TCR_Public/130225.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 25, 2013, Vol. 17, No. 55

                            Headlines

1220 SOUTH OCEAN: Scheduled Liabilities Rise to $50 Million
1220 SOUTH OCEAN: March 7 Hearing on Adequacy of Plan Disclosures
360 GLOBAL: Files Year 2011 Form 10-Qs Pursuant to Plan
A123 SYSTEMS: Seeks Court Approval to Pay Failed Bidder's Advisers
ACACIA DIVERSIFIED: Reports $363,000 Net Income in Third Quarter

ACCENTIA BIOPHARMACEUTICALS: S. Duffey Quits as CEO, Pres. & PEO
ADVANCED LIVING: Case Summary & 20 Largest Unsecured Creditors
ADVOCATE FINANCIAL: Reorganization Plan Declared Effective
AMERICA WEST: Cleared by Judge to Tap Bankruptcy Financing
AMERICAN AIRLINES: Asks Judge Not to Delay Antitrust Battle

AMERICAN AIRLINES: AMR Corp. Name to Disappear in US Air Merger
AMERICAN AIRLINES: US Airways Merger Slated for March 27 Hearing
AMERICAN ENERGY: Reports $42,200 Net Income in Fiscal Q2
AMPAL-AMERICAN: Plan Advances as Brown Rudnick Eases Contempt Bid
ANTS SOFTWARE: Inronridge No Longer 5% Shareholder as of Dec. 31

ARAMARK CORP: Loan Increase Cues Moody's to Cut Debt Rating to B1
ARCAPITA BANK: Antony Zacaroli to Advise on Cayman Islands Law
ARKANOVA ENERGY: Incurs $484,000 Net Loss in Dec. 31 Quarter
ARTE SENIOR LIVING: T. Teeple Okayed as Patient Care Ombudsman
AS SEEN ON TV: Incurs $15.1 Million Net Loss in Third Quarter

ATP OIL: Gets Final Court OK to Borrow $117MM in New Loans
ATP OIL: Gets No Bid for Shelf Assets, Cancels Feb. 26 Auction
ATP OIL: May Decide on Unexpired Leases Thru March 18
BALL CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating
BALLARD POWER: Incurs $43.5-Million Net Loss in 2012

BANAH INTERNATIONAL: Sugar Company Files Chapter 11
BERING EXPLORATION: Incurs $415,000 Net Loss in Dec. 31 Quarter
BERNARD L. MADOFF: Trustee Improves His Odds in AG Lawsuits
BIOVEST INTERNATIONAL: Laurus Owns 10% Equity Stake at Dec. 31
BLUE BUFFALO: Moody's Keeps CFR at B1 After Debt Repricing

BRISTOW GROUP: S&P Alters Rating Outlook to Stable; Affirms BB CCR
CASPIAN SERVICES: Incurs $3-Mil. Net Loss in Fiscal 1st Quarter
CEDAR FAIR: New $885-Bil. Debt Issue Gets Moody's 'Ba1' Rating
CEREPLAST INC: AQR Capital Discloses 2% Equity Stake at Dec. 31
CLEAR CHANNEL: Offering $575-Mil. 11.25% Priority Guarantee Notes

CLEAR CHANNEL: Moody's Rates New $500MM Guarantee Notes 'Caa1'
CLEAR CHANNEL: S&P Affirms 'CCC+' CCR; Rates $500MM Notes 'CCC+'
CLUB AT SHENAND: Sulmeyer Kupetz Okayed as General Counsel
COLDEDGE TECHNOLOGIES: Case Summary & Creditors List
COMMERCE CORP: Involuntary Ch. 7 Petition Filed by Creditors

COMMUNITY FINANCIAL: Philip Timyan Stake at 21% as of Dec. 31
COMMUNITY FINANCIAL: Amberley Stake at 14.5% as of Dec. 31
COMPREHENSIVE CARE: A. Finestone Holds 4% Equity Stake at Dec. 31
COMPUTER GRAPHICS: Incurs $637,000 in Fiscal First Quarter
CONDOR DEVELOPMENT: Lane Powell Receives $25K Evergreen Retainer

CONVERTED ORGANICS: BofA Ceases to be 5% Shareholder as of Dec. 31
CRAWFORDSVILLE LLC: Hires Davis Brown as Litigation Counsel
CRAWFORDSVILLE LLC: Bose McKinney Tapped as Environmental Counsel
CROWN MEDIA: Reports $107.3 Million Net Income in 2012
CUBIC ENERGY: Incurs 668,000 Net Loss in Dec. 31 Quarter

CULLEN/FROST BANKERS: Fitch Assigns 'BB+' Preferred Stock Rating
DANVILLE FINANCING: Moody's Cuts Revenue Bonds' Rating to Ba1
DELUXE CORP: Reports $170.5 Million Net Income in 2012
DEWEY & LEBOEUF: Slams 6 Ex-Partners in Bid for Plan Approval
DEWEY & LEBOEUF: Plan Solicitation Exclusivity Extended to March

DIMMITT CORN: Section 341(a) Meeting Scheduled for March 15
DOGWOOD PROPERTIES: Section 341(a) Meeting Scheduled for March 14
DOT VN: Adam Benowitz Discloses 9% Equity Stake at Dec. 31
DUNE ENERGY: West Face Discloses 15% Equity Stake at Dec. 31
DYNASIL CORP: Amends Annual Report for Fiscal 2012

EASTERN LIVESTOCK: Court Denies Bid to Remove Chapter 11 Trustee
EDISON MISSION: Files Schedules of Assets and Liabilities
EDISON MISSION: Committee Taps Garden City as Information Agent
EMPRESAS INTEREX: Proposes Full-Payment Chapter 11 Plan
ENERGY XXI: S&P Retains 'B+' Rating on Senior Unsecured Debt

ERESEARCH TECHNOLOGY: S&P Assigns 'B+' Rating to $220MM Term Loan
FILENE'S BASEMENT: Ct. Enters Summary Judgment on "Secaucus" Lease
FIRST CONNECTICUT: Section 341(a) Meeting Scheduled for March 27
FONTAINEBLEAU LAS VEGAS: Bank of America Wins Appeal over Loan
FOOT LOCKER: Share Repurchase No Impact on Moody's 'Ba2' CFR

FORUM NATIONAL: MNP LLP Raises Going Concern Doubt
FR 160: Hires Montandon Farley as Real Property Valuation Expert
FRANK PARSONS: Trustee Continues to Pursue 19 Clawback Actions
FREDERICK DARREN BERG: Court Rules on Lawsuits v. Brown, Heftel
FREDERICK'S OF HOLLYWOOD: Common Stock Delisted From NYSE MKT

FUEL DOCTOR: Mutually Settles Lawsuits with Touchstone
GARDEN CITY HOSPITAL: Moody's Affirms 'Ba3' Rating on L-T Bonds
GENERAL MOTORS: Trusky Class Suit Goes Back to ED Mich. Court
GEO POINT: Incurs $349,000 Net Loss in Dec. 31 Quarter
GEOKINETICS INC: Gates Capital No Longer Owns Shares at Dec. 31

GLOBAL CASINOS: Restates Financial Statements Filed with SEC
GLOBAL CASINOS: Incurs $252,000 Net Loss in Fiscal 2nd Quarter
GREGORY WOOD: Section 341(a) Meeting Scheduled for April 1
GS HOSPITALITY: Voluntary Chapter 11 Case Summary
H&S JOURNAL: Chapter 11 Reorganization Case Dismissed

HANESBRANDS INC: Deleveraging Prompts Moody's to Raise CFR to Ba2
HOST HOTELS: S&P Raises Corp. Credit Rating to BB, Outlook Stable
HOSTESS BRANDS: Plan Filing Period Extended Until March 20 Hearing
HUSTAD REAL ESTATE: Updated Case Summary & Creditors' Lists
IBIO INC: Incurs $1.1-Mil. Net Loss in Fiscal 2nd Quarter

INFINITY ENERGY: Amegy Bank Holds 17% Equity Stake at Feb. 28
INFRAX SYSTEMS: Incurs $562,000 Net Loss in Second Quarter
INFUSYSTEM HOLDINGS: Global Undervalued Holds 9% Stake at Dec. 31
INFUSYSTEM HOLDINGS: Greenwood Holds 9% Equity Stake at Dec. 31
JERRY MCGUIRE: Fed. Cir. Rejects Claim v. Indian Affairs Bureau

JOURNAL REGISTER: Union Objections Stall $122-Mil. Sale
JUMP OIL: Section 341(a) Meeting Scheduled for March 22
KINSHABA GAMING: H. Takahama Stake at 5.5% as of Feb. 14
LAS VEGAS RAILWAY: Incurs $2.3-Mil. Net Loss in Dec. 31 Quarter
LEHMAN BROTHERS: Recovery From ADR Settlements Reach $1.39 Billion

LEHMAN BROTHERS: Inks Deal With LBREP on Claim Reserve
LEHMAN BROTHERS: Gerson to Pay $402,000 to LBI Trustee
LIBERTY MEDICAL: Meeting to Form Creditors' Panel Set for Feb. 28
LOS GATOS: Has Green Light to Hire Environmental Consultants
LTV STEEL: 6th Cir. Vacates Allocation Pact on 6 Railway Entities

MARSICO HOLDINGS: Moody's Withdraws 'Caa3' Rating on Senior Debt
MASTEC INC: Strong Performance Cues Moody's to Raise CFR to 'Ba2'
MERCURY COS: MER vs. Comerica Breach of Contract Suit Dismissed
MERRILL CORP: S&P Retains 'D' CCR Following Refinancing
METRO FUEL: United Refining Picks Up Assets in Auction

MF GLOBAL: Corzine Ban Faces Uphill Battle at Futures Regulator
MICHAELS STORES: Suspending Filing of Reports with SEC
MIDLAND UNIVERSITY: Fitch Affirms 'B' Revenue Bonds Rating
MOBIVITY HOLDINGS: Expects $1.05 Million Revenue in 4th Qtr.
MONTVALE HOTEL: Case Summary & 20 Largest Unsecured Creditors

MOOG INC: Moody's Retains Ba2 Corp. Family Rating, Outlook Stable
MOORE FREIGHT: Baker Donelson Approved as Special Counsel
MSR RESORT: Wins Confirmation of Sale-Based Exit Plan
NAVISTAR INTERNATIONAL: Registers 10.3 Million Shares with SEC
NECTARINE GROUP: Case Summary & 29 Largest Unsecured Creditors

NEP/NCP HOLDCO: S&P Assigns 'B' Rating to $530 Million Term Loan
NEW YORK TIMES: Boston Globe Sale No Impact on Moody's B1 CFR
NEWPAGE CORP: Summary Judgment Ruling in ERISA Suit Upheld
OFFICE DEPOT: S&P Affirms 'B-' CCR Following Merger with OfficeMax
OFFICEMAX INC: S&P Affirms 'B-' CCR After Merger with Office Depot

OLLIE'S HOLDINGS: S&P Affirms 'B' Rating on Term Loan Due 2019
OMEGA NAVIGATION: Selects Buyer for Today's Hearing
OMTRON USA: Christine Grace Approved as Senior Accounts Manager
OVERLAND STORAGE: Cyrus Capital Holds 19% Stake at Feb. 12
OVERSEAS SHIPHOLDING: Wants Plan Filing Period Extended to Aug. 2

OVERSEAS SHIPHOLDING: Hiring Deloitte Tax as Tax Advisor
PATRIOT COAL: Hearing on Bonus Plans Delayed to March 18
PATRIOT COAL: Incurs $730.5 Million Net Loss in 2012
PEANUT CORP: Ex-Owner et al. Face Charges Over Salmonella Outbreak
PENNSYLVANIA ECONOMIC: Fitch Affirms 'BB+' Senior Bonds Rating

PENSON WORLDWIDE: April 18 Plan Objection and Voting Deadline Set
PENSON WORLDWIDE: Gets $10.5MM Stalking Horse Bid in Asset Sale
PINNACLE AIRLINES: World Trade Center Owners Drop Claims in Plan
PLY GEM: Moody's Retains Caa1 CFR; Revises Outlook to Positive
POWERWAVE TECHNOLOGIES: U.S. Trustee Forms Creditors Committee

POWERWAVE TECHNOLOGIES: Section 341(a) Meeting Slated for March 14
POWER CENTRE: Case Summary & 5 Unsecured Creditors
PPL IRONWOOD: Moody's Lifts Rating on $51MM Senior Bonds to 'Ba1'
PRIME PLASTICS: Case Summary & 20 Largest Unsecured Creditors
PRO MACH: Moody's Affirms 'B2' CFR, Outlook Stable

PROLOGIS INC: Fitch Upgrades Preferred Stock Rating to 'BB+'
POTLATCH CORP: Moody's Reviews 'Ba1' CFR for Possible Upgrade
QUALITY DISTRIBUTION: FMR LLC Holds 14% Equity Stake at Feb. 13
QUALITY DISTRIBUTION: Wellington Holds 6% Equity Stake at Dec. 31
QUANTUM FUEL: Whitebox Advisors Discloses 3% Stake at Dec. 31

QUINTILES: IPO No Impact on Moody 'B1' CFR
REAL MEX: Being Dismissed for 'Administrative Insolvency'
RENEGADE HOLDINGS: Sets April 17 Plan Confirmation Hearing
RESIDENTIAL CAPITAL: Junior Lenders Want End of Exclusivity
RESIDENTIAL CAPITAL: Can't Pick Buyer for Non-Performing Loans

RESIDENTIAL CAPITAL: March 1 Status Conference on RMBS Settlement
RESIDENTIAL CAPITAL: Sues AIG, et al., to Subordinate Claims
REVLON CONSUMER: Loan Repricing No Impact on Moody's Ba3 CFR
RIDGELAND APARTMENT: Bixby Bridge Fund Has Court Okay to Foreclose
RYAN INT'L: Sale to AJet Gets Judge's Approval

SCOTTSDALE VENETIAN: Wins Approval for Polsinelli as Counsel
SEQUENOM INC: Steven Cohen Holds 9% Equity Stake at Dec. 31
SEQUENOM INC: Patrick Lee Discloses 6% Equity Stake at Dec. 31
SEQUENOM INC: Sectoral Asset Holds 8% Equity Stake at Dec. 31
SOUTH CENTRAL: Case Summary & 20 Largest Unsecured Creditors

SPANISH BROADCASTING: Third Avenue Holds 5% Stake at Dec. 31
STAMP FARMS: Creditors Committee Taps Robbins Salomon as Counsel
STAMP FARMS: Committee Taps Emerald as Financial Consultant
STAMP FARMS: Ritchie Brothers OK'd Appraiser and Auctioneer
STEREOTAXIS INC: Prescott Group Discloses 9% Stake at Dec. 31

TERCON INVESTMENTS: Judge Approves Liquidation Process
TIGER MEDIA: C. Leone Owns 4% of Ordinary Shares at Dec. 31
TIGRENT INC: Lazarus Stake Down to Almost 0% at Dec. 31
TOUSA INC: Settlement Tentative Settlement Reached
TRI STATES UTILITY: Case Summary & 20 Largest Unsecured Creditors

TRIMEDYNE INC: Incurs $144,000 Net Loss in Fiscal 2013 Q1
TWOCO PETROLEUMS: ATB Demands Repayment of Outstanding Debt
TXU CORP: Bank Debt Trades at 27% Off in Secondary Market
UNITED METHODIST: S&P Affirms 'BB+' Rating, Outlook Positive
UNITED WESTERN: Amended Liquidation Plans Filed

VALIDUS HOLDINGS: Fitch Upgrades Ratings on 2 Debentures From BB+
VERTIS HOLDINGS: Deloitte & Touche Approved as Outside Accountants
VITESSE SEMICONDUCTOR: Aristeia Discloses 4% Stake at Dec. 31
VITESSE SEMICONDUCTOR: AQR Capital Reports 1% Stake at Dec. 31
VITESSE SEMICONDUCTOR: Whitebox Holds 9% Equity Stake at Dec. 31

VIVARO CORP: Angel Telecom JV Acquires All Assets
VOICESERVE INC: Reports $1.0-Mil. Net Income in Dec. 31 Quarter
WALLACE THEATER: S&P Affirms 'CCC' CCR on Proposed Assets Sale
WEB.COM GROUP: S&P Retains 'B' CCR Following Loan Repricing
WEYERHAEUSER COMP: Moody's Reviews Ba1-Rated Debt for Upgrade

WINDSTREAM CORP: Moody's Places 'Ba2' CFR on Review for Downgrade
WJO INC: No Quality Care Complaints; Ombudsman Released
WJO INC: Court Approves Robert L. Cullen as Special Counsel
YOUTH FOUNTAIN: Case Summary & 2 Unsecured Creditors
ZOGENIX INC: FMR LLC Discloses 5% Equity Stake at Feb. 13

ZOGENIX INC: Great Point Discloses 3% Equity Stake at Dec. 31

* Fitch Says Low Natural Gas Prices Hurt Electricity Utilities
* Moody's Notes Stable Outlook for US Power Projects
* Moody's Outlook for Local Government Units Remain Negative

* Moody's Says Money Market Funds to Remain Stable in 2013
* Moody's Notes Continuing Growth of US Real Estate Sectors

* Banks Provide $19B Mortgage Debt Write-Downs in Foreclosure Deal
* Consumer Debt Levels Reach Danger Zone in Canada
* JPMorgan Said to Seek First Sale of Mortgage Bonds Since Crisis

* BOND PRICING: For Week From Feb. 18 to 22, 2013



                            *********

1220 SOUTH OCEAN: Scheduled Liabilities Rise to $50 Million
-----------------------------------------------------------
1220 South Ocean Boulevard, LLC previously filed schedules
disclosing $74,000,099 in assets and $41,523,735 in liabilities.
The Debtor has amended its schedules to disclose higher
liabilities:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $74,000,000
  B. Personal Property                   $99
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $27,500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $22,497,714
                                 -----------      -----------
        TOTAL                    $74,000,099      $49,997,714

A copy of the amended schedules is available for free at
http://bankrupt.com/misc/1220_SOUTH_sal.pdf

                      About 1220 South Ocean

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

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

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


1220 SOUTH OCEAN: March 7 Hearing on Adequacy of Plan Disclosures
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on March 7, 2013, at 1:30 p.m., to consider
adequacy of information in the Disclosure Statement explaining the
1220 South Ocean Boulevard, LLC's proposed Chapter 11 Plan dated
Jan. 21, 2013.  Objections, if any, are due Feb. 28.

According to the Disclosure Statement, the Plan proposes that on
the Effective Date, allowed general unsecured claims (Class 4)
will be paid in full, without interest.  Payment to insider claims
will be subordinated to all other Claims in the class.  The Debtor
anticipates that the total amount of Class 4 claims, would be
$22,502,494, of which $28,515 are non-insider Claims and
$22,473,979 are insider Claims.

The Debtor will fund all payments under the Plan from the proceeds
from a private sale or auction except for payments of U.S. Trustee
Fees, which will be funded, if necessary, from the DIP financing
funds provided by Dan Swanson, the manager for the Debtor and its
owner.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/1220_SOUTH_ds.pdf

                      About 1220 South Ocean

1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm
Beach, Florida.  The Debtor disclosed, in its amended schedules,
$74,000,099 in assets and $49,997,714 in liabilities as of the
Petition Date.

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

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


360 GLOBAL: Files Year 2011 Form 10-Qs Pursuant to Plan
-------------------------------------------------------
360 Global Investments incurred a net loss of $112,500 on $0 of
revenue for the nine months ended Sept. 30, 2011, as compared with
a net loss of $112,500 on $0 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed $0 in total
assets, $412,500 in total liabilities and a $412,500 total
stockholders' deficit.

A copy of the June 30 Form 10-Q is available for free at
http://is.gd/CpnRc4

A copy of the Sept. 30 Form 10-Q is available for free at
http://is.gd/gamwfE

On Dec. 12, 2008, 360 Global's Disclosure Statement and Plan of
Reorganization was confirmed by United States Bankruptcy Court for
the District of Nevada.

As described in this Global Plan, the Company's business plan is
made up of two activities.  First, undertaking the administrative,
accounting, SEC related, and all other work necessary to prepare
and file updated financial statements and annual and quarterly
reports with the SEC and any other governmental organizations, in
order to re-establish Reorganized Global as a fully reporting
public company and re-list its common stock on a nationally
recognized stock exchange or market quotation system.

In order to accomplish this goal, Reorganized Global's plan is to
complete the following SEC filings (among other filings and
reports), which Reorganized Global will complete as soon as
practical taking into account the general economic climate:

10Q for the 3rd quarter of 2012
10K annual report and audit for the year ended December 31, 2012

The second activity is to conduct the appropriate search, perform
the necessary analysis, negotiate a price and structure, plan the
financing, and raise the necessary capital to acquire an operating
business or effect a merger or acquisition, or capital stock
exchange, asset acquisition, or other similar business combination
with an operating business.  The business going forward will not
be inconsistent with the business prior to filing for Chapter 11.
However, Reorganized Global is not necessarily limited to a
particular industry.  Nevertheless, management of Global has
initially focused on the same sectors.  As of the first quarter of
2012, efforts have been limited to exploring financing and
acquisition opportunities with the intent to maximize the value of
the business for Reorganized Global's Creditors and new equity
interest holders.  Global's efforts in identifying a prospective
target business have been ongoing since January 2008.  Global has
examined over 100 business opportunities including a wide range of
detailed discussions with financing and management partners.

                         About 360 Global

360 Global Investments, formerly 360 Global Wine Company, is a
publicly traded investment holding company that has invested in a
number of diverse business activities and that has targeted a
number of industries for future investment.  360 Global is
domiciled in the state of Nevada and its corporate headquarters
are located in Los Angeles, Calif.

360 Global Wine Company, Inc., filed for Chapter 11 protection
(Bankr. D. Nev. Case No. 07-50205) on March 7, 2007.


A123 SYSTEMS: Seeks Court Approval to Pay Failed Bidder's Advisers
------------------------------------------------------------------
A123 Systems Inc. has agreed to pay $1.5 million to NEC Corp.,
saying the Japanese electronics maker's participation in the
auction of its assets increased the purchase price by nearly $100
million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that A123 Systems intends to pay NEC $1.5 million in
reimbursement of expenses in preparation for bidding at the
auction in December where most of the assets ended up being sold
for $256.6 million to China's Wanxiang Group Corp.

The report relates that A123 said in a Feb. 20 court filing in
Wilmington, Delaware, that NEC's participation helped raise the
price by $100 million above the opening bid from Johnson Controls
Inc.

According to the report, ordinarily, a losing bidder doesn't
receive reimbursement, unless it was the stalking horse making the
opening bid to put a floor under the auction.  In the case of
A123, the bankruptcy court authorized paying $2 million to
competing bidders in reimbursement of expenses entailed in
pre-auction investigations.

The bankruptcy judge, the report relates, will convene a March 13
hearing to approve NEC's reimbursement.  At the same hearing, the
bankruptcy court is scheduled to consider approval of the
disclosure statement explaining A123's liquidating plan.

The plan is designed to give holders of $143.75 million in
subordinated notes a recovery of about 65%.  General unsecured
creditors with $124 million in claims are to have the same
recovery.  The plan provides for holders of $35.7 million in
senior note claims to be paid in full.

                       About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

Pre-bankruptcy, A123 had an agreement to sell an 80% stake to
Chinese auto-parts maker Wanxiang Group Corp.  U.S. lawmakers
opposed the deal over concerns on the transfer of American
taxpayer dollars and technology to China.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.

Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins
LLP serve as the Debtors' counsel.  Lazard Freres & Co. LLC acts
as the Debtors' financial advisors, while Alvarez & Marsal serves
as restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

Brown Rudnick LLP and Saul Ewing LLP serve as counsel to the
Official Committee of Unsecured Creditors.


ACACIA DIVERSIFIED: Reports $363,000 Net Income in Third Quarter
----------------------------------------------------------------
Acacia Diversified Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its annual report for 2011 and quarterly
reports for the first, second, and third quarters of 2012.

The Company reported net income of $363,448 on $0 of revenue for
the three months ended Sept. 30, 2012, as compared with a net loss
of $74,194 on $0 of revenue for the same period a year ago.  For
the nine months ended Sept. 30, 2012, the Company reported net
income of $368,654 on $0 of revenue, as compared with a net loss
of $230,361 on $0 of revenue for the same period a year ago.

Acacia Diversified reported a net loss of $16,910 on $0 of revenue
for the three months ended June 30, 2012, as compared with a net
loss of $103,662 on $0 of revenue for the same period during the
prior year.  For the six months ended June 30, 2012, the Company
reported net income of $5,206 on $0 of revenue, as compared with a
net loss of $156,167 on $0 of revenue for the same period a year
ago.  The Company reported net income of $22,116 on $0 of revenue
for the three months ended March 31, 2012, as compared with a net
loss of $52,505 on $0 of revenue for the same period a year ago.

For the year ended Dec. 31, 2011, the Company incurred a net loss
of $455,678 on $0 of revenue, as compared with a net loss of
$216,921 on $0 of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $361,729 in
total assets, $134,542 in total liabilities and $227,187 in total
stockholders' equity.

KWCO, PC, in Odessa, Texas, expressed a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and limited capital resources which raise substantial doubt about
the Company's ability to continue as a going concern.

The Company previously disclosed in its filings that delay in the
submission of its peroidic reports with the SEC was due to the
Company's failure to assemble and analyze the financial statements
without unreasonable effort and expense.

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

                        http://is.gd/loPZJl

A copy of the Q1 Form 10-Q is available for free at:

                        http://is.gd/4Wra0G

A copy of the Q2 Form 10-Q is available for free at:

                        http://is.gd/NMVCBm

A copy of the Q3 Form 10-Q is available for free at:

                         http://is.gd/lGcPBD

                      About Acacia Diversified

Acacia Diversified Holdings, Inc., does not have significant
operations.  It intends to acquire and operate businesses.
Previously, it was engaged in the auctioning of automobiles,
trucks, boats, motor homes, RVs, and related products.  The
Company was formerly known as Acacia Automotive, Inc., and changed
its name to Acacia Diversified Holdings, Inc., in July 2012.
Acacia Diversified Holdings, Inc., was founded in 1984 and is
based in Ocala, Florida.


ACCENTIA BIOPHARMACEUTICALS: S. Duffey Quits as CEO, Pres. & PEO
----------------------------------------------------------------
Accentia Biopharmaceuticals, Inc.'s Board of Directors accepted
the retirement and resignation of Samuel S. Duffey, Esq., from his
employment with the Company.  Mr. Duffey's retirement represents
the resignation from all positions held by Mr. Duffey with the
Company, including President, Chief Executive Officer, Principal
Executive Officer, and General Counsel.

Mr. Duffey served without a formal employment agreement and
accordingly, his retirement and resignation will not result in any
severance compensation or benefits.  The resignation was voluntary
and did not result from any disagreement with the Company known to
an executive officer of the Company on any matter relating to the
Company's operations, policies or practices.

Effective as of Feb. 20, 2013, Garrison J. Hasara, C.P.A., was
appointed to serve in the position of Acting Chief Executive
Officer, along with his current positions as, Acting Chief
Financial Officer, and Controller of the Company.  In addition,
Mr. Hasara was also designated to serve as the Company's Principal
Executive Officer, Principal Financial Officer and Principal
Accounting Officer in connection with dealings with the Company's
independent audit firm and filings with the Securities and
Exchange Commission.  The Company and Mr. Hasara have not entered
into a formal employment agreement and Mr. Hasara will maintain
his current total compensation for services rendered in all
capacities.

From November 2003 to June 2005, Mr. Hasara, 43, served as the
Company's Compliance Specialist.  Prior to that time and prior to
joining the Company, from 2000 to 2003, Mr. Hasara was the Chief
Financial Officer of Automotive Service Centers, Inc., a
franchisee of Midas, Inc.  In addition, from 1996 to 1999, Mr.
Hasara served in various accounting roles at KForce Inc., a
publicly traded staffing services company.  Mr. Hasara has been a
licensed Certified Public Accountant since 1993 and received his
B.S. from the University of South Florida in 1991.

                 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.

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.

                        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."


ADVANCED LIVING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Advanced Living Technologies, Inc.
          dba The Oaks at Brookshire
              Country Care Plex Nursing & Rehab Center
              Floresville Nursing and Rehabilitation Center
              Manor Oaks Nursing Center
              Stockdale Nursing Center
              Victoria Nursing and Rehabilitation Center
        10415 Morado Circle, III, Suite 120
        Austin, TX 78759

Bankruptcy Case No.: 13-10313

Chapter 11 Petition Date: February 20, 2013

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Eric J. Taube, Esq.
                  HOHMANN TAUBE & SUMMERS, LLP
                  100 Congress Avenue, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  E-mail: erict@hts-law.com

                         - and ?

                  Morris D. Weiss, Esq.
                  HOHMANN, TAUBE & SUMMERS, LLP
                  100 Congress Avenue, Suite 1800
                  Austin, TX 78701-4042
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  E-mail: morrisw@hts-law.com

Debtor's
Financial
Advisor:          COHNREZNICK, LLP

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

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

The petition was signed by Paul Gray, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Colinas Healthcare, Inc.           Services             $1,754,965
10415 Morado Circle, Suite 120
Austin, TX 78759

Healthcare Services                Services               $735,242
3220 Tillman Drive, #300/Glenview
Bensalem, PA 19020

Hallmark Rehabilitation            Services               $575,400
27442 Portola Parkway, Suite 200
Foothill Ranch, CA 92610-2882

Omnicare                           Services               $391,028
P.O. Box 715268
Columbus, OH 43271-5268

Wilson County, Wilson CAD &        Services               $360,748
Hudspeth
CAD Tax Offices
c/o Linebarger Goggan Blair & Sampson
711 Navarro, Suite 300

Pharmerica                         Services               $344,771
P.O. Box 409251
Atlanta, GA 30384-9251

Rehabcare Group East, Inc.         Services               $295,655
7733 Forsyth Boulevard, Suite 2300
Attn: Miss Kippi VanHoogstrate
Saint Louis, MO 63105

Flat Iron Capital                  Services               $174,091

Medline Industries, Inc.           Services               $138,976

Mckesson                           Services                $83,013

Touchstone Medical Srvc, Inc.      Services                $63,312

Wells Fargo Financial Leasing      Services                $46,800

Maxim Staffing Solutions           Services                $43,316

Cray Networks                      Services                $37,684

Brown McCarroll, LLP               Services                $34,374

Aetna                              Services                $27,383

Stearns Bank                       Services                $26,392

Skin Care Management               Services                $25,745

United Seating and Mobility        --                      $18,618

Care Specialties, Inc.             Services                $18,464


ADVOCATE FINANCIAL: Reorganization Plan Declared Effective
----------------------------------------------------------
Advocate Financial, L.L.C., notified the U.S. Bankruptcy Court for
the Middle District of Louisiana that the Effective Date of the
Plan of Reorganization dated Sept. 13, 2012, occurred on Nov. 20,
2012.

The Plan proposed by Louis M. Phillips, Chapter 11 Trustee for the
estate of the Debtor was confirmed on Nov. 4, 2012.

The Chapter 11 trustee was represented by:

         Patrick "Rick" M. Shelby
         GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC
         201 St. Charles Avenue, 40th Floor
         New Orleans, LA 70170-4000
         Tel: (504) 582-1111
         E-mail: pshelby@gordonarata.com

                 - and -

         Louis M. Phillips
         301 Main Street, Suite 1600
         Baton Rouge, LA 70801-1916
         Tel: (225) 381-9643
         E-mail: lphillips@gordonarata.com

                     About Advocate Financial

New Orleans, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. La. Case No. 10-
10767) on May 25, 2010.  Attorneys at Baldwin Haspel Burke & Mayer
represented the Debtor in the Chapter 11 case.  In its schedules,
the Debtor disclosed $19,370,268 in total assets and $10,769,568
in total liabilities.

Bankruptcy Judge Douglas D. Dodd approved the appointment of Louis
M. Phillips of Baton Rouge, Louisiana to serve as trustee in the
reorganization case of Advocate Financial.


AMERICA WEST: Cleared by Judge to Tap Bankruptcy Financing
----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that coal
mine operator America West Resources Inc. received the bankruptcy
court's approval to access $150,000 of its bankruptcy financing,
funds that will allow the company to continue operating as it
attempts to sell its assets.

                        About America West

Based in Salt Lake City, Utah, America West Resources Inc. is a
domestic coal producer engaged in the mining of clean and
compliant (low-sulfur) coal.  The majority of the Company's coal
is sold to utility companies for use in the generation of
electricity.

America West Resources and three affiliates sought Chapter 11
protection (Banrk. D. Nev. Case Nos. 13-50201 to 13-50204) on
Feb. 1, 2013, in Reno, Nevada.

America West disclosed assets of $18.3 million and liabilities of
$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. as
reorganization counsel; the Law Office of Illyssa I. Fogel as
local counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


AMERICAN AIRLINES: Asks Judge Not to Delay Antitrust Battle
-----------------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports American
Airlines says Travelport Ltd. shouldn't be allowed to delay a
fast-approaching antitrust trial in which "billions of dollars"
are potentially on the line.

Jess Davis of BankruptcyLaw360 reported that Travelport Ltd. on
Thursday told a New York bankruptcy judge that American Airlines
had deliberately set a trap to block the travel services company
from bringing new counterclaims in a Texas antitrust suit that the
airline says will be trial-ready within months.

The report related that Travelport says the airline has told the
Texas court for six months that the deadline hasn't expired to
bring additional counterclaims, accusing American of either
misleading the district court during that time or now making an
abrupt about-face in its attempt to stop travel services company
from filing counterclaims.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.  American
Airlines, American Eagle and the AmericanConnection carrier serve
260 airports in more than 50 countries and territories with, on
average, more than 3,300 daily flights.  The combined network
fleet numbers more than 900 aircraft.  The Company reported a net
loss of $884 million on $18.02 billion of total operating revenues
for the nine months ended Sept. 30, 2011.  AMR recorded a net loss
of $471 million in the year 2010, a net loss of $1.5 billion in
2009, and a net loss of $2.1 billion in 2008.  AMR's balance sheet
at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55
billion in total liabilities, and a $4.83 billion stockholders'
deficit.

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

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

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

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


AMERICAN AIRLINES: AMR Corp. Name to Disappear in US Air Merger
---------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that US Airways Group Inc.
said AMR Corp. will disappear after 31 years as the name of
American Airlines' parent once their pending $11 billion merger is
final.

A regulatory filing Feb. 21 by Tempe, Arizona-based US Airways
said that American Airlines Group Inc. will replace AMR
"immediately after the effective time of the merger."

The carriers have said they expect to complete the combination in
the third quarter.  For months, US Airways Chief Executive Officer
Doug Parker has said a tie-up, if approved, would keep the name of
the larger American and its Fort Worth, Texas, headquarters.  In
announcing their merger agreement on Feb. 14, American CEO Tom
Horton said the new carrier would be called AMR Corp. and would
operate under the American Airlines name.

"Our filing speaks to our understanding," John McDonald, a US
Airways spokesman, said in an e-mail when asked about the name.
He said he "can't really expound beyond that."

Mr. Horton "must have just misspoke" in a conference call on the
merger last week, Mike Trevino, an American spokesman, said in an
e-mailed statement.  Mr. Trevino confirmed the new name.  American
shareholders approved creation of a new holding company called AMR
Corp. in 1982, according to the carrier's Web site.

US Airways began pursuing a merger in January 2012, less than two
months after AMR and American sought bankruptcy court protection.
The combination will pass United Continental Holdings Inc. as the
world's largest airline based on passenger traffic.

Mr. Parker will serve as CEO of the merged airline, with Horton
serving a limited tenure as chairman.  The plan must be approved
by the judge presiding over American's bankruptcy case, US Airways
shareholders and federal regulatory agencies.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.  American
Airlines, American Eagle and the AmericanConnection carrier serve
260 airports in more than 50 countries and territories with, on
average, more than 3,300 daily flights.  The combined network
fleet numbers more than 900 aircraft.  The Company reported a net
loss of $884 million on $18.02 billion of total operating revenues
for the nine months ended Sept. 30, 2011.  AMR recorded a net loss
of $471 million in the year 2010, a net loss of $1.5 billion in
2009, and a net loss of $2.1 billion in 2008.  AMR's balance sheet
at Sept. 30, 2011, showed $24.72 billion in total assets,
$29.55 billion in total liabilities, and a $4.83 billion
stockholders' deficit.

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

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

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

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


AMERICAN AIRLINES: US Airways Merger Slated for March 27 Hearing
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that for AMR Corp., the first of three major hearings to
approve a merger between American Airlines Inc. and US Airways
Group Inc. will take place on March 27, when the bankruptcy judge
is New York is scheduled to give the court's blessing to the
combination.

The report notes that whether there is any serious opposition will
be known on March 15, the deadline for filing objections to the
merger.  The merger agreement itself was part of a regulatory
filing on Feb. 14.

According to the report, the other major hurdles are the
bankruptcy court's approval of the disclosure statement approving
the plan and the confirmation hearing for approval of the
reorganization.

The report also notes that the merger itself may be months away.
Under the agreement where creditors with $1.2 billion in debt
support the merger and the companion reorganization plan, June 15
is the deadline for filing the reorganization plan and disclosure
statement.  The plan must be approved by the court and the merger
consummated by mid-December.

The plan calls for existing shareholders to receive 3.5% of the
stock of the merged companies.  Announcement of the merger doubled
the value of AMR's stock.  Closing at $1.30 the day before the
announcement, the stock concluded trading Feb. 21 at $2.62, up
11 cents in over-the-counter trading.  The merger has been
particularly rewarding for investors astute enough to purchase the
stock for less than 40 cents a share in October.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.  American
Airlines, American Eagle and the AmericanConnection carrier serve
260 airports in more than 50 countries and territories with, on
average, more than 3,300 daily flights.  The combined network
fleet numbers more than 900 aircraft.  The Company reported a net
loss of $884 million on $18.02 billion of total operating revenues
for the nine months ended Sept. 30, 2011.  AMR recorded a net loss
of $471 million in the year 2010, a net loss of $1.5 billion in
2009, and a net loss of $2.1 billion in 2008.  AMR's balance sheet
at Sept. 30, 2011, showed $24.72 billion in total assets,
$29.55 billion in total liabilities, and a $4.83 billion
stockholders' deficit.

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

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

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

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


AMERICAN ENERGY: Reports $42,200 Net Income in Fiscal Q2
--------------------------------------------------------
The American Energy Group, Ltd., filed its quarterly report on
Form 10-Q, reporting net income of $42,224 on $309,421 of revenue
for the three months ended Dec. 31, 2012, compared with net income
of $28,072 on $235,623 of for the prior fiscal period.

For the six months ended Dec. 31, 2012, the Company reported net
income of $129,329 on $616,581 of revenue, compared with a net
loss of $114,798 on $303,202 of revenue for the six months ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.1 million
in total assets, $376,696 in total liabilities, and stockholders'
equity of $2.7 million.

A copy of the Form 10-Q is available at http://is.gd/zG3ZNj

                     About The American Energy

Westport, Connecticut-based The American Energy Group, Inc.,
operates as an energy resource royalty company.  It owns 18%
overriding royalty interest in the Yasin Concession located in
Pakistan, as well as an interest in two oil and gas leases in
southeast Texas.

                           *     *     *

Morrill & Associates, in Bountiful, Utah, expressed substantial
doubt about The American Energy Group, Ltd.'s ability to continue
as a going concern in their audit report on the Company's
financial statements for the year ended June 30, 2012, citing
recurring losses and negative cash flows from operations.


AMPAL-AMERICAN: Plan Advances as Brown Rudnick Eases Contempt Bid
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge said Thursday that he will approve bankrupt
energy investment company Ampal-American Israel Corp.'s disclosure
statement, the same day Brown Rudnick LLP said it will likely drop
its bid to hold the company's directors in contempt for missed
payments.

The report related that U.S. Bankruptcy Judge Stuart M.
Bernstein's blessing of the disclosure statement, which he will
issue following a handful of minor tweaks, will allow Ampal-
American to begin soliciting votes for its Chapter 11 plan and
eventually exit bankruptcy.

                        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.


ANTS SOFTWARE: Inronridge No Longer 5% Shareholder as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ironridge Global IV, Ltd., and its affiliates
disclosed that, as of Dec. 31, 2012, they ceased to be the
beneficial owners of more than 5% of Ants Software Inc.'s
outstanding common shares.  Inronridge previously reported
beneficial ownership of 15,756,000 common shares or a 4.9% equity
stake as of April 26, 2012.  A copy of the amended filing is
available at http://is.gd/3atnvY

                         About Ants Software

ANTs Software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


ARAMARK CORP: Loan Increase Cues Moody's to Cut Debt Rating to B1
-----------------------------------------------------------------
Moody's Investors Service downgraded ARAMARK Corp.'s senior
secured debt ratings to B1 from Ba3. The ratings outlook is
stable.

ARAMARK has increased the amount of new senior secured term loans
by $400 million to $1.4 billion. The proceeds will be used to
repay in full ARAMARK's $1.28 billion of 8.5% senior unsecured
notes due 2015, pay transaction fees and expenses and increase
balance sheet cash. The ratings on the 8.5% notes will be
withdrawn once they have been repaid.

Ratings Rationale:

The downgrade of the senior secured debt ratings to be the same as
the B1 corporate family rating reflects the $400 million increase
in new secured term loans to $1.4 billion from $1 billion, which
results in a lower proportion of unsecured debt in the capital
structure and hence lower loss absorption in an event of default.

Ratings Downgraded (LGD assessments revised):

  Senior Secured Term Loan due 2019, B1 (LGD3, 44%) from Ba3
  (LGD3, 42%)

  Senior Secured Term Loan Facility due 2016, B1 (LGD3, 44%) from
  Ba3 (LGD3, 42%)

  Senior Secured Revolving Credit Facility due 2017, B1 (LGD3,
  44%) from Ba3 (LGD3, 42%)

  Synthetic Letter of Credit Facilities due 2014 & 2016, B1
  (LGD3, 44%) from Ba3 (LGD3, 42%)

Ratings Unchanged (LGD assessments revised):

  Senior Unsecured Floating Rate Notes due 2015, B3 (LGD5, 88%
  from LGD5, 87%)

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.

ARAMARK provides a broad range of managed services to business,
educational, healthcare and governmental institutions and sports,
entertainment and recreational facilities, and the second largest
uniform and career apparel business in the United States. ARAMARK
is owned by a consortium of affiliates of private equity sponsors
(GS Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners,
Thomas H. Lee Partners and Warburg Pincus) and the company's
management team.


ARCAPITA BANK: Antony Zacaroli to Advise on Cayman Islands Law
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized debtors Arcapita Bank B.S.C.(c), et al., to employ
Antony Zacaroli, Queen's Counsel, to serve as the Debtors' special
counsel to advise on Cayman Islands law to perform these services
on behalf of the Debtors:

  -- Represent Arcapital Investment Holdings Limited ("AIHL") in
     its proceedings in the Cayman Islands;

  -- Represent AIHL and prosecute on its behalf any proceeding in
     the Cayman Court required to effectuate the terms of the
     prospective plan of reorganization to be filed on behalf of
     the Debtors in the Chapter 11 Cases; and

  -- Perform all other legal services relating to Cayman Islands
     law for the Debtors that may be necessary, in the judgment of
     Mourant Ozannes, the Debtors' special Cayman Islands counsel
     and the Debtors.

Mr. Zacaroli will be compensated for services performed at the
hourly rate of GBP675 per hour (which hourly rate will be subject
to a 50% reduction for any non-working time spent traveling in
connection with the services performed pursuant to the order.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ARKANOVA ENERGY: Incurs $484,000 Net Loss in Dec. 31 Quarter
------------------------------------------------------------
Arkanova Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $484,187 on $210,842 of total revenue for the three
months ended Dec. 31, 2012, as compared with net income of $5.30
million on $273,600 of total revenue for the same period during
the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.41 million
in total assets, $9.38 million in total liabilities and a $6.96
million total stockholders' deficit.

"Arkanova is primarily engaged in the acquisition, exploration and
development of oil and gas resource properties.  Arkanova has
incurred losses of $25,818,208 since inception and has a negative
working capital of $8,865,900 at December 31, 2012.  Management
plans to raise additional capital through equity and/or debt
financings.  These factors raise substantial doubt regarding
Arkanova's ability to continue as a going concern."

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

                       http://is.gd/07agS1

                         About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Arkanova Energy's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
cumulative losses since inception and has negative working
capital.

The Company's balance sheet at Sept. 30, 2012, showed $2.4 million
in total assets, $9.2 million in total liabilities, and a
stockholders' deficit of $6.8 million.


ARTE SENIOR LIVING: T. Teeple Okayed as Patient Care Ombudsman
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved
Teresa Teeple, Arizona State Long Term Care Ombudsman, as patient
care ombudsman for Arte Senior Living, LLC.

The U.S. Trustee for Region 14 selected a new patient care
ombudsman.  The U.S. Trustee originally selected Syble Oliver as
patient care ombudsman.  However, during the pendency of the case,
Ms. Teeple assumed Ms. Oliver's elder rights specialist role as
the long term care ombudsman for the State of Arizona, which is a
division of the Arizona Department of Economic Security/Division
of Aging and Adult Services.

The Bankruptcy Code  provides that the patient care ombudsman is
tasked to:

   1) monitor the quality of patient care provided to patients of
      the Debtor, to the extent necessary under the circumstances,
      including interviewing patients and physicians; and

   2) report to the Court regarding the quality of patient care
      provided to patients of the Debtor every 60 days.

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of 128,514 square feet
of rentable living space.  The Property is managed by Encore
Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
disclosed $52,317,766 in assets and $34,411,296 in liabilities as
of the Chapter 11 filing.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The U.S. Trustee has not appointed an unsecured creditors'
committee because an insufficient number of persons holding
unsecured claims against the Debtor have expressed interest in
serving on a committee.  The U.S. Trustee reserves the right to
appoint such a committee if interest develop among the creditors.


