TCR_Public/130222.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 22, 2013, Vol. 17, No. 52

                            Headlines

1717 MARKET: Bank Wants Trustee After Examiner Report on Fraud
400 EAST: Court OKs Herrick Feinstein as Bankruptcy Counsel
4ZL LLC: Chapter 11 Case Summary & 9 Unsecured Creditors
ACCENTIA BIOPHARMA: Incurs $8.7-Mil. Net Loss in Fiscal Q1
ALLIED DEFENSE: AQR Capital Owns 7.2% Equity Stake at Dec. 31

AMERICAN AIRLINES: Milbank Represents Ad Hoc Creditors Committee
AMF BOWLING: Committee Liens Challenge Rights Expire March 25
AMPAL-AMERICAN: Creditors Committee Fine-Tunes Plan
API TECHNOLOGIES: S&P Lowers Corporate Credit Rating to 'B-'
API TECHNOLOGIES: N. Obus Discloses 5% Equity Stake at Dec. 31

AQUALIV TECHNOLOGIES: Incurs $6.1-Mil. Net Loss in Fiscal Q1
ART AND ARCHITECTURE: Case Summary & 20 Largest Unsec. Creditors
ASHLAND INC: Moody's Assigns 'Ba1' Rating to Three Note Tranches
ASHLAND INC: S&P Rates $1.2BB Five-Yr. Sr. Unsecured Facility 'BB'
ASSOCIATED ASPHALT: Weak Demand Cues Moody's to Cut CFR to 'B3'

ASSOCIATED ASPHALT: S&P Affirms 'B+' CCR; Rates $175MM Notes 'B'
ATP OIL: May Access Up to $11.8 Million in Additional Financing
ATP OIL: Refutes Creditors Committee's "Death Spiral" Accusation
AVANTAIR INC: Incurs $1.9 Million Net Loss in Dec. 31 Quarter
BANKRATE INC: S&P Revises 'BB-' Rating Outlook to Negative

BEAVER VALLEY: Case Summary & 20 Largest Unsecured Creditors
BERNARD L. MADOFF: Sen. Lautenberg Suit Barred by Appeals Court
BIOVEST INTERNATIONAL: Incurs $3.3-Mil. Net Loss in Fiscal Q1
BMB MUNAI: Delays Form 10-Q for Dec. 31 Quarter
BUILDERS FIRSTSOURCE: Stadium Capital Owns 15% Stake at Dec. 31

C&D TECHNOLOGIES: Swiss RE Financial Does Not Own Common Shares
CAELUS RE 2013: S&P Assigns Preliminary 'BB-' Rating to Notes
CARDICA INC: Incurs $4.2-Mil. Net Loss in Dec. 31 Quarter
CEDAR FAIR: S&P Affirms 'BB-' CCR; Rates $885MM Facility 'BB+'
CELL THERAPEUTICS: FMR LLC Holds 8.2% Equity Stake at Feb. 13

CELL THERAPEUTICS: Crede Discloses 1% Equity Stake at Dec. 31
CELL THERAPEUTICS: Tang Capital No Longer Owns Shares at Dec. 31
CENTRAL EUROPEAN: William Carey Owns 6% Equity Stake at Dec. 31
CENTRAL FEDERAL: Wellington Holds 8% Equity Stake at Dec. 31
CHINA BAK: Incurs $25.2-Mil. Net Loss in Fiscal 2013 Q1

CHINA GINSENG: Incurs $257,000 Net Loss in Fiscal 2nd Quarter
CHISEN ELECTRIC: Suspends Filing of Reports with SEC
CLEARWIRE CORP: Incurs $728.6-Mil. Net Loss in 2012
COGENT COMMUNICATIONS: S&P Raises CCR to 'B+', Outlook Stable
COMMUNITY WEST: D. Ellefson Discloses 7% Equity Stake at Dec. 31

COVENANT BANCSHARES: Banking Unit Placed Into Receivership
CRYSTALLEX INTERNATIONAL: J. Savitz Holds 8% Stake at Dec. 31
DCB FINANCIAL: Wellington Discloses 4% Equity Stake at Dec. 31
DCB FINANCIAL: Sandler O'Neill Holds 5% Equity Stake at Dec. 31
DENNY'S CORP: FMR LLC Discloses 14% Equity Stake at Feb. 13

DENNY'S CORP: Wellington Discloses 7% Equity Stake at Dec. 31
DEWEY & LEBOEUF: DiCarmine et al. Must Appear at Feb. 27 Hearing
DIALOGIC INC: Ann Lamont Discloses 2% Equity Stake at Dec. 31
DUNE ENERGY: BofA Ceases to be "Beneficial Owner" at Dec. 31
DUNE ENERGY: Highbridge Discloses 5% Equity Stake at Dec. 31

DUNE ENERGY: TPG Opportunities Holds 13% Equity Stake at Dec. 31
EARTHLINK INC: Moody's Lowers CFR to 'B2', Outlook Stable
EARTHLINK INC: S&P Rates $300MM Senior Secured Loan 'B+'
EASTMAN KODAK: Has Green Light to Reject Sony Pictures Contract
EASTMAN KODAK: Control of Case Extended Only Until April 17

EDISON MISSION: Committee to Hire Blackstone as Investment Banker
EDISON MISSION: Committee Hiring FTI as Financial Advisor
EDISON MISSION: Perkins Coie to Act as Committee Co-Counsel
EMMIS COMMUNICATIONS: Bradley Radoff Owns 1% of Class A Shares
ENDEAVOUR INTERNATIONAL: S&P Cuts CCR to 'CCC+', Outlook Negative

FIRST SOUND: Completes Repurchase of TARP Preferred Securities
FISKER AUTOMOTIVE: Shouldn't Go to Chinese, Iowa Senator Says
FOUNTAINEBLEAU L.V.: 11th Circ. Backs BofA in $1B Funding Fight
FOREST SPRINGS: Summary Judgment Ruling in "Jordan" Suit Upheld
FREESEAS INC: Effects a 1-for-10 Reverse Split of Common Stock

FRIENDFINDER NETWORKS: D. Staton Discloses 16% Equity Stake
FRIENDFINDER NETWORKS: Marc Bell Discloses 16% Stake at Dec. 31
GENERAL AUTO: Gets OK to Access Cash Collateral Until March
GEOGLOBAL RESOURCES: NYSE MKT Accepts Listing Compliance Plan
GMX RESOURCES: Had $46 Million Available Cash at Year-End 2012

GOODYEAR TIRE: Fitch Assigns 'B' Rating to $750MM Unsecured Notes
GOODYEAR TIRE: Moody's Rates Proposed $750MM Senior Notes 'B1'
GOODYEAR TIRE: S&P Rates $750MM Senior Unsecured Notes 'B+'
GRYPHON GOLD: Incurs $1.8-Mil. Net Loss in Fiscal 2nd Quarter
HARRISBURG, PA: Crisis Plan May Prompt Investor Loss

HEALTHSOUTH CORP: Share Repurchase No Impact on Moody's 'Ba3' CFR
HEARTLAND MEMORIAL: McGuireWoods Denies Representing Hospital
HORIZON LINES: Western Asset Holds 13.6% Equity Stake at Dec. 31
HORIZON LINES: Beach Point Discloses 11% Equity Stake at Dec. 31
INDIANTOWN COGENERATION: S&P Prelim. Rates $128MM Notes 'BB'

INNER HARBOR WEST: Wants Involuntary Ch. 7 Converted to Ch. 11
INTERNET BRANDS: Moody's Rates New $330MM Senior Term Loan 'B1'
INTERNET BRANDS: S&P Assigns Preliminary 'B+' Corporate Rating
INUVO INC: NYSE MKT Accepts Listing Compliance Plan
JACKSONVILLE BANCORP: Sandler O'Neill Holds 5% Stake at Dec. 31

LAGUNA BRISAS: Parties Agree on $12-Mil. Value of Spa Hotel
LBI MEDIA: S&P Raises Corp. Credit Rating to 'CCC'; Outlook Neg.
LEHMAN BROTHERS: 50 Lawsuits Stayed for Another Six Months
LEHMAN BROTHERS: European Unit Comments on "Customer Claims"
LEHMAN BROTHERS: Settles Dispute With Aozora Bank for $470 Million

LIBERACE FOUNDATION: Hires Nedda Ghandi as Attorney
LIBERTY INTERACTIVE: Fitch Affirms 'BB' Issuer Default Rating
LIGHTSQUARED INC: Has Access to Cash Collateral Until Dec. 31
LIVINGSOCIAL: Gets $110MM Emergency Debt Infusion From Investors
LSP ENERGY: Keeps Sole Control Over Chapter 11 Case

LYMAN HOLDING: Deloitte Tax to Prepare Tax Returns for 2012
MASCO CORP: Fitch Affirms 'BB' Issuer Default Rating
MCCLATCHY CO: S&P Revises Outlook to Positive; Affirms 'B-' CCR
MERRIMACK PHARMACEUTICALS: Credit Suisse Owns 5% of Common Shares
MERUS LABS: Reports C$298,000 Net Income in Fiscal 1st Quarter

METAL SERVICES: Moody's Says Term Loan Add-on is Credit Positive
MF GLOBAL: Seeks to Subordinate, Reclassify 627 Equity Claims
MONTANA ELECTRIC: Plan Outline Hearing on March 26
MORGANS HOTEL: BofA Ceases to Hold 5% Equity Stake at Dec. 31
MORGANS HOTEL: Long Pond Discloses 6% Equity Stake at Dec. 31

MOTORS LIQUIDATION: $1.4BB Net Assets in Liquidation at Dec. 31
MPG OFFICE: DW Investment Owns 9% of Pref. Shares at Dec. 31
MSR RESORT: Bid to Assume Resigned Member Contracts Challenged
NESBITT PORTLAND: Wins Approval to Use Cash for Hotel Improvements
NEWLEAD HOLDINGS: Piraeus Bank Discloses 6% Stake at Feb. 14

NEXSTAR BROADCASTING: R. Yudkoff Owns 91% of B Shares at Dec. 31
NEXSTAR BROADCASTING: K. Cardwell Owns 6% of A Shares at Dec. 31
NORTHSTAR AEROSPACE: Court Denies Bid on Escrowed Funds
NORTHWEST PARTNERS: Fannie Mae Snubs Plan, Insists on Stay Relief
NPS PHARMACEUTICALS: FMR LLC Discloses 15% Stake at Feb. 13

NPS PHARMACEUTICALS: Wellington Mgt. Holds 9% Stake at Dec. 31
NPS PHARMACEUTICALS: Columbia Wanger Owns 12% Stake at Dec. 31
OFFICE DEPOT: Moody's Revises Outlook on 'B2' CFR to Developing
OFFICEMAX INC: Moody's Affirms 'B1' CFR After Office Depot Merger
OLLIE'S HOLDINGS: Moody's Affirms 'B2' CFR, Outlook Stable

ORCHARD SUPPLY: ZBI Equities Owns 5% Class A Shares at Feb. 6
ORCHARD SUPPLY: Fairholme Holds 12% of Class A Shares at Dec. 31
ORCHARD SUPPLY: ESL Partners Owns 40% of A Shares at Dec. 31
ORLEANS HOMEBUILDERS: Moody's Lowers Debt Facility Rating to Caa1
PENSON WORLDWIDE: U.S. Trustee Appoints 3-Member Creditors' Panel

PENSON WORLDWIDE: Creditors Committee Hires Capstone as Advisor
PENSON WORLDWIDE: Creditors' Panel Balks at Class Suit Settlement
POINT CENTER FINANCIAL: Files Bare-Bones Chapter 11 Petition
PRO MACH: S&P Affirms 'B+' CCR Following $70MM Add-On
PURE BEAUTY: Wants Plan Filing Exclusivity Moved Until April 4

QUANTUM CORP: FMR LLC Discloses 10% Equity Stake at Dec. 31
QUANTUM CORP: Wellington Lowers Stake to Less Than 1% at Dec. 31
QUANTUM CORP: Paul Orlin Discloses 8% Equity Stake at Dec. 31
READER'S DIGEST: Moody's Cuts PDR to D-PD After Bankruptcy Filing
REALBIZ MEDIA: D'Arelli Pruzansky Raises Going Concern Doubt

RENDA MARINE: U.S. Can Collect from Contractors, 5th Circ. Finds
REPUBLIC RESTAURANT: Non-payment of Taxes Prompts Case Dismissal
RESIDENTIAL CAPITAL: Creditors Press Ally for Larger Pact
RESIDENTIAL CAPITAL: Fights to Subordinate Securities Claims
RESIDENTIAL CAPITAL: Sues Mortgage-Bond Buyers

REVEL AC: To Seek Prepackaged Bankruptcy by March 15
REVEL AC: Advisors and Lawyers Involved in Prepack Bankruptcy
REVEL AC: S&P Lowers CCR to 'D' After Possible Chapter 11 Filing
REVSTONE INDUSTRIES: Lender Looks to Foreclose on Defunct Unit
RG STEEL: Seeks Approval to Sell Asset to Bounty Mineral for $3.2M

RICHFIELD EQUITIES: Committee to Pursue Avoidance Actions
RITE AID: Completes Debt Refinancing Transactions
ROHRIG INVESTMENTS: Atlanta Developer Files Chapter 11 Bankruptcy
ROHRIG INVESTMENTS: Updated Case Summary & Creditors' Lists
ROTECH HEALTHCARE: M. Wartell Owns 9% Equity Stake at Dec. 31

ROTECH HEALTHCARE: Nelson Obus Holds 9% Equity Stake at Dec. 31
ROTECH HEALTHCARE: Deerfield Holds 3% Equity Stake at Dec. 31
SAIBABA LLC: Case Summary & 4 Unsecured Creditors
SANGUI BIOTECH: Incurs $500,000 Net Loss in Fiscal 2nd Quarter
SANTA FE GOLD: Incurs $2.9-Mil. Net Loss in Dec. 31 Quarter

SCOTTSDALE VENETIAN: Days Hotel in Ch. 11, Seeks to Use Cash
SCOTTSDALE VENETIAN: Meeting of Creditors on March 26
SCOTTSDALE VENETIAN: To Pay Vendors Necessary for Hotel Operations
SEDONA DEVELOPMENT: Plan Proposed with Specialty Amended
SEMGROUP CORP: Better Risk Profile Cues Moody's to Keep CFR at B1

SOLAR NATION: Solar-Panels Provider to Liquidate Under Chapter 7
SOUTH BRUNSWICK YMCA: In Bankruptcy as Membership, Donations Drop
SPECIALTY PRODUCTS: Asbestos Panel Can Hire Keating Muething
STAR WEST: Moody's Rates New $825MM Senior Debt Facility 'Ba3'
SUNGARD DATA: New $2BB Senior Term Loan Gets Moody's 'Ba3' Rating

SWIFT TRANSPORTATION: Moody's Lifts CFR to 'B1', Outlook Stable
T&T ENERGY: Case Summary & 20 Largest Unsecured Creditors
TOMNIK FOOD: Case Summary & 9 Unsecured Creditors
TRAINOR GLASS: Hires Reese Broome as Virginia Counsel
TWIN PEAKS: Amended Scheduling Orders Okayed in Ch.7 Trustee Suits

TWN INVESTMENT GROUP: Lap Tang Named Responsible Individual
UNILIFE CORPORATION: Incurs $14.6MM Net Loss in Dec. 31 Quarter
VALENCE TECHNOLOGY: Amends Schedules of Assets and Liabilities
VALENCE TECHNOLOGY: Amends List of Top Creditors for 3rd Time
VANDERRA RESOURCES: Plan Outline Hearing Set for March 14

VEYANCE TECHNOLOGIES: Moody's Rates USD1.2-Bil. Debt Facility B2
VIRGINIA GOLF: Owner of Prince George Golf Club Files Ch.11
W3 CO: S&P Rates $330MM First Lien Senior Secured Debt 'B-'
WARNER SPRINGS: Limits Compensation of E. Consultant at $1,000
WASTE INDUSTRIES: S&P Retains 'B+' CCR Following $100MM Increase

WILSONART LLC: S&P Assigns 'B+' CCR; Outlook Stable
WINDSORMEADE OF WILLIAMSBURG: To File Prenegotiated Chapter 11
WINDSTREAM CORP: Fitch Affirms 'BB+' IDR, Outlook Negative
WSP HOLDINGS: Enters Into $893.6-Million Merger Agreement
YOSHI'S SAN FRANCISCO: Hires McNutt Law as Bankruptcy Counsel

YOSHI'S SAN FRANCISCO: Taps Goldcon as Restructuring Consultant
YOSHI'S SAN FRANCISCO: Case Dismissal Hearing Moved to March 27
ZBB ENERGY: Incurs $3.3-Mil. Net Loss in Fiscal 2nd Quarter

* Weak Reps & Warranties May Expose Investors to Risk, Fitch Says
* Fitch Says ROE Still Falling Short for Some U.S. Banks
* Moody's Says Liquidity Stress Index Hits Record Low in January
* Moody's Notes Rising Five-Year Corp. Debt Maturities in Canada

* Moderate Demand Cues Moody's to Lower Gas Price Assumptions
* CME Derivatives Skirting Dodd Frank Rules Attract CFTC Review
* Financial Services M&A Activity Faces Continued Uncertainty

* 9th Cir. Appoints Blumenstiel as N.D. Calif. Bankruptcy Judge

* Bankruptcy Pros See Business Looking Up In 2013, Weil Says

* Five Thompson Hine Lawyers Nominated to Georgia Super Lawyers
* StoneTurn Adds Two Senior Practitioners to New York Office

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses

                            *********

1717 MARKET: Bank Wants Trustee After Examiner Report on Fraud
--------------------------------------------------------------
Regions Bank asks the Bankruptcy Court to enter an order
appointing a chapter 11 trustee to take over management of 1717
Market Place LLC, or in the alternative, dismiss or convert to the
Debtor's case to Chapter 7 liquidation.

Regions Bank, owed $10.2 million on a promissory note, says the
Court-appointed examiner Barry Worth made the following findings:

a. That the Debtor was being bled out by way of "loans" and
   "draws," which were distributed to the Debtor's owners Richard
   Gregg, Scott Schaefer, and others even after the Regions' loans
   went into default.

b. That Richard Gregg owed the Debtor $636,500, exclusive of any
   interest, and Scott Schaefer owed the Debtor $569,000,
   exclusive of any interest. The Examiner concluded the loans
   were made without written authorization, had no corporate
   purpose, had no collateral, had no specific terms of interest
   or repayment and were made when Borrower was unable to pay its
   creditors.

c. From April 10, 2008, through July 6, 2012, the Debtor
   distributed $361,000 in draws to Richard Gregg and Scott
   Schaefer.  The Examiner concluded the draws were made without
   justification and when the Borrower was insufficiently
   capitalized and not paying its debts. The Examiner further
   found that Scott Schaefer received these draws despite the
   fact that he had no active role in the performance of any
   duties for the Debtor.

d. Scott Schaefer acknowledged in his deposition that after the
   Debtor ceased paying its bills, he continued to receive owner
   distributions as noted on Exhibit KK of the Examiner's Report.
   When confronted with the issue of why he and Gregg continued to
   take money from the Debtor after it failed to pay its loan
   obligations, Scott Schaefer incredibly responded, "I don't know
   why we did what we did."

e. In addition to paying themselves, the Debtor's principals also
   made "loans" to G&S Holdings, LLC and as of Aug. 31, 2012, G&S
   owed Debtor $464,297.63, exclusive of any interest.
   Astonishingly, both Richard Gregg and Scott Schaefer both
   admitted that G&S does not have the ability to repay the amount
   owed the Debtor.

f. In 2008 (after obtaining the Regions Loan), Richard Gregg and
   Scott Schaefer caused Debtor to transfer a major portion of the
   underlying real estate it owned to a separate entity, 1717
   Market Place II, L.L.C.

g. G&S owns 97.5% of Market Place II, with Richard Gregg and Scott
   Schaefer each owning 1% and another entity known as 1717 Market
   Place II Manager, L.L.C., owning the last .5% of Market Place
   II. In this book entry transaction, Market Place II became
   indebted to Debtor for $6,800,000

   The real estate owned by Market Place II was damaged by the
   tornado which hit Joplin, Missouri in May of 2011. Market Place
   II filed a claim with its insurance company and received an
   aggregate amount of $11,800,000 in payments for its losses.

   After rebuilding the facility and paying off a $6,600,000 loan
   from Midland Bank, Richard Gregg and Scott Schaefer caused
   Market Place II to distribute the remaining insurance proceeds
   to themselves, with each receiving at least $1,200,000.

   By August 31, 2012, Market Place II was indebted to the Debtor
   in the amount of $7,833,165.93.

Regions Bank believes that cause exists for the appointment of
trustee due to the findings set forth in the Examiner's Report.

Regions Bank is represented by:

         Larry E. Parres, Esq.
         Joseph J. Trad
         LEWIS, RICE & FINGERSH, L.C.
         600 Washington Ave., Suite 2500
         St. Louis, MO 63101
         Tel: (314) 444-7600
         E-mail: lparres@lewisrice.com
                 jtrad@lewisrice.com

                     About 1717 Market Place

1717 Market Place LLC, a grocery-store business, filed for
Chapter 11 protection (Bankr. W.D. Mo. Case No. 12-00984) on
July 17, 2012, in Springfield, Missouri.  The Debtor estimated
assets and liabilities of at least $10 million.  G&S Holdings LLC
owns 98% of the company and the remaining 2% is owned by J. Scott
Schaefer and Richard T. Gregg, according to court papers.

1717 Market Place said it is a defendant in a lawsuit brought by
Regions Bank in Joplin, Missouri, relating to a promissory note.
The bank is seeking the appointment of a receiver.

David Schroeder Law Offices, P.C., serves as the Debtor's counsel.

Barry Worth of Brown, Smith and Wallace, LLC, was appointed as
examiner.  David A. Sosne, Esq., and the law firm of Summers
Compton Wells PC serve as the examiner's counsel.


400 EAST: Court OKs Herrick Feinstein as Bankruptcy Counsel
-----------------------------------------------------------
400 East 51st Street LLC sought and obtained permission from the
U.S. Bankruptcy Court to employ Herrick, Feinstein LLP as
principal bankruptcy counsel.

Joshua Angel attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm's hourly rates range from $990 to $495 for members and
counsel, $580 to $290 for associates, and $355 to $180 for legal
assistants.

                    About 400 East 51st Street

400 East 51st Street LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-14196) on Oct. 9, 2012.  The Debtor, a Single
Asset Real Estate under 11 U.S.C. Sec. 101 (51B), owns property in
150 East 58th Street, New York.  Judge Robert E. Gerber presides
over the case.  Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in
New York, serves as counsel.  The Debtor disclosed $15,058,088 in
asset and $11,522,779 in liabilities as of the Chapter 11 filing.
The petition was signed by Simon Elias, member and chief
administrative officer.


4ZL LLC: Chapter 11 Case Summary & 9 Unsecured Creditors
--------------------------------------------------------
Debtor: 4ZL, LLC
        dba Hampton Inn of Taos, New Mexico
        210 Griffith Street
        Lake Charles, LA 70601

Bankruptcy Case No.: 13-20136

Chapter 11 Petition Date: February 19, 2013

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Wade N. Kelly, Esq.
                  ROBICHAUX, MIZE, WADSACK & RICHARDSON, LLC
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274
                  E-mail: wnkellylaw@yahoo.com

Scheduled Assets: $4,380,088

Scheduled Liabilities: $4,429,099

A copy of the Company's list of its nine largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/lawb13-20136.pdf

The petition was signed by Ramond Phillips, managing member.


ACCENTIA BIOPHARMA: Incurs $8.7-Mil. Net Loss in Fiscal Q1
----------------------------------------------------------
Accentia Biopharmaceuticals, Inc., reported a net loss of
$8.7 million on $549,009 of total net sales for the three months
ended Dec. 31, 2012, compared with net income of $660,501 on
$1.2 million of total net sales for the prior fiscal period.

The Company's balance sheet at Dec. 31, 2012, showed
$2.8 million in total assets, $89.2 million in total liabilities
and a stockholders' deficit of $86.4 million.

The Company, as of Dec. 31, 2012, had an accumulated deficit of
$345.6 million and working capital deficit of $74.2 million.

A copy of the Form 10-Q is available at http://is.gd/Hc247t

                 About Accentia Biopharmaceuticals

Accentia Biopharmaceuticals, Inc., is biotechnology company
focused on discovering, developing and commercializing innovative
therapies that address the unmet medical needs of patients
utilizing therapeutic clinical products including personalized
immunotherapies designed to treat autoimmune related diseases and
cancer.  The Company was incorporated in the State of Florida in
2002.

                        Going Concern Doubt

As reported in the TCR on Jan. 3, 2013, Cherry, Bekaert & Holland,
L.L.P., in Tampa, Fla., following the fiscal 2012 results,
expressed substantial doubt about Accentia's ability to continue
as a going concern.  The independent auditors noted that the
Company incurred cumulative net losses of $24.8 million during the
two years ended Sept. 30, 2012, and had a working capital
deficiency of $55.0 million at Sept. 30, 2012.  "On Nov. 17, 2012,
$14.1 million of the Company's debt matured and accordingly the
Company is currently in default of these debt instruments.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."

Bankruptcy Warning

According to the Form 10-K for the year ended Sept. 30, 2012, if,
as or when required, the Company is unable to repay, refinance or
restructure its indebtedness under its secured or unsecured debt
instruments, or amend the covenants contained therein, the lenders
and/or holders under such secured or unsecured debt instruments
could elect to terminate their commitments thereunder, cease
making further loans and institute foreclosure proceedings or
other actions against its assets.  "Under such circumstances, we
could be forced into bankruptcy or liquidation.  In addition, any
event of default or declaration of acceleration under one of our
debt instruments could also result in an event of default under
one or more of our other debt instruments.  We may have to seek
protection under the U.S. Bankruptcy Code from the Matured
Obligations, the Biovest Matured Obligations, and/or our other
debt instruments."


ALLIED DEFENSE: AQR Capital Owns 7.2% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, AQR Capital Management, LLC, disclosed that,
as of Dec. 31, 2012, it beneficially owns 594,564 shares of common
stock of Allied Defense Group, Inc., representing 7.22% of the
shares outstanding.  AQR previously reported beneficial ownership
of 555,790 common shares or a 6.75% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/U3dJz3

                   About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. and Mecar USA, Inc.  Mecar is
located in Nivelles, Belgium and Mecar USA is located in Marshall,
Texas.

The Company received a subpoena from the U.S. Department of
Justice on Jan. 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.

                 Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds of the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company agreed to delay the filing of
a certificate of dissolution with the Delaware Secretary of State.
The Company filed a certificate of dissolution with the Delaware
Secretary of State on Aug. 31, 2011.  In connection with this
filing, the Company's stock transfer agent has ceased recording
transfers of the Company's stock and its stock is no longer
publicly traded.


AMERICAN AIRLINES: Milbank Represents Ad Hoc Creditors Committee
----------------------------------------------------------------
After several months of complex negotiations, a critical Support
and Settlement Agreement has been reached between American
Airlines (AMR) and an Ad Hoc Committee of the airline's unsecured
creditors and certain other large bondholders -- the deal
represents a milestone in the Chapter 11 case of American.  The Ad
Hoc Committee is represented by Milbank, Tweed, Hadley & McCloy as
legal advisor and Houlihan Lokey, Inc. as financial advisor.

The agreement provides the critical framework for American to
efficiently exit from Chapter 11 pursuant to a plan of
reorganization premised on the merger of the reorganized American
with US Airways Group, Inc. The Support and Settlement Agreement
was reached concurrently with American's plan to combine with US
Airways announced on February 14.

Both agreements are subject to approval by the U.S. Bankruptcy
Court for the Southern District of New York, where American filed
for Chapter 11 on November 29, 2012.  The merger is subject to
confirmation of American's plan of reorganization.  The
restructuring and merger is expected to establish a new premier
global air carrier.

"We are pleased that we have been able to reach an agreement with
AMR regarding a fair and appropriate allocation of value among AMR
stakeholders and believe that such agreement will avoid
significant litigation that might otherwise jeopardize
consummation of the merger," said Milbank financial restructuring
partner Gerard Uzzi, who led the team on behalf of the Ad Hoc
Committee.

"We acknowledge the efforts of Tom Horton and the American
Airlines Board of Directors and management team, as well as the
work of Doug Parker and the US Airways Board and management team,
who have worked extremely hard for more than a year to make this
transaction possible and AMR's restructuring a success," said Eric
Siegert who led the Houlihan Lokey, Inc. team.

The Ad Hoc Committee is comprised of a group of financial
institutions and private investors, including Avenue Capital
Management II, L.P., Claren Road Asset Management, LLC, Cyrus
Capital Partners, L.P., J.P. Morgan Securities LLC, Marathon Asset
Management LP, Pentwater Capital Management LP, and Solus
Alternative Asset Management LP all of which participated in the
negotiations.  OppenheimerFunds, Inc. and Nuveen Asset Management
also participated in the negotiations.

In addition to Mr. Uzzi, other Milbank lawyers representing the
committee include Tom Janson (corporate) and Russ Kestenbaum
(tax), and also includes Eric Stodola and Matthew Brod (financial
restructuring), Brian Kelly and Hannah Dworkis (corporate), and
Randy Clark (tax).

In addition to Mr. Siegert, other Houlihan Lokey, Inc. team
members included Fred Vescio, Daniel Tobin, John Popehn and Alissa
Kearney.  Seabury Group and Amy Caton of Kramer Levin represented
Bank of New York Mellon and Law Debenture as indenture trustees.

                          About Milbank

Milbank, Tweed, Hadley & McCloy LLP -- http://www.milbank.com--
is an international law firm providing legal solutions to clients
throughout the world for more than 140 years.  Milbank is
headquartered in New York and has offices in Beijing, Frankfurt,
Hong Kong, London, Los Angeles, Munich, S?o Paulo, Singapore,
Tokyo and Washington, DC.  The firm's lawyers provide a full range
of legal services to the world's leading commercial, financial and
industrial enterprises, as well as to institutions, individuals
and governments.

                     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).


AMF BOWLING: Committee Liens Challenge Rights Expire March 25
-------------------------------------------------------------
AMF Bowling Worldwide Inc., et al., entered into a stipulation and
agreed order regarding challenge rights under the final order
dated Dec. 18, 2012, authorizing the Debtors to obtain
postpetition financing, use of cash collateral, granting liens and
providing superpriority administrative expense status, granting
adequate protection, and modifying automatic stay.

Pursuant to the final order, the Committee will have until
Jan. 18, 2013, to investigate and commence an adversary proceeding
or contested matter.

The stipulation was entered, through their respective counsel: (a)
the Debtors; (b) the Official Committee of Unsecured Creditors;
(c) Credit Suisse AG, Cayman Islands Branch, as administrative
agent, on behalf of itself and the lenders party to that certain
Senior Secured Debtor-in-Possession Credit Agreement, dated
Nov. 13, 2012, as amended or supplemented; and (d) certain DIP
lenders, which collectively represent the required DIP lenders.

Credit Suisse AG, Cayman Islands Branch, and Credit Suisse
Securities (USA) LLC is represented by:

         Tyler P. Brown
         Eric W. Flynn
         HUNTON & WILLIAMS LLP
         Riverfront Plaza, East Tower
         951 East Byrd Street
         Richmond, VA 23219
         Tel: (804) 788-8200
         Fax: (804) 788-8218

         Michael C. Rupe
         Christopher G. Boies
         KING & SPALDING LLP
         1185 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 556-2000
         Fax: (212) 556-2200

         W. Austin Jowers
         KING & SPALDING LLP
         1180 Peachtree Street
         Atlanta, GA 30309
         Tel: (404) 572-4600
         Fax: (404) 572-5100

The Committee is represented by:

         Augustus C. Epps, Jr., Esq.
         Michael D. Mueller, Esq.
         Jennifer M. McLemore, Esq.
         CHRISTIAN & BARTON, LLP
         909 East Main Street, Suite 1200
         Richmond, VA 23219-3095
         Tel: (804) 697-4100
         Fax: (804) 697-6112

         Robert J. Feinstein, Esq.
         Jeffrey N. Pomerantz, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         780 Third Ave, 36th Floor
         New York, NY 10017
         Tel: (212) 561-7700
         Fax: (212) 561-7777

Certain DIP Lenders, which collectively constitute the Required
DIP Lenders are represented by:

         Michael A. Condyles
         Peter J. Barrett
         KUTAK ROCK LLP
         1111 East Main Street, Suite 800
         Richmond, VA 23219-3500
         Tel: (804) 644-1700
         Fax: (804) 783-6192

         Kristopher M. Hansen
         Sayan Bhattacharyya
         Marianne S. Mortimer
         STROOCK & STROOCK & LAVAN LLP
         180 Maiden Lane
         New York, NY 10038
         Tel: (212) 806-5400
         Fax: (212) 806-6006

                    About AMF Bowling Worldwide

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

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

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

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

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

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

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

The petitions were signed by Stephen D. Satterwhite, chief
financial officer/chief operating officer.

The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP
as its lead counsel; Christian & Barton, LLP as its local counsel;
and Mesirow Financial Consulting, LLC as its financial advisors.


AMPAL-AMERICAN: Creditors Committee Fine-Tunes Plan
---------------------------------------------------
Ampal-American Israel's official committee of unsecured creditors
filed with the U.S. Bankruptcy Court a Second Amended Plan of
Reorganization and related Disclosure Statement, according to
reporting by BankruptcyData.

The Plan documents were filed a head of the Feb. 21, 2013 hearing
to consider approval of the disclosure statement relating to Plan.
The Committee can begin soliciting votes on the Plan and schedule
a confirmation hearing after obtaining approval of the disclosure
statement.

BankruptcyData relates that according to the disclosure statement,
general unsecured creditors will receive 100% of the preferred
stock or cash; no distributions will be made to intercompany
claims; existing equity holders have the option to buy shares in
the reorganized company; and there will be cash distributions to
holder of administrative and professional claims.

                        About Ampal-American

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

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

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

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


API TECHNOLOGIES: S&P Lowers Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on API Technologies Corp. to 'B-' from
'B'.  At the same time, S&P removed the rating from CreditWatch,
where it placed it with negative implications on Feb. 8, 2013.
The outlook is stable.

Following this action, S&P will withdraw all ratings on API
Technologies Corp. at the company's request.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.

S&P had previously anticipated that debt to EBITDA would improve
to 4.5x-5x by mid-2013, but this now seems less likely, as the
ratio was 8x for the 12 months ended Nov. 30, 2012.  Similarly,
S&P had assumed funds from operations (FFO) to debt would improve
to between 10% and 15% from less than 5% for the most recent
period.  S&P now expects debt to EBITDA to remain above 5x and FFO
to debt to remain below 10% over the next 12 months.

"We assess API's business risk as "vulnerable," because of its
relatively small revenue base; participation in fragmented markets
in which competitors are often larger; and considerable
uncertainty surrounding the U.S. defense industry, API's primary
end market.  We assess API's financial risk profile as "highly
leveraged," given its weak credit protection measures, acquisitive
growth strategy, and significant ownership by private-equity firm
Vintage Capital Management," S&P noted.

Over time, S&P believes it is possible that key credit ratios
could reach levels appropriate for an "aggressive" financial risk
profile, predicated on cost reduction efforts, efficiency
improvements, and debt reduction--levels that S&P had previously
expected.  Therefore, S&P currently do not view leverage as
unsustainable.  S&P also do not envision a default scenario over
the next 12 months, given expectations of positive free cash flow
generation, $20 million in cash on Nov. 30, 2012, and minimal
near-term debt maturities.  These two factors precluded a rating
in the 'CCC' category at this time.


API TECHNOLOGIES: N. Obus Discloses 5% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Nelson Obus and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 2,979,030 shares
of common stock of API Technologies Corp. representing 5.4% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/rXza8Q

                    About API Technologies Corp.

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

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


AQUALIV TECHNOLOGIES: Incurs $6.1-Mil. Net Loss in Fiscal Q1
------------------------------------------------------------
AquaLiv Technologies, Inc., reported a net loss of $6.1 million on
$96,121 of revenues for the three months ended Dec. 31, 2012,
compared with a net loss of $88,690 on $139,720 of revenues for
the prior fiscal period.   The increase in net loss is primarily
attributed to the increase in the Company's operating expenses and
the one time write off of goodwill attributed to the Verity Farms
acquisition.

The Company's balance sheet at Dec. 31, 2012, showed $4.7 million
in total assets, $6.2 million in total liabilities, and a
stockholders' deficit of $1.5 million.

As of Dec. 31, 2012, the Company did not have sufficient cash on
hand to pay present obligations as they become due.

A copy of the Form 10-Q is available at http://is.gd/OxhDv8

Bongiovanni & Associates, C.P.A.'s, in Cornelius, North Carolina,
expressed substantial doubt about AquaLiv's ability to continue as
a going concern following their audit of the Company's financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred recurring losses from
operations, has a liquidity problem, and requires funds for its
operational activities.

Silverdale, Wash.-based AquaLiv Technologies, Inc., Inc. operates
life sciences and technology businesses.  The Company's technology
alters the behavior of organisms without chemical interaction.
Aqualiv technology has applications in increased crop yields and
drug-free medications.


ART AND ARCHITECTURE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Art and Architecture Books of the 21st Century
        dba Ace Gallery
        5514 Wilshire Boulevard
        Los Angeles, CA 90036

Bankruptcy Case No.: 13-14135

Chapter 11 Petition Date: February 19, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Robert N. Kwan

Debtor's Counsel: Joseph A. Eisenberg, Esq.
                  JEFFER MANGELS BUTLER & MITCHELL LLP
                  1900 Ave. of The Stars, 7th Flr.
                  Los Angeles, CA 90067
                  Tel: (310) 785-5375
                  Fax: (310) 785-5357
                  E-mail: jae@jmbm.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-14135.pdf

The petition was signed by Douglas Chrismas, president.


ASHLAND INC: Moody's Assigns 'Ba1' Rating to Three Note Tranches
----------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to Ashland Inc.'s
three new tranches of proposed senior unsecured notes. Moody's
affirmed Ashland's Ba1 Corporate Family Rating, upgraded its
existing unsecured debt to Ba1 from Ba2, and downgraded its 9.125%
notes and the 6.60% Hercules notes to Ba1 from Baa3 due to their
move to an unsecured status.

The proceeds from the new notes (totaling $2.3 billion par value),
along with a $200 million draw under its revolving credit
facility, will be used to repay Ashland's existing term loan A and
term loan B. The ratings outlook is stable.

The following summarizes the rating activity:

Ratings assigned:

Ashland Inc.

  $1.2bn sr unsec revolving credit facility due February 2018 --
  Ba1, (LGD4, 52%)

  $2.3bn sr unsec notes -- Ba1 (LGD4, 52%)

Ratings Affirmed:

Ashland Inc.

  Corporate Family Rating -- Ba1

  Probability of Default Rating -- Ba1-PD

  $1bn sr sec revolving credit facility due 2016 -- Baa3 (LGD2,
  28%) **

  $1.5 billion sr sec term loan A due 2016 -- Baa3 (LGD2, 28%) **

  $1.4 billion sr sec term loan B due 2018 -- Baa3 (LGD2, 28%) **

Hercules Incorporated

  6.50% Jr Sub Debentures due 2029 -- Ba2 (LGD6, 96%) from Ba2
  (LGD6, 95%)

Ratings Downgraded:

Ashland Inc.

  9.125% sr unsec Notes due 2017 -- Ba1 (LGD4, 52%) from Baa3
  (LGD2, 28%) **

Hercules Incorporated

  6.60% Notes due 2027 -- Ba1(LGD4, 52%) from Baa3 (LGD2, 28%)

Ratings upgraded:

Ashland, Inc.

  4.75% Sr Unsecured notes due 2022 -- Ba1(LGD4, 52%) from Ba2
  (LGD5, 78%)

  Sr Unsec Medium-Term Note Program -- Ba1(LGD4, 52%) from Ba2
  (LGD5, 78%)

  7.72% Sr Unsec Medium Term Notes due 2013 -- Ba1(LGD4, 52%)
  from Ba2 (LGD5, 78%)

  8.38% Sr Unsec Medium Term Notes due 2015 -- Ba1(LGD4, 52%)
  from Ba2 (LGD5, 78%)

** The ratings on the refinanced term loans and revolver will be
   withdrawn upon completion of the refinancing and the rating on
   the notes due 2017 will be withdrawn after the notes are
   called.

Ratings Rationale:

Ashland's refinancing transactions are a positive for the firm's
liquidity profile -- extending the average maturity of debt,
potentially reducing its interest costs while locking in low
interest rates and eliminating restrictive covenants.
Additionally, the firm is moving to a predominately unsecured
capital structure with the large majority of debt placed at the
parent company (Ashland Inc.), which supports its stated goal of
achieving an investment grade rating. Ashland will be left with
less than $100 million of secured debt (held at international
subsidiaries), in addition to its $350 million accounts receivable
securitization facility, after the contemplated refinancing
transactions are completed.

The $76 million 9.125% notes due 2017, remaining after a tender
offer executed in August 2012, are expected to be called in June
2013, when they become callable at a price of 104.5. The 9.125%
notes and the $12 million of 6.60% notes due 2027, which are
currently secured, will become unsecured after the term loans and
notes due 2017 are repaid. The move to unsecured status results a
downgrade of both debt issues.

As the company continues to focus on achieving its leverage target
of 2.0x (before Moody's analytical adjustments) and an investment
grade rating, Moody's expects that Ashland will apply free cash
flow towards debt reduction. Its leverage (4.2x as of December 31,
2012, pro forma for the financing transactions and including
Moody's analytical adjustments which add $1.7 billion to debt) is
well above that target and remains elevated compared to Ba1 rated
peers. Moody's expects it will limit the size of acquisitions over
the near-term in order to reduce leverage. With $500 million of
debt under the accounts receivable securitization program ($300
million) and the revolving credit facility ($200 million) after
the proposed debt refinancing, Ashland will maintain the
flexibility to reduce debt with free cash flow.

Ashland's Ba1 CFR is supported by a diversified portfolio of
chemical businesses, large and diverse revenue base in the US and
internationally, meaningful market shares in certain businesses
(e.g., Water Technologies, Specialty Ingredients), and operational
diversity also support the rating. The CFR is tempered by
Ashland's exposure to volatile raw materials and cyclical markets
(the Performance Materials Segment is exposed to the housing,
construction and transportation markets). The CFR also reflects
significant asbestos-related litigation and environmental
liabilities from both the legacy Ashland business and the Hercules
business.

The ratings outlook is stable. The ratings could be upgraded if
Ashland were to maintain steady EBITDA margins above 12%, Retained
Cash Flow to Debt of at least 20% and Free Cash Flow to Debt of at
least 10% on a sustained basis. The ratings could be downgraded if
Ashland is not able to maintain its profit margins, does not
generate Free Cash Flow to Debt greater than 6% on a sustained
basis (that is applied towards debt reduction) or pursues further
debt-financed acquisitions prior to improving its credit metrics.

The principal methodology used in this rating was the Global
Chemical Industry 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.

Ashland, headquartered in Covington, Kentucky, manufactures
specialty chemicals (including specialty ingredients, intermediate
chemicals, performance materials and water technologies), and,
through its Valvoline brand, markets premium-branded automotive
and commercial lubricants. Ashland had revenue of $8.1 billion for
the year ended December 31, 2012.


ASHLAND INC: S&P Rates $1.2BB Five-Yr. Sr. Unsecured Facility 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
senior unsecured debt rating (the same as the corporate credit
rating) and '4' recovery rating to Covington, Ky.-based Ashland
Inc.'s proposed $1.2 billion five-year senior unsecured credit
facility and its proposed offering of senior unsecured notes with
various maturities.  The '4' recovery rating indicates S&P's
expectation of average (30-50%) recovery in the event of a payment
default.  At the same time, S&P affirmed its 'BB' corporate credit
rating on Ashland and its subsidiary Hercules Inc. as well as
S&P's 'B+' issue rating (two notches below the corporate credit
rating) and '6' recovery rating on Hercules' subordinated debt.
The '6' recovery rating indicates S&P's expectation of negligible
(0%-10%) recovery.

In addition, S&P raised the ratings on Ashland's $500 million
4.75% senior notes due 2022 and $10 million of medium-term notes
due 2013 ($8 million outstanding) to 'BB' from 'BB-' and revised
the recovery ratings to '4' from '5'.  A portion of the notes
being issued are expected to be an add-on to the existing 4.75%
senior notes due 2022.

Also, S&P lowered the ratings on the $76 million remaining balance
of its 9.125% notes due 2017 to 'BB' from 'BB+' and revised the
recovery rating to '4' from '2'.  These notes, which were formerly
secured, will become unsecured at closing of the proposed
refinancing.

"Ashland plans to use proceeds of the notes, along with
$200 million borrowed under the new credit facility and a small
amount of balance sheet cash, to fully repay approximately
$2.4 billion of senior secured term loans and pay related fees and
expenses," said Standard & Poor's credit analyst Cynthia Werneth.

In connection with this refinancing, Ashland's senior secured
credit revolving credit facility and term loans will be
terminated, and S&P will withdraw its ratings on them at closing.

The proposed refinancing would move Ashland to a largely unsecured
debt structure, considerably lengthen and stagger debt maturities,
and eliminate certain restrictive credit agreement covenants.  S&P
believes the company should be able to accomplish this without
materially increasing its total interest expense.  Pro forma for
the transaction, total adjusted debt will be about $5.3 billion.
S&P adjusts debt to include about $1.7 billion of tax-effected
postretirement, asbestos, and environmental liabilities, as well
as operating lease and other debt-like obligations.  Pro forma
total adjusted debt to EBITDA is in the low 4x area.

