TCR_Public/130226.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 26, 2013, Vol. 17, No. 56

                            Headlines

70 PORTMAN: Voluntary Chapter 11 Case Summary
710 LONG RIDGE: 5 Connecticut Health Care Centers File Chapter 11
8332 CASE STREET: Voluntary Chapter 11 Case Summary
ADVANCED JET: Updated Case Summary & Creditors' Lists
ADVANCED LIVING: Returns to Ch. 11 to Sell 6 Nursing Facilities

ADVANCED LIVING: Arranges DIP Financing From Wells Fargo
ADVANCED LIVING: Hires CohnReznick as Financial Advisor
ALION SCIENCE: Incurs $11 Million Net Loss in Dec. 31 Quarter
ALLPARK LLC: Bankruptcy Halts Auction of Condominium Project
AMERICAN AIRLINES: AMR Files Form 10-K for 2012

AMERICAN AIRLINES: Merger Agreement Order Issued
AMERICAN AIRLINES: Will Take $1.5B Financing Row to 2nd Circ.
AMERICAN INT'L GROUP: Reports $4 Billion Fourth-Quarter Loss
AMERICAN POWER: Incurs $852,000 Net Loss in Dec. 31 Quarter
API TECHNOLOGIES: Incurs $12.3-Mil. Net Loss in Fiscal 4th Quarter

ARAMARK CORP: Moody's Assigns B3 Rating to New Senior Notes
ARAMARK CORP: S&P Assigns 'B-' Rating on $1BB Senior Unsec. Notes
ARCAPITA BANK: Committee Wants Discovery on Portfolio Investments
ASMAR INC: District Court Won't Reinstate Chapter 11 Case
BANAH INTERNATIONAL: Voluntary Chapter 11 Case Summary

BELO CORPORATION: Fitch Affirms 'BB' Issuer Default Rating
BERNARD L. MADOFF: No Cash for Feeder Fund Investors
BIG M: Hires PrincewaterhouseCoopers as Financial Advisor
BIG M: Proposes Lowenstein Sandler as Bankruptcy Counsel
BIG M: Hires GRL Capital's Langberg as Chief Restructuring Officer

BLOCKBUSTER INC: Feagin Lawsuit Remains Stayed
BLUEJAY PROPERTIES: Court Approves TICC Property as Asset Manager
BON-TON STORES: Paradigm No Longer Owns Shares as of Dec. 31
BRAFFITS CREEK: Wants Case Dismissed Due to Lack of Funding
BRINK'S COMPANY: Moody's Holds Ba1 Rating on Peninsula Ports Bond

BUNN-BRANTLEY ENTERPRISES: Case Summary & 17 Unsecured Creditors
CENTRAL EUROPEAN: Launches Exchange Offers to Sr. Note Holders
CHINA PRECISION: Incurs $10.9 Million Net Loss in Dec. 31 Qtr.
CIRCLE FAMILY: Shutters Behavioral Health Center in Humboldt Park
CLAIRE'S STORES: Expects $493 Million Net Sales for 4th Quarter

CLEAR CHANNEL: Fitch Rates $575MM Priority Guarantee Note 'CCC'
CLEAR CHANNEL: Bank Debt Trades at 14% Off in Secondary Market
CLEVELAND ELECTRIC: Fitch Affirms 'BB+' Issuer Default Rating
COCOPAH NURSERIES: Hires Expert Witness on Palm Tree Tax Dispute
COMSTOCK MINING: Solus Reports 9.12% Stake at Dec. 31

CONSTRUCTORA DE HATO: Seeks March 29 Extension of Plan Deadline
CSC LLC: Wayne Newton Killed $20M Museum Conversion Deal
DANA HOLDING: S&P Affirms 'BB' CCR & Revises Outlook to Positive
DANJO REALTY: Chapter 11 Case Summary & Unsecured Creditor
DELTA PETROLEUM: Former CEO Roger Parker Files Chapter 11

DENNY'S CORP: Posts $6.48-Mil. Net Income in Dec. 26 Quarter
DENNY'S CORP: Wells Fargo Has 6.5% Equity Stake as of Dec. 31
DETROIT, MI: Bankruptcy Filing May Be Bad Option
DEWEY & LEBOEUF: Creditors Throw Weight Behind Ch. 11 Plan
DIALOGIC INC: Kevin Cook Elected to Board of Directors

DIGITAL PRINTWORKS: Case Summary & 16 Largest Unsecured Creditors
DUNE ENERGY: Whitebox's Equity Stake at 5.5% as of Dec. 31
EASTMAN KODAK: Plan Exclusivity Extended to April 18 on Interim
EASTMAN KODAK: Contracts With Dow Jones, Sony Rejected
EASTMAN KODAK: Court OKs Assumption of Mentor Graphics Contract

EFL PARTNERS: Case Summary & Unsecured Creditor
ENERGYSOLUTIONS INC: Inks 2nd Amendment to JPMorgan Credit Pact
ESIO BEVERAGE: Voluntary Chapter 11 Case Summary
FAMILY OUTREACH: Chapter 11 Case Summary & Unsecured Creditor
FOREST CITY: Closes New $465-Mil. Revolving Credit Facility

FREDERICK BAYBUTT: Chief of Construction Firm Files Ch. 11
FRIENDFINDER NETWORKS: Lars Mapstead Has 8.9% Stake as of Feb. 13
GABRIEL TECHNOLOGIES: Case Reassigned to Judge Dennis Montali
GABRIEL TECHNOLOGIES: Case Summary & 20 Top Unsec. Creditors
GENOA HEALTHCARE: S&P Revises Outlook to Stable on 'B' CCR

GENTA INC: RA Capital Reports 9.9% Equity Stake at Dec. 31
GENTA INC: Tang Capital Reports 9.9% Equity Stake at Dec. 31
GIBRALTAR KENTUCKY: Case Converted to Chapter 7
GLOBAL SHIP: DePrince Has 10.6% Equity Stake as of Dec. 31
GOOD SAMARITAN HOSPITAL: S&P Cuts 2004 & 2002 Bond Rating to 'B+'

GRAY TELEVISION: Incurs $2.6 Million Net Loss in Fourth Quarter
GREEN EARTH: Amendment No. 3 to 55.1-Mil. Common Shares Prospectus
HANDY HARDWARE: Files Schedules of Assets and Liabilities
HANDY HARDWARE: Hires Ashby & Geddes as Bankruptcy Counsel
HARPER MEDICAL: Voluntary Chapter 11 Case Summary

HEARTSOUTH PROPERTIES: Case Summary & 6 Unsecured Creditors
HI-GRADE MEATS: Liquidating Agent Hires Cohne Rappaport Firm
HORIYOSHI WORLDWIDE: K. Chung Replaces M. Kojima as Pres. & CEO
HORIZON LINES: Caspian Stake Down to 2% as of Dec. 31
HUSTAD REAL ESTATE: 3 Firms File Ch.11, Seek Joint Administration

INFUSION BRANDS: Names Shad Stastney Chairman and CSO
INTEGRATED BIOPHARMA: Delays Form 10-Q for Dec. 31 Quarter
INTERSIL CORP: Revenue Decline Prompts Moody's to Cut CFR to Ba3
IQOR HOLDINGS: S&P Raises Corporate Credit Rating to 'B'
ISC8 INC: Swaps 2012 Notes with $7.56 Million 2013 Notes

JACKSONVILLE BANCORP: Shareholders OK Issuance of New Shares
JOURNAL REGISTER: Buyer Will Have Final Say on Employee Roster
JUMP OIL: Case Summary & 20 Largest Unsecured Creditors
LA JOLLA: RTW Investments Discloses 9% Equity Stake at Dec. 31
LA JOLLA: Tang Capital Discloses 9% Equity Stake at Dec. 31

LEHMAN BROTHERS: Court OKs LBI Settlement With ICAP Securities
LEHMAN BROTHERS: Drops Bid to Assume 80 Contracts
LEHMAN BROTHERS: Spanish Broadcasting Defends Claim
LEHMAN BROTHERS: Stipulation Over Drawbridge Claim Approved
LIBERTY MEDICAL: Wins Interim Approval to Use Cash Collateral

LIBERTY MEDICAL: Wins OK for Epiq as Claims and Noticing Agent
LIBERTY MEDICAL: Has Approval to Pay $1.2-Mil. to Critical Vendors
LIFECARE HOLDINGS: Seeks to Hire Chris Walker as CFO
LINKLINE COMMUNICATIONS: Case Summary & 20 Top Unsec. Creditors
LINN ENERGY: S&P Puts 'B+' CCR on CreditWatch Positive

LINN ENERGY: Moody's Retains B1 CFR; Outlook Is Developing
LIQUIDMETAL TECHNOLOGIES: BofA Ceased as 5% Owner as of Dec. 31
MADISONVILLE ASSOCIATES: Case Summary & 5 Unsecured Creditors
MAFAB INC: Chapter 11 Case Summary & Unsecured Creditor
MAJESTIC STAR: Entergy Claims for Meter-Reading Errors Barred

MARINA BIOTECH: Files 3rd Amendment to Form S-1 Prospectus
MDU COMMUNICATIONS: Incurs $136,500 Net Loss in Dec. 31 Quarter
MEG ENERGY: S&P Revises Outlook to Negative & Affirms 'BB' CCR
METAL SERVICES: S&P Retains 'B' Rating After $25MM Borrowings
MGM RESORTS: Incurs $1.2 Billion Net Loss in Fourth Quarter

MOORE FREIGHT: Asks for April 26 Plan Exclusivity Extension
MOUNTAINEER BULK: General Corp.'s Liens on Vehicles Validated
MURRIETA SP: Voluntary Chapter 11 Case Summary
NATIONAL HOLDINGS: Incurs $41,000 Net Loss in Dec. 31 Quarter
NAZARETH PLACE: Case Summary & 15 Largest Unsecured Creditors

NEXSTAR BROADCASTING: Acquires 3 Calif. Stations for $35.4-Mil.
NNN LENOX: Files Schedules of Assets and Liabilities
NNN LENOX: Challenges U.S. Bank's Motion to Dismiss Case
NNN LENOX: Hires Tucker Hester as Bankruptcy Counsel
ODYSSEY PICTURES: Amends Dec. 31 Form 10-Q to Add Exhibit

OMNICOMM SYSTEMS: F. Montero Stake Down to Under 1% as of Dec. 31
OMNICOMM SYSTEMS: Guus Kesteren Reports 5% Stake at Dec. 31
ONE FIREROCK: Involuntary Chapter 11 Case Summary
OVERLAND STORAGE: Receives $14.2 Million From Private Placement
OVERLAND STORAGE: Columbus No Longer Owns Shares as of Dec. 31

PARKWAY PROPERTIES: Case Summary & 4 Unsecured Creditors
PHILLIPS-MEDISIZE: S&P Assigns 'B' CCR & Rates Sr. Facilities 'B'
PINNACLE AIRLINES: Opposes Flight 3407 Plaintiffs' Bid to Sue
POSITIVEID CORP: Has Licensed iglucoseTM Technology for $2-Mil.
POWELL STEEL: Meeting to Form Creditors' Panel Set for March 4

POWERWAVE TECHNOLOGIES: To Auction Assets; No Lead Bidder Yet
POWERWAVE TECHNOLOGIES: Can Tap Cash Collateral Until March 14
POWERWAVE TECHNOLOGIES: Gets OK to Employ Proskauer Rose, et al.
QUANTUM CORP: Vanguard Reports 5.6% Equity Stake at Dec. 31
RADIAN GROUP: Commences Common Stock & Sr. Notes Offering

RAM OF EASTERN N.C.: Files for Chapter 11 in Wilson
RAM OF EASTERN N.C.: Sec. 341(a) Meeting of Creditors on March 25
RAM OF EASTERN N.C.: Case Summary & 12 Largest Unsecured Creditors
REAL MEX: Cases Dismissed Except Chevys Restaurants
RESIDENTIAL CAPITAL: Junior Bondholders Want End to Exclusivity

RESIDENTIAL CAPITAL: FTI Consulting to Provide Add'l Services
RESIDENTIAL CAPITAL: Creditors, Ally Mediation Hits Impasse
RG STEEL: Fight with SNA Carbon Booted to W.Va. Court
RODEO CREEK GOLD: Great Basin's Nevada Subsidiaries Seek Ch. 11
ROGER PARKER: Former Delta Petroleum CEO Files Chapter 11

SAN BERNARDINO: Aware of New City Manager's Bankruptcy, Scandal
SCHOOL SPECIALTY: Amends Purchase Agreement with Bayside
SECUREALERT INC: Incurs $1.2 Million Net Loss in Dec. 31 Quarter
SENTINAL INC: Case Summary & 2 Unsecured Creditors
SEQUENOM INC: Samuel Isaly Discloses 5% Equity Stake at Dec. 31

SIERRA NEGRA: Plan Solicitation Period Extended to April 18
SRS DISTRIBUTION: Moody's Assigns First-Time B2 CFR
SRS DISTRIBUTION: S&P Assigns 'B' CCR & Rates $220MM Loan 'B'
ST. JOSEPH HEALTH: Moody's Keeps Caa2 Rating on US$17.8MM of Debt
STAMP FARMS: Taps O'Keefe & Associates as Financial Advisor

STRADELLA INVESTMENTS: Feb. 27 Disclosure Statement Hearing Set
SYSTEMS INTEGRATION: Case Summary & 14 Unsecured Creditors
TEJAL INVESTMENT: Court Stays Foreclosure Pending Appeal
THERMOENERGY CORP: Guggenheim Discloses 17% Stake at Dec. 31
THINKFILM LLC: Bergstein Loses Appeal on Involuntary Bankruptcy

THOR INDUSTRIES: Interim Use of Cash May Expire Today
TIMIOS NATIONAL: Enters Into Agreements with Perma-Fix, YA Global
TITAN PHARMACEUTICALS: Deerfield Mgmt Holds 8% Stake at Dec. 31
TOMNIK FOOD: Updated Case Summary & Creditors' Lists
TOPLINE PRINTING: Case Summary & 20 Largest Unsecured Creditors

TRANS ENERGY: Mark Woodburn Reports 7.3% Equity Stake
TRIUS THERAPEUTICS: Wellington Discloses 6% Stake at Dec. 31
TUNICA-BILOXI: Moody's Keeps CFR at B3; Outlook Is Negative
UNI-PIXEL INC: K. Douglas Discloses 7% Equity Stake at Dec. 31
UNI-PIXEL INC: Goldberg Discloses 6% Equity Stake at Feb. 14

UNI-PIXEL INC: FMR LLC Discloses 6% Equity Stake at Feb. 13
UNITED AMERICAN: Delays Form 10-Q for Dec. 31 Quarter
UTSTARCOM HOLDINGS: Extraordinary Meeting Set for March 21
VERIFONE: S&P Revises Outlook to Stable &  Affirms 'BB-' CCR
VIGGLE INC: Incurs $12.4 Million Net Loss in Dec. 31 Quarter

VIGGLE INC: Adage Capital Discloses 10% Equity Stake at Dec. 31
VIGGLE INC: BAMCO Inc Discloses 6% Equity Stake
VISUALANT INC: Gemini Master Holds Less Than 1% Stake at Dec. 31
VITESSE SEMICONDUCTOR: Prescott Reports 9% Stake at Dec. 31
WARHORSE-BALTIMORE: Case Summary & 5 Unsecured Creditors

WESTERN ENERGY: IROC Purchase Has No Impact on Moody's B2 CFR
WESTERN POZZOLAN: IIP Renews Bid to Dismiss Chapter 11 Case
XCELL ENERGY: Lender Wants Foreclosure, Trustee or Chapter 7
XCELL ENERGY: Taps DelCotto Law Group as Counsel
XCELL ENERGY: Case Summary & 20 Largest Unsecured Creditors

ZACKY FARMS: Wins Approval to Sell Itself to Family Trust
ZUERCHER TRUST: Court Rejects Bid to Disqualify Creditor's Counsel
ZUERCHER TRUST: Hires Coleman Frost as General Bankruptcy Counsel

* Fitch: U.S. Bank TruPS CDOs Combined Default Drops to 29.7%
* Massachusetts S&P Probe Said to Extend Into Post-Crisis Ratings
* Despite Aid, Borrowers Still Face Foreclosure

* Big Law Firm K&L Gates Lifts Veil on Financial Performance

* Large Companies With Insolvent Balance Sheets

                            *********

70 PORTMAN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 70 Portman Road Realty, Inc.
        70 Portman Road
        New Rochelle, NY 10801

Bankruptcy Case No.: 13-22301

Chapter 11 Petition Date: February 22, 2013

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

Judge: Robert D. Drain

Debtor's Counsel: Anne J. Penachio, Esq.
                  PENACHIO MALARA, LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  E-mail: apenachio@pmlawllp.com

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

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

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

The petition was signed by Stephen Bulfamante, president.


710 LONG RIDGE: 5 Connecticut Health Care Centers File Chapter 11
-----------------------------------------------------------------
Five Connecticut health care centers filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
Feb. 24 in order to implement a plan to create a competitive and
durable cost structure.  The plan includes gaining relief from
unsustainable union pension and medical benefits costs and other
restrictive SEIU labor agreements that hamstring the Centers'
flexibility and competitiveness.

The Centers, which provide skilled nursing care, are managed by
HealthBridge Management LLC, but the Chapter 11 filing pertains
only to the five unionized Connecticut Centers and does not apply
to either HealthBridge Management itself or other health care
centers it manages.  The burdensome pension and benefit costs and
restrictive work rules are part of expired labor agreements that
were negotiated in 2004 with the New England Health Care Employees
Union, District 1199 (SEIU, District 1199).

The Chapter 11 proceeding will not affect patient care, relations
with physicians or any other of the Centers' normal operations.
"The continued excellent care and safety of the Centers' residents
remains paramount, and we wish to assure both the residents and
their families that the five Centers will continue to operate as
normal under bankruptcy protection, with no interruption of
services," said Lisa Crutchfield, Senior Vice President, Labor
Relations.  "It's business as usual at the Centers."

The Centers are in the process of negotiating debtor-in-possession
financing and currently have sufficient cash to operate the
facilities, including paying vendors for goods and services
provided during the Chapter 11 process, without interruption.

Each of the five centers is a sub-acute and long-term nursing care
facility for the elderly in Connecticut.  The facilities are: Long
Ridge of Stamford, Newington Health Care Center, Westport Health
Care Center, West River Health Care Center, and Danbury Health
Care Center.

The Chapter 11 filing was made in U.S. Bankruptcy Court for the
District of New Jersey (Case Nos. 13-13653 to 13-13657).

Along with the voluntary petitions, the Centers filed a variety of
"first-day" motions requesting authority to continue routine
operations, including postpetition payments to suppliers and
uninterrupted employee wages and benefits.  The Centers expect to
receive Court approval of the motions at the initial Court
hearing.

The Centers also filed a motion under Section 1113(e) of the
Bankruptcy Code.  The 1113 process will allow the Centers to
request Court authority to implement first temporary and then
permanent modifications to their 2004 collective bargaining
agreements if the Centers are unable to implement the
modifications through good-faith collective bargaining with SEIU,
District 1199.  Although the bargaining agreements have expired,
the Centers are required to abide by their terms and conditions.

"The Centers have a bright future if they can operate under labor
agreements that reflect today's financial realities, but the fact
is the Centers will not survive unless we have relief from the
crushing burden of unsustainable labor costs, especially the
spiraling costs of pension and healthcare obligations," Ms.
Crutchfield said.

Under the existing collective bargaining agreements, the Centers
would resume losing approximately $1.3 million per month.  The
primary, if not sole, reason for the losses is untenable economic
provisions in the CBAs.  For example, the Centers:

-- spent over 225% more on pension benefits per resident-day than
the statewide average;

-- spent 17% more on pensions per day than seven facilities with
Union contracts that went into bankruptcy or receivership during
2012;

-- had total benefit costs per day 24% higher than other Union
facilities in the state; and

-- had daily benefit costs 48% higher than the average of all
facilities, Union and non-union, statewide.

The Centers are only the latest victims of unsustainable union
labor contracts.  SEIU, District 1199 represents employees at only
28% of Connecticut's nursing homes.  Yet it represented employees
at 69% of the state's nursing homes that have closed since 2007.

"There is no getting around the fact that SEIU, District 1199,
labor agreements are the leading reason for nursing home closures
in Connecticut.  That's bad for patients, employees, physicians
and the communities they serve," Ms. Crutchfield said.  "In our
case, the union's collective bargaining agreements hobble the
Centers with labor costs that are well above state averages and
which are simply unsustainable."

According to the AP, HealthBridge said Monday the bankruptcy
filing won't affect patient care.

Bloomberg News' Phil Milford and Dawn McCarty report the five
facilities estimated as much as $50 million in assets and debts.

"The centers have a bright future if they can operate under labor
agreements that reflect today's financial realities," Lisa
Crutchfield, HealthBridge labor relations vice president, said in
a company statement, according to Bloomberg.

According to the AP, Union President David Pickus says the
bankruptcy filing is intended to avoid legal obligations to the
workers.

The AP report notes workers are set to return to their jobs
March 3.


8332 CASE STREET: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 8332 Case Street Investments, LLC
        8332 Case Street
        La Mesa
        San Diego, CA

Bankruptcy Case No.: 13-01666

Chapter 11 Petition Date: February 21, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Glenn W. Charos, Esq.
                  LAW OFFICES OF GLENN W. CHAROS
                  433 West Grand Avenue
                  Escondido, CA 92025
                  Tel: (760) 291-1125
                  E-mail: charosgw@aol.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Henry Gamboa, managing member.


ADVANCED JET: Updated Case Summary & Creditors' Lists
-----------------------------------------------------
Debtor: Advanced Jet Services, Inc.
        aka Advanced Services, Inc.
        aka Georgetown Jet Center
        aka Georgetown Jet Center Maintenance Department
        aka Castleberry Instruments and Avionics
        160 Terminal Road
        Suite 101
        Georgetown, TX 78628

Bankruptcy Case No.: 13-10320

Chapter 11 Petition Date: February 21, 2013

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: James M. Schober, Esq.
                  BARTLETT & SCHOBER, P.C.
                  1611 Nueces St.
                  Austin, TX 78701
                  Tel: (512) 474-7678
                  Fax: (512) 597-3510
                  E-mail: jschober@bartlettschober.com

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

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

Affiliate that simultaneously filed a separate Chapter 11
petition:

   Debtor                              Case No.
   ------                              --------
Georgetown Aviation Facilities LLC     13-10321
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Blake D. Byram, president and sole
manager.