AS SEEN ON TV: Incurs $15.1 Million Net Loss in Third Quarter
-------------------------------------------------------------
As Seen On TV, Inc., reported a net loss of $15.14 million on
$5.83 million of revenue for the three months ended Dec. 31, 2012,
as compared with net income of $2.24 million on $2.60 million of
revenue for the same period during the prior year.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of $13.70 million on $6.87 million of revenue, as
compared with a net loss of $10.20 million on $3.35 million of
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed
$16.08 million in total assets, $36.36 million in total
liabilities and a $20.28 million total stockholders' deficiency.

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

                        http://is.gd/WQBWGq

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million for the year
ended March 31, 2012, compared with a net loss of $6.97 million
during the prior fiscal year.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.

The terms of the Agreement provide for the issuance of 19,077,252
shares of As Seen On TV common stock in exchange for 100% of the
outstanding shares.  The closing of the transaction is subject to
a number of conditions and continues to progress accordingly.  The
eDiets shareholder meeting called to approve the merger is
scheduled for Feb. 27, 2013.


ATP OIL: Gets Final Court OK to Borrow $117MM in New Loans
----------------------------------------------------------
ATP Oil & Gas Corporation won final bankruptcy court approval to
enter into a third amendment of a credit agreement with its lender
group led by Credit Suisse AG and borrow up to $117 million
pursuant to a prepared budget.

In its Feb. 21 order, Judge Marvin Isgur clarified that the
approved loan amounts are subject to grants of adequate protection
and superpriority administrative expense status.

The lender group for the $117 million loan is composed of 49
entities, with MSD Credit Opportunity Master Fund LP contributing
$33.8 million, Credit Suisse Loan Funding LLC $17.74 million, and
Credit Suisse AG $303,000.

As previously reported by the TCR, the initial tranche amount of
the additional loans was in the aggregate principal amount of
$11,800,000 and was made available to the Debtor on Feb. 14.  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.

In a report with the U.S. Securities and Exchange Commission, the
Debtor noted that the Cash Flow Sweep threshold amount for
Unrestricted Cash on hand under the DIP Loan Amendment No. 3 was
decreased from $30 million to $15 million.

The voluntary prepayment provisions under the DIP Credit Agreement
are amended to provide that any prepayment will go first to prepay
the loans under the Additional Facility on a pro rata basis,
second to prepay the NM Loans on a pro rata basis, and third to
prepay the Refinancing Loans and the Prepetition Hedge
Obligations.

Under the Amended Credit Agreement, the Debtor also agree to hire
2 project engineers to supervise its Clipper Project and a general
manager to assist the chief restructuring officer with his day-to-
day activities.

                          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: Gets No Bid for Shelf Assets, Cancels Feb. 26 Auction
--------------------------------------------------------------
In a Feb. 22 notice, ATP Oil & Gas Corporation informed the U.S.
Bankruptcy Court for the Southern District of Texas that no
Qualified Bids for its "shelf assets" has been submitted and thus
the auction previously scheduled for Tuesday, Feb. 26 and the sale
hearing set for Thursday, Feb. 28 are cancelled.

In this light, the Shelf Assets will be added to the March 26
auction set with respect to the sale of the Debtor's Deepwater
Assets -- whose preliminary bid deadline has been set for March
19.

The Shelf Assets consist of the Debtor's leasehold and other
interests in 18 blocks located offshore of Texas and Louisiana on
the Outer Continental Shelf in the Gulf of Mexico, well as
related assets, including, but not limited to, various production
facilities, pipelines, machinery and production equipment
appurtenant to or used in connection with these operations.

The bid deadline for the Shelf Assets was previously set for
Feb. 19.  The Debtor was required to report back to the Court if
no bids were received by that date.

Initial indications of interest for the Deep-Water Assets are due
March 5.  Preliminary bids must be submitted by March 19, prior to
the March 26 auction and a hearing on March 28 for approval of the
sale.

                           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: May Decide on Unexpired Leases Thru March 18
-----------------------------------------------------
ATP Oil & Gas Corporation may assume or reject any unexpired lease
of non-residential real property not previously assume or rejected
in its bankruptcy case, through March 18, 2013, Judge Marvin Isgur
ordered in a Feb. 21 ruling.

                          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.


BALL CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) and
long-term debt ratings of Ball Corporation. The Rating Outlook is
Stable.

Key Rating Drivers

The rating affirmation incorporates the company's solid cash flow
generation, stable credit metrics, leading market positions in the
majority of its product categories/market segments, and current
expectations for increased global beverage volume in the packaging
end-markets. During the past several years, Ball has reduced
overcapacity, removed fixed costs, increased utilization rates and
rebalanced can mix. Consequently, operational focus has continued
across its strategic footprint resulting in solid operating
performance with growing EBIT absent business restructuring costs.

Ball has very good liquidity resulting from cash generation,
availability under its credit agreement and balance sheet cash.
Free cash flow (FCF) -- CFO less capital spending, less dividend -
- was $478 million for 2012, materially higher than expectations
due to the deferral of capital investment into 2013 of
approximately $100 million. At the end of 2012, Ball had drawn
$210 million on its $1 billion multicurrency revolver that matures
in 2015. Ball has significant flexibility under its covenants and
basket capacity. Cash was $174 million.

Ball has additional liquidity through a U.S. accounts receivable
securitization program that matures in 2014. Ball's securitization
agreement can vary between $110 million and $235 million depending
on the seasonality of the company's business. At the end of 2012,
no accounts receivable were sold under this agreement. Ball also
has uncommitted, unsecured credit facilities, which Fitch views as
a weaker form of liquidity. At the end of the third quarter 2012,
Ball had up to $476 million of uncommitted lines available of
which $154 million was outstanding and due on demand.

Near-term maturities are minimal with the next material maturity
occurring when the term loans mature in 2015. The term loans
currently have $321 million outstanding. The next maturity with
its senior notes is $375 million of 7.125% notes due in 2016.
These notes are callable in September 2013. Fitch expects Ball
will opportunistically refinance higher coupon debt going forward.

Leverage at the end of 2012 was 2.8x with net leverage of 2.7x.
This was within Fitch expectations and is within range of Ball's
net leverage target goal of 2.5x. For 2013, Fitch does not expect
any further debt reduction with leverage remaining in the upper 2x
range absent considerations for a large acquisition.

As a result, the company has significant flexibility when
deploying its excess capital. In 2012, Ball spent in excess of
$100 million on growth-related capital, $71 million on
acquisitions and almost $500 million on gross share repurchases.
With capital spending increasing to approximately $400 million,
FCF levels should be at least $325 million for 2013. Share
repurchase activity should pace on par with FCF.

Risks are reflected in the rating and, in Fitch's opinion, are
quite manageable. These include the acquisitive nature of the
company, the risks inherent within the packaging segment including
emerging markets risk and revenue/customer concentration, as well
as its underfunded pension plans. Pension contributions in 2013
will likely be lower than the approximate $150 million
contribution in 2012. Accordingly, Ball has more than sufficient
capacity to fund its pension deficit from existing cash flows.

Ball's largest segment, the U.S. beverage-can along with the food-
can segment represents mature business operations subject to
volume-related pressure. Ball's exposure in Europe, while material
is lower than most other packaging companies. Ball's operating
performance in Europe has generally outperformed most other
corporates across other industry segments.

Ball does have some increasing risk related to potential budget
cuts in the aerospace segment and medium-term over capacity issues
in China that has affected pricing. Fitch believes Ball is well-
positioned within the aerospace segment and would not be
materially affected with possible sequestration cuts particularly
as the aerospace segment represents approximately 10% of operating
profit.

In China, Ball's leading market share positions the company to
capture its share of growth from can conversions in these lower-
penetrated markets. Profitability will be challenged though for at
least the next two years due to the highly fragmented market that
has caused material overcapacity resulting in pricing pressure.
Fitch expects this should resolve over time due to market growth
and possibly through consolidation opportunities. However, Ball's
market share concentration in China may prevent further
consolidation due to governmental antitrust laws.

RATING SENSITIVITIES

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

-- Significant revenue decline / pressure on EBITDA causing
    sustained leverage to increase greater 3.5x

-- Large debt financed acquisition that would significantly
    increase leverage.

-- Change in financial policy /aggressive share repurchase

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

-- Commitment to a leverage target less than 2.5x

-- Margin expansion through improved operating performance

-- Sustained increase in FCF as a % of debt greater than 10%

Fitch affirms these ratings:

Ball Corporation
-- IDR at 'BB+';
-- Senior Unsecured Debt at 'BB+';
-- Senior Secured Credit Facility at 'BBB-'.


BALLARD POWER: Incurs $43.5-Million Net Loss in 2012
----------------------------------------------------
Ballard Power Systems Inc. filed with the U.S. Securities and
Exchange Commission on Feb. 22, 2013, its annual financial
statements for the year ended Dec. 31, 2012.

KPMG LLP, in Vancouver, Canada, cited that the Company's ability
to continue as a going concern and realize its assets and
discharge its liabilities and commitments in the normal course of
business is dependent on it having sufficient liquidity and
achieving profitable operations that are sustainable.  "These
conditions indicate the existence of a material uncertainty that
casts substantial doubt about the Company's ability to continue as
a going concern."

The Company reported a net loss of US$43.5 million for 2012,
compared to a net loss of US$36.2 million for 2011.

Revenues from continuing operations of US$43.7 million for 2012
declined 22%, or US$12.1 million, compared to 2011.  The
US$12.1 million decline was driven by the absence of Contract
Automotive segment revenues (US$9.3 million impact) as a result of
the completion of the Company's light-duty automotive
manufacturing supply agreement with Daimler in October 2011 and by
lower revenues of US$2.8 million in the Company's core Fuel Cell
Products segment.

Operating expenses were US$38.5 million for 2012, compared to
US$44.9 million in 2011.  

Net loss from continuing operations for 2012 was US$43.4 million,
compared to a net loss of US$39.9 million in 2011.  Impairment
loss for 2012 was US$10.0 million and consists of an impairment
charge related to the Company's Fuel Cell Products segment.

Net loss from discontinued operations in 2012 was US$65,000, as
compared to net income in 2011 of US$3.8 million.  Net loss from
discontinued operations in 2012 includes a goodwill impairment
charge of US$1.8 million and a write-down of property, plant and
equipment of US$500,000.

The Company's balance sheet at Dec. 31, 2012, showed
US$127.5 million in total assets, US$69.5 million in total
liabilities, and stockholders' equity of US$58.0 million.

A copy of the consolidated financial statements for the years
ended Dec. 31, 2012, and 2011 is available at http://is.gd/vROiee

                    About Ballard Power Systems

Headquartered in Burnaby, B.C., Canada, Ballard Power Systems Inc.
is principally engaged in the design, development, manufacture,
sale and service of fuel cell products for a variety of
applications, focusing on motive power (material handling and
buses) and stationary power (backup power and distributed
generation) markets.  The Company also provides engineering
services for a variety of fuel cell applications.


BANAH INTERNATIONAL: Sugar Company Files Chapter 11
---------------------------------------------------
Sugar company Banah International Group filed for Chapter 11
bankruptcy (Bankr. S.D. Fla. Case No. 13-13954) on Friday,
estimating between $1 million and $10 million in debt and
liabilities.

Paul Brinkmann, writing for the South Florida Business Journal, l
recounts that in December 2011, the Miami-Dade County Commission
approved Banah for up to $470,000 in economic development
incentives, if the company created 292 jobs over three years and
invested $7.7 million in a new international headquarters.  At the
time, Banah was based in Coral Gables and said it was considering
a move to another state.

The company relocated to Hialeah after receiving approval for the
incentives.  The money was to be paid out over six years as the
jobs were added.  The approval of incentives, according to the
report, attracted attention because of media reports that owner
president Alexander I. Perez was previously convicted for cocaine
trafficking.  The incentives received a recommendation by the
Beacon Council.

The report notes Banah's bankruptcy attorney Jeff Bast of Miami,
didn't immediately reply to requests for more information about
the company, its finances or whether it had received any
incentives.


BERING EXPLORATION: Incurs $415,000 Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
Bering Exploration, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $414,959 on $16,432 of oil and gas
revenue for the three months ended Dec. 31, 2012, compared with a
net loss of $2.4 million on $39,687 of oil and gas revenue for the
three months ended Dec. 31, 2011.

For the nine months ended Dec. 31, 2012, the Company had a net
loss of $3.0 million on $65,772 of oil and gas revenue, compared
with a net loss of $3.4 million on $49,369 of oil and gas revenue
for the nine months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.3 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $106,119.

"As of Dec. 31, 2012, the Company has accumulated losses of
$9,878,372 since inception and negative working capital of
$1,055,584.  These factors raise substantial doubt regarding the
Company's ability to continue as a going concern," according to
the Form 10-Q.

A copy of the Form 10-Q is available at http://is.gd/9d6lKo

                     About Bering Exploration

Houston-based Bering Exploration, Inc., primarily focuses its
business on the exploration, acquisition, development, production
and sale of natural gas, crude oil and natural gas liquids from
conventional reservoirs within the United States.  In addition,
the Company owns 25% of Intertech Bio, which is developing
products to treat cancer, infectious diseases and other medical
conditions associated with compromised immune systems.  The
Company is not actively involved in the management of Intertech
Bio.

                           *     *     *

LBB and Associates, Ltd, LLP, in Houston, Texas, issued a going
concern opinion on Bering Exploration's audited financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company's limited amounts of
revenue, recurring losses from operations and negative working
capital raise substantial doubt about the Company's ability to
continue as a going concern.


BERNARD L. MADOFF: Trustee Improves His Odds in AG Lawsuits
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC scored a victory in the U.S. Court of Appeals in
Manhattan over Senator Frank Lautenberg that may give the trustee
a leg up in similar disputes with attorneys general from New York
and California.

The report recounts that through a family foundation, Sen.
Lautenberg was among those appealing a decision from December 2011
by a district judge in New York who upheld the bankruptcy court
and barred individual customers from suing Madoff's family
members.

According to the report, the Second Circuit Court of
Appeals, relying on the so-called All Writs Act contained in
Section 105(a) of the Bankruptcy Code, handed down a six-page
opinion on Feb. 20 upholding the injunction.  The case was argued
in the Circuit Court on Jan. 25.  The unsigned opinion by the
three-judge panel said the injunction "was a proper exercise of
the equitable power" lodged in the bankruptcy court.  The opinion
says Section 105 should be "construed liberally to enjoin suits
that might impede" the process of liquidation.

Mr. Rochelle points out that it was important for the appeals
court that Sen. Lautenberg and other creditors were suing Madoff
family members to recover very same assets "that the trustee
claims are properly part of" Madoff's bankrupt estate.  Madoff
trustee Irving Picard is suing the Madoff family for $200 million
allegedly stolen from customers.

The appeals court said that success by individual customers like
Sen. Lautenberg "would draw down assets almost all of which could
otherwise be expected to return" to the bankrupt Madoff estate.

In two other cases, attorneys general from New York and California
are either suing Madoff feeder fund managers or attempting to
carry out settlements with a feeder fund.  In both, Mr. Picard is
suing to stop the attorneys general, saying he should be allowed
to recover from the feeder funds and their managers who received
property stolen from Madoff customers.  The dispute with the
California attorney general is in mediation in bankruptcy court.
The dispute with the New York attorney general was removed from
bankruptcy court.  All papers have been filed, and the matter will
be argued on March 12 before U.S. District Judge Jed Rakoff, who
will decide whether the result should be the same or different
from the Lautenberg case.

Mr. Rochelle also points out that the attorneys generals' cases
aren't the same, and the result could be different, because the
state authorities are vindicating violations of state laws and
aiming for recoveries for feeder fund investors who don't have
claims against Madoff.

The Second Circuit didn't decide whether Sen. Lautenberg's suit
was also halted by the automatic bankruptcy stay.  The appeals
court said it would revisit the issue should it become pertinent.

At oral argument in January, it wasn't clear that Mr. Picard would
prevail.  At least two of the three judges on the appeals court
panel seemed inclined to believe that customers could sue Madoff
family members after the trustee has made all the recoveries he
ever will realize from suits against insiders.

Even the lawyer for Mr. Picard, David Sheehan from Baker &
Hostetler LLP, told the judges he wouldn't object if customers
were to sue once he's collected all his judgments against the
Madoff family.

In the Feb. 20 opinion, the appeals court didn't mention the
question of whether Sen. Lautenberg and others could sue Madoff
family members once the trustee has made his recoveries.

The Lautenberg appeal in the Court of Appeals is Lautenberg
Foundation v. Picard (In re Bernard L. Madoff Investment
Securities LLC), 11-5421, U.S. Court of Appeals for the Second
Circuit (Manhattan).  The injunction appeal in district court was
Lautenberg Foundation v. Picard (In re Bernard L. Madoff),
11-02135, U.S. District Court, Southern District of New York
(Manhattan).

                      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: Laurus Owns 10% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Laurus Master Fund, Ltd. (In Liquidation)
and its affiliates disclosed that, as of Dec. 31, 2012, they
beneficially owns 14,834,782 shares of common stock of Biovest
International, Inc., representing 10.13% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/2eKr4v

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

The Company incurred a net loss of $11.75 million for the fiscal
year ended Sept. 30, 2012, compared with a net loss of $15.28
million during the prior year.

Biovest International's balance sheet at Sept. 30, 2012, showed
$4.73 million in total assets, $44.85 million in total liabilities
and a $40.11 million total stockholders' deficit.

Cherry, Bekaert, & Holland L.L.P., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.

"[T]he Company incurred cumulative net losses since inception of
approximately $173 million and cash used in operating activities
of approximately $8.1 million during the two years ended September
30, 2012, and had a working capital deficiency of approximately
$40.6 million at September 30, 2012.  On November 17, 2012,
approximately $27.7 million of the Company's debt matured and
accordingly the Company is currently in default of these debt
instruments, as well as approximately $4.5 million of debt
instruments with cross-default provisions.  These factors, among
others . . . raise substantial doubt about the Company's ability
to continue as a going concern," the regulatory filing says.

                         Bankruptcy Warning

"If, as or when required, the Company is unable to repay,
refinance or restructure its indebtedness under the Company's
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 the Company's
assets.  Under such circumstances, the Company could be forced
into bankruptcy or liquidation.  In addition, any event of default
or declaration of acceleration under one of the Company's debt
instruments could also result in an event of default under one or
more of the Company's other debt instruments.  The Company may
have to seek protection under the U.S. Bankruptcy Code from the
Matured Obligations.  This would have a material adverse impact on
the Company's liquidity, financial position and results of
operations," the Company said in its annual report for the fiscal
year ended Sept. 30, 2012.


BLUE BUFFALO: Moody's Keeps CFR at B1 After Debt Repricing
----------------------------------------------------------
Moody's Investors Service announced that Blue Buffalo's B1
Corporate Family Rating is unchanged following the company's
repricing of its credit facilities. Since credit metrics, along
with terms, size and maturity dates of the credit facilities
remain fundamentally unchanged, the rating of its $40 million
senior secured revolver and $400 million senior secured term loan
are maintained at B1. The outlook remains stable.

The following ratings are unchanged for Blue Buffalo Company,
Ltd.:

- Corporate Family Rating at B1;

- Probability of Default Rating at B1-PD;

- $40 million senior secured revolving credit facility expiring
   July 2017, at B1 (LGD 4, 51%);

- $400 million senior secured first lien term loan due July
   2019, at B1 (LGD 4, 51%);

The outlook is stable.

Ratings Rationale:

Blue Buffalo's B1 Corporate Family Rating reflects its relatively
small scale and highly leveraged capital structure, limited
geographic and segmental diversification, and the fact that it
competes against much larger and better resourced players. These
factors are partially offset by the company's increasingly strong
position in the niche US natural pet food space, driven by Blue
Buffalo's strong top-line organic sales growth and strengthening
profitability profile. The rating reflects Moody's assumption that
the company will de-leverage relatively quickly over the next year
via solid EBITDA growth. Also, the company's liquidity is
currently very good, and Moody's assumes that the company will
maintain adequate liquidity going forward.

The stable outlook reflects Moody's expectation that the company
will be able to generate sufficient free cash flow and de-leverage
rapidly, such that debt-to-EBITDA is below 5 times within the next
6 to 8 months.

Blue Buffalo's ratings could be downgraded if the company fails to
reduce its leverage to less than 5 times over the next 12 months
or if it fails to achieve RCF-to-net debt above 10%. Other factors
that could lead to a downgrade include product recalls, any event
that materially diminishes brand equity, or if financial policies
become overly aggressive.

Blue Buffalo's ratings could be upgraded if the company is able to
increase its scale while improving its credit metrics such that
debt-to-EBITDA is sustained below 4 times and RCF-to-net debt is
sustained above 15%. Other considerations that could contribute to
an upgrade include an expanded geographic footprint, more diverse
customer exposure and demonstrated ability to successfully manage
its rapid growth.

The principal methodology used in this rating was the Global
Packaged Goods Industry Methodology published in December 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Blue Buffalo Company, Ltd., headquartered in Wilton, Connecticut,
develops pet food and pet care products largely sold through the
US pet specialty channel. The company's primary products include
natural dog and cat foods, and to a lesser extent, dog treats and
recently launched natural kitty litter. The company is majority-
owned by equity partner Invus. Sales for the twelve months ended
September 30, 2012 were approximately $490 million.


BRISTOW GROUP: S&P Alters Rating Outlook to Stable; Affirms BB CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Bristow Group Inc. to stable from negative.  S&P affirmed
all of its existing ratings on the company, including the 'BB'
corporate credit rating.

"The outlook revision to stable reflects our expectation that
Bristow should see healthy demand for its services.  In
particular, we think that robust deepwater oil exploration and
development drilling spending will continue to result in demand
for its higher margin, medium and large aircraft, thus benefiting
profitability and credit protection measures, said credit analyst
Marc Bromberg.  "We forecast that Bristow will generate EBITDA at
a level such that debt-to-EBITDA will be in the low- to mid-3x
range at least for the next year, which we consider to be
appropriate for the 'BB' rating.  Moreover, we do not expect that
the grounding of Eurocopter 225 helicopters (EC225) or the
possible impact on standby rates, to meaningfully change our
current operating assumptions."

The stable outlook reflects S&P's expectation that it is unlikely
to either raise or lower the corporate credit rating over the next
12 months.  S&P expects that strong demand for its higher margin,
large and medium aircraft will result in rates that benefit
profitability and thus credit protection measures.  S&P foresees
leverage in the low- to mid-3x range, which S&P considers to be
appropriate for the 'BB' corporate credit rating.

S&P could lower the rating if Bristow's LACE rates weaken below
S&P's current expectations, such that leverage is likely to breach
3.75x.  Given robust conditions in the deepwater drilling
industry, S&P considers such a decline unlikely over the next
year.  S&P considers an upgrade unlikely given Bristow's niche
market position and its size and scale relative to its oilfield
services peers.


CASPIAN SERVICES: Incurs $3-Mil. Net Loss in Fiscal 1st Quarter
---------------------------------------------------------------
Caspian Services, Inc., reported a net loss of $3.0 million on
$5.0 million of revenues for the three months ended Dec. 31, 2012,
compared with a net loss of $4.5 million on $8.2 million of
revenues for the three months of the prior fiscal period.

At Dec. 31, 2012, the Company's balance sheet showed $86.1 million
in total assets, $86.9 million in total liabilities, and a
stockholders' deficit of $768,000.

                    Going Concern Uncertainty

Under the terms of the EBRD Loan Agreement, as amended, Balykshi
LLP, the Company's majority owned subsidiary, is required to repay
the loan principal and accrued interest in eight equal semi-annual
installments commencing Nov. 20, 2011, and then occurring each
May 20 and November 20 thereafter until fully repaid.  The first
three semi-annual repayment installments, due Nov. 20, 2011,
May 20, 2012, and Nov. 20, 2012. were not made.

Additionally, an event of default may trigger the acceleration
clause in the Put Option Agreement with EBRD which would allow
EBRD to put its $10,000,000 investment in Balykshi back to the
Company.  If EBRD were to accelerate its put right, the Company
could be obligated to repay the initial investment plus a 20%
annual rate of return.  The balance of accelerated put option
liability was $18,326,000 and $17,822,000 as of Dec. 31, 2012, and
Sept. 30, 2012.

EBRD also previously notified the Company that it believes the
Company and Balykshi are in violation of certain other covenants
of the EBRD financing agreements.  As of the date of this report
on Form 10-Q, to the Company's knowledge, EBRD has not sought to
accelerate repayment of the loan or the put option.

Should EBRD determine to exercise its acceleration rights or
should the Loan Restructuring Agreement with an otherwise
unrelated individual (the "Investor") not close, the Company
currently has insufficient funds to repay its obligations to
Investor or EBRD individually or collectively and would be forced
to seek other sources of funds to satisfy these obligations.
Given the Company's current and near-term anticipated operating
results, the difficult credit and equity markets and the Company's
current financial condition, the Company believes it would be very
difficult to obtain new funding to satisfy these obligations.  If
the Company is unable to obtain funding to meet these obligations,
Investor and or EBRD could seek any legal remedies available to
them to obtain repayment, including forcing the Company into
bankruptcy, or in the case of the EBRD loan, which is
collateralized by the assets, including the marine base, and bank
accounts of Balykshi and Caspian Real Estate, Ltd, foreclosure by
EBRD on such assets and bank accounts.

The ability of the Company to continue as a going concern is
dependent upon, among other things, its ability to successfully
negotiate and conclude restructured financing agreements with EBRD
and the Investor and its ability to generate sufficient revenue
from operations, or to identify a financing source that will
provide the Company the ability to satisfy its repayment and
guarantee obligations under the restructured financing agreements.
Uncertainty as to the outcome of these factors raises substantial
doubt about the Company's ability to continue as a going concern.

A copy of the Form 10-Q is available at http://is.gd/Sa3gcu

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.



CEDAR FAIR: New $885-Bil. Debt Issue Gets Moody's 'Ba1' Rating
--------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to Cedar Fair,
L.P.'s proposed $885 billion senior secured revolvers and term
loan. Cedar Fair plans to utilize the proceeds from the term loan
as well as new unsecured debt to refinance its existing $1.13
billion term loan. Moody's also affirmed Cedar Fair's Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating
(PDR), SGL-2 speculative-grade liquidity rating and stable rating
outlook.

Assignments:

Issuer: Cedar Fair, L.P.

Senior Secured Bank Credit Facility (Revolver due 2018),
Assigned Ba1, LGD2 - 19%

Senior Secured Bank Credit Facility (Term loan due 2020),
Assigned Ba1, LGD2 - 19%

Issuer: Canada's Wonderland Company

Senior Secured Bank Credit Facility (Revolver due 2018),
Assigned Ba1, LGD2 - 19%

Affirmations:

Issuer: Cedar Fair, L.P.

Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

The proposed refinancing is credit positive as it will extend the
overall maturity profile at a modest increase in cash interest
expense (less than $5 million) that is manageable within the
company's projected cash flow. Cedar Fair plans to fund
transaction fees from its existing cash balance and, therefore,
total debt should not change meaningfully.

The proposed senior secured credit facility consists of $255
million of revolvers due 2018 ($240 million U.S. tranche and $15
million Canadian tranche) and a $630 million term loan B due 2020.
Moody's assumes in the Ba1 senior secured credit facility rating
assignment that Cedar Fair refinances its existing term loan with
the proposed term loan and the balance with unsecured debt. This
same shift in the capital mix toward more unsecured debt would
likely result in an upgrade of the $405 million senior unsecured
notes due 2018 to B1 from B2. If Cedar Fair does not proceed with
its plan to raise unsecured debt and the existing term loan is
fully refinanced with new secured debt, Moody's would likely
adjust the rating on the proposed credit facility to Ba2 from Ba1.
The Ba2 ratings on the existing credit facility (revolvers due
2015 and term loan due 2017) would be withdrawn if the facility is
terminated in conjunction with the proposed refinancing. The term
loan is a joint and several obligation of Cedar Fair, Canada's
Wonderland Company (Wonderland), which holds the Toronto park, and
Magnum Management (Magnum; a non-operating holding company). The
term loan, US revolver and Canadian revolver are cross guaranteed
and cross collateralized by the US subsidiaries and Wonderland.
The Canadian revolver can be drawn by Cedar Fair and Wonderland.

Ratings Rationale:

Cedar Fair's Ba3 Corporate Family Rating (CFR) reflects the good
operating cash flow and strong EBITDA margins generated from its
portfolio of regional amusement parks, high leverage and
distribution payout, and exposure to discretionary consumer
spending. Operations and substantial attendance (23.3 million in
2012) are supported by experienced park management teams, good
entertainment value to consumers from the rides and attractions,
and high entry barriers. Sizable re-investment is necessary to
maintain a competitive service offering as attendance is exposed
to competition from a wide variety of other leisure and
entertainment activities as well as cyclical discretionary
consumer spending. Debt-to-EBITDA leverage (4.1x FY 2012
incorporating Moody's standard adjustments) is high, but has
declined from 5.2x in 2009. Moody's projects debt-to-EBITDA
leverage in a low 4x range or lower in 2013 and 2014 and this
would more comfortably position the company within the rating
category. Distributions to unit holders under the MLP structure
(Cedar Fair previously announced it is increasing its annual per
unit distribution to $2.50 in 2013 from $1.60) consume a majority
of cash flow and are aggressive, but Moody's believes management's
target of sustaining debt-to-EBITDA leverage at less than 4x
(excluding Moody's standard adjustments) is designed to provide
flexibility to support the distribution in a range of economic
environments.

Cedar Fair's earnings have more than recovered from the recession
in recent years, and Moody's projects low single digit revenue and
EBITDA growth in 2013 and 2014. Discretionary consumer spending is
sensitive to economic conditions, and there is some downside if
U.S. tax and spending policy changes or declines in corporate
earnings hurt employment or consumer confidence.

Cedar Fair's SGL-2 speculative-grade liquidity rating reflects
good liquidity over the next 12 months supported by modest
projected free cash flow (after distributions) that is sufficient
to meet the required annual term loan amortization (expected to be
$6.3 million pro forma for the proposed refinancing), and good
covenant headroom. Moody's projects Cedar Fair will generate
roughly $30-$40 million of free cash flow in 2013 (after interest,
approximately $120 million of capital expenditures, and the
roughly $140 million distribution). This factors in Cedar Fair's
plan to invest $15-$20 million per year for the next three years
in various enhancements to its hotels and amusement parks in
addition to its normal capital spending level (targeted in a 9% of
net revenue range). The maximum debt-to-EBITDA and minimum fixed
charge ratio covenants will be relaxed slightly from current
levels and Moody's projects EBITDA headroom will exceed 30%.
Moody's projects Cedar Fair will maintain roughly $100 million of
unused capacity under its proposed $255 million revolvers around
the peak in seasonal cash needs in April-May.

The stable rating outlook incorporates Moody's Macroeconomic Board
projection for 1.5% to 2.5% U.S. real GDP growth in 2013 and
reflects Moody's view that Cedar Fair will maintain a good
liquidity position and continue to generate meaningful cash flow.
Moody's expects modest annual increases in the distribution based
on earnings growth. Debt reduction is expected to be modest, and
debt-to-EBITDA is projected in a low 4x range or lower in 2013 and
2014.

The MLP structure and likelihood that management will direct cash
to unit holders over time constrains the ratings. Material
voluntary debt reduction such that debt-to-EBITDA is sustained
below 3.5x, EBITDA less capex-to-interest is sustained above 3.0x,
and CFO less capex-to-debt is sustained above 10% could result in
an upgrade. Performance ahead of plan by itself will not likely
warrant positive rating movement given expectations that a
majority of excess cash flow after capital expenditures and
required debt service would benefit unit holders through increased
distributions, rather than creditors.

Weak operating performance, acquisitions, or unit holder
distributions or repurchases leading to CFO less capex-to-debt to
a level below 7%, EBITDA less capex to interest below 2.0x, or
debt-to-EBITDA above 4.5x could result in a downgrade. A
deterioration in liquidity due to increasing revolver usage (above
seasonal drawdowns), failure to maintain sufficient EBITDA cushion
under financial covenants, or anticipated difficulty addressing
maturities could also result in a downgrade.

Cedar Fair'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 Cedar Fair's core industry
and believes Cedar Fair'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.

Cedar Fair, headquartered in Sandusky, Ohio, is a publicly traded
Delaware master limited partnership (MLP) formed in 1987 that owns
and operates 11 amusement parks, five water parks (four outdoor
and one indoor) and hotels in North America. Properties are
located in the U.S. and Canada and include Cedar Point (OH), Kings
Island (OH), Knott's Berry Farm (CA), and Canada's Wonderland
(Toronto). In June 2006, Cedar Fair, L.P. completed the
acquisition of Paramount Parks, Inc. (Paramount Parks) from a
subsidiary of CBS Corporation for a purchase price of $1.24
billion. Cedar Fair's revenue for its fiscal year ended December
2012 was approximately $1.07 billion.


CEREPLAST INC: AQR Capital Discloses 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 594,728 shares of common
stock of Cereplast, Inc., representing 2.9% of the shares
outstanding.  A copy of the amended filing is available at:

                        http://is.gd/uCznLy

                          About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

The Company's balance sheet at Sept. 30, 2012, showed
$25.4 million in total assets, $22.1 million in total liabilities,
and stockholders' equity of $3.3 million.

                         Bankruptcy Warning

"We have incurred a net loss of $16.3 million for the nine months
ended September 30, 2012, and $14.0 million for the year ended
December 31, 2011, and have an accumulated deficit of $73.2
million as of September 30, 2012.  Based on our operating plan,
our existing working capital will not be sufficient to meet the
cash requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through December 31,
2012 without additional sources of cash.

In order to provide and preserve the necessary working capital to
operate, we have successfully completed the following transactions
in 2012:

   * Entered into an Exchange Agreement with Magna Group LLC
     pursuant to which we agreed to issue to Magna convertible
     notes, in the aggregate principal amount of up to $4.6
     million, in exchange for repayment of our Term Loan with
     Compass Horizon Funding Company, LLC.

   * Obtained a Forbearance Agreement on our semi-annual coupon
     payment due on June 1, 2012 with certain holders of our
     Senior Subordinated Notes to defer payment until December 1,
     2012.

   * Reduced future interest payments through executing an
     Exchange Agreement for $2.5 million with certain holders of
     our Senior Subordinated Notes for conversion of their Notes
     and accrued interest into shares at an exchange rate of one
     share of our common stock for each $1.00 amount of the Note
     and accrued interest.

   * Issued 6,375,000 shares of our common stock to an
     institutional investor in settlement of approximately $1.3
     million of our outstanding accounts payable balances.

   * Completed a Registered Direct offering to issue 1,000,000
     shares of common stock at $0.50 per share for gross proceeds
     of $0.5 million.

   * Obtained unsecured short-term convertible debt financing of
     $0.6 million with additional availability of approximately
     $0.6 million at the lender's sole discretion.

   * Returned unused raw materials to our suppliers in exchange
     for refunds net of restocking charges of approximately $0.3
     million.

Our plan to address the shortfall of working capital is to
generate additional financing through a combination of sale of our
equity securities, additional funding from our new short-term
convertible debt financings, incremental product sales into new
markets with advance payment terms and collection of outstanding
past due receivables. We are confident that we will be able to
deliver on our plans, however, there are no assurances that we
will be able to obtain any sources of financing on acceptable
terms, or at all.

If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in its quarterly report for the
period ended Sept. 30, 2012.


CLEAR CHANNEL: Offering $575-Mil. 11.25% Priority Guarantee Notes
-----------------------------------------------------------------
Clear Channel Communications, Inc., has priced its previously
announced offering of $575,000,000 aggregate principal amount of
its 11.25% Priority Guarantee Notes due 2021.  The Notes will be
issued under a new indenture and will not be part of the same
class as CCU's existing priority guarantee notes due 2021.

The Notes will be fully and unconditionally guaranteed on a senior
basis by CCU's parent, Clear Channel Capital I, LLC, and all of
CCU's existing and future wholly-owned domestic restricted
subsidiaries.  The Notes and the related guarantees will be
secured by (1) a lien on (a) the capital stock of CCU and (b)
certain property and related assets that do not constitute
"principal property", in each case equal in priority to the liens
securing the obligations under CCU's senior secured credit
facilities, priority guarantee notes due 2019 and existing
priority guarantee notes due 2021 and (2) a lien on the accounts
receivable and related assets securing CCU's receivables based
credit facility junior in priority to the lien securing CCU's
obligations thereunder.

CCU intends to use the proceeds of this offering together with the
proceeds of borrowings under CCU's receivables based credit
facility and cash on hand, to prepay all $847 million of loans
outstanding under its term loan A facility and to pay fees and
expenses in connection with the offering.

The Notes and related guarantees will be offered only to
"qualified institutional buyers" in reliance on the exemption from
registration pursuant to Rule 144A under the Securities Act and to
persons outside of the United States in compliance with Regulation
S under the Securities Act.  The Notes and the related guarantees
have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.

                       About Clear Channel

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

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

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


CLEAR CHANNEL: Moody's Rates New $500MM Guarantee Notes 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Clear Channel
Communications, Inc.'s proposed $500 million Priority Guarantee
Notes maturing in 2021. Clear Channel's Corporate Family Rating is
unchanged at Caa2. The outlook remains Stable.

The proceeds of the proposed PGN, a draw on the recently extended
ABL facility, and available cash are expected to be used to pay
down $847 million of the remaining term loan A facility that
matures in July 2014. The amendment the company received from
lenders in October 2012, allows Clear Channel to repay the term
loan A facility early on a non-pro rata basis. The transaction
will address the company's 2014 bank maturity and allow Clear
Channel to focus on the $8.2 billion of term loans due in January
2016 and the $1.9 billion of senior unsecured notes due in August
2016. While the transaction extends Clear Channel's debt maturity
profile it is expected to increase interest expenses by about $30
million, although final pricing has not yet been determined.

Moody's rates the 2019 PGNs, 2021 PGNs, and the Credit Facility
the same to reflect the senior secured position in the capital
structure. There are differences in the security package including
a Collateral Sharing Agreement that the 2019 PGN's benefit from
that the 2021 PGN's do not. The difference in the security package
leads to different point estimates in Moody's LGD methodology
between the two PGN classes. Both classes of PGN's will not have
financial covenants, while the credit facilities will continue to
have them in addition to other differences that cause the point
estimates for the credit facilities to be slightly better than
both classes of PGN's.

Details of the rating actions are as follows:

Clear Channel Communications, Inc.

$500 million Priority Guarantee Notes due 2021, Assigned a Caa1
LGD-2, 24% rating

Moody's also adjusted the Loss Given Default (LGD) point
estimates:

Clear Channel Communications, Inc.

Corporate Family Rating, unchanged at Caa2

Probability of Default Rating, unchanged at Caa3-PD

Senior Secured Credit Facility, unchanged at Caa1, LGD changed
to LGD-2, 20% from LGD-2, 21%

$2 billion Priority Guarantee Notes due 2019, unchanged at Caa1
LGD-2, 22%

Existing Priority Guarantee Notes due 2021, unchanged at Caa1,
LGD changed to LGD-2, 24% from LGD-2, 26%

Senior Unsecured Notes due 2016, unchanged at Ca, LGD changed to
LGD-4, 62% from LGD-4, 63%

Senior Unsecured Notes (Legacy Notes), unchanged at Ca, LGD
changed to LGD-5, 76% from LGD-5, 75%

Outlook remains Stable

Ratings Rationale:

Clear Channel's Caa2 Corporate Family Rating reflect the very high
leverage levels of 11.5x on a consolidated basis (excluding
Moody's standard lease adjustments) and $10.1 billion of debt due
in 2016. The ratings also include weak free cash flow and interest
coverage of 1.4x which will be further pressured by higher
interest rates from future refinancings or extensions of its debt
maturities. While the company has made progress extending its debt
maturity profile, more progress will be needed and the anticipated
increase in interest rates could be material. Even if Clear
Channel is able to refinance its 2016 maturities, the company will
remain vulnerable to a slowdown in the economy given the
heightened sensitivity that its radio and outdoor businesses have
to economic conditions. The combination of higher interest rates
from a refinancing and lower EBITDA in the event of a future
economic downturn could materially impair its interest coverage
and liquidity position. In addition, there are secular pressures
on its terrestrial radio business that could weigh on results as
competition for advertising dollars and listeners are expected to
increase going forward. Also incorporated in the rating, is the
expectation that leverage levels will remain high over the rating
horizon compared to the underlying asset value of the firm.

Despite the company's highly leveraged balance sheet, Clear
Channel possesses significant share, geographic diversity and
leading market positions in most of the 150 markets in which the
company operates. The credit also benefits from its 89% ownership
stake in Clear Channel Outdoor which is one of the largest outdoor
media companies in the world, although it is not a guarantor to
Clear Channel's debt. Its outdoor assets generate attractive
EBITDA margins, good free cash flow, and are expected to benefit
from digital billboards that offer higher revenue and EBITDA
margins than static billboards. The company's strong positions in
radio and outdoor and recent sales initiatives have allowed it to
grow its national ad sales faster than many competitors in the
industry. Clear Channel has also benefited from increased
political spend in 2012 of $114 million and from improved
operational performance which has led to slightly higher EBITDA
levels, but debt has also increased modestly which caused leverage
levels to increase to 11.5x at the end of 2012 from 11.4x in 2011
(excluding Moody's standard lease adjustments). Moody's
anticipates modest improvements in leverage in 2013, but leverage
levels are expected to remain higher than the underlying asset
value of the firm over the next several years and the company will
remain poorly positioned to withstand another economic downturn in
the future.

The SGL-3 liquidity rating reflects the company's adequate
liquidity profile. Clear Channel benefits from its cash balance of
approximately $900 million (following the maturity of $312 million
of legacy notes on January 15, 2013) and the absence of any
material near-term debt maturities. Clear Channel benefits from
its Corporate Services Agreement with CCO that allows for free
cash flow generated at CCO to be upstreamed to Clear Channel.
There is a revolving promissory note due from Clear Channel to CCO
of $729 million as of yearend 2012. Moody's does not expect the
shareholder litigation at CCO regarding the revolving promissory
note to impact the credit, but it has the potential to weaken its
liquidity profile. Clear Channel remains dependent on CCO for free
cash flow.

Clear Channel's $535 million ABL revolver matures in December
2017, but the maturity date will change to October 31, 2015 if
greater than $500 million of the term loan facilities are
outstanding one day prior to that date and May 3, 2016 if greater
than $500 million of its 2016 senior notes are outstanding one day
prior. The company has a substantial cushion under its secured
leverage covenant of 9.5x as of 12/31/12 (which excludes the
senior notes at Clear Channel Worldwide Holdings, Inc. ("CCW")).
The covenant level steps down to 9.25x at the end of June 2013, 9x
at the end of December 2013, and 8.75x at the end of December
2014. The current secured leverage metric, which is calculated net
of cash, is 5.9x (as of 12/31/12 and defined by the terms of the
credit agreement), down from 6.9x at the end of 2011 due largely
to the dividend payment from CCO which was used to paydown senior
secured debt. This represents a cushion in excess of 35% compared
to the senior secured leverage covenant in the company's credit
facility even after the covenant steps down to 9.25x at the end of
2Q 2013.

The stable outlook reflects Moody's expectation for flat to low
single digit revenue and EBITDA growth which will lead to modest
deleveraging in 2013. The paydown of the term loan A leaves only
$461 million of debt due in 2014 and $250 million due in 2015 and
allows the company flexibility to focus on extending or
refinancing the remaining $10.1 billion of debt maturating in
2016. The repayment of the term loan A will also allow the company
to buy back its term loans through a Dutch auction and repurchase
up to $200 million of junior debt which matures before January
2016. Given the minimal debt maturities in the near term, Moody's
expects the company to be able to meet its debt obligations
through 2015 barring a material decline in the economy or a
dramatic secular change in the radio industry.

A sustained improvement in revenue, EBITDA, and free cash flow
that led to a reduction in leverage levels to well under 10x with
improved enterprise values could lead to an upgrade. A significant
portion of the 2016 debt would also need to be refinanced so that
the company was well positioned to address its debt maturity
profile.

The rating could be lowered if EBITDA were to materially decline
due to economic weakness or if secular pressures in the radio
industry escalate so that leverage increased back above 13x and
valuations for the radio assets declined. Ratings would also be
lowered if a default or debt restructuring is imminent due to
inability to extend or refinance material amounts of the company's
debt.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industry Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Clear Channel Communications, Inc. with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in mobile and on-demand entertainment and information
services for local communities and for advertisers. The company's
businesses include radio broadcasting and outdoor displays (via
the company's 89% ownership of Clear Channel Outdoor Holdings
Inc.). Clear Channel's consolidated revenue for FY 2012 was
approximately $6.2 billion.


CLEAR CHANNEL: S&P Affirms 'CCC+' CCR; Rates $500MM Notes 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Texas-based Clear Channel Communications Inc. and
CC Media Holdings.  The outlook is negative.  Clear Channel
Communications (CCU) is an operating subsidiary of CC Media
Holdings Inc. and S&P analyzes the companies on a consolidated
basis.

At the same time, S&P assigned the proposed $500 million priority
guaranteed notes due 2021 a 'CCC+' issue-level rating, with a
recovery rating of '4', indicating its expectation for average
(30% to 50%) recovery in the event of a payment default.

S&P expects the company to use proceeds from the transaction,
along with borrowings under the asset-based revolving credit
facility and available cash to prepay term loan A borrowings due
2014.  Although the interest expense on the proposed notes is
higher than the interest rate on the company's term loan A, S&P
believes the transaction should not have any material impact on
its credit ratios.

The proposed transaction addresses 2014 maturities and puts CC
Media in a position to repay 2015 maturities with cash.  However,
the company still has formidable debt maturities of $10 billion
due in 2016.  Although the interest expense on the proposed notes
is higher than the interest rate on the company's term loan A, S&P
believes the transaction should not have a material impact on its
credit ratios.  This is partly a result of the company using cash
to repay $312 million of 5.75% unsecured notes due January 2013.
S&P still views a significant increase in the average cost of debt
or deterioration in operating performance -- whether for cyclical,
structural, or competitive reasons -- as major risks as CC Media
deals with its 2016 maturities, and S&P believes that additional
equity may be needed for the company to succeed with the
refinancing.