"The outlook is stable.  Credit measures, including FFO to debt of
16%, are currently in line with our expectations for the rating
level.  Our base case expectation is for credit quality to
gradually strengthen through revenue and earnings growth and
continued debt reduction.  We could raise the ratings by one notch
if FFO to debt appears likely to strengthen to the 20% to 25% area
on a sustainable basis.  We think this could occur during the next
one to two years if revenues increase by 3%-5% a year, EBITDA
margins improve to about 17%, working capital is a moderate use of
cash, and the company reduces debt by $400 million-$500 million,"
S&P noted.

Though less likely, S&P could lower the rating if performance
deteriorates and FFO to debt seems likely to drop below 15% on a
sustainable basis.  S&P thinks this could occur if revenues were
flat, EBITDA margins dropped to the low teens, and debt remained
relatively unchanged.  S&P regards another sizable acquisition or
significant share repurchases as unlikely before management
reaches its 2x unadjusted leverage target.


ASSOCIATED ASPHALT: Weak Demand Cues Moody's to Cut CFR to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Associated Asphalt Partners,
LLC's corporate family rating to B3 from B2. Moody's also affirmed
the B3-PD probability of default rating. Concurrently, Moody's
assigned a Caa1 rating to the proposed $175 million senior secured
notes due in 2018. The rating outlook is stable. The ratings on
the company's existing $170 million term loan, $20 million delayed
draw term loan, and its $90 million revolver will be withdrawn
once they are repaid with the proceeds of the new facilities.

Proceeds from the senior secured notes will be used to fully repay
the company's existing $178.6 million term loan. In addition, the
company is also pursuing a $100 million ABL revolver (unrated) to
replace the company's existing $90 million revolving credit
facility.

The following rating actions were taken:

  Corporate Family Rating, downgraded to B3 from B2

  Probability of Default Rating affirmed at B3-PD

  Proposed $175 million senior secured notes due 2018, assigned a
  Caa1 (LGD 5, 70%)

Rating outlook is stable.

Ratings Rationale:

The downgrade reflects Moody's expectation that demand for asphalt
will remain relatively low over the next 12 to 18 months. Although
the Federal Highway Bill has been extended for another two years,
Moody's expects public construction activity to continue to be
weak. Spending at both the state and local government level
remains under fiscal pressure, and stimulus funding has almost
been entirely exhausted. Substantial traction in highway and road
infrastructure construction will remain elusive until a more
robust self-sustaining economic expansion takes hold, and state
and local government revenues benefit.

The B3 corporate family rating reflects the company's high pro-
forma financial leverage, and modest liquidity cushion.
Associated's ratings are constrained by its small scale,
relatively low margins, concentrated supplier base, integration
risk, limited end-markets and geographic diversity, and its
exposure to weak and volatile construction activity. Additionally,
Moody's expects the company will continue to pursue acquisition
opportunities, presenting potential acquisition and integration
risks.

The rating is supported by the company's strategic footprint in
the North American asphalt industry, and longstanding customer and
supplier relationships. Associated Asphalt is among the largest
asphalt resellers in the U.S., operating twelve asphalt terminals
located in the Mid-Atlantic and Southeast with 1.7 million barrels
of asphalt storage capacity. In order to serve its highway
construction customers, its terminals are located close to
population centers and major highways. Its storage capacity
enables it to accept asphalt delivery year round from its refinery
suppliers, then sell during peak warm weather construction months.
The company seeks to earn enhanced margins by leveraging its
location, between Midwest refineries and key East Coast end
markets, and its ability to buy throughout the year, including low
demand winter months. However, this strategy exposes the company
to inventory valuation risk as the margin between wholesale
asphalt purchases and retail pricing is volatile.

The company's liquidity is constrained by limited cash balances
and expected utilization needs under the new ABL revolver for
working capital. This extra flexibility under its financial
covenants and extended debt maturity modestly improves the
company's liquidity.

The stable outlook presumes that the company will carefully
balance its financial policy including maintaining acceptable
liquidity and leverage and other credit metrics against its
acquisition strategy. Furthermore it reflects Moody's expectations
that organic growth and acquisitions will allow the company to
gradually increase its scale over time.

The ratings could improve if the company strengthens its financial
metrics, including driving its debt-to-EBITDA ratio consistently
below 4.5x, expanding operating margins, and building scale and
diversity.

Larger debt-financed acquisitions, increased leverage, declining
infrastructure and roadway spending may result in negative rating
pressure.

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

Associated Asphalt Partners, LLC, headquartered in Roanoke, VA, is
a reseller of liquid asphalt, used predominately for road
development, construction and maintenance. In February 2012, GS
Capital Partners and management acquired Associated Asphalt and is
now the majority equity holder. Revenues in fiscal year 2012,
totaled $494 million. The company provides approximately 1.7
million barrels of asphalt storage capacity, and controls 12
asphalt terminals located throughout the Mid-Atlantic and
Southeastern U.S.


ASSOCIATED ASPHALT: S&P Affirms 'B+' CCR; Rates $175MM Notes 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Roanoke, Va.-based Associated Asphalt Partners
LLC.  At the same time, S&P assigned an issue-level rating of 'B'
and a recovery rating of '5' to the partnership's $175 million
senior secured notes due 2018.  The '5' recovery rating indicates
that lenders can expect modest (10% to 30%) recovery if a payment
default occurs.

"Our ratings on Associated Asphalt Partners LLC reflect its "weak"
business risk profile and "aggressive" financial risk profile.
Business risks include potentially lower product demand due to
changes in roadwork spending in its service territory, possible
EBITDA margin compression due to decreasing crude oil prices, low
profitability measures inherent to a wholesale commodity business,
and significant working capital requirements.  While the
industry's barriers to entry are low, we believe that Associated
maintains a good competitive position in its service territory due
to logistical advantages and long-standing relationships with its
customer base and several key suppliers (mainly large, Midwest
refineries).  Associated, a reseller of liquid asphalt in the
eastern U.S., is owned by Goldman Sachs Capital Partners and its
affiliates, along with senior management," S&P said.

The stable rating outlook on Associated reflects S&P's belief that
the partnership will maintain adequate liquidity and relatively
stable margins and achieve EBITDA in 2013 that should result in a
debt to EBITDA ratio of about 4x, excluding peak working capital
borrowings.

"Higher ratings are unlikely at this time, absent a transforming
acquisition or a notably more conservative financial policy.  We
could lower the ratings if liquidity becomes constrained or debt
leverage approaches 5x, excluding working capital debt," said
Standard & Poor's credit analyst Michael Grande.


ATP OIL: May Access Up to $11.8 Million in Additional Financing
---------------------------------------------------------------
Hon. Martin Isgur of the U.S. Bankrutpcy Court for the Southern
District of Texas signed a formal interim order on Feb. 14, 2013,
allowing ATP Oil & Gas Corporation to borrow up to $11.8 million
from its lenders on two conditions.

The Debtor, the judge made clear, may not, prior to a final
hearing, make payments with respect to (1) the $3 million in
professional fees scheduled for payment on Feb. 21, 2013 in the
Debtor's budget, or (2) any payments not reflected in the budget
within a scheduled payment date before Feb. 21, 2013.

The Court issued the interim order on the Debtor's behest to enter
into a third amendment of its DIP credit agreement with its
lenders.  The current motion before the Court is a revised request
by the Debtor for additional financing from the Lenders in an
aggregate principal amount of up to $117 million.  The original
amount sought was $142 million.

The "consent fee" to be paid to those lenders that consent to the
amendment is modified so that 10% of that fee is payable upon the
interim approval of Amendment No. 3 and the remaining 90% of the
Fee is payable only upon the final approval of Amendment No. 3,
Judge Isgur ordered.

Credit Suisse AG serves as administrative agent and collateral
agent of the Debtor's lender group.

A full-text copy of the Feb. 14 Interim DIP Order as well as the
projected budget is available for free at:

      http://bankrupt.com/misc/ATPOIL_IntDIPOrd_Feb14.PDF

As previously reported in the Troubled Company Reporter, in
exchange for the additional financing, the Lenders are requiring
the Debtor to sell certain assets as a result of recent violations
of covenants in the parties' previous financing agreements.

                 Committee Supplements Objection

In court papers filed on Feb. 19, the Official Committee of
Unsecured Creditors reiterated its objection to the Debtor's
additional financing request.

Even as revised, Amendment No. 3 is commercially unreasonable and
does not provide any benefit to the estate but instead, the DIP
Lenders continue to force a sale process that no party in this
capital structure wants, James Matthew Vaughn, Esq., at Porter
Hedges LLP, in Houston, Texas, asserts on behalf of the Committee.

Mr. Vaughn adds that the costs of the DIP Financing will exceed
$151 million (assuming a twelve-month case), without accounting
for the arrangement, structuring and administrative fees, all of
which are confidential.

                          About ATP Oil

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

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

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

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


ATP OIL: Refutes Creditors Committee's "Death Spiral" Accusation
----------------------------------------------------------------
ATP Oil & Gas Corporation denies claims by unsecured creditors
that it is continuing to drift into a "death spiral" status on
which it cannot escape.

The Debtor made the remark in light of the Official Committee of
Unsecured Creditors' move for an appointment of a Chapter 11
trustee in the Debtor's case or the conversion of the case into a
Chapter 7 liquidation proceeding.

The Debtor maintains that together with its chief restructuring
officer, it has navigated the challenges in the bankruptcy case
and now has negotiated adequate financing to complete its Clipper
Project.  The Debtor is seeking final approval of $117 million in
additional financing from its lenders.  It has recently obtained
access of up to $11 million in funds in the interim.

On the contrary, the Debtor points out, the Committee has not
demonstrated the existing DIP Lenders will be willing to extend
financing to a Chapter 11 trustee.

                          About ATP Oil

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

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

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

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


AVANTAIR INC: Incurs $1.9 Million Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Avantair, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $1.94 million on $35.49
million of total revenue for the three months ended Dec. 31, 2012,
as compared with a net loss attributable to common stockholders of
$1.28 million on $42.94 million of total revenue for the same
period during the prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss attributable to common stockholders of $3.28 million on
$78.36 million of total revenue, as compared with a net loss
attributable to common stockholders of $3.84 million on $85.92
million of total revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $81.56
million in total assets, $120.25 million in total liabilities,
$14.84 million in series a convertible preferred stock, and a
$53.53 million total stockholders' deficit.

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

                        http://is.gd/snDC7w

                        About Avantair Inc.

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

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



BANKRATE INC: S&P Revises 'BB-' Rating Outlook to Negative
----------------------------------------------------------
Standard & Poor's Ratings Services revised its 'BB-' rating
outlook on Bankrate Inc. to negative from stable.

"The rating outlook revision to negative is based on our
expectation of weak operating performance in 2013," said Standard
& Poor's credit analyst Daniel Haines.

Bankrate's effort to improve the quality of its referrals to
insurance agents and brokers in the second half of 2012 was more
detrimental to operating results than expected.  The company had
estimated that the effort would lead to the elimination of 20% of
insurance lead volume.  The actual impact was close to 40%.  This
effect and continuing soft operating trends in credit cards will
continue into 2013 with some possibility of reversal in the second
half of 2013.

The rating on North Palm Beach, Fla.-based Bankrate Inc. reflects
S&P's expectation that leverage will remain moderate as the
company continues to benefit from favorable trends in online
advertising.  Standard & Poor's Ratings Services believes
Bankrate's business risk profile is "fair" (based on S&P's
criteria), reflecting its exposure to the financial services
industry, the highly competitive online advertising market, and
its acquisition-oriented growth strategy, while also weighing its
strong EBITDA margin.  S&P views Bankrate's financial risk profile
as "significant," with the potential for debt-financed
acquisitions and shareholder-favoring transactions tempering the
benefit of moderate debt leverage. We regard Bankrate's management
and governance as "fair."

Bankrate offers ad-supported personal financial information
services and aggregates rate data for more than 300 financial
products from roughly 4,800 institutions.  It generates revenue
primarily through lead generation advertising and hyperlink (cost
per click) advertising, both of which pay based on performance,
and display advertising.  The customer base is diverse, although
advertisers are mainly financial institutions, and are subject to
economic and financial market conditions.  Like most Internet
companies, Bankrate depends on search engines for a substantial
portion of its Internet traffic.  Significant changes to search
engine algorithms could hurt the volume of traffic reaching
Bankrate Web sites.  Still, it has benefited from changes that
reward sites with higher quality content.  Bankrate will have to
maintain the relevance of its content to Internet users to ensure
steady streams of Internet traffic.

The rating outlook is negative.  If it becomes apparent to S&P
that operating performance will continue to deteriorate into the
second half of 2013 without a resumption of growth, it could lower
the rating.  On the other hand, if the company's efforts to
improve the quality of its lead take hold and lead to revenue and
EBITDA growth in the second half of 2013, S&P could revise the
outlook back to stable.


BEAVER VALLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Beaver Valley Truck Center, Inc.
        17 Ferry Street
        Leetsdale, PA 15056

Bankruptcy Case No.: 13-20695

Chapter 11 Petition Date: February 19, 2013

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Kirk B. Burkley, Esq.
                  Lara E. Shipkovitz, Esq.
                  BERNSTEIN-BURKLEY, P.C.
                  2200 Gulf Tower
                  707 Grant Street
                  Pittsburgh, PA 15219
                  Tel: (412) 456-8119
                  Fax: (412) 456-8135
                  E-mail: kburkley@bernsteinlaw.com
                          lshipkovitz@bernsteinlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/pawb13-20695.pdf

The petition was signed by James R. August, Jr., president.


BERNARD L. MADOFF: Sen. Lautenberg Suit Barred by Appeals Court
---------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports an appeals court ruled that
U.S. Senator Frank Lautenberg's charitable foundation can't
continue a $9 million lawsuit against Bernard Madoff's brother
Peter.

The report relates that the U.S. Court of Appeals in New York,
affirming lower-court decisions, said "there would ensue a chaotic
rush to the courthouse" by parties seeking assets that by law
belong to the Madoff estate, if such private suits weren't
stopped.

"We conclude that the preliminary injunction serves the legitimate
purpose of preserving the debtor's estate for the creditors and
funneling claims to one proceeding in the bankruptcy court," the
appeals panel said in its ruling Feb. 20, according to the report.
"The third-party actions would have an immediate adverse economic
consequence for the debtor's estate."

The report relates that Sen. Lautenberg, a five-term Democrat from
New Jersey, was joined by his son and daughter in seeking to
recover losses from the Ponzi operator's brother, claiming that as
chief compliance officer at Bernard L. Madoff Investment
Securities LLC, he was culpable for the scheme run by the con man.
They appealed a second time after a district court and a
bankruptcy judge stopped their suit.

Bloomberg News recounts that U.S. Bankruptcy Judge Burton Lifland
ruled two years ago that the Lautenbergs and other Madoff clients
who filed lawsuits must wait until the Madoff estate's liquidator,
Irving Picard, concludes two suits then seeking $244 million from
Madoff family members.

Bloomberg notes Mr. Picard has usually prevailed in his attempts
to block competing litigation by private parties, claiming that
only he as trustee has a right to sue alleged Madoff conspirators.
Some state law enforcers including New York Attorney General Eric
Schneiderman continue to challenge him by asserting rival powers.

In December, Peter Madoff, after pleading guilty to aiding the
fraud while claiming he didn't know his older brother was running
a vast, decades-long Ponzi scheme, was sentenced to 10 years in
prison.  Earlier this month, he agreed to pay about $90.4 million
to Picard.

                      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.)


BIOVEST INTERNATIONAL: Incurs $3.3-Mil. Net Loss in Fiscal Q1
-------------------------------------------------------------
Biovest International, Inc., reported a net loss of $3.3 million
on $549,000 of revenues for the three months ended Dec. 31, 2012,
compared with a net loss of $1.5 million on $1.1 million of
revenues for the three months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.0 million
in total assets, $48.3 million in total liabilities, and a
stockholders' deficit of $43.3 million.

As of Dec. 31, 2012, the Company had an accumulated deficit of
approximately $176.2 million and a working capital deficit of
approximately $43.7 million.  As reported in the TCR on Jan. 8,
2013, Cherry, Bekaert, & Holland L.L.P., in Tampa, Fla., expressed
substantial doubt about Biovest's ability to continue as a going
concern, citing cumulative net losses and working capital
deficiency at Sept. 30, 2012, and the default in the Company's
debt.

                        Bankruptcy Warning

According to the regulatory filing, if the Company is unable to
repay, refinance or restructure its indebtedness, or amend the
covenants under the Company's debt instruments, the lenders could
elect to terminate their commitments, cease making further loans
and institute foreclosure proceedings or other actions against the
Company's assets.  "Under such circumstances, we could be forced
into bankruptcy or liquidation.  In addition, any event of default
or declaration of acceleration under one of our debt instruments
could also result in an event of default under one or more of our
other debt instruments.  We may have to seek protection under the
U.S. Bankruptcy Code from the Matured Obligations."

A copy of the Form 10-Q is available at http://is.gd/kjRy3I

                    About Biovest International

Tampa, Fla.-based Biovest International, Inc., is a biotechnology
company focused on: the continued development and future
commercialization of BiovaxID(TM), as a personalized therapeutic
cancer vaccine for the treatment of B-cell blood cancers; the
continued development, commercialization, manufacture and sale of
AutovaxID(R) and its other instruments and disposables; and the
commercial sale and production of cell culture products and
services.

As of Dec. 31, 2012, Accentia Biopharmaceuticals, Inc., owned
approximately 59% of the Company's outstanding common stock.

In November 2010, the Company completed reorganization and
formally exited reorganization under Chapter 11 of the U.S.
Bankruptcy Code as a fully restructured company.  On March 19,
2012, the Bankruptcy Court entered a Final Decree closing the
Company's Chapter 11 proceedings.


BMB MUNAI: Delays Form 10-Q for Dec. 31 Quarter
-----------------------------------------------
The quarterly report of BMB Munai, Inc., on Form 10-Q for the
period ended Dec. 31, 2012, could not be timely filed because
management requires additional time to compile and verify the data
required to be included in the report.  The report will be filed
within five calendar days of the date the original report was due.

                          About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company will have no
continuing operations that result in positive cash flow, which
raises substantial doubt about its ability to continue as a going
concern.

BMB Munai reported a net loss of $139.21 million for the year
ended March 31, 2012, compared with net income of $4.88 million
for the year ended March 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $37.90
million in total assets, $18.30 million in total liabilities, all
current, and $19.59 million in total shareholders' equity.


BUILDERS FIRSTSOURCE: Stadium Capital Owns 15% Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Stadium Capital Management, LLC, and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 14,899,870 shares of common stock of Builders FirstSource,
Inc., representing 15.6% of the shares outstanding.  Stadium
Capital previously reported beneficial ownership of 15,139,020
common shares or a 15.9% equity stake as of Dec. 31, 2011.  A copy
of the amended filing is available at http://is.gd/5aNqxE

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $64.99 million in
2011, a net loss of $95.51 million in 2010, and a net loss of
$61.85 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$498.77 million in total assets, $439.91 million in total
liabilities and $58.86 million in total stockholders' equity.

                           *     *     *

In December 2012, Standard & Poor's Ratings Services revised its
outlook on Dallas-based Builders FirstSource Inc. to negative from
positive.

"At the same time, we affirmed our 'CCC' corporate credit rating
and affirmed our 'CC' issue rating on Builder FirstSource's $140
million second lien notes due 2016.  The recovery rating is '6',
which indicates our expectation for negligible (0% to 10%)
recovery in the event of a default," S&P said.


C&D TECHNOLOGIES: Swiss RE Financial Does Not Own Common Shares
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 14, 2013, Swiss RE Financial Products
Corporation disclosed that, as of Jan. 13, 2012, it does not
beneficially own shares of common stock of C&D Technologies, Inc.
Swiss Re Financial previously reported beneficial ownership of
1,221,254 common shares or a 8.04% equity stake as of Feb. 13,
2012.  A copy of the filing is available for free at:

                        http://is.gd/GKCUrp

                      About C&D Technologies

C&D Technologies, Inc., is a manufacturer, marketer and
distributor of electrical power storage systems for the standby
power storage market.  The Company makes lead acid batteries and
standby power systems that integrate lead acid batteries with
other electronic components, which are used to provide backup or
standby power for electrical equipment in the event of power loss
from the primary power source.

C&D Technologies in December 2010 escaped a bankruptcy filing
after completing an out-of-court restructuring that reduced the
Company's total debt from approximately $175 million to
$50 million.  The Company in September had entered into a
restructuring support agreement with noteholders to a
restructuring that will be effected through (i) an offer to
exchange the Company's outstanding notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code, if
the exchange offer fails to get the requisite support.  C&D
Technologies elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
Nov. 1, 2010.

The Company reported a net loss of $55.55 million on
$354.83 million of net sales for the fiscal year ended Jan. 31,
2011, compared with a net loss of $25.78 million on
$335.71 million of net sales during the prior fiscal year.

The Company reported a net loss of $5.42 million on
$276.33 million of net sales for the nine months ended Oct. 31,
2011, compared with a net loss of $62.60 million on
$256.16 million of net sales for the same period during the prior
year.

The Company's balance sheet at Oct. 31, 2011, showed
$255.70 million in total assets, $164.68 million in total
liabilities and $91.01 million in total equity.


CAELUS RE 2013: S&P Assigns Preliminary 'BB-' Rating to Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-(sf)' preliminary rating to the notes to be issued by Caelus
Re 2013 Ltd. (Caelus Re).  The notes cover losses from hurricanes,
earthquakes, and ensuing damage caused by related earth shake,
fire following, and sprinkler leakage on a per-occurrence basis.

The preliminary rating is based on the lower of the rating on the
catastrophe risk ('BB-'), the rating on the assets in the
collateral account ('AAAm'), and the rating on Nationwide Mutual
Insurance Co. (A+/Stable/--).

The notes will cover a share of losses between the initial
attachment point of $1.90 billion and the initial exhaustion point
of $2.20 billion.  The loss amount will be based on the paid
losses and loss reserves of Nationwide, as adjusted by the related
adjustment factors as applicable.  S&P expects Nationwide to
retain at least a 10% share of the ultimate net loss from an
event.

This is the third catastrophe bond sponsored by Nationwide.

RATINGS LIST

New Preliminary Rating
Caelus Re 2013 Ltd. Sr. Secured Notes           BB-(sf)


CARDICA INC: Incurs $4.2-Mil. Net Loss in Dec. 31 Quarter
---------------------------------------------------------
Cardica, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $4.2 million on $874,000 of net revenue for the
three months ended Dec. 31, 2012, compared with a net loss of
$3.2 million on $912,000 of net revenue for the three months ended
Dec. 31, 2011.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $8.3 million on $1.8 million of net revenue as compared to
a net loss of $6.2 million on $1.8 of net revenue for the six
months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$11.5 million in total assets, $7.1 million in total liabilities,
and stockholders' equity of $4.4v million.

According to the regulatory filing, the Company has incurred
cumulative net losses of $145.8 million through Dec. 31, 2012, and
negative cash flows from operating activities and expects to incur
losses for the next several years.

As reported in the TCR on Oct. 3, 2012, Ernst & Young LLP, in
Redwood City, California, expressed substantial doubt about
Cardica's ability to continue as a going concern.  The independent
auditors noted that of the Company's working capital and recurring
losses from operations.

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

Redwood City, Calif.-based Cardica, Inc., designs and manufactures
proprietary stapling and anastomotic devices for cardiac and
laparoscopic surgical procedures.


CEDAR FAIR: S&P Affirms 'BB-' CCR; Rates $885MM Facility 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
its 'BB-' corporate credit rating, on Sandusky, Ohio-based theme
park operator Cedar Fair L.P.  The outlook is stable.

At the same time, S&P assigned the company's proposed $885 million
senior credit facility (consisting of a $255 million revolver due
2018 and a $630 million term loan due 2020) its 'BB+' issue-level
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.

Proceeds from the proposed term loan, along with an expected
senior unsecured debt offering, are expected to be used to repay
approximately $1.1 billion in outstanding balances under Cedar
Fair's existing term loan.

S&P's 'BB-' corporate credit rating on Cedar Fair reflects S&P's
assessment of the company's business risk profile as "fair", and
S&P's assessment of the company's financial risk profile as
"aggressive," according to S&P's criteria.

"Our assessment of Cedar Fair's business risk profile as fair
reflects our belief that management will continue to control costs
and EBITDA margin will be maintained in the mid-30% area over the
next few years.  The assessment also reflects Cedar Fair's good
geographic diversity, operating 15 parks in eight states and
Canada, as well as the relatively high barriers to entry in the
industry.  We believe these factors are offset, however, by the
vulnerability of operations to adverse weather conditions, a risk
that is exacerbated by the seasonal nature of the business (the
majority of EBITDA is generated in the second and third quarters).
The company's reliance on consumer discretionary spending, the
competition Cedar Fair faces with other leisure activities for
consumers' discretionary income, and high capital expenditure
requirements also weigh on our business risk assessment," S&P
said.

"Our assessment of Cedar Fair's financial risk profile as
aggressive reflects our belief that over the next few years
adjusted leverage will be maintained below 4.5x, on average, that
interest coverage will remain good for the rating at above 3x, and
that adjusted funds from operations to total debt will be
maintained in the mid- to high-teens percent area.  While adjusted
leverage could temporarily spike slightly above 4.5x, particularly
in the first quarter to fund seasonal uses of cash, we believe
Cedar Fair will be able to consistently repay revolver balances by
year end.  Our financial risk profile assessment also reflects our
expectation that while the company's sizable distributions will
remain less than free cash flow generation, they will likely grow
over time in line with free cash flow," S&P added.

S&P's operating performance expectations incorporate the
following:

   -- It expects low-single-digit percentage growth in revenue in
      2013 and 2014.

   -- It believes this will be driven largely by a modest increase
      in per capita spending stemming from growth in consumer
      spending (S&P's economists are forecasting growth of 2.5% in
      2013 and 2.8% in 2014), improved ticket yield management,
      and continued investment in rides and attractions.  S&P
      believes these factors will help drive demand for theme
      parks as a form of entertainment and a use of discretionary
      income.

   -- In 2013, S&P believes EBITDA will be essentially flat with
      2012 and that the EBITDA margin will be pressured somewhat
      from incremental spending on technology, as the company
      continues to roll out initiatives that began in early 2012.

   -- It expects 2014 EBITDA growth will be in line with revenue
      growth, and that Cedar Fair will sustain its cost structure
      and maintain EBITDA margin in the mid-30% area.


CELL THERAPEUTICS: FMR LLC Holds 8.2% Equity Stake at Feb. 13
-------------------------------------------------------------
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 8,036,957 shares
of common stock of Cell Therapeutics, Inc., representing 8.211% of
the shares outstanding.  FMR LLC previously reported beneficial
ownership of 8,034,958 common shares or a 12.843% equity stake as
of Nov. 9, 2012.  A copy of the amended filing is available at:

                         http://is.gd/0Odqo9

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CELL THERAPEUTICS: Crede Discloses 1% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Crede CG II, Ltd., and its affiiates
disclosed that, as of Dec. 31, 2012, they beneficially own 695,813
shares of common stock of Cell Therapeutics, Inc., representing
1.06% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/tMJ8I5

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CELL THERAPEUTICS: Tang Capital No Longer Owns Shares at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Tang Capital Partners, LP, and its affiliates
disclosed that, as of Dec. 31, 2012, they do not beneficially own
shares of common stock of Cell Therapeutics, Inc.  Tang Capital
previously reported beneficial ownership of 6,911,221 common
shares or a 9.9% equity stake as of Oct. 5, 2012.  A copy of the
amended filing is available at http://is.gd/SBuNjC

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CENTRAL EUROPEAN: William Carey Owns 6% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, William V. Carey disclosed that, as of
Dec. 31, 2012, he beneficially owns 4,392,515 shares of common
stock of Central European Distribution Corporation representing
6.01% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/Z7n14K

                            About CEDC

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

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

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

                             Liquidity

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

                           *     *     *

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

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

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

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


CENTRAL FEDERAL: Wellington Holds 8% Equity Stake at Dec. 31
------------------------------------------------------------
In a 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 1,342,735 shares of common
stock of Central Federal Corporation representing 8.49% of the
shares outstanding.  Wellington previously reproted beneficial
ownership of 333,088 common shares or a 8.07% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/kSpdrr

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$222.13 million in total assets, $197.76 million in total
liabilities and $24.36 million in total stockholders' equity.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CHINA BAK: Incurs $25.2-Mil. Net Loss in Fiscal 2013 Q1
-------------------------------------------------------
China BAK Battery, Inc., reported a net loss of $25.2 million on
$63.7 million of revenues for the three months ended Dec. 31,
2012, compared with a net loss of $1.8 million on $71.8 million of
revenues for the prior fiscal period.

The company reported an operating loss totaling $15.1 million for
the three months ended Dec. 31, 2012, as compared to operating
income of $2.3 million for the same period in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$441.2 million in total assets, $393.6 million in total
liabilities, and stockholders' equity of $47.6 million.

A copy of the Form 10-Q is available at http://is.gd/jj2USO

                          About China BAK

Shenzhen, PRC-based China BAK Battery, Inc., is a global
manufacturer of lithium-based battery cells.

                           *     *     *

As reported in the TCR on Jan. 14, 2013, PKF, in Hong Kong, China,
expressed substantial doubt about China BAK'a ability to continue
as a going concern.  The independent auditors noted that the
Company has a working capital deficiency and accumulated deficit
from net losses incurred for the year ended Sept. 30, 2012, and
prior periods.


CHINA GINSENG: Incurs $257,000 Net Loss in Fiscal 2nd Quarter
-------------------------------------------------------------
China Ginseng Holdings, Inc., reported a net loss of $256,860 on
$1.7 million of revenues for the three months ended Dec. 31, 2012,
compared with a net loss of $421,943 on $1.4 million of revenues
for the prior fiscal period.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $1.7 million on $2.2 million of revenues, compared with a
net loss of $834,202 on $2.2 million of revenues for the six
months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $7.6 million
in total assets, $6.6 million in total liabilities, and
stockholders' equity of $937,830 million.

A copy of the Form 10-Q is available at http://is.gd/hJV5qf

                   About China Ginseng Holdings

China Ginseng Holdings, Inc., headquartered in Changchun City,
China, was incorporated on June 24, 2004, in the State of Nevada.
Since its inception in 2004, the Company has been engaged in the
business of farming, processing, distribution and marketing of
fresh ginseng, dry ginseng, ginseng seeds, and seedlings.
Starting August 2010, it has gradually shifted the focus of its
business from direct sales of ginseng to canned ginseng juice
production and wine production.

                          *     *     *

As reported in the TCR on Oct. 9, 2012, Meyler & Company, LLC, in
Middletown, N.J., expressed substantial doubt about China
Ginseng's ability to continue as a going concern.  The independent
auditors noted that the Company had an accumulated deficit of
$5.8 million at June 30, 2012, had a negative working capital of
$547,480, and there are existing uncertain conditions the Company
faces relative to its ability to obtain working capital and
operate successfully.


CHISEN ELECTRIC: Suspends Filing of Reports with SEC
----------------------------------------------------
Chisen Electric Corporation filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily terminate the
registration of its common stock.  As of Feb. 14, 2013, there were
64 holders of the common shares.  As a result of the filing, the
Company has suspended its duty to file reports under Sections 13
and 15 (d) of the Securities Exchange Act of 1934.

                       About Chisen Electric

Headquartered in Changxing, Zhejiang Province, The People's
Republic of China, Chisen Electric Corporation produces and sells
sealed lead-acid motive batteries, also known as valve regulated
lead-acid motive batteries (VRLA batteries) in China's personal
transportation device market.

As reported in the TCR on July 5, 2012, Mazars CPA Limited, in
Hong Kong, expressed substantial doubt about Chisen Electric's
ability to continue as a going concern, following the Company's
results for the year ended March 31, 2012.  The independent
auditors noted that the Company had a negative working capital as
of March 31, 2012, and incurred loss for the year then ended.

The Company's balance sheet at Sept. 30, 2012, showed
$229.8 million in total assets, $243.9 million in total
liabilities, and stockholders' deficit of $14.1 million.


CLEARWIRE CORP: Incurs $728.6-Mil. Net Loss in 2012
---------------------------------------------------
Clearwire Corporation filed on Feb. 14, 2013, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2012.

The Company reported a net loss of $728.6 million on
$1.265 billion of revenues for the year ended Dec. 31, 2012,
compared with a net loss of $717.3 million on $1.253 billion of
revenues for the year ended Dec. 31, 2011.

The  Adjusted EBITDA improved by $157.0 million year over year to
a loss of $(156.9) million compared to 2011 Adjusted EBITDA of
$(313.9) million.

The reported net loss from continuing operations attributable to
Clearwire was $(561.6) million, compared to $(696.9) million, in
the prior year.  Including the effects of discontinued operations,
2012 reported net loss attributable to Clearwire was $(728.6)
million, compared to $(717.3)) million in the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$7.666 billion in total assets, $5.784 billion in total
liabilities, and stockholders' equity of $1.882 billion.

                     Going Concern Uncertainty

According to the regulatory filing, if the merger agreement with
Sprint Nextel Corporation terminates and the Company is unable to
raise sufficient additional capital to fulfill its funding needs
in a timely manner, or it fails to generate sufficient additional
revenue from its wholesale and retail businesses to meet its
obligations beyond the next twelve months, the Company's business
prospects, financial condition and results of operations will
likely be materially and adversely affected, substantial doubt may
arise about the Company's ability to continue as a going concern
and the Companty will be forced to consider all available
alternatives, including financial restructuring, which could
include seeking protection under the provisions of the United
States Bankruptcy Code.

A copy of the Form 10-K is available at http://is.gd/725xf6

Bellevue, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
through its operating subsidiaries, is a leading provider of 4G
wireless broadband services offering services in areas of the U.S.
where more than 130 million people live.


COGENT COMMUNICATIONS: S&P Raises CCR to 'B+', Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
secured debt ratings on Washington, D.C.-based Internet service
provider Cogent Communications Group Inc. to 'B+' from 'B-'.  The
outlook is stable.

"The upgrade reflects S&P's expectation that continued revenue and
EBITDA growth will allow the company's adjusted leverage to
decline below 5x in early 2013 on a trailing-12-month basis, and
reach the mid-4x area by the end of the year," said Standard &
Poor's credit analyst Gregg Lemos-Stein.  S&P also expects the
ratio of FFO to total debt to be close to 20% by the end of 2013.
Accordingly, S&P has revised its assessment of Cogent's financial
risk profile to "aggressive" from "highly leveraged."  The upgrade
also reflects S&P's reassessment of the company's liquidity to
"strong" from "adequate" based on persistent high cash balances,
which were $232 million as of the end of the third quarter, and
expectation for positive free operating cash flow (FOCF)
generation.

Since a recapitalization in early 2011, Cogent has returned only a
limited portion of its cash to shareholders.  The company
instituted a quarterly dividend in 2012 of 10 cents per share, and
increased this payout to 11 cents beginning in 2013; however the
total cost of this dividend amounts to only around $20 million per
year, which S&P regards as manageable.  In addition, the company
has had a $50 million share repurchase authorization in place for
nearly two years but has chosen to buy back only $4.2 million
worth of shares to date.  Accordingly, S&P now assumes that the
company will maintain high cash balances of $100 million or higher
through at least  mid-2014, leading to S&P's reassessment of the
liquidity to "strong".

S&P's rating outlook on Cogent is stable.  S&P expects financial
results to steadily improve in 2013, as organic growth leads to
adjusted leverage declining to the mid-4x range by the end of the
year.  The company's strong liquidity including a high cash
balance also supports the rating.

S&P could lower the rating if Cogent's customer churn rises
sharply because of competitive pressures or a renewed economic
downturn, leading to negative FOCF or leverage remaining
persistently above 5x including S&P's adjustments.  S&P calculates
that the combination of flat revenue growth and an EBITDA margin
decline of 100 basis points from 2012 levels could lead to such a
scenario.  Another potential path to a downgrade would be a debt-
financed acquisition or recapitalization that also brought
leverage higher, with limited near-term prospects for a return
below 5x.

S&P considers an upgrade unlikely over the next year.  In S&P's
view, such an action would require a positive reassessment of the
business risk stemming from consistently lower churn, less pricing
pressure or a pronounced shift toward longer-term customer
contracts.  An upgrade would also likely require leverage
declining below 4x and management articulating a financial policy
that was consistent with sustained lower leverage.


COMMUNITY WEST: D. Ellefson Discloses 7% Equity Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Daniel M. Ellefson and his affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
429,082 shares of common stock of Community West Bancshares
representing 7.16% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/mmg6fP

                       About Community West

Goleta, Calif.-based Community West Bancshares ("CWBC") was
incorporated in the State of California on Nov. 26, 1996, for the
purpose of forming a bank holding company.  On Dec. 31, 1997, CWBC
acquired a 100% interest in Community West Bank, National
Association.  Effective that date, shareholders of CWB became
shareholders of CWBC in a one-for-one exchange.  The acquisition
was accounted at historical cost in a manner similar to pooling-
of-interests.

Community West Bancshares is a bank holding company.  CWB is the
sole bank subsidiary of CWBC.  CWBC provides management and
shareholder services to CWB.

The Company reported net income of $3.17 million in 2012, as
compared with a net loss of $10.48 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $532.10 million in total
assets, $479.05 million in total liabilities and $53.05 million in
stockholders' equity.

                         Consent Agreement

According to the regulatory filing for the quarter ended June 30,
2012, the Bank entered into a consent agreement with the
Comptroller of the Currency ("OCC"), the Bank's primary banking
regulator, which requires the Bank to take certain corrective
actions to address certain deficiencies in the operations of the
Bank, as identified by the OCC (the "OCC Agreement").

"Article III of the OCC Agreement requires a capital plan and
requires that the Bank achieve and maintain a Tier 1 Leverage
Capital ratio of 9% and Total Risk-Based Capital ratio of 12% on
or before May 25, 2012.  The Bank's Board of Directors has
incorporated a three-year capital plan into the Bank's strategic
plan.  The Bank successfully met the minimum capital requirements
as of May 25, 2012.  Notwithstanding that the Bank has achieved
the required minimum capital ratios required by the OCC Agreement,
the existence of a requirement to maintain a specific capital
level in the OCC Agreement means that the Bank may not be deemed
"well capitalized" under applicable banking regulations."

"While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank's assessment.  Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties," the Company said in its quarterly report
for the period ended Sept. 30, 2012.


COVENANT BANCSHARES: Banking Unit Placed Into Receivership
----------------------------------------------------------
Covenant Bancshares, Inc., said that on Feb. 15, its wholly-owned
bank subsidiary, Covenant Bank, was closed by the Illinois
Division of Banking and placed into receivership by the Federal
Deposit Insurance Corporation.  The Company's ownership interest
in the Bank represented substantially all of the Company's assets.
As a result of the Bank's receivership, the Company no longer has
an investment in the Bank.

Covenant Bancshares this month filed copies of its Form 10-Qs for
the quarters ended March 31, 2011, June 30, 2011, and Sept. 30,
2011, as well as the Form 10-K for the year ended Dec. 31, 2011.

The Form 10-K filed Feb. 13 said that the Company had 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.

Last year, Covenant announced that it couldn't timely file its s
Form 10-Qs for 2012 because the audit for fiscal year ended Dec.
31, 2011 is not complete.

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.

                     About Covenant Bancshares

Forest Park, Illinois-based Covenant Bancshares, Inc., is a
holding company for Covenant Bank.  Covenant Bank was founded in
1977 and is based in Chicago, Illinois.


CRYSTALLEX INTERNATIONAL: J. Savitz Holds 8% Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jonathan Savitz and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 29,705,005 shares
of common stock of Crystallex International Corporation
representing 8.1% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/4tYn80

                          About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.

The Company's balance sheet at Sept. 30, 2012, showed US$8.23
million in total assets, US$154.59 million in total liabilities
and a US$146.35 million total shareholders' deficiency.


DCB FINANCIAL: Wellington Discloses 4% 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 319,021 shares of
common stock of DCB Financial Corp representing 4.44% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/MJJNZL

                        About DCB Financial

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

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

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

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

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

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

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


DCB FINANCIAL: Sandler O'Neill Holds 5% Equity Stake at Dec. 31
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Sandler O'Neill Asset Management, LLC, and Terry
Maltese disclosed that, as of Dec. 31, 2012, they beneficially own
368,572 shares of common stock of DCB Financial Corp representing
5.12% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/0h1lVW

                        About DCB Financial

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

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

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

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

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

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

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


DENNY'S CORP: FMR LLC Discloses 14% Equity Stake at Feb. 13
-----------------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed in an amended Schedule
13G filing with the U.S. Securities and Exchange Commission on
Feb. 13, 2013, that they beneficially own 13,360,919 shares of
common stock of Denny's Corporation representing 14.252% of the
shares outstanding.  FMR previously reported beneficial ownership
of 14,252,381 common shares or a 14.790% equity stake as of
Feb. 13, 2012.  A copy of the amended filing is available at:

                       http://is.gd/o9qcD0

                    About Denny's Corporation

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

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

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

                           *     *     *

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


DENNY'S CORP: Wellington Discloses 7% Equity Stake at Dec. 31
-------------------------------------------------------------
In a 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 6,849,222 shares of common
stock of Denny's Corporation representing 7.31% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/ltpktA

                      About Denny's Corporation

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

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

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

                           *     *     *

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


DEWEY & LEBOEUF: DiCarmine et al. Must Appear at Feb. 27 Hearing
----------------------------------------------------------------
Sara Randazzo, writing for The Am Law Daily, reports that U.S.
Bankruptcy Judge Martin Glenn in Manhattan ruled Wednesday that
former Dewey & LeBoeuf executive director Stephen DiCarmine must
be available for questioning at a Feb. 27 hearing scheduled to
consider Dewey's Chapter 11 liquidation plan.  Am Law Daily says
Mr. DiCarmine is a nonpracticing lawyer who held one of the most
powerful positions at the now-bankrupt firm.

According to the report, Judge Glenn also ordered former Dewey
finance director Frank Canellas to appear at next week's hearing
for possible questioning and directed former Dewey partner Martin
Bienenstock to sit for a deposition scheduled for Thursday in lieu
of attending the Feb. 27 hearing.  The report notes Mr.
Bienenstock, now a partner at Proskauer Rose, said in court papers
that he will be traveling and therefore unavailable that day.

The report notes Judge Glenn's decision came in response to an
objection to the Chapter 11 plan filed late last week by former
Dewey partners Andrew Fawbush and Elizabeth Sandza, who argue that
the plan should not be confirmed because it does not pass the
"good faith" requirement.  If the plan is confirmed, the
bankruptcy will be taken over by a pair of liquidation trustees
whose mission will be to maximize returns to creditors who say
they are owed some $600 million.

According to Am Law Daily, Mr. DiCarmine's lawyer, Hughes Hubbard
& Reed partner Ned Bassen, made it clear Wednesday that because of
an ongoing criminal investigation, Mr. DiCarmine is likely to
invoke his Fifth Amendment rights in response to virtually any
question he is asked that veers beyond the most basic facts.
Dewey management confirmed in May that the Manhattan district
attorney's office had opened a probe into the circumstances
surrounding Dewey's collapse, saying it centered on the actions of
former chairman Steven Davis.  Mr. Davis has denied any
wrongdoing.

Maria Chutchian of BankruptcyLaw360 reported that U.S. Bankruptcy
Judge Martin Glenn granted the firm's request to quash the
subpoenas with respect to the documents at a hearing Wednesday,
despite the objections of counsel for two former partners.

Dewey's proposed Chapter 11 Plan of Liquidation 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.  Holders of general unsecured claims are estimated
to recover $5.25% to 14.1%.  A copy of the Second Amended Plan is
available at http://bankrupt.com/misc/dewey.doc807.pdf

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DIALOGIC INC: Ann Lamont Discloses 2% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ann H. Lamont and her affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 312,312 shares of
common stock of Dialogic Inc. representing 2.2% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/jwZqKZ

                           About Dialogic

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

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

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

                        Bankruptcy warning

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


DUNE ENERGY: BofA Ceases to be "Beneficial Owner" at Dec. 31
------------------------------------------------------------
Bank of America Corporation, directly and on behalf of certain
subsidiaries, disclosed in an amended Schedule 13G filing with the
U.S. Securities and Exchange Commission that, as of Dec. 31, 2012,
it has ceased to be beneficial owner of more than 5% of the
outstanding shares of common stock of Dune Energy, Inc.  Bank of
America previously reported beneficial ownership of 2,980,150
common shares or a 6.11% equity stake as of Dec. 31, 2011.  A copy
of the amended filing is available at http://is.gd/Pu42qj

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.



DUNE ENERGY: Highbridge Discloses 5% Equity Stake at Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Highbridge International LLC and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 3,080,956 shares of common stock of Dune Energy, Inc.,
representing 5.22% of the shares outstanding.  Highbridge
previously reported beneficial ownership of 2,058,351 common
shares or a 5.33% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available at http://is.gd/2yq1TI

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DUNE ENERGY: TPG Opportunities Holds 13% Equity Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, TPG Opportunities Advisors, Inc., and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 7,970,018 shares of common stock of Dune Energy, Inc.,
representing 13.5% of the shares outstanding.  TPG Opportunities
previously reported beneficial ownership of 5,303,846 common
shares or a 13.7% equity stake as of Dec. 22, 2011.  A copy of the
amended filing is available at http://is.gd/FMrrlj

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


EARTHLINK INC: Moody's Lowers CFR to 'B2', Outlook Stable
---------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to EarthLink,
Inc.'s proposed $150 million revolving credit facility due 2017
and $300 million senior secured term loan B due 2019. In
connection with the rating action, Moody's downgraded EarthLink's
Corporate Family Rating to B2 from B1, Probability of Default
Rating to B2-PD from B1-PD, and the rating on the senior unsecured
notes due 2019 to B3 from B2. Moody's also lowered the Speculative
Grade Liquidity Rating to SGL-2 from SGL-1. The rating outlook is
stable.