A. A copy of Advanced Jet Services' list of its four unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/txwb13-10320.pdf

B. A copy of Georgetown Aviation's list of its three unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/txwb13-10321.pdf


ADVANCED LIVING: Returns to Ch. 11 to Sell 6 Nursing Facilities
---------------------------------------------------------------
Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in the next two
months.

The Debtor also filed a motion to begin a sale process under Sec.
363 of the Bankruptcy Code even though it has not yet signed a
deal with a proposed buyer for any of the facilities.  Lenders who
are providing funding for the Chapter 11 case require the Debtor
to conduct an auction for the assets in May.

The Debtor will entertain bids for all of the six locations
together, or just for select locations.

The Debtor's six facilities are currently managed by Colinas
Healthcare, Inc.  Each facility provides room and board, personal
care, activity programs, social service, rehabilitation, as well
as skilled nursing care on a 24-hour basis.

The facilities are:

  * the 134-bed Oaks at Brookshire Nursing Center in Waller
    County, Texas;

  * the 144-bed Floresville Nursing Center located in Wilson
    County, Texas;

  * the 88-bed Country Care Plex Nursing Home located in Lee
    County, Texas;

  * the 120-bed Manor Oaks Nursing Center in Milam County, Texas;

  * the 134-bed Oaks at Brookshire Nursing Center in Waller
    County, Texas; and

  * the 122-bed Victoria Nursing and Rehabilitation Center in
    Victoria County, Texas.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

As a result of a financial downturn coupled with changes in
Medicare and Medicaid reimbursement, the Debtor concluded that it
needed to commence a new Chapter 11 case in order to maximize
value through an orderly sale of its assets.

As of the new Chapter 11 filing, the Debtor had total assets of
$12 million and liabilities of $25 million.  Debt includes (i)
$19.1 million for bonds issued to entities led by Wells Fargo
Bank, N.A., as indenture trustee, when the Debtor exited the first
bankruptcy case, and (ii) $1.5 million owed to MidCap Financial,
LLC, for financing secured by a first-lien on accounts receivable.

To maintain operations pending a sale of the business, the Debtor
has filed a variety of first-day motions.

Aside from the proposed bidding procedures, the Debtor filed
motions to pay $650,000 for prepetition wages and benefits owed to
400 employees, use cash collateral and incur postpetition
financing, prohibit utilities from discontinuing service and pay
approximately $60,000 for utility services in the next 30 days.

The Debtor has also filed applications to employ, Cohn Reznick LLP
as financial advisor; Hohmann, Taube & Summers, LLP as counsel;
and CohnReznick LLP as financial advisor.

The Debtor is also hiring RBC Capital Markets, LLC as investment
banker to broker the sale of the facilities.

The Debtor is seeking expedited consideration of the first day
motions.

                      Bidding Procedures

To increase the competitive nature of the sale process, the
proposed bidding procedures provide that the Debtor may grant one
or more bidders stalking horse status and protections, including a
break-up fee and expense reimbursement in an amount not to exceed
2% of the proposed purchase price.

Under the proposed bid procedures, interested parties must submit
a deposit of not less than $250,000 if bidding for the entire
business enterprise or 10% of the proposed purchase price for a
bid on an individual facility.

An auction will be held if there are at least two qualified bids
for the same asset.

The Debtor says it has proposed a sale after thorough
consideration of all viable alternatives.  The Debtor says a sale
as a going concern exceed any value it could get for the
facilities if it were required to liquidate the facilities
piecemeal.

Prospective purchasers may contact the Debtor's representatives
at:

         David B. Fields
         RBC CAPITAL MARKETS, LLC
         455 Patroon Creek Boulevard, Suite 207
         Albany, NY 12206-5005
         Tel: (518) 432-5078
         E-mail: David.Fields@rbeem.com

                - and -

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

Wells Fargo, as indenture, trustee, is represented by:

         Daniel S. Bleck, Esq.
         MINTZ, LEVIN, COHN, FERRRIS, GLOVSKY AND POPCO, P.C.
         One Financial Center
         Boston, MA 02111

                - and -

         Patty Tomasco, Esq.
         JACKSON WALKER, L.L.P.
         100 Congress Avenue, Suite 1100
         Austin, TX 78701

MidCap Financial may be reached at:

         MIDCCAP FINANCIAL, LLC
         Brett Robinson
         Managing Director
         7735 Old Georgetown Rd., Suite 400
         Bethesda, MD 20814
         E-mail: brobinson@midcapfinancial.com


ADVANCED LIVING: Arranges DIP Financing From Wells Fargo
--------------------------------------------------------
Advanced Living Technologies, Inc., is asking a bankruptcy judge
in Austin, Texas, for approval to (i) obtain postpetition
financing from existing bondholders led by Wells Fargo Bank, N.A.,
as indenture trustee, and (ii) use cash collateral, both to fund
operations pending a sale of the assets.

Wells Fargo has agreed to provide a financing facility on a senior
secured, priming, super priority basis of up to $351,000 upon
interim approval of the loan.  Wells Fargo has agreed to provide
financing to pay any shortfalls in the Debtor's continuing
business operations.  The Debtor will use proceeds of the DIP
facility to repay an emergency bridge facility provided by Wells
Fargo before the bankruptcy filing.

The DIP loans will have interest at 8% per annum.

The DIP facility requires a quick sale of the assets.  Sale
milestones include:

-- approval of the bidding procedures within 10 days from the
    Petition Date;

-- an auction on or before 60 days from the entry of order
    approving the bidding procedures order; and

-- approval of the sale of the facilities on or before 65 days
    from the entry of the bidding procedures order.

As of the Petition Date, the Debtor owes Wells Fargo $19.1 million
in principal under revenue bonds issued in 2008 and $578,000 for
an emergency bridge facility provided just before the bankruptcy
filing.  The Debtor also owes MidCap Financial LLC, $1.5 million
for a revolving credit facility secured by a first-lien on
accounts receivable.

MidCap has not consented to the use of cash collateral.  The
Debtor will maintain a replacement lien on the MidCap collateral
subordinated only to the liens granted to Wells Fargo.

The Debtor will grant Wells Fargo a senior lien on all assets but
junior to the MidCap A/R.

The prepetition secured lenders will receive adequate protection
liens, superpriority claims under Sec. 507(b) of the Bankruptcy
Code.

The Debtors are required to obtain final approval of the DIP
financing by March 22, 2013.

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Hohmann, Taube &
Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor had total assets of
$12 million and liabilities of $25 million.


ADVANCED LIVING: Hires CohnReznick as Financial Advisor
-------------------------------------------------------
Advanced Living Technologies, Inc., is asking the bankruptcy court
for approval to employ CohnReznick LLP as financial advisor.

CohnReznick will, among other things;

  -- gain an understanding of the Company's corporate structure,
     related parties and status of books and records;

  -- assist the Company in the preparation of projections;

  -- assist the Company in the preparation of a 13-week cash flow
     forecast; and

  -- assist the Company with the identification and negotiation of
     cash collateral arrangement or DIP financing;

Compensation to the firm will be payable on an hourly basis, plus
reimbursement of actual and necessary expenses.

CohnReznick's billing rates are:


       Professional                   Hourly Rate
       ------------                   -----------
Partner/Senior Partner                $585 to $800
Manager/Senior Manager/Director       $435 to $620
Other Professional Staff              $275 to $410
Paraprofessional                          $185

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Hohmann, Taube &
Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor had total assets of
$12 million and liabilities of $25 million.


ALION SCIENCE: Incurs $11 Million Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission a Form 10-Q disclosing a net
loss of $11.02 million on $204.32 million of contract revenue for
the three months ended Dec. 31, 2012, as compared with a net loss
of $12.81 million on $189.89 million of contract revenue for the
same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$627.74 million in total assets, $781.79 million in total
liabilities, $108.76 million in redeemable preferred stock, $20.78
million in common stock warrants, and a $283.45 million
accumulated deficit.

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

                        http://is.gd/JchBOw

In a separate regulatory filing with the SEC, Alion Science
disclosed the following non-public information:

   Consolidated EBITDA (as defined in the Company's Credit
   Agreement dated as of March 22, 2010, as amended) for the
   twelve months ended December 31, 2012, was approximately $72.9
   million, and for the three months ended December 31, 2012, was
   approximately $16.8 million.  The calculation and
   reconciliation to the most comparable financial measure
   calculated and presented in accordance with GAAP is included in
   the table below.

A complete copy of the disclosure is available for free at:

                        http://is.gd/f17rQg

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science incurred a net loss of $41.44 million for the year
ended Sept. 30, 2012, a net loss of $44.38 million for the year
ended Sept. 30, 2011, and a net loss of $15.23 million for the
year ended Sept. 30, 2010.

                         Bankruptcy Warning

"Our credit arrangements, including our unsecured and secured note
indentures and our revolving credit facility include a number of
covenants.  We expect to be able to comply with our indenture
covenants and our credit facility financial covenants for at least
the next twenty-one months.  If we were unable to meet financial
covenants in our revolving credit facility in the future, we might
need to amend the revolving credit facility on less favorable
terms.  If we were to default under any of the revolving credit
facility covenants, we could pursue an amendment or waiver with
our existing lenders, but there can be no assurance that lenders
would grant an amendment or waiver.  In light of current credit
market conditions, any such amendment or waiver might be on terms,
including additional fees, increased interest rates and other more
stringent terms and conditions materially disadvantageous to us.
If we were unable to meet these financial covenants in the future
and unable to obtain future covenant relief or an appropriate
waiver, we could be in default under the revolving credit
facility.  This could cause all amounts borrowed under it and all
underlying letters of credit to become immediately due and
payable, expose our assets to seizure, cause a potential cross-
default under our indentures and possibly require us to invoke
insolvency proceedings including, but not limited to, a voluntary
case under the U.S. Bankruptcy Code," the Company said in its
annual report for the fiscal year ended Sept. 30, 2012.


ALLPARK LLC: Bankruptcy Halts Auction of Condominium Project
------------------------------------------------------------
The bankruptcy filing by Allpark LLC has halted the auction of a
struggling condominium project in Indianapolis, Indiana.

Dan Human, writing for Indianapolis Business Journal, reports that
close to 50 people gathered Feb. 7 to bid on eight units at the
Chatham Kynett Court development at 716 N. East St., but an
attorney for the property's original owner showed up to notify the
group that the owner had filed for Chapter 11 bankruptcy, stopping
the sale, according to Jeff Donor, a vice president at Key
Auctioneers.

The report notes Indianapolis-based developer SC Devcon brought
the Chatham Kynett Court project to market in 2008, just before
the real estate market soured. The units ranged from 1,400 square
feet to 2,200 square feet and were offered for $249,000 to almost
$400,000.  Three of the condos sold while the remaining eight sat
empty for almost five years in various stages of completion. Key
Auctioneers intended on Feb. 7 to sell those remaining units "as
is."

SC Devcon affiliate Timberpace LLC owned the property.

The report says Indiana Secretary of State records list the
registered agent for both firms as Shawn Cannon. The firms have
the same address in an office building at 110 E. Washington St.
State records indicate both businesses have dissolved.  The report
also notes a Feb. 7 court filing lists the condo properties as
belonging to another firm, Allpark LLC.  Mr. Cannon is the
managing member of Allpark.

According to the report, U.S. Bankruptcy Judge James Coachys has
granted a reprieve until March 11 for Mr. Cannon to file the
initial Chapter 11 documents.  An attorney for Mr. Cannon declined
to comment beyond what was in court records.

Allpark LLC, aka Timberpace LLC, in Indianapolis, Indiana, filed
for Chapter 11 bankruptcy (Bankr. S.D. Ind. Case No. 13-00976)
on Feb. 7, 2013.  Judge James K. Coachys oversees the case.
L. Leona Frank, Esq., at Frank Law Office, P.C., serves as the
Debtor's counsel.  In its petition, Allpark estimated $500,001 to
$1 million in assets and $1 million to $10 million in debts.  The
petition was signed by Shawn W. Cannon, managing member.


AMERICAN AIRLINES: AMR Files Form 10-K for 2012
-----------------------------------------------
AMR Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.87 billion on $24.85 billion of total operating revenues for
the year ended Dec. 31, 2012, as compared with a net loss of $1.97
billion on $23.97 billion of total operating revenues for the year
ended Dec. 31, 2011, and a net loss of $471 million on $22.17
billion of total operating revenues for the year ended Dec. 31,
2010.

The Company's balance sheet at Dec. 31, 2012, showed
$23.51 billion in total assets, $31.49 billion in total
liabilities and a $7.98 billion stockholders' deficit.

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

                       http://is.gd/01oBzL

                     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: Merger Agreement Order Issued
------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
AMR's motion for entry of an order authorizing and approving the
merger agreement, pursuant to 11 U.S.C. Sections 105(a), 363(b)
and 503(b), by and among AMR Corporation, AMR Merger Sub and Us
Airways Group; (II) the Debtors' execution of and performance
under the merger agreement; (III) certain employee compensation
and benefit arrangements; (IV) termination fees and (V) related
relief.

The Court also scheduled a March 27, 2013 evidentiary hearing and
scheduled a March 15, 2013 objection deadline with respect
thereto, the report said.

BankruptcyData related that it sister publication, The Turnaround
Letter, on investing opportunities related to the airline industry
development, said "...we suggest that investors may want to focus
more on the stocks of Delta and United Continental...than on US
Air or AMR. At worst, Delta and United will get a small boost from
industry consolidation. At best, they might get a big boost if
integration problems at USAir-AMR drive customers away from the
merged carrier to other airlines."

                     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: Will Take $1.5B Financing Row to 2nd Circ.
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that bankrupt airline
operator AMR Corp. will ask the Second Circuit to hear U.S. Bank
Trust NA's forthcoming appeal of AMR's $1.5 billion financing deal
after a New York bankruptcy judge ruled Friday that the dispute
constitutes a matter of public importance.

The report related that, additionally, U.S. Bankruptcy Judge Sean
H. Lane imposed a stay that prevents the financing from going into
effect until May 1 while the bank's appeal makes its way through
the courts and a $100 million bond protecting AMR against a spike
in interest rates.

Judge Sean Lane of the U.S. Bankruptcy Court in Manhattan
authorized AMR on February 1 to obtain the $1.5 billion in
financing, and to pay off $1.32 billion in loans with the new
financing without paying a so-called make-whole premium.

U.S. Bank, which relied in part on the so-called 1110 election
that AMR made early in the bankruptcy, failed to convince the
bankruptcy judge that the make-whole premium is due.

The term, which is derived from Section 1110 of the Bankruptcy
Code, requires an airline to decide within 60 days of bankruptcy
whether to retain aircraft.  If the airline elects to keep
aircraft, it must agree to "perform all obligations" under the
loan documents.

Judge Lane was not convinced that the 1110 election obliged AMR
to pay the make-whole, citing provisions in the indenture saying
that the make-whole isn't owing if the underlying default results
from bankruptcy.

                     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 INT'L GROUP: Reports $4 Billion Fourth-Quarter Loss
------------------------------------------------------------
The Associated Press reported that the insurer American
International Group reported late Thursday that it lost $4 billion
in the last three months of 2012 as it absorbed billions of
dollars of losses related to damage caused by Hurricane Sandy and
the sale of its airplane leasing unit.

Still, A.I.G. posted an operating profit that was better than
analysts had expected and its stock rose in after-hours trading,
according to the AP report.

"A.I.G.'s operating profit this quarter shows the power and
financial strength of our diverse global franchise," Robert H.
Benmosche, the company's president and chief executive, said in a
statement, AP cited.  "We achieved these operating profits in
spite of storm Sandy."

AP said this was the first financial report for A.I.G. since the
government sold the last of its stake in the company last
December.  A.I.G. became a household name after it received a $182
billion bailout package from the government at the height of the
financial crisis in 2008. The company nearly imploded by making
huge bets on mortgage investments that later went wrong.  A.I.G.
has repaid the government's bailout money.

For the three months ended Dec. 31, A.I.G. reported a loss of
$4 billion, or $2.68 a share, AP said.  That compares with net
income of $21.5 billion, or $11.31 a share, a year earlier, when
A.I.G. benefited from a tax-related accounting gain of
$19.2 billion.

AP related that A.I.G.'s property casualty segment bore most of
damage costs resulting from the storm, which made landfall on Oct.
29, affecting New York, New Jersey, Connecticut and eight other
states.  A.I.G., which is based in New York, booked an after-tax
loss of $1.3 billion as a result of the storm.  That led to a
fourth-quarter operating loss of $945 million in its property
casualty unit.  It recorded operating income of $367 million a
year earlier.

A.I.G. latest results included a $4.4 billion loss related to its
agreement to sell the International Lease Finance Corporation,
according to the AP report.  The deal reduced A.I.G.'s per-share
book value by $2.97.  Operating income for the quarter was $290
million, or 20 cents a share.  That was down from $1.5 billion, or
77 cents a share, a year earlier.

                            About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


AMERICAN POWER: Incurs $852,000 Net Loss in Dec. 31 Quarter
-----------------------------------------------------------
American Power Group Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss available to common shareholders of $852,490
on $874,953 of net sales for the three months ended Dec. 31, 2012,
as compared with a net loss available to common shareholders of
$1.14 million on $396,017 of net sales for the same period during
the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $8.82 million
in total assets, $4.41 million in total liabilities and $4.41
million in total stockholders' equity.

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

                        http://is.gd/FsSvhN

                     About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100% diesel fuel operation at any time.  The proprietary
technology seamlessly displaces up to 80% of the normal diesel
fuel consumption with the average displacement ranging from 40% to
65%.  The energized fuel balance is maintained with a proprietary
read-only electronic controller system ensuring the engines
operate at original equipment manufacturers' specified
temperatures and pressures.  Installation on a wide variety of
engine models and end-market applications require no engine
modifications unlike the more expensive invasive fuel-injected
systems in the market. See additional information at:
www.americanpowergroupinc.com.

American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $9.08
million in total assets, $4.11 million in total liabilities and
$4.97 million in total stockholders' equity.


API TECHNOLOGIES: Incurs $12.3-Mil. Net Loss in Fiscal 4th Quarter
------------------------------------------------------------------
API Technologies Corp. reported a net loss of $12.30 million on
$62.74 million of net revenue for the three months ended Nov. 30,
2012, as compared with a net loss of $2.48 million on $75.08
million of net revenue for the same period during the prior year.

For the 12 months ended Nov. 30, 2012, the Company reported a net
loss of $148.70 million on $280.82 million of net revenue, as
compared with a net loss of $17.32 million on $197.56 million of
net revenue during the prior year.

The Company's balance sheet at Nov. 30, 2012, showed
$396.29 million in total assets, $231.74 million in total
liabilities, $25.58 million in preferred stock, and
$138.97 million in shareholders' equity.

"Fiscal 2012 was a transformational year for API Technologies, as
we successfully integrated three strategic acquisitions and
emerged as a leading provider of high-reliability electronics
solutions," said Bel Lazar, president and chief executive officer
of API Technologies.  "In spite of ongoing defense industry
headwinds and a challenging macroeconomic environment, we won
record orders and achieved a positive book-to-bill ratio of 1.2 to
1 in the fourth quarter, positioning us for future growth."

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

                       http://is.gd/cKeWD3

                    About API Technologies Corp.

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

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

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it placed its 'B' corporate credit
rating on API Technologies Corp. on CreditWatch with negative
implications.

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


ARAMARK CORP: Moody's Assigns B3 Rating to New Senior Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to ARAMARK
Corporation's proposed new senior unsecured notes due 2020. The
proceeds and balance sheet cash will be used to repay in full $500
million of floating rate notes due 2015 and $600 million of
ARAMARK Holdings Corporation notes. The ratings on the two
existing notes will be withdrawn once they have been repaid. The
ratings outlook is stable.

Ratings (LGD assessments) Assigned:

Senior Unsecured Notes due 2020, B3 (LGD6, 91%)

Ratings Unchanged (LGD assessments revised):

Senior Secured Term Loan due 2019, B1 (LGD3, 45% from 44%)

Senior Secured Term Loans due 2014 & 2016, B1 (LGD3, 45% from 44%)

Senior Secured Revolving Credit Facilities due 2015 & 2017, B1
(LGD3, 45% from 44%)

Synthetic Letter of Credit Facilities due 2014 & 2016, B1 (LGD3,
45% from 44%)

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.


ARAMARK CORP: S&P Assigns 'B-' Rating on $1BB Senior Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
rating to Philadelphia-based ARAMARK Corp.'s proposed $1.0 billion
senior unsecured notes due 2020.  The recovery rating on the
proposed notes is '6', indicating that lenders could expect
negligible (0% to 10%) recovery in the event of a payment default
or bankruptcy.

The 'BB-' issue and '2' recovery ratings on the existing senior
secured debt, including the proposed term loan D which is being
upsized to $1.4 billion from $1.0 billion, remain unchanged.

S&P expects that the proceeds from the food and support service
operator's proposed notes will be used primarily to repay balances
under its $500 million senior unsecured floating-rate notes due
2015 and ARAMARK Holdings Corp.'s $600 million senior notes due
2016.  The ratings are subject to change and assume the
transaction closes on substantially the terms presented to us.

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

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

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

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

New Ratings

ARAMARK Corp.
$1.0 billion senior unsecured notes due 2020  B-
  Recovery rating                              6


ARCAPITA BANK: Committee Wants Discovery on Portfolio Investments
-----------------------------------------------------------------
In connection with the Chapter 11 Plan for Arcapita Bank
B.S.C.(c), et al., the Official Committee of Unsecured Creditors
is seeking Bankruptcy Court authority to obtain discovery from the
Debtors regarding the corporate and control rights for their
portfolio investments.

Specifically, the Committee seeks information on the so-called Co-
Investors and SIP Investors who hold the economic and/or voting
interests in the Portfolio Investments alongside the Debtors to
understand who the stakeholders in the Portfolio Investments are
and what control risks the Debtors face.

According to papers filed with the Court, typically, each
operating business in Arcapita's portfolio is held through a
complex corporate holding structure, which features one or more
non-Debtor holding companies, established specifically for the
purpose of holding all of the interests in a given operating
business.  "Each Holdco is owned in turn by investment vehicles
that are themselves owned by Arcapita Group entities and certain
third-parties that purchased interests in the specific Portfolio
Investment through a syndication process conducted by the Arcapita
Group (the "Co-Investors").

