVEL 3: Southeastern Asset Discloses 21.6% Equity Stake
LEVEL 3: V. Prem Watsa Discloses 7% Equity Stake at Dec. 31
LSP ENERGY: Has Until April 21 to Solicit Acceptances of Plan
MC2 CAPITAL: Court Rules on Committee's Claim Objections
MDU COMMUNICATIONS: Incurs $137,000 Net Loss in Fiscal Q1

MEDIA HOLDCO: S&P Assigns 'B+' CCR; Rates $50MM Facility 'BB'
MEDIA GENERAL: P. Troob Holds 6% Class A Shares at Dec. 31
MERRILL COMMUNICATIONS: Moody's Rates New $390-Mil. Loan '(P)B1'
METRO FUEL: Sells Assets, Hearing on Exclusivity Feb. 26
MF GLOBAL: Plan Proponents Seeks Delay of JPM Bid to Pursue Claim

MF GLOBAL: To Present Plan for Confirmation on April 5
MGM RESORTS: Janus Capital Discloses 7.7% Equity Stake at Dec. 31
MGM RESORTS: Paulson & Co. Discloses 7.7% Equity Stake at Dec. 31
MOORE FREIGHT: Feb. 28 Set as General Claims Bar Date
MPG OFFICE: Appaloosa Discloses 7% Equity Stake at Dec. 31

MPG OFFICE: HG Vora Holds 7.9% Equity Stake as of Dec. 31
MPG OFFICE: DW Investment Discloses 8.1% Equity Stake at Dec. 31
OCALA FUNDING: Plan Outline Hearing Set for March 6
OCWEN LOAN: Fitch Assigns 'B/RR4' Rating to $1.3BB Term Loan
OMTRON USA: Has Court Okay to Hire Fox Rothschild as Attorney

OMTRON USA: Court Okays Nexsen Pruet as Local Counsel
OTTAWA BUS: Webster Capital May Pursue Newbys' Loan Guaranties
OZARKS MEDICAL: S&P Withdraws 'BB-' Rating on 1997 and 1999 Bonds
PALATIN TECHNOLOGIES: Incurs $1.7-Mil. Net Loss in Dec. 31 Qtr.
PANDA SHERMAN: S&P Assigns 'B' Rating to $372 Million Debt

PATRIOT COAL: Balks at Union Bid to Delay Bonus Plans
PENSON WORLDWIDE: Claims Bar Date Set for March 11
PHARMACEUTICAL RESEARCH: Moody's Affirms 'B2' CFR, Outlook Stable
PINNACLE AIRLINES: $52-Mil. in Add'l Financing Approved
PINNACLE AIRLINES: Wins Court Nod to Settle WTC, et al. Claims

POINT CENTER: Case Summary & 20 Largest Unsecured Creditors
PORTER BANCORP: D. Ellefson Discloses 5% Equity Stake at Dec. 31
POSEIDON CONCEPTS: In Default of Loan Agreement
POWELL STEEL: Proposes Ciardi as Chapter 11 Counsel
POWELL STEEL: Seeks to Use Cash Collateral to Pay Employees

POWELL STEEL: Files Amended List of Top Unsecured Creditors
POWELL STEEL: Section 341(a) Meeting Scheduled for March 12
PRA INTERNATIONAL: S&P Affirms 'B' Corp. Credit Rating
READER'S DIGEST: Wins Interim OK of Loans, First-Day Motions
READER'S DIGEST: Updated Chapter 11 Case Summary

READER'S DIGEST: Secured Lenders to Get Full Recovery, Fitch Says
READER'S DIGEST: S&P Cuts CCR to 'D' After Chapter 11 Filing
REALOGY CORP: Incurs $543 Million Net Loss in 2012
REGAL ENTERTAINMENT: Acquisition Deal No Impact on Fitch Ratings
REGAL ENTERTAINMENT: Hollywood Buyout No Impact on Moody's B1 CFR

REMY INTERNATIONAL: Moody's Rates New $325MM Sr. Secured Loan B1
REMY INTERNATIONAL: S&P Affirms 'B+' CCR; Rates $325MM Loan 'B+'
RESIDENTIAL CAPITAL: List of Contracts Assigned to Ocwen
RHYTHM AND HUES: Arranges $17MM Financing From Fox and Universal
RHYTHM AND HUES: Former Employee Barcelo Commences Class Suit

RHYTHM AND HUES: Ex-Employee Capizzi Files Class Suit
ROTHSTEIN ROSENFELDT: Investor Wants TD Bank Suit in Fla. Court
SALON MEDIA: Incurs $806,000 Net Loss in Dec. 31 Quarter
SCHOOL SPECIALTY: Auction Scheduled for March 25
SCOTTSDALE VENETIAN: Voluntary Chapter 11 Case Summary

SEAFRANCE SA: Eurotunnel to Fight Antitrust Review of Ship Buy
SEARS HOLDINGS: B. Berkowitz Reports 17% Equity Stake at Dec. 31
SECUREALERT INC: Incurs $562,000 Net Loss in Fiscal 2013 Q1
SPEEDY CASH: Higher Debt Service Cues Moody's to Cut CFR to Caa1
SPEEDY CASH: Moody's Downgrades Senior Secured Notes to Caa1

SPEEDY GROUP: S&P Assigns 'B' ICR; Rates $125MM Notes 'CCC+
SPIRIT REALTY: TPG-Axon Discloses 7% Equity Stake at Dec. 31
SPIRIT REALTY: James Dondero Holds 5% Equity Stake at Dec. 31
STANFORD INT'L BANK: Investors Sue Antigua, Caribbean Central Bank
STATION CASINOS: S&P Assigns 'CCC+' Rating to $500MM Sr. Notes

STEVE & BARRY'S: Cerberus Rips Ruling in Malpractice Case
SUNGARD DATA: S&P Assigns 'BB' Rating to $2BB Term Loan Due 2020
T&T ENERGY: Coal Miner Files for Bankruptcy in Kentucky
THOMPSON CREEK: Kevin Douglas Reports 7% Equity Stake at Dec. 31
THQ INC: Deal for Take-Two to Take Over WWE Games Approved

THQ INC: Shareholder Official Committee of Equity Holders
TRANS NATIONAL COMMS: Wins Court Approval of Sale Procedures
TRIAD GUARANTY: William Ratliff Discloses 20.5% Equity Stake
TRINITY COAL: Creditors Force Essar Mining Companies to Ch. 11
TRINITY COAL: Creditors Want Trustee, Offer $15MM for Wind-Down

TRINITY COAL: Involuntary Chapter 11 Case Summary
US POSTAL: Congress Urged to Act Swiftly to Restore Stability
US POSTAL: CAGW Balks at Plan to Develop Clothing Line
USEC INC: Van Eck Discloses 5.6% Equity Stake as of Dec. 31
USG CORP: Prem Watsa Discloses 7.6% Equity Stake at Dec. 31

UTSTARCOM INC: Artis Capital Lowers Stake to 1% at Dec. 31
VEYANCE TECHNOLOGIES: S&P Assigns 'B' CCR; Outlook Stable
VIRGINIA GOLF: Case Summary & 8 Largest Unsecured Creditors
W3 CO.: Moody's Rates New $330 Million Credit Facility 'B1'
WARNER MUSIC: Incurs $80 Million Net Loss in Fiscal Q1

WEB.COM GROUP: Moody's Lowers Rating on 1st Lien Debt to 'B1'
WESTERN BIOMASS: District Court to Hear Midwest Lawsuit
YRC WORLDWIDE: J. Altman Discloses 12% Equity Stake at Dec. 31
YRC WORLDWIDE: Whitebox Advisors Discloses 7% Stake at Dec. 31
YRC WORLDWIDE: Catalyst Fund Lowers Stake to 3% at Dec. 31

ZF MICRO: Restarts Production of ZFx86 Microchip After Bankruptcy

* Consumer Spending to Remain Restrained, Economist Says
* Derivatives Can Add to Company's Market Value, Research Shows
* Financial Crisis Cost Tops $22 Trillion, GAO Report Says

* Mortgage Bill Faces Tough Road in Congress
* Renter Default Risk Down in 4Q, CoreLogic Report Shows
* States' Foreclosure Pace Affects Home Prices

* Golden State Group Reacts to LA Times Student Loan Article

* Courtney Pozmantier Joins Greenberg Glusker's Bankruptcy Group
* Dallas Bankruptcy Expert Jeffery Erler Joins Gruber Hurst
* Thompson Hine Lawyers Named to Georgia Trend's 2012 Legal Elite

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1220 SOUTH: To Seek Approval of Sale-Based Plan on March 12
-----------------------------------------------------------
The Bankruptcy Court will convene a hearing to consider
confirmation of the Chapter 11 plan of reorganization of 1220
South Ocean Boulevard, LLC, and final approval of the disclosure
statement at a hearing on March 12, 2013, at 9:30 a.m.

The Bankruptcy Court has conditionally approved the disclosure
statement and set these deadlines:

  Balloting Deadline                     Feb. 26, 2013
  Objections to Plan Confirmation        March 5, 2013
  Objections to Final Approval of DS     March 8, 2013
  Report of Plan Proponent and
    Confirmation Affidavit               March 8, 2013

Under the Plan, the Debtor intends to sell the "estate home" by
private sale, pursuant to 11 U.S.C. Section 363, free and clear of
all liens and other interest, with such liens and other interests
being paid 100% of their allowed claims from the proceeds of sale.

The Debtor will continue to market for sale the Estate Home
through its real estate broker, with the goal of obtaining a bona
fide contract for sale on or before Dec. 2, 2013.  If the Debtor
is unable to effectuate a private sale, the estate home will be
sold by auction on Dec. 16, 2013, pursuant to 11 U.S.C. Section
363.

Under the Plan, the TD Bank's secured claim of $22.9 million
(Class 1) and New Providence's secured claim of $7.34 million
(Class 2) will be paid in full from the proceeds of the private
sale and/or auction.

Unsecured creditors with claims totaling $22.5 million (Class 4)
will, on the Effective Date, be paid in full, without interest,
from the proceeds of the private sale and/or auction.

Holders of equity interests (Class 5) will continue to exist but
will receive no distribution under the Plan.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/1220south.doc86.pdf

                      About 1220 South Ocean

1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm
Beach, Florida.  The Debtor disclosed $74 million in total assets
and $41.5 million in liabilities as of Sept. 7, 2012.

According to http://1220southocean.com/,1220 South Ocean is a
French-inspired waterfront estate homes and resort located in Palm
Beach.  Owned by real estate developer Dan Swanson, president of
Addison Development, 1220 South Ocean sits on 2.5 private and
secure acres of land, has 20,000 square feet of living plus an
additional 7,000 square feet of loggias, garages & guest house.
The resort is located four miles to Palm Beach International
Airport.  Mr. Swanson other developments include the Phipps
Estates in Palm Beach and Addison Estates at the Boca Hotel.

Kenneth S. Rappaport, Esq., at Rappaport Osbourne & Rappaport, in
Boca Raton, Florida, serves as counsel to the Debtor.


3S/DEVELOPMENT, LLC: Case Summary & 2 Unsecured Creditors
---------------------------------------------------------
Debtor: 3S/Development, LLC
        5700 Executive Drive
        Baltimore, MD 21228

Bankruptcy Case No.: 13-12747

Chapter 11 Petition Date: February 18, 2013

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Kim Y. Johnson, Esq.
                  P.O. Box 643
                  Laurel, MD 20725-0643
                  Tel: (443) 838-3614
                  Fax: (301) 725-2065
                  E-mail: kimyjcounsel@aol.com

Estimated Assets: $1,750,000

Estimated Debts: $5,766,000

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/mdb13-12747.pdf

The petition was signed by Scott R. Steele, president.


ADVANSOURCE BIOMATERIALS: Has $113,000 Profit in Dec. 31 Quarter
----------------------------------------------------------------
AdvanSource Biomaterials Corporation filed its quarterly report on
Form 10-Q, reporting net income of $113,000 on $869,000 of
revenues for the three months ended Dec. 31, 2012, compared with a
net loss of $651,000 on $356,000 of revenues for the three months
ended Dec. 31, 2011.

For the nine months ended Dec. 31, 2012, the Company had a net
loss of $604,000 on $1.8 million of revenues, compared with a net
loss of $1.2 million on $1.5 million of revenues for the nine
months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.5 million
in total assets, $2.5 million in total liabilities, and
stockholders' equity of $1.0 million.

According to the regulatory filing, the Company has experienced
negative operating margins and negative cash flows from operations
and expects to continue to incur net losses in the foreseeable
future.  "During the nine months ended Dec. 31, 2012, we incurred
a net loss of $604,000, and used cash from operating activities of
$448,000.  We anticipate incurring losses at least through fiscal
2013 as we continue our efforts to grow revenues, expand selling
and marketing activities, expand into new sales territories, and
continue research and development activities to promote new
product introductions and enhancements to existing products.  As
of Dec. 31, 2012, we had an accumulated deficit of $36,973,000 and
cash of $75,000."

A copy of the Form 10-Q is available at http://is.gd/rn7PY7

Wilmington, Mass.-based AdvanSource Biomaterials Corporation
develops advanced polymer materials which provide critical
characteristics in the design and development of medical devices.
The Company's biomaterials are used in devices that are designed
for treating a broad range of anatomical sites and disease states.


ALLY FINANCIAL: Banking Subsidiary Sells Mortgage Unit to Walter
----------------------------------------------------------------
Reuters reported that Ally Financial Inc.'s banking subsidiary
said on Monday it agreed to sell a mortgage unit to Walter
Investment Management Corp as the U.S. auto lender continues to
pull back from the home loan business.

The Reuters report related that Ally Bank said in October that it
was selling its business lending operation, which buys mortgages
from other lenders and makes loans through brokers. The
transaction, which includes 300 employees, is expected to close on
February 28.  The companies did not disclose the terms of the
deal, Reuters noted.

Reuters said Ally Financial, which is 74% owned by the U.S.
government after a series of bailouts, is focusing on U.S. auto
lending and Internet banking as it works to pay back taxpayers.
In May, the lender's Residential Capital mortgage unit filed for
bankruptcy, and Ally announced plans to sell its international
operations.

Reuters added that Ally Bank also said in October that it was
selling collection rights on $122 billion in mortgages.  Reuters
reported last month that Ocwen Financial Corp was in the lead to
buy the portfolio.  Ally Bank has said it plans to continue making
a "modest level" of jumbo and conventional mortgages through
third-party lenders.


AMERICAN SUZUKI: Amends Plan Ahead of Feb. 28 Hearing
-----------------------------------------------------
American Suzuki Motor Corporation amended the Jan. 16 version of
its Plan of Liquidation to, among other things, provide for:

   1. The classification of South Motors Suzuki, Inc.'s claim as
      class 6 under the Plan.  The Class 6 claim is unimpaired and
      South Motors is deemed to have accepted the Plan.  South
      Motors will receive from the Liquidating Entity, as a result
      of the voluntary subordination by SMC, payment in full in
      cash on account of the Allowed Claim.

   2. The creation of the ASMC Liquidating Trust for creditors
      entitled to receive distributions under the Plan.  The ASMC
      Liquidating Trust will be headed by an advisory committee
      with Michael M. Ozawa and R. Todd Neilson as its initial
      members.

   3. The transfer to the ASMC Liquidating Trust of all estate
      assets that are not purchased assets and all cash, property
      and other proceeds derived from those assets on and after
      the effective date of the plan.

The Amended Plan also provides that Suzuki Motors will retain its
liens on the ASMC Trust Assets, pursuant to the prepetition loan
and security agreement, until SMC's Secured Claims have been
satisfied in full or those assets have been disposed of by the
ASMC Liquidating Trust.  To the extent those assets are disposed
of by the ASMC Liquidating Trust prior to SMC's Secured Claims
having been satisfied in full, SMC's Liens will attach to the
proceeds of those assets with the same validity, extent and
priority as existed prior to the disposition of those assets.

M. Freddie Reiss, who also serves as the chief restructuring
officer of the Debtors, will serve as Liquidating Trustee.

The hearing to consider confirmation of the Plan is set for Feb.
28, 2013, before Judge Scott C. Clarkson of the U.S. Bankruptcy
Court for the Central District of California, Santa Ana Division,

A black-lined version of the Debtor's 3rd Amended Plan, dated
Feb. 14, 2013, is available for free at:

        http://bankrupt.com/misc/asuzuki_3rdplan0214.pdf

                      About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Court approved the amended Chapter 11 Plan.  Under the
Company's amended Plan, its Motorcycles/ATV and Marine divisions,
along with its continued Automotive parts and service operation,
will be sold to a newly organized, wholly-owned subsidiary of
Suzuki Motor Corporation, enabling those operations to continue
uninterrupted.  The new entity will use the ASMC brand name and
operate in the continental U.S.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as chief restructuring officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors is represented by
Irell & Manella LLP.  AlixPartners, LLC serves as its financial
advisor.


AMERICAN AIRLINES: $11-Bil. US Airways Merger a Boon to Big Firms
-----------------------------------------------------------------
Brian Baxter, writing for The Am Law Daily, reported that almost a
dozen Am Law 100 firms have landed lead advisory roles on the
proposed $11 billion merger of American Airlines parent AMR Corp.
and US Airways Group -- a Valentine's Day deal that could create
the world's largest airline and cap more than a decade of
consolidation in the U.S. commercial aviation industry.

The Am Law Daily report said the AMR bankruptcy, which began when
the carrier glided into Chapter 11 in November 2011, has already
generated millions in legal fees for at least 20 law firms,
including the now-defunct Dewey & LeBoeuf.

Weil, Gotshal & Manges is serving as lead bankruptcy and deal
counsel to longtime client AMR through corporate and M&A partners
Thomas Roberts and Glenn West -- the managing partner of the
firm's Dallas office -- and business finance and restructuring
partners Stephen Karotkin and Alfredo Perez, the Am Law Daily
said.  Weil has been paid more than $38.9 million by AMR since the
start of the company's Chapter 11 case through December 31, in
addition to the $9.9 million in fees it received from the airline
in the year prior to its Chapter 11 filing, the report noted.

Paul Hastings, which is serving as special labor and antitrust
counsel to AMR, has been paid nearly $14.8 million by the debtor
through December 31, the Am Law Daily said.  The report also noted
that AMR retained Dewey as its special litigation counsel last
March, and bankruptcy court records show the bankrupt firm was
paid $3.65 million for its services after filing its final fee
application in late August. Cooley, a firm that picked up several
other Dewey defectors, has been paid more than $1.4 million by
AMR, the report further noted.

AMR also employs Jones Day as its U.S. antitrust co-counsel on its
proposed tie-up with US Airways and Debevoise & Plimpton as
special aircraft counsel.  Am Law Daily recalled that in 2011,
Debevoise's aviation practice chair John Curry III led a Debevoise
team advising AMR on its $38 billion purchase of 460 aircraft from
Airbus and Boeing.  AMR has paid Debevoise nearly $21.1 million
for its services through December 31.  Another firm, Texas
litigation boutique Yetter Coleman, has received nearly $2.7
million through that same time period in its role as special
litigation counsel to AMR, the Am Law Daily said.

Am Law Daily also pointed out other top billers during AMR's
Chapter 11:

   -- special benefits counsel the Groom Law Group ($4 million),
   -- special litigation counsel Kelly Hart & Hallman ($1.9
      million),
   -- special labor and employment counsel Morgan, Lewis & Bockius
      ($1.7 million),
   -- special union counsel Sheppard, Mullin, Richter & Hampton
      ($1.4 million),
   -- corporate counsel Winstead ($1 million),
   -- special labor and employment counsel Ford & Harrison
      ($776,000),
   -- special counsel Haynes and Boone ($759,000),
   -- special litigation counsel Harris, Finley & Bogle
      ($673,000), and
   -- special IP counsel Brinks Hofer Gilson & Lione ($669,000).

The Am Law Daily also noted that the official unsecured creditors
committee appointed in AMR's case has hired Skadden, Arps, Slate,
Meagher & Flom, led by corporate restructuring partners John
"Jack" Butler Jr., and Jay Goffman.  The Am Law Daily said Butler
and Goffman are veterans of airline bankruptcies, and Skadden
advised America West Airlines on its 2005 acquisition of US
Airways out of bankruptcy, the second time in three years the
latter was forced into Chapter 11.  Skadden has been paid more
than $12.7 million for its services in AMR's Chapter 11 case
through December 31, the report further noted.  New York
bankruptcy boutique Togut, Segal & Segal, is also co-counsel to
the AMR creditors' committee.

Latham & Watkins, Dechert, and Cadwalader, Wickersham & Taft,
O'Melveny & Myers, Duane Morris, and Shearman & Sterling advised
US Airways on the potential bid for AMR.  Latham corporate
partners Peter Kerman and Anthony Richmond and bankruptcy partner
D.J. "Jan" Baker -- who joined the firm from Skadden in 2009 --
have taken the lead advising US Airways in connection with its
pursuit of AMR, according to Am Law Daily.  The Am Law Daily noted
that Paul Galleberg, vice president of legal affairs at US
Airways, is a former Latham partner who joined the airline in
2011.

Jenner & Block is representing a committee of retired AMR
employees in the airline's Chapter 11 case. The Am Law Daily
pointed out that court filings show that AMR has paid Jenner
$547,000 through December 31, as well as another $421,000 during
that same period to Milbank, Tweed, Hadley & McCloy, which is
advising an ad hoc group of bondholders. A support and settlement
agreement filed by AMR with the SEC on Thursday shows that White &
Case and Kramer Levin Naftalis & Frankel are advising other debt
holders, according to the Am Law Daily.

Robert Keach, cochair of the business reorganization and
insolvency practice at Portland, Maine?based Bernstein, Shur,
Sawyer & Nelson, was appointed as fee examiner in AMR's bankruptcy
case last June, the Am Law Daily noted. Court records show the
firm has been paid $756,000 by AMR through December 31.

                     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).


AOXING PHARMACEUTICAL: Incurs $3.1-Mil. Net Loss in Fiscal Q2
-------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $3.1 million on $3.3 million of
sales for the three months ended Dec. 31, 2012, compared with a
net loss of $294,447 on $2.1 million of sales for the prior fiscal
period.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $3.6 million on $5.9 million of sales, compared with a net
loss of $1.2 million on $3.7 million of sales for the six months
ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$44.0 million in total assets, $26.0 million in total liabilities,
and stockholders' equity of $18.0 million.

"We have incurred recurring operating losses and had an
accumulated deficit of $42.3 million as of Dec. 31, 2012.  We had
negative working capital of $1.4 million as of as of Dec. 31,
2012.  Our history of operating losses and lack of binding
financing commitments raise substantial doubt as to our ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/j4XoWq

                    About Aoxing Pharmaceutical

Jersey City, N.J.-based Aoxing Pharmaceutical Company, Inc., is a
specialty pharmaceutical company specializing in research,
development, manufacturing and distribution of a variety of
narcotic, pain-management, and addiction treatment pharmaceutical
products.

As of Dec. 31, 2012, the Company had one operating subsidiary:
Hebei Aoxing Pharmaceutical Co., Inc., which is organized under
the laws of the People's Republic of China.  As of Dec. 31, 2012,
the Company owned 95% of the issued and outstanding common stock
of Hebei.

Hebei now has China's largest and the most advanced manufacturing
facility for highly regulated narcotic medicines, addressing a
very under-served and fast-growing market in China.

                           *     *     *

As reported in the TCR on Oct. 22, 2012, BDO China Dahua CPA Co.,
Ltd, in Shenzhen, China, expressed substantial doubt about
Aoxing's ability to continue as a going concern.  The independent
auditors noted that the Company continues to incur losses from
operations, has negative cash flow from operations and a working
capital deficit.


ATLANTIC COAST: Wellington Reports 4.7% Equity Stake at 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 beneficially owns 124,020 shares of
common stock of Atlantic Coast Financial Corporation representing
4.72% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/mLKVx3

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company's balance sheet at Sept. 30, 2012, showed
$784.8 million in total assets, $741.7 million in total
liabilities, and stockholders' equity of $43.1 million.

                      Consent Order With OCC

On Aug. 10, 2012, the Company's Board of Directors of the Bank
agreed to a Consent order (the Agreement) with its primary
regulator, the OCC.  Among other things the Agreement provides
that by Dec. 31, 2012, the Bank must achieve and maintain total
risk based capital of 13.00% of risk weighted assets and Tier 1
capital of 9.00% of adjusted total assets.  As a result of
entering into the Agreement to achieve and maintain specific
capital levels, the Bank's capital classification under the Prompt
Corrective Action (PCA) rules has been lowered to adequately
capitalized, notwithstanding actual capital levels that otherwise
would be deemed well capitalized under such rules.

The Bank has satisfied all requirements under the Agreement to
date.  The Bank applied for and received OCC approval for an
extension to Dec. 8, 2012, to file its Strategic Plan and Capital
Plan.


ATLANTIC COAST: Ithan Creek Holds 4.7% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Echange Commission, Ithan Creek Master Investment Partnership
(Cayman) II, L.P., and Wellington Hedge Management, LLC, disclosed
that, as of Dec. 31, 2012, they beneficially own 124,020 shares of
common stock of Atlantic Coast Financial Corporation representing
4.72% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/6vcJIW

                         About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company's balance sheet at Sept. 30, 2012, showed
$784.8 million in total assets, $741.7 million in total
liabilities, and stockholders' equity of $43.1 million.

                      Consent Order With OCC

On Aug. 10, 2012, the Company's Board of Directors of the Bank
agreed to a Consent order (the Agreement) with its primary
regulator, the OCC.  Among other things the Agreement provides
that by Dec. 31, 2012, the Bank must achieve and maintain total
risk based capital of 13.00% of risk weighted assets and Tier 1
capital of 9.00% of adjusted total assets.  As a result of
entering into the Agreement to achieve and maintain specific
capital levels, the Bank's capital classification under the Prompt
Corrective Action (PCA) rules has been lowered to adequately
capitalized, notwithstanding actual capital levels that otherwise
would be deemed well capitalized under such rules.

The Bank has satisfied all requirements under the Agreement to
date.  The Bank applied for and received OCC approval for an
extension to Dec. 8, 2012, to file its Strategic Plan and Capital
Plan.


AVAYA INC: S&P Assigns 'CCC+' Rating to 2nd Lien Notes Due 2021
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to U.S.-based Avaya Inc.'s proposed second-lien notes due
2021.  The recovery rating is '5', reflecting S&P's expectation of
modest (10% to 30%) recovery for second-lien debt holders in the
event of default.  The company's existing ratings, including the
'B-' corporate credit rating, are unchanged.  The outlook is
stable.

The proposed notes will rank equally with all of Avaya's future
second-lien debt and junior to existing and future senior secured
debt.  The company plans to use the proceeds from this offering to
retire its senior unsecured notes due 2015.  As of Feb. 19, 2013,
approximately 90% of 2015 unsecured noteholders have agreed to
exchange their notes for the second-lien notes at par plus an
incentive fee.

The ratings reflect Avaya's business risk profile, which S&P
characterizes as "weak," based on the company's challenges to
reestablish consistent growth in enterprise communications core
markets.  The ratings also reflect its "highly leveraged"
financial risk profile; leverage remains very high, at about 10x
for the 12 months ended Dec. 31, 2012, including underfunded
pension adjustments, operating lease adjustments, and certain
recurring restructuring costs.  S&P views Avaya's management and
governance as "fair".

"Based on our expectations for a gradual improvement to revenue
performance and steady margin trends, we expect EBITDA margins
will improve toward 20% over the coming year.  We also expect cash
payments for restructuring to subside, as well as capital
expenditures and pension funding to remain steady over the coming
year, resulting in a moderation of negative free cash flow and
leverage, as well as maintenance of more than $200 million quarter
end cash balances over the coming 12 months.  In the December
quarter, Avaya reported an 11% year-over-year revenue decline,
about a 300 basis point sequential improvement to its gross
margins, flat sequential operating expenses, and negative free
cash flow of $24 million," S&P said.

"We believe Avaya has "adequate" liquidity over the next 12
months.  On Dec. 30, 2012, cash amounted to $285 million and the
company had collective availability of about $450 million under
revolving credit facilities expiring in 2016.  We expect cash uses
to include about $430 million of cash interest expense,
$120 million of capital expenditures, $170 million of pension
funding, and about $135 million of cash restructuring costs over
the coming 12 months.  Completion of the current debt transaction
will void springing maturity conditions applicable to first-lien
debt and, as a result, weighted average debt maturities for loans
and notes extend by almost two years to 2017.  The company's next
significant debt maturity will be its first-lien term loan due
October 2014 (approximately $580 million principal outstanding as
of Dec. 31, 2012)," S&P added.

The rating outlook is stable.  S&P expects that over the coming
year EBITDA growth will resume from current levels and that the
company will revive a path toward positive free cash flow and that
this performance should position it to meet its 2014 refinancing
requirements.  A downgrade would likely be the result of a
sustained deterioration in operating trends, causing EBITDA
generation to decline, free cash flow to remain negative or weak,
or cash balances to erode below $200 million, increasing
refinancing concerns for 2014 maturities.  S&P will not consider
an upgrade until Avaya has considerably reduced leverage, to a
debt-to-EBITDA level of below 7x on a sustained basis.

RATINGS LIST

Avaya Inc.
Corporate Credit Rating            B-/Stable/--

New Rating

Avaya Inc.
Second-Lien Notes Due 2021         CCC+
   Recovery Rating                  5


BERNARD L. MADOFF: Safe Harbor Doesn't Protect Some Customers
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. won a victory on Feb. 15 when U.S. District Judge
Jed Rakoff filed an opinion allowing lawsuits to go back six years
against people who actually knew there was fraud.

The report notes that the victory was the second in one week by
Irving Picard, the Madoff trustee.  Earlier, Judge Rakoff ruled
that Mr. Picard isn't required to pay claims of customers who
received stolen money within two years of bankruptcy.

According to the report, the decision at the week's end was the
product of contentions by customers or later recipients of stolen
funds that they should be protected by the safe harbor prohibiting
suits looking back more than two years before bankruptcy.  For
those who knew Madoff was a fraud, the trustee said it was
"intellectually corrupt" for them to hide behind the so-called
bankruptcy safe harbor.

In a three-page opinion on Feb. 15, Judge Rakoff, the Bloomberg
report relates, ruled that the safe harbor can't be used as a
defense by anyone who was the first or subsequent recipient of
stolen money and had "actual knowledge" of Madoff's fraud.  Judge
Rakoff said he will file a more lengthy opinion later giving his
reasons in detail.

The report recounts that Judge Rakoff handed down opinions in
September 2011 and April 2012 ruling that Section 546(e) of the
U.S. Bankruptcy Code, known as the safe harbor, only allows a
bankruptcy trustee to sue for recovery of payments going back two
years before bankruptcy.  Mr. Picard wanted all suits to reach
back six years.  Judge Rakoff set aside a group of lawsuits
involving defendants who allegedly either knew or had reason to
believe Madoff was conducting a fraud.  Mr. Picard told Judge
Rakoff about two lawsuits where the defendants allegedly received
cash payments for years from Madoff that were neither reported to
the Internal Revenue Service nor shown on their account
statements.  Mr. Picard said it was "intellectually corrupt" for
those defendants nonetheless to argue they are protected by the
safe harbor.

The report also points out that Mr. Picard took the position the
safe harbor was enacted by Congress "to prevent disruptions of the
securities markets."  Mr. Picard contended the safe harbor
shouldn't be used to protect those with knowledge or a high level
of suspicion that Madoff was conducting a fraud.  Evidently from
the Feb. 15 ruling, Judge Rakoff will disregard the safe harbor
only for those who actually knew there was a fraud, not those who
had a high level of suspicion.

                      About Bernard L. Madoff

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

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

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

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

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


BESRA GOLD: Incurs $4.6-Mil. Net Loss in Dec. 31 Quarter
--------------------------------------------------------
Besra Gold Inc. reported a net loss of US$4.6 million on
US$21.5 million of sales for the three months ended Dec. 31, 2012,
compared with net income of US$2.0 million on US$28.8 million of
sales for the three months ended Dec. 31, 2011.

"On Nov. 21, 2012, 41, 40 and 90% of the outstanding principal
amounts of the 8% senior secured redeemable gold delivery
promissory notes due May 31, 2013, 9% CAD subordinated unsecured
convertible redeemable promissory notes due March 26, 2014, and 8%
USD unsecured convertible redeemable notes due May 6, 2015, were
amended into 8% Gold-Linked notes due May 6, 2015. Capital
restructure expenses amounted to US$4.0 million and consist of
US$1.8 million of the increase in face value of the amended gold
loan from US$3.8 million to US$5.6 million,
US$2.0 million of the deferred fees on old debt were expensed upon
adoption of extinguishment accounting and US$0.2 million of
consultant fees."

For the six months ended Dec. 31, 2012, the Company had a net loss
of US$8.3 million on US$40.7 million of sales as compared to net
income of US$2.4 million on US$41.2 million of sales for the six
months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$118.3 million in total assets, US$75.3 million in total
liabilities, and stockholders' equity of US$43.0 million.

"During the quarter ended June 30, 2012, the Company had a
significant disruption to its operations at the Phuoc Son Mine
which negatively impacted the cash flows and profitability.  The
Phuoc Son Mine has now resumed normal operations.  As at Dec. 31,
2012, the Group's current liabilities exceeded its current assets
by US$10.6 million.  As a result, there is a substantial doubt
regarding the ability of the Company to continue as a going
concern."

A copy of the Company's consolidated financial statements for the
three-month period ended Dec. 31, 2012, is available at:

                       http://is.gd/XtoNRm

A copy of the Management Discussion and Analysis is available at:

                       http://is.gd/vNTYih

Headquartered in Toronto, Ontario, Canada, Besra Gold Inc. and its
subsidiaries' principal activities are the acquisition,
exploration, development, mining and re-instatement of gold
bearing properties in Southeast Asia.  The Company has two key
properties located in Central Vietnam: the Bong Mieu Gold property
and the Phuoc Son Gold property; as well as one key property in
Central Malaysia: The Bau Gold property; and, one key property in
the Northern Philippines: The Capcapo Gold property.


BIG SANDY: Wants Plan Filing Period Extended Until March 11
-----------------------------------------------------------
Big Sandy Holding Company asks the Bankruptcy Court to extend its
exclusive period to file a plan until March 11, 2013, and the
period to solicit acceptances for that plan until May 10, 2013.

According to Big Sandy, since the filing of its case, its primary
focus has been the marketing, auction and sale of the capital
stock of Mile High Banks, its primary asset.  The Debtor obtained
approval of the sale on Dec. 7 and closed the sale on Dec. 31.

The Debtor says it intends to file a liquidating plan and has
already secured Thomas M. Kim, CTP, Senior Managing Director, r2
Advisors, LLC, to take on the role as plan administrator and come
into management to see the case through confirmation.  The Debtor
believes that a 45-day extension will provide it with the
necessary time to prepare the plan.

                      About Big Sandy Holding

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.

Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.

In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dan Allen,
chairman/CEO/president.

Big Sandy has a deal to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
Mile High Banks -- Strategic Growth Bancorp Inc., subject to
higher and better offers.  Strategic is prepared to proceed with a
transaction which would recapitalize the Bank in accordance with
regulatory requirements -- by up to $90 million -- and acquire the
Bank from the Debtor for $5.5 million.

Richard A. Wieland, U.S. Trustee for Region 19, was unable to form
a an official committee of unsecured creditors in the Debtor's
case.


BON-TON STORES: FMR LLC Discloses 12.9% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 13, 2013, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 2,221,409 shares
of common stock of Bon-Ton Stores Incorporated representing
12.950% of the shares outstanding.  FMR LLC previously reported
beneficial ownership of 2,003,409 common shares or a 11.719%
equity stake as of Aug. 9, 2012.  A copy of the amended filing is
available for free at http://is.gd/wszP4W

                        About Bon-Ton Stores

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

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

                           *     *     *

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

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


BURGER KING: Fitch Raises Issuer Default Rating to 'B+'
-------------------------------------------------------
Fitch Ratings has upgraded the ratings of Burger King Worldwide,
Inc. and its related entities as follows:

Burger King Worldwide, Inc. (Parent Holding Co.)

-- Long-term Issuer Default Rating (IDR) to 'B+' from 'B'.

Burger King Capital Holdings, LLC (BKCH/Parent of Burger King
Holdings, Inc.) and Burger King Capital Finance, Inc.
(BKCF/Financing Subsidiary) as Co-Issuers

-- Long-term IDR to 'B+' from 'B';
-- 11% sr. discount notes due 2019 to 'B-/RR6' from 'CCC+/RR6'.

Burger King Holdings, Inc. (Direct Parent of Burger King
Corporation)

-- Long-term IDR to 'B+' from at 'B'.

Burger King Corporation (Operating Company)

-- Long-term IDR to 'B+' from at 'B';
-- Secured revolver due 2015 to 'BB+/RR1' from 'BB/RR1';
-- Secured term loan A due 2017 to 'BB+/RR1' from 'BB/RR1';
-- Secured term loan B due 2019 to 'BB+/RR1' from 'BB/RR1';
-- 9.875% senior unsecured notes due 2018 to 'B+/RR4' from
    'B/RR4'.

At Dec. 31, 2012, Burger King had approximately $3 billion of
total debt.

The Rating Outlook is Positive.

Rating Rationale:

The upgrade of Burger King's ratings is due to the firm's
operating income growth, declining financial leverage, and
improving brand image which should support positive future same-
store sales (SSS) performance. Burger King is successfully
executing its stated business strategy which includes improving
its North American business, becoming nearly 100% franchised, and
accelerating international expansion, mainly via franchisees or
master franchisee joint ventures (JVs). Global net restaurant
growth was 3.9% or a total of 485 restaurants during 2012.

Global SSS have been positive for six consecutive quarters and
were 3.2% for the 2012 year, a stark improvement versus a decline
of 0.5% during 2011. Burger King's expanded line of premium
burgers, smoothies, chicken strips, and salads along with
promotions such as the 55-cent anniversary WHOPPER celebration
helped drive traffic during 2012.

Income from operations increased 15.2% to $418 million while
EBITDA grew 11.5% to $652 million in 2012. Burger King's EBITDA
margin of 33.2% for 2012, up from 25% in 2011, is benefiting from
an accelerated pace of refranchising lower margin company-operated
restaurants, reduced general and administrative expenses (G&A) and
higher royalty income. Burger King was 97% franchised at Dec. 31,
2012 and expects to be nearly 100% franchised by the end of 2013.

For the year ended Dec. 31, 2012, total debt-to-operating EBITDA
was 4.7x and total adjusted debt-to-operating EBITDAR was
approximately 5.4x. Cash flow from operations totaled $224 million
and FCF (cash flow from operations less capital expenditures and
dividends) was $140 million.

Fitch projects that rent-adjusted leverage will fall below 5.0x in
2013 due mainly to EBITDA growth. Fitch also believes Burger King
has the capacity to generate $150 million or more of FCF annually
due to lower capital expenditure requirements once fully
franchised. Fitch views this level of FCF as meaningful for a
company with Burger King's revenue base and debt structure. Total
revenue for 2012 was $2 billion and, as mentioned previously,
total debt was $3 billion.

Positive Outlook:

The Positive Outlook is due to deleveraging expectations over the
near-to-intermediate term, Fitch's view that Burger King's North
America operations will continue to improve, and the fact that the
company is laying a solid foundation for faster international
growth. Operating EBITDA during 2013 will be supported by
controlled management general and administrative expenses (G&A),
same-store sales growth, and additional franchisee fees and
royalties as units are developed. Burger King expects to spend
$200 - $220 million annually on a go-forward basis on G&A
overhead, is tweaking its barbell menu pricing strategy to
increase its competitiveness during 2013, and sees further
accelerated international net restaurant growth in 2013.

Term loan amortization, as discussed below, will result in only
modest debt reduction over the near term. Burger King currently
plans to refinance its higher coupon debt in the 2014/2015 time
period. The firm's 9.875% notes due in 2018 and 11% discount notes
due 2019 are subject to a make whole payment until Oct. 15, 2014
and April 15, 2015, which makes calling these notes uneconomical
prior to late 2014.

Key Rating Drivers:

Declining Leverage and Meaningful Cash Flow Generation
Burger King's rent-adjusted leverage has declined from nearly 7.0x
to approximately 5.0x following the October 2010 leveraged buy-out
by 3G Capital Partners, Ltd. The improvement has been due to the
positive impact of reduced G&A expenses and SSS growth on
operating income and cash flow. Selling, general, and
administrative expenses declined to $346 million in 2012 from $417
million in 2011 and as mentioned previously global SSS increased
3.2% versus a decline of 0.5% in 2011.

Additionally, a growing percentage of franchised units, which
provide high-margin royalty-based revenue, are improving Burger
King's ability to generate more stable operating cash flow. Lower
capital expenditures as franchisees fund remodeling and new unit
growth along with a modest common dividend should also support
discretionary FCF. Burger King expects capital expenditures to
decline to $30 - $40 million in 2013, from $70 million in 2012,
and increased its quarterly dividend to $0.05/share resulting in
an approximate $70 million annual cash outflow for 2013.

Same-Store Sales (SSS) Growth and Net New Unit Development
SSS performance and net new unit growth are important rating
drivers for Burger King's credit ratings, as they are a key
indicator of the health of the Burger King system. As a fully
franchised entity, these business statistics are expected to
provide insight on operating earnings and cash flow trends. Fitch
believes premium menu items such as the recently launched Avocado
and Swiss Whopper, a new improved coffee platform, value-oriented
promotions, and limited time offers to drive transactions will
support SSS performance during 2013, although the firm will lap
strong comparisons in the first half. Moreover, master franchise
JV agreements established during 2012 should support meaningful
new unit development in markets including Asia, Eastern Europe,
Latin America, and South Africa during 2013.

North American Operations

Improvement in Burger King's North America operations is a key
factor in Fitch's ratings as the region represented 63% of Burger
King's $751 million of adjusted EBITDA excluding unallocated
management general and administrative expenses and 58% of the
firm's 12,997 system wide restaurants in 2012. Fitch views Burger
King's progress related to its four pillar strategy - Menu,
Marketing, Image, and Operations - for North America positively as
the company is experiencing improvement in guest satisfaction and
is gradually broadening its customer base to include more women
and customers over the age of 50.

Burger King's reorganized field organization and new mandatory on-
line training for operators should improve store-level operations
and strengthen its relationship with franchisees. Furthermore,
recent refranchising agreements have been structured to include
required remodeling, solidifying the firm's ability to reach its
goal of having 40% of its North America system remodeled by 2015.
At Dec. 31, 2012, the Burger King system had reimaged 19% of its
7,476 units in the U.S. and Canada, an improvement from 11% at the
beginning of 2012.

Recovery Ratings:

The 'RR1' Recovery Rating on Burger King's secured debt reflects
Fitch's belief that recovery prospects on these obligations would
remain outstanding at 91%-100% if the firm were to file for
bankruptcy protection or restructure its balance sheet. Collateral
for this debt includes a perfected first-priority security in
interest in substantially all of Burger King's and each
guarantor's assets including intangible assets, subject to certain
exceptions. Conversely, the 'B+/RR4' rating on Burger King's
9.875% 2018 notes is due to Fitch view that recovery would be
average or in the 31% - 50% range in a distressed situation.

The 'B-/RR6' rating on BKCH's and BKCF's 11% discount notes due
2019 implies recovery prospects of 10% or less in a distressed
situation. These notes are structurally subordinated to debt
issued by Burger King Corporation because they are not guaranteed
and were not issued by the operating company which holds the vast
majority of the firm's $5.6 billion of assets at Dec. 31, 2012.

Liquidity and Maturities:

Burger King has consistently maintained good liquidity. At Dec.
31, 2012, the firm had $547 million of cash and at Sept. 30, 2012,
$118.5 million of revolver availability net of letters of credit.
Liquidity is supported by the firm's FCF, which Fitch projects can
average at least $150 million annually as mentioned previously.

Maturities are manageable in the intermediate term and consist
mainly of term loan amortization payments through 2018. Beginning
Dec. 31, 2012, Burger King's new term loan A amortizes at a rate
of $6.4 million per quarter, stepping up to $12.9 million on Dec.
31, 2013, $19.3 million on Dec. 31, 2014, $25.8 million on Dec.
31, 2015, and $32.2 million on Dec. 31, 2016 with the balance
payable at maturity. The new term loan B amortizes in quarterly
installments equal to 0.25% of original principal with the balance
due at maturity.