Standard & Poor's Ratings Services' rating on CC Media Holdings
Inc. reflects the risks surrounding the long-term viability of its
capital structure--in particular, refinancing risk relating to
significant 2016 debt maturities of about $10 billion.  S&P views
CC Media's financial risk profile as "highly leveraged" (based on
S&P's criteria), given its significant refinancing risk, narrow
EBITDA coverage of interest expense, and minimal discretionary
cash flow compared with its debt burden.  CC Media has a "fair"
business risk profile, since it is the largest U.S. radio station
operator and because of its 89% ownership of Clear Channel Outdoor
Holdings Inc. (CCO), one of the largest global outdoor advertising
company.  S&P assess the company's management and governance as
"fair."

CC Media is the largest U.S. radio broadcaster, with over 55% of
its stations located in the top 100 markets.  It has the No. 1 or
No. 2 audience position in eight of the top 10 markets, which
positions stations for better ad pricing, and its size and scale
confer significant cost efficiencies.  S&P views radio
broadcasting as a mature industry with exposure to competition
from alternative media, risks to ad rate integrity, and obstacles
to significant growth in digital revenue contribution.  Although
listenership has remained relatively stable over the past few
years, S&P believes advertisers do not value radio audiences as
highly as in the past, making it difficult for Clear Channel to
increase ad rates and to maintain their share of advertising
spending, so radio operators need to meaningfully enhance their
online and mobile efforts to avoid revenue erosion.  Ad rates in
the radio industry dropped sharply during the 2008-2009 recession,
and while CC Media and competitors have experienced some ad rate
growth over the past few years, S&P suspects ad rates remain well
below prerecession levels.


CLUB AT SHENAND: Sulmeyer Kupetz Okayed as General Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized The Club At Shenandoah Springs Village Inc. to employ
Sulmeyer Kupetz, a Professional Corporation as general bankruptcy
counsel.

SK is expected to provide legal services that will be required to
prosecute its Chapter 11 case.  The attorneys of the firm
currently expected to principally responsible for this engagement
and their respective hourly rates effective as of Jan. 1, 2012,
are:

     Daniel A. Lev., Esq.           $575
     Jeffrey M. Pomerance, Esq.     $500
     Steven M. Werth, Esq.          $460

To the best of the Debtor's knowledge, the firm and its partners,
of counsel, and associates are "disinterested persons" as that
term is defined and used in Sections 101(14) and 327 of the
Bankruptcy Code.

                   About The Club At Shenandoah

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor disclosed $31,280,992 in assets and
$12,840,954 in liabilities as of the Chapter 11 filing.  Judge
Mark D. Houle presides over thee case.  Daniel A. Lev, Esq., at
Sulmeyerkupetz, represents the Debtor.


COLDEDGE TECHNOLOGIES: Case Summary & Creditors List
----------------------------------------------------
Debtor: Coldedge Technologies, Inc.
        950 Harrison Street, Suite 125
        Allentown, PA 18103

Bankruptcy Case No.: 13-11479

Chapter 11 Petition Date: February 20, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Debtor's Counsel: Douglas J. Smillie, Esq.
                  FITZPATRICK LENTZ AND BUBBA, P.C.
                  P.O. Box 219
                  Center Valley, PA 18034-0219
                  Tel: (610) 797-9000
                  E-mail: dsmillie@flblaw.com

Scheduled Assets: $263,405

Scheduled Liabilities: $1,701,495

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/paeb13-11479.pdf

The petition was signed by Terence Rufer, president.


COMMERCE CORP: Involuntary Ch. 7 Petition Filed by Creditors
------------------------------------------------------------
Eileen Ambrose, writing for The Baltimore Sun, reported that
several creditors of Commerce Corp. filed an involuntary
bankruptcy petition against the Maryland-based distributor of lawn
and garden supplies.

In the petition filed last week, five creditors claim they are
owed a combined $1.73 million from the Curtis Bay distributor and
want it placed in a Chapter 7 bankruptcy liquidation, according to
the report.  The creditors are DeWitt Co. Inc. in Missouri;
Franklin Electric Co. Inc. of Indiana; Dramm Corp. of Wisconsin;
and Premier Horticulture Inc. and J.R. Peters Inc., both of
Pennsylvania.

Commerce, founded by Lessans' family in the 1920s, has been under
financial stress, and early last month notified the state it was
laying off up to 70 employees, The Baltimore Sun related.  In
December, Lessans told the Baltimore Sun that it was seeking to
either find a new buyer or develop a new format.

Last month, BFG Supply Co. in Ohio announced it acquired
Commerce's facility in Grand Rapids, Mich., and hired more than 50
former Commerce employees and Commerce's website now carries the
BFG logo and welcomes former Commerce customers.


COMMUNITY FINANCIAL: Philip Timyan Stake at 21% as of Dec. 31
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Philip J. Timyan disclosed that, as of Dec. 21, 2012,
he beneficially owns 1,500,000 shares of common stock of Community
Financial Shares, Inc., representing 21.24% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/ZzXsxf

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


COMMUNITY FINANCIAL: Amberley Stake at 14.5% as of Dec. 31
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Amberley Holdings LLC disclosed that, as of Dec. 21,
2012, it beneficially owns 946,536 shares of common stock of
Community Financial Shares, Inc., representing 14.56% of the
shares outstanding.  A copy of the filing is available at:

                       http://is.gd/MmtRYz

                    About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


COMPREHENSIVE CARE: A. Finestone Holds 4% Equity Stake at Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Arnold B. Finestone disclosed that, as of
Dec. 31, 2012, he beneficially owns 2,611,671 shares of common
stock of Comprehensive Care Corporation representing 4.2% of the
shares outstanding.  Mr. Finestone previously reported beneficial
ownership of 3,660,000 shares of common stock or 5.86% equity
stake as of Nov. 24, 2011.  A copy of the amended filing is
available for free at http://is.gd/67VNW9

                      About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

Following the 2011 results, Mayer Hoffman McCann P.C., in
Clearwater, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has not generated sufficient cash flows from
operations to fund its working capital requirements.

Comprehensive Care reported a net loss of $14.08 million in 2011,
compared with a net loss of $10.47 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $15.97
million in total assets, $29.35 million in total liabilities and a
$13.37 million deficit.


COMPUTER GRAPHICS: Incurs $637,000 in Fiscal First Quarter
----------------------------------------------------------
Computer Graphics International Inc. reported a net loss of
$636,680 on $1.1 million of sales for the three months ended
Dec. 31, 2012, compared with a net loss of $327,439 on
$2.0 million of sales for the three months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.7 million
in total assets, $1.5 million in total liabilities, and
stockholders' equity of $162,996 million.

The Company incurred a net loss of $636,680 for three months ended
Dec. 31, 2012, and had accumulated losses of $1.5 million at
Dec. 31, 2012.

A copy of the Form 10-Q is available at http://is.gd/02sDSG

                      About Computer Graphics

Shenzhen, China-based Computer Graphics International, Inc., is a
3D digital visual service provider founded in 2006.  The Company
specializes in providing one-stop-shop service and systems based
on 3D image technology to domestic governments, real estate
developers, game developers, the automotive industry and other
commercial customers.  The Company operates through its wholly-
owned subsidiaries Shenzhen Digital Image Technologies Co.,
Limited and Guangzhou Digital Image Technologies Co., Ltd.

                           *     *     *

As reported in the TCR on Jan. 18, 2013, Clement C. W. Chan & Co.,
in Wanchai, Hong Kong, expressed substantial doubt about Computer
Graphics' ability to continue as a going concern.  The independent
auditors noted that the Company incurred a net loss of $1,136,813
for the year ended Sept. 30, 2012, and has accumulated losses of
$841,688 at Sept. 30, 2012.


CONDOR DEVELOPMENT: Lane Powell Receives $25K Evergreen Retainer
----------------------------------------------------------------
Condor Development LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Lane Powell PC as counsel, effective as
of Nov. 21, 2012.

The Debtor will pay the firm a postpetition "evergreen" retainer
in the amount of $25,000, to be applied toward, and payment of,
any fees and expenses incurred in connection with Lane Powell's
representation.

The current hourly rates for those persons presently designated to
work on the case are:

   Professional        Status           2012 Rate
   ------------        ------           ---------
Mary Jo Henson        Shareholder         $515
Magdalena Bragun      Associate           $295
Pamela Buckley        Paralegal           $185

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

                     About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at SeaTac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012.  The Debtor
disclosed $15,501,088 in assets and $10,409,935 in liabilities as
of the Chapter 11 filing.

Vortman & Feinstein and Larry B. Feinstein initially represented
the Debtors as counsel.  They later withdrew from the case and
were replaced by Lane Powell PC.


CONVERTED ORGANICS: BofA Ceases to be 5% Shareholder as of 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 common shares of Converted Organics Inc.  Bank of
America previously reported beneficial ownership of 10,000,994
shares of common stock or 9.66% equity stake as of Dec. 30, 2011.
A copy of the amended filing is available at http://is.gd/M0aRz4

                      About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

Converted Organics reported a net loss of $17.98 million in 2011,
compared with a net loss of $47.81 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$4.48 million in total assets, $4.15 million in total liabilities
and $329,663 in total stockholders' equity.

After auditing the 2011 results, Moody, Famiglietti & Andronico,
LLP, noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.


CRAWFORDSVILLE LLC: Hires Davis Brown as Litigation Counsel
-----------------------------------------------------------
Crawfordsville, LLC, et al. ask the U.S. Bankruptcy Court for
permission to employ Stanley J. Thompson, Esq., Mark D. Walz,
Esq., Sarah K. Franklin, Esq., and Davis, Brown, Koehn, Shors &
Roberts, P.C., as special litigation counsel.

The firm will, among other things:

a. advise, counsel and represent the Debtor in any and all
   litigation, whether in pursuit of assets of the estate or in
   defense of any actions that may be filed by or against the
   Debtor in either the bankruptcy court, U.S. District Court,
   or any state court actions;

b. advise, counsel and represent the Debtor in any adversary
   proceedings within the bankruptcy case, whether in pursuit of
   assets of the estate or in defense of any actions that may be
   filed by or against the Debtor in either the bankruptcy court,
   U.S. District Court, or any state court actions; and

c. perform other legal services with regard to litigation that
   are necessary for the efficient and economic administration of
   the Debtor's Chapter 11 case.

To the best of its knowledge and information, Davis Brown does not
have any interest "adverse" to the Debtor or its estate as that
term is used in Bankruptcy Code Section 327(e).  To the best of
its knowledge and information, Davis Brown is a "disinterested
person" as that term is defined in Bankruptcy Code Section
101(14).

The Debtor will pay Davis Brown its standard hourly rates in
effect from time to time, plus reimbursement of actual, necessary
expenses incurred by Davis Brown in the course of the
representation.

The firm's rates are:

       Professional                     Hourly Rate
       ------------                     ----------
       Stanley J. Thompson, Es.             $320
       Mark D. Walz, Esq.                   $300
       Sarah K. Franklin, Esq.              $195
       Associates                       $180 to $235
       Paralegals                        $90 to $115

                       About Crawfordsville

Crawfordsville, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Iowa Lead Case No. 12-03748) in Council
Bluffs, Iowa, on Dec. 7, 2012.

Crawfordsville filed schedules disclosing $5.17 million in assets
and $32.2 million in liabilities, including $19.6 million owed to
secured creditors.  The Debtor owns parcels of land in Montgomery
County, Indiana.

A debtor-affiliate, Brayton LLC, disclosed assets of $14.2 million
and liabilities of $27.8 million in its schedules.  The Debtor
owns the 20-acre of land and buildings known as Goldfinch Place in
Audobon County, Iowa, which is valued at $1.68 million.  The
schedules say the company has $10.5 million in claims for
disgorgement and damages resulting from fraudulent conveyances and
preferential payments to dissociated partners.

Crawfordsville, et al., are subsidiaries of hog raiser Natural
Pork Production II, LLP, which filed for Chapter 11 bankruptcy
(Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des
Moines.


CRAWFORDSVILLE LLC: Bose McKinney Tapped as Environmental Counsel
-----------------------------------------------------------------
Crawfordsville, LLC, et al., ask the U.S. Bankruptcy Court for
permission to employ Daniel P. McInerny, Esq., Gary L. Chapman,
Esq., Michael A. Lang, Esq., and Bose, McKinney & Evans, LLP, as
Special Indiana Real Estate and Environmental Counsel.

The Debtor intends to sell and otherwise liquidate certain of its
assets and real estate holdings in the State of Indiana, and
therefore requires the services of the Firm to advise, counsel and
represent the Debtor regarding matters of Indiana real estate and
environmental law in connection with the Debtor's plans to sell,
liquidate and otherwise dispose of certain of its real estate and
other assets located in the State of Indiana.

The firm has received a $5,000 retainer, and requests that the
Court authorize the Debtor to provide the firm with an additional
$5,000 to bring the total amount of the postpetition retainer to
$10,000 in order to guarantee payment of its postpetition services
and costs in connection with the Chapter 11 case.

At the conclusion of this case the firm will file an appropriate
final application seeking allowance of all fees and costs,
regardless of whether interim compensation has been paid.  Upon
allowance of such fees and costs, the Debtor will pay the firm the
difference between the amount finally allowed and any interim
compensation paid.

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

The counsel can be reached at:

         Daniel P. McInerny, Esq.
         BOSE MCKINNEY & EVANS, LLP
         111 Monument Circle, Suite 2700
         Indianapolis, IN 46204
         Tel: 317-684-5000
         Fax: 317-684-5173
         E-mail: dmcinerny@boselaw.com

                       About Crawfordsville

Crawfordsville, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Iowa Lead Case No. 12-03748) in Council
Bluffs, Iowa, on Dec. 7, 2012.

Crawfordsville filed schedules disclosing $5.17 million in assets
and $32.2 million in liabilities, including $19.6 million owed to
secured creditors.  The Debtor owns parcels of land in Montgomery
County, Indiana.

A debtor-affiliate, Brayton LLC, disclosed assets of $14.2 million
and liabilities of $27.8 million in its schedules.  The Debtor
owns the 20-acre of land and buildings known as Goldfinch Place in
Audobon County, Iowa, which is valued at $1.68 million.  The
schedules say the company has $10.5 million in claims for
disgorgement and damages resulting from fraudulent conveyances and
preferential payments to dissociated partners.

Crawfordsville, et al., are subsidiaries of hog raiser Natural
Pork Production II, LLP, which filed for Chapter 11 bankruptcy
(Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des
Moines.


CROWN MEDIA: Reports $107.3 Million Net Income in 2012
------------------------------------------------------
Crown Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income attributable to common stockholders of $107.35 million
on $349.87 million of net total revenue for 2012, as compared with
net income attributable to common stockholders of $249.01 million
on $323.36 million of net total revenue for 2011.  The Company
posted net income attributable to common stockholders of
$7.78 million on $287.27 million of net total revenue in 2010.

For the three months ended Dec. 31, 2012, the Company reported net
income attributable to common stockholders of $70.11 million on
$102.30 million of net total revenue, as compared with net income
attributable to common stockholders of $29.87 million on $99.56
million of net total revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $1.02 billion
in total assets, $693.30 million in total liabilities and $331.35
million in total stockholders' equity.

"We implemented a number of strategic initiatives and reached some
key milestones in 2012 that positioned our business for strong
results in fourth quarter and for the full year," said Bill
Abbott, President and CEO of Crown Media Family Networks.  "Fourth
quarter culminated in another highly successful run of Hallmark
Channel's 'Countdown to Christmas' campaign, which garnered record
ratings and positively impacted advertising sales revenue.  On the
Hallmark Movie Channel side, the network continues to show
impressive growth, recently reaching the key distribution
benchmark of 50 million subscriber homes.  At the outset of 2013,
we have a strong foundation from which to further develop our
business and monetize the gains we are seeing in ratings and
distribution."

                        Bankruptcy Warning

"Our debt agreements contain restrictions that limit our
flexibility in operating our business.

Our senior secured credit facilities and the indenture governing
the Notes contain a number of covenants that impose significant
operating and financial restrictions on us, including restrictions
on our ability to, among other things:

   * incur additional debt or issue certain preferred shares;

   * pay dividends on or make distributions in respect of the
     Company's capital stock or make other restricted payments;

   * make certain payments on debt that is subordinated or secured
     on a junior basis;

   * make certain investments;

   * sell certain assets;

   * create liens on certain assets;

   * consolidate, merge, sell or otherwise dispose of all or
     substantially all of our assets;

   * enter into certain transactions with our affiliates; and

   * designate our subsidiaries as unrestricted subsidiaries.

Any of these restrictions could limit our ability to plan for or
react to market conditions and could otherwise restrict corporate
activities.  Any failure to comply with these covenants could
result in a default under our senior secured credit facilities and
the indenture governing the Notes.  Upon a default, unless waived,
the lenders under our senior secured credit facilities could elect
to terminate their commitments, cease making further loans,
foreclose on our assets pledged to such lenders to secure our
obligations under the senior secured credit facilities and force
us into bankruptcy or liquidation."

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

                        http://is.gd/nhLMcR

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


CUBIC ENERGY: Incurs 668,000 Net Loss in Dec. 31 Quarter
--------------------------------------------------------
Cubic Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common stockholdres of $668,486 on $1.03 million of
total revenues for the three months ended Dec. 31, 2012, as
compared with a net loss available to common stockholders of $2.88
million on $3.30 million of total revenues for the same period
during the prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss available to common stockholders of $2.65 million on $2.04
million of total revenues, as compared with a net loss available
to common stockholders of $5.70 million on $4.71 million of total
revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $18.48
million in total assets, $28.85 million in total liabilities, all
current, and a $10.36 million total stockholders' deficit.

                         Bankruptcy Warning

"Our debt to Wells Fargo, with a principal amount of $25,865,110,
is due on March 31, 2013, and the Wallen Note, with a principle
amount of $2,000,000, is due April 1, 2013, and both are
classified as current debt.   As of December 31, 2012, we had a
working capital deficit of $26,312,271.

Our ability to make scheduled payments of the principal of, to pay
interest on or to refinance our indebtedness depends on our
ability to obtain additional debt and/or equity financing, which
is subject to economic and financial factors beyond our control.
Our business will not generate cash flow from operations
sufficient to pay our obligations to Wells Fargo and under the
Wallen Note.  We may be required to adopt one or more
alternatives, such as selling assets, restructuring debt or
obtaining additional equity capital on terms that may be onerous
or highly dilutive.  Our ability to refinance our indebtedness
will depend on the capital markets and our financial condition in
the immediate future, as well as the value of our properties. We
may not be able to engage in any of these activities or engage in
these activities on desirable terms, which could result in a
default on our debt and have an adverse effect on the market price
of our common stock.

"We may not be able to secure additional funds to make the
required payments to Wells Fargo.  If we are not successful, Wells
Fargo may pursue all remedies available to it under the terms of
the Credit Facility including but not limited to foreclosure on
our assets or force the Company to seek protection under
applicable bankruptcy laws.  If either of those were to occur, our
shareholders might lose their entire investment."

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

                       http://is.gd/5vemxq

                       About Cubic Energy

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

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


CULLEN/FROST BANKERS: Fitch Assigns 'BB+' Preferred Stock Rating
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the $150 million
Series A non-cumulative perpetual preferred stock issuance by
Cullen/Frost Bankers, Inc.

CFR intends to use the net proceeds from the offering to
repurchase $144 million of common stock.


DANVILLE FINANCING: Moody's Cuts Revenue Bonds' Rating to Ba1
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from A3 the rating
on the Danville Financing Authority's Taxable Revenue Bonds, 2001
Series A. This downgrade is consistent with rating actions Moody's
took on January 17, 2012 and June 14, 2012 for all California
redevelopment agency tax allocation bonds. This Danville Financing
Authority revenue bond should have been part of those rating
actions.

The bonds are secured by a loan agreement between the Danville
Financing Authority and the Danville Community Development Agency.
The loan is in turn secured by the Agency's pledge of its low and
moderate income housing tax increment revenues. Rating remains on
review for downgrade. The rating history on these bonds has also
been corrected, as follows:

June 14, 2012: Ba1 Underlying Downgraded

January 17, 2012: Baa1 Underlying Downgraded

On January 17, 2012 Moody's downgraded all California
redevelopment agency tax allocation bonds by one notch reflecting
the uncertainties arising from legislation that dissolved all such
agencies. On June 14, 2012 all of these same obligations' ratings
were further downgraded to Ba1 reflecting continued uncertainty in
the implementation of the new legislation and demonstrated, new
risks to bondholders.

Like all of Moody's ratings on California tax allocation bonds,
the rating on the 2001 revenue bonds remains on review for
withdrawal due to insufficient information.

For more information, See Moody's June 14, 2012 Rating Update
Report: Moody's downgrades to Ba1 all California tax allocation
bonds (TABs) rated Baa3 or higher, reflecting sharply increased
uncertainty of continued, timely cash-flow for debt service
payments; all TAB ratings remain on review for possible withdrawal
due to insufficient information.

The principal methodology used in this rating was Moody's Analytic
Approach to Rating California Tax Allocation Bonds published in
December 2003.


DELUXE CORP: Reports $170.5 Million Net Income in 2012
------------------------------------------------------
Deluxe Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$170.49 million on $1.51 billion of total revenue for 2012, net
income of $144.59 million on $1.41 billion of total revenue for
2011, and net income of $152.62 million on $1.40 billion of total
revenue for 2010.

The Company's balance sheet at Dec. 31, 2012, showed $1.41 billion
in total assets, $979.50 million in total liabilities, and
$432.93 million in total shareholders' equity.

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

                        http://is.gd/NZBHT0

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

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

                           *     *     *

This concludes the Troubled Company Reporter's coverage of Deluxe
Corporation until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


DEWEY & LEBOEUF: Slams 6 Ex-Partners in Bid for Plan Approval
-------------------------------------------------------------
Dewey & LeBoeuf LLP, which is seeking confirmation of its Chapter
11 liquidating plan at a hearing on Feb. 27 after reaching a
settlement with most former partners, took some last-minute swipes
at the six partners challenging the creditor payoff plan for the
defunct firm.

In court papers filed Thursday, Dewey & LeBoeuf says of the more
than 1,500 creditors and other parties in interest that received
actual notice of the Second Amended Plan of Liquidation,
remarkably only nine formally objected to the Plan's confirmation,
and that of the nine objections, three have been resolved through
good faith negotiations, the inclusion of certain non-material
amendments and/or modifications to the Plan or agreeing to seek
accommodating language in the Confirmation Order.

According to the Debtor, "What primarily remains are objections by
only six of approximately 700 former Partners of the Debtor whose
main opposition to the Plan is an attempt to relitigate this
Court's prior approval of the PCPs."

The defunct firm was targeting a swift approval of its Chapter 11
plan after reaching a settlement with former partners. Early this
month, a total of 125 retired Dewey partners, most of them from
legacy firm LeBoeuf, Lamb, Green & MacRae, signed off on a
'partner contribution plan' under which they agreed to repay the
bankruptcy estate a portion of money they received from the firm
in 2011 and 2012 and waive claims against the estate.  In October,
440 former partners agreed to a settlement under which they will
receive releases from clawback claims in return for $71.5 million
in contributions.

Michael Fitzgerald, who joined Dewey in 2011 from Milbank, Tweed,
Hadley & McCloy, and five other former partners, however, have
opposed the Plan.

"At best, these objections are nothing more than transparent
attempts by this handful of former Partners to exert leverage over
the Debtor and its creditors either to avoid liability to
the estate for the distributions and payments they each received
prior to the bankruptcy filing when the Debtor was insolvent, or
to have their claims treated differently than others similarly
situated," Dewey said.

Dewey tells the Court that these six former partners will
eventually have the opportunity to defend themselves against
possible clawback actions and to prosecute their purported claims
against the estate, should not be allowed to misuse the
confirmation process to try to "regain leverage in the hope of
extracting a more favorable settlement".  "Their disputes with the
Debtor and its estate and creditors have nothing to do with
confirmation.

In addition, the Debtor says the Plan has been accepted by every
class of impaired Claims entitled to vote on the Plan, with the
single exception of the Class of five malpractice claimants
(which the Debtor separately classified and conceded the right to
vote on its Plan to avoid further litigation).  Excluding the now
small number of disputed former Partner Claims and disputed
Malpractice Claims, the Debtor says its creditors have nearly
unanimously voted to accept the Plan.

A copy of the Debtor's omnibus reply to the objections is
available at http://bankrupt.com/misc/dewey.doc1092.pdf

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Plan Solicitation Exclusivity Extended to March
----------------------------------------------------------------
The Bankruptcy Court extended Dewey & LeBoeuf LLP's exclusive
period to solicit acceptances of its Second Amended Plan, filed
Jan. 7, 2013, through and including March 31, 2013.

As reported in the TCR on Feb. 4, 2013, the Debtor sought the
extension of its exclusive right to obtain acceptances of its Plan
as a prophylactic measure in the unlikely event that an extension
of the voting deadline is required.  Solicitation packages have
been transmitted to the voting classes under the Plan and the
hearing to consider confirmation of the plan is scheduled for
Feb. 27, 2013.

                       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.


DIMMITT CORN: Section 341(a) Meeting Scheduled for March 15
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Dimmitt Corn
Mill, LLC, will be held on March 15, 2013, at 1:30 p.m. at
Amarillo Suite 100 - VIDEO.  Creditors have until June 13 to
submit their proofs of claim.

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

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

Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 13-20055) in Amarillo, Texas,
on Feb. 15, 2013.  The Debtor estimated assets and debts in excess
of $10 million.  David R. Langston, Esq., at Mullin, Hoard &
Brown, in Lubbock, Texas, serves as counsel.  The petition was
signed by Richard Bell as president.  Judge Robert L. Jones
presides over the case.


DOGWOOD PROPERTIES: Section 341(a) Meeting Scheduled for March 14
-----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Dogwood
Properties, G.P., will be held on March 14, 2013, at 3:00 p.m. at
Room 400, Memphis, TN.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Creditors have until June 12, 2013, to submit their proofs of
claim.  The government units' deadline to file their proofs of
claim will be on Aug. 15.

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto Counties.  The
total value of its real estate holdings is estimated to be
$9,985,000.  Dogwood has nine secured lenders who are owed a total
of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DOT VN: Adam Benowitz Discloses 9% Equity Stake at Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Adam Benowitz and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 7,943,000 shares
of common stock of Dot VN, Inc., represenitng 9.99% of the shares
outstanding.  Mr. Benowitz previously reported beneficial
ownership of 6,959,203 common shares as of Dec. 31, 2011.  A copy
of the amended filing is available at http://is.gd/bbeaOA

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
http://www.INFO.VN

The Company is the "exclusive online global domain name registrar
for .VN (Vietnam)."  Dot VN is the sole distributor of Micro-
Modular Data Centers(TM) solutions and E-Link 1000EXR Wireless
Gigabit Radios to Vietnam and Southeast Asia region.  Dot VN is
headquartered in San Diego, California with offices in Hanoi,
Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company's balance sheet at Jan. 31, 2012, showed $2.49 million
in total assets, $9.20 million in total liabilities and a $6.70
million total shareholders' deficit.

Following the 2011 results, PLS CPA, in San Diego, Calif., noted
that the Company's losses from operations raised substantial doubt
about its ability to continue as a going concern.


DUNE ENERGY: West Face Discloses 15% Equity Stake at Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, West Face Capital Inc. and Gregory A. Boland
disclosed that, as of Dec. 31, 2012, they beneficially own
8,909,791 shares of common stock of Dune Energy, Inc.,
representing 15.1% of the shares outstanding.  West Face
previously reported beneficial ownership of 5,929,241 common
shares or a 15.4% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available for free at http://is.gd/1J7504

                         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.


DYNASIL CORP: Amends Annual Report for Fiscal 2012
--------------------------------------------------
Dynasil Corporation of America filed an amendment to its annual
report on Form 10-K for the fiscal year ended Sept. 30, 2012, to
correct the following clerical errors:

   1. Net cash provided by operating activities contained in Part
      I, Item 7, Management's Discussion and Analysis of Financial
      Condition and Results of Operations and in the Consolidated
      Statements of Cash Flows in Part I, Item 8, Financial
      Statements and Supplementary Data.  The previously reported
      amount of net cash provided by operating activities for the
      fiscal year ended Sept. 30, 2012, was $741,915 and the
      correct amount of such net cash provided by operating
      activities was $693,054.

   2. Certain balance sheet captions for 2011 contained in the
      Consolidated Balance Sheets in Part 1 Item 8, Financial
      Statements and Supplementary Data.  The previously reported
      subtotals for Total other assets, Total Assets, Total long-
      term liabilities, and Total Liabilities and Stockholders'
      Equity of $20,086,302, $40,813,752, $10,254,758 and
      $40,813,752, respectively were incorrect; the corrected
      amounts are $20,139,133, $40,866,583, $10,307,589 and
      $40,866,583, respectively.

   3. Future amortization expense in Note 6-Intangible Assets
      contained in the Item 8, Financial Statements and
      Supplementary Data.  The table showing estimated
      amortization expense for the next five fiscal years for
      Trade Names included an incorrect amount of $422,213 in the
      "Thereafter' column.  The corrected amount is $81,992.

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

                        http://is.gd/TVTfeU

                          About Dynasil

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

The Company reporting a net loss of $4.30 million on $47.88
million of net revenue for the year ended Sept. 30, 2012, compared
with net income of $1.35 million on $46.95 million of net revenue
during the prior fiscal year.

Dynasil's balance sheet at Sept. 30, 2012, showed $37.46 million
in total assets, $18.62 million in total liabilities and $18.84
million in total stockholders' equity.

                        Going Concern Doubt

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

                             Default

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

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

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


EASTERN LIVESTOCK: Court Denies Bid to Remove Chapter 11 Trustee
----------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana denied a motion from a creditor to
remove James A. Knauer, the Chapter 11 trustee in the Chapter 11
case of Eastern Livestock Co., LLC.

The motion was filed in August last year by creditor Kentucky
Cattlemen's Association and Other Professional Kentucky
Cattlemen's Association.  KCA requested that the Court enter an
order removing the trustee and terminating the employment of Baker
& Daniels, LLP.  KCA said "all creditors must be entitled to a
disinterested trustee and expect full and complete disclosure of
any conflict that the trustee may have"

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.

Judge Basil H. Lorch III entered an order for relief on Dec. 28,
2010.  At the behest of the creditors, the Court appointed James
A. Knauer, Esq., as Chapter 11 trustee to operate Eastern
Livestock's business.  The Chapter 11 trustee is represented by
James M. Carr, Esq., at Baker & Daniels LLP, nka Faegre Baker
Daniels LLP, as counsel and Katz, Sapper & Miller, LLP, as
accountants.  BMC Group Inc. is the claims and notice agent.

The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.  The Debtor, in its amended schedules,
disclosed $59,366,230 in assets and $40,154,697 in liabilities as
of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010.
The petition was signed by Thomas P. Gibson, as manager.  Michael
J. Walro, appointed as Chapter 7 Trustee for East-West Trucking,
has tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.  Mr. Gibson, together with his spouse,
Patsy M. Gibson, pursued a personal bankruptcy case (Bankr. S.D.
Ind. Case No. 10-93867) in 2010.  Kathryn L. Pry, the court-
appointed trustee for the Gibson's Chapter 7 case, tapped Dale &
Eke, P.C., as counsel.

The Court approved the appointment of Robert M. Fishman to mediate
the issue of the reasonableness of the proposed settlement with
Fifth Third Bank as contained in the Chapter 11 Plan proposed by
the Debtor.

The Court has confirmed the first amended plan of liquidation
filed by James A. Knauer, Chapter 11 trustee.  The Plan is
premised on the approval of a settlement reached between the
Chapter 11 Trustee and Fifth Third Bank settling the estate's
claims against Fifth Third in consideration of Fifth Third
agreeing to accept a pro rata charge and assessment of reasonable
administrative fees and expenses against its collected collateral
and the contribution of 10% of its collected collateral to the
payment of Allowed Class 4 Claims of general unsecured creditors.
The trustee has estimated that the Settlement may result in an
approximate 25% return to general unsecured creditors while
contributing to funding the Chapter 11 Case to allow the trustee
to continue collecting assets for distribution.


EDISON MISSION: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Edison Mission Energy filed with the U.S. Bankruptcy Court for
the Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property        $5,721,559,170
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $48,923,079
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                    $6,153,292,016
                              --------------   --------------
        TOTAL                 $5,721,559,170   $6,202,215,094

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

Edison Mission Energy's debtor affiliates also filed with the
Bankruptcy Court their schedules of assets and liabilities,
disclosing:

     Debtor-Entity                 Assets         Liabilities
     -------------               -----------      -----------
Camino Energy Company            $50,837,504       $5,439,216
Chestnut Ridge Energy Company   $317,094,446          $22,355
Edison Mission Energy Energy              $0               $0
   Fuel Services, LLC
Mission Energy Westside, Inc.     $1,207,106              $40
Midwest Finance Corp.                   $100               $0
Edison Mission Fuel Resources             $0               $0
Edison Mission Fuel Transport             $0               $0
Midwest Generation EME, LLC   $2,317,685,101       $1,714,716
Edison Mission Holdings Co.     $308,513,970         $199,248
San Joaquin Energy Company       $32,117,314       $8,593,148
Edison Mission Midwest
   Holdings                   $2,301,855,852               $0
Midwest Generation LLC        $3,908,782,340     $119,937,084
Midwest Peaker Holdings Inc.              $0               $0
Midwest Generation Procurement    $7,255,528       $5,017,641
   Services, LLC
Southern Sierra Energy Company   $32,908,009       $3,114,966
Western Sierra Energy Company    $40,475,129       $5,113,667

Copies of the Schedules are available at:

* Camino Energy Company
http://bankrupt.com/misc/EDISON_MISSION_caminosal.pdf
* Edison Mission Energy Energy Fuel Services, LLC
http://bankrupt.com/misc/EDISON_MISSION_energyfuelsal.pdf
* Mission Energy Westside, Inc.
http://bankrupt.com/misc/EDISON_MISSION_energysal.pdf
* Midwest Finance Corp.
http://bankrupt.com/misc/EDISON_MISSION_financesal.pdf
* Edison Mission Fuel Resources, Inc.
http://bankrupt.com/misc/EDISON_MISSION_fuelsal.pdf
Edison Mission Fuel Transport, Inc.
http://bankrupt.com/misc/EDISON_MISSION_fueltransportsal.pdf
* Midwest Generation EME, LLC
http://bankrupt.com/misc/EDISON_MISSION_generationsal.pdf
* Edison Mission Holdings Co.
http://bankrupt.com/misc/EDISON_MISSION_holdingssal.pdf
* San Joaquin Energy Company
http://bankrupt.com/misc/EDISON_MISSION_joaquinsal.pdf
* Edison Mission Midwest Holdings
http://bankrupt.com/misc/EDISON_MISSION_midwestholdingssal.pdf
* Midwest Peaker Holdings Inc.
http://bankrupt.com/misc/EDISON_MISSION_peakersal.pdf
* Midwest Generation Procurement Services, LLC
http://bankrupt.com/misc/EDISON_MISSION_procurementsal.pdf
* Southern Sierra Energy Company
http://bankrupt.com/misc/EDISON_MISSION_sierrasal.pdf
* Western Sierra Energy Company
http://bankrupt.com/misc/EDISON_MISSION_westernsal.pdf
* Chestnut Ridge Energy Company
http://bankrupt.com/misc/EDISON_MISSION_chestnutsal.pdf

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

                       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.

In its schedules, Edison Mission Energy listed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

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 Taps Garden City as Information Agent
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Edison Mission
Energy, et al., asks the Bankruptcy Court to authorize the
employment of Garden City Group, Inc., as information agent nunc
pro tunc to Jan. 7, 2013.

The Committee also seek entry of an order to clarify the
Committee's requirement to provide access to information for the
Debtors' unsecured creditors.

GCG, Inc., is working in the case as the Debtor's claims and
notice agent.

The Committee also seeks entry of an order clarifying and
implementing an information protocol regarding the dissemination
of information to the Debtors' unsecured creditors, which
Information Protocol does not require the Committee to disseminate
confidential, proprietary or non-public information concerning the
Debtors or the Committee, or any other information if the effect
of such disclosure would constitute a waiver of any privilege or
confidentiality agreement between the Committee or any other
party, including the Debtors.  This will help ensure that
confidential, privileged, proprietary and/or material non-public
information regarding the Debtors or the Committee will not be
disseminated to the detriment of the Debtors' estates or their
unsecured creditors and will aid the Committee in performing its
statutory functions and acquitting its fiduciary duties.

Specifically, pursuant to the Information Protocol, the Committee
will, among other things:

     a) Establish and maintain an Internet-accessible website, to
        be maintained by and through GCG;

     b) Distribute updates by and through GCG regarding the
        Chapter 11 Cases via electronic mail for creditors that
        have registered for such service on the Committee Website;

     c) Establish and maintain a telephone number and electronic
        mail address by and through GCG for creditors to submit
        questions and comments.

To assist the Committee in complying with the Information
Protocol, the Committee seeks entry of an order authorizing the
Committee to retain GCG as the Committee's Information Agent.  GCG
is a company that specializes in assisting creditors' committees
in fulfilling their statutory obligations to a debtor's unsecured
creditor body.  Subject to its retention being approved by this
Court, GCG will create the Committee Website, which website will
be designed to provide a formatted, organized and comprehensive
system to provide access to information about these Chapter 11
Cases, consistent with the Information Protocol, to the Debtors'
unsecured creditor body.

The Committee proposes that the reasonable fees and expenses of
GCG for professional services rendered on behalf of the Committee
in connection with these Chapter 11 Cases should be paid by the
Debtors' estates in accordance with the terms of the GCG Agreement
for Services, dated February 6, 2013.

To the best of the Committee's knowledge, Garden City Group 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.


EMPRESAS INTEREX: Proposes Full-Payment Chapter 11 Plan
-------------------------------------------------------
Empresas Interex Inc., filed with the Bankruptcy Court for the
District of Puerto Rico on January 8 a proposed Chapter 11 plan.

According to the Disclosure Statement, DF Services LLC, owed
$6,648,614 on a secured claim (Class 1) is impaired but will have
a 100% recovery.  The claimant will receive payment in cash and in
full 100% of its claim commencing with the sale of the seventh
residence of those pending to be sold, and the necessary
subsequent residences to be sold at the rate of 70% from the gross
proceeds of the sale of each such residences, until full payment.
DF will retain a second mortgage for $10,000,000 on the
residential housing development, subordinated and subject to that
for $700,000 in favor of Interamerican University of Puerto Rico.

Other secured creditors, namely Banco Popular de Puerto Rico, owed
$1,367,037 on a secured claim (Class 2); Oriental Bank, owed
$300,000 (Class 3), and the Center for Collection of Municipal
Income, owed $86,697 (Class 4), are also impaired but will receive
a 100% recovery.  BPPR will receive a promissory note with an
estimated balance of $183,296 as of Nov. 30, 2011, line of credit
for $600,000, and secured mortgage note for $583,741.

Holders of general unsecured claims (Class 5) are impaired but
will have 100% recovery. They will be paid in full satisfaction of
their claims through 60 consecutive monthly installments, without
interest.  They will recover 9% during the first yea, 12% during
the following second and third years, 25% during the fourth year,
with the remaining balance of 42% during the fifth year.

Shareholders (Class 6) are unimpaired under the Plan.

"The Debtor believes that the Plan provides the quickest recovery
to Creditors and will maximize the return thereto on their Claims.
ACCORDINGLY, THE DEBTOR URGES ALL CREDITORS TO VOTE IN FAVOR OF
THE PLAN," according to the Disclosure Statement.

A copy of the Disclosure Statement is available for free at:

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

San Juan, Puerto Rico-based Empresas Interex Inc. is engaged in
the development, construction, and lease of real estate.  One of
the Debtor's construction project is known as Ciudad Atlantis at
Hato Bajo Ward, Arecibo, Puerto Rico.

Empresas Interex filed for Chapter 11 bankruptcy (Bankr. D.P.R.
Case No. 11-10475) on Dec. 7, 2011.  Bankruptcy Judge Mildred
Caban Flores presides over the case.  The company disclosed
$11,412,500 in assets and $9,335,561 in liabilities.


ENERGY XXI: S&P Retains 'B+' Rating on Senior Unsecured Debt
------------------------------------------------------------
Energy XXI Gulf Coast Inc. Senior Unsecured Recovery Rating
Revised To '3'

Standard & Poor's Ratings Services said it has revised its
recovery rating on Energy XXI Gulf Coast Inc.'s senior unsecured
debt to '3' from '4'. Energy XXI Gulf Coast Inc. is a subsidiary
of Energy XXI (Bermuda) Ltd.  The '3' recovery rating reflects
S&P's expectation that creditors would receive meaningful (50% to
70%) recovery in the event of a payment default.  The issue-level
rating on Energy XXI's unsecured debt remains 'B+' (same as the
corporate credit rating).

S&P's 'B+' corporate credit rating and stable outlook on Energy
XXI (Bermuda) Ltd. are also unchanged.

The higher recovery expectation reflects an updated PV10 valuation
of proved reserves, including the recent acquisition of additional
interests in the Laphroaig field, based on S&P's revised recovery
price deck assumptions of $50 per barrel (bbl) for West Texas
Intermediate crude oil and $3.50 per million British thermal unit
(mmBtu) for Henry Hub natural gas (previously $45/bbl and
$4/mmBtu, respectively).

RATINGS LIST

Energy XXI (Bermuda) Ltd.
Corporate Credit Rating                B+/Stable/--

Ratings Affirmed/Recovery Rating Revised
Energy XXI Gulf Coast Inc.
Senior Unsecured                        B+
Recovery rating                        3                 4





ERESEARCH TECHNOLOGY: S&P Assigns 'B+' Rating to $220MM Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned
Philadelphia, Penn.-based cardiac and respiratory central
laboratory provider eResearch Technology Inc.'s proposed
$220 million term loan its 'B+' issue-level rating, with a
recovery rating of '2', indicating S&P's expectation for
substantial (70%-90%) recovery to lenders in the event of a
payment default.

The proposed term loan refinances ERT's existing $220 million term
loan, which is also rated 'B+'.  S&P's 'B' corporate credit rating
on ERT is unaffected by this announcement.  The outlook is
positive.

"Our ratings on ERT reflect the company's "weak" business risk
profile and "highly leveraged" financial risk profile.  Our
assessment of a weak business risk profile reflects ERT's narrow
operating focus and small scale, despite its broad customer base
and leading market share in cardiac safety and respiratory central
laboratory services.  Our rating also reflects ERT's highly
leveraged financial risk profile, characterized by adjusted
leverage of just under 5x and funds from operations(FFO) to total
debt that we expect to normalize in the mid-teens.  Our assessment
of a highly leveraged financial risk profile also reflects our
belief that ERT will use cash flow and at least some of its
considerable debt capacity to grow the company through
acquisitions, which could limit future deleveraging," S&P said.

RATINGS LIST

eResearch Technology Inc.
Corporate Credit Rating                      B/Positive/--

New Ratings

eResearch Technology Inc.
$220M term loan                              B+
   Recovery Rating                            2


FILENE'S BASEMENT: Ct. Enters Summary Judgment on "Secaucus" Lease
------------------------------------------------------------------
In the bankruptcy case of Filene's Basement et al., Judge Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware
entered a memorandum and order on February 19, 2013, on two
separate motions for summary judgment, both concerning the
proposed assumption of an unexpired lease at One Syms Way,
Secaucus, New Jersey.

One summary judgment motion was filed by U.S. Bank, National
Association, as landlord, on its objection to the Debtors' motion
for an order authorizing Syms Corp. to assume the unexpired lease,
alleging both prepetition and postpetition defaults on the lease.
The other summary judgment motion was filed by Syms Corp., as
tenant, on its objection to the allowance of an administrative,
postpetition claim as a required cure to the assumption.  U.S.
Bank also filed a cross-motion to strike and exclude testimony of
Joshua Stein, an expert Syms procured for the purpose of the
contested matter.

Judge Carey concluded that U.S. Bank's motion for summary judgment
will be granted, in part, to allow a claim for Percentage Rent,
although calculation of the Percentage Rent claim will be limited
to the amount actually received by Syms for the $10 Million Loan
(with allowable deductions) and denied, in part, as to any
remaining claims.

Syms motion for summary judgment will be granted, in part, to
limit the amount of the Percentage Rent claim to the amount
actually received, and denied, in part, to all remaining claims,
Judge Carey added.

The Court directed the parties to meet and confer about possible
resolution of the remaining issues on additional rent and attorney
fees.

U.S. Bank's cross-motion to strike and exclude the testimony of
Joshua Stein is dismissed as moot.

A status hearing will be held on March 20, 2013, at 2:00 p.m., at
which time the parties will report on the results of their meet
and confer and to determine whether further proceedings are
necessary.

Copies of the Bankruptcy Court's February 19, 2013 Memorandum and
Order are available at http://is.gd/QDQJw2and http://is.gd/UKLvbw
from Leagle.com.

                    About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FIRST CONNECTICUT: Section 341(a) Meeting Scheduled for March 27
----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of First Connecticut
Holding Group, L.L.C., IV will be held on March 27, 2013, at 10:00
a.m. at Suite 1401, One Newark Center.  Creditors have until June
25 to submit their proofs of claim.

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

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

First Connecticut Holding Group, L.L.C. IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.  Lorraine Mocco signed the petition as
managing member.  The Debtor's scheduled assets were $12,287,218
and scheduled liabilities were $68,655,579.  Judge Donald H.
Steckroth presides over the case.  Wasserman, Jurista & Stolz
serves as the Debtor's counsel.


FONTAINEBLEAU LAS VEGAS: Bank of America Wins Appeal over Loan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there will be no quick redistribution of losses or
recovery by the trustee in the bankruptcy of the unfinished
63-story hotel and casino on the north end of the Las Vegas Strip
owned by Fontainebleau Las Vegas LLC.

The report recounts that the hotel went into Chapter 11
reorganization in June 2009 in Miami after lenders refused to
allow a draw on a $350 million delayed draw term loan and a $670
million revolving credit.  The lenders, with Bank of America NA as
agent, took the position that both loans couldn't be drawn at the
same time.  The ensuing Chapter 11 culminated when the unfinished
hotel was sold to a company affiliated with Carl Icahn for about
$150 million, including the assumption of financing that Icahn
provided for the Chapter 11 case.  After the sale was completed,
the Chapter 11 case was converted to a Chapter 7 liquidation where
a trustee was appointed.