"For U.S.-based Portfolio Investments, the Arcapita Group and Co-
Investors hold only non-voting interests while 100% of the voting
interests in the Portfolio Investments are concentrated in the
hands of participants in the Arcapita Group's "Strategic Investor
Program" (the "SIP Investors").

The Committee says it has not been provided any information
regarding the identity of the Co-Investors, the SIP Investors or
their holdings.

The Committee adds that while it has been given access to certain
information with respect to the Debtors' Portfolio Investments,
and the Debtors have recently changed course and committed to
provide the Committee with the additional information it requires
to understand the control rights in the corporate structures of
the Portfolio Investments, the Committee lacks key information to
understand what risks exist with respect to the Debtors' ability
to maintain control.

Arcapita Bank plans to wind down operations as part of a proposed
reorganization plan filed in its voluntary Chapter 11 bankruptcy
cases in the United States.  Specifically, the bank plans to put
$2.37 billion portfolio of investments in real estate, private
equity and venture capital, and infrastructure up for sale -- the
bulk of the assets in the United States.

A copy of the Motion is available at:

           http://bankrupt.com/misc/arcapita.doc843.pdf

                        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.


ASMAR INC: District Court Won't Reinstate Chapter 11 Case
---------------------------------------------------------
District Judge Avern Cohn for the Eastern District of Michigan
dismissed appeals taken by debtor Asmar Inc. from the bankruptcy
court's orders granting a lender relief from the automatic stay
and dismissing the debtor's case.  Asmar filed for Chapter 11
protection after foreclosure proceedings were initiated by Fifth
Third Bank, who held mortgages on three properties owned by Asmar.
Fifth Third filed a motion to lift the automatic stay and proceed
with the foreclosures. The bankruptcy court granted Fifth Third's
motion. Asmar did not request a stay of the order, and Fifth Third
went forward with the foreclosures.  Because Asmar's only tangible
assets were rents from the now foreclosed properties and because
Asmar has not been compliant with other obligations, the Trustee
filed a motion to dismiss.  The bankruptcy court granted the
Trustee's motion, noting in particular that Asmar did not have a
reasonable likelihood of proffering a confirmable plan.

Fifth Third filed motions to dismiss both appeals as moot.  Judge
Cohn agrees.

Asmar is a company that owned three parcels of commercial real
estate in the Detroit area.  Asmar leased the parcels to King
Dining, Inc., which operated Burger King restaurants at each
property.  Raad Asmar wholly owns both Asmar and King Dining, Inc.
Fifth Third Bank was Asmar's secured lender and held mortgages on
the properties.  After Asmar failed to make mortgage payments for
roughly eight months, Fifth Third commenced foreclosure
proceedings against all three locations in May 2012.

Asmar filed for Chapter 11 bankruptcy.  Asmar's only tangible
assets in the Chapter 11 case were rents derived from the three
parcels of property.  The three parcels were worth a combined
total of $426,000 and Asmar's debt to Fifth Third was in excess of
$2,639,000.

A copy of the Court's Feb. 20, 2013 Memorandum and Order is
available at http://is.gd/2nBeWDfrom Leagle.com.

Farmington Hills, Michigan-based Asmar Inc. filed a Chapter 11
bankruptcy petition (Bankr. E.D. Mich. Case No. 12-52639) on
May 21, 2012.  Judge Phillip J. Shefferly oversees the case.
Robert N. Bassel, Esq. -- bbassel@gmail.com -- served as the
Debtor's counsel.  In its petition, the Debtor estimated under
$1 million in assets, and between $1 million and $10 million in
debts.  A list of its six largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb12-52639.pdf

An affiliate, Northwestern Commercial Investments, LLC, filed a
Chapter 11 petition (Case No. 12-40026) on Jan. 3, 2012.


BANAH INTERNATIONAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Banah International Group, Inc.
        215 S.E. 10th Avenue
        Hialeah, FL 33010

Bankruptcy Case No.: 13-13954

Chapter 11 Petition Date: February 21, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Jeffrey P. Bast, Esq.
                  BAST AMRON LLP
                  1 SE 3 Ave #1440
                  Miami, FL 33131
                  Tel: (305) 379-7904
                  Fax: (305) 379-7905
                  E-mail: jbast@bastamron.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Alexander I. Perez, president.


BELO CORPORATION: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Rating (IDR)
and all outstanding ratings for Belo Corporation.  Fitch has
revised the Rating Outlook to Positive from Stable.

Metrics are well within Fitch's previously stated leverage
threshold of 4.0x, in a political year (5.0x in a non-political
year), and place the company at the higher end of the 'BB' ratings
category. The ratings and Outlook reflect the continued
improvement in Belo's credit profile, driven by the company's debt
reduction efforts (including the recent redemption of its $176
million 2013 maturity in November of 2012) as well as improvement
in operating profits. Fitch estimates total leverage of 2.8 times
(x) at Dec. 31, 2012, versus a peak of 6.0x in the downturn.

Rating Sensitivities:

-- Ratings may be upgraded over the next 12 to 24 months if the
    company continues to manage unadjusted gross leverage of less
    than 4.25x in a non-political year (recognizing that during
    political years, leverage would be closer to 3.25x). Continued
    demonstration of such a financial policy could warrant a one
    notch upgrade.

-- Ratings would be stabilized if the company were to adopt a
    more aggressive financial policy and use debt to fund
    materially large share buy backs or acquisitions that drove
    leverage above 4.25x in a non-political year.

-- Also Negative actions could occur if cyclical or secular
    pressure is expected to result in increased leverage outside
    of Fitch's parameters for current ratings.

In 2012, the company deployed its cash flows for the benefit of
both equity- and bond-holders; increasing dividend and paying a
special dividend for equity holders and redeeming early the 2013
$176 million senior unsecured note in November of 2012. The
company has meaningfully reduced absolute levels of debt over the
past five years. Fitch does not expect any more material
reductions in absolute debt levels. However, given expected
diversity of the ad revenue base and growth in retransmission
revenues over the medium term, debt reduction is not necessary to
consider a one notch upgrade of the ratings.

Belo maintains financial flexibility at current ratings for FCF
funded share repurchases and M&A. Given metrics below Fitch's
target, in a stable macroeconomic environment there is room for
some debt-funded buybacks, though, depending on the amount of debt
issued, this would likely remove any potential ratings upside.

Fitch expects a stable operating environment in 2013, with core
advertising revenue growth in the low single digits, supported by
auto advertising (the company's largest vertical). Political
advertising revenue was robust and totaled approximately $60
million in 2012. Although the ratings do not give a material
amount of credit to political revenue, given its temporary and
volatile nature, it does provide a strong free cash flow (FCF)
boost in even years. Fitch recognizes that the lack of material
political advertising in 2013 will result in total revenue to
decline in the low to mid-single digits.

Fitch expects Belo to continue to benefit from growth of high
margin retransmission revenue, which provides incremental
stability and visibility in the operating profile. The company
noted that between July 2013 and February 2014, the company has 6
multichannel video programming distributor (MVPD) contracts up for
renewal, covering 40% of Belo's subscribers. The company expects
increases in retransmission fees, and Fitch believes this is
achievable. Retransmission revenue reduces the overall risk in the
operating profile as it moves the local affiliate model more
towards the dual-revenue stream model of cable networks. However,
given the leverage that Fitch expects the broadcast networks to
retain over the local affiliates (particularly in an over the top
[OTT] world), Fitch expects this revenue will be partially offset
by increasing reverse compensation fees to the networks.

The ratings continue to be supported by Belo's strong local
presence in the top-50 U.S. markets, with either the No.1 or No. 2
station in most of its markets, driven by a track record of making
investments in its news infrastructure. Additionally, the company
benefits from a diverse array of top network affiliations
(excluding Arizona). These dynamics are expected to offer more
protection from secular pressures than lower rated stations or
weaker affiliations, and as such, Fitch would expect Belo to
compete effectively with print products, radio and other
broadcasters, for local ad dollars over the intermediate term.

Secular risks relate primarily to declining audiences amid
increasing entertainment alternatives, with further pressures from
the proliferation of OTT Internet-based television services.
However, it is Fitch's expectation that local broadcasters,
particularly the higher-rated stations, will continue to remain
relevant and capture material audiences that local, regional and
national spot advertisers will demand. Retransmission revenue
reduces the overall risk to the operating profile.

Fitch views Belo's current liquidity as adequate, with $9 million
of cash on hand and $179 million available under the $200 million
revolving credit facility. Fitch expects Belo to generate nearly
$20 to $30 million of FCF in 2013. Fitch expects a portion of this
cash could be used for acquisitions or share repurchases.

As of Dec. 31, 2012, there was $736 million face value of debt
outstanding, consisting of:

-- $21 million in revolver borrowings due 2016;
-- $275 million of guaranteed senior unsecured notes maturing
    November 2016;
-- $440 million of senior unsecured notes maturing 2027.

Fitch affirms Belo's ratings as follows:

-- Issuer Default Rating (IDR) at 'BB';
-- Guaranteed RCF at 'BB+';
-- Guaranteed senior unsecured notes at 'BB+';
-- Non-guaranteed senior unsecured notes/bonds at 'BB'.

The Outlook is revised to Positive from Stable.

The 'BB+' rating on the RCF reflects the senior guarantee from
substantially all of Belo's domestic subsidiaries, as well as the
absence of secured debt in the capital structure. Although the
guarantee on the senior unsecured 2016 notes is contractually
subordinated to the guarantee on the bank debt, Fitch equalizes
the ratings on the two obligations, given Belo's enterprise value
and the portion of total debt and leverage comprised by both
tranches of debt. The legacy notes are not guaranteed and are
neither notched up or down from the IDR, reflecting the
expectation for average recovery.


BERNARD L. MADOFF: No Cash for Feeder Fund Investors
----------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that investors in
so-called feeder funds that funneled money to Bernard Madoff's
Ponzi scheme are not entitled to cash set aside for Madoff's
victims, the Second Circuit said Friday.

The report related that though their money went to Madoff's
Bernard L. Madoff Investment Securities LLC in the end, feeder
fund investors are not his "customers" under the law, a panel of
judges said in a written decision.

"The record shows that they had no direct financial relationship
with BLMIS," the panel said, according to the report.  The ruling
affirms two lower court decisions, the report added.

                      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.)


BIG M: Hires PrincewaterhouseCoopers as Financial Advisor
---------------------------------------------------------
Big M, Inc. asks the U.S. Bankruptcy Court for the District of New
Jersey for permission to employ PricewaterhouseCoopers LLP as
financial advisor, nunc pro tunc to the Petition Date.

PwC was engaged by the Debtor in January 2013 in connection with
its financial advisory and restructuring services and has since
assisted the Debtor in evaluating its restructuring alternatives.

The firm will provide various services, including:

  a. advising and assisting in developing a teaser and a
     management presentation describing the Debtor and the
     opportunities that the company may provide to prospective
     acquirers;

  b. assisting with the development of a potential buyers lists;
     and

  c. assisting with the preparation for and coordination of due
     diligence visits by potential buyers;

  d. assisting the Debtor in its evaluation of indications of
     interest and negotiations of asset purchase agreements,
     stalking horse bids, and bidding procedures.

The Debtor proposes to pay PwC on a monthly basis plus
reimbursement of actual and necessary expenses.

In addition, the Debtor agrees to pay PwC a cash fee promptly upon
consummation of the closing of a transaction, of equal to the
greater of 2.5% of the aggregate consideration paid or $75,000.
Fees for prepetition services ($25,000) and monthly advisory fees
will be credited against the additional fees.

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

                            About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor estimated up to $100 million in both assets and
liabilities.


BIG M: Proposes Lowenstein Sandler as Bankruptcy Counsel
--------------------------------------------------------
Big M, Inc. filed papers in Bankruptcy Court seeking permission to
employ Lowenstein Sandler LLP as counsel, effective as of the
Petition Date.

The firm will be compensated at its ordinary billing rates.  Prior
to the petition date, the Debtor paid the firm a $250,000
retainer.

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

                            About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor estimated up to $100 million in both assets and
liabilities.


BIG M: Hires GRL Capital's Langberg as Chief Restructuring Officer
------------------------------------------------------------------
Big M, Inc. disclosed in Court papers GRL Capital Advisors LLC has
been tapped to provide the Debtor with a chief restructuring
officer and certain temporary staff.  Specifically, the firm will
designate Glenn R. Langberg as CRO.

The firm has already performed prepetition work on the Debtor's
behalf.  The Debtor said the firm, as a result, has acquired
significant knowledge of the Debtor and its businesses, financial
affairs, debt structure, operations and related matters.

As members of the Debtor's senior management, Mr. Langberg, with
the assistance of the temporary Staff, will provide the senior
management services that GRL and the Debtor deem appropriate and
feasible in order to assist the Debtor during the Chapter 11 case.

Specifically, the CRO will assist the Company in:

   (a) developing strategies to improve cash flow, enhance
       profitability and to reduce expenses;

   (b) identifying and implementing both short-term and long-term
       liquidity generating initiatives, including forecasting and
       reporting cash flow performance;

   (c) negotiating and implementing financing, including debtor-
       in-possession financing;

   (d) amending or terminating leases and contracts; and

   (e) negotiating with lenders and other creditors in furtherance
       of a restructuring and reorganization.

GRL will receive a flat monthly fee of $74,350.  The fee is in
addition to the salaried amounts paid by the Company directly to
certain of the temporary staff:

     Professional                     Annual Salary
     ------------                     -------------
     Glenn R. Langberg, CRO                      $0
     Joe Catalano, Asst. CRO               $112,500
     Bill Drozdowski, EVP Finance          $155,000
     Larry Berrill, EVP IT                  $85,000

Other than with respect to Mr. Langberg's prepetition role as CRO,
GRL said it is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                            About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor estimated up to $100 million in both assets and
liabilities.


BLOCKBUSTER INC: Feagin Lawsuit Remains Stayed
----------------------------------------------
In the case, MO'NIQUE FEAGIN, Plaintiff, v. BLOCKBUSTER INC.,
Defendant, No. 3:09-cv-532-RJC (W.D.N.C.), Chief District Judge
Robert J. Conrad, Jr., in Charlotte, North Carolina, directed the
parties to inform the Court upon the conclusion of the bankruptcy
proceedings.  Until then, parties are to avoid filings with the
exception of reports informing the court of the status of the
bankruptcy proceedings.

The Plaintiff filed her Complaint on Nov. 13, 2009 and the
Defendant removed the suit to the District Court on Dec. 17, 2009.
On Sept. 23, 2010, the Defendant filed Notice of Bankruptcy.  On
Sept. 20, 2012, the parties filed a Status Report in which they
reported "no substantive change in the status of the bankruptcy
proceedings relative to the instant litigation."

A copy of the Court's Feb. 20, 2013 Order is available at
http://is.gd/Ru7mzbfrom Leagle.com.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


In June 2012, the Bankruptcy Court denied a request by the U.S.
Trustee to convert the case to Chapter 7.

As a result of the asset sale, the Debtors have no further
business operations nor assets to liquidate.  At this time, the
Debtors are focused on the efficient and expeditious wind down of
their chapter 11 estates.

BB Liquidating has lost its exclusivity right to present a Chapter
11 plan.  The Debtors' exclusive plan filing period was last
extended through Aug. 19, 2011.  At this point, any interested
party can file a plan, but so far none has been filed.


BLUEJAY PROPERTIES: Court Approves TICC Property as Asset Manager
-----------------------------------------------------------------
Bluejay Properties, Inc., sought and obtained U.S. Bankruptcy
Court approval to employ TICC Property Management, LLC, to provide
asset management services.

The firm will, among other things:

   a. supervise property manager Rental Management Solutions and
      execution of the property business plan;

   b. manage the negotiation and resolution of any disputes with
      the Property Manager; and

   c. locate, identify and negotiate with prospective third party
      purchasers for the sale of all or any portion of the
      Property and assistance to owner in closing the transaction.

Compensation would include an asset management fee equal to 1.5%
annualized of "Gross Rentals" as is industry standard practice and
part of the seamless compensation package in the Property
Management Agreement.  In addition, the Debtor proposes TICC
should be entitled to earn a selling or financing commission equal
to 2% of the gross sales price of the Property or amount of the
gross loan proceed at the close of escrow if the Property is sold
or refinanced.  From the selling or financing commission TICC will
be obligated to pay any commission due and payable to any real
estate or mortgage brokerage firm due on the sale or refinance of
the Bankruptcy Estate.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BON-TON STORES: Paradigm No Longer Owns Shares as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Paradigm Capital Management, Inc. disclosed
that, as of Dec. 31, 2012, it does not beneficially own shares of
common stock of The Bon-Ton Stores, Inc.  A copy of the filing is
available for free at http://is.gd/gnTlWL

                       About Bon-Ton Stores

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

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

                           *     *     *

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

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


BRAFFITS CREEK: Wants Case Dismissed Due to Lack of Funding
-----------------------------------------------------------
Braffits Creek Estates LLC is seeking dismissal of its Chapter 11
case.

A continued hearing on the motion is set for March 5, 2013, at
10:00 a.m. at BAM-Courtroom 3, Foley Federal Bldg.

The Debtor said in an amended motion to dismiss the case that its
only assets consist primarily of partially developed real property
in Iron County, Utah.  The Debtor was hopeful it could get the
funds needed to continue with the project but there are no funds
available to facilitate the reorganization.

The Debtor says it is unlikely to create a confirmable plan of
reorganization.  If the Debtor were to continue, it would cause
continued diminution of the estate.

The Debtor notes that the major creditor in the case is the deed
of trust holders, Kennedy Funding, Inc. and Gregg Wood and the
county for real property taxes, Iron County, Utah.  The Debtor
said there is no property of the estate that is not encumbered by
creditor claims.  It also said there will be no payments on the
unsecured creditors and dismissal is in the best interest of the
creditors.

Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr.
D. Nev. Case No. 12-19780) on Aug. 23, 2012.  Bankruptcy Judge
Bruce A. Markell presides over the case.  David J. Winterton, &
Assoc., Ltd., represents the Debtor's restructuring effort.  The
Debtor disclosed $25,003,800 in assets and $33,959,140 in
liabilities as of the Chapter 11 filing.


BRINK'S COMPANY: Moody's Holds Ba1 Rating on Peninsula Ports Bond
-----------------------------------------------------------------
Moody's Investors Service affirmed existing ratings of The Brink's
Company ($480 million unsecured revolving credit facility at Baa3
and the Peninsula Ports Authority of Virginia's $43.16 million
Coal Terminal Refunding Bonds at Ba1) but revised the rating
outlook to negative from stable. The action considers the
prospective impact on credit metrics flowing from lower operating
margins expected over the course of the coming year compared to
prior expectations of gradual improvement.

Ratings Rationale:

In early February The Brink's Company provided updated guidance
for 2013 which included non-GAAP segment margins of 6.0%-6.5%
compared to the 7% level reported for 2012, a step back from its
longer-term goal of 10%. Although the company anticipates revenue
gains in 2013, segment operating profits will likely be flat-to-
down which contrasts with Moody's earlier expectations of steady
increases. While Brink's achieved higher margins in its North
American segment last year, those remained relatively low as it
contended with margin pressure when contracts came-up for renewal
in its core cash-in-transit business despite positive traction on
its cost structure in the region. It also exited certain under-
performing offshore units but weaker macro-economic conditions as
well as currency translation headwinds in international markets,
where close to 75% of its top-line is realized, offset progress in
other businesses. Longer-term, the company's continued actions to
improve productivity and build its presence in adjacent markets
may ultimately restore and elevate its profitability. But its debt
protection metrics, already weak for the rating category, will
persist at those levels for a longer period than prior
assumptions. Lower ratings may result unless the company resumes a
path toward stronger profitability and reduced leverage.

Brink's continues with legacy liabilities of pensions and other
post-retirement benefits, mostly related to prior coal operations.
While those are not directly tied to its ongoing security-related
services, the company remains contractually liable for those
obligations. Inclusive of adjustments for pensions and operating
leases, Moody's would gauge Brink's debt/EBITDA to exceed 3 times
and its EBIT/interest coverage to be at or under 3 times at year-
end 2012, both thresholds previously cited on what could exert
downward pressure on the ratings.

The Baa3 rating on the company's revolving credit facility
reflects Brink's market leadership across a number of security
related services which have been consistently profitable and,
historically, free cash flow generative. The rating recognizes a
globally diversified footprint with ongoing growth prospects
linked to GDP trends, still moderate leverage, and an adequate
liquidity profile. As a service company, margins are comparatively
thin and have been under pressure in developed economies but have
been stronger in emerging markets where Brink's earns an
increasing proportion of its profits. Factors affecting volumes
and profitability include retail expenditures, diamond and jewelry
shipments, structural cost issues and a challenging banking
industry environment which inhibits efforts to increase pricing.
With over 75% of revenue and a higher percentage of segment
profitability generated offshore and denominated in local
currencies, translation into US dollars significantly impacts
reported results.

Management's focus in certain mature markets is on cost structure,
quality differentiation and new services (e.g. CompuSafe).
Expansion plans include adjacent markets (transaction and payment
services) to maintain and build the business. Strategically,
capital will be deployed to sustain and improve productivity in
its business in developed markets and Moody's expects it will be
allocated towards emerging markets and to initiatives designed to
widen or deepen its presence in adjacencies. The company's
business model involves meaningful capital requirements, some of
which have been financed through operating and capital leases.
Consequently, Moody's adjusted metrics indicate higher leverage
and lower interest coverage than "as reported" numbers.

The negative outlook considers the impact on margins and resultant
coverage and leverage ratios flowing from lowered expectations of
operating results.

An inability to restore operating margins to higher levels, a
deterioration in free cash flow generation, meaningful debt-
financed acquisitions, material developments in structural
subordination through elevated local currency borrowings, and/or
share repurchases funded by debt could lead to lower ratings.
Quantitatively, adjusted debt/EBITDA above 3 times for extended
periods, EBIT margins sustained at 6% or lower, and EBIT/interest
less than 3 times would be considered representative of lower
rating categories. While a stable or positive outlook are not
considered likely at this point, sustained improvement in
financial performance through consistent growth in margins,
earnings and material free cash flow generation, resulting in
consolidated debt/EBITDA below 2.5 times, EBIT/interest above 4.5
times, and free cash flow-to-debt exceeding 15% could have
positive rating implications.