Financial Covenants:

Burger King's credit agreement subjects the firm to maximum total
leverage, not adjusted for leases, and minimum interest coverage
financial maintenance covenants. Maximum leverage, excluding up to
$450 million of cash, is 6.25x beginning Dec. 31, 2012, stepping
down to 6.0x March 31, 2013 through June 30, 2013, 5.75x Sept. 30,
2013 through March 31, 2014, 5.25x June 30, 2014 through June 30,
2015, and 5.0x thereafter. Minimum interest coverage is 1.7x
beginning Dec. 31, 2012 until June 30, 2013 increasing to 2.0x
after June 30, 2015. Burger King should maintain good cushion
under these covenants as current metrics are well within these
parameters.

Following the end of the fiscal quarter ending Dec. 31, 2012 and
thereafter, Burger King is required to use 50% of its annual
Excess Cash Flow (as defined by the agreement) for term loan
repayment if total leverage is greater than 4.5x. The requirement
declines to 25% if total leverage is less than 4.5x but greater
than 3.5x or 0% if total leverage is less than 3.5x. Fitch
anticipates that Burger King will not be required to make an
excess cash flow payment in 2013.

Rating Sensitivities

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

-- Material additional deleveraging; such that total adjusted
    debt-to-operating EBITDAR falls below the 4.5x range, along
    with continued strong FCF could result in an upgrade in Burger
    King's ratings;

-- Sustainably strong SSS performance, particularly in North
    America, would be required for additional upgrades.

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

-- A downgrade in the near term is not anticipated given Burger
    King's improved leverage profile, good liquidity, and lack of
    near-term maturities;

-- However, a meaningful increase in leverage, due to increased
    debt or a prolonged period of SSS declines, increased covenant
    risk, and negligible FCF could result in a downgrade in
    ratings.


BURLINGTON HOLDINGS: S&P Retains 'B-' CCR Following $50MM Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' corporate
credit and issue-level ratings on U.S. off-price apparel retailer
Burlington Coat Factory Warehouse Corp. are unaffected by the
retailer's upsizing of the recently rated senior unsecured
payment-in-kind (PIK) toggle notes to $350 million from
$300 million.  According to the company, it will use the
additional proceeds from the offering to fund a divided to its
sponsors.  Pro forma leverage increases slightly, but S&P expects
leverage to be in the 6x area over the next year.  For the
corporate credit rating rationale, see the research update on
Burlington Coat Factory Warehouse published on Feb. 14, 2013.

RATINGS LIST
Burlington Coat Factory Warehouse Corp.
Corporate credit rating                   B-/Stable/--
Senior secured term loan                  B+
  Recovery rating                          1
Senior unsecured                          CCC
  Recovery rating                          6

Burlington Holdings LLC
Burlington Holdings Finance Inc.

$350 mil sr unsecd notes due 2018         CCC
  Recovery rating                          6


CAESARS ENTERTAINMENT: Online Gaming Bill is Positive, Fitch Says
-----------------------------------------------------------------
Fitch Ratings believes the expected passage of online gaming in
New Jersey is a positive ratings consideration for Borgata and to
lesser extent for Caesars Entertainment Corp. Fitch rates
Borgata's Issuer Default Rating (IDR) 'B-' with a Stable Outlook
and Caesars' IDR 'CCC' with a Negative Outlook. (Marina District
Finance Company, Inc is the issuing entity for Borgata).

On February 7, New Jersey Governor Chris Christie conditionally
vetoed an online gaming bill passed by the state's legislature in
December 2012. The conditional veto calls for an increase in tax
rate to 15% from 10%, a 10-year sunset provision to allow for a
review of online gaming in the state and additional safeguards.
The leaders in both houses in the New Jersey legislature stated
that they plan to move forward on the revised bill on February
26th. Important provisions untouched by the governor were the
exclusivity to the Atlantic City casinos, no limit on the type of
games offered and ability to serve non-residents (as long as they
are playing within the state).

The New Jersey bill, along with other states' online gaming
proposals, is summarized in Fitch's Online Gaming Monitor. The
report also provides an overview of recent trends in online gaming
and of companies that may benefit from proliferation of online
gaming in the U.S.

Online Gaming A Positive For New Jersey Casinos

The passage of the online gaming in New Jersey would be a positive
for Atlantic City market as a whole since it may help reverse the
trend of New Jersey area players choosing closer to home gambling
options in Pennsylvania and New York. Fitch expects Atlantic City
casinos to experience some cannibalization from online gaming but
on a net basis incremental gaming revenues accruing to Atlantic
City casinos should still be positive when taking into account the
following:

-- ability to cross-market between physical casinos and online
    gaming;

-- online poker's established popularity among poker players;

-- ability to recapture New Jersey residents traveling to
    New York or Pennsylvania to gamble; and

-- the added convenience factor, which may increase session time,
    frequency and speed of wagering by players.

Additionally, online gaming also has the prospect of being a
higher margin business relative to Atlantic City's land based
operations, which generally have margins below 20%. Although the
following may eat into the margin upside:

-- the tax rate differential (17.5% compared to land-based
    9.25%);

-- potential for having third-party agreements for online gaming
    platforms and content; and

-- initial marketing and promotional activity to ramp up the
    online business.

More near term, the prospect of participating in online gaming has
been keeping unprofitable casinos open in Fitch's view. In absence
of online gaming, casinos like Atlantic Club would likely close
removing unneeded capacity from the city thus relieving
competitive pressure.

Some May Benefit More Than Others

While Fitch believes that online gaming will be a net positive for
New Jersey casinos as a whole, some operators will benefit more
than others while more marginal participants in online gaming may
see aggregate online and land based revenues decline. The need for
substantial capital to get online gaming operational and the
industry's propensity to cluster around top two or three most
competitive operators (especially in case of poker) may leave
several of the nine license holders with less than their fair
share of online gaming revenues.

Fitch expects the bulk of online gaming revenue to accrue to
Caesars (has four Atlantic City properties) and Borgata, which
together account for over 60% of the city's gaming revenues and
have deep player databases. Caesars and Borgata's parent companies
(Boyd and MGM) have established relationships with 888 Holdings
plc and bwin.party, respectively, which are large online gaming
companies in Europe. Other operators that may get a fair share of
online gaming revenues include Golden Nugget and Atlantic Club.
The former is licensed for online poker in Nevada and the latter
is being bought by PokerStars, the largest online poker operator
in the world.

Specific Borgata Credit Considerations

Fitch believes that online gaming is positive for Borgata although
the exact benefit is hard to quantify. H2 Gaming Capital forecasts
online gaming revenues for Nevada at $682 million in year five of
implementation of all online game types. Taking out sports betting
(50% of H2's estimate) and multiplying the estimate by three times
to adjust for the difference in population equals roughly $1
billion. If we adjust that by half to be conservative and to
account for higher than average propensity to gamble in Nevada a
reasonable starting place is approximately $500 million for online
gaming potential in New Jersey. The $500 million estimate equates
to just under $75 loss per average adult in the state and is at
the low end of Wall Street estimates Fitch has seen.

Further assuming that Borgata retains 20% market share implies
$100 million in online revenue, half of which Fitch assumes will
come at expense of Borgata's land-based revenue. If Borgata
generates 20% margin on this business, online gaming could grow
Borgata's EBITDA by $10 million relative to Borgata's EBITDA of
$140.5 million for the last-12 month period ending Sept. 30, 2012.
Fitch believes $10 million is conservative and there is upside to
that estimate, especially if sports betting is implemented in the
state.

Fitch's 20% EBITDA margin estimate takes into account fees Borgata
may have to pay to an online gaming platform provider, which in
Borgata's case could be the partnership between Borgata's parent
companies and bwin.party.

While online gaming may take a year or more to implement and
several years to ramp up, more near term the prospect of online
gaming may help offset concerns relating to the possible gaming
expansion in New York. This in turn may make it easier to
refinance Borgata's 9.5% secured notes coming due October 2015
(callable at 104.75 October 2013). If the New York legislature
passes an expansion bill this session, the measure will go to a
referendum this November. Fitch sees New York gaming expansion,
which may include table games at Aqueduct and Yonkers, as the most
material near-term event risk for Borgata.

Caesars Considerations

For Caesars Fitch assumes 40% online gaming revenues market share,
which equates to $20 million in incremental EBITDA. Like with
Borgata, Fitch's market share assumption corresponds to Caesars'
land-based market share. Fitch believes this assumption is
reasonable given the strength of Caesars' rewards program, its
World Series of Poker brand and established experience with online
gaming (i.e. for-money online gaming in Europe and social gaming
in U.S.).

While not inconsequential, online gaming income from New Jersey
alone will not materially move the needle for Caesars in terms of
the company's ability to grow into its highly leveraged capital
structure. On consolidated basis, Caesars has $23.5 billion of
debt and $2.0 billion of reported adjusted EBITDA for last 12-
month period ending Sept. 30, 2012 for debt/EBITDA ratio of 11.8x.
More meaningful catalysts for Caesars would be a stronger recovery
on the Las Vegas Strip (40% of consolidated EBITDA) and/or federal
level legalization of online gaming (or at least poker).

For creditors, an interesting consideration is how Caesars will
allocate New Jersey online gaming EBITDA between its restricted
groups and Caesars Interactive, which is outside the two main
restricted groups - Caesars Entertainment Operating Company (OpCo;
IDR rated 'CCC' with Negative Outlook by Fitch) and the PropCo.
Three of Caesars' four casinos in Atlantic City are part of the
Opco and Harrah's Atlantic City is part of the PropCo.


CCCG LLC: Chapter 11 Case Summary & 5 Unsecured Creditors
---------------------------------------------------------
Debtor: CCCG, LLC
        110 Buffalo Run
        Lafayette, LA 70503

Bankruptcy Case No.: 13-50137

Chapter 11 Petition Date: February 18, 2013

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Robert Summerhays

Debtor's Counsel: David Patrick Keating, Esq.
                  THE KEATING FIRM, APLC
                  P.O. Box 3426
                  Lafayette, LA 70502
                  Tel: (337) 354-2464
                  Fax: (337) 354-2467
                  E-mail: rick@thekeatingfirm.com

Scheduled Assets: $1,175,000

Scheduled Liabilities: $1,032,600

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/lawb13-50137.pdf

The petition was signed by Bethany Laukhuff, managing member.


COMPTON, CA: Wells Capital Invests in Bond Offering
---------------------------------------------------
Wells Capital, a division of Wells Fargo Bank, agreed on Feb. 19
to purchase $5,000,000 in a short-term security bond offering from
the City of Compton, CA, (the City), in a tax revenue anticipation
note (TRAN) negotiated by IFS Securities (IFS).

IFS Securities, the City's investment banker, had several buyers
interested in the City's note offering.  "The city manager's
recovery plan and the positive action taken since his arrival last
August was a key factor in obtaining the order for the whole note
issue from Wells Capital," explained Craig Walker, IFS Securities
vice president, public finance.  "By utilizing a lockbox structure
of revenues which is a first for Los Angeles County we were able
to provide security to Wells Capital and flexibility for the
City," he added.

The City of Compton's finance team for the offering included IFS,
underwriter; Comer Capital Group, LLC, financial advisor; Peck
Shaffer & Williams, LLP, bond counsel; Sevfarth Shaw, LLC, special
counsel; and US Bank, trustee.

"After an extensive review of the City of Compton's finances, it's
great to have one of the largest banks in California validate
Compton's credit worthiness, especially in light of the financial
rumors the City had to address in 2012," City Manager G. Harold
Duffey, said.  This is the stated opinion of Mr. Duffey as the
bank has not expressed a public opinion.

Mr. Duffey acknowledged that the TRAN was possible only with the
support of the Los Angeles Board of Supervisors and Los Angeles
County's Administrator and Auditor Controller.  The County agreed
to establish a "lockbox system" in which proceeds that would
normally be distributed to Compton would be held in trust and paid
directly to Wells Fargo.  This process, the first of its kind in
Los Angeles County, reduces the creditors risk and allows the City
to receive an advance on its tax allocations.

Last summer the City had to fend off speculation that it would
file bankruptcy by September.   "It's February 2013 and we are
still in business," Duffey added.  The City, like most cities in
California, depends on sales and property taxes that flow from the
state or county government and those distributions are cyclical.
However, expenses occur on a monthly basis, which sometimes lead
to cash flow issues.  "Cities usually address cash flow needs by
issuing short-term internal borrowing from other funds," reported
Brandon Comer, Comer Capital Group, the City's Financial Advisor.

"I think we are moving the City in the right direction," Duffey
said.  The City hired a new auditor to resolve issues from the
unsigned 2010/11 audit.  CalPERS dropped its lawsuit against the
City and the City is in good standing with its retirement
accounts.  It's also important to note that this debt will be
repaid by June 28, 2013, with remaining 2012/13 property and sales
tax allocations.

"IFS is pleased to have served the City and assist in their entry
into the capital markets.  Institutional credit access is a key
component for cities and counties to manage their finances
properly. By assisting Compton on their first TRAN we feel proud
to have made that capital market access possible with such a high
quality institution as Wells Capital," commented IFS Securities
President Alex McKenzie.

IFS Securities, Inc. -- http://www.ifssecurities.com-- is a full-
service independent broker-dealer who understands retail and
wholesale advisory networks as well as global capital markets.
Based in Atlanta, GA, IFS Securities has 32 offices in 17 states
and Puerto Rico and is a member of FINRA, MSRB and SIPC.


CONEX INTERNATIONAL: Ch. 7 Trustee Sues Ex-Execs Over $246M Buyout
------------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the bankruptcy
trustee for Texas-based Conex International LLC on Friday sued the
oil industry contractor's former owners and management over a
$246 million leveraged buyout that allegedly tipped the company
into Chapter 7.

The report related that the 2008 buyout was designed to cash out
shareholders -- led by Conex founder and Chairman John Duplissey
and his family -- while shifting the risk of the transaction to
the company's creditors and the buyer, Heico Companies LLC,
according to an adversary complaint filed in Delaware bankruptcy
court.

On Feb. 20, 2011, Wells Fargo, Bank of Montreal, and The
Prudential Insurance Company of America, commenced an involuntary
Chapter 7 bankruptcy case against Conex Holdings, LLC, and an
involuntary Chapter 11 bankruptcy cases against Conex
International, LLC (Bankr. D. Del. Case No. 11-10503) and
Advantage Blasting & Coating, LLC (Bankr. D. Del. Case No. 11-
10502).


COVENANT BANCSHARES: Wipfli LLP Raises Going Concern Doubt
----------------------------------------------------------
Covenant Bancshares, Inc., filed on Feb. 13, 2013, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Wipfli LLP, in Oak Brook, Illinois, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and the Company's subsidiary Bank does not
meet its minimum capital requirements established by the Federal
Deposit Insurance Corporation and the Illinois Department of
Financial and Professional Regulation.

The Company reported a net loss of $2.9 million on $2.4 million of
net interest income for 2011, compared with a net loss of
$1.1 million on $2.7 million of net interest income for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $62.5 million
in total assets, $61.5 million in total liabilities, and
stockholders' equity of $987,000.

A copy of the Form 10-K is available at http://is.gd/b1Gkaq

Covenant Bancshares, Inc., headquartered in Forest Park, Illinois,
is a holding company for Covenant Bank.  Covenant Bank, with a
loan portfolio consisting primarily of loans secured by single
family residences has seen a rapid and precipitous decline in the
value of the collateral securing its loan portfolio and a sharp
decrease in the Bank's capital.


DAFFY INC: Can Borrow $12M from Jericho I to Pay Wells Fargo Loans
------------------------------------------------------------------
Daffy's, Inc. won court authority to obtain postpetition financing
totalling $12,030,387 from Jericho Acquisition I LLC in an amount
sufficient to satisfy in full the loans with Wells Fargo Bank,
National Association, and cash collateralize certain letters of
credit with Wells Fargo.

As of Dec. 27, 2012, the total outstanding amount of the Wells
Fargo Loans was $11,707,262 and the total outstanding amount of
the Wells Fargo Letters of Credit was $323,125.

Jericho I will be entitled to (i) a first priority valid,
perfected, and enforceable Lien, subject only to the Carve Out and
the Permitted Prior Liens, upon substantially all of the Debtor's
real and personal property securing a first priority valid,
perfected, and enforceable secured claim in the amount of the
Jericho I DIP Loan Amount and (ii) a superpriority administrative
expense in the amount of the Jericho I DIP Loan Amount, subject to
the Carve Out.

Other than senior secured claims related to the permitted prior
liens, the DIP liens and DIP superpriority claim are subordinate
only to (a) allowed administrative expenses for fees required to
be paid to the Clerk of the Court and to the Office of the
United States Trustee; and (b) professional fees of, and costs and
expenses incurred by, professionals or professional firms retained
by the Debtor and of any committee allowed by the Court after the
date of entry of the Interim Order up to $250,000.

                        About Daffy's Inc.

Secaucus, New Jersey-based Daffy's Inc., a 19-store chain, off-
price retailer of designer fashions for women, men, children, and
the home, located in the New York metropolitan area and
Philadelphia, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-13312) on Aug. 1, 2012, with a plan to shutter the
business and pay off creditors in full.  A copy of the Plan is
available at:

     http://bankrupt.com/misc/Daffys_Chapter_11_Plan.pdf

The Debtor has an Asset Purchase, Assignment and Support
Agreement, dated as July 18, 2012, with Marcia Wilson, The Wilson
2003 Family Trust, and Jericho Acquisitions I LLC, pursuant to
which the Debtor's leasehold interests will be sold to Jericho
Acquisitions I LLC through the Plan.

The Debtor has hired Gordon Brothers Retail Partners, LLC and
Hilco Merchant Resources LLC to liquidate the Debtor's inventory.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.  Cost of administering the
chapter 11 case will not exceed approximately $5 million (after
certain expenses are reimbursed pursuant to the Purchase
Agreement).  Accordingly, the Debtor believes that the disposition
Of its principal assets will generate more than sufficient cash to
pay all holders of Allowed Claims (as such term is defined in the
Plan) in full, with interest, thus rendering all lasses under the
Plan unimpaired.

The Debtor has filed its schedules, disclosing $51,106,469 in
total assets and $36,646,856 in total liabilities.

Bankruptcy Judge Martin Glenn presides over the case.  The Debtor
is represented by Andrea Bernstein, Esq., and Debra A. Dandeneau,
Esq., at Weil, Gotwill & Manges LLP as counsel.  Donlin, Recano &
Company, Inc., serves as claims and notice agent.

The Debtor's case is being funded by a $10 million postpetition
financing with Vim-3, L.L.C., Vimwilco, L.P., and Marcia Wilson,
as successor to Vim Associates, as guarantors; and Wells Fargo,
National Association, as DIP lender.  The DIP loan consists of
$2.5 million in new money loans available on a revolving basis;
and the roll up of $6.2 million of existing prepetition debt.

Counsel for the DIP Lender are Donald E. Rothman, Esq., and
Nathan C. Pagett, Esq., at Riemer & Braunstein LLP.

Gordon Brothers and Hilco Merchant Resources are represented by
Curtis, Mallet-Prevost, Colt & Mosle LLP.

Jericho Acquisition is represented by Brad Eric Scheler, Esq., at
Fried, Frank, Harris, Shriver & Jacobson LLP.

Marcia Wilson is represented by Dana B. Cobb, Esq., at Beattie
Padovano, LLC.


DETROIT, MI: In Fiscal Emergency Amid $326.6-Mil. Budget Gap
------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that according to a report
that clears the way for a state takeover of Detroit, a fiscal
emergency exists in the city, where officials can't reverse a
slide that created a $326.6 million budget gap.

A fiscal crisis grips Michigan's most-populous city, according to
the report, which was ordered by Governor Rick Snyder.  The
conclusion lets the first-term Republican name an emergency
manager to take control of Detroit's finances, a move that may
spur a political backlash.  He can also seek to modify and enforce
an April agreement, crafted to avert a takeover.  That deal
envisioned spending cuts and concessions from city workers.

The governor won't make a decision for "a week or two," according
to Sara Wurfel, a spokeswoman.  Detroit would be the sixth city in
the state to be put under an emergency manager, if he takes that
step.

"I am not surprised by the findings of the state's financial
review team," Mayor Dave Bing said in a statement.

"My administration will stay focused on the initiatives that most
directly impact the citizens of Detroit: public safety, public
lighting, transportation, recreation and neighborhood blight
removal."

With the consent agreement failing to sufficiently ease Detroit's
financial strains after more than six months, Gov. Snyder in
December ordered state Treasurer Andy Dillon to start a
preliminary review of its fiscal situation.  That led to a full
examination of the city's spending and long-term liabilities by a
six-member team, which produced the Feb. 19 report.

The city is on track to have a cash shortfall of more than
$100 million by June, according to the report.  Had it not
borrowed to help cover earlier deficits, Detroit would have had an
accumulated funding gap of $936.8 million by June of last year,
the review team said.  They said the city has amassed more than
$14 billion in debt and long-term liabilities for pensions and
post-employment benefits for municipal workers.

"No satisfactory plan exists to resolve a serious financial
problem," according to the report.


DEWEY & LEBOEUF: Ex-Partner Sues Barclays Over Firm Capital Loan
----------------------------------------------------------------
Helen Christophi of BankruptcyLaw360 reported that a former Dewey
& LeBoeuf LLP partner sued Barclays Bank PLC in New York federal
court Tuesday over a loan the bank claims he accepted to fund his
capital account at the defunct law firm, saying he never took out
the loan.

The report related that L. Londell McMillan, who headed Dewey's
entertainment, media and sports group before the firm went belly-
up, claimed Tuesday that he had declined to sign up for a loan
program offered by Dewey and Barclays to fund his capital
investment in the firm.

                       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.


Revel AC Inc. has reached an agreement with the majority of its
lenders to significantly reduce its debt by enacting a debt-for-
equity conversion restructuring through voluntary, prepackaged
Chapter 11 cases, the casino announced Tuesday.


DIGICEL LIMITED: Fitch Rates $700 Million Senior Notes 'B'
----------------------------------------------------------
Digicel Limited's proposed US$700 million senior notes due 2021.
Proceeds from the issuance are expected to be used to refinance
DL's US$510 million senior notes due 2014 and for general
corporate uses. 'RR4' rated securities have average recovery
prospects given default and characteristics consistent with
securities historically recovering 31% - 50% of current principal
and related interest. The Issuer Default Rating (IDR) of DL and
its parent, Digicel Group Limited, is 'B'. The Rating Outlook is
Stable.

Key Rating Drivers

Digicel's ratings reflect solid operating performance and cash
from operations (CFO) generation, diversified revenue, and
expectation for stable credit metrics. In addition, the ratings
are supported by its position as the leading provider of wireless
services in most of its markets and strong brand recognition.
Digicel's credit quality is tempered by continued high leverage
and the exposure of its operations to low rated countries.

Under Fitch's approach to rating entities within a corporate group
structure, the IDRs of DGL, DL and Digicel International Finance
Limited are the same and viewed on a consolidated basis as they
have a weaker parent and the degree of linkage between parent and
subsidiaries is considered strong. For issue ratings, Fitch rates
debt at DIFL one notch higher than its parent DL reflecting its
above average recovery prospects. DL's ratings reflect the
increased burden the DGL subordinated notes place on the operating
assets and the loss of financial flexibility. The ratings of DGL
incorporate their subordination to debt at DIFL and DL, as well as
the subordinated notes' below-average recovery prospects in the
event of default.

Stable Operating Trends

Fitch expects value added services (VAS) as a percentage of
revenue to continue increasing its share in revenues. Positive
trends in VAS have supported revenues and EBITDA over the past few
quarters, offsetting pressures from traditional voice services in
some markets due to reductions in MTR, tax increases and strong
competition. In addition Papua New Guinea (PNG) growth continues
to support operating results. For the quarter ended Dec. 31, 2012
VAS accounted for 23% of service revenues, of which 16% is non-SMS
revenue. Both SMS and other data services have posted positive
trends.

DGL has diversified its cash flow generation and asset base
leading to lower business risk over the past several years. EBITDA
growth from PNG should further diversify cash flow generation from
Jamaica and Haiti in the coming years as cash flow coming from
these two countries remains material at an estimated 40%.
Positively, Digicel Pacific Limited (DPL), a subsidiary of DGL,
has continued growing and is now generating positive free cash
flow. DPL's growth is underpinned by PNG which is now able to pay
dividends to DGL after dividend blockers have been removed. For
the 12 months ended Dec. 31, 2012 DPL contributed approximately
24% of DGL's EBITDA. The most important contributors to DGL's
EBITDA are Jamaica, Haiti, PNG, Trinidad & Tobago and French West
Indies (FWI).

Lower Capex Supporting Free Cash Flow (FCF)

Fitch expects positive FCF in the coming years, in the absence of
special dividends, as funds from operations (FFO) modestly grow
and capex declines from its peak in FY2012. Capex to revenue ratio
is expected to trend towards 10% in the next few years. Lower
capital expenditures should have a positive effect on FCF in the
medium term amid a stable dividend policy of US$40 million per
year. DGL paid a US$300 million special dividend during the first
quarter of FY2013. Digicel expects that for the near future the
company will not raise its 42.52% (44.97% including warrants)
stake in Digicel Holdings Central America Limited (DHCAL), which
owns the operation in Panama.

Leverage at DGL remains high but is expected to gradually decline
in the medium term, as EBITDA grows and indebtedness remains
relatively stable. As of Dec. 31, 2012 and last twelve months
EBITDA, total debt to EBITDA was 4.4 times (x) and net debt to
last twelve months EBITDA was 4.1x. At DL, total debt to EBITDA
was 2.8x for this same period. Total DGL's debt of Dec. 31, 2012
was approximately US$4.9 billion and cash balances amounted to
US$353 million. Total consolidated debt is allocated as follows:
US$2,275 million at DGL, US$1,560 million at DL, US$892 million at
DIFL and US$180 million at DPL.

Improving Maturity Profile

The debt maturity profile has been extended with DGL's US$1.5
billion issuance due 2020 done last year and the proposed DL
issuance. Following the completion of the proposed offering,
Digicel will not face any significant maturity until FY2018.
Before this date the largest maturity in a single year should be
close to US$300 million. Cash balances of US$353 million as of
Dec. 31, 2012 further supports liquidity.

Rating Sensitivities

A negative rating action could be triggered if consolidated
leverage at DGL approaches 6.0x. While refinancing risk should be
eased with the proposed transaction, inability to refinance in
advance sizeable bullet maturities in the medium to longer term
could pressure credit quality. Positive factors for credit quality
would be a sustained reduction in gross leverage at DGL to about
4.0x or below and an increase in free cash flow generation.

Fitch currently rates DGL, DL and DIFL as follows:

DGL
-- Long-term IDR 'B'
-- US$1.5 billion 8.875% senior subordinated notes due 2020
    'B-/RR5';
-- US$775 million 10.5% senior subordinated notes due 2018
    'B-/RR5'.

DL
-- Long-term IDR 'B';
-- US$800 million 8.25% senior notes due 2017 'B/RR4';
-- US$510 million 12% senior notes due 2014 'B/RR4';
-- US$250 million 7% senior notes due 2020 'B/RR4'.

DIFL
-- Long-term IDR 'B';
-- Senior secured credit facility 'B+/RR3'.

The Rating Outlook is Stable.


DIGICEL LIMITED: Moody's Rates New $700-Mil. Senior Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Digicel
Limited's proposed $700 million senior unsecured notes due 2021.
DL is a wholly-owned subsidiary of Digicel Group Limited. Net
proceeds will be used to repurchase the entire tranche of the DL
12% senior notes due 2014 ($510 million outstanding) via a tender
offer and for general corporate purposes. In addition, Moody's
affirmed Digicel's B2 Corporate Family Rating (CFR) and B2-PD
Probability of Default Rating (PDR). In conjunction with the
rating action, Moody's affirmed the ratings on the existing debt
at DGL and DL. The rating outlook is stable.

Moody's views the transaction favorably due to the extension of
the 2014 debt maturity and comparatively lower coupon on the new
notes, which will reduce interest expense. Following the debt
refinancing, Moody's expects consolidated leverage at DGL will
remain under 5.0x total debt to EBITDA (Moody's adjusted). Moody's
believes Digicel will manage its adjusted leverage at between 4.5x
and 5.0x over the next two years, given EBITDA expansion related
to the continued success in growing its markets, particularly in
the South Pacific territories, and increasing cash flow
contributions from operations in Haiti and Papua New Guinea.
Overall deleveraging is expected to be tempered by Moody's
expectation that the company could use debt funding to consolidate
the remaining equity of its affiliate, Digicel Holdings Central
America, that it does not already own, and for future acquisitions
and capex.

Rating Assigned:

Issuer: Digicel Limited

  $700 Million Senior Unsecured Notes due 2021 -- B1 (LGD-3, 39%)

Ratings Affirmed:

Issuer: Digicel Group Limited

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2-PD

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Digicel intends to use the debt
offering proceeds to retire the existing DL 12% notes due 2014.
Moody's will withdraw the rating on these notes upon full
repayment.

Ratings Rationale:

Digicel's B2 CFR is supported by its leading position as the
largest wireless telecommunications carrier in the Caribbean, as
well as its successful track record at gaining significant market
share and producing solid operating results relatively quickly
after new markets are launched. The company's growing penetration
in markets outside of its long-standing Jamaica base has resulted
in quick deleveraging from roughly the 10.0x level following
recapitalization of the balance sheet in early 2007, to 4.7x total
debt to EBITDA (Moody's adjusted) as of December 31, 2012.

However, Digicel's history of debt funded acquisitions and sizable
dividend payments, plus the likelihood that in the future DGL will
acquire the portion of DHCAL that it does not currently own weigh
down the rating. While the company continues to have strong
diversification, this is mitigated by its exposure to Jamaica
(about 18% of total revenue), which is struggling to revive its
economy and experiencing competitive telecom pricing following the
imposition of a new regulatory and tax scheme designed to increase
government receipts. A positive offset is the robust GDP growth
expected this year from Papua New Guinea (17% of revenue) and
Haiti (21% of revenue).

Digicel's very good liquidity supports the rating. Moody's expects
that the company will end FY14 (ending March 31, 2014) with cash
balances near the levels at December 31, 2012 (roughly $353
million). Cash flow from operations on a Moody's adjusted basis
continue to demonstrate strong improvement rising to $544 million
for the LTM period ended December 2012 compared to $525 million in
FY12. However, Digicel produced negative free cash flow of $186
million in the LTM period, mainly due to high capital expenditures
(for Voila Haiti network integration and 4G rollouts) and a $300
million special dividend paid in June 2012. Moody's expects DGL to
generate solid free cash flow of about $100 million (after
dividends) in FY14, as Papua New Guinea and Haiti contribute
healthy cash flows. Digicel also maintains a $893 million unrated
senior secured credit facility (matures 2017) at its Digicel
International Finance Ltd. subsidiary, however there are no
further draws available under this facility.

Rating Outlook

Given the incremental debt incurred as a result of this capital
raise and the debt raised in February 2012, the stable outlook
reflects Moody's opinion that despite continuing subscriber and
cash flow growth, DGL is unlikely to drive debt to EBITDA leverage
to below 4.0x (Moody's adjusted) over the rating horizon. The
outlook also reflects Moody's view that over the next two years,
the company could use debt to acquire more DHCAL equity from its
principal shareholder, Denis O'Brien.

What Could Change the Rating - UP

Moody's could upgrade Digicel's rating if the company demonstrated
a less aggressive dividend philosophy, financial policies targeted
leverage lower than 4.0x debt to EBITDA (Moody's adjusted), and if
the operations generated free cash flow in excess of 5% of total
debt (Moody's adjusted) on a sustained basis while maintaining
very good liquidity.

What Could Change the Rating - DOWN

The ratings could be downgraded if operational shortfalls or
unexpected acquisitions/investments elevated Digicel's leverage
above 6.0x debt to EBITDA (Moody's adjusted) over an 18 to 24
month horizon. The ratings will likely come under pressure if
competition escalates in the company's core markets or if
deterioration in the political, economic and regulatory
environments in the Caribbean or South Pacific markets result in
declining operating cash flows and weak liquidity.

The principal methodology used in rating Digicel Group Limited was
Global Telecommunications Industry published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Incorporated in Hamilton, Bermuda, with headquarters in Kingston,
Jamaica, W.I., Digicel is the largest provider of wireless
telecommunication services in the Caribbean. Revenue for the
twelve months ended December 31, 2012 totaled $2.5 billion.


DOGWOOD PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Dogwood Properties, G.P.
        4180 East Raines Road
        Memphis, TN 38118-0000

Bankruptcy Case No.: 13-21712

Chapter 11 Petition Date: February 16, 2013

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Russell W. Savory, Esq.
                  GOTTEN, WILSON, SAVORY & BEARD, PLLC
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  E-mail: russell.savory@gwsblaw.com

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

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

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


EDUCATION HOLDINGS: Can Hire DLA Piper, A&M as Ch.11 Professionals
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Education Holdings 1, Inc.'s applications to employ:

   -- DLA Piper (Contact: Matthew M. Murphy) as counsel at the
      following hourly rates: partner at $530 to 1,120, counsel at
      300 to 940, associate at $320 to $730, paraprofessional at
      $85 to $455; and

   -- Alvarez & Marsal North America (Contact: Robert Campagna,
      Jr.) as financial advisor at the following hourly rates:
      managing director at $675 to $875, director at $475 to $675,
      associate at 345 to 475 and analyst at 275 to 375.

                    About Education Holdings 1

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

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

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

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


ELBIT IMAGING: To Suspend Interest Payments to Noteholders
----------------------------------------------------------
Saabira Chaudhuri at Dow Jones' DBR Small Cap reports that Elbit
Imaging Ltd. said it will suspend interest payments to noteholders
as the real estate company evaluates a possible restructuring.
Earlier this month, the company suspended payments on the bonds'
principal, as part debt settlement process.

Elbit Imaging Ltd. (Nasdaq: EMITF; TASE: EMIT) is an Israel-based
holding company that operates in various fields, including
construction of commercial and entertainment centers; management
of hotels; development of cell therapy products; construction of
residential projects; and distribution and marketing of fashion
apparel and accessories.


ENERGY FUTURE: Warns of Bankruptcy Risk; Kirkland & Ellis Tapped
----------------------------------------------------------------
Reuters reported that U.S. power company Energy Future Holdings ,
formerly TXU Corp, said it could go into bankruptcy, liquidation
or insolvency if lenders or noteholders accelerate repayment of
all borrowings.

Reuters, citing a source familiar with the matter, said the
company had hired law firm Kirkland & Ellis and asset manager
Blackstone Group LP to advise on ways to deal with its debt load,
which totaled $52 billion at the end of September.

"If lenders or noteholders accelerate the repayment of all
borrowings, we would likely not have sufficient assets and funds
to repay those borrowings," Energy Future Holdings said under the
risk factors section of a regulatory filing on Tuesday, according
to Reuters.

Reuters noted that the company in January extended the maturity
date of a $16.5 billion term loan to 2017 from 2014 and has also
exchanged debt on which it owed cash payments for debt on which
interest payments could be deferred.

The hiring of advisers came just months before the company, taken
private in 2007 in the largest leveraged buyout ever, must start
making payments on some of its debt, Reuters said.

The $45 billion TXU buyout, which loaded the company with debt, is
viewed as one of the most spectacular failures of the last
decade's buyout boom, according to Reuters. KKR & Co, one of the
private equity firms that led the TXU deal, has written off 95% of
the value of its investment in the company. TPG Capital Management
and Goldman Sachs Group Inc's private equity arm were also part of
the consortium that took the company private.

The TXU takeover was built on hopes that natural gas prices would
stay high; instead they have dropped sharply, with benchmark U.S.
prices falling about 57% to around $3.22 per million British
thermal units now from around $7.50 per mmBtu in February 2007,
Reuters said.

Energy Future Holdings, according to Reuters, is the largest power
generator in Texas and has three units. The merchant power unit,
Luminant, which owns more than 15,000 megawatts of nuclear, coal
and gas-fired power plants, and its retail business, TXU Energy,
are unregulated. Its power delivery business, Oncor, is regulated.

                         About Energy Future

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

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

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

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

                           *     *     *

On Feb. 1, 2013 ratings release, Standard & Poor's Ratings
Services raised its corporate credit ratings on Energy Future to
'CCC' from 'D' following the completion of several debt exchanges,
each of which were consider distressed.

"The 'CCC' rating reflects a credit profile that has an
unsustainable capital structure over the long term, but a lack of
near-term maturities, along with the likelihood of additional
distressed exchange over the near term," said Standard & Poor's
credit analyst Terry Pratt.


FRANCES CARLSON: Bankruptcy Filing Stays U.S. Lawsuit
-----------------------------------------------------
District Judge Martin Reidinger entered a ruling on February 14,
2013, staying the action captioned UNITED STATES OF AMERICA,
Plaintiff, v. FRANCES CARLSON, REIDAR G. CARLSON, and REIDAR'S
RETREAT, LLC, Defendants, Civil Case No. 1:12-cv-00036-MR-DLH,
(W.D.N.C.), as against Defendant Frances Carlson only.

Ms. Carlson has notified the Court that she filed a bankruptcy
case under Chapter 11 of the United States Bankruptcy Code in the
Middle District of Florida.

It is well-settled that "[w]hen litigation is pending against the
debtor at the time a bankruptcy case is commenced, the litigation
is stayed automatically," ruled Judge Reidinger.

All other claims pending in the action remain unaffected by the
stay.

A copy of the District Court's February 14, 2013 Order is
available at http://is.gd/OmYyGYfrom Leagle.com.


GOODYEAR TIRE: Moody's Retains Ba3 CFR, Outlook Changed to Neg.
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
of The Goodyear Tire & Rubber Company and changed the rating
outlook to negative from stable. The Speculative Grade Liquidity
Rating was affirmed at SGL-2.

Ratings Affirmed:

The Goodyear Tire & Rubber Company

  Corporate Family Rating, Ba3;

  Probability of Default Rating, Ba3-PD;

  SGL-2, Speculative Grade Liquidity Rating;

  $1.2 billion second lien term loan due 2019, Ba1 (LGD-2, 16%)

  8.75% senior unsecured guaranteed notes due 2020, B1 (LGD-4,
  66%);

  8.25% senior unsecured guaranteed notes due 2020, B1 (LGD-4,
  66%);

  7.0% senior unsecured guaranteed notes due 2022, B1 (LGD-4,
  66%);

  7.0% senior unsecured unguaranteed notes due 2028, B2 (LGD-6,
  96%);

  (P)B1, guaranteed senior unsecured shelf.

Goodyear Dunlop Tires Europe B.V.:

  Baa3 (LGD-1, 6%), EUR400 million of first lien revolving credit
  facilities due April 2016;

  Ba2 (LGD-2, 27%), EUR250 million of senior unsecured notes due
  April 2019.

Ratings Rationale:

Goodyear's Ba3 Corporate Family Rating reflects the company's
strong position as a leading manufacturer of automotive tires
combined with the success of offsetting increasing raw material
costs by selling a greater share of higher value added tires. The
strength of the company's market position and strategy has
generated an improvement in year over year EBIT margins. Yet, the
continued growth of underfunded pension liabilities is limiting
the benefit of these improvements on the overall financial
metrics.

The continued successful execution of the company's strategy will
be required over the intermediate-term as global tire volumes
could face pressures due to weak macroeconomic conditions
particularly in Europe. Goodyear's EBIT/interest of about 1.8x and
Debt/EBITDA of about 4.9x at December 31, 2012 are weak for the
assigned rating and the negative outlook reflects the need for
leverage and interest coverage to strengthen over the coming year.

Goodyear has indicated its intention to take actions to de-risk
its U.S. unfunded pension obligations including implementing a
hedging strategy to protect against adverse market moves in
interest rates and asset returns while allowing upside
participation. Moody's considers the company's actions to address
its pension obligations as constructive and could contribute to
metric improvement over the coming year. Nevertheless, the ratings
consider the potential for such improvement to be tempered by weak
economic trends.

Goodyear's negative outlook reflects Moody's belief that the
company's credit metrics will remain weak for the assigned rating
over the near-term. Goodyear has successfully taken actions to
mitigate increasing raw material costs and strengthen its European
operations. However, prospects for generating credit metrics
consistent with the assigned rating also are reliant on a robust
recovery in demand in the company's end markets. Any recovery in
demand will likely be accompanied by increased cost pressures for
the company's raw materials.

Goodyear's SGL-2 Speculative Grade Liquidity is supported by
strong cash balances and revolver availability. Global cash on
hand at December 31, 2012 was $2.3 billion which includes about
$561 million of cash located in regions where access could be
constrained. As of December 31, 2012, Goodyear had $1.2 billion of
remaining borrowing base availability under the U.S. $2.0 billion
ABL revolving credit facility. Goodyear's Euro 400 million
revolving credit facility was undrawn as of December 31, 2012 with
Euro 7 million of letters of credit outstanding and the Pan
European accounts receivable securitization facility had Euro 264
million of availability.

Goodyear is expected to be modestly cash flow positive over the
near-term. There is a coverage ratio covenant test under the $2.0
billion revolver which comes into effect only when availability
under the revolver, plus cash balances of the parent and guarantor
subsidiaries under the facility, goes below $200 million, which is
unlikely to be activated in the near-term. Goodyear has the
capacity under the indentures for its unsecured obligations to
pledge additional assets (subject to the terms, limitations and
exclusions provided in the respective indentures). Should the
permissible basket of liens exceed the prescribed amount, Goodyear
would be required to ratably secure the unsecured notes and bonds
issued under the indentures.

Upward rating migration is unlikely over the intermediate term.
Any improvement in Goodyear's credit metrics would first help to
position the company more solidly in the Ba3 rating. However, a
positive rating outlook or rating change could result from a de-
leveraging of Goodyear's balance sheet, or if industry conditions
evolve to permit the company to sustain better margins through
sustained product pricing and/or lesser exposure to volatile
commodity costs. A higher rating or outlook could result from
EBIT/interest being sustained above 3.0x, and debt/EBITDA
approaching 3.0x while maintaining a good liquidity profile.

Goodyear continues to face significant business challenges
stemming from highly competitive tire markets and significant
volatility in raw material costs. It has been pursuing strategies
that have strengthened its competitive profile, yet overall
financial metrics remain weak for the Ba3 Corporate Family Rating.
A lower rating could result if Goodyear is unable to offset
expected lower volume trends, competitive pressures, and
increasing raw material costs through the combination of improved
product mix, pricing, or restructuring actions. Developments that
suggest that the EBIT margin will revert below 5% for a protracted
period, that the company will not be able to restore free cash
flow generation, or that the company will not be able to make
progress toward lowering debt to EBITDA below the 4.5x could put
downward pressure on the rating. Ratings pressure could also arise
from a meaningful decrease in the liquidity profile.

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

The Goodyear Tire & Rubber Company, based in Akron, OH, is one of
the world's largest tire companies with 52 manufacturing
facilities in 22 countries around the world. Revenues in 2012 were
approximately $21 billion.


GREEN OAK: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Green Oak Realty Development, LLC
        20 Commercial Court
        Auburn, NH 03032

Bankruptcy Case No.: 13-10363

Chapter 11 Petition Date: February 18, 2013

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtors' Counsel: Robert L. O'Brien, Esq.
                  O'BRIEN LAW FIRM
                  P.O. Box 357
                  New Boston, NH 03070-0357
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  E-mail: roboecf@gmail.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
K&B Crushing Equipment, LLC             13-10365
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Keith A. Babb                           13-10362

The petitions were signed by Keith A. Babb, sole member manager.

A. A copy of Green Oak Realty's list of its 14 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/nhb13-10363.pdf

B. A copy of K&B Crushing's list of its 20 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/nhb13-10365.pdf


GSC GROUP: April 22 Hearing on Kaye Scholer, Capstone Deals
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there will be an April 22 hearing to consider
approval of the settlements with the law firm Kaye Scholer LLP and
Capstone Advisory Group LLC and Robert Manzo in connection with
fund manager GSC Group Inc.'s Chapter 11 case.

The U.S. Trustee had alleged that that Kaye Scholer, as lawyers
for GSC Group, filed inaccurate and misleading court papers in
connection with the retention of Capstone and Mr. Manzo as the
company's financial advisers.

Kaye Scholer on Feb. 18 disclosed that it has agreed on a
settlement with the U.S. Trustee.  The firm agreed to pay $1.5
million, consisting of $1.15 million of the more than $5 million
in fees already paid the firm, plus withdrawal of a pending
application for $352,000 in unpaid fees.  The settlement contains
"no acknowledgement by Kaye Scholer of any wrongdoing."

Capstone on Feb. 13 announced a settlement with the U.S. Trustee.
Through the settlement, if approved, Capstone will reduce its
total fees for post-filing work for the GSC Group by $1 million,
or approximately 15%.  Capstone has agreed to withdraw its final
fee application of $2.75 million and give up $635,000 that it was
paid as compensation.