The new revolver will replace the existing $150 million revolver
maturing May 2015 (unrated). Net proceeds from the new term loan
together with balance sheet cash will be used to redeem the
remaining tranche of the 10.5% ITC^DeltaCom senior notes due 2016
(approximately $292 million outstanding) once they become callable
in April 2013. Upon repayment of the 2016 notes, the new credit
facilities will be secured by a first lien on EarthLink's assets
(including the DeltaCom assets) and benefit from upstream
subsidiary guarantees (including DeltaCom and its subsidiaries).
Despite the downgrade of the CFR, Moody's views the refinancing
transaction favorably due to the extension of debt maturities and
comparatively lower interest rate on the new term loan, which will
reduce EarthLink's annual cash interest expense by about $15
million.

Ratings Assigned:

Issuer: EarthLink, Inc.

  $150 Million Senior Secured Revolving Credit Facility due 2017
  -- Ba3 (LGD-2, 27%)

  $300 Million Senior Secured Term Loan B due 2019 -- Ba3 (LGD-2,
  27%)

Ratings Downgraded:

Issuer: EarthLink, Inc.

  Corporate Family Rating to B2 from B1

  Probability of Default Rating to B2-PD from B1-PD

  Speculative Grade Liquidity Rating to SGL-2 from SGL-1

  $300 Million 8.875% Million Senior Unsecured Notes due 2019 to
  B3 (LGD-5, 77%) from B2 (LGD-4, 64%)

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. EarthLink intends to use the
new term loan proceeds to retire the existing 10.5% DeltaCom
senior notes due 2016. Moody's will withdraw the B1 rating on the
DeltaCom notes upon full repayment.

Ratings Rationale:

The rating revision recognizes Moody's expectation that
EarthLink's EBITDA, compared to recent historical performance,
will weaken at a faster pace over the next 12 to 18 months due to
continued revenue contraction. Further, because Moody's expects
EarthLink to continue investing in its network, fiber expansion
and Operating Support Systems platform, capex and operating
expenses will remain at historical levels with meaningful cost
synergies not realized until the 2014 timeframe. Moody's believes
this will result in higher financial leverage and negative free
cash flow generation in 2013.

The B2 CFR incorporates Moody's concerns about future revenue
growth and the duration of cash flows generated by EarthLink's
legacy dial-up ISP business and the high execution risk associated
with the simultaneous integration of three recent acquisitions as
the company reshapes its business focus. Following the
acquisitions of DeltaCom and OneCommunications, EarthLink is in
the formative stages of transitioning its business model away from
its legacy consumer ISP products to become a more traditional
competitive telecommunications carrier (CLEC) focused on providing
cloud computing, data center, virtualization and other IT services
to small and medium-sized (SMB) enterprises. As such, the rating
reflects the significant task that management faces in turning
around the OneComm business (which historically experienced
persistent revenue declines) as well as the challenges of managing
customer churn and operating costs, while simultaneously growing
the business services customer base and recasting itself as a one-
stop solutions provider in the increasingly competitive and fast
growing IT services market.

EarthLink's B2 CFR reflects the company's good liquidity, good
(albeit weaker) cash flow generation, historically modest capital
expenditure needs relative to revenue, and the expected long tail
decline in the consumer Internet Service Provider (ISP) base,
which also includes subscribers signing up for high speed
broadband services. Though Moody's believes management is
committed to managing to a 3.0x total debt to EBITDA leverage
target longer-term and continues to prioritize debt repayment,
Moody's expects EarthLink's financial leverage will remain near
3.5x total debt to EBITDA (includes Moody's standard adjustments
for operating leases) over the foreseeable future as EBITDA
erodes. The downgrade of the Speculative Grade Liquidity Rating to
SGL-2 from SGL-1 reflects Moody's expectation that EarthLink will
generate negative free cash flow in 2013 and cash balances will
remain meaningfully lower than historical levels.

Rating Outlook

The stable rating outlook reflects Moody's view that EarthLink's
financial and leverage profile will not change significantly over
the next 12 to 18 months, as the company's operating cash flows
and cash balances are sufficient to fund all ongoing operating
expenses and capex needs. The stable outlook encompasses Moody's
view that EarthLink will be able to gradually execute its new
business strategy, slowly grow new bookings, and generate neutral
to modestly positive free cash flow in 2014 as OSS platform
investments and capex levels recede coupled with the long tail in
the predictable decline of the ISP business.

What Could Change the Rating -- Up

Given the uncertainty regarding the long-term business
sustainability of the legacy ISP revenue, an upgrade is unlikely
over the next 12 to 18 months. However, upward rating pressure
would ensue if EarthLink successfully transitions to a profitable
CLEC servicing business customers, whose free cash flow to debt
ratio exceeds 5% and financial leverage remains at or below 3.0x
total debt to EBITDA (Moody's adjusted).

What Could Change the Rating -- Down

Moody's would likely lower EarthLink's ratings if business revenue
growth stalls or heightened competition and/or churn lead to
faster-than-expected sales declines and persistent EBITDA erosion
throughout 2014. To the extent free cash flow to debt remains
negative, due to lack of revenue growth or the inability to
successfully integrate the newly acquired entities, reduce
operating costs and/or retool the company as a CLEC, ratings would
likely be downgraded. These developments or a meaningful change in
financial policies such that liquidity experienced further
weakness or a significant amount of new debt financing resulting
in total debt to EBITDA sustained above 4.5x (Moody's adjusted),
would place downward pressure on the rating.

The principal methodology used in rating EarthLink, Inc. 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.

With headquarters in Atlanta, GA, EarthLink is a competitive local
exchange carrier (CLEC) serving over 1.2 million customers
throughout the US and providing IP infrastructure to small and
medium-sized businesses and residential customers via a network of
over 28,800 fiber route miles. EarthLink completed the acquisition
of ITC^DeltaCom in 2010, followed by the acquisitions of STS
Telecom and One Communications in March and April of 2011,
respectively. For the fiscal year ended December 31, 2012 revenue
totaled approximately $1.35 billion.


EARTHLINK INC: S&P Rates $300MM Senior Secured Loan 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
and '2' recovery ratings to EarthLink Inc.'s proposed $300 million
senior secured term loan due 2019.  The '2' recovery rating on
this debt indicates S&P's expectation for substantial (70% to 90%)
recovery in the event of a payment default.  At the same time, S&P
lowered its issue-level ratings on the company's existing
$300 million senior unsecured notes to 'CCC+' from 'B-' and
revised the recovery rating to '6' from '5'.  The '6' recovery
rating on this debt indicates S&P's expectation for negligible (0%
to 10%) recovery in the event of a payment default.  EarthLink
said it will use the proceeds of the term loan, along with
approximately $18 million in cash, to redeem existing ITC^DeltaCom
notes, including a $15 million call premium, and pay transaction
fees and expenses.

"The ratings on EarthLink reflect Standard & Poor's Ratings
Services' view of the company's 'vulnerable' business risk profile
and 'significant' financial risk profile," said Standard & Poor's
credit analyst Michael Weinstein.  Key elements of S&P's business
risk assessment include the highly competitive nature of the
business-oriented telecom markets in which it operates, and S&P's
expectation for ongoing substantial revenue and EBITDA declines
from its consumer Internet service business and certain legacy
products in its business services segment.  The company also faces
continued integration risks, with its acquired telecom service
providers ITC^DeltaCom and One Communications Inc., which, in
S&P's view, could prompt accelerated churn, weak new bookings of
growth products, and customer service issues.

Through acquisitions, EarthLink has transitioned from a consumer
Internet service provider to a focus on telecom services largely
to small and midsize businesses (SMBs) as a competitive local
exchange carrier (CLEC).  The acquired CLEC businesses are
challenged by intense industry competition and pricing pressure
due to larger and better-capitalized incumbent local exchange
carriers (ILECs) competing for midsize and large customers, and
cable operators targeting smaller businesses for telecom services.
These factors translate into the company's "vulnerable" business
risk assessment.

The outlook is stable, which reflects S&P's expectation for
positive FOCF and leverage below 4x over the next couple of years,
given S&P's forecast for stabilized monthly customer churn.

EarthLink continues to face integration risks and significant
industry competition that could result in elevated churn figures
over the next couple of years compared with S&P's expectations.
S&P could lower the rating if customer churn escalates and results
in a material reduction in EarthLink's EBITDA margin and lower
prospects for positive FOCF generation.  This would be especially
problematic if it also resulted in leverage increasing above 4x.

Given the current vulnerable business risk assessment, an upgrade
is not likely in the next year unless the company can reduce
leverage below 2x, including S&P's adjustments, with no
expectation for re-leveraging.


EASTMAN KODAK: Has Green Light to Reject Sony Pictures Contract
---------------------------------------------------------------
According to Eriq Gardner, writing for The Hollywood Reporter,
Bankruptcy Judge Allan Gropper on Wednesday canceled the current
film-supply contract between Eastman Kodak and Sony Pictures
Entertainment Inc.

Kodak sought Court permission to cancel the Sony contract.  As
reported by the Troubled Company Reporter, Kodak said cancellation
of its motion picture film supply agreement with Sony will benefit
both the company and creditors.  Kodak said it has no plan to
assume the contract since that would require the company to pay
$18 million for the cure costs.

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

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

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

According to The Hollywood Reporter, Sony also said in court
papers that after Kodak's bankruptcy filing, it had "continued to
negotiate in good faith to reach a mutually agreeable purchasing
arrangement going forward."  Nevertheless, despite what it says
were points when a deal was being neared, Kodak suddenly broke off
negotiations on a new supplier agreement.  After seeing Kodak's
motion to reject the supplier agreement, Sony stated that "the
timing of the motion belies Kodak's true purpose -- it is clearly
trying to deny SPE an allowed administrative expense claim for the
post-petition rebates that have accrued and are now due and
payable."

The Hollywood Reporter also relates Kodak said it had negotiated
but that the talks were unsuccessful and that while it wasn't
"surprised that Sony would prefer to continue under the current
terms, the Bankruptcy Code permits Kodak, consistent with its
business judgment, to reject the Film Agreement."

The Court will hold another hearing to consider Sony's
administrative claim.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Control of Case Extended Only Until April 17
-----------------------------------------------------------
Joseph Checkler at Daily Bankruptcy Review reports a judge gave
Eastman Kodak Co. until April 17 to file a bankruptcy-exit plan
without the threat of rival proposals as the company works toward
finalizing a restructuring to keep the company viable, if leaner,
when it exits Chapter 11.

As reported in the TCR on Feb. 15, 2013, Eastman Kodak and its
affiliates were asking the Court to extend their exclusive periods
to file a proposed chapter 11 plan until May 31, 2013, and
solicit acceptances for that plan until July 31, respectively.

The Debtors in their third request for a an extension say they see
three primary challenges as they prepare for emergence.  First,
the Debtors must complete their ongoing strategic processes
relating to the disposition of the personalized imaging and
document imaging business.  Second, the Debtors must make further
progress in resolving claims, including those relating to the KPP.
Third, the Debtors must develop an acceptable equity capital
structure for the reorganized company and prepare a plan of
reorganization and disclosure statement describing the Debtors'
future businesses.

Nonetheless, according to Daily Bankruptcy Review Judge Allan L.
Gropper of the U.S. Bankruptcy Court in Manhattan only granted an
extension until April 17 after Kodak's official committee of
unsecured creditors had objected to a longer extension for reasons
kept from the public, according to the report.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EDISON MISSION: Committee to Hire Blackstone as Investment Banker
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Edison Mission
Energy, et al., asks the Bankruptcy Court for authority to retain
Blackstone Advisory Partners L.P. as Investment Banker and
Financial Advisor nunc pro tunc to January 7, 2013.

It is expected that Blackstone will provide advisory and
investment banking services to the Committee and its legal
advisors as they deem appropriate and feasible to advise the
Committee in the course of these chapter 11 cases, including the
following services:

     a) assist in the evaluation of the Debtors' businesses and
        prospects;

     b) analyze the Debtors' long-term business plan and related
        financial projections;

     c) analyze the business plan for Edison International ("EIX")
        and Southern California Edison ("SCE") and outlook in
        connection with potential monetization of the Debtors' tax
        attributes;

     d) evaluate the Debtors' financial liquidity, debt capacity
        and capital structure and capital markets alternatives to
        improve such liquidity;

     e) assist in the development of financial data and analyze
        the Debtors' financial filings and presentations to the
        Committee;

     f) value any consideration offered to unsecured creditors of
        the Debtors in connection with a Restructuring;

     g) analyze various restructuring scenarios and the potential
        impact of these scenarios on recoveries for Unsecured
        Creditors;

     h) participate in negotiations among the Committee, the
        Debtors, EIX and its other creditors, suppliers, lessors
        and other interested parties;

     i) assist in the evaluation of any potential asset sale
        processes, including the identification of potential
        buyers;

     j) assist in evaluating the terms, conditions and impact of
        any potential asset sale transactions;

     k) analyze monetization alternatives and valuation
        considerations related to Debtor Edison Mission Energy's
        tax attributes and tax sharing agreement with EIX;

     l) assist in evaluating the treatment of leases by the
        Debtors;

     m) assist with the review of the Debtors' proposed key
        employee retention and other employee benefit programs;

     n) provide expert witness testimony concerning any of the
        subjects encompassed by the other investment banking
        services, if requested by the Committee; and

     o) provide such other advisory services as are customarily
        provided in connection with the analysis and negotiation
        of a Restructuring, as requested and mutually agreed.

The Committee contemplates that Blackstone will be compensated as
follows:

     a) a monthly advisory fee in the amount of $150,000 in cash,
        with the first Monthly Fee payable upon the execution of
        the Engagement Letter and additional installments of such
        Monthly Fee payable in advance on each monthly anniversary
        of the Effective Date.  Fifty percent of all Monthly Fees
        beginning with the tenth Monthly Fee payment will be
        credited against the Restructuring Fee;

     b) an additional Restructuring Fee equal to $3,250,000.
        Except as otherwise provided in the Engagement Letter, a
        Restructuring shall be deemed to have been completed upon
        the confirmation of a plan pursuant to an order of the
        Bankruptcy Court, or in the case of a sale or other
        disposition(s) of substantially all of the assets of the
        Debtors, upon an order of the Bankruptcy Court approving
        such sale or other disposition.  The Restructuring Fee
        will be earned on completion of a Restructuring and will
        be payable, in cash, on the consummation of a
        Restructuring; and

    c) reimbursement of all reasonable out-of-pocket expenses
       incurred during this engagement, including, but not limited
       to, travel and lodging, direct identifiable data
       processing, document production, publishing services and
       communication charges, courier services, working meals, and
       the reasonable fees and expenses of the Advisor's counsel
       and other necessary expenditures, payable upon rendition of
       invoices setting forth in reasonable detail the nature and
       amount of such expenses.

To the best of the Committee's knowledge, Blackstone is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the
estates.

                           *     *     *

BankruptcyData reported that the U.S. Bankruptcy Court approved
Edison Mission Energy's official committee of unsecured creditors'
motions to retain Akin Gump Strauss Hauer & Feld as co-counsel,
Perkins Coie as co-counsel, FTI Consulting as financial advisor
and Blackstone Advisory Partners as investment banker and
financial advisor.  The report also said the U.S. Bankruptcy Court
approved Edison Mission Energy's motion to retain Perella Weinberg
Partners as investment banker and financial advisor.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.


EDISON MISSION: Committee Hiring FTI as Financial Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Edison Mission
Energy, et al., asks the Bankruptcy Court for authority to employ
FTI Consulting, Inc., as Financial Advisor to the Committee nunc
pro tunc to January 7, 2013.

FTI will provide such financial advisory services to the Committee
that the Committee deems appropriate and feasible in order to
advise the Committee in the course of these chapter 11 cases,
including:

     a) assistance in the evaluation of the Debtors' operating
        plans and performance, including power market and related
        technical issues, capital expenditures and environmental
        compliance expenditures relating to Debtor Edison Mission
        Energy's generation portfolio;

     b) assistance in the review of generation portfolio
        projections, including energy market and related
        assumptions, cash receipts and disbursements, asset and
        liability analysis, and the economic analysis of related
        proposed transactions for which Court approval is sought;

     c) assistance with the assessment and monitoring of the
        Debtors' short term cash flow, short term liquidity, and
        operating results;

     d) assistance in the review and analysis of intercompany
        transactions and transfers including considerations of
        validity, cash flow effect, potentially fraudulent
        transfers, impact of certain transfers on recoveries to
        creditors, and effect of substantive
        consolidation/deconsolidation, as necessary and
        appropriate;

     e) assistance in the review of the claims reconciliation and
        estimation process;

     f) assistance in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and preferential
        transfers;

     g) attendance at meetings and assistance in discussions with
        the Debtors, potential investors, banks, other secured
        lenders, the Committee and any other official committees,
        the U.S. Trustee, other parties in interest and
        professionals hired by the same, as requested;

     h) assistance with review of any tax issues associated with,
        but not limited to, claims/stock trading, preservation of
        net operating losses, refunds due to the Debtors, plans of
        reorganization, and asset sales;

     i) assistance in the prosecution of Committee responses to
        the Debtors' motions, including attendance at depositions
        and provision of expert reports and/or testimony on case
        issues as required by the Committee;

     j) assistance in the review of and operating cost/benefit
        analysis regarding the assumption and rejection of
        executory contracts and unexpired leases;

     k) assistance in the review and/or preparation of certain
        information and analysis necessary for the confirmation of
        a plan and related disclosure statement in these chapter
        11 proceedings; and

     l) rendering such other financial advisory or general
        business consulting services or such other assistance as
        the Committee or its counsel may deem necessary that are
        consistent with the services which FTI is providing
        herein, complementary to the other services provided, and
        not duplicative of services provided by other
        professionals in this proceeding.

The Committee understands that FTI intends to apply to the Court
for allowance of compensation and reimbursement of expenses for
its financial advisory services.  The customary hourly rates,
subject to periodic adjustments, charged by FTI professionals
anticipated to be assigned to this case are as follows:

                                      Per Hour (USD)
                                      --------------
     Senior Managing Directors         $790 - 895
     Managing Directors                $685 - 755
     Directors                         $570 - 685
     Senior Consultant                 $420 - 540
     Consultant                        $290 - 390
     Professional Assistant/Admin      $120 - 235

In addition, FTI will seek reimbursement of actual and necessary
expenses incurred by FTI, including legal fees related to this
retention application and future fee applications as approved by
the court.

To the best of the Committee's knowledge, FTI Consulting Inc. is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the
estates.

                           *     *     *

BankruptcyData reported that the U.S. Bankruptcy Court approved
Edison Mission Energy's official committee of unsecured creditors'
motions to retain Akin Gump Strauss Hauer & Feld as co-counsel,
Perkins Coie as co-counsel, FTI Consulting as financial advisor
and Blackstone Advisory Partners as investment banker and
financial advisor.  The report also said the U.S. Bankruptcy Court
approved Edison Mission Energy's motion to retain Perella Weinberg
Partners as investment banker and financial advisor.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.


EDISON MISSION: Perkins Coie to Act as Committee Co-Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Edison Mission
Energy, et al., asks the Bankruptcy Court for authorization to
retain Perkins Coie LLP as its local counsel in connection with
the Debtors' chapter 11 cases, nunc pro tunc to January 7, 2013.

Although the Committee has selected Akin Gump to serve as its main
bankruptcy counsel in the Debtors' cases, Akin does not maintain
offices in Chicago, Illinois.  Thus, the Committee submits that it
is necessary and appropriate for it to retain Perkins as local
bankruptcy counsel to assist the Committee and Akin with
performing their respective duties in these cases.

Because of the size and complexity of the Debtors' cases, in
addition to providing local support services for the Committee and
Akin, the Committee may from time to time request that Perkins
perform, among other things, the following services to the
Committee:

     a. advise the Committee with respect to its rights, duties
        and powers in these chapter 11 cases;

     b. assist the Committee in analyzing the claims of the
        Debtors' creditors and negotiating with holders of claims
        and equity interests;

     c. assist the Committee in its investigation of the Debtors'
        and its affiliates' acts, conduct, assets, liabilities and
        financial condition;

     d. assist the Committee in its analysis of, and negotiations
        with, the Debtors or any third parties concerning matters
        related to, among other things, the assumption or
        rejection of certain leases of non-residential real
        property and executory contracts, asset dispositions,
        ancillary state court or regulatory litigation, financing
        of other transactions and the terms of one or more plans
        of reorganization and accompanying disclosure statements
        and related plan documents;

     e. assist and advise the Committee with its communications to
        the general creditor body regarding significant matters in
        these chapter 11 cases;

     f. represent the Committee at all hearings and other
        proceedings before the Court;

     g. review and analyze motions, applications, orders,
        statements, operating reports and schedules filed with the
        Court and advise the Committee with respect to such
        filings;

     h. advise the Committee with respect to any legislative,
        regulatory or governmental activities;

     i. assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives;

     j. prepare motions, applications, memoranda, adversary
        complaints, objections or other case analyses;

     k. investigate and analyze any claims against the Debtors'
        non-debtor affiliates; and

     l. perform such other legal services as may be required or
        are otherwise deemed to be in the interests of the
        Committee in accordance with the Committee's powers and
        duties as set forth in the Bankruptcy Code, Bankruptcy
        Rules or other applicable law.

Perkins will request reimbursement of its costs and expenses and
charge for its legal services on an hourly basis in accordance
with its ordinary and customary hourly rates in effect on the date
such services are rendered.  Perkins' hourly rates range from:

     Partners         $325 to $970 per hour
     Associates       $280 to $660 per hour
     Paralegals       $145 to $360 per hour

The following attorneys are presently expected to have
responsibility for providing the vast majority of services to the
Committee:

     Name of Individual     Title        Hourly Rate
     ------------------     -----        -----------
     David M. Neff          Partner          $695
     Brian A. Audette       Partner          $550
     David J. Gold          Associate        $420

To the best of the Committee's knowledge, Perkins Coie is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the
estates.

                           *     *     *

BankruptcyData reported that the U.S. Bankruptcy Court approved
Edison Mission Energy's official committee of unsecured creditors'
motions to retain Akin Gump Strauss Hauer & Feld as co-counsel,
Perkins Coie as co-counsel, FTI Consulting as financial advisor
and Blackstone Advisory Partners as investment banker and
financial advisor.  The report also said the U.S. Bankruptcy Court
approved Edison Mission Energy's motion to retain Perella Weinberg
Partners as investment banker and financial advisor.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.


EMMIS COMMUNICATIONS: Bradley Radoff Owns 1% of Class A Shares
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Bradley Louis Radoff disclosed that, as of
Dec. 31, 2012, he beneficially owns 620,000 shares of Class A
common stock, $.01 par value, of Emmis Communications Corporation
representing 1.8% of the shares outstanding.  Mr. Radoff
previously reported beneficial ownership of 2,000,000 Class A
shares as of April 20, 2012.  A copy of the amended filing is
available for free at http://is.gd/iwCcTY

                     About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company's balance sheet at Aug. 31, 2012, showed $287.53
million in total assets, $258.60 million in total liabilities,
$46.88 million in series A cumulative convertible preferred stock,
and a $17.94 million total deficit.

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations.  The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses.  Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


ENDEAVOUR INTERNATIONAL: S&P Cuts CCR to 'CCC+', Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based Endeavour International Corp.
(Endeavour) to 'CCC+' from 'B-'.  The rating outlook is negative.

In conjunction with the downgrade, S&P also lowered its issue-
level rating on Endeavour's first-priority notes to 'CCC' from
'CCC+'.  The recovery rating remains at '5', indicating S&P's
expectation of modest (10% to 30%) recovery for noteholders in the
event of a payment default.  S&P also lowered its issue-level
rating on Endeavour's second-priority notes to 'CCC-' from 'CCC'.
The recovery rating remains at '6', indicating S&P's expectation
of negligible (0% to 10%) recovery in the event of a payment
default.

The rating action reflects S&P's expectation that Endeavour could
have insufficient liquidity to meet its needs due to the delay in
production from its Rochelle development.  The company recently
announced that production at its Rochelle development will be
delayed due to damage sustained at its East Rochelle well, and S&P
do not expect production to come online or any related cash flow
generation until the middle of 2013.  The company's liquidity
position will be very thin over the course of 2013.  S&P believes
that the company will have to sell assets or enter into joint
ventures or partnerships in order to maintain enough liquidity.

S&P estimates that sources of liquidity will be less than 1.0x
over the next 12 months.  Sources of liquidity include
$105 million of pro forma cash, , and projected funds from
operations of about $150 million.  Potential uses of liquidity
include approximately $100 million to $120 million of capital
expenditures, the extension or refinancing of its revolver
maturing October 2013, and a $120 million reimbursement agreement
related to the decommissioning liabilities for its Alba oil field.
The reimbursement agreement matures in December 2013, and
Endeavour will have to extend or refinance it to avoid posting
$120 million of cash in December 2013.

The rating on Endeavour reflects S&P's assessment of the company's
business risk as "vulnerable," its financial risk as "highly
leveraged" and its liquidity profile as "weak."  The rating
factors in Endeavour's small reserve and production base, its
geographic focus on the North Sea, and its participation in the
competitive and highly cyclical oil and gas industry.  In
addition, given the current price of hydrocarbons, it is favorable
that the company's reserves are focused on oil and that the
majority of its gas assets are in the North Sea, which has much
higher natural gas prices than natural gas in the U.S.

Standard & Poor's views Endeavour's business profile as
"vulnerable."  As of year-end 2011, the company's proved reserves
were 22.7 mmboe, of which 23% were classified as proved developed
and 82% were natural gas.  The company significantly increased its
reserves in 2012 with the acquisition of the Alba oil field from
ConocoPhillips.  However, the company still has a relatively small
reserve base.

"We view Endeavour's financial risk as "highly leveraged."  Near-
term financial performance is highly dependent on the successful
start of production from the Rochelle development, and could
rapidly deteriorate if there are further delays in production.  To
forecast credit protection measures, Standard & Poor's uses a
price assumption for Brent oil of $95 per barrel (bbl) in 2013,
and $90/bbl in 2014 and thereafter.  Our assumption for Henry Hub
natural gas is $3.00 per thousand cubic feet (Mcf) in 2013 and
$3.50/Mcf in 2014 and thereafter.  Although the company's natural
gas production is currently almost entirely tied to U.S. natural
gas prices, once the company's Rochelle field comes online, it
will receive significant natural gas production that is exposed to
much higher U.K. prices," S&P said.


FIRST SOUND: Completes Repurchase of TARP Preferred Securities
--------------------------------------------------------------
First Sound Bank on Feb. 21 disclosed that, in accordance with a
negotiated agreement with the U.S. Treasury, it has retired all
$7.4 million in preferred stock issued to the Treasury in late
2008 in exchange for capital received under the Troubled Asset
Relief Program (TARP).  The Bank received regulatory approval to
close on the agreement and repaid the Treasury on February 20.

The agreement, which called for a 50 percent discount to purchase
the securities and warrants and extinguish accumulated unpaid
dividends of approximately $1.3 million, required First Sound to
raise at least $7 million in new capital and meet certain other
requirements.  The Bank closed out its offering on February 15,
2013, raising over $7.9 million from individual investors.

CEO Patrick Fahey, who was appointed to his position in January,
2012, stated, "This is a major milestone for First Sound Bank, as
it has recovered from being one of the most troubled banks in
Washington State to one of the healthier ones."  The Bank was
considered "significantly undercapitalized" a year ago, but with
its increased funding, its capital ratios will now exceed the
regulatory definition of a "well-capitalized" institution.

Mr. Fahey also noted that First Sound Bank has made significant
progress on improving its asset quality, reducing non-performing
assets from a high of $46 million to $4 million as of December 31,
2012.  "The Bank has benefitted from an amazingly loyal customer
base and staff who have stayed with it through its difficult
period," said Fahey.  "As a result, First Sound Bank is poised to
increase its lending to small- and medium-sized businesses and is
better positioned to make larger loans with its increased capital
base," he added.

                      About First Sound Bank

Seattle-based First Sound Bank -- http://www.firstsoundbank.com--
offers customized banking for small- to medium-sized businesses,
organizations, not-for-profits and professionals in the Puget
Sound region.


FISKER AUTOMOTIVE: Shouldn't Go to Chinese, Iowa Senator Says
-------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that U.S. Senator Charles
Grassley said the technology of Fisker Automotive Inc., the U.S.
plug-in hybrid carmaker that owes American taxpayers about $200
million, shouldn't be sold to Chinese companies.

According to the report, Sen. Grassley, an Iowa Republican, and
Senator John Thune, a South Dakota Republican, compared the maker
of the $103,000 Karma to its battery supplier, A123 Systems Inc.,
which received $129 million in grants from the U.S. Department of
Energy before filing for bankruptcy and agreeing to be sold to a
Chinese company.

Fisker is weighing several bids including a $350 million offer
from Dongfeng Motor Corp. that would give the Chinese carmaker
majority control, people with knowledge of the matter said last
week.

"Like A123, this looks like another example of taxpayer dollars
going to a failed experiment," Sen. Grassley, his party's ranking
member on the Senate Judiciary Committee, said in an emailed
Statement to Bloomberg.  "Technology developed with American
taxpayer subsidies should not be sold off to China.  I hope
there's at least some accountability at the Department of Energy,
but given its track record, I'm not holding my breath."

Fisker, based in Anaheim, California, received a $529 million loan
from the Energy Department in 2010 for U.S. engineering and
development work and U.S. vehicle production.  It was one of five
loan recipients in a program intended to spur the development of
alternative-fuel vehicles.  Fisker drew down $193 million before
the rest was frozen in May 2011 for failing to meet required
milestones on the Karma.

Bloomberg relates that Fisker was supposed to use the rest of the
money to build a second model at a closed General Motors Co. plant
in Wilmington, Delaware.  The company hasn't produced cars since
A123 stopped making batteries, and has had to repair vehicles it
already sold following recalls on defective battery packs and
cooling fans that could cause fires.  The company has said it's
delivered about 1,500 Karmas.


FOUNTAINEBLEAU L.V.: 11th Circ. Backs BofA in $1B Funding Fight
---------------------------------------------------------------
Evan Weinberger of BankruptcyLaw360 reported that the Eleventh
Circuit on Wednesday rejected claims by more than 40 lenders and
investors in the Las Vegas casino and hotel Fontainebleau that
Bank of America Corp. wrongfully cut off over $1.2 billion in
funding for the doomed project, affirming two lower courts'
decisions.

The report said the three-judge panel found that Bank of America,
which served as the administrative and disbursement agent on
revolving loans attached to the project, had correctly interpreted
a credit agreement when, in March 2009, it refused to disburse
more than $1.2 billion to fund the project.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.  Scott L Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors
in their restructuring effort.   Kurtzman Carson Consulting LLC
served as the Debtors' claims agent.  Attorneys at Genovese
Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the
Official Committee of Unsecured Creditors.  Fontainebleau Las
Vegas LLC estimated more than $1 billion in assets and debts,
while each of Fontainebleau Las Vegas Capital Corp. and
Fontainebleau Las Vegas Holdings LLC estimated less than $50,000
in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.


FOREST SPRINGS: Summary Judgment Ruling in "Jordan" Suit Upheld
---------------------------------------------------------------
The Court of Appeals of North Carolina affirmed on February 19,
2013, a summary judgment ruling entered in the case captioned
JORDAN'S CONSTRUCTION, INC., d/b/a JORDAN BUILT HOMES, Plaintiff,
v. FOREST SPRINGS, LLC, Defendant, No. COA12-904.

Jordan's Construction, Inc. and Forest Springs, LLC were parties
to an Agreement for Sale and Purchase of Lots.  On December 19,
2011, the trial court entered an order granting Jordan's motion
for summary judgment, and directed Jordan's to recover $200,000
from Forest Springs together with interest and costs, including
$37,338.79 in attorney's fees.  Forest Springs' counterclaims were
dismissed with prejudice.

Forest Springs appealed.

The Appeals Court held that the trial court properly granted
Jordan's Construction's motion for summary judgment due to Forest
Springs' breach of contract and failure to respond to Jordan's
notice of breach.

Connie E. Carrigan, Esq. -- ccarrigan@smithdebnamlaw.com -- at
Smith Debnam Narron Drake Saintsing & Myers, L.L.P., represent
Jordan's Construction, Inc.

R. Daniel Boyce, Esq. -- DBoyce@nexsenpruet.com -- at Nexsen
Pruet, PLLC represent Forest Springs, LLC.

A copy of the Appeals Court's February 19, 2013 Opinion is
available at http://is.gd/cbHNklfrom Leagle.com.

                     About Forest Springs

Raleigh, North Carolina-based Forest Springs, LLC, filed for
Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 10-03425) on April
29, 2010.  Judge Stephani W. Humrickhouse presided over the case.
In its petition, the Debtor scheduled $8,300,000 in assets and
$7,415,965 in debts.


FREESEAS INC: Effects a 1-for-10 Reverse Split of Common Stock
--------------------------------------------------------------
FreeSeas Inc. has amended the Company's Amended and Restated
Articles of Incorporation to effect a reverse stock split of the
Company's issued and outstanding common stock at a ratio of one
new share for every 10 shares currently outstanding.

The Company anticipated that its common stock to begin trading on
a split adjusted basis when the market opens on Feb. 14, 2013.
Beginning on that date, FreeSeas' common stock will trade for 20
trading days under ticker symbol "FREED" to provide notice of the
reverse stock split.  After this period, the symbol will revert to
"FREE."  The common shares will also trade under a new CUSIP
number Y26496201.

The reverse stock split will consolidate 10 shares of common stock
into one share of common stock at a par value of $.001 per share.
As a result of the reverse stock split, the number of outstanding
common shares will be reduced from 18,759,778 to 1,875,978,
subject to adjustment for fractional shares.  The reverse stock
split will not affect any shareholder's ownership percentage of
FreeSeas' common shares, except to the limited extent that the
reverse stock split would result in any shareholder owning a
fractional share.  Fractional shares of common stock will be
rounded up to the nearest whole share.

After the reverse stock split takes effect, shareholders holding
physical share certificates will receive instructions from
American Stock Transfer and Trust Company LLC, the Company's
exchange agent, regarding the process for exchanging their shares.

                        About FreeSeas Inc.

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

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

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
ability to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

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


FRIENDFINDER NETWORKS: D. Staton Discloses 16% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Daniel C. Staton and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 5,465,605 shares
of common stock of FriendFinder Networks Inc. representing 16.8%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/8gALxd

                    About FriendFinder Networks

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

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

                           *     *     *

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

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


FRIENDFINDER NETWORKS: Marc Bell Discloses 16% Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Marc H. Bell disclosed that, as of Dec. 31,
2012, he beneficially owns 5,465,611 shares of common stock of
FriendFinder Networks Inc. representing 16.8% of the shares
outstanding.  A copy of the amended filing is available for free
at http://is.gd/eHqZWV

                   About FriendFinder Networks

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

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

                           *     *     *

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

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


GENERAL AUTO: Gets OK to Access Cash Collateral Until March
-----------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon authorized, on an interim basis, General Auto
Building, LLC, to use until March cash collateral in which Park &
Flanders LLC claims a security interest.

The Court's order provides that use of cash collateral will be on
the same terms and conditions as provided in the previously
entered Final Cash Collateral order, provided, however, that (i)
all references to "HomeStreet Bank" and "Portland Development
Commission" will be superseded and replaced by "Park & Flanders
LLC," and (ii) the Debtor must provide Park & Flanders with two
weeks' notice of its intent to pay for lease commissions and
tenant improvements.

If upon expiration of such two week period Park & Flanders has
failed or refused to consent to any commission payment or tenant
improvement expenditure, the Debtor may request a hearing at which
the Court will determine whether to authorize the Debtor to pay
the commission or tenant improvement expenses from Park &
Flanders' cash collateral.

A copy of the budget for access to cash from Nov. 28, 2012 until
March 2013, is available for free at:
http://bankrupt.com/misc/GENERALAUTO_CC_order_b.pdf

The TCR reported July 3, 2012, on the Court's entry of the Final
Collateral Order.  The order provided that as adequate protection
for any cash collateral used by the Debtor, the lenders are
granted, pursuant to Sections 361(1) and 363(e) of the Bankruptcy
Code, perfected liens to secure an amount of the lenders'
respective prepetition claims equal to the extent of any
diminution in value of the prepetition collateral by reason of the
use of cash collateral, whether as a result of physical
deterioration, consumption, shrinkage or otherwise.  The
replacement liens will be to the same extent and with the same
relative priority as the lenders' prepetition liens, and will
attach to all property and assets of the Debtor and its estate.

The Debtor borrowed funds under a construction loan from
HomeStreet Bank in the original principal amount of $10,200,000.
To secure the obligations under the HomeStreet Loan, GAB, as
grantor, made, executed and delivered to HomeStreet, as
beneficiary, a Line of Credit Commercial Deed of Trust, Assignment
of Rents and Leases, Security Agreement and Fixture Filing.  The
HomeStreet Deed of Trust encumbers real property and improvements
commonly known as the "General Automotive Building" and located at
411 NW Park Avenue, Portland, Oregon.  The HomeStreet Deed of
Trust also contains an assignment of rents in favor of HomeStreet.

                    About General Auto Building

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

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

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

According to the Third Amended Disclosure Statement, generally,
the Plan provides that, among other things: (a) all membership
interests in the Debtor will be canceled on the Effective Date;
(b) North Park Development will purchase a $400,000 membership
interest in Reorganized Debtor; and (c) all Insiders and Creditors
of Debtor are offered the opportunity to purchase membership
interests in the Reorganized Debtor in $50,000 increments.

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


GEOGLOBAL RESOURCES: NYSE MKT Accepts Listing Compliance Plan
-------------------------------------------------------------
GeoGlobal Resources Inc. on Feb. 21 received notice from the NYSE
MKT LLC on November 30, 2012, indicating that the Company is not
in compliance with two of the continued listing standards as set
forth in Section 1003(a)(iv) and Section 1003(f)(v) of the NYSE
MKT's Company Guide.

The Company was afforded the opportunity to submit a Plan of
compliance to the Exchange and on December 31, 2012 presented its
Plan to the Exchange.

On February 15, 2013, the Exchange notified the Company that it
accepted the Company's Plan of compliance and granted the Company
an extension until May 31, 2013 to regain compliance with the
continued listing standards.  The Company will be subject to
periodic review by Exchange Staff during the extension period.
Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of the
extension period could result in the Company being delisted from
the NYSE MKT LLC.

                         About GeoGlobal

Headquartered in Calgary, Alberta, Canada, GeoGlobal Resources
Inc. (nyse mkt:GGR) is a US publicly traded oil and gas company,
which, through its subsidiaries, is engaged in the pursuit of
petroleum and natural gas in high potential exploration targets
through exploration and development in India, Israel and Colombia.


GMX RESOURCES: Had $46 Million Available Cash at Year-End 2012
--------------------------------------------------------------
GMX Resources Inc. issued a press release announcing certain
financial and operational information for the quarter and year
ended Dec. 31, 2012

No Near-Term Debt Maturity

The remaining balance of the Company's 5% Convertible Senior Notes
Due 2013 has been retired as of Feb. 1, 2013.  The Company has no
debt maturities until May 2015.

Operations Update

The Heiser 11-2-1H well, located in Sections 2 & 11, Township 145N
Range 99W in McKenzie County has been successfully fracture
stimulated.  The Company has a 66% working interest; this well
targeted the Middle Bakken with a lateral length of 9,620'.

The Lange 44-31-2H, located in Sections 30 & 31, Township 147N
Range 99W in McKenzie County, North Dakota is currently in
completion phase.  The Company has an 89% working interest; this
well targeted the Middle Bakken with a total depth of 20,255' and
a lateral length of 8,630'.  The well was drilled parallel to the
Lange 11-30-1H our best well to date.

The Helmerich & Payne FlexRig 3TM #255 has been relocated to
Sections 16 & 21, Township 143N Range 99W in Billings County,
North Dakota.  The rig has re-entered the Fairfield State 21-16-1H
and used the existing vertical wellbore to drill a horizontal
Middle Bakken lateral - the Fairfield State 21-16-1H RE.  The
Company has completed the drilling of the Fairfield State 21-16-
1H-RE in January 2013, and is now drilling the Fairfield 21-16-2H
which is also targeting the Middle Bakken.  Both wells are planned
as 9,850' horizontal laterals.  The Company plans to fracture
stimulate the wells simultaneously.  The pad drilling and zipper-
frac is expected to reduce the overall project cost in which the
Company has a 96% working interest.  The Company expects to have
both wells contributing to production in mid-to-late March 2013,
weather permitting.

The Company has elected to participate in five separate wells with
Whiting Petroleum Corporation.  The wells are all located in Stark
County, North Dakota.  All five wells are targeting the Pronghorn
Sand and are in various stages of being drilled or are waiting on
completion services.  The Company anticipates that some wells will
be completed and contribute to production during the first quarter
of 2013.

Fourth Quarter, Year-End Production

The Company's production for the fourth quarter of 2012 was
approximately 310,000 BOE, which included approximately 55,100
Bbls of oil, 1.4 Bcf of natural gas and 23,800 Bbls of NGLs.  The
55,100 Bbls of oil was virtually all Bakken generated and resulted
in an average of ~600 Bbls/day as compared to approximately 13,100
Bbls, or 142 Bbls/day, in the Bakken during the fourth quarter of
2011, an increase of 319%.  The Company's natural gas and NGL
production during the fourth quarter of 2012 declined an estimated
65% and 78%, respectively, from the fourth quarter of 2011,
primarily due to the sale of the Cotton Valley Sands producing
assets in the fourth quarter of 2012, the sale of a Volumetric
Production Payment for a portion of the Company's
Haynesville/Bossier reserves and the decision in mid-2011 to
temporarily suspend Haynesville/Bossier drilling activities.

Production for the year-end 2012 was approximately 1.9 MMBOE,
which included approximately 203,500 Bbls of oil, 8.9 Bcf of
natural gas and 237,500 Bbls of NGLs.  The 203,500 Bbls of oil in
2012 represents an approximate 119% increase over 2011 production.
Estimated Bakken oil production for 2012 was 148,500 Bbls compared
to approximately 13,100 Bbls in 2011, an increase of 1,037%.
2012 Capital Expenditures

For the year ended Dec. 31, 2012, the Company's estimated cash
outlays for capital expenditures, excluding capitalized G&A
expenses and interest were approximately $96.1 million, of which
$77.5 million was for drilling in the Williston Basin, $4.9
million was for Bakken leasehold, $2.7 million was for DJ Basin-
Niobrara activities, and $11.0 million was primarily for rig sub-
lease fees, infrastructure and equipment.

Liquidity Update

The Company's available cash at year-end 2012 was $46 million and
includes $16.8 million reserved for the maturity of the Company's
5% Convertible Senior Notes due 2013.  The Company has recently
sought indications of interest for certain debt and equity
liquidity alternatives, but not yet received sufficient support
for all of its liquidity needs or plans.  The Company is
continuing to explore and evaluate options for its capital needs,
as well as continuing to evaluate and finalize its 2013 budget for
capital expenditures based on its available liquidity.

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

                        http://is.gd/r39paU

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Oklahoma City-based
GMX Resources Inc. to 'CCC' from 'SD' (selective default).

"The rating on GMX Resources Inc. reflects our assessment of the
company's 'weak' liquidity, 'vulnerable' business risk, and
'highly leveraged' financial risk," said Standard & Poor's credit
analyst Paul Harvey.


GOODYEAR TIRE: Fitch Assigns 'B' Rating to $750MM Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B/RR5' to The Goodyear
Tire and Rubber Company's proposed $750 million in senior
unsecured notes due 2021. GT's Issuer Default Rating is 'B+' and
the Rating Outlook is Stable.

The proposed notes will be guaranteed by certain of GT's U.S. and
Canadian subsidiaries that also guarantee the company's secured
credit agreement and existing senior unsecured notes. If the notes
are assigned investment-grade ratings by certain rating agencies,
GT can release the guarantees. GT plans to use proceeds from the
offering for contributions to its frozen U.S. defined benefit
pension plans and for general corporate purposes. The company's
U.S. pension plans that are currently frozen were underfunded by
about $1 billion as of Dec. 31, 2012.

Key Rating Drivers

GT's ratings reflect the company's strong competitive position as
the third-largest global manufacturer of replacement and original
equipment (OE) tires. Although unit volumes declined in three of
the company's four global regions in 2012, positive pricing and
mix partially offset the effect on revenue and margins. Despite
posting negative free cash flow, GT has maintained a relatively
strong liquidity position, and it has no significant near-term
debt maturities. However, Fitch expects only modest improvement in
the company's credit metrics over the intermediate term as tire
industry conditions remain challenged by weakness in Europe,
slower growth in emerging markets and increased competitive
manufacturing capacity. The increase in debt from the issuance
announced today will also lead to higher leverage, although it
will help reduce the company's pension liabilities and volatility
tied to discount rates and asset returns.

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

The recovery rating of 'RR5' on the proposed notes reflects
Fitch's expectation that recoveries would be below average, in the
10% to 30% range, in a distressed scenario. The relatively low
level of expected recovery is due to the substantial amount of
higher-priority secured debt in the company's capital structure.
Fitch also notes that in a distressed scenario, GT's substantial
pension obligations could potentially depress recovery prospects
further for the company's unsecured creditors.

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

GT's pension plans remain substantially underfunded, due to a
combination of falling discount rates and a history of funding the
plans at the statutory minimums. In the U.S., the company's plans
were underfunded by $2.7 billion at year-end 2012, which was up
from $2.5 billion at year-end 2011. To address the underfunded
status, GT announced earlier this month that planned to issue debt
to pre-fund its U.S. pension obligations once the plans were
frozen. As noted above, Fitch expects proceeds from the proposed
issuance will be used to make voluntary contributions to those
frozen plans. GT is also working to freeze its non-salaried U.S.
pension plans, and if that is completed successfully, it could
also issue debt to fund those obligations. Freezing the non-
salaried plans could be complicated and will likely be an
additional challenge to overcome in the upcoming USW negotiations.