Ratings affirmed:

$480 million unsecured revolving credit, Baa3

$43.16 million Peninsula Ports Authority of Virginia/Coal Terminal
Refunding Bonds, Ba1

The last rating action was on November 18, 2011 at which time a
Baa3 rating was assigned to the company's unsecured revolving
credit facility and a stable outlook was put in place.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010.

The Brink's Company provides security-related services with
operations in 50 countries. The company offers cash-in-transit
services, secure transportation of valuables, other cash
management services and related logistics. Revenues in 2012 were
approximately $3.8 billion.


BUNN-BRANTLEY ENTERPRISES: Case Summary & 17 Unsecured Creditors
----------------------------------------------------------------
Debtor: Bunn-Brantley Enterprises, LLC
          fdba Wimberley Investments, Co. LLC
               BFP Development Co., LLC
               Brantley Family Partnership, LLC
               Bunn-Brantley Enterprises, Inc.
        389 Instrument Drive
        Rocky Mount, NC 27804

Bankruptcy Case No.: 13-01151

Chapter 11 Petition Date: February 22, 2013

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Amy M. Currin, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

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

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

A copy of the Company's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nceb13-01151.pdf

The petition was signed by William B. Brantley,
secretary/treasurer.


CENTRAL EUROPEAN: Launches Exchange Offers to Sr. Note Holders
--------------------------------------------------------------
Central European Distribution Corporation on Feb. 25 disclosed
that the Company and its subsidiary CEDC Finance Corporation
International, Inc. have launched exchange offers to holders of
their outstanding Convertible Senior Notes due 2013 and Senior
Secured Notes due 2016.  The exchange offers are part of a
financial restructuring that contemplates a reduction of senior
note debt by more than $750 million.

The exchange offers were prompted in part by the impending March
15, 2013 maturity of the Convertible Senior Notes.  Moreover, the
Company believes that a successful restructuring of both the
Convertible Senior Notes and the Senior Secured Notes will improve
its financial strength and flexibility and enable it to focus on
maximizing the value of its strong brands and market position.
The Company is engaged in ongoing and constructive discussions
with representatives of its major stakeholders about the terms of
the exchange offers.

Separately, the Company has been informed that a committee of
holders of the 2016 Senior Secured Notes and Roust Trading Ltd.
(RTL), a major CEDC investor, have proposed an alternative to the
Company's exchange offers.  The alternative proposal has not been
formally presented to the CEDC Board of Directors, and the Board
therefore has taken no position on it.  However, the terms of the
alternative proposal are summarized in the same Offering
Memorandum that the Company is providing to Note holders to
describe the Company's exchange offers.

Under the Company's exchange offers, which expire at 11:59 PM, New
York City Time, on March 22, 2013:

-- Holders of the outstanding 3% Convertible Senior Notes Due 2013
issued by CEDC will receive in exchange for each $1,000 principal
amount of their notes 8.86 new shares of CEDC common stock.

-- Holders of the outstanding 9.125% Senior Secured Notes due 2016
issued by CEDC Finance Corporation International, Inc. will
receive in exchange for each $1,000 principal amount of their
notes 16.52 new shares of CEDC common stock and $508.21 principal
amount of 6.5% Senior Secured Notes due 2020.

-- Holders of the outstanding 8.875% Senior Secured Notes due 2016
issued by CEDC Finance Corporation International, Inc. will
receive in exchange for each EUR1,000 principal amount of their
notes 22.18 new shares of CEDC common stock and $682.37 principal
amount of 6.5% Senior Secured Notes due 2020.

Holders of both the Dollar and Euro classes of Senior Secured
Notes are being solicited, subject to the same deadline, to
approve certain amendments to the indenture governing their Notes,
and holders of both the Convertible Senior Notes and the Senior
Secured Notes are being solicited, again subject to the same
deadline, to approve a back-up Chapter 11 Plan of Reorganization.

Assuming 100% participation in the exchange offers, holders of the
Senior Secured Notes collectively would receive 65% of the common
stock in CEDC.  The Senior Secured Notes, with a current
outstanding principal balance of approximately $957 million
(assuming an exchange rate of $1.3427 to EUR1.00), would be
replaced with $500 million aggregate principal amount of new 6.5%
Senior Secured Notes due 2020 referred to above.  Holders of the
Convertible Senior Notes, with a current outstanding principal
balance of approximately $258 million, and RTL, which is owed $20
million in unsecured notes, together would share pro rata in 10%
of CEDC's common stock.  A separate $50 million secured credit
facility provided by RTL would be converted into 20% of CEDC's
common stock.

CEDC's recent business performance has been positive, and the
Company is optimistic about future results.  However, current
enterprise value is insufficient to cover the debt and hence
distributions to creditors will not be enough to pay them in full.
CEDC nevertheless has structured a proposal that affords an
opportunity for its shareholders to participate in the upside of
the Company's turnaround.  Accordingly, existing shareholders are
being offered a 5% stake in the reorganized Company.

The final direction of the restructuring will be based on the
outcome of the solicitation process.  If sufficient Notes are
tendered in the exchange and shareholders approve the plan, CEDC
will consummate the exchange offers.  Alternatively, the Company
may choose to effectuate the restructuring through a fall-back,
pre-packaged Plan of Reorganization through a filing in the U.S.
Bankruptcy Court for the District of Delaware.  Absent requisite
support for the Plan, the Company may be forced to explore other
immediate alternatives.

If the Company decides to make a bankruptcy filing to effectuate
its Plan of Reorganization, it is not expected to affect CEDC's
operations in Poland, Hungary, Russia or Ukraine.  The Company
will have sufficient cash and resources on hand to ensure that its
business will continue as usual and all obligations to employees,
vendors, and providers of credit support lines in Poland, Hungary,
Russia and Ukraine will be honored in the ordinary course of
business.

The exchange offers are subject to the satisfaction or waiver of
certain conditions set forth in the Offering Memorandum, dated
February 25, 2013, including but not limited to a minimum tender
condition.  Subject to applicable law, CEDC may amend, extend or
waive conditions to, or terminate, the exchange offers.  Full
details of the terms and conditions of the exchange offers are
described in the Offering Memorandum and the Letter of Transmittal
for each of the Convertible Notes and the Senior Secured Notes,
which are being sent to the respective holders of such Notes.  As
mentioned above, the Offering Memorandum also contains a summary
of key terms of the alternative proposal being put forward by the
committee of 2016 Senior Secured Notes holders and RTL.

CEDC on Feb. 25 filed a Tender Offer Statement on Schedule TO,
together with the Offering Memorandum and related Letters of
Transmittal that are exhibits to the Tender Offer Statement on
Schedule TO, with the Securities and Exchange Commission.  Each
such document, as well as any amendments, supplements or
additional exhibits thereto, are available, free of charge, from
the SEC's Web site at http://www.sec.gov

Note holders are encouraged to read these documents, as they
contain important information regarding the tender offer.

Requests for the Offering Memorandum and other documents relating
to the Exchange Offers may be directed to Garden City Group, the
information and exchange agent for the exchange offers, at (800)
878-1684 (toll-free North America) or (614) 763-6110 (direct-dial
toll international).

                            About CEDC

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

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

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

                             Liquidity

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

                           *     *     *

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

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

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

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


CHINA PRECISION: Incurs $10.9 Million Net Loss in Dec. 31 Qtr.
--------------------------------------------------------------
China Precision Steel, Inc., reported a net loss of $10.88 million
on $8.16 million of sales revenues for the three months ended
Dec. 31, 2012, as compared with a net loss of $3.53 million on
$33.66 million of sales revenues for the same period during the
prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $15.10 million on $14.12 million of sales revenues, as
compared with a net loss of $4.61 million on $75.82 million of
sales revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $173.72
million in total assets, $67.76 million in total liabilities, all
current, and $105.95 million in total stockholders' equity.

"During the quarter, we continued to focus on our strategy to
reduce production of negative margin products including many of
our low carbon steel products which resulted in a decline of
revenue period-over-period.  However, compared with the immediate
preceding quarter ended September 30, 2012, our revenue increased
37.1% as selling prices showed signs of stabilizing during the
quarter and our sales volume increased 38.1%," commented Mr. Hai
Sheng Chen, CEO of China Precision Steel.  "While we continue to
remain cautious about the near-term as the Chinese steel industry
works through its overcapacity, we believe that the Chinese
economy and steel industry will continue to gradually improve
throughout the calendar year 2013 as the new government implements
its policies for economic growth."

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

                       http://is.gd/ouQlNm

                       About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high carbon
hot-rolled steel strips.  China Precision Steel's high precision,
ultra-thin, high strength (7.5 mm to 0.05 mm) cold-rolled steel
products are mainly used in the production of automotive
components, food packaging materials, saw blades and textile
needles.  The Company primarily sells to manufacturers in the
People's Republic of China as well as overseas markets such as
Nigeria, Thailand, Indonesia and the Philippines. China Precision
Steel was incorporated in 2002 and is headquartered in Sheung Wan,
Hong Kong.

China Precision reported a net loss of $16.94 million for the year
ended June 30, 2012, compared with net income of $256,950 during
the prior fiscal year.

Moore Stephens, in Hong Kong, issued a "going concern"
qualification on the consolidated financial statement for the year
ended June 30, 2012.  The independent auditors noted that the
Company has suffered a very significant loss in the year ended
June 30, 2012, and defaulted on interest and principal repayments
of bank borrowings that raise substantial doubt about its ability
to continue as a going concern.


CIRCLE FAMILY: Shutters Behavioral Health Center in Humboldt Park
-----------------------------------------------------------------
Ellyn Fortino, writing for austintalks.org, reports that Circle
Family Healthcare Network officially shut down its Humboldt Park's
behavioral health center, 1633 N. Hamlin Ave., following its
bankruptcy filing.

"We just couldn't continue to provide services because of the slow
state payments," said Circle CEO Andre Hines, according to the
report.

Circle Family Healthcare Network, fka Circle Family Care, Inc., an
Illinois Not-for-profit Corporation, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 13-04747) on Feb. 8, 2013,
listing $782,608 in assets and $3,054,004 in liabilities.  Judge
A. Benjamin Goldgar oversees the case.  Robert R. Benjamin, Esq.,
at Golan & Christie, LLP, serves as the Debtor's counsel.

The petition was signed by Andre L. Hines, executive director.

Ms. Fortino reports that Circle Family is a faith-based community
health center that's operated on the West Side for 36 years.
According to Ms. Fortino, Ms. Hines said the financial
reorganization would allow the non-profit to continue to provide
services to Austin and other West Side residents.  Circle provides
medical, behavioral health and human services in Austin, Humboldt
Park, East and West Garfield Park, and North Lawndale.  It saw
about 12,000 patients with about 71,000 office visits last year,
Ms. Hines said.

According to Ms. Fortino, Ms. Hines said the non-profit has been
burdened with "a lot of debt for a long time" coupled with slow
state payments and reduced grant funding for behavioral health
services.


CLAIRE'S STORES: Expects $493 Million Net Sales for 4th Quarter
---------------------------------------------------------------
Claire's Stores, Inc., expects to report net sales of $493 million
for the 2012 fourth quarter, an increase of $58 million, or 13.4%,
compared to the 2011 fourth quarter.  Fiscal 2012 fourth quarter
included 14 weeks of operations compared to fiscal 2011 fourth
quarter which included 13 weeks.  The increase was attributable to
the additional week of net sales, an increase in same store sales,
new store sales, increases in shipments to franchisees, and
foreign currency translation effect of our non-U.S. sales,
partially offset by the effect of store closures.

Consolidated same store sales increased 5.4% for the 13 weeks
ended Jan. 26, 2013, compared to the 13 weeks ended Jan. 28, 2012,
with North America same store sales increasing 5.9%, and Europe
same store sales increasing 4.4%.

Adjusted EBITDA for the 14 weeks ended Feb. 2, 2013, is expected
to be between $128 million and $130 million, compared to $102.7
million in the 2011 fourth quarter which consisted of 13 weeks.

The Company expects to report net sales of $1.55 billion for
fiscal 2012, an increase of $61 million, or 4.1%, compared to
fiscal 2011.  Fiscal 2012 included 53 weeks of operations compared
to fiscal 2011 which included 52 weeks.  Net sales for the
additional week of operations were $24 million. Excluding the
extra week of net sales in fiscal 2012, net sales would have
increased 2.5%.  Consolidated same store sales increased 1.8% for
the 52 weeks ended Jan. 26, 2013, compared to the 52 weeks ended
Jan. 28, 2012, with North America same store sales increasing 1.9%
and Europe same store sales increasing 1.7%.

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

                        http://is.gd/e0Zr7D

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


CLEAR CHANNEL: Fitch Rates $575MM Priority Guarantee Note 'CCC'
---------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR4' rating to Clear Channel
Communications, Inc. $575 million senior secured priority
guarantee note (PGN) due 2021. The notes will rank pari passu with
the existing secured credit facilities and the existing secured
PGN. Fitch currently has a 'CCC' Issuer Default Rating (IDR) on
Clear Channel.

Proceeds of the issuance, along with proceeds from borrowings
under Clear Channel's receivable credit facility and cash on hand,
will be used to repay the $847 million outstanding under the term
loan A due in 2014. Fitch views the transaction favorably as a
meaningful portion of the company's 2014 maturities are extended
(remaining 2014 maturities are Clear Channel's $461 million of
legacy notes). One negative of the transaction is the higher
coupon on the new PGNs relative to the term loan, increasing
annual interest expense by approximately $40 million.

The bank debt and PGNs are secured by the capital stock of Clear
Channel, Clear Channel's non-broadcasting assets (non-principal
property), and a second priority lien on the broadcasting
receivables that securitize the ABL facility.

The bank debt and secured notes are guaranteed on a senior basis
by Clear Channel Capital I, Inc. (holding company of Clear
Channel), and by Clear Channel's wholly owned domestic
subsidiaries. There is no guarantee from CCOH or its subsidiaries.
The leveraged buyout (LBO) notes benefit from a guarantee from the
same entities, although it is contractually subordinated to the
secured debt guarantees. The legacy notes are not guaranteed.

Clear Channel's Recovery Ratings reflect Fitch's expectation that
the enterprise value of the company will be maximized in a
restructuring scenario (going concern), rather than a liquidation.
Fitch employs a 6x distressed enterprise value multiple reflecting
the value of the company's radio broadcasting licenses in top U.S.
markets. Fitch applies a 20% discount to Radio EBITDA. Fitch
assumes that Clear Channel has maximized the debt-funded dividends
from CCOH and used the proceeds to repay bank debt. Additionally,
Fitch assumes that Clear Channel would receive 89% of the value of
a sale of CCOH after the CCOH creditors had been repaid. Fitch
estimates the adjusted distressed enterprise valuation in
restructuring to be approximately $7 billion.

The 'CCC' rating for the bank debt and secured notes reflects
Fitch's belief that although the current recovery expectations are
near the bottom of the 'RR3' (51%-70%) range, an 'RR4' (31%-50%)
rating is appropriate given the complexity and uncertainty of the
situation, and the proportion of secured debt in the capital
structure. Fitch expects no recovery for the senior unsecured
legacy notes and LBO notes due to their position below the banks
in the capital structure, and they are assigned 'RR6'. However,
Fitch rates the LBO notes 'CC' and the legacy notes 'C', given the
formers' receipt of a subordinated guarantee and the latters' lack
thereof.

CCOH's Recovery Ratings also reflect Fitch's expectation that
enterprise value would be maximized as a going concern. Fitch
stresses outdoor EBITDA by 15%, to approximately the level where
the company could not cover its fixed charges, and applies a 7x
valuation multiple. Fitch estimates the enterprise value would be
$3.9 billion. This indicates 100% recovery for the unsecured
notes. However, Fitch notches the debt up only two notches from
the IDR given the unsecured nature of the debt. In Fitch's
analysis, the subordinated notes recover 36%, indicating 'RR4' and
no notching from the IDR. There is little flexibility within the
'RR3' rating category in Fitch's view, and incremental debt could
result in a downgrade of these notes.

At Dec. 31, 2012, Clear Channel had $663 million of cash,
excluding $562 million of cash held at CCOH. There is $729 million
of CCOH funds swept to Clear Channel for cash management purposes.
Clear Channel can access these funds and use them at its
discretion, although they are due to CCOH on demand.

Backup liquidity consists of an undrawn ABL facility maturing
December 2017, subject to springing maturities. The ABL facility
maturity date would be October 2015 if more than $500.0 million is
outstanding under the term loan credit facilities; May 2016 if
more than $500.0 million in aggregate is outstanding under the
10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior
toggle notes due 2016; and in the event that any of the afore
mentioned debt is amended or refinanced to a maturity date that is
before December 2017 and an aggregate amount of $500 million is
outstanding, the maturity of the ABL facility will be one day
prior to the maturity date of such debt. The ABL facility is
subject to an undisclosed borrowing base; $321 million outstanding
at first quarter 2011, the last reported date before the facility
was repaid.

FCF is limited and will decrease to approximately $100 million
given higher interest expense. Substantially all FCF comes from
CCOH.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2016
(approximately $10 billion); the considerable and growing interest
burden that pressures FCF; 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.

Fitch estimates that total leverage was 11.4x at Dec. 31, 2012,
with secured leverage of 7.1x. Fitch does not expect a material
amount of total debt reduction over the next several years, given
minimal consolidated FCF. Instead, Fitch expects the company to
continue to focus on chipping away at its term loans via issuance
at Clear Channel and CCOH.

Pro forma for the new PGN issuance consolidated debt is $21.1
billion. Debt held at Clear Channel was $16.2 billion and
consisted primarily of:

-- $8.2 billion secured term loans (B and C) maturing
    January 2016;
-- $4.3 billion secured PGNs, maturing 2019-2021;
-- $272 million ABL facility;
-- $796 million senior unsecured 10.75% cash pay notes, maturing
    August 2016;
-- $830 million senior unsecured 11%/11.75% PIK toggle notes,
    maturing August 2016;
-- $1.75 billion senior unsecured legacy notes, with maturities
    of 2014-2027.

Sensitivities:

Positive: Positive rating actions could result from a material
reduction in secured leverage, as well as agreements with the term
loan holders to extend a substantially larger portion of its term
loan maturities long enough that Fitch believes the company will
be better able to address them via a combination of cash payments,
public debt, and refinancing of bank loans.

Negative: A downgrade could result from prolonged consolidated
cash burn, which would reduce Clear Channel's ability to fund
near-term maturities. Additionally, cyclical or secular pressures
on operating results that further weaken credit metrics, reducing
the potential for refinancing/extension, could result in negative
rating pressure. Lastly, indications that a DDE is probable in the
near term would also drive a downgrade.

Fitch currently rates Clear Channel and its subsidiary as follows:

Clear Channel
-- Long-term IDR 'CCC';
-- Senior secured term loans and senior secured revolving credit
    facility (RCF) 'CCC/RR4';
-- Senior secured priority guarantee notes 'CCC/RR4';
-- Senior unsecured LBO notes 'CC/RR6';
-- Senior unsecured legacy notes 'C/RR6'.

Clear Channel Worldwide Holdings, Inc.
-- Long-term IDR at 'B';
-- Senior unsecured notes 'BB-/RR2';
-- Senior subordinated notes 'B/RR4'.

The Rating Outlook is Stable.


CLEAR CHANNEL: Bank Debt Trades at 14% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 86.30 cents-on-the-dollar during the week ended Friday, Feb.
22, 2013, an increase of 0.25 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
365 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Jan. 30, 2016, and carries Moody's 'Caa1'
rating and Standard & Poor's 'CCC+' rating.  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 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.

For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $182.65 million on
$2.96 billion of revenue.  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.

                           *     *     *

As reported in the TCR on Oct. 17, 2012, Fitch Ratings has
affirmed the 'CCC' Issuer Default Rating (IDR) of Clear Channel
Communications, Inc.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2016; the
considerable and growing interest burden that pressures FCF;
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.




CLEVELAND ELECTRIC: Fitch Affirms 'BB+' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has lowered the long-term Issuer Default Ratings
(IDR) of American Transmission Systems Inc. and Trans-Allegheny
Interstate Line Co. to 'BBB' from 'BBB+' and short-term IDRs to
'F3' from 'F2'.

Fitch has also affirmed the ratings of Jersey Central Power &
Light and revised its Rating Outlook to Negative from Stable.

In addition, Fitch has affirmed the ratings of: Ohio Edison Co.;
Pennsylvania Power Co.; Toledo Edison Co.; Cleveland Electric
Illuminating Co.; Metropolitan Edison; Pennsylvania Electric Co.;
West Penn Power Co., Jersey Central Power & Light Co.; Potomac
Edison; and Monongahela Power Co.

The Rating Outlook is Stable for all the aforementioned utilities,
except JCP&L. Approximately $10 billion of debt is affected by the
rating action.

KEY RATING DRIVERS

-- Functional and financial ties with parent, FE;
-- JCP&L's pending general rate case (GRC);
-- Low risk regulated T&D operations, with no commodity exposure;
-- Electric security plan (ESP) in place for Ohio utilities (OE,
    TE, CEI) through May 2016;
-- Reasonably balanced regulatory environments in Pennsylvania
    and Ohio;
-- Below average, albeit improving, regulatory environments in
    Maryland and West Virginia.

Concurrently, Fitch has taken several rating actions impacting the
ratings of FE and its unregulated power supply subsidiaries.
Please refer to Fitch's press release titled 'Fitch Lowers FE &
FES's Ratings to 'BBB-'; Supply and AGC Affirmed; Outlook Stable.'
ATSI and TrAIL are subsidiaries of FirstEnergy Transmission, LLC
and ultimately owned by FirstEnergy Corporation (FE; IDR 'BBB-',
Outlook Stable by Fitch)

ATSI/TrAIL

The lower ratings and Stable Rating Outlooks at ATSI and TrAIL
reflect Fitch's parent/subsidiary rating linkage criteria and
their operations within and ties to the FE corporate family. The
companies are linked to FE through centralized management,
strategic planning and treasury functions. Fitch, today, lowered
the IDR of FE to 'BBB-' from 'BBB' triggering the ratings
downgrades at ATSI and TrAIL.

ATSI and TrAIL benefit from constructive FERC regulation,
relatively predictable operating earnings and cash flows and solid
credit metrics.

Negative Outlook for JCP&L

The Negative Rating Outlook for JCP&L reflects rising leverage and
significant deterioration in the utility's credit metrics.