The U.S. Trustee also entered into a settlement agreement with Mr.
Manzo under which he will resign as the liquidating trustee in the
case and will forgo payment of about $175,000 of the $398,500 in
accrued but unpaid fees Mr. Manzo has incurred.

The Bloomberg report notes that Black Diamond Capital Finance LLC
said in a court filing last week that it opposes the settlement
with the financial advisers.  The firm said that Mr. Manzo, as
trustee for the creditors' trust, is spending several million
dollars more than the trust agreement allows.  As part of his
settlement, Mr. Manzo will step down as trustee for the trust.

Black Diamond or others can file objections by March 15, when they
can also oppose professionals' fee requests.  If Black Diamond or
others seek larger disgorgements for inaccurate court filings,
papers likewise must be filed by March 15.

Black Diamond was the proponent of the Chapter 11 plan for GSC
that was approved and confirmed in February 2012.  Mr. Manzo was
named as trustee to handle the creditors' trust created when the
plan was approved.

Mr. Manzo entered into a fee-sharing agreement with Capstone and
was identified in court papers as an employee of the firm.  But
the U.S. Trustee later discovered that Capstone was only a
contractor and thus the fee-sharing agreement was barred.

According to the U.S. Trustee, Kaye Scholer incurred fees of
$6.13 million, while Capstone's were $6.07 million, not including
a success fee not yet granted.

                         About GSC Group

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

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010, estimating
assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Effective Jan. 7, 2011, James L. Garrity Jr., was named Chapter 11
trustee for the Debtors.  The Chapter 11 trustee completed the
sale of business in July 2011 and filed a liquidating Chapter 11
plan and explanatory disclosure statement in late August.  The
bankruptcy court authorized the trustee to sell the business to
Black Diamond Capital Finance LLC, as agent for the secured
lenders.  Proceeds were used to pay secured claims.  The price
paid by the lenders' agent was designed for full payment on
$256.8 million in secured claims, with $18.6 million cash left
over.  Black Diamond bought most assets with a $224 million credit
bid, a $6.7 million note, $5 million cash, and debt assumption.  A
minority group of secured lenders filed an appeal from the order
allowing the sale.  Through a suit in state court, the minority
lenders failed to halt Black Diamond from completing the sale.

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

Michael B. Solow, Esq., at Kaye Scholer LLP, served as the
Debtor's bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, was
the Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.

The Chapter 11 trustee tapped Shearman & Sterling LLP as his
counsel, and Togut, Segal & Segal LLP as his conflicts counsel.

Black Diamond Capital Management, LLC, is represented by attorneys
at Latham & Watkins and Kirkland & Ellis LLP.


HARRISONBURG REDEVELOPMENT: Moody's Lowers Debt Rating to 'B2'
--------------------------------------------------------------
Moody's has downgraded to B2 from Aaa the rating of Harrisonburg
Redevelopment & Housing Auth, VA Taxable Multi-family Housing
Revenue Bonds (Huntington Village Apartments Project) 2001B (the
"Bonds"), affecting $1,635,000 of outstanding debt.

This rating action concludes the review for downgrade initiated on
November 12, 2012 and also removes the Bonds from review for
downgrade following the publication of Moody's new methodology on
US Stand-Alone Housing Bond Programs Secured by Credit Enhanced
Mortgages on December 13, 2012.

Ratings Rationale:

On January 5, 2010 the Aaa rating of the Bonds was affirmed.
However, the Trust Fund balances that were used in Moody's
assumptions for the cash flow projections were overstated, which
resulted in a mistake in Moody's expectations and calculation of
the asset-to-debt ratio. The assumptions have now been corrected,
and the rating action reflects that change. In addition, since
2010, the continued low interest rate environment as well as
general account balances in excess of amounts set forth in the
indenture have deteriorated the financial position of the Bonds.
The calculated asset-to-debt ratio is currently 99.1%, which means
that if full payment is received on the loan and the Bonds are
redeemed early there would be insufficient funds to pay off all of
the Bonds. Furthermore, Moody's calculates that at a 0%
reinvestment rate, there will be cash flow shortfalls in 2019.
These potential shortfalls are reflected in the B2 rating assigned
to the Bonds.

What Could Change the Rating: UP

- An increase in the asset-to-debt ratio above 100% and to a
   level where cash flow shortfalls are not projected under
   stress scenarios.

- Higher interest rate environment that reduces the probability
   of default or diminishes the expected loss.

What Could Change the Rating: DOWN

- Further deterioration of the asset-to-debt ratio.

The principal methodology used in this rating was US Stand-Alone
Housing Bond Programs Secured by Credit Enhanced Mortgages
published in December 2012.


HAWKER BEECHCRAFT: Plans Midyear Sale of Hawker Jet Business
------------------------------------------------------------
Emily Glazer and Jon Ostrower at Daily Bankruptcy Review report
that the head of Beechcraft Corp. said it plans to sell the assets
of its shuttered Hawker's business jet unit by midyear as part of
the firm's exit from bankruptcy protection.

Bechcraft, 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.

The Plan 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%.

                      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.

The Official Committee of Unsecured Creditors 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.


HERON LAKE: Incurs $32.4-Mil. Net Loss in Fiscal 2012
-----------------------------------------------------
Heron Lake BioEnergy, LLC, filed on Feb. 13, 2013, its annual
report on Form 10-K for the fiscal year ended Oct. 31, 2012.

Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis,
Minnesota, expressed substantial doubt about Heron Lake
BioEnergy's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
due to difficult market conditions and the impairment of long-
lived assets.  "The Company is out of compliance with its master
loan agreement and is operating under a forbearance agreement
whereby the Company agreed to sell substantially all of its
assets."

                 Forbearance Agreement with Agstar

On Feb. 12, 2013, the Company entered into a second amended and
restated forbearance agreement with AgStar.  Under the forbearance
agreement, AgStar agreed to forbear from exercising its legal and
contractual rights and remedies provided in the loan documents and
by applicable law, including, but not limited to, the right to
foreclose the real estate mortgages and security agreements and to
obtain the appointment of a receiver pursuant to applicable law,
until March 31, 2013, in order to permit the Company to close on
the transactions contemplated by the asset purchase agreement with
Heron Lake Guardian, LLC, for the sale of the Company's ethanol
plant assets and the asset purchase agreement with FCA Co-op for
the sale of the grain storage and handling facilities of the
Company's subsidiary, Lakefield Farmers Elevator, LLC.  On Feb. 1,
2013, the Company completed the sale of substantially all the
assets of Lakefield Farmers Elevator to FCA Co-op pursuant to the
terms of the asset purchase agreement dated Jan. 3, 2013.

"Under the forbearance agreement, it is an event of default, among
other things, if we fail to close (i) on the sale of our grain
storage and handling facilities as contemplated by asset purchase
agreement dated Jan. 3, 2013, with FCA Co-op on or before Feb. 28,
2013, or (ii) on the sale of our ethanol plant assets to Guardian
Energy Heron Lake, LLC, on or before March 31, 2013.

"The closing of each of the asset purchase agreements with FCA
Co-op and Guardian Energy Heron Lake, LLC, is subject to the
satisfaction or wavier of various conditions.  One condition to
the closing of sale transaction with Guardian Energy Heron Lake,
LLC, is the approval of our members and we will call a Special
Meeting of Members for this purpose.  We cannot guarantee that we
will be able to satisfy the closing conditions set forth in the
respective asset purchase agreements or that we will be able to
satisfy these conditions in time for a closing by the dates AgStar
requires under the forbearance agreement."

"Accordingly, if the sale of our grain storage and handling
facilities and the sale of our ethanol plant assets are not closed
by the respective dates stated above for any reason, AgStar may
accelerate all of our indebtedness and may seize the assets that
secure our indebtedness, causing us to lose control of our
business.  We may also be forced to sell our assets, restructure
our indebtedness, submit to foreclosure proceedings, cease
operations or seek bankruptcy or reorganization protection."

      Results of Operations for the Year Ended Oct. 31, 2012

The Company reported a net loss of $32.35 million on
$168.66 million of revenues for the year ended Oct. 31, 2012,
compared with net income of $543,017 on $164.12 million of
revenues for the year ended Oct. 31, 2011.

The Company recorded an impairment charge of approximately
$27.84 million as of Oct. 31, 2012.  The impairment charge was
recorded after analysis by the Company whereby the fair value of
long-lived assets was less than the carrying value.  There was no
similar impairment in 2011.  The Company also recorded settlement
expense of $900,000 related to a dispute with its former coal
supplier.

The Company's balance sheet at Oct. 31, 2012, showed
$66.58 million in total assets, $49.03 million in total
liabilities, and members' equity of $17.55 million.

A copy of the Form 10-K is available at http://is.gd/AE7XuK

       Amendment to Form 10-Q for the July 31, 2012 Quarter

Heron Lake has amended its quarterly report for the quarter ended
July 31, 2012, to correct an error relating to revenue
recognition.  The Company erroneously priced certain sales
transactions related to both ethanol and distillers grains sales
under the marketing agreement with Gavilon, LLC.  As a result of
this error, revenue was understated as of July 31, 2012, the
Company said.

The Company reported net income of $557,887 on $41.91 million of
revenues for the three months ended July 31, 2012, compared with a
net loss of $742,737 on $43.01 million of revenues for the three
months ended July 31, 2011.

The Company reported a net loss of $1.94 million on
$121.96 million of revenues for the nine months ended July 31,
2012, compared with net income of $1.37 million on $120.24 million
of revenues for the nine months ended July 31, 2011.

The Company's balance sheet at July 31, 2012, showed
$95.06 million in total assets, $47.06 million in total
liabilities, and members' equity of $48.00 million.

A copy of the Form 10-Q/A is available at http://is.gd/UTiF7O

                         About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73% of
Agrinatural Gas, LLC, the pipeline company formed to construct,
own, and operate a natural gas pipeline that provides natural gas
to the Company's ethanol production facility through a connection
with the natural gas pipeline facilities of Northern Border
Pipeline Company in Cottonwood County, Minnesota.  Its subsidiary,
Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield
and Wilder, Minnesota.  At nameplate, the Company's ethanol plant
has the capacity to process approximately 18.0 million bushels of
corn each year, producing approximately 50 million gallons per
year of fuel-grade ethanol and approximately 160,000 tons of
distillers' grains with soluble.


HOTEL OUTSOURCE: Incurs $421,000 Net Loss in Third Quarter
----------------------------------------------------------
Hotel Outsource Management International, Inc., reported a net
loss of $421,000 on $780,000 of revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $490,000 on
$885,000 of revenues for the same period of 2011.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $$2.4 million on $2.5 million of revenues, compared with a
net loss of $1.4 million on $2.5 million of revenues for the same
period of 2011.

The Company's balance sheet showed $5.3 million in total assets,
$3.3 million in total liabilities, and stockholders' equity of
$2.0 million.

"The Company continues to incur losses ($2,422,000 in the nine
months ended Sept. 30, 2012) and also has a deficit in working
capital of $548,000 for this period.  In order to implement the
Company's basic business plan for completion of the installation
of additional minibars, the Company will need additional funds."

A copy of the Form 10-Q is available at http://is.gd/hiz4GB

                       About Hotel Outsource

New York-based Hotel Outsource Management International, Inc., is
a holding company for several subsidiaries which market and
operate computerized minibars in hotels located in the United
States, Canada, Europe and Israel.  HOMI was incorporated in
Delaware on Nov. 9, 2000, under the name Benjamin Acquisitions,
Inc.

                           *     *     *

Barzily & Co., in Jerusalem, Israel, said that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a "going concern".


HYPERTENSION DIAGNOSTICS: Incurs $42,500 Net Loss in Fiscal Q2
--------------------------------------------------------------
Hypertension Diagnostics, Inc., reported a net loss of $42,500 on
$13,437 of revenues for the three months ended Dec. 31, 2012,
compared with a net loss of $213,649 on $1.2 million of revenues
for the three months ended Dec. 31, 2011.

For the quarter ended Dec. 31, 2012, the Company's plastics
production facility was not operating.  According to the
regulatory filing, the Company has moved into its new facility and
has restarted processing operations.  The Company anticipates its
operations in the quarter ending March 31, 2013, will be at
approximately 67% compared to its operations of last year at the
same time.

For the six months ended Dec. 31, 2012, the Company had a net loss
of $772,337 on $48,059 of revenues, compared with a net loss of
$1.2 million on $1.2 million of revenues for the six months ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.0 million
in total assets, $1.9 million in total liabilities, and a
stockholders' deficit of $896,994.

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

Hypertension Diagnostics, Inc., was incorporated under the laws of
the State of Minnesota on July 19, 1988.  The Company was
previously engaged in the medical device business.  In August
2011, it sold its medical device inventory, subleased its office
and manufacturing facility, and entered into a limited license
agreement with a company owned by Jay Cohn, a founder and a
director of the Company.  In September 2011, the Company formed
HDI Plastics Inc., a wholly owned-subsidiary, entered into a new
lease agreement, purchased selected manufacturing assets from
Compass Bank and Cycled Plastics and began engaging in the
business of plastics reprocessing in Austin, Tex.

On March 29, 2012, the Company ceased operations at the Austin
facility and the Company began working to relocate the processing
facility to a new location.  As of Dec. 31, 2012, the Company has
relocated its  operations to a facility in Taylor, Texas and has
recently resumed limited operations.  The Company's principal
executive offices are located in Minnetonka, Minnesota.

                           *     *     *

As reported in the TCR on Oct. 2, 2012, Moquist Thorvilson
Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial
doubt about Hypertension's ability to continue as a going concern,
citing net losses and stockholders' deficit.


ICEWEB INC: Incurs $791,126 Net Loss in 2013 Q1
-----------------------------------------------
IceWEB, Inc., reported a net loss of $791,126 on $313,411 of sales
for the three months ended Dec. 31, 2012, compared with a net loss
of $1.0 million on $758,898 of sales for the prior fiscal period.

The Company's balance sheet at Dec. 31, 2012, showed $1.8 million
in total assets, $3.5 million in total liabilities, and a
stockholders' deficit of $1.7 million.

The Company has had losses since inception that raise doubt about
its ability to continue as a going concern.  In addition, the
Company is not in compliance with debt covenants under its
Financing Agreements with Sand Hill Finance LLC.

As reported in the TCR on Jan. 14, 2012, D'Arelli Pruzansky, P.A.,
in Boca Raton, Florida, expressed substantial doubt about IceWEB's
ability to continue as a going concern.  The independent auditors
noted that the Company had net losses of $6,485,048 for the year
ended Sept. 30, 2012.

A copy of the Form 10-Q is available at http://is.gd/AdfUZ6

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).


IMPLANT SCIENCES: Files Form 10-Q, Reports $3.7-Mil. Loss
---------------------------------------------------------
Implant Sciences Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $3.7 million on $6.9 million of
revenues for the three months ended Dec. 31, 2012, compared with a
net loss of $3.3 million on $1.1 million of revenues for the prior
fiscal period.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $16.5 million on $8.4 million of revenues, compared with a
net loss of $6.4 million on $2.2 million of revenues for the six
months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.7 million
in total assets, $42.2 million in total liabilities, and a
stockholders' deficit of $37.5 million.

"Despite our current sales, expense and cash flow projections and
the cash available from our line of credit with DMRJ, we will
require additional capital in the third quarter of fiscal 2013 to
fund operations and continue the development, commercialization
and marketing of our products.  Our failure to achieve our
projections and/or obtain sufficient additional capital on
acceptable terms would have a material adverse effect on our
liquidity and operations and could require us to file for
protection under bankruptcy laws.  These conditions raise
substantial doubt as to our ability to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/zQf14v

                      About Implant Sciences

Wilmington, Massachusetts-based Implant Sciences Corporation (OTC
QB:IMSC) develops, manufactures and sells sophisticated sensors
and systems for Security, Safety, and Defense (SS&D) markets.

                           *     *     *

As reported in the TCR on Oct. 2, 2012, Marcum LLP, in Boston,
Massachusetts, expressed substantial doubt about Implant Sciences;
ability to continue as a going concern, citing net losses and
negative cash flows from operations.  "As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
approximately $33,429,000 with accrued interest of approximately
$3,146,000.  The Company is required to repay all borrowings and
accrued interest to this lender on March 31, 2013.  These
conditions raise substantial doubt about its ability to continue
as a going concern."


INDEPENDENCE TAX IV: Reports $2.1-Mil. Net Income in Dec. 31 Qtr.
-----------------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed its quarterly report on
Form 10-Q, reporting net income of $2.1 million on $1.0 million of
total revenues for the three months ended Dec. 31, 2012, compared
with net income of $2.0 million on $1.0 million of total revenues
for the three months ended Dec. 31, 2011.

For the nine months ended Dec. 31, 2012, the Partnership had net
income of $4.7 million on $3.1 million of total revenues, compared
with net income of $1.3 million on $3.0 million of total revenues
for the nine months ended Dec. 31, 2011.

The Partnership's balance sheet at Dec. 31, 2012, showed
$14.6 million in total assets, $27.8 million in total liabilities,
and a partners' deficit of $13.2 million.

"At Dec. 31, 2012, the Partnership's liabilities exceeded assets
by $13,221,176 and for the nine months ended Dec. 31, 2012, had
net income of $4,692,293, including gain on sale of properties of
$5,336,670.  These factors raise substantial doubt about the
Partnership's ability to continue as a going concern."

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

New York-based Independence Tax Credit Plus L.P. IV is a limited
partnership which was formed under the laws of the State of
Delaware on Feb. 22, 1995.  The Partnership's initial business was
to invest in other partnerships owning leveraged apartment
complexes that are eligible for the low-income housing tax credit
enacted in the Tax Reform Act of 1986, some of which may also be
eligible for the historic rehabilitation tax credit.

The Partnership is currently in the process of developing a plan
to dispose of all of its investments.  It is anticipated that this
process will continue to take a number of years.


INSPIRATION BIOPHARMACEUTICALS: Wants April Plan Deadline
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
(Eastern Division) authorized Inspiration Biopharmaceuticals,
Inc., to sell its rights to IB1001, a recombinant factor IX (rFIX)
for the treatment of hemophilia B to Cangene Corporation.  The
sale closed following the Court's approval.

Cangene has agreed to pay $5.9 million upfront, up to $50 million
in potential additional commercial milestones as well net sales
payments equivalent to tiered double digit percentage of IB1001
annual net sales.

The Debtor is required to provide certain post-transition services
in connection with the sale of the assets to Cangene and the
proposed sale of its products identified as Factor VIII or OBI01
to Baxter Healthcare Corporation.  In light with these
obligations, the Debtor asks the Court to extend its exclusive
period to file a plan of reorganization until April 28, 2013, and
its exclusive period to solicit acceptances of that plan until
June 27, 2013.

The Debtor says it needs the extension for it to comply with its
obligations under the sale and complete a liquidating plan.  The
Debtor tells the Court that it cannot yet determine the universe
of claims filed against its estates as the claims bar date has
been set for April 3.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy of Murphy & King.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INSPIRATION BIOPHARMACEUTICALS: Completes Sale of IB1001
--------------------------------------------------------
Ipsen and Inspiration Biopharmaceuticals Inc. on Feb. 20 announced
the closing of the sale of the proprietary hemophilia B product,
IB1001 (recombinant FIX), to Cangene Corporation.  The transaction
was announced on February 6, 2013. Ipsen and Inspiration jointly
agreed to sell their respective commercialization rights to IB1001
as part of the transaction.  Cangene acquired worldwide rights to
IB1001, a recombinant factor IX currently under regulatory review
in the United States and Europe.  This transaction follows the
announcement last month that Ipsen and Inspiration had agreed to
sell OBI-1 (recombinant porcine FVIII) to Baxter International.

Cangene acquired worldwide rights to IB1001, as well as
Inspiration's rights to two product candidates in pre-clinical
development: IB1007 (recombinant FVIIa) and IB1008 (recombinant
FVIII).  Under the terms of the agreement, Cangene has agreed to
pay $5.9 million upfront, up to $50 million in potential
additional commercial milestones as well net sales payments
equivalent to tiered double digit percentage of IB1001 annual net
sales.

IB1001 is currently under regulatory review by both the FDA in the
US and the EMA in Europe.  The product was placed on clinical hold
by the FDA in July 2012.  Inspiration has been working to resolve
the issues that led to the clinical hold and has discussed its
plans to address the clinical hold with relevant regulatory
authorities.  Inspiration recently received a Complete Response
Letter from the US Food and Drug Administration (FDA) regarding
the Biologics License Application (BLA) for IB1001.  A Complete
Response Letter is issued by the FDA when the Agency determines
that an application cannot be approved in its current form.

The letter is consistent with previous discussions with FDA around
the presence of host cell proteins (HCP) in IB1001 responsible for
formation of anti-HCP antibodies in 26% of clinical trial
subjects.  Inspiration worked diligently to implement
manufacturing process changes for drug substance to significantly
reduce the levels of host cell proteins aimed at eliminating host
cell proteins responsible for the immunogenic response to HCP in
some clinical trial subjects.  Preliminary comparability data
available to date on drug substance manufactured using the
original and the modified processes suggest that the process
changes have been successful with no observed deleterious effect
on the factor IX protein itself.  No additional clinical data was
requested under the Clinical Response Letter. Next steps for the
development of IB1001 are now determined by Cangene.

Inspiration and Ipsen previously announced the sale of OBI-1 to
Baxter International.  The United States Bankruptcy Court in
Boston approved that transaction on January 24, 2013, and the
Federal Trade Commission is currently reviewing the transaction
under the Hart-Scott-Rodino Act.  Baxter has agreed to pay $50
million upfront, up to $135 million in potential additional
development and commercial milestones as well as tiered net sales
payments ranging from 12.5% to 17.5% of OBI-1 annual net sales.

On the transaction, Evercore Partners served as common financial
advisor to Inspiration and Ipsen; Lazard and Banque Hottinguer &
Cie served as financial advisors to Ipsen.

About the partnership agreement between Inspiration and Ipsen and
the product portfolio

In January 2010, Inspiration entered into a strategic agreement
with Ipsen, leveraging the combined expertise and resources of the
two companies, to develop a broad portfolio of hemophilia products
and two products in phase III.  IB1001, an investigational
intravenous recombinant factor IX (rFIX) therapy for the treatment
and prevention of bleeding episodes in people with hemophilia B
and OBI-1 an investigational intravenous recombinant porcine
factor VIII (rpFVIII) therapy for the treatment of patients with
i) acquired hemophilia A and ii) congenital hemophilia A who have
developed inhibitors against human FVIII.

In August 2011, Ipsen and Inspiration announced the extension of
their agreement to create a hemophilia business unit structure
that will act as the exclusive sales organization for all
hemophilia products commercialized under the Inspiration brand in
Europe.

In July 2012 Inspiration announced that IB1001 was placed on
clinical hold by the Food and Drug Administration (FDA).

On August 21, 2012, Ipsen and Inspiration renegotiated their 2010
partnership.  This agreement aimed to establish an effective
structure whereby Ipsen gained commercial rights in key
territories.  Inspiration remains responsible for the world-wide
development of OBI-1 and IB1001.  Ipsen paid a bridging facility
for an amount of $30 million providing both Inspiration with time
to secure independent third party financing and Ipsen with time to
assess potential ways forward.

On August 31, 2012, Ipsen paid Inspiration $7.5 million and
received a warrant for 15% of Inspiration's equity.

Ipsen had agreed to pay Inspiration an additional $12.5 million if
Inspiration had raised third party financing by the contractual
deadline of 30 September 2012.  Inspiration did not manage to
raise external funding by this contractual deadline.

On October 30, 2012, Inspiration commenced a voluntary
reorganization case pursuant to Chapter 11's provisions of the
United States Bankruptcy Code with the objective of leading a
joint marketing and sales process.  Ipsen is seeking to exit
hemophilia through this process.

On January 24, 2013, Ipsen and Inspiration announced that they had
entered into an Asset Purchase Agreement for the sale of OBI-1 to
Baxter subject to closing conditions.

On February 6, 2013, Ipsen and Inspiration announced that they had
entered into an Asset Purchase Agreement for the sale of IB1001 to
Cangene subject to closing conditions.

On February 20, 2013, Ipsen and Inspiration announced the closing
of the sale of IB1001 to Cangene.

                About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy of Murphy & King.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


ISTAR FINANCIAL: Ori Uziel Holds 4.2% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ori Uziel disclosed that, as of Dec. 31,
2012, he beneficially owns 3,510,000 shares of common stock of
iStar Financial Inc. representing 4.2% of the shares outstanding.
Mr. Uziel previously reported beneficial ownership of 5,000,000
common shares or a 6.1% equity stake as of Dec. 31, 2011.  A copy
of the amended filing is available at http://is.gd/BOV3rX

                      About iStar Financial

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

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

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

                           *     *     *

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

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

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


ISTAR FINANCIAL: Valinor Discloses 6% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Valinor Management, LLC, and David Gallo
disclosed that, as of Dec. 31, 2012, they beneficially own
5,277,612 shares of common stock of iStar Financial Inc.
representing 6.31% of the shares outstanding.  Valinor previously
reported beneficial ownership of 5,575,088 common shares or a
6.81% of the shares outstanding.  A copy of the amended filing is
available for free at http://is.gd/4LVAzX

                       About iStar Financial

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

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

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

                           *     *     *

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

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

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


ISTAR FINANCIAL: Fir Tree Lowers Equity Stake to 1% 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 1,312,300 shares of common
stock of iStar Financial Inc. representing 1.6% of the shares
outstanding.  Fir Tree previously reported beneficial ownership of
4,653,602 common shares or a 5.7% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                         http://is.gd/RMdxzn

                        About iStar Financial

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

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

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

                           *     *     *

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

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

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


JOURNAL REGISTER: Taps Keen Realty as Real Estate Advisor
---------------------------------------------------------
Journal Register Company, et al., are asking the bankruptcy judge
at a hearing today, Feb. 21, to approve its hiring of Keen Realty
Advisors, LLC as special real estate advisor.

Keen Realty will perform lease consulting and advisory services
for the Debtors.   Keen Realty's compensation structure includes
an advisory fee of $5,000; transaction and base fee which is the
greater of $4,000 or 6% of savings to be calculated.

21st CMH Acquisition Co. has signed a deal to purchase the
Debtors' assets, absent higher and better offers.  Pursuant to the
asset purchase agreement, if the Debtors determine to retain a
real estate advisor to assist in their negotiations with the
landlords regarding potential modifications to the terms of the
leases, the proposed buyer has agreed to pay the fees of any real
estate advisor incurred in connection therewith in an amount not
to exceed $50,000.

To the best of the Debtors' knowledge, Keen Realty does not hold
or represent interest materially adverse to the interest of the
estate.

                      About Journal Register

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

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

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

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

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

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

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

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

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




JOURNAL REGISTER: Borough of Lansdale Acquires Goodson Property
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation between debtor Goodson Holding Company
and The Borough of Lansdale for relief from the automatic stay
to the extent necessary to proceed with condemnation or
acquisition, approving sale of property.

Pursuant to the stipulation, among other things:

   1. the parties agree that relief from the stay must be (and is)
      granted by the Court;

   2. the Borough of Lansdale is authorized to file its
      declaration of taking or to acquire the property by deed in
      lieu of condemnation from the Debtor; and

   3. the proceeds of any conveyance or the compensation paid
      pursuant to any taking will be paid to the Debtors and
      thereafter will be applied in accordance with the Final DIP
      loan order and agreement.

Goodson Holding Company owns certain property located in
the Borough of Lansdale, Montgomery County, Pennsylvania.

The Debtor related that on Feb. 3, 2010, Lansdale Borough Council
authorized the Borough to undertake the design of a Wood Street
and Vine Street Connector Project contemplating, inter alia,
construction of the roadway connector between Vine Street and Wood
Street including widening of roadways and construction of sidewalk
improvements.

Lansdale Borough, in order to complete the Connector Project, must
acquire temporary construction easements and fee simple ownership
interests in certain portions of parcels of land adjacent to Wood
Street, Derstine Avenue, Susquehanna Avenue and Vine Street
extending from Main Street to South Broad Street, all within the
Borough.

In this relation, the Borough expressed that it is prepared to
file a declaration of taking.  The Borough has completed an
appraisal of the property to be condemned and is prepared to offer
the Debtor $7,400.

According to the Debtors, the property has no other value or use
by any third party and is not currently of material use or value
to them.  The project will result in improved "street-scape" along
Debtor's Derstine Avenue property line which will be beneficial to
Debtor's property value; and the Debtor has no objection to the
acquisition by the Borough or the price to be paid therefore.

                      About Journal Register

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

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

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

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

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

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

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

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

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


JOURNAL REGISTER: Panel Not Objecting to Revolving Lender's Liens
-----------------------------------------------------------------
Journal Register Company, et al., Wells Fargo Bank, N.A., in its
capacity as prepetition lender under the revolving loan agreement,
and the Official Committee of Unsecured Creditors providing that
the Committee would not raise objections to the validity of liens
and security interests of the prepetition revolving lender in the
prepetition collateral.  The parties agree that the prepetition
collateral won't include certain excluded assets, a list of which
is available for free at:
http://bankrupt.com/misc/JournalRegister_lenderstipulation.pdf

                      About Journal Register

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

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

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

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

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

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

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

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

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


K-V PHARMACEUTICALS Plan Outline Hearing Set for March 19
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on March 19, 2013 at 11:00 a.m., to
consider adequacy of the information in K-V Discovery Solutions,
Inc., et al.'s proposed Chapter 11 Plan.  Objections, if any, are
due 4 p.m. on March 7.

As reported in the TCR on Jan. 16, 2013, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reported the Debtors
filed a Chapter 11 reorganization plan where first-lien lenders
will receive 82% of the stock along with a $50 million second-lien
term loan.  A group of the lenders making a $85 million loan to
finance the plan will receive 15% of
the new stock.

The report noted that the percentage recovery for the creditors is
left blank in the draft disclosure materials filed along with the
plan.  The plan is supported by holders of 78% of the $225 million
in senior secured notes, according to the disclosure statement.

According to the report, holders of $200 million in convertible
notes are to have 3% of the new stock along with the ability to
purchase more stock in a $20 million rights offering at a price
related to full payment of the senior notes.  General unsecured
creditors are being offered $1 million cash to divide among
themselves.

Senior and subordinated bonds have soared in price since October.

The first-lien notes last traded on Jan. 7 for 91 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The secured notes are up
138% since Oct. 9.

                     About K-V Pharmaceutical

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

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

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

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.

The Plan provides that in full satisfaction, settlement, release.


KPG INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: KPG Investments LLC
        1200 Glynn Avenue, Suite 7
        Brunswick, GA 31520

Bankruptcy Case No.: 13-20172

Chapter 11 Petition Date: February 18, 2013

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Brunswick)

Debtor's Counsel: Paul A. Schofield, Esq.
                  THE SCHOFIELD LAW FIRM, P.C.
                  P.O. Box 389
                  Brunswick, GA 31521
                  Tel: (912) 275-7018
                  Fax: (912) 275-7019
                  E-mail: cmecf@schofieldlawfirm.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Keith A. Graversen, owner.


LAND HOLDINGS: Moody's Rates Proposed $162.5-Mil. Term Loan 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Land Holdings I, LLC. A B3 was also assigned to the company's
proposed $162.5 million 7-year term loan while a Ba3 was assigned
to its proposed $10 million 5-year super priority revolver.
Moody's also assigned a Caa1-PD Probability of Default Rating. The
rating outlook is stable.

This is the first time Moody's has assigned a rating to Land
Holdings.

Land Holdings was formed for the purpose of owning the license to
develop a new casino in Biloxi, Mississippi. The company began
construction of Scarlett's Pearl Casino Resort located in
D'Iberville, MS in December 2012. Land Holdings is 100% owned by
Robert A. Granieri. Total project costs are about $285 million and
the planned opening is September 2014.

New ratings assigned:

  Corporate Family Rating at B3

  Probability of Default Rating at Caa1-PD

  $162.5 million proposed senior secured term loan at B3 (LGD 3,
  37%)

  $10.0 million proposed super priority revolver at Ba3 (LGD
  1,1%)

  Stable rating outlook

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

Ratings Rationale:

Land Holdings' B3 Corporate Family Rating reflects the start-up
nature of the company's single asset casino project and the risks
related to existing and potential new competition. Mississippi is
an unlimited license jurisdiction, and as a result, there are no
significant barriers to entry for new competition. Also considered
is that the sole owner of and equity contributor to Land Holdings
has no prior casino ownership or operating experience.

Positive rating consideration is given to the significant cash
equity contribution to the project, at about 36% of total project
costs. Also considered is Moody's expectation that the project
will generate EBITDA in the range of $34 million to $42 million,
more than enough to cover the company's fixed charges, and
debt/EBITDA after the first full year of operations of between 4.3
times and 5.3 times.

Along with the significant cash equity contribution, Moody's also
views Land Holdings' attractive casino location as a key rating
driver. Scarlett's Pearl Casino Resort will be the first gaming
facility in the Biloxi market encountered by patrons driving to
the area from Interstate 110. Additionally, Land Holdings' has
very good liquidity. The proposed debt financing and remaining
cash equity contribution will fully fund the remaining project
costs, including an interest reserve on the term loan that will
prefund interest payments, and fund the first interest payment
scheduled after the project opens.

Land Holdings' Caa1-PD Probability of Default Rating is one-notch
lower than the company's B3 Corporate Family Rating. This
difference reflects the company's all bank capital structure and
the utilization of a higher than average family recovery rate of
65%. The all bank capital structure, which in Moody's view gives
lenders a better ability to take prompt action if Land Holdings
credit profile deteriorates, thereby providing greater-than-
average recovery values.

The stable rating outlook reflects the fully funded nature of Land
Holdings' casino project along with the credit support provided by
a cash funded interest reserve and various cash funded
contingencies. In addition, the stable outlook acknowledges that
there will be a disbursement agreement and guaranteed maximum
price contract in effect. The stable outlook also reflects Moody's
current view that Scarlett's Pearl Casino Resort will ramp up at a
level and pace that will be more than enough to cover Land
Holding's debt service requirement during the first year of
operations.

Land Holdings' ratings could be downgraded prior to opening if
there is any event that causes a delay in Scarlett's Pearl Casino
Resort's opening or if total project costs substantially exceed
what is currently budgeted. Ratings could also be lowered if it
appears that market conditions are changing in a manner that would
make it difficult for Land Holdings to achieve targeted business
volumes and cover its fixed charges.

A higher rating is not likely over the near-term given the
development status of Scarlett's Pearl Casino Resort and
prospective nature of the rating. A higher rating would require
that the casino open on time and on budget, and if it appears
likely that recurring EBITDA minus capital expenditures to total
interest expense will exceed 1.0 time and if debt/EBITDA of 4.5
times can be achieved and maintained over the longer-term.

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


LCI HOLDING: Committee Hires Pachulski Stang as Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of LCI Holdings Company, Inc, et al., to retain Pachulski
Stang Ziehl & Jones LLP as its counsel.

The hourly rates of PSZJ's personnel are:

         Partners                        $525 - $975
         Of Counsel                      $495 - $745
         Associates                      $395 - $495
         Paralegals                      $185 - $275

The professionals and paralegals designated to represent the
Committee and their standard hourly rates are:

         Laura Davis Jones                   $955
         Bradford J. Sandier                 $695
         James B. O'Neill                    $675
         Peter J. Keane                      $395
         Lynzy McGee                         $275

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

                          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% 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.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LCI HOLDING: FTI Okayed as Committee's Financial Advisor
--------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized the Official Committee of Unsecured
Creditors in the Chapter 11 cases of LCI Holdings Company, Inc, et
al., to retain FTI Consulting, Inc. as financial advisor

The Committee said that it needs the services of FTI to assess and
monitor the efforts of the Debtors and their professional advisors
to maximize the value of their assets.

The hourly rates of FTI's personnel are:

         Senior Managing Directors             $790 - $895
         Directors/Managing Directors          $570 - $755
         Consultants/Senior Consultants        $290 - $540
         Administrative/Paraprofessionals/
           Associates                          $120 - $235

Steven Simms, senior managing director with FTI, assures the Court
that the firm does not hold or represent any interest adverse to
the estate.

                          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% 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.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LCI HOLDING: Meeting of Creditors Continued Until March 12
----------------------------------------------------------
The U.S. Trustee for Region 3 continued until March 12, 2013, at
9:30 a.m. the meeting of creditors in the Chapter 11 cases of LCI
Holding Company, Inc., et al.  The meeting will be held at J.
Caleb Boggs Federal Building, 844 King St., Room 5209, Wilmington,
Delaware.

The meeting of creditors was originally slated for Jan. 24.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a bankrupt company's representative under oath about its
financial affairs and operations that would be of interest to the
general body of creditors.

                          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% 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.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LEHMAN BROTHERS: To Make Third Payment to Creditors April 4
-----------------------------------------------------------
Lehman Brothers Holdings Inc. said it will make a third payment
to creditors under its $65 billion payout plan on April 4.

The company, which has already paid half of the $65 billion it
aims to pay by 2016 or so, did not disclose how much creditors
will be paid in the third distribution.

In order to receive payment, creditors have to submit documents,
including an Internal Revenue Service tax form and certification
pertaining to Office of Foreign Assets Control compliance, by
March 8.  Lehman won't recognize any transfer of claims recorded
on the claims register after February 23, 2013.

In its initial distribution on April 17, 2012, Lehman paid $22.5
billion to creditors.  Its creditors received $10.208 billion
while creditors of its commercial paper unit received $3.235
billion.  Lehman paid $10.2 billion in the second distribution on
October 1.  More than $6.75 billion was paid to its creditors
while more than $2.51 billion went to creditors of the commercial
paper unit.

Lehman had said it intends to raise $53 billion through 2016 or
so to pay an average of 18 cents on the dollar on final claims of
$300 billion.

The company also has been whittling down some claims that would
potentially add cash for payment to creditors.  In November 2012,
the company agreed to sell Archstone Enterprise LP in a $6.5
billion cash and stock deal.

Under the deal, Lehman will receive nearly $2.69 billion in cash
plus 34.5 million shares of Equity Residential's stock and
14.9 million shares of AvalonBay Communities Inc.'s stock that
are worth about $3.8 billion combined.

Lehman's payout plan, which treats creditors of its subsidiaries
better than its own creditors, was confirmed by the U.S.
Bankruptcy Court for the Southern District of New York in
December 2011.  Early last year, the company emerged from
bankruptcy protection.

                    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.  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.


LEHMAN BROTHERS: Wants to Compel London Whale Testimony
-------------------------------------------------------
Lehman Brothers Holdings Inc. wants to question the JPMorgan
Chase & Co. trader known as the "London Whale" in connection with
its $8.6 billion lawsuit against the bank, Reuters reported.

In a court filing, Lehman and a committee of its unsecured
creditors said months of disclosures about the trader, Bruno
Iksil, suggest that he played a "greater role" than previously
thought in the events underlying the lawsuit.  They asked U.S.
Bankruptcy Judge James Peck for permission to ask French
authorities to compel Mr. Iksil's testimony, Reuters reported.

Mr. Iksil's "practice of intentional mismarking" of trades
warranted an inquiry into trades he oversaw that led to an
"unjustified multimillion-dollar collateral call" on September 9,
2008, according to the court filing.

Mr. Iksil worked for JPMorgan in London and is no longer employed
by the New York-based bank.

Lehman sued JPMorgan in early 2010 to recover billions of dollars
that the bank allegedly seized as collateral.  The excessive
collateral demanded by JPMorgan, which served as Lehman's main
clearing bank in the 2008 financial crisis, allegedly drove the
company into bankruptcy.

The case is Lehman Brothers Holdings Inc. v. JPMorgan Chase Bank
NA, 12-01874, U.S. Bankruptcy Court, Southern District of New
York (Manhattan).

                    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.  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.


LEHMAN BROTHERS: $91.2-Mil. Reserve for US Airways Claim Okayed
---------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a $91.2 million
reserve for US Airways Inc.'s claim against Lehman Brothers
Holdings Inc.

US Airways filed a $564.7 million claim against the company,
which stemmed from its purchase of securities made through former
employees of Lehman's brokerage.

Lehman previously challenged the filing of US Airways' claim,
saying it should not be held liable for claims that arose from
deals involving groups or companies that did not file for
bankruptcy protection.

Last month, Lehman withdrew its request for court approval of a
$200 million reserve for Essex Equity Holdings USA LLC's $1.2
billion claim.

The request was filed on January 15 as part of the company's
effort to implement its $65 billion payout plan, which the
bankruptcy court approved in December 2011.

                    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.  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.


LEVEL 3: Loomis Sayles Discloses 4.8% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Loomis Sayles & Co., L.P., disclosed that, as
of Dec. 31, 2012, it beneficially owns 11,125,542 shares of common
stock of Level 3 Communications Inc. representing 4.86% of the
shares outstanding.  Loomis Sayles previously reported beneficial
ownership of 11,460,100 commmon shares or a 5.23% equity stake as
of Oct. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/3SFAef

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed
$13.21 billion in total assets, $12.01 billion in total
liabilities, and $1.20 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.

In the July 20, 2012, edition of the TCR, Moody's Investors
Service affirmed Level 3 Communications, Inc.'s corporate family
and probability of default ratings at B3.  The Company's B3
ratings are based on expectations that net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.

Level 3 carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


LEVEL 3: Southeastern Asset Discloses 21.6% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 14, 2013, Southeastern Asset
Management, Inc., and its affiliates disclosed that they
beneficially own 47,121,339 shares of common stock of
Level 3 Communications, Inc., representing 21.6% of the shares
outstanding.  Southeastern Asset previously reported beneficial
ownership of 44,150,956 common shares or a 20.8% equity stake as
of Feb. 6, 2012.  A copy of the amended filing is available at:

                       http://is.gd/a3WFFB

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed
$13.21 billion in total assets, $12.01 billion in total
liabilities, and $1.20 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.

In the July 20, 2012, edition of the TCR, Moody's Investors
Service affirmed Level 3 Communications, Inc.'s corporate family
and probability of default ratings at B3.  The Company's B3
ratings are based on expectations that net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.

Level 3 carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


LEVEL 3: V. Prem Watsa Discloses 7% Equity Stake at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, V. Prem Watsa and its affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 15,708,872 shares
of common stock of Level 3 Communications, Inc., representing 7.1%
of the shares outstanding.  V. Prem previously reported beneficial
ownership of 15,708,920 common shares or a 7.6% equity stake as of
Dec. 31, 2011.  A copy of the filing is available for free at:

                        http://is.gd/u171uZ

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed
$13.21 billion in total assets, $12.01 billion in total
liabilities, and $1.20 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.

In the July 20, 2012, edition of the TCR, Moody's Investors
Service affirmed Level 3 Communications, Inc.'s corporate family
and probability of default ratings at B3.  The Company's B3
ratings are based on expectations that net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.

Level 3 carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


LSP ENERGY: Has Until April 21 to Solicit Acceptances of Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware extended LSP Energy Limited
Partnership, et al.'s exclusive period to solicit acceptances of
its Plan of Liquidation until April 21, 2013.  The Bankruptcy
Court has scheduled a March 25 confirmation hearing for the
approval of the Debtors' Plan, which projects a recovery of 32%
for holders of $42.9 million in unsecured claims.

                         About LSP Energy

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

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

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

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

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


MC2 CAPITAL: Court Rules on Committee's Claim Objections
--------------------------------------------------------
Judge Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California entered a ruling on February 14,
2013, granting in part and denying in part, a motion for summary
judgment filed by the Official Unsecured Creditors' Committee in
In re MC2 Capital Partners, LLC, Debtor(s), No. 11-14366.

Many of MC2's vendors hold claims against the estate for contract
work performed between 2008 and 2011. Included in those vendors
are Paramount Scaffold, Verrips Construction, RV Stitch
Construction and Stitch Construction, all of which filed actions
against Thomas Monahan -- the Debtor's president, managing member
and responsible individual in bankruptcy -- or one of his entities
to collect on debts owed by MC2.  Mr. Monahan is a principal or
controls several other business entities, including Monahan
Pacific Construction Corporation, Monahan Pacific Corporation and
Shaw Capital Partners, LLC.

Mr. Monahan settled the actions by agreeing to pay the creditors
lesser amounts than the full amount of their claims.  As part of
the settlement, the claims of the creditors were transferred to
Shaw, which was not itself a defendant in the actions.