According to the report, Avenue CLO Fund Ltd. and other lenders on
a term loan sued the revolver lenders, alleging breach of
contract.  The bankruptcy trustee also sued.  The trustee's suit
was transferred to federal district court.

The district judge, the report relates, denied a motion by the
trustee for what's known as partial summary judgment.  The trustee
wanted the judge to rule based on undisputed facts that the
revolver lenders violated the contract by failing to make an
advance on the committed loan.  The district court denied the
trustee's motion, saying there were disputed facts requiring a
trial.  The district court also threw out the term lenders'
lawsuit, saying they didn't have standing, or the right to sue the
revolver lenders.

On appeal, the U.S. Court of Appeals in Atlanta upheld both
decisions in a 17-page opinion on Feb. 20.  The term loan lenders
were only "incidental beneficiaries" of the revolving loan, not
"intended beneficiaries."  Therefore, they had no right to sue,
the Eleventh Circuit in Atlanta ruled.  The appeals court also
concluded that the revolver loan agreement was ambiguous,
requiring trial to decide if the lenders were in breach of
contract.

The opinion means that the term loan lenders can't have a direct
recovery from the revolver lenders and the bankruptcy trustee must
undergo a trial before having hope of recovery.

The appeal is Avenue CLO Fund Ltd. v. Bank of America NA,
11-10468, U.S. Court of Appeals for the Eleventh Circuit
(Atlanta).

                   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.


FOOT LOCKER: Share Repurchase No Impact on Moody's 'Ba2' CFR
------------------------------------------------------------
Moody's Investors Service said that Foot Locker's announcement of
a new share repurchase program, an increase in dividend, and
higher capex has no impact on the Ba2 corporate family rating or
the stable outlook.

Foot Locker, Inc. is a specialty athletic retailer operating over
3,300 stores in 23 countries in North America, Europe, and
Australia as well as through its direct-to-customer websites and
catalogs. Banners include Foot Locker, Footaction, Lady Foot
Locker, Kids Foot Locker, Champs Sports, CCS and Eastbay. Revenues
for the last twelve months ended October 27, 2012 were
approximately $6 billion.


FORUM NATIONAL: MNP LLP Raises Going Concern Doubt
--------------------------------------------------
Forum National Investments Ltd. filed on Feb. 21, 2013, its
annual report on Form 20-F for the fiscal year ended Sept. 30,
2012.

MNP LLP, in Vancouver, Canada, expressed substantial doubt about
Forum National Investments' ability to continue as a going
concern.  The independent auditors noted that the Company incurred
significant losses from operations, negative cash flows from
operating activities and has an accumulated deficit.

The Company reported a net loss of C$166,157 on C$466,154 of
revenues for fiscal 2012, compared with net income of C$398,620 on
C$270,124 of revenues for fiscal 2011.

Income from discontinued operations was C$861,154 fiscal 2012,
compared with C$2.6 million for fiscal 2011.

At Sept. 30, 2012, the Company's balance sheet showed
C$8.3 million in total assets, C$6.7 million in total
liabilities, and stockholders' equity of C$1.6 million.

A copy of the Form 20-F is available at http://is.gd/s02UkU

Based in Toronto, Canada, Forum National Investments Ltd.
(OTC US: FMNL) operates in the hospitality and tourism business
segment.  The Company owns a passenger carrying yacht the 120' MV
Spirit of 2010, an 18 foot tender, two jet skis, and ocean going
kayaks.  The equipment is for charter cruises to the Pacific
Northwest, and international destinations.


FR 160: Hires Montandon Farley as Real Property Valuation Expert
----------------------------------------------------------------
FR 160 LLC has filed papers in U.S. Bankruptcy Court to employ
Montandon Farley Valuation Services, Inc., as real property
valuation expert effective as of Jan. 1, 2013.

On July 10, 2012, counsel for the Debtor retained Montandon Farley
to prepare an appraisal of the Real Property for Debtor.  As
compensation for preparing the appraisal, Montandon Farley agreed
to compensation in the amount of $7,500.  On Oct. 29, 2012, IMH
Financial Corporation, the Debtor's manager and sole owner, paid
Montandon Farley the amount of $7,500 for the preparation of the
Appraisal.

Neither the Debtor's bankruptcy counsel nor their corporate
counsel is able to testify as experts in this proceeding regarding
this subject matter.  For these reasons, the Debtor requires the
services of a capable and experienced real estate appraiser, such
as Montandon Farley.

Montandon Farley will be retained as an expert to, among other
things, provide deposition testimony and testimony at hearings
regarding the value of the Real Property.  Montandon Farley has
agreed to compensation at the flat-rate fee of $250 per hour to
testify as necessary regarding, among other things, the Appraisal
and/or the value of the Real Property.

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

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.


FRANK PARSONS: Trustee Continues to Pursue 19 Clawback Actions
--------------------------------------------------------------
Edward T. Gavin, trustee of the FPI Liquidating Trust, continues
to prosecute complaints to recover alleged preferential transfers
involving Frank Parsons, Inc., aka Frank Parsons Paper Company
Inc.

Parties to the lawsuits recently entered into stipulations
extending the defendants' time to respond to the Complaints.  The
Bankruptcy Court has approved those stipulations.

The Defendants and their deadline for filing responses are:

Nenah Paper, Inc.                                       Mar. 8
Cantar Pool Products Corporation                        Feb. 22
Tiger Direct, Inc. and SYX Services Inc.                Feb. 22
Arjobex America, Inc.                                   Feb. 18
Boise White Papepr LLC and Boise Inc.                   Feb. 18
Accutech Data Supplies, Inc.                            Feb. 15
Joseph Haynos                                           Feb. 15
Supplies Network, Inc.                                  Feb. 15
Synnex Corporation and the Insurance                    Feb. 15
  Company of the State of Pennsylvania
APC Sales & Service Corp.                               Feb. 15
Paris Business Products, Inc.                           Feb. 15
PFG Ventures LP fka Proforma Docucom Services           Feb. 15
International Paper Company                             Feb. 15
Synnex Corp fka Synnex Information Technology Inc       Feb. 15
American Express Travel Related Services Company, Inc   Feb. 15
Miami Systems Corp dba Prinstout and Stapes Inc         Feb. 15
Chesapeake Mission Critical LLC                         Feb. 15
Pro Tech Computer Supply, Inc.                          Feb. 15
Ribbons Express, Inc.                                   Feb. 15
Supplyone Weyers Cave, Inc.                             Feb. 11

A copy of one of the Stipulations is available at
http://is.gd/n9EYKrfrom Leagle.com.

                       About Frank Parsons

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., was the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Judge Robert A. Gordon presides over the case.  Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, served as the Debtor's bankruptcy counsel.  The
Debtor also tapped SSG Capital as an investment banker to explore
strategic options.  WeinsweigAdvisors LLC served as the financial
advisor to the Debtor.  Delaware Claims Agency, LLC, acted as the
claims and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, served
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.

Frank Parsons changed its name to "FPI Liquidation Corp." after
closing of the sale of substantially all of its assets to TSRC,
Inc., in May 2011.  Pursuant to an asset purchase agreement, the
Buyer paid $2,000,000, plus 50 % of the book value of the Closing
Inventory, for the purchased assets.

Edward T. Gavin, who serves as trustee of the FPI Liquidating
Trust, is represented by lawyers at Whiteford Taylor Preston LLP,
and Pachulski Stang Ziehl & Jones LLP.


FREDERICK DARREN BERG: Court Rules on Lawsuits v. Brown, Heftel
---------------------------------------------------------------
In the clawback lawsuit styled, MARK CALVERT, as liquidating
Trustee of MERIDIAN INVESTORS TRUST, et al. Plaintiffs, v. JACK W.
BROWN, et al. Defendants; MARGARET A. HEFTEL, et al. Defendants,
Adv. Nos. 12-01476, 12-01583 (W.D. Wash.), Bankruptcy Judge Karen
A. Overstreet in Seattle denied the defendants' motion for summary
judgment on Washington UFTA claims and denied, in part, on
Bankruptcy Code Sec. 502 Claims.  The Trustee's cause of action
against Defendant Brown under Sec. 502 is dismissed.

The Trustee contends that the adversary proceedings arise from a
massive Ponzi scheme perpetrated by Frederick Darren Berg.  Mr.
Berg is a debtor in his own individual bankruptcy proceeding,
along with six other related entities.  The Court is presiding
over 12 bankruptcy cases involving debtors that are/were
investment funds and one affiliated entity formerly owned, managed
or controlled by Mr. Berg.  On June 22, 2011, the Court entered an
order confirming a consensual Chapter 11 plan in the Meridian
bankruptcy.  The Plan provides for the creation of the Liquidating
Trust for the Substantively Consolidated Meridian Funds, a/k/a/
The Meridian Investors Trust.

The Trustee filed 54 adversary proceedings against investors
seeking the return of what the Trustee contends are fraudulent
conveyances.  The actions against the Defendants are two of those
actions.  In these actions, the Trustee seeks to recover transfers
avoidable under Chapter V of the Bankruptcy Code as well as under
Washington's Uniform Fraudulent Transfer Act, RCW 19.40.010 et
seq.  The Trustee seeks to recover transfers to Mr. Brown totaling
$105,291.23 as "fictitious interest."  Because the transfers were
made outside the two-year statute of limitations for fraudulent
transfers under Section 548, the Trustee seeks recovery of the
funds only under the UFTA.

In the case of Ms. Heftel, the Trustee seeks to recover
$531,448.44 as "fictitious interest" under both state and federal
fraudulent conveyance statutes.

Jack Brown is an individual who made three loans to the Meridian
Funds in exchange for promissory notes.  On March 20, 2007,
Mr. Brown was paid $605,291 in full satisfaction of the notes. The
Trustee seeks to recover $105,291, the excess paid to Mr. Brown
over the principal amount of his $500,000 in loans.

Margaret Heftel is one of a number of defendants in the action
filed against her. Her ex-husband, Patrick Siemion, is also a
defendant in that action and is representing himself pro se.  Ms.
Heftel was married to her former husband when they made loans to
the Meridian Funds in exchange for promissory notes.  Mr. Siemion
and Ms. Heftel made numerous loans to various Meridian Funds
starting in 2001 and continuing to 2010, totaling $2,093,263, and
they received $2,624,712 in payments from the Meridian Funds; the
last payment was received on June 16, 2010.  Ms. Heftel does not
dispute the amounts loaned or the payments received for purposes
of the Motions.  Ms. Heftel and Mr. Siemion were divorced on Oct.
25, 2006.  The Trustee seeks to recover $531,448 in "fictitious
interest" consisting of payments to Mr. Siemion and Ms. Heftel in
excess of the amount they loaned.

A copy of the Court's Feb. 19 2013 decision is available at
http://is.gd/nGnP6Zfrom Leagle.com.

                   About Meridian Mortgage and
                      Frederick Darren Berg

In November 2010, a federal grand jury in Seattle indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be roughly $100 million.  Hundreds of victims
have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for Mr. Berg's estate, filed on Jan. 27,
2011, voluntary Chapter 11 petitions for Mortgage Investors Fund I
LLC (Bankr. W.D. Wash. Case No. 11-10830) estimating assets of up
to $50,000 and debts of up to $50 million and Meridian Mortgage
Investors Fund III LLC (Case No. 11-10833), estimating up to
$50,000 in assets and up to $100 million in liabilities.  Michael
J. Gearin, Esq., at K&L Gates LLP, in Seattle, served as counsel
to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No.
10-17976) on July 9, 2010.  The petitioners were represented by
Jane E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No.
10-17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners were
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.

On June 22, 2011, the Bankruptcy Court entered an order confirming
a consensual Chapter 11 plan in the Meridian bankruptcy.  The Plan
provides for the creation of the Liquidating Trust for the
Substantively Consolidated Meridian Funds, a/k/a/ The Meridian
Investors Trust.  Mr. Calvert was named Liquidating Trustee.

On Feb. 9, 2012, Mr. Berg was sentenced to 18 years of
imprisonment, three years of supervised release, and restitution.


FREDERICK'S OF HOLLYWOOD: Common Stock Delisted From NYSE MKT
-------------------------------------------------------------
The NYSE MKT LLC filed a Form 25 with the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of the common stock of Frederick's of Hollywood Group
Inc.

The Company received a notice from the NYSE MKT of its intent to
delist the Company's common stock based on the Company's continued
non-compliance with the stockholders' equity requirements for
continued listing as set forth in Sections 1003(a)(i-iii) of the
Exchange Company Guide.  The Company decided not to request a
hearing to appeal the delisting determination.

                  About Frederick's of Hollywood

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

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

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

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


FUEL DOCTOR: Mutually Settles Lawsuits with Touchstone
------------------------------------------------------
Fuel Doctor Holdings, Inc., filed an action entitled Fuel Doctor
v. Touchstone, Los Angeles Superior Court Case No. BC479694 on or
about Feb. 24, 2012, and Touchstone, filed a separate action on or
about June 29, 2012, entitled Touchstone v. Fuel Doctor et al. Los
Angeles Superior Court Case No. BC487476.

On Feb. 21, 2013, a mutual settlement and release agreement was
entered into as to both actions.  As a result of the Settlement,
Touchstone and the Company have agreed to dismiss both the
Touchstone Action and Fuel Doctor Action with prejudice.  As
consideration for the dismissal with prejudice of both lawsuits,
Touchstone will surrender to treasury 2,417,397 shares of Fuel
Doctor Holdings, Inc., common stock and Fuel Doctor Holdings,
Inc., will pay to Touchstone $50,000.

                         About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.

Fuel Doctor reported a net loss of $2.69 million in 2011,
compared with a net loss of $2.48 million in 2010.

Rose, Synder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the period ended Dec. 31, 2011.  The independent auditors
noted that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has an
accumulated deficit at Dec, 31, 2011, which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at Sept. 30, 2012, showed $1.37
million in total assets, $1.61 million in total liabilities and a
$240,899 total shareholders' deficit.


GARDEN CITY HOSPITAL: Moody's Affirms 'Ba3' Rating on L-T Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 long-term debt
rating and negative rating outlook assigned to Garden City
Hospital's $5.3 million of outstanding Series 1998A fixed rate
bonds. GCH also has approximately $46.9 million of Series 2007A
fixed rate bonds outstanding that are not rated.

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

The affirmation of the Ba3 bond rating and negative rating outlook
reflects GCH's location in the highly competitive southeast
Michigan market and the maintenance of operating performance and
balance sheet measures appropriate for the rating level. Moody's
is withdrawing the rating at this time due to the lack of issuer
information regarding operations, strategy, and financial
performance. In the absence of this information, Moody's believes
that it is unable to provide investors with an informed assessment
of the current credit quality of this debt instrument. Moody's
notes the slight improvement in operating performance in fiscal
year 2012.

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in March 2012.


GENERAL MOTORS: Trusky Class Suit Goes Back to ED Mich. Court
-------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York abstained from ruling on the class
action allegations in the lawsuit captioned DONNA M. TRUSKY,
GAYNELL COLE, AND PATRICIA DICKERSON, on behalf of themselves and
all others similarly situated, Plaintiffs, v. GENERAL MOTORS
COMPANY, Defendant.

In this adversary proceeding, under the umbrella of the Chapter 11
case of reorganized debtor Motors Liquidation Company (Old GM),
defendant General Motors LLC (New GM), the purchaser of Old GM's
assets in Old GM's 363 sale, moves to dismiss the complaint filed
by plaintiffs Donna Trusky and others, on behalf of themselves and
all others similarly situated, under Federal Rule of Civil
Procedure 12(b)(6) for failure to state a claim upon which relief
can be granted.  Alternatively, New GM requests that the Court
strike the class action allegations; resolve certain issues
related to the liabilities assumed by New GM in the Sale Order and
the Sale Agreement; and transfer the remainder of the matter back
to the District Court for the Eastern District of Michigan, where
it was originally filed.

Judge Gerber ruled on aspects of the controversy that involved the
construction of the Sale Order and the Sale Agreement.  However,
he declined to rule on the 12(b)(6) motion or with respect to the
class allegations and transferred the case back to the Eastern
District of Michigan.

"I cannot and will not strike the class action allegations now. I
don't have the factual predicate to do that, and this is a job
more appropriately handled by the district judge hearing the
underlying action," he said.

In his ruling, Judge Gerber held that:

(1) To the extent that the Trusky Plaintiffs are pursuing a claim
     for design defects in the spindle rods or other components of
     the 2007 and 2008 Impalas, they may not do so; claims for
     design defects may not be asserted against New GM, as New GM
     did not assume liabilities of that character;

(2) New GM is not liable for Old GM's conduct or alleged breaches
     of warranty;

(3) New GM's warranty obligations are limited to honoring the
     specific terms of the Glove Box Warranty as to vehicles
     presented for repair to New GM dealers within the mileage and
     duration limitations of the Glove Box Warranty -- which means
     that with respect to any plaintiff or class member who
     presented his or her car to a dealer for repair before the
     time ran out or the mileage limit was exceeded (or does so
     going forward, to the extent that the time and mileage
     limitations haven't run for anybody), the GM dealer needs to
     keep fixing it, or replacing tires, spindle rods or other
     components, as the case may be;

(4) New GM is not liable for monetary damages or other economic
     loss under the terms of the Glove Box Warranties.

A copy of Judge Gerber's February 19, 2013 bench decision and
order is available at http://is.gd/N409Nbfrom Leagle.com.

Attorneys for the Plaintiffs and the Class:

          Barry A. Weprin, Esq.
          MILBERG LLP
          New York, NY 10119
          E-mail: bweprin@milberg.com

                 - and -

          Marc H. Edelson, Esq.
          EDELSON & ASSOCIATES, LLC
          Doylestown, PA
          E-mail: medelson@hofedlaw.com

                  - and -

          David Fink, Esq.
          Darryl Bressack, Esq.
          FINK + ASSOCIATES LAW
          Bloomfield Hills, MI
          E-mail: dfink@finkandassociateslaw.com

                  - and -

          Jeffrey L. Kodroff, Esq.
          John A. Macoretta, Esq.
          SPECTOR, ROSEMAN, KODROFF & WILLIS, PC
          Philadelphia, PA
          E-mail: jkodroff@srkw-law.com
                  jmacoretta@srkw-law.com

                  - and -

          Ronald Jay Smolow, Esq.
          Newton, PA
          E-mail: ron@smolow.com

Attorneys for Defendant General Motors, LLC:

          Arthur Steinberg, Esq.
          Scott Davidson, Esq.
          KING & SPALDING LLP
          1185 Avenue of the Americas
          New York, NY
          E-mail: asteinberg@kslaw.com
                  sdavidson@kslaw.com

                     About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. 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, 2011.


GEO POINT: Incurs $349,000 Net Loss in Dec. 31 Quarter
------------------------------------------------------
Geo Point Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $348,498 on $0 revenues for the
three months ended Dec. 31, 2012, compared with a net loss of
$351,389 on $52,519 of revenues for the three months ended
Dec. 31, 2011.

For the nine months ended Dec. 31, 2012, the Company had a net
loss of $902,386 on $216,966 of revenues, compared with a net loss
of $1.1 million on $13,946 of revenues for the nine months ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.3 million
in total assets, $3.7 million in total current liabilities, and
stockholders' equity of $565,538.

"As shown in the accompanying financial statements, the Company
has generated limited revenues during the three and nine months
ended Dec. 31, 2012, has a working capital deficit of $3,552,558,
has limited capital to fund operations, and had a net usage of
cash in operations.  Currently, the Company is in default on its
capital lease totaling $902,500 and its notes payable and line of
credit totaling $180,022.  Additionally, the Company has had
difficulties in securing contracts for the consistent delivery of
crude oil for it to refine.  These inconsistencies have required
the Company to operate the refinery at below capacity and at times
required it to close the refinery.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."

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

                          About Geo Point

Geo Point Technologies, Inc., headquartered in Salt Lake City,
owns and operates an oil refinery in Karatau, Kazakhstan, that
refines crude oil into diesel fuel, gasoline, and mazut, a heating
oil.

                           *     *     *

As reported in the TCR on July 19, 2012, Barnett & Maxwell, P.C.,
in Salt Lake City, Utah, expressed substantial doubt about Geo
Point's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant losses
and negative cash flows from operating activities since inception,
has negative working capital and an accumulated deficit, is in
default on certain debt, and is dependent on additional debt or
equity financing in order to continue its operations.


GEOKINETICS INC: Gates Capital No Longer Owns Shares at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Gates Capital Management, Inc., and its
affiliates disclosed that, as of Dec. 31, 2012, they do not
beneficially own shares of common stock of Geokinetics Inc.
A copy of the filing is available for free at:

                        http://is.gd/FirUNl

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.  These geophysical services include
acquisition of 2D, 3D, time-lapse 4D and multi-component seismic
data surveys, data processing and integrated reservoir geosciences
services for customers in the oil and natural gas industry, which
include national oil companies, major international oil companies
and independent oil and gas exploration and production companies
worldwide.

The Company's balance sheet at Sept. 30, 2012, showed
$415.71 million in total assets, $590.79 million in total
liabilities, $90.72 million in mezzanine equity, and a
$265.80 million total stockholders' deficit.

As reported by the TCR on Feb. 12, 2013, Geokinetics was
commencing a solicitation of votes for its pre-packaged Chapter 11
plan of reorganization from holders of the Company's 9.75% senior
secured notes due 2014, Series B-1 Senior Convertible Preferred
Stock, par value $10.00 per share, and Series C-1 Senior Preferred
Stock, par value $10.00 per share.

                           *     *     *

In the Oct. 5, 2011, edition of the TCR, Moody's Investors Service
downgraded Geokinetics Holdings, Inc.'s (Geokinetics) Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to
Caa2 from B3.

"The downgrade to Caa2 is driven by Geokinetics' lower than
expected margins in its international markets, constrained
liquidity and weak leverage metrics," commented Andrew Brooks,
Moody's Vice-President.  "The negative outlook highlights the
company's continuing tight liquidity and weak financial metrics
even in an improved oil and gas operating environment."

As reported by the TCR on Oct. 3, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings
on Geokinetics Holdings Inc. (Geokinetics) to 'CCC+' from 'B-'.
The rating action reflects uncertainty surrounding the costs,
damage to reputation, and effect on operations following a
liftboat accident in the Southern Gulf of Mexico that led to four
fatalities, including two Geokinetics employees and two
subcontractors.


GLOBAL CASINOS: Restates Financial Statements Filed with SEC
------------------------------------------------------------
Global Casinos, Inc., filed on Feb. 19, 2013, Amendment No. 1 to
its annual report on Form 10-K for the year ended June 30, 2012,
for the purpose of amending and restating the Company's financial
statements and disclosures regarding certain stock purchase
warrants due to GVC Capital LLC who acted as the Company's
placement agent for the sale of certain convertible debt
securities during the quarters ended Dec. 31, 2011, and March 31,
2012.

Management has determined that the placement agent was due
additional common stock purchase warrants as a result of the sales
of 8% Convertible Debt completed Oct. 31, 2011, and Feb, 7, 2012,
in which the placement agent was the primary sales agent.  As a
result, an additional $4,400 and $32,200 of non-cash financing
costs have been recorded for the quarters ended March 31, 2012,
and Dec. 31, 2011, and are reflected in the amended and restated
financial statements and disclosures included in this amended
report.

The Company reported a net loss of $845,271 on $5.2 million of
revenues for fiscal 2012, compared with a net loss of $1.4 million
on $5.5 million of revenues for fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $3.8 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $1.7 million.

A copy of the Form 10-K/A-1 is available at http://is.gd/rzCZ2V

The Form 10-Q/A-1 Amendment for the quarter ended Dec. 31, 2011,
is available at http://is.gd/YTEgev

The Form 10-Q/A-1 Amendment for the quarter ended March 31, 2012,
is available at http://is.gd/FdaYIf

                      About Global Casinos

Boulder, Colo.-based Global Casinos, Inc., and its wholly owned
subsidiaries operate in the domestic gaming industry.

                         *     *     *

As reported in the TCR on Oct 16, 2012, Schumacher & Associates,
Inc., in Denver, Colo., expressed substantial doubt about Global
Casinos' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered significant losses,
and has working capital and stockholders' deficits.


GLOBAL CASINOS: Incurs $252,000 Net Loss in Fiscal 2nd Quarter
--------------------------------------------------------------
Global Casinos, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $251,952 on $1.2 million of revenues for
the three months ended Dec. 31, 2012, compared with a net loss of
$452,271 on $1.2 million of revenues for the prior fiscal period.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $380,528 on $2.5 million of revenues, compared with a net
loss of $526,702 on $2.5 million of revenues for the six months
ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.6 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $1.5 million.

As reported in the TCR on Oct 16, 2012, Schumacher & Associates,
Inc., in Denver, Colo., expressed substantial doubt about Global
Casinos' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered significant losses,
and has working capital and stockholders' deficits.

A copy of the Form 10-Q is available at http://is.gd/n2zuyM

Boulder, Colo.-based Global Casinos, Inc., and its wholly owned
subsidiaries operate in the domestic gaming industry.


GREGORY WOOD: Section 341(a) Meeting Scheduled for April 1
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Gregory Wood
Products, Inc., will be held on April 1, 2013, at 11:00 a.m. at
5-Johnson J Hayes Federal Building.  Creditors have until July 1
to file their proofs of claim.

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

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

                    About Gregory Wood Products

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

The Debtor owns land and building in Woodtech Drive, in Newton,
California, worth $3.28 million, serving as collateral to a
$10.3 million debt.  The Debtor valued its machinery and equipment
at $11.3 million.  David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to
the Debtor.  Judge Laura T. Beyer presides over the case.


GS HOSPITALITY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: GS Hospitality LLC
        3036 Gaywood Court
        San Jose, CA 95148

Bankruptcy Case No.: 13-10393

Chapter 11 Petition Date: February 20, 2013

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

Judge: Stephen V. Callaway

Debtor's Counsel: Ashton DeVan Pardue, Esq.
                  PARDUE LAW FIRM
                  P.O. Box 728
                  Springfield, LA 70462
                  Tel: (225) 294-2120
                  Fax: (225) 294-4002
                  E-mail: adpardue@parduelawfirm.net

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

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

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

The petition was signed by Jagtar Otal, managing partner.


H&S JOURNAL: Chapter 11 Reorganization Case Dismissed
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
dismissed the Chapter 11 case of H&S Journal Square Associates
LLC.  The Debtor, in its motion for case dismissal, stated that it
has completed the sale of its Jersey City real property and
satisfied its secured debt, leaving approximately $1,073,404
available for distribution to holders of administrative expenses
and unsecured claims, primarily Gregory Messer, as the Lot Stores
Operating Trustee.

                         About H&S Journal

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC is the owner of a property at 912-921 Bergen Avenue, Jersey
City, New Jersey, the mortgage of which is held by CA 912-924
Bergen Avenue LLC, as successor to Oritani Savings Bank.  The
Property consists of 59,500 square feet in three contiguous,
3 story mixed-use buildings occupying an entire block front in the
heart of Journal Square, a busy commercial and transportation hub
in Jersey City.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11623) on April 6, 2011.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, in New York,
represents the Debtor.  The Debtor disclosed $20,799,032 in
assets, and $18,944,510 in debts.

In September, H&S Journal filed with the U.S. Bankruptcy Court for
the Southern District of New York a plan of reorganization and an
explanatory disclosure statement.  The Plan contemplates the sale
of the Debtor's property.  The Debtor believes the sale will
generate sufficient proceeds to pay creditors in full, or at least
provides the opportunity for full payment depending on the
ultimate sale price.


HANESBRANDS INC: Deleveraging Prompts Moody's to Raise CFR to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded Hanesbrands Inc.'s Corporate
Family Rating to Ba2 from Ba3. The company's Speculative Grade
Liquidity rating was affirmed at SGL-2. The rating outlook is
positive. The rating actions conclude the review for upgrade that
commenced on December 7, 2012.

The following ratings, previously under review for possible
upgrade, were upgraded and LGD assessments amended:

  Corporate Family Rating to Ba2 from Ba3

  Probability of Default Rating to Ba2-PD from Ba3-PD

  $600 million senior secured revolver due 2017 to Baa2 (LGD 1,
  8%) from Baa3 (LGD 1, 6%)

  $1 billion senior unsecured notes due 2020 to Ba3 (LGD 4, 61%)
  from B1 (LGD 4, 60%)

  $250 million senior unsecured notes due 2016 to Ba3 (LGD 4,
  61%) from B1 (LGD 4, 60%)

The following rating was affirmed:

  Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale:

The upgrade of Hanesbrands' Corporate Family Rating reflects the
company's meaningful deleveraging over the course of 2012, with
gross debt reduced by more than $500 million. The upgrade also
reflects the company's positive trends in operating performance in
the second half of 2012, primarily reflecting improved gross
margins as the company realized the benefits of lower cotton
costs, evidenced by a 660 basis point improvement in operating
margins in the fourth quarter of 2012. Debt/EBITDA (incorporating
Moody's standard analytical adjustments) stood at 3.9 times as of
the end of 2012, and Moody's expects metrics will improve further
over the course of 2013.

The positive rating outlook reflects expectations that Hanesbrands
will make further progress in reducing debt levels and improving
operating margins over the course of 2013. The positive rating
outlook also incorporates the company's expected balanced
financial policies evidenced by its articulation of a long-term
debt/EBITDA target range of 1.5-2.5 times.

Hanesbrands Ba2 Corporate Family Rating reflects the company's
significant scale in the global apparel industry with revenues
exceeding $4.5 billion as well as its ownership of the "Hanes"
brand which has a leading share in the innerwear product category.
The rating also reflects the company's moderate financial leverage
with debt/EBITDA of 3.9 times as of FYE 2012. The ratings are
constrained by the company's significant customer concentration,
with its three largest customers accounting for more than 50% of
sales, and the company's exposure to volatile input costs which
can impact earnings and cash flows.

Ratings could be upgraded if the company is able to demonstrate
sustained double-digit operating margins over the next 12 to 18
months while further deleveraging. Quantitatively, ratings could
be upgraded if debt/EBITDA was sustained below 3.25 times and
interest coverage (EBITA/interest expense) approached the mid
three times range.

In view of the positive outlook, ratings are unlikely to be
downgraded in the near term. Ratings could be downgraded if
continuing sales erode, evidencing market share erosion, or
operating margins were pressured such that reported operating
margins were sustained below 9%. Quantitatively ratings could be
downgraded if debt/EBITDA was sustained above 4.25 times or
EBITA/interest expense approached 2 times. The rating outlook
could be stabilized if debt/EBITDA was expected to be sustained in
the high three times range or interest coverage was sustained in
the high two times range.

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

Headquartered in Winston-Salem, NC, Hanesbrands is a manufacturer
and distributor of basic apparel products under brands that
include Hanes, Champion, Playtex, Bali, L'Eggs and Just My Size.
Total revenues exceed $4.5 billion.


HOST HOTELS: S&P Raises Corp. Credit Rating to BB, Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Bethesda, Md.-based Host Hotels & Resorts Inc. to 'BB'
from 'BB-'.  The rating outlook is stable.

S&P also raised its issue-level rating on subsidiary Host Hotels &
Resorts L.P.'s senior unsecured debt to 'BBB-' from 'BB+',
reflecting the upgrade of the corporate credit rating.  S&P's
recovery rating on this debt remains '1', indicating its
expectation for very high (90% to 100%) recovery for lenders in
the event of a payment default.

The company's existing senior notes and debentures indentures have
released former subsidiary guarantees and stock pledges under
provisions in the indentures that require the same guarantees and
collateral provided to the revolving credit facility.
Effectively, the existing senior notes are currently unsecured.
However, if Host's leverage ratio exceeds 6x for two consecutive
fiscal quarters at a time when Host does not have an investment-
grade, long-term unsecured debt rating, the subsidiary guarantees
and equity pledges will spring back into place in Host's revolver
and notes indentures.  S&P's simulated default scenario for Host
incorporates the assumption that the company's leverage ratio will
be above 6x and the notes would be secured at that time.

"The upgrade reflects our expectation that Host's credit measures
will improve in 2013 to levels that represent a cushion compared
with thresholds we believe are in line with a 'BB' corporate
credit rating.  We expect that total lease-adjusted debt to EBITDA
will likely improve to the mid-4x area and FFO to total lease
adjusted debt would improve to above 15% at the end of 2013.  This
and the company's reliance on external sources of capital for
growth as a real estate investment trust (REIT) are the basis of
our assessment of the company's financial risk profile as
"aggressive," according to our criteria.  These credit measures
include Host's pro rata share of joint venture debt and EBITDA.
We believe continued revenue per available room (RevPAR) growth in
the U.S. lodging industry in 2013, and Host's relatively prudent
use of equity capital to expand its hotel portfolio will enable it
to improve credit metrics over time.  In addition, these credit
measures represent a cushion relative to our thresholds at the
current rating.  These thresholds are total adjusted debt to
EBITDA under 5.5x and funds from operations (FFO) to total debt
above 15% on average," S&P said.


HOSTESS BRANDS: Plan Filing Period Extended Until March 20 Hearing
------------------------------------------------------------------
The Bankruptcy Court has entered a bridge order extending Hostess
Brands Inc., et al.'s exclusive period to file a Chapter 11 Plan
through the date of the next regularly scheduled hearing on
March 20.  The Debtors are seeking a final extension of their
exclusive filing period through July 11, 2013, and their exclusive
solicitation period through Sept. 13, 2013.

According to papers filed with the Court, the Debtors are now
pursuing an orderly wind-down of their businesses and the sale of
substantially all of their assets in Chapter 11.  The Debtors'
current exclusive filing period is set to expire before the
auctions for the five major sales currently before the Court will
be conducted and the proceeds from such sales will be determined,
thus the need for this extension of the exclusive periods.

For the Beefsteak(R) Brand and the Bread Business, the auction
date will be Feb. 28, 2013, with approval hearings to take place
on March 19, 2013.  For the Cake Brands, the auction will be
March 13, 2013, with a sale hearing on March 19, 2013.  For the
Drake's(R) Brand and the Northwest Bakeries Business, auctions
will be March 15, 2013, with sale hearings on April 9, 2013.

                      About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down.  Employee headcount is expected to
decrease by 94% within the first 16 weeks of the wind down.  The
entire process was expected to be completed in one year.


HUSTAD REAL ESTATE: Updated Case Summary & Creditors' Lists
-----------------------------------------------------------
Lead Debtor: Hustad Real Estate Company
               fka Hustad Land Company
             10470 Whitetail Crossing
             Eden Prairie, MN 55347

Bankruptcy Case No.: 13-40786

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                           Case No.
     ------                           --------
Hustad Investments, LP                13-40788
  fka Hustad Family Investments, LP
Hustad Investment Corporation         13-40789
  fdba The Bluffs Company
  fka Hustad Investments, Inc.

Chapter 11 Petition Date: February 20, 2013

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Kathleen H. Sanberg

Debtors' Counsel: Michael L. Meyer, Esq.
                  RAVICH MEYER KIRKMAN MCGRATH NAUMAN
                  4545 IDS Center
                  80 South Eighth St.
                  Mineapolis, MN 55402
                  Tel: (612) 317-4745
                  E-mail: mlmeyer@ravichmeyer.com

                             Assets            Liabilities
                             ------            -----------
Hustad Investments, LP    $10,000,001 to      $50,000,000 to
                           $50,000,000         $100,000,000

Hustad Real Estate        $1,000,001 to       $10,000,001 to
                           $10,000,000         $50,000,000

Hustad Investment Corp.    $1,000,001 to      $10,000,001 to
                            $10,000,000        $50,000,000

The petitions were signed by Elisabeth R. Hustad, president and
CEO.

A. Hustad Investments LP' List of Its nine Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hustad Real Estate                 Loan               $891,877
Company
10470 Whitetail Crossing
Eden Prairie, MN 55347

Hustad Investment                  Loan               $652,654
Corporation
10470 Whitetail Crossing
Eden Prairie, MN 55347

Fredrikson & Byron                 Legal Services     $85,276
200 S Sixth St, Ste 4000
Minneapolis, MN 55402

Law Offices of Jay F. Cook         Legal Services     $15,093

Elisabeth Hustad                   Reimbursement      $3,750

City of Maple Grove                Services           $2,600

Anderson ZurMuehlen, CPAs          Services           $2,342

RLK Incorporated                   Services           $1,402

Dorsey & Whitney                   Legal Services     $395

B. Hustad Real Estate's List of Its 17 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
BMO Harris Bank N.A.               Bank Loan          $12,361,212
Attn. Dan Falstad
651 Nicollet Mall, Ste 410
Minneapolis, MN 55402

Hustad Investment                  Loan               $3,897,990
Corporation
10470 Whitetail Crossing
Eden Prairie, MN 55347

Estate of Wallace H. Hustad        Loan               $306,063
10470 Whitetail Crossing
Eden Prairie, MN 55347

Elisabeth R. Hustad                Deferred Salary    $135,288

Fredrickson & Byron                Legal Services     $85,276

Ruth K. Hustad                     Salary             $10,800

Kristen Kuelbs                     Salary             $7,000

Anderson ZurMuehlen, CPAs          Services           $3,567

Blue Cross/Blue Shield             Insurance Prem     $2,656

Mytech Partners                    Services           $1,774

POPP.com                           Services           $731

West Bend Mutual Insurance         Insurance Prem     $589

GE Capital                         Lease              $434

Century Link                       Service provider   $257

Law Offices of Jay F. Cook         Legal services     $187

Twist Office Products              Services           $67

City of Eden Prairie               Storm Drainage     $37

C. Hustad Investment Corp.'s List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
BMO Harris Bank N.A.               Bank Loan          $12,361,212
Attn. Dan Falstad
651 Nicollet Mall, Ste 410
Minneapolis, MN 55402

Estate of Wallace H. Hustad        Loan               $1,000,000
10470 Whiteail Crossing
Eden Prairie, MN 55347

Trek Development                   Deferred Fees      $114,700
10470 Whitetail Crossing
Eden Prairie, MN 55347

Fredrikson & Byron PA              Legal Services     $85,276

Anthony Ostlund Baer &             Legal Services     $77,152
Louwagie PA

Bassford Remele, PA                Legal Services     $45,885

Hustad, Elisabeth                  Loan               $20,365

Fruth Jamison & Elsass PLLC        Legal Services     $15,563

Ruth K. Hustad                     Loan               $15,043

Skolnick & Shiff, PA               Legal Services     $11,630

Anderson ZurMuehlen, CPAs          Services           $11,211

Law Offices of Jay F. Cook         Legal Services     $6,906

Wentzell Law Offices PLLC          Legal Settlement   $6,000

Merrill Corporation                Services           $4,878

Holstein Law Group                 Legal Services     $4,462

Holland & Hart LLP                 Legal Services     $3,881

Seeland, Susan                     Tax Obligation     $3,850

Dorsey & Whitney                   Legal Services     $3,260

Montana Dept of Enviro Quality     Permit Fee         $2,067

Lawco                              Services           $100


IBIO INC: Incurs $1.1-Mil. Net Loss in Fiscal 2nd Quarter
---------------------------------------------------------
iBio, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $1.1 million on $0 revenues for the three months ended
Dec. 31, 2012, compared with a net loss of $1.6 million on
$233,832 of revenues for the prior fiscal period.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $3.1 million on $390,186 of revenues, compared with a net
loss of $1.2 million on 4554,180 of revenues for the six months
ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $6.8 million
in total assets, $3.1 million in total liabilities, and
stockholder's equity of $3.7 million.

"Since its spinoff from Integrated BioPharma Inc., in August 2008,
the Company has incurred significant losses and negative cash
flows from operations.  As of Dec. 31, 2012 the Company's
accumulated deficit was approximately $34,460,000 and it had cash
used in operating activities of approximately $2,694,000 and
$2,012,000 for the six months ended Dec. 31, 2012, and 2011,
respectively."

A copy of the Form 10-Q is available at http://is.gd/WN19hq

                          About iBio Inc.

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

                           *     *     *

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


INFINITY ENERGY: Amegy Bank Holds 17% Equity Stake at Feb. 28
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Amegy Bank National Association disclosed that, as of
Feb. 28, 2012, it beneficially owns 4,000,000 shares of common
stock of Infinity Energy Resources, Inc., representing 17.6% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/LC1Swq

                        About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Following the 2011 results, Ehrhardt Keefe Steiner & Hottman PC,
in Denver, Colorado, noted that the Company has suffered recurring
losses and has a significant working capital deficit, which raises
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $3.53 million in 2011, compared
with a net loss of $3.77 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $4.44
million in total assets, $6.61 million in total liabilities,
$12.13 million in redeemable, convertible preferred stock, and a
$14.30 million total stockholders' deficit.


INFRAX SYSTEMS: Incurs $562,000 Net Loss in Second Quarter
----------------------------------------------------------
Infrax Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $561,536 on $17,201 of revenues for the
three months ended Dec. 31, 2012, compared with a net loss of
$683,167 on $110,749 of revenues for the prior fiscal period.

For the six months ended Dec. 31, 2012, the Company reported a net
loss of $1.1 million on $48,184 of revenues, compared with a net
loss of $2.0 million on $315,724 of revenues for the six months
ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.6 million
in total assets, $3.2 million in total liabilities, and
stockholders' equity of $1.4 million.

As of Dec. 31, 2012, the Company has a working capital deficit and
has incurred a loss from operations and recurring losses since its
inception resulting in a significant accumulated deficit.  As of
Dec. 31, 2012, the Company had negative working capital of
approximately $2.0 million and approximately $0 in cash with which
to satisfy any future cash requirements.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.:

A copy of the Form 10-Q is available at http://is.gd/JgO5pE

St. Petersburg, Fla.-based Infrax Systems, Inc., engages in the
design, development, systems integration, and manufacture of
turnkey secure solutions for the utility industry.


INFUSYSTEM HOLDINGS: Global Undervalued Holds 9% Stake at Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Global Undervalued Securities Master Fund,
L.P., and its affiliates disclosed that, as of Dec. 31, 2012, they
beneficially own 2,000,000 shares of common stock of InfuSystem
Holdings, Inc., representing 9.2% of the shares outstanding.
Global Undervalued previously reported beneficial ownership of
1,861,480 common shares or a 8.7% equity stake as of April 27,
2012.  A copy of the amended filing is available at:

                        http://is.gd/fZGJgi

                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $74.02
million in total assets, $34.68 million in total liabilities and
$39.33 million in total stockholders' equity.


INFUSYSTEM HOLDINGS: Greenwood Holds 9% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Greenwood Investments, Inc., and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 2,164,223 shares of common stock of Infusystem Holdings, Inc.,
representing 9.8% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/t9RPo4

                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $74.02
million in total assets, $34.68 million in total liabilities and
$39.33 million in total stockholders' equity.


JERRY MCGUIRE: Fed. Cir. Rejects Claim v. Indian Affairs Bureau
---------------------------------------------------------------
Jerry McGuire leased a plot of farmland in Arizona from the
Colorado River Indian Tribes with the approval of the Bureau of
Indian Affairs.  He filed a Fifth Amendment regulatory takings
claim after the BIA removed a bridge that he used to access
portions of the leased property.  Mr. McGuire does not claim that
removal of the bridge was itself a taking, but rather that the
BIA's alleged refusal to authorize replacement of the bridge was a
taking of his property rights.  After trial the Court of Federal
Claims denied Mr. McGuire's regulatory takings claim.  Mr. McGuire
appeals.

"McGuire has failed to demonstrate that his suit is ripe for
adjudication. Even assuming that McGuire's claim is ripe, McGuire
has failed to demonstrate that he had a cognizable property
interest that would support a regulatory takings claim," the U.S.
Court of Appeals, Federal Circuit, said in a Feb. 20 decision
available at http://is.gd/6HK8Xufrom Leagle.com.

The appellate case is, JERRY McGUIRE, Plaintiff-Appellant, v.
UNITED STATES, Defendant-Appellee, No. 2012-5073 (Fed. Cir.).

David A. Domina, Esq., at Domina Law Group PC, LLC, in Omaha,
Nebraska, argued for Mr. McGuire.

Mr. McGuire filed for Chapter 11 bankruptcy relief in the U.S.
District Court for the District of Arizona on June 15, 2001.


JOURNAL REGISTER: Union Objections Stall $122-Mil. Sale
-------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that newspaper group
Journal Register Co. on Thursday postponed a hearing for its $122
million sale to its stalking horse bidder, a unit of hedge fund
Alden Global Capital LLC, saying it has received limited
objections from newspaper unions that it wants to iron out.

The report related that attorneys for JRC and for buyer 21st CMH
Acquisition Co. told U.S. Bankruptcy Judge Stuart M. Bernstein at
a hearing Thursday that more time was needed to resolve concerns
brought by the Community Workers of America and a representative
of a multiple-employer union.

Journal Register halted a scheduled bankruptcy auction due to lack
of interest and is selling the business for $122 million to the
stalking-horse bidder, a unit of hedge fund Alden Global Capital
LLC.

                      About Journal Register

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

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

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

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

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

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

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

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

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


JUMP OIL: Section 341(a) Meeting Scheduled for March 22
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of Jump Oil Company
will be held on March 22, 2013, at 10:30 a.m. at Conference Room
US Trustee, Ste 6.353.

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

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



                       About Jump Oil Company

Jump Oil owns 42 parcels of real property throughout the state of
Missouri, on which gas and service stations are operated by
various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.  The Debtor on the petition date
filed applications to employ Goldstein & Pressman, P.C. as
counsel; HNWC as financial consultants; Matrix Private Equities,
Inc. as financial advisor; Mariea Sigmund & Browning, LLC as
special counsel; and Wolff & Taylor, PC as accountants.  The
Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station is owed $17.9 million secured by a perfected security
interest and liens 37 of the gas stations.  CRE Venture 2011-1,
LLC is owed $716,000 allegedly secured by three of the Debtor's
sites.  Lindell Bank is owed $347,000 allegedly secured by
interest in two of the Debtor's sites.  The formal schedules of
assets and liabilities are due Feb. 28, 2013.