GRC

JCP&L was ordered in July 2012 by the New Jersey Board of Public
Utilities (BPU) to file a base rate case to ensure that JCP&L's
rates are just and reasonable.

The company is seeking a $31 million rate increase in its pending
general rate case (GRC) excluding Hurricane Sandy related storm
damage costs.

Storm Damage Costs

JCP&L is expected to update its filing to seek recovery of storm
related costs associated with Hurricane Sandy in the near future.
Total costs to FE from Sandy were $900 million of which $680
million impacted JCP&L's service territory. A final order in
JCP&L's GRC is expected in the fourth quarter of 2013 (4Q'13).

Fitch projections assume storm damage costs will be recovered in
rates. Disallowance of such costs and/or a significant rate
reduction would likely reduce credit quality and result in future
credit rating downgrades.

FE Utility Operations

FE's electric utility subsidiaries are primarily distribution
operating companies serving significant portions of Ohio,
Pennsylvania, New Jersey, Maryland and West Virginia. The
utilities benefit from generally balanced regulatory
jurisdictions, relatively low risk business profiles and credit
metrics that are generally consistent with the rating categories.
Ohio, Pennsylvania and New Jersey account for more than 85% of
FE's total estimated 2012 electric distribution deliveries.

Liquidity

FE's electric utility subsidiaries participate in a corporate
money pool and have sub-limits that allow them to borrow under the
parent company's $2 billion credit facility. In addition, ATSI and
TrAIL participate as borrowers under a $1 billion committed bank
facility. As of Sept. 30, 2012, FE's utility's and transmission
subsidiaries had $1.4 billion of borrowing capacity available
under the two revolving credit facilities.

Fitch expects management to invest significant capital in its
distribution and transmission businesses over the next several
years to enhance service quality and reliability.

Ohio Restructuring

The transition to competition in Ohio has been a slowly evolving,
sometimes controversial process. FirstEnergy moved early to
separate its generation from regulatory oversight. As a result,
its distribution utilities in the state, OE, CEI and TE, have a
less volatile business mix compared to other utilities in the
state that are in the process of restructuring their generation
assets.

ESPs Approved

FE's Ohio-based utilities have Public Utilities Commission of Ohio
(PUCO)-approved electric security plans (ESP) in effect. The ESPs
include generation supply procurement via competitive bid process
and no increase in base distribution rates from June 1, 2014
through May 31, 2016. In addition, the ESP continues the
Distribution Capital Recovery (DCR) rider, which allows the
utilities to recover a return of and on capital investment of up
to $405 million in their delivery system.

Pennsylvania Operations

FE's Pennsylvania-based utilities exited their multi-year
transition-to-competition plans Dec. 31, 2010. Pennsylvania Public
Utility Commission-approved default service plans are in place
through May 31, 2015.

Coal Plant Acquisition

MP operates under an integrated regulatory model in West Virginia.
While the regulatory environment in West Virginia has been
somewhat restrictive from an investor viewpoint recent decisions
have been more balanced in Fitch's view.

MP and PotEd filed with the West Virginia Public Service
Commission (PSC) for approval of a surcharge. The surcharge filing
seeks recovery of cost associated with MP's proposed acquisition
of the Harrison coal plant. Currently, the super critical coal-
fired generating facility is 80% owned by Allegheny Energy Supply
(Supply). MP owns 408-megawatts (MW - 20%) of Harrison and is
proposing to acquire the remaining 1,586-MW interest for
approximately $1.1 billion, net of the sale of the Pleasants plant
to Supply.

The filing supports a $193 million surcharge that will be offset
in part by rate reductions under its fuel and purchase power
recovery mechanism.
Fitch assumes that MP will fund the purchase price for Harrison,
if approved by the PSC, with a balanced mix of debt and equity. MP
is contractually obligated to provide generation to PotEd to meet
its load obligations in West Virginia. A final order is expected
in the third quarter of 2013.

PotEd provides transmission and distribution services in portions
of Maryland and West Virginia.

In recent years, energy regulation has been less of a political
focal point in Maryland than it had been previously. This period
of relative calm in Maryland follows a multi-year period in which
the regulatory environment had been highly politicized.

RATING SENSITIVITIES

What Could Trigger an Upgrade?
-- Rating upgrades appear unlikely.

What Could Trigger a Downgrade?
-- Future rating downgrades at ultimate parent, FE, could result
    in adverse rating actions;
-- Deterioration in FE utilities jurisdictional regulation;
-- Disallowed costs or significant rate reductions at JCP&L could
    result in future credit rating downgrades

Fitch has taken these rating actions:

Ohio Edison Company
-- IDR affirmed at 'BBB-';
-- Senior secured debt affirmed at 'BBB+';
-- Senior unsecured debt and revenue bonds affirmed at 'BBB';
-- Short-term IDR and commercial paper affirmed at 'F3';
The Rating Outlook is Stable.

Pennsylvania Power Company
-- IDR affirmed at 'BBB-';
-- Senior secured debt affirmed at 'BBB+';
-- Short-term IDR affirmed at 'F3';
The Rating Outlook is Stable.

Cleveland Electric Illuminating Co.
-- IDR affirmed at 'BB+';
-- Senior secured debt affirmed at 'BBB';
-- Senior unsecured debt affirmed at 'BBB-';
The Rating Outlook is Stable.

Toledo Edison Company
-- IDR affirmed at 'BB+';
-- Senior secured debt affirmed at 'BBB';
The Rating Outlook is Stable.

BVPS II Funding Corp.
-- Secured debt affirmed at 'BBB'.

Beaver Valley II Funding Corp.
-- Senior secured debt affirmed at 'BBB'.

PNPP II Funding Corp.
-- Secured debt affirmed at 'BBB-'.

Jersey Central Power & Light
-- IDR affirmed at 'BBB';
-- Senior unsecured debt affirmed at 'BBB+';
-- Short-term IDR and commercial paper affirmed at 'F3';
The Outlook is revised to Negative from Stable.

Pennsylvania Electric Company
-- IDR affirmed at 'BBB-';
-- Senior secured debt affirmed at 'BBB+';
-- Senior unsecured debt affirmed at 'BBB';
-- Short-term IDR and commercial paper affirmed at 'F3';
The Rating Outlook is Stable.

Metropolitan Edison Company
-- IDR affirmed at 'BBB';
-- Senior secured affirmed at 'A-';
-- Senior unsecured affirmed at 'BBB+';
-- Short-term IDR and commercial paper affirmed at 'F3';
The Rating Outlook is Stable.

Monongahela Power Company
-- IDR affirmed at 'BBB';
-- Senior secured debt affirmed at 'A-';
-- Secured revenue bonds affirmed at 'A-';
-- Senior unsecured revenue bonds affirmed at 'BBB+';
-- Short-term IDR affirmed at 'F3';
The Rating Outlook is Stable.

Potomac Edison
-- IDR affirmed at 'BBB';
-- Senior secured debt affirmed at 'A-';
-- Secured revenue bonds affirmed at 'A-'
-- Senior unsecured debt affirmed at 'BBB+';
-- Senior unsecured revolving credit facility affirmed at 'BBB+';
-- Short-term IDR affirmed at 'F3';
The Rating Outlook is Stable.

West Penn Power Co.
-- IDR affirmed at 'BBB';
-- Senior secured debt affirmed at 'A-';
-- Senior unsecured revolving credit facility affirmed at 'BBB+';
-- Short-term IDR affirmed at 'F3';
The Rating Outlook is Stable.

Trans-Allegheny Interstate Line Co.
-- IDR downgraded to 'BBB' from 'BBB+';
-- Senior unsecured debt downgraded to 'BBB+' from 'A-';
-- Short-term IDR downgraded to 'F3' from 'F2'.
The Rating Outlook is Stable.

American Transmission Systems Inc.
-- IDR downgraded to 'BBB' from 'BBB+';
-- Senior unsecured debt downgraded to 'BBB+' from 'A-';
-- Short-term IDR downgraded to 'F3' from 'F2';
The Rating Outlook is Stable.


COCOPAH NURSERIES: Hires Expert Witness on Palm Tree Tax Dispute
----------------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., and its affiliates ask the
Bankruptcy Court for permission to employ Dr. Elaine Joyal Ph.D.,
nunc pro tunc to Dec. 4, 2012, as expert witness in connection
with the Debtors' tax liability dispute with the California State
Board of Equalization.

The tax dispute between the Debtors and the Board concerns the
extent, if any, of the Debtors' sales tax liability related to the
sale of Washingtonia robusta palm trees.  The Tax Dispute centers
on the applicability of a California state sales tax exemption for
plants that produce edible agricultural products, as set forth in
California Revenue and Taxation Code Section 6358.

Suffice it to say that the Board has changed its previous written
opinion that the Debtors' palm tree sales were exempt from sales
tax. The Board is now seeking retroactive enforcement of sales tax
liability going back as far as eight years.  On Aug. 21, 2012, the
Board filed a Proof of Claim for $14.8 million on account of
alleged retroactive tax liability.  The Board has subsequently
completed its audit of the Debtors and revised its claim amount to
approximately $4.7 million.

The Debtors moved the Court to determine the extent, if any, of
their California sales tax liability and have objected to the
Board's Proof of Claim.  The motion raised a number of potentially
complex and specialized state tax law issues that has necessitated
counsel from specialized tax attorneys.

A key issue in the Tax Dispute is the extent to which portions or
products of the Washingtonia robusta palm are ordinarily consumed
by humans. Dr. Joyal will provide expert testimony regarding this
issue.

The Debtors have requested that Dr. Joyal provide all necessary
services as expert for the Debtors in connection with the tax
dispute under the following project categories: (i) research; (ii)
communications with the Debtors, the Board, and any other relevant
parties; (iii) preparation of reports; (iv) preparation for
hearings (v) attendance and testimony at hearings; (vi) attendance
at meetings and arbitration hearings; and (vii) fee application
preparation.

Dr. Joyal's fees are based on her customary hourly rate of $300.
Dr. Joyal will charge the Debtors for all other services provided
and for other charges and disbursements incurred in the rendition
of services.

Dr. Joyal attests that she is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.

The Joint Chapter 11 Plan of Reorganization dated Dec. 18, 2012,
provides for the sale of certain assets that are subject, in part,
to liens of the secured lenders under terms of a transition
agreement.


COMSTOCK MINING: Solus Reports 9.12% Stake at Dec. 31
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Solus Alternative Asset Management LP and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 4,643,554 shares of common stock of Comstock Mining Inc.
representing 9.12% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/PBj10p

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $42.15
million in total assets, $29.95 million in total liabilities and
$12.19 million in total stockholders' equity.


CONSTRUCTORA DE HATO: Seeks March 29 Extension of Plan Deadline
---------------------------------------------------------------
Constructora De Hato asked the Bankruptcy Court to extend by 60
days to March 29, 2013, the deadline to file a Chapter 11 plan and
disclosure statement.

The Debtor said it is imperative that asset sales be conducted
prior to the filing of a Chapter 11 plan as the proceeds of the
sales will be funding the plan.

The Debtor has received an offer from Aramis Rivera, president of
Dey Drilling Equipment, for the purchase of the Debtor's 2011
Volvo.  The Debtor also received an offer from Drey for the
purchase of the Debtor's 1998 Tesmec Model 110 for $50,000.

The Debtors also expects to receive additional offers for the
purchase of other equipment.

                    About Constructora De Hato

San Juan, Puerto Rico-based Constructora De Hato owns parcels of
land in Puerto Rico with an aggregate value of $1.82 million.  It
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-02876-11)
in Old San Juan, Puerto Rico, on April 13, 2012.  The petition was
signed by Waldemar Carmona Gonzalez, president.  The Debtor is
represented by Charles Alfred Cuprill, Esq., at Charles A.
Curpill, PSC Law Office, in San Juan.  Luis R. Carrasquillo & Co.,
PSC, serves as financial consultant.  In its schedules, as
amended, the Debtor disclosed $10,701,724 in assets and $6,847,693
in liabilities.


CSC LLC: Wayne Newton Killed $20M Museum Conversion Deal
--------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a Las Vegas real
estate developer forced into bankruptcy after Wayne Newton
allegedly breached a $20 million contract to convert his home into
a Graceland-style museum launched an adversary suit seeking
damages from the singer in Nevada bankruptcy court Thursday.

The report related that CSD LLC claims that Newton reneged on an
agreement to build a new residence on his 40-acre property so that
his current mansion can become the focal point of a museum
dedicated to the popular entertainer, according to the adversary
suit, which mirrors a state court lawsuit.

                          About CSD LLC

Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating
$50 million to $100 million in assets and $10 million to
$50 million in debts.  The petition was signed by Steven K.
Kennedy, manager of CSD Management, LLC, manager.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, all located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from Mr. Wayne Newton
and his wife, Kathleen, for $19.5 million to develop and operate a
museum/tourist attraction honoring the life and career of Wayne
Newton.  Situated on the purchased property is the current home of
the Newtons, known as "Casa de Shenandoah", which was to be used
to showcase Wayne Newton's memorabilia.  The museum remains
unopened.  DLH, LLC, which holds a 70% interest in the Debtor,
contributed nearly $60 million towards development of the museum.
DLH is a Nevada limited liability company, and its members are
Lacy Harber and Dorothy Harber.

Plans called for contributing $2 million toward the construction
of a new home for Mr. Newton on the acreage.  The new home hasn't
been built, so Mr. Newton still lives in the existing home, paying
minimal rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, and because the
Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is
unwilling to lend any additional funds to the Debtor on a
prepetition basis, the majority of the committee members voted in
favor of the bankruptcy filing.  Although the Debtor is out of
cash, it claims that it has substantial equity in its property.

The Debtor has decided that a sale of the Debtor's property
pursuant to Section 363 of the Bankruptcy Code, followed by the
filing of a plan of liquidation, is the Debtor's best option for
maximizing the value of the property and maximizing the return to
the Debtor's creditors and interest holders.

James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas,
represents the Debtor.  The Debtor's CRO is Odyssey Capital Group,
LLC.


DANA HOLDING: S&P Affirms 'BB' CCR & Revises Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
corporate credit rating on Dana Holding Corp.  S&P revised the
outlook to positive from stable.

Standard & Poor's ratings on Toledo, Ohio-based Dana reflect its
"weak" business risk profile as a major supplier in the driveline
segment of the highly competitive and volatile global light-
vehicle and commercial-vehicle supply markets, and its
"significant" financial risk profile.

"Our view of the financial risk profile is based on Dana's track
record of free cash flow generation, which we believe is
sustainable at current levels of production; the lack of any
significant near-term debt maturities; and its manageable unfunded
pension obligation," said Standard & Poor's credit analyst Nancy
Messer.  Accordingly, S&P believes Dana's performance and
financial policy will enable it to sustain its improved credit
measures.

Also, S&P believes Dana will evolve its global footprint and
expand its aftermarket business, both through acquisitions and
internal growth.  There has been management continuity since 2011
with the appointments of Roger Wood as CEO and William Quigley as
CFO.  S&P assumes the board and management will continue to favor
relatively low leverage and free cash flow generation.

Still, S&P also assumes private equity firm Centerbridge Partners
L.P. (which acquired Dana's interest when the company emerged from
bankruptcy in early 2008) will influence Dana's financial policy
and business strategy.  Centerbridge has two of the nine members
on Dana's board and elects one member that is independent.  The
capital structure includes $753 million in 4% cash-pay convertible
preferred stock held by Centerbridge and certain previous
creditors, which S&P views as equity.

Dana's lease- and pension-adjusted total debt to EBITDA was about
2.0x as of Dec. 31, 2012.  S&P expects Dana can keep leverage
below or at 2.5x for the current rating, even as it expands its
global presence for automotive driveline products and power
technologies and increases its aftermarket business.  S&P assumes
EBITDA expansion will be sufficient to offset any growth-related
incremental debt S&P believes it might incur in 2013.  In
addition, S&P believes funding for small acquisitions and
nvestments will not drive free operating cash flow into negative
territory.  For 2012, discretionary free cash flow totaled
$284 million (per our calculation), and free operating cash flow
(FOCF) was 18% of total debt, before a voluntary $150 million
pension contribution.

Dana manufactures driveline products including axles, driveshafts,
transmissions, and power technologies, including sealing and
thermal products.  Dana's customers are original equipment
manufacturers (OEMs) of vehicles in the light-vehicle, heavy-duty
commercial, and heavy off-road markets.  The company began to
expand its aftermarket business in 2012, which should, over the
long term, increase the diversity and counter-cyclicality of its
revenue stream.

The business profile is "weak," reflecting Dana's exposure to the
cyclical and highly competitive light- and heavy-duty vehicle
markets.  For example (excluding foreign exchange), organic
revenue in the third quarter decreased 5% compared with 2011
because of production volumes, pricing, and product mix.

S&P's positive rating outlook on Dana means there is a one-third
probability that S&P could raise the ratings in the next year.  An
upgrade would be based upon S&P's revising its financial profile
assessment to "intermediate," under its criteria, from
"significant" if it believed the company can maintain leverage
and cash flow equal to or better than the level S&P expects for
2012.  Alternatively, S&P could view the business risk profile as
"fair" instead of "weak" if it thinks the company's profitability
and competitive position had improved.  That reassessment could
also support a higher rating.

"We could raise our ratings if we believe Dana can sustain
increased EBITDA such that adjusted leverage falls to 2.0x or
lower, free operating cash flow to total debt of 15% or better,
and total debt to total capital of less than 50%.  An upgrade
would also take into account the sustainability of credit metrics
at or above these levels.  For example, we calculate that Dana's
adjusted leverage would decline to a level comfortably below 2.0x
if its revenues expand in 2013 and it can achieve gross margin
(excluding depreciation) of 15.5% or better.  We would also need
to believe that any use of its sizable cash balances would be
consistent with our expectations for a higher rating.  For an
upgrade, we would need to believe there will be no material change
in the business strategy or financial policy," S&P said.

"Alternatively, consistent with our base case, we could revise the
outlook to stable if we believed global vehicle markets would not
improve as we currently assume, which could occur if the North
American economic recovery falters, the European downturn is more
severe than we currently observe, or the Chinese market falters.
This could prevent the company from maintaining the financial
measures that we would expect for an upgrade.  For example, we
could revise the outlook to stable if lease- and pension-adjusted
total debt to EBITDA rose to 2.5x and FOCF to total debt fell to
12% or less.  We also could revise the outlook to stable if free
cash generated after capital spending drops below $100 million for
any rolling 12-month period, or if Dana pursues a material debt-
financed acquisition or large dividend payout," S&P added.


DANJO REALTY: Chapter 11 Case Summary & Unsecured Creditor
----------------------------------------------------------
Debtor: Danjo Realty
        131 South Birch Street
        South Coatesville, PA 19320

Bankruptcy Case No.: 13-11492

Chapter 11 Petition Date: February 21, 2013

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

Judge: Magdeline D. Coleman

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

The Company's list of 20 largest unsecured creditors contains only
one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
TD Bank NA                                       $66,701
2005 Market Street
Second Floor
Philadelphia, PA 19103

The petition was signed by Joseph J. Arena, president/partner.


DELTA PETROLEUM: Former CEO Roger Parker Files Chapter 11
---------------------------------------------------------
Former Delta Petroleum CEO Roger A. Parker filed for bankruptcy
protection in Denver bankruptcy court (Bankr. D. Colo. Case No.
13-10897 on Jan. 23, estimating both assets and liabilities in the
range of $10 million to $50 million in his Chapter 11 petition.

L. Wayne Hicks, writing for Denver Business Journal, reports that
the U.S. Securities and Exchange Commission is suing Mr. Parker
and Michael Van Gilder, accusing them of trading in insider
information about an investment in Delta Petroleum.  Mr. Parker
was CEO of the Denver-based company in late 2007 when billionaire
Kirk Kerkorian's Beverly Hills, Calif.-based investment firm,
Tracinda Corp., agreed to purchase a 35% stake in the company and
paid $684 million.

Tracinda's investment increased Delta's stock value by nearly 20%.

According to the report, Mr. Parker's Cherry Hills Village home is
currently for sale with a $9.2 million asking price.  He noted
that his debts are primarily business ones.

                        About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta Petroleum won confirmation of its reorganization plan at a
hearing on Aug. 15.  Laramie Energy II LLC is the plan sponsor.
Delta Petroleum emerged from bankruptcy as Par Petroleum
Corporation.  At closing, Laramie and Par Petroleum contributed
their respective assets in Mesa and Garfield counties, Colorado,
to form a new joint venture called Piceance Energy, LLC.  Laramie
and Par Petroleum hold 66.66% and 33.34% ownership interests in
Piceance Energy, respectively

The Company reported a net loss of $470.04 in 2011, a net loss of
$194.01 million in 2010, and a net loss of $349.68 million in
2009.


DENNY'S CORP: Posts $6.48-Mil. Net Income in Dec. 26 Quarter
------------------------------------------------------------
Denny's Corporation reported net income of $6.48 million on
$115.95 million of total operating revenue for the quarter ended
Dec. 26, 2012, as compared with net income of $92.04 million on
$130.19 million of total operating revenue for the quarter ended
Dec. 28, 2011.

The Company reported net income of $22.31 million on $488.36
million of total operating revenue for the fiscal year ended
Dec. 26, 2012, as compared with net income of $112.28 million on
$538.53 million of total operating revenue for the fiscal year
ended Dec. 28, 2011.

The Company's balance sheet at Dec. 26, 2012, showed $324.88
million in total assets, $329.34 million in total liabilities and
a $4.46 million total shareholders' deficit.

John Miller, president and chief executive officer, stated,
"Denny's delivered another year of solid results while generating
our second consecutive year of positive company and franchise
same-store sales.  This is a testament to our positioning as
America's Diner, emphasizing everyday affordability with
attractive Limited Time Only products.  Although we are encouraged
about the progress we have made thus far, we believe there is much
work to be done in our revitalization plan to drive additional
value.  In our efforts to increase long-term shareholder value, we
will continue to work closely with our franchisees to increase
growth in new restaurants, sales and profitability through our
franchised-focused business model.  By balancing our capital
allocation between reinvestments in the brand, whether it's
through our franchisees or our company restaurants, strengthening
our balance sheet, and returning value to shareholders, we will
continue to grow value for all stakeholders."