On February 23, 2012, RV Stitch assigned its claim to Shaw in
exchange for $20,000 and Stitch assigned its claim to Shaw for
$15,000.  On April 5, 2012, Shaw, as assignee, filed two proofs of
claim: #32 on behalf of RV Stitch Construction for $94,740.89 and
#33 on behalf of Stitch Construction for $21,711.20.  On May 25,
2012, Paramount assigned its $60,716.44 claim to Shaw for an
undisclosed amount, and Verrips assigned its $7,195 claim to Shaw
for an undisclosed amount.  On June 25, 2012, Shaw filed two
notices of the transfer of Paramount's $60,716.14 claim and of
Verrip's $7,040 claim to Shaw.  Shaw's claims total $184,363.53,
for which it paid $35,000 plus the undisclosed amounts for the
Paramount and Verrips claims.

The Official Unsecured Creditors' Committee objected to each of
Shaw's claims based on various grounds, including Paramount's and
Verrip's failure to file a proof of claim, the general failure to
set forth adequate evidence of a claim, and general set-off rights
held by MC2 for inadequate or incomplete work by the vendors. The
Committee has moved for summary judgment on the four objections;
Shaw opposes.

Judge Jaroslovsky agrees with the Committee in one respect only:
Shaw's claims are limited to the amount actually paid.  The Court
rejected the Committee's argument that "the claims should be
disallowed because the assignment by which Shaw acquired the
claims of the original vendors explicitly released any claims or
rights originally held against MC2" as making no sense.

"[T]he motion for summary judgment will be granted in part, and it
shall be deemed without controversy in further proceedings that
the claims assigned to Shaw may be allowed at most in the amount
paid to the transferor. In all other respects, the motion will be
denied," Judge Jaroslovsky ruled.

A copy of the Bankruptcy Court's February 14, 2013 Memorandum is
available at http://is.gd/qY7CXBfrom Leagle.com.

                   About MC2 Capital Partners

MC2 Capital Partners, LLC, is a single purpose entity formed to
build and develop an 82-unit multi-family residential project in
San Rafael, California.

MC2 filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No.
11-14366) on Dec. 1, 2011.  Judge Alan Jaroslovsky presides over
the case.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.

The Debtor's manager is Monahan Pacific Corporation.  Thomas
Monahan -- an officer and director of Monahan Pacific Corporation
and the holder of 95% of the LLC equity interests in the Debtor --
signed the petition.  He has been appointed as responsible
individual for the Debtor.


MDU COMMUNICATIONS: Incurs $137,000 Net Loss in Fiscal Q1
---------------------------------------------------------
MDU Communications International, Inc., reported a net loss of
$136,503 on $6.0 million of revenue for the three months ended
Dec. 31, 2012, compared with a net loss of $2.0 million on
$6.9 million of revenue for the prior fiscal period.

The Company's balance sheet at Dec. 31, 2012, showed $18.1 million
in total assets, $30.9 million in total liabilities, and a
stockholders' deficit of $12.8 million.

"Based on current projections, the Company does not expect its
available cash, estimated revenues and remaining Credit Facility
to be sufficient to cover liquidity needs for the next twelve
months.  Without additional funding sources, proceeds from asset
sales, or a merger, the Company forecasts that its available
capital will be depleted sometime during its second fiscal quarter
2013.  Additionally, the Company will be facing maturity and
repayment of its Credit Facility on June 30, 2013."

A copy of the Form 10-Q is available at http://is.gd/0lXaxr

                     About MDU Communications

Totowa, N.J.-based MDU Communications International, Inc., is a
national provider of digital satellite television, high-speed
Internet, digital voice and other information and communication
services to residents living in the United States multi-dwelling
unit ("MDU") market -- estimated to include 26 million residences.

                          *     *     *

As reported in the TCR on Dec. 27, 2012, CohnReznick LLP, in
Roseland, New Jersey, expressed substantial doubt about MDU's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses,
has a working capital deficit, and an accumulated deficit of
$75 million at Sept. 30, 2012.  They also noted that the Company's
$30 million Credit Facility matures on June 30, 2013.

MEDIA HOLDCO: S&P Assigns 'B+' CCR; Rates $50MM Facility 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Media Holdco L.P., the
majority owner of ION Media Networks Inc., its 'B+' corporate
credit rating.  S&P rates the two entities on a consolidated
basis.  The outlook is stable.

In addition, S&P assigned ION Media Networks' $50 million five-
year revolving credit facility its 'BB' issue-level rating (two
notches higher than the 'B+' corporate credit rating), with a
recovery rating of '1', indicating S&P's expectation for very high
(90% to 100%) recovery for lenders in the event of a payment
default.  The revolving credit facility will be used for general
corporate purposes and is expected to be undrawn at the time of
closing.

S&P also assigned Media Holdco's $255 million 5.5-year term loan B
S&P's 'BB-' issue-level rating (one notch higher than the 'B+'
corporate credit rating), with a recovery rating of '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
in the event of a payment default.  The proceeds from the term
loan will be used to buy out two of the three owners of Media
Holdco L.P.  Following the transaction, Black Diamond Capital
Management will be the sole owner of Media Holdco, which currently
owns an 87% equity stake in ION Media Networks.

"The 'B+' rating on Media Holdco reflects our view of ION
Television's modest ratings, minimal original programming, above-
average use of infomercials, and limited track record since its
last restructuring," said Standard & Poor's credit analyst Daniel
Haines.

These factors underpin S&P's view of the business profile as
"weak."  S&P regards the company's financial risk profile as
"aggressive" due to its private-equity ownership and modest
leverage.  The final pricing on the new term loan was higher than
the proposed pricing, and pro forma interest coverage and
discretionary cash flow are slightly below S&P's initial
expectations.  Pro forma for the transaction, lease-adjusted debt
to EBITDA is 2.7x and lease-adjusted EBITDA coverage of interest
is 4.7x (S&P do not add back to EBITDA stock compensation that is
only payable in cash).  Pro forma EBITDA coverage of cash interest
is 6.6x.  S&P views the company's management and governance as
"fair."

ION Media owns and operates 60 UHF TV broadcast stations,
including stations in all of the top 20 markets in the U.S.  The
company's flagship network, ION Television, has extensive reach,
covering 100 million homes, largely through cable system carriage.
ION Television must be carried by cable and satellite providers in
markets where ION has a TV station.  Its "must carry" election
under FCC rules means that it foregoes compensation in order to
obtain carriage.  Cable systems have often chosen to carry it in
markets where it does not have a station, subject to a negotiated
percentage of ad revenue or inventory.  In the past, the company
generated the majority of its revenue from infomercials.  Over the
last couple years, the company has increased the amount of
programming it airs, and now programs around 16 hours per day.
Programming consists mainly of off-broadcast network and off-cable
network shows, often in their second run, and original programming
is limited.  The company has been successful in raising
advertising rates but S&P believes it will be difficult to
continue to do so.  ION Television is also vulnerable to ongoing
ratings erosion affecting broadcasting and cable networks.  S&P
views the lack of original programming as an obstacle to
generating subscription fees and growing advertising rates.


MEDIA GENERAL: P. Troob Holds 6% Class A Shares at Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Peter J. Troob and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 1,830,353 shares
of Class A Common Stock of Media General, Inc., representing 6.7%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/NTdWAr

                        About Media General

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

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

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

                           *     *     *

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

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

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


MERRILL COMMUNICATIONS: Moody's Rates New $390-Mil. Loan '(P)B1'
----------------------------------------------------------------
Moody's Investors Service assigned a provisional Corporate Family
Rating of (P)B3 to Merrill Communications LLC (New), and
provisional ratings of (P)B1 to the proposed $390 million senior
secured term loan and (P)Ba3 to the proposed $30 million senior
secured first-out revolving credit facility. The proposed term
loan and revolver are expected to be issued following an
anticipated debt restructuring. Moody's expects to assign a
Probability of Default Rating of B3-PD to Merrill upon close of
the transaction. The ratings outlook is stable.

Moody's expects to convert the provisional ratings to definitive
ratings upon the close of the restructuring transaction,
contingent upon the receipt and review of final documentation. The
restructuring will likely be viewed by Moody's as a default on the
existing second-lien debt, and as a result, the PDR of Merrill
Corporation (reflecting the pre-restructuring capital structure)
will likely be lowered to D-PD upon closing.

If implemented as proposed, the anticipated restructuring will put
in place a longer term capital structure with improved liquidity,
including significantly reduced cash interest payments and the
elimination of sizeable restructuring-related fees going forward.
However, Merrill's credit metrics (including the proposed HoldCo
notes) will remain essentially unchanged, with pro-forma
debt/EBITDA in the mid-5 times and interest coverage in the mid-1
times (EBITDA-CapEx)/interest expense (including cash and PIK
interest) as of October 31, 2012. Excluding the proposed HoldCo
notes, leverage will be in the high-3 times debt/EBITDA, and cash
interest coverage in the high-2 times on a pro-forma basis.

Under the terms of the restructuring transaction, proceeds from
the proposed $390 million senior secured term loan and
approximately $42 million of balance sheet cash are expected to
repay in full the existing $374 million first lien term loan, $33
million revolver borrowings, accrued interest and transaction
expenses. The revolver and term loan are expected to be secured by
substantially all of Merrill's assets, to benefit from upstream
guarantees by all domestic subsidiaries and to have maximum total
leverage and minimum interest coverage covenants. The revolver
will have a priority claim relative to the term loan with respect
to the application of proceeds of all of the collateral and
guarantees and consequently is ranked ahead of the term loan in
Moody's priority of claims waterfall.

The existing $227 million second lien term loan (inclusive of
accrued interest) is expected to be converted into $227 million of
unsecured HoldCo PIK notes due 2023. The existing second-lien
holders will also receive 75% of the common equity in the post-
restructuring entity. The new senior secured credit agreement is
expected to restrict payment of interest on the HoldCo notes while
the senior secured debt is outstanding, however will allow for
redemption of HoldCo notes and payment of shareholder dividends in
an amount up to cumulative excess cash flow (as defined), as long
as on a pro-forma basis Merrill remains in compliance with
financial covenants and net senior leverage does not exceed 3.0
times. The agreement will also include a 75% excess cash flow
sweep. Separately, the HoldCo notes indenture is expected to
require redemption of PIK accrued interest 63 months after the
closing, and payment of cash interest following that date.

Ratings assignments:

Issuer: Merrill Communications LLC (New)

  Corporate Family Rating of (P)B3

  Proposed $30 million super-priority senior secured revolving
  credit facility due 2018 at (P)Ba3 (LGD1, 1%)

  Proposed $390 million senior secured term loan due 2018 at
  (P)B1 (LGD2, 27%)

  Stable ratings outlook

Moody's will withdraw all existing ratings of Merrill Corporation
and Merrill Communications LLC upon close of the transaction.

Ratings Rationale:

The provisional (P)B3 CFR reflects Merrill's relatively high
leverage and adequate interest coverage pro-forma for the
anticipated debt restructuring. The restructuring will not
materially change debt levels, and Merrill's debt/EBITDA
(including the proposed HoldCo notes), will remain in the mid-5
times range and interest coverage (including both cash and PIK
interest) will remain in the mid-1 times (EBITDA-CapEx)/interest
expense. However, Merrill will benefit from substantially improved
liquidity, due to meaningful free cash flow generation and long
term debt maturities. The rating also incorporates the dependence
of the company's earnings on volatile capital markets cycles and
its operations in the highly competitive transaction services,
legal and regulatory businesses, partially offset by Merrill's
strong position in the majority of its markets.

The stable outlook reflects Moody's expectations of steady near-
term operating performance and substantial improvement in cash
flow generation post-restructuring due in part to the expectation
of PIK interest on the holdco notes.

The ratings could be downgraded if Merrill's operating
performance, liquidity or market position deteriorate, or if
Moody's comes to expect that debt/EBITDA will be sustained above 6
times (including Moody's adjustments).

The ratings could be upgraded if Merrill steadily grows
profitability, demonstrates a commitment to debt reduction and
substantially improves credit metrics. A ratings upgrade will
likely require debt/EBITDA sustained below 4.5 times (including
Moody's adjustments) and a good liquidity position including
FCF/debt over 10%.

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

Merrill Communications LLC (New) provides document and data
management services, litigation support, branded communication
programs, fulfillment, imaging, and printing services to the
financial, insurance, legal, life sciences and other market
segments. The company generated revenue of approximately $832
million for the twelve months ended October 31, 2012.


METRO FUEL: Sells Assets, Hearing on Exclusivity Feb. 26
--------------------------------------------------------
Metro Fuel Oil Corp. received bankruptcy-court approval to sell
its assets to United Refining Energy Corp. for $27 million,
according to reporting by Stephanie Gleason at Dow Jones' DBR
Small Cap.

Meanwhile, the Bankruptcy Court entered a bridge order extending
Metro Fuel's exclusive plan proposal period until a hearing on the
Debtor's request for an extension.  A hearing for Feb. 26, 2013,
at 11:00 a.m., has been set.

The Debtors last month filed a motion to extend their exclusive
periods to (i) file a plan through and including April 25, 2013;
and (ii) solicit acceptances for that plan through and including
June 24, 2013, citing that they will use the requested extension
to complete the sale of their businesses, and then to develop and
build consensus for a feasible Chapter 11 plan.

The Official Committee of Unsecured Creditors supports the
"modest" extension of exclusivity.

                         About Metro Fuel

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

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

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

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

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.
On Feb. 15, 2015, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., and its assignees and designees for
the Base Purchase Price of $27,000,000, as adjusted prior to the
Closing, and as further adjusted by the payments contemplated by
Section 2.7(d) of the APA.


MF GLOBAL: Plan Proponents Seeks Delay of JPM Bid to Pursue Claim
-----------------------------------------------------------------
Creditors who co-proposed the Chapter 11 plan for MF Global
Holdings Ltd. asks U.S. Bankruptcy Judge Martin Glenn to postpone
consideration of JPMorgan Chase Bank, N.A.'s bid to prosecute
claims against MF Global Holdings on behalf of its finance unit.

As reported on Feb. 15 by the Troubled Company Reporter, JPMorgan
is asking for approval to prosecute MF Global Finance's claim
against the holding company in a bid to knock out a $928 million
claim against the finance unit.  If the claim falls, the
distribution to JPMorgan and other creditors of the finance unit
would significantly increase.  The bank arranged a March 6 hearing
for permission to sue.

In a Feb. 18 filing, the group asked Judge Glenn to postpone
consideration of JPMorgan's request until after the conclusion of
the April 5 hearing on the confirmation of MF Global's liquidation
plan.

The request "will be moot if the plan is confirmed because the
plan contemplates the settlement of the very claims that JPMorgan
seeks standing to challenge," the group said.

The group also asks Judge Glenn to set a tentative status
conference for the next available business day following the
conclusion of the confirmation hearing.

If JPMorgan's motion is not moot following the confirmation
hearing, the group proposed that the judge and the parties
establish a schedule at the status conference for discovery and a
hearing on the bank's request be rescheduled.  If the plan is
confirmed and JPMorgan's motion becomes moot, the motion should be
summarily denied, the group further said.

Judge Glenn will hold a hearing on March 6 to consider the
creditor co-proponents' request.

Louis Freeh, the Chapter 11 trustee for the MF Global holding
company, filed together with creditors a Chapter 11 plan that
predicts a recovery of 13.4% to 39.1% for holders of $1.134
billion in unsecured claims against the parent holding company.
Bank lenders would have the same recovery on their $1.148 billion
claim against the holding company.  The predicted recovery is
14.7% to 34% for holders of $1.19 billion in unsecured claims
against MF Global Finance USA Inc., one of the companies under the
umbrella of the holding company trustee. Bank lenders' claims
against the finance subsidiary are scheduled for the same
percentage recovery on their $1.148 billion claim.  The plan deals
only with creditors of the MF Global holding company, not with
customers and creditors of the brokerage.

The plan co-proponents include Deutsche Bank Securities Inc., an
affiliate of Citigroup Inc., Knighthead Master Fund LP, Royal Bank
of Scotland Plc, an affiliate of Blue Mountain Capital Inc. and
Waterstone Capital Management LP.

                          About MF Global

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

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

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

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

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

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


MF GLOBAL: To Present Plan for Confirmation on April 5
------------------------------------------------------
MF Global Holdings Ltd. and its affiliated debtors are now a step
closer to emerging from Chapter 11 protection after a bankruptcy
judge approved the outline of their proposed liquidation plan.

Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved today the disclosure statement,
which outlines the major provisions of MF Global's liquidation
plan.

In his five-page decision, Judge Glenn also gave MF Global the go-
signal to begin the solicitation of votes for the liquidation
plan.

MF Global needs to get a majority of votes in favor of the
liquidation plan and a court order confirming the plan to finally
emerge from bankruptcy protection.  The record date for holders of
MF Global claims who want to vote is Feb. 7 and the voting
deadline is March 25.  Creditors entitled to vote are required to
follow a process governing the solicitation of votes, which the
bankruptcy judge also approved in his February 19 order.

Judge Glenn will hold a hearing on April 5 to consider
confirmation of the liquidation.  Objections are due by March 25.

A copy of the court order and accompanying documents is available
for free at http://is.gd/8DbRBh

Judge Glenn last week told the liquidation plan's backers,
including the defunct firm's trustee and a group of banks and
hedge funds, their plan was not "confirmable" without changes to
key provisions protecting the creditor group from potential
lawsuits and allowing them to claim large amounts of fees and
expenses.  The group's lawyer assured the judge he would deal with
the "showstoppers," as the judge called them, according to a
February 19 report by Bloomberg News.

New York-based JPMorgan Chase & Co., an MF Global creditor and
arranger of a $1.2 billion loan, has said it remains opposed to
the proposed liquidation plan, Bloomberg News reported.

The liquidation plan was drawn up by banks and hedge funds
including Citigroup Global Markets Inc. and Silver Point Capital
LP, and revised with the MF Global parent's trustee, Louis Freeh.

The disclosure statement predicts a recovery of 13.4% to 39.1% for
holders of $1.134 billion in unsecured claims against the holding
company.  Bank lenders would have the same recovery on their
$1.148 billion claim against the holding company.  The predicted
recovery is 14.7% to 34% for holders of $1.19 billion in unsecured
claims against MF Global Finance USA Inc.  Bank lenders' claims
against the finance subsidiary are scheduled for the same
percentage recovery on their $1.148 billion claim.

                          About MF Global

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

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

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

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

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

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


MGM RESORTS: Janus Capital Discloses 7.7% Equity Stake at Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Janus Capital Management LLC disclosed that,
as of Dec. 31, 2012, it beneficially owns 37,445,220 shares of
common stock of MGM Resorts International representing 7.7% of the
shares outstanding.  Janus Capital previously reported beneficial
ownership of 47,560,483 common shares or a 9.7% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:


                        http://is.gd/dYoZjU

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

MGM's balance sheet at Sept. 30, 2012, showed $27.83 billion in
total assets, $18.56 billion in total liabilities, and
$9.26 billion in total stockholders' equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MGM RESORTS: Paulson & Co. Discloses 7.7% Equity Stake at 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 beneficially owns 37,645,600 shares of common
stock of MGM Resorts International representing 7.7% of the shares
outstanding.  Paulson & Co. previously reported beneficial
ownership of 37,417,600 common shares or a 7.65% equity stake as
of Dec. 31, 2011.  A copy of the amended filing is available at:

                       http://is.gd/cQnU4b

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

MGM's balance sheet at Sept. 30, 2012, showed $27.83 billion in
total assets, $18.56 billion in total liabilities, and
$9.26 billion in total stockholders' equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MOORE FREIGHT: Feb. 28 Set as General Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
established Feb. 28, 2013, as the deadline for any individual or
entity to file proofs of claim arising prepetition against Moore
Freight Service and G.R.E.A.T. Logistics.

The Court also set March 27 as the governmental units bar date.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MPG OFFICE: Appaloosa Discloses 7% Equity Stake at Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Appaloosa Management L.P. and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
4,099,174 shares of common stock of MPG Office Trust, Inc.,
representing 7.17% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/f0bDBO

                      About MPG Office Trust

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

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

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

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


MPG OFFICE: HG Vora Holds 7.9% Equity Stake as of Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, HG Vora Special Opportunities Master Fund,
Ltd., and its affiliates disclosed that, as of Dec. 31, 2012, they
beneficially own 4,521,500 shares of common stock of MPG Office
Trust, Inc., representing 7.9% of the shares outstanding.  HG Vora
previously reported beneficial ownership of 3,089,700 common
shares or a 6.09% equity stake as of Aug. 6, 2012.  A copy of the
amended filing is available for free at http://is.gd/YFgJLq

                      About MPG Office Trust

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

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

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

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


MPG OFFICE: DW Investment Discloses 8.1% Equity Stake at Dec. 31
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, DW Investment Management, LP, and DW Investment
Partners, LLC, disclosed that, as of Dec. 31, 2012, they
beneficially own 4,625,267 shares of common stock of MPG Office
Trust, Inc., representing 8.1% of the shares outstanding.  A copy
of the filing is available at http://is.gd/8dmPko

                       About MPG Office Trust

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

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

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

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


OCALA FUNDING: Plan Outline Hearing Set for March 6
---------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida will convene a hearing on March 6, 2013, at
10:30 a.m. to consider adequacy of the information in the
disclosure statement explaining Ocala Funding, LLC's proposed
Chapter 11 plan.  Objections, if any, are due seven days before
the date of the hearing.

As reported in the Troubled Company Reporter on Feb. 7, 2013, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtor filed a proposed Chapter 11 plan to implement an
agreement reached before bankruptcy in July by holders of almost
all of Ocala's $1.5 billion in secured and $800 million in
unsecured claims.

According to the report, the plan will create a trust to prosecute
lawsuits on behalf of creditors with more than $2.5 billion in
claims.  The explanatory disclosure statement will come up for
approval at a March 6 hearing in U.S. Bankruptcy Court in
Jacksonville, Florida.  Once disclosure materials are approved,
creditors can vote on the plan.

Ocala, the report related, said creditors' recoveries will flow
from "complex causes of action against large financial
institutions and/or government sponsored entities."  Ocala said it
intends to sue Federal Home Loan Mortgage Corp. to recover $805
million in alleged fraudulent transfers.

Ocala's principal creditors include Deutsche Bank AG, with a claim
of $1.16 billion; BNP Paribas Mortgage Corp., owed $463.3 million;
and Federal Deposit Insurance Corp., with a claim of
$898.9 million.  There is only $17.5 million in secured claims to
be paid.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OCWEN LOAN: Fitch Assigns 'B/RR4' Rating to $1.3BB Term Loan
------------------------------------------------------------
Fitch Ratings has assigned a long-term Issuer Default Rating (IDR)
of 'B' to Ocwen Loan Servicing, LLC and 'B/RR4' ratings to OLS'
proposed $1.3 billion senior secured term loan (term loan). OLS is
the primary operating company and wholly-owned subsidiary of OCN,
a provider of mortgage servicing and asset management services.

Rating Action Rationale

The 'B' ratings reflect the guaranty provided to OLS by Ocwen
Financial Corporation and its subsidiaries (rated 'B' by Fitch)
for the due and punctual payment in full of amounts due under its
obligations and the modest impact of the term loan issuance on
OCN's overall leverage. The Recovery Rating of 'RR4' reflects
average recovery prospects in a distressed scenario based upon
collateral coverage for the term loan. The term loan is secured by
a first priority security interest in all unencumbered assets of
the company and a pledge of the capital stock of all current and
future subsidiaries. Consistent with OCN's IDR, the ratings of OLS
have also been placed on Rating Watch Negative.

The proceeds of the issuance are expected to finance OLS'
acquisition of mortgage servicing advances and assets from
Residential Capital, LLC (ResCap), pay certain fees and expenses
in connection with the ResCap transaction, and to refinance OLS'
existing $314 million senior secured term loan. The issuance of
the term loan coincided with the closing of the ResCap
transaction, which occurred on Feb. 15, 2013.

Fitch expects the $1.3 billion term loan will modestly increase
OCN's overall leverage on a pro forma basis and will have a
marginal impact to OCN's credit profile in the medium-term.
Operating cash flow, mandatory repayment features under the term
loan and voluntary prepayments by OCN is expected to repay the
term loan within the next two to three years.

Fitch downgraded and placed the ratings of OCN on Rating Watch
Negative on Nov. 8, 2012 following the announcement of its $3
billion joint winning bid to purchase the servicing portfolio of
ResCap in bankruptcy. This followed OCN's announced acquisition of
Homeward Residential Holdings, Inc. (Homeward) for $750 million on
Oct. 3, 2012. The downgrade reflected Fitch's view that OCN's
broader acquisition strategy and increased willingness to assume
direct or indirect leverage indicated an increased level of credit
risk. OCN closed the Homeward transaction on Dec. 27, 2012.

Due to OCN's close operating and strategic relationship with Home
Loan Servicing Solutions, LLC (HLSS), Fitch views any positive
impact from OCN's deleveraging through sales to HLSS to be
constrained due to the shifting of balance sheet leverage to a
related affiliate, on which a significant portion of its future
subservicing revenue will be dependent. Fitch views HLSS as
important to OCN's overall strategy to migrate to a 'capital
light', fee-for-servicing model and OCN is expected to remain the
primary source of portfolio assets for HLSS in the medium-term. To
date, HLSS has purchased from OCN $3.2 billion of advance
receivables under an unpaid principal balance (UPB) of $82.7
billion since its initial public offering in March 2012. HLSS
expects OCN's purchase of Homeward and ResCap's servicing
portfolios will add an additional $120 billion of UPB to its
purchase pipeline.

Susbidiary and Affiliated Company Rating Drivers and Sensitivities

OLS is the primary operating company and wholly-owned subsidiary
of OCN. Its IDRs are aligned because of the irrevocable and
unconditional guaranty provided by OCN and its subsidiaries.
Therefore, the ratings are sensitive to the same factors that
might drive a change in OCN's IDR.

Rating Drivers and Sensitivities - IDRS AND TERM LOAN

The resolution of the Rating Watch will be evaluated based upon
OCN's ability to integrate the Homeward, ResCap and any potential
other near-term acquisitions with minimal impact to revenue and
cash flow generation and service disruptions. The ratings could be
affirmed if OCN is able to maintain sufficient liquidity and
funding flexibility over an extended period of time and reduce
balance sheet leverage to pre-acquisition levels in the context of
OCN and HLSS as combined entities.

Conversely, the ratings could be downgraded further due to a
material reduction in revenues and cash flow generation caused by
a material change in OCN's cost structure resulting from
integration, legal and regulatory risks. The Recovery Ratings of
the term loan are also sensitive to changes in collateral values
and advance rates under secured borrowing facilities, which
ultimately impact the level of available asset coverage. Should
future acquisitions resulting in a significant increase in balance
sheet leverage over and above Fitch's expectations for the current
rating level, this could also result in negative rating actions.

Fitch has assigned these ratings:

Ocwen Loan Servicing, LLC
-- Long-term IDR 'B'; Rating Watch Negative;
-- Senior secured term loan 'B/RR4'; Rating Watch Negative.


OMTRON USA: Has Court Okay to Hire Fox Rothschild as Attorney
-------------------------------------------------------------
Omtron USA, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Fox
Rothschild LLP as its attorney to provide legal advice with
respect to the Debtor's powers and duties as debtor-in-possession
in the management of its property and administration of its
estate.  Fox Rothschild will charge on an hourly basis for its
legal services in accordance with its ordinary and customary
rates.

                       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.  The Debtor disclosed
$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 Nexsen Pruet as Local Counsel
-----------------------------------------------------
Omtron USA, LLC, sought and obtained authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Nexsen
Pruet, PLLC, as local counsel.

The Debtor is a limited liability company organized and existing
under the laws of Delaware with a principal place of business in
Chatham County, North Carolina.  The Debtor told the Court that it
is necessary for the Debtor to be represented by local counsel in
the performance of duties imposed upon it in the bankruptcy
proceedings to:

      a. assist in its investigation and examination of contracts,
         loans, leases, financing statements, and other related
         documents;

      b. advise the Debtor in the administration of its bankruptcy
         estate pursuant to the Local Bankruptcy Rules;

      c. advise the Debtor regarding the North Carolina law;

      d. assist the Debtor in proposing a plan of reorganization
         or liquidation; and

      e. facilitate consummation of the Debtor's confirmed
         reorganization or liquidation plan.

To the best of the Debtor's knowledge, Nexsen Pruet has no
connection with the Debtor, its creditors, or any other parties-
in-interest or with any attorneys for them, except to the extent
Nexsen Pruet currently represents Verizon Wireless in various
unrelated matters and was contacted, but not retained or ordered,
to act as a receiver for the Debtor.

                       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 disclosed $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.


OTTAWA BUS: Webster Capital May Pursue Newbys' Loan Guaranties
--------------------------------------------------------------
Webster Capital Finance, Inc., is a Connecticut corporation that
provides financing to various business ventures.  Daniel Newby and
Thomacine Newby are residents of Kansas City, Missouri, who
operate Ottawa Bus Service, Inc., a Kansas corporation. On
February 19, 2002, Webster and Ottawa Bus entered into a Master
Loan and Security Agreement, which provided the terms under which
Webster would subsequently provide financing to Ottawa Bus for the
purchase of buses and other equipment.  On February 26, 2002, the
Newbys each executed identical documents entitled, "Continuing
Guaranty," in which they agreed to pay any and all of Ottawa Bus's
indebtedness in the event of its bankruptcy or default under the
Master Loan Agreement. Since that time, Wesbter and Ottawa Bus
have entered into numerous loan schedules for the purchase of
buses and equipment.

On May 15, 2012, Webster filed the case captioned WEBSTER CAPITAL
FINANCE, INC., f/k/a CENTER CAPITAL CORPORATION, Plaintiff, v.
DANIEL NEWBY, et al., Defendants, Case No. 12-2290-EFM, (D. Kan.),
asserting that the Newbys have improperly refused to honor their
personal guaranties upon Ottawa Bus's bankruptcy and alleged
default under the Master Loan Agreement.

Ottawa Bus filed a voluntary petition for Chapter 11 on November
22, 2010. On June 20, 2012, the bankruptcy court confirmed Ottawa
Bus's Amended Plan of Reorganization, which identifies Webster as
a secured creditor and provides for payment of Ottawa Bus's
principal indebtedness, contract interest, and an allowance for
costs under the Master Loan Agreement. Both the original and
Amended Plan included Section 10.02, which provides, "All secured
claimants are prohibited from seeking redress under any personal
guaranty from Daniel Newby and/or Thomacine Newby as long as
Debtor is not in default under this Plan, and any pending suit or
action shall be dismissed without prejudice."

The Newbys now argue that WEBSTER CAPITAL FINANCE, INC. v. NEWBY
should be consolidated with the Ottawa Bus bankruptcy case, or in
the alternative, stayed pending completion of Ottawa Bus's
payments to Webster under its Amended Plan.  The Newbys also seek
dismissal, sanctions, and attorneys' fees, arguing that Webster
maliciously filed a frivolous Complaint after the bankruptcy court
confirmed the Amended Plan, which prohibits any action to enforce
the Newbys' guaranties.  Webster opposes each of the Newbys'
motions, and has filed a motion to strike their jury demand
pursuant to a jury waiver clause in the Newbys' personal
guaranties.

On February 14, 2013, District Judge Eric F. Melgren denied the
Newbys' Motion to Stay or Consolidate, saying Webster is entitled
to directly pursue the Newbys' guaranties; and consolidation will
not serve judicial economy and justice.

The Court also denied, without prejudice, Webster's Motion to
Strike the Newbys' Jury Demand.  Judge Melgren said there is no
evidence before the Court regarding whether the jury waiver
provision in the Newbys' personal guaranties was bargained for or
that it was mentioned in contract negotiations.  Webster failed to
carry its burden in showing that the jury waiver was voluntary, he
said.

Judge Melgren added that the Newbys failed to comply with Fed. R.
Civ. P. 11(c)(2) so their motion for sanctions and attorneys' fees
must be denied.

The Newbys' motion to dismiss the case as frivolous is likewise
denied because the bankruptcy court lacks the authority to
prohibit Webster from pursuing the Newbys as guarantors, and the
Newbys' guaranties expressly contemplate direct enforcement
notwithstanding the Ottawa Bus bankruptcy, Judge Melgren said.

The Court denied as moot that Newbys' original Motion for
Sanctions and Attorneys' Fees and original Motion to Dismiss due
to the filing of their amended motions.

A copy of the District Court's February 14, 2013 Memorandum and
Order is available at http://is.gd/SoKevDfrom Leagle.com.

Olathe, Kansas-based Ottawa Bus Service, Inc., dba Crossroad
Tours, filed for Chapter 11 bankruptcy (Bankr. D. Kan. Case No.
10-24011) on Nov. 22, 2010.  Timothy E. Keck, Esq. --
tkeck@arnoldkeck.com -- at Arnold & Keck, served as the Debtor's
counsel. In its petition, the Debtor estimated under $50,000 in
assets and under $10 million in debts.


OZARKS MEDICAL: S&P Withdraws 'BB-' Rating on 1997 and 1999 Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' long-term
rating on the West Plains Industrial Development Authority, Mo.'s
series 1997 and 1999 hospital revenue bonds issued on behalf
of Ozarks Medical Center (OMC).

The bonds were redeemed on Feb. 11, 2013 with proceeds from bonds
privately placed with local banks.  OMC is a 114-staffed-bed sole
community provider located in West Plains, Mo.


PALATIN TECHNOLOGIES: Incurs $1.7-Mil. Net Loss in Dec. 31 Qtr.
---------------------------------------------------------------
Palatin Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.7 million on $6,555 of revenues
for the three months ended Dec. 31, 2012, compared with a net loss
of $2.6 million on $11,492 of revenues for the prior fiscal
period.

For the six months ended Dec. 31, 2012, the Company had a net loss
of $12.1 million on $10,361 of revenues as compared to a net loss
of $6.0 million on $38,709 of revenues for the six months ended
Dec. 31, 2011.

Revenue for the three and six months ended Dec. 31, 2012, and
2011, consisted entirely of reimbursement of development costs and
per-employee compensation, earned at the contractual rate.

The Company's balance sheet at Dec. 31, 2012, showed
$33.6 million in total assets, $2.1 million in total liabilities,
and stockholders' equity of $31.5 million.

The Company has incurred negative cash flows from operations since
its inception, and has expended, and expects to continue to expend
in the future, substantial funds to complete its planned product
development efforts.  The Company has an accumulated deficit of
$251.4 million as of Dec. 31, 2012, and incurred a net loss for
the three and six months ended Dec. 31, 2012.  "The Company
anticipates incurring additional losses in the future as a result
of spending on its development programs."

A copy of the Form 10-Q is available at http://is.gd/t60x9Y

                     About Palatin Technologies

Palatin Technologies, Inc., headquartered in Cranbury, New Jersey,
is a biopharmaceutical company developing targeted, receptor-
specific peptide therapeutics for the treatment of diseases with
significant unmet medical need and commercial potential.
Palatin's programs are based on molecules that modulate the
activity of the melanocortin and natriuretic peptide receptor
systems.

                           *     *     *

As reported in the TCR on Sept. 13, 2012, KPMG LLP, in
Philadelphia, Pennsylvania, expressed substantial doubt about
Palatin's ability to continue as a going concern.  The independent
auditors noted that he Company has incurred recurring net losses
and negative cash flows from operations and will require
substantial additional financing to continue to fund
its planned development activities.


PANDA SHERMAN: S&P Assigns 'B' Rating to $372 Million Debt
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' senior
secured rating to Panda Sherman Power LLC's (Sherman) first-lien
$342 million term loan B and $30 million letter-of-credit
facility.  At the same time, S&P assigned a '3' recovery rating
to the debt.  The '3' recovery rating indicates meaningful
recovery (50% to 70%) of principal in a default scenario.  The
outlook is stable.

Sherman is a special-purpose, bankruptcy-remote operating entity,
set up to build the Panda Sherman Power Plant, a 758-megawatt (MW)
natural gas-fired facility in Sherman, Texas, about 60 miles north
of Dallas.  The unit will dispatch into the North sub-region of
the Electric Reliability Council of Texas market. Sherman will
initially be capitalized with $360 million of equity and
$372 million of secured debt.

"The stable outlook on the debt ratings reflects our view that the
project has sufficient liquidity during the construction phase and
that the cash flows, while volatile, will comfortably cover debt
service throughout the debt tenor," said Standard & Poor's credit
analyst Nora Pickens.

A downgrade is possible if S&P's expectation of debt at maturity
changes to greater than $400 per kW or if debt service coverage
ratios steadily decline below 1.1x.  This would likely result from
construction delays, lower-than-expected spark spreads, poor
operational performance, or higher operating and maintenance
costs.  An upgrade would require a large and sustainable
improvement in merchant market prices that would reduce refinance
risk to below $100 per kW.


PATRIOT COAL: Balks at Union Bid to Delay Bonus Plans
-----------------------------------------------------
BankruptcyData reported that Patriot Coal filed with the U.S.
Bankruptcy Court an objection to the emergency motion filed by the
United Mine Workers of America 1974 Pension Trust, United Mine
Workers of America 1993 Benefit Plan to extend the time to respond
to the Debtors' motion for authority to implement compensation
plans.

The report said the objection asserts, "The Debtors' successful
reorganization depends on their employees' investment of
extraordinary amounts of time, dedication, patience, and effort in
the face of the uncertainty inherent in chapter 11 reorganizations
- all while receiving significantly reduced compensation and
benefits. The Debtors have already lost a number of key employees
and, in the days since the Compensation Plan Motion was filed, the
Debtors have learned that yet another key employee and participant
in the AIP, a mine superintendent at one of the Debtors' largest
mines, Federal No. 2, would be resigning. The Debtors cannot
afford to risk broad-based departures at this critical point in
their reorganization. Accordingly -- and consistent with (but more
modest than) the Debtors' prepetition compensation practices --
Patriot management, with oversight from its board of directors,
developed the 2013 AIP and the CERP to motivate and encourage the
retention of critical employees and to focus their attention on
achieving important business objectives."

                        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.


PENSON WORLDWIDE: Claims Bar Date Set for March 11
--------------------------------------------------
All persons and entities holding a claim arising prior to the
Petition Date, including any Section 503(b)(9) claims, against
Penson Worldwide, Inc., et al., have until March 11 to file proofs
of claims while governmental units holding claims against the
Debtors that arose prior to the Petition Date are required to file
proofs of claim by July 10.

                      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.


PHARMACEUTICAL RESEARCH: Moody's Affirms 'B2' CFR, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and B2-
PD Probability of Default Ratings of Pharmaceutical Research
Associates, Inc. In addition, Moody's affirmed the existing B1 and
Caa1 ratings on PRA's first and second lien term loans,
respectively. Concurrently, Moody's assigned a B1 rating to PRA's
proposed $12.5 million incremental first lien term loan, a B1
rating to the proposed $45 million delayed draw first lien term
loan, and a Caa1 rating to the proposed $12.5 million incremental
second lien term loan. The proceeds of the proposed debt offerings
will be used along with cash to pay a dividend to shareholders as
well as fund a potential acquisition. The rating outlook is
stable.

Ratings Assigned:

  Proposed $12.5 million incremental first lien senior secured
  term loan, due 2017, rated B1 (LGD 3, 33%)

  Proposed $45 million delayed draw first lien senior secured
  term loan, due 2017, rated B1 (LGD 3, 33%)

  Proposed $12.5 million incremental second lien senior secured
  term loan, due 2019, rated Caa1 (LGD 5, 85%)

Ratings Affirmed:

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  $40 million first lien senior secured revolving credit
  facility, due 2017, rated B1 (LGD 3, 33%)

  $300 million first lien senior secured term loan, due 2017,
  rated B1 (LGD 3, 33%)

  EUR27 million first lien senior secured term loan, due 2017,
  rated B1 (LGD 3, 33%)

  $135 million second lien senior secured term loan, due 2019,
  rated Caa1 (LGD 5, 85%)

The outlook is stable.

The rating actions are subject to the conclusion of the
transaction, as proposed, and Moody's review of final
documentation.

Ratings Rationale:

The B2 Corporate Family Rating reflects PRA's considerable
financial leverage, and its mid-tier scale versus several much
larger competitors. The ratings also reflect Moody's view that the
highly competitive industry will continue to face pricing pressure
and margin compression. The ratings are supported by PRA's strong
track record of execution of its growth strategy over the past
several years and Moody's expectation of continued revenue and
earnings growth, and positive free cash generation.

Moody's could upgrade PRA's ratings if the company continues to
grow its scale within the CRO industry (i.e., net service revenues
approaching $700 million) and maintains adjusted financial
leverage below 4.5 times and adjusted free cash flow to debt above
10%.

Moody's could downgrade the ratings if PRA experiences an elevated
level of contract cancellations or poor new business wins that
leads to top-line deterioration. Further, increased pricing
pressure or competitive pressures that lead to material erosion in
EBITDA margins could also have negative rating implications.
Specifically, if Moody's expects adjusted debt/EBITDA to be
sustained above 6.0 times or free cash flow to turn negative, the
ratings could be downgraded.

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

Pharmaceutical Research Associates, Inc. is a contract research
organization that assists pharmaceutical and biotechnology
companies in developing drug compounds, biologics, and drug
delivery devices and gaining necessary regulatory approvals. The
company is majority owned by Genstar Capital. PRA generated net
service revenues of approximately $585 million for the twelve
months ended September 30, 2012.


PINNACLE AIRLINES: $52-Mil. in Add'l Financing Approved
-------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York last month entered an order
authorizing Pinnacle Airlines Corp., et al., to:

   1) obtain an additional $52 million of postpetition
superpriority senior secured multiple draw term loan financing,
and for all of the other Debtors to guaranty the borrower's
obligations in connection with the DIP Facility, up to the
aggregate principal amount of $126,285,000, from Delta Air Lines,
Inc. and other institutions selected by Delta;

   2) execute, enter into, and deliver that certain Sixth
Amendment to Senior Secured Super-Priority Debtor-in-Possession
Credit Agreement and any documents, agreements, or instruments
executed in connection therewith, including, without limitation,
the Credit Agreement as amended prior to the date hereof and by
the Sixth DIP Agreement and to perform such other and further acts
as may be required in connection with the Sixth Amendment and the
DIP Financing Documents;

   3) grant superpriority claims to the DIP Lenders payable from,
and having recourse to, the collateral, subject to the carve out;

   4) limit the Debtors' right to surcharge against collateral;

   5) execute, enter into, and deliver the Delta connection
agreement amendments and perform such other and further acts as
may be required in connection with the Delta connection
agreement amendments; and

   6) execute, enter into, and deliver the bridge agreement and
perform such other and further acts as may be required in
connection with the bridge agreement.

The Debtors have an immediate need to obtain the additional
financing and use collateral in order to permit the Debtors (i) to
provide working capital for, and for other general corporate
purposes of, the borrower and its subsidiaries, including the
payment of expenses of administration in the cases, (ii) to pay
the costs and expenses of the DIP Lenders, and (iii) to pay the
Longevity Eligible Pilots amounts required to be paid by the
borrower and the taxing authorities for employer taxes relating
thereto, in each case in accordance with the budget.

The Debtors relate that they were unable to obtain additional
financing on more favorable terms from sources other than the DIP
lenders under the sixth amendment documents and are unable to
obtain adequate unsecured credit allowable under Section 503(b)(1)
of the Bankruptcy Code as an administrative expense.

             The Delta Connection Agreement Amendments
                       and Bridge Agreement

The Delta connection agreement amendments and the bridge agreement
are the result of extensive negotiations between the Debtors,
Delta, and the Creditors Committee (and in the case of the Bridge
Agreement, ALPA -- Air Line Pilots Association, International).
Not only do the Delta connection agreement amendments and the
bridge agreement contain a number of terms favorable to the
Debtors, nearly doubling the size of their CRJ-900 fleet, entry
into the Delta connection agreement amendments and bridge
agreement is a condition precedent to the Debtors obtaining
necessary funding under the additional financing.  The
comprehensive agreement, including the Delta connection agreement
amendments and bridge agreement, also provides the Debtors with a
path towards a successful emergence from Chapter 11 and a viable

The Delta connection agreement amendments will provide, among
other things, that:

   -- Delta commits to place and maintain at the Debtors the
incremental 40 76-seater deliveries above the total in the Delta
Connection fleet as of Dec. 1, 2012 (with the transfer to the
Debtors of any 76-seater in the Delta Connection fleet at another
Delta Connection carrier to offset on a one-for-one basis the
commitment to deliver to and maintain at the Debtors any of such
incremental 40 76-seater deliveries);

   -- the new CRJ-900 aircraft will be subject to the same lease
terms and conditions as the 41 CRJ-900 aircraft currently leased
from Delta;

   -- either: (a) Delta and the Debtors shall agree on a schedule
for the early termination and return of the 140 CRJ-200 aircraft
under the CRJ-200 Agreement; or (b) Delta may provide Pinnacle
with 90 days advance written notice with respect to early
termination and return of any CRJ-200 leased aircraft under the
CRJ-200 Agreement; and

   -- the Debtors will not need to comply with aircraft return
conditions for such CRJ-200 aircraft and shall have no liability
to Delta with respect to the early termination and return of such
aircraft.