KINSHABA GAMING: H. Takahama Stake at 5.5% as of Feb. 14
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hirosuke Takahama disclosed that, as of Feb. 14, 2013,
he beneficially owns 678,290 shares of common stock of
Kinbasha Gaming International, Inc., representing 5.5% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/D9Ry6a

                      About Kinbasha Gaming

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

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

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

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


LAS VEGAS RAILWAY: Incurs $2.3-Mil. Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
Las Vegas Railway Express, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $2.3 million for the three
months ended Dec. 31, 2012, compared with a net loss of $510,804
for the three months ended Dec. 31, 2011.  Net loss from
discontinued operations was $3,741 for the three months ending
Dec. 31, 2012, compared to income from discontinued operations of
$1,112 for the three months ending Dec. 31, 2011.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of $3.7 million, compared with a net loss $1.3 million
for the nine months ended Dec. 31, 2011.  Net income from
discontinued operations was $476,766 for the nine months ending
Dec. 31, 2012, compared to $1,531 for the nine months ending
Dec. 31, 2011.

The Company has no operating revenues and is currently dependent
on financing and sale of stock to fund operations.

The Company's balance sheet at Dec. 31, 2012, showed $2.2 million
in total assets, $700,685 in total liabilities, and stockholders'
equity of $1.5 million.

The Company said in the regulatory filing: "As shown in the
accompanying financial statements, the Company had a net loss of
$3,664,050 for the nine months ended Dec. 31, 2012, and an
accumulated deficit of $15,473,582 through Dec. 31, 2012.
Although a substantial portion of the Company's cumulative net
loss is attributable to lack of revenue, management believes that
it will need additional equity or debt financing to implement the
business plan.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/xfC1TU

                      About Las Vegas Railway

Las Vegas, Nev.-based Las Vegas Railway Express, Inc., is a
Delaware corporation whose business plan is to establish a rail
passenger train service between Las Vegas and Los Angeles using
existing railroad lines currently utilized by two Class I
railroads, Burlington Northern and Union Pacific.

                           *     *     *

Hamilton, PC's report on Las Vegas Railway's financial statements
for the fiscal year ended March 31, 2012, contained an explanatory
paragraph stating that the Company's recurring losses from
operations raises substantial doubt about its ability to continue
as a going concern.


LEHMAN BROTHERS: Recovery From ADR Settlements Reach $1.39 Billion
------------------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman's legal counsel, filed a 39th
status report on the settlement of claims it negotiated through
the alternative dispute resolution process.

The status report noted that Lehman served one ADR notice,
bringing the total number of notices served to 282.

Lehman also reached settlement with counterparties in four
additional ADR matters, two as a result of mediation.  Upon
closing of those settlements, the company will recover a total of
$1,389,963,556.  Settlements have now been reached in 242 ADR
matters involving 335 counterparties.

As of February 13, 93 of the 98 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only five mediations were terminated without settlement.

Five more mediations are scheduled to be conducted for the period
March 8 to April 17, 2013.

                    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: Inks Deal With LBREP on Claim Reserve
------------------------------------------------------
Lehman Brothers Holdings Inc. and LBREP Lakeside SC Master I LLC
agreed to slash the $280 million reserve that was established for
LBREP's claims.

Under the deal, both sides agreed to reduce the amount to
$20 million.  The balance will be released from any reserve
established pursuant to Lehman's $65 billion payout plan and
considered "available cash."

The deal is formalized in a six-page agreement, which is
available for free at http://is.gd/qcAyTe

King & Spalding LLP, Lehman's legal counsel, was slated to present
the agreement to Judge James Peck for signature on February 20.
Objections were due February 19.

                    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: Gerson to Pay $402,000 to LBI Trustee
------------------------------------------------------
Lehman Brothers Inc.'s trustee and Gerson Lehrman Group Inc.
signed an agreement to settle a demand for repayment of
transferred funds.

The agreement, which Judge James Peck approved on February 5,
requires Gerson Lehrman to pay $401,822 to the Lehman trustee as
settlement.  The agreement is available for free at
http://is.gd/RKlUCA

                    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.


LIBERTY MEDICAL: Meeting to Form Creditors' Panel Set for Feb. 28
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Feb. 28, 2013, at 11:00 a.m. in
the bankruptcy case of ATLS Acquisition LLC, et al.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 2112
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-10262) on Feb. 15, 2013, just less than three
months after a management buy-out and amid a notice by the lender
who financed the transaction that it's exercising an option to
acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors filed applications to employ Greenberg Traurig, LLP as
counsel; Ernst & Young LLP to provide investment banking advice;
and Epiq Bankruptcy Solutions, LLC as claims and noticing agent
for the Clerk of the Bankruptcy Court.


LOS GATOS: Has Green Light to Hire Environmental Consultants
------------------------------------------------------------
Los Gatos Hotel Corporation sought and obtained approval from the
Bankruptcy Court to employ Environmental Service by Papineau and
R. Mark Armstrong as its environmental consultants.

The Debtors' Revised Second Amended Chapter 11 Plan of
Reorganization dated Aug. 31, 2012, provides for the sale of
substantially all of the Debtors' assets to Greystone Hotels, with
the proceeds of the sale going to creditors.  Before the sale can
go forward, the Debtor must obtain certain environmental
clearances.

Accordingly, the Debtor has tapped ESP and Armstrong to provide
these services:

   a. prepare a Work Plan for Soil and Groundwater Investigation;

   b. conduct field work to drill two exploratory borings and
      install, develop, gauge and sample monitoring wells; and

   c. prepare a SWI report and a Groundwater Monitoring report.

The budgeted cost of the consultants' services is $33,450, of
which $8,800 will be paid to ESP and $2,400 will be paid to
Armstrong.  In addition, both ESP and Mr. Armstrong will be
reimbursed up to $600 for actual expenses.  The remaining $21,650
will be paid to independent vendors and other service providers.

The Debtor attests that the consultants are "disinterested" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Calif. Case No. 10-63135).  The
Debtor disclosed $17,191,277 in assets and $12,896,468 in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on September
10, 2009 (Bankr. N.D. Calif. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


LTV STEEL: 6th Cir. Vacates Allocation Pact on 6 Railway Entities
-----------------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit, voting 2-1,
vacated a lower court order enforcing a settlement agreement
involving defunct railway subsidiaries of LTV Steel Company Inc.
The Sixth Circuit held that the federal district court failed to
conduct an evidentiary hearing on the factual disputes surrounding
the purported settlement agreement.

In its ruling last week, the Sixth Circuit remanded the case for
an evidentiary hearing.

U.S. Bank Trust, the indenture trustee for the holders of the
11.75% Senior Notes Due 2009 issued by LTV, took the appeal.

The affiliates -- Cuyahoga Valley Railway Company; River Terminal
Railway Company; Aliquippa & Southern Railroad Company; Chicago
Shortline Railway Company; and Monongahela Connecting Railroad
Company -- formerly operated as railroads in Ohio, Pennsylvania,
or Illinois.  Each was wholly owned by LTV Steel.  On Dec. 29,
2000, LTV and 48 of its affiliates (not including the Railway
Entities -- filed Chapter 11 bankruptcy petitions.  In the course
of its bankruptcy, LTV abandoned its interests in the Railway
Entities.

In its Abandonment Motion filed in the U.S. Bankruptcy Court for
the Northern District of Ohio, LTV represented that the Railway
Entities only held assets of roughly $12 million in cash.  The
Railway Entities are no longer operating railroads and are in the
process of winding up their affairs.

As a result of LTV's bankruptcy, U.S. Bank alleged a claim against
the Railway Entities in the approximate amount of $516,820,153.
Other defendants/claimants include the United Mine Workers of
America Combined Benefit Fund Trustees, Pension Benefit Guaranty
Corporation, National Union Fire Insurance Company of Pittsburgh
PA, and HSBC Bank USA, National Association, as Indenture Trustee.

The Railway Entities currently possess roughly $11 million in
cash.  Recognizing the relatively small amount available to
satisfy the unpaid claims, all parties (excluding National Union
which intervened in mid-2010) engaged in protracted, detailed
settlement discussions beginning in 2005.  In November 2008, after
extensive negotiations, the parties agreed upon the allocation of,
at that time, $12.3 million in Liquidation Proceeds, and they
reduced that agreement to writing.  The Railway Entities were then
to file an interpleader complaint, after which the parties would
present a finalized settlement agreement to the District Court.

The record is devoid of evidence, however, of any further progress
until May 2010.  At that time, the November 2008 agreement was
modified to reflect National Union's claim for the Liquidation
Proceeds, to reduce the amount of Liquidation Proceeds available
for distribution to $12 million, and to include other non-material
alterations.

Additionally, U.S. Bank circulated for review and comment a draft
motion that it intended to file in the Bankruptcy Court.  This
motion referenced the parties' proposed distribution of the
Liquidation Proceeds.

On July 5, 2010, counsel for UMWA sent an email to all counsel
involved in the matter and, in part, stated, "I need to know from
each of you point blank whether you contemplate some other action
than what we have discussed, presentation of the signed settlement
agreement within a short time after filing the interpleader
complaint."

The following day, counsel for U.S. Bank stated, ". . . as of the
present date, my client has expressed no change (sic) its original
intention to settle this matter on the terms agreed to a number of
years ago."

Three days later, on July 9, 2010, U.S. Bank filed a status report
in the Bankruptcy Court stating, in part, that: [O]nce the
respective right and priorities of the unsecured creditors in and
to the . .. liquidation proceeds have been established and the
terms of a proposed settlement and release (the "Settlement
Agreement") agreed upon, the Distribution Trust will apply to the
Bankruptcy Court for approval of the Settlement Agreement and the
pro rata distribution thereunder of the . . . liquidation
proceeds.

One week later, the Railway Entities filed their interpleader
complaint in the District Court.  On Oct. 28, 2010, U.S. Bank
filed an Amended Answer and Counterclaim, containing a demand for
a full accounting from the Railway Entities of the Liquidation
Proceeds.

While the remaining parties were filing their responsive
pleadings, counsel for the parties were also exchanging emails
about how best to proceed to the resolution of this matter.  On
Nov. 19, 2010, counsel for the Railway Entities emailed all the
parties stating: "It is my understanding that we want to present
the settlement agreement to the court at the case management
conference. Are we presenting it as a consent judgment?"  On
Dec. 1, 2010, counsel for HSBC responded, "I believe the intention
was to present the settlement agreement[,] . . .[but] it would be
desirable that the accounting piece be resolved so that it will
not have to be raised at the status conference."

Additionally, counsel for PBGC sent an email to the Railway
Entities' counsel on Dec. 21, 2010, agreeing that the accounting
should be considered when scheduling a case management conference
with the District Court.  On Dec. 28, 2010, co-counsel for HSBC
sent a follow-up email to the Railway Entities' counsel requesting
a status update on the "accounting requested by a number of the
parties."  Shortly thereafter, the Railway Entities' counsel
responded that he "expect[ed] to be able to provide documentation
by the end of next week or beginning of the following week."

On Jan. 17, 2011, the Railway Entities' counsel sent account
statements for 2007-2010 to all counsel.  In response, counsel for
HSBC stated that HSBC would need a specific certificate "before we
can agree the accounting request is satisfied."  Additionally,
counsel stated, "[u]ntil we have such a certificate, we are
reluctant to sign on to the motion for a status conference since
we would not want the court to have the conference before we are
all comfortable on the accounting issue."

On Feb. 4, 2011, counsel for U.S. Bank sent an email to counsel
for HSBC expressing that he did not favor a status conference
until he had "full possession of the facts."  On April 25, 2011,
the Railway Entities' counsel sent an email to all parties
forwarding "the latest version of the Settlement Agreement and
Release" in anticipation of the case management conference with
the District Court.

In response, U.S. Bank's counsel stated: While U.S. Bank is in
full agreement with the proposed division of [] proceeds held in
trust for the benefit of the respective parties defendant, U.S.
Bank cannot agree at this time to the release of the [Appellees],
their officers, directors, attorneys, agents, and representatives,
et al. until further discovery is undertaken.

The following day, the District Court conducted a telephonic Case
Management Conference wherein each of the parties was represented.
The District Court continued the Case Management Conference until
May 3, 2011, to give the parties time to discuss how to proceed.
At the May 3, 2011 conference, U.S. Bank reiterated its desire to
conduct discovery, but the other parties indicated their desire
for an early resolution.  The Railway Entities indicated that they
would not resolve the case without all parties involved, but,
rather, indicated their preference to file a motion to enforce
settlement.

On June 6, 2011, the Railway Entities filed a motion to enforce
the settlement agreement.  U.S. Bank filed a response in
opposition on July 5, 2011, and the Railway Entities filed a reply
in support of their motion shortly thereafter.  On Feb. 8, 2012,
the District Court, without holding an evidentiary hearing,
entered an order enforcing the settlement agreement. U.S. Bank
timely appealed the District Court's order enforcing the
settlement agreement.  The remaining defendants/claimants did not
oppose the Railway Entities' motion to enforce the settlement.

The case before the Appeals Court is, CUYAHOGA VALLEY RAILWAY
COMPANY; RIVER TERMINAL RAILWAY COMPANY; ALIQUIPPA & SOUTHERN
RAILROAD COMPANY; CHICAGO SHORTLINE RAILWAY COMPANY; MONONGAHELA
CONNECTING RAILROAD COMPANY, Plaintiffs-Appellees, v. U.S. BANK
TRUST NATIONAL ASSOCIATION, Defendant-Appellant, and UNITED MINE
WORKERS OF AMERICA COMBINED BENEFIT FUND TRUSTEES; PENSION BENEFIT
GUARANTY CORPORATION; NATIONAL UNION FIRE INSURANCE COMPANY OF
PITTSBURGH PA; HSBC BANK USA, NATIONAL ASSOCIATION, AS INDENTURE
TRUSTEE, Defendants, No. 12-3215 (6th Cir.).

The Honorable William O. Bertelsman, U.S. District Judge for the
Eastern District of Kentucky, sitting by designation, wrote the
Feb. 20 opinion available at http://is.gd/gUxIErfrom Leagle.com.

Circuit Judge Karen N. Moore agreed.

Circuit Judge Cook dissented.  He said he would affirm the
judgment of the district court enforcing the settlement consistent
with the reasoning of its Feb. 8, 2012 opinion that meets each of
U.S. Bank's arguments for reversal.

                    About The LTV Corporation

Headquartered in Cleveland, Ohio, The LTV Corp. operated as a
domestic integrated steel producer.  The Company along with 48
subsidiaries filed for Chapter 11 protection on Dec. 29, 2000
(Bankr. N.D. Ohio, Case No. 00-43866).  On Aug. 31, 2001, the
Company disclosed $4,853,100,000 in total assets and
$4,823,200,000 in total liabilities.

By order dated Feb. 28, 2002, the Court approved the sale of
substantially all of the Debtors' integrated steel assets to WLR
Acquisition Corp. n/k/a International Steel Group, Inc., for
roughly $80 million, plus assumption of certain environmental and
other obligations.  ISG also purchased inventories which were
located at the integrated steel facilities for $52 million.  The
sale of the Debtors' integrated steel assets to ISG closed in
April 2002, and a second closing related to the purchase of the
inventory occurred in May 2002.

On Dec. 31, 2002, substantially all of the assets of the Pipe
and Conduit Business, consisting of LTV Tubular Company, a
division of LTV Steel Company, Inc., and Georgia Tubing
Corporation, were sold to Maverick Tube Corporation for cash of
roughly $120 million plus the assumption of certain environmental
and other obligations.

On Oct. 16, 2002, the Debtors announced that they intended to
reorganize the Copperweld Business as a stand-alone business.  The
LTV Corporation no longer exercised any control over the business
or affairs of the Copperweld Business.  A separate plan of
reorganization was developed for the Copperweld Business.  On
Aug. 5, 2003, the Copperweld Business filed a disclosure statement
for the Joint Plan of Reorganization of Copperweld Corporation and
certain of its debtor affiliates.  On Oct. 8, 2003, the Court
approved the Second Amended Disclosure Statement.  On Nov. 17,
2003, the Court confirmed the Second Amended Joint Plan, as
modified, and on Dec. 17, 2003, the Plan became effective and the
common stock was canceled.  Because LTV received no distributions
under the Second Amended Plan, its equity in the Copperweld
Business is worthless and has been canceled.

In November 2002, the Debtors paid the DIP Lenders the remaining
balance due for outstanding loans and in December 2002, the
remaining letters of credit were canceled or cash collateralized.
Consequently, the Debtors have no remaining obligation to the DIP
Lenders.  Pursuant to a February 2003 Court order, LTV Steel
continued the orderly liquidation and wind down of its businesses.

On Oct. 8, 2003, the Court entered an Order substantively
consolidating the Chapter 11 estates of LTV Steel and Georgia
Tubing Corporation for all purposes.

In November and December 2003, approximately $91.9 million was
distributed by LTV Steel to other Debtors pursuant to an
Intercompany Settlement Agreement that was approved by the Court
on Nov. 17, 2003.  On Dec. 23, 2003, the Court authorized LTV
Steel and Georgia Tubing to make distributions to their
administrative creditors and, after the final distribution, to
dismiss their Chapter 11 cases and dissolve.

On March 31, 2005, the Court entered an order that among other
things: (a) approved a distribution and dismissal plan for LTV
and certain other debtors; (b) authorized The LTV Corporation
and LTV Steel to take any and all actions that are necessary or
appropriate to implement the distribution and dismissal plan;
(c) established March 31, 2005, as the record date for identifying
shareholders of LTV that are entitled to any and all shareholder
rights with respect to the distribution and dismissal plan and the
eventual dissolution of LTV; and (d) authorized The LTV
Corporation to establish and fund a reserve account for the
conduct of post-dismissal activities and the payment of post-
dismissal claims.

LTV is in the process of liquidating, and its stock is worthless.

On March 28, 2007, the Official Committee of Administrative
Claimants filed a motion with the Court requesting an order to
approve the appointment of a Chapter 11 trustee.  On April 11,
2007, April 12, 2007, and May 1, 2007, certain of LTV's former
officers and directors filed motions to convert the case to
Chapter 7.  On June 28, 2007, the ACC filed a motion to withdraw
the Chapter 11 Trustee Motion; the Court granted the ACC's
withdrawal motion on Aug. 1, 2007.  An evidentiary hearing on the
Chapter 7 Trustee Motion was held in August 2007.  The Court has
not yet issued its order.


MARSICO HOLDINGS: Moody's Withdraws 'Caa3' Rating on Senior Debt
----------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa3 Corporate Family
rating and Caa3 rating on the Senior Secured Bank Credit Facility
of Marsico Holdings, LLC.

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.


MASTEC INC: Strong Performance Cues Moody's to Raise CFR to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded MasTec, Inc.'s corporate family
rating to Ba2 from Ba3 and the probability of default rating to
Ba2-PD from Ba3-PD. Moody's also upgraded the rating on the $150
million senior unsecured notes due 2017 to Ba3 from B1. In
addition, Moody's affirmed the SGL-2 speculative grade liquidity
rating. The ratings outlook is stable.

The ratings upgrade reflects MasTec's strong operating
performance, driven by organic growth in the bulk of its end-
markets, as well as higher profitability and cash flow generation
trends which have resulted in sustained improvement in the
company's credit metrics.

Ratings upgraded:

Corporate Family Rating to Ba2 from Ba3

Probability of Default Rating to Ba2-PD from Ba3-PD

$150 million 7.625% senior unsecured notes due 2017 to Ba3
(LGD5, 76%) from B1 (LGD5, 74%)

Rating affirmed:

Speculative grade liquidity rating at SGL-2

Ratings Rationale:

The Ba2 corporate family rating reflects MasTec's established
position as a relatively large-sized specialty contractor,
moderate financial leverage, a significant proportion of revenues
derived from repetitive/contractual work, relatively healthy
operating margins and diversified segment/industry exposure. The
rating also benefits from the company's demonstrated ability to
drive strong organic growth supported by favorable, long term-
demand fundamentals within many of its end-markets. The rating
also incorporates expectations of continued focus on operational
and financial discipline as strategic pricing and growth
initiatives are implemented. Notwithstanding these favorable
characteristics, the rating also considers relevant business
risks, including the company's material concentration of sales
from two customers, exposure to volatile construction-oriented
activities, as well as ongoing though somewhat diminished
acquisition risk.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that MasTec will maintain a good liquidity profile
near-term given its modest cash balance, expectations for positive
free cash flow, available capacity under its revolving credit
facility, and good flexibility under financial covenants.

The stable outlook incorporates expectations for sustained organic
growth, positive free cash flow, improved operating margins and
good liquidity while maintaining a conservative financial policy.

Moody's could upgrade MasTec's ratings if it maintains organic
growth trends and improves its operating margins while avoiding
large-scale debt financed acquisitions such that debt to EBITDA
approaches 2.0 times on a sustained basis and EBITA to interest
approaches 4.0 times.

The ratings could be downgraded if MasTec experiences end-market
weakness, loss of a key customer or pursues a debt-financed
acquisition that leads to a debt to EBITDA above 3.5 times or
EBITA coverage of interest expense falls below 2.5 times on a
sustained basis.

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

MasTec, Inc., headquartered in Coral Gables, Florida, is a leading
national infrastructure company operating in the United States.
The company reported revenues of approximately $3.7 billion for
the twelve month period ended September 30, 2012.


MERCURY COS: MER vs. Comerica Breach of Contract Suit Dismissed
---------------------------------------------------------------
Senior District Judge Richard P. Matsch dismissed the lawsuit
captioned MER, LLC., a Colorado limited liability company,
Plaintiff, v. COMERICA BANK, a Texas banking association,
Defendant, Civil Action No. 12-cv-02116-RPM, (D. Colo.), for lack
of subject matter jurisdiction.

MER, LLC commenced the action in state court in July 2012,
alleging that Comerica breached the Amended and Restated Credit
Agreement dated April 18, 2008, between Mercury Companies, Inc.
and Comerica Bank, as the agent for a lending syndicate.  MER
alleges that the claim that is the subject of the complaint was
assigned to it by Mercury in March 2011, after the confirmation of
Mercury's Chapter 11 Plan.  Mercury filed for Chapter 11 in August
2008, and got its Chapter 11 Plan confirmed in December 2010.

Comerica moved for dismissal of the action pursuant to
Fed.R.Civ.P. 12(b)(1).

On February 13, 2013, Judge Matsch granted the request.
"Mercury's confirmed Plan does not contain any provision
authorizing Mercury to assign claims or causes of action," he
said.

A copy of the Court's February 13, 2013 Opinion is available at
http://is.gd/2gRRssfrom Leagle.com.

                   About Mercury Companies Inc.

Denver, Colorado-based Mercury Companies Inc. was a holding
company primarily for subsidiaries that until recently were
involved in the settlement services industry, including title
services, escrow services, real estate services, mortgage
services, mortgage document preparation, and settlement services
software development.  Mercury has since wound down or sold its
operations.

Mercury Cos. filed for Chapter 11 protection on Aug. 28, 2008.
Two months later, six subsidiaries, namely Arizona Title Agency,
Inc., Financial Title Company, Lenders Choice Title Company,
Lenders First Choice Agency, Inc., Texas United Title, Inc., dba
United Title of Texas and Title Guaranty Agency of Arizona, Inc.,
also filed voluntary Chapter 11 petitions.  The units' cases are
jointly administered with Mercury's (Bankr. D. Colo. Lead Case No.
08-23125).  Lawywers at Brownstein Hyatt Farber Schreck, LLP, led
by Daniel J. Garfield, Esq., served as the Debtors' bankruptcy
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, served as the
official committee of unsecured creditors' counsel.

Mercury Companies disclosed $21.8 million in assets and
$63.6 million in liabilities as of the Petition Date.

The Bankruptcy Court confirmed the Debtors' liquidating Chapter 11
Plan, as amended, on Dec. 13, 2010, after objections by the Texas
Comptroller of Public Accounts and the former employee creditors
were withdrawn.  Under the Plan, Mercury would set $25 million
cash aside in a fund for distribution to general unsecured
creditors.  Mercury estimated that at the conclusion of the claims
resolution process the total allowed general unsecured claims
would be $35 million.  The initial $25 million must be sufficient
to pay unsecured creditors roughly 70% of their claims (although
it will not be paid all at once because of the need to reserve for
disputed claims).  Mercury's remaining activities would generate
more cash so that eventually creditors must receive greater
distributions.


MERRILL CORP: S&P Retains 'D' CCR Following Refinancing
-------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating on U.S.-based document services company Merrill Corp.
remains unchanged at 'D' following the company's plan to refinance
its December 2012 and November 2013 debt maturities.

At the same time, S&P assigned the company's proposed $30 million
revolving credit facility due 2018 a preliminary 'B+' issue-level
rating with a preliminary recovery rating of '1', indicating S&P's
expectation for very high (90%-100%) recovery for lenders in the
event of a payment default.

In addition, S&P assigned the company's $390 million first-lien
term loan due 2018 a preliminary 'B' issue-level rating with a
preliminary recovery rating of '2' (70%-90% recovery expectation).

The company will also be issuing $227 million in new unsecured
holding company notes due 2023 in connection with this
refinancing.

Upon successful closing of the transaction and exchange of the
existing $227 million second-lien term loan with the new
$227 million unsecured holdco notes, S&P would likely raise its
corporate credit rating to 'B-' as the transaction will address
the company's default on the 2012 maturities and eliminate the
risk of any further near term defaults.

S&P's current 'D' rating reflects Merrill's failure to refinance
or pay off its $374 million first-lien term loan and $33 million
drawn revolver prior to its Dec. 22, 2012, maturity.  The second-
lien term loan is also in technical default because of the cross
default provision in the credit agreement.  S&P lowered the
ratings following the missed payment on Dec. 22, 2012.

"We continue to view Merrill Corp.'s financial risk profile as
'highly leveraged' because of its high debt leverage and
historically narrow cushion of covenant compliance.  Merrill
Corp.'s business risk profile, in our opinion, is 'vulnerable'
because of historical volatility in operating performance given
the company's reliance on the financial services industry, and
intense competition in niche segments of the printing and document
services industry.  We view the company's management and
governance as 'weak' primarily due to the circumstances
surrounding recent technical default on its December obligations,"
S&P said.

In fiscal-year 2013, S&P believes the company will continue to
benefit from growth at DataSite and in the transaction and
compliance services segment.  Merrill will also benefit from the
California election services business during the election year.
Still, S&P expects negative secular trends in print volumes should
persist for the foreseeable future, though it currently accounts
for less than 15% of revenues.  In fiscal-year 2013, S&P expects
revenue growth to be at a mid- to high-single-digit percent rate
and expect the EBITDA margin to be sustained over the next 12
months by growth at the higher margin DataSite business.

In the most recent quarter, operating performance was broadly in
line with S&P's expectations as revenue increased 17% while EBITDA
jumped roughly 55% due to cost reductions and improved revenue at
all of the company's segments, most notably at DataSite and
transaction and compliance services.  The EBITDA margin was
roughly 14% over the last 12 months.

Near-term rating upside potential is likely to be limited to a
'B-'.  The preliminary rating is based on completion of the
proposed refinancing transaction at the expected pricing levels
with covenant headroom of at least 25%.  Despite an improvement in
the debt maturity profile and cash interest burden, S&P expects
the company will continue to have high debt leverage and weak
total interest coverage.  S&P will update its analysis as new
information becomes available related to a potential refinancing
or a financial restructuring.

RATINGS LIST

Merrill Corp.
Corporate Credit Rating                   D

New Ratings

Merrill Corp.
$30M revolver due 2018 a                  B+ (prelim)
   Recovery Rating                         1 (prelim)
$390M first-lien term loan due 2018       B (prelim)
   Recovery Rating                         2 (prelim)


METRO FUEL: United Refining Picks Up Assets in Auction
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Metro Fuel Oil Corp., a supplier of heating oil in
the New York City metropolitan area, is being sold to New York-
based United Refining Energy Corp., a regional refiner and
marketer of petroleum products.

The report recounts that Metro was originally scheduled to hold an
auction on Dec. 12.  The auction was delayed for lack of
acceptable bids.  When the auction was finally held on Feb. 4,
there were three bidders.

According to the report, United Refining came out on top of the
auction with an offer of $27 million in cash plus the cost of
paying defaults on contracts going along with the sale.  United
Refining also agreed to hire 75 percent of the workers.

The bankruptcy judge in Brooklyn approved the sale mid-February.

Lenders wanted a quick sale even though no buyer was under
contract.

                         About Metro Fuel

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

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

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

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

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


MF GLOBAL: Corzine Ban Faces Uphill Battle at Futures Regulator
---------------------------------------------------------------
Tom Polansek, writing for Reuters, reported that a plan to ban Jon
Corzine, the former chief executive of MF Global, from the futures
industry for life for failing to protect the failed brokerage's
customers faces an uphill battle at a key industry regulator.

The Reuters report related that two newly elected members of the
National Futures Association (NFA) board have proposed barring
Corzine, the former New Jersey governor who led the broker when it
failed in October 2011.  Reuters added that other NFA officials
are hesitating to back the motion out of fear it may interfere
with a probe by another regulator, the U.S. Commodity Futures
Trading Commission (CFTC).

Reuters noted that no one has been charged in MF Global's
collapse, although U.S. congressional investigators have
determined that Corzine failed to maintain the systems and
controls necessary to protect customer funds.  The futures broker
failed after dipping into customer accounts in violation of
industry rules, Reuters said.  The CFTC, which oversees both swaps
and futures markets, has yet to finish an investigation into MF
Global's downfall, which left a $1.6 billion hole in its
customers' accounts and shook confidence in the futures industry,
Reuters added.


MICHAELS STORES: Suspending Filing of Reports with SEC
------------------------------------------------------
Michaels Stores, Inc., filed a Form 15 with the U.S. Securities
and Exchange Commission to terminate the registration of its
7 3/4% senior notes due 2018 and guarantees of 7 3/4% Senior Notes
due 2018.  As of Feb. 22, 2013, there were less than 300 holders
of the securities.  As a result of the Form 15 filing, the Company
is suspending its duty to file reports under Section 13 and 15(d)
of the Securities Exchange Act of 1934.  A copy of the filing is
available for free at http://is.gd/FvsEiX

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company's balance sheet at Oct. 27, 2012, showed $1.90 billion
in total assets, $4.27 billion in total liabilities, and a
$2.37 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MIDLAND UNIVERSITY: Fitch Affirms 'B' Revenue Bonds Rating
----------------------------------------------------------
Fitch Ratings affirms approximately $17.5 million of education
facility revenue bonds issued by the Nebraska Educational Finance
Authority on behalf of Midland University (MU or the university),
formerly known as Midland Lutheran College, at 'B'.

The Rating Outlook is revised to Stable from Negative

SECURITY

The bonds are a general obligation of the college, additionally
secured by a cash-funded debt service reserve.

KEY RATING DRIVERS

IMPROVED OPERATIONS AND ENROLLMENT: The revision of the Outlook to
Stable reflects recent enrollment growth, now the highest in
university history, and a recovering operating profile that
leverages ongoing expense controls, successful fund raising for
unrestricted gifts and completion of a debt reduction initiative,
all of which helped generate a sizeable surplus for fiscal 2012.

WEAK LIQUIDITY LIMITS FLEXIBILITY: MU's financial cushion declined
further for fiscal 2012 as a result of continued operational
support from its already modest endowment. While MU anticipates
additional non-recurring cash infusions to improve liquidity in
the coming year, the university will require multiple years of
positive operating results to achieve a measurable level of
unrestricted financial resources.

RECOVERY PLAN ONGOING: The university's strategy for rebuilding
balance sheet resources over a period of three years via
enrollment growth appears challenging due to loan payoffs and
endowment support for operations. However, marked improvements in
fiscal 2012 operations and growing demand have marginally improved
its prospects.

RATING SENSITIVITIES

DEMONSTRATED FINANCIAL IMPROVEMENT: Continued improvement in
financial metrics resulting in break even or better margins as a
result of enrollment growth and without the benefit of non-
recurring gifts and contributions is fundamental to near term
rating improvement.

CREDIT PROFILE

OPERATING MARGINS TURNAROUND

MU's fiscal 2012 margin improved to 14% inclusive of unrestricted
contributions of nearly $7 million. A combination of higher
tuition and fees along with non-recurring gifts resulted in a net
excess of nearly $3mm not including the partial forgiveness of an
outstanding note. Fitch expects improved results as unrestricted
contributions materialize and expense controls continue to reduce
operating deficits. Based on ongoing operational rebalancing
efforts, MU projects break-even operations on a cash basis, by
fiscal 2014. Noting the magnitude of recovery accomplished by MU
for fiscal 2012, growing enrollment levels in fall 2012 and
expected demand for the coming year, MU's financial performance
should stabilize within the specified timeline. Positive margins
and predictability in future operations for MU would support
rating improvement.

MU continues to honor relatively high tuition subsidies/
discounts (61.9% in 2011, down to 54.5% in 2012) for transfer
students from Dana College (Dana) (which closed down in 2010) but
overall discounting will diminish as these students graduate.
Discounts are expected to normalize to around 50%, a level Fitch
still considers quite high. The university continues to enact
regular increases in tuition (4.8% for fiscal 2013) and room and
board charges (4.9% for fiscal 2013) which partially offset the
aforementioned discounting levels.

ENROLLMENT GROWTH BODES POSITIVE

Demand trends for the university are growing. MU enrolled 436 new
students in fall of 2012, the highest in the university's history
on the heels of fall 2011 which experienced one of the largest
incoming freshmen class sizes (366 students) in five years. The
university expects to have a total enrollment figure of 1,300
(currently 1,126) by fall of 2014 which Fitch views as reasonable
given robust growth in 2011 and 2012. Enhanced offerings and
aggressive marketing are driving demand, including a new MBA
program in spring of 2013, a successful RN to BSN program for
nursing and successful undergraduate recruitment efforts. MU's
ability to realize enrollment growth and maintain stable
enrollment levels is critical to improving its credit profile.

WEAK FINANCIAL CUSHION

MU's rating remains hinged to its diluted liquidity profile.
Available funds, defined as unrestricted cash and investments,
were calculated to produce a deficit of $4.7 million at May 31,
2012, declining further from negative $1.5 million at May 31,
2011. However, the success noted by MU in gaining unrestricted
gifts during fiscal 2012 is indicative of school support embedded
in the local and financial community. Additional outstanding
pledges will be realized in fiscal 2013 which should further
diminish reliance on the endowment for operational support.

MU borrowed $1.5 million from its permanently restricted endowment
pool in fiscal 2013, leaving a modest relative balance of $6.8
million. The repayment of these internally designated loans
(approximately $7.9mm) will commence in fiscal 2014 from all
available sources of revenue. Fitch views this low level of
operating flexibility as a key vulnerability.

HIGH DEBT BURDEN

MU's long-term debt, as of December 2012, was reduced as a result
of loan forgiveness and subsequent note payoff in June of 2012.
Outstanding debt includes approximately $17.5 million of fixed-
rate bonds and $0.5million of notes and capitalized leases. The
lender of MU's largest note ($3.6 million) forgave half of the
note in fiscal 2012, reducing the outstanding payable to $1.8
million, which was paid off in early fiscal 2013. While Fitch
notes the debt reduction favorably, the debt burden remains high.

For fiscal 2012, annual debt service of $2.1 million amounted to
nearly 9.4% of unrestricted operating revenue, down from 13.9%
previously. Coverage of debt from net income for fiscal 2012 was
more than adequate at 2.6x. Fitch notes that fiscal 2012 net
income available for debt service was admittedly higher due to the
receipt of non-recurring gifts and expects coverage to decline to
a sustainable level in future years.

Midland University, re-branded in 2010 from Midland Lutheran
College, is a private, co-educational liberal arts college located
in Fremont, Nebraska, approximately 35 miles northwest of Omaha.
The college primarily serves undergraduate students, and expanded
its masters programs in education and professional accounting to
include business administration, in fall of 2012. MU is affiliated
with the Evangelical Lutheran Church in America.


MOBIVITY HOLDINGS: Expects $1.05 Million Revenue in 4th Qtr.
------------------------------------------------------------
Mobivity Holdings Corporation announced the Company's unaudited
revenue results for the fourth quarter and fiscal year ended
Dec. 31, 2012.

Mobivity expects to report revenues for the fourth quarter, ending
Dec. 31, 2012, of approximately $1.05 million, an increase of more
than 6.7% from $.987 million in revenues for the fourth quarter
ending Dec. 31, 2011.  Revenues for the full year 2012 are
expected to be $4.08M, an increase of 62% year-over-year from
2011.  The Company also achieved Gross Margins of 72% during the
fourth quarter, 2012, an increase of 25% compared to Gross Margins
of 58% during the fourth quarter, 2011.

Business Update

Mobivity has seen continued adoption of its products and services,
which are now used in over 5,700 locations across the United
States.  The Company has also recently procured partnership
agreements with CASTMARK and the Bowling Proprietors Association
of America (BPAA), providing access to more than 80 new sales
resources as well as over 4,000 bowling and family fun centers
respectively.  Additionally, the Company recently announced its
intent to acquire Stampt, a smartphone application driving loyalty
solutions to hundreds of merchants nationwide, including more than
90 Whole Foods locations.  The Stampt mobile application has
already been integrated into Mobivity's C4 platform, a Software-
as-a-Service solution allowing merchants to now manage SMS
broadcasts, Facebook and Twitter posts, as well as Stampt from a
single, integrated Web-based interface.

One in twenty-four Americans have now experienced Mobivity's
patented mobile marketing technology via engagements with both
local and national brands.  Mobivity is transacting more than 10
million SMS connections per month, up from just over one million
per month during the fourth quarter of 2011.  Consumer
satisfaction of the service continues to show strong performance
as seen by a large Quick Serve Restaurant (QSR) using Mobivity's
technology.  Their consumer opt-in base has grown from a few
hundred thousand to more than one million consumers in just one
year, hailing a less than 1% monthly opt-out rate.

The Company also expects its fourth patent, related to mobile
messaging and communication technology, to publish sometime in the
first half of 2013.  The U.S. Patent and Trademark Office has
already issued an "Allowance of Claims" notification for the
patent.  Details of the intellectual property will be disclosed
following the publication of the patent.

                      About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on Aug.
23, 2012.

Mobivity's balance sheet at Sept. 30, 2012, showed $4.53 million
in total assets, $11.10 million in total liabilities and a $6.56
million total stockholders' deficit.

M&K CPAs, PLLC, in Houston, Texas, expressed substantial doubt
about CommerceTel Corporation's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and negative cash flows
from operations and is dependent on additional financing to fund
operations.


MONTVALE HOTEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Montvale Hotel, LLC
        1005 W. First Avenue
        Spokane, WA 99201

Bankruptcy Case No.: 13-00621

Chapter 11 Petition Date: February 20, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: John D. Munding, Esq.
                  CRUMB & MUNDING
                  Davenport Tower, PH 2290
                  111 S. Post Street
                  Spokane, WA 99201-
                  Tel: (509) 624-6464
                  Fax: (509) 624-6155
                  E-mail: munding@crumb-munding.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/waeb13-00621.pdf

The petition was signed by Robert C. Brewster, Jr. of Great
Northern Hospitality, LLC, manager.



MOOG INC: Moody's Retains Ba2 Corp. Family Rating, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Moog Inc.
including the company's Ba2 Corporate Family Rating. Moody's also
assigned a first time Speculative Grade Liquidity rating of SGL-2,
reflecting its expectation for good liquidity over the next twelve
months. The outlook for the ratings is stable.

Ratings affirmed (with updated LGD assessments):

Corporate Family Rating, Ba2

Probability of Default Rating, Ba2-PD

$200 million 7.25% senior subordinated notes due 2018, Ba3
(LGD-5, 80%)

Ratings assigned:

SGL-2

Outlook, stable

Ratings Rationale:

The affirmation of Moog's Ba2 corporate family rating is supported
by the company's well-established position, attained over a long
history, in the design and manufacture of precision motion and
fluid controls and systems. The ratings benefit from the company's
program platform diversity on a large installed-base within its
primary and largest end-market, aerospace & defense, as well as
its diversity via its exposure to the industrial and medical
markets. The company also possesses a wide geographic footprint
and a mix of OEM and aftermarket business. These attributes help
to mitigate credit metric volatility and provide consistency in
annual free cash flow generation. The ratings are also supported
by leverage metrics that remain comfortably in line with the Ba2
CFR, a good liquidity profile and a solid backlog. The company's
acquisition focus, a still-uncertain macroeconomic environment as
well as fiscal budget pressures in the United States and Europe
constrain the ratings.

Moog's SGL-2 liquidity rating denotes a good liquidity profile
based on Moody's expectation for positive free cash flow over the
next twelve months and cash balances maintained over $100 million.
However, it is noted that substantially all of the company's cash
balances are located abroad. At December 29, 2012 Moog's cash
balances stood at $152.1 million. The liquidity rating
incorporates Moody's expectation for next twelve months free cash
flow to remain above $100 million, absent any working capital
pressures related to any significant production delays by any of
the company's primary OEM customers. The liquidity rating is also
supported by the expectation that the company will maintain good
availability under its revolver. The company's liquidity rating
benefits from its sizable $900 million revolving credit facility
due in 2016. Comfortable financial ratio covenant compliance
should maintain access to Moog's credit facility. The facility had
approximately $583 million of availability after letters of credit
on December 29, 2012. In January, the company extended its debt
maturity profile and lowered its interest costs by repurchasing
its $200 million of 6.25% senior subordinated notes due 2015. The
repurchase was funded with revolver borrowings resulting in pro
forma revolver availability of approximately $383 million at
December 29, 2012. The company is expected to be comfortably in
compliance with covenants over the next twelve months. Most of
Moog's assets are encumbered by the senior secured credit
facility, limiting the company's ability to raise funds through
asset sales.

The stable outlook reflects Moody's expectation that EBITA to
average assets will remain between 8% to 10% with debt to EBITDA
below 4.0x, on a Moody's adjusted basis. The stable outlook
incorporates continued good liquidity with revolver availability
remaining at or above $350 million and healthy financial ratio
covenant headroom.

Given Moog's acquisitive business strategy and fiscal budget
pressures in the U.S. and abroad, Moody's does not foresee an
upgrade in the near-term. However, the ratings could be raised if
leverage (debt / EBITDA on a Moody's adjusted basis) declines to
below 2.5 times on a sustained basis, operating margins exceed
11%, FCF/debt reaches and is sustained above 10% and the company
maintains a good liquidity profile.

Ratings could be subject to downward pressure if the company were
to take on material additional debt to finance acquisitions or
share purchases, or if the adequacy of Moog's liquidity position
were to come into question. The ratings could also be downgraded
if free cash flow generation materially deteriorates, debt/EBITDA
surpasses 4.0 times or operating margins decline below 9%.

The principal methodology used in this rating was the Global
Aerospace and Defense Industry Methodology published in June 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.

Moog, Inc., headquartered in East Aurora, NY, is a designer and
manufacturer of high performance precision motion control products
and systems for aerospace and industrial markets. The company
operates within five segments: Aircraft Controls, Space and
Defense Controls, Industrial Systems, Components, and Medical
Devices. Moog reported last twelve months ended December 29, 2012
revenues of approximately $2.5 billion.


MOORE FREIGHT: Baker Donelson Approved as Special Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for Middle District of Tennessee
authorized Moore Freight Service, Inc. and G.R.E.A.T. Logistics
Inc. to employ Baker, Donelson, Bearman, Caldwell, & Berkowitz, PC
as special counsel.

The firm's hourly rates are:

    Professional                        Rates
    ------------                        -----
    Members                          $290 - $465
    Associates                       $185 - $250
    Paralegals                       $115 - $150

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

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

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

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

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


MSR RESORT: Wins Confirmation of Sale-Based Exit Plan
-----------------------------------------------------
MSR Resort Golf Course LLC's bankruptcy exit plan was confirmed
Feb. 23 in Manhattan by U.S. Bankruptcy Judge Sean Lane, who
overruled objections by the U.S. Internal Revenue Service and
investor Five Mile Capital Partners LLC, according to reporting by
Christie Smythe, writing for Bloomberg News.

Bloomberg relates the Government of Singapore Investment Corp.,
the world's eighth-largest sovereign wealth fund, according to the
Sovereign Wealth Fund Institute, is set to buy four of MSR's
resorts for $1.5 billion.

The IRS and Five Mile alleged that the sale created a tax
liability of as much as $331 million that may not be paid.  "All
objections and all reservations of rights that have not been
withdrawn, waived, or settled pertaining to confirmation are
hereby overruled on the merits," Judge Lane said in an order filed
Feb. 23, according to the Bloomberg report.

The Singapore fund has created entities to buy the Debtors'
hotels:

   -- Arizona Biltmore Resort & Spa in Phoenix, Ariz.

      * ABR Property LLC will purchase substantially all of
        the assets of the Arizona Biltmore;

   -- Grand Wailea Resort Hotel & Spa in Maui, Hawaii

      * GWR Wailea Property LLC willpurchase substantially all
        of the assets of the Grand Wailea;

   -- La Quinta Resort and Club PGA West in La Quinta, Calif:

      * LQR Property LLC, will purchase substantially all of the
        resort assets of the La Quinta;

      * LQR La Quinta, Inc., will certain of the assets of MSR
        Resort REP, LLC

      * LQR Golf LLC, will purchase substantially all of the
        golf course assets of the La Quinta;

   -- Claremont Resort and Spa in Berkeley, Calif.

      * TCR Property LLC will purchase substantially all of
        the assets of the Claremont; and

   -- Doral Golf Resort and Spa in Miami, Florida

      * GWC Miami Property LLC, will purchase substantially all
        of the remaining assets of the Doral, including the
        White Course.

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.

According to the Bloomberg report, the exit plan provides for
repayment of 96% of secured debt and 100% of general unsecured
debt, according to a Jan. 31 court filing by MSR.  Five Mile stood
to lose about $58 million, including investments by pension funds
and other parties, David Friedman, Esq., a lawyer for Five Mile,
said during the hearing.

Bloomberg recounts the resorts sought approval in August for an
auction with GIC as the lead bidder. The auction was canceled
after no competing bids were received, according to a court filing
in December.