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

                       http://is.gd/ke4ok7

                    About Denny's Corporation

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

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

                           *     *     *

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


DENNY'S CORP: Wells Fargo Has 6.5% Equity Stake as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wells Fargo & Company disclosed that, as of
Dec. 31, 2012, it beneficially owns 6,134,049 shares of common
stock of Denny's Corp representing 6.54% of the shares
outstanding.  Wells Fargo previously reported beneficial ownership
of 7,190,151 common shares or a 7.46% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/Y5Nesh

                     About Denny's Corporation

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

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

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

                           *     *     *

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


DETROIT, MI: Bankruptcy Filing May Be Bad Option
------------------------------------------------
Tom Hals, writing for Reuters, reported that if the city of
Detroit were a company, it would be a prime candidate to file for
bankruptcy, using court protection to cut debt, streamline
operations and trim retiree benefits.  But what may be good for
General Motors may not be good for the home of the U.S. auto
industry, Reuters said, citing experts.

Reuters recalled that a state-appointed panel of experts on
Tuesday declared Detroit in financial crisis, and Michigan
Governor Rick Snyder is widely expected to soon appoint an
emergency financial manager to take over many of the city's
functions, while Detroit Mayor Dave Bing and the City Council
oppose a state takeover in part because they would lose much of
their power to the emergency manager and bankruptcy is the last
thing they want.

While that emergency manager could recommend putting the city into
a Chapter 9 bankruptcy, which is reserved for cities, few experts
expect that to happen, according to the Reuters report.

"This is too critical and it is too important to the state to be
left to the dynamic uncertainty of a Chapter 9 process," James
Spiotto, an attorney with Chapman and Cutler in Chicago and one of
the leading experts on municipal bankruptcy, told Reuters.
"Chapter 9 is time-consuming, uncertain, expensive and
unpredictable."

Not only could it be messy for Detroit, but also for other
Michigan cities whose credit worthiness might be questioned,
experts said, Reuters said. Instead of stanching the bleeding, it
might spread it.


DEWEY & LEBOEUF: Creditors Throw Weight Behind Ch. 11 Plan
----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Dewey & LeBoeuf
LLP creditors on Thursday made their support for the fallen firm's
Chapter 11 liquidation plan official, calling on the judge
overseeing the bankruptcy to cast aside remaining objections and
approve the plan at an upcoming hearing.

The report related that the official committee of unsecured
creditors said in a statement filed with the court that the plan,
proposed in November, should be confirmed because it can be put
into effect in a reasonable time frame, provides some recovery to
unsecured creditors and is preferable to any other plan.


The defunct firm filed a Chapter 11 plan after reaching a
settlement with former partners.  In February, 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 2012, 440 former partners
agreed to a settlement under which they will receive releases from
clawback claims in return for $71.5 million in contributions.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.
The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee, as well as a
settlement with former partners.


DIALOGIC INC: Kevin Cook Elected to Board of Directors
------------------------------------------------------
Kevin Cook, president and chief executive officer of Dialogic
Inc., was elected by the Company's Board of Directors to serve as
a member of the Board in the class of directors whose term of
office expires at the Company's 2013 Annual Meeting of
Stockholders and until his successor is duly elected and
qualified, or until his earlier death, resignation or removal.
Mr. Cook's election was recommended to the Board by the Nominating
and Corporate Governance Committee of the Board.

In accordance with the Company's director compensation policy, as
a non-independent Board member, Mr. Cook will not be entitled to
any compensation for his service on the Board.

There are no arrangements or understandings between Mr. Cook and
any other persons pursuant to which he was elected as a director
of the Company.  There are no family relationships between Mr.
Cook and any director, executive officer, or any person nominated
or chosen by the Company to become a director or executive
officer.  There are no related person transactions (within the
meaning of Item 404(a) of Regulation S-K promulgated by the
Securities and Exchange Commission) between Mr. Cook and the
Company.

On Feb. 12, 2013, as recommended by the Compensation Committee of
the Board, the Board granted to Mr. Cook the right to purchase
450,000 performance-vesting restricted stock units, under the
terms of the Company's 2006 Equity Incentive Plan.  The Restricted
Stock Units will vest 33.3% on Aug. 9, 2013, and 33.3% on Aug. 9,
2014, and 33.3% on Aug. 9, 2015.

These Restricted Stock Units were granted in place of those equity
awards which the Company agreed to recommend to the Compensation
Committee of the Board be granted to Mr. Cook under the 2006 Plan,
pursuant to Section 4 of his Offer Letter dated Aug. 9, 2012.

                          About Dialogic

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

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

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

                        Bankruptcy warning

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


DIGITAL PRINTWORKS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Digital Printworks, LLC
        3427 East 83rd Place
        Suite B,C, D
        Merrillville, IN 46410

Bankruptcy Case No.: 13-20451

Chapter 11 Petition Date: February 21, 2013

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Richard M. Davis(KW), Esq.
                  HOEPPNER WAGNER & EVANS LLP
                  103 E. Lincolnway
                  P.O. Box 2357
                  Valparaiso, IN 46384
                  Tel: (219) 464-4961
                  E-mail: kwerner@hwelaw.com

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

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

A copy of the Company's list of its 16 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/innb13-20451.pdf

The petition was signed by Michael Horgash, member.


DUNE ENERGY: Whitebox's Equity Stake at 5.5% as of 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
3,267,243 shares of common stock of Dune Energy Inc. representing
5.5% of the shares outstanding.  Whitebox previously reported
beneficial ownership of 2,174,268 common shares as of Sept. 30,
2012.  A copy of the amended filing is available at:

                        http://is.gd/AxgmjE

                         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.


EASTMAN KODAK: Plan Exclusivity Extended to April 18 on Interim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a bridge order extending the deadline for Eastman Kodak Co.
to file a Chapter 11 plan and solicit votes through April 18,
2013, or the earlier of the date on which it rules on the
company's request to extend the exclusive filing period.

As reported in the Feb. 15, 2013 edition of the TCR, the Debtors
are asking for an extension of their exclusive periods to file a
proposed chapter 11 plan until May 31, 2013, and solicit
acceptances for that plan until July 31, respectively.

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

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Contracts With Dow Jones, Sony Rejected
------------------------------------------------------
Eastman Kodak Co. obtained approval from the U.S. Bankruptcy Court
for the Southern District of New York to reject contracts with Dow
Jones Reuters Business Interactive LLC, Learning Care Group Inc.,
The Outsourcing Institute, and Services for Seniors LLC.  The
contracts are listed at http://is.gd/yvIOwM

Eastman Kodak also received a go-signal from the Bankruptcy Court
to cancel an agreement with Sony Pictures Entertainment Inc.
Kodak decided to cancel the contract since assumption of the
contract would require the company to pay $18 million for the cure
costs.  Kodak and Sony Pictures signed the contract in June 2006,
which governs the purchase of motion picture film by Sony Pictures
from the company.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Court OKs Assumption of Mentor Graphics Contract
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the assumption of a license agreement between Mentor
Graphics Corp. and Eastman Kodak Co.

The court order dated Feb. 21 also required Eastman Kodak to pay
$550,000 to Mentor Graphics on account of its administrative
expense claim.  In return, Mentor Graphics will withdraw its proof
of claim, assigned as Claim No. 1250, in the sum of $782,824.

The companies signed the agreement in January 2011, which granted
Eastman Kodak the license to use Mentor Graphics' software.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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



EFL PARTNERS: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: EFL Partners X
        1614 Lark Lane
        Villanova, PA 19085

Bankruptcy Case No.: 13-11495

Chapter 11 Petition Date: February 21, 2013

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

Judge: Magdeline D. Coleman

Debtor's Counsel: Gregory R. Noonan, Esq.
                  WALFISH & NOONAN, LLC
                  528 DeKalb St
                  Norristown, PA 19401
                  Tel: (610) 277-7899
                  E-mail: walfishnoonan@aol.com

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

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

The Company's list of 20 largest unsecured creditors only contains
one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
EFL Holdings, Inc.        loan                   $100,000
12 South Letitia Street
Philadelphia, PA 19106

The petition was signed by John Kontra, president of general
partner.


ENERGYSOLUTIONS INC: Inks 2nd Amendment to JPMorgan Credit Pact
---------------------------------------------------------------
EnergySolutions, Inc., has entered into Amendment No. 2 to Credit
Agreement and Consent and Waiver, which amends the Credit
Agreement with JPMorgan Chase Bank, N.A., as administrative agent,
dated Aug. 13, 2010, as amended.

The Loan Amendment was entered into in connection with the
Agreement and Plan of Merger, dated Jan. 7, 2013, by and among
Rockwell Holdco, Inc., which is an affiliate of Energy Capital
Partners II, LLC, Rockwell Acquisition Corp. and the Company.

In connection with the entry into the Merger Agreement, Rockwell
Holdco received a debt commitment letter, dated Jan. 7, 2013, from
Morgan Stanley Senior Funding, Inc., as supplemented by that
certain joinder dated Jan. 29, 2013, from Credit Suisse AG, Cayman
Islands Branch and Credit Suisse Securities (USA) LLC and that
certain joinder dated Jan. 29, 2013, from JPMorgan Chase Bank,
N.A., and J.P. Morgan Securities LLC.  Pursuant to the Debt
Commitment Letter, the Commitment Parties have committed to
provide an aggregate of $685 million in debt financing to Rockwell
Acquisition.  The Loan Amendment is an alternative to the funding
under the Debt Commitment Letter.  The Debt Commitment Letter
automatically terminated upon our entry into the Loan Amendment.

A copy of the Loan Amendment is available for free at:

                        http://is.gd/QzDwKf

EnergySolutions has entered into a reimbursement agreement, a copy
of which is available at http://is.gd/ZD8p3H

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

                        http://is.gd/zBYEgb

                        About EnergySolutions

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

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

                           *     *     *

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

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

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


ESIO BEVERAGE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Esio Beverage Company, LLC
        7150 East Camelback Road, Suite 444
        Scottsdale, AZ 85251

Bankruptcy Case No.: 13-02473

Chapter 11 Petition Date: February 22, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Daniel E. Garrison, Esq.
                  ANDANTE LAW GROUP OF DANIEL E. GARRISON, PLLC
                  Scottsdale Financial Center I
                  4110 North Scottsdale Road, Suite 330
                  Scottsdale, AZ 85251
                  Tel: (480) 421-9449
                  Fax: (480) 522-1515
                  E-mail: dan@andantelaw.com

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

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

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

The petition was signed by Frank M. Leonesio, manager/member.


FAMILY OUTREACH: Chapter 11 Case Summary & Unsecured Creditor
-------------------------------------------------------------
Debtor: Family Outreach Word and Worship Center
        631 Sparkleberry Ln
        Columbia, SC 29229

Bankruptcy Case No.: 13-00991

Chapter 11 Petition Date: February 21, 2013

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Robert A. Pohl, Esq.
                  POHL, P.A.
                  P.O. Box 27290
                  Greenville, SC 29616
                  Tel: (864) 361-4827
                  Fax: (864) 558-5291
                  E-mail: robert@pohlpa.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Internal Revenue Service  940 Taxes              $79,700
Centralized Insolvency
Operations
P.O. Box 21126
Philadelphia, PA 19114-0326

The petition was signed by Bishop Melvin L. Brown, senior
pastor/president.


FOREST CITY: Closes New $465-Mil. Revolving Credit Facility
-----------------------------------------------------------
Forest City Enterprises, Inc. on Feb. 25 disclosed that it has
closed a new, $465 million credit facility with a 14-member bank
group.  The three-year facility, with an additional one-year
extension option, allows for additional banks to join the group,
up to a maximum line of $500 million.

"This new credit facility is another step in positioning Forest
City to take advantage of opportunities in our core markets and
products," said David J. LaRue, Forest City president and chief
executive officer.  "The more favorable pricing and covenants also
give us additional flexibility in managing our business.  We're
gratified by the confidence and support shown by all of our member
banks, and I want to thank our internal finance team, led by CFO
Bob O'Brien, in achieving this great outcome."

Thirteen banks that were members of the company's prior bank
group, along with one new bank, are part of the new facility.  In
addition, four member banks increased their commitments, compared
with the prior facility.  The facility also includes a provision
allowing repurchase of up to $100 million of the company's Class A
common stock over the term of the facility, in line with the share
repurchase program announced by the company in December, 2012.

The new facility replaces the company's prior revolving credit
facility, which was scheduled to mature in March, 2014.  Key Bank,
N.A. will serve as Administrative Agent, PNC Bank, N.A. will serve
as Syndication Agent, and Bank of America, N.A. will serve as
Documentation Agent for the group.

                         About Forest City

Forest City Enterprises, Inc. -- http://www.forestcity.net-- is
an NYSE-listed national real estate company with $10.7 billion in
total assets. The company is principally engaged in the ownership,
development, management and acquisition of commercial and
residential real estate and land throughout the United States. For
more information, visit www.forestcity.net.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 5, 2013,
Moody's affirmed the ratings of Forest City Enterprises, Inc.
(senior unsecured debt at B3) and maintained its positive rating
outlook.

The following ratings were affirmed with a positive outlook:

  Forest City Enterprises, Inc.

    B3 senior unsecured rating
    (P)B3 senior unsecured shelf
    (P)Caa2 senior subordinate shelf
    (P)Caa2 subordinate shelf
    (P)Caa2 junior subordinate shelf
    Caa2 cumulative perpetual convertible preferred stock
    (P)Caa2 preferred stock shelf


FREDERICK BAYBUTT: Chief of Construction Firm Files Ch. 11
----------------------------------------------------------
Frederick L. Baybutt, the president of family-owned Baybutt
Construction, filed for personal Chapter 11 bankruptcy (Bankr.
D.N.H. Case No. 13-10344) on Feb. 14, 2013, in Manchester.

Jacqueline Palochko, writing for The Sentinel, reports that Mr.
Baybutt disclosed in court filings that he owes between $1 million
and $10 million to at most 99 creditors.  Mr. Baybutt estimated
between $500,000 and $1 million in assets.

Baybutt Construction has not filed for bankruptcy.  The report,
however, notes many of the creditors listed for Mr. Baybutt are
owed money from the company for projects.

The report says Mr. Baybutt has until June 14 to present a
reorganization plan; until then he has been granted an "order for
relief," which means creditors cannot contact him demanding
payment.

A meeting of creditors will take place March 21 at 10 a.m. at the
bankruptcy court in Manchester.

The report notes Baybutt Construction and Mr. Baybutt are facing a
lawsuit filed by TD Bank last month, putting a lien, or
attachment, of $1.1 million on their property because they owe the
bank more than $1 million.  TD Bank also said the defendants' bank
account is overdrawn by more than $326,000.  Mr. Baybutt can file
an objection by March 5.

The report also says Baybutt Construction has been accused of not
paying subcontractors for projects, and has failed to secure a
bond with the $21,000 town officials gave the company, according
to Rockingham Municipal Manager Timothy Cullenen.  The bond
ensures a project will be completed, and subcontractors will be
paid the money they're due for their work.  Town officials hired
Engelberth Construction Inc., to finish some of the project.
Many of those subcontractors have filed a suit against Baybutt
Construction and the town of Rockingham for not securing a bond.


FRIENDFINDER NETWORKS: Lars Mapstead Has 8.9% Stake as of Feb. 13
-----------------------------------------------------------------
Lars Mapstead and its affiliates disclosed with the U.S.
Securities and Exchange Commission on Feb. 13, 2013, that they
beneficially own 3,135,073 shares of common stock of Friendfinder
Networks Inc. representing 8.90% of the shares outstanding.  A
copy of the filing is available at http://is.gd/LN0uqB

                    About FriendFinder Networks

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

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

                           *     *     *

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

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


GABRIEL TECHNOLOGIES: Case Reassigned to Judge Dennis Montali
-------------------------------------------------------------
U.S. Bankruptcy Judge Hannah L. Blumenstiel entered an order
transferring the cases of Gabriel Technologies Corp. and Trace
Technologies LLC to Judge Dennis Montali.

Gabriel Technologies Corporation and a subsidiary sought Chapter
11 protection (Bankr. N.D. Calif. Case No. 13-30340 and 13-30341)
on Feb. 14, 2013 in San Francisco,, after losing in a patent
dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and $15
million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.


GABRIEL TECHNOLOGIES: Case Summary & 20 Top Unsec. Creditors
------------------------------------------------------------
Debtor: Gabriel Technologies Corporation
        273 Green Street, #4
        San Francisco, CA 94133
        Tel: (415) 817-1858

Bankruptcy Case No.: 13-30340

Chapter 11 Petition Date: February 14, 2013

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Debtors' Counsel: Merle C. Meyers, Esq.
                  MEYERS LAW GROUP, P.C.
                  44 Montgomery Street, #1010
                  San Francisco, CA 94104
                  Tel: (415) 362-7500
                  E-mail: mmeyers@mlg-pc.com

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.
        ------                        --------
Trace Technologies LLC                13-30341
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Byron Nelson, acting chief executive
officer.

Debtors' List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jeffrey S. Karr, Cooley            Judgment Creditor   $13,000,000
Godward Kronish L
3000 El Camino Real
Five Palo Alto Square
Palo Alto, CA 94306

Qualcomm                           Judgment Creditor   $13,000,000
c/o Corporation Service Company
2710 Gateway Oaks Drive, Suite 150N
Sacramento, CA 95833

Sterling Trust Company, fbo        Noteholder             $865,000
Annette Justice IRA
6681 NE 88th Street
Bondurant, IA 50035

J. Douglas Rippeto                 Noteholder             $450,000
The Compass Group, Inc.
5950 Berkshire Lane, Suite 1210
Dallas, TX 75225

DVQLLC                             Noteholder             $410,000
Attn: Thomas P. Lawler
800 N. Highland Avenue, Suite 200
Orlando, FL 32803

Kelly Fegen                        Noteholder             $350,000
1355 91st Street
West Des Moines, IA 50266

Craig Bardsley and Dawn Berkvam    Noteholder             $265,000
20335 W. 94th Terrace
Lenexa, KS 66220

R.C. Buford                        Noteholder             $216,000

Gary D. Elliston                   Noteholder             $200,000

L. Mills Tuttle and Ann S. Tuttle  Noteholder             $200,000

Mark A. Gake                       Noteholder             $200,000

The R.C. Buford 1997 Rev. Trust    Noteholder             $200,000

Robert Lamse                       Noteholder             $198,500

Stephen Moore                      Noteholder             $151,000

John Hall and Rosemary Williams    Noteholder             $130,000

Louis Rotella, III                 Noteholder             $130,000

Louis Rotella, Jr.                 Noteholder             $130,000

Paul E. Hamilton                   Noteholder             $125,000

Richard T. and Sharon Radcliffe    Noteholder             $100,000

Sterling Trust Company, fbo        Noteholder             $100,000


GENOA HEALTHCARE: S&P Revises Outlook to Stable on 'B' CCR
----------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its 'B'
corporate credit rating on Tampa, Fla.-based Genoa Healthcare
Group LLC to stable from negative.  The 'B' corporate credit
rating is affirmed.

All issue-level and recovery ratings remain unchanged.

"The outlook revision reflects improved financial results during
the second half of 2012, largely achieved via cost reductions,
which offset material reimbursement cuts," said Standard & Poor's
credit analyst John Bluemke.

As a result, S&P believes that the company's debt leverage
covenant cushion will exceed 15% for 2012.

The rating on Tampa, Fla.-based nursing home operator Genoa
Healthcare Group LLC reflects a "highly leveraged" financial risk
profile attributable to adjusted debt to EBITDA expected to be in
excess of 7x at year-end 2012, as well as funds from operations
(FFO) to debt in the low single digits.  Furthermore, S&P views
the company's financial policy as "aggressive," given material
distributions to limited partners.  The rating also reflects a
"vulnerable" business risk profile, given its narrow focus in
nursing care, high reimbursement risk, and competitive pressures.
Genoa's limited geographic operations, primarily in Florida,
additionally expose it to Medicaid reimbursement changes in the
state.

"We expect Genoa's revenues to decline by 7.5% in 2012, reflecting
the 2012 Medicare rate cut and changes to group therapy
reimbursements that became effective in October 2011.  Adjusted
EBITDA margins of approximately 11% were slightly above our 2012
expectations as a result of new management's cost containment
efforts.  Our base case anticipates low-single-digit revenue
growth in 2013 largely attributable to a 1.8% Medicare rate
increase (effective Oct. 1, 2012) given expectations of stagnant
volume and minimal changes to quality mix.  Still, EBITDA should
continue to improve through 2013 as cost savings are annualized.
This, and the favorable Florida change of ownership Medicaid
reimbursement rates, should benefit EBITDA margin by about 150
basis points in 2013 over 2012," S&P noted.

Genoa is particularly exposed to the weak economy and state
budgetary stress in Florida, which led to a 6.5% Medicaid payment
reduction to nursing homes as of July 1, 2011, partially offset by
the state's approval of lower staffing requirements.  Although the
rates improved in 2012, the single-state concentration and
associated Medicaid reimbursement risk is a key reason why Genoa's
business risk is weaker than its peer nursing home companies.
Unlike its peers, Genoa can't spread Medicaid risk among several
states.

S&P's stable rating outlook on Genoa reflects S&P's expectation
that Genoa is likely to maintain adequate covenant cushion through
2013, while generating about $10 million of free operating cash
flow, before partner tax distributions.  S&P could lower the
rating if covenant cushions fall below 10% or if cash flow
generation falls to near zero.  This could occur if EBITDA margins
are approximately 200 basis points below S&P's 2013 forecast.

The possibility of an upgrade is limited due to the company's high
adjusted debt burden and vulnerable business risk profile that S&P
do not anticipate would change barring an acquisition leading to
dramatically improved geographic diversity.


GENTA INC: RA Capital Reports 9.9% Equity Stake at Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, RA Capital Management, LLC, and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 662,117,262 shares of common stock of Genta Incorporated
representing 9.9% of the shares outstanding.  RA Capital
previously reported beneficial ownership of 210,536,030 common
shares or as of Dec. 31, 2011.  A copy of the amended filing is
available for free at http://is.gd/94vIQM

                     About Genta Incorporated

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

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

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

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

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


GENTA INC: Tang Capital Reports 9.9% Equity Stake at Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Tang Capital Partners, LP, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
662,117,262 shares of common stock of Genta Incorporated
representing 9.9% of the shares outstanding.  Tang Capital
previously reported beneficial ownership of 20,593,669 shares or
roughly 9.9% of the common stock of Genta Incorporated as of
Dec. 31, 2009.  A copy of the amended filing is available at:

                        http://is.gd/4NeWiu

                     About Genta Incorporated

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

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

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

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

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


GIBRALTAR KENTUCKY: Case Converted to Chapter 7
-----------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, entered an
order converting the Chapter 11 case of Gibraltar Kentucky
Development, LLC, to Chapter 7 of the Bankruptcy Code after
finding that there is an absence of a reasonable likelihood of
rehabilitation of the Debtor within the meaning of Sec.
1112(b)(4)(A).