                      About Pinnacle Airlines

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

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

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

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

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

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

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


PINNACLE AIRLINES: Wins Court Nod to Settle WTC, et al. Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved an agreement, which permits a group of claimants led by
World Trade Center Properties LLC to prosecute its insurance
claim.

The agreement allows the group to prosecute its insurance claim
against Pinnacle Airlines Corp. and Colgan Air Inc. in a lawsuit
styled World Trade Center Properties, et al., v. American
Airlines, Inc., et al.  In return, the group agreed to waive the
claims it filed against the airlines in their Chapter 11 cases.  A
full-text copy of the agreement is available for free at
http://is.gd/sCj90w

                      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.


POINT CENTER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Point Center Financial, Inc.
        7 Argonaut
        Aliso Viejo, CA 92656

Bankruptcy Case No.: 13-11495

Chapter 11 Petition Date: February 19, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Suite 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Dan J. Harkey, president.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Carson Valley, LLC                    10-24665            10/15/10
Island Way Investments I, LLC         10-27150            12/03/10
Island Way Investments II, LLC        10-27154            12/03/10
Summerwind Investors, LLC             08-10852            02/28/08

Point Center Financial's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Saul Brandman Foundation       Notes                $7,714,409
9595 Wilshire Boulevars, Suite 511
Beverly Hills, CA 90212

Brady Company                      Judgment             $1,416,694
Attn: Theodore R. Cercos, Esq.
LINCOLN, GUSTAFSON & CERCOS
225 Broadway, Suite 2000
San Diego, CA 92101

The Phillips Family Trust          Notes                $1,398,237
61 Golf Ridge Drive
Dove Canyon, CA 92679-3801

Dynalectric Company                Judgment               $835,450
c/o Murry M. Helm, Esq.
550 West "C" Street, Suite 1155
San Diego, CA 92101

Charles Ortloff                    Notes                  $707,236
18310 Southview Avenue
Los Gatos, CA 95033-8537

Hyon S. Kwon                       Notes                  $632,331
13141 Mesa Crest Place
San Diego, CA 92129

William C. & Luz S. Eidenmuller    Notes                  $623,259
Family Trust
720 Prospect Avenue
Hermosa Beach, CA 90254

Raymond E. & Yolanda V.            Notes                  $535,119
Ponce Rev Estate
28572 Paseo Zorro
San Juan Capistrano, CA 92675-5526

Geoffrey C. Siodmak Ira            Notes                  $501,437
#SI121
11888 Rancho Heights Road
Pala, CA 92059

Kimberly Randall                   Notes                  $482,151
Irrevocable Trust 4/22/
1140 Parkinson Avenue
Palo Alto, CA 94301

Church of the Movement of          Notes                  $435,589
Spiritual Inne
3500 W. Adams Boulevard
Los Angeles, CA 90018-1822

Gerald R. Eidenmuller              Notes                  $430,398
Revocable Trust
10641 Rockhurst Avenue
Cowan Heights, CA 92705-1413

The R. and K Living Trust          Notes                  $392,837
1232 Blue Gum Lane
Newport Beach, CA 92660-5639

The Cachat Family Trust            Notes                  $385,720
786 Highridge Street
Riverside, CA 92506-7563

Division 8, Inc.                   Judgment               $384,048
Attn: Kenneth C. Hoyt, Esq.
c/o HOYT LAW FIRM
181 Rea Avenue, Suite 2010
El Cajon, CA 92020

Werner R. & Constance A. Poiser    Notes                  $371,076
76403 Fairway Drive
Indian Wells, CA 92210

Judy A. Siodmak Ira                Notes                  $348,197
#SI120
11888 Rancho Heights Road
Pala, CA 92059

The Glynn Living Trust             Notes                  $337,505
P.O. BOX 2124
Mission Viejo, CA 92690-0124

The Ellis Revocable Trust          Notes                  $333,073
339 Concho Drive
Reno, NV 89521

Randall J. Harmat                  Notes                  $309,723
145 E. Columbine Avenue
Santa Ana, CA 92707-4401


PORTER BANCORP: D. Ellefson Discloses 5% Equity Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exhange Commission, Daniel M. Ellefson and his affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
395,272 shares of common stock and warrants to purchase 228,261
shares of common stock of Porter Bancorp, Inc., representing 5.10%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/O3xACb

                       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.

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.

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."


POSEIDON CONCEPTS: In Default of Loan Agreement
-----------------------------------------------
Poseidon Concepts Corp. on Feb. 20 provided the following update
with respect to its business and operations:

As announced on Feb. 14, 2013 the Company has determined that the
first, second and third quarter 2012 financial statements must be
restated.

As a result the Company is currently in default under its loan
agreement dated June 29, 2012.  The Company is in discussions with
its syndicate of lenders regarding short and long term support
which is subject to negotiation, credit approval and revised loan
terms, which are yet to be determined.

In addition, as a result of the requirement to restate the
Financial Statements, the Alberta Securities Commission has issued
a cease trade order against the Company.  The cease trade order
prohibits all trading or purchasing in Company securities until
the cease trade order has been revoked or varied by the
Commission.

Headquartered in Calgary, Canada, Poseidon Concepts Corp.,
formerly Open Range Energy Corp., is an oil and natural gas
service and supply company.  Poseidon had 170 tanks deployed
across North America as of September 2011.  Its modular fracturing
fluid tanks are deployed at unconventional oil and natural gas
plays across North America, from the Eagle Ford in Texas to the
Bakken in North Dakota to the Montney in northeast British
Columbia.  Its products include Atlantis, Poseidon and Triton.


POWELL STEEL: Proposes Ciardi as Chapter 11 Counsel
---------------------------------------------------
Powell Steel Corporation seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Ciardi
Ciardi & Astin, P.C., as counsel.  The Debtor is not sufficiently
familiar with its rights and duties as to be able to plan and
conduct proceedings without the aid of competent counsel.

Albert A. Ciardi, III, a partner at the firm, attests that the
firm is "disinterested" as defined in 11 U.S.C. Sec. 101.

Ciardi received a $35,000 retainer on the day of the bankruptcy
filing.

Professionals at the firm who are most likely to work on the case
and their hourly rates are:

       Professional              Hourly Rate
       ------------              -----------
       Albert A. Ciardi, III         $485
       Nicole M. Nigrelli            $430
       Alex Giuliano (Paralegal)     $120

                      About Powell Steel

Powell Steel Corporation, located in Lancaster, Pennsylvania, is a
progressive structural steel fabricator and erector equipped with
state-of-the-art fabrication and welding equipment.  Powell has a
67,000 square foot facility capable of fabricating in excess of
300 tons of steel per week.  It has 50 employees working in the
fabrication facility and 23 employees providing erection services.
The business generates $1.2 million per month in revenue.

Powell Steel filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
13-11275) in Philadelphia on Feb. 13, 2013, estimating at least
$10 million in assets and liabilities.


POWELL STEEL: Seeks to Use Cash Collateral to Pay Employees
-----------------------------------------------------------
Powell Steel Corporation asks the Bankruptcy Court for
authorization to use cash collateral to pay outstanding and
ongoing payroll obligations so operations can continue on an
uninterrupted basis.

The Debtor furnished a budget for use of cash from Feb. 15 through
March 15.  The Debtor intends to pay prepetition employee
compensation and employee and expenses incurred in the ordinary
course of business.

The Debtor owes M&T Bank $3.8 million pursuant to loans secured by
cash, accounts, inventory and equipment.  The Debtor also owes
$194,000 to the Pennsylvania Minority Business Development
Authority under a loan secured on cash and accounts receivable.
The Internal Revenue Service is owed $834,000 and the Commonwealth
of Pennsylvania is owed $133,000 for unpaid but withheld payroll
taxes.

The Debtor believes the lender's interests are adequately
protected because the budget indicates that the Debtor can
maintain or increase current collateral levels of collateral with
continued sales.

The Debtor proposes to provide adequate protection in the form of
a replacement lien to the extent the lender has a lien prepetition
which is not subject to challenge and in the same extent, priority
and validity as existed prepetition.

The Debtor is seeking to pay 75 employees unpaid compensation
accrued prior to the Petition Date.  The Debtor's next payroll is
scheduled to occur on Friday, Feb. 22, 2013.  As of the Petition
Date, the Debtor estimates that it owes its employees $16,538 in
unpaid, gross wages for one of a two-week pay period and $54,000
for the one week period ending Feb. 15, 2013.  The Debtor does not
believe that the unpaid compensation payable to any one employee
exceeds $10,950.

The Debtor is seeking expedited consideration of its motion.

                      About Powell Steel

Powell Steel Corporation, located in Lancaster, Pennsylvania, is a
progressive structural steel fabricator and erector equipped with
state-of-the-art fabrication and welding equipment.  Powell has a
67,000 square foot facility capable of fabricating in excess of
300 tons of steel per week.  It has 50 employees working in the
fabrication facility and 23 employees providing erection services.
The business generates $1.2 million per month in revenue.

Powell Steel filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
13-11275) in Philadelphia on Feb. 13, 2013, estimating at least
$10 million in assets and liabilities.  The Debtor is represented
by attorneys at Ciardi Ciardi & Astin, P.C., in Philadelphia.


POWELL STEEL: Files Amended List of Top Unsecured Creditors
-----------------------------------------------------------
Powell Steel Corporation filed an amended list of unsecured
creditors to make adjustments to the amounts owed the creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Internal Revenue Service           Payroll Taxes 1        $833,584
Centralized Insolvency Operation
P.O. Box 7346
Philadelphia, PA 19101-7346

Infra-Metals-Atlanta Remit         --                     $659,496

New Millennium                     --                     $241,396

Pennsylvania Department            Payroll Taxes          $226,580
of Revenue

Fisher Realty Co.                  --                     $162,438

Namasco (Kloeckner Metals)         --                      $63,293

Whitney Bailey Cox & Magnani       --                      $53,870

Maryland Dept. of Revenue          Sales and Use           $46,225
                                   Payroll

IPFS Corporation                   --                      $34,110

City of Lancaster                  --                      $33,836

BendTec                            --                      $32,085

Eberl Iron Works                   --                      $31,335

Cohen Selias Pallas                --                      $30,884

Kenilworth Steel                   --                      $30,541

Direct Energy Business             --                      $26,511

Scully Welding Supply              --                      $24,923

Penn Manor                         Real Estate Taxes       $19,638

Tipton Crane, LLC                  --                      $19,070

Weinstock Brothers Corp.           --                      $17,461

Bushwick-Koons                     --                      $17,091

                      About Powell Steel

Powell Steel Corporation, located in Lancaster, Pennsylvania, is a
progressive structural steel fabricator and erector equipped with
state-of-the-art fabrication and welding equipment.  Powell has a
67,000 square foot facility capable of fabricating in excess of
300 tons of steel per week.  It has 50 employees working in the
fabrication facility and 23 employees providing erection services.
The business generates $1.2 million per month in revenue.

Powell Steel filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
13-11275) in Philadelphia on Feb. 13, 2013, estimating at least
$10 million in assets and liabilities.  The Debtor is represented
by attorneys at Ciardi Ciardi & Astin, P.C., in Philadelphia.


POWELL STEEL: Section 341(a) Meeting Scheduled for March 12
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Powell Steel
Corporation will be held on March 12, 2013, at 02:00 p.m. at 833
Chestnut Street, Suite 501, Philadelphia, PA.

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

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

                      About Powell Steel

Powell Steel Corporation, located in Lancaster, Pennsylvania, is a
progressive structural steel fabricator and erector equipped with
state-of-the-art fabrication and welding equipment.  Powell has a
67,000 square foot facility capable of fabricating in excess of
300 tons of steel per week.  It has 50 employees working in the
fabrication facility and 23 employees providing erection services.
The business generates $1.2 million per month in revenue.

Powell Steel filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
13-11275) in Philadelphia on Feb. 13, 2013, estimating at least
$10 million in assets and liabilities.  The Debtor is represented
by attorneys at Ciardi Ciardi & Astin, P.C., in Philadelphia.


PRA INTERNATIONAL: S&P Affirms 'B' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Raleigh, N.C.-based contract research
organization (CRO) PRA International.  The outlook is stable.

S&P also affirmed all issue-level ratings, including the 'B'
issue-level rating on the existing first-lien term loan and the
'B-' issue-level rating on the existing second-lien term loan at
the debt issuing subsidiary, Pharmaceutical Research Associates.

At the same time, S&P assigned the company's proposed $45 million
delayed draw first-lien term loan S&P's 'B' issue-level rating,
with a recovery rating of '3', indicating its expectation for
meaningful (50%-70%) recovery for lenders in the event of a
payment default.

The new debt consists of a $12.5 million tack-on to each of the
company's existing first- and second-lien term loans, and a
$45 million delayed draw first-lien term loan.

S&P's rating on PRA continues to reflect the company's "highly
leveraged" financial risk profile, reflecting leverage that S&P
expects to remain above 5x for at least another year and financial
sponsor ownership that S&P expects will continue to shape an
aggressive financial policy.  S&P views PRA's business risk
profile as "weak," reflecting the company's position as a midsize
player in a fragmented industry, its somewhat concentrated
customer base, and the potential earnings volatility inherent in
the contract-dependent pharmaceutical contract research
organization (CRO) industry.

"We expect PRA to generate low-double-digit revenue growth and
about 50 bps in EBITDA margins contraction in 2013, reflecting
continuing tight pricing and labor conditions," said Standard &
Poor's credit analyst Shannan Murphy.

S&P expects leverage to decrease to the mid- to high-5x level by
the end of 2013 from about 6.3x at transaction close, primarily
due to EBITDA growth.  Despite the increase in leverage, S&P
expects funds from operations (FFO) to total debt to remain in the
low double digits.

Although financial metrics have steadily improved since the 2007
leveraged buyout, S&P expects PRA to use the substantial
flexibility under its credit facility to grow the business through
acquisitions and to pay further dividends to its financial
sponsor.  While S&P expects the company to generate funds from
operations to total debt in the low double digits in 2013, S&P
expects that dividends and acquisitions will remain the
predominant use of excess cash.  For this reason, S&P' expects
that any deleveraging will come from EBITDA growth, as opposed to
debt repayment.  For this reason, S&P expects that the highly
leveraged financial risk profile will be sustained over the near
future.


READER'S DIGEST: Wins Interim OK of Loans, First-Day Motions
------------------------------------------------------------
RDA Holding Co., parent company of The Reader's Digest
Association, Inc., on Feb. 20 disclosed that it has obtained U.S.
Court approval of a variety of motions that will support the
Company's operations as it proceeds with a financial restructuring
supported by its secured lender and more than 70% of its secured
noteholders.

U.S. Bankruptcy Judge Robert Drain approved the Company's $105
million debtor-in-possession financing, $11 million of which will
be available immediately, on an interim basis under an agreement
with a group of the Company's secured creditors.  The financing
will be used in conjunction with cash generated from operations to
support the Company throughout the Chapter 11 process.  A hearing
to consider final approval of the request will convene next month.

"The relief granted is an important initial milestone in our
restructuring process," said Robert E. Guth, the Company's
President and Chief Executive Officer.  "We are very confident
that the protections afforded us through this process, when
combined with the momentum we already have in our operational
transformation, will allow us to create a vibrant and strong
Reader's Digest for the future."

In addition to the approval to obtain financing, the Company
received approval of a variety of motions, including requests to
continue paying employees and its network of freelancers without
interruption and its request to continue all of its customer
programs, including payments to sweepstakes winners.

As previously reported, the Company has executed a Restructuring
Support Agreement with its secured lender and its secured
noteholders.  The Agreement will result in, among other things,
the Company converting approximately $465 million of secured notes
to equity, which will strengthen the Company by significantly
deleveraging its balance sheet.  It is currently anticipated that
the Company will exit Chapter 11 within six months with roughly
$100 million of debt, about an 80% reduction in its level of
indebtedness.

                     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: Updated Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: RDA Holding Co.
             44 South Broadway
             White Plains, NY 10601

Reader's Digest entities that simultaneously filed for Chapter 11
protection on February 17, 2013:

   Debtor Entity                                Case No.
   -------------                                --------
RDA Holding Co.                                 13-22233
The Reader's Digest Association, Inc.           13-22234
Ardee Music Publishing, Inc.                    13-22235
Direct Entertainment Media Group, Inc.          13-22236
Pegasus Sales, Inc.                             13-22237
Pleasantville Music Publishing, Inc.            13-22238
R.D. Manufacturing Corporation                  13-22239
Reiman Manufacturing, LLC                       13-22240
RD Publications, Inc.                           13-22241
Home Service Publications, Inc.                 13-22242
RD Large Edition, Inc.                          13-22243
RDA Sub Co. (f/k/a Books Are Fun, Ltd.)         13-22244
Reader's Digest Children's Publishing, Inc.     13-22245
Reader's Digest Consumer Services, Inc.         13-22246
Reader's Digest Entertainment, Inc.             13-22247
Reader's Digest Financial Services, Inc.        13-22248
Reader's Digest Latinoamerica, S.A.             13-22249
WAPLA, LLC                                      13-22250
Reader's Digest Sales and Services, Inc.        13-22251
Taste of Home Media Group, LLC                  13-22252
Reiman Media Group, LLC                         13-22253
Taste of Home Productions, Inc.                 13-22254
World Wide Country Tours, Inc.                  13-22255
W.A. Publications, LLC                          13-22256
WRC Media, Inc.                                 13-22257

Five Reader's Digest entities that sought Chapter 11 protection on
Feb. 18, 2013:

   Debtor Entity                                Case No.
   -------------                                --------
RDCL, Inc. (f/k/a Compasslearning, Inc.)        13-22258
RDA Digital, LLC                                13-22259
RDWR, Inc. (f/k/a Weekly Reader Corporation)    13-22260
Haven Home Media, LLC (f/k/a Reader's Digest
  Sub Nine, Inc.)                               13-22261
Weekly Reader Custom Publishing, Inc.
  (f/k/a Lifetime Learning Systems, Inc.)       13-22262
World Almanac Education Group, Inc.             13-22263

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

Bankruptcy Judge: Hon. Robert D. Drain

About Debtor:     RDA Holding Co., together with The Reader's
                  Digest Association, Inc., and their direct
                  and indirect subsidiaries and affiliates, is
                  a global, multi-brand and multi-platform media
                  and direct marketing company.  The Company
                  produces and sells print and digital magazines,
                  books, music, and videos to consumers around
                  the world in multiple languages and many
                  channels, such as direct mail (including
                  catalogs), the Internet, and retail.

Debtors' Counsel: Joseph H. Smolinsky, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8767
                  Fax: (212) 310-8007
                  E-mail: Joseph.Smolinsky@weil.com

Debtors'
Investment
Banker:           EVERCORE GROUP L.L.C.
                  55 East 52nd Street
                  New York, NY 10055

Debtors'
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS LLC

Total Assets: $1,118,400,000

Total Liabilities: $1,184,500,000

The petitions were signed by Paul R. Tomkins, executive vice
president and chief financial officer.

5% or More Voting Shareholders as of Jan. 31, 2013:

          Alden Global Capital                 17.77%
          Point Lobos                          13.55%
          Jefferies High Yield Holdings LLC     9.43%
          GoldenTree Asset Management LP        9.22%
          General Electric Capital Corporation  8.96%
          JP Morgan Chase Bank NA               6.79%
          Goldman Sachs Asset Management LP     5.69%

List of Debtors' 40 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wells Fargo Bank,                Indenture             Deficiency
National Association,                                claim amount
150 East 42nd Street                                        to be
New York, NY 10017                                     determined
Attn: Corporate Trust Services?
Reader's Digest Assoc. Administrator
Telephone: (917) 260-1544
Facsimile: (917) 260-1545
martin.g.reed@wellsfargo.com

Luxor Capital Group              Unsecured            $10,000,000
1114 Avenue of Americas                                 Term loan
29th Floor
New York, NY 10036
Attn: Operations Department
Telephone: (212) 763-8000
Facsimile: (212) 763-8001
Ops@luxorcap.com

Federal Trade Commission         Settlement            $8,753,266
Bureau of Consumer Protection
600 Pennsylvania Avenue NW
Washington, DC 20580
Attn: James Kohm, Associate
Director for Enforcement
Telephone: (202) 326-2996
Debrief@ftc.gov

Williams Lea                     Trade Claim           $5,970,280
1 Dag Hammerskjold Plaza,
8th Floor
New York, NY 10017
Attn: Frank Oliveri,
President & COO
Telephone: (212) 351-9050
Facsimile: (212) 351-9196
Frank.Olivieri@williamslea.com

HCL Technologies Limited         Trade Claim           $4,366,621
1950 Old Gallows Road
Vienna, VA 22182
Attn: Rajiv Khanna,
Sr. Account Director
Telephone: (203) 895-7493
rkhanna@hcl.in

Quad Graphics                    Trade Claim           $3,588,199
N63W 23075 State Hwy. 74
Sussex, WI 53089-2827
Attn: Joel Quadracci, President
Telephone: (414) 566-2020
Facsimile: (414) 566-4650
joel.quadracci@qg.com

RR Donnelley Receivables         Trade Claim           $1,615,318
6 Cambridge Drive, Suite 302
Trumbull, CT 06611
Attn: Scott Weiss,
Global Accounts Director
Telephone: (203) 854-1961
Facsimile: (203) 365-7225
scott.d.weiss@rrd.com

Microsoft Licensing GP           Trade Claim             $984,880
1290 Avenue of the Americas
Sixth Floor
New York, NY 10104
Attn: Trevor Snow,
Corporate Account Manager
Telephone: (201) 334-7143
Facsimile: (212) 245-3290
tsnow@microsoft.com

Infocrossing Incorporated        Trade Claim             $884,797
Wipro
2 Christie Heights Street
Leonia, NJ 07605
Attn: Nick Letizia,
Senior VP & General Counsel
Telephone: (201) 840-4717
nick.letizia@wipro.com

Simon & Schuster Inc.            Trade Claim             $614,032
1230 Avenue of the Americas
New York, NY 10020
Attn: Dennis Eulau,
Chief Operating Officer
Telephone: (212) 698-7328
dennis.eulau@simonandschuster.com

Daniel M. Lagani                 Severance               $553,846

Dan Meehan                       Employment Agreement    $508,750

Angel.com                        Trade Claim             $410,624
8219 Leesburg Pike
Vienna, VA 22182
Attn: David Rennyson, President
Telephone: (703) 663-7811
drennyson@angel.com

Aegis USA, Inc.                  Trade Claim             $367,938
1100 Gendon Ave, Suite 1250
Los Angeles, CA 90024
Attn: Ashish Chatuvedi
Telephone: (632) 885-8000
Ext. 58407
achaturvedi@aegisglobal.com

Jones Lang LaSalle Brokerage     Trade Claim             $345,910
330 Madison Avenue
New York, NY 10017
Attn: Mitchell Konsker,
Vice Chairman
Telephone: (212) 812-5766
mitchell.konsker@am.jll.com

Datapoint Media, Inc.            Trade Claim             $308,047
318 Bear Hill Road, Suite 4
Waltham, MA 02451
Attn: Kevin O'Malley,
Co-Founder
Telephone: (781) 373-2073
komalley@datapointmedia.com

Anetorder, Inc.                  Trade Claim             $304,244
Anet Corporation
820 Frontenac Road
Naperville, IL 60563
Attn: Shane Randall,
President & CEO
Telephone: (630) 579-8800
srandall@anetorder.com

Ness USA, Inc.                   Trade Claim             $265,593
160 Technology Drive
Canonsburg, PA 15317
Attn: Richard Kilpatrick
Telephone: (201) 424-0790
richard.kilpatrick@ness.com

American Customer Care           Trade Claim             $248,341
225 N. Main St.
Bristol, CT 06010
Attn: Rodd Furlough
Telephone: (800) 660-0130
Facsimile: (800) 267-0846
rfurlough@americancustomercare.com

Mark Jannot                      Severance               $279,808

Rich Lee                         Severance               $218,269

MBI Group, Inc.                  Trade Claim             $211,572
48 W 37th Street
9th Floor
New York, NY 10018
Attn: Joe Esposito, Owner
Telephone: (212) 376-4400
Facsimile: (212) 376-6260
jesposito@mbiny.com

Elevation Management, LLC        Trade Claim             $205,587
23400 Mercantile Road
Suite 10
Beachwood, OH 44122
Attn: Denny Young, President
Telephone: (216) 696-7776
dyoung@elevationgroup.com

The Harry Fox Agency             Royalty Claim           $177,000
40 Wall Street
6th Floor
New York, NY 10005-1344
Attn: Michael Simon,
President & CEO
Telephone: (212) 834-0100
Facsimile: (646) 487-6779

Professional                     Trade Claim             $172,476
Systems Corp
dba Revspring
105 Montgomery Avenue
Oaks, PA 19456
Attn: Tim Schriner, President
Telephone: (610) 650-3900

KBace Technologies               Trade Claim             $161,127
6 Trafalgar Square
Nashua, NH 03063
Attn: Babul Challa
Telephone: (603) 821-7863
bchalla@kbace.com

Canon Business Solutions         Trade Claim             $157,282
1311 Mamaroneck Avenue
White Plains, NY 10605
Attn: Michael Paul Pelletier,
Major Account Executive
Telephone: (914) 286-8963
mpelletier@csa.canon.com

Westaff                          Trade Claim             $154,729
3820 State Street
Santa Barbara, CA 93105
Attn: D. Stephen Sorenson, CEO
Telephone: (800) 882-2200

IBM                              Trade Claim             $140,080
North Castle Drive
Armonk, NY 10504
Attn: Brendan King
Telephone: (914) 765-5233
bking@us.ibm.com

Sesame Workshop                  Royalty Claim           $138,662
1 Lincoln Plaza
New York, NY 10023
Attn: Scott Chambers,
Senior Vice President,
Worldwide Media Distribution
Telephone: (212) 875-6782
scott.chambers@sesameworkshop.org

Hung Hing Offset Printing        Trade Claim             $137,307
17-19 Dai Hei Street
Tai Do Industrial Estate
New Territories, Hong Kong
Attn: Sung Chee Keung,
Executive Director
Telephone: (852) 2664-8682
Facsimile: (852) 2664-2070

Spring Films Ltd                 Trade Claim             $135,000
98 Mortlake Road
Richmond Surrey TW9 4AS
United Kingdom
Attn: Lynette Singer,
Director & Executive Producer
Telephone: +44 (0) 20.3327.4930
lynette.singer@springfilms.org

Robert D Newman                  Severance               $132,600

Federal Express Corp.            Trade Claim             $127,890
29 Toelles Road
Wallingford, CT 06492
Attn: Robert Baldwin,
Managing Director
Worldwide Services
Telephone: (203) 265-0650
Facsimile: (203) 265-0662
rbaldwin@fedex.com

Google, Inc.                     Trade Claim             $123,539
1600 Amphitheatre Parkway
Mountain View, CA 94043
Attn: Marven Laurino
Telephone: (866) 954-0453
Ext. 8963
Facsimile: (650) 963-3574
m.laurino@google.com

CH Robinson International        Trade Claim             $116,389
14701 Charlson Road
Eden Prarie, MN 55347
Attn: Jason Luedtke,
Director Transportation
Telephone: (952) 683-3772
jason.luedtke@chrobinson.com

Disney Publishing Worldwide      Royalty Claim           $112,280
1101 Flower Street
Glendale, CA 91201
Attn: Rajmohan Murari,
SVP & Group Publisher
Telephone: (818) 544-1051
Facsimile: (818) 260-4165
rajmohan.murari@disney.com

Outsourced Ad Ops                Trade Claim             $111,634
451 Broadway
Third Floor
New York, NY 10013
Attn: Craig Leshen, President
Telephone: (212) 226-6788

Brite Media Group LLC            Trade Claim             $100,398
3 Corporate Drive
Cranbury, NJ 08512
Attn: Pete D'Andrea,
Senior Vice President
Telephone: (609) 642-4940

Shanghai Press and               Contract Claim           Unknown
Publishing Development
Company
F No. 7, Donghu Road
Shanghai, 200031
China


READER'S DIGEST: Secured Lenders to Get Full Recovery, Fitch Says
-----------------------------------------------------------------
The Readers Digest Association is the latest company to file a
second Chapter 11 bankruptcy petition, commonly referred to as a
Chapter 22. The terms of a pre-negotiated restructuring agreement
would provide full recoveries for holders of secured bank claims
and would result in a debt to equity conversion for secured note-
holders.

RDA Holding, parent company of The Reader's Digest Association,
announced on Feb. 17, 2013 that it has reached a consensual
agreement on the terms of a financial restructuring with both its
secured bank lenders and over 70% of the holders of its secured
notes. The company has obtained a $105 million debtor in
possession facility (DIP) to provide liquidity during the
bankruptcy period and repay its pre-petition secured bank lenders
in full by rolling up the pre-petition bank debt into the DIP.
Under the agreement, the company would convert $465 million of
senior notes to common equity. The company anticipates having
approximately $100 million in debt when it emerges from
bankruptcy, which would be an 80% debt reduction.

The company was identified as one of 37 candidates for a return to
bankruptcy court in Fitch's report, Chapter 22 Bankruptcies and
Other Repeat Filings, published Aug. 20, 2012. The screen for
companies at risk of a second (or third) bankruptcy was based on
issuer ratings levels of 'B-' and below.

Reader's Digest first Chapter 11 filing was made 3.5 years ago in
August 2009. The period between the first and second filing was
close to the 34 month average for the 50 repeat filers in Fitch's
high yield default index as of August 2012. At the time of the
first filing, the company was overleveraged as a result of an
earlier going private transaction and was unable to sustain the
capital structure as it faced intense competition during the deep
recession.

Despite significant debt reduction in the first restructuring, the
company continued to face challenges and again became unable to
sustain its capital structure. Like many print media companies,
Reader's Digest struggled to adapt to online media and other forms
and is facing chronic decline in readership and advertising in
some of its 75 publications.

Companies with more than one default within a several-year period
provide useful examples of the primary reasons why initial
attempts at successful reorganization fail. Key drivers of second
defaults are failure to resolve operating cost issues or
sufficiently reduce debt. Second defaults are also frequent for
issuers in industries that are in a deep cyclical trough or
chronic decline.


READER'S DIGEST: S&P Cuts CCR to 'D' After Chapter 11 Filing
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York, N.Y.-based publisher Reader's Digest Assn.
Inc. to 'D' from 'CCC-', and lowered its issue-level rating on
Reader's Digest's senior secured notes due 2017 to 'D' from 'CC'.
S&P's recovery rating on the senior secured notes remains
unchanged at '5', indicating its expectation for modest (10% to
30% range) recovery.

The rating action follows the company's announcement that it filed
a voluntary Chapter 11 petition under the U.S. Bankruptcy Code on
Feb. 17, 2013.  The company's international operations are not
part of the bankruptcy filing.

Additionally, the company has entered into a restructuring support
agreement with holders of over 70% of its senior secured notes.
The agreement, among other things, provides up to $105 million of
new money debtor-in-possession financing to support operations
during the in-court restructuring and to repay existing senior
secured bank debt.  It also allows for the conversion of all
the outstanding senior secured notes to equity.

The company expects to emerge from bankruptcy within six months
with about $100 million of outstanding debt.


REALOGY CORP: Incurs $543 Million Net Loss in 2012
--------------------------------------------------
Realogy Holdings Corp. reported a net loss attributable to the
Company of $543 million on $4.67 billion of net revenues in 2012,
a net loss attributable to the Company of $441 million on $4.09
billion of net revenues in 2011, and a net loss attributable to
the Company of $99 million on $4.09 billion of net revenues in
2010.

The Company's balance sheet at Dec. 31, 2012, showed $7.44 billion
in total assets, $5.92 billion in total liabilities and $1.51
billion in total equity.

"Our closed homesale transaction volume drivers outperformed our
expectations in the fourth quarter, especially with respect to
average sales price," said Anthony E. Hull, Realogy's executive
vice president, chief financial officer and treasurer.  "We
believe that the fourth quarter volume increase was partially
aided by tax-related selling, particularly at the high end of the
market."

Hull continued: "Based on the visibility we have into the coming
months from our January closed sales data and open contracts in
January and early February, we expect to see an approximately 4%
to 5% increase in transaction sides in the first quarter of 2013
with one less business day than we had in the first quarter of
2012.  Likewise, we anticipate a combined RFG and NRT average sale
price increase of approximately 8% to 9% year-over-year, which
would equate to a 14% to 16% volume increase in the first quarter
after adjusting out the additional business day in the first
quarter of 2012."

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

                         http://is.gd/ebIYKZ

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

                           *     *     *

In the Dec. 12, 2012, edition of the TCR, Moody's Investors
Service upgraded Realogy Group LLC's Corporate Family and
Probability of Default ratings to B3.  The B3 Corporate Family
rating (CFR) incorporates Moody's view that Realogy's capital
structure has made meaningful progress towards being stabilized
following the issuance of primary equity, and is therefore more
sustainable although still highly leveraged.

As reported by the TCR on Oct. 15, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B' from 'CCC' and removed it, along with all related issue-level
ratings, from CreditWatch, where it was placed with positive
implications Sept. 28, 2012.

"The action follows the completion of the company's IPO of its
common stock.  Concurrent with and in addition to the IPO, Realogy
converted $1.9 billion in convertible debt to common stock," S&P
said.


REGAL ENTERTAINMENT: Acquisition Deal No Impact on Fitch Ratings
----------------------------------------------------------------
The ratings of Regal Entertainment Group and Regal Cinemas
Corporation are unaffected following Regal's announced acquisition
of Hollywood Theaters, according to Fitch Ratings.  The
acquisition would add 43 theaters and 513 screens to Regal's
portfolio.  The transaction is expected to close in the second
quarter.

According to Regal's announcement, the acquisition price will
consist of $191 million in cash, which a portion will be used to
repay approximately $157 million of the seller's debt. Regal will
also assume approximately $47 million in lease obligations.

Fitch expects the acquisition to be funded with the $250 million
HoldCo Note offering from Jan. 14, 2013 ('Fitch Rates Regal's Note
Offering 'B-'/'RR6'). Including roughly $250 million of proceeds
from the January issuance, Fitch estimates liquidity of roughly
$360 million in cash (cash balance at Dec. 27, 2012 was $110
million) and $82 million of availability (as of Sept. 27, 2012)
under Regal Cinemas' $85 million revolving credit facility due May
2015.

The acquisition is consistent with Fitch's expectation that there
will be further consolidation in the industry and is factored into
current ratings for Regal and its peers. Heightened consolidation
is primarily being driven by ease of capital market access and the
expected obsolescence of traditional celluloid film. Material
debt-funded acquisitions that drove leverage beyond Fitch's long-
term threshold of 4.5x for Regal could have a negative impact on
ratings.

As of Dec. 27, 2012 (pro forma for the January issuance and
Hollywood capital and financing lease obligations), Fitch
calculates unadjusted gross leverage at 4.2x. Regal disclosed a
pre-synergy transaction multiple of 5.9x cash flow as part of its
acquisition announcement (implies roughly $40 million of annual
cash flow). Inclusive of the incremental debt and $40 million of
annual cash flow (assuming cash flow is equal to EBITDA) from
Hollywood, Fitch estimates pro forma gross unadjusted leverage at
3.9x.

The current ratings and Stable Outlook reflect these
considerations:

-- Fitch believes movie exhibition will continue to be a key
    promotion window for the movie studios' biggest/most
    profitable releases.

-- Fitch recognizes that theater attendance is inherently
    volatile due to the quality of the film slate in any given
    year. The 2013 slate is promising with many sequels including,
    The Hunger Games: Catching Fire, Iron Man 3, Star Trek Into
    Darkness, The Hobbit: The Desolation of Smaug, and Thor: The
    Dark World. However, due to the strong 2012 performance
    (+6.5% according to Box Office Mojo), which will be a
    challenge to match, Fitch's current base case for 2013 is for
    attendance to decline in the low single digits.

-- For the long term, Fitch continues to expect that the movie
    exhibitor industry will be challenged in growing attendance
    and any potential attendance declines will offset some of the
    growth in average ticket prices. The ratings factor in the
    intermediate/long-term risks associated with increased
    competition from at-home entertainment media, limited control
    over revenue trends, the pressure on film distribution
    windows, and increasing indirect competition from other
    distribution channels (such as VOD and other OTT services).
    Regal and its peers rely on the quality, quantity, and timing
    of movie product, all factors out of management's control.

-- Fitch does not anticipate a significant decline in concession
    revenue per patron, but remains cautious that high-margin
    concessions (which represent 26% of Regal's total revenues and
    carry 87% gross margins), may be vulnerable to reduced per-
    guest concession spending due to economic cyclical factors or
    a re-acceleration of commodity prices. A slight deterioration
    in concession margin is factored into the current rating.
    While Fitch expects increased concession spending per guest,
    margins are expected to contract due to the lower margin
    premium menu offerings introduced by Regal and other theater
    circuits.

-- Fitch believes that Regal will continue to focus free cash
    flow (FCF) deployment toward build-out/expansion of theaters,
    acquisition of theater assets, and/or for shareholder-friendly
    activities.

Sensitivity/Rating Drivers

-- Fitch heavily weighs the prospective challenges facing Regal
    and its industry peers in arriving at the long-term credit
    ratings. Significant improvements in the operating environment
    (e.g. sustainable increases in attendance) and sustained
    deleveraging could have a positive effect on the rating,
    though Fitch views this as unlikely.

-- Fitch anticipates that Regal, and other movie exhibitors, will
    continue to consolidate. While not anticipated, a material
    debt-funded acquisition or return of capital to shareholders
    that would raise the unadjusted gross leverage beyond 4.5x
    could have a negative impact on the rating.

-- In addition, meaningful, sustained declines in attendance
    and/or per-guest concession spending which drove leverage
    beyond 4.5x could pressure the rating as well.

Free Cash Flow

Fitch estimates FCF (less dividends) for latest 12 months ended
Dec. 27, 2012 was roughly negative $30 million. Fitch's FCF
calculation deducts both the $155 million special dividend and
Regal's regular dividend. In 2013, including its regular dividend
payment, Fitch expects FCF to be roughly $50 million to $75
million. The company does not have any pension obligations.

There are no significant maturities until 2017 when the term loan
facility comes due.

Debt Maturities

As of Dec. 27, 2012, pro forma for the $250 million Regal issuance
in January, gross debt totaled $2.2 billion and was made up of:

-- Regal Cinemas' $990 million secured term loans (due 2017);
-- Regal Cinemas' $400 million unsecured notes (due 2019);
-- Regal's $525 million unsecured notes (due 2018); and
-- Regal's $250 million unsecured notes (due 2025).

Recovery

Regal's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates a
distressed enterprise valuation of $1.7 billion, using a 5x
multiple and including an estimate for Regal's roughly 20% stake
in National CineMedia, LLC of approximately $190 million. Based on
this enterprise valuation, which is before any administrative
claims, overall recovery relative to total current debt
outstanding is approximately 75%.

The 'RR1' Recovery Rating for the company's credit facilities
reflects Fitch's belief that 91%-100% expected recovery is
reasonable. While Fitch does not assign Recovery Ratings for the
company's operating lease obligations, it is assumed the company
rejects only 30% of its remaining $3.2 billion in operating lease
commitments due to their significance to the operations in a
going-concern scenario and is liable for 15% of those rejected
values (at a net present value). Fitch's recovery analysis shows
84% recovery for Regal Cinemas' senior unsecured notes (equal in
ranking to the rejected operating leases), which maps to an 'RR2'
Recovery Rating. The 'RR6' assigned to Regal's senior unsecured
notes reflects the structural subordination of the notes and
Fitch's expectation for zero recovery.

Fitch currently rates Regal and Regal Cinemas as follows:

Regal
-- Issuer Default Rating (IDR) 'B+';
-- Senior unsecured notes 'B-/RR6'.

Regal Cinemas
-- IDR 'B+';
-- Senior secured credit facility 'BB+/RR1';
-- Senior unsecured notes 'BB/RR2'.

The Rating Outlook is Stable.


REGAL ENTERTAINMENT: Hollywood Buyout No Impact on Moody's B1 CFR
-----------------------------------------------------------------
Moody's Investors Service said that Regal Entertainment Group's
announced agreement to acquire Hollywood Theaters for $191 million
in cash does not impact ratings for either Regal (B1 corporate
family rating) or Hollywood (Caa1 corporate family rating). The
cash portion of the purchase price includes repayment of
Hollywood's $157 million of secured bonds due June 2013. The
transaction is credit positive for Hollywood because it would
facilitate repayment at par and eliminate uncertainty and
potential refinancing risk.

Moody's expected Regal to make acquisitions and does not expect
the Hollywood acquisition to meaningfully impact its metrics or
liquidity profile. Regal raised $250 million of cash with a bond
offering in January for either debt reduction or acquisitions.
This cash combined with the $109 million of cash as of December 31
provides ample liquidity for the acquisition. Moody's does not
anticipate a meaningful impact on credit metrics given the
multiple paid. Moody's estimates Regal's leverage for full year
2012 at approximately 5.3 times debt-to-EBITDA (Moody's adjusted,
including the capitalization of operating leases at an 8 times
multiple). Moody's believes leverage would be comparable after
incorporating a full year of the Great Escapes acquisition (closed
late November), the January bond issuance, and the acquisition of
Hollywood.

Regal Entertainment Group, the parent of Regal Cinemas
Corporation, operates 6,880 screens in 540 theatres in 38 states
and the District of Columbia, primarily in mid-sized metropolitan
markets and suburban growth areas of larger metropolitan markets
throughout the U.S. The company maintains its headquarters in
Knoxville, Tennessee, and its revenue for 2012 was approximately
$2.8 billion.

Headquartered in Portland, Oregon, Hollywood Theaters, Inc.
operates approximately 46 theaters and 530 screens primarily
located in the continental United States and in Hawaii and the
Pacific Islands. Annual revenue is approximately $150 million, and
the company is owned primarily by GTCR.


REMY INTERNATIONAL: Moody's Rates New $325MM Sr. Secured Loan B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Remy
International, Inc.'s new $325 million senior secured term loan.
The new term loan is expected to be used to refinance the
company's existing senior secured term loan, add cash to the
balance sheet, and for general corporate purposes. In a related
action, Moody's affirmed Remy's Corporate Family Rating at B1, and
Probability of Default Rating at B1-PD. The rating outlook is
stable.

The following rating was assigned:

  B1 (LGD3, 46%), to the $325 million senior secured term loan B
  due 2020

The following ratings were affirmed:

Remy International, Inc.:

  Corporate Family Rating, B1;

  Probability of Default, B1-PD;

The $95 million asset based revolving credit facility is not
rated.

Ratings Rationale:

Remy's B1 Corporate Family Rating reflects the company's
relatively strong EBIT margin and credit metrics for the assigned
rating balanced by the company's modest size, high customer and
regional concentrations, and high reliance on short-term factoring
facilities. Remy's EBIT margin approximated 10% for 2012 while
EBIT/Interest approximated, 3.5x. Yet, Remy's performance is
expected to be challenged over the near-term by the period of
missed new bidding opportunities during the company's bankruptcy
in 2009.

With GM representing about 20% of Remy's revenues, and the top
five customer representing about 50% of revenues, Remy's growth
prospects are largely limited to a select customer base. About
two-thirds of Remy's revenues are generated in North America where
a significant portion is exposed to the automotive and commercial
vehicle aftermarket. Competitive pricing pressures and soft
commercial vehicle demand have adversely impacted Remy's recent
performance and are expected to pressure growth and operating
profit over the coming quarters.

Remy is addressing these challenges with cost reduction actions,
new business wins, and maintenance of its technological
leadership. Moody's expects these actions to support the assigned
rating over the near-term. Weighing on Remy's ratings is its
extensive use of uncommitted accounts receivable factoring
programs which add liquidity risk to the company's financial
profile.

The stable outlook incorporates Remy's strong credit metrics for
the assigned rating and expectation of continued improvement in
global automotive industry conditions while recognizing near-term
performance softness. The company's capital structure should
support a modest amount of additional leverage including a modest
amount of un-renewed factoring programs.

Remy is anticipated to have adequate liquidity over the next
twelve months driven by cash on hand and expected free cash flow
generation. Pursuant to the proposed recapitalization transaction,
Remy's cash balances are expected to approximate $147 million.
Remy is anticipated to generate positive free cash flow over the
next twelve months. While this is consistent with the company's
performance over the recent years, the amount of positive free
cash flow generation is expected to be challenged by the roll-off
of certain platforms with Remy's largest customer, expected
softness in the coming quarters in the North American commercial
vehicle market, and increasing competition.