On an EBITDA basis, GT's leverage (debt/Fitch-calculated EBITDA)
at the end of 2012 was flat with year-end 2011 at 2.8 times (x) as
both debt and EBITDA declined slightly. However, funds from
operations (FFO) adjusted leverage rose to 6.1x from 3.9x as FFO
(including preferred dividends) declined to $552 million in 2012
from $1.4 billion in 2011. Balance sheet debt was $5.1 billion at
Dec. 31, 2012, down from $5.2 billion at Dec. 31, 2011. Liquidity
at year-end 2012 was relatively strong, with $2.3 billion in cash
and cash equivalents and another $1.8 billion available on the
company's primary U.S. and European revolvers. Free cash flow
improved in 2012, but it was still negative $118 million, up from
negative $285 million in 2011. Fitch expects free cash flow to be
pressured again in 2013, but liquidity will remain more than
adequate to fund the company's operations over the intermediate
term.

RATING SENSITIVITIES

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

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

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

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


GOODYEAR TIRE: Moody's Rates Proposed $750MM Senior Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to The Goodyear
Tire & Rubber Company's proposed $750 million senior unsecured
notes. The proposed unsecured notes are expected to be used to
fund contributions to Goodyear's U.S. pension plans and for
general corporate purposes. In a related action Moody's affirmed
Goodyear's Corporate Family Rating at Ba3 and other ratings. The
rating outlook is negative.

Ratings assigned:

The Goodyear Tire & Rubber Company

  $750 million senior unsecured notes due 2021, B1 (LGD-4, 66%);

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.:

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

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

Ratings Rationale:

The proposed note offering is part of Goodyear's stated strategy
to take actions to de-risk its U.S. unfunded pension obligations.
Goodyear is expected to contribute the net proceeds of the
proposed note offering to the U.S. pension plans along with
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
credit metric improvement over the coming year. Nevertheless, the
ratings consider the potential for such improvement to be tempered
by weak economic trends which is incorporated into the negative
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.

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.


GOODYEAR TIRE: S&P Rates $750MM Senior Unsecured Notes 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' issue-level rating to Akron, Ohio-based The Goodyear Tire &
Rubber Co.'s proposed $750 million in senior unsecured notes due
2021.  At the same time, S&P assigned its recovery rating of '5'
to the notes, indicating its expectation that lenders would
receive modest recovery (10%-30%) in the event of a payment
default.

Goodyear will use net proceeds of this offering, which it
estimates will be about $737 million, to fund contributions to the
company's frozen U.S. pension plans and for general corporate
purposes.  S&P views the debt-financed funding of the pension as
leverage neutral since it considers unfunded postretirement
obligations as debt-like.

The notes are senior unsecured obligations of Goodyear and the
guarantors, ranking equal in right of payment with existing and
future unsubordinated debt.  The notes will also be effectively
subordinated to all existing and future secured debt of the
company and subsidiary guarantors to the extent of the collateral
securing the debt.

S&P's rating on Goodyear reflects the company's high leverage and
the substantial competition in both the replacement and original
equipment tire markets.

RATINGS LIST

The Goodyear Tire & Rubber Co.
Corporate Credit Rating           BB-/Stable/--

New Ratings

The Goodyear Tire & Rubber Co.
Senior unsecured
  $750 mil notes due 2021          B+
   Recovery Rating                 5


GRYPHON GOLD: Incurs $1.8-Mil. Net Loss in Fiscal 2nd Quarter
-------------------------------------------------------------
Gryphon Gold Corporation reported a net loss of $1.8 million on
$3.2 million of sales for the three months ended Dec. 31, 2012,
compared with a net loss of $1.2 million on $931,794 of sales for
the prior fiscal period.

For the six months ended Dec. 31, 2012, the Company had a net
loss of $3.2 million on $12.6 million of sales, compared with a
net loss of $2.5 million on 931,794 of sales for the six months
ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$43.2 million in total assets, $34.9 million in total liabilities,
and stockholders' equity of $8.3 million.

DeCoria, Maichel & Teague P.S., in Spokane, Washington, expressed
substantial doubt about Gryphon's ability to continue as a going
concern in their report on the Company's financial statements for
the year ended March 31, 2012.  The independent auditors noted
that the Company has suffered recurring operating losses and has
an accumulated deficit of $43.1 million.

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

Gryphon Gold Corporation, headquartered in Carson City, Nevada,
holds a 40% joint venture interest in the gold producing Borealis
Property through its 40% ownership of Borealis Mining Company LLC,
which is located in Nevada's Walker Lane Gold Belt.


HARRISBURG, PA: Crisis Plan May Prompt Investor Loss
----------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Harrisburg, the
Pennsylvania capital, may try to impose losses on creditors to
solve a fiscal crisis that threatens its solvency and has landed
it in state receivership.  Such a move, which may come within
weeks, might prompt other distressed U.S. municipalities to pursue
similar remedies.

The city, which defaulted on debt it guaranteed and lost a bid for
bankruptcy, is expected to sell or lease assets such as its
parking system by the end of March, according to Mayor Linda
Thompson's letter in a 2010 financial audit issued in December,
the Bloomberg report relates.

Creditors who covered the city's payments may be forced to take
less than the full principal due because the transactions won't be
enough to retire the total debt of more than $300 million, said
Janney Montgomery Scott's Alan Schankel and Matt Fabian, managing
director of Municipal Market Advisors.

Such an outcome would raise borrowing costs for municipalities in
the state and distressed cities nationwide, said Mr. Fabian, in
Westport, Connecticut.

"I haven't seen a subpar recovery on general obligations at all,
on any stripe, in my experience," he said.  "It could be a major
step for the market to absorb.  It could be a precedent-setting
recovery."

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HEALTHSOUTH CORP: Share Repurchase No Impact on Moody's 'Ba3' CFR
-----------------------------------------------------------------
HealthSouth Corporation's announcement that it would tender for
$350 million of its common shares -- the full amount of its
recently authorized share repurchase program -- is a credit
negative. The expected funding of the tender offer through a
combination of available cash and a draw-down of the company's
revolving credit facility will increase leverage and decrease
available liquidity. The transaction also represents a divergence
from HealthSouth's financial policy that has previously focused on
reducing leverage while having eschewed dividends and repurchases
of common stock. However, there is no change to HealthSouth's
ratings, including its Ba3 Corporate Family Rating, Ba3-PD
Probability of Default Rating or stable rating outlook.

HealthSouth is the largest operator of inpatient rehabilitation
hospitals in terms of revenue and number of facilities. The
company serves patients through its network of inpatient
rehabilitation hospitals, outpatient rehabilitation satellite
clinics and home health agencies. HealthSouth recognized in excess
of $2.1 billion of revenue in the year ended December 31, 2012
before considering the provision for doubtful accounts.


HEARTLAND MEMORIAL: McGuireWoods Denies Representing Hospital
-------------------------------------------------------------
Abigail Rubenstein of BankruptcyLaw360 reported that McGuireWoods
LLP on Wednesday urged an Indiana federal judge to dismiss a
bankrupt hospital's malpractice suit stemming from a leveraged
buyout by a private equity firm, saying the firm never represented
the hospital and has no chance of liability.

The BLaw360 report said the firm, which represented Heartland
Memorial Hospital LLC's parent iHealthcare Inc. in a 2006 LBO that
allegedly proved disastrous for the hospital, is seeking the
dismissal of an amended complaint that Heartland trustee David
Abrams filed against it.  U.S. District Judge Philip P. Simon had
nixed the original complaint on the ground that the firm never
agreed to represent the hospital, the report related.

In January 2007, creditors filed an involuntary Chapter 7 petition
against Heartland Memorial Hospital, LLC.  On March 2, 2007, the
bankruptcy court granted relief against the Debtor and converted
the case to Chapter 11.  On Nov. 19, 2008, the bankruptcy court
confirmed the Debtor's liquidating plan of reorganization and
appointed David Abrams, as liquidating trustee.


HORIZON LINES: Western Asset Holds 13.6% Equity Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Western Asset Management Company disclosed
that, as of Dec. 31, 2012, it beneficially owns 12,514,047 shares
of common stock of Horizon Lines, Inc., representing 13.63% of the
shares outstanding.  Western Asset previously reported beneficial
ownership of 14.39% equity stake as of June 30, 2012.  A copy of
the amended filing is available at http://is.gd/gKEgRM

                         About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

Horizon Lines reported a net loss of $229.41 million in 2011, a
net loss of $57.97 million in 2010, and a net loss of
$31.27 million in 2009.

The Company's balance sheet at Sept. 23, 2012, showed
$620.50 million in total assets, $617.47 million in total
liabilities and $3.02 million in total stockholders' equity.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HORIZON LINES: Beach Point Discloses 11% Equity Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Beach Point Capital Management LP and Beach
Point GP LLC disclosed that, as of Dec. 31, 2012, they
beneficially own 3,954,309 shares of common stock of Horizon
Lines, Inc., representing 11.48% of the shares outstanding.
Beach Point previously reported beneficial ownership of
3,956,413 common shares or a 12.33% equity stake as of July 3,
2012.  A copy of the amended filing is available for free at:

                        http://is.gd/BzTl2z

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

Horizon Lines reported a net loss of $229.41 million in 2011, a
net loss of $57.97 million in 2010, and a net loss of
$31.27 million in 2009.

The Company's balance sheet at Sept. 23, 2012, showed
$620.50 million in total assets, $617.47 million in total
liabilities and $3.02 million in total stockholders' equity.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


INDIANTOWN COGENERATION: S&P Prelim. Rates $128MM Notes 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BBB-' debt rating to Indiantown Cogeneration L.P.'s
current $226 million first mortgage taxable bonds due 2020.  The
rating outlook is stable.  S&P also assigned its preliminary 'BB'
debt rating to Indiantown's proposed $128 million subordinated
notes due 2025.  The project will use proceeds to retire exiting
senior secured tax exempt debt, thereby elevating the credit
profile of the remaining senior secured debt.  The outlook on the
subordinate debt rating is also stable.  S&P assigned its '3'
recovery rating to the subordinated debt, reflecting meaningful
(50% to 70%) recovery in a default scenario.

The senior debt rating reflects a good business profile supported
by contractual cash flow for the tenor under operating
requirements that are achievable, but impaired by a potential
mismatch between fuel cost and reimbursement amounts, combined
with financial debt service coverage ratio performance that is
above peers at the same rating level.  The subordinate debt rating
reflects subordination in payment of principal and interest after
senior debt service and reserve top off.  Indiantown is a special-
purpose, bankruptcy-remote entity that owns and operates a 330-
megawatt (MW) coal-fired cogeneration plant in Martin County, Fla.
The plant is a qualifying facility that generates cash flow by
selling electric capacity and energy to Florida Power & Light Co.
(FP&L) under a power purchase agreement (PPA) that expires in
2025.  It also sells steam to Louis Dreyfus Citrus Inc., an
adjacent food-processing plant, under an energy services agreement
that expires in 2016

The stable rating outlook on Indiantown's debt reflects S&P's
expectation that the project's actual fuel costs in the near term
will be generally aligned with the fuel index used in the energy
cost reimbursement calculation such that total DSCRs remain above
1.2x on a total or consolidated basis.  Standard & Poor's could
lower the ratings if margins come under pressure due to higher
coal supply costs or poor operational performance, driving senior
and total DSCRs below 1.5x and 1.2x, respectively, for a sustained
period.  Given the DSCRs in the forecast are generally higher than
for similarly rated peers, an upgrade is possible, but would
require a very confident view on S&P's part that the fuel revenue
and fuel cost mismatch will be minimal through the debt tenor.


INNER HARBOR WEST: Wants Involuntary Ch. 7 Converted to Ch. 11
--------------------------------------------------------------
Inner Harbor West LLC, the subject of a Chapter 7 involuntary
bankruptcy petition filed by two creditors, on Tuesday asked the
bankruptcy judge in Maryland to convert the case to a Chapter 11
bankruptcy.

Jamie Santo of BankruptcyLaw360 reported that the owner of a
Baltimore waterfront property envisioned as part of a $1.2 billion
development project agreed Tuesday to accept the bankruptcy thrust
upon it by a pair of creditors, but requested that the resulting
case be converted to Chapter 11.

The report related that Inner Harbor West LLC, which controls a
43-acre site earmarked for the troubled Westport Waterfront
project, consented to the relief sought in the involuntary Chapter
7 petition, but moved to have the case switched over to Chapter
11, according to documents filed in Maryland bankruptcy court.

Inner Harbor West is affiliated with developer Patrick Turner.  It
was planning to redevelop the waterfront of the Westport
neighborhood in southwest Baltimore.

Steve Kilar, writing for The Baltimore Sun, recounts that late
last year, Citigroup Global Markets Realty Corp. filed a
foreclosure action against Inner Harbor West and another Turner-
affiliated company, alleging they owed nearly $32 million on a
2007 loan.  A 43-acre waterfront parcel, where Turner planned to
build a mixed use development, served as collateral for the loan
and was scheduled for auction on Valentine's Day.  The auction was
canceled when the involuntary bankruptcy petition was filed by a
construction firm and a land consulting company that allege Inner
Harbor West owes them more than $200,000.

Jeffrey M. Sirody, Esq., represents Inner Harbor West in the
bankruptcy case.

Alleged creditors of Inner West, namely C. Frye Associates, LLC
and Dixie Construction, filed an involuntary Chapter 7 bankruptcy
petition for Inner West on Feb. 8, 2013 (Bankr. D. Md. Case No.
13-12198.

The petitioning creditors are represented by:

         Marc A. Ominsky, Esq.
         The SOS Law Group
         Century Plaza Building
         10632 Little Patuxent Parkway, Suite 249
         Columbia, MD 21046
         Tel: 443-393-3380
         E-mail: marc_ominsky@verizon.net


INTERNET BRANDS: Moody's Rates New $330MM Senior Term Loan 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned to Internet Brands, Inc. a
first-time B1 Corporate Family Rating and B2-PD Probability of
Default Rating. Concurrently, Moody's assigned a B1 rating to
Internet Brands' proposed $330 million senior secured term loan B
and $50 million senior secured revolver. The rating outlook is
stable.

Net proceeds will refinance existing credit facilities (about $200
million outstanding) and pay an approximate $127 million dividend
to private equity owner Hellman & Friedman. For companies whose
debts are sourced entirely from bank lenders, Moody's usually
assumes a mean family recovery rate of 65% under its Loss Given
Default Methodology, which results in a PDR rating of B2-PD for
Internet Brands.

Ratings Assigned:

  Corporate Family Rating -- B1

  Probability of Default Rating -- B2-PD

  $50 Million Senior Secured Revolver due 2018 -- B1 (LGD-3, 32%)

  $330 Million Senior Secured Term Loan B due 2020 -- B1 (LGD-3,
  32%)

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

Ratings Rationale:

Internet Brands' B1 CFR reflects the company's relatively modest
revenue base, limited prospects for deleveraging over the next two
years or so, acquisition growth strategy, and large exposure to
the highly competitive online consumer media segment which may be
susceptible to abrupt changes in advertising spending,
technology/industry standards, content delivery methods as well as
consumer usage patterns. These concerns are offset by Internet
Brands' position as an established online media company that owns
market leading websites with long operating histories and
differentiated content targeted to specific customer groups.
Additional mitigants include the company's exposure to secular
online traffic and digital advertising growth trends, good
diversification within the Consumer Internet segment and low-cost
operating model facilitated by a shared proprietary technology
platform, significant unpaid traffic sources and no-cost content
contributed by website members. Supporting the B1 rating is
Internet Brands' consistent profitability combined with modest
working capital and low capex requirements, resulting in high
conversion of EBITDA to free cash flow.

Given Moody's expectation for modest debt reduction, Moody's
anticipates financial leverage will decline to about 4.1x adjusted
total debt to EBITDA by year end 2013 (from about 4.5x as of
December 2012, pro forma for the contemplated debt refinancing)
principally from EBITDA expansion as Internet Brands experiences
strong organic traffic and continues to acquire small website
properties. Over time, Moody's expects the company to reduce
adjusted leverage to around 3.0x to 3.5x. Moody's expects Internet
Brands to maintain very good liquidity. Since the business model
is highly profitable and requires minimal capital investment, the
company has historically produced positive free cash flow, which
Moody's believes will continue. Liquidity is supported by pro
forma cash balances of about $30 million at closing (cash balances
were around $36 million at December 2012) as well as full access
to a $50 million undrawn revolver.

Rating Outlook

The stable rating outlook reflects Moody's expectation that over
the next 12 to18 months Internet Brands will maintain its position
as a leading online media company with steady growth in average
monthly unique website visitors. The stable outlook also
anticipates that Internet Brands will maintain a low-cost traffic
acquisition model, stable operating margins and steady cash flows.
The stable outlook incorporates Moody's expectation that Internet
Brands will gradually manage down its adjusted leverage to between
3.0x to 3.5x over the next two to three years.

What Could Change the Rating - UP

Ratings could be upgraded if Internet Brands were to increase
scale, maintain its leading market position, demonstrate improved
organic revenue/earnings growth and continue to successfully
integrate acquisitions. An upgrade would also be considered if the
company were to enhance end market diversification and reduce
financial leverage to under 2.5x adjusted total debt to EBITDA on
a sustained basis.

What Could Change the Rating - DOWN

Ratings may be downgraded if Internet Brands' competitive position
were to weaken, advertising revenue declined, acquisitions
exhibited underperformance or marketing and development costs
increased (as measured by revenue and operating margin
performance). Ratings could also deteriorate if the company: (i)
engaged in debt-funded acquisitions that were materially greater
in size than its historical average resulting in adjusted total
debt to EBITDA above 4.5x; (ii) paid sizable dividends that
resulted in negative free cash flow; or (iii) experienced weakened
liquidity.

The principal methodology used in rating Internet Brands, Inc. was
Global Business and Consumer Service Industry 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.

With headquarters in El Segundo, CA, Internet Brands is an
Internet media company that owns a portfolio of over 135 major
websites across seven consumer verticals operating on a single
proprietary platform. The company was purchased by private equity
firm Hellman & Friedman in December 2010 for $639 million. For the
twelve months ended December 31, 2012, revenue totaled $154
million.


INTERNET BRANDS: S&P Assigns Preliminary 'B+' Corporate Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned El Segundo, Calif.-
based online advertising and software service company Internet
Brands Inc. its preliminary 'B+' corporate rating.  The outlook is
stable.

At the same time, S&P assigned Internet Brands' proposed
$380 million senior secured credit facilities a preliminary issue-
level rating of 'B+' (the same as S&P's corporate credit rating on
the company), with a preliminary recovery rating of '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
for lenders in the event of a payment default.  The facility
consists of a $50 million revolver due 2018 and a $330 million
term loan due 2020.  Internet Brands plans to use the debt
proceeds to refinance existing debt and to issue a $127 million
dividend to shareholders.

The 'B+' preliminary corporate credit rating reflects the
company's relatively small size and risks of continuous change in
its businesses, as well as an aggressive financial profile.  S&P
views the company's business risk profile as "weak" because of its
acquisitive growth strategy, the risk of technology obsolescence,
the highly competitive nature of the online advertising subsector,
and relatively low barriers to entry.  In S&P's view, the
company's financial risk profile is "aggressive" based on Internet
Brand's leased-adjusted debt-to-EBITDA ratio, which is consistent
with the indicative ratio between 4x and 5x that S&P associates
with an "aggressive" financial risk profile.  Pro forma for the
transaction, lease-adjusted leverage is 4.4x and EBITDA interest
coverage is 5.1x, based on preliminary results for the fiscal year
ended Dec. 31, 2012.  S&P views the company's management and
governance as "fair."

Internet Brands is primarily an Internet media company that
currently owns and operates more than 135 Web sites serving seven
end markets using a single operating platform in its consumer
Internet segment (approximately 75% of consolidated revenue).
These end markets include auto, legal, health, shopping, travel &
leisure, home & money, and careers.  Auto is the largest
contributor to revenues for this segment at approximately 34%.  No
other segment contributes more than 17% of revenues.  This
concentration in the auto sector could create an element of
cyclicality in the long term.  Despite this concentration, most of
the sites have communities that generate valuable content and
drive usage, as evidenced by the consistent growth in unique
monthly users, which averages more than 100 million per month.
Part of the company's growth strategy within the consumer Internet
segment has been to acquire Web sites that have good content and
Web traffic and to integrate the sites onto one platform.
Historically, the company has been able to realize some cost
synergies related to technology and overhead.  The success of
future acquisitions will rely on the company's ability to
effectively integrate Web sites onto its platform.  In addition,
the company must continuously evolve its business capabilities and
offerings to remain competitive, given the rapid development of
how marketing services are provided online.  The company also
operates a licensing segment (approximately 25% of consolidated
revenue) that primarily offers data and software solutions to the
North American automotive industry.  Roughly 85% of the revenue
from this segment is recurring in nature with typical contract
lengths ranging from one to three years.  The company recently
entered into a 50/50 joint venture called Chrome Data Solutions
that deepens its reach in auto data at the expense of becoming
more concentrated in a subsector that is cyclical in nature.
Continued growth in this segment will likely depend on the
development of new data and software offerings, the cross-sell of
solutions to existing clients, and potential price increase.
There is also a possibility of complementary acquisitions in this
segment.


INUVO INC: NYSE MKT Accepts Listing Compliance Plan
---------------------------------------------------
Inuvo, Inc. on Feb. 21 disclosed that on February 15, 2013 the
NYSE MKT notified the Company that it accepted the Company's plan
of compliance and granted the Company an extension until December
2, 2013, to regain compliance with the NYSE MKT continued listing
standards.  The Company presented its plan of compliance to the
NYSE MKT on December 31, 2012 in response to a notice, dated
November 30, 2012 that the Company was below certain of the NYSE
MKT continued listing standards, as set forth in Section
1003(a)(iii) of the NYSE MKT Company Guide, due to stockholders'
equity of less than $6,000,000 and net losses in its five most
recent fiscal years.  The Company will be subject to periodic
review by NYSE MKT staff during the extension period.  Failure to
make progress consistent with the plan or to regain compliance
with the continued listing standards by the end of the extension
period could result in the Company being delisted from the NYSE
MKT.

                        About Inuvo, Inc.

Inuvo(R), Inc. (nyse mkt:INUV) -- http://www.inuvo.com-- is an
internet marketing and technology company that develops consumer
applications that make using the Internet easier and delivers
targeted advertisements onto Web sites owned by partners and the
company.


JACKSONVILLE BANCORP: Sandler O'Neill Holds 5% Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Sandler O'Neill Asset Management, LLC, and
Terry Maltese disclosed that, as of Dec. 31, 2012, they
beneficially own 333,333 shares of common stock of Jacksonville
Bancorp, Inc., representing 5.66% of the shares outstanding.
A copy of the filing is available at http://is.gd/Z4FuNZ

                     About Jacksonville Bancorp

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

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

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

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


LAGUNA BRISAS: Parties Agree on $12-Mil. Value of Spa Hotel
-----------------------------------------------------------
Laguna Brisas notified the U.S. Bankruptcy Court for the Central
District of California that a stipulation entered with Wells Fargo
Bank, N.A., et al., has resolved its motion to determine value of
the commercial real property.

On Aug. 25, 2012, the Debtor requested that the Court determine
that the value of the Laguna Brisas Spa and Hotel in Laguna Beach
California is $15 million.

Pursuant to the stipulation, the Debtor, Wells Fargo, as trustee
for the registered holders of Banc of America Commercial Mortgage
Inc., Commercial Mortgage Pass-Through Certificates, series 2006-3
by and through CWCapital Asset Management LLC, solely in its
capacity as special services, the senior secured creditor in the
case, Kay Nam Kim and Mehrdad Elie, agree that the value of the
property for purposes of resolving the motion is $12 million.

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Campbell, since Oct. 3, 2011.

M. Jonathan Hayes, Esq., at the Law Office of M. Jonathan Hayes
represents the Debtor in its restructuring effort.  Johnny Kim,
Esq. -- no relation to the Debtor's insider, "Andy" Kim --
represents the Debtor as special counsel.  The Debtor disclosed
$15,097,815 in assets and  $13,982,664 in liabilities.

The petition was signed by Dae In "Andy" Kim, managing member.

The Debtor's Plan provides that Wells Fargo Bank will be
paid in full, at a contract interest rate of 6.23%, or roughly
$57,000 per month.  General unsecured claims will be paid in full,
pro-rata, in monthly installment of $43,000 over 58 months.
General unsecured claims, which are impaired under the Plan, are
estimated to aggregate $2.475 million.

The Court has scheduled a hearing on the Debtor's Disclosure
Statement on Feb. 21, 2013, at 10:30 a.m.


LBI MEDIA: S&P Raises Corp. Credit Rating to 'CCC'; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Burbank, Calif.-based LBI Media Inc. (LBI) to 'CCC' from
'SD'.  The outlook is negative.

At the same time, S&P assigned LBI Media Holdings Inc. (Holdings)
an issuer rating of 'CCC'.  The outlook is negative.

S&P also raised the issue-level rating on LBI's 8.5% senior
subordinated notes due 2017 to 'CC' from 'D'.  The recovery rating
on this debt remains unchanged at '6', indicating S&P's
expectation for negligible (0% to 10%) recovery in the event of a
payment default.

At the same time, S&P assigned LBI's new pay-in-kind (PIK) toggle
second-priority secured subordinated notes due 2020 and Holding's
new 11% senior notes due 2017 S&P's 'CC' issue-level rating, with
a recovery rating of '6', indicating S&P's expectations for
negligible (0% to 10%) recovery in the event of a payment default.

The issue-level rating on the company's 10% senior secured notes
due 2019 (previously 9.25% senior secured notes) remains 'CCC'.
The recovery rating on this debt remains unchanged at '3' (50% to
70% recovery expectation).

The upgrade reflects LBI's completion of its distressed debt
exchange.  The exchange reduced pro forma leverage, as of
Sept. 30, 2012, to 20.5x from about 23.5x, reduced cash interest
by about 25%, and extended the maturity of about $115 million of
debt (about $184 million of pre-exchanged principal) from 2017
to 2020.  Even after the exchange, pro forma cash interest
coverage was fractional at about 0.65x.

The 'CCC' rating reflects LBI's unsustainable capital structure,
its near-term liquidity and refinancing hurdles, and S&P's
expectation of ongoing discretionary cash flow deficits.  The
negative outlook reflects execution risks relating to sales of
KTCY-FM and LBI's Los Angeles real estate.  S&P views these
proceeds as important to LBI funding its short-term liquidity
needs.  Additionally, the company is subject to refinancing risk
since new restricted payments covenants limit cash distributions
from unrestricted cash balances to Holdings to about $4.2 million
to repay the 11% senior discount notes at maturity on Oct. 15,
2013.  S&P expects the company will need to issue additional
subordinated debt or equity, which S&P estimates to have
"negligible" recovery value, to obtain additional cash to refund
the discount notes at maturity.

S&P views LBI's business risk profile as "weak" (as per S&P's
criteria), given its cash flow concentration in a small number of
large U.S. Hispanic markets, intense competition for audiences and
advertisers from much larger rivals like Univision Communications
Inc., and risks surrounding its Estrella TV network.  S&P views
the company's financial risk profile as "highly leveraged."  S&P
expects EBITDA coverage of interest to remain less than 1x over
the intermediate term, causing LBI to rely on asset sale proceeds
and revolver availability to meet a portion of cash interest
payments.


LEHMAN BROTHERS: 50 Lawsuits Stayed for Another Six Months
----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan granted Lehman Brothers
Holdings Inc. another six-month stay on more than 50 lawsuits
involving the company.

In a February 15 decision, the bankruptcy court extended the stay
to July 20, 2013, allowing the company and the unsecured
creditors' litigation committee to settle the lawsuits.

The stay has not only allowed Lehman to make "substantial
progress" toward settlement of the lawsuits but also allowed the
company to settle disputes through what it calls alternative
dispute resolution program.  The program has recovered more than
$1.35 billion for the Lehman estate as of December 21, according
to court filings.

Lehman filed the lawsuits in 2010 to recover funds from more than
200 pre-bankruptcy transactions involving the company.

                    About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: European Unit Comments on "Customer Claims"
------------------------------------------------------------
The administrators of Lehman Brothers International (Europe)
filed a limited response and reservation of rights with respect
to a request dated April 6, 2012, which seeks an order confirming
the determination of Lehman Brothers Inc.'s trustee that claims
arising out of repurchase agreements between the brokerage and
certain claimants are not customer claims.

Anthony Victor Lomas, Steven Anthony Pearson, Derek Anthony
Howell, Paul David Copley and Russell Downs were appointed as
administrators of LBIE pursuant to orders of the High Court
Chancery Division of England and Wales.

The administrators do not take a position on whether the Court
should grant the request or not because as the Court knows, LBIE
and LBI have reached an agreement in principle that would resolve
LBIE's claims, Timothy Graulich, Esq., at Davis Polk & Wardwell
LLP, in New York -- timothy.graulich@davispolk.com -- asserts.
He notes that the parties are in the final stages of negotiating
definitive documentation, but that process is not yet complete.

Accordingly, Mr. Graulich says, the administrators submit the
response to request that the Court refrain from addressing
certain unnecessary arguments made by the trustee that, if
accepted, could prejudice LBIE's claims before the Court should
there be a need to adjudicate or resolve those claims in the
future.

                    About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Settles Dispute With Aozora Bank for $470 Million
------------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Lehman Brothers
Holdings Inc. settled a dispute with Aozora Bank Ltd., granting
the former lender to Lehman's Japanese unit an unsecured guarantee
claim of almost $470 million.  The bank agreed to give up an
additional claim to collateral, Lehman said in a Feb. 19 federal
court filing in 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.


LIBERACE FOUNDATION: Hires Nedda Ghandi as Attorney
---------------------------------------------------
Liberace Foundation for the Creative and Performing Arts mid-
January filed an amended application to employ Nedda Ghandi, Esq.,
of Ghandi Law Offices as attorney under a general retainer.

The Debtor attests that to the best of its knowledge, the firm
does not hold or represent an interest adverse to the estate and
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The firm collected a $20,000 retainer, of which $15,000 has been
applied for work performed prepetition.  After deducting the
$1,046 filing fee, a balance of $3954 remains in the retainer
account.

The current rates changed by the firm's professionals rendering
services are:

   a. Not exceeding $300 per hour for attorneys;
   b. Not exceeding $175 per hour for law clerks;
   c. Not exceeding $125 per hour for paralegal.

                     About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIBERTY INTERACTIVE: Fitch Affirms 'BB' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed all the ratings of Liberty Interactive
LLC and QVC Inc., including the companies' 'BB' Issuer Default
Ratings (IDRs).

Fitch's IDRs for Liberty and QVC reflect the consolidated legal
entity/obligor credit profile, rather than the Liberty
Interactive/Venture tracking stock structure. Based on Fitch's
interpretation of the Liberty bond indentures, the company could
not spin out QVC without consent of the bondholders, based on the
current asset mix at Liberty. QVC generates 85% and 96% of
Liberty's revenues and EBITDA, respectively. In addition, Fitch
believes QVC makes up a meaningful portion of Liberty's equity
value. Any spin off of QVC would likely trigger the 'substantially
all' asset disposition restriction within the Liberty indentures.

The consolidated legal/obligor credit view may change over time if
the Liberty Ventures assets become a more meaningful portion of
the consolidated Liberty asset mix/equity value. At that point,
Fitch may adopt a more hybrid rating analysis, taking into
consideration the attribution of assets and liabilities within
each tracking stock. Fitch does not expect this to occur in the
near or intermediate term.

The ratings reflect Fitch's expectation that the company will
continue to manage leverage on a Liberty consolidated basis. Fitch
expects Liberty's gross unadjusted leverage to be managed at 4
times (x) and QVC unadjusted gross leverage to be managed at 2.5x.

As of Sept. 30, 2012, Fitch calculates QVC's unadjusted gross
leverage at 1.9x and Liberty's unadjusted gross leverage at 3.9x.
Pro forma for the redemption (scheduled for March 8, 2013) of the
$414 million in 3.25% exchangeable debentures due in 2031
(exchangeable for Viacom and CBS shares), Liberty's unadjusted
gross leverage is 3.7x. While Fitch expects EBITDA growth would
lead to reduced leverage, Fitch expects Liberty to manage leverage
closer to its target levels over the long term. Currently, there
is financial flexibility for debt funded acquisition and/or share
repurchases.

Fitch rates both QVC's senior secured bank credit facility and the
senior secured notes 'BBB-' (two notches higher than QVC's IDR).
The secured issue ratings reflects what Fitch believes would be
QVC's standalone ratings. Fitch expects that the ratings would
remain unchanged in the event that the remaining security is
released.

The ratings incorporate the risk of continued acquisitions at
Liberty Interactive. Fitch recognizes that there is a risk of an
acquisition of HSN Inc. However, depending on how the transaction
is structured, and the company's commitment to returning QVC's or
Liberty's leverage to 2.5x and 4x, respectively, ratings may
remain unchanged.

Operating Performance
The ratings reflect the solid operating performance at QVC with
total September 2012 year to date revenues and EBITDA up 3.6% and
6.2% respectively. As of this time frame, QVC Germany was the only
region to endure revenue declines, down 11.8% (down 3.6% on a
local currency basis). The geographic diversification of QVC
provides the credit cushion to endure cyclical declines in the
German region. The ratings incorporate the cyclicality inherent in
QVC's business / retail industry.

Fitch recognizes QVC's ability to manage product mix and adapt to
its customers shopping preferences. QVC has managed to grow
revenues over the last three years and manage Fitch calculated
EBITDA margins in the 20% to 22% range over that same time frame.
Fitch believes that QVC will be able to continue to grow revenues
at least at GDP levels going forward. Fitch models low to mid-
single digit revenue growth at both QVC and at Liberty
consolidated.

QVC EBITDA margin fluctuation is driven in part by the product mix
and will likely fluctuate over time as the product mixes changes.
However, Fitch believes, over the next few years, QVC's EBITDA
margins will remain in this historical 20% to 22% range.

Liberty's e-commerce companies continue to have healthy revenue
growth with 14.5% growth in the YTD period. However, EBITDA has
been significantly pressured, down 17.6% due to increased
promotional activity to move seasonal inventory and increased
spending on advertising and marketing. While margins and EBITDA
levels have been negatively affected, they remain positive and
contribute positive cash flows to the consolidated credit. These
businesses are relatively small in size, accounting for 6% of
consolidated Liberty EBITDA. Fitch does not ascribe a material
weight to the e-commerce businesses when assessing the
consolidated credit profile.

Liquidity and Maturities

Fitch believes liquidity at Liberty Interactive will be sufficient
to support operations and QVC's expansion into other markets.
Acquisitions and share buybacks are expected to be a primary use
of free cash flow (FCF).

Fitch believes that there is sufficient liquidity and cash
generation (from investment dividends and tax sharing between
Liberty Interactive and Liberty Ventures) to support debt service
and disciplined investment at Liberty Venture. Fitch recognizes
that in the event of a liquidity strain at Liberty Ventures,
Liberty Interactive could provide funding to support debt service
to Liberty Ventures (via intercompany loans), or the tracking
stock structure could be collapsed.

Fitch notes that cash can travel throughout all entities
relatively easily (although the tracking stock structure adds a
layer of complexity, Liberty LLC has in the past reattributed
assets and liabilities). Fitch believes that resources at QVC
would be used to support Liberty LLC, and vice versa, if ever
needed.

As of Sept. 30, 2012, liquidity for Liberty included $1.8 billion
in cash and $1.1 billion available under the QVC credit facility,
which expires in September 2015. Fitch calculates FCF of $979
million for the last 12 months ended Sept. 30, 2012. Based on
Fitch's conservative projections, Fitch expects Liberty's FCF to
be in the range of $750 million to $900 million.

In addition, Fitch calculates $5.5 billion in public holdings.
Fitch believes these assets could be liquidated in the event that
Liberty needed additional liquidity.

Liberty's near-term maturities include $1.1 billion of
exchangeable debentures that may be put to the company in 2013 and
approximately $279 million in senior notes maturing in 2013. As
noted above, the company intends to redeem its 3.25% exchangeable
debentures in March 2013. Fitch believes Liberty has sufficient
liquidity (including the Time Warner basket of stocks) to handle
these maturities and redemption.

QVC Security

The QVC facility and notes benefit from a security interest in the
capital stock of QVC and are guaranteed by QVC's material and
domestic subsidiaries. The secured collateral may be removed as
QVC's leverage has been below 2x for two consecutive fiscal
quarters, as permitted under the company's credit agreement. The
collateral package would be reinstated for both the banks and the
senior notes in the event that last 12 months leverage exceeded 3x
for two consecutive quarters.

Rating Sensitivities

Positive Rating Actions: Fitch believes that the current financial
policy is consistent with the current ratings. If the company were
to manage to more conservative leverage targets, ratings may be
upgraded.

Negative Rating Actions: Conversely, changes to financial policy
(including more aggressive leverage targets) and asset mix changes
that weakened bondholder protection, could pressure the ratings.
While unexpected, revenue declines in excess of 10% that
materially drove declines in EBITDA and FCF and resulted in QVC
leverage exceeding 2.5x would likely pressure ratings.

Fitch has affirmed these ratings:

Liberty
-- IDR at 'BB';
-- Senior unsecured debt at 'BB'.

QVC
-- IDR at 'BB';
-- Senior secured debt at 'BBB-'.

The Rating Outlook is Stable.


LIGHTSQUARED INC: Has Access to Cash Collateral Until Dec. 31
-------------------------------------------------------------
Judge Shelley Chapman of the U.S. Bankruptcy Court for the
Southern District of New York has signed an order allowing
LightSquared Inc. to continue to use cash collateral through Dec.
31, 2013.

In a Feb. 19 decision, Judge Chapman authorized LightSquared to
use the cash collateral of lenders under a credit agreement dated
October 1, 2010, in a manner consistent with the expenditure line
items stated in the budget, a copy of which can be accessed for
free at http://is.gd/Fmbg4o

LightSquared will use the cash collateral for working capital and
other general corporate purposes, and payment of administrative
costs and pre-bankruptcy expenses approved by the bankruptcy
court.  A full-text copy of the amended final cash collateral
order is available for free at http://is.gd/BzndGb

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIVINGSOCIAL: Gets $110MM Emergency Debt Infusion From Investors
----------------------------------------------------------------
LivingSocial has just received $110 million in emergency financing
from some of its existing investors on Feb. 21, in a last ditch
attempt to save the privately-held daily deals company from
imminent financial ruin, PrivCo has confirmed exclusively, until
the company can be sold by year's end to recoup whatever is still
possible.

PrivCo exclusively confirmed the terms of the distressed financing
(which was NOT a "new VC round" as has been widely misreported)
with both a senior executive at LivingSocial familiar with the
transaction, as well as a current LivingSocial venture capital
investor participating in the new emergency debt financing.

Distressed Financing Included The Following Onerous Terms (PrivCo
Exclusive):

        -- LIVINGSOCIAL Issued A New Complex Class of Convertible
Debt Securities, Convertible Into a New Class of Preferred Stock
With More New Preferences -- EQUITY or stock was NOT issued as
widely misreported

        -- "Super liquidation preferences" of several times the
$110 Million in debt

        -- A large issuance of "Super-Warrants" for still more
shares in LivingSocial attached to the Secured Convertible Debt

        -- Double-digit annual cash dividends to be paid by
LivingSocial

        -- Re-pricing of participating investors' previous rounds

PrivCo's Hamadeh concluded: "LivingSocial's issuance of this
onerous emergency debt financing effectively means that its most
recent investors entirely control the equity of the company.
LivingSocial essentially threw itself at the mercy of its
investors -- who had already sunk over $823 million in the company
before today's $110 million additional lifeline -- to avoid a
total collapse of the company that would have occurred within
days. Regardless, this will likely be LivingSocial's -- and the
daily deals bubble's -- final gasp."

                          About PrivCo

Based in New York, PrivCo is a provider of private company
financial data and business research.  PrivCo publishes exclusive
financial data on over 168,000 private companies, as well as over
51,000 private company deal details, including private company
mergers & acquisitions, private equity and venture capital
investments, leveraged buyouts, pre-IPO activity, restructurings,
and more.

LivingSocial -- https://www.livingsocial.com/ -- is a deal-of-the-
day Web site that features discounted gift certificates usable at
local or national companies.  Based in Washington, D.C.,
LivingSocial now has more than 70 million members around the
world.


LSP ENERGY: Keeps Sole Control Over Chapter 11 Case
---------------------------------------------------
Patrick Fitzgerald at Dow Jones' DBR Small Cap reports that LSP
Energy won court approval to keep control over its bankruptcy case
while it awaits regulatory approval of the $272.6 million sale of
its Mississippi power plant.

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.


LYMAN HOLDING: Deloitte Tax to Prepare Tax Returns for 2012
-----------------------------------------------------------
Lyman Holding Company, et al., filed with the Bankruptcy Court a
supplemental application to employ Deloitte Tax LLP in order for
the firm to prepare federal and state tax returns for 2012.

The Debtors previously sought and obtained approval to hire
Deloitte Tax to prepare 2011 federal and state tax returns.

Deloitte Tax will submit its bills monthly to the Debtors and will
be reimbursed for its out-of-pocket expenses and paid for work
performed on an hourly basis.  Deloitte Tax's professionals will
charge hourly rates ranging from $200 to $550.

Mara Proell attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                        About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


MASCO CORP: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------
Fitch Ratings has affirmed Masco Corporation's (NYSE: MAS)
ratings, including the company's Issuer Default Rating (IDR) at
'BB'. The Rating Outlook is Stable.

Key Rating Drivers

The ratings reflect Masco's leading market position with strong
brand recognition in its various business segments, the breadth of
its product offerings, and solid liquidity position. Risk factors
include sensitivity to general economic trends, as well as the
cyclicality of the residential construction market.

The company's credit metrics for 2012 improved relative to 2011
levels. Leverage as measured by debt to EBITDA declined from 6.9x
at the end of 2011 to 5.1x at year-end 2012. Interest coverage
increased to 2.8x for fiscal 2012 compared with 2.3x for fiscal
2011. While these credit metrics are weak for the rating category,
the rating affirmation reflects Fitch's expectation that Masco's
financial results and credit metrics will improve again this year
as the housing and home improvement markets continue their
moderate recoveries. Fitch projects leverage will be slightly
above 4x and interest coverage will be at 3.5x at the end of 2013.

The Stable Outlook reflects the expected continued improvement in
housing and home improvement markets in 2013. The Stable Outlook
also reflects the company's solid liquidity position. Masco ended
the year with $1.35 billion of cash on the balance sheet and $873
million of availability under its $1.25 billion unsecured
revolving credit facility that matures in January 2014. Fitch
expects Masco's cash balance at the end of 2013 will remain above
$1 billion.

EXPECTED CONTINUED IMPROVEMENT IN MASCO'S U.S. END-MARKETS

The company markets its products primarily to the residential
construction market. During 2012, management estimates that 73% of
its sales were directed to the repair and remodel segment, with
the remaining 27% to the new construction market. Sales to North
America accounted for about 78% of total revenues.

Fitch's housing forecasts for 2013 assume a modest rise off a very
low bottom. In a slowly growing economy with somewhat diminished
distressed home sales competition, less competitive rental cost
alternatives, and new and existing home inventories at
historically low levels, 2013 total housing starts should improve
about 18.6% to 925,000, while new home sales increase
approximately 22% and existing home sales grow 7.7%.

Fitch projects home improvement spending will grow 4% this year.
Growth patterns in the intermediate term are likely to be below
what the industry experienced during the previous housing boom and
the early part of the past decade due to the slower expansion in
the U.S. economy and only moderately better housing market
conditions.

Growth in this segment will also be restrained by tight bank
lending standards, which will make it difficult for homeowners to
use credit to finance large remodeling projects. As such, Fitch
expects spending for big-ticket remodeling projects to lag the
overall growth in the home improvement sector.

MANAGEMENT DISCIPLINE

Masco has taken steps to improve its balance sheet. The company
supported its dividend and was an aggressive purchaser of its
stock from 2003-2007, spending roughly $1.2 billion annually, on
average, in share repurchases and dividends during this period.
Masco has not repurchased stock since July 2008 and has put its
share repurchase program on hold, except for repurchases to offset
the dilutive effect of stock grants. In 2009, Masco also reduced
its quarterly dividend from $0.235 per common share ($0.94
annually) to $.075 per share ($0.30 annually), saving
approximately $225 million per year.

Fitch expects the company will preserve its strong liquidity
position and refrain from meaningful share repurchases through at
least this year.

STRONG LIQUIDITY POSITION

The company continues to have a solid liquidity position. Masco
ended the year with $1.35 billion of cash on the balance sheet and
$873 million of availability under its $1.25 billion unsecured
revolving credit facility that matures in January 2014. Fitch
expects Masco to have continued access to this facility as the
company currently has sufficient cushion under the required
covenants.

The company has $200 million of notes coming due in August 2013,
which it intends to repay with cash on hand. Fitch expects Masco
to continue to have cash in excess of $1 billion by year-end 2013.

Masco's historically strong free cash flow (FCF - Cash flow from
operations less capital expenditures and dividends) generation
diminished in 2011 and 2012 due to lower margins and
profitability. During 2000 - 2010, Masco generated FCF in excess
of $5.7 billion (Masco generated FCF of $220 million in 2010 and
$414 million in 2009). The company was slightly FCF negative
during 2011 and generated $55 million of FCF during 2012. Fitch
currently expects Masco will generate between $150 million and
$200 million of FCF during 2013.

RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad housing
and home improvement market trends, as well as company specific
activity, particularly free cash flow trends and uses.

The company's ratings are constrained in the near term because of
the high leverage levels. However, a Positive Rating Outlook may
be considered in the next 6-12 months if housing continues to
rebound and the company's credit metrics are trending toward
leverage levels close to 4x and interest coverage above 3.5x. An
upgrade in the next 12-24 months may be considered if the
company's leverage declines below 3.5x and interest coverage is
consistently above 4.5x.

Negative rating actions could occur if the recoveries in Masco's
end-markets are not sustained, leading to weaker than expected
credit metrics. In particular, Fitch may consider a negative
rating action if the company's leverage approaches 7x and interest
coverage falls below 2.5x.

Fitch has affirmed the following ratings for Masco with a Stable
Outlook:
-- Long-term IDR at 'BB';
-- Senior unsecured notes at 'BB';
-- Unsecured bank credit facility at 'BB'.


MCCLATCHY CO: S&P Revises Outlook to Positive; Affirms 'B-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
The McClatchy Co. to positive from stable.  At the same time, S&P
affirmed all existing ratings on the company, including the 'B-'
corporate credit rating.

The outlook revision reflects S&P's expectation that the company
may be able to maintain its financial profile and improved
liquidity, as debt reduction may somewhat offset weaker operating
performance resulting from the secular decline in print
advertising revenue.  In December 2012, the company refinanced its
$846 million 11.5% senior secured notes due 2017, extending the
bulk of 2017 maturities to 2022 while slightly reducing interest
expense.  In addition, the revolving credit agreement, which was
due in July 2013, was expanded to $75 million in December 2012
from $36 million and extended until 2017, providing liquidity for
general corporate purposes.  The facility's leverage ratio
covenant has its final step-down on March 31, 2013, and S&P
believes the margin of compliance will continue to remain adequate
as debt reduction and modest growth in dividends from the
company's Internet minority interests will partially offset
operating weakness.

The corporate credit rating on Sacramento, Calif.-based The
McClatchy Co. reflects high leverage, ongoing revenue declines due
to the shift of news consumption and advertising to digital media,
and the company's exposure to weak economic conditions.  Standard
& Poor's anticipates that credit measures will gradually
deteriorate because of continued secular pressure on the business,
despite efforts at cost restructuring and development of new
digital revenue.  The company has a "highly leveraged" financial
profile, according to S&P's criteria, because of its high debt-to-
EBITDA ratio, and its expectation of gradually rising leverage and
declining discretionary cash flow over the long term.  S&P assess
the company's management and governance as "fair."

McClatchy is the third largest newspaper publisher in the U.S. in
circulation, with a portfolio of 30 daily newspapers in six
regions.  The company has important minority equity investments in
two growing online companies: 15% in CareerBuilder LLC, in the
employment sector, and in the auto and real estate sectors, 25.6%
of Classified Ventures LLC.  The company has received increasing
dividends from its Internet equity investments since 2010.  The
company's publications generally have limited direct competition
from other newspapers, but face a long-term decline in advertising
market share to online media.  S&P also expects circulation will
continue to decline for the foreseeable future, reflecting
increasing consumer use of the Internet and other media for news
and information.

The positive rating outlook reflects S&P's expectation that the
company will continue to generate meaningful discretionary cash
flow in 2013 and in 2014, providing the ability to reduce debt and
maintain its financial profile despite unfavorable secular trends.
S&P would consider an upgrade of the corporate credit rating to
'B' if S&P become convinced that the company will be able to
maintain debt leverage below 6.25x and maintain at least a 15%
margin of compliance with its debt leverage covenant.

Upgrade potential could be derailed, leading to a revision of the
outlook to stable, in the event of an acceleration of advertising
revenue declines, contributing to weaker operating performance and
shrinking discretionary cash flow.


MERRIMACK PHARMACEUTICALS: Credit Suisse Owns 5% of Common Shares
-----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Feb. 14, 2013, Credit Suisse AG disclosed that it
beneficially owns 5,097,450 shares of common stock of Merrimack
Pharmaceuticals Inc. representing 5.41% of the shares outstanding.
A copy of the filing is available at http://is.gd/9mQH3z

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

As reported in the TCR on April 9, 2012, PricewaterhouseCoopers
LLP, in Boston, Massachusetts, expressed substantial doubt about
Merrimack Pharmaceuticals' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and has insufficient
capital resources available as of Dec. 31, 2011, to fund planned
operations through 2012.

The Company's balance sheet at Sept. 30, 2012, showed $123.21
million in total assets, $110.19 million in total liabilities,
$222,000 in non-controlling interest, and $12.79 million in total
stockholders' equity.


MERUS LABS: Reports C$298,000 Net Income in Fiscal 1st Quarter
--------------------------------------------------------------
Merus Labs International Inc. reported net income of C$297,541 on
C$7.0 million of revenues for the three months ended Dec. 31,
2012, compared with a net loss of C$295,444 on C$312,363 of
revenues for the three months ended Dec. 31, 2011.

The Company's 2011 results were primarily related to the Company's
previous merchant banking business and included gains on
investments net of operating expenses.  Upon the amalgamation of
Old Merus and Envoy, the Company ceased its merchant banking
business and continued on with the business of Old Merus, which
included acquiring, selling and distributing specialty
pharmaceutical products.  Therefore, the Company's results for the
three months ended Dec. 31, 2011, include net sales of
prescription drugs from Dec. 20, 2011 (amalgamation) to Dec. 31,
2011 less operating expenses.

The Company's balance sheet at Dec. 31, 2012, showed
C$91.2 million in total liabilities, C$53.5 million in total
liabilities, and stockholders' equity of C$37.7 million.

"For the three months ended Dec. 31, 2012, the Company had a net
income of C$297,541 and positive cash flow from operations of
C$1,577,085, but negative net current assets of $18,436,017.  In
addition, one of the Company's products is contending with the
recent emergence of a generic competitor.  These uncertainties
cast substantial doubt upon the Company's ability to continue as a
going concern."

A copy of the First Quarter Report Fiscal 2013 for the three
months ended Dec. 31, 2012, is available at http://is.gd/wdJ8CT

                          About Merus Labs

Toronto, Canada-based Merus Labs International Inc. is a specialty
pharmaceutical company engaged in the acquisition and licensing of
legacy-branded prescription pharmaceutical products.

                           *     *     *

As reported in the TCR on Jan. 7, 2013, Deloitte & Touche LLP, in
Toronto, Canada, expressed substantial doubt Merus Labs
International Inc.'s ability to continue as a going concern in its
report on the consolidated financial statements of the Company for
the year ended Sept. 30, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations.


METAL SERVICES: Moody's Says Term Loan Add-on is Credit Positive
----------------------------------------------------------------
Moody's Investors Service reports that Metal Services LLC's
proposed add-on term loan is a modest credit positive.

Moody's most recent action on Metal Services was on November 7,
2012, when it downgraded the company's Corporate Family Rating and
Probability of Default Rating to B2 from B1, and assigned B1
ratings to the company's proposed $305 million senior secured
credit facilities.

Headquartered in Kennett Square, Pennsylvania, Metals Services LLC
provides on-site steel mill services. The company was founded by
CEO Douglas Lane in 2006 and has been majority-owned by private
equity firm Olympus Partners since 2009.


MF GLOBAL: Seeks to Subordinate, Reclassify 627 Equity Claims
-------------------------------------------------------------
Louis Freeh, the trustee of MF Global Holdings Ltd., asked the
U.S. Bankruptcy Court for the Southern District of New York to
issue an order subordinating or reclassifying 627 claims.

The trustee objects to the equity claims on two grounds: (i)
holders of common stock are not creditors of the holding company,
and (ii) to the extent that the claims assert damages arising from
the purchase or sale of common stock, such claims must be
subordinated and reclassified as equity interests.  The claims are
listed at:

   http://bankrupt.com/misc/MFG_1stOO_156EquityClaims.pdf
   http://bankrupt.com/misc/MFG_2ndOO_157EquityClaims.pdf
   http://bankrupt.com/misc/MFG_3rdOO_157EquityClaims.pdf
   http://bankrupt.com/misc/MFG_4thOO_157EquityClaims.pdf

A court hearing is scheduled for April 18.  Objections are due by
April 11.

                          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.


MONTANA ELECTRIC: Plan Outline Hearing on March 26
--------------------------------------------------
Lee Allen Freeman, the trustee for Southern Montana Electric
Generation & Transmission Cooperative Inc., will seek court
approval of his reorganization plan's explanatory disclosure
statement, at a hearing scheduled for March 26, according to
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News.

Objections to the adequacy of the information in the disclosure
statement must be filed by March 19.  Approval of the disclosure
statement would allow creditors to vote on the proposal and allow
the trustee to schedule a confirmation hearing on the bankruptcy-
exit plan.

As reported in the Feb. 20, 2013 edition of the TCR, according to
the Disclosure Statement, the reorganized company will continue to
operate under a 10-year, all requirements power supply agreement
that will replace a prepetition, long-term power supply agreement
with PPL Montana.

Under the new contract, the Reorganized Debtor expects to save
more than $100 million as compared to what it would have had to
pay under the PPL contract.  The savings will be channelled to pay
off the Debtor's debt on Highwood Generating Station.

The Plan impairs all claims, except for priority non-tax claims,
which will be paid in full on the effective date of the Plan, and
claims and interests held by members.

A full-text copy of the Disclosure Statement, dated Feb. 15, 2013,
is available for free at:

            http://bankrupt.com/misc/smegtc_ds0215.pdf

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MORGANS HOTEL: BofA Ceases to Hold 5% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Bank of America Corporation, directly and on
behalf of certain subsidiaries, disclosed that, as of Dec. 31,
2012, it has ceased to be the beneficial owner of more than 5% of
the outstanding shares of common stock of Morgans Hotel Group Co.
Bank of America previously reported beneficial ownership of
1,749,198 common shares or a 5.69% equity stake as of Dec. 30,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/WPT17d

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $577.02
million in total assets, $702.21 million in total liabilities,
$6.39 million in redeemable noncontrolling interest, and a
$131.58 million total deficit.


MORGANS HOTEL: Long Pond Discloses 6% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Long Pond Capital, LP, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
1,969,989 shares of common stock of Morgans Hotel Group Co.
representing 6.3% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/6SeoIK

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $577.02
million in total assets, $702.21 million in total liabilities,
$6.39 million in redeemable noncontrolling interest, and a
$131.58 million total deficit.


MOTORS LIQUIDATION: $1.4BB Net Assets in Liquidation at Dec. 31
---------------------------------------------------------------
Motors Liquidation Company GUC Trust filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing $1.75 billion in total assets, $366.80 million in
total liabilities and $1.38 billion in net assets in liquidation
as of Dec. 31, 2012.  A copy of the Form 10-Q is available for
free at http://is.gd/QKb1ND

                      About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MPG OFFICE: DW Investment Owns 9% of Pref. Shares 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 937,893 shares of 7.625% Series A Cumulative
Redeemable Preferred Stock, $0.01 par value of MPG Office Trust,
Inc., representing 9.6% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/OjDhme

                       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.


MSR RESORT: Bid to Assume Resigned Member Contracts Challenged
--------------------------------------------------------------
Paul B. Abramson, a resigned member of PGA West, has filed an
objection to the confirmation of the second amended joint plan of
reorganization filed by MSR Hotels & Resorts.

Mr. Abramson, representing himself, claims that the Debtors err in
their assertions that the Court, having approved a settlement
agreement, has determined: (i) that contracts between PGA West and
Resigned Members are executory; and (ii) those contracts have been
amended by the Settlement Agreement.  Mr. Abramson has been
provided notice of the intent of the Debtors to assume his
contract with the Club.  The right of the Debtors to assume the
contract with the Club hinges upon, and therefore places squarely
at issue, the question of whether or not that contract is
executory.

Mr. Abramson contends that Resigned Member Contracts are not
executory; they were fully performed, with the singular exception
raised by Debtors by the Resigned Member as of the date of
resignation.  The mere fact that the Court has approved the
Settlement Agreement carmot be read to address the issue of
whether or not these contracts are executory.  The rights of the
Club Debtors to continue to unilaterally modify the contract, as
well as those of other Resigned Members, ceased upon resignation;
nothing occurred thereafter which could reasonably be considered
or construed to cause those contracts to be in any state of flux.

Moreover, Mr. Abramson points out that they cannot have been
amended by the Settlement Agreement without active participation
by the Resigned Member affected.  Despite the Debtors' assertion
that the Court had determined that only the provision of the
Settlement Agreement respecting the 50% "haircut" on deposit
reimbursements as new members join was at issue, the Court
expressed its own concern with the more general unilateral
modification issue in the hearing on the matter.

According to the objection, the provisions of the Settlement
Agreement respecting the "haircut" are of limited interest to the
Resigned Members; rather they are principally concerned with
refund of our deposit at our 30-year date or upon death.  Because
the Resigned Members did not believe its contract could be
unilaterally modified by the Club after resignation and because
they had essentially no likelihood of receipt of the reimbursement
subject of the "haircut", the Resigned Members elected not to
respond to the Notice respecting the limited right to opt out of
the haircut provisions only.

As reported in the TCR on Dec. 17, 2012, the Debtors are
soliciting votes for their Chapter 11 plan following a recent
agreement to sell off its five-resort portfolio for $1.5 billion.
The Plan calls for general unsecured creditors to receive full
recovery.

                         About MSR Resort

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

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

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

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

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

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

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

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.


NESBITT PORTLAND: Wins Approval to Use Cash for Hotel Improvements
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
in January entered a final order authorizing Nesbitt Portland
Property LLC, et al., to use cash collateral of lender U.S. Bank
National Association to pay ongoing expenses.

Use of cash will be in accordance with a budget.  No later than 20
days after the end of the month, the Debtors will provide reports
on any variance greater than 5% from the budget for the prior
month.

The Debtors are required to timely make all payments and perform
and complete all actions necessary or appropriate to protect their
hotels against diminution in value, including but not limited to
the payment of mechanics liens, property level expenses, taxes and
insurance.

The cash collateral order also directs U.S. Bank to immediately
release $2,877,780 to be used by the Debtors to implement certain
improvements.

Upon confirmation by Hilton, any or all of the improvements
described as "TV 55" (Public)," "TV Chests," and "Business Center"
are compliant with Hilton's current Brand Standards and new
Property Improvement Plans, the lender will release to the Debtors
funds for each category deemed by Hilton to be compliant to be
used by the Debtors' estates to implement the improvements and for
no other purpose.

The lender will have a replacement lien and superpriority
administrative claims pursuant to Sec. 507(b) of the Bankruptcy
Code to the extent of any diminution in value of its collateral.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.  The eight hotels were pledged by the Debtors as
collateral for the loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
owns and/or operates 23 branded hotels in 11 states across the
U.S.  Windsor Capital is the largest private owner and operator of
Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NEWLEAD HOLDINGS: Piraeus Bank Discloses 6% Stake at Feb. 14
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Piraeus Bank S.A. disclosed that, as of Feb. 14, 2013,
it beneficially owns 46,250,000 shares of common stock of NewLead
Holdings Ltd. representing 6.6% of the shares outstanding.  A copy
of the filing is available at http://is.gd/GO0B1E

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEXSTAR BROADCASTING: R. Yudkoff Owns 91% of B Shares at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Royce Yudkoff and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 4,315,384 shares
of Class B Common Stock that are convertible into Class A Common
Stock of Nexstar Broadcasting Group, Inc., representing 91.8% of
the Class B common stock outstanding.  A copy of the filing is
available for free at http://is.gd/HtjVAc

                 About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


NEXSTAR BROADCASTING: K. Cardwell Owns 6% of A Shares at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Kelly Cardwell disclosed that, as of Dec. 31,
2012, it beneficially owns 1,254,698 shares of Class A Common
Stock, $0.01 par value, of Nexstar Broadcasting Group, Inc.,
representing 6.2% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/9ZtFkb

                 About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


NORTHSTAR AEROSPACE: Court Denies Bid on Escrowed Funds
-------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware denied the motion of NSA (USA) Liquidating
Corp., et al., as vendor representative, and Fifth Third Bank, as
the prepetition agent, for entry of an order that allowed the sale
of substantially all of the assets of Northstar Aerospace.

The parties has moved the Court to enforce the July 24, 2012 order
approving the Northstar Agreement of Purchase and Sale and the
sale of substantially all of the US Vendors' assets to the US
purchaser in conjunction with the sale of substantially all of the
Canadian Vendors' assets to the Canadian purchaser.  Under the
deal, the Debtor sold its assets to Illinois-based private equity
firm Wynnchurch Capital Ltd. for $70 million.  Northstar
Aerosspace (USA) Inc. changed its name to NSA (USA) Liquidating
Corp. following the sale.

The parties related that since the sale order was entered, the
purchasers have failed to satisfy several material obligations
under the sale order and the APA.

Specifically, the parties sought for an order:

  (a) directing the US purchaser to ask that The Private Bank
      release the funds deposited into escrow with the bank to
      cover any cure costs due in respect of the lease,

  (b) ordering the purchasers to account for pre-paid inventory
      received to date and pay the inventory price thereof
      (estimated to be $469,429) and continue to account for and
      reimburse Vendors for the inventory price of future
      deliveries of pre-paid inventory,

  (c) ordering the purchasers to pay the refunded deposits, in the
      amount of $20,111 to the vendors, and

  (d) ordering the purchasers to provide the vendors with access
      to all of their books and records, including without
      limitation the corporate drive and other historical pre-
      closing records, relating to the pre-closing period.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

The names of the Debtors were changed as contemplated by the
approved sale transaction.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  About 60%
of the assets and business are with the U.S. debtors.


NORTHWEST PARTNERS: Fannie Mae Snubs Plan, Insists on Stay Relief
-----------------------------------------------------------------
Federal National Mortgage Association ("Fannie Mae") is defending
its bid for relief from the automatic stay with respect to a Reno,
Nevada property owned by debtor Northwest Partners.

Fannie Mae has requested for authorization to exercise any and all
of its available rights and remedies in and to its collateral,
which consists of certain real and associated personal property
located in Reno, Nevada owned by the Debtor.

Fannie Mae's secured claim as of the petition date is over
$13.3 million dollars yet the Debtor values the property, the
apartment complex in Reno, at only $13.0 million.

On Jan. 3, the Debtor objected to Fannie Mae's motion for relief
from the automatic stay on the property -- a 268-unit low income
residential apartment complex known as the Austin Crest Apartments
at 1295 Grand summit Drive, Reno, Nevada -- asserting that, among
other things, Fannie Mae is not entitled to stay relief because
the property is necessary for an effective reorganization and the
Debtor has proposed a Plan that will likely be confirmed.

Fannie Mae countered, stating that, among other things:

  -- the Debtor fails to comprehend the current status of the
     proceedings and its burden of proof on stay relief issues;

  -- the Debtor's Amended Plan cannot be confirmed;

-- the Debtor has not proven that Fannie Mae is adequately
    protected.

Fannie Mae also requests that the Court immediately terminate the
stay pursuant to Section 362(d)(1) and (2) of the Bankruptcy Code
upon denial of confirmation of Debtor's Amended Plan.

Fannie Mae further requests that the termination be binding upon
conversion to any other chapter under the Bankruptcy Code; that
the Court waive the 14-day stay provided for in Bankruptcy Rule
4001(a).

                     About Northwest Partners

Northwest Partners owns the 268-unit Austin Crest Apartment in
Northwest Reno, Nevada.  It filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011.  Judge Bruce
T. Beesley oversees the case.  The Debtor scheduled $13,513,361 in
assets and $14,135,158 in liabilities.  The petition was signed by
Robert F. Nielsen, president of IDN I, the Debtor's general
partner.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.  Attorneys at Snell &
Wilmer L.L.P., in Las Vegas, Nev., represent Fannie Mae as
counsel.

Under the Plan, the Debtor will continue to operate its business
of leasing its property post-confirmation.  The income generated
will be used to fund the Plan.  The equity owners of the Debtor
will contribute funds as are necessary to implement the Plan.


NPS PHARMACEUTICALS: FMR LLC Discloses 15% Stake at Feb. 13
-----------------------------------------------------------
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 12,997,042 shares
of common stock of NPS Pharmaceuticals Incorporated representing
15% of the shares outstanding.  FMR LLC previously reported
beneficial ownership of 12,912,175 common shares as of Feb. 13,
2012.  A copy of the amended filing is available for free at:

                        http://is.gd/gK4CSk

                      About NPS Pharmaceuticals

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

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

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


NPS PHARMACEUTICALS: Wellington Mgt. Holds 9% 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 8,427,915 shares
of common stock of NPS Pharmaceuticals, Inc., representing 9.73%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/KQIgsj
                      About NPS Pharmaceuticals

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

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

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


NPS PHARMACEUTICALS: Columbia Wanger Owns 12% Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Columbia Wanger Asset Management, L.P.,
disclosed that, as of Dec. 31, 2012, it beneficially owns
10,791,995 shares of common stock of NPS Pharmaceuticals Inc.
representing 12.4% of the shares outstanding.  Columbia Wanger
previously reported beneficial ownership of 11,788,000 common
shares or a 13.6% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available at http://is.gd/EDVv1G

                      About NPS Pharmaceuticals

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

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

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


OFFICE DEPOT: Moody's Revises Outlook on 'B2' CFR to Developing
---------------------------------------------------------------
Moody's Investors Service changed the outlook for Office Depot,
Inc.'s B2 Corporate Family Rating to developing from stable and
affirmed all ratings. The SGL-1 speculative grade liquidity rating
is unchanged.

Ratings affirmed include:

  Corporate family rating at B2

  Probability of default rating at B2-PD

  $250 million senior secured notes due 2019 at B2 (LGD3, 49%)

  $350 million senior unsecured notes due 2013 at Caa1 (LGD6,
  95%)

Ratings Rationale:

"The change in outlook to developing results from Office Depot's
announcement on February 20, 2013 that it was merging with
OfficeMax (B1 CFR) in an all-stock deal structured as a merger of
equals, with equal board representation," stated Moody's Senior
Analyst Charlie O'Shea. "The developing outlook recognizes that it
is very early in the merger process, with shareholder and
regulatory approvals still to be obtained, as well as the
selection of a management team for the combined company, with a
targeted closing date by the end of calendar 2013. Moody's
believes that the positives for Office Depot resulting from the
proposed merger include OfficeMax's commercial capability and
relationship with Boise Cascade."

Office Depot's B2 rating continues to consider its credit metrics,
which remain weak despite recent improvement, and its solid,
though still-challenged, number two position in the office
supplies segment. The rating also considers the difficult
macroeconomic operating environment in the U.S. and Europe, which
continues to compress operating performance. Moody's expects
liquidity to remain very good and remain a critical factor
supporting the B2 rating.

Upward ratings momentum could generate in the event the company is
able to improve the operating profitability of its North American
and International businesses. Ratings could be upgraded if
debt/EBITDA approaches 5.0 times and EBITA/Interest was sustained
above 1.75 times, with liquidity generally maintained at present
levels. Ratings could be downgraded if debt/EBITDA is sustained
above 6 times or if EBITA/interest fell below 1 time. Ratings
could also be downgraded if liquidity were to weaken.

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

Office Depot, Inc. is headquartered in Boca Raton, Florida, and is
a leading retailer of office supplies with annual revenues of
around $11 billion.


OFFICEMAX INC: Moody's Affirms 'B1' CFR After Office Depot Merger
-----------------------------------------------------------------
Moody's Investors Service changed the outlook for OfficeMax,
Inc.'s B1 Corporate Family Rating to developing from stable and
affirmed all ratings. The SGL-1 speculative grade liquidity rating
is unchanged.

Ratings affirmed include:

OfficeMax, Inc.

  Corporate family rating at B1

  Probability of default rating at B1-PD

  Senior unsecured notes, debentures, IRB's at B2 (LGD5, 74%)

  Medium Term Notes at (P) B2 (LGD5, 74%)

American Foreign Power, Inc.

  Senior unsecured debentures at B2 (LGD5, 74%)

Ratings Rationale:

"The change in outlook to developing results from OfficeMax's
announcement on February 20, 2013 that it was merging with Office
Depot (CFR B2) in an all-stock deal structured as a merger of
equals, with equal board representation," stated Moody's Senior
Analyst Charlie O'Shea. "The developing outlook recognizes that it
is very early in the merger process, with shareholder and
regulatory approvals still to be obtained, as well as the
selection of a management team for the combined company, with a
targeted closing date by the end of calendar 2013. Moody's
believes that the positives for Office Max resulting from the
proposed merger include Office Depot's international business."

The B1 rating considers OMX's weak credit metrics, which remain
pressured by continued macroeconomic weakness and an increasingly
competitive operating environment. The company's very good
liquidity position and generally conservative financial policies
provide critical support for the rating. The rating also focuses
on OMX's competitive position and revenue mix - specifically,
despite its number three sales position in the segment, the
company generates 52% of its revenue from its traditionally less
volatile Contract segment. This mix should prove beneficial once
the economy begins to recover. Finally, the rating also considers
the fragmented nature of the office supply segment, as well as the
lack of resilience this segment has demonstrated during the
macroeconomic downturn, and the increasing competitive pressures
it faces from non-traditional retailers such as discount and
dollar stores, as well as the internet.

Ratings could be upgraded if operating performance improves
sufficiently to result in debt/EBITDA being sustained well below 5
times and EBITA/interest being sustained well above 1.5 times.
This also assumes that financial policy remains conservative with
respect to acquisitions and shareholder returns. Ratings could be
downgraded if credit metrics do not continue to improve, or if the
company's financial policy were to become more aggressive either
via debt-financed acquisitions or increased returns to
shareholders. Quantitatively, if debt/EBITDA trends toward 5.5
times, or if EBITA/interest does not remain solidly above 1.25
times, a downgrade could occur.

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

OfficeMax, Inc., headquartered in Naperville, Illinois, is a
leading retailer of office supplies with annual revenues of around
$7 billion.


OLLIE'S HOLDINGS: Moody's Affirms 'B2' CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Ollie's Holdings, Inc.'s
Corporate Family Rating and senior secured term loan rating at B2.
The rating outlook remains stable.

Ratings were affirmed following the company's announcement that it
will seek a $50 million add-on to its existing secured term loan
(increasing it to $275 million). Proceeds from the add-on term
loan will be used to repurchase shares from CCMP and to pay
related fees and expenses.

The following ratings were affirmed:

Ollie's Holdings, Inc.

  Corporate Family Rating of B2

  Probability of Default Rating of B2-PD

  $275 million senior secured term loan B due 2019 at B2 (LGD 4,
  56%)

Ratings Rationale:

The affirmation of the B2 rating reflects that while the $50
million share repurchase will be debt-financed, the company's
metrics will remain at levels appropriate for the B2 rating. The
affirmation also considers the company's continued positive trends
in same store sales and earnings in the second half of 2012 which
Moody's believes are sustainable.

Ollie's B2 Corporate Family Rating takes into consideration its
high financial leverage -- debt/EBITDA (incorporating Moody's
standard analytical adjustments) is expected to be in the high
five times range following this transaction. The rating also
reflects the company's limited scale, with LTM sales of around
$467 million, and its narrow geographic focus, with 132 stores
across 13 states primarily in the eastern United States. The
ratings take into consideration the consistent organic revenue
growth of the company, primarily through new store openings, and
consistent double-digit EBITDA margins. The ratings also reflect
Moody's expectations the company will maintain its good overall
liquidity profile, which will enable it to continue to invest in
continued store growth.

The B2 rating assigned to the company's secured term loan B
reflects its first lien position on substantially all assets of
the company, other than accounts receivable and inventories, which
are pledged on a first-lien basis to the company's (unrated) $75
million asset based revolver.

The stable outlook reflects Moody's expectations that Ollie's
financial leverage will remain high as it invests free cash flow
primarily into expansion of its new store base at a pace
consistent with historical trends.

Ratings could be upgraded if the company were to continue to
profitably expand its store base over time while also seeing
improvement in credit metrics. Quantitatively, ratings could be
upgraded if the company demonstrated the ability and willingness
for debt/EBITDA to be sustained in the high four times range while
also maintaining a good overall liquidity profile.

Ratings could be downgraded, or the outlook revised to negative,
if the company were to see a reversal of positive trends in same-
store sales, or operating margins were to erode. This would most
likely occur if the company's continued store expansion resulted
in higher levels of cannibalization of sales at existing sources,
or if the company were to experience constraints sourcing
merchandise. Ratings could also be downgraded if the company's
good liquidity profile were to erode. Quantitatively, ratings
could be lowered if debt/EBITDA was sustained above 6 times or
interest coverage approached 1.5 times.

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

Headquartered in Harrisburg, PA, Ollie's Holdings, Inc. operated
132 stores across 13 states under the "Ollie's Bargain Outlet"
brand. LTM sales are approximately $467 million.


ORCHARD SUPPLY: ZBI Equities Owns 5% Class A Shares at Feb. 6
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, ZBI Equities, L.L.C., and its affiliates
disclosed that, as of Feb. 6, 2013, they beneficially own 274,721
shares of Class A Common Stock, $0.01 Par Value, of Orchard Supply
Hardware Stores Corporation representing 5.7% of the shares
outstanding.  A copy of the amended filing is available at:

                        http://is.gd/s9OO3A

                        About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  The Company was founded as a purchasing
cooperative in San Jose in 1931.  As of Oct. 27, 2012, the Company
had 89 stores in California.

The Company's balance sheet at Oct. 27, 2012, showed
$484.7 million in total assets, $482.2 million in total
liabilities, and stockholders' equity of $2.5 million.

According to the Company's quarterly report for the period ended
Oct. 27, 2012, the uncertainties surrounding the Company's ability
to replace or modify the Senior Secured Term Loan with its
lenders, and the consequences of its inability to replace or amend
the Senior Secured Term Loan or obtain an additional waiver of the
anticipated leverage covenant violation raise substantial doubt
about the Company's ability to continue as a going concern.

                            *    *     *

As reported by the TCR on Oct. 26, 2012, Moody's Investors Service
lowered Orchard Supply Hardware Stores Corporation's ("OSH")
Corporate Family and Probability of Default ratings to Caa1 from
B3.  The downgrade of OSH's Corporate Family Rating reflect
continued negative trends in operating performance, as well as
impending debt maturities and declining cushion on term loan
covenants.


ORCHARD SUPPLY: Fairholme Holds 12% of Class A Shares at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Fairholme Capital Management, L.L.C., and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 604,143 shares of Class A Common Stock, par value $0.01 per
share, of Orchard Supply Hardware Stores Corporation representing
12.5% of the shares outstanding.

                        About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  The Company was founded as a purchasing
cooperative in San Jose in 1931.  As of Oct. 27, 2012, the Company
had 89 stores in California.

The Company's balance sheet at Oct. 27, 2012, showed
$484.7 million in total assets, $482.2 million in total
liabilities, and stockholders' equity of $2.5 million.

According to the Company's quarterly report for the period ended
Oct. 27, 2012, the uncertainties surrounding the Company's ability
to replace or modify the Senior Secured Term Loan with its
lenders, and the consequences of its inability to replace or amend
the Senior Secured Term Loan or obtain an additional waiver of the
anticipated leverage covenant violation raise substantial doubt
about the Company's ability to continue as a going concern.

                            *    *     *

As reported by the TCR on Oct. 26, 2012, Moody's Investors Service
lowered Orchard Supply Hardware Stores Corporation's ("OSH")
Corporate Family and Probability of Default ratings to Caa1 from
B3.  The downgrade of OSH's Corporate Family Rating reflect
continued negative trends in operating performance, as well as
impending debt maturities and declining cushion on term loan
covenants.


ORCHARD SUPPLY: ESL Partners Owns 40% of A Shares at Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, ESL Partners, L.P., and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
1,949,974 shares of Class A Common Stock, par value $0.01 per
share, of Orchard Supply Hardware Stores Corporation representing
40.4% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/k4fVnM

                        About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  The Company was founded as a purchasing
cooperative in San Jose in 1931.  As of Oct. 27, 2012, the Company
had 89 stores in California.

The Company's balance sheet at Oct. 27, 2012, showed
$484.7 million in total assets, $482.2 million in total
liabilities, and stockholders' equity of $2.5 million.

According to the Company's quarterly report for the period ended
Oct. 27, 2012, the uncertainties surrounding the Company's ability
to replace or modify the Senior Secured Term Loan with its
lenders, and the consequences of its inability to replace or amend
the Senior Secured Term Loan or obtain an additional waiver of the
anticipated leverage covenant violation raise substantial doubt
about the Company's ability to continue as a going concern.

                            *    *     *

As reported by the TCR on Oct. 26, 2012, Moody's Investors Service
lowered Orchard Supply Hardware Stores Corporation's ("OSH")
Corporate Family and Probability of Default ratings to Caa1 from
B3.  The downgrade of OSH's Corporate Family Rating reflect
continued negative trends in operating performance, as well as
impending debt maturities and declining cushion on term loan
covenants.


ORLEANS HOMEBUILDERS: Moody's Lowers Debt Facility Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings for Orleans
Homebuilder's first-lien senior secured term loan and first-lien
senior secured revolving credit facility to Caa1 from B3. In the
same rating action, Moody's affirmed the company's Caa1 corporate
family rating and Caa2-PD probability of default rating. The
rating outlook remains stable.

The following rating actions were taken:

  $130 million first-lien senior secured term loan due 2016,
  downgraded to Caa1, LGD3-37% from B3, LGD2-28%;

  $30 million first-lien senior secured revolving credit facility
  due 2015, downgraded to Caa1, LGD3-37% from B3, LGD2-28%;

  Corporate family rating, affirmed at Caa1;

  Probability of default rating, affirmed at Caa2-PD;

The rating outlook is stable.

Rating Rationale

The one-notch downgrades of Orleans' term loan and revolver are
not credit events. They instead reflect the reduced amount of
trade payable claims providing support for the senior secured bank
debt as compared to when the company emerged from bankruptcy. At
that time, the company's trade payables balances were high. Since
then, however, the trade payables balances declined to a much
lower, more normalized operating level. Accordingly the support
for the uplift they formerly provided declined as well. These
trade payable claims are structurally and contractually
subordinated to the secured bank credit facility and previously
provided support to the secured debt, resulting in a former one-
notch rating uplift for the secured debt to B3 versus the Caa1
corporate family rating.

The Caa1 corporate family rating reflects Orleans' small size
relative to its publicly rated competitors, thin equity cushion,
small unrestricted cash position, and net losses that are expected
to persist for the next 12 to 18 months. Additionally, the Caa1
rating considers that the company's degree of improvement in terms
of revenues, backlog and the new order growth over the last six
months has lagged the majority of the industry.

At the same time, Moody's recognizes that Orleans possesses a
manageable debt load with very modest amortization requirements
for the next three years, a reasonably long land position, and a
moderately leveraged capital structure. The ratings also reflect
Moody's expectation that the homebuilding industry recovery that
took hold in the majority of the markets across the country in
2012 will continue in 2013 and will contribute to growth of the
company and improvement of its credit metrics.

Orleans' liquidity is constrained by a) a small cushion under its
financial covenants, and particularly tight covenant room under
its minimum tangible net worth test, b) limited availability under
its $30 million senior secured revolving credit facility due 2015
that is based on a borrowing base calculation, and c) Moody's
expectation of negative cash flow generation. The four primary
covenants governing the revolver include a minimum consolidated
tangible net worth test, a liquidity test, a minimum interest
coverage ratio, and a maximum debt leverage threshold. Liquidity
is supported by a $34 million cash balance at September 30, 2012
and lack of near term debt maturities.

The stable outlook reflects Orleans' manageable debt load and very
modest debt amortization requirements over the next three years,
and Moody's expectations that the company's metrics will gradually
improve over the next 12 to 18 months, supported by sound industry
fundamentals.

Orleans would need to begin generating strong revenue growth and
more than modestly positive net income, grow its equity base to
over $200 million, keep debt leverage below 50%, and substantially
improve its liquidity position to be considered for an upgrade.

A return trip to the banks for covenant relief, continued
operating losses, a resumption in quarterly impairment charges,
debt leverage above 65%, and/or reduced liquidity could prompt a
rating reduction.

The senior secured term loan and revolver, $130 million and $30
million in size, respectively, share a first priority secured lien
on all tangible and intangible assets of the company and benefit
from upstream guarantees by all material operating subsidiaries of
Orleans. The one notch differential between the corporate family
rating and the probability of default rating reflects an all-bank
debt capital structure of the company.

The principal methodology used in this rating was the Global
Homebuilding Industry Methodology published in March 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.

Headquartered in Bensalem, PA, and dating back 95 years, Orleans
Homebuilders, Inc. builds and sells single-family and townhouse
products to buyers in the active adult, first-time, first and
second move-up, and luxury segments of the homebuilding market. As
of its fiscal year that ended June 30, 2012, the company owned
2,235 lots and controlled 673 lots, and as of December 31, 2012,
operated 31 active selling communities in seven markets across
seven states in the Northeast, Southeast, and Midwest. Revenues in
the last twelve months ending September 30, 2012 were $198
million. The company filed under Chapter 11 of the Bankruptcy Code
on March 1, 2010 and emerged as a private company owned largely by
its former debt holders on February 14, 2011.


PENSON WORLDWIDE: U.S. Trustee Appoints 3-Member Creditors' Panel
-----------------------------------------------------------------
Roberta A.  DeAngelis, the U.S. Trustee for Region 3, appointed
late last month three members to the official committee of
unsecured creditors in the Chapter 11 cases of Penson Worldwide,
Inc. and its debtor affiliates:

1. Schonfeld Group Holdings LLC
    460 Park Avenue, 19th Floor
    New York, NY 10022
    Phone: (212) 758-7814
    Fax: (212) 758-8903
    Attn: Mark Peckman

2. SunGard Financial Systems LLC
    680 E. Swedesford Road
    Wayne, PA 19087
    Phone: (484) 582-5606
    Fax: (610) 687-3725
    Attn: Michael Walsh

3. Wells Fargo Bank, NA, Indenture Trustee
    150 East 42nd Street, 40th Floor
    New York, NY 10017
    Phone: (917) 260-1576
    Fax: (866) 524-4681
    Attn: James Lewis

The United States Trustee for Region 3 had scheduled a meeting of
creditors of Penson Worldwide for Feb. 20, 2013, at 11:00 a.m.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' bankruptcy case.

                      About Penson Worldwide

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

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

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

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

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

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


PENSON WORLDWIDE: Creditors Committee Hires Capstone as Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Penson Worldwide, Inc., and its debtor
affiliates seeks authority from the Bankruptcy Court to retain
Capstone Advisory Group, LLC and its wholly-owned subsidiary,
Capstone Valuation Services, LLC, as the Committee's financial
advisor effective as of Jan. 25, 2013.

The firm will be paid based on its normal and customary hourly
rates:

     Executive Directors      $575 - $830
     Managing Directors       $475 - $640
     Directors                $350 - $450
     Associate Directors      $250 - $390
     Consultants              $240 - $340
     Support Staff            $120 - $305

The following caps will apply:

   (a) an aggregate cap of $370,000 for the first four months
       and six days of Capstone's engagement (through and
       including May 31, 2013);

   (b) an aggregate monthly cap of $75,000 commencing with the
       month of June 2013 and thereafter unless an alternative
       arrangement is otherwise agreed to with the Committee; and

   (c) with respect to the supplemental services including:
       preparing for and rendering expert testimony whether in a
       court proceeding or a deposition; preparing and issuing
       expert reports; and/or performing litigation support or
       forensic or analytical work that has not yet been
       identified but may be requested from time to time by the
       Committee and counsel, Capstone's fees will be billed at
       its standard hourly rates not subject to or included in any
       cap unless an alternative arrangement is otherwise agreed
       to with the Committee.

Capstone will also be reimbursed for necessary out-of-pocket
expenses.

David E. Galfus, executive director and a member of Capstone,
assures that Court that Capstone is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                      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 U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel.

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


PENSON WORLDWIDE: Creditors' Panel Balks at Class Suit Settlement
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Penson Worldwide, Inc., and its debtor-
affiliates wants the Bankruptcy Court to adjourn the hearing on
Penson's motion for approval of a $6 million settlement of a
prepetition shareholder class action litigation.

In the alternative, the Committee says, the Court should deny
Penson's request as being premature, without prejudice to the
Penson's right to refile the Motion, if and when appropriate, in
order to give the Committee adequate time to investigate and, if
appropriate, press those estate claims against the non-Debtor
defendants identified in the Class Action Litigation and the
Debtors' insurance carriers.

The Committee says if approved at this early stage of the Chapter
11 cases, the proposed settlement would deplete the amount of
insurance coverage available to cover potentially significant
estate causes of action arising out of the same or similar facts,
thereby improperly elevating recoveries to shareholders ahead of
the claims of the Debtors' creditors.

Moreover, the Committee is unable to determine what impact the
proposed settlement could have on the recoveries realized by all
of the Debtors' general unsecured creditors.

The claims in the Securities Class Action allege, among other
things, that Penson overstated its assets, income and EBITDA and
that its financial statements were not prepared in accordance with
GAAP during the class period between March 30, 2007 and August 4,
2011.  The Class Action further allege that the named defendants
concealed approximately $43 million in margin loans to several
insiders, including former officers and directors of the Debtors,
and related parties that were collateralized by illiquid Retama
Series B Bonds.

As part of the settlement, XL Specialty Insurance Co., the
provider of directors' and officers' liability insurance, agreed
to settle the suit by payment of $6 million.  The auditor BDO
Seidman LLP agreed to kick in $500,000.

Proposed Co-Counsel to the Official Committee of Unsecured
Creditors:

          William E. Chipman, Jr., Esq.
          Ann M. Kashishian, Esq.
          COUSINS CHIPMAN & BROWN, LLP
          1007 North Orange Street, Suite 1110
          Wilmington, DE 19801
          Telephone: (302) 295-0191
          Facsimile: (302) 295-0199
          Email: chipman@ccbllp.com
                 kashishian@ccbllp.com

               - and ?

          Mark T. Power, Esq.
          Janine M. Figueiredo, Esq.
          Lauren S. Schlussel, Esq.
          HAHN & HESSEN LLP
          488 Madison Avenue
          New York, NY 10022
          Telephone: (212) 478-7200
          Facsimile: (212) 478-7400
          E-mail: mpower@hahnhessen.com
                  jfigueiredo@hahnhessen.com
                  lschlussel@hahnhessen.com

                   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 U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.

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.


POINT CENTER FINANCIAL: Files Bare-Bones Chapter 11 Petition
------------------------------------------------------------
Point Center Financial, Inc., filed a bare-bones Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa Ana,
California, on Feb. 19, 2013.  The Debtor estimated assets in
excess of $10 million and liabilities in excess of $50 million.
The formal schedules of assets and liabilities and the statement
of financial affairs are due March 5, 2013.


PRO MACH: S&P Affirms 'B+' CCR Following $70MM Add-On
-----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Loveland, Ohio-based packaging
equipment manufacturer Pro Mach Inc.  At the same time, S&P
affirmed its 'B+' issue ratings on the company's senior secured
credit facilities, which include the $70 million add-on.  The
recovery rating on this debt is '3', indicating S&P's expectation
that lenders would receive meaningful (50% to 70%) recovery in a
default scenario.

The ratings on Pro Mach reflect the company's "aggressive"
financial risk profile and "weak" business risk profile.  Standard
& Poor's expects the company's revenues to increase from growth in
its business and from small bolt-on acquisitions.  "While we
expect credit measures will be somewhat weaker than our
expectations following the dividend payment, we expect credit
measures to gradually improve to levels that are commensurate with
our expectations for the rating," said Standard & Poor's credit
analyst Carol Hom.

S&P's 2013 base-case scenario forecast includes the following
assumptions:

   -- Mid-single-digit revenue growth, partly because of S&P's
      expectation for a 6% to 7% rise in U.S. equipment spending
      in 2013;

   -- EBITDA margin of about 15%; and

   -- Modest capital expenditures.

S&P's assessment of the company's weak business risk profile
reflects its participation in the highly fragmented and
competitive packaging industry, and its relatively narrow scope of
operations.  It has limited diversity of end markets, and it
mainly operates in North America.  The company's sizable installed
base, its breadth of integrated packaging solutions, and its low
capital needs partly offset these factors in S&P's analysis.

The Resolute Fund II L.P., an affiliate of private equity firm The
Jordan Co. L.P., and certain members of Pro Mach's management team
own Pro Mach.  The company is a niche provider of integrated
packaging solutions, primarily to the food, beverage, household
goods, and pharmaceutical industries.  Although packaging
equipment manufacturers mostly consist of smaller, focused players
that lack Pro Mach's product and service capabilities, the company
also competes with units of larger industrial manufacturers that
have greater financial and technological resources.  S&P views the
company's management and governance profile as "fair."

S&P continues to view the company's overall diversity as
relatively limited because of its North American footprint and
focus on certain end markets.  Demand for original equipment is
relatively mature in North America and exhibits some cyclicality,
but the company should continue to benefit from longstanding
customer relationships and from a sizeable installed base that
provides for more stable and higher-margin aftermarket revenues.
This has enabled Pro Mach to sustain EBITDA margins above 15%,
which S&P expects to continue.

S&P expects capital expenditures to continue to be low at about
1%-2% of revenues annually and modest working capital.  The
company's exposure to material cost is moderate, and Pro Mach has
demonstrated some ability to pass on price increases to customers
in the past.  S&P believes this contributes to the company's
ability to generate positive free cash flow.