In connection with the case conversion, the Debtor is directed to
file an amended Chapter 11 plan and disclosure statement by
Feb. 28.  The Debtor is also given until March 29 to obtain Court
approval of a fully-executed participation agreement with Hagerty
Group LLC.

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.


GLOBAL SHIP: DePrince Has 10.6% Equity Stake as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, DePrince, Race & Zollo, Inc., disclosed that,
as of Dec. 31, 2012, it beneficially owns 5,059,997 shares of
Class A Common Stock of Global Ship Lease, Inc., representing
10.66% of the shares outstanding.  DePrince previously reported
beneficial ownership of 4,871,738 Class A shares or a 10.26% of
the shares outstanding.  A copy of the amended filing is available
for free at http://is.gd/HGaTxa

                     About Global Ship Lease

London, England-based Global Ship Lease (NYSE: GSL, GSL.U and
GSL.WS) -- http://www.globalshiplease.com/-- is a containership
charter owner.  Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under long-term, fixed
rate charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately $77 million each that are
scheduled to be delivered in the fourth quarter of 2010.  The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.

As reported in the Dec. 1, 2012, edition of the TCR, Global Ship
Lease disclosed that it had entered into an agreement with its
lenders to waive until Nov. 30, 2012, the requirement under its
credit facility to conduct loan-to-value tests.  The credit
facility requires that loan-to-value, which is the ratio of
outstanding borrowings under the credit facility to the aggregate
charter-free market value of the secured vessels, cannot exceed
75%.

The Company's balance sheet at Sept. 30, 2012, showed US$907.84
million in total assets, US$549.46 million in total liabilities
and US$358.38 million in total stockholders' equity.


GOOD SAMARITAN HOSPITAL: S&P Cuts 2004 & 2002 Bond Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Lebanon County, Pa.'s series 2004 and 2002 revenue bonds, issued
for Good Samaritan Hospital of Lebanon (GSH), to 'B+' from 'BB+'.
The outlook is stable.

"We based the downgrade on what we view as persistent high
operating losses, leading to thin coverage of maximum annual debt
service," said Standard & Poor's credit analyst Liz Sweeney.  "We
believe the operating losses will soon begin to erode GSH's
unrestricted reserves, which to date have been stable because of
rising investment markets and limited capital spending,"
Ms. Sweeney added.

After operating income briefly improved in 2011, it reverted to a
loss in fiscal 2012, the eighth operating loss in the past 10
years.  This negative operating trend continued in the first six
months of fiscal 2013.

In S&P's opinion, credit risks include:

   -- A sizable operating loss in fiscal 2012;

   -- Thin debt service coverage;

   -- A relatively small primary service area, with adequate
      demographics, but measurable outmigration to nearby Hershey
      and Harrisburg, Pa.; and

   -- Ongoing challenges related to physician recruitment and
      retention, which have affected patient volumes and market
      share in 2012.

Credit factors that S&P believes support the rating include GSH's:

   -- Strong market share of 58% within the primary service area
      of Lebanon County, although patients continue to outmigrate
      for tertiary services and market share declined by 3% in
      2012; and

   -- Relatively stable balance sheet featuring adequate days'
      cash, rising unrestricted reserves to long-term debt, and a
      conservative debt structure, offset by a rising age of
      plant, growing leverage, and an underfunded pension plan.

The stable outlook reflects S&P's view that, at the 'B+' level,
GSH has the balance-sheet strength to withstand operating losses
at the current level for the next year or two.  In the long term,
however, rating stability will hinge on GSH's ability to restore
operating income to profitability to generate stronger debt
service coverage, preserve unrestricted reserves, and provide
adequate cash flow for future capital investment plans, which are
modest but could ultimately emerge at higher levels.


GRAY TELEVISION: Incurs $2.6 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
Gray Television, Inc., reported a net loss available to common
stockholders of $2.61 million on $126.58 million of revenue for
the three months ended Dec. 31, 2012, as compared with net income
available to common stockholders of $5.86 million on
$84.67 million of revenue for the same period during the prior
year.

For the year ended Dec. 31, 2012, the Company posted net income
available to common stockholders of $24.03 million on $404.83
million of revenue, as compared with net income available to
common stockholders of $1.79 million on $307.13 million of revenue
during the prior year.

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

                        http://is.gd/Nk306J

                      About Gray Television

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

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

                           *     *     *

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

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

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


GREEN EARTH: Amendment No. 3 to 55.1-Mil. Common Shares Prospectus
------------------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its Form S-1 registration
statement relating to the sale, from time to time, by Elysium
Natural Resources, LLC, D&L Partners, Francesco Galesi Irrevocable
Grantor Trust, et al., of up to 55,147,059 shares of the Company's
common stock, of which 36,764,706 shares are issuable upon
exercise of the conversion rights contained in the Company's 6.0%
Secured Convertible Debentures due Dec. 31, 2014, in the aggregate
principal of $6,250,000 and 18,382,353 shares are issuable upon
exercise of warrants expiring Dec. 31, 2016.  The conversion price
of the Debentures and the exercise price of the Warrants are $0.17
and $0.21 per share, respectively.

The Company will not receive any proceeds from the sale of these
shares by the Selling Stockholders.  However, the Company did
realize gross proceeds of $6,250,000 from the sale of the
Debentures and Warrants and the Company will realize gross
proceeds of $3,860,294 if all of the Warrants are exercised.

The Company's common stock is registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended, and is quoted on
the OTC Bulletin Board under the symbol "GETG."

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

                        http://is.gd/fythGV

                   About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth reported a net loss of $11.26 million for the
year ended June 30, 2012, compared with a net loss of $12.21
million during the prior fiscal year.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended June 30, 2012.  The independent auditors
noted that the Company's losses, negative cash flows from
operations, working capital deficit and its ability to pay its
outstanding liabilities through fiscal 2013 raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$3.78 million in total assets, $12.63 million in total liabilities
and a $8.85 million total stockholders' deficit.


HANDY HARDWARE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Handy Hardware Wholesale, Inc. filed with the Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------             -----------     -----------
  A. Real Property                $25,398,148
  B. Personal Property            $53,770,958
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $36,860,001
  E. Creditors Holding
     Unsecured Priority
     Claims                                          Unknown
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $40,745,084
                                 -----------      -----------
        TOTAL                    $79,169,106      $77,605,085
                                                  +Unknown

The U.S. Trustee was slated to convene a meeting of creditors
pursuant to 11 U.S.C. 341(a) on Feb. 22, 2013.

                       About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.

A seven-member official committee of unsecured creditors has been
appointed in the case.


HANDY HARDWARE: Hires Ashby & Geddes as Bankruptcy Counsel
----------------------------------------------------------
Handy Hardware Wholesale, Inc., asks the U.S. Bankruptcy Court for
permission to employ Ashby & Geddes, P.A. as counsel, nunc pro
tunc to the Petition Date.

Ashby will be compensated on an hourly basis and reimbursed for
actual, necessary expense it incurs.  Hourly rates of the firm's
professionals are:

     Professional               Position    Rates
     ------------               --------    -----
   William P. Bowden            Member      $650
   Gregory A. Taylor            Member      $500
   Amanda M. Winfree Herrmann   Member      $420
   Stacy L. Newman              Associate   $340
   Phillip Sumper               Associate   $235
   Christopher Warnick          Paralegal   $190

William P. Bowden, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.

A seven-member official committee of unsecured creditors has been
appointed in the case.


HARPER MEDICAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Harper Medical Complex, LLC
        P.O. Box 1423
        Corinth, MS 38835

Bankruptcy Case No.: 13-10657

Chapter 11 Petition Date: February 21, 2013

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  LAW OFFICES OF CRAIG M. GENO, PLLC
                  587 Highland Colony Parkway
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  E-mail: cmgeno@cmgenolaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Donald O. King, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Donald O. "Trey" King                  12-14731   11/02/12


HEARTSOUTH PROPERTIES: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------------
Debtor: HeartSouth Properties, LLC
        4 Willow Pointe, Suite 50
        Hattiesburg, MS 39402

Bankruptcy Case No.: 13-50326

Chapter 11 Petition Date: February 22, 2013

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Gulfport Divisional
       Office)

Judge: Katharine M. Samson

Debtor's Counsel: Nicholas Van Wiser, Esq.
                  P.O. Box 1939
                  Biloxi, MS 39533
                  Tel: (228) 432-8123
                  Fax: (228)432-7029
                  E-mail: nwiser@byrdwiser.com

Scheduled Assets: $4,064,095

Scheduled Liabilities: $4,122,375

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mssb13-50326.pdf

The petition was signed by F. Alan Covin, managing member.


HI-GRADE MEATS: Liquidating Agent Hires Cohne Rappaport Firm
------------------------------------------------------------
Roger G. Segal, the Liquidating Agent for Hi-Grade Meats, Inc.,
won Court authority to employ Julie A. Bryan, Esq. --
julie@crslaw.com -- and the law firm of Cohne, Rappaport & Segal,
P.C. as attorneys.  A copy of the Court's Feb. 20, 2013 Order is
available at http://is.gd/BdS8ovfrom Leagle.com.

Hi-Grade Meats, Inc., based in Salt Lake City, Utah, filed for
Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-35521) on Oct.
26, 2011.  Judge William T. Thurman oversees the case.  Anna W.
Drake P.C. -- annadrake@att.net -- served as the Debtor's counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  The petition was signed by Kenneth A.
Lipmann, president.

The case was later converted to Chapter 7.


HORIYOSHI WORLDWIDE: K. Chung Replaces M. Kojima as Pres. & CEO
---------------------------------------------------------------
Horiyoshi Worldwide, Inc., accepted the resignation of Mitsuo
Kojima from his positions of President, CEO, Treasurer and a
Director of the Company.

The Company, on Feb. 12, 2013, appointed Kerry Chung, to serve as
the Company's President, CEO and Treasurer.  Mr. Chung has
accepted that appointment, and will continue in his current role
as a member of the Board of Directors.

Mr. Chung has extensive experience in garment manufacturing and
operations management that comes from the 10 years he has spent in
apparel production in Los Angeles.  He graduated with honors from
the University of California, San Diego with a B.S. in Management
Science and holds an M.B.A. from the University of Southern
California where he specialized in Operations Consulting and
Finance.

There are no family relationships between Mr. Chung and any of the
Company's other directors or officers.

Los Angeles, Calif.-based Horiyoshi Worldwide, Inc., is a clothing
and accessories design and distribution company whose products are
inspired by the artwork of Japanese master tattoo artist Yoshihito
Nakano -- better known as Horiyoshi III.

As reported in the TCR on April 9, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Horiyoshi
Worldwide'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 accumulated losses
of $3,732,640 since inception.

The Company's balance sheet at Sept. 30, 2012, showed $2.0 million
in total assets, $1.8 million in total current liabilities, and
stockholders' equity of $191,447.


HORIZON LINES: Caspian Stake Down to 2% as of Dec. 31
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Caspian Capital LP and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
698,106 shares of common stock of Horizon Lines, Inc.,
representing 2.03% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/m6F1zH

                        About Horizon Lines

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

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

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

                            Refinancing

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

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

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

                           *     *     *

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

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


HUSTAD REAL ESTATE: 3 Firms File Ch.11, Seek Joint Administration
-----------------------------------------------------------------
Hustad Real Estate Company and two affiliates sought Chapter 11
protection in Minneapolis of Feb. 20, 2013.

Hustad Real Estate Company estimated less than $10 million in
assets and less than $50 million in liabilities.  Debtor-affiliate
Hustad Investments LP estimated less than $50 million in assets
and liabilities.  Hustad Investment Corp. estimated less than $10
million in assets and less than $50 million in liabilities.

Elizabeth R. Hustad, the president and CEO, says that the three
entities have a common management, secured lender and many of the
sale creditors and parties-in-interest.  Accordingly, they indent
to file a motion for joint administration of the Chapter 11 cases.

The Debtors are represented by Michael L. Meyer, Esq., at Ravich
Meyer Kirkman Mcgrath Nauman, in Minneapolis.

According to the docket, the Debtors are required to submit the
incomplete filings, including a complete matrix, by March 6, 2013.
Governmental entities are required to submit proofs of claim by
Aug. 19, 2013.

The Debtors' exclusive period to filing a Chapter 11 plan and
disclosure statement expires June 20, 2013.


INFUSION BRANDS: Names Shad Stastney Chairman and CSO
-----------------------------------------------------
Shad Stastney was appointed as Chairman and Chief Strategy Officer
of Infusion Brands International, Inc., by the Company's Board of
Directors on Feb. 18, 2013.  In conjunction with his appointment,
he entered into an at-will employment relationship with the
Company.  In consideration for his services, he will receive a
base salary of $175,000.

Mr. Stastney is the Chief Operating Officer and Head of Research
for Vicis Capital, LLC, a company he jointly founded in 2004.  Mr.
Stastney also jointly founded Victus Capital Management LLC in
2001.  From 1998 through 2001, Mr. Stastney worked with the
corporate equity derivatives origination group of Credit Suisse
First Boston, eventually becoming a Director and Head of the
Hedging and Monetization Group, a joint venture between
derivatives and equity capital markets.  In 1997, he joined Credit
Suisse First Boston's then-combined convertible/equity derivative
origination desk.  From 1994 to 1997, he was an associate at the
law firm of Cravath, Swaine and Moore in New York, in their tax
and corporate groups, focusing on derivatives.  He graduated from
the University of North Dakota in 1990 with a B.A. in Political
Theory and History, and from the Yale Law School in 1994 with a
J.D. degree focusing on corporate and tax law.  Mr. Stastney is a
director of a number of public and private companies.

Mr. Hughes is the Chief Financial Officer of Vicis.  He is a
Certified Public Accountant and graduated from St. John's
University in 1978 with a B.A. in Accounting.  Mr. Hughes joined
Vicis in January 2006 from International Fund Services, the fund
administrator, where he was a Managing Director in Operations
since 2001.  From 1998 to 2001, he has held various financial
roles with hedge funds including treasurer, controller and chief
financial officer.  From 1986 to 1998 Mr. Hughes worked at the
Union Bank of Switzerland (UBS) where he was a Managing Director
and the Equity Controller for North America.  Previous to UBS, Mr.
Hughes worked at Dean Witter, Merrill Lynch and McGladrey &
Pullen, LLP.  Mr. Hughes is a director of a number of companies.

In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Vicis Capital, LLC, disclosed that, as of
Feb. 18, 2013, it beneficially owns 438,502,441 shares of common
stock of Infusion Brands International, Inc., representing 91.1%
of the shares outstanding.

                      About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern
following the financial results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company has incurred
significant recurring losses from operations and is dependent on
outside sources of financing for continuation of its operations
and management is restructuring and redirecting its operating
initiatives that require the use of its available capital
resources.

The Company reported a net loss of $6.94 million on $17.94 million
of product sales in 2011, compared with a net loss of $16.07
million on $7.17 million of product sales in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $8.28
million in total assets, $11.87 million in total liabilities,
$37.88 million in redeemable preferred stock, and a $41.47 million
total shareholders' deficit.


INTEGRATED BIOPHARMA: Delays Form 10-Q for Dec. 31 Quarter
----------------------------------------------------------
Integrated BioPharma, Inc.'s quarterly report on Form 10-Q for the
quarterly period ended Dec. 31, 2012, cannot be filed within the
prescribed time period because the Company is experiencing delays
in the collection and compilation of certain information required
to be included in the Form 10-Q.  The Company's Quarterly Report
on Form 10-Q will be filed on or before the fifth calendar day
following the prescribed due date.

                     About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

The Company incurred a net loss of $2.71 million for the
year ended June 30, 2012, compared with a net loss of $2.28
million during the prior year.

"The Company has incurred recurring operating losses for six
consecutive years including an operating loss of $506 and a net
loss of $2.7 million for the year ended June 30, 2012.
Additionally, at June 30, 2011, and through the fourth quarter of
the fiscal year ended June 30, 2012, the Notes Payable in the
amount of $7.8 million, which matured on Nov. 15, 2009, were in
default and the Company's Original CD Note of $4.5 million, which
matured in February 2011, was also in default.  These factors
raised substantial doubt as to the Company's ability to continue
as a going concern at June 30, 2011, and through the third quarter
of the fiscal year ended June 30, 2012," the Company said in its
annual report for the year ended June 30, 2012.

The Company's balance sheet at Sept. 30, 2012, showed $12.17
million in total assets, $23.52 million in total liabilities and a
$11.35 million total stockholders' deficiency.


INTERSIL CORP: Revenue Decline Prompts Moody's to Cut CFR to Ba3
----------------------------------------------------------------
Moody's Investors Service downgraded Intersil Corp.'s Corporate
Family and Senior Secured rating to Ba3 from Ba2, and its
Probability of Default to B1-PD from Ba3-PD. Moody's has affirmed
the SGL-2 Speculative Grade Liquidity rating. The outlook is
stable.

Ratings Rationale:

The downgrade follows Intersil's continued revenue declines since
2010 and the announced restructuring, which Moody's believes
indicates that Intersil's product development efforts are unlikely
to produce significant revenue growth or improving profitability
over the near term.

The Ba3 CFR reflects Intersil's low operating margin of low single
digits, which is weak for the rating category. Moreover, Moody's
believes that this restructuring signals that the anticipated
revenue growth from Intersil's new products is not likely to
materialize over the near term. This is critical since Intersil
needs to find new areas of growth given its large exposure to the
declining laptop PC market and the negative impact of the weak
economy across the rest of its product portfolio. Furthermore,
Intersil's long run strategy is still in flux, since the company
has yet to select a permanent replacement for former CEO Dave
Bell, who departed in December. Moody's believes that this
strategy uncertainty will negatively impact design win efforts as
customers question Intersil's commitment to product support.

The Ba3 CFR also reflects Intersil's good liquidity and absence of
funded debt, which produces leverage metrics that are strong
relative to similarly rated peers, and Intersil's fab-lite
business model and analog product focus, which results in
comparatively low amounts of capital investment and working
capital volatility. The company expects that the restructuring
should allow Intersil to generate operating profit beyond the
current revenue run-rate of about $550 million annually.

The SGL-2 reflects Intersil's good liquidity, which includes cash
of about $164 million as of December 28, 2012 and a $325 million
undrawn revolver.

The stable outlook reflects Moody's expectation that over the next
year Intersil will generate revenues modestly above $550 million
and free cash flow (Moody's adjusted) of about negative $15
million, as cash from operations will just cover the dividend of
$62 million, and the capital expenditures of about $20 million.
Cash is likely to decline. Moody's expects that the operating cost
improvements will result in the EBITDA margin (Moody's adjusted)
improving into the double digits percent over the next year and
on-course to approximately 20% over the intermediate term. Moody's
also expects that Intersil will refrain from borrowing over the
next year.

Although a rating upgrade is unlikely in the near term, over the
intermediate term, the rating could be upgraded if Intersil
generates organic revenue growth at a pace indicating market share
expansion and generates EBITDA margins (Moody's adjusted)
sustained above 20%. Moody's would also expect that free cash flow
to debt (Moody's adjusted) would be sustained above the mid-teens
percent and the cash balance to be maintained above $200 million.

The rating could be downgraded if Moody's believes that revenues
are likely to continue to decline or the company will continue to
generate operating losses. The rating could also be downgraded if
liquidity deteriorates.

Downgrades:

Issuer: Intersil Corp.

Corporate Family Rating, Downgraded to Ba3 from Ba2

Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

Senior Secured Bank Credit Facility, Downgraded to Ba3 from Ba2

Affirmed:

Issuer: Intersil Corp.

Speculative Grade Liquidity rating of SGL-2

Outlook: Stable

The principal methodology used in this rating was the Global
Semiconductor 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.

Intersil, based in Malpitas, California, designs, manufactures,
and markets analog and mixed-signal semiconductors targeting the
computing, industrial, consumer, and communications end markets.


IQOR HOLDINGS: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on iQor Holdings Inc. to 'B' from 'B-'.  At the same time,
S&P raised the rating on subsidiary iQor US Inc.'s first-lien debt
to 'B' from 'B-', and raised the rating on the subsidiary's
second-lien debt to 'CCC+' from 'CCC'.  The outlook is stable.

"The upgrade reflects our reassessment of iQor's liquidity to
'adequate' from 'weak,' primarily as a result of the recent
amendment to the net leverage covenant under its term loan," said
Standard & Poor's credit analyst Catherine Cosentino.  The
covenant was loosened to 4.75x through June 30, 2013, and 4.25x
thereafter until Sept. 30, 2014, from the previous 4.25x through
the second quarter of 2013, and 3.875x thereafter.  With these
amendments, S&P believes that for 2013 the company will be able to
meet the leverage covenant with nearly 15% EBITDA cushion and
sources of cash will exceed uses of cash by well above 1.2x.
Previously, S&P's view was that the company was very close to a
covenant breach, in light of the very limited cushion it had under
the prior leverage covenant.  S&P has therefore revised its
liquidity assessment on iQor to adequate from weak.

In addition, the company is positioned to generate free operating
cash flow for 2012 and beyond, albeit at modest levels.  This
reflects recent financial performance and S&P's expectations that
new business in 2013 both organic and from the recent CCT Group
acquisition could contribute to revenue and EBITDA growth of as
much as 20% and 13.5%, respectively, for 2013, with more moderate
levels of mid-single-digit revenue and EBITDA growth beyond then.

The ratings on iQor reflect a financial risk assessment of "highly
leveraged," based on leverage of about 5.3x for 2012, pro forma
for full-year results for the CCT acquisition, and S&P's
expectation that leverage will remain at a comparable level for
2013, including its adjustment for operating leases, and preferred
equity treated as debt.  The company uses a large call-center
staff for both inbound and outbound credit collections and
customer care efforts under both its own name and that of its
corporate clients.  In S&P's assessment, the business risk profile
is weak, reflecting the pressures inherent in the credit
collections business, including intense global competition, low
profit margins, and high employee turnover.  S&P's view of a weak
business risk profile also recognizes that iQor is susceptible to
volume declines if a large customer decides to award a greater
share of business to a competitor.  With its acquisition of CCT
Group, the company also significantly expanded its presence in the
customer care business, which is also highly competitive and
carries low margins.