The successful execution of the strategic actions mentioned will
determine Remy's ability to generate free cash flow consistent
with recent years. Remy's utilization of factoring arrangements to
support its financial flexibility is a limiting consideration on
its liquidity profile as the inability to renew these factoring
arrangement would materially impact the company's financial
flexibility. As of December 31, 2012, gross amounts factored under
these facilities was about $183.5 million.

The $95 million asset based revolving credit facility was unfunded
at December 31, 2012, with borrowing base availability of about
$69 million after $2.9 million of issued letters of credit. The
asset based revolving credit has a springing fixed charge coverage
test of 1.1 to 1 when availability falls below certain levels.
Financial covenants under the term loan include a maximum leverage
test and a minimum interest coverage test for which there is
expected be ample cushion over the next twelve month. Alternate
liquidity is limited as essentially all the company's assets
secure the asset based revolver and term loan facilities.

Developments that could lead to an improved outlook or rating
include continued improvement in automotive industry conditions
supporting the company's ability to maintain EBIT/Interest of
about 3.5x and Debt/EBITDA at about 2.0x on a consistent basis. A
further hurdle to an improved outlook or rating is the company's
high reliance on short-term factoring lines.

Developments that could lead to a lower outlook or ratings include
deterioration in automotive industry conditions which are not
offset by cost saving actions resulting in EBIT/interest sustained
below 2.5x or Debt/EBITDA sustained above 3.5x. Higher usage or
the inability to renew accounts receivable factoring lines
resulting in reduced liquidity could also result in a lower rating
or outlook.

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

Remy, headquartered in Pendleton, Indiana, provides alternators,
starters and hybrid motors for the heavy duty and light duty
original equipment markets, as well as remanufactured alternators
and starters to the aftermarket. Revenues in 2012 were $1.1
billion. The company is largely owned by affiliates of Fidelity
National Financial, Inc.


REMY INTERNATIONAL: S&P Affirms 'B+' CCR; Rates $325MM Loan 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Remy International Inc. and revised the
outlook to positive from stable.  At the same time, S&P assigned a
'B+' issue-level rating and a '4' recovery rating, indicating an
average recovery (30%-50%) in the event of a default, to Remy's
$325 million term loan.

"The outlook revision reflects our opinion that Remy's credit
metrics continue to improve, and we believe that there is at least
a one-third probability we will raise the corporate credit rating
within the next year," said Standard & Poor's credit analyst
Lawrence Orlowski.  S&P believes commercial- and light-vehicle
production in North America will be flat, while Europe will be
weak in 2013.  S&P believes commercial vehicle production in North
America could be flat to slightly down in 2013 and fall about 9%
in Western Europe.  S&P forecasts light vehicle production to be
up 1% in North America in 2013 and fall about 9% in Western
Europe.  The projected weakness in Europe in 2013 stems in part
from the ongoing consumer uncertainty in the economy.

Standard & Poor's bases its ratings on the assessment of Remy's
business risk profile as "weak," reflecting volatile industry
demand, fierce competition, and the company's North American
business and product concentration.  Partly offsetting these
factors are the company's leading market positions, fair end-
market diversity, and substantial aftermarket business.  S&P views
the company's financial risk profile as "aggressive."  Based on
the 12 months ended Dec. 31, 2012, adjusted debt to EBITDA was
about 3x.  S&P expects the company's leverage to move above 3x due
to the increase in the amount of the new term loan versus the
existing one.  Nevertheless, the company's consistent free
operating cash generation and declining leverage to 3x or below in
2014 reflect an improving financial risk profile that could
support a higher rating.

In the fourth quarter of 2012, revenue was $268.3 million, down 6%
compared with $284.7 million in the fourth quarter of 2011 because
of weak demand in Europe and softening commercial-vehicle sales.
Adjusted EBITDA was $39.7 million, compared with $35.2 million in
the prior year.  The EBITDA margin was 14.8% in the quarter,
compared with 12.4% in the prior year.

Remy is the leading manufacturer in North America of commercial-
vehicle starters and alternators, and light-vehicle aftermarket
starters and alternators.  The company reports it holds the No. 3
position in the European aftermarket for remanufactured starters
and alternators, the No. 1 position in South Korea for light-
vehicle starters, the No. 2 position in South Korea for
commercial-vehicle starters, and the No. 3 position in China for
light-vehicle alternators.

The positive rating outlook reflects S&P's view that there is at
least a one-third probability that the company's financials could
support a higher rating over the next year.  To raise S&P's
rating, it would expect to see leverage at or below 3x and the
ratio of free operating cash flow to adjusted debt to be about 5%
on a sustained basis.  This could occur if revenue rose at least
10% in 2013 and gross margins were above 21%.

S&P could lower its rating if sales for light and commercial
vehicles decline because of weakening economic conditions and, as
a result, the company started to use free cash flow.  S&P could
also lower its rating if leverage moved above 4x, which could
happen if gross margins fall below 18% and sales growth declines
at least 5% from 2012 levels.


RESIDENTIAL CAPITAL: List of Contracts Assigned to Ocwen
--------------------------------------------------------
The Court authorized Residential Capital LLC and its affiliates to
assume and assign unexpired leases and executory contracts to
Ocwen Loan Servicing, LLC.

Schedules of the leases and contracts are available for free at:

         http://bankrupt.com/misc/rescap_lease0213.pdf
         http://bankrupt.com/misc/rescap_lease0214.pdf

On Feb. 15, 2013, ResCap completed the sale of the servicing
platform assets to Ocwen Loan Servicing, LLC, the mortgage
servicing arm of Ocwen Financial Corporation.  The United
States Bankruptcy Court, Southern District of Manhattan had
approved the sale of the assets last November.

The sale of ResCap's originations and capital markets platform to
Walter Investment Management Corp., and the sale of a whole loan
portfolio to Berkshire Hathaway were recently completed.  The
three sale transactions, in the aggregate, generated more than $4
billion in proceeds for the benefit of ResCap's creditors and
preserved more than 3,800 U.S. jobs.

                    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).


RHYTHM AND HUES: Arranges $17MM Financing From Fox and Universal
----------------------------------------------------------------
Special effects provider Rhythm And Hues, Inc., is seeking
approval from the Bankruptcy Court to obtain $17.1 million of DIP
financing from key clients Universal City Studios LLC and
Twentieth Century Fox, a division of Twentieth Century Fox Film
Corporation.

The Debtor has obtained approval to access $11 million of the
financing and will return to Bankruptcy Court in March to obtain
the remaining $7 million.

According to the Debtor, while the principal purpose of the loan
is to allow it to finish existing projects for Universal and Fox,
it will also allow the Debtor to remain in business for
approximately the next 75 days and, potentially for additional
time as new work is bid and secured.  During the next two month,
the Debtor intends to continue to market the business to third
party buyers with the potential goal of entering into a sale or
other financing transaction, allowing R&H to exit its chapter 11
case as a healthier company.

The loan from Fox and Universal are provided on favorable terms:
the loan bears interest at a fixed rate of 6% per annum and will
not mature until the earlier of Dec. 31, 2015 (almost three years
from today) and the effective date of a reorganization plan.
Default interest will be 9% per annum.

The extended repayment period will greatly assist the Debtor in
its restructuring efforts.  Thus, even if there is no immediate
sale opportunity, R&H may be able to emerge promptly from
Bankruptcy Court protection with additional third party financing.

In January, the lenders advanced $750,000 and $5.25 million on an
unsecured basis to help the Debtor fund its payroll.  The loan
allowed the Debtor to meet obligations and maintain operations
through the Feb. 7 closing of a sale to a third-party buyer.  But
the transaction failed to close and the Debtor ended up seeking
bankruptcy protection a week later.

                      Maturity in Three Years

The Debtor's projected cash collections, excluding the DIP Loan
proceeds, over the next 60 days consist of $5,617,000, which is
insufficient to pay projected operating expenses.  Even with the
reduced staff, the Debtor's projected cost of operations with only
the Fox and Universal projects is projected to be $22.05 million
through April 26, 2013.

The proposed DIP Loan will be in the maximum of $17.086 million to
be advanced in four installments: (1) $6 million to be advanced
upon entry of an order approving the DIP Loan on an interim basis;
(2) $5 million to be advanced on Feb. 19, 2013; (3) $4 million to
be advanced on March 18, 2013, but only after entry of an order
approving the DIP Loan on a final basis; and (4) $1.586 million to
be advanced on April 8, 2013.  In addition, there is a loan
allowance amount for the lenders' counsel up to $500,000.

              $50,000 for Committee Counsel Expenses

The DIP Loan will be secured by a first priority security interest
on substantially all of the Debtor's assets, subject to a carve-
out for (a) allowed and unpaid fees and expenses in an amount not
to exceed (i) $1 million for the Debtor's restructuring counsel,
Greenberg Glusker Fields Claman & Machtinger LLP; (ii) $500,000
for the Debtor's financial consultant, Scouler & Company LLC;
(iii) $50,000 for counsel for the Official Committee of Unsecured
Creditors, if any; and (iv) $150,000 for the Debtor's broker/
investment banker, and (b) all accrued and unpaid fees that arise
pursuant to 28 U.S.C. Sec. 1930.

                      March 12 Final Hearing

Following an initial hearing on the DIP financing on Feb. 15, the
bankruptcy judge granted interim approval of the loan and allowed
the Debtor to borrow as much as $11 million pending final
approval.  Bankruptcy Judge Neil W. Bason set a hearing for
March 12 at 2:00 p.m. to consider final approval of the financing.
Objections are due March 8 at 10:00 a.m.

Fox and Universal are represented by:

         Richard L. Wynne, Esq.
         Lori Sinanyan, Esq.
         JONES DAY
         555 S. Flower Street, 50th Floor
         Los Angeles, CA 90071

                        About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.

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 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.


RHYTHM AND HUES: Former Employee Barcelo Commences Class Suit
-------------------------------------------------------------
Anthony Barcelo, one of 250 individuals laid off from Hollywood
visual effects company Rhythm and Hues, Inc., has commenced a
class-action lawsuit via an adversary proceeding filed in
Bankruptcy Court alleging WARN Act violations.

According to the lawsuit, Barcelo, et al., were terminated without
cause, as part of, or as the result of, mass layoffs or plant
closings ordered by the Debtor on or about Feb. 11, 2013, and
within 30 days of that date, and who were not provided 60 days
advance written notice of their terminations, as required by the
Worker Adjustment and Retraining Notification Act ("WARN Act"), 29
U.S.C. Sec. 2101 et seq., and the California Labor Code Sec. 1400
et seq. ("CAL WARN Act").  They were not paid their full accrued
paid time off under California Labor Code Sec. 201 et seq.

The plaintiffs are represented by:

         Scott E. Blakeley, Esq.
         Ronald A. Clifford, Esq.
         BLAKELEY & BLAKELEY LLP
         2 Park Plaza, Suite 400
         Irvine, CA 92614
         Telephone: (949) 260-0611
         Facsimile: (949) 260-0613
         E-mail: seb@blakeleyllp.com
                 RClifford@blakeleyllp.com

                 - and -

         Jack A. Raisner, Esq.
         Rene S. Roupinian, Esq.
         OUTTEN & GOLDEN LLP
         3 Park Avenue, 29th Floor
         New York, NY 10016
         Telephone: (212) 245-1000
         E-mail: jar@outtengolden.com
                 rsr@outtengolden.com

                        About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.

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 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.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, are
providing DIP financing.  They are represented by Jones Day's
Richard L. Wynne, Esq., and Lori Sinanyan, Esq.


RHYTHM AND HUES: Ex-Employee Capizzi Files Class Suit
-----------------------------------------------------
Thomas C. Capizzi, on behalf of himself and all other persons
similarly situated, launched a class action on behalf of Rhythm
and Hues, Inc., employees, seeking damages in the amount of 60
days' pay and ERISA benefits by reason of the Debtor's violation
of the WARN Act.

Mr. Capizzi was terminated as part of, or as a result of, a mass
layoff ordered by the Debtor on or about Feb. 10, 2013.  The
Debtor violated the Worker Adjustment and Retraining Notification
Act, 29 U.S.C. Sec. 2101 - 2109. and its California counterpart
California Labor Code Sec. 1400 - 1408 by failing to give the
employees at least 60 days' advance notice of termination.

Capizzi is represented by:

         David M. Reeder, Esq.
         REEDER LAW CORPORATION
         1880 Century Park East, Suite 1200
         Los Angeles, CA 90067
         Tel: (310) 557-8911
         Fax: (310) 557-0380
         E-mail: david@reederlaw.com

                 - and -

         Stuart J. Miller, Esq.
         LANKENAU & MILLER, LLP
         132 Nassau Street, Suite 423
         New York, NY 10038
         Tel: (212) 581-5005 F: (212) 581-2122

                 - and -

         Mary E. Olsen, Esq.
         M. Vance McCrary, Esq.
         David C. Tufts, Esq.
         THE GARDNER FIRM, P.C.
         210 South Washington Avenue
         Mobile, AL 36602
         Tel: (251) 433-8100
         Fax: (251) 433-8181

                        About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.

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 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.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, are
providing DIP financing.  They are represented by Jones Day's
Richard L. Wynne, Esq., and Lori Sinanyan, Esq.


ROTHSTEIN ROSENFELDT: Investor Wants TD Bank Suit in Fla. Court
---------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that the head of the
largest feeder fund for Scott Rothstein's Ponzi scheme on Tuesday
called TD Bank NA's removal of his state court action to
bankruptcy court an attempt to flee a judge already disposed to
allowing punitive damages against the bank for its role in the
$1.2 billion scheme.

The report related that in a hearing before U.S. Bankruptcy Judge
Raymond Ray, attorneys for George Levin and his wife Gayla Sue
Levin argued that their suits alleging TD Bank was complicit in
the scheme belong in Florida state court.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case filed a bankruptcy plan and disclosure statement on Aug. 17.
The plan was filed and signed by the Committee attorney, Michael
Goldberg of Akerman Senterfitt, and not by the court-appointed
trustee Herbert Stettin.  The plan calls for the creation of a
liquidating trust and four classes of claimants.  A date for
confirmation of the plan was left blank.


SALON MEDIA: Incurs $806,000 Net Loss in Dec. 31 Quarter
--------------------------------------------------------
Salon Media Group, Inc., reported a net loss of $806,000 on
$1.0 million of revenue for the three months ended Dec. 31, 2012,
compared with a net loss of $997,000 on $943,000 of revenue for
the prior fiscal period.

For the nine months ended Dec. 31, 2012, the Company reported a
net loss of $3.0 million on $2.7 million of revenue, compared with
a net loss of $2.5 million on $2.7 million of revenue for the nie
months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.4 million
in total assets, $17.0 million in total liabilities, and a
stockholders' deficit of $15.6 million.

A copy of the Form 10-Q is available at http://is.gd/zqBNg6

                         About Salon Media

San Francisco, Calif.-based Salon Media Group, Inc., operates the
news site, Salon.com.  Salon.com covers breaking news, politics,
culture, technology and entertainment through investigative
reporting, fearless commentary and criticism, and provocative
personal essays.  Salon.com has bureaus in San Francisco and New
York City.

                           *     *     *

As reported in the TCR on July 3, 2012, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
Salon Media's ability to continue as a goinbg concern, citing
recurring losses, negative cash flows from operations and
accumulated deficit.


SCHOOL SPECIALTY: Auction Scheduled for March 25
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that School Specialty Inc. will hold an auction March 25
to learn if there is a better offer than selling the business to
Bayside Financial LLC in exchange for $95 million in secured debt.

The Debtors have signed an asset purchase agreement dated Jan. 28,
2013, with Bayside School Specialty LLC, a company formed by
prepetition term loan lenders.  Absent higher and better offers,
Bayside will purchase the assets for $95 million in the form of a
credit bid in an amount of the outstanding obligation under the
prepetition term loan and the DIP loans.

The report notes that whether Bayside succeeds in buying School
Specialty remains to be seen.  Holders of subordinated debentures
are working on a refinancing to pay off the Bayside debt, thus
giving more time to find a buyer or arrange an alternative
transaction.

According to the report, the bankruptcy court in Delaware gave
preliminary approval on Feb. 15 to auction and sale procedures.
Bids are first due on March 19.  A hearing to approve auction
results will take place March 27.

The report notes the court made the auction approval "preliminary"
in case debenture holders are able to refinance the Bayside debt,
thus removing the need for a quick sale.

The creditors' committee said in a court filing last week there is
"no doubt" the company is worth more than secured debt.  The
committee wants the court to slow down the sale process.  In
addition, the committee filed papers last week seeking the ability
to file a Chapter 11 plan.  The committee wants the hearing on
filing a plan to be held on Feb. 25 when financing for the
reorganization comes up for approval.

                    Loans Requiring Quick Sale

Jacqueline Palank at Daily Bankruptcy Review reports creditors who
challenged School Specialty's need for a speedy sale are now
targeting the loans that condition the education supply company's
access to cash on its upcoming auction.

The Debtors have arranged $50 million of DIP financing from
Bayside Finance LLC, the agent for the prepetition term loan
lenders.  The loan consists of (i) a credit facility of $50
million of new money funding from Bayside, (ii) a conversion
or roll up- of the $94.7 pre-bankruptcy term loan owed to Bayside
into a post-bankruptcy secured facility, and (iii) a $175 million
revolving credit to subsume the pre-bankruptcy revolver -- ABL
Roll-Up.

The Debtors said the DIP facilities are the best and only viable
financing options available to the Debtors.  The DIP facility will
mature June 30, 2013.  But the DIP lenders under the Bayside DIP
facility have set milestones, including:

    -- Entry of the bid procedures order on or before Feb. 8,
       2013;

    -- Deadline of submission of bids on or before March 19,
       2013;

    -- Auction date on or before March 25, 2013;

    -- Sale hearing to approve auction results on or before
       March 27, 2013;

    -- Closing date for sale to occur on ore before April 11,
       2013.

The Steering Committee of Convertible Noteholders of School
Specialty, Inc., holding approximately 99% of the $157.5 million
face amount of the unsecured 3.75% Convertible Subordinated
Debentures due 2026, has conveyed objections and said that it can
provide alternative financing on a non-priming basis to 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% 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.


SCOTTSDALE VENETIAN: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Scottsdale Venetian Village, LLC
        7595 E. McDonald Drive, #120
        Scottsdale, AZ 85250

Bankruptcy Case No.: 13-02150

Chapter 11 Petition Date: February 19, 2013

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

Judge: George B. Nielsen, Jr.

Debtor's Counsel: John J. Hebert, Esq.
                  POLSINELLI SHUGHART, P.C.
                  One East Washington Street
                  City Scape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2011
                  Fax: (602) 391-2546
                  E-mail: jhebert@polsinelli.com

                         - and ?

                  Wesley Denton Ray, Esq.
                  POLSINELLI SHUGHART, P.C.
                  One East Washington Street
                  City Scape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2005
                  Fax: (602) 926-2751
                  E-mail: wray@polsinelli.com

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

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

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

The petition was signed by Ceasar Perez, manager.


SEAFRANCE SA: Eurotunnel to Fight Antitrust Review of Ship Buy
--------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that Groupe Eurotunnel
SA on Tuesday said it will challenge a U.K. antitrust regulator's
stance that its EUR65 million (US$86 million) purchase of three
ships from collapsed ferry company SeaFrance SA could lead to
higher prices in the market for transport across the English
Channel.

The report related that the Competition Commission said earlier
Tuesday that by adding ferry services to Eurotunnel's existing
Channel Tunnel business, the company would boost its already high
share of the cross-Channel transport market, restricting
competition.

SeaFrance is the operator of the undersea rail link between
Britain and continental Europe.

The Commercial Court in Paris has ordered the full liquidation of
SeaFrance on the Jan. 9, 2012.  As a result, the company is no
longer able to trade.


SEARS HOLDINGS: B. Berkowitz Reports 17% Equity Stake at Dec. 31
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Bruce R. Berkowitz and his affiliates disclosed that,
as of Dec. 31, 2012, they beneficially own 18,146,573 shares of
common stock of Sears Holdings Corporation representing 17.1% of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/M6bIjM

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SECUREALERT INC: Incurs $562,000 Net Loss in Fiscal 2013 Q1
-----------------------------------------------------------
SecureAlert, Inc., reported a net loss of $562,043 on $6.1 million
of revenues for the three months ended Dec. 31, 2012, compared
with a net loss of $1.6 million on $4.3 million of revenues for
the three months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $28.4 million
in total assets, $23.4 million in total liabilities, and
stockholders' equity of $5.0 million.

A copy of the Form 10-Q is available at http://is.gd/aqqkl8

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

                           *     *     *

As reported in the TCR on Hansen, Barnett & Maxwell, P.C., in Salt
Lake City, Utah, expressed substantial doubt about SecureAlert's
ability to continue as a going concern, citing losses, negative
cash flows from operating activities, notes payable in default and
accumulated deficit.


SPEEDY CASH: Higher Debt Service Cues Moody's to Cut CFR to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Speedy Cash Holdings Corp. to Caa1 from B3. Subsequently,
Moody's assigned a CFR of Caa1 to Speedy Group Holdings Corp. a
new holding company formed to issue $125 million of Senior
Unsecured Notes. Concurrently, Moody's will withdraw the CFR of
Speedy Cash Holdings Corp.

In addition, Moody's assigned a Caa3 rating to the Senior
Unsecured Notes issued by Speedy Cash and downgraded to Caa1 from
B3 the rating on Senior Secured Notes issued by Speedy Cash
Intermediate Holdings Corp. The outlook is stable.

The assignment of the Caa1 CFR to Speedy Cash as well the
downgrade of the Senior Secured Notes to Caa1 are based on the
company's aggressive capital practices. Proceeds from the $125
million Senior Unsecured Notes issuance will be used to pay a
distribution to the company's equity holders. The new Senior
Unsecured Notes issuance results in a significant increase in debt
service and accompanying corporate leverage. The increased debt
service will divert excess cash flow that could otherwise be used
to support growth.

The two notch differential between the CFR and Senior Unsecured
Notes ratings reflects the position of the Caa3 Senior Unsecured
Notes in Speedy Cash's capital structure, as well as the limited
unencumbered assets to support the unsecured debt. The Senior
Unsecured Notes are structurally subordinated to the Caa1-rated
Senior Secured Notes, which are guaranteed by the Company's
operating subsidiaries.

The ratings could be upgraded if the company meaningfully
decreases its leverage, improves interest coverage levels and
adopts a more conservative financial policy.

The ratings could be downgraded due to a deterioration of Speedy
Cash's profitability, leverage, and/or liquidity position beyond
anticipated tolerances.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.

Speedy Cash, based in Wichita, Kansas, is a financial services
retailer serving the subprime consumer sector with operations in
the US, UK and Canada.


SPEEDY CASH: Moody's Downgrades Senior Secured Notes to Caa1
------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Speedy Cash Holdings
Corp., a financial-services retailer serving the subprime consumer
sector with operations in the U.S., U.K. and Canada, had its
corporate family rating downgraded by Moody's Investors Service
Inc. to Caa1 from B3.

The agency rates the company's $440 million in senior secured
notes at Caa1, lowered from B3. The $125 million senior unsecured
notes are rated Caa3. The outlook is stable.

The rating difference between the corporate family rating and the
senior unsecured notes "reflects the position of the Caa3 senior
unsecured notes in Speedy Cash's capital structure, as well as the
limited unencumbered assets to support the unsecured debt,"
Moody's said in a statement Feb. 19.

The ratings for the Wichita, Kansas-based company could be
upgraded if "the company meaningfully decreases its leverage,
improves interest coverage levels and adopts a more conservative
financial policy," or downgraded again if there is "deterioration
of Speedy Cash's profitability, leverage, and/or liquidity
position beyond anticipated tolerances."


SPEEDY GROUP: S&P Assigns 'B' ICR; Rates $125MM Notes 'CCC+
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issuer
credit rating to Speedy Group Holdings Corp.  At the same time,
S&P assigned the 'CCC+' issue rating and '6' recovery rating to
Speedy Group's $125 million senior unsecured notes.  The outlook
on the issuer credit rating is stable.

The ratings on Speedy Cash Holdings Corp. and its newly formed
holding company, Speedy Group, are the same because Speedy Group
has no assets except its investment in Speedy Cash.

"We view the additional debt as a negative factor for the rating
on Speedy Group," said Standard & Poor's credit analyst Igor
Koyfman.  However, after accounting for Speedy Group's newly
issued $125 million senior unsecured notes, S&P expects the
company's debt to adjusted EBITDA and adjusted EBITDA to interest
expense will be 4.0x-4.5x and 2.0x-2.5x, respectively, in 2013,
which S&P believes is commensurate with the issuer credit rating.
(S&P adjusts EBITDA for operating leases and nonrecurring items.)
The proceeds of the senior unsecured notes were distributed to the
company's shareholders.

"The stable outlook reflects our expectation that Speedy Group
will maintain cash flow coverage ratios commensurate with the
rating," said Mr. Koyfman.  "We also expect that consumer demand
for Speedy Cash's products will remain steady."

S&P could lower the rating if Speedy Group's credit measures
deteriorate.  This could occur if adverse legislative or
regulatory actions lead to financial underperformance or if a
large debt-funded acquisition does not produce proportionate
EBITDA.  Specifically, S&P could lower the rating if its
expectation for debt to adjusted EBITDA exceeds 5.0x or if the
adjusted EBITDA to interest expense declines to less than 2.0x.

S&P could raise the rating if Speedy Group establishes a strong
financial track record over the next few years and improves its
product and geographic diversification.  However, S&P don't
believe that an upgrade is likely, given the company's aggressive
growth strategy and recent shareholder returns.


SPIRIT REALTY: TPG-Axon Discloses 7% Equity Stake at Dec. 31
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, TPG-Axon Management LP and its affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 6,568,408 shares
of common stock of Spirit Realty Capital, Inc., representing 7.7%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/0QsjsK

                        About Spirit Realty

Spirit Finance Corporation (now known as Spirit Realty Capital,
Inc.) headquartered in Phoenix, Arizona, is a REIT that acquires
single-tenant, operationally essential real estate throughout
United States to be leased on a long-term, triple-net basis to
retail, distribution and service-oriented companies.

The Company's balance sheet at Sept. 30, 2012, showed $3.20
billion in total assets, $1.98 billion in total liabilities and
$1.22 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Jan. 30, 2013, Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Spirit Realty
Capital Inc. (Spirit) on CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that Spirit
will merge with Cole Credit Property Trust II (unrated), a
nontraded REIT, in a stock-for-stock exchange," said credit
analyst Elizabeth Campbell.  "The merged company, which will
retain the name Spirit, will become the second-largest publicly
traded triple-net-lease REIT in the U.S. with a pro forma
enterprise value of approximately $7.1 billion."

In the Sept. 15, 2011, edition of the TCR, Moody's Investors
Service affirmed the corporate family rating of Spirit Finance
Corporation at Caa1.

"This rating action reflects Spirit's consistent compliance with
its term loan covenants throughout the downturn (despite
relatively thin cushion at certain times), as well as the recent
debt paydown which, in Moody's view, will help Spirit remain in
compliance within the stated covenant limits going forward."


SPIRIT REALTY: James Dondero Holds 5% Equity Stake at Dec. 31
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, James D. Dondero and his affiliates disclosed that, as
of Dec. 31, 2012, they beneficially own 4,385,584 shares of common
stock of Spirit Realty Capital, Inc., representing 5.2% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/49bZY9

                        About Spirit Realty

Spirit Finance Corporation (now known as Spirit Realty Capital,
Inc.) headquartered in Phoenix, Arizona, is a REIT that acquires
single-tenant, operationally essential real estate throughout
United States to be leased on a long-term, triple-net basis to
retail, distribution and service-oriented companies.

The Company's balance sheet at Sept. 30, 2012, showed $3.20
billion in total assets, $1.98 billion in total liabilities and
$1.22 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Jan. 30, 2013, Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Spirit Realty
Capital Inc. (Spirit) on CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that Spirit
will merge with Cole Credit Property Trust II (unrated), a
nontraded REIT, in a stock-for-stock exchange," said credit
analyst Elizabeth Campbell.  "The merged company, which will
retain the name Spirit, will become the second-largest publicly
traded triple-net-lease REIT in the U.S. with a pro forma
enterprise value of approximately $7.1 billion."

In the Sept. 15, 2011, edition of the TCR, Moody's Investors
Service affirmed the corporate family rating of Spirit Finance
Corporation at Caa1.

"This rating action reflects Spirit's consistent compliance with
its term loan covenants throughout the downturn (despite
relatively thin cushion at certain times), as well as the recent
debt paydown which, in Moody's view, will help Spirit remain in
compliance within the stated covenant limits going forward."


STANFORD INT'L BANK: Investors Sue Antigua, Caribbean Central Bank
------------------------------------------------------------------
Laurel Brubaker Calkins, writing for Bloomberg News, reported that
R. Allen Stanford's receiver and investors' committee sued
Antigua, the Eastern Caribbean Central Bank and 23 former Stanford
Financial Group Co. executives over allegations they aided the
financier's $7 billion fraud.

Bloomberg said the Official Stanford Investors Committee seeks
repayment of at least $90 million in documented loans Stanford
made to the dual-island nation of Antigua and Barbuda and accuses
its elected officials of having been "Stanford's partners in
crime." The nation's leaders shielded Stanford's scheme and traded
choice real estate for as much as $230 million in loans that
haven't been repaid, according to the lawsuit.

"Antigua knowingly provided necessary assistance to Stanford's $7
billion Ponzi scheme and, in exchange, received millions of
dollars in loans whose repayment terms Stanford did not enforce,''
the committee said in a complaint filed in Dallas federal court on
Feb. 15, according to Bloomberg. "For well over a decade, Antigua
was a prime participant in, and beneficiary of, the Stanford Ponzi
scheme, and actively protected and shielded Stanford's criminal
enterprise from real regulatory scrutiny."

Bloomberg recalled that Stanford, 62, was convicted in March of
masterminding a Ponzi scheme that defrauded investors through the
sale of bogus certificates of deposit at his Antigua-based
Stanford International Bank Ltd. He is serving a 110-year sentence
in a Florida federal prison as he appeals his verdict and
sentence.

The investors on Feb. 15 separately sued the Eastern Caribbean
Central Bank, which nationalized Stanford's other island financial
institution, the Bank of Antigua, after the U.S. Securities and
Exchange Commission seized Stanford's enterprise on suspicion of
fraud in February 2009, according to Bloomberg.  The ECCB in turn
parceled out ownership in the bank to the government of Antigua
and to other Caribbean banks in what the investors called "a
second act of brazen thievery." The head of ECCB's monetary
council at the time was Antiguan Minister of Finance Errol Cort,
who was both King's supervisor and one of Stanford's personal
attorneys, according to court papers.

The cases are The Official Stanford Investors Committee v. Antigua
and Barbuda, 3:13-cv-0760; The Official Stanford Investors
Committee v. Bank of Antigua, 3:13-cv-0762; Janvey v. Alvarado,
3:13-cv-0775. All are in U.S. District Court, Northern District of
Texas (Dallas).

The main criminal case is U.S. v. Stanford, 09-cr-342, U.S.
District Court, Southern District of Texas (Houston).

                 About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.


STATION CASINOS: S&P Assigns 'CCC+' Rating to $500MM Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Las Vegas-based
Station Casinos LLC's proposed $500 million senior notes its
'CCC+' issue-level rating, with a recovery rating of '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
for lenders in the event of a payment default.  The company plans
to use proceeds from the notes issuance in conjunction with its
proposed $1.975 billion senior secured credit facility to
refinance its existing debt.  On Feb. 15, 2013, S&P assigned
the proposed senior secured credit facility its 'B' issue-level
rating with a recovery rating of '3', indicating S&P's expectation
for meaningful (50% to 70%) recovery for lenders in the event of a
payment default.

Also on Feb. 15, 2013, S&P revised its rating outlook on Station
Casinos LLC to positive from stable and affirmed S&P's 'B'
corporate credit rating.  The revision of the rating outlook to
positive from stable reflects S&P's expectation for an improving
financial risk profile from the proposed transactions because they
eliminate the intermediate term refinancing risk associated with
Station's previous capital structure.  Additionally, S&P believes
EBITDA growth and debt repayment over the next two years could
result in a reduction in adjusted debt to EBITDA to below 6x by
the end of 2014, which would be in line with a one notch higher
rating, in S&P's view.

RATINGS LIST

Station Casinos LLC
Corporate Credit Rating             B/Positive/--

New Rating

Station Casinos LLC
$500M senior notes due 2021         CCC+
   Recovery Rating                   6


STEVE & BARRY'S: Cerberus Rips Ruling in Malpractice Case
---------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that a Cerberus Capital
Management LP affiliate told a New York state appeals court
Tuesday that a lower court didn't need expert testimony to find
that Paul Hastings LLP mismanaged the private equity firm's bid to
acquire the assets of bankrupt retailer Steve & Barry's.

The report related that Stuart L. Shapiro of Shapiro Forman Allen
& Sava LLP, who represents Cerberus affiliate Ableco Finance LLC,
told a five-judge appellate panel during a hearing that Judge
Shirley Werner Kornreich should have granted Ableco summary
judgment in the legal malpractice case.

                        About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual apparel
retailer that offers high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operates
276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 protection on July 9, 2008 (Bankr.
S.D.N.Y. Lead Case No. 08-12579).  Lori R. Fife, Esq., and Shai
Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &
Barry's Manhattan LLC (Case No. 08-12579) has been changed to
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they disclosed $693,492,000
in total assets and $638,086,000 in total debts.


SUNGARD DATA: S&P Assigns 'BB' Rating to $2BB Term Loan Due 2020
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' rating to U.S.
software and technology services company SunGard Data Systems
Inc.'s proposed issuance of a $2 billion term loan maturing 2020.
The recovery rating is '1', indicating S&P's expectation of very
high (90% to 100%) recovery in the event of a payment default.
Issue proceeds will be used to refinance existing debt.

S&P's 'B+' corporate credit rating and other ratings on Wayne,
Pa.-based SunGard are unchanged.

The ratings on SunGard reflect Standard & Poor's Ratings Services'
expectation that the company's "satisfactory" business risk
profile and significant base of recurring revenues will continue
to support its "highly leveraged" financial risk profile.  The
ratings also reflect SunGard's adequate liquidity, healthy cash
flow generation, and strong position in the fragmented market for
investment-support processing software.

S&P's stable outlook reflects SunGard's strong market position in
diversified market segments and consistent operating performance.
S&P's view that the company's private-equity ownership structure
is likely to prevent sustained debt reduction currently limits any
potential for an upgrade.  The company's defensible market
positions and high recurring revenue base lessen the potential for
credit deterioration.  However, sustained leverage in excess of
7x because of acquisitions or shareholder-friendly initiatives
could lead to lower ratings.

RATINGS LIST

SunGard Data Systems Inc.
Corporate Credit Rating                    B+/Stable/--

New Rating

SunGard Data Systems Inc.
$2 Bil. Sr. Secured Due 2020               BB
   Recovery Rating                          1


T&T ENERGY: Coal Miner Files for Bankruptcy in Kentucky
-------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that T&T Energy LLC, a
Kentucky-based coal miner, sought bankruptcy protection from
creditors (Bankr. E.D. Ky. Case No. 13-60231) without citing a
reason.

The company disclosed debt of about $17 million and assets of
about $8.5 million in Chapter 11 documents filed Feb. 19 in
U.S. Bankruptcy Court in its hometown of London, Kentucky.

The company operates in two active mines and has two new mines and
one abandoned mine, all in Kentucky, according to information on
data comparison and search engine website findthedata.org.

The company had sales of $26.1 million for fiscal 2012, down about
31% from the previous year, court papers show.


THOMPSON CREEK: Kevin Douglas Reports 7% Equity Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Kevin Douglas and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 12,011,855 shares
of common stock of Thompson Creek Metals Company Inc. representing
7.1% of the shares outstanding.  Mr. Douglas previously reported
beneficial ownership of 8,500,000 common shares or a 5% equity
stake as of Sept. 12, 2012.  A copy of the amended filing is
available for free at http://is.gd/pHeXA6

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


THQ INC: Deal for Take-Two to Take Over WWE Games Approved
----------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that THQ Inc., the now
broken-up video-game maker, won court approval of a deal
terminating its contracts to produce games based on the World
Wrestling Entertainment Inc. and also allows Take-Two Interactive
Software Inc. to take over development and production of future
games for the series.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath
approved the deal at a hearing Feb. 19 in Wilmington, Delaware,
court filings show.  THQ's agreement with the maker of the "Grand
Theft Auto" video-game franchise, WWE and Yuke's Co., a Japanese-
based game-developer that was contracted by THQ to help produce
the wrestling video-games, will save the company millions of
dollars by reducing claims against the bankrupt video-game maker,
according to court documents.

The report relates that without the agreement, WWE and Yuke's
claims "would certainly exceed $30 million and might exceed $60
million," THQ lawyers said in court papers filed last week.

The report relates that under the accord, the WWE and Yuke's
contracts will be terminated and the companies will be allowed to
enter into new agreements with Take-Two, which will hire THQ's
employees who work on the wrestling games, according to court
documents.  WWE agreed to waive its pre-bankruptcy claims of about
$45 million and any claims for annual royalty advances of about
$7.5 million for the licensing contract that would have run
through 2017.  THQ will pay WWE $650,000 in royalty payments for
the WWE games sold while under bankruptcy protection.  THQ owns
about 14 percent of Yuke's equity and has agreed to give the
Japanese developer back the 1.55 million shares, about $4.5
million in value, in exchange for a release of Yuke's pre-
bankruptcy claims of about $15 million to $20 million.  Yuke's
will also get a $250,000 royalty payment.

                          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: Shareholder Official Committee of Equity Holders
---------------------------------------------------------
Sami Onur, a shareholder in the THQ Inc., et al.'s Chapter 11
cases, asks the U.S. Bankruptcy Court for the District of Delaware
to appoint an official committee of equity interest holders.  The
shareholder relates that the investors "shareholders" would like
the Court to postpone the auction and liquidation of the Company
for four weeks until they have the opportunity to more fully
develop a detailed plan that will allow the Company to emerge from
bankruptcy intact.

                           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.


TRANS NATIONAL COMMS: Wins Court Approval of Sale Procedures
------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Trans National
Communications International Inc., a Boston-based reseller of
telecommunications services, won court approval of guidelines that
will govern the sale of virtually all its assets.

The report relates that U.S. Bankruptcy Judge William C. Hillman
granted the company's request and scheduled a hearing to approve a
sale for March 13, according to papers filed Feb. 15 in bankruptcy
court in Boston.  TNCI set a March 5 deadline for competing offers
to be submitted and will hold a March 11 auction if it receives
more than one acceptable bid.

TNCI, the report discloses, reached an agreement with Blue Casa
Telephone LLC to serve as its "stalking-horse" or lead bidder for
substantially all its assets with an offer of about $14 million,
court documents show.

               About Trans National Communications

Boston, Massachusetts-based phone and data communication services
provider Trans National Communications filed for Chapter 11
bankruptcy protection (Bankr. D. Mass. Case No. 11-19595) on
Oct. 9, 2011, estimating $1 million to $10 million in assets and
$10 million to $50 million in debts.

Judge William C. Hillman oversees the case.  Harold B. Murphy,
Esq. and Christopher M. Condon, Esq., at Murphy & King, serve as
the Debtor's counsel.  Verdolino & Lowey, P.C., serves as the
Debtor's financial advisors.  Mintz Levin Cohn Ferris Glovsky and
Popeo PC serves as the Debtor's special telecommunications
counsel.  The Staten Group and Bruce E. Rogoff, as chief
restructuring officer and advisor.

Anthony L. Gray, Esq., at Pollack & Flanders, LLP; and Kenneth M.
Misken, Esq., at Miles & Stockbridge, P.C., represent the Official
Committee of Unsecured Creditors.


TRIAD GUARANTY: William Ratliff Discloses 20.5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, William T. Ratliff, III, and his affiliates
disclosed that, at calendar year 2012, they beneficially own
3,143,444 shares of common stock of Triad Guaranty, Inc.,
representing 20.5% of the shares outstanding.  Mr. Ratliff
previously reported beneficial ownership of 3,133,444 common
shares or a 20.4% equity stake as of Feb. 13, 2012.  A copy of the
amended filing is available for free at http://is.gd/D5sgcR

                        About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

                 Going Concern/Bankruptcy Warning

"The Company has prepared its financial statements on a going
concern basis under GAAP, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  However, there is substantial doubt as
to the Company's ability to continue as a going concern.  This
uncertainty is based on, among other things, Triad's current non-
compliance with a provision of the second Corrective Order, the
possible failure of Triad to comply with other provisions of the
Corrective Orders, and the Company's ability to generate enough
income over the term of the remaining run-off to overcome its
$802.8 million deficit in assets at September 30, 2012."

The positive impact on statutory surplus resulting from the second
Corrective Order has resulted in Triad reporting a policyholders'
surplus in its SAP financial statements of $224.1 million at
Sept. 30, 2012, as opposed to a deficiency in policyholders'
surplus of $834.5 million on the same date had the second
Corrective Order not been implemented.  While the implementation
of the second Corrective Order has deferred the institution of an
involuntary receivership proceeding, no assurance can be given
that the Department will not seek receivership of Triad in the
future and there continues to be substantial doubt about the
Company's ability to continue as a going concern.

The Department may seek receivership of Triad based on Triad's
current non-compliance with a provision of the second Corrective
Order or for any other violation of the Illinois Insurance Code.
Moreover, if the Department determines that Triad is insolvent
under applicable law, it would be required to institute a
receivership proceeding over Triad.  In addition, the Department
retains the inherent authority to institute such proceedings
against Triad for any reason and Triad has previously agreed not
to contest the taking of any such actions.

As of Nov. 14, 2012, the Department has not issued any final
decision or order as a result of the public hearing and Triad's
request to amend the second Corrective Order.  Because the subject
matter of the hearing specifically included an assessment of
whether the Department should implement a different regulatory
approach with respect to Triad, including institution of
receivership proceedings for the conservation, rehabilitation or
liquidation of Triad, the Company believes institution of such a
proceeding could be imminent.  If this should occur, among other
things, TGI could lose control of Triad and could be forced to
deconsolidate its financial statements.  Any such actions would
likely lead TGI to institute a proceeding seeking relief from
creditors under U.S. bankruptcy laws, or take other steps to wind
up its business and liquidate.  See Item 1A, "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December
31, 2011 for more information.

As reported by the TCR on Dec. 12, 2012, the Illinois Department
of Insurance has issued an Administrative Order recommending that
Triad Guaranty Insurance Corporation be placed in rehabilitation.
Upon entry of the Order of Rehabilitation by the Court, the
Director of the Illinois Department of Insurance will be vested
with possession and control over all of the assets and liabilities
of Triad and Triad Guaranty Inc. will cease to have any oversight
or management authority over Triad or its business and affairs.


TRINITY COAL: Creditors Force Essar Mining Companies to Ch. 11
--------------------------------------------------------------
Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch have submitted documents to the U.S.
Bankruptcy Court for the Eastern District of Kentucky to force
Trinity Coal Corporation and 15 affiliates, including Frasure
Creek Mining LLC, to Chapter 11 bankruptcy and have a trustee
replace management of the coal mining company.

The three entities say they are owed a total of $104 million on
account loans provided to Trinity, a wholly owned subsidiary of
privately held multinational conglomerate Essar Global Limited.

Credit Agricole, as administrative agent, issued a notice of
acceleration and demand for payment on Feb. 11, 2013 as a result
of Trinity's defaults.  The lenders sent Trinity Coal to Chapter
11 after the company's management refused to develop a
comprehensive restructuring plan or even cooperate with lenders
despite defaults and its state of serious distress.

Credit Agricole is seeking joint administration of the involuntary
Chapter 11 cases.  A hearing was scheduled for Feb. 20, 2013 at
9:30 a.m.

                       Rapid Deterioration

The lenders claim that Trinity's business operations and financial
condition have been in steady decline.

Trinity has been in default under the Credit Agreement since
August 2011, and ceased making its scheduled quarterly principal
and accrued interest payments to Credit Agricole in June 2012.

Taft A. McKinstry, Esq., at Fowler Bell PLLC, counsel to the
petitioning creditors, relates that as of Dec. 31, 2012, Trinity
had over $33 million of trade accounts payable, with nearly all
96% over 60 days past due.  Despite representations by Trinity
that Essar would inject needed capital, Trinity continued to
cannibalize its inventory and accounts receivables, and has not
reduced its liabilities to its creditors.  Instead, Trinity's
accounts payable have continued to rise by $10 million over the
past 14 months and the value of its inventory and accounts
receivable has been vastly depleted.