The outlook is stable.  S&P expects continued growth and steady
margin performance will result in improving credit metrics during
2013, after an initial weakening following the proposed dividend
payment.  S&P could lower the ratings if subpar operating
performance (resulting from a drop in demand for Pro Mach's
products and services, higher-than-expected cash outflows, or
debt-financed activities) weakens credit measures for an extended
period.  For example, if revenues were to stagnate and the EBITDA
margin were to contract by more than 200 basis points, total debt
to EBITDA could remain above 5.5x for an extended period.  S&P
could also lower the ratings if the company's financial policies
become more aggressive than S&P expects.  The company's business
profile and private-equity ownership limit the potential for an
upgrade.


PURE BEAUTY: Wants Plan Filing Exclusivity Moved Until April 4
--------------------------------------------------------------
Pure Beauty Salons & Boutiques, Inc., asks the Bankruptcy Court to
extend until April 4, 2013, its exclusive period to propose a
Chapter 11 plan, and until June 4, 2013, its exclusive period to
solicit acceptances of such plan.

In February 2012, the Debtor obtained approval to sell
substantially all assets to Regis Corporation or its assignees for
$18 million.  The sale to Regis' assignees -- Pure Beauty
International, Inc., Fashion Beauty Stores Inc. and Beauty
Franchises, Inc. -- closed March 27, 2012.

Now that the Sale has closed, the Debtors are continuing to assess
the scope of the assets held by the Debtors' estates post-closing
and address tangential issues that must be resolved in connection
with the Sale.  The Debtors submit that until these issues are
resolved, it is not in the best interests of their estates to
permit the Exclusive Periods to lapse.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor.  The Debtors' notice, claims
solicitation, and balloting agent is Epiq Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


QUANTUM CORP: FMR LLC Discloses 10% Equity Stake at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 13, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 25,447,028 shares
of common stock of Quantum Corporation representing 10.569% of the
shares outstanding.  FMR LLC previously reported beneficial
ownership of 19,702,752 common shares or a 8.4% equity stake as of
Feb. 13, 2012.  A copy of the amended filing is available at:

                       http://is.gd/7mbUUU

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $377.94
million in total assets, $450.02 million in total liabilities and
a $72.08 million total stockholders' deficit.


QUANTUM CORP: Wellington Lowers Stake to Less Than 1% 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 1,244,746 shares
of common stock of Quantum Corporation representing 0.52% of the
shares outstanding.  Wellington Management previously reported
beneficially own 15,569,123 common shares or a 6.66% equity stake
as of Dec. 31, 2011.  A copy of the amended filing is available
for free at http://is.gd/5ZCjZj

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $377.94
million in total assets, $450.02 million in total liabilities and
a $72.08 million total stockholders' deficit.


QUANTUM CORP: Paul Orlin Discloses 8% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Paul E. Orlin and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 19,822,398 shares
of common stock of Quantum Corporation representing 8.2% of the
shares outstanding.  Mr. Orlin previously reported beneficial
ownership of 19,675,198 common shares or a 8.42% equity stake as
of Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/2gEW7F

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $377.94
million in total assets, $450.02 million in total liabilities and
a $72.08 million total stockholders' deficit.


READER'S DIGEST: Moody's Cuts PDR to D-PD After Bankruptcy Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded Reader's Digest Association
Inc.'s Probability of Default Rating (PDR) to D-PD from Caa3-PD
following the announcement RDA Holding Co. and its United States
subsidiaries, including The Reader's Digest Association, Inc.
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code on February 17, 2013. The Corporate Family Rating
and Senior Secured Notes were downgraded to Ca from Caa3.

Moody's plans to withdraw all ratings for the company consistent
with the business practice for companies operating under the
purview of the bankruptcy courts wherein information flow
typically becomes much more limited.

A summary of these ratings actions:

Issuer: Reader's Digest Association, Inc.

  Corporate Family Rating, Downgraded to Ca from Caa3

  Probability of Default Rating, Downgraded to D-PD from Caa3-PD

  Senior Secured Note due February 2017, Downgraded to Ca (LGD-4
  68%) from Caa3 (LGD-4 56%)

  Speculative Grade Liquidity Rating, Affirmed at SGL-4

Outlook stable

Ratings Rationale:

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

Reader's Digest Association Inc., headquartered in New York City,
is a global media and direct marketing company that markets books,
magazine, recorded music collections, home video products and
other products worldwide. Pro-forma Revenues for LTM 9/30/12
totaled $1.2 billion. RDA emerged from Chapter 11 bankruptcy in
February 19, 2010.


REALBIZ MEDIA: D'Arelli Pruzansky Raises Going Concern Doubt
------------------------------------------------------------
RealBiz Media Group, Inc., formerly Webdigs, Inc., filed mid-
February its annual report on Form 10-K for the year ended
Oct. 31, 2012.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about RealBiz Media'a ability to continue as a
going concern, citing recurring losses, accumulated deficit of
$6.1 million and working capital deficit of $2.3 million at
Oct. 31, 2012.

The Company reported a net loss of $963,220 on $1.2 million of
revenues for the year ended Oct. 31, 2012, compared with a net
loss of $953,460 on $1.6 million of revenues for the prior fiscal
year.

The Company's balance sheet at Oct. 31, 2012, showed $4.9 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $2.5 million.

A copy of the Form 10-K is available at http://is.gd/2Ysb8x

Weston, Fla.-based RealBiz Media Group, Inc., offers real estate
listings over the Internet.


RENDA MARINE: U.S. Can Collect from Contractors, 5th Circ. Finds
----------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that the Fifth Circuit
ruled Wednesday that the U.S. has priority to collect unpaid debts
from owners of bankrupt contractors if the government had asserted
a claim and the owner had knowledge of the claim before the
bankruptcy.

The report related that a three-judge panel affirmed a Texas
federal court's ruling that the U.S. could collect $11.9 million
from the owner of insolvent contractor Renda Marine Inc., which
allegedly transferred assets to other companies to avoid repaying
a debt owed under a dredging contract.


REPUBLIC RESTAURANT: Non-payment of Taxes Prompts Case Dismissal
----------------------------------------------------------------
David Larter, writing for Richmond BizSense, reports that a
bankruptcy judge this month dismissed the Chapter 11 case of
Republic Restaurant & Bar after the state claimed the restaurant
had continued to stack up tax debt following its filing, which is
cause for dismissal.  The Republic owes more than $300,000 in back
taxes.  The Republic was put into Chapter 11 bankruptcy in July,
after the government padlocked the restaurant in attempt to recoup
unpaid taxes.

"We basically allowed it to be dismissed," said Roy Terry, an
attorney with Sands Anderson who represented the Republic and
owner Tony Hawkins in its bankruptcy, according ot the report. "I
felt after looking at the situation that the amount owed was very
doable."

The Republic, R and B, L.L.C., dba The Republic Restaurant and
Bar, filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No.
12-34103) on July 11, 2012, listing under $1 million in both
assets and liabilities.  A copy of the petition is available at
http://bankrupt.com/misc/vaeb12-34103.pdf Roy M. Terry, Jr., Esq.
-- rterry@sandsanderson.com -- at Sands Anderson PC, represented
the Debtor as counsel.


RESIDENTIAL CAPITAL: Creditors Press Ally for Larger Pact
---------------------------------------------------------
Andrew R. Johnson, writing for the Wall Street Journal, reported
that negotiations are breaking down between creditors of bankrupt
mortgage lender Residential Capital LLC and its parent, Ally
Financial Inc., making it likely the government-owned auto-finance
company will face litigation as it seeks to sever ties, people
familiar with the matter said.

The WSJ report said the creditors, including Wilmington Trust
Corp. and other members of a committee representing ResCap's
unsecured creditors, are pushing Ally to provide more money to
settle potential liabilities it could face as ResCap's parent.

Ally, which is 74%-owned by the U.S. government, is working to cap
its exposure to the subprime lender's mortgage business so it can
move forward on efforts to repay its $17.2 billion crisis-era
bailout and focus on its core auto-lending and online-banking
businesses, according to WSJ.

At issue is a settlement Ally reached last year with ResCap in
conjunction with the mortgage subsidiary's bankruptcy filing. WSJ
related that under the deal, Ally has proposed paying $750 million
to ResCap's estate in return for a release from potential
liability claims from outsiders but creditors have blasted the
deal, saying the $750 million represents a drop in the bucket
compared with what they say are Ally's true liabilities. They say
the parent company stripped ResCap of its most valuable asset, an
ownership stake in Ally Bank, as part of a transaction completed
in 2009. They insist Ally should retroactively pay more for the
deal, among other claims.

"There is no support among the constituencies for the proposed
amount of the Ally contribution because the amount is far too
small in comparison to the value of the claims that have been and
may be asserted against Ally," Wilmington Trust, a unit of M&T
Bank Corp., said in a letter to ResCap's board this month, WSJ
cited. Wilmington said the negotiation process for the settlement
was "rife with conflicts and information gaps."  Wilmington urged
ResCap's board to pull support for the settlement.

Mark Wasden, a senior analyst with Moody's Investors Service, told
WSJ Ally has "sufficient capital to absorb a greater cost than the
$750 million that they have committed, but at the same time it
appears that Ally is not going to be easily pried toward making
additional commitments."

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.  ResCap disclosed $15.68 billion in assets and $15.28
billion in liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Fights to Subordinate Securities Claims
------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that Residential
Capital LLC filed an adversary suit against a slew of insurance
companies and asset management companies in New York bankruptcy
court on Tuesday seeking to subordinate the companies' so-called
investor claims tied to $226 billion in allegedly faulty mortgage-
backed securities.

The report related that ResCap's suit seeks an order subordinating
the claims of 30 companies seeking payment tied to losses on
securities they bought and sold to investors, saying their claims
were duplicative and would reduce the payout due to general
unsecured creditors.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.  ResCap disclosed $15.68 billion in assets and $15.28
billion in liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Sues Mortgage-Bond Buyers
----------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Residential Capital LLC
sued mortgage-bond buyers including AIG Asset Management LLC and
Allstate Insurance Co. to prevent them from collecting money ahead
of other creditors in the company's bankruptcy.

According to the report, ResCap said in a complaint filed Feb. 19
U.S. Bankruptcy Court in Manhattan that mortgage investors who
lost money on securities they bought from ResCap shouldn't be
given priority over unsecured creditors.

The lawsuit, the report relates, is a response to an attempt by
affiliates of AIG, Allstate, Massachusetts Mutual Life Insurance
Co. and Prudential Insurance Co. of America to get paid before
unsecured creditors.  Should the insurers succeed, they may end up
collecting twice for almost identical claims at the expense of
unsecured creditors, ResCap said.

Elevating the investor claims "will have numerous inequitable
effects," according to the complaint.

The report notes that ResCap filed for bankruptcy last year,
partly to help it resolve lawsuits brought by investors that
purchased mortgage bonds backed by $226 billion worth of home
loans.  The lawsuits claimed the bonds lost value because many of
the loans were bad.

ResCap and its parent company, Ally Financial Inc., have proposed
settling with the 392 trusts that purchased the securities by
giving investors an $8.7 billion claim in ResCap's bankruptcy
case.  Some of the entities that ResCap sued would collect money
under both that settlement and a motion that AIG, Allstate and the
other entities filed in bankruptcy court in November, according to
the complaint.  Creditors have objected to the settlement, which
would allow investors to try to collect as much as $8.7 billion,
depending on how much money ResCap raises through asset sales.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.  ResCap disclosed $15.68 billion in assets and $15.28
billion in liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


REVEL AC: To Seek Prepackaged Bankruptcy by March 15
----------------------------------------------------
Revel AC Inc., owner of the struggling Revel casino in Atlantic
City, N.J., is pursuing a prepackaged bankruptcy restructuring
where term loan lenders owed $900 million will take almost 100%
ownership of the company, existing shareholders would be wiped
out, and unsecured creditors would recover 100 cents on the
dollar.

Revel announced Feb. 19 it has reached an agreement with a
majority of its lenders to reduce its debt burden by more than
$1 billion through a debt-for-equity conversion.  The agreement
requires Revel to seek bankruptcy protection and file the
prepackaged plan by March 15.

Revel entered into a Restructuring Support Agreement with:

  * holders of a super-majority of the outstanding claims
        under the credit agreement, dated as of May 3, 2012,
        with JPMorgan Chase Bank, N.A., as the administrative
        agent and collateral agent, and certain other parties
        thereto;

      * holders of a majority of the outstanding claims for term
        loans provided under a credit agreement, dated as of
        Feb. 17, 2011, with JPMorgan, as administrative agent and
        collateral agent, the lenders party thereto, and certain
        other parties thereto; and

      * holders of a super-majority of the outstanding claims
        under that certain indenture for the 12% Second Lien Notes
        due 2018, dated as of February 17, 2011, with U.S. Bank
        National Association, as trustee.

Pursuant to the terms of the RSA, the consenting debtholders have
agreed to, among other things, vote in favor of a prepackaged
chapter 11 plan of reorganization for Revel and forbear from
exercising remedies with respect to the Company's failure to pay
the Feb. 19, 2013 scheduled interest payment under the term loan.

"The reduction of debt service expense this agreement facilitates
will greatly improve Revel's cashflow to better support day-to-day
operations," noted Michael Garrity, Revel's Chief Investment
Officer.  "This restructuring positions Revel for long-term
success by providing the Company with the operational flexibility
to invest in the growth of our business."

The Company will commence solicitation of votes for its plan of
reorganization no later than March 8, 2013.

As part of the restructuring, certain of Revel's lenders will
provide $250 million in DIP financing, $45 million of which
constitutes new money commitments and approximately $205 million
of which constitutes prepetition debt.  No taxpayer funds will be
used to finance the restructuring.

                     Lenders Take Over Control

The salient terms of the RSA are:

   * Holders of claims on account of the 2012 Credit Agreement
     will agree to convert such claims on a pro rata basis into a
     new secured super-priority priming debtor-in-possession
     credit facility which will be repaid in full by an exit
     facility upon the effective date of the Plan;

   * The Company, as reorganized, will have access to new
     borrowings sufficient to repay the DIP Facility and provide
     the working capital necessary to run its business and for
     general corporate purposes;

   * Holders of claims on account of the Term Loan Credit
     Agreement will receive their pro rata share of 100% of new
     common equity to be issued by the Reorganized Company,
     subject to dilution on account of a new management equity
     incentive plan;

   * Holders of claims on account of the Indenture will receive
     their pro rata share of new notes in the aggregate principal
     amount of $70 million secured by, and with recourse only to,
     certain collateral

   * Holders of warrants issued pursuant to a Warrant Agreement,
     dated as of Feb. 17, 2011, by and between Revel and U.S.
     Bank N.A., will not receive or retain any property under the
     Plan on account of such warrants;

   * Each general unsecured claim will be unimpaired and shall
     either be reinstated or paid in the ordinary course of
     business upon the later of the Effective Date and the date
     on which any such claim is allowed; and

   * Holders of equity interests in the Company will not receive
     or retain any property under the Plan on account of such
     interests, and all such interests will be extinguished on
     the effective date of the Plan.

Lenders that will take most of the equity upon the bankruptcy exit
include Canyon Capital Advisors LLC, Capital Research & Management
Co. and Chatham Asset Management LLC, according to The Wall Street
Journal.

The RSA can be terminated if:

   -- the Company fails to commence the Chapter 11 Cases on or
      before March 15, 2013;

   -- the Company fails to file the Plan with the Bankruptcy Court
      on the Commencement Date;

   -- the Bankruptcy Court will have failed to enter the interim
      order authorizing the Company's entry into the DIP Facility
      on or before March 18, 2013;

   -- the Bankruptcy Court will have failed to enter the final
      order authorizing the Company's entry into the DIP Facility
      on or before April 15, 2013;

   -- the Bankruptcy Court shall have failed to enter the
      Confirmation Order on or before May 15, 2013; and

   -- the date on which all conditions to consummation of the Plan
      have been satisfied (or waived) and the Plan becomes
      effective has not occurred by May 30, 2013, subject to
      extension for any required regulatory approvals.

                 $25-Mil. Cap for Unsecured Claims

The occurrence of the Effective Date will be subject to the
satisfaction of conditions precedent, including, the Steering of
Existing Lenders will have reasonably determined that the
aggregate amount of general unsecured claims will not likely
exceed $25 million above a pre-agreed baseline amount for ordinary
course payables -- Claims Cap -- such baseline to be agreed to by
the Company and the Steering Committee before March 8, 2013, or
the Steering Committee will have waived such requirement in
writing.

Any claim or counterclaim, if any, that may be asserted by Tishman
Construction Corporation will be excluded from the Claims Cap.  In
order to determine the total amount of general unsecured claims,
the Company will require holders of general unsecured claims in
excess of $2,500,000 to file a proof of claim within 45 days of
the Petition Date.  To the extent that the Steering Committee
determines that the aggregate amount of general unsecured claims
will likely exceed the Claims Cap and does not waive the condition
to the Effective Date, the Steering Committee will consent to an
extension of any relevant milestones in the Term Sheet to allow
for the Company and the Steering Committee to estimate and/or
object to any applicable claims.

A copy of the Restructuring Support Agreement filed with the
Securities and Exchange Commission is available for free at
http://is.gd/iiH2Fd

                         Business as Usual

"Today's announcement is a positive step for Revel," said Kevin
DeSanctis, Revel's Chief Executive Officer, said in a Feb. 19
statement by the Company.  "The agreement we have reached with our
lenders will ensure that the hundreds of thousands of guests who
visit Revel every year will continue to enjoy a signature Revel
experience in our world-class facility."

Revel said the restructuring is not expected to impact Revel's
guests, employees and vendors.  Throughout the restructuring,
Revel intends to continue normal business operations.  All
services, dining, scheduled entertainment, programming and events
will move forward without change or interruption, and employees
and vendors will be paid in the normal course of business.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.


REVEL AC: Advisors and Lawyers Involved in Prepack Bankruptcy
-------------------------------------------------------------
Revel AC Inc., owner of the struggling Revel casino in Atlantic
City, N.J., is pursuing a prepackaged bankruptcy restructuring to
reduce debt by $1 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP.  Alvarez & Marsal serves as its
restructuring advisor and Moelis & Company serves as its
investment banker for the restructuring.  Other professionals
tapped by Revel include Brown Rudnick LLP, as special counsel to
the Company; Ernst & Young, as independent auditors and tax
advisors to the Company; and Cooper Levinson, as gaming counsel to
the Company.

The Restructuring Support Agreement, dated Feb. 19, 2013, signed
provides that the Company will pay for ongoing expenses incurred
by JPMorgan Case Bank, N.A., and the Steering Committee of
Existing Lenders, including the fees, charges and disbursements of
(i) one primary counsel for JPMorgan, (ii) one primary counsel for
the Steering Committee, (iii) gaming counsel to JPM (presently
Michael & Carroll) and gaming counsel for the Steering Committee
(presently Fox Rothschild LLP).

JPMorgan Chase Bank, N.A., is the administrative agent and
collateral agent under the credit agreement, dated as of Feb. 17,
2011, that provided for $900 million term loan due in 2017.

JPMorgan, the administrative agent, can be reached at:

         Susan Atkins
         JPMORGAN CHASE BANK, N.A.
         383 Madison Avenue, Floor 24
         New York, NY  10179
         E-mail: susan.atkins@jpmorgan.com

JPMorgan's primary counsel is:

         John J. Rapisardi, Esq.
         Michael J. Cohen, Esq.
         CADWALADER, WICKERSHAM & TAFT LLP
         One World Financial Center
         New York, NY 10281
         E-mail: john.rapisardi@cwt.com
                 michael.j.cohen@cwt.com

Primary counsel to the Steering Committee of Existing Lenders is:

         Andrew Rosenberg, Esq.
         Elizabeth McColm, Esq.
         PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
         1285 Avenue of the Americas
         New York, NY 10019
         E-mail: arosenberg@paulweiss.com
                 emccolm@paulweiss.com

Counsel for Revel can be reached at:

         Marc Kieselstein, Esq.
         Nicole Greenblatt, Esq.
         KIRKLAND & ELLIS LLP
         601 Lexington Avenue
         New York, NY 10022
         E-mail: marc.kieselstein@kirkland.com
                 nicole.greenblatt@kirkland.com

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.


REVEL AC: S&P Lowers CCR to 'D' After Possible Chapter 11 Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlantic City-based Revel AC Inc., the operator of the
Revel resort, to 'D' from 'CCC'.  S&P also lowered its rating on
the company's first-lien term loan to 'D' from 'CC', in accordance
with S&P's criteria.

The rating actions follow the company's announcement that it plans
to restructure through a prepackaged Chapter 11 reorganization,
and that it did not make the scheduled interest payment due
Feb. 19, 2013, under its term loan agreement.  A payment default
has not occurred relative to the legal provisions of the term
loan, because there is a three-day grace period in which to make
the interest payment.  However, S&P considers a default to have
occurred, even if a grace period exists, when the nonpayment is a
function of the borrower being under financial distress--unless
S&P is confident that the payment will be made in full during the
grace period.  Revel has indicated to lenders that as part of the
restructuring, it will not make the interest payment.

The company has entered into a restructuring agreement with a
majority of its lenders that it will implement through a
prepackaged Chapter 11 plan in March 2013.  As part of the
restructuring, certain of Revel's lenders will provide
approximately $250 million in debtor-in-possession financing, of
which approximately $45 million constitutes new money commitments
and approximately $205 million constitutes prepetition debt.


REVSTONE INDUSTRIES: Lender Looks to Foreclose on Defunct Unit
--------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Revstone Industries
LLC's largest secured creditor told a Delaware bankruptcy judge
Wednesday that it must be allowed to foreclose on the assets of a
defunct Revstone subsidiary because the unit has no hope of
reorganizing and is frittering away the firm's security.

The report said Boston Finance Group LLC, which holds a $4.5
million lien against US Tool & Engineering LLC, blasted the unit's
efforts to liquidate the equipment and said the value of that
collateral would continue to deteriorate unless the lender is
allowed to take control of the assets of a Revstone subsidiary.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and $1
million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


RG STEEL: Seeks Approval to Sell Asset to Bounty Mineral for $3.2M
------------------------------------------------------------------
RG Steel Wheeling, LLC, asks for approval from the U.S. Bankruptcy
Court for the District of Delaware to sell an asset to Bounty
Minerals LLC for $3,291,632.

Earlier, RG Steel selected Minerals LLC's cash offer to purchase
its right, title and interest in and to 822.908 net mineral acres
in West Virginia.

Bounty Minerals raised its cash offer from $3,170,057 to
$3,291,632, beating out two other rival bidders.  The asset is
being sold "free and clear of all liens, claims, interests and
encumbrances," RG Steel said in a Feb. 20 court filing.

A copy of Bounty Minerals' proposal is available for free at
http://is.gd/KNYL6R

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RICHFIELD EQUITIES: Committee to Pursue Avoidance Actions
---------------------------------------------------------
Richfield Equities, L.L.C., et al., entered into a stipulation
granting the Official Committee of Unsecured Creditors in the
Chapter 11 cases the Debtor, derivative standing to pursue
recovery of Chapter 5 property.

Pursuant to the amended final order authorizing postpetition
financing and granting adequate protection, causes of action
arising solely under Chapter 5 of Bankruptcy Code, and their
proceeds, including causes of action relating to participants'
claimed debt and liens and their proceeds are unencumbered by any
lien, security interest, or administrative expense claim
(superpriority or otherwise) of Comerica Bank and are for the
benefit of Debtors' estates.

The Committee desires to investigate, and if it deems appropriate,
initiate avoidance actions in the name of Debtors to recover
Chapter 5 property.

The stipulation provides that, among other things, the Debtors
consent to derivative standing of the Committee to investigate and
initiate avoidance actions in the name of Debtors to recover
Chapter 5 property.

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

Joseph M. Fischer, Esq., Robert A Weisberg, Esq., and Christopher
A. Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.  Quarton Partners
serves as their investment banker.

Wolfson Bolton PLLC represents the Official Committee of Unsecured
Creditors of Richfield Equities, L.L.C., et al., as counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.


RITE AID: Completes Debt Refinancing Transactions
-------------------------------------------------
Rite Aid Corporation on Feb. 21 announced the completion of its
debt refinancing transactions that extend the maturity of a
portion of its outstanding indebtedness and lower interest
expense.  The refinancing transactions included:

-- the amendment and restatement of Rite Aid's existing revolving
credit facility, including an increase in the commitments under
the revolving credit facility to $1.795 billion and an extension
of the maturity to February 2018;

-- the refinancing of Rite Aid's $1.038 billion Tranche 2 Term
Loan due 2014 and $331.7 million Tranche 5 Term Loan due 2018,
each including accrued but unpaid interest, with the proceeds from
a new $1.161 billion Tranche 6 Term Loan due 2020 under Rite Aid's
first lien credit facility, together with borrowings under the
amended revolving credit facility;

-- the refinancing of, via a cash tender offer, Rite Aid's $410.0
million aggregate principal amount of 9.750% Senior Secured Notes
due 2016 with proceeds from the Tranche 6 Term Loan, together with
borrowings under the amended revolving credit facility;

-- the refinancing of, via a cash tender offer, Rite Aid's $470.0
million aggregate principal amount of 10.375% Senior Secured Notes
due 2016 with the proceeds from a new $470 million Tranche 1 Term
Loan due 2020 under Rite Aid's new second lien credit facility,
together with borrowings under the amended revolving credit
facility; and

-- a cash tender offer for Rite Aid's $180.3 million aggregate
principal amount of 6.875% Senior Debentures due 2013 with
available cash.

Rite Aid expects to record a loss on debt modifications of $117.0
million related to the transactions and expects to have annual
cash interest savings of approximately $45.0 million.

As part of the tender offers, Rite Aid solicited consents for
amendments that would eliminate or modify certain covenants,
events of default and other provisions contained in the indentures
governing each series of notes.  Rite Aid announced today that it
has received the requisite consents in each consent solicitation
to execute a supplemental indenture to effect the proposed
amendments.

As of the consent payment deadline at midnight, Eastern Time, on
Feb. 13, 2013, approximately (i) $257.1 million aggregate
principal amount of the 9.750% Notes were tendered (representing
approximately 62.7% of the outstanding 9.750% Notes), (ii) $402.0
million aggregate principal amount of the 10.375% Notes were
tendered (representing approximately 85.5% of the outstanding
10.375% Notes) and (iii) $119.0 million aggregate principal amount
of the 6.875% Debentures were tendered (representing approximately
66.0% of the outstanding 6.875% Debentures).  Rite Aid has
exercised its option to accept for payment and settle the tender
offers with respect to all of the notes that were validly tendered
at or prior to the consent payment deadline.  Such early
settlement occurred today concurrently with the closing of the
other refinancing transactions.  The supplemental indentures
implementing the proposed amendments became effective upon closing
of the refinancing transactions.

The tender offers will expire at midnight, Eastern Time, on Feb.
28, 2013, unless extended or earlier terminated.  Although Rite
Aid has called the 9.750% Notes and 10.375% Notes that remain
outstanding following the tender offers for redemption (as
discussed below), holders of such notes may still validly tender
their notes prior to the expiration date.  For more information
regarding the tender offers and related consent solicitations, see
the applicable offer to purchase.

Rite Aid on Feb. 21 also delivered notice that it had called for
redemption all of the 9.750% Notes and 10.375% Notes that remain
outstanding following consummation of the tender offers.  The
9.750% Notes that remain outstanding will be redeemed at a price
equal to 100.000% of their face amount, plus a make-whole premium
and accrued and unpaid interest to, but not including, the date of
redemption.  The 10.375% Notes that remain outstanding will be
redeemed at a price equal to 105.188% of their face amount, plus
accrued and unpaid interest to, but not including, the date of
redemption.  Redemption of the remaining 9.750% Notes and 10.375%
Notes, respectively, will occur on March 25, 2013.  Rite Aid has
prefunded all remaining payments on each of the remaining 9.750%
Notes, 10.375% Notes and 6.875% Debentures and as a result, all
such notes will be satisfied and discharged as of Rite Aid's
fiscal year end.

Requests for documents relating to each tender offer and consent
solicitation may be directed to Global Bondholder Services Corp.,
the Information Agent, at (866) 804-2200 or (212) 430-3774 (banks
and brokers).  Citigroup is acting as Dealer Manager and
Solicitation Agent for each tender offer and consent solicitation.
Questions regarding each tender offer and consent solicitation may
be directed to Citigroup at (800) 558-3745 (toll free) or (212)
723-6106 (collect).

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia and fiscal 2012 annual
revenues of $26.1 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

                           *     *     *

As reported by the TCR on Feb. 7, 2013, Moody's Investors Service
has placed Rite Aid Corporation's Caa1 Corporate Family Rating and
Caa1-PD Probability of Default Rating on review for upgrade.  The
review for upgrade was triggered by Rite Aid's announcement
that it is pursuing a refinancing of its $1.039 billion first lien
term loan due 2014 as well as of some of its higher coupon debt
due in 2016.

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


ROHRIG INVESTMENTS: Atlanta Developer Files Chapter 11 Bankruptcy
-----------------------------------------------------------------
Six companies controlled by Atlanta developer George Rohrig sought
Chapter 11 protection Feb. 19 in U.S. Bankruptcy Court in Atlanta:

     -- Rohrig Investments LP,
     -- Rohrig Pollack LLC,
     -- 431 W. Ponce De Leon LLC,
     -- Cartel Properties Spalding Woods LLC,
     -- 525 Moreland Avenue LLC, and
     -- Cartel Properties II LLC

The Atlanta Journal-Constitution's J. Scott Trubey reports that
Rohrig Investments LP, the largest of the six companies, estimated
$10 million to $50 million in both assets and liabilities.

The report notes Mr. Rohrig's main business -- Cartel Properties
-- is not involved in the filings.

The report says a representative at the company declined to
comment and said Mr. Rohrig was out of town.

"The purpose in the Chapter 11 filings is to restructure their
current financial obligations and to continue in business," said
Ward Stone Jr., Esq., an attorney with Macon, Ga.-based Stone &
Baxter LLP who represents Mr. Rohrig, according to Atlanta
Business Chronicle.


ROHRIG INVESTMENTS: Updated Case Summary & Creditors' Lists
-----------------------------------------------------------
Lead Debtor: 431 W. Ponce De Leon, LLC
             340 E. Paces Ferry Road
             Atlanta, GA 30305

Bankruptcy Case No.: 13-53479

Chapter 11 Petition Date: February 19, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Ward Stone, Jr., Esq.
                  STONE & BAXTER LLP
                  Suite 800 Charter Medical Bldg.
                  577 Mulberry Street
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: wstone@stoneandbaxter.com

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

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

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                             Case No.
     ------                             --------
Cartel Properties Spalding Woods, LLC   13-53480
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
525 Moreland Avenue, LLC                13-53481
Cartel Properties II, LLC               13-53482
Rohrig Investments, LP                  13-53483
Rohrig Pollack, LLC                     13-53485
  Assets: $1,000,001 to $10,000,000
  Debts: $100,001 to $500,000

The petitions were signed by George W. Rohrig, managing member.

A. A copy of 431 W. Ponce De Leon's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb13-53479.pdf

B. A copy of Cartel Properties' list of its 13 unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb13-53480.pdf

C. A copy of Rohrig Pollack's list of its five unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb13-53485.pdf


ROTECH HEALTHCARE: M. Wartell Owns 9% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Michael J. Wartell and his affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
2,585,242 shares of common stock of Rotech Healthcare Inc.
representing 9.94% of the shares outstanding.  Mr. Wartell
previoiusly reported beneficial ownership of 1,605,038 common
shares or a 6.2% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available at http://is.gd/6tYU5B

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

                         Bankruptcy Warning

"In the event that we lack the ability to generate adequate cash
to support our ongoing operations, we may need to access the
financial markets by seeking additional debt or equity financing.
As disclosed in our Risk Factors, there may be uncertainty
surrounding our ability to access capital in the marketplace.  The
Company may be unable to secure the $15.0 million in additional
financing permitted to it under the Indentures for our Senior
Secured Notes and our Senior Second Lien Notes or to refinance its
indebtedness on commercially reasonable terms, in which case it
would need to identify alternative options to address its current
and prospective credit situation, such as a sale of the Company or
other strategic transaction, or a transformative transaction, such
as a possible restructuring or reorganization of the Company's
operations which could include filing for bankruptcy protection,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its rating on Orlando, Fla.-based Rotech
Healthcare Inc. to 'CCC-' from 'B'.  "The ratings reflect Rotech's
highly leveraged financial risk profile, dominated by its weak
liquidity position, high debt burden and overall sensitivity of
credit metrics to the uncertain reimbursement environment," said
Standard & Poor's credit analyst Tahira Wright.

In the Aug. 30, 2012, edition of the TCR, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Caa3 from B3 and Probability of Default Rating to Caa3
from B2.  This rating action is based on Moody's expectation that
Rotech's liquidity and credit metrics -- which are already weak --
will deteriorate further over the next few quarters.  Moody's
expects continued top-line pressure from Medicare reimbursement
cuts in 2013.


ROTECH HEALTHCARE: Nelson Obus Holds 9% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Nelson Obus and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 2,517,500 shares
of common stock of Rotech Healthcare Inc. representing 9.7% of the
shares outstanding.  Mr. Obus previously reported beneficial
ownership of 1,682,427 common shares or a 6.6% equity stake at
June 9, 2011.   A copy of the amended filing is available at:

                        http://is.gd/Dl4dfW

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

                         Bankruptcy Warning

"In the event that we lack the ability to generate adequate cash
to support our ongoing operations, we may need to access the
financial markets by seeking additional debt or equity financing.
As disclosed in our Risk Factors, there may be uncertainty
surrounding our ability to access capital in the marketplace.  The
Company may be unable to secure the $15.0 million in additional
financing permitted to it under the Indentures for our Senior
Secured Notes and our Senior Second Lien Notes or to refinance its
indebtedness on commercially reasonable terms, in which case it
would need to identify alternative options to address its current
and prospective credit situation, such as a sale of the Company or
other strategic transaction, or a transformative transaction, such
as a possible restructuring or reorganization of the Company's
operations which could include filing for bankruptcy protection,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its rating on Orlando, Fla.-based Rotech
Healthcare Inc. to 'CCC-' from 'B'.  "The ratings reflect Rotech's
highly leveraged financial risk profile, dominated by its weak
liquidity position, high debt burden and overall sensitivity of
credit metrics to the uncertain reimbursement environment," said
Standard & Poor's credit analyst Tahira Wright.

In the Aug. 30, 2012, edition of the TCR, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Caa3 from B3 and Probability of Default Rating to Caa3
from B2.  This rating action is based on Moody's expectation that
Rotech's liquidity and credit metrics -- which are already weak --
will deteriorate further over the next few quarters.  Moody's
expects continued top-line pressure from Medicare reimbursement
cuts in 2013.


ROTECH HEALTHCARE: Deerfield Holds 3% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Deerfield Mgmt, L.P., and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
937,790 shares of common stock of Rotech Healthcare Inc.
representing 3.6% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/zqh3bc

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

                         Bankruptcy Warning

"In the event that we lack the ability to generate adequate cash
to support our ongoing operations, we may need to access the
financial markets by seeking additional debt or equity financing.
As disclosed in our Risk Factors, there may be uncertainty
surrounding our ability to access capital in the marketplace.  The
Company may be unable to secure the $15.0 million in additional
financing permitted to it under the Indentures for our Senior
Secured Notes and our Senior Second Lien Notes or to refinance its
indebtedness on commercially reasonable terms, in which case it
would need to identify alternative options to address its current
and prospective credit situation, such as a sale of the Company or
other strategic transaction, or a transformative transaction, such
as a possible restructuring or reorganization of the Company's
operations which could include filing for bankruptcy protection,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its rating on Orlando, Fla.-based Rotech
Healthcare Inc. to 'CCC-' from 'B'.  "The ratings reflect Rotech's
highly leveraged financial risk profile, dominated by its weak
liquidity position, high debt burden and overall sensitivity of
credit metrics to the uncertain reimbursement environment," said
Standard & Poor's credit analyst Tahira Wright.

In the Aug. 30, 2012, edition of the TCR, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Caa3 from B3 and Probability of Default Rating to Caa3
from B2.  This rating action is based on Moody's expectation that
Rotech's liquidity and credit metrics -- which are already weak --
will deteriorate further over the next few quarters.  Moody's
expects continued top-line pressure from Medicare reimbursement
cuts in 2013.


SAIBABA LLC: Case Summary & 4 Unsecured Creditors
-------------------------------------------------
Debtor: Saibaba, LLC
        1440 N. Dixie Highway
        Monroe, MI 48162

Bankruptcy Case No.: 13-42986

Chapter 11 Petition Date: February 19, 2013

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Elias Xenos, Esq.
                  THE XENOS LAW FIRM, PLC
                  1821 W. Maple Road
                  Birmingham, MI 48009
                  Tel: (248) 812-9495
                  Fax: (248) 498-6272
                  E-mail: etx@XenosLawFirm.Com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/mieb13-42986.pdf

The petition was signed by Dilipkumar S. (Dipak) Patel, member.


SANGUI BIOTECH: Incurs $500,000 Net Loss in Fiscal 2nd Quarter
--------------------------------------------------------------
Sangui BioTech International, Inc., reported a net loss of
$500,404 on $46,249 of revenues for the three months ended
Dec. 31, 2012, compared with a net loss of $302,862 on $1,043 of
revenues for the prior fiscal period.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $696,300 on $48,043 of revenues, compared with a net loss
of $557,716 on $2,224 of revenues for the six months ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.6 million
in total assets, $253,376 in total current liabilities, and
stockholders' equity of $1.3 million.

The Company's balance sheet at June 30, 2012, showed $1.1 million
in total assets, $168,351 in total current liabilities, and
stockholders' equity of $959,374.

The Company has accumulated deficit of $32.6 million as of
Dec. 31, 2012, and has been significantly reducing its working
capital since June 30, 2004.

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

                       About Sangui BioTech

Sangui BioTech International, Inc., incorporated in Colorado in
1995, and its subsidiary, Sangui BioTech GmbH, which is
headquartered in Witten, Germany, are engaged in the development
of artificial oxygen carriers (external applications of
hemoglobin, blood substitutes and blood additives) as well as in
the  development, marketing and sales of cosmetics and wound
management products.

                           *     *     *

As reported in the TCR on Oct. 9, 2012, Sadler, Gibb & Associates,
LLC, in Farmington, Utah, expressed substantial doubt about
Sangui's ability to continue as a going concern.  The independent
auditors noted that the Company had accumulated losses of
$31.9 million for the period from inception through June 30, 2012.


SANTA FE GOLD: Incurs $2.9-Mil. Net Loss in Dec. 31 Quarter
-----------------------------------------------------------
Santa Fe Gold Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $2.9 million on $4.4 million of sales for
the three months ended Dec. 31, 2012, compared with a net loss of
$2.7 million on $1.9 million for the three months ended Dec. 31,
2011.

For the six months ended Dec. 31, 2012, the Company had a net loss
of $5.3 million on $9.9 million of sales, compared with a net loss
of $1.8 million on $3.6 million of sales for the six months ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012,showed $33.4 million
in total assets, $26.0 million in total liabilities, and
stockholders' equity of $7.4 million.

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

                        About Santa Fe Gold

Albuquerque, New Mexico-based Santa Fe Gold Corporation is a U.S.
mining company incorporated in Delaware in August 1991.  Its
general business strategy is to acquire, explore and develop
mineral properties.  The Company's principal assets are the 100%
owned Summit silver-gold project in New Mexico, the leased Ortiz
gold property in New Mexico, and the 100% owned Black Canyon mica
project in Arizona.

                           *     *     *

StarkSchenkein, LLP, in Denver, expressed substantial doubt about
San Fe Gold's ability to continue as a going concern, following
its audit of the Company's financial statements for the fiscal
year ended June 30, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a
working capital deficiency and needs to secure additional
financing to remain a going concern.


SCOTTSDALE VENETIAN: Days Hotel in Ch. 11, Seeks to Use Cash
------------------------------------------------------------
Scottsdale Venetian Village, LLC, owner of a hotel and restaurant
in Scottsdale, Arizona, sought bankruptcy protection and promptly
filed with the bankruptcy court in Phoenix a motion to use cash
that may constitute as collateral of creditors.

The Debtor says it needs to access the cash collateral of First
National Bank of Hutchinson and Small Business Term Loans, Inc.
for a 90-day period to pay the ordinary and necessary costs of
operating and maintaining its hotel and restaurant.

The Debtor says in court filings that according to an appraisal
commissioned by the bank's predecessor-in-interest, as of Jan. 26,
2010, the Debtor's leasehold interest in the hotel property had a
value of $12 million.  The bank asserts claims against the Debtor,
allegedly secured by the Debtor's interest, in the amount of
$6,890,000.  SBTL asserts a secured claim of $130,000.

The Debtor believes it has more than $5 million equity cushion in
the property.  Management believes that the value of its interests
in the property is not declining, but, rather, is increasing as a
result of, among other things, a recent change in the hotel's
flag.

Despite the Debtor's best efforts to negotiate a resolution of the
bank's asserted claim, an agreement could not be reached and the
Debtor filed for bankruptcy in order to reorganize and restructure
its debts and liabilities for the benefit of all parties-in-
interest.

The Debtor proposes to use cash through May 17, 2013 in accordance
with a budget.  Any revenues received by the Debtor in excess of
those described in the budget will be held by the Debtor until
such time as the Bank and SBTL agree to, or this Court authorizes,
their use.

"It is crucial for the Debtor to have the use of the Income to
operate and maintain the Property in order to preserve its going-
concern value while the Debtor formulates and implements a plan of
reorganization," says John J. Hebert, Esq., at Polsinelli
Shughart, counsel to the Debtor.

Aside from the cash collateral motion, the Debtor on the first day
of the case also filed motions to pay prepetition wages and
benefits of employees and pay prepetition claims of critical
vendors.

The Debtors have requested an expedited hearing on the first day
motions.

                     About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.


SCOTTSDALE VENETIAN: Meeting of Creditors on March 26
-----------------------------------------------------
There's a meeting of creditors in the Chapter 11 case of
Scottsdale Venetian Village, LLC, on March 26, 2013 at 9:00 a.m.

The meeting will be held at the US Trustee Meeting Room, 230 N.
First Avenue, Suite 102, Phoenix, Arizona.

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 Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., at Polsinelli
Shughart, P.C., in Phoenix.


SCOTTSDALE VENETIAN: To Pay Vendors Necessary for Hotel Operations
------------------------------------------------------------------
Scottsdale Venetian Village, LLC, filed a motion asking the
bankruptcy judge for approval to pay prepetition claims held by
vendors that provide goods or services that are critical to its
operations and therefore necessary to an effective reorganization.

The Debtor's management has reviewed and analyzed the sizeable
array of vendors and has designated 13 entities as "critical
vendors".  These vendors provide:

   a. food and beverage inventory for the Hotel and Restaurant, at
      attractive prices;

   b. linens and amenities used in the Hotel and incorporated into
      the Hotel's operations;

   c. specialty chemicals and products used in the laundering of
      the Hotel's linens;

   d. satellite television services used in the Hotel and
      Restaurant;

   e. high speed internet services used by guests of the Hotel;
      and

   f. referral and booking services that are critical to the
      Debtor's ability to obtain reservations.

The Debtor submits that if the critical vendors are not promptly
paid, in full, on account of their prepetition claims, there would
be a material negative impact on the Debtor's operations, and
therefore its prospects for a successful reorganization.

The Debtor requests that the Court allow the Company's prepetition
vendor account to remain open for 30 days to allow all of the
payments to clear.  The Debtor will open debtor-in-possession
accounts, and immediately transfer all funds in excess of those
necessary to fund the critical vendor payments, or by separate
order of the Court, but must maintain its prepetition account to
process these critical payments without interruption.

                     About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., at Polsinelli
Shughart, P.C., in Phoenix.


SEDONA DEVELOPMENT: Plan Proposed with Specialty Amended
--------------------------------------------------------
Sedona Development Partners, LLC; and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona a Disclosure Statement explaining the Joint Plan of
Reorganization filed with Specialty Mortgage Corp. dated Feb. 6,
2013.

In a minute entry for the hearing held Feb. 5, the Court ordered
that it will issue a ruling once the supplement is filed.

According to the Disclosure Statement dated Feb. 6, the Seven
Canyons development will continue as a whole, preserving the value
for the existing villas and golf club members and providing the
best outcome for creditors.  The Joint Plan resolves the
complicated lien structure on the Debtors' property, and, through
either a turnover of assets or purchase by Specialty, allows the
golf course development properties to be consolidated and continue
as an one of the premier golf course resorts in the country.  The
Joint Plan further allows all current dues paying members to
continue to enjoy the golf course and other amenities and provides
for the continued development of the remaining Seven Canyons
properties.

The Plan proposed with the Debtors' primary prepetition lender,
provides for a complete settlement between Debtors and Specialty,
including, the return of Specialty's collateral to the Specialty
Mortgage loan participants or their designees, subject to
existing property taxes, except for the 70 Parcel A Villa units,
which will be released by Specialty.

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

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.

A Sept. 4 hearing has been set to consider approval of the
disclosure statements explaining the competing plans for debtors
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC.  One plan was filed by Specialty Mortgage and the second was
filed by the Debtors.


SEMGROUP CORP: Better Risk Profile Cues Moody's to Keep CFR at B1
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
at SemGroup Corporation, the B1 $300 million senior secured
revolving credit facility and changed the outlook to stable from
negative. Moody's also changed the Speculative Grade Liquidity
rating to SGL-3 from SGL-2.

"The rating is supported by SemGroup's improving business risk
profile and the increasing proportion of fee-based cash flows
within strong growth areas," stated Michael Somogyi, Moody's Vice
President -- Senior Analyst.

Issuer: SemGroup Corporation

  Corporate Family Rating, Affirmed B1

  Probability of Default rating, Affirmed B2-PD

  Senior Secured Bank Credit Facility, Affirmed B1

Rating outlook, changed to stable from negative

Ratings Rationale:

SemGroup's B1 Corporate Family Rating is restrained by its small
scale, large growth capital expenditures and the evolving
corporate structure associated with its MLP subsidiary. The rating
is supported by its improving business risk profile and the
increasing proportion of fee-based cash flows within strong growth
areas.