                  Revised 2nd Amended Plan Filed

The Debtors on Feb. 21 filed a revised version of their second
amended joint plan of reorganization.  The original version of the
second amended plan was filed Feb. 12.

Under the plan, on the Effective Date, the Debtors will be
authorized to consummate the sale of their remaining hotel
portfolio, free and clear of all Liens, Claims, charges, or other
encumbrances pursuant to the terms of the Purchase Agreement and
Confirmation Order.  On the Effective Date, the Purchaser will pay
to the Debtors the Sale Proceeds not to exceed $1,502,033,939.24,
except as expressly set forth in the Purchase Agreement or
Liquidator Agreement.

On the Effective Date, the $1 million in Doral Segregated Funds,
in accordance with the Purchase Agreement, will be released to the
Estates and be used to make distributions to Holders of Allowed
Class 7 General Unsecured Claims against Non-Tenant Debtors and
Allowed Class 12 General Unsecured Claims against Tenant Debtors.
In addition, the Utility Deposits, in accordance with the Purchase
Agreement, will be released to the Estates and be used to fund
distributions under the Plan.

After the Effective Date, a liquidator will implement any other
provision of the Plan and any applicable orders of the Bankruptcy
Court, and the Liquidator will have the power and authority to
take any action necessary to wind down and dissolve the Debtors.
After the Effective Date, the Debtors other than the La Quinta
Brokerage Debtor will remain in existence for the sole purpose of
dissolving.  On the Effective Date, the Liquidating Trust will be
formed to implement the Wind Down for the primary purpose of
liquidating the Liquidating Trust's assets and Winding Down the
Debtors' Estates.

The classification and treatment of claims under the plan are:

     A. Class 1 - Other Priority Claims will receive payment in
        full in Cash.

     B. Class 2 - Other Secured Claims will receive either (i)
        payment in full in Cash; (ii) delivery of collateral
        securing any such Claim and payment of any interest; (iii)
        reinstatement of such Claim; or (iv) other treatment
        rendering such Claim Unimpaired.

     C. Class 3 - Mortgage Loan Claims against Mortgage Debtors
        receive payment in full in Cash on the Effective Date.

     D. Class 4 ? Marriott Claims will receive payment of the
        principal amount of the Marriott Note in full in Cash on
        the Effective Date.

     E. Class 5 ? Hilton Claims will receive either: (i) payment
        in full in Cash on the Effective Date, or a later date as
        the Class 5 Hilton Claim becomes an Allowed Class 5 Hilton
        Claim, without interest; or (ii) if Hilton elects, payment
        in full in Cash in four equal installments, with the first
        installment to be paid on the Effective Date, and the
        other three installments to be paid at 90-day intervals
        thereafter, with interest.

     F. Class 6 ? Miller Buckfire Claims will (i) retain the $2.0
        million previously received pursuant to the Miller
        Buckfire Settlement; and (ii) on account of the remaining
        unpaid amount provided in the Miller Buckfire Settlement,
        receive either: payment in full in Cash without
        postpetition interest; or payment in full in Cash in four
        equal installments, with the first installment to be paid
        on the Effective Date, and the other three installments to
        be paid at 90-day intervals thereafter, with postpetition
        interest.

     G. Class 7 ? General Unsecured Claims against Non-Tenant
        Debtors will receive either  (i) payment in full in Cash
        on the Effective Date, or such later date as such Class 7
        General Unsecured Claim becomes an Allowed Class 7 General
        Unsecured Claim, without postpetition interest; or payment
        in full in Cash in four equal installments, with the first
        installment to be paid on the later of the Effective Date
        and the date on which such Class 7 General Unsecured Claim
        becomes an Allowed Class 7 General Unsecured Claim, and
        the other three installments to be paid at 90-day
        intervals thereafter, with postpetition interest.

     H. Class 8 ? First Mezzanine Loan Claims against First
        Mezzanine Debtors will receive payment in full in Cash.

     I. Class 9 ? Second Mezzanine Loan Claims against Second
        Mezzanine Debtors will be assigned to the Purchaser.

     J. Class 10 ? Third Mezzanine Loan Claims against Third
        Mezzanine Debtors will receive the consideration set forth
        in the Purchase Agreement.

     K. Class 11 ? Fourth Mezzanine Loan Claims against Fourth
        Mezzanine Debtors will be cancelled without any
        distribution on account of such Claims.

     L. Class 12 ? General Unsecured Claims against Tenant Debtors
        will receive either: (i) payment in full in Cash on the
        Effective Date, or such later date as such Class 12
        General Unsecured Claim becomes an Allowed Class 12
        General Unsecured Claim, without postpetition interest; or
        (ii) if such Holder elects, payment in full in Cash in
        four equal installments, with the first installment to be
        paid on the later of the Effective Date and the date on
        which such Class 12 General Unsecured Claim becomes an
        Allowed Class 12 General Unsecured Claim, and the other
        three installments to be paid at 90-day intervals
        thereafter, with postpetition interest.

     M. Class 13 - Intercompany Claims will be cancelled without
        any distribution on account of such Claims, provided,
        however, that the Liquidating Trust may, with the Consent
        of the Purchaser, elect to reinstate such Intercompany
        Claims on or after the Effective Date.

     N. Class 14 - Subordinated Securities Claims will be
        cancelled without any distribution.

     O. Class 15 ? Interests will be deemed cancelled and there
        will be no distribution.

A copy of the second amended plan or reorganization is available
for free at:

         http://bankrupt.com/misc/msr_2ndamendedplan.pdf

                         About MSR Resort

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

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

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

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

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

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

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


NAVISTAR INTERNATIONAL: Registers 10.3 Million Shares with SEC
--------------------------------------------------------------
Navistar International Corporation has filed with the U.S.
Securities and Exchange Commission a Form S-8 registration
statement to register:

    (i) 3,665,500 shares of common stock under the Company's 2013
        Performance Incentive Plan, plus an aggregate of 1,000,000
        shares of common stock subject to outstanding awards under
        the Company's 2004 Performance Incentive Plan, the
        Navistar 1994 Performance Incentive Plan, the Navistar
        1998 Supplemental Stock Plan, the 1998 Non-Employee
        Director Stock Option Plan and the Executive Stock
        Ownership Program that, if canceled, expired, forfeited,
        settled in cash, tendered to satisfy the purchase price of
        an award, withheld to satisfy tax obligations or otherwise
        terminated without a delivery of shares to the participant
        will become available for issuance under the PIP;

   (ii) 500,000 shares of common stock underlying options awarded
        to the Company's Chief Executive Officer pursuant to a
        Nonqualified Stock Option Award Agreement between
        the Company and Lewis B. Campbell dated Aug. 26, 2012; and

  (iii) 5,165,000 rights to purchase preferred stock of the
        Company associated with each share of common stock
        registered pursuant to this Registration Statement, which
        Rights currently are not separately transferable apart
        from the shares of common stock to which they attach, and
        are not exercisable until the occurrence of certain
        events.

The proposed maximum aggregate offering price is $137.6 million.

A copy of the Form S-8 registration statement is available at:

                        http://is.gd/JbliG3

                    About Navistar International

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

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

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

                          *     *     *

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

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

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


NECTARINE GROUP: Case Summary & 29 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nectarine Group Inc.
        110 Ashenfelter Road
        Malvern, PA 19355

Bankruptcy Case No.: 13-11488

Chapter 11 Petition Date: February 20, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: John Albert Wetzel, Esq.
                  WETZEL GAGLIARDI & FETTER, LLC
                  101 E. Evans Street
                  Walnut Building - Suite A
                  West Chester, PA 19380
                  Tel: (484) 887-0779
                  Fax: (484) 887-8763
                  E-mail: jwetzel@wgflaw.com

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

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

A copy of the Company's list of its 29 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/paeb13-11488.pdf

The petition was signed by Donna L. Cashman, president.


NEP/NCP HOLDCO: S&P Assigns 'B' Rating to $530 Million Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it is assigning a 'B'
rating to Pittsburgh-based NEP/NCP Holdco Inc.'s $530 million term
loan after the company announced they are repricing and adding an
incremental $60 million to their $470 million first-lien term
loan.  The company plans to use the proceeds to repay a portion
of its second-lien term loan.

Pro forma for the transaction, NEP will have $530 million
outstanding under its first-lien term loan and $80 million
outstanding under its second-lien term loan.  The transaction does
not materially change debt leverage and reduces annual interest
expense by approximately $5 million (or 13%).

"Our rating on NEP/NCP Holdco Inc. reflects our expectation that
NEP's leverage will remain high, given the company's ownership by
private-equity investors and its high capital expenditure
requirements.  We view NEP's business risk profile as "weak,"
given its narrow business focus, high customer concentration,
potential volatility over the intermediate term stemming from
possible contract gains and losses, and the somewhat unpredictable
revenue trends of its Studios and Screenworks units.  We regard
NEP's financial risk profile as "highly leveraged" (based on our
criteria) because of its high debt burden, high capital
expenditures, and likelihood of future acquisitions that will
limit future deleveraging. We assess the company's management and
governance as "fair," as we believe there are significant risks
relating to its private-equity ownership.  We view the markets in
which NEP operates as relatively mature and expect low-single-
digit percent organic revenue growth, with relatively little
leverage reduction," S&P said.

RATINGS LIST

NEP/NCP Holdco Inc.
Corporate Credit Rating             B/Stable/--

New Ratings

NEP/NCP Holdco Inc.
$530 first-lien facility            B
   Recovery Rating                   3



NEW YORK TIMES: Boston Globe Sale No Impact on Moody's B1 CFR
-------------------------------------------------------------
Moody's Investors Service reports that The New York Times
Company's plan to sell its New England Media Group including the
Boston Globe does not affect the company's B1 Corporate Family
Rating or stable rating outlook.

The principal methodology used in rating NY Times is 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.

NY Times, headquartered in New York, NY, operates newspapers
including The New York Times, the International Herald Tribune and
The Boston Globe, as well as various information services and web
sites including NYTimes.com. Revenue for the fiscal year ended
December 2012 was approximately $2 billion.


NEWPAGE CORP: Summary Judgment Ruling in ERISA Suit Upheld
----------------------------------------------------------
The United States Court of Appeals for the Seventh Circuit
affirmed a district court ruling granting summary judgment in
favor of the defendants in REDDINGER v. SENA SEVERANCE PAY PLAN
AND NEWPAGE WISCONSIN SYSTEM, INC.

Stora Enso North America Corporation (SENA) owned a paper mill in
Niagara, Wisconsin, which was acquired by NewPage Wisconsin
System, Inc., in December 2007.  A month later, NewPage informed
Niagara mill employees that it was closing the mill with a likely
shut-down date in late April.  Many employees began looking for
new employment, including Scott LeFebvre and Melissa Reddinger.
After leaving the mill and not receiving any severance, Mr.
LeFebvre and Ms. Reddinger requested it from the SENA Severance
Pay Plan. The plan administrator concluded that the two had
voluntarily terminated their employment and for that reason denied
their requests. After their appeals were denied, Mr. LeFebvre and
Ms. Reddinger each filed suit in federal court invoking the
Employee Retirement Income Security Act of 1974 and various state-
law theories. The district court granted the plan's motions for
summary judgment, and Mr. LeFebvre and Ms. Reddinger appealed.

The matter came before the Seventh Circuit for argument on
January 10, 2011, but NewPage filed for Chapter 11 and the
proceeding was stayed. On February 4, 2013, SENA and NewPage
informed the Seventh Circuit that the bankruptcy has concluded, so
a decision was entered on February 19, 2013.

The Seventh Circuit held that "the company's plan only provided
for severance to persons whose employment was involuntarily
terminated.  Although the company initially offered LeFebvre and
Reddinger a May termination date when the mill had been set to
close in the spring, by the time they returned the requisite
release forms, the company had informed them that the mill would
be staying open longer and that their new termination dates would
be later in the year. Knowing all this, LeFebvre and Reddinger
still chose to leave the mill in May. Their choice to do so
despite the company's offer that they stay longer meant their
employment was not involuntarily terminated, and the plan
administrator's decision to deny them severance was not arbitrary
and capricious."

The case before the Seventh Circuit is styled MELISSA J. REDDINGER
and SCOTT LEFEBVRE, Plaintiffs-Appellants, v. SENA SEVERANCE PAY
PLAN and NEWPAGE WISCONSIN SYSTEM, INC., Defendants-Appellees,
Nos. 10-2361 & 10-2362.

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

                   About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.

NewPage successfully completed its financial restructuring and has
officially emerged from Chapter 11 bankruptcy protection pursuant
to its Modified Fourth Amended Chapter 11 Plan, confirmed on
Dec. 14, 2012, by the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.


OFFICE DEPOT: S&P Affirms 'B-' CCR Following Merger with OfficeMax
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B-' corporate credit rating, on the Boca Raton, Fla.-based
Office Depot Inc.  The outlook is stable.  This action comes after
the company announced that it had entered into a definitive
agreement to merge with OfficeMax Inc., whose shareholders will
receive 2.69 shares of Office Depot common stock for each share of
OfficeMax common stock.  The transaction is intended to qualify as
a tax-free reorganization and is expected to be completed near the
end of 2013, following a possibly lengthy regulatory approval
process.

The ratings on Office Depot Inc. reflect Standard & Poor's opinion
that the company's business risk profile is "vulnerable," largely
due to significant competition, including that from online
retailers, and inconsistent sales and profitability.  S&P would
not expect these factors to materially change as a result of the
merger.  S&P considers the office product retailer's financial
risk profile "highly leveraged," reflecting sizable lease-adjusted
debt levels resulting in weak credit measures.

The outlook is stable, which incorporates S&P's expectation that
both Office Depot and OfficeMax will experience the same store
sales and revenue decreases from store closures in the near term,
which may counteract cost saving efforts.  Accordingly, S&P
expects pro forma credit measures to remain commensurate with a
highly leveraged financial risk profile.  However, S&P expects
both entities to continue to generate some excess cash flow and to
maintain adequate liquidity.

"We could raise the rating if we revised our assessment of the
financial risk profile to "aggressive" from highly leveraged.
This would require the combined entity to maintain operating lease
adjusted leverage near or less than 5x.  This would occur if the
companies performed in line with our expectations in 2013, the
transaction closed late this year, and the combined company then
realized cost savings, leading to about $200 million of EBITDA
growth in 2014 along with lease reductions.  However, even if the
combined company reached this measure and continued to generate
free cash flow, we would want to see a trend of stabilized sales
for the larger company and need to believe the company could
maintain its customer base and market share in the future.  Still,
because of the challenging industry environment, we are unlikely
to view the business risk profile as better than "vulnerable",
even under such a scenario," S&P noted.

"Given the lack of incremental debt and expected credit ratios and
liquidity, we do not expect a negative rating action in the near
term, notwithstanding our assumption of sales decreases.  We would
lower the rating if we felt the combined company had an
unsustainable capital structure, perhaps caused by cash burn from
integration issues, which caused leverage to approach 8x and
diminished liquidity.  However, this would take an about 40%
decrease of EBITDA from current pro forma levels," said Standard &
Poor's credit analyst Charles Pinson-Rose.


OFFICEMAX INC: S&P Affirms 'B-' CCR After Merger with Office Depot
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on Naperville, Ill.-based
OfficeMax Inc.  The outlook is stable.

"The affirmation follows the company's announcement that it had
entered into a definitive agreement to merge with Office Depot
Inc., with OfficeMax shareholders to receive 2.69 shares of Office
Depot common stock for each share of OfficeMax common stock," said
Standard & Poor's credit analyst Charles Pinson-Rose.  The
transaction is intended to qualify as a tax-free reorganization
and is expected to be completed near the end of 2013, following
a possibly lengthy regulatory approval process.

The ratings on OfficeMax Inc. reflect Standard & Poor's Ratings
Services' opinion that the company's business risk profile is
"vulnerable," largely due to significant competition, continued
threats from on-line retailers, and inconsistent sales and
profitability.  S&P would not expect these factors to materially
change as a result of the merger.  S&P considers the office
product retailer's financial risk profile "highly leveraged,"
reflecting sizable lease-adjusted debt levels resulting in weak
credit measures.

Management of both entities outlined expectations of $400 million
to $600 million of cost synergies, as a result of greater
purchasing power, supply chain efficiency, and head count
reduction -- if the transaction is consummated.  S&P believes this
is achievable given the size and cost structures of both
companies.  However, the transaction would not likely close until
the end of 2013.  Thus, some of these cost-saving initiatives may
not be implemented until early 2014, and others even later.
Moreover, the management teams expect to incur substantial one-
time costs and transactional expenses, estimated to be between
$350 million and $450 million.  While S&P views these costs as
manageable given the likely liquidity of the combined entity, it
do not expect the proposed merger to result in meaningful
improvement in profits and cash flow until the later part of 2014.

The outlook is stable, which incorporates S&P's expectation that
same-store sales and revenues for both OfficeMax and Office Depot
will decline as a result of store closures in the near term, which
may counteract cost-saving efforts.  Accordingly, S&P expects pro
forma credit measures to remain commensurate with a highly
leveraged financial risk profile.  However, S&P expects both
entities to continue to generate some excess cash flow and to
maintain adequate liquidity.

"We could raise the rating if we revised our assessment of the
financial risk profile to 'aggressive' rather than 'highly
leveraged,' which would require the combined entity to maintain
operating lease-adjusted leverage near or below 5x.  This would
occur if the companies performed in line with our expectations in
2013, the transaction closed late this year, and the combined
company realized cost savings that resulted in approximately
$200 million of EBITDA growth in 2014 along with lease reductions.
However, even if the combined company reached this metric and
continued to generate free cash flow, we would want see a trend of
stabilized sales and need to believe it could maintain its
customer base and market share in the future.  Still, because of
the challenging industry environment, we are unlikely to view the
business risk profile as better than 'vulnerable,' even under such
a scenario," S&P said.

Given the lack of incremental debt and expected credit ratios and
liquidity, S&P do not expect a negative rating action in the near
term, notwithstanding its assumption of sales declines.  S&P would
lower the rating if it felt the combined company had an
unsustainable capital structure perhaps caused by cash burn from
integration issues, which caused leverage to approach 8x and
diminished liquidity.  However, this would take an approximate 40%
decline of EBITDA from current pro forma levels.


OLLIE'S HOLDINGS: S&P Affirms 'B' Rating on Term Loan Due 2019
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' issue-level
rating on Ollie's Holdings Inc. and wholly owned subsidiary
Ollie's Bargain Outlet Inc.'s existing term loan due 2019.  The
'4' recovery rating is unchanged.  The company has issued a
$50 million add-on term loan to its existing $225 million term
loan.  At the same time, S&P affirmed its 'B' corporate credit
rating on Ollie's Holdings Inc.  The outlook remains stable.

Proceeds will be used to redeem shares held by its equity sponsor,
CCMP Capital Advisors.

"The speculative-grade rating on Ollie's reflects its 'weak'
business risk profile and 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst Ana Lai.  The
business risk profile is based on Standard & Poor's opinion that
the company is a smaller regional player in a highly competitive
and fragmented close-out industry.  S&P also expects that the
company will pursue a high-growth strategy over the next year, but
should maintain good profitability.  The financial risk profile
remains highly leveraged following the add-on facility due to the
substantial amount of debt incurred to fund the company's
leveraged buyout in 2012.

Ollie's generates good profitability relative to its peers due to
the lower mix of low-margin consumables, while maintaining a
relatively stable gross margin.  The company faces limited
markdown risk in its inventory and has managed the cost of
inventory purchases.  Despite strong sales growth for the past two
years, comparable-store sales trends have been soft in the low-
single-digit area.  S&P believes the high number of store openings
may have cannibalized on existing stores sales.  In addition, many
discount and dollar stores have achieved stronger comparable-store
sales because they have increased their mix of consumables to
attract customer traffic and stimulate sales.

The stable outlook reflects S&P's expectations that Ollie's will
continue to post positive operating momentum with solid revenue
growth as a result of store expansion and maintain good
profitability.  S&P expects Ollie's credit measures to improve
modestly as it uses a portion of its free cash flow to reduce debt
and demonstrate EBITDA gains.

S&P could consider a lower rating if sales momentum decelerates
from softer-than-expected sales from new stores and operating
expenses outpace sales growth such that total debt to EBITDA
exceeds 6.5x.  This could occur if sales growth decelerates to 15%
while selling, general, and administrative (SG&A) costs grow by
18%.

A higher rating is possible if Ollie's performs above S&P's
expectations due to stronger-than-expected comparable-store sales
and better-than-expected sales leverage, such that total debt to
EBITDA declines below 5x.  This could occur if sales growth is
22%, outpacing SG&A growth of 14%.


OMEGA NAVIGATION: Selects Buyer for Today's Hearing
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Omega Navigation Enterprises Inc. will seek court
approval at a Feb. 25 hearing for the sale of the shipowner's
subsidiary Omega Investments Ltd. for price of at least $1.25
million.  The buyer is Delos Megacore LLC.

The report relates that in January, the bankruptcy court in
Houston authorized Omega to give ownership of its eight vessels to
secured lenders.  At the same January hearing, the judge refused
to approve a separate settlement where the company's owner George
Kassiotis would have become owner of the subsidiaries.

According to report, the auction for three subsidiaries was
canceled for lack of competing bids.  Although there were bids for
Omnicrom Holdings Ltd. and Omega Management Inc., the official
creditors' committee and junior lenders oppose them.  The company
will seek approval to sell those two subsidiaries for a joint bid
from Oxygen Maritime Inc. and One Investments Inc.

Under a settlement accompanying the sale to the lenders, the
secured creditors waived claims and agreed to pay most
professional expenses while providing $500,000 for distribution to
unsecured creditors.

                       About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OMTRON USA: Christine Grace Approved as Senior Accounts Manager
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina in January entered an order authorizing Omtron USA, LLC
to designate Christine Grace, senior accounts manager, to act on
behalf of corporation and require the Debtor to file monthly
reports.

The Debtor related that as of the Petition Date, there is only a
skeleton crew of employees remaining to address post closing
matters as security, maintenance, corporate matters and accounting
issues.  Ms. Grace is one of the Debtor's three remaining
employees and has responsibility for the accounts payable,
preparation and payment of the payroll and payroll taxes,
preparation of projections, schedules and statement of financial
affairs, monthly operating reports and all other financial
documents requested by the manager of the Debtor and as required
in the Chapter 11 case.  Ms. Grace has been with Omtron since it
purchased the assets of Townsends, Inc. in February of 2011.

Ms. Grace will act on behalf of the Debtor in signing papers,
including certain pleadings and other documents required to be
filed with the Bankruptcy Court, attend required meetings and
interviews on behalf of the Debtor, prepare the Debtor's monthly
operating reports, prepare payroll and payment of payroll taxes,
assist with Debtor's efforts to sell its property, and assist the
Debtor with its Chapter 11 plan.

                         About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  John H. Strock, III, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel
to the Debtor.  Duff & Phelps Securities LLC serves as investment
banker.  The Debtor listed $40,633,406 in assets and $4,518,756
and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.

The three-member Official Committee of Unsecured Creditors tapped
to retain Lowenstein Sandler LLP as its counsel and CohnReznick,
LLP, as its financial advisor.


OVERLAND STORAGE: Cyrus Capital Holds 19% Stake at Feb. 12
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Cyrus Capital Partners, L.P., and its affiliates
disclosed that, as of Feb. 12, 2013, they beneficially own
7,352,200 shares of common stock of Overland Storage, Inc.,
representing 19.99% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/3vHlIn

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.

The Company's balance sheet at Dec. 31, 2012, showed $28.31
million in total assets, $31.23 million in total liabilities and a
$2.92 million total sharehodlers' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERSEAS SHIPHOLDING: Wants Plan Filing Period Extended to Aug. 2
-----------------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the Bankruptcy Court
to extend their exclusive period to file a plan and their
exclusive period to solicit acceptances for that plan until
Aug. 2, 2013, and Oct. 1, 2013, respectively.

The Debtors' current exclusive filing period extends through
March 14, 2013, and the current exclusive solicitation period
extends through May 13, 2013.

According to the Debtors, in view of the progress made to date in
their Chapter 11 cases in the face of adverse market conditions,
and the size and complexity of their businesses, additional time
will be necessary to allow them to continue to develop a
Chapter 11 plan in consultation with their creditors and to
solicit acceptances of that Plan.  According to the Debtors, the
Official Committee of Unsecured Creditors do not object to the
requested extension of their exclusive periods.

                    About Overseas Shipholding

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

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

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

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


OVERSEAS SHIPHOLDING: Hiring Deloitte Tax as Tax Advisor
--------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the Bankruptcy Court
for authorization to employ Deloitte Tax LLP as tax advisor to the
Debtors, nunc pro tunc to Jan. 28, 2013.

Delitte Tax will provide these services:

A. Tax Provision Services - DT will provide tax advisory services
   in connection with the calculation of the Debtors' income tax
   provision and current and deferred income tax asset and
   liability accounts, as well as the preparation of
   required disclosures for the year ended Dec. 31, 2012.

B. Tax Compliance Services - DT will work with the Debtors to
   prepare their 2012 federal, state and local income tax returns.

C. Tax Consulting Services - DT will assist the Debtors in
   understanding relevant portions of the Internal Revenue Code
   and analyze potential resolutions of any issues related to the
   IRC as specified in the Tax Consulting Work Order.

D. Global Employer Tax Compliance Services - DT will provide
   assistance to certain specified employees of the Debtors on
   assignment in foreign countries with the preparation of their
   individual tax returns.  Additionally, DT will provide tax
   advisory consulting services to the Debtors upon request.

To the best of the Debtors' knowledge, Deloitte Tax does not hold
or represent any interest materially adverse to the Debtors or
their estates, Deloitte Tax is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code, and
Deloitte Tax's employment and retention by the Debtors is
necessary and in the best interests of the Debtors and their
estates.

                    About Overseas Shipholding

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

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

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

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


PATRIOT COAL: Hearing on Bonus Plans Delayed to March 18
--------------------------------------------------------
The hearing to consider Patriot Coal Corporation, et al.'s motion
for authority to implement compensation plans is adjourned and
continued to March 18, 2013, at 1:00 p.m.

In addition, the Bankruptcy Court set the objection deadline to
11:59 p.m. on March 8, 2013.  Deadline to reply to the objections
is on 11:59 p.m. on March 15, 2013 .

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

But as reported in the TCR on Feb. 20, 2013, the United Mine
Workers of America 1974 Pension Trust and the United Mine Workers
of America 1993 Benefit Plan are asking the Bankruptcy Court to
enter a scheduling order providing a reasonable period for
parties-in-interest to conduct discovery, setting a deadline for
filing responses to the AIP/CERP Motion and for hearing on the
AIP/CERP Motion.

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

                        About Patriot Coal

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

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

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

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

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


PATRIOT COAL: Incurs $730.5 Million Net Loss in 2012
----------------------------------------------------
Patriot Coal Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $730.59 million on $1.92 billion of total revenues
for 2012, as compared with a net loss of $139.13 million on $2.40
billion of total revenues for 2011.  The Company incurred a net
loss of $97.68 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $3.83 billion
in total assets, $4.07 billion in total liabilities and a $233.22
million total stockholders' deficit.

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

                        http://is.gd/AVz0YN

                        About Patriot Coal

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

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

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

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

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


PEANUT CORP: Ex-Owner et al. Face Charges Over Salmonella Outbreak
------------------------------------------------------------------
Dow Jones Newswires' Brent Kendall and The Wall Street Journal's
Devlin Barrett report that the U.S. Justice Department on Thursday
charged Stewart Parnell, the former owner of Peanut Corp. of
America, and other employees of engaging in a multiyear conspiracy
to hide the fact that many of the company's products were tainted
with Salmonella.

According to the report, prosecutors said the company failed to
notify its customers -- including several national food companies
-- when independent lab tests revealed the presence of salmonella.
In some cases, company officials fabricated lab results, stating
peanut products were salmonella-free even when tests showed
otherwise, or when no tests had been conducted at all, the Justice
Department said.  The report says the 76-count indictment against
Mr. Parnell and ex-employees includes charges of conspiracy, wire
fraud, obstruction of justice and introducing adulterated food
into the market.

The peanut butter salmonella outbreak in 2008 killed nine people
and sickened about 700.  Peanut Corp. of America went out of
business after the outbreak.

According to the report, a law firm representing Mr. Parnell said
he would prepare a vigorous defense.  The report did not identify
the law firm.

The report also relates Bill Marler, a Seattle lawyer who
represents victims of food-borne illnesses, including in the
Peanut Corp. case, said the charges would make other food
executives take notice.  "In 20 years, this is the first time I've
seen a criminal indictment of this magnitude," said Mr. Marler,
who added he has also been contacted by federal law-enforcement
officials investigating a 2010 salmonella outbreak linked to eggs
from Iowa and a 2011 Colorado listeria outbreak linked to
cantaloupes.

                        About Peanut Corp.

Peanut Corporation of America sold peanut butter and peanut paste
to companies that made products including cookies, crackers and
pet food.  Following a 2008 nationwide outbreak of Salmonella
poisoning that reports say sickened more than 700 people and
killed nine, Peanut Corp. -- http://www.peanutcorp.com/-- filed a
Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va.
Case No. 09-60452).  The Company estimated its assets and
liabilities in the range of $1 million to $10 million at the time
of the filing.

In September 2010, Judge Norman Moon of the U.S. District Court
for the Western District of Virginia allowed PCA settle tort
claims with more than two dozen victims of the 2008 salmonella
outbreak at the company's facilities.  Under the settlement, the
PCA trustee would distribute $12 million to resolve tort claims
arising from people who became ill or died after eating
salmonella-tainted peanut products.


PENNSYLVANIA ECONOMIC: Fitch Affirms 'BB+' Senior Bonds Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Pennsylvania Economic Development
Financing Authority's (the Colver Power Project, or Colver)
approximately $169 million in 2005 series F resource recovery
revenue refunding bonds (senior bonds) at 'BB+'.  The Rating
Outlook remains Stable.

Key Rating Drivers

-- Contractual Revenues Reliant on Strong Operations: The project
relies on the ability of the operator to maintain high
availability and capacity factors in order to maximize payments
under the power purchase agreement (PPA) with an investment grade
utility. The project also benefits from modest excess energy sold
at the locational marginal price (LMP).

-- Operating Cost Increase: The project benefits from a largely
contracted coal supply and has historically maintained compliance
with emissions controls. In order to meet the impending Mercury
Air Toxics Standard rule in 2015, however, the project will need
to utilize additional limestone which may result in a $3 million-
$4 million increase in plant operating costs, depending on final
compliance methods and requirements.

--Near-Term Debt Service Stable: Under a combined financial stress
scenario, Fitch projects near term debt service coverage ratios
(DSCR) commensurate with the rating. Beginning in 2015, Fitch
projections show pressured DSCRs due to the potential emissions
compliance costs and lower dispatch during major maintenance years
in 2015 and 2017.

-- Debt Structure Supports Cash Flow: The relatively short tenor
remaining on the debt combined with substantial liquidity will
help to buoy cash flows in the event of a low dispatch year due to
maintenance or a substantial increase to operating costs. This
benefit is partially offset by the back ended nature of the debt
combined with the increasing environmental compliance standards.

RATING SENSITIVITIES

-- Emissions control costs to comply with the Mercury and Air
Toxics Standards (MATS) substantially exceeding expected levels;

-- Increased fuel, ash or plant operating expenses above the
current elevated level;

-- Any extended outage resulting in decreased availability and
reduced cash flow.

SECURITY

The senior bonds are secured by a first-priority interest in all
project revenues, a lien on all of the project assets, and
security interests in the contract rights of the PPA.

CREDIT UPDATE

Despite 75% of coal under contract, the project has exhibited
decreased cash flow due to increased operating costs. The overall
cost profile has climbed 13% in 2012 from 2010 due largely to
increased cost of diesel with an additional 11% increase budgeted
for 2013, partially attributable to an increase in expected
generation.

In order to comply with MATS beginning in 2015, the project will
utilize additional limestone which is expected to increase costs
by $3 million-$4 million. The addition of limestone costs to meet
MATS as it stands today would strain cash flow at the current
rating level. Fitch notes that there is still some uncertainty
regarding the level of incremental costs as alternate methods of
compliance are currently being tested to reduce this cost for the
project.

Overall 2012 production was lower than previously budgeted due to
two unplanned outages that occurred in March and October due to
tube leaks. As a result, revenue was lower than budgeted and the
capacity factor was 97.8% compared to the near 100% levels that
the project has been dispatched at since 2009. This reduced level
of output resulted in lower than anticipated operating costs with
operating costs of $32.4 million compared to $36.5 million.
Overall, the 2012 Fitch calculated DSCR is 1.24 times (x) which
represents a significant decrease from the year prior at 1.38x.

The March and October forced outages were due to tube leaks that
are common for an aging coal facility. The major maintenance
planned for 2014 will likely be pushed to 2015, and should help to
improve plant operation though at a reduced output level for the
time offline.

The Colver Project consists of a nominal 111.15 megawatt waste
coal-fired qualifying facility located on a 62-acre site in
Cambria, Pennsylvania. The project also includes a 9.6-mile, 115-
kilovolt transmission line interconnecting with the Pennsylvania
Electric Company (Penelec; 'BBB-' Stable Outlook) Glory
Substation. The Colver facility began commercial operations on May
16, 1995. The senior bonds were issued on behalf of an owner-
participant as part of a leveraged-lease transaction. Colver's
sponsor is a limited partnership, Inter-Power/AhlCon Partners,
which is held by subsidiaries of Constellation Energy Group
(Exelon; 'BBB+') and Northern Star Generation.

Under the terms of the PPA, Penelec pays flat rates on annual
energy up to 278 gigawatt-hours (GWh) of on-peak production and
501 GWh/year off-peak production. Penelec purchases excess energy,
produced in excess of caps above, at the posted hourly LMP or day-
ahead of PJM Interconnectedness, LLC. LMP sales, despite their
variability in price and small percentage relative to total
revenues, help to add cushion to the cash flow profile.


PENSON WORLDWIDE: April 18 Plan Objection and Voting Deadline Set
-----------------------------------------------------------------
Penson Worldwide Inc. presented to the court on Feb. 21, 2013, a
copy of its Second Amended Plan of Liquidation.  The Disclosure
Statement accompanying the Second Amended Plan provides that
objections to confirmation of the Plan, and the voting deadline to
accept or reject the Plan, is 5:00 p.m. (prevailing eastern time)
on April 18, 2013.

The hearing to consider the adequacy of the information contained
in the Proposed Disclosure Statement is currently scheduled for
March 14 at 9:30 a.m. (prevailing eastern time).  Any objections
to the approval of the Disclosure Statement must be filed by March
7, at 4:00 p.m.

Penson filed for Chapter 11 to liquidate assets in agreement with
senior and convertible noteholders.  Its Plan provides for
distributing proceeds of collateral to secured creditors.
Otherwise, unsecured creditors will receive distributions in the
order of priority laid out in bankruptcy law.  Second-lien
creditors are treated as unsecured creditors.  There will also be
no substantive consolidation, so creditors will receive
distributions only from assets of the Penson company liable on the
claim.

Full-text and blacklined copies of the Second Amended Plan and
accompanying Disclosure Statement are available for free at:

http://bankrupt.com/misc/Blacklined_Penson_2ndAmendedPlan_and_DS.pdf
http://bankrupt.com/misc/Penson_2ndAmendedPlan.pdf
http://bankrupt.com/misc/Penson_AmendedDS.pdf

                      About Penson Worldwide

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

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

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

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

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

The 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.


PENSON WORLDWIDE: Gets $10.5MM Stalking Horse Bid in Asset Sale
---------------------------------------------------------------
Penson Worldwide Inc. and is debtor-affiliates seek court approval
to sell substantially all of the Company's assets related to the
direct access trading technology and online brokerage solutions of
Penson Worldwide Inc. and Nexa Technologies to Federation des
Caisses Desjardins du Quebec, subject to higher and better offers.

Federation des Caisses will pay a total of $10.5 million for the
assets.

If other parties submit qualified bids, an auction will take place
on March 22, 2013, at 10:00 a.m., at the offices of Young Conaway
Stargatt & Taylor, LP, at North King Street, in Wilmington,
Delaware. Parties have until March 20 to submit bids.

In the event the Debtors sell the assets to another party who
submits a higher and better bid, Federation des Caisses as the
stalking horse bidder will be paid a $187,500 break-up fee.

Judge Peter J. Walsh will convene a hearing to approve the sale of
the assets to the successful bidder on March 26, 2013, at 9:30
a.m. (prevailing Easter Time). Objections to the sale are due
March 20.

                      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.


PINNACLE AIRLINES: World Trade Center Owners Drop Claims in Plan
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that owners of the World Trade Center towers in New York
are dropping their claims against Pinnacle Airlines Corp. and
agreeing to limit recoveries to available insurance.

According to the report, the buildings' owners sued Colgan Air
Inc., a Pinnacle subsidiary operating feeder flights for US
Airways Group Inc.  Colgan operated a flight carrying hijackers
from Portland, Maine, to Boston, where they boarded American
Airlines flight 11 that crashed into one of the towers.

The report relates that the buildings' owners agreed to seek no
recovery from Pinnacle's forthcoming Chapter 11 reorganization
plan.  They are being allowed to proceed with the suit in federal
district court in New York in return for limiting recovery to
available insurance.

Pinnacle is on track to emerge from bankruptcy reorganization as a
wholly owned subsidiary of Delta Air Lines Inc.  Disclosure
materials explaining the plan come up for approval at a March 7
hearing.  The official creditors' committee and the unions support
the plan, even though unsecured and union creditors will recover
less than 1% on claims totaling as much as $690 million.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


PLY GEM: Moody's Retains Caa1 CFR; Revises Outlook to Positive
--------------------------------------------------------------
Moody's Investors Service affirmed Ply Gem Industries, Inc.'s Caa1
Corporate Family Rating and its Caa1-PD Probability of Default
Rating. In a related action, Moody's revised Ply Gem's rating
outlook to positive from stable, citing continued growth in US new
home construction and expectations for strengthening demand within
the domestic repair and remodeling sector, the key drivers of Ply
Gem's revenues.

The following ratings were affected by these actions:

Corporate Family Rating affirmed at Caa1;

Probability of Default Rating affirmed at Caa1-PD;

Senior secured notes due 2018 affirmed at Caa1 (LGD4, 51%);

Senior unsecured notes due 2017 affirmed at Caa3 (LGD6, 93%)

Ratings Rationale:

Ply Gem's Caa1 Corporate Family Rating primarily reflects the
company's elevated debt leverage, which was approximately 7.8
times as of September 29, 2012 and is unlikely to improve
materially over the next 12 to 18 months, according to Moody's
projections. Moody's also expects debt-to-book capitalization to
remain well in excess of 100%, as the company has significantly
negative tangible equity. However, while Moody's anticipates Ply
Gem maintaining a highly leveraged capital structure over the near
term, Moody's forecasts a gradual improvement in the company's
operating performance as demand in its key end markets continues
to improve. The bulk of sales in the company's windows segment are
derived from the new home construction sector, where Moody's
believes momentum gained over the past 12 months will likely be
sustained throughout 2013. Likewise, Ply Gem's siding business
will likely see an increase in volume as optimism among repair and
remodeling contractors is the strongest since 2005, according to
the most recent data compiled by the National Association of Home
Builders. As a result, Moody's projects EBITA margin remaining
strong at 10% to 11% and EBITA-to-interest expense improving to
1.1 times from approximately 1.0 time over the next 12 to 18
months (all ratios incorporate Moody's standard adjustments). The
company has no near-term debt maturities and will likely maintain
sufficient liquidity to cover any potential operating cash
shortfalls as working capital needs increase to meet higher
demand.

The change in rating outlook to positive from stable reflects
Moody's expectations for continued improvement in operating
metrics resulting from a gradual recovery in Ply Gem's key end
markets.

When the company's end markets show strong, sustainable growth Ply
Gem will need to demonstrate the ability to generate significant
levels of operating earnings and free cash flow. Operating
performance that results in debt-to-EBITDA remaining below 7.0
times or EBITA-to-interest sustained above 1.0 times and trending
towards 1.25 times (all ratios incorporate Moody's standard
adjustments) could result in positive rating actions.

Factors that could result in a downgrade include operating
performance below expectations or erosion in the company's
financial performance due to an unexpected further decline in Ply
Gem's end markets. Debt-to-EBITDA remaining above 8.0 times,
EBITA-to-interest expense remaining below 0.75 times (all ratios
incorporate Moody's standard adjustments) or a deteriorating
liquidity profile could pressure the ratings.

The principal methodology used in rating Ply Gem Industries, Inc.
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.

Ply Gem Industries, Inc., headquartered in Cary, NC, manufactures
exterior building products in North America. The company's core
products are vinyl siding, windows, patio doors, fencing, railing,
and stone veneer, serving both the new construction and repair and
remodeling end markets. CI Capital Partners LLC, through its
respective affiliates, is the primary owner of Ply Gem. Revenues
for the 12 months ended September 29, 2012 totaled about $1.1
billion.


POWERWAVE TECHNOLOGIES: U.S. Trustee Forms Creditors Committee
--------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
persons to serve the Official Committee of Unsecured Creditors in
the Chapter 11 case of Powerwave Technologies, Inc.

The Committee is comprised of:

      1. Wilmington Trust, National Association
         Attn: Julie J. Becker
         50 South Sixth St., Suite 1290
         Minneapolis, MN 55402
         Tel: (612) 217-5628
         Fax: (612) 217-5651

      2. Deutsche Bank Trust Company Americas
         c/o Deutsche Bank National Trust Co.
         Attn: Stanley Burg
         100 Plaza One, 6th Floor
         Jersey City, NJ 07311
         Tel: (201) 593-4749
         Fax: (732) 380-2345

      3. DuPont Pension Trust
         Attn: Roman Fedorak
         1 Righter Pkwy.
         Wilmington, DE 19803
         Tel: (302) 477-6049
         Fax: (302) 477-6564

      4. Kleinheinz Capital Partners
         Attn: Marwill Cowden
         301 Commerce St., Suite 1900
         Fort Worth, TX 76107
         Tel: (817) 348-8100
         Fax: (817) 348-8010

      5. AT&T Services, Inc.
         Attn: James W. Grudus, Esq.
         One AT&T Way, Room 3A218
         Bedminster, NJ 07921
         Tel: (908) 234-3318
         Fax: (832) 213-0157

      6. Syrma Technology Private Limited
         c/o Matthew D. Metzger
         605 Market St., Suite 505
         San Francisco, CA 94105
         Tel: (415) 513-5980
         Fax: (415) 513-5985

      7. Orion Management, LLC
         Attn: Timothy Britell
         8003 Forbes Pl., Suite 100
         Springfield, VA 22151
         Tel: (703) 321-2191
         Fax: 703-321-2195

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.  Kurtzman Carson Consultants serves
as administrative agent and Conway MacKenzie serves as financial
advisor.


POWERWAVE TECHNOLOGIES: Section 341(a) Meeting Slated for March 14
------------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Powerwave Technologies, Inc.'s Chapter 11 case on March 14,
2013, at 1 p.m.  The meeting will be held at J. Caleb Boggs
Federal Courthouse, 844 King Street, 2nd Floor, Room 2112,
Wilmington, Delaware.

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

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

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.  Kurtzman Carson Consultants serves
as administrative agent and Conway MacKenzie serves as financial
advisor.

The U.S. Trustee appointed a seven-member official committee of
unsecured creditors.


POWER CENTRE: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Power Centre Church International
        16650 Sumpter Road
        Belleville, MI 48111

Bankruptcy Case No.: 13-43114

Chapter 11 Petition Date: February 20, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Lynn M. Brimer, Esq.
                  Strobl & Sharp, P.C.
                  300 East Long Lake Road, Suite 200
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-2300
                  E-mail: lbrimer@stroblpc.com

                         - and ?

                  Meredith Taunt, Esq.
                  STROBL & SHARP, P.C.
                  300 East Long Lake Road, Suite 200
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-2300
                  E-mail: mtaunt@stroblpc.com

Scheduled Assets: $1,568,156

Scheduled Liabilities: $7,262,887

A copy of the Company's list of its five unsecured creditors is
available for free at http://bankrupt.com/misc/mieb13-43114.pdf

The petition was signed by Linda Fletcher, trustee.


PPL IRONWOOD: Moody's Lifts Rating on $51MM Senior Bonds to 'Ba1'
-----------------------------------------------------------------
Moody's upgraded the rating of PPL Ironwood, LLC's approximately
$51 million senior secured bonds to Ba1 from B2 and revised the
outlook to stable. This concludes the review for upgrade initiated
in March 2012 when PPL Generation LLC, the competitive generation
subsidiary of PPL Energy Supply, LLC (PPL Supply: Baa2 senior
unsecured, stable) announced its agreement to acquire Ironwood and
its operating affiliate, AES Prescott LLC, from a subsidiary of
the AES Corporation (AES: Ba3 Corporate Family Rating, stable).
The upgrade also follows the conclusion of PPL Supply's offer to
exchange all of the Ironwood bonds outstanding for unsecured debt
of PPL Supply which resulted in the extinguishment of all but
about 24% of the Ironwood bonds.

Ratings Rationale:

The upgrade reflects the significant deleveraging that occurred at
Ironwood as a result of PPL Supply's recently concluded debt
exchange and considers improved operational prospects for the
project emanating from PPL Supply's equity ownership and
operation. Ironwood is a strategic asset for PPL Supply that has
been complementing its competitive asset base in PJM since 2008
when it acquired the project's tolling agreement. As anticipated,
PPL has demonstrated its support for the project via capital
contributions that have helped to fund major maintenance, and most
recently by its offer to exchange all of the project's outstanding
debt for debt of PPL Supply.

As a result of the debt exchange, Moody's projections of
Ironwood's annual debt service coverage ratios during the
contracted portion of the financing term (through 2021) have
improved dramatically to about 3.0 -- 4.0 times versus Moody's
prior projections of about 1.0 time. Given the strategic nature of
the asset, Moody's anticipates PPL's implicit and explicit support
will likely continue beyond the term the existing power purchase
agreement.