Trinity's failure to pay its creditors has resulted in over 50
lawsuits being filed against Trinity, according to the lenders.

The lenders said they asked -- but Trinity refused -- to retain
counsel or restructuring advisors to provide sound advice
concerning its creditors and a comprehensive restructuring.

Three of Trinity's largest trade creditors -- Austin Powder
Company, Whayne Supply Company and Cecil I. Walker Machinery Co.
-- are owed almost $20 million.  On Feb. 14, 2013, Austin Powder,
Whayne, and Walker filed an involuntary petition for relief under
Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure
Creek Mining, LLC.  On Feb. 19, 2013, Credit Agricole, ING Capital
and Natixis joined as petitioning creditors.

                           Mismanagement

Mr. McKinstry notes that Essar controls the management of Trinity
by virtue of its selection and oversight of Trinity's officers and
board of directors.  In mid-2011, Trinity's entire executive
management team, led by Chief Executive Officer Ken Woodring, all
resigned.  Since then, Trinity's management and board of directors
have been constant state of turnover.  Since 2011, Trinity has had
five CEOs, three CFOs, six COOs, and three general counsels.

"The high rate of turnover in Trinity's management suggests that
Essar is interfering with Trinity's management's ability to
exercise control and restructure Trinity," the lenders aver.

Acting General Counsel Jonathan Levy abruptly resigned from his
post in January 2013.  On Jan. 25, Mr. Levy sent an e-mail to a
contractor, stating "I honestly believe the whole thing [Trinity]
is going to collapse.  [CFO] Rakesh [Kapur] has no idea what he is
doing and Vijay [Modi] is useless."

According to Credit Agricole, on several occasions Trinity's
current management has presented materially misleading cash
forecasts for Trinity.  The forecasts showed tens of millions of
dollars of cash infusions from July 2012 through January 2013, but
only $3 million was actually injected into Trinity in December
2012.

As of Feb. 8, 2013, approximately $1.7 million of Trinity's total
receivables of $2.5 million are due from Essar Steel Algoma Inc,
which is an "insider" affiliate -- a further evidence of a
conflict between Essar and Trinity, the lenders point out.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.


TRINITY COAL: Creditors Want Trustee, Offer $15MM for Wind-Down
---------------------------------------------------------------
Creditors who signed the involuntary Chapter 11 petition for
Frasure Creek Mining, LLC, Trinity Coal Corporation and other
affiliates ask the bankruptcy court to order the appointment of a
Chapter 11 trustee for the Debtors during the "gap" period prior
to entry of an order for relief in the alleged debtors'
involuntary cases and on a permanent basis.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch, owed $104 million on defaulted loans,
say there's cause for appointment of a Chapter 11 trustee due to
the gross mismanagement, dishonesty, and failure to fulfill
fiduciary responsibilities by current management of the Debtors.

"Since 2011, Trinity has been in a state of serious financial
distress.  The gross mismanagement of Trinity's affairs by its
current management has put Trinity in a precarious financial
situation.  Trinity has failed to pay its creditors, many of whom
have now taken legal action against Trinity by filing lawsuits to
collect past due amounts.  Certain of Trinity's creditors have
also commenced an involuntary petition for relief under Chapter 11
of the Bankruptcy Code against Frasure Creek Mining, LLC.
Trinity's liabilities continue to grow, with Trinity's accounts
payable growing by approximately $10 million to $31,948,148.59,
from December 2011 to February 4, 2013," explains Taft A.
McKinstry, Esq., at Fowler Bell PLLC, counsel to the petitioning
creditors.

"Trinity's failure to resolve its defaulted obligations owed to
one of its secured creditors puts Trinity at risk of losing
certain of its heavy equipment that is necessary for it to
continue its mining operations and complete reclamation activities
required by law.  Trinity also faces additional funded liability
of up to $49 million under the Credit Agreement if the letters of
credit securing its surety bonds are drawn by Trinity's sureties.
The continuous turnover among Trinity's officers and the failure
of Trinity's management to retain restructuring advisors to
develop a comprehensive restructuring plan have caused Credit
Agricole to lose all confidence in Trinity's current management."

                      $15 Million for Wind Down

The lenders say that should a trustee be appointed, Credit
Agricole and ING have secured commitments for approximately $15
million in new postpetition financing for Trinity to aid in an
orderly liquidation of Trinity's assets that maximizes potential
recoveries for all its creditor constituencies.  In addition, in
the event a trustee is appointed, each of the Lenders have also
committed to a postpetition extension of Trinity's approximately
$49 million in outstanding, unfunded Letters of Credit.

Given all of the gross missteps committed by Essar and Trinity's
current management, however, the Lenders are not willing to commit
to the Postpetition Financing and the L/C Rollup unless an
independent fiduciary is given complete control over Trinity's
management.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.


TRINITY COAL: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Entities subject to Involuntary Chapter 11 Petition:

     Involuntary Debtor         Case No.
     ------------------         --------
Trinity Coal Corporation        13-50364
  4978 Teays Valley Road
  Scott Depot, WV 25560
Frasure Creek Mining LLC        13-50370
Trinity Parent Corporation      13-50372
Trinity Coal Marketing, LLC     13-50373
Little Elk Mining Company, LLC  13-50374
Trinity Coal Partners, LLC      13-50375
Hughes Creek Terminal, LLC      13-50376
Bear Fork Resources, LLC        13-50377
Banner Coal Terminal, LLC       13-50378
Falcon Resources, LLC           13-50379
Prater Branch Resources, LLC    13-50380
Deep Water Resources, LLC       13-50381
North Springs Resources, LLC    13-50382
Levisa Fork Resources, LLC      13-50383
Trinity RMG Holdings, LLC       13-50384
RMG, Inc.                       13-50385

Involuntary
Petition Date:       February 19, 2013

Bankruptcy Court:    United States Bankruptcy Court
                     Eastern District of Kentucky (Lexington)

Counsel to
Petitioning
Creditors:        Arsalan Muhammad, Esq.
                  Charles A Beckham, Jr., Esq.
                  Christopher L. Castillo, Esq.
                  HAYNES AND BOONE, LLP
                  1221 McKinney, Suite 2100
                  Houston, TX 77010
                  Tel: 713-547-2000
                  Email: arsalan.muhammad@haynesboone.com
                         Charles.Beckham@haynesboone.com
                         christopher.castillo@haynesboone.com

                       - and -

                  Taft A. McKinstry, Esq.
                  300 West Vine Street, Suite 600
                  Lexington, KY 40507
                  Tel: (859) 252-6700
                  E-mail: bankruptcy@fowlerlaw.com

     Petitioning Creditors                          Claim Amount
     ---------------------                          ------------
Credit Agricole Corporate & Investment Bank          $73,235,128
1301 Avenue of the Americas
New York, NY 10019

ING Capital LLC                                      $18,281,317
1325 Avenue of the Americas
New York, NY 10019

Natixis, New York Branch                             $12,824,722
1251 Avenue of the Americas
New York, NY 10019
                                                    ------------
                                                    $104,341,167

According to the involuntary Chapter 11 petition, ING Capital also
hired the law firm of Patton Boggs LLP in Dallas while Natixis
retained Reed Smith of New York.


US POSTAL: Congress Urged to Act Swiftly to Restore Stability
-------------------------------------------------------------
Quad/Graphics Chairman, President & CEO Joel Quadracci urges
Congress to move swiftly to put the U.S. Postal Service (USPS) on
a path to sustainability, noting that the $65 billion Postal
Service is at the core of a $1.3 trillion mailing industry that
provides family-supporting jobs for 8.4 million Americans, nearly
200,000 of whom live and work in Wisconsin.

Mr. Quadracci shared his insights on the importance of the U.S.
Postal Service to private industry and the U.S. economy at the
Senate Homeland Security and Governmental Affairs Committee's
hearing on "Solutions to the Crisis Facing the U.S. Postal
Service" on February 13.  He was the only printer and member of
private industry invited to testify.

"The Postal Service is the backbone for a large portion of the
private sector and plays an integral role in our economy,
extending across every type of mailer and the printing, paper and
technology industries that supply them," Mr. Quadracci said in
written testimony provided in advance of the hearing.  "These
businesses support services in a marketplace that include cost-
effective advertising, magazines, catalogs, e-commerce and
prescription drug fulfillment, as well as what is still a huge
amount of statements, bills and greeting cards, and an expanding
package delivery segment."

Mr. Quadracci believes ensuring the viability of the USPS is not a
partisan issue and that Congress has the ability to not only save
a proud American institution, but also support and promote a
vibrant private sector.

The businessman's home state of Wisconsin is in a unique position
with respect to meaningful postal reform as both its senators
serve on the Homeland Security and Government Affairs Committee.
In fact, Senator Tammy Baldwin (D-Wisconsin) met directly with
Mr. Quadracci following the hearing to better understand the
importance of the Postal Service to the Wisconsin business
community and the U.S. economy as a whole.

During his oral testimony, Mr. Quadracci said that while print is
changing and will continue to evolve in our multichannel world, it
is still an effective marketing and communications medium -- and
one that connects and integrates well with other media channels.
However, as marketers lose confidence in the long-term
sustainability of the Postal Service, they may choose to redirect
their marketing spend to other channels.  "The uncertainty is
there and they're not sure what to do," he said of marketers who
are seeking the best channels for maximizing response rates and
revenues.  If postage costs begin to outweigh the benefits from
increased response, for example, marketers may move away from
printed mailings to other media channels, he explained.  "The
competition is real and it is out there," Mr. Quadracci told the
committee.

Among the core elements of postal reform Mr. Quadracci would like
Congress to implement are:

-- Ensuring the USPS has the authority to streamline its
operations.  The USPS has infrastructure and capacity to handle
and process 300 billion pieces of mail annually.  According to
USPS estimates, mail volume will only be 153 billion pieces in
2013.  It's important that the USPS be able to right-size its
operations, Mr. Quadracci said.

-- Lengthening the amount of time the USPS has to pre-fund
healthcare benefits for retirees.  The current 10-year
amortization schedule has resulted in unaffordable $5.5 billion
annual payments on which the USPS has already defaulted twice.
Extending payments over a longer period of time would relieve some
short-term financial pressure while still enabling the USPS to
meet its retiree benefit obligations long-term.

-- Providing the USPS the flexibility to manage escalating
healthcare costs without disadvantaging employees or retirees.
Mr. Quadracci shared that it is possible to improve the quality of
healthcare while reducing costs.  "Too much of healthcare talk has
been about who pays for what as opposed to how do you pull the
costs out.  There are ways to pull out costs," Mr. Quadracci said,
citing Quad/Graphics' own success with focusing on preventive care
through its 23-year-old QuadMed subsidiary.

-- Addressing volume declines by maintaining the postage rate caps
and pricing flexibility the USPS needs to develop new products and
services and, ultimately, attract more business.  Mr. Quadracci
noted that the USPS' use of pricing incentives to promote QR-coded
mail works.  He cited the example of a client who used a QR code
on a mailer to link shoppers to a product demonstration video.
The client saw an approximate 20 percent increase in sales of the
featured product.

Acknowledging that postal reform is a complex issue, Quadracci
nonetheless urged the committee to move forward as fast as
possible to solidify the USPS' future.  The long-term success of
the USPS is critically important for the United States, he said.

                       About Quad/Graphics

Quad/Graphics -- http://www.QG.com-- is a global provider of
print and related multichannel solutions for consumer magazines,
special interest publications, catalogs, retail ad inserts, direct
mail, books, directories, and commercial and specialty products,
including in-store solutions.  Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has print-production facilities as
well as other support locations throughout North America, Latin
America and Europe.

                     About U.S. Postal Service

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation, 151 million residences, businesses and Post Office Boxes.
The Postal Service receives no tax dollars for operating expenses,
and relies on the sale of postage, products and services to fund
its operations.  With 32,000 retail locations and the most
frequently visited website in the federal government, usps.com,
the Postal Service has annual revenue of more than $65 billion and
delivers nearly 40 % of the world's mail.  If it were a private
sector company, the U.S. Postal Service would rank 35th in the
2011 Fortune 500.  In 2011, the U.S. Postal Service was ranked
number one in overall service performance, out of the top 20
wealthiest nations in the world, Oxford Strategic Consulting.
Black Enterprise and Hispanic Business magazines ranked the Postal
Service as a leader in workforce diversity.  The Postal Service
has been named the Most Trusted Government Agency for six years
and the sixth Most Trusted Business in the nation by the Ponemon
Institute.

The Postal Service receives no tax dollars for operating expenses
and relies on the sale of postage, products and services to fund
its operations.

The U.S. Postal Service ended the first three months of its 2012
fiscal year (Oct. 1 - Dec. 31, 2011) with a net loss of $3.3
billion.  Management expects large losses to continue until the
Postal Service has implemented its network re-design and down-
sizing and has restructured its healthcare program.  Additionally,
the return to financial stability requires legislation which gives
the Postal Service typical commercial freedoms, including delivery
flexibility, returns over $10 billion of amounts overpaid to the
Federal Government and resolves the need to prefund retiree
healthcare at rates not assessed any other entity in the United
States.

To return to profitability, CEO Patrick Donahoe has advanced a
plan to reduce annual costs by $20 billion by 2015.  The plan
includes continued aggressive actions to generate additional
revenue and reduce operating expenses.  To reach the goal, the
Postal Service also needs changes in the law.  "Passage of
legislation is urgently needed that provides the Postal Service
with the speed and flexibility needed to cut costs that are not
under our control, including employee health care costs," Donahoe
said in February 2012 "The changes will give the Postal Service a
bright future and provide the nation with affordable and reliable
delivery for generations to come."


US POSTAL: CAGW Balks at Plan to Develop Clothing Line
------------------------------------------------------
On February 20, 2013, in response to the United States Postal
Service's (USPS) announcement that it plans to develop a line of
"smart" clothing, CAGW excoriated postal management for its
misguided attempt to step into non-postal, commercial markets when
the organization is facing bankruptcy and is on the verge of
needing a taxpayer bailout.  In its announcement, USPS executives
confirmed that they have entered into a licensing agreement with
the Cleveland-based Wahconah Group to market a line of men's
fashion called "Rain Heat & Snow," which will use technology to
create "smart apparel," also known as "wearable electronics."

Last week, CAGW commended USPS management for making a tough
decision to drop back to a five-delivery service for first-class
mail in order to save $2 billion annually.  This week, CAGW is
lambasting the same management team for taking its eye off the
ball and engaging in some Tron-like fantasy in which a nearly
bankrupt entity launches an artificially-intelligent clothing
line. Not only is fashion, high-tech or not, explicitly not a
postal product, the apparel sector is mature, highly competitive,
and well-served by some of most popular, profitable, and
competitive companies on the planet.

"It is absurd for USPS managers to believe that the organization
should try to compete with some of the most nimble, innovative,
cutting edge companies in the world," said CAGW President Tom
Schatz.  "Maybe they are not aware that Nike, Reebok, Champion,
Columbia, The North Face, Patagonia, and many others are already
well ahead in the manufacturing of high-tech clothing.  There is
nothing remotely postal-related about the development of a
clothing line.  This effort should be dropped and postal
management should refocus all of its energy on the daunting task
ahead of moving the USPS's aging superstructure toward solvency.
Instead of dabbling in high-tech wearables, the USPS ought to be
worried about high-tech mail delivery. With losses of $8.5 billion
in fiscal year (FY) 2010, $5.1 billion in FY 2011, and $15.6
billion in FY 2012, the USPS teeters on the brink of financial
ruin."

"This is nothing more than an attempt to find some 'make-work'
projects for the USPS hundreds of thousands of excess USPS
employees.  The project will certainly create jobs in the writers'
rooms of late night comedians who need material for their
monologues," Schatz concluded.

Citizens Against Government Waste -- http://www.cagw.org-- is a
nonpartisan, nonprofit organization dedicated to eliminating
waste, fraud, abuse, and mismanagement in government.

                     About U.S. Postal Service

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation, 151 million residences, businesses and Post Office Boxes.
The Postal Service receives no tax dollars for operating expenses,
and relies on the sale of postage, products and services to fund
its operations.  With 32,000 retail locations and the most
frequently visited website in the federal government, usps.com,
the Postal Service has annual revenue of more than $65 billion and
delivers nearly 40 % of the world's mail. If it were a private
sector company, the U.S. Postal Service would rank 35th in the
2011 Fortune 500.  In 2011, the U.S. Postal Service was ranked
number one in overall service performance, out of the top 20
wealthiest nations in the world, Oxford Strategic Consulting.
Black Enterprise and Hispanic Business magazines ranked the Postal
Service as a leader in workforce diversity.  The Postal Service
has been named the Most Trusted Government Agency for six years
and the sixth Most Trusted Business in the nation by the Ponemon
Institute.

The Postal Service receives no tax dollars for operating expenses
and relies on the sale of postage, products and services to fund
its operations.

The U.S. Postal Service ended the first three months of its 2012
fiscal year (Oct. 1 - Dec. 31, 2011) with a net loss of $3.3
billion.  Management expects large losses to continue until the
Postal Service has implemented its network re-design and down-
sizing and has restructured its healthcare program.  Additionally,
the return to financial stability requires legislation which gives
the Postal Service typical commercial freedoms, including delivery
flexibility, returns over $10 billion of amounts overpaid to the
Federal Government and resolves the need to prefund retiree
healthcare at rates not assessed any other entity in the United
States.

To return to profitability, CEO Patrick Donahoe has advanced a
plan to reduce annual costs by $20 billion by 2015.  The plan
includes continued aggressive actions to generate additional
revenue and reduce operating expenses.  To reach the goal, the
Postal Service also needs changes in the law.  "Passage of
legislation is urgently needed that provides the Postal Service
with the speed and flexibility needed to cut costs that are not
under our control, including employee health care costs," Donahoe
said in February 2012  "The changes will give the Postal Service a
bright future and provide the nation with affordable and reliable
delivery for generations to come."


USEC INC: Van Eck Discloses 5.6% Equity Stake as of Dec. 31
-----------------------------------------------------------
In a 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 6,952,042 common shares of
USEC Inc. representing 5.6% of the shares outstanding.  A copy of
the filing is available for free at http://is.gd/D5u9Kw

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.76 billion in total assets, $3.11 billion in total liabilities,
and $652.2 million in stockholders' equity.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair shareholders' ability to sell or purchase our common stock.
As of September 30, 2012, we had $530 million of convertible notes
outstanding.  A "fundamental change" is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification ... did not trigger a fundamental change.  If a
fundamental change occurs under the convertible notes, the holders
of the notes can require us to repurchase the notes in full for
cash.  We do not have adequate cash to repurchase the notes.  In
addition, the occurrence of a fundamental change under the
convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, our inability to maintain
the continued listing of our common stock on the NYSE or another
national exchange would have a material adverse effect on our
liquidity and financial condition and would likely require us to
file for bankruptcy protection," according to the Company's
quarterly report for the period ended Sept. 30, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on Bethesda, Md.-based USEC Inc.,
including the corporate credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


USG CORP: Prem Watsa Discloses 7.6% Equity Stake at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Prem Watsa and his affiliates disclosed that,
as of Dec. 31, 2012, they beneficially own 8,814,730 shares of
common stock of USG Corporation representing 7.6% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/0KLoE4

                        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.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.  The Company's balance sheet at Dec. 31,
2012, showed $3.72 billion in total assets, $3.70 billion in total
liabilities and $19 million in total stockholders' equity
including noncontrolling interest.

                            *     *     *

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.


UTSTARCOM INC: Artis Capital Lowers Stake to 1% at Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Artis Capital Management, L.P., disclosed
that, as of Dec. 31, 2012, it beneficially owns 2,118,911 shares
of common stock of UTStarcom Holdings Corp. representing 1.8%
based on 117,068,276 Shares of Common Stock outstanding, as
reported in the Company's Ex 99.A to Form SC TO I/A filed with the
Securities and Exchange Commission on Jan. 10, 2013.  Artis
Capital previously reported beneficial ownership of 9,935,518
common shares or a 6.4% equity stake as of Dec. 31, 2011.  A copy
of the amended filing is available at http://is.gd/autpQB

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $505.93
million in total assets, $279.29 million in total liabilities and
$226.64 million in total equity.


VEYANCE TECHNOLOGIES: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Fairlawn, Ohio-based Veyance
Technologies Inc.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating (the same
as the corporate credit rating) to the company's proposed senior
secured debt, which includes a $75 million revolver and
$1.125 billion term loan.  The recovery rating is '3', indicating
S&P's expectation of meaningful (50% to 70%) recovery in a payment
default scenario.  S&P also assigned ratings to the company's
existing credit facilities.  S&P rated the $925 million first-lien
debt, which includes a $75 million revolver, 'B+' (one notch
higher than the corporate credit rating).  The recovery rating is
'2', indicating S&P's expectation of substantial (70%-90%)
recovery in the event of a payment default scenario.  S&P
rated the company's $360 million second-lien term loan 'B-' (one
notch lower than the corporate credit rating).  The recovery
rating on this debt is '5', indicating S&P's expectation of modest
(10%-30%) recovery.

The ratings on Veyance reflect S&P's assessment of the company's
business risk profile as "weak," characterized by its presence in
competitive and cyclical markets modestly offset by its leading
market position, and financial risk profile as "highly leveraged."
The company is a global manufacturer of rubber and thermoplastic
products serving mining, industrial, agricultural, and other
end markets.  "We expect Veyance's revenues to grow modestly in
2013 as demand from energy and international markets offsets
softness in mining," said Standard & Poor's credit analyst Sarah
Wyeth.  S&P also expects the company's recent price increases and
cost reductions to continue to support a low-double-digit EBITDA
margin. This should result in total debt to EBITDA of 5x-6x,
within S&P's expectation for the rating.  Risks to S&P's forecast
include the volatility of raw material prices and the company's
ability to pass on these costs in an economic slowdown.

Veyance competes in the highly competitive and cyclical rubber
products industry.  S&P believes the company will maintain its
leading market positions--the company is No. 1 or No. 2 in the
majority of its revenues--and good geographic diversity, with
about half of its revenues outside of the U.S.  The company's
ability to use the Goodyear brand for the foreseeable future
supports credit quality.  Offsetting these positive
characteristics are Veyance's exposure to raw material costs,
specifically rubber, and its concentration of revenues in mining
markets (more than 30% of revenues).

However, with the gradual economic recovery and improving demand
in some markets, the company has successfully raised prices and
achieved margins of about 13% in 2012, up from 8% in 2008.  S&P
believes cost reductions taken during the downturn will continue
to support margins of more than 10%, and that margins should be
less volatile than in the past due to the company's improved
ability to pass on raw material price increases.  In 2013, S&P
expects the company to invest in capital projects to expand its
conveyer belt capacity.  This should result in about $50 million
in free cash flow.  Weaker profitability and working capital
investment have resulted in volatile free cash flow in the past
and present some risk to our forecast.

Veyance has a highly leveraged financial risk profile.  As of
Sept. 30, 2012, total debt to EBITDA was about 5x, and funds from
operations (FFO) to total debt was about 12%, compared with S&P's
expectations of 5x-6x and 10%, respectively, for the rating.  S&P
expect credit measures to improve modestly in 2013 as the company
uses free cash flow to reduce debt.  S&P do not assume large debt-
financed acquisitions in its rating analysis.

The stable outlooks reflects the company's recent success in
passing on raw material prices and reducing costs, improving
EBITDA margin to about 13%, which S&P expects to continue.
Although the relatively new pricing strategy is untested in a
recessionary environment, S&P expects stable demand in some end
markets to support the current level of profitability over the
next one to two years.  As a result, the company likely will be
able to generate positive free cash flow and gradually reduce
leverage over the next 12-18 months.  S&P could lower the ratings
if leverage rises to more than 7x and S&P expects it to remain
at this level for a prolonged period.  This could occur if, for
instance, a global economic downturn results in revenues declining
5% and margins declining to 8% due to higher overhead costs and
pricing pressure.  If the company reduces leverage to less than
5x, establishes a longer track record of double-digit margins and
positive free cash flow, and adopts a financial policy in line
with a higher rating, S&P could raise the ratings.


VIRGINIA GOLF: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Virginia Golf, LLC
        11700 Hogans Alley
        Chester, VA 23836

Bankruptcy Case No.: 13-30814

Chapter 11 Petition Date: February 18, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: James E. Kane, Esq.
                  KANE & PAPA, P.C.
                  1313 East Cary Street
                  P.O. Box 508
                  Richmond, VA 23218-0508
                  Tel: (804) 225-9500
                  Fax: (804) 225-9598
                  E-mail: jkane@kaneandpapa.com

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

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

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/vaeb13-30814.pdf

The petition was signed by Ronald K. Kelley, managing member.


W3 CO.: Moody's Rates New $330 Million Credit Facility 'B1'
-----------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of W3 Co., a holding company of Total Safety U.S., Inc. and
upgraded its Probability of Default Rating to B2-PD from B3-PD.
Concurrently, Moody's assigned B1 ratings to the company's
proposed $330 million first lien credit facilities and a Caa1
rating to the proposed $115 million second lien term loan. The
outlook remains stable.

Proceeds from the proposed credit facilities will be used to repay
$272 million of existing first lien debt and a $52 million Holdco
PIK note held by shareholders, as well as fund a $26 million
dividend to shareholders and $22 million in earnout payments.

The recapitalization will increase Total Safety's leverage by
close to 1.5 times Debt/EBITDA to 6.5 times on a pro forma basis
as of September 30, 2012. However the company's earnings
stability, improved liquidity and largely unchanged interest
coverage in the upper 1 times (EBITDA-CapEx)/interest expense
support the B2 rating.

Affirmations and revisions:

Issuer: W3 Co.

  Corporate Family Rating, Affirmed at B2

  Probability of Default Rating, Upgraded to B2-PD from B3-PD

Assignments:

Issuer: W3 Co.

  $60 Million First Lien Revolving Credit Facility due 2018,
  Assigned B1 (LGD3 -- 37%)

  $270 Million First Lien Term Loan due 2020, Assigned B1 (LGD3
  -- 37%)

  $115 Million Second Lien Term Loan due 2020, Assigned Caa1
  (LGD5 -- 87%)

The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation. Upon
completion of the recapitalization, the ratings on the existing
credit facilities will be withdrawn.

Ratings Rationale:

The B2 Corporate Family Rating is constrained by the Total
Safety's high leverage, small size relative to rated services
industry peers, end market concentration, acquisitive financial
philosophy and event risk associated with private equity
ownership. Including the impact of the 2013 dividend
recapitalization, Moody's expects the company's leverage to reach
mid-5 times debt/EBITDA by the end of 2013 and coverage to be in
the upper 1 times (EBITDA-CapEx)/interest expense range. Total
Safety's relatively weak credit metrics are offset by its good
market position and relative earnings stability as a result of low
exposure to the volatile upstream energy market, the non-
discretionary demand for industrial safety solutions and the trend
towards continued safety services outsourcing.

The stable outlook incorporates Moody's expectation that continued
organic growth will translate into improved credit metrics, with
leverage declining towards 5.5 times and coverage in the upper 1
times range by the end of 2013. The stable outlook also
anticipates that the company will maintain an adequate liquidity
position, including positive free cash flow and full availability
on the proposed $60 million revolver.

The ratings could be downgraded if Moody's expects leverage to
remain above 5.5 times, free cash flow to be breakeven-to-
negative, or liquidity to deteriorate meaningfully. The loss of
major customer contracts or a more aggressive financial policy,
including an accelerating pace or expanding size of debt-funded
acquisitions, could also have negative rating implications.

The ratings could be upgraded if Total Safety continues to
increase and diversify its revenue base, improve EBITDA
generation, expand its free cash flow cushion, and improve
liquidity. An upgrade would require expectations for leverage to
be sustained below 4.5 times, coverage sustained above 2.5 times,
and free cash flow in excess of 10% of debt.

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

W3 Co. is a holding company controlling Total Safety U.S., Inc. a
global provider of industrial safety services and equipment
primarily for the upstream and downstream energy, petrochemical,
chemical and other end markets. Approximately half of Total
Safety's revenue is derived from rentals and sales of safety-
related equipment, such as respiratory, gas detection, and
communications. The remaining half is comprised of services
including client equipment maintenance, safety inspection and
compliance, industrial hygiene, turnaround safety support, fire
protection and safety training. Total Safety was acquired by
affiliates of Warburg Pincus in late 2011 from DLJ Merchant
Banking Partners for approximately $485 million. The company
reported revenues of $420 million for the twelve months ended
December 31, 2012.


WARNER MUSIC: Incurs $80 Million Net Loss in Fiscal Q1
------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $80 million on $769
million of revenue for the three months ended Dec. 31, 2012, as
compared with a net loss attributable to the Company of $26
million on $775 million of revenue for the same period during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $5.19 billion
in total assets, $4.33 billion in total liabilities and $864
million in total equity.

"We are pleased with the start we've had to our fiscal year," said
Stephen Cooper, Warner Music Group's CEO.  "We continue to make
progress throughout our organization, while maintaining our focus
on long-term artist development, innovation and growth and
carefully managing costs.'

"Digital revenue, OIBDA and OIBDA margin all showed solid growth,"
added Brian Roberts, Warner Music Group's Executive Vice President
and CFO.  "Even with $132 million in cash outflows in the quarter
associated with our refinancing, we had $189 million of cash on
our balance sheet as of December 31, 2012."

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

                        http://is.gd/cE04dX

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music incurred a net loss attributable to the Company of
$112 million for the fiscal year ended Sept. 30, 2012, compared
with a net loss attributable to the Company of $31 million for the
period from July 20, 2011, through Sept. 30, 2011.

                            *    *     *

As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings
Services placed its ratings on New York City-based recorded music
and music publishing company Warner Music Group (WMG) on
CreditWatch with negative implications.  This action follows the
company's announcement that it has entered into a definitive
agreement to acquire U.K.-based Parlophone Label Group for about
$765 million in cash.


WEB.COM GROUP: Moody's Lowers Rating on 1st Lien Debt to 'B1'
-------------------------------------------------------------
Moody's Investors Service affirmed Web.com's B1 corporate family
rating and revised the rating for Web.com's first lien credit
facility to B1 from Ba3. The ratings action was prompted by
Web.com's plan to upsize its existing first lien credit facilities
and repay the remaining $32 million of outstanding second lien
term loan and pay transaction fees and expenses using the proceeds
from the upsized first lien term loan, cash on hand and additional
drawings under the expanded revolver. At the close of the proposed
transaction the company's funded debt will comprise first lien
debt only. The ratings outlook remains stable.

The proposed refinancing modestly improves Web.com's liquidity as
the company expects to realize approximately $7 to $8 million in
annual interest saving.

Moody's has taken the following ratings actions:

Issuer: Web.com Group, Inc.

  Corporate Family Rating -- Affirmed, B1

  Probability of Default Rating -- Revised to B2-PD, from B1-PD

  $70 million (originally $60 million) 1st lien revolving credit
  facility due 2016 -- Revised to B1 (LGD3, 34%), from Ba3 (LGD3,
  41%)

  $660 million (upsized from $628 million) senior 1st lien term
  loan due 2018 -- Revised to B1 (LGD3, 34%), from Ba3 (LGD3,
  41%)

  $32 million outstanding senior 2nd lien secured term loan due
  2019 -- B3, To be withdrawn

  Speculative grade liquidity rating -- Affirmed, SGL- 2

Outlook Action

Outlook: Stable

These ratings are subject to Moody's review of final documentation
following completion of the proposed refinancing.

Ratings Rationale:

Moody's revised Web.com's first lien debt ratings to B1 from Ba3
due to the elimination of the junior debt tranche through
refinancing completed in 4Q 2012 and the proposed transaction. The
probability of default rating was lowered to B2-PD from B1-PD,
reflecting the changes in the capital structure and in accordance
with Moody's Loss Given Default methodology. The interest savings
realized through the refinancing completed in 4Q 2012 and the
currently proposed refinancing will collectively lower Web.com's
annual interest expense by about $15 million, increasing the
company's flexibility to invest in sales and marketing to
accelerate revenue growth.

The B1 CFR reflects Web.com's high financial leverage and its
highly competitive market for internet services to small and
medium size businesses. The industry is characterized by
relatively few barriers to entry, modest pricing power, low
average revenues per user (ARPU), and a fragmented and evolving
market in which a strong competitor (Go Daddy, CFR B1) has the
leading market share. The B1 rating also incorporates Web.com's
track record of acquisitive growth and high financial risk
tolerance to consummate acquisitions.

However, the rating considers Web.com's stronger competitive
position and enhanced scale through consolidation over the past
few years. The rating benefits from management's good business
execution in integrating Network Solutions acquisition, achieving
targeted cost synergies and growing the subscriber base and
average revenue per users, while maintaining high subscriber
retention rates. Web.com's credit profile is supported by the
company's good organic growth prospects, strong free cash flow
relative to debt (about 15% of total debt) and management's
progress in reducing leverage toward its target of 3.0x. Moody's
expects Web.com to maintain good liquidity primarily consisting of
its cash and free cash flow.

The stable outlook is based on Moody's expectations that Web.com's
revenues should grow at the high single digit percentage rates in
the next 12 to 18 months and debt leverage should continue to
decline through EBITDA growth and accelerated debt repayment.

Moody's could upgrade Web.com's ratings if the company generates
sustained organic growth in revenue and cash flow from operations
and maintains conservative financial policies. Web.com's ratings
could be raised if Moody's believes that the company could sustain
financial leverage of less than 3.5x (Moody's adjusted Total
Debt/(CFO + Interest Expense)) and free cash flow in excess of 15%
of total debt, incorporating potential for acquisitions.

Moody's could downgrade Web.com's ratings if revenue growth
decelerates materially, weak business execution or increasing
competitive challenges cause debt leverage to exceed 4.5x (Moody's
adjusted, Total Debt/(CFO + Interest Expense)) and free cash flow
weakens to the low single digit percentages of total debt.
Additionally, changes in financial policies that result in
weakening of the balance sheet could trigger a downgrade.

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

Headquartered in Jacksonville, FL, Web.com provides internet
services and online marketing solutions to small businesses. The
Company reported revenues of $408 million for the fiscal year
ended 2012.


WESTERN BIOMASS: District Court to Hear Midwest Lawsuit
-------------------------------------------------------
IN THE MATTER OF: WESTERN BIOMASS ENERGY, LLC, Chapter 11, Debtor,
Senior District Judge Lyle E. Strom on February 14, 2013, entered
a ruling withdrawing the reference in the adversary proceeding
entitled MIDWEST RENEWABLE ENERGY, LLC, a Nebraska limited
liability company, Plaintiff, v. WESTERN BIOMASS ENERGY, LLC; KL
PROCESS DESIGN GROUP, LLC; KL ENERGY CORP.; and RANDALL P. KRAMER,
Defendants, Nos. 12-21085 (D. Wyo.), A12-4097-TLS, 7:11CV5009, (D.
Neb.), as to defendants KL Process Design Group, KL Energy Corp.,
and Randall P. Kramer, from the bankruptcy court pursuant to NELR
76.1(b)(1).

The ruling was entered on the report and recommendation of Chief
Bankruptcy Judge Thomas L. Saladina.

The Plaintiff's counsel is directed to initiate a conference call
with Magistrate Judge Thomas D. Thalken on Thursday, February 28,
2013, at 10:30 a.m., at Telephone number: (402) 661-7343.  At the
conference call, the Plaintiff and the remaining Defendants will
advise the Court how they intend to proceed with the action.

A copy of Judge Strom's February 15, 2013 Order is available at
http://is.gd/bvhx3nfrom Leagle.com.

                      About Western Biomass

Rapid City, South Dakota-based Western Biomass Energy, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Wyo. Case No. 12-21085) in
Cheyenne on Oct. 31, 2012.  Stephen R. Winship, Esq., at Winship &
Winship, PC, in Casper, Wyoming, serves as the Debtor's counsel.
The Debtor scheduled $2,885,146 in assets and $35,367,502 in
liabilities.  A copy of the Company's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/wyb12-21085.pdf The petition was
signed by Thomas Bolan, manager.


YRC WORLDWIDE: J. Altman Discloses 12% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jeffrey Altman and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own (a) 123,741
shares of Common Stock, (b) 818,406 shares of Common Stock
issuable upon conversion of $15,173,478 in aggregate principal
amount of Series B Notes, and (c) 225,558 shares of Common Stock
issuable either as Make-Whole shares or upon conversion of the PIK
Notes, of YRC Worldwide Inc. representing 12.19% of the shares
outstanding.  Mr. Altman previously reported beneficial ownership
of 15.3% equity stake as of Dec. 31, 2011.  A copy of the amended
filing is available for free at http://is.gd/HGa6km

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  The Company's balance
sheet at Dec. 31, 2012, showed $2.22 billion in total assets,
$2.85 billion in total liabilities and a $629.1 million total
shareholders' deficit.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


YRC WORLDWIDE: Whitebox Advisors Discloses 7% Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Whitebox Advisors, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
647,084 shares of common stock of YRC Worldwide Incorporated
representing 7.1% of the shares outstanding.  Whitebox previously
reported beneficial ownership of 471,725 common shares or a 6.6%
equity stake as of Dec. 31, 2011.  A copy of the amended filing is
available for free at http://is.gd/u1LKvG

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  The Company's balance
sheet at Dec. 31, 2012, showed $2.22 billion in total assets,
$2.85 billion in total liabilities and a $629.1 million total
shareholders' deficit.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


YRC WORLDWIDE: Catalyst Fund Lowers Stake to 3% at Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Catalyst Fund Limited Partnership II and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 272,834 shares of common stock of YRC Worldwide Inc.
representing 3.1% of the shares outstanding.  Limited Fund
previously reported beneficial ownership of 205,039,063 common
shares or a 10.1% equity stake ast Sept. 16, 2011.  A copy of the
amended filing is available for free at http://is.gd/uQI1bp

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  The Company's balance
sheet at Dec. 31, 2012, showed $2.22 billion in total assets,
$2.85 billion in total liabilities and a $629.1 million total
shareholders' deficit.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


ZF MICRO: Restarts Production of ZFx86 Microchip After Bankruptcy
----------------------------------------------------------------
David Feldman, CEO of ZF Micro Solutions, on Feb. 20 issued the
following statement:

"We are pleased to announce that the ZFx86 FailSafe(R)
MicroSystem-on-Chip for industrial embedded control is again in
production after ZF's bankruptcy, caused by a battle with out-of-
state Venture Capital firms we believe were using California
Courts illegally attempting to misappropriate our technology and
assets, was dismissed.

"Demand for our unique processor is building rapidly and orders
are being accepted on a first come first served basis with initial
availability expected in May.

"The under 1-watt FailSafe ZFx86 is an alternative for
applications where 16 or 32-bit microcontrollers are used but it
has the advantage that it includes a 100MHz 486DX4 core with FPU
and patented fail-safe system recovery mechanism that can restore
operation even after system software failure.  It boots and is a
functional system on application of power and runs all software
designed to run on 186/286/386/486 cores."

The ZFx86 - FailSafe(R) ZFx86-based designs can be completed in
record time because of the included PC BIOS, DR-DOS license and
open source board-level reference designs available.  The ZF-Logic
module is a set of built-in embedded control functions that use
dedicated IO to simplify control of external devices.  The
internal Boot-Up-ROM is a built-in prototype debug tool residing
in ROM memory. On power-up, it performs basic initialization and
tests the internal Static RAM that is used as an 8K scratch pad
area.  It assures system access even if all other software has
been corrupted.  After initialization, all of the following
components are active: North Bridge, South Bridge, ISA Bus,
Internal Static RAM, IRQ controller, Timer (8259), and COM1.

The ZFx86 has been used in hundreds of applications including
industrial control, point-of sale, security systems, and human
machine interface devices.

Sample quantities of the ZFx86 in a 388BGA package are available
now for design prototyping.  ZFx86 pricing ranges from $18 to $48
depending on quantity and temperature range requirements.

                         About ZF Micro

ZF is a privately held semiconductor company focused on long-term
embedded control applications.  Headquarters are in Palo Alto,
California.


* Consumer Spending to Remain Restrained, Economist Says
--------------------------------------------------------
Sudeep Reddy, writing for The Wall Street Journal, reported that a
White House top economist said consumer spending could remain
modest as the economy recovers from the recession, even with
steady improvement in the housing market.

"The economy is going through a lot of healing," Alan Krueger,
chairman of the White House Council of Economic Advisers, said in
an interview with Wall Street Journal reporters and editors.

Americans lost $16 trillion in total wealth from the end 2007,
when the U.S. recession started, until early 2009, according to
Mr. Krueger.  That amounted to about one-fourth of total U.S.
wealth, WSJ said. It has since regained $13.5 trillion of that
wealth, mostly owing to a rebound in the stock market and recent
house price improvements, WSJ added.

"If you destroy that much wealth, people need to rebuild their
retirement positions and they need to save for their children's
educations," Mr. Kruger said. "That is a big challenge for
consumption going forward."  He said the U.S. needs to invest more
in research and development, to boost innovation, and also
encourage start-up businesses, which could be one benefit from an
overhaul of immigration policies.

WSJ also related that Mr. Krueger warned that the recovery could
be set back by the across-the-board federal spending cuts set to
begin on March 1, cutting defense and non-defense programs. The
Congressional Budget Office estimates that if the full cuts take
effect economic growth would be 0.6 percentage point slower this
year, leading to 750,000 fewer jobs in the economy than would
exist otherwise.


* Derivatives Can Add to Company's Market Value, Research Shows
---------------------------------------------------------------
Financial derivatives have been in the doghouse of public opinion
ever since the financial meltdown of 2008, when Warren Buffett
famously described them as "weapons of mass financial
destruction."

Today, a battle is still underway in Washington over how -- or
whether -- to rein them in.  But corporations and finance experts
have long debated a more basic question: Does hedging actually
increase the market value of corporations?

Every business exposes itself to a long list of risks.  Abrupt
changes in consumer demand for smartphones, for example,
drastically reduced the outlook for once-dominant firms such as
Nokia and BlackBerry.  A sudden drop in the value of the dollar
can sharply improve prospects of U.S. exporters at the expense of
foreign rivals.  Changes in oil prices have a big impact on
airlines, trucking, and other oil-consuming industries.

Yet hedging by itself isn't inherently profitable: Some firms reap
gains, while others pay for insurance they don't use. The overall
effect over time is likely to be a wash.  As a result, the
traditional view in corporate finance is that hedging adds nothing
to overall shareholder value, especially at publicly traded firms.
These firms tend to be owned by diversified investors, and
investors can hedge for themselves by holding a diverse portfolio
of stocks.

Does that mean derivatives and other forms of hedging are a waste
of money? Not necessarily.  New research, coauthored by Francisco
Perez-Gonzalez, an assistant professor of finance at the Stanford
Graduate School of Business, shows that hedging has indirect
benefits that can increase a firm's overall value.

It has always been difficult to estimate the effects of hedging on
firm value.  Companies that decide to hedge are often different
from companies that don't hedge, making it difficult to interpret
the effect of derivatives from differences in company valuations.
Financial economists don't have the luxury of setting up random
experiments between comparable companies that do and don't hedge.

"We cannot randomly and unexpectedly induce large publicly traded
firms to hedge, or to drop an existing risk-management program,
just to observe the consequences," says Mr. Perez-Gonzalez.

To get around that problem, he and Hayong Yun at the University of
Notre Dame took a novel approach.  They created a "natural
experiment" by examining what had happened to weather-sensitive
firms -- mainly natural gas and electricity providers -- after the
introduction of weather derivatives for hedging against unusual
swings in temperature.

Weather-derivatives first surfaced in 1997, and the Chicago
Mercantile Exchange began trading options tied to unusual hot and
cold spells in 1999.  The contracts work like any other type of
insurance: You pay for it in good times, and it only pays off if
the unwanted problem arrives.  For utilities, especially in some
areas of the country, exceptionally hot or cold weather can
dramatically affect their business costs and revenue.

Messrs. Perez-Gonzalez and Yun call their study a "natural
experiment" because the sudden availability of new weather
derivatives created a natural control group within a given
industry.  That made it possible to isolate the impact of
derivatives by comparing companies with large weather risk before
and after the new hedging tools became available.

Not surprisingly, the researchers found that weather-sensitive
utilities embraced the new derivatives more frequently than those
that faced less risk.  More surprisingly, the researchers found
that weather-sensitive firms increased their value -- as measured
in ratio of market value to book value -- by at least six percent.

But why? If hedging is ultimately a wash, sometimes paying off and
sometimes not, how did the firms as a group end up ahead?