SemGroup emerged from bankruptcy in November 2009 with a new
management team and a more fee-based business strategy. The
company has successfully de-emphasized its trading and marketing
operations and divested its wholesale propane distribution assets
while growing its fixed-fee gathering and processing,
transportation and storage operations to account for approximately
87% of gross margins.

The company owns a diverse suite of mid-stream assets focused on
the gathering, transportation, and storage of crude oil and
natural gas. The company's core crude oil gathering,
transportation, and storage assets are held at Rose Rock Midstream
Partners (Rose Rock, unrated), a subsidiary of SemGroup that
completed its IPO in December 2011 as a Master Limited
Partnership. Rose Rock operates in the DJ Basin, Niobrara, and
Granite Wash. SemGroup received proceeds of $127 million from the
offering and retains the 2% General Partner (GP) interests,
Incentive Distribution Rights, and 57% of the Limited Partner
interests. The remainder of SemGroup's North American assets are
owned between two subsidiaries, operating in the Mississippian
Lime, Montney, and Duvernay Shale plays. The company also owns a
petroleum products storage facility in the U.K. and asphalt
terminals in Mexico.

SemGroup dropped down 33% of its 51% stake in the White Cliffs
Pipeline to Rose Rock in January 2013 for approximately $275
million. SemGroup retains a 34% stake in While Cliffs with the
remaining co-owners comprised of Plains All American Pipeline, LP
(34%), Western Gas Partners, LP (10%) and Noble Energy, Inc (5%).
White Cliffs is a 527-mile common carrier pipeline system
currently running from the DJ Basin to Cushing, Oklahoma with
70,000 barrels per day of throughput capacity.

The rating incorporates the expectation that as more projects are
developed in these core areas at the SemGroup level, they may
eventually be dropped down into Rose Rock Midstream LP with the
cash proceeds going up to SemGroup. SemGroup will benefit from
additional dropdowns through the initial cash proceeds as well as
the future distributions, which are expected grow along with the
expansion and development of Rose Rock's crude oil gathering and
storage assets.

Due to SemGroup's increased capital expenditures, Moody's expects
consolidated debt levels to rise over the next 12-18 months as the
company draws on its revolver to fund projected capital
shortfalls. The anticipated cash flows and EBITDA growth from
these projects are expected to come online over the 2H2013 and
1H2014 to keep consolidated leverage below 4.0x.

The stable outlook reflects Moody's expectation that SemGroup will
successfully execute its planned capex program while maintaining
adequate liquidity and keeping financial leverage below 4.0x. An
upgrade is unlikely, given the fact that the company is coming out
of a transformative stage and has little track record with its MLP
structure. A positive outlook may be considered if the company
utilizes its high return on capital to grow and improve its asset
base to levels more consistent with its peers. The ratings could
be downgraded if the company's leverage profile exceeds 4.5x as a
result of a leveraging acquisition, if the company acquires assets
with a less favorable business risk profile, or if contract
coverage of revenues declines.

The principal methodology used in this rating was the Global
Midstream Industry Methodology 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.

SemGroup Corporation is a publicly-traded, midstream energy
company headquartered in Tulsa, Oklahoma.


SOLAR NATION: Solar-Panels Provider to Liquidate Under Chapter 7
----------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Solar Nation Inc.,
which designs, manufactures and installs photovoltaic solar-
panels, filed for Chapter 7 bankruptcy (Bankr. D. Ore. Case No.
13-30834) to liquidate its assets without citing a reason.

According to the report, the company, based in Portland, Oregon,
disclosed debt of about $11 million and assets of about $425,000
in Chapter 7 documents filed Feb. 19 in U.S. Bankruptcy Court in
its hometown.  The vast majority of its listed debt, more than $9
million, are intercompany payables, and many of its assets are
ascribed an "unknown" value.

Solar Nation makes and provides maintenance for "solar electric
systems ranging from large commercial rooftop and carport arrays
serving individual schools and businesses, to ground-mount arrays
deployed over hundreds of acres, serving major metropolitan
areas," according to the company's Web site.


SOUTH BRUNSWICK YMCA: In Bankruptcy as Membership, Donations Drop
-----------------------------------------------------------------
South Brunswick Family YMCA, Inc., based in Monmouth Junction, NJ
New Jersey, filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case
No. 13-13085) on Feb. 15, 2013, in Trenton.  Judge Raymond T.
Lyons Jr., oversees the case.  Brian W. Hofmeister, Esq., at Teich
Groh, serves as counsel.

South Brunswick Family YMCA estimated $1 million to $10 million in
both assets and liabilities.  A list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/njb13-13085.pdf The petition was
signed by Thomas Libassi, executive director.

Stella Morrison, writing for The Sentinel, reports that YMCA
Executive Director Tom Libassi said, "Chapter 11 provides us
protection from creditors while we formulate our reorganization
plan."  Mr. Libassi said that both membership and donations have
been down over the past few years, resulting in less revenue for
the YMCA.

According to the Sentinel, in a note sent to e-mail subscribers,
the YMCA cited the economy as a factor in its bankruptcy filing.
"Like so many businesses and organizations in our area, the South
Brunswick YMCA has been adversely affected by the economic
recession," the e-mail read. "We believe the action our board has
taken is the first step toward restoring our YMCA?s operational
and fiscal health."

The bankruptcy filing will not have an effect on the YMCA's
programming or services during the reorganization process, which
will take at least six months, YMCA officials said, according to
the Sentinel.


SPECIALTY PRODUCTS: Asbestos Panel Can Hire Keating Muething
------------------------------------------------------------
The official committee of asbestos personal injury claimants and
the future claimants' representative appointed in the Chapter 11
cases of Specialty Products Holdings Corp., et al., obtained
authority from the Bankruptcy Court to retain Keating Muething &
Klekamp PLL as their Ohio litigation counsel, nunc pro tunc to
Dec. 21, 2012.

The firm, according to the Asbestos Committee and the FCR, is
entitled to payment of fees and reimbursement of expenses
totalling $6,000 in connection with its representation in the
matter captioned Bondex International, Inc. v. Hartford Accident
and Indemnity Company, Case No. 1:03 CV 1322, in the United States
District Court for the Northern District of Ohio.

As previously reported by The Troubled Company Reporter on
Feb. 11, 2013, the Asbestos Committee said the Debtor's current
and projected asbestos liability range between $1.1 and $1.25
billion, net present value.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.


STAR WEST: Moody's Rates New $825MM Senior Debt Facility 'Ba3'
--------------------------------------------------------------
Moody's assigned a Ba3 rating to Star West Generation, LLC's $825
million in senior secured credit facilities. The facilities
consist of a $725 million 7-year senior secured term loan B due
2020 and a $100 million 5-year senior secured revolving credit
facility due in 2018. The rating outlook is stable.

Star West currently owns the 570 MW Griffith and 579 MW Arlington
natural gas-fired, combined-cycle power projects in Arizona
totaling 1,149 megawatts (MW) and is indirectly, wholly owned by
Highstar Capital IV LP (Highstar) and its co-investors. Highstar
and its co-investors separately indirectly, wholly own GWF Energy
Holdings, LLC (Holdings) which owns GWF Energy, a portfolio
consisting of the 96 MW Hanford and 96 MW Henrietta peaking units
and the 335 MW Tracy combined cycle plant. All three facilities
are currently owned by GWF Energy are located in California.

Highstar expects to merge the Holdings portfolio with the existing
Star West portfolio and simultaneously use the proceeds from the
transaction to refinance both the Ba3 rated $550 million in
outstanding Term Loan B at Star West and the Ba2 rated $171.2
million outstanding Term Loan B at Holdings (HoldCo loan). The
remaining proceeds will be used to pay transaction fees and
expenses and distribute a modest equity amount not to exceed $15
million. There is an approximate $289 million term loan (OpCo
loan) associated with a separate, stand-alone commercial bank
financing of the Tracy combined cycle unit owned by GWF Energy and
that debt (unrated) will remain in place. Following this
refinancing and merger, total consolidated Star West debt will be
approximately $1 billion on a portfolio of 1,676MW.

Ratings Rationale:

The Ba3 rating on the portfolio reflects predictable cash flows
generated principally through discrete medium- to long-term
tolling arrangements at all five assets with investment grade
offtakers resulting in approximately 80% of gross margins
contracted through term loan maturity. Each of the projects has
generated sound operating availability per their respective
tolling arrangements at levels of 98-99% and utilizes well-known
and commercially proven GE turbine equipment. The rating also
incorporates increased geographic and asset diversity with assets
located in central and southern California that are well
positioned to complement the increased renewable energy
penetration in the region as well as assets in Arizona that are
poised for future growth but also have ability to wheel
electricity into the CAISO market.

The Ba3 rating factors in the shift of $171 million in debt to
Star West from Holdings, which dilutes Star West lenders direct
claims on cashflows and assets as cash flows to support the
incremental $171 million are subordinated to $289 million of OpCo
debt. Specifically, the Hanford, Henrietta and Tracy projects will
continue to serve as collateral to the OpCo lenders at GWF Energy
and therefore Star West lenders have only a secondary claim on
these assets but a disproportionate share in the debt burden, a
weakness in the project structure in Moody's view. While GWF
Energy is likely to provide a meaningful portion of the
consolidated cash flow on a contracted basis, approximately 66% of
the GWF Energy cash flow will be used to satisfy annual OpCo debt
service (exceeds $40 million) under Moody's base case, leaving
approximately $22-23 million of annual residual cash flow
available for distributions to Star West under Moody's assumption.

As such, cash flow for Star West debt service will primarily
depend upon the revenue received under the tolls and for the sale
of energy at the Arlington and Griffith plants, both of which
generally earn the majority of their annual cash flow during the
summer months. To that end, Moody's notes that Arlington and
Griffith, both Arizona assets, currently operate in a relatively
weak electricity market. The Griffith and Arlington hedges are
summer-only tolling agreements and they have historically
generated little merchant margin and cash flow in the shoulder
months, consistent with Moody's conservative case. Moody's
anticipates this operating performance to continue in the medium
term.

Collectively, Moody's calculates that cash flow anticipated from
Griffith and Arlington represents 70% to 75% of cash flow
available for debt service (CFADS) with the remainder coming from
the previously outlined GWF distributions. Moody's observes the
proposed term sheet contemplates the ability for Star West to sell
either the Griffith or Arlington Valley asset, the two primary
assets from a cash flow perspective and the only assets in which
Star West lenders have a direct security interest. Moody's views
the terms of the asset sale provision to be sponsor friendly and a
weakness in the financing structure. That said, Moody's notes that
any sale is subject to the sale consideration being for cash at
fair market value, no default occurring, and the receipt of rating
reaffirmations from both rating agencies. If the proceeds are not
reinvested within a defined period, then 100% would be swept to
pay down debt. While creditor protections are incorporated into
the structure, an Arlington or Griffith sale not accompanied with
an associated debt reduction would increase concentration risk and
weaken Star West credit quality.

The rating is also held down by sizeable debt burden of
approximately $600 debt / kw in aggregate that results in debt
service coverage metrics and leverage metrics in the mid-B
category under Moody's Power Generation Projects methodology as
well as modest refinancing risk by the term loan maturity in 2020.

The term loan benefits from the usual suite of project finance
features with some exceptions. There will be the standard cash
flow waterfall of accounts, separateness covenants and debt
service reserve fund. However, in addition to the ability to sell
the core assets in Griffith or Arlington, Star West has the
ability to upsize the revolver by up to $25 million. In addition
to the minimum 1% required amortization typically seen in most
Term Loan B financings, the financing documents require the
greater of 75% of the annual excess cash flow and an amount
necessary to achieve a targeted debt balance be applied to
principal repayment. As mentioned, the Tracy, Henrietta, and
Hanford plants along with their associated contracts continue to
comprise the primary components of the collateral package of GWF
Energy and Star West's lenders' security will be limited to senior
secured interest in the assets and contracts of the Griffith and
Arlington facilities and a first security interest in only the
stock of Holdings and, to the extent not pledged to secure the
OpCo debt at GWF Energy, the stock of Holdings' subsidiaries.

Star West's stable outlook reflects the diversified nature of the
portfolio, enhanced by the addition of the GWF assets, and a high
level of contracted cashflows to generate stable and predictable
credit metrics. The stable outlook also reflects Moody's
expectation that the plants will continue to demonstrate high
levels of availability.

Additional debt repayment caused by project cash flows that are
greater than anticipated, additional contracts that maintain or
improve cash flow on unhedged capacity, which result in sustained
cash flow credit metrics that are line with a "Ba" category under
the Methodology could lead to consideration of a higher rating.

There could be downward pressure on the rating or outlook if there
were to be significant deterioration in the credit quality of one
or more off-takers, if the projects do not operate as anticipated,
or if key credit metrics end up being materially lower than
anticipated.

Moody's intends to withdraw the Ba2 ratings assigned to GWF
Energy's existing $171.2 million secured term loan due 2018 and
its existing $29.4 million secured revolver and letter of credit
facilities both due 2017 as well as the Ba3 ratings assigned to
Star West's existing $550 million secured term loan due 2019 and
the existing $100 million secured revolver due 2016 upon the
closing and funding of the new Star West facilities.

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

Star West is a wholly owned subsidiary of private equity funds
managed by Highstar Capital IV and its affiliates. Highstar
Capital is an independently owned and operated private equity fund
manager with over $5 billion invested across 18 platform
investments since its inception in 1998. Highstar Capital focuses
its investments in the energy, environmental services and
transportation sectors. The Star West portfolio will represent the
single largest investment by Highstar Capital IV, LP.


SUNGARD DATA: New $2BB Senior Term Loan Gets Moody's 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to SunGard Data
Systems Inc.'s proposed $2 billion senior secured term loan B due
2020. All other ratings, including the B2 corporate family rating,
were affirmed. The rating outlook is stable. Proceeds from the new
debt are expected to be used to repay the $1.7 billion term loan
due 2016 and a portion of the $908 million term loan due 2017.

Ratings Rationale:

The B2 corporate family rating reflects Moody's expectation that
SunGard's financial leverage will likely remain elevated in the
mid to high 5 times range through 2013. The rating also
incorporates the underperformance of the Availability Services
business relative to the Financial Systems business. AS' revenues
and profits have deteriorated in recent years, as SunGard has not
executed effectively in a recovery/business continuity industry
that is otherwise showing growth.

SunGard has made solid progress in reducing debt during 2012.
Total reported debt was reduced by $1.2 billion to $6.7 billion as
of December 31, 2012 driven by the sale of its Higher Education
business, in which net proceeds of $1.22 billion were used to
repay some of its senior secured credit facility term loans.
SunGard also repaid $717 million of other debt; however, this was
offset by new debt of $720 million to fund a dividend payment.
With the debt reduction, adjusted debt to EBITDA has improved by
over a turn to about 5.7 times as of December 31, 2012.

The dividend payment issued in December 2012 to the private equity
owners was a reversal of SunGard's recent debt reduction
initiatives. Moody's believes this will likely delay the
anticipated initial public offering. For a viable IPO story,
Moody's thinks that SunGard will have to demonstrate sustained
organic revenue growth in its core FS business and stabilize the
AS business.

Consistent revenue and profitability growth (in the low single
digits) with adjusted debt to EBITDA under 5x on a sustained basis
could result in a higher rating. The rating could be lowered if
revenue or operating profitability were to decline (e.g.,
continued revenue and operating margin erosion in Availability
Services) such that the company's ratio of adjusted debt to EBITDA
were to exceed 6.5x or free cash flow were to fall below $300
million on a sustained basis.

The stable outlook reflects Moody's expectation of flat revenue
growth in 2013 given the weakness in the global financial services
industry and the time required to turnaround the Availability
Services business. Moody's expects modest improvement to its
financial leverage arising from cost savings and annual free cash
flow of about $400 million. The stable outlook also assumes
SunGard will not increase its debt leverage significantly or make
any further dividend payments to its private equity sponsors.

Ratings assigned at Sungard Data Systems Inc.:

  Senior Secured Term Loan B, Tranche E -- rated Ba3 (LGD 2, 27%)

  Senior Secured Revolving Credit Facility due 2018 -- rated Ba3
  (LGD 2, 27%)

Ratings affirmed at Sungard Data Systems Inc.:

  Corporate Family Rating -- rated B2

  Probability of Default -- rated B2-PD

  Speculative Grade Liquidity Rating -- rated SGL-1

  Senior Unsecured Global Notes due 2018 -- affirmed at Caa1 and
  a LGD point estimates changed to (LGD 5, 78% from 75%)

  Senior Unsecured Global Notes due 2020 -- affirmed at Caa1 and
  a LGD point estimates changed to (LGD 5, 78% from 75%)

  Senior Subordinated Global Notes due 2019 -- affirmed at Caa1
  (LGD 6, 93%)

  Senior Secured Revolving Credit Facility due 2016 -- affirmed
  at Ba3 and a LGD point estimates changed to (LGD 2, 27% from
  22%)

  Senior Secured Term Loan B, Tranche A due 2014 -- affirmed at
  Ba3 and a LGD point estimates changed to (LGD 2, 27% from 22%)

  Senior Secured Term Loan B due 2016 -- affirmed at Ba3 and a
  LGD point estimates changed to (LGD 2, 27% from 22%)

  Senior Secured Term Loan due 2014 -- affirmed at Ba3 and a LGD
  point estimates changed to (LGD 2, 27% from 22%)

  Senior Secured Term Loan C due 2017 -- affirmed at Ba3 and a
  LGD point estimates changed to (LGD 2, 27% from 22%)

  Senior Secured Term Loan B, Tranche D due 2020 -- affirmed at
  Ba3 and a LGD point estimates changed to (LGD 2, 27% from 28%)

Moody's affirmed the following at SunGard Data Systems Inc. (Old)

  Senior Global Notes due 2014 -- affirmed at B3 (LGD4-64%)

The rating outlook is stable.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry 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.

With over $4.2 billion of projected annual revenues, SunGard Data
Systems Inc. is a provider of software and IT services, and is
owned by a consortium of private equity investors (including Bain,
Blackstone, KKR, Silver Lake, Texas Pacific Group, GS Partners,
and Providence Equity).


SWIFT TRANSPORTATION: Moody's Lifts CFR to 'B1', Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Swift
Transportation Co., LLC's corporate family rating to B1 from B2.
Swift has a Speculative Grade Liquidity Rating of SGL-3. The
ratings outlook is Stable.

Ratings Rationale:

The ratings upgrade reflects the substantial progress that Swift
has made in margin growth, cash flow generation, and deleveraging
during a period of stable demand in the truckload segment. The
company has experienced solid revenue growth in a strong pricing
environment since its December 2010 IPO, which has enabled Swift
to increase operating margins in its core truckload operations
business. As a result, the company has generated operating cash
flows at levels that cover robust fleet investment as well as to
repay a substantial amount of debt. Total debt (including Moody's
standard adjustments), has declined by approximately 15% since the
IPO, from over $2.2 billion to less than $1.9 billion as of
December 2012. Debt to EBITDA, which was over 4.0 times as of the
2010 IPO, is approximately 3.0 times as of December 2012. EBIT to
Interest has likewise improved, from approximately 1.5 times at
the time of the IPO to an estimated 2.3 times as of December 2012,
while Retained Cash Flow to Debt has grown to over 25% from
approximately 15% over that period. These metrics map well against
B1-rated companies. However, the highly cyclical nature of the
trucking sector, when considered against the still-elevated debt
levels, constrains the ratings at the B1 level.

Swift's senior secured first lien bank credit facilities are rated
Ba2, which is two notches above the corporate family rating,
reflecting the senior position that this class of debt holds in
Swift's liability structure, and the higher estimated recovery
assessed on these facilities per Moody's Loss Given Default
Methodology. The B3 rating on the second lien notes is two notches
below the corporate family rating, reflecting the substantial
level of first lien debt senior in claim to this instrument.
Moody's estimates that the second lien facilities would incur
substantial loss in the event of default, as suggested by its Loss
Given Default Assessment of LGD5.

The stable rating outlook reflects Moody's expectations that
steady freight demand and a continued strong pricing environment
in the truckload sector will allow the company to continue to
experience modest revenue growth with operating margins sustained
at approximately 10% over the near term. This should allow the
company to cover its planned fleet investments over the next few
years to as well as to repay modest amounts of debt. Moody's
believes that this will sustain credit metrics at levels that
support the B1 over the near term.

The ratings could be raised if the company can continue to
generate enough operating cash flow to amply cover fleet
investment at over 9% of total revenue, with steady decreases in
debt levels. Debt to EBITDA sustained below 3 times and EBIT to
Interest of over 2.5 times could support a positive rating action.

Swift's ratings could be revised downward if the company were to
encounter an unexpected industry downturn that involved a
contraction of freight demand and weakening pricing, such that
operating margins were to fall below 5% for an extended period.
Debt to EBITDA of over 4.5 times or EBIT to Interest of less than
1.5 times could also warrant lower rating consideration.

Upgrades:

Issuer: Swift Transportation Co., LLC

  Probability of Default Rating, Upgraded to B1-PD from B2-PD

  Corporate Family Rating, Upgraded to B1 from B2

  Senior Secured Bank Credit Facility Upgraded to Ba2 (LGD2, 28%)
  from B1 (LGD3, 32%)

  Senior Secured Regular Bond/Debenture, Upgraded to B3 (LGD5,
  77%) from Caa1 (LGD5, 83%)

Outlook Actions:

Issuer: Swift Transportation Co., LLC

  Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Swift Transportation Co., LLC

  Speculative Grade Liquidity Rating, Affirmed SGL-3

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

Swift Transportation Co, LLC, headquartered in Phoenix, Arizona,
provides truckload transportation services in the United States,
with line-haul, dedicated and intermodal freight services.


T&T ENERGY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: T&T Energy, LLC
        P.O. Box 1433
        London, KY 40743-1433

Bankruptcy Case No.: 13-60231

Chapter 11 Petition Date: February 19, 2013

Court: United States Bankruptcy Court
       Eastern District of Kentucky (London)

Debtor's Counsel: W. Thomas Bunch, II, Esq.
                  BUNCH & BROCK, ATTORNEYS-AT-LAW
                  271 West Short Street, Suite 805
                  P.O. Box 2086
                  Lexington, KY 40588-2086
                  Tel: (859) 254-5522
                  E-mail: tom@bunchlaw.com

Scheduled Assets: $8,535,800

Scheduled Liabilities: $17,010,753

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/kyeb13-60231.pdf

The petition was signed by Amy C. Hamilton, sole member.


TOMNIK FOOD: Case Summary & 9 Unsecured Creditors
-------------------------------------------------
Debtor: Tomnik Food Services, Inc.
        127 Route 304
        Bardonia, NY 10954

Bankruptcy Case No.: 13-22271

Chapter 11 Petition Date: February 19, 2013

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Anne J. Penachio, Esq.
                  PENACHIO MALARA LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  E-mail: apenachio@pmlawllp.com

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

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

A copy of the Company's list of its nine unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-22271.pdf

The petition was signed by Tom Voustas, president.


TRAINOR GLASS: Hires Reese Broome as Virginia Counsel
-----------------------------------------------------
Trainor Glass Company obtained entry of an order (i) expanding for
the second time the employment of Stephen J. Annino and the
partners, associates and paralegals of the law firm of Kasimer &
Annino, P.C. and (ii) authorizing the employment of the attorneys,
professionals and employees of Rees Broome, P.C.

In May 2012, the Debtor obtained approval to employ K&A as local
Virginia counsel.  In June 2012, the Debtor obtained an order
authorizing the expanded employment of K&A for the review,
preparation and recording of liens related to the Anacostia
Health Center in Washington D.C. and any other project agreed to
between the Debtor and K&A.

On Jan. 1, 2013, the attorneys of K&A, including Stephen J.
Annino, joined Rees Broome.  K&A has ceased operations.

K&A reviewed, prepared and recorded all necessary liens to protect
the Debtor's interest in the Anacostia Health Center project.  To
continue the Debtor's lien rights in the Anacostia Health Center
project and a bond posted by the general contractor Forrester
Construction Company, a lawsuit needed to be filed by Dec. 31,
2012.

Accordingly, the Debtor requested that the attorneys of K&A, and
now RBPC, file the lawsuit and provide such other and further
services as may be necessary to continue with the prosecution of
the litigation, including making any necessary court appearances
and filing any required pleadings.

The Debtor's expanded employment of K&A attorneys, and employment
of RBPC, will be effective May 24, 2012, according to the Court's
order.

K&A and RBPC have requested an additional security retainer from
the Debtor in the amount of $20,000.

Stephen J. Annino, a partner of K&A and now RBPC, attests that the
firms are a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                       About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TWIN PEAKS: Amended Scheduling Orders Okayed in Ch.7 Trustee Suits
------------------------------------------------------------------
In the Chapter 7 case of TWIN PEAKS FINANCIAL SERVICES, INC. aka
KENNETH C. TEBBS aka MNK INVESTMENTS, INC., and MNK INVESTMENTS,
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah entered rulings on February 19, 2013, granting
stipulated motions to amend scheduling orders in these adversary
proceedings:

  -- DUANE H. GILLMAN, as Chapter 7 Trustee, Plaintiff, v. RICHARD
     GEIS and COLLETTE GEIS, individuals, Defendants. (Adversary
     Proceeding No. 09-2574)

  -- DUANE H. GILLMAN, as Chapter 7 Trustee, Plaintiff, v.
     CHRISTOPHER RUSSELL aka CHRIS RUSSELL, an individual,
     Defendant. (Adversary Proceeding No. 09-2687)

The Stipulation provides that:

   (a) The deadline for filing dispositive or potentially
       dispositive motions is extended to May 15, 2013.

   (b) The attorneys will hold their conference at the office of
       the plaintiff on July 16, 2013.

   (c) The parties will file an amended proposed pretrial order on
       or before July 30, 2013.

   (d) A final pretrial conference will be held on August 20,
       2013, at 2:00 p.m., before the Honorable R. Kimball Mosier,
       United States Bankruptcy Judge, in Room 369, Frank E. Moss
       United States Courthouse, 350 South Main Street, in Salt
       Lake City, Utah.

   (e) The former Order Governing Scheduling and Preliminary
       Matters shall remain in full force and effect in all other
       respects.

Duane H. Gillman, Esq. -- dgillman@djplaw.com -- Penrod W. Keith,
Esq. -- pkeith@djplaw.com -- Jessica G. Peterson, Esq. --
jpeterson@djplaw.com -- Ian S. Davis, Esq. -- bdavis@djplaw.com --
at DURHAM JONES & PINEGAR, P.C., in Salt Lake City, Utah,
represent Duane H. Gillman, Chapter 7 Trustee.

A copy of the Bankruptcy Court's February 19, 2013 Orders are
available at http://is.gd/Mm0Glgand http://is.gd/eiHTjffrom
Leagle.com.

                         About Twin Peaks

Utah-based Twin Peaks Financial Services, Inc. was placed into
involuntary Chapter 11 bankruptcy (Bankr. D. Utah Case No. 07-
25399) on Nov. 9, 2007.  Judge Judith A. Boulden presided over the
case, which was subsequently converted to Chapter 7 with Duane H.
Gillman serving as Chapter 7 Trustee.


TWN INVESTMENT GROUP: Lap Tang Named Responsible Individual
-----------------------------------------------------------
TWN Investment Group, LLC, sought and obtained an order from the
bankruptcy court appointing Lap Tang as the responsible individual
for the Debtor.

As the managing member of the Chapter 11 Debtor, Mr. Tang is
familiar with the business operations and duties of the Debtor.

Mr. Tang can be reached at:

         Lap Tang
         TWN INVESTMENT GROUP
         380 N. First St.
         San Jose, CA 95112
         Phone: 408-667-0998

A status conference in the case is scheduled for April 4, 2013, at
10:00 a.m.

                    About TWN Investment Group

TWN Investment Group, LLC, filed a Chapter 11 petition in its
home-town in San, Jose California (Bankr. N.D. Calif. Case No.
13-50821) on Feb. 13, 2013.

The Company disclosed assets of $58.2 million and liabilities of
$53.4 million in its schedules.  The Company owns partially
developed real estate located at 909-9999 Story Road, in San Jose.
The property is the company's sole assets and secures a $48.1
million debt to East West Bank.

The Debtor is represented by the Law Offices of Charles B. Greene,
in San Jose.


UNILIFE CORPORATION: Incurs $14.6MM Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
Unilife Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $14.6 million on $699,000 of revenues
for the three months ended Dec. 31, 2012, compared with a net
loss of $12.8 million on $912,000 of revenues for the three months
ended Dec. 31, 2011.

For the six months ended Dec. 31, 2012, the Company had a net loss
of $27.1 million on $1.4 million of revenues as compared to a net
loss of $22.6 million on $3.0 million of revenues for the six
months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$74.9 million in total assets, $34.7 million in total liabilities,
and stockholders' equity of $40.2 million.

KPMG LLP, in Harrisburg, Pennsylvania, expressed substantial doubt
about Unilife's ability to continue as a going concern, following
the Company's results for the fiscal year ended June 30, 2012.
The independent auditors noted that the Company has incurred
recurring losses from operations and has limited cash ersources.

A copy of the Form 10-Q is available at http://is.gd/5aZOrs

York, Pa.-based Unilife Corporation is a U.S. based company
engaged in the design, development, production and supply of
injectable drug delivery systems.


VALENCE TECHNOLOGY: Amends Schedules of Assets and Liabilities
--------------------------------------------------------------
Valence Technology, Inc. filed with the Bankruptcy Court for the
Western District of Texas second amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                         $0
  B. Personal Property            $25,048,881
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $69,101,830
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $11,613
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,001,493
                                 -----------      -----------
        TOTAL                    $25,048,881      $79,114,936

In a prior version of the schedules, the Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.

                       About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.

Chairman Carl E. Berg and related entities own 4.4% of the shares.
ClearBridge Advisors, LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VALENCE TECHNOLOGY: Amends List of Top Creditors for 3rd Time
-------------------------------------------------------------
Valence Technology, Inc. submitted a third amended list of its 20
Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Tiankin Lishen Battery Joint       Trade Debt           $4,685,281
6 Lanyuan Road
Huayuan Hi-Tech Industry Park
Tianjin 300384, PR China

Carl Warden                        Loan                 $3,016,875
1516 Country Club Drive
Los Altos, CA 94024

Krieg, Keller, Sloan & Reilly      Professional Fees      $665,519
555 Montgomery Street, 7th Floor
San Francisco, CA 94111

BJ Technologie                     Contract Dispute       $593,325
ZI de l'Eraudiere

Courb                              Contract Dispute       $181,090
9 Rue de la Republique
69002 Lyon
France

Amperex Technology Limited         Trade Debt              $96,984

Kuchne & Nagel                     Professional Fees       $88,929

Salesforce.com, Inc.               Trade Debt              $57,167

PMB Helin Donovan, LLP             Professional Fees       $66,445

McGinnis, Lochridge & Kilgore, LLP Professional Fees       $36,670

Krause & Welsert                   Professional Fees       $34,811

Insight Direct                     Trade Debt              $29,396

Next Innovation, Inc.              --                      $27,103

Host Analytics, Inc.               Trade Debt              $17,325

Pope, Shamsle & Dooley, LLP        Professional Fees       $14,533

Metal Conversion Tech, LLC         Trade Debt              $13,315

Ghedi International, Inc.          Trade Debt              $25,675

National Depo                      Litigation              $22,538

McGinnis, Lochridge &              Professional Fees       $19,666
Kilgore, LLP

Silicon Valley Bank                Credit Card             $13,552

                       About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors, LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VANDERRA RESOURCES: Plan Outline Hearing Set for March 14
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on March 14, 2013, at 1:30 p.m. to consider
adequacy of information in the Disclosure Statement explaining the
Chapter 11 Plan for Vanderra Resources, LLC.

The Plan is designed to accomplish the further liquidation of the
Debtor's estate and provide a mechanism for the distribution of
the proceeds of the liquidation to beneficiaries of the estate,
according to the disclosure statement for the Joint Plan of
Liquidation dated Feb. 6, 2013, proposed by the Debtor and the
Official Committee of Unsecured Creditors.

The Plan provides for the creation of The Vanderra Resources, LLC
Liquidating Trust to effectuate the administration and orderly
liquidation of the estate's remaining assets, including causes of
action.

The Plan was filed within the exclusive period to file a Plan.

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

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.  The Debtor disclosed $26,319,392 in assets and
$24,066,68 in liabilities as of the Chapter 11 filing.


VEYANCE TECHNOLOGIES: Moody's Rates USD1.2-Bil. Debt Facility B2
----------------------------------------------------------------
Moody's rates Veyance bank credit facility B2; stable outlook

Moody's Investors Service assigned a B2 CFR and B2 PDR-PD to
Veyance Technologies, Inc. and assigned a B2 rating to the
company's $1.2 billion Credit Facility. The facility is comprised
of a $1.125 billion term loan and a $75 million revolver. Proceeds
from the transaction will refinance the company's current debt and
cover related fees and expenses. The rating outlook is stable.

Assignments:

Issuer: Veyance Technologies Inc.

  Senior Secured Bank Credit Facility, Assigned B2, LGD3- 45%

  Probability of Default Rating, Rated B2-PD

  Corporate Family Rating, Rated B2

Outlook:

The rating outlook is Stable

Ratings Rationale:

Veyance's B2 CFR reflects the company's significant leverage in
the high 5 times range pro-forma for the transaction and including
Moody's standard adjustments, significant end-user concentration,
the cyclicality within key markets, and Moody's expectation that
demand will slow during 2013. Moody's expects that Veyance's
revenue growth during 2013 will be in the low single digits,
consistent with 2012's expected year-over-year growth. As a
result, Moody's expects the company to focus on productivity gains
in order to grow margins. Moreover, although US demand for coal is
likely to be affected by low natural gas prices, Veyance's
conveyor belt business benefits from growth in international
demand for coal. Demand for its industrial hoses is anticipated to
benefit from growth in oil and gas as well as in industrial
production. The rating also considers these trends and the
company's good market position, low maintenance capital
expenditures, positive free cash flow, and high recurring
revenues.

The B2 rating of the $1.2 billion senior secured credit facilities
reflects their first lien status and the unconditional guarantee
by EDP Holdings, Inc. (Veyance's parent company) and its
restricted subsidiaries. The collateral package includes Veyance's
US assets but excludes significant international operations.

The ratings consider the company's adequate liquidity with
expectations for single positive free cash flow due in part to
capital expenditures made to support growth initiatives and
productivity. Moody's anticipates adequate availability under its
new $75 million secured revolver. The company's liquidity also
benefits from good room under its covenants due to its covenant
lite structure and meaningful unencumbered assets that could be
sold as an alternative form of liquidity.

The stable ratings outlook reflects the expectation that the
company will continue to experience slowing revenue growth while
focusing on cost-cutting initiatives that will help support its
margins. The company's current and projected leverage metrics are
anticipated to remain consistent with the current rating over the
next 12 months and potentially longer.

The rating and rating outlook could come under pressure if the
company's leverage was forecasted to remain in the high 5 times
range on a projected basis and anticipated to weaken further. A
decline in the company's operating margins could affect the rating
outlook given Moody's expectation for stable to improving margins.
An inability to pass on raw material prices on a timely basis
could also cause rating pressure particularly if it resulted in
significantly higher revolver usage to fund higher working capital
levels.

The rating and the outlook could be upgraded if the company was to
experience a reduction in total leverage to under 3.5 times on a
sustainable basis.

The principal methodology used in this rating was the Global
Manufacturing Industry Methodology 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.

Veyance Technologies Inc., headquartered in Fairlawn Ohio,
manufactures conveyor belts, industrial hoses, power transmission
products, and mobile equipment products. Total annual revenues for
2012 are anticipated by Moody's to have totaled approximately $2
billion.


VIRGINIA GOLF: Owner of Prince George Golf Club Files Ch.11
-----------------------------------------------------------
Virginia Golf LLC, the corporation that owns the 50-year-old
Prince George Golf Club, filed for Chapter 11 bankruptcy (Bankr.
E.D. Va. Case No. 13-30814) on Feb. 18, 2013, in Richmond,
estimating $500,001 to $1 million in assets, and $1 million to
$10 million in liabilities.  Judge Douglas O. Tice, Jr. oversees
the case.  James E. Kane, Esq., at Kane & Papa P.C., serves as
counsel to the Chester, Virginia-based company.

The petition was signed by Ronald K. Kelley, managing member.

Michael Schwartz, writing for Richmond BizSense, reports that the
bankruptcy filing was made to thwart foreclosure set for Tuesday.

Richmond BizSense reports that the semi-private club, located
about 12 miles south of Petersburg, needs more time to work
through potential reorganization plans, which could include
selling the 100-acre course to a group of investors, said owner
Ronnie Kelley.  The course will stay open for business during the
process, he said.

"I have a pretty good plan, and the only way I have time to do it
is file for Chapter 11 bankruptcy," said Mr. Kelley, who also owns
River's Bend Golf Club in Chester.

Richmond BizSense notes the course's main debt is $981,000 owed to
its main lender, First Community Bank.  The bank took over the
loan from the former Peoples Bank of Virginia, which First
Community bought last year.

A list of the Company's eight largest unsecured creditors filed
with the petition is available for free at
http://bankrupt.com/misc/vaeb13-30814.pdf


W3 CO: S&P Rates $330MM First Lien Senior Secured Debt 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level rating
of 'B-' (the same as the corporate credit rating) to Houston-based
safety services and equipment provider W3 Co.'s proposed
$330 million first-lien senior secured credit facilities
(consisting of a $270 million term loan due 2020 and a $60 million
revolver due 2018).  The recovery rating on this debt is '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
in the event of default.

S&P also assigned an issue-level rating of 'CCC' to W3 Co.'s
proposed $115 million second-lien term loan due 2020.  The
recovery rating on this debt is '6', indicating S&P's expectation
of negligible (0% to 10%) recovery in the event of default.

The company intends to use proceeds to redeem approximately
$272 million outstanding on its existing revolver and term loan.
Proceeds will also be used to refinance a $52 million holding
company note and make a $26 million distribution to shareholders.
S&P will withdraw its ratings on the company's existing term loan
and revolver if the company completes its proposed transaction.

The ratings on W3 reflect S&P's assessment of the company's
"vulnerable" business risk and "highly leveraged" financial risk.
The ratings also incorporate the company's aggressive financial
leverage and its narrow business focus and small scale in the
fragmented market for safety equipment and maintenance services.
W3 derives approximately 40% of its revenue from the upstream
energy market, 25% from the downstream energy market, about 25%
from the petrochemical and chemical markets, and about 10% from
other markets.  The ratings also reflect W3's adequate near-term
liquidity, its low capital spending requirements, the low
volatility of demand for its products and services, and its
diversified customer base.

RATINGS LIST

W3 Co.
Corporate credit rating                   B-/Stable/--

New Rating

W3 Co.

$270 mil. term loan due 2020
$60 mil. revolver due 2018
Senior secured                            B-
  Recovery rating                          3
$115 mil. second-lien term loan due 2020
Senior secured                            CCC
  Recovery rating                          6


WARNER SPRINGS: Limits Compensation of E. Consultant at $1,000
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California,
in an amended order, authorized Warner Springs Ranchowners
Association to employ Timothy P. Landis, P.H. as environmental
consultant.

The Court ordered that compensation beyond $1,000 in the aggregate
would need a Court approval.

To the best of the Debtor's knowledge, Mr. Landis represents no
interest adverse to Debtor or the estate in the matters upon which
it is to be engaged.

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Calif. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Daniel Silva, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The property has a 150-acre golf
course, natural hot springs, 250 cottage style hotel rooms, tennis
courts, swimming pools and a private airport.  The Debtor co-owns
the property with over 1,200 other individuals and entities.  The
Debtor currently holds 2,106 undivided tenancy-in-common fee
interests ("UDIs") in the property.

The Debtor has entered into a listing agreement with CB Richard
Ellis as its broker to assis with the marketing and sale of the
Ranch, which has beenn approved by the court.  The Debtor accepted
a stalking horse bid on Nov. 14, 2012.  Currently, the Debtor is
in the process of preparing the bid procedures, the aset purchase
agreement, and other related sale documents to present to the
Court for consideration.




WASTE INDUSTRIES: S&P Retains 'B+' CCR Following $100MM Increase
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the 'B+' corporate
credit rating on Raleigh, N.C.-based Waste Industries U.S.A. Inc.
and the issue-level rating on the company's debt remain unchanged
following the announced $100 million increase to its senior
secured term loan maturing in 2017.  Standard & Poor's revised the
recovery rating on the loan to '4' from '3'.  The '4' recovery
rating indicates S&P's expectation of average (30% to 50%)
recovery in the event of a payment default.  The outlook is
stable.

Waste Industries plans to add $100 million to its existing senior
secured term loan maturing in 2017 and will use the proceeds to
repay borrowings under the revolver.

Standard & Poor's ratings on Waste Industries reflect the
company's modest scale of operations, its geographic concentration
in the Southeastern U.S., its leveraged capital structure, and an
acquisition-oriented growth strategy.  The company's participation
in a recession-resistant industry, its fair degree of vertical
integration, its operating efficiency, and its solid and
consistent profitability are all factors that partly offset the
aforementioned characteristics.

As of Sept. 30, 2012, the key funds from operations to total
adjusted debt ratio was 16%, slightly above S&P's expectation of
the 12-15% range that it deems appropriate for the current rating.

RATINGS LIST

Ratings Unchanged/Recovery Rating Revised

Waste Industries U.S.A. Inc.          To              From
Corporate Credit Rating              B+/Stable/--
  Senior Secured                      B+
   Recovery Rating                    4               3


WILSONART LLC: S&P Assigns 'B+' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Temple, Texas-based Wilsonart LLC.  The
outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating (same
as the corporate credit rating) to the company's $175 million
revolving credit facility due 2017 and its $725 million term loan
due 2019.  The recovery rating is '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default.

Proceeds from these offerings were used to fund Clayton, Dubilier
& Rice's and Illinois Tool Works' (ITW) acquisition of Wilsonart
completed in October 2012.  Total consideration for the
acquisition is $1.5 billion, including $395 million for CD&R's 51%
preferred equity interest; the $175 million revolving credit
facility, which was unfunded at closing; the $725 million term
loan; and $380 million implied value for ITW's 49% retained common
equity interest.

"The corporate credit rating on Wilsonart LLC reflects what we
consider to be the combination of Wilsonart's fair business risk
profile and aggressive' financial risk profile," said Standard &
Poor's credit analyst Maurice Austin.

The stable rating outlook reflects S&P's expectation that credit
measures will remain consistent with the company's aggressive
financial risk profile with 2013 debt to EBITDA and FFO to debt of
about 5x and 10x, respectively, based on S&P's assumptions of
higher volumes sold due to an improvement in end market demand.
S&P expects Wilsonart will maintain adequate liquidity and cushion
of at least 50% under its revolver covenants.

S&P could lower the rating if Wilsonart experiences weaker than
expected end market demand resulting in a decline in volumes such
that total leverage remains above 6x on a sustained basis.  This
could occur if 2013 sales growth is negative in conjunction with a
200 basis point decline in gross margins.

At this time, an upgrade seems less likely given Wilsonart's
aggressive financial risk profile and projected leverage levels of
about 5x debt to EBITDA.  Also, S&P views the rating on Wilsonart
as constrained at the current level because of the company's
private equity ownership.


WINDSORMEADE OF WILLIAMSBURG: To File Prenegotiated Chapter 11
--------------------------------------------------------------
Cortney Langley, writing for The Virginia Gazette, reports that
the nonprofit retirement community WindsorMeade of Williamsburg
plans to file for Chapter 11 bankruptcy protection at the
beginning of next month, and expects to emerge from bankruptcy by
the end of May under a consensual restructuring plan agreed to by
creditors.

According to the report, the nonprofit, sponsored by Richmond-
based Virginia United Methodist Homes, has negotiated agreements
with two-thirds of its bond holders to reduce its debt from $61.7
million to $38.5 million, while leaving resident refunds whole.

Brittany Voll, writing for Williamsburg Yorktown Daily, reports
that WindsorMeade's debt includes an almost $114.3 million loan
from the sale proceeds of tax-exempt municipal bonds from the
James City County Economic Development Authority. According to
WYDaily, in a notice sent to the Economic Development Authority of
James City County on Jan. 2, UMB Bank explains Virginia United
Methodist Homes of Williamsburg, Inc., a registered nonprofit
known as WindsorMeade of Williamsburg, defaulted on loan payments.
The default was agreed to by the parties as they came to terms on
restructuring WindsorMeade's debt, a publicist for the company
said.

WYDaily relates the EDA decided to issue and sell the bonds and to
loan the proceeds to WindsorMeade in a loan agreement issued on
July 1, 2007 for purchasing property and constructing
WindsorMeade.  To date, about $52 million has been paid down, said
Christopher Henderson, president of WindsorMeade.

According to WYDaily, a plan will be submitted to the U.S.
Bankruptcy Court in Richmond in early March and the company
expects to emerge from Chapter 11 no later than May 31, 2013.

WYDaily also says no other Virginia United Methodist Homes, Inc.
communities will be affected by the Chapter 11 reorganization.


WINDSTREAM CORP: Fitch Affirms 'BB+' IDR, Outlook Negative
----------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' Issuer Default Rating (IDR)
of Windstream Corporation (NASDAQ: WIN) and its subsidiaries. The
Rating Outlook has been revised to Negative from Stable.

KEY RATING DRIVERS

Key rating factors which support the rating include:

-- Expectations for the company to generate improved free cash
    flow (FCF) in 2013 as certain capital spending projects wind
    down;

-- Revenues have become more diversified as recent acquisitions
    have brought additional business and data services revenue.
    Business service and consumer broadband revenues, which both
    have stable or solid growth prospects, were 70% of revenues in
    the fourth quarter of 2012.