The Ba1 rating also reflects the single-asset non-recourse nature
of the Ironwood financing which no longer benefits from the
protections included in its original project finance structure. In
conjunction with the exchange, PPL Supply obtained the requisite
number of consents to implement a comprehensive set of amendments
which strip the Ironwood bonds of virtually all of their project
protections. Although the bonds remain secured, and there will
still be accounts held by a trustee including a debt service
reserve, the use and funding of the accounts will be almost
entirely at the discretion of the project. Essentially all of the
covenants have been eliminated; for example, there are no
restrictions on dividends, no limitations on additional debt, no
insurance requirements, no change of control protections, and no
prohibition against amendments to project documents, including the
tolling agreement. The only remaining reporting requirement is
notification in the Event of a Default.

On January 11, 2013, PPL Supply announced an exchange offer
whereby holders of the Ironwood Bonds could receive $1,270 of
registered Senior Notes of PPL Supply for each $1,000 of Ironwood
Bonds outstanding. On February 11, 2013, PPL Supply announced that
$167,281,121, or approximately 76% of the Ironwood Bonds had been
validly tendered; the exchange settled on February 12th.

The rating outlook is stable reflecting the predominately
contracted nature of the project's cash flow as well as its
current ownership and financing structure. Upward rating pressure
could develop if for example, PPL Supply were to guarantee the
debt, a scenario that Moody's considers unlikely. An increase in
leverage, a change of ownership or a material revision to the
tolling agreement could put downward pressure on the rating.

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

Ironwood is a 705 MW gas-fired combined-cycle generating facility
in South Lebanon Township, Pennsylvania. The project sells all of
its capacity to PPL Energy Plus pursuant to a tolling agreement
expiring in 2021. PPL's payment obligations under the toll are
guaranteed by its parent, PPL Supply. PPL Supply is a subsidiary
of PPL Corporation (PPL: Baa3 senior unsecured, stable).


PRIME PLASTICS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Prime Plastics, Inc.
        100 Detroit Avenue
        Washington, PA 15301

Bankruptcy Case No.: 13-20698

Chapter 11 Petition Date: February 20, 2013

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO & CORBETT, P.C.
                  310 Grant Street, Suite 1105
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/pawb13-20698.pdf

The petition was signed by Jacqueline A. Meyers, chairperson.


PRO MACH: Moody's Affirms 'B2' CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service affirmed Pro Mach, Inc.'s B2 Corporate
Family Rating and B2-PD Probability of Default Rating, and also
maintained its B2 rating of the company's existing term loan which
is being upsized by $70 million, from $245 million to $315
million. The net proceeds will be used for a shareholder
distribution to affiliates of The Jordan Company, L.P. and senior
management. The amount of the company's revolving credit facility
($55 million) is unchanged and the rating is affirmed at B2. The
ratings outlook remains stable.

Although the leveraged re-capitalization will increase the
company's debt burden and weaken its prospective coverage metrics,
Moody's expects these metrics to remain supportive of the B2
rating.

Ratings Rationale:

Pro Mach's B2 rating considers the company's modest revenue scale
in a fragmented industry, competitive offering across a range of
equipment, leveraged capital structure and significant
contributions earned in aftermarket products and services. The
rating benefits from the company's track record of sustained
profitability and free cash flow generation which reflects limited
working capital and modest capital expenditure needs. Although
demand for new equipment tends to be cyclical, the company's
installed base of equipment facilitates material cash flows from
the less volatile and higher margin aftermarket segment. While the
company's business base is concentrated in North America, its
primary end-markets are in relatively stable sectors such as the
food, beverage, consumer products and pharmaceuticals industries.
Furthermore its customer base is fairly diverse which provides
some stability to ongoing demand. The engineered nature of
equipment and services combined with the company's established
field presence and successful operating record are supportive of
maintaining long term customer relationships.

Pro Mach was assembled through a series of acquisitions and it has
continued to purchase new business lines. Acquired operations have
allowed the company to provide integrated solutions to its
customers as well as the opportunity to rationalize administrative
and corporate costs. Strategically, Moody's would expect the
company to consider further transactions which may slow the pace
of future debt reduction. The debt funded shareholder return will
add to its financial leverage.

The stable outlook anticipates low single digit growth in revenues
and continuing free cash flow generation. This should enable the
company to adequately service its scheduled fixed charges over the
intermediate term. The outlook is further supported by good
liquidity.

Attaining greater scale in its operations, adding geographic
diversification, reducing funded debt through free cash flow
generation and improving profitability would be viewed positively.
Debt/EBITDA significantly below 4 times, EBITA/interest greater
than 3 times and FCF/debt consistently above 8% could lead to
higher ratings. The ratings and outlook could encounter downward
pressure should prospects for the company's revenues and margins
appreciably soften and lead to higher leverage and weaker coverage
metrics. Quantitatively, this could be evidenced through:
EBITA/interest below 1.5 times, debt/EBITDA above 6 times, and
free cash flow to debt under 5%.

Ratings affirmed with refreshed Loss-Given-Default assessments:

  Corporate Family, B2

  Probability of Default, B2-PD

  $55 million revolving credit facility, B2, LGD-3, 49%

  $315 million term loan, B2, LGD-3, 49%

The last rating action was on October 4, 2012 at which time the
company's ratings were affirmed at B2 when it increased the size
to its term loan and revolving credit facility.

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

Pro Mach, Inc., headquartered in Loveland, OH, manufactures a
range of packaging equipment used primarily in the food, beverage,
household goods and pharmaceutical industries. The company was
acquired by an affiliate of a private equity firm, The Jordan
Company, and certain members of Pro Mach's management team in July
2011. Revenues in 2012 were approximately $385 million.


PROLOGIS INC: Fitch Upgrades Preferred Stock Rating to 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded the credit ratings of Prologis, Inc.
(NYSE: PLD), its operating partnership, Prologis, L.P. and its
subsidiary Prologis Tokyo Finance Investment Limited Partnership
as follows:

Prologis, Inc.
-- Issuer Default Rating (IDR) to 'BBB' from 'BBB-';
-- $582 million preferred stock to 'BB+' from 'BB'.

Prologis, L.P.
-- IDR to 'BBB' from 'BBB-';
-- $1.7 billion global senior credit facility to 'BBB'
    from 'BBB-';

-- $5.0 billion senior unsecured notes to 'BBB' from 'BBB-';

-- $944.0 million senior unsecured convertible notes to 'BBB'
    from 'BBB-';

-- EUR487.5 million senior unsecured term loan to 'BBB'
    from 'BBB-'.

Prologis Tokyo Finance Investment Limited Partnership
-- JPY36.5 billion senior unsecured revolving credit facility
    to 'BBB' from 'BBB-';

-- JPY10 billion senior unsecured term loan to 'BBB' from 'BBB-'.

The Rating Outlook has been revised to Stable from Positive.

Key Rating Drivers

The upgrade of Prologis' IDR to 'BBB' centers on the company's
material reduction in leverage, principally via the announced
European joint venture (European JV) with Norges Bank Investment
Management (NBIM) and the successful recent initial public
offering of Nippon Prologis REIT, Inc., a Japanese REIT (J-REIT).
Credit strengths include the company's global industrial real
estate platform including the private capital franchise, a
granular tenant roster, and strong access to capital. Credit
concerns include fixed charge coverage that is low for the rating
but projected to improve, as well as increasing development
(including speculative projects) and significant 2014 debt
maturities that weaken liquidity.

Material Leverage Reduction

PLD's leverage was 7.1x as of Dec. 31, 2012 pro forma for
dispositions and fund contributions, down from 8.2x in FY2012 and
7.8x in 4Q'2011 and meaningfully below the 8.0x leverage threshold
Fitch previously established as a key ratings driver for positive
ratings momentum. Fitch expects leverage will improve modestly to
the high 6x range over the next 12-to-24 months assuming low-
single digit same-store NOI growth and additional debt repayment
via contributions and dispositions. PLD's pro forma and forecasted
leverage are strong for the 'BBB' rating for a large global
industrial REIT. In a stress case not anticipated by Fitch in
which same-store NOI declines are similar to those experienced in
2009-2010, leverage would approach 8.0x, which would be weak for a
'BBB' rating.

Upon completion of the June 2011 ProLogis-AMB merger, PLD
announced a 10-quarter strategic plan that would re-align the
portfolio with greater exposure to global markets, strengthen the
company's financial position, streamline the private capital
business, and improve asset utilization. Debt repayment via
proceeds from asset dispositions and contributions (most notably
the European JV and J-REIT listing) has been the primary mechanism
through which PLD has achieved its goal to strengthen its
financial position.

On Dec. 20, 2012, PLD announced a joint venture with NBIM to which
PLD would contribute 195 stabilized European properties. The JV is
structured as a 50-50 venture with an equity commitment of EUR2.4
billion ($3.1 billion) including a EUR1.2 billion ($1.55 billion)
co-investment by both NBIM and Prologis. The venture has an
initial term of 15 years. Prologis will have the ability to reduce
its ownership to 20% following the second anniversary of closing,
which is expected in March 2013.

On Feb. 14, 2013, Nippon Prologis REIT, Inc. (NPR), a J-REIT
externally managed by PLD, priced its initial public offering.
Prologis contributed 12 Japan properties to NPR for initial
consideration of approximately JPY 173 billion ($1.9 billion) and
received cash proceeds of JPY 153 billion ($1.7 billion). PLD
expects to sell additional Japanese properties to NPR going
forward.

Global Platform

The company's large platform limits exposure to regional
fundamentals, with 49.6% of 4Q'2012 NOI derived from Prologis-
defined global markets in the Americas, 21.1% in Europe, 12.4% in
Asia, and the remainder in regional and other markets. The private
capital platform provides an additional layer of fee income and
recurring cash distributions to cover PLD's fixed charges. In
addition, Prologis has a granular tenant roster, including top
three tenants DHL (2.0% of annual base rent), CEVA Logistics (1.4%
of annual base rent) and Kuehne & Nagel (1.3% of annual base
rent), with no other tenant exceeding 1.0% of annual base rent.

Historically Strong Access to Capital

Legacy ProLogis and AMB Property Corporation both had strong
access to capital, and since the merger, Prologis has raised
proceeds via a multicurrency unsecured term loan and private
capital financings and recast its multicurrency unsecured
revolving credit facility. The company has not raised meaningful
proceeds in the unsecured bond or equity markets due to a lack of
need since the merger. The company will likely fund a significant
portion of near-term corporate uses of liquidity with asset sales
and contributions proceeds and will fund longer-term liquidity
needs via unsecured bond and equity offerings.

Increasing Development Activity

Prologis' development activities entail moderate lease-up risk, as
build-to-suit assets represented approximately 57% of the
development pipeline as of Dec. 31, 2012, with the remainder being
speculative projects. The pipeline is increasing but remains
somewhat small, as cost to complete development represented 3.2%
of gross assets as of Dec. 31, 2012 compared with 1.4% as of Dec.
31, 2011. The pipeline should remain active in the coming years
due to industrial real estate supply-demand dynamics.

Adequate Liquidity Despite 2014 Maturities

Liquidity coverage, defined as liquidity sources divided by uses,
is 1.3x for the period Jan. 1, 2013 through Dec. 31, 2014.
Liquidity sources include unrestricted cash, availability under
revolving credit facilities pro forma for Prologis' share of
projected contributions to the Norges JV and J-REIT and projected
retained cash flows from operating activities. Liquidity uses
include pro rata debt maturities after extension options at PLD's
option and pro forma debt transfer related to the Norges JV, and
projected recurring capital expenditures. When including Prologis'
share of projected development starts as a liquidity use,
liquidity coverage weakens to 1.0x. 2014 debt maturities
represented 25.2% of pro rata debt maturities as of Dec. 31, 2012,
which adversely impact liquidity coverage, however a portion of
these maturities are extendable at the company's option.

Prologis has strong contingent liquidity with unencumbered assets
(4Q'2012 estimated unencumbered NOI divided by a 7.0%
capitalization rate pro forma for the Norges JV, J-REIT, and other
contributions and dispositions) to unsecured debt of 2.4x. When
applying a stressed 50% haircut to the book value of land held,
unencumbered asset coverage improves to 2.6x. In addition, the
covenants in the company's debt agreements do not restrict
financial flexibility, and the company's AFFO payout ratio was
92.9% in 2012 indicating some liquidity generated from operating
cash flow.

Fixed-Charge Coverage to Improve

The company's fixed charge coverage ratio is low for the 'BBB'
rating at 1.7x in 4Q'2012 pro forma. Fixed-charge coverage was
1.6x in 4Q'2012 due to higher merger-related G&A expense and
higher pro rata capital expenditures stemming from heavy leasing
volume. This compares with the 1.8x for FY2012 and 1.8x for
4Q'2011. Fitch defines fixed-charge coverage as recurring
operating EBITDA including Fitch's estimate of recurring cash
distributions from unconsolidated entities less recurring capital
expenditures less straight-line rent adjustments divided by total
interest incurred and preferred stock dividends.

Fitch's base case anticipates that coverage will approach 2.5x
over the next 12-to-24 months due to low single-digit same-store
NOI growth as occupancy continues to rise and rental rate rollover
declines moderate. Same-store cash NOI increased by 0.8% in
4Q'2012 after growth of 3.0%, 2.3% and 3.1% in 3Q'2012, 2Q'2012
and 1Q'2012, respectively. Total occupancy was 94.0% as of
Dec. 31, 2012 compared with 92.2% as of Dec. 31, 2011, and rental
rates declined by 2.3% on average during 2012 compared with a 7.0%
average decline during 2011. Coverage sustaining between 2.0x and
2.5x would be appropriate for a 'BBB+' rating.

In a stress case not anticipated by Fitch in which same-store NOI
declines by levels experienced in 2009 - 2010 and development
leasing is limited, coverage would remain around 2.0x, which would
remain adequate for the 'BBB' rating.

The two-notch differential between PLD's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available on Fitch's web site at
'www.fitchratings.com', these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

Rating Sensitivities

The following factors may result in positive momentum on the
rating and/or Outlook:

-- Liquidity coverage including development sustaining above
    1.25x (base case liquidity coverage is 1.3x, but 1.0x
    including development);

-- Fitch's expectation of leverage sustaining below 6.5x (pro
    forma leverage is 7.1x);

-- Fitch's expectation of fixed-charge coverage sustaining above
    2.0x (pro forma coverage is 1.7x).

The following factors may result in negative momentum on the
rating and/or Outlook:

-- Liquidity coverage including development sustaining below
    1.0x;

-- Fitch's expectation of leverage sustaining above 8.0x;

-- Fitch's expectation of fixed charge coverage ratio sustaining
    below 1.5x.



POTLATCH CORP: Moody's Reviews 'Ba1' CFR for Possible Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Potlatch Corporation's corporate
family and senior unsecured ratings on review for upgrade. The
following ratings were placed on review for upgrade:

Senior unsecured debt at Ba1, corporate family rating at Ba1

Ratings Rationale:

The review for upgrade reflects Potlatch's signing of the new
unsecured revolving credit facility replacing its existing secured
line of credit. As a result of this transaction, the REIT's
valuable timberland portfolio has become fully unencumbered and
its secured leverage has been eliminated. The new revolving credit
agreement provides for a $250 million facility maturing in
December 2017.

During its review, Moody's will focus on the sustainability of the
current strongly positive trends in the timber and lumber markets,
as well as the impact of the gradual housing recovery and
remaining macroeconomic uncertainty in the US.

Potlatch's ratings continue to be supported by the REIT's diverse
timberland portfolio in Arkansas, Idaho, and Minnesota. The REIT's
credit profile is strong with moderate leverage (debt to gross
assets) at 40.7%, net debt/EBITDA at 3.1x and fixed charge
coverage at 4.4x as of December 31, 2012. Potlatch has limited
near-term debt maturities, and the new revolver was undrawn at
closing. Positively, the REIT has been able to cover its dividend
obligations with operating cash flows following the harvest
reduction and accompanying dividend cut in 2011. Longer term,
Moody's continues to be optimistic regarding the demand for timber
and lumber products both domestically (due to prevailing
demographic trends and early signs of housing recovery) and
internationally (due primarily to consistent demand from China).

Counterbalancing these strengths, Potlatch remains the smallest
(in terms of the asset size) timber REIT operating in a volatile
commoditized industry where one of the major end markets (housing)
continues to be weak.

A rating upgrade would depend on Potlatch continuing to generate
reliable operating cash flows sufficient to cover its dividend
burden fully and maintaining adequate liquidity, while having more
consistent operating margins.

Negative ratings pressure would result from net debt/EBITDA in
excess of 6.0x, fixed charge coverage below 2.5x, or any liquidity
concerns. In addition, Moody's would view consistent de-
capitalization of the REIT via significant asset sales as a
negative.

Moody's last rating action with respect to Potlatch was on
December 9, 2011, when Moody's affirmed the ratings and revised
the rating outlook to stable from positive.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


QUALITY DISTRIBUTION: FMR LLC Holds 14% 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 4,113,552 shares
of common stock of Quality Distribution Inc. representing 14.8% of
the shares outstanding.  FMR LLC previously reported beneficial
ownership of 3,351,704 common shares as of March 9, 2012.  A copy
of the amended filing is available at http://is.gd/xWNmi0

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million in 2011,
compared with a net loss of $7.40 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $513.05
million in total assets, $532.79 million in total liabilities and
a $19.74 million total shareholders' deficit.

                        Bankruptcy Warning

In its Form 10-K for 2011, the Company noted that it had
consolidated indebtedness and capital lease obligations, including
current maturities, of $307.1 million as of Dec. 31, 2011.  The
Company must make regular payments under the New ABL Facility and
its capital leases and semi-annual interest payments under its
2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.


QUALITY DISTRIBUTION: Wellington Holds 6% 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 1,801,434 shares
of common stock of Quality Distribution, Inc., representing 6.48%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/2xslMM

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million in 2011,
compared with a net loss of $7.40 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $513.05
million in total assets, $532.79 million in total liabilities and
a $19.74 million total shareholders' deficit.

                        Bankruptcy Warning

In its Form 10-K for 2011, the Company noted that it had
consolidated indebtedness and capital lease obligations, including
current maturities, of $307.1 million as of Dec. 31, 2011.  The
Company must make regular payments under the New ABL Facility and
its capital leases and semi-annual interest payments under its
2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.


QUANTUM FUEL: Whitebox Advisors Discloses 3% Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Whitebox Advisors, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
1,851,840 shares of common stock of Quantum Fuel Systems
Technologies Worldwide, Incorporated, representing 3.73% of the
shares outstanding.  A copy of the filing is available at:

                         http://is.gd/Yx1ZhC

                          About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that Company incurred significant operating losses
and used a significant amount of cash in operations during the
eight months ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the Company's quarterly report for the period ended
Sept. 30, 2012, the Company expects that its existing sources of
liquidity will only be sufficient to fund its activities through
Dec. 31, 2012.  "In order for us to have sufficient capital to
execute our business plan, fund our operations and meet our debt
obligations over this twelve month period, we will need to raise
additional capital and/or monetize certain assets.  We are
considering various cost-effective capital raising options and
alternatives including the sale of Schneider Power and/or other
assets, and the sale of equity and debt securities.  Although we
have been successful in the past in raising capital, we cannot
provide any assurance that we will be successful in doing so in
the future to the extent necessary to be able to fund all of our
growth initiatives, operating activities and obligations through
Sept. 30, 2013, which raises substantial doubt about our ability
to continue as a going concern."


QUINTILES: IPO No Impact on Moody 'B1' CFR
------------------------------------------
Moody's commented that Quintiles' filing of a Form S-1 with the
SEC on February 15, indicating the company's intentions of making
a public equity offering, is a modest credit positive.

The filing indicates that a portion of IPO proceeds would be used
to fully repay the $300 million term loan due 2017 ("Holdco term
loan", rated B3). This will result in a modest reduction to debt
to EBITDA and will simplify Quintiles' capital structure. There is
no change to any of Quintiles' ratings including the B1 Corporate
Family Rating or stable outlook.


REAL MEX: Being Dismissed for 'Administrative Insolvency'
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that even though Real Mex Restaurants Inc. was able to
sell the business and save 9,000 jobs, the Chapter 11
reorganization itself ended in failure.

According to the report, the sale left the company with
insufficient cash to pay costs arising during the bankruptcy that
began in October 2011.  Consequently, Real Mex filed papers last
month asking the bankruptcy judge in Delaware to dismiss the case.
The bankruptcy judge said at a hearing mid-February that he will
grant dismissal to the case.

The report recounts that the business was bought one year ago by
second-lien noteholders including funds managed by Tennenbaum
Capital Partners LLC, Z Capital Partners LLC and JPMorgan
Investment Management.  For the acquisition, they paid $46 million
in cash and assumed $38 million in liabilities while swapping
$80 million of the $130 million in second-lien notes.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

The Court has approved that certain asset purchase agreement
between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012,
for the sale of substantially all of the Debtors' assets.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard
P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its
financial advisor.

Early this year, the Bankruptcy Court authorized Real Mex to sell
substantially all of their assets to RM Opco, LLC, an entity
formed by a group of its bondholders.  Pursuant to the Jan. 27,
2012 purchase agreement, the purchaser made a written offer to
acquire the assets in exchange for (i) an $80,000 credit bid, (ii)
$53,569,000 in cash, and (iii) the assumption of the assumed
liabilities.


RENEGADE HOLDINGS: Sets April 17 Plan Confirmation Hearing
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that tobacco manufacturers Renegade Holdings Inc. and
Alternative Brands have an April 17 hearing for approval of a
Chapter 11 reorganization plan.  If the bankruptcy judge approves
the plan, it will be the second confirmation order the companies
obtained from the U.S. Bankruptcy Court in Winston-Salem, North
Carolina.

According to the report, the companies filed for bankruptcy
reorganization in January 2009 and won confirmation of a plan in
April 2009.  The judge set aside the confirmation order when he
learned that company officers were under criminal investigation
and creditors weren't told.  Later, a Chapter 11 trustee was
appointed.  He was unable to sell the business.

The report relates that the plan up for approval in April calls
for carrying on the business.  Unsecured creditors with as much as
$7.5 million in claims are to be paid no less than $2 million
within four years.  They are to receive $50,000 a month beginning
in one year, rising to $100,000 a month.  If the company can't be
sold within four years for enough to pay the $2 million, a
liquidating trust will take over to complete a sale.

The report notes that the sticking point had been tax claims on
sales of large cigars, once said to range from $9.1 million to
$12.5 million.  The claims arose under the 1998 settlement between
tobacco makers and states.  The settlement calls for approving
$4.5 million in claims to be paid over four years.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


RESIDENTIAL CAPITAL: Junior Lenders Want End of Exclusivity
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an ad hoc group of junior lenders of debtor
Residential Capital LLC says that the Debtor should lose the
exclusive right to propose a Chapter 11 reorganization plan if the
bankruptcy judge wants to foster an atmosphere leading to a global
agreement on such a plan.

According to the report, ResCap, the mortgage-servicing subsidiary
of non-bankrupt Ally Financial Inc., filed papers earlier this
month asking the judge to extend exclusive plan-filing rights by
90 days to May 29.  The ad hoc group said in a court filing on
Feb. 21 that ending exclusivity will create a "balanced
negotiation dynamic necessary" for a global agreement.  ResCap, by
contrast, said that ending exclusivity will have "catastrophic
consequences" for the goal of a consensual plan.

The ad hoc creditors point to Lehman Brothers Holdings Inc. as a
large case where the end of exclusivity led to a competing plan
that brought on a consensual agreement.

The junior lenders, the report discloses, say mediation conducted
by another bankruptcy judge has "seemingly emboldened certain
parties to harden their negotiating positions."  The main dispute,
according to the ad hoc group, centers around "non-consensual
third-party releases" running in favor of Ally.  Creditors have
said that a $750 million payment from Ally shouldn't be enough to
shield the parent from claims arising from the sale of defective
mortgages.

The ad hoc creditors want a quick conclusion to the bankruptcy to
cut off professional expenses so far totaling $285 million.

The bankruptcy judge will decide at a Feb. 28 hearing whether a
consensual plan will be fostered or hindered by longer
exclusivity.

                    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: Can't Pick Buyer for Non-Performing Loans
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC gave up on trying to sell
$130 million in non-performing home mortgages guaranteed by the
Federal Housing Administration.

According to the report, ResCap said it landed no acceptable bids
for a portfolio of $130 million of non-performing FHA loans.  The
bankruptcy court had approved sale procedures in mid-January.

The report relates ResCap said it will either "monetize" the
mortgages in the ordinary course of business or try another bulk
sale later.  The mortgages are among the $1 billion in FHA and
U.S. Veterans Affairs-guaranteed loans remaining after the loan-
servicing business and the primary loan portfolio were sold.

                       $8.7-Bil. Settlement

Meanwhile, ResCap, the report relates, filed papers on Feb. 20
opposing efforts by the official creditors' committee to exclude
evidence about advice from lawyers at the March 18 hearing for
approval of a proposed $8.7 billion settlement of claims for
selling substandard mortgages into 392 securitization trusts from
2004 to 2007.

According to the report, the committee in papers this month said
that ResCap blocked factual inquiries into communications with its
lawyers on the ground that advice of counsel wouldn't be used to
justify approval of the settlement.

ResCap, the report relates, said it never waived the right to rely
on advice of counsel as grounds for approving the settlement.  To
the contrary, ResCap always said it would use lawyers' advice as a
basis for approval.  ResCap also said it has waived the attorney-
client privilege to the extent necessary and has provided the
committee with documents that otherwise would be privileged.

ResCap's $2.1 billion in third-lien 9.625% secured notes due in
2015 traded Feb. 25 for 109.25 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The $473.4 million of ResCap senior
unsecured notes due in April last traded on Feb. 20 for 28 cents
on the dollar, a 19% increase since Dec. 19, according to Trace.

                    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: March 1 Status Conference on RMBS Settlement
-----------------------------------------------------------------
The status conference on Residential Capital's request for
approval of the proposed $8.7 billion settlement with residential
mortgage-backed securities trusts has been moved from Feb. 28 to
March 1, at 10:00 a.m.

One of the issues to be discussed at the March 1 status conference
is the request filed by the Official Committee of Unsecured
Creditors to preclude the Debtors from offering any evidence of
their reliance on counsel for advice concerning the evaluation,
negotiation, or approval of the proposed RMBS settlement.

The Committee made the request saying the Debtors made an about-
face from their statement that the motion seeking approval of the
RMBS Settlement "does not put attorney advice regarding [the
Settlement] at issue or waive the privilege."  The Committee said
the Debtors filed a reply to briefs of opposing parties seeking to
defend the Settlement based on the Debtors' reliance on the advice
of counsel.

In response, the Debtors argued it never explicitly disclaimed any
intention to offer evidence that their directors relied upon the
advice of counsel in deciding to approve the RMBS settlement;
rather, the Debtors added, they have explicitly informed the
Bankruptcy Court in September last year that they intended to
offer reliance on counsel evidence.  The Debtors further argued
that they also permitted to a limited waiver of their attorney-
client privilege to permit discovery concerning counsel advice,
that they have produced the written presentation made to the board
of directors, and permitted full discovery of the legal advice
provided to the Debtors at the meeting where the settlement was
approved.

The Committee's Motion to Preclude is joined by MBIA Insurance
Corporation, Financial Guaranty Insurance Company, and Wilmington
Trust, N.A.

                    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 AIG, et al., to Subordinate Claims
------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates commenced an
adversary proceeding asking the Bankruptcy Court to declare that
the securities claims asserted by certain insurers companies and
asset managers are subordinated pursuant to Section 510 of the
Bankruptcy Code to all general unsecured claims asserted against
the Debtors' estates.

In November 2012, defendants AIG Asset Management (U.S.), LLC and
its affiliated entities, Allstate Insurance Company and its
affiliated entities, Massachusetts Mutual Life Insurance Company,
and Prudential Insurance Company of America and its affiliated
entities filed a motion seeking for an order declaring that their
claims arising from their purchase of the Debtors' residential
mortgage-backed securities are not subordinated under Section
510(b).  Defendant National Credit Union Administration Board
later moved to join the Motion.  Also joining the Motion were Lead
Plaintiff New Jersey Carpenters Health Fund on behalf of itself
and the certified class it represents and Union Central Life
Insurance Company, Ameritas Life Insurance Corp., and Acacia Life
Insurance Company, although these two joiners were not named
defendants in the adversary complaint.

The Defendants, according to court papers filed in November, said
they hold about $1.78 billion in claims arising from their
purchase of RMBS securities issued by the Debtors.

The Debtors argue that elevating the Investor Claims to the same
priority as that afforded to general unsecured creditors will have
numerous inequitable effects if those contingent and disputed
litigation claims are ultimately allowed.  The inequitable
effects, according to the Debtors include:

   (1) diminution of recoveries for all general unsecured
       creditors, except for current certificateholders with
       securities claims, who would receive two recoveries;

   (2) violation of express subordination agreements between
       junior and senior trances of certificates because the
       junior Certificates would recover on their securities
       claims on equal priority with all other general unsecured
       creditors, before more senior tranches are made whole;

   (3) violation of rights within the most senior tranches; and

   (4) prejudice to secondary purchasers of Certificates.

The Steering Committee Group of RMBS Holders, MBIA Insurance
Corporation, an Ad Hoc Group of Junior Secured Noteholders,
Wilmington Trust, National Association, certain trustees or
indenture trustees for certain residential mortgage-backed
securitization trusts, and Assured Guaranty Municipal Corp. and
certain affiliates join in the Debtors' objection to AIG, et al.'s
Motion.

                    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).


REVLON CONSUMER: Loan Repricing No Impact on Moody's Ba3 CFR
------------------------------------------------------------
Moody's Investors Service said Revlon Consumer Products
Corporation's re-pricing and repayment of a portion of its Term
Loan Agreement is modestly credit positive but has no impact on
the company's credit ratings including its Ba3 Corporate Family
rating.

Headquartered in New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company. The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes which
is in turn wholly-owned by Ronald O. Perelman. Revlon's principal
brands include Revlon, Almay, Sinful Colors, Pure Ice, Charlie,
Jean Nate, Mitchum, Gatineau, and Ultima II. Revlon's net sales
for the fiscal year ended December 31, 2012 were nearly $1.4
billion.


RIDGELAND APARTMENT: Bixby Bridge Fund Has Court Okay to Foreclose
------------------------------------------------------------------
Bankruptcy Judge Joel T. Marker granted the request of Bixby
Bridge Fund I, LLC, for relief from the automatic stay in the
Chapter 11 case of Ridgeland Apartment Holdings, LLC.  Bixby may
exercise all of its legal, contractual and equitable rights
available to it under its Senior Loan Documents, including without
limitation, the sale of its collateral, the Judge said.  A copy of
the Court's Feb. 19 order is available at http://is.gd/DG1NETfrom
Leagle.com.

Attorneys for Bixby Bridge Fund I, LLC, are

          Lon A. Jenkins, Esq.
          JONES WALDO HOLBROOK & MCDONOUGH, PC
          Salt Lake City, UT
          Facsimile: (801) 328-0537
          E-mail: lajenkins@joneswaldo.com

               - and -

          Robert L. LaBate, Esq.
          Richard Bixter, Esq.
          HOLLAND & KNIGHT
          Chicago, IL
          E-mail: robert.labate@hklaw.com
                  richard.bixter@hklaw.com

Ridgeland Apartment Holdings, LLC, in Salt Lake City, Utah, filed
for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 12-35417) on
Dec. 10, 2012.  Judge Joel T. Marker oversees the case.  Knute A.
Rife, Esq., at Rife Law Office, serves as the Debtor's counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and debts.  The petition was signed by Shane Baldwin,
principal of member/manager.


RYAN INT'L: Sale to AJet Gets Judge's Approval
----------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that an Illinois
bankruptcy judge on Thursday approved a plan from bankrupt
government contractor Ryan International Airlines Inc. to sell its
brand and stock to AJet Holdings LLC after failing to find a buyer
willing to take the airline as a going concern.

The report related that U.S. Bankruptcy Judge Thomas Lynch
approved a plan for AJet to pay $800,000 to acquire all of Ryan's
stock as well as its name, goodwill and right to continue leasing
its office space at its former headquarters in Rockford, Ill.

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provided
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan had 460 employees, with the cockpit
crew, flight attendants and dispatchers represented by labor
unions.

Matthew M. Hevrin, Esq., and Thomas J. Lester, Esq., at Hinshaw &
Culbertson LLP, serve as the Debtors' counsel.  Silverman
Consulting serves as financial advisor.  The petition was signed
by Mark A. Robertson, executive vice president.

On March 19, 2012, the U.S. Trustee for Region 11 appointed the
official committee of unsecured creditors of the Debtors.  Brian J
Lohan, Esq., Lydia R. H. Slaby, Esq., Matthew A. Clemente, Esq.,
Matthew G. Martinez, Esq., at Sidney Austin LLP, in Chicago; and
Michael G. Burke, Esq., at Sidney Austin LLP, in New York City,
represent the Creditors' Committee as counsel.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


SCOTTSDALE VENETIAN: Wins Approval for Polsinelli as Counsel
------------------------------------------------------------
Scottsdale Venetian Village, LLC, sought and obtained approval
from the bankruptcy judge in Phoenix to employ the law firm of
Polsinelli Shughart as counsel.  PS claims to be a disinterested
party, does not hold or represent an interest adverse to the
estate, and will assist the Debtor in carrying out its duties
under Chapter 11 of the Bankruptcy Code.  The fees charged by PS
for legal services to be provided to the Debtor will be at its
customary hourly rates, which range between $160 and $650 per
hour.

                     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.


SEQUENOM INC: Steven Cohen Holds 9% Equity Stake at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Steven A. Cohen and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 10,578,157 shares
of common stock of Sequenom Inc. representing 9.2% of the shares
outstanding.  Mr. Cohen previously reported beneficial ownership
of 6,128,919 common shares or a 5.4% equity stake a of May 7,
2012.  A copy of the amended filing is available for free at:

                        http://is.gd/UlRV4S

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $264.18
million in total assets, $188.60 million in total liabilities and
$75.58 million in total stockholders' equity.


SEQUENOM INC: Patrick Lee Discloses 6% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Patrick Lee, MD, and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 7,431,110 shares
of common stock of Sequenom, Inc., representing 6.5% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/zGMCVq

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $264.18
million in total assets, $188.60 million in total liabilities and
$75.58 million in total stockholders' equity.


SEQUENOM INC: Sectoral Asset Holds 8% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Sectoral Asset Management Inc. and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 9,215,967 shares of common stock of Sequenom Inc. representing
8% of the shares outstanding.  A copy of the filing is available
for free at http://is.gd/jQ4QhA

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $264.18
million in total assets, $188.60 million in total liabilities and
$75.58 million in total stockholders' equity.


SOUTH CENTRAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: South Central Hospitality Group, LLC
          aka Days Inn of Bowling Green
        4617 Scottsville Road
        Bowling Green, KY 42104

Bankruptcy Case No.: 13-10178

Chapter 11 Petition Date: February 20, 2013

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Debtor's Counsel: Mark H. Flener, Esq.
                  LAW FIRM OF MARK H. FLENER
                  P.O. Box 8
                  1143 Fairway Street, Suite 101
                  Bowling Green, KY 42102-0008
                  Tel: (270) 783-8400
                  Fax: (270) 783-8873
                  E-mail: mark@flenerlaw.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 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/kywb13-10178.pdf

The petition was signed by John T. Barbalas, member.


SPANISH BROADCASTING: Third Avenue Holds 5% Stake at Dec. 31
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Third Avenue Management LLC disclosed that, as of
Dec. 31, 2012, it beneficially owns 210,700 shares of common stock
of Spanish Broadcasting System, Inc., representing 5.06% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/TIXHby

                   About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2012, showed
$473.83 million in total assets, $427.51 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock, and a $46.03 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


STAMP FARMS: Creditors Committee Taps Robbins Salomon as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Stamp Farms, L.L.C., et al., asks the U.S. Bankruptcy
Court for the Western District of Michigan for permission to
retain Robbins, Salomon & Patt, Ltd. as its counsel.

The hourly rates of RSP's personnel are:

         Partners                      $290 to $450
         Associates                    $140 to $270
         Paralegals/Research Clerks    $105 to $160

The hourly rates certain professionals working in the case are:

         Jennifer L. Barton, associate     $200
         Diane H. Psarras, partner         $295

RSP has agreed to cap the hourly rates of Steve Jakubowski, whose
work will represent most of RSP's partner hours on the engagement,
at $375.  In addition, no RSP attorneys will charge for travel
time to and from Chicago to court hearings or other proceedings or
meetings in Michigan.

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

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Debtor Stamp Farms sells its grain to Northstar Grain, L.L.C.,
solely owned by Mike Stamp, which conducts a grain elevator
business on land it owns and leases and upon which buildings,
grain storage bins, grain loading and related equipment and rail
spurs are located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates
Consulting, L.L.C. serves as financial restructuring advisors .

The Official Committee of Unsecured Creditors tapped to retain
Robbins, Salomon & Patt, Ltd., as its counsel, and Emerald
Agriculture, LLC, as its financial consultant.


STAMP FARMS: Committee Taps Emerald as Financial Consultant
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Stamp Farms, L.L.C., et al., asks the U.S. Bankruptcy
Court for the Western District of Michigan for permission to
retain Emerald Agriculture, LLC, as its financial consultant.

Emerald will:

   a) review of the operational and financial affairs of the
      Debtors and their non-debtor affiliates;

   b) serve as expert witness on behalf of the Committee in Court
      proceedings;

   c) review and critical analysis of efforts related to the
      expeditious liquidation of the Debtors' assets, including
      decisions relating to the sale or auctioning of the assets
      of the Debtors and their non-debtor affiliates; and

   d) review and analyze financial improprieties associated with
      the prepetition operations and financial reporting thereof
      by the Debtors and their non-debtor affiliates, including
      analyses prepared by consultants to the Debtors and Wells
      Fargo Bank.

The only person at Emerald anticipated to work on the engagement
is Emerald's sole member, Raymond Hunter, whose agreed to an
hourly rate for the engagement of $375.

The Committee notes that Emerald began consulting with the
Committee on Dec. 28, 2012.  Thus far, the Committee has
authorized Emerald for up to $15,000 in aggregate fees and
expenses, but that authorization may increase at the sole
discretion of the Committee and the application is not intended to
limit Emerald's retention to that capped amount if the Committee
authorizes additional work by Emerald.

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Debtor Stamp Farms sells its grain to Northstar Grain, L.L.C.,
solely owned by Mike Stamp, which conducts a grain elevator
business on land it owns and leases and upon which buildings,
grain storage bins, grain loading and related equipment and rail
spurs are located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates
Consulting, L.L.C. serves as financial restructuring advisors .

The Official Committee of Unsecured Creditors tapped to retain
Robbins, Salomon & Patt, Ltd., as its counsel, and Emerald
Agriculture, LLC, as its financial consultant.


STAMP FARMS: Ritchie Brothers OK'd Appraiser and Auctioneer
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
authorized Stamp Farms, L.L.C., et al., to employ Ritchie Brothers
Auctioneers as appraiser and as auctioneer.

The Debtors had sought authority to (a) approve auction
procedures, (b) sell substantially all of their assets used in
connection with their farming business or to sell remaining unsold
assets, if any, in parcels by the public auction or in private
sales.

In this relation, Ritchie Brothers will appraise farm equipment
and the truck and trailer for a flat fee of $23,000 subject to
amendment if the number of units, locations, or availability of
the assets pursuant to the contract.  In the event that the
appraiser perform an additional appraisal of the farm leases and
the irrigation equipment, it will bill an additional amount of
approximately $20,000.

According to the Debtors, the appraiser has completed the
appraisal of the farm equipment and the trucks and trailers and is
prepared to deliver the appraisal to the Debtors upon entry of an
order approving their retention for the purpose and payment of the
fee.

Ritchie Brothers, as an auctioneer, will advertise and sell at
auction the assets on a guaranty basis from the sale of the
appraised assets plus 50/50 sharing of the gross proceeds of sale
in excess of the guaranteed minimum minus an 11% commission and a
reimbursement for refurbishing costs not to exceed $50,000 and
out-of pocket expenses, and on a straight commission basis.

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

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Debtor Stamp Farms sells its grain to Northstar Grain, L.L.C.,
solely owned by Mike Stamp, which conducts a grain elevator
business on land it owns and leases and upon which buildings,
grain storage bins, grain loading and related equipment and rail
spurs are located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates
Consulting, L.L.C. serves as financial restructuring advisors .

The Official Committee of Unsecured Creditors tapped to retain
Robbins, Salomon & Patt, Ltd., as its counsel, and Emerald
Agriculture, LLC, as its financial consultant.


STEREOTAXIS INC: Prescott Group Discloses 9% Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Prescott Group Capital Management, L.L.C.,
and its affiliates disclosed that, as of Dec. 31, 2012, they
beneficially own 839,097 shares of common stock of Stereotaxis,
Inc., representing 9.9% of the shares outstanding.  A copy of the
filing is available at http://is.gd/KCJsHa

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $35.17
million in total assets, $50.42 million in total liabilities and a
$15.25 million total stockholders' deficit.


TERCON INVESTMENTS: Judge Approves Liquidation Process
------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that a bankruptcy
judge has cleared struggling Tercon Investments Ltd. to sell off
its fleet of mining equipment in Alaska while professionals
dismantle the Canadian company to sell it for scraps -- a process
that officials estimate will recover only $12 million.

The receiver of Kamloops, British Columbia-based Tercon
Investments Ltd. filed a Chapter 15 petition recognition of a
foreign main proceeding for Tercon on Jan. 11, 2013 (Bankr. D.
Alaska Case No. 13-00015) in Anchorage.  The receiver, as foreign
representative, is represented in the Chapter 15 case by Cabot C.
Christianson, Esq., at Christianson & Spraker, in Anchorage,
Alaska.  On Dec. 14, 2012, FTI Consulting Canada Inc. was
appointed as receiver pursuant to an Order of the Supreme Court of
British Columbia of all the assets, undertakings and properties of
Tercon Investments and its subsidiaries.


TIGER MEDIA: C. Leone Owns 4% of Ordinary Shares at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Christian Leone and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 1,275,466
ordinary shares of Tiger Media, Inc. (f/k/a SearchMedia Holdings
Limited) representing 4.2% of the shares outstanding.  A copy of
the filing is available for free at http://is.gd/3NPewY

                         About Tiger Media

Tiger Media -- http://www.tigermedia.com-- is a multi-platform
media company based in Shanghai, China.  Tiger Media operates a
network of high-impact LCD media screens located in the central
business district areas in Shanghai.  Tiger Media's core LCD media
platforms are complemented by other digital media formats that it
is developing including transit advertising and traditional
billboards, which together enable it to provide multi-platform,
"cross-over" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the company's consolidated financial
statements for the year ended Dec. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses and
has a working capital deficiency of roughly $31,000,000 at
Dec. 31, 2011, which raises substantial doubt about its ability to
continue as a going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
US$39.88 million in total assets, US$35.41 million in total
liabilities, $979,000 in minority interest, and US$3.49 million in
total shareholders' equity.


TIGRENT INC: Lazarus Stake Down to Almost 0% at Dec. 31
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Lazarus Investment Partners LLLP and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 2,241 shares of common stock of Tigrent Inc. representing 0%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/HGnDMK

                         About Tigrent Inc.

Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE)
-- http://www.tigrent.com/-- is a provider of practical, high-
quality and value-based training, conferences, publications,
technology-based tools and mentoring to help customers become
financially literate.  The Company provides customers with
comprehensive instruction and mentoring in the topics of real
estate and financial instruments investing and entrepreneurship in
the United States, the United Kingdom, and Canada.

The Company reported a net loss of $697,000 on $102.63 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $9.78 million on $170.92 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $33.53 million
in total assets, $77.77 million in total liabilities, and a
$44.24 million stockholders' deficit.

Tigrent Inc. has terminated the registration of its common stock
under Section 12(g) of the Securities Exchange Act of 1934, as
amended, and suspended its reporting obligations under Section
15(d) of the Exchange Act, by filing a Form 15 with the Securities
and Exchange Commission on March 18, 2011.


TOUSA INC: Settlement Tentative Settlement Reached
--------------------------------------------------
BankruptcyData reported that TOUSA, Inc., its official committee
of unsecured creditors, MatlinPatterson Global Advisers and
Monarch Alternative Capital, as investment adviser to Monarch
Master Funding, collectively reached an agreement in principle on
a mediation settlement proposal.  The proposal will form as a
foundation for a joint Chapter 11 plan for TOUSA, the report said.

The parties requested -- and the Court scheduled -- an emergency
conference call on February 22, 2013 in order to apprise the Court
of recent developments ahead of a mediation status conference
currently scheduled for February 25, 2013, the BankruptcyData
report further related.

                          About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based on
an assumption it would win the appeal.


TRI STATES UTILITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tri States Utility, Inc.
          aka Tri-States Utility, Inc.
          fka Tri States Utilities, Inc.
              Tri States Utility Company
        3512 SW Fairlawn Road
        Topeka, KS 66614

Bankruptcy Case No.: 13-20358

Chapter 11 Petition Date: February 20, 2013

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: David P. Eron, Esq.
                  ERON LAW, P.A.
                  229 E. William, Suite 100
                  Wichita, KS 67202
                  Tel: (316) 262-5500
                  Fax: (316) 262-5559
                  E-mail: david@eronlaw.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ksb13-20358.pdf

The petition was signed by John E. Brown, president.


TRIMEDYNE INC: Incurs $144,000 Net Loss in Fiscal 2013 Q1
---------------------------------------------------------
Trimedyne, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $144,000 on $1.5 million of revenues for
the three months ended Dec. 31, 2012, compared with a net loss of
$285,000 on 41.4 million of revenues for the prior fiscal period.

The Company's balance sheet at Dec. 31, 2012, showed $4.3 million
in total assets, $805,000 in total liabilities, and stockholders'
equity of $3.5 million.

A copy of the Form 10-Q is available at http://is.gd/it2Kqq

                       About Trimedyne Inc.

Lake Forest, Calif.-based Trimedyne, Inc., is engaged in the
development, manufacturing and marketing of 80 and 30 watt Holmium
"cold" pulsed lasers and a variety of disposable and reusable,
fiber optic laser energy delivery devices for use in a broad array
of medical applications.