Messrs. Perez-Gonzalez and Yun think they have the answer: The
companies that reduced their exposure to weather risk were able to
make more productive use of their capital and reap higher rewards
for investors.  The researchers found that companies became more
financially aggressive after using the derivatives, apparently
because they didn't have to reserve as much money for
unpredictable weather shocks.  The companies increased their
leverage and their capital expenditures as weather derivatives
were introduced. That, in turn, led to higher market valuations.

"Allowing firms to focus on the risks they are in business to
take, while hedging against risks that they are not in business to
take, can add value," says Mr. Perez-Gonzalez.  "The goal of the
hedging strategy should be to maximize the firm cash-flows. Our
evidence shows that firms increased their cash-flows by using
their balance sheets more aggressively and by investing more."

The same lessons should apply to many other kinds of hedging, such
as against swings in foreign exchange rates, oil prices, or
interest rates.  If the risk of such fluctuations limits
management's ability to concentrate on the main business, Mr.
Perez-Gonzalez says, companies have a case for managing the risks.

The study doesn't settle all the questions about the impact of
derivatives.  Banks and Wall Street firms thought credit-default
swaps could reduce, if not eliminate, their risk on subprime
mortgages.  But when the entire financial industry became over-
confident, the total risk exposure became far higher than it would
have been if no one had hedged in the first place.

"Derivatives can exacerbate both firm and systemic risk
exposures," Messrs. Perez-Gonzalez and Yun acknowledged in their
paper.  "Not surprisingly, financial derivatives have played a
central role in recent financial crises."

Messrs. Perez-Gonzalez cautions that there is a fine line between
hedging and speculating.  "Most nonfinancial corporations have no
expertise in predicting the direction of foreign exchange rates or
commodity prices, for example, but many risk managers attempt to
take a view, and those bets frequently turn out to be costly. A
hedge should seek to reduce risk exposure; it should not be a
gamble on the direction of the market."


* Financial Crisis Cost Tops $22 Trillion, GAO Report Says
----------------------------------------------------------
Eleazar David Melendez, writing for the Huffington Post, reported
that the 2008 financial crisis cost the U.S. economy more than $22
trillion, a study by the Government Accountability Office
published Thursday said.  The financial reform law that aims to
prevent another crisis, by contrast, will cost a fraction of that,
the GAO study added.

"The 2007-2009 financial crisis, like past financial crises, was
associated with not only a steep decline in output but also the
most severe economic downturn since the Great Depression of the
1930s," the GAO wrote in the report, according to the report. The
agency said the financial crisis toll on economic output may be as
much as $13 trillion -- an entire year's gross domestic product.
The office said paper wealth lost by U.S. homeowners totalled $9.1
billion. Additionally, the GAO noted, economic losses associated
with increased mortgage foreclosures and higher unemployment since
2008 need to be considered as additional costs.

The report, five years after the collapse of mortgage-focused
hedge funds in late-2007 set off a yearlong banking panic and a
deep recession, was published as part of a cost-benefit analysis
of the Dodd-Frank financial reform law of 2010, the report said.
The GAO tried to determine if the benefits of preventing a future
economic meltdown exceeded the costs of implementing that law.

"If the cost of a future crisis is expected to be in the trillions
of dollars, then the act likely would need to reduce the
probability of a future financial crisis by only a small% for its
expected benefit to equal the act's expected cost," the GAO
concluded, according to the report.

Federal agencies have spent some $1.1 billion in implementing the
law, the report found, the Huffington Post related. Financial
companies, and therefore the wider economy, will shoulder some
costs, although the GAO noted "no comprehensive data are readily
available on the costs that the financial services industry is
incurring to comply with the Dodd-Frank Act."


* Mortgage Bill Faces Tough Road in Congress
--------------------------------------------
Andrew Miga, writing for the Associated Press, reported that a
sharply divided Congress isn't likely to jump at President Barack
Obama's challenge for quick passage of a mortgage refinancing bill
that supporters say could help millions of homeowners save big
each year and boost the economy.

The AP report said Obama praised the legislation in his State of
the Union speech last week, saying the proposal would help more
homeowners with mortgages backed by Fannie Mae and Freddie Mac
take advantage of low interest rates and refinance their loans.
Even with mortgage rates near a 50-year low, Obama said, too many
families that have never missed a payment and want to refinance
are being turned down.

"That's holding our entire economy back, and we need to fix it,"
the president said, according to AP. "Right now, there's a bill in
this Congress that would give every responsible homeowner in
America the chance to save $3,000 a year by refinancing at today's
rates. Democrats and Republicans have supported it before."

The economy's slow recovery from the recession gives the idea
urgency, Obama said, AP further cited. "Send me that bill," he
told members of Congress listening to his speech in the House
chamber.

AP said the proposal is part of a push by Democrats and the White
House to help homeowners take advantage of low interest rates as a
way to help the housing market recover and to give the economy a
shot in the arm.  While the bill could gain traction in the
Democratic-controlled Senate, it faces a rough road in the GOP-run
House, where many Republicans favor scaling back the government's
role in the housing market as a way of aiding the economy. Similar
versions of the measure died in the House and Senate's lame duck
sessions last year.

AP related that the legislation aims to aid borrowers who are
current on their loans backed by Fannie Mae and Freddie Mac, but
who are not able to refinance because their home values have
declined too much.  Nearly 12 million homeowners have Fannie Mae
and Freddie Mac loans and stand to benefit refinancing, the two
senators who proposed the legislation said.  The bill also would
reduce up-front fees that borrowers pay on refinances and
eliminate appraisal costs for all borrowers, which, according to
the legislators, would expand the Obama administration's Home
Affordable Refinancing Program, which saves an average homeowner
about $2,500 per year.


* Renter Default Risk Down in 4Q, CoreLogic Report Shows
--------------------------------------------------------
CoreLogic(R) on Feb. 20 released its fourth quarter 2012 CoreLogic
SafeRent (R), Renter Applicant Risk (RAR) Index Report, formerly
known as the Multifamily Applicant Risk (MAR) Index Report.
Published quarterly, the RAR Index Report provides market-based
benchmarks for evaluating credit quality and risk of default for
renters applying for apartment homes in multifamily housing units.
The index also includes data from single-family rentals.  Using a
mean of 100, an index value above 100 indicates decreased risk,
and a value below 100 indicates increased risk.

According to the data, the risk of default among renters
nationwide decreased year over year in the fourth quarter of 2012
with an index value of 103 compared to the fourth quarter of 2011
with an index value of 101.  On a quarter-over-quarter basis, the
risk of default increased in the fourth quarter 2012 compared to
the third quarter of 2012 when the index value was 106.  The
increased risk from the third quarter to the fourth quarter of
2012 reflects a riskier applicant pool that is typical in
seasonally slower periods of applicant traffic (See Figure 1).

Renter Trends

-- Lower-priced rentals see more significant decreases in rent
amounts: Average rent amounts for Class A properties, defined as
those with rents greater than $1100, increased 0.3 percent year
over year.  At the same time, rent amounts for Class B properties,
defined as those between $750 and $1100, remained unchanged from
one year ago, while rent amounts for Class C properties, defined
as less than $750, decreased 0.9 percent year over year.

-- Dual applicants increase: In the fourth quarter of 2012, the
number of transactions with two applicants increased across
property class.  On a year-over-year basis, dual-applicant
transactions increased 3.9 percent for Class A properties,
increased 2.8 percent for Class B properties and increased 0.3
percent for Class C properties.

-- Applicant income rises: Applicant income in the fourth quarter
of 2012 increased an average of 1.7 percent among all property
classes year over year and also increased over the previous
quarter by .5 percent.

-- Fewer applicants declined: Compared to a year ago, property
managers denied fewer applicants in the fourth quarter of 2012.
Class A property managers denied 5 percent fewer applicants, Class
B managers denied 1.3 percent fewer and Class C managers denied
0.6 percent fewer applicants.

Regional Renter Applicant Risk Index Data

Regionally, the Northeast and West had the highest RAR index value
in the fourth quarter of 2012, both at 110, reflecting decreased
default risk.  The Midwest had the lowest RAR index value at 98,
reflecting increased risk, with a five-point decline from the
previous quarter when the value was 103.  The increased risk in
the Midwest is reflective of increased risk seen in two Midwest
Core Based Statistical Areas.

The three CBSAs with the largest year-over-year increases in
applicant risk were Chicago-Joliet-Naperville, Ill.-Ind.-Wis.
(three-point value decline); Cleveland-Elyria-Mentor, Ohio (two-
point value decline); and Dallas-Fort Worth-Arlington, Texas (one-
point value decline). The CBSAs with the largest year-over-year
declines in applicant risk were Denver-Aurora-Broomfield, Colo.;
New York-Northern New Jersey-Long Island, N.Y.-N.J.-Pa.; and San
Diego-Carlsbad-San Marcos, Calif., all with a four-point value
increase (see Figure 3).

NOTE: CBSAs are selected from the Top 50 CBSAs based on population
and applicant volume.

* The CBSAs referred to within the Renter Applicant Risk Index
Report may differ from the CBSAs referenced in other CoreLogic
data reports.  CBSAs are defined by the Office of Management and
Budget (OMB) and CoreLogic may provide data either for the overall
CBSA or a Metropolitan Division of a CBSA, depending upon the
report. The particular CBSA used is identified in the report.

Methodology

The SafeRent Renter Applicant Risk (RAR) Index Report is published
quarterly by CoreLogic.  The RAR Index is calculated exclusively
from applicant-traffic credit quality scores from the CoreLogic
SafeRent statistical lease screening model, Registry ScorePLUS(R)
and is based on an analysis of 39,000 properties representing
nearly 6 million apartment homes and single-family rentals.  The
index provides a benchmark trend of national and regional traffic
credit quality scores.  The index value indicates the relative
risk of an applicant pool fulfilling lease obligations.  A risk
index value of 100 indicates that market conditions are equal to
the national mean for the Index's base period of 2004.  A risk
index value greater than 100 indicates market conditions with
reduced average risk of default relative to the index's base
period mean.  A value less than 100 indicates market conditions
with increased average risk of default relative to the index's
base period mean.  Registry ScorePLUS is the multifamily
industry's only screening model that is both empirically derived
and statistically validated.  The statistical screening model was
developed from historical resident lease performance data to
specifically evaluate the potential risk of a resident's future
lease performance.  The model generates scores for each applicant
indicating the relative risk of the applicant not fulfilling lease
obligations.

                          About CoreLogic

CoreLogic -- http://www.corelogic.com-- is a property
information, analytics and services provider in the United States
and Australia.  The company's combined data from public,
contributory, and proprietary sources includes over 3.3 billion
records spanning more than 40 years, providing detailed coverage
of property, mortgages and other encumbrances, consumer credit,
tenancy, location, hazard risk and related performance
information.  The markets CoreLogic serves include real estate and
mortgage finance, insurance, capital markets, transportation and
government.  Headquartered in Irvine, Calif., CoreLogic operates
in seven countries.


* States' Foreclosure Pace Affects Home Prices
----------------------------------------------
Julie Schmit, writing for USA TODAY, reported that, although
affected by other factors, home price data generally show stronger
price increases in states where courts don't have to approve
foreclosures than in states where they do.  Foreclosures, the
report noted, are completed faster where court approval is
necessary.

The report also noted that last year, home values tracked by
Zillow, a web-based real estate tracker, rose an average 5.4% in
the 24 states where foreclosures don't go through the courts,
according to Zillow. Where they do, the average increase was 3.2%,
the report sad.

Asking prices, a leading indicator of price trends, show a similar
pattern, the report added.  In January, asking prices in non-
judicial states were up an average of 7.3% year-over-year vs. 3.1%
for judicial foreclosure states, show data from real estate
website Trulia.  Non-judicial foreclosure states have tended to
clear out distressed home inventory quicker, which is helping
prices, John Burns, CEO of John Burns Real Estate Consulting, told
USA Today.

USA Today said in Florida, New York and New Jersey -- all judicial
foreclosure states -- the average loan in foreclosure was past due
for more than 31 months before the process was completed,
according to December data from Lender Processing Services.  In
California, Arizona and Nevada -- all non-judicial foreclosure
states -- that average was fewer than 22 months, LPS data show.


* Golden State Group Reacts to LA Times Student Loan Article
------------------------------------------------------------
One of the many different forms of debt that a consumer can take
on in life is student loan debt.  Unlike many other forms of debt,
however, student loan debt cannot be discharged in bankruptcy
absent relatively rare circumstances.  As such, the San Diego
bankruptcy lawyers at the Golden State Law Group are reacting to a
recent story that appeared in the Los Angeles Times regarding a
study pinpointing the percentage of household debt across the
United States attributable to student loan debt with deep concern.
As such, the firm is offering consumers a free initial
consultation to troubled consumers in order to review their
financial situations.

Specifically, the attorneys at the firm are reacting with concern
to a story that ran in the Los Angeles Times on Tuesday, February
12, 2013 that was entitled, "Student loan debt -- a bit of good
news" and it concerned a study that was recently completed by
economists at Wells Fargo Bank.  The 'good' news was that the
economists who performed the study stated that they did not
believe that the student loan debt as it's currently constituted
represented a 'bubble' akin to the mortgage bubble of recent
years.

However, the San Diego bankruptcy lawyers at the Golden State Law
Group noticed the fact that appeared in the story that related to
the percentage of overall household debt in the United States that
was tied to student loans presently as compared to 10 years ago.
According to the portion of the study that was quoted in the
article, approximately 8.5 percent of all household debt in the
United States is currently labeled as student loan debt. That
compares to just 3.3 percent 10 years ago.

This rise has occurred at the same time that other forms of debt
have fallen, according to the article.  For instance, mortgage
debt has dropped by more than 13 percent since the end of 2008 and
credit card debt is down by 23 percent since that time.  In terms
of raw numbers, the amount of student loan debt owed in the United
States is approaching $1 trillion.

                  About the Golden State Law Group

The Golden State Law Group -- http://www.goldenstatelawgroup.com/
-- is a law firm in San Diego, California that's comprised of a
team of San Diego bankruptcy attorneys who provide legal help to
consumers and businesses.  Specifically, the attorneys at the firm
provide help to consumers in the legal areas of student loan debt
problems, medical bill issues, consumer bankruptcy, business
bankruptcy, tax debt issues and personal injury cases.

* Courtney Pozmantier Joins Greenberg Glusker's Bankruptcy Group
----------------------------------------------------------------
Greenberg Glusker on Feb. 20 announced the addition of three new
attorneys to the Firm.  Real estate attorney Lydia W. Wu joins the
Real Estate Group as Of Counsel and brings a wealth of experience
in representing individual and institutional investors in real
estate financings, acquisitions/dispositions, development and
leases.  Associate Courtney E. Pozmantier, whose practice focuses
on bankruptcy, restructuring and commercial law, joins the
Bankruptcy/Insolvency Group.  Associate Harrison J. Reynolds joins
the Entertainment Group where his practice emphasis includes
entertainment transactions in film and television.

"The Firm's growth momentum continues early in 2013 with the
addition of these talented professionals who are an ideal fit with
the Firm's core competencies," said Greenberg Glusker Managing
Partner Stephen Smith.  "Lydia's real estate deal portfolio is
impressive for its breadth and depth of sophisticated transactions
in California and across the nation.  Courtney has been involved
in numerous complex restructurings during the economic downturn.
Harrison is a valuable addition to our bench strength in leading
deals shaping the next generation of the entertainment industry."
Wu and Reynolds joined the firm in January and Pozmantier in
February.

Lydia Wu

In her real estate practice, Ms. Wu negotiates and closes both
multi-state and multi-property transactions for institutional
investors and local, single-property projects for individuals,
emerging companies and regional clients involving office, shopping
center/retail, industrial/warehouse, multifamily, resort/hotel,
senior housing and mixed-use properties.  She has an extensive
background in steering and closing sophisticated financings on
behalf of institutional lenders, investors and borrowers. Her
experience working with developers, purchasers/sellers, and
landlord/tenants includes representing insurance companies,
hospitality providers, energy providers, restaurants, oil
companies and other industrial clients.

Ms. Wu, who is a member of the American College of Mortgage
Attorneys, previously was a partner with Ballard Spahr LLP and
Baker Hostetler LLP, and began her career at Morrison & Foerster
LLP.  She is a graduate of University of California, Irvine, the
Westminster Theological Seminary, and the University of Southern
California Law School.

Courtney E. Pozmantier

Ms. Pozmantier represents chapter 11 debtors, secured creditors,
creditors' committees, unsecured creditors and asset purchasers in
many large chapter 11 cases across the country.  She also
represents lenders, borrowers and purchasers in out-of-court
workouts, restructurings, financing transactions, ABCs and
distressed entertainment transactions.  An alumna of University of
California, Los Angeles and New York University School of Law,
Pozmantier has represented parties involved in chapter 11 cases
involving the Freemark Abbey, Byron and Arrowood wineries, Sexy
Hair Concepts, LLC and Brotman Medical Center. She previously
served as an associate at the bankruptcy boutique law firm Klee,
Tuchin, Bogdanoff & Stern, LLP.

Harrison Reynolds

Mr. Reynolds is a former Greenberg Glusker summer associate and
joins the Firm following his graduation from Stanford Law School
last year.  His experience includes managing several platinum-
selling musical artists, including Imagine Dragons. Reynolds has
drafted and helped to negotiate deals for performers in films,
musical performance agreements for television, as well as various
real estate and employment agreements.


* Dallas Bankruptcy Expert Jeffery Erler Joins Gruber Hurst
-----------------------------------------------------------
Noted Dallas bankruptcy attorney Jeffrey R. Erler has joined the
Dallas litigation firm of Gruber Hurst Johansen Hail Shank LLP as
a Partner and practice leader for the firm's bankruptcy and
financial restructuring section, the firm said in a press
statement dated Feb. 8, 2013.

During the past 20 years Mr. Erler has represented major banks,
asset-based lenders, trustees, creditors' committees, creditors
and debtors in bankruptcy reorganizations, liquidations, and
litigation across a variety of industries. He has also served
clients in receiverships, out-of-court workouts, personal property
reorganization and sales, and real estate foreclosures. He joins
Gruber Hurst from the Dallas office of Bell Nunnally & Martin LLP.

"We're very fortunate to have Jeff bring his legal expertise to
the firm," says Mark Johansen, one of Gruber Hurst's founding
partners. "The list of clients he's represented, and the scale and
issues involved in those matters, is truly impressive."

Mr. Erler was named to the list of Texas' "Rising Stars" of the
state's top young attorneys a total of six times between 2004 and
2011, and was selected for inclusion to the list of "Texas Super
Lawyers" in 2012. He earned his law degree from Southern Methodist
University's Dedman School of Law in 1996, and received his
undergraduate degree from Texas A&M University in 1993.

Mr. Erler is a frequent speaker for the National Business
Institute and other organizations on topics related to creditor
representation, such as insolvency actions, litigation and
collection efforts. A member of the Dallas Bar Association and
American Bar Association, he is also active in the American
Bankruptcy Institute, the Aircraft Owners and Pilots Association
and serves on the Foundation Board of Directors of Lovers Lane
United Methodist Church in Dallas.

Gruber Hurst Johansen Hail Shank LLP focuses on the business needs
of its clients in trying complex commercial litigation in
courtrooms across Texas. The firm's experience includes matters
involving securities, financial services, employment, intellectual
property, technology, products liability and other commercial
cases. Clients include leading companies ? large and small ? and
individuals in the fields of private equity, real estate,
manufacturing, professional services, energy and retail. Visit the
firm's website at http://www.ghjhlaw.com.

For more information, contact Barry Pound at 214-559-4630 or
barry@androvett.com


* Thompson Hine Lawyers Named to Georgia Trend's 2012 Legal Elite
-----------------------------------------------------------------
Three partners from Thompson Hine LLP were recently selected for
inclusion in Georgia Trend's 2012 Legal Elite.  The listing was
compiled based on votes from attorneys who practice in Georgia and
are members of the State Bar of Georgia.  The Thompson Hine
lawyers selected represent three of the firm's practices: Business
Restructuring, Creditors' Rights & Bankruptcy, Environmental and
Intellectual Property.

Those recognized are:

Elizabeth B. Davis (Environmental) - Ms. Davis focuses her
practice on regulatory compliance, permitting, enforcement defense
and litigation.  She also addresses the environmental aspects of
corporate and real estate transactions, as well as occupational
safety and health compliance and zoning and land use issues.
Ms. Davis has extensive experience with counseling and litigation
in all aspects of federal and state laws related to the
environment, including hazardous waste, underground storage tanks,
water, air and pesticides.

John F. Isbell (Business Restructuring, Creditors' Rights &
Bankruptcy) - Mr. Isbell concentrates his practice in the areas of
bankruptcy and insolvency law, including insolvency-related
commercial litigation in state and federal courts.  He represents
secured lenders, debtors/borrowers, official committees of
unsecured creditors, landlords and other parties in interest in
matters including bankruptcy cases, receivership litigation,
workouts, restructurings, and state court foreclosures and
confirmation proceedings.

Ash D. Patel (Intellectual Property) - Mr. Patel focuses his
practice on patent, trademark, unfair competition, false
advertising and copyright litigation.  He also counsels clients on
the procurement of patents, trademarks and copyright
registrations.  Mr. Patel's practice further includes the issuance
of opinions of counsel, management of global patent and trademark
portfolios, assessment and evaluation of intellectual property
portfolios for acquisition or sale, and negotiation and
preparation of intellectual property agreements.

                     About Thompson Hine LLP

Established in 1911, Thompson Hine -- http://www.ThompsonHine.com
-- is a business law firm dedicated to providing superior client
service.  The firm has been recognized for more than ten
consecutive years as one of the top law firms in the country for
client service excellence in The BTI Client Service A-Team: Survey
of Law Firm Client Service Performance, and for six years has
ranked as one of the top 30 law firms in the United States for
client service.  With offices in Atlanta, Cincinnati, Cleveland,
Columbus, Dayton, New York and Washington, D.C., Thompson Hine
serves premier businesses worldwide.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Steven Lefkowitz
   Bankr. D. Ariz. Case No. 13-01958
      Chapter 11 Petition filed February 13, 2013

In re 19271 Sherman Way, LLC
   Bankr. C.D. Cal. Case No. 13-13732
     Chapter 11 Petition filed February 13, 2013
         See http://bankrupt.com/misc/cacb13-13732.pdf
         represented by: Raymond H. Aver, Esq.
                         LAW OFFICES OF RAYMOND H. AVER, APC
                         E-mail: ray@averlaw.com

In re Home Theater Rooms, Inc.
   Bankr. M.D. Fla. Case No. 13-00814
     Chapter 11 Petition filed February 13, 2013
         See http://bankrupt.com/misc/flmb13-00814.pdf
         represented by: Scott W. Spradley, Esq.
                         Law Offices of Scott W. Spradley, P.A.
                         E-mail: scott.spradley@flaglerbeachlaw.com

In re David Hirschauer
   Bankr. M.D. Fla. Case No. 13-01774
      Chapter 11 Petition filed February 13, 2013

In re Robert Grete
   Bankr. N.D. Fla. Case No. 13-30161
      Chapter 11 Petition filed February 13, 2013

In re B. SHOPGIRL, LLC
   Bankr. E.D. La. Case No. 13-10295
     Chapter 11 Petition filed February 13, 2013
         See http://bankrupt.com/misc/laeb13-10295.pdf
         represented by: Robert L. Marrero, Esq.
                         ROBERT MARRERO, LLC
                         E-mail: marrero1035@bellsouth.net

In re Crusade for Christ Deliverance Center Inc.
        aka Crusade for Christ Deliverance Center ICS
            Crusade for Christ World Ministries
   Bankr. W.D. La. Case No. 13-10346
     Chapter 11 Petition filed February 13, 2013
         See http://bankrupt.com/misc/lawb13-10346.pdf
         Filed as Pro Se

In re Ann Gill
   Bankr. D. Minn. Case No. 13-40670
      Chapter 11 Petition filed February 13, 2013

In re Felix Figueroa
   Bankr. D. Nev. Case No. 13-11064
      Chapter 11 Petition filed February 13, 2013

In re Randy Rathburn
   Bankr. D. Nev. Case No. 13-50251
      Chapter 11 Petition filed February 13, 2013

In re 3 Sons Pizzeria Corporation
        dba Scardino's Pizzeria
        fka Scardino's Pizza Restaurant, Inc.
   Bankr. D. N.J. Case No. 13-12826
     Chapter 11 Petition filed February 13, 2013
         See http://bankrupt.com/misc/njb13-12826.pdf
         represented by: John W. Sywilok, Esq.
                         JOHN W. SYWILOK, LLC
                         E-mail: sywilokattorney@sywilok.com

In re Claire Pires
   Bankr. E.D.N.Y. Case No. 13-40792
      Chapter 11 Petition filed February 13, 2013

In re FMB, Inc.
        dba Bagels & A Hole Lot More
   Bankr. E.D.N.Y. Case No. 13-70699
     Chapter 11 Petition filed February 13, 2013
         See http://bankrupt.com/misc/nyeb13-70699.pdf
         represented by: Michael G. McAuliffe, Esq.
                         E-mail: mgmlaw@optonline.net

In re Ninamarie Crisafulli
   Bankr. N.D.N.Y. Case No. 13-10333
      Chapter 11 Petition filed February 13, 2013


In re New Hope Christian Church
   Bankr. M.D.N.C. Case No. 13-80204
     Chapter 11 Petition filed February 13, 2013
         See http://bankrupt.com/misc/ncmb13-80204.pdf
         represented by: Florence A. Bowens, Esq.
                         E-mail: FBOWENSlaw@aol.com

In re S.E., Carnel
   Bankr. D. P.R. Case No. 13-01074
      Chapter 11 Petition filed February 13, 2013

In re Simon Chavez
   Bankr. W.D. Tex. Case No. 13-30246
      Chapter 11 Petition filed February 13, 2013


In re Hun Kwon
   Bankr. C.D. Cal. Case No. 13-11410
      Chapter 11 Petition filed February 14, 2013

In re Robert Hindin
   Bankr. C.D. Cal. Case No. 13-11008
      Chapter 11 Petition filed February 14, 2013

In re Titan Group International, Inc.
   Bankr. N.D. Cal. Case No. 13-40872
     Chapter 11 Petition filed February 14, 2013
         See http://bankrupt.com/misc/canb13-40872.pdf
         represented by: Matthew D. Metzger, Esq.
                         Belvedere Legal, APC
                         E-mail: mmetzger@belvederelegal.com

In re Kenneth Brown
   Bankr. S.D. Fla. Case No. 13-13343
      Chapter 11 Petition filed February 14, 2013

In re Louis Litvin
   Bankr. S.D. Fla. Case No. 13-13340
      Chapter 11 Petition filed February 14, 2013

In re Marcelo De Carvalho
   Bankr. S.D. Fla. Case No. 13-13353
      Chapter 11 Petition filed February 14, 2013

In re Douglas Himmelfarb
   Bankr. D. Hawaii Case No. 13-00229
      Chapter 11 Petition filed February 14, 2013

In re Central Food Market, Inc.
   Bankr. D. Mass. Case No. 13-10817
     Chapter 11 Petition filed February 14, 2013
         See http://bankrupt.com/misc/mab13-10817.pdf
         represented by: James Hoyt, Esq.
                         Mickelson Barnet, P.C.
                         E-mail: jhoyt@mickelsonbarnet.com

In re AJN Operating LLC
   Bankr. D. Minn. Case No. 13-30646
     Chapter 11 Petition filed February 14, 2013
         See http://bankrupt.com/misc/mnb13-30646.pdf
         represented by: John D. Lamey, III, Esq.
                         Lamey Law Firm, P.A.
                         E-mail: bankrupt@lameylaw.com

In re Just Kidding Around Daycare and Preschool, Inc.
   Bankr. D. Minn. Case No. 13-30644
     Chapter 11 Petition filed February 14, 2013
         See http://bankrupt.com/misc/mnb13-30644.pdf
         represented by: John D. Lamey, III, Esq.
                         Lamey Law Firm, P.A.
                         E-mail: bankrupt@lameylaw.com

In re Frederick Baybutt
   Bankr. D.N.H. Case No. 13-10344
      Chapter 11 Petition filed February 14, 2013

In re Gator Enterprises, Inc.
   Bankr. E.D.N.Y. Case No. 13-40808
     Chapter 11 Petition filed February 14, 2013
         See http://bankrupt.com/misc/nyeb13-40808.pdf
         represented by: Debra Purcell Regis, Esq.
                         Law Office of Debra Purcell-Regis

In re Route Nine Properties, Inc.
        aka Double Vision Nightclub
   Bankr. N.D.N.Y. Case No. 13-10342
     Chapter 11 Petition filed February 14, 2013
         See http://bankrupt.com/misc/nynb13-10342.pdf
         represented by: Barbara A Whipple, Esq.
                         E-mail: attybwhipple@gmail.com

In re Carissa Corp.
        dba Valley Oil
   Bankr. S.D.N.Y. Case No. 13-35314
     Chapter 11 Petition filed February 14, 2013
         See http://bankrupt.com/misc/nysb13-35314.pdf
         represented by: Andrea B. Malin, Esq.
                         Genova & Malin, Attorneys
                         E-mail: genmallaw@optonline.net

In re James Burns
   Bankr. E.D.N.C. Case No. 13-00967
      Chapter 11 Petition filed February 14, 2013

In re Virginia Systems, Inc.
   Bankr. E.D. Va. Case No. 13-10688
     Chapter 11 Petition filed February 14, 2013
         See http://bankrupt.com/misc/vaeb13-10688.pdf
         represented by: Raymond Pring, Jr., Esq.
                         The Law Office of Raymond R. Pring, Jr.
                         E-mail: rpring@pringlaw.com

In re Patrick Sweeney
   Bankr. W.D. Wis. Case No. 13-10621
      Chapter 11 Petition filed February 14, 2013

In re Westpark One, LLC
   Bankr. D. Ariz. Case No. 13-02107
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/azb13-02107.pdf
         represented by: Paul Sala, Esq.
                         ALLEN, SALA & BAYNE, PLC
                         E-mail: psala@asbazlaw.com

In re The Keys Limited Company, LLC
        dba The Keys
            Pearl
            Redline Sports Grill
   Bankr. D. Ariz. Case No. 13-02111
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/azb13-02111.pdf
         represented by: Eric Slocum Sparks, Esq.
                         ERIC SLOCUM SPARKS, P.C.
                         E-mail: law@ericslocumsparkspc.com

In re Fernando Pascua
   Bankr. N.D. Cal. Case No. 13-50870
      Chapter 11 Petition filed February 15, 2013

In re Front Avenue Properties, LLC
   Bankr. D. Conn. Case No. 13-30292
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/ctb13-30292.pdf
         Filed as Pro Se

In re Lamar Waters
   Bankr. M.D. Fla. Case No. 13-00866
      Chapter 11 Petition filed February 15, 2013

In re Edward Henry
   Bankr. M.D. Fla. Case No. 13-01872
      Chapter 11 Petition filed February 15, 2013

In re AAA Pest Protection, Inc.
        dba AAA Pest Control, Inc.
   Bankr. S.D. Fla. Case No. 13-13460
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/flsb13-13460.pdf
         represented by: Aaron A. Wernick, Esq.
                         FURR & COHEN
                         E-mail: awernick@furrcohen.com

In re William Robles
   Bankr. S.D. Fla. Case No. 13-13476
      Chapter 11 Petition filed February 15, 2013

In re Jorge Arteaga
   Bankr. N.D. Ill. Case No. 13-05676
      Chapter 11 Petition filed February 15, 2013

In re Jorge Arteaga
   Bankr. N.D. Ill. Case No. 13-05676
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/ilnb13-05676.pdf
         Filed as Pro Se

In re Kil Lee
   Bankr. N.D. Ill. Case No. 13-05723
      Chapter 11 Petition filed February 15, 2013

In re JS2 Properties
   Bankr. D. Minn. Case No. 13-30678
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/mnb13-30678.pdf
         represented by: Paul V. Sween, Esq.
                         ADAMS, RIZZI & SWEEN, P.A.
                         E-mail: psween@adamsrizzisween.com

In re Richard Griffith
   Bankr. N.D. Miss. Case No. 13-10548
      Chapter 11 Petition filed February 15, 2013

In re 05-023 Carmencita Business Trust
   Bankr. D. Nev. Case No. 13-11150
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/nvb13-11150.pdf
         represented by: Timothy P. Thomas, Esq.
                         LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                         E-mail: tthomas@tthomaslaw.com

In re Airborne Veterans Services, Inc.
   Bankr. D. Nev. Case No. 13-11176
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/nvb13-11176.pdf
         represented by: Arun Gupta, Esq.
                         E-mail: attorney@theguptalawfirm.com

In re JVK Foods, Inc.
        dba Sorrento's Restaurant & Pizzeria
   Bankr. D. N.J. Case No. 13-13073
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/njb13-13073.pdf
         represented by: John W. Sywilok, Esq.
                         JOHN W. SYWILOK, LLC
                         E-mail: sywilokattorney@sywilok.com

In re Middletown Ventures, LLC
   Bankr. E.D.N.Y. Case No. 13-40821
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/nyeb13-40821.pdf
         represented by: Richard S. Feinsilver, Esq.
                         E-mail: feinlawny@yahoo.com

In re James Campbell
   Bankr. S.D.N.Y. Case No. 13-22228
      Chapter 11 Petition filed February 15, 2013

In re Biltmore Terrace Development, LLC
   Bankr. W.D.N.C. Case No. 13-10089
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/ncwb13-10089.pdf
         represented by: Robert M. Pitts, Esq.
                         PITTS, HAY & HUGENSCHMIDT, P.A.
                         E-mail: pittsatty@phhlawfirm.com

In re S.S.G. S.E.
        aka VORS Development, LLC
   Bankr. D. P.R. Case No. 13-01118
     Chapter 11 Petition filed February 15, 2013
         See http://bankrupt.com/misc/prb13-01118.pdf
         represented by: Isabel M. Fullana, Esq.
                         GARCIA ARREGUI & FULLANA, PSC
                         E-mail: isabelfullana@gmail.com

In re James Bride
   Bankr. W.D. Wash. Case No. 13-11291
      Chapter 11 Petition filed February 15, 2013

In re Justin Serface
   Bankr. W.D. Wash. Case No. 13-40942
      Chapter 11 Petition filed February 15, 2013
In re Resmars Enterprises, LLC
   Bankr. N.D. Cal. Case No. 13-30353
     Chapter 11 Petition filed February 16, 2013
         See http://bankrupt.com/misc/canb13-30353.pdf
         represented by: Sydney Jay Hall, Esq.
                         Law Offices of Sydney Jay Hall
                         E-mail: sydneyhalllawoffice@yahoo.com

In re Curt Schlager
   Bankr. M.D. Fla. Case No. 13-01919
      Chapter 11 Petition filed February 16, 2013

In re Phoenix Services Group, LLC
   Bankr. E.D. Va. Case No. 13-10715
     Chapter 11 Petition filed February 16, 2013
         See http://bankrupt.com/misc/vaeb13-10715.pdf
         represented by: Richard G. Hall, Esq.
                         E-mail: richard.hall33@verizon.net

In re Parties Plus, LLC
   Bankr. D. Ariz. Case No. 13-02122
     Chapter 11 Petition filed February 17, 2013
         See http://bankrupt.com/misc/azb13-02122.pdf
         represented by: Charles R. Hyde, Esq.
                         Law Offices of C.R. Hyde
                         E-mail: crhyde@gmail.com

In re Michael Tutt
   Bankr. C.D. Cal. Case No. 13-10394
      Chapter 11 Petition filed February 18, 2013

In re Raymond Smith
   Bankr. N.D. Cal. Case No. 13-40918
      Chapter 11 Petition filed February 18, 2013

In re Centro Cristiano Restauracion En Cristo, Inc.
   Bankr. M.D. Fla. Case No. 13-00896
     Chapter 11 Petition filed February 18, 2013
         See http://bankrupt.com/misc/flmb13-00896.pdf
         represented by: Taylor J. King, Esq.
                         Law Offices of Mickler & Mickler
                         E-mail: court@planlaw.com

In re Ismet Gjeloshi
   Bankr. M.D. Fla. Case No. 13-01938
      Chapter 11 Petition filed February 18, 2013

In re JNDE Enterprises, Inc.
   Bankr. M.D. Fla. Case No. 13-01929
     Chapter 11 Petition filed February 18, 2013
         See http://bankrupt.com/misc/flmb13-01929.pdf
         represented by: William J Rinaldo, Esq.
                         The Rinaldo Law Firm, PA
                         E-mail:
                         william.rinaldo@rinaldo-law.com

In re William Clark
   Bankr. M.D. Fla. Case No. 13-00903
      Chapter 11 Petition filed February 18, 2013

In re Keith Graversen
   Bankr. S.D. Ga. Case No. 13-20171
      Chapter 11 Petition filed February 18, 2013

In re River Street Plaza East Commercial Association
   Bankr. N.D. Ill. Case No. 13-06078
     Chapter 11 Petition filed February 18, 2013
         See http://bankrupt.com/misc/ilnb13-06078p.pdf
         See http://bankrupt.com/misc/ilnb13-06078c.pdf
         represented by: Matthew Johns, Esq.
                         Thompson Coburn LLP
                         E-mail: mjohns@thompsoncoburn.com

In re Infocus Office Systems, Inc.
   Bankr. D. Md. Case No. 13-12748
     Chapter 11 Petition filed February 18, 2013
         See http://bankrupt.com/misc/mdb13-12748.pdf
         represented by: Tabitha Renee Brown, Esq.
                         Law Offices of Tabitha R. Brown
                         E-mail: tbrown@tabitharbrown.com

In re Yanic Hardie
   Bankr. D. Md. Case No. 13-12715
      Chapter 11 Petition filed February 18, 2013

In re Dainforth French
   Bankr. E.D. Mich. Case No. 13-42837
      Chapter 11 Petition filed February 18, 2013

In re NGPCP/BRYS Centre, LLC
   Bankr. E.D. Mich. Case No. 13-42821
     Chapter 11 Petition filed February 18, 2013
         See http://bankrupt.com/misc/mieb13-42821.pdf
         represented by: Basil T. Simon, Esq.
                         Stephen P. Stella, Esq.
                         Simon, Stella & Zingas, P.C.
                         E-mail: bsimon@sszpc.com
                                 attorneystella@sszpc.com

In re Weir & Weir, LLC
   Bankr. E.D. Mich. Case No. 13-42892
     Chapter 11 Petition filed February 18, 2013
         See http://bankrupt.com/misc/mieb13-42892p.pdf
         See http://bankrupt.com/misc/mieb13-42892c.pdf
         represented by: William R. Orlow, Esq.
                         B.O.C. Law Group, P.C.
                         E-mail: bocecf@boclaw.com

In re R. Johansen
   Bankr. S.D. Miss. Case No. 13-50295
      Chapter 11 Petition filed February 18, 2013

In re Tom Smith Trade in Center, LLC
        dba The Trade-in Center
   Bankr. E.D.N.C. Case No. 13-01045
     Chapter 11 Petition filed February 18, 2013
         See http://bankrupt.com/misc/nceb13-01045.pdf
         represented by: J.M. Cook, Esq.
                         E-mail: J.M.Cook@jmcookesq.com

In re Keith Babb
   Bankr. D.N.H. Case No. 13-10362
      Chapter 11 Petition filed February 18, 2013

In re Heleda Corp.
   Bankr. E.D. Pa. Case No. 13-11404
     Chapter 11 Petition filed February 18, 2013
         See http://bankrupt.com/misc/paeb13-11404.pdf
         represented by: Hae Yeon Baik, Esq.
                         Baik & Associates PC
                         E-mail: haeyeon.baik@verizon.net

In re Segunda Iglesia Bautista De Cidra Inc
   Bankr. D.P.R. Case No. 13-01164
     Chapter 11 Petition filed February 18, 2013
         See http://bankrupt.com/misc/prb13-01164.pdf
         represented by: Luis D Flores Gonzalez, Esq.
                         Luis D Flores Gonzalez Law Office
                         E-mail: ldfglaw@coqui.net


In re Alfonso Tellez
   Bankr. D. Ariz. Case No. 13-02238
      Chapter 11 Petition filed February 19, 2013

In re Scrub N Clean LLC
   Bankr. D. Ariz. Case No. 13-02239
     Chapter 11 Petition filed February 19, 2013
         See http://bankrupt.com/misc/azb13-02239.pdf
         represented by: Jason Chandler Farrington, Esq.
                         FARRINGTON HARDY, PLC
                         E-mail: jason@farringtonhardy.com

In re Shakocat, Inc.
        aka Aquatic Physical Therapy
            Rehabilitation Therapy Center
   Bankr. C.D. Cal. Case No. 13-11094
     Chapter 11 Petition filed February 19, 2013
         See http://bankrupt.com/misc/cacb13-11094.pdf
         represented by: Neil C. Evans, Esq.
                         LAW OFFICES OF NEIL C. EVANS

In re Harold Lapidus Trust No.1 U/D/T 9/8/82
   Bankr. C.D. Cal. Case No. 13-14134
     Chapter 11 Petition filed February 19, 2013
         See http://bankrupt.com/misc/cacb13-14134.pdf
         represented by: Michael H. Lapidus, Esq.

In re Gale Young
   Bankr. C.D. Cal. Case No. 13-14166
      Chapter 11 Petition filed February 19, 2013

In re Dwight Smith
   Bankr. C.D. Cal. Case No. 13-14263
      Chapter 11 Petition filed February 19, 2013

In re 4420 NE 20th Avenue, LLC
   Bankr. S.D. Fla. Case No. 13-13618
     Chapter 11 Petition filed February 19, 2013
         See http://bankrupt.com/misc/flsb13-13618.pdf
         represented by: Mark N. Hirsch, Esq.
                         TEMPLER AND HIRSCH

In re James Newman
   Bankr. N.D. Ga. Case No. 13-53426
      Chapter 11 Petition filed February 19, 2013

In re Thomas Ricks
   Bankr. D. Idaho Case No. 13-00264
      Chapter 11 Petition filed February 19, 2013

In re Howell Green
   Bankr. N.D. Ill. Case No. 13-01292
      Chapter 11 Petition filed February 19, 2013

In re Leon Stiles
   Bankr. N.D. Ill. Case No. 13-06109
      Chapter 11 Petition filed February 19, 2013

In re Sunterra Development Corporation
   Bankr. N.D. Ind. Case No. 13-30265
     Chapter 11 Petition filed February 19, 2013
         See http://bankrupt.com/misc/innb13-30265.pdf
         represented by: Michael S. Bergerson(ACK), Esq.
                         LAW OFFICES OF MICHAEL S. BERGERSON
                         E-mail: teambergy@comcast.net

In re Richard Green Co., Inc.
   Bankr. S.D. Ind. Case No. 13-01293
     Chapter 11 Petition filed February 19, 2013
         See http://bankrupt.com/misc/insb13-01293.pdf
         represented by: David R. Krebs, Esq.
                         HOSTETLER & KOWALIK, P.C.
                         E-mail: dkrebs@hklawfirm.com

In re M & M Masonry
   Bankr. S.D. Iowa Case No. 13-00381
     Chapter 11 Petition filed February 19, 2013
         See http://bankrupt.com/misc/iasb13-00381p.pdf
         See http://bankrupt.com/misc/iasb13-00381c.pdf
         represented by: Bradley R. Kruse, Esq.
                         BROWN WINICK GRAVES GROSS BASKERVILLE &
                         SCHOENEBAUM PLC
                         E-mail: brk@brownwinick.com

In re Kirby Joy
   Bankr. W.D. Mo. Case No. 13-60230
      Chapter 11 Petition filed February 19, 2013

In re Randall Nelsen
   Bankr. D. Nebr. Case No. 13-40281
      Chapter 11 Petition filed February 19, 2013

In re Mario Pulido
   Bankr. D. Nev. Case No. 13-11197
      Chapter 11 Petition filed February 19, 2013

In re Kuzina Express, LLC
   Bankr. D. N.J. Case No. 13-13209
     Chapter 11 Petition filed February 19, 2013
         See http://bankrupt.com/misc/njb13-13209.pdf
         represented by: Elissa Westbrook Smith, Esq.
                         MCDOWELL POSTERNOCK LAW, P.C.
                         E-mail: esmith@mcdowellposternocklaw.com

In re Bayside Boys, Inc.
        dba Plum Restaurant
   Bankr. E.D.N.Y. Case No. 13-40881
     Chapter 11 Petition filed February 19, 2013
         See http://bankrupt.com/misc/nyeb13-40881.pdf
         represented by: Angelo R. Picerno, Esq.
                         PICERNO & ASSOCIATES, PLLC
                         E-mail: angelopicerno@hotmail.com

In re Rudolph Binder
   Bankr. M.D.N.C. Case No. 13-10219
      Chapter 11 Petition filed February 19, 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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