The following concerns are embedded in the revised Negative
Outlook:

-- Windstream's high leverage, which is expected to moderate at a
    slower pace than previously expected;

-- Moderate pressure on EBITDA, which is hindering improvements
    in leverage. Pressure is arising primarily from declines in
    high-margin intercarrier compensation revenues and higher
    spending on enterprise sales initiatives in 2013;

-- Competition for consumer voice services.

Windstream's gross leverage in 2012, excluding noncash actuarial
losses on its pension plans and other nonrecurring charges (merger
and integration charges), was 3.77x (3.70x on a net leverage
basis), somewhat above the upper end of the company's net leverage
target of 3.2x-3.4x. Fitch also believes leverage is high for the
current rating category.

For 2013, Fitch estimates Windstream's gross leverage will be in
the 3.6x to 3.7x range. While Fitch expects debt to decline as FCF
is applied to reducing debt, an expected moderate decline in
EBITDA leads to only a slight improvement in leverage. Pressure on
EBITDA is expected to be only partially offset by known cost
reductions. Approximately $15 million in cost savings from the
PAETEC acquisition remain to be achieved in 2013, and there will
be incremental effects of a management reorganization completed in
the third quarter of 2012 that has resulted in approximately $40
million in annual cost savings.

On Dec. 31, 2012, Windstream's $1.25 billion revolver due December
2015 was undrawn, and $1.234 billion was available (net of letters
of credit) and the company had $158 million of cash on its balance
sheet (including $26 million of restricted cash primarily related
to broadband stimulus projects). Principal financial covenants in
Windstream's secured credit facilities require a minimum interest
coverage ratio of 2.75x and a maximum leverage ratio of 4.5x. The
dividend is limited to the sum of excess free cash flow and net
cash equity issuance proceeds subject to pro forma leverage of
4.5x or less.

As of Dec. 31, 2012, debt maturities over 2013 and 2014, excluding
bank debt amortization, are $810 million in 2013, and none in
2014. Fitch believes the company may use cash on hand, combined
with revolver borrowings, to repay the $800 million of senior
unsecured notes maturing in August 2013, with revolver borrowings
subsequently paid down as FCF is generated. Fitch estimates FCF
(after dividends) for Windstream will be in the $275 million to
$325 million range in 2013. The company's guidance calls for 2013
capital spending in the $800 million to $850 million range, down
from approximately $1.1 billion in 2012 (including PAETEC
integration capital spending). Capital spending declines in 2013
as spending on fiber to the tower projects declines and as PAETEC
integration capital spending is nominal. Cash taxes are expected
to remain low in 2013 (in the range of $37 million to $42
million), but rise in 2014.

RATING SENSITIVITIES

The Rating Outlook could be revised to Stable if:

-- Leverage is on a path to decline to 3.5x or below by the end
    of 2014; and
-- Revenues and EBITDA stabilize or demonstrate a return to
    growth on a sustained basis over a 12-to-18 month horizon.

A negative rating action could occur if:
-- Leverage is expected to remain above 3.5x;
-- Revenues and EBITDA continue to decline over a 12-to-18 month
    horizon, thus inhibiting the pace of potential delevering.

Fitch has affirmed the following ratings and revised the Rating
Outlook to Negative from Stable:

Windstream Corporation
-- Long-term Issuer Default Rating (IDR) at 'BB+';

-- $1.25 billion senior secured revolving credit facility due
    2015 at 'BBB-';

-- $409 million senior secured credit facility, Tranche A3 due
    2016 at 'BBB-';

-- $292 million senior secured credit facility, Tranche A4 due
    2017 at 'BBB-';

-- $597 million senior secured credit facility, Tranche B3 due
    2019 at 'BBB-';

-- $1.345 billion senior secured credit facility, Tranche B4 due
    2020 at 'BBB-'; and

-- Senior unsecured notes at 'BB+'.

Windstream Georgia Communications
-- IDR at 'BB+';
-- $10 million senior unsecured notes due 2013 at 'BBB-'.

Windstream Holdings of the Midwest
-- IDR at 'BB+';
-- $100 million secured notes due 2028 at 'BB+'.

PAETEC Holding Corp. (PAETEC)
-- IDR 'BB+';
-- $62 million senior secured notes due 2017 'BB+';
-- $450 million senior unsecured notes due 2018 'BB+'.

As a result of repayment in January 2013, the following ratings
have been withdrawn:

Windstream Corporation
-- $20 million (total) senior secured credit facility, Tranche A2
    due 2013 'BBB-';

-- $281 million senior secured credit facility, Tranche B due
    2013 'BBB-'; and

-- $1.043 billion senior secured credit facility, Tranche B2 due
    2015 'BBB-'.


WSP HOLDINGS: Enters Into $893.6-Million Merger Agreement
---------------------------------------------------------
WSP Holdings Limited on Feb. 21 disclosed that it has entered into
an Agreement and Plan of Merger with WSP OCTG GROUP Ltd., a
company owned by H.D.S. Investments LLC, and JM OCTG GROUP Ltd., a
company with limited liability and a direct wholly-owned
subsidiary of Parent.  The transaction contemplated under the
Merger Agreement represents a total transaction value of
approximately $893.6 million, including the assumption of the
Company's outstanding debt.

Subject to satisfaction or waiver of the closing conditions in the
Merger Agreement, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving corporation.
Pursuant to the Merger Agreement, each of the Company's ordinary
shares issued and outstanding immediately prior to the effective
time of the Merger will be cancelled and cease to exist in
exchange for the right to receive $0.32 without interest, and each
American Depositary Share, which represents ten Shares, will
represent the right to surrender the ADS in exchange for $3.20 in
cash without interest, except for (a) Shares held of record by
Expert Master Holdings Limited, a company wholly-owned by Mr.
Longhua Piao, the Company's Chairman and Chief Executive Officer,
and UMW China Ventures (L) Ltd., which will be contributed to
Parent immediately prior to the Merger in exchange for equity
interests of Parent, and (b) Shares owned by shareholders who have
validly exercised and have not effectively withdrawn or lost their
rights to dissent from the Merger under the Cayman Islands
Companies Law, which will be cancelled for the right to payment of
fair value of the Dissenting Shares in accordance with the Cayman
Islands Companies Law.

The $0.32 per Share or $3.20 per ADS offer represents a premium of
60.0% over the Company's closing price of $2.00 per ADS (adjusted
for the change in the ratio of the ADSs from one ADS representing
two ordinary shares to one ADS representing ten ordinary shares
effective February 15, 2012) on December 12, 2011, the last
trading day prior to the Company's announcement of its receipt of
a "going-private" proposal, and a premium of 52.5% to the volume-
weighted average closing price calculated using the market data
quoted on the New York Stock Exchange of the ADSs during the 60
trading days prior to December 12, 2011.

H.D.S. Investments LLC has provided the Company with a limited
guarantee in favor of the Company guaranteeing the payment of
certain monetary obligations of Parent and Merger Sub arising
under the Merger Agreement up to a capped amount.  H.D.S.
Investments LLC has committed, at or prior to the closing of the
Merger, to contribute to Parent, and to cause Parent to contribute
to Merger Sub, an equity investment in an amount sufficient to
fund the merger consideration and related transaction expenses
upon the terms set forth in an equity commitment letter.

The Company's Board of Directors, acting upon the unanimous
recommendation of a committee of the Board of Directors comprised
solely of independent and disinterested directors, approved the
Merger Agreement and the Merger and resolved to recommend that the
Company's shareholders vote to authorize and approve the Merger
Agreement and the Merger.  The Special Committee negotiated the
terms of the Merger Agreement with the assistance of its legal and
financial advisors.

The Merger, which is currently expected to close during the second
quarter of 2013, is subject to the authorization and approval of
the Merger Agreement by an affirmative vote of shareholders
representing at least two-thirds of the Shares present and voting
in person or by proxy as a single class at a meeting of the
Company's shareholders, as well as certain other customary closing
conditions.  EMH and UMW collectively beneficially own sufficient
Shares to approve the Merger Agreement and the Merger and have
agreed to vote in favor of such approval.  If completed, the
Merger will result in the Company becoming a privately-held
company and its ADSs will no longer be listed on the NYSE.

Houlihan Lokey (China) Limited is serving as financial advisor to
the Special Committee, Kirkland & Ellis is serving as U.S. legal
advisor to the Special Committee, and Conyers Dill & Pearman is
serving as Cayman Islands legal advisor to the Special Committee.
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is
serving as legal advisor to H.D.S. Investment LLC.

                    About WSP Holdings Limited

Based in Xinqu, Wuxi, Jiangsu Province, People's Republic of
China, WSP Holdings Limited is a Chinese manufacturer of seamless
Oil Country Tubular Goods ("OCTG)", including casing, tubing and
drill pipes used for oil and natural gas exploration, drilling and
extraction.  OCTG refers to pipes and other tubular products used
in the exploration, drilling and extraction of oil, gas and other
hydrocarbon products.

WSP Holdings Limited reported a net loss of $76.80 million on
$686.13 million of revenues for 2011, compared with a net loss of
$132.75 million on $470.47 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$1.571 billion in total assets, $1.340 billion in total
liabilities, and total equity of $231.38 million.

                       Going Concern Doubt

MaloneBailey LLP, in Houston, Texas, expressed substantial doubt
about WSP Holdings Limited's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors said: "As discussed in
Note 2(a) to the consolidated financial statements, the fact that
the Company suffered significant operating loss and had working
capital deficiency while a significant amount of short-term
borrowings is required to be refinanced raises substantial doubt
about the Company's ability to continue as a going concern."


YOSHI'S SAN FRANCISCO: Hires McNutt Law as Bankruptcy Counsel
-------------------------------------------------------------
Yoshi's San Francisco has filed papers in U.S. Bankruptcy Court
seeking permission to employ McNutt Law Group LLP as bankruptcy
counsel.

Scott H. McNutt attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

McNutt Law Group will be paid on an hourly basis, in addition to
actual expenses incurred.  The firm's rates are:

    Professional                      Rates
    ------------                      -----
    Attorneys                      $300 - $550
    Paralegals & Law Clerks        $100 - $160

McNutt Law Group received a retainer of $25,000 on Dec. 4, 2012.
McNutt Law Group has not yet drawn down against the Retainer, but
expects to draw down for time billed in December when its December
invoice is generated in the ordinary course of business, provided
that no order for relief has yet been entered.

The Debtor's attorneys can be reached at:

         Scott H.Mcnutt, Esq.
         Shane J. Moses, Esq.
         MCNUTT LAW GROUP LLP
         188 The Embarcadero, Suite 800
         San Francisco, CA 94105
         Telephone: (415) 995-8475
         Facsimile: (415) 995-8487

                    About Yoshi's San Francisco

An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 12-49432) filed on Nov. 28, 2012, against Yoshi's San
Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub,
music venue, and Japanese restaurant located in Oakland.  The
alleged creditors are Yoshi's Japanese Restaurant, allegedly owed
$1.28 million; Apex Refrigeration Corp., owed $504; and East Bay
Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.

YSF opened its doors in December 2007. The project was part of a
partnership involving the City and County of San Francisco and a
real estate developer, Fillmore Development Commercial, LLC.  YSF
is a California limited liability company with two members, both
of which are corporate entities.  The majority member is Yoshi's
Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is
the principal member and manager.  The minority member is Fillmore
Jazz Club, LLC, a group of investors managed by Michael Johnson,
who also manages the developer, FDC.

There is a provision in the YSF operating agreement that requires
unanimous agreement to take certain actions that have a permanent
effect on the company such as the filing of a voluntary Chapter 11
restructuring.  This predictably led to acrimony and gridlock, and
prevented YSF management from taking what it believed were the
those actions necessary in the face of the company's continued
financial situation.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF. YSF
recognized that this would be ultimately unproductive, because
it would be highly disruptive and potentially lead to loss of the
Yoshi's name, as well as the manager who has been the driving
force behind Yoshi's for 40 years.

YSF determined that the only option to allow the continued
operation of Yoshi's and protect the interests of all creditors
was for creditors of Yoshi's to file an involuntary bankruptcy
petition against YSF.

FDC is seeking dismissal of the case.  In the alternative, FDC
wants a chapter 11 trustee to take over.  Hearing on the motion
has been continued to Feb. 27, 2013.  FDC is represented by Sara
L. Chenetz, Esq., at Blank Rome LLP.


YOSHI'S SAN FRANCISCO: Taps Goldcon as Restructuring Consultant
---------------------------------------------------------------
Yoshi's San Francisco asks the U.S. Bankruptcy Court for
permission to employ Goldcon Enterprises LLC (i) as its management
and restructuring consultant during the involuntary "gap" period,
and (ii) in the event that an order for relief is entered, as its
management and restructuring consultant in the bankruptcy case,
effective Nov. 27, 2012.

The firm will, among other things:

   1. assist in analyzing the Debtor's restructuring options and
      advise with regard to such options;

   2. analyze, assess, and monitor the Debtor's short-term cash
      flow, liquidity, and operating results;

   3. analyze and assist in the preparation of the cash flow
      projections, in cooperation with the Debtor's accountants;

   4. assist with financial projections and analysis in connection
      with preparation of any plan of reorganization in the
      Debtor's bankruptcy case; and

   5. analyze and assess financial reasonableness and feasibility
      of any plan of reorganization proposed in the Debtor's
      bankruptcy case.

Goldcon charges for its services on an hourly basis, in addition
to actual expenses incurred.  The firm's Paul Kahn and Robert
Janes will each charge the Debtor $125 per hour.

Goldcon has received compensation totaling $20,000 since it was
retained by YSF, in connection with invoices regularly billed to
and paid by YSF in the ordinary course of business.

Mr. Kahn attests that Goldcon does not have or represent any
interest adverse to either the Debtor or the estate and is a
"disinterested person", qualified to be employed by the Debtor in
the case.

                    About Yoshi's San Francisco

An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 12-49432) filed on Nov. 28, 2012, against Yoshi's San
Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub,
music venue, and Japanese restaurant located in Oakland.  The
alleged creditors are Yoshi's Japanese Restaurant, allegedly owed
$1.28 million; Apex Refrigeration Corp., owed $504; and East Bay
Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.

YSF opened its doors in December 2007. The project was part of a
partnership involving the City and County of San Francisco and a
real estate developer, Fillmore Development Commercial, LLC.  YSF
is a California limited liability company with two members, both
of which are corporate entities.  The majority member is Yoshi's
Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is
the principal member and manager.  The minority member is Fillmore
Jazz Club, LLC, a group of investors managed by Michael Johnson,
who also manages the developer, FDC.

There is a provision in the YSF operating agreement that requires
unanimous agreement to take certain actions that have a permanent
effect on the company such as the filing of a voluntary Chapter 11
restructuring.  This predictably led to acrimony and gridlock, and
prevented YSF management from taking what it believed were the
those actions necessary in the face of the company's continued
financial situation.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF. YSF
recognized that this would be ultimately unproductive, because
it would be highly disruptive and potentially lead to loss of the
Yoshi's name, as well as the manager who has been the driving
force behind Yoshi's for 40 years.

YSF determined that the only option to allow the continued
operation of Yoshi's and protect the interests of all creditors
was for creditors of Yoshi's to file an involuntary bankruptcy
petition against YSF.

FDC is seeking dismissal of the case.  In the alternative, FDC
wants a chapter 11 trustee to take over.  FDC is represented by
Sara L. Chenetz, Esq., at Blank Rome LLP.


YOSHI'S SAN FRANCISCO: Case Dismissal Hearing Moved to March 27
---------------------------------------------------------------
The hearing on a motion to dismiss the involuntary chapter 11 case
of Yoshi's San Francisco has been postponed to March 27, 2013, at
2:00 p.m., at Oakland Room 201, as mediation between the parties
are ongoing.

A status conference on the case is scheduled for March 6, 2013, at
09:30 a.m. San Francisco Courtroom 22.

Landlord Fillmore Development Commercial, LLC, filed the motion to
dismiss the Chapter 11 case.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF.  YSF has
been unable to pay its debts, including rent, to its tenant-in-
common landlord FDC due to financial constraints.

YSF recognized that a receivership would be ultimately
unproductive, because it would be highly disruptive and
potentially lead to loss of the Yoshi's name, as well as the
manager who has been the driving force behind Yoshi's for forty
years.  In addition, it could not address the fundamental problem
that Yoshi's construction left it burdened with a combination of
rent and tenant improvement loans that cannot be satisfied.

As a result of YSF's financial crisis and the costs of defending
the receivership action, Goldcon recommended that the only option
to allow the continued operation of Yoshi's and protect the
interests of all creditors was for creditors of Yoshi's to file an
involuntary bankruptcy petition against YSF.

On Nov. 27, 2012, Yoshi's Japanese Restaurant, Inc., Apex
Refrigeration Corporation, and East Bay Restaurant Supply Inc.
filed an involuntary petition against YSF in the Bankruptcy Court,
seeking entry an order for relief as to YSF under Chapter 11 of
the Bankruptcy Code.

As of January, an order for relief has not yet been entered in the
case.  YSF has sought mediation with the principal petitioning
creditor, its landlord, and its lenders.  At a status conference
held in December, YSF and FDC presented an agreement to the Court
for mediation.  The Court has entered an order directing the
parties to mediation.  It is YSF's expectation that as long as
mediation moves forward, an order for relief will not be entered.
At the same time, if the parties cannot reach final agreement on
the terms of mediation, or if mediation does not result in an
agreement between all parties, entry of an order for relief may
become appropriate.


ZBB ENERGY: Incurs $3.3-Mil. Net Loss in Fiscal 2nd Quarter
-----------------------------------------------------------
ZBB Energy Corporation reported a net loss of $3.3 million on
$2.7 million of revenues for the three months ended Dec. 31, 2012,
compared with a net loss of $2.8 million on $440,921 of revenues
for the prior fiscal period.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $6.3 million on $4.6 million of revenues, compared with a
net loss of $4.4 million on $2.1 million of revenues for the six
months ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$17.0 million in total assets, $7.9 million in total liabilities,
and stockholders' equity of $9.1 million.

A copy of the Form 10-Q is available at http://is.gd/5LOtxc

                          About ZBB Energy

Menomonee Falls, Wisconsin-based ZBB Energy Corporation develops
and manufactures distributed energy storage solutions based upon
the Company's proprietary zinc bromide rechargeable electrical
energy storage technology and proprietary power electronics
systems.

                           *     *     *

As reported in the TCR on Sept. 26, 2012, Baker Tilly Virchow
Krause, LLP, in Milwaukee, Wisconsin, expressed substantial doubt
about ZBB Energy Corporation's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring operating losses and has an accumulated deficit
of $69,053,909 as of June 30, 2012.


* Weak Reps & Warranties May Expose Investors to Risk, Fitch Says
-----------------------------------------------------------------
Recent rep and warranty proposals in new U.S. RMBS deals may
expose investors to added risks from weak underwriting and
defective mortgage loans, according to Fitch Ratings in a new
report.  As such, Fitch believes that these weaker proposals need
to be accounted for in the credit enhancement where possible.

The rep and warranty framework established post-crisis as part of
ASF Project Restart reflects a high standard that provides the
most assurances about loan origination and underwriting quality
(and have been seen in all deals issued by Redwood Trust so far).
These reps contain few knowledge qualifiers, the repurchase
obligations are for the life of the loan, and there is little
ambiguity.

With some of the most recent RMBS proposals, however, the rep and
warranty frameworks contain provisions that Fitch deems weak. For
instance, some of the provisions relieve lenders from their
repurchase obligations after fewer than 36 months. Others contain
proximate clause language and materiality factors in determining
if a breach occurred. 'These provisions begin to introduce
subjectivity and may burden a mortgage trust with additional risks
and expenses,' said Senior Director Suzanne Mistretta.

The balance between protecting both lenders and investors in new
RMBS deals requires greater clarity and transparency so that
investors remain protected and lenders remain incentivized to make
sound underwriting decisions.

The proposals vary widely so each transaction will be approached
holistically. 'Transactions with significant third party due
diligence and strong credit quality borrowers would provide
greater confidence that any future default risk would be driven by
credit events and not operational weaknesses,' said Mistretta.


* Fitch Says ROE Still Falling Short for Some U.S. Banks
--------------------------------------------------------
Returns on equity (ROE) for a number of large U.S. financial
institutions continued to fall short of the cost of equity capital
in 2012, even though ROE performance varied considerably among top
banks, according to Fitch Ratings. Particularly for those
institutions with ROEs far below hurdle rates, weak returns
continue to point to the need to reduce legacy costs, including
legal and problem asset-related expenses that remained high in
2012.

On average, the 9.0% Fitch-adjusted ROE for the top six U.S.
institutions (JPMorgan Chase, Citigroup, Bank of America, Wells
Fargo, Goldman Sachs, and Morgan Stanley) during the fourth
quarter of 2012 remained significantly below the calculated
average cost of common equity for that peer group (11.8%).
However, performance varied greatly with Wells Fargo, JPM, and
Goldman all reporting adjusted ROEs that exceeded our calculated
cost of capital. The cost of equity capital calculated for each
bank represents a Fitch estimate, based on market data.

Given the challenging revenue outlook, U.S. banks continue to
focus on improving customer-specific returns across a wide range
of relationships and services. The risk-adjusted profitability of
various banking relationships is measured relative to targeted
customer hurdle rates in an effort to get paid for the risks being
taken. However, the measurement of relationship profitability is
challenging, especially for large corporate and institutional
customers where services are provided across a wide range of
products and legal entities.

"We continue to expect many banks to reduce exposures to products
and business segments that do not offer risk-adjusted returns
commensurate with a bank's cost of capital, factoring in the
impact of business improvement and operating efficiency
initiatives. In particular, certain trading products and
positions, such as structured and non-investment-grade exposures,
as well as higher risk lending and counterparty relationships, may
no longer achieve profitability targets on a risk-weighted basis,"
Fitch says.

Banks are emphasizing core strengths and actively downsizing
businesses that offer limited prospects for acceptable returns.
For some, that means renewing their focus on fixed income, while
reducing the scope of their equities business. For others, where
the equities business is the traditional strength, the opposite is
taking place.

Laggards will likely continue to gradually narrow the gap between
ROE and the cost of equity capital in 2013, barring any unforeseen
macro or risk issues. Weaker earners will continue to reduce
legacy costs and exposures, de-emphasize lower return products,
enhance customer profitability, and continue to seek operational
efficiencies.

However, returns exceeding the cost of equity capital may not be
achievable in the near term for some major U.S. banks, as legacy
issues remain a large drag on consolidated results. The higher
rated U.S. banks will likely continue to enjoy a significant
advantage in ROE generation as 2013 progresses, allowing them more
flexibility to build capital internally while distributing
significant amounts to shareholders.


* Moody's Says Liquidity Stress Index Hits Record Low in January
----------------------------------------------------------------
The liquidity of speculative-grade borrowers in the US continued
to show strength in January as Moody's Liquidity-Stress Index
declined in the month to 3.0%, a new record low, says Moody's
Investors Service in its February SGL Monitor. The LSI has
remained at 3.0% through early February.

The previous record low was 3.1%, set in July 2012.

"The LSI has held in a low and tight range over the past year,
staying between 3.0% and 4.2% as companies have taken advantage of
accessible credit markets and low interest rates to refinance
pending maturities," says John Puchalla, a Moody's Vice President
and Senior Credit Officer.

High-yield bond issuance has continued at a strong pace so far in
2013, Puchalla reports, as the companies continue to find ready
markets for debt refinancing.

Risks to the generous liquidity conditions, however, persist. They
include weak corporate earnings, a worsening of Europe's sovereign
debt problems, and debates over the US debt ceiling and spending
cuts, says Moody's.

A leading indicator of the default rate, the low LSI is consistent
with Moody's view that the US speculative-grade will decline to
2.5% by June, down from 3.0% in January.

The LSI measures the percentage of companies with an SGL-4 rating,
Moody's lowest speculative-grade liquidity rating.

An SGL rating is an assessment of a speculative-grade company's
intrinsic liquidity position over the coming 12-15 months.

Moody's Covenant-Stress Index also declined in January, to 2.1%
from 2.3% in December. The index is at its lowest since June and
July 2012, when it stood at 1.9%, just a hair higher than the
record low 1.8% recorded in May 2012.


* Moody's Notes Rising Five-Year Corp. Debt Maturities in Canada
----------------------------------------------------------------
Canadian non-financial companies' five-year debt maturities have
increased 13% on the year-ago figure, to $81 billion, Moody's
Investors Service says in a new report. The increase for the most
part reflects strong debt issuance driven by continued low
interest rates and accommodating credit markets.

"Speculative-grade bond and bank credit facilities maturities have
increased by 25%, to $25 billion, while investment-grade bond
maturities have gone up 8% to $56 billion, in the past year," says
Vice President -- Senior Credit Officer Kevin Cassidy in "Canadian
Non-Financial Corporates, 2013-2017 - Five-Year Debt Maturities
Climb to $81 Billion Amid Strong Issuance."

"The majority, or 67%, of new issuance proceeds is being used for
general corporate purposes, and 28% for refinancing," says Moody's
Cassidy.

While investment-grade maturities still peak in 2014, when $16
billion of that debt comes due, speculative-grade maturities now
peak in 2017, at $9 billion. The speculative-grade spike is
similar to what has occurred in the US, Cassidy says, where
maturities are benign the first few years, but then also peak in
2017. Total Canadian maturities peak in 2014 at $20 billion, or
25% of overall refunding needs.

Canadian corporates' refunding needs remain concentrated in a few
industries and companies. The energy, natural resources and
chemicals sector accounts for 42% of upcoming five-year
maturities, followed by the telecommunications, technology, media
and utilities sectors. Among companies, Hydro-Quebec, TransCanada
and Rogers Communications have the largest amounts of maturing
debt.

"Given the strong level of issuance in the past two years and our
expectation that Canadian corporates' credit quality will remain
stable in 2013, we expect that most companies will maintain access
to the credit markets and will be able to refinance," says analyst
and co-author Tiina Siilaberg.

Nonetheless, risks do remain. "Some spec-grade companies could
have trouble refinancing at affordable rates if global
macroeconomic events flare up again. Meanwhile, slower growth in
China, recessionary conditions in Europe and elevated domestic
household debt remain key risks for Canadian non-financial
corporates," Cassidy says.


* Moderate Demand Cues Moody's to Lower Gas Price Assumptions
-------------------------------------------------------------
Moody's Investors Service has reduced its assumptions for average
spot prices for North American natural gas in 2013 and 2014, while
maintaining its existing price assumptions for crude and natural
gas liquids.

The new price assumptions for natural gas spot prices at the Henry
Hub -- $3.25 per million BTU in 2013 and $3.75/mm BTU in 2014 --
reflect the rating agency's sense that time is running out for a
late-winter cold snap that could add meaningful strength to
natural gas prices.

Natural gas spot prices climb as North American heating and
electricity demand spikes in the winter, but North American
weather has remained warmer than long term averages during the
2012-13 winter, apart from some brief periods of frigid weather
and an overall modestly colder winter than the winter of 2011-
2012. Storage levels are likely to exit the current winter at high
levels, suppressing prices throughout the year.

Overall, the revised price deck shows that Moody's expects North
America's severe natural gas glut of 2011 and 2012 to continue
easing slightly in 2013 and 2014.

Meanwhile, the rating agency expects strong world crude prices in
the near term and beyond, with a continued $15 per barrel (bbl)
difference in 2013 between the two benchmark barrels of crude,
European Brent and West Texas Intermediate.

Moody's still assumes that European Brent crude will sell for an
average $100/bbl in 2013, $95/bbl in 2014, and $90/bbl in the
medium term, beyond 2014. For WTI, the other main benchmark
barrel, Moody's leaves its previous assumptions unchanged at
$85/bbl in 2013, 2014 and thereafter.

Moody's assumptions for natural gas liquids prices remain
unchanged at $34/bbl in 2013, 2014 and thereafter, pegging NGL
prices at 40% of WTI prices. NGL prices tend to shift in line with
crude, not natural gas.

Moody's assumes stress-case prices of $60/bbl for both Brent and
WTI, $2.00/mmBtu for Henry Hub natural gas, and $24.00/bbl for
NGLs.

Price assumptions represent baseline approximations -- not
forecasts -- that Moody's uses to evaluate risk when analyzing
credit conditions within the oil and natural gas industry. Moody's
periodically revises its oil and natural gas price assumptions to
better calculate future financial metrics for companies in the oil
and natural gas industry.


* CME Derivatives Skirting Dodd Frank Rules Attract CFTC Review
---------------------------------------------------------------
Matthew Leising, writing for Bloomberg News, reported that CME
Group Inc.'s decision to allow users of its interest-rate swap
future contracts to avoid tougher oversight is drawing scrutiny
from its U.S. regulator, the Commodity Futures Trading Commission.

The contracts, which begin as futures and are converted to swaps
guaranteed by CME's clearinghouse if held until delivery, won't be
included in totals determining whether users face higher
collateral, capital and trading requirements, said Laurie Bischel,
a CME spokeswoman, according to the Bloomberg report. Under CFTC
rules, traders who buy or sell more than $8 billion of swaps
annually will face the tougher standards by being designated a
dealer or so-called major-swaps participant.

"CFTC is currently reviewing this product, and we have not yet
taken a view on whether the resulting swap counts toward a market
participant's status as a dealer or major-swap participant," Steve
Adamske, a CFTC spokesman, told Bloomberg in an e- mailed
statement. "Market participants are urged to consult the rules in
order to determine whether certain products would be in compliance
with CFTC swap regulations."

Bloomberg noted that executives, traders and regulators are
grappling over whether the shift in some swaps to futures
contracts, known as futurization, constitutes a grab for market
share by exchange owners such as CME Group or is a natural
progression in the market as rules mandated by the 2010 Dodd-Frank
Act take effect.

According to Bloomberg, the majority of the $18 trillion energy-
swaps market traded on CME Group and Intercontinental Exchange
Inc. shifted to futures in October in part so users could avoid
the higher regulatory costs associated with being a dealer or
major-swaps participant.


* Financial Services M&A Activity Faces Continued Uncertainty
-------------------------------------------------------------
Financial services mergers & acquisitions (M&A) will face both
uncertainty and opportunities in 2013 due to several factors
including increased regulatory costs, depressed organic growth,
and the greater availability of attractive financing, a new report
issued by PwC US revealed on Feb. 21.  However, while 2012 proved
to be a challenging year for announced deal activity in the
financial services sector, there is some cause for optimism in
2013.

US banking, insurance, asset management, and other financial
services deal activity in 2012 differed very little year over year
from 2011.  Announced transactions rose from 756 in 2011 to 768 in
2012, but deal value fell from $72.1 billion in 2011 to $62.4
billion in 2012.  Deal volume is still down from pre-financial
crisis levels.

"The past year has seen a stabilization in many of the challenges
facing financial firms after the financial crisis of 2007-2008
such as uncertainty in asset quality and growth prospects,
regulatory approvals, and integration of operations, as well as
the large number of new regulations coming online," said John
Marra, PwC transaction services--financial services leader.
"While obstacles remain, we expect these trends to continue to
improve in 2013."

According to the report:

-- The fourth quarter of 2012 was marked by a significant surge in
financial services M&A activity.  The pent-up desire for
acquisitions that has built up over the past few years, along with
concerns about tax increases in 2013, drove M&A activity to a
level not seen since Q4 2010.

-- 2012 featured the return of private equity (PE) to the
financial services M&A sector, a trend that should continue into
2013.  PE-backed announced transactions rose 73% from 40 in 2011
to 69 in 2012.  Many of these transactions looked to take
advantage of divestitures of non-core assets from certain
financial institutions.

-- Cost pressures due to increased regulation such as Dodd-Frank,
FINRA, the Consumer Protection Act, along with discussions around
Solvency II could induce a wave of consolidation among small and
medium sized organizations.  On top of that, the continued low
interest rate environment may drive well-capitalized financial
services companies to turn to strategic acquisitions in search of
yield.

Grounds for 2013 Optimism

"M&A desire remains high among buyers, and 2012 featured a
significant amount of pre-deal activity.  However, valuation gaps
remain, and differences between buyer and seller perception of
future profitability will continue to present a challenge,"
Mr. Marra remarked.  "At the same time, ongoing divestiture of
non-core assets by major European institutions will drive deal
activity into 2013."

Banking: Opportunities Amidst Regulatory Uncertainty

-- The banking sector represented the second largest sector in
2012 by both announced deals and deal value.  While deal volume
increased 10%, deal value fell by 20%.

-- The number of FDIC assisted transactions fell by 50%.
Excluding these, deal volume actually rose by 43% over 2011.

-- Activity at large-cap institutions could eventually be driven
by the creation of spin-offs of non-core businesses in order to
address the shifting regulatory landscape.

-- 2013 should feature increased interest in acquiring mortgage
servicing rights by PE and other buyers.  Reduced uncertainty in
the sector thanks to agreement between regulators and a number of
mortgage companies should drive activity.

Insurance: Momentum is Building, but Yield Concerns Remain

-- Deal volume remained flat from 2011 to 2012, but building
momentum in the final quarter of 2012 should continue into 2013.
The insurance sector was actually the most active in financial
services M&A during 2012.

-- Insurance companies will continue to face a strain on
profitability due to low interest rates.  As a result, companies
may pursue strategic acquisitions or exit certain lines of their
business.

-- Uncertainty around Solvency II and its potential impact on
capital requirements for European insurers and reinsurers may lead
some companies to exit the U.S. market.  This trend influenced a
number of companies in 2012, and should continue into 2013.

-- Significant disaster related losses in the P&C industry may
ultimately lead to market price increases.  In turn, this may
increase the attractiveness of the industry to potential
acquirers.

Asset Management: Strong Performance Signals Recovery

-- Deal values in 2012 far exceeded 2011, even after excluding
mega deals carried out in both years, and in spite of the fact
that deal volume fell 27%.  Medium sized disclosed deals
increased, signaling recovery in the sector.

-- 2013 is expected to feature a moderate resurgence in the number
of deals involving small to medium sized independent managers as
values improve.  Traditionally, these deals have driven volume in
the sector.

-- Divestiture activities from European and U.S. banks, as well as
insurance companies, should continue in response to regulatory
pressures.  PE interest in the sector has also remained strong.

-- In earlier years, many deals were side-lined due to the
valuation gap between buyers and sellers.  It is unclear if any of
these deals will return to the market in the future.

Other Financial Services: Continued Pressures May Signal More
Consolidation

-- There were 56 broker-dealer transactions in 2012, up from 47 in
2011.  Small broker dealers remain vulnerable to consolidation due
to increased cost and revenue pressures.

-- Competitive pricing, low trading volumes, and historically low
interest rates will remain a source of pressure on both revenues
and cash spreads for broker-dealers moving into 2013.

-- The largest announced deal in the other financial services sub-
sector was Intercontinental Exchange's acquisition of NYSE
Euronext.  Continued global exchange consolidation is expected in
2013.

-- Heightened regulatory burdens in the mortgage industry have led
a number of participants to exit, leading to an increase in the
specialty finance and loan servicing ends.  Buyers have looked to
expand their product offering and institute economies of scale.
The appeal of this industry may only increase as a result of
increased profitability due to the Home Affordable Refinance
Program (HARP).

"Momentum seems to be building in M&A across a number of different
sectors," PwC's Mr. Marra added, "However, it is important to
remember that ongoing uncertainty could temper growth and
recovery."

The report, "A Cause for Optimism, in the Face of Uncertainty:
2013 US Financial Services M&A Insights," is PwC transaction
services 6th annual M&A analysis and outlook for the financial
services sector.


* 9th Cir. Appoints Blumenstiel as N.D. Calif. Bankruptcy Judge
---------------------------------------------------------------
The Ninth Circuit Court of Appeals appointed Bankruptcy Judge
Hannah L. Blumenstiel to a fourteen-year term of office in the
Northern District of California, effective February 11, 2013,
(Carlson).

          Honorable Hannah L. Blumenstiel
          United States Bankruptcy Court

          Street Address

          235 Pine Street, 19th Floor
          San Francisco, CA 94104

          Mailing Address

          Post Office Box 7341
          San Francisco, CA 94120-7341

          Telephone: (415) 268-2455

          Brent Meyer, Law Clerk

          Term expiration: February 10, 2027


* Bankruptcy Pros See Business Looking Up In 2013, Weil Says
------------------------------------------------------------
"Above all, don't lose hope," from the movie Life of Pi, is
restructuring professionals' phrase of choice for their overall
outlook in restructuring in the year ahead, according to survey
results released by the business finance and restructuring team at
top law firm Weil Gotshal & Manges LLP.

The Weil Gotshal survey also related that mood on the number of
jumbo filings (assets greater than $1 billion) in 2013 was evenly
split as 44% of respondents expect between 6-10 jumbo filings in
2013, while 36% expect between 11-15 jumbo filings.  The firm
noted that in 2012, 14 jumbo chapter 11/15 cases filed, while ten
jumbo chapter 11/15 cases filed in 2011.  There were 19 jumbo
chapter 11/15 cases in 2010, and in the very busy year of 2009,
the 20th largest case was Station Casinos with $5.8 billion in
assets, the firm also noted.

In terms of industry-specific restructuring, the Weil Gotshal
survey said that as was with its 2012 survey, the retail sector
remains top of the list when it comes to expectations of distress
in the restructuring community for 2013, followed closely by the
publishing, energy and healthcare sectors.  The survey said there
seems to be a consensus among respondents that the automotive,
banking, homebuilding and commercial real estate sectors have
finally turned the corner.

In conclusion, the Weil Gotshal survey showed that the mood of
respondents have improved with more outlook geared towards growth,
despite sluggish, and positivism, as compared with the 2012
survey.


* Five Thompson Hine Lawyers Nominated to Georgia Super Lawyers
---------------------------------------------------------------
Five lawyers from Thompson Hine LLP were recently selected for
inclusion in Georgia Super Lawyers(R) and Georgia Rising Stars
2013. Super Lawyers magazine distinguishes the top 5 percent of
attorneys in each state in more than 70 practice areas and
recognizes those who have attained a high degree of peer
recognition and professional achievement.  Rising Stars are chosen
by their peers as being among the most recognizable up-and-coming
lawyers in Georgia.

Included in Georgia Super Lawyers:

Gary S. Freed (Business Litigation) - Mr. Freed is a partner who
focuses his practice on resolving business disputes, appearing in
state and federal courts, arbitrations and mediations across the
country.  His experience includes matters involving intellectual
property, restrictive covenants and trade secrets, real estate,
RICO, business dissolution, lending and finance, fraudulent
conveyance, contracts and executive employment.

J. Timothy McDonald (Labor & Employment, Employee Benefits
Litigation) - Mr. McDonald, a partner, focuses his practice on
litigation and counseling related to employment and employee
benefit issues.  He defends employers against class action and
individual employment claims nationally, and advises them on
employment practices and benefit issues.  He also represents
fiduciaries, benefit plans and employers in employee benefits
litigation encompassing individual and class action cases
throughout the country.

Russell J. Rogers (Business Litigation) - Mr. Rogers, a partner,
focuses his practice on commercial litigation and has extensive
experience litigating complex contract disputes in a wide variety
of contexts.  Mr. Rogers also defends clients in product liability
litigation, particularly matters involving pharmaceutical products
and energy, especially claims relating to fuel gases.

Included in Georgia Rising Stars:

J. Christopher Fox, II (Business Litigation) - Mr. Fox is an
associate whose practice encompasses a broad range of commercial
disputes, including contractual issues arising in the financial
services arena, matters relating to restrictive covenants and
unfair competition claims, and litigation of patent and trademark
infringement claims, as well as defense and prosecution of claims
for misappropriation of trade secrets.

John F. Isbell (Business Restructuring, Creditors' Rights &
Bankruptcy) - Mr. Isbell, a partner, 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.

                     About Thompson Hine LLP

Established in 1911, Thompson Hine -- http://www.ThompsonHine.com
-- is a business law with offices in Atlanta, Cincinnati,
Cleveland, Columbus, Dayton, New York and Washington, D.C.


* StoneTurn Adds Two Senior Practitioners to New York Office
------------------------------------------------------------
StoneTurn Group, a forensic accounting and dispute consulting
firm, on Feb. 21 announced the addition of Roger Siefert as
Principal, and Michel Hagenaar as Managing Director, in its New
York, NY office.  Messrs. Siefert and Hagenaar bring over 40 years
of combined experience assisting clients and counsel with forensic
accounting, business litigation support and audit services, as
well as consulting on various accounting issues.

Simon Platt, StoneTurn's Managing Partner, said, "New York is an
incredibly important market for us.  We recognize that to compete
in New York requires a practice built upon the strength and
quality of its practitioners.  Bringing on Roger and Michel and
their breadth of experience demonstrates StoneTurn's commitment to
our practice, and in particular the New York market."

Jonny Frank, Partner in StoneTurn's New York office, added, "We
are incredibly excited to welcome Roger and Michel to StoneTurn.
Their vast knowledge regarding matters involving post-acquisition
disputes, bankruptcy and forensic valuation matters, among others,
enhances and complements our existing capabilities."

                        About Roger Siefert

Mr. Siefert has over 30 years of experience assisting clients and
counsel with forensic accounting, business litigation and audit
services.  Mr. Siefert has led multiple investigations of alleged
financial statement fraud and asset misappropriations in various
industries, including financial services, insurance,
broker/dealers, healthcare, high-tech, manufacturing and real
estate.  He has assisted counsel in defending against allegations
of financial statement misrepresentations in connection with
multi-million dollar securities class action lawsuits and criminal
white collar matters.  In addition, Mr. Siefert has acted as a
neutral arbitrator in disputes involving purchase price
adjustments, has performed multiple business valuations of
companies, and has testified as an expert at arbitrations, at
depositions and at trials on matters relating to Generally
Accepted Accounting Principles (GAAP), Generally Accepted Auditing
Standards (GAAS), SEC regulations, cost accounting, cost
allocation and damages computations.

Mr. Siefert began his career at Deloitte, Haskins & Sells (now
Deloitte), ultimately becoming a partner.  The first 10 years of
his tenure at Deloitte were spent serving audit clients, ranging
from small closely held businesses to large publicly traded
companies.  In addition, Mr. Siefert spent approximately five
years working in Deloitte's Office of General Counsel assisting
lawyers with defending claims against the firm.  Subsequently,
Mr. Siefert specialized in forensic accounting and litigation
consulting in Deloitte's New York Dispute Consulting practice.
Immediately prior to joining StoneTurn, Mr. Siefert was at a
boutique litigation consulting and forensic accounting firm.  Most
notably, Mr. Siefert was the North American Leader of the
Financial Advisory practice at Kroll and the co-practice leader of
the Forensic Accounting and Litigation Consulting group at Aon
Consulting.

                      About Michel Hagenaar

Michel Hagenaar is a Certified Public Accountant, Certified in
Financial Forensics and a Certified Fraud Examiner.  Mr. Hagenaar
specializes in accounting and forensic investigations, and
disputes with complex financial and GAAP issues.  With more than
16 years of experience, Mr. Hagenaar has provided a wide range of
audit, forensic accounting, dispute consulting, litigation support
and internal control assessment services to clients in connection
with post-transaction disputes, fraud investigations, regulatory
inquiries, Sarbanes-Oxley 404 implementations, and various complex
litigation matters.  Mr. Hagenaar has worked across a broad range
of industries, including financial institutions,
telecommunications, hospitality, retail, wholesale,
transportation, pharmaceuticals, manufacturing, food production
and distribution, equipment leasing, oil field services, shipping,
not-for-profit, government and professional services.

Prior to joining StoneTurn, Mr. Hagenaar spent over 11 years in
the forensic and litigation services practices at several
international professional services firms, including Deloitte,
Kroll, and Alvarez & Marsal.  During that time, Mr. Hagenaar also
led the Sarbanes-Oxley/Internal Control service line at another
global consulting firm, where he implemented SOX 404 and
remediated internal controls at public companies.  Mr. Hagenaar
began his career in the audit practice at PricewaterhouseCoopers.
He is fluent in Spanish and Dutch.

                       About StoneTurn Group

StoneTurn Group is an international intellectual property,
forensic accounting, forensic technology, dispute consulting and
antifraud, waste and corruption consulting firm.


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing -- to use the authors' term -- offers
innovative and stimulating business opportunities.  Though
venturing is in a somewhat symbiotic relationship with the parent
firm, the venture would never threaten to ruin the parent firm as
a entrepreneur might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into
its formation, it can always be integrated into the parent
company as a new division or subsidiary modeled after the regular
parts of a company with the open-ended commitment, regular hiring
practices, and reporting and coordination, etc., going with this.
As covered by the authors, done properly with the right
commitment, sense of realism and practicality, and preliminary
research and ongoing analysis, corporate venturing offers a firm
new paths of growth and a way to reach out to new markets, engage
in fruitful business research, and adapt to changing market and
industry conditions. The principle of corporate venturing is the
familiar adage, "nothing ventured, nothing gained."  While it is
improbable that a corporate venture can save a dying firm, a
characteristic of every dying firm is a blindness about
venturing.  Just thinking about corporate ventures alone can
bring to a firm a vibrancy and imagination needed for business
longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a
high level of empowerment" required to make the venture workable
and who also are most suited to "adapt rapidly to new
information." Such employees for top management of a venture are
not entirely on their own.  The other side of this, as Brock and
MacMillan go into, is for such venture management to earn and
hold the trust and confidence of the firm's top management and
work within the framework and follow the guidelines set for the
venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on
one product or service or at most a few interrelated ones,
simplified operations, and streamlined decision-making.  From
identifying opportunities and getting starting through the
business plan and corporate politics, Brock and MacMillan guide
the readers into all of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.



                            *********

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
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related conferences are encouraged.  Send announcements to
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On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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