                         *     *     *

As reported in the TCR on Feb. 5, 2013, dbbMckennon, in Newport
Beach, Calif., expressed substantial doubt about Trimedyne, Inc.'s
ability to continue as a going concern.  The Company's independent
accountants noted that the Company has incurred recurring losses
from operations and has used cash in operating activities.


TWOCO PETROLEUMS: ATB Demands Repayment of Outstanding Debt
-----------------------------------------------------------
Twoco Petroleums Ltd. on Feb. 21 disclosed that its lender,
Alberta Treasury Branches ("ATB"), has made demand upon Twoco for
payment in full of its outstanding indebtedness in the aggregate
amount of approximately $19.55 million plus accrued interest,
costs and fees by the close of business on March 1, 2013.  In
addition, ATB has provided Twoco with a Notice of Intention to
Enforce Security pursuant to subsection 244(1) of the Bankruptcy
and Insolvency Act (Canada) ("BIA").  Twoco has consented to: (i)
the immediate enforcement by ATB of its security over Twoco's
property and assets pursuant to subsection 244(2) of the BIA; and
(ii) ATB's immediate disposition of any or all collateral subject
to ATB's security immediately or otherwise as ATB may determine in
its sole discretion, without notice as required by the Personal
Property Security Act (Alberta).

Twoco Petroleums Ltd. is a Canada-based oil and gas company.  The
Company is engaged in the exploration, production and development
of oil and natural gas in in the Western Canadian Sedimentary
Basin.  It has two core areas: Andrew/Willingdon/Tofield and
Steele/Bolloque/Grassland, both situated near Edmonton, Alberta.
During the year ended December 31, 2011, the Company the Company
drilled 4 gross (3.86 net) wells in this area which resulted in 2
gross (1.93 net) tri-leg horizontal oil wells, 1 gross (0.97 net)
quad-leg horizontal oil well and 1 gross (0.97 net) vertical well
targeting natural gas.  In 2011, the Company produced 3,024
thousand cubic feet per day of natural gas and produced 99 barrels
per day of oil and natural gas liquids.


TXU CORP: Bank Debt Trades at 27% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 73.00 cents-on-the-dollar during the week
ended Friday, Feb. 22, 2013, an increase of 2.33 percentage points
from the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014.  The loan is
one of the biggest gainers and losers for the week ended Feb. 22
among 224 widely quoted syndicated loans with five or more bids in
secondary trading.

                       About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

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

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNITED METHODIST: S&P Affirms 'BB+' Rating, Outlook Positive
------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook to
positive from stable and affirmed its 'BB+' long-term rating on
$96 million series 1998, 1999, 2003, and 2008 bonds issued by the
New Jersey Economic Development Authority for United Methodist
Homes of New Jersey (UMH).

"The outlook revision reflects our opinion of UMH's positive
earnings in 2011 and 2012, which have continued through the first
half of fiscal year 2013 and are significantly improved compared
with the operating losses incurred from 2006 through 2010," said
Standard & Poor's credit analyst Cynthia Keller.  "We could
consider a higher rating within the next two years if UMH
continues its trend of positive operations while also maintaining
strong occupancy levels and a stable balance sheet," said
Ms. Keller.

Management has discussed potential capital needs at two of its
facilities -- Francis Asbury Manor and Pitman Manor --  but UMH
would need to explicitly identify any capital plans or potential
debt issuance before Standard & Poor would consider an upgrade
because a significant amount of additional debt or construction
risk would likely preclude a higher rating.

The positive outlook reflects Standard & Poor's view of UMH's
improved operating profitability, good demand for its services,
and dispersed location throughout the state of New Jersey.  While
UMH has started to reestablish its record of positive operations,
potential future capital and possibly debt needs preclude a higher
rating at this time.  A higher rating within the next two years
could be possible with a continued record of positive operating
income and S&P's determination that any potential debt plans or
capital needs could be managed at the higher rating level.  A
lower rating or outlook, while not anticipated, could be possible
if management's strategic plan identifies large capital needs or
additional debt plans or if debt service coverage drops closer to
1x due to recurrence of operating losses.

UMH owns or operates 10 retirement facilities in New Jersey.


UNITED WESTERN: Amended Liquidation Plans Filed
-----------------------------------------------
BankruptcyData reported that United Western Bancorp filed with the
U.S. Bankruptcy Court First Amended Plans of Liquidation and a
related Disclosure Statement.

According to the Disclosure Statement, "The OTC's seizure of the
Bank and the FDIC's receivership of the Bank precipitated the
Debtors' bankruptcy filing.  Through their bankruptcy filings, the
Debtors seek protection under Chapter 11 of the Bankruptcy Code so
that they can implement Chapter 11 plans that provide for the
determination of claims against [Matrix Funding] and payment of
its creditors, the orderly liquidation of [Matrix Funding] and
[Matrix Bancorp Trading], and [United Western Bancorp]'s
management of the Litigation through adjudication or settlement.
The Plans create a structured payment formula and detail the
methodology for paying creditors and shareholders, to the extent
possible, in the event there is an award of monetary damages in
the Litigation in favor of the Bank," the BankruptcyData report
related.

                       About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

United Western listed the value of the assets as "unknown" while
showing $53.3 million in debt, including a $12.3 million secured
claim owing to JPMorgan Chase Bank NA.  The holding company listed
assets of $2.221 billion and liabilities of $2.104 billion on the
June 30, 2010, balance sheet, the last financial statement filed
before the bank was taken over.

United Western's deposits and branches were transferred by the
Federal Deposit Insurance Corp. to First-Citizens Bank & Trust Co.
of Raleigh, North Carolina.  When the bank was taken over, it had
$1.65 billion in deposits, the FDIC said.  The cost of the
takeover to the FDIC was $313 million, the FDIC said in a
statement at the time.


VALIDUS HOLDINGS: Fitch Upgrades Ratings on 2 Debentures From BB+
-----------------------------------------------------------------
Fitch Ratings on February 21 upgraded the ratings of Validus
Holdings, Ltd. These rating upgrades include Validus' senior
unsecured debt rating, which was upgraded to 'BBB+' from 'BBB',
and the Insurer Financial Strength (IFS) rating of Validus
Reinsurance, Ltd., which was upgraded to 'A' from 'A-'. The Rating
Outlook is Stable.

Key Rating Drivers

The ratings upgrade reflects Validus' solid operating performance
and internal capital generation since its inception in late 2005.
The upgrade also reflects that the company's underwriting
performance, while volatile, compares favorably to other property
catastrophe reinsurers rated by Fitch when viewed on a multi-year
rolling average basis.

Fitch notes favorably that Validus has produced an operating and
underwriting profit in each year of its existence. This period
includes 2011, when record levels of international catastrophe
losses caused many of Validus' comparably rated peers to report
significant annual underwriting and operating losses.

Fitch observes that the company's share of global catastrophe
losses since its inception, while significant in some cases, has
been manageable and consistent with levels that might be expected
from a reinsurer of Validus' size and focus.

Most recently, Validus reported $408 million of net earnings in
2012, driven by a solid combined ratio of 86.8%, despite $361
million of net pre-tax losses and loss adjustment expenses from
Superstorm Sandy in the fourth quarter of 2012.

Fitch believes that Validus uses sound risk management processes
to manage its exposure to potential catastrophe-related losses by
geographic zone and relative to its capital base. Validus' low
underwriting leverage enables the company to preserve capital
during periods that include underwriting volatility.

Validus' capital ratios (such as net premium to equity and assets
to equity) have consistently remained well within tolerances for
the current rating level. Fitch expects this trend to continue for
the foreseeable future.

The balance sheet risk is relatively modest, as its investment
portfolio is dominated by highly rated fixed income investments
that fared well during periods of capital market volatility. There
is relatively little risk of significant adverse loss development
from the company's largely short-tail underwriting liabilities.

Validus' ratings continue to recognize the company's significant
exposure to earnings and capital volatility derived from its
property catastrophe reinsurance products.

RATING SENSITIVITY

Key rating triggers that could generate longer term positive
rating pressure include a prolonged period during which Validus
outperformed comparably rated peers with respect to underwriting
performance and overall profitability, continued strong risk
adjusted capitalization metrics, and enhanced competitive
positioning and scale in the company's key product lines.

Key rating triggers that could result in a ratings downgrade
include an increase in underwriting leverage (measured by
traditional net premiums written to equity ratios) to levels at or
above 0.7 times (x) from recent levels of 0.4x. Likewise, an
increase in Validus' 1-100 and 1-250 year per event catastrophe
probable maximum losses (PML's) to 30% (currently 22%) and 40%
(currently 27%) of total equity, respectively, could result in a
downgrade.

Additionally, failure to maintain a run rate average combined
ratio in the mid-80%'s, which approximates Validus' average result
from 2008 through 2012, could result in a ratings downgrade.

Fitch could also downgrade the company's ratings if Validus were
to suffer catastrophe losses that were unfavorably inconsistent
with its own internally modeled results or that resulted in
earnings and/or capital declines that were significantly worse
than comparably rated peers.

A material increase in Validus' debt-to-capital ratio to levels in
excess of 25% or decrease in run-rate interest coverage ratios to
the low single digits for a period of consecutive years could lead
Fitch to downgrade the company's debt ratings.

Fitch has upgraded the following ratings and assigned a Stable
Rating Outlook:

Validus Holdings, Ltd.

-- Issuer Default Rating (IDR) to 'A-' from 'BBB+';
-- $250 million of 8.875% senior unsecured notes due 2040 to
    'BBB+' from 'BBB';
-- $150 million of 9.07% junior subordinated deferrable
    debentures due June 2036 to 'BBB-' from 'BB+';
-- $140 million of 8.48% junior subordinated deferrable
    debentures due June 2037 to 'BBB-' from 'BB+'.

Validus Reinsurance, Ltd.

-- IFS to 'A' from 'A-'.

Fitch has upgraded the following ratings to reflect parent company
guarantees in place and has also withdrawn the following ratings,
as they no longer possess analytical relevance for Fitch's rating
coverage:

Flagstone Reinsurance Holdings, S.A.
-- $120 million of floating rate subordinated debentures due
    Sept. 15, 2036 to 'BBB-' from 'BB+';
-- EUR13 million of floating rate subordinated debentures due
    Sept. 15, 2036 to 'BBB-' from 'BB+';
-- $25 million of floating rate subordinated debentures due
    Sept. 15, 2037 to 'BBB-' from 'BB+'.

Flagstone Finance S.A.
-- Long-term IDR to 'A-' from 'BBB+';
-- $100 million of floating rate subordinated debentures due
    July 30, 2037 to 'BBB-' from 'BB+'.

Fitch has withdrawn the following rating, as it no longer
possesses analytical relevance for Fitch's rating coverage:

Flagstone Reassurance Suisse SA:
-- IFS at 'A-'.

Fitch has withdrawn the following rating as the entity has ceased
to exist:

Flagstone Reinsurance Holdings, S.A.
-- Long-term IDR at 'BBB+'.


VERTIS HOLDINGS: Deloitte & Touche Approved as Outside Accountants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Vertis Holdings, Inc., et al., to employ Deloitte & Touche LLP as
outside accountants.  Deloitte & Touche's personnel hourly rates
are: partner at $570, senior manager at 470, manager at 420,
senior at 340 and staff at 230.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

Quad/Graphics on Jan. 16, 2013, disclosed it completed the
acquisition of substantially all of the assets of Vertis Holdings
for a net purchase price of $170 million.  This assumes the
purchase price of $267 million less the payment of $97 million for
current assets in excess of normalized working capital
requirements.  Quad/Graphics used cash on hand and drew on its
revolving credit facility to finance the acquisition.


VITESSE SEMICONDUCTOR: Aristeia Discloses 4% Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Aristeia Capital, L.L.C, disclosed that, as
of Dec. 31, 2012, it beneficially owns 1,546,889 shares of common
stock of Vitesse Semiconductor Corporation representing 4.14% of
the shares outstanding.  Aristeia previously reported beneficial
ownership of 1,546,889 common shares or a 5.79% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/20zq83

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Dec. 31, 2012, showed
$70.73 million in total assets, $79.69 million in total
liabilities and a $8.96 million total stockholders' deficit.


VITESSE SEMICONDUCTOR: AQR Capital Reports 1% 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 363,479 shares in common
stock and bonds convertible into 355,866 shares in common stock of
Vitesse Semiconductor Corporation representing 1.9% of the shares
outstanding.  ARQ Capital previously reported beneficial ownership
of 296,990 shares in common stock and debt securities that are
convertible into 2,018,909 as of Dec. 31, 2011.  A copy of the
amended filing is available at http://is.gd/eLkpOb

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Dec. 31, 2012, showed
$70.73 million in total assets, $79.69 million in total
liabilities and a $8.96 million total stockholders' deficit.


VITESSE SEMICONDUCTOR: Whitebox Holds 9% Equity Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Whitebox Advisors, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
4,054,495 shares of common stock of 9.9% of the shares
outstanding.  Whitebox previously reported beneficial ownership of
40,712,026 common shares as of Dec. 31, 2009.  A copy of the
amended filing is available for free at http://is.gd/oTK3oj

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Dec. 31, 2012, showed
$70.73 million in total assets, $79.69 million in total
liabilities and a $8.96 million total stockholders' deficit.


VIVARO CORP: Angel Telecom JV Acquires All Assets
-------------------------------------------------
Angel Telecom Corporation disclosed that on February 8, 2013, Next
Angel LLC, a joint venture between Angel Telecom (Angel), Next
Communications, Inc. and Marcatel Telecommunications, LLC,
acquired substantially all of the assets of Vivaro Corporation and
certain of its affiliates out of Vivaro's bankruptcy.  Angel owns
a 42.5% stake in Next Angel.

Vivaro and six affiliated companies, including STI Prepaid, STi
Telecom, and Kare Distribution, filed for Chapter 11 bankruptcy
protection in September 2012.  Vivaro and its affiliates sold
prepaid calling cards mainly to Hispanic customers in the United
States.  In addition to its voice business to Mexico, Vivaro had a
significant market share in telephony traffic to other Latin
American countries.  Based on a November 30, 2012 filing with the
bankruptcy court, Vivaro and its affiliates had approximately $376
million in revenues in 2011 before several unfortunate management
decisions led to a cash crisis.

"Our strategic partnership with Next Communications and Marcatel
and the acquisition of the Vivaro assets are an important step for
the future of our company," commented Peter Waneck, CEO of Angel.
"Our entry into the pre-paid calling card business between the
United States and Latin America creates a tremendous growth
opportunity and will lead to a substantial traffic increase on our
ATTrade trading platform.  Well managed, the prepaid Cardbusiness
is extremely lucrative.  We believe the potential of the prepaid
calling Cardbusiness will evolve as new technologies will make
prepaid calls more attractive for current and new customer
segments.  Angel plans to be at the forefront of this
development."

                        About Angel Telecom

Angel Telecom owns and operates ATTrade(C), an online professional
trading platform for Voice over IP ("VOIP") traffic.  The platform
runs on the Company's proprietary software, custom designed to
address the needs of the wholesale VOIP market.  The platform has
operated continuously since September, 2006 and is utilized by
nearly 500 carriers and traders.  The Company principals have over
20 years experience in the international wholesale telecom
business, and maintain long-term personal relationships with
carriers and PTTs.

                        About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.


VOICESERVE INC: Reports $1.0-Mil. Net Income in Dec. 31 Quarter
---------------------------------------------------------------
VoiceServe, Inc., filed its quarterly report on Form 10-Q,
reporting net income of US$1.0 million on US$815,083 of revenues
for the three months ended Dec. 31, 2012, compared with net income
of US$171,622 on US$1.4 million of revenues for the three months
ended Dec. 31, 2011.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of US$948,312 on US$3.4 million of revenues, compared
with a net loss of US$1.5 million on US$3.6 million of revenues
for the nine months ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$2.1 million in total assets, US$1.1 million in total current
liabilities, and stockholders' equity of US$1.0 million.

The Company has a working capital deficit of US$679,093 as of
Dec. 31, 2012.  This raises substantial doubt as to the Company's
ability to continue as a going concern.

A copy of the Form 10-Q is available at http://is.gd/cgjr0A

                       About VoiceServe Inc.

Headquartered in Middlesex, England, VoiceServe, Inc., is a global
Internet communications company that makes it possible for anyone
with an Internet connection to make low cost, high quality voice
calls over the Internet.

                          *     *     *

As reported in the TCR on July 19, 2012, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about
VoiceServe's ability to continue as a going concern, following the
Company's results for the year ended March 31, 2012.  Mr. Studer
noted that as of March 31, 2012, the Company had negative working
capital of US$200,167.  Further, since inception, the Company has
incurred losses of US$5,653,427.


WALLACE THEATER: S&P Affirms 'CCC' CCR on Proposed Assets Sale
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Wallace Theater
Holdings Inc. has proposed a sale of nearly all of its theaters to
Regal Entertainment Group.  S&P is affirming its 'CCC' corporate
credit rating on Wallace.  The outlook is negative.

If the transaction is completed, Wallace will receive
$191 million, which the company intends to use to repay all of its
debt outstanding, including its $157 million senior notes and any
balance outstanding on its $10 million revolving credit facility.
As of Sept. 30, 2012, Wallace had $157 million senior notes
outstanding and an undrawn $10 million revolving credit facility.

If the company completes the transaction and Wallace uses the
proceeds to repay the balance of the outstanding notes, S&P will
withdraw the corporate credit rating and the issue-level ratings
on the notes.  If Wallace doesn't complete the transaction, S&P
could lower the rating on the company, reflecting the significant
refinancing risk related to the maturity of its bonds in June
2013.


WEB.COM GROUP: S&P Retains 'B' CCR Following Loan Repricing
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Jacksonville, Fla.-based Web.com Group Inc. are unchanged after
the company's proposed repricing and upsize of its first-lien
term loan and revolving credit facility.

S&P expects the company will use proceeds from the upsize to repay
in full its existing $32 million second-lien term loan due 2018.
Debt leverage will remain in the mid-7x area pro forma for the
transaction on a GAAP basis and roughly 4.25x on a cash basis.
The transaction will reduce annual interest expense by
approximately $8 million and improve discretionary cash flow
generation.

"Our rating on Web.com reflects the company's 'weak' business risk
profile and 'highly leveraged' financial risk profile.  Our
business risk assessment is based on tough competition among Web
services providers for small and midsize business spending.  Our
financial risk assessment is based on Web.com's high lease-
adjusted debt-to-EBITDA ratio, pro forma for the transaction in
the mid-7x area on a GAAP basis, consistent with the indicative
ratio of 5x or greater we associate with a highly leveraged
financial risk profile.  Our governance assessment is 'fair.'  We
expect leverage to decline to the mid-6x area over the coming
year, fueled by EBITDA growth and increased discretionary
cash flow that is used at least in part for debt repayment," S&P
said.

RATING LIST

Web.com Group Inc.
Corporate Credit Rating                B/Stable/--
$660M first-lien term loan             B
   Recovery Rating                      3
$70M revolver                          B
   Recovery Rating                      3


WEYERHAEUSER COMP: Moody's Reviews Ba1-Rated Debt for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Weyerhaeuser Company's Ba1
unsecured note rating on review for a possible upgrade. The review
has been precipitated by the upturn in the US housing market and
Moody's expectations of improved financial performance over the
next several years.

On Review for Possible Upgrade:

Issuer: Braxton (County of) WV

Senior Unsecured Revenue Bonds Jun 1, 2027, Placed on Review for
Possible Upgrade, currently Ba1

Senior Unsecured Revenue Bonds May 1, 2025, Placed on Review for
Possible Upgrade, currently Ba1

Issuer: Camden (Town of) AL, Industrial Dev. Board

Revenue Bonds Apr 1, 2019, Placed on Review for Possible
Upgrade, currently Ba1

Issuer: Cedar Rapids (City of) IA

Revenue Bonds Aug 1, 2014, Placed on Review for Possible
Upgrade, currently Ba1

Issuer: Henderson (County of) KY

Senior Unsecured Revenue Bonds Mar 1, 2025, Placed on Review for
Possible Upgrade, currently Ba1

Issuer: Lowndes (County of) MS

Senior Unsecured Revenue Bonds Apr 1, 2022, Placed on Review for
Possible Upgrade, currently Ba1

Senior Unsecured Revenue Bonds Nov 1, 2024, Placed on Review for
Possible Upgrade, currently Ba1

Senior Unsecured Revenue Bonds Apr 1, 2022, Placed on Review for
Possible Upgrade, currently Ba1

Issuer: MacMillan Bloedel Limited

Senior Unsecured Regular Bond/Debenture Feb 15, 2026, Placed on
Review for Possible Upgrade, currently Ba1

Issuer: New Jersey Economic Development Authority

Revenue Bonds Nov 1, 2014, Placed on Review for Possible
Upgrade, currently Ba1

Issuer: Pennsylvania Economic Dev. Fin. Auth.

Senior Unsecured Revenue Bonds Dec 1, 2020, Placed on Review for
Possible Upgrade, currently Ba1

Issuer: Perry (County of) KY

Senior Unsecured Revenue Bonds Apr 15, 2027, Placed on Review
for Possible Upgrade, currently Ba1

Issuer: Weyerhaeuser Company

Issuer Rating, Placed on Review for Possible Upgrade, currently
Ba1

Probability of Default Rating, Placed on Review for Possible
Upgrade, currently Ba1-PD

Corporate Family Rating, Placed on Review for Possible Upgrade,
currently Ba1

Multiple Seniority Shelf Jun 18, 2015, Placed on Review for
Possible Upgrade, currently (P)Ba1

Multiple Seniority Shelf Jun 27, 2015, Placed on Review for
Possible Upgrade, currently (P)Ba1

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Upgrade, currently (P)Ba1

Senior Unsecured Medium-Term Note Program, Placed on Review for
Possible Upgrade, currently (P)Ba1

Senior Unsecured Regular Bond/Debenture Mar 1, 2013, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jul 1, 2013, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jul 15, 2023, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jan 15, 2025, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Mar 15, 2025, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Aug 1, 2017, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Oct 1, 2027, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Mar 15, 2032, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Dec 15, 2033, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Oct 1, 2019, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Shelf, Placed on Review for Possible Upgrade,
currently (P)Ba1

Senior Unsecured Shelf, Placed on Review for Possible Upgrade,
currently (P)Ba1

Issuer: Willamette Industries, Inc.

Senior Unsecured Regular Bond/Debenture Oct 1, 2021, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jul 1, 2026, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jul 1, 2026, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Feb 1, 2018, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jun 18, 2013, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Apr 22, 2013, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jun 25, 2013, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jul 8, 2013, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jul 15, 2013, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jul 22, 2013, Placed on
Review for Possible Upgrade, currently Ba1

Senior Unsecured Regular Bond/Debenture Jul 22, 2013, Placed on
Review for Possible Upgrade, currently Ba1

Outlook Actions:

Issuer: MacMillan Bloedel Limited

Outlook, Changed To Rating Under Review From Stable

Issuer: Weyerhaeuser Company

Outlook, Changed To Rating Under Review From Stable

Issuer: Willamette Industries, Inc.

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale:

Moody's review will assess the likelihood of continued improvement
in Weyerhaeuser's operating and financial performance as increased
US housing starts fuel improvement in demand across most of the
company's business segments. Moody's will also evaluate recent
timberland transactions and saw log price trends in the Pacific
Northwest, with a view of ascribing a higher valuation to the
approximately 2 million acres of timberlands that the company owns
in this region.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry Methodology published in September
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 Federal Way, Washington, Weyerhaeuser Company is
a timber REIT and one of the world's largest integrated forest
products companies. The Company owns approximately 6 million acres
of timberlands in the US, and produces lumber, engineered wood
products, pulp and develops residential real estate.


WINDSTREAM CORP: Moody's Places 'Ba2' CFR on Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed all ratings for Windstream
Corp., including its Ba2 corporate family rating on review for
downgrade. The review is prompted by the company's lack of
progress in reducing leverage and management's recent pledge to
continue its common stock dividend at the current rate. Moody's
has also withdrawn all ratings on debt at Windstream Holdings of
the Midwest Inc. and Windstream Georgia Communications Corp.

Ratings Rationale:

The review will focus on Windstream's willingness and ability to
reduce leverage, either through EBITDA growth or debt repayment.
Moody's will also assess whether the company's competitive
position could be undermined by its shareholder friendly capital
allocation stance.

The withdrawal of ratings on debt at Windstream Holdings of the
Midwest Inc. and Windstream Georgia Communications Corp. is in
line with Moody's policy regarding the sufficient basis to
maintain a credit rating in the absence of audited and timely
financial statements. Windstream offers no parent guarantee or
separately audited financial statements for these entities.

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

The principal methodology used in this rating was the Global
Telecommunciations 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.

Windstream Corporation, Inc. is a pure-play wireline operator
headquartered in Little Rock, AR. The company was formed by a
merger of Alltel Corporation's wireline operations and Valor
Communications Group in July 2006. Windstream has continued to
grow through acquisitions and, following the acquisition of PAETEC
Holding Corp. in 2011, Windstream provides services in 48 states.


WJO INC: No Quality Care Complaints; Ombudsman Released
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
terminated the appointment of David L. Knowlton, duly appointed
patient care ombudsman for WJO Inc., as patient care ombudsman.

The Court ordered that the ombudsman is released of any and all
obligations and responsibilities with regard to the Bankruptcy
case.

Mr. Knowlton said in a November filing that, at the current stage
in the Debtor's case, the ombudsman is no longer necessary to
protect patients.  As noted in a third report dated Sept. 15,
2012, the ombudsman has addressed the entire patient complaints of
which he was aware.  In addition, the ombudsman has not received
any patient complaints regarding quality care and saw no cause for
concern in this regard.

In the light of the appointment of the Chapter 11 Trustee, the
Ombudsman said he is no longer necessary to protect the patients

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


WJO INC: Court Approves Robert L. Cullen as Special Counsel
-----------------------------------------------------------
Alfredo T. Giuliano, the Chapter 11 trustee for WJO, Inc., sought
and obtained approval from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to employ the Law Office of
Robert L. Cullen as special counsel.

Mr. Cullen focuses the majority of its practice on workers'
compensation cases.  After the Petition Date, Mr. Cullen was
retained by the Debtor to review the utilization review
determinations in connection with sums owed to the Debtor for
services provided relating to workers' compensation injuries.  The
petitions to review involve:

   -- Westley Barnes,
   -- Alto Brockton,
   -- Maria Chichilitti,
   -- Eric Jones,
   -- Rosa Martinez, and
   -- Beth Washburn

The Chapter 11 trustee proposes to pay Mr. Cullen on a contingency
fee basis of 20% pus costs.

Mr. Cullen has no connection with the Debtor, creditors or any
other parties-in-interest.

                           About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


YOUTH FOUNTAIN: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: The Youth Fountain, LLC
        10717-10719 Riverside Drive
        Toluca Lake, CA 91602

Bankruptcy Case No.: 13-11149

Chapter 11 Petition Date: February 20, 2013

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: Adina T. Turman, Esq.
                  THE LAW OFFICE OF ADINA T. TURMAN
                  P.O. Box 50003
                  Pasadena, CA 91115-0003
                  Tel: (626) 351-0494
                  Fax: (626) 628-3045
                  E-mail: attlawyer@aol.com

Scheduled Assets: $800,000

Scheduled Liabilities: $1,257,445

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-11149.pdf

The petition was signed by Jairo Gamba, president and managing
member.


ZOGENIX INC: FMR LLC Discloses 5% 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 5,283,517 shares
of common stock of Zogenix Inc. representing 5.249% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/IG7d7c

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $91.30
million in total assets, $78.01 million in total liabilities and
$13.28 million in total stockholders' equity.


ZOGENIX INC: Great Point Discloses 3% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Great Point Partners, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
3,697,900 shares of common stock of Zogenix Inc. representing
3.58% of the shares outstanding.  Great Point previously reported
beneficial ownership of 5,750,000 common shares or a 5.87% equity
stake as of July 24, 2012.  A copy of the amended filing is
available for free at http://is.gd/l5yWcD

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $91.30
million in total assets, $78.01 million in total liabilities and
$13.28 million in total stockholders' equity.


* Fitch Says Low Natural Gas Prices Hurt Electricity Utilities
--------------------------------------------------------------
Fitch believes that the ongoing low natural gas prices in the U.S.
continue to have a positive effect on many issuers, particularly
in energy-intensive manufacturing sectors like refining,
chemicals, and fertilizers. However, low natural gas prices have
pressured electrical utilities and others that depend on the sale
of excess power and continue to put pressure on exploration and
production companies with significant spot exposure to North
American natural gas.

Surging domestic oil and gas output has been beneficial from a
macroeconomic perspective. The December U.S. trade deficit
narrowed by 20.7% ($38.5 billion) largely based on an all-time
record export of petroleum products and the smallest amount of oil
imported in 16 years. Over the near term, we believe this export
activity will continue.

For example, domestic refiners will continue to have a significant
competitive advantage due to their access to cheap natural gas and
low cost domestic light crude. In 2011, the U.S. exported $52
billion worth of petroleum products. In 2012, exports rose to $61
billion. However, low natural gas prices may also continue to put
pressure on power producers that depend heavily on the sale of
excess power to subsidize their retail revenue. We expect
wholesale power prices to increase slowly through 2015 but remain
near current levels, driven by historically low natural gas
prices, high capacity reserve margins, and weaker demand. We also
believe that increased dependence on natural gas can create issues
over the longer term. For example, if low gas prices result in
accelerated retirement of already challenged coal fired plants,
the ability to revert to coal usage following those retirements
may be limited.


* Moody's Notes Stable Outlook for US Power Projects
----------------------------------------------------
Despite tepid economic growth, the outlook for fully contracted US
power projects is stable as they continue to meet expected
financial metrics and maintain good operating performance, says
Moody's Investors Service in a new industry outlook. The outlook
for merchant power projects, however, remains negative.

"Our negative outlook for power projects with wholesale power
price exposure continues to largely reflect sustained weak natural
gas prices, since the majority of US electricity markets price
power off natural gas prices," says Moody's Analyst Charles
Berckmann in the Report "US Power Projects: Low Gas, Low Demand
Growth to Keep Margins Suppressed in 2013."

"We believe that merchant margins have reached the lower end of
the cycle," adds Berckmann. "While power margins are expected to
remain weak, they should not drop by double digit percentages as
they did last year."

Poor operations and moribund project economics forced a number of
projects into bankruptcy or caused them to pursue other strategic
activities in 2012. Moody's expects the asset sales and
restructurings to continue.

Fully contracted projects continue to reflect strong operating
performance and the high-investment grade ratings on many of the
off-takers. They also typically are exposed to very little limited
fuel or price risk, says Moody's, leading to stable credit
metrics.


* Moody's Outlook for Local Government Units Remain Negative
------------------------------------------------------------
The outlook for the US local government sector continues to be
negative as revenue constraints and expenditure demands persist,
says Moody's Investors Service in its report "Outlook for US Local
Governments Remains Negative in 2013." The weak economic recovery
remains a source of many of the ongoing pressures.

Nearly all rated local governments, however, will manage through
another year of stress with no material impact on credit quality,
given the sector's fundamental and unique strengths. More than 99%
of ratings in the US local government sector are investment grade.

"Our sector outlook speaks to the challenging environment in which
most US local governments will likely operate over the next year,"
says Rachel Cortez, the Moody's Vice President and Senior Analyst
who was the main author of the report. "Overall, the economic
recovery remains sluggish despite some bright spots, and looming
federal spending cuts may exacerbate weak growth rates."

Revenues from state aid and property taxes remain constrained,
while local government budget decisions, after years of spending
reductions and deferrals, will be increasingly difficult, says
Moody's. A small number of local governments may face downgrades
in the coming year. At greatest risk are entities with
accelerating operating costs associated with mounting pension
liabilities, outsized exposure to underperforming enterprises, or
an elevated reliance on federal employment or funding given the
chance of federal spending cuts.

The outlook expresses Moody's expectations for the fundamental
credit conditions in the sector over the next 12 to 18 months. It
does not speak to expectations for individual rating changes and
is not a prediction of the expected balance of rating changes
during this time frame.


* Moody's Says Money Market Funds to Remain Stable in 2013
----------------------------------------------------------
Money market funds' conservative positioning means credit quality
and portfolio stability will remain resilient in 2013, despite
ongoing credit and macroeconomic pressures, says Moody's Investors
Service in its new industry outlook "Money Market Funds: 2013
Outlook and 2012 Review."

"For 2013, we expect the credit environment to remain challenging
in light of the continued negative pressures on sovereigns and
banks," said Henry Shilling, a Moody's Senior Vice President and
co-author of the report. "While some negative economic scenarios,
especially with respect to the eurozone and U.S. budget
negotiations, may result in additional money market fund stress,
active portfolio management is a key mitigating factor in our
money market fund analysis."

Moody's notes that upcoming challenges for money market funds and
their management firms include the limited supply of highly-rated
short-term investments, sustained low interest rates, and pending
regulatory reform.

"Regulatory reform is a key issue for the industry," says Vanessa
Robert, a Moody's Vice President -- Senior Credit Officer and co-
author of the report. A low-to-negative yield environment has
already led to some alteration of European fund structures, while
regulatory reforms in the US as well as Europe are likely to
impose more extensive structural changes. "These changes could
result in fundamental changes to the industry, including limits on
constant net asset value money market funds, lower assets under
management, lower management fees, as well as a reordering of
investor preferences between fund types," adds Ms. Robert.

Taking these factors into account Moody's expects that large fund
managers with diversified product offerings will be better able to
adapt to the evolving industry landscape. In addition, alternative
liquidity management product offerings, such as ultra-short to
short duration funds, segregated accounts and ETFs could introduce
opportunities for asset gathering and new sources of revenues for
select asset managers.


* Moody's Notes Continuing Growth of US Real Estate Sectors
-----------------------------------------------------------
All of the commercial real estate sectors continued to grow in the
fourth quarter of 2012, despite a softened economy and slow job
growth, according to Moody's "Q4 2012 US CMBS and CRE CDO
Surveillance Review." A significant rise in losses on loans
backing US commercial mortgage securitizations (CMBS) is therefore
unlikely, at least in the near term, as commercial real estate
fundamentals continue to improve.

Moody's Commercial Mortgage Metrics (CMM) weighted average base
expected loss, which provides a forward-looking distribution of
credit risk for commercial real estate loans, rose to 8.41% from
8.03% in the fourth quarter, while the base expected loss for
conduit / fusion transactions rose to 8.89% from 8.63%. The
overall CMM base expected loss was relatively stable, at around 8%
throughout 2012, and should remain so until delinquencies decline.

"The sector is benefitting from limited construction and positive
absorption, which have created positive market dynamics," says
Michael Gerdes, Moody's Managing Director and Head of US CMBS &
CRE CDO Surveillance.

"As in the third quarter, multifamily and hotel both performed
strongly and should continue to do so over the next year, albeit
at a more modest pace. The recovery in the office and retail
sectors has been muted, but performance will strengthen in tandem
with employment and economic growth."

"Our central global scenario calls for US GDP growth of around 2%
for 2013, and despite recent positive developments, risks to our
forecasts remain skewed to the downside. Still, Moody's does not
expect any significant increase in Moody's base expected loss in
the near future, although Moody's could see some minor shifts
because of refinancing difficulties as loans approach maturity,"
Gerdes adds.

The overall share of specially serviced (SS) loans declined 48
basis points to 11.31% in the fourth quarter, from 11.79% in the
third. The Specially Serviced Loan Tracker (SSLT) has declined in
15 of the past 20 months, contracting 93 basis points below the
April 2011 peak of 12.72%. Performing SS loans accounted for
19.60% of the SS loan universe by balance, down 84 basis points
from the third quarter, in large part because of faster workouts
of non-performing five-year SS loans from 2007 relative to the new
loans that entered special servicing in the fourth quarter.

Among the individual sector highlights:

- Retail performance was relatively flat; for the third quarter
   in a row, vacancy rates declined 10 basis points but rents
   also declined, albeit slightly.

- Office continues to recover despite slower than expected
   economic growth and ongoing concerns about high unemployment,
   and downtown markets continue to outperform suburban markets.

- Hotel continued to perform strongly. Year-over-year revenue
   per available room (RevPAR) was up 6.8% as of November 2012,
   with the greatest increases in both luxury hotels and hotels
   in the Pacific.

- Multifamily also performed well, despite a slowdown in growth.
   Four markets - Miami, Newark, Oakland and Pittsburgh - had
   vacancy rates below 3.0%, down from seven markets at the end
   of the third quarter.


* Banks Provide $19B Mortgage Debt Write-Downs in Foreclosure Deal
------------------------------------------------------------------
The Wall Street Journal's Nick Timiraos reported that five of the
largest U.S. banks have provided $19 billion in mortgage debt
write-downs to some 240,000 borrowers under the terms of a federal
and state settlement of foreclosure-processing violations reached
one year ago, according to a watchdog's report released Thursday.

WSJ related that Bank of America Corp., which was required to
provide the majority of relief under the foreclosure pact, has
accounted for the lion's share of principal write-downs, with
about $13.5 billion in homeowner debts written off.  The
settlement with Bank of America, Ally Financial Inc., and three
other large banks -- Citigroup Inc., J.P. Morgan Chase, and Wells
Fargo Co. -- resolved state and federal investigations related to
questionable foreclosure practices, according to the same report.
Ally, WSJ said, has satisfied the terms of the settlement.

Under the settlement, which was completed last March, banks must
provide at least $10 billion in loan write-downs and $10 billion
in other homeowner aid, such as short sales, where banks allow
borrowers to sell their house for less than the amount owed, WSJ
related.


* Consumer Debt Levels Reach Danger Zone in Canada
--------------------------------------------------
Consumer debt in Canada has reached an all-time-high.  According
to the latest calculation from Statistics Canada, families now owe
about $1.65 for every dollar of after-tax income; about the same
level reached in the United States before the financial crisis.
Canada's housing market is also showing increasing signs of
weakness, with housing starts plummeting nearly 19 per cent in
January.

David Smith, President of Personal Bankruptcy Canada, a nationwide
network of independent trustee practices that help people deal
with debt, warns Canadians to stop borrowing now.

"The appeal of rock-bottom interest rates has led many to over
borrow.  Now debt trouble is about to sneak up on them," says
Mr. Smith.

For now, total consumer insolvencies appear to be decreasing and
delinquency rates remain low across all major debt categories.
But Mr. Smith argues that these are signs that Canadians are
"kicking the can down the road".

"Many Canadians have entered a danger zone.  The reality is that
any sort of financial hiccup at this point may make it impossible
for them to meet their debt repayment obligations," says
Mr. Smith.

Those pushing their financial limits are advised to speak with a
bankruptcy trustee to help understand the options available to
honestly deal with their debt realities.

"Trustees are the only debt professionals that can offer a full
range of debt relief services.  We can help consolidate and
restructure debt, but more importantly, we work to inform our
clients.  Financial literacy is the key to changing damaging
spending behaviors," adds Mr. Smith.


* JPMorgan Said to Seek First Sale of Mortgage Bonds Since Crisis
-----------------------------------------------------------------
Bloomberg News' Jody Shenn reported that JPMorgan Chase & Co.
(JPM) is seeking to sell securities tied to new U.S. home loans
without government backing in its first offering since the
financial crisis that the debt helped trigger.

Bloomberg said the deal may close this month, according to a
person familiar with the discussions.  Servicers of the underlying
loans may include the New York-based lender, First Republic Bank
and Johnson Bank, Bloomberg added, citing the person, who asked
not to be identified because terms aren't set.

According to Bloomberg, the market for so-called non-agency
mortgage securities is reviving as the Federal Reserve's $85
billion a month of bond purchases help push investors to seek
potentially higher returns.  As deals accelerate, Pacific
Investment Management Co. is questioning the prices paid,
Bloomberg noted.  At the same time, a weakening of contract
clauses that offer protection to investors if the loans don't
match their promised quality is stoking debate, Kroll Bond Rating
Agency analyst Glenn Costello, told Bloomberg.  "There's a pretty
heavy dialogue going on right now between all participants in the
market about what makes sense," Costello, who is based in New
York, said last week in a telephone interview with Bloomberg.

Bloomberg also noted that Redwood Trust Inc. (RWT) and Credit
Suisse Group AG, the only non-agency issuers since the market
collapsed in 2008, have also been working on deals this month.
Redwood created $1.1 billion of the debt in January, after
issuance tied to new loans totaled $3.5 billion in 2012, according
to data compiled by Bloomberg. That compares with less than $1
billion in all of 2010 and 2011.


* BOND PRICING: For Week From Feb. 18 to 22, 2013
-------------------------------------------------

  Company           Coupon   Maturity   Bid Price
  -------           ------   --------   ---------
1ST BAP CHUR MEL     7.500 12/12/2014     5.000
AES EASTERN ENER     9.000   1/2/2017     1.750
AES EASTERN ENER     9.670   1/2/2029     4.125
AGY HOLDING COR     11.000 11/15/2014    50.500
AHERN RENTALS        9.250  8/15/2013    68.000
ALASKA COMM SYS      5.750   3/1/2013    98.921
ALION SCIENCE       10.250   2/1/2015    48.310
AMBAC INC            6.150   2/7/2087    13.063
ARII-CALL03/13       7.500   3/1/2014   100.000
ATP OIL & GAS       11.875   5/1/2015     3.750
ATP OIL & GAS       11.875   5/1/2015     3.750
ATP OIL & GAS       11.875   5/1/2015     4.000
BUFFALO THUNDER      9.375 12/15/2014    31.000
CENGAGE LEARN       12.000  6/30/2019    37.375
CHAMPION ENTERPR     2.750  11/1/2037     0.500
DELTA AIR 1992B2    10.125  3/11/2015    30.000
DOWNEY FINANCIAL     6.500   7/1/2014    64.250
DYN-RSTN/DNKM PT     7.670  11/8/2016     4.500
EASTMAN KODAK CO     7.000   4/1/2017    12.250
EASTMAN KODAK CO     7.250 11/15/2013    13.250
EASTMAN KODAK CO     9.200   6/1/2021    10.250
EASTMAN KODAK CO     9.950   7/1/2018    10.862
EDISON MISSION       7.500  6/15/2013    50.748
FAIRPOINT COMMUN    13.125   4/1/2018     1.000
FAIRPOINT COMMUN    13.125   4/1/2018     1.000
FAIRPOINT COMMUN    13.125   4/2/2018     1.220
FDC-CALL03/13       10.550  9/24/2015   103.000
FIBERTOWER CORP      9.000 11/15/2012     3.000
FIBERTOWER CORP      9.000   1/1/2016    28.000
FULL GOSPEL FAM      8.400  6/17/2031    10.067
GEOKINETICS HLDG     9.750 12/15/2014    53.500
GEOKINETICS HLDG     9.750 12/15/2014    55.625
GLB AVTN HLDG IN    14.000  8/15/2013    21.000
GLOBALSTAR INC       5.750   4/1/2028    63.000
GMX RESOURCES        4.500   5/1/2015    51.000
HAWKER BEECHCRAF     8.500   4/1/2015     9.000
HAWKER BEECHCRAF     8.875   4/1/2015    16.000
HORIZON LINES        6.000  4/15/2017    30.000
JAMES RIVER COAL     4.500  12/1/2015    41.099
LAS VEGAS MONO       5.500  7/15/2019    21.000
LBI MEDIA INC        8.500   8/1/2017    26.125
LEHMAN BROS HLDG     0.250 12/12/2013    21.750
LEHMAN BROS HLDG     0.250  1/26/2014    21.750
LEHMAN BROS HLDG     1.000 10/17/2013    21.750
LEHMAN BROS HLDG     1.000  3/29/2014    21.750
LEHMAN BROS HLDG     1.000  8/17/2014    21.750
LEHMAN BROS HLDG     1.000  8/17/2014    21.750
LEHMAN BROS HLDG     1.250   2/6/2014    21.750
MASHANTUCKET PEQ     8.500 11/15/2015     7.375
MASHANTUCKET PEQ     8.500 11/15/2015     7.375
MASHANTUCKET TRB     5.912   9/1/2021     7.500
MF GLOBAL LTD        9.000  6/20/2038    80.000
ONCURE HOLDINGS     11.750  5/15/2017    43.500
OVERSEAS SHIPHLD     8.750  12/1/2013    40.500
PENSON WORLDWIDE    12.500  5/15/2017    41.500
PENSON WORLDWIDE    12.500  5/15/2017    24.250
PLATINUM ENERGY     14.250   3/1/2015    51.500
PLATINUM ENERGY     14.250   3/1/2015    51.500
PMI CAPITAL I        8.309   2/1/2027     0.125
PMI GROUP INC        6.000  9/15/2016    32.000
POWERWAVE TECH       1.875 11/15/2024     3.750
POWERWAVE TECH       1.875 11/15/2024     3.750
POWERWAVE TECH       3.875  10/1/2027     3.750
POWERWAVE TECH       3.875  10/1/2027     3.150
RESIDENTIAL CAP      6.875  6/30/2015    29.500
SAVIENT PHARMA       4.750   2/1/2018    27.000
SCHOOL SPECIALTY     3.750 11/30/2026    44.000
TERRESTAR NETWOR     6.500  6/15/2014    10.000
TEXAS COMP/TCEH     10.250  11/1/2015    16.875
TEXAS COMP/TCEH     10.250  11/1/2015    24.750
TEXAS COMP/TCEH     10.250  11/1/2015    16.250
TEXAS COMP/TCEH     15.000   4/1/2021    27.500
TEXAS COMP/TCEH     15.000   4/1/2021    26.250
THQ INC              5.000  8/15/2014    44.350
TL ACQUISITIONS     10.500  1/15/2015    35.000
TL ACQUISITIONS     10.500  1/15/2015    26.750
USEC INC             3.000  10/1/2014    35.950
VERSO PAPER         11.375   8/1/2016    39.615
VGR-CALL03/13       11.000  8/15/2015   104.540
VGR-CALL03/13       11.000  8/15/2015   104.410
WCI COMMUNITIES      4.000   8/5/2023     0.375
WCI COMMUNITIES      4.000   8/5/2023     0.375


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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