The outlook is stable.  With the receipt of recent financial
covenant amendments, S&P believes the company will be able to meet
its net leverage covenant with nearly 15% EBITDA cushion for 2013
and continue to maintain some cushion when the net leverage
covenant tightens in the second half of 2014.  In addition, iQor
is positioned to generate free operating cash flow on an on-going
basis, albeit at modest levels, given recent financial performance
and S&P's expectations that the recent equity-funded CCT Group
acquisition could contribute to revenue and EBITDA growth of as
much as 20% and 13.5%, respectively, for 2013, with more moderate
levels of mid-single-digit revenue and EBITDA growth beyond then.
S&P could raise the ratings if the company's revenue and EBITDA
growth significantly exceeds these levels, especially if this
results in leverage reaching 3x.

While S&P do not consider this likely, the company could
experience integration missteps with CCT Group, in combination
with substantially heightened competitive pricing pressures in
2013, which could result in a decline in EBITDA for the year.  If
this were to occur, iQor's EBITDA cushion under its net leverage
covenant could become so minimal as to result in S&P's
reassessment of its liquidity to "weak," which would prompt a
downgrade.  This would likely be accompanied by an increase in
gross leverage to above 6x.


ISC8 INC: Swaps 2012 Notes with $7.56 Million 2013 Notes
--------------------------------------------------------
ISC8 Inc., on Feb. 12, 2013, received Subscription Agreements from
the holders of certain Subordinated Secured Convertible Promissory
Notes issued on or after Sept. 28, 2012, pursuant to which the
2012 Notes were cancelled and exchanged for Senior Subordinated
Secured Convertible Promissory Notes in the aggregate principal
amount of approximately $7.56 million, which amount represents the
sum of the principal amounts outstanding under the 2012 Notes,
plus all accrued interest.

The 2013 Notes accrue interest at a rate of 12% per annum and
mature on July 31, 2013.  Upon the Maturity Date, all principal
and interest accrued under the 2013 Notes will be payable to each
Holder in cash.  However, the Holders may, at any time, convert
the outstanding principal balance of their respective 2013 Notes
into shares of the Company's common stock, par value $0.001, at a
conversion price equal to $0.12 per share.  The Holders may also
elect to convert the 2013 Notes into shares of Common Stock within
15 business days of the Company's consummation a Qualified
Financing.

As additional consideration for the Exchange, the Company issued
an aggregate total of approximately 15 million shares of Common
Stock to the Holders, each Holder receiving Common Stock equal in
value to 25% of the principal amount of the newly issued 2013
Notes.

In connection with the Exchange, the Company entered into a Fifth
Omnibus Amendment, dated as of Feb. 12, 2013, with the
representative of the holders of the 12% Subordinated Secured
Convertible Notes due 2015, and each of the holders of the
Promissory Notes, the 12% Senior Subordinated Promissory Notes due
2013 and the 2013 Notes, which amends and modifies the terms of
the Promissory Notes, the Senior Subordinated Notes and the
Security Agreements to permit the issuance of the 2013 Notes,
subordinate the liens securing the Promissory Notes to the 2013
Notes, and make the Senior Subordinated Notes and the 2013 Notes
rank pari passu with one another.

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders? deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $6.1 million
in total assets, $41.5 million in total liabilities, and a
stockholders' deficit of $35.4 million.


JACKSONVILLE BANCORP: Shareholders OK Issuance of New Shares
------------------------------------------------------------
Jacksonville Bancorp, Inc., held a special meeting of shareholders
on Feb. 18, 2013, at which the shareholders approved:

   (1) an amendment to the Articles of Incorporation to increase
       the number of authorized shares of Common Stock to 400
       million;

   (2) an amendment to the Articles to authorize 100 million
       shares of the new class of Nonvoting Common Stock;

   (3) the issuance of an aggregate of 100 million shares
       of Common Stock and Nonvoting Common Stock upon the
       conversion of the 50,000 outstanding shares of the
       Company's Mandatorily Convertible, Noncumulative,
       Nonvoting, Perpetual Preferred Stock, Series A;

   (4) an amendment of the 2008 Amendment and Restatement
       of the Jacksonville Bancorp, Inc. 2006 Stock Incentive
       Plan, as amended, to (i) increase the number of shares of
       Common Stock available for issuance from 180,000 to 7
       million, and (ii) eliminate certain minimum vesting
       conditions for awards of restricted stock and restricted
       stock units;

   (5) an amendment to the Articles, to be implemented in
       the Board's discretion, to effect a reverse stock split of
       the Company's outstanding Common Stock and Nonvoting Common
       Stock (if any) at a ratio of up to 1-for-20, the exact
       split ratio to be determined in the sole discretion of the
       Board; and

   (6) the grant of discretionary authority to the persons named
       as proxies to adjourn the special meeting of shareholders
       to a later date, if necessary, to permit further
       solicitation of proxies.

On Feb. 19, 2013, the 50,000 outstanding shares of the Company's
Series A Preferred Stock automatically converted into an aggregate
of 47,640,000 shares of Common Stock and 52,360,000 shares of
Nonvoting Common Stock.  The Conversion was based on a conversion
price of $0.50 per share and a conversion rate of 2,000 shares of
Common Stock or Nonvoting Common Stock for each share of Series A
Preferred Stock outstanding.  No shares of the Series A Preferred
Stock remain outstanding as a result of the Conversion.

On Feb. 19, 2013, Jacksonville amended its Amended and Restated
Articles of Incorporation, as amended, to (i) increase the number
of authorized shares of the Company's common stock, par value
$0.01 per share, to 400 million, and (ii) authorize 100 million
shares of a new class of nonvoting common stock of the Company,
par value $0.01 per share.

                    About Jacksonville Bancorp

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

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

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

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


JOURNAL REGISTER: Buyer Will Have Final Say on Employee Roster
--------------------------------------------------------------
Luther Turmelle, writing for the Journal Register News Service,
reports a letter has been sent to all of the Journal Register
Co.'s employees mid-February explaining that when 21st Century CMH
Acquisition Co. completes its acquisition of Journal Register, it
will be up to the new owner which existing employees it wants to
hire.  The completion of the sale is expected to occur on or about
April 17.

CMH Acquisition is a subsidiary of Alden Global Capital LLC, which
now owns Journal Register.

"The notices sent to all Journal Register Company employees --
from part-time staffers to managers to the executive team -- are
the next step in the company's ongoing sale process," said
Jonathan Cooper, vice president of media relations and employee
communication for Digital First Media, which jointly manages JRC
and MediaNews Group, the report relates.  "Journal Register
Company's leadership team cannot speak on behalf of the new owner,
but has continually expressed to the purchaser that a competent
and competitive workforce is critical to the company's success
moving forward."

According to the report, the notices to workers come after the
auction of Journal Register concluded, with CMH Acquisition Co.
bidding $122.15 million.  The report also notes Mr. Cooper would
not comment on whether the company's employees would have to
reapply for their jobs.

According to reporting by the Troubled Company Reporter, no other
bids were received during the auction.

                      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: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Jump Oil Company, Inc.
        1015 Madison Street
        Jefferson City, MO 65101

Bankruptcy Case No.: 13-41130

Chapter 11 Petition Date: February 14, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Benjamin K. Westbrook, Esq.
                  GOLDSTEIN & PRESSMAN, P.C.
                  10326 Old Olive Street Road, Suite 101
                  St. Louis, MO 63141
                  Tel: (314) 727-1717
                  Fax: (314) 727-1447
                  E-mail: bkw@goldsteinpressman.com

                         - and ?

                  Norman W. Pressman, Esq.
                  GOLDSTEIN & PRESSMAN, P.C.
                  10326 Old Olive Street Road, Suite 101
                  St. Louis, MO 63141
                  Tel: (314) 727-1717
                  E-mail: nwp@goldsteinpressman.com

Debtor's
Financial
Advisor:          MATRIX PRIVATE EQUITIES, INC.

Debtor's
Financial
Consultants:      HNWC

Debtor's
Accountants:      WOLFF & TAYLOR, P.C.

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

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

The petition was signed by Steven Miltenberger, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cricle K                           --                   $5,000,000
1130 W. Warner Road
Tempe, AZ 85284

ConocoPhillips                     --                   $3,172,283
25910 Network Place
Chicago, IL 60673-1259

Shell                              --                     $250,000
P.O. Box 7247-6190
Philadelphia, PA 19170-6190

Pepsi Cola                         --                     $127,816

W O Smith                          Judgment                $65,323

Bryant & Blount Oil Company        Judgment                $62,500

Arkansas Valley Petroleum LLC      Judgment                $28,517

Strafford McDonald's               --                      $12,785

Acron, Inc.                        --                      Unknown

Anthem Blue Cross/Blue Shield      --                      Unknown

ARS                                --                      Unknown

AT&T Mobility                      --                      Unknown

C&S Business Services              --                      Unknown

Callaway Electric Cooperative      --                      Unknown

Century Lint-TX                    --                      Unknown

City Utilities of Springfield      --                      Unknown

Crist & Burris, Inc.               --                      Unknown

Empire District Electric Company   --                      Unknown

Engineering Surveys & Services     --                      Unknown

Environmental Works                --                      Unknown


LA JOLLA: RTW Investments Discloses 9% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, RTW Investments, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
1,489,878 shares of common stock of La Jolla Pharmaceutical
Company representing 9.99% of the shares outstanding.  RTW
Investments did not own shares of common stock as of Dec. 31,
2011.  A copy of the amended filing is available at:

                        http://is.gd/uNF8IU

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.40 million in total assets, $12.93 million in total
liabilities, all current, $5.80 million in Series C-1 redeemable
convertible preferred stock, and a $15.33 million total
stockholders' deficit.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.


LA JOLLA: Tang Capital Discloses 9% Equity Stake at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Tang Capital Partners, LP, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
1,507,319 shares of common stock of La Jolla Pharmaceuticals
Company representing 9.9% of the shares outstanding.  Tang Capital
previously reported beneficial ownership of 8,327,088 common
shares or a 9.9% equtiy stake at Dec. 31, 2011.  A copy of the
amended filing is available at http://is.gd/gVCbCg

                  About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.40 million in total assets, $12.93 million in total
liabilities, all current, $5.80 million in Series C-1 redeemable
convertible preferred stock, and a $15.33 million total
stockholders' deficit.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.


LEHMAN BROTHERS: Court OKs LBI Settlement With ICAP Securities
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement
between Lehman Brothers Inc.'s trustee and a group led by ICAP
Securities Ltd.  Under the deal, ICAP group agreed to pay $500,000
to the trustee to settle their dispute over the transfer of more
than $6.2 million made by the Lehman brokerage to the group before
it was put into liquidation.  The agreement is available for free
at http://is.gd/Yeukl0

Meanwhile, the U.S. Bankruptcy Court approved an agreement, which
requires Lehman Brothers Holdings Inc.'s brokerage arm to return
$5 million worth of notes and another $800,000 to Highbridge
International LLC.  A copy of the agreement is available without
charge at http://is.gd/Xe7ub9

                    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: Drops Bid to Assume 80 Contracts
-------------------------------------------------
Lehman Brothers Holdings Inc. withdrew its application to assume
more than 80 contracts.  A list of the contracts can be accessed
for free at http://is.gd/My50Zk

In connection with Lehman's decision, Aberdeen Fund Management
Ltd., Aberdeen Asset Management Investment Services Ltd., Aberdeen
Asset Managers Ltd. and a group of trustees for debt holders led
by The Bank of New York Mellon dropped their objections to the
assumption of the contracts.

                    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: Spanish Broadcasting Defends Claim
---------------------------------------------------
Joseph Garcia, the chief financial officer of Spanish
Broadcasting System, Inc., filed a declaration in support of the
amended proof of claim of Spanish Broadcasting against Lehman
Brothers Holdings Inc. and its affiliates.

Spanish Broadcasting and Lehman Commercial were parties to a First
Lien Credit Agreement, dated June 10, 2005, which included a term
loan facility of $325 million and a revolving credit facility of
$25 million.  In October 2008, Spanish Broadcasting submitted a
$25 million draw request under the revolving credit facility.
While other lenders funded $15 million of the Draw, Lehman
Commercial failed to fund its $10 million portion of the Draw, Mr.
Garcia recounts.

As a result of Lehman Commercial's failure to fund, S&P and
Moody's both downgraded Spanish Broadcasting, Mr. Garcia says.
Hence, he contends, Spanish Broadcasting suffered damages as a
direct result of Lehman Commercial's failure to fund its portion
of the Draw.  He also argues that because of that failure,
Spanish Broadcasting, among other things, paid millions in
damages to Lehman Commercial's affiliate for the termination of a
swap agreement.

Therefore, Mr. Garcia asserts that Spanish Broadcasting should be
permitted to pursue its claims against the Debtors, including the
Total Invested Capital Damages, the Swap Termination Damages and
the Fee Damages.

                    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: Stipulation Over Drawbridge Claim Approved
-----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement,
which calls for the amendment of Drawbridge Global Macro Master
Fund Ltd.'s claim against Lehman Brothers Holdings Inc.

Drawbridge filed a claim in the sum of $120,365,128, which stems
from a guarantee signed on November 27, 2002 and another
guarantee signed by the executive committee of Lehman's board of
directors.

Under the deal, Drawbridge can only assert a claim of $25,623,204
against the company with respect to the 2002 guarantee.  Lehman
also agreed to withdraw the subpoena it served against the fund.
The agreement can be accessed for free at http://is.gd/tWv13S

The subpoena was served on July 23, 2012, to force Drawbridge to
turn over certain documents to Lehman's attorneys as part of its
investigation of companies involved in various Lehman deals.

                    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: Wins Interim Approval to Use Cash Collateral
-------------------------------------------------------------
ATLS Acquisition, LLC, et al., entities that own the Liberty
Medical diabetics supply business, obtained interim approval to
use cash collateral.

The bankruptcy judge granted the Debtors' motion on an emergency
and interim basis.  A final hearing on the use of cash collateral
is slated for March 14, 2013, at 2:00 p.m.  Objections are due
March 11, 2013, at 4:00 p.m.

The Debtors said in their cash collateral motion filed Feb. 16
that they currently are not seeking postpetition financing.  Thus,
cash collateral is the Debtors' sole source of funding for their
operations and the costs of administering the chapter 11 process.

In consideration of the use of cash collateral, the Debtors will
grant prepetition lender Alere Inc. adequate protection in the
form of:

  -- additional and replacement security interests in and liens
     upon the Debtors' prepetition and postpetition real and
     personal, tangible and intangible property and assets, and
     causes of action;

  -- an allowed super-priority administrative expense claim
     against each Debtor; and

  -- periodic interest payments to Alere at the default rate
     provided for in the Promissory Note.

At the final hearing, the bankruptcy judge will also consider
approval of the Debtors' request for a finding that recoupment
payments by the Center for Medicare and Medicaid Services ("CMS")
are stayed.  The Debtors have partly blamed its woes on the CMS's
insistence on recouping substantial monthly amounts in connection
with the disputed post-pay audits from 2008, 2009 and 2010.  The
Debtors believe that the post-pay audit obligations asserted
by CMS are substantially overstated.  The Debtors are requesting a
stay of recoupment pending trial.

On the Petition Date, debtor FGST Investments, Inc., was obligated
under a Promissory Note dated December 3, 2012, in favor of Alere,
Inc.  As of the Petition Date, the amount owing under the
Promissory Note was $40 million principal amount plus any accrued
and unpaid interest or other amounts owing thereunder.  Each of
the other Debtors guaranteed all of the obligations under the
Promissory Note.  The promissory note and guaranty are secured by
liens on the cash and cash equivalents of the Debtors, as well as
substantially all of the Debtors' assets.

The Debtors have said that as of the Petition Date, they had
$35 million of cash on hand, $97 million of current accounts
receivable, and $21 million of inventory.  As a result, the
current assets of the Debtors substantially exceed the amount of
the obligations owing under the Promissory Note.  Moreover, the
Debtors have additional assets with substantial value that also
provide protection to Alere's secured claim.

                       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 have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent for the
Clerk of the Bankruptcy Court.


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

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

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

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

The Court will consider approval of a separate application to hire
Epiq as administrative advisor at a hearing on March 14, 2013 at
2:00 p.m.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors filed applications to employ Greenberg Traurig, LLP as
counsel; Ernst & Young LLP to provide investment banking advice;
and Epiq Bankruptcy Solutions, LLC as claims and noticing agent
for the Clerk of the Bankruptcy Court.


LIBERTY MEDICAL: Has Approval to Pay $1.2-Mil. to Critical Vendors
------------------------------------------------------------------
The Bankruptcy Court entered an interim order authorizing ATLS
Acquisition, LLC, et al., entities that own the Liberty
Medical diabetics supply business, to pay all or a portion of the
prepetition claims of certain critical vendors.

The Debtors said they need to pay the critical vendors so as not
to risk an unnecessary interruption of services to their
customers.  The Debtors have undertaken a thorough review of their
accounts payable and their list of prepetition vendors to identify
those vendors who are uniquely critical to the operations.

The interim order provides that payments for prepetition claims of
critical vendors will not exceed $1.2 million, pending a final
hearing on the motion.

A final hearing on the motion is scheduled for March 14, 2013 at
2:00 p.m.  Objections are due March 11, 2013 at 4:00 p.m.

The Debtors estimate the maximum amount needed to pay the
prepetition claims of critical vendors is $4,000,000.  Critical
vendors that accept the payments will be required to transact
business with the Debtors in accordance with existing trade terms.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is 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 have tapped 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.


LIFECARE HOLDINGS: Seeks to Hire Chris Walker as CFO
----------------------------------------------------
BankruptcyData reported that LifeCare Holdings filed with the U.S.
Bankruptcy Court a motion to retain Chris Walker as chief
financial officer, effective as of February 19, 2013.

The BankruptcyData report also related that the Company also filed
a motion to shorten notice under Bankruptcy Code Sections 102 and
105, Bankruptcy Rules 2002 and 9006(c) and Local Rule 9006-1(e).

The motion explains, "The Debtors believe that Mr. Walker remains
an excellent candidate who possesses specialized expertise in the
long-term acute care (LTAC) industry, significant institutional
knowledge and proven leadership qualities. He will be able to step
into the role of CFO immediately. In addition, the retention of
Mr. Walker represents a significant cost savings from the expenses
currently being incurred by the Debtors for the services of the
Interim CFO," the report said, citing court documents.

                     About LifeCare Hospitals

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

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

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

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

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

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


LINKLINE COMMUNICATIONS: Case Summary & 20 Top Unsec. Creditors
---------------------------------------------------------------
Debtor: Linkline Communications, Inc.
        P.O. Box 728
        Rancho Cucamonga, CA 91729

Bankruptcy Case No.: 13-13147

Chapter 11 Petition Date: February 22, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Scott C. Clarkson

Debtor's Counsel: Thomas E. Kent, Esq.
                  LAW OFFICES OF THOMAS E. KENT
                  2600 W. Olive Avenue, 5th Floor
                  Burbank, CA 91505
                  Tel: (818) 679-6714
                  Fax: (818) 396-8851
                  E-mail: tekesq@gmail.com

Estimated Assets: Not Stated

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/cacb13-13147.pdf

The petition was signed by G. Steven Caster, president.


LINN ENERGY: S&P Puts 'B+' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services said it placed all ratings on
Linn Energy LLC, including the 'B+' corporate credit rating, on
CreditWatch with positive implications, and all ratings on Berry
Petroleum Co., including the 'BB-' corporate credit rating, on
CreditWatch with negative implications.

"The rating actions follow Linn Energy's announcement that it will
acquire Berry for a total consideration of $4.3 billion, including
Berry's existing debt," said Standard & Poor's credit analyst Paul
Harvey.

The transaction will be structured as a stock-for-stock merger and
is expected to close on or before June 30, 2013.

The CreditWatch positive placement of the ratings on Linn Energy
reflects the potential for a one-notch upgrade to 'BB-' from 'B+'.
It also reflects the potential for S&P to raise its rating on Linn
Energy's unsecured debt, pending an assessment of the resulting
capital structure after the acquisition closes.

Resolution of the CreditWatch negative placement of the ratings on
Berry Petroleum will depend both on the ultimate corporate credit
rating on Linn Energy, as well as Berry's position in the
resulting capital structure.

S&P expects to resolve the CreditWatch placements around the close
of the acquisition, expected on or before June 30, 2013.


LINN ENERGY: Moody's Retains B1 CFR; Outlook Is Developing
----------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
at LINN Energy, LLC; the B2 senior unsecured notes rating and
changed the outlook to developing from negative. Moody's also
placed all of the ratings at Berry Petroleum Company (Berry, Ba3
stable) on review for downgrade. These rating actions were
prompted by LINN Energy, LLC's and LinnCo, LLC's (LNCO, unrated)
agreement to acquire Berry in a stock-for-stock deal valued at
approximately $4.3 billion, including the assumption of debt.

"The developing outlook at LINE reflects the benefit of added
size, scale and low-decline, liquids-focused assets acquired from
Berry Petroleum," stated Michael Somogyi, Moody's Vice President -
- Senior Analyst. "The continued aggressive pace of acquisitions
by LINE, however, further accentuates execution and integration
risk." The ratings review at Berry reflects its acquisition by a
lower-rated, higher-leveraged entity and an evolving capital
structure.

Under terms of the merger agreement, LNCO will issue 1.25 shares
for each common share of Berry, valuing Berry at $46.24 per share
or approximately $2.5 billion. Including the assumption of $1.7
billion debt, the total transaction value stands at approximately
$4.3 billion. Upon closing of the acquisition, LNCO will convert
Berry into an LLC and contribute all of Berry's assets to LINE in
exchange for LINE units. The transaction is expected to close on
or before June 30, 2013 and is subject to LNCO and Berry
shareholder approvals, LINE unitholders approval and customary
closing conditions.

Issuer: LINN Energy, LLC

Corporate Family Rating, Affirmed B1

Senior Unsecured Regular Bond/Debentures, Affirmed B2

Outlook, changed to Developing from Negative

Issuer: Berry Petroleum Company

Outlook, placed on Review for Downgrade

Ratings Rationale:

LINE's B1 CFR reflects its relatively large reserve base and
production scale across a diverse set of basins. This operating
profile is tempered by its aggressive debt-financed growth
strategy and resulting high leverage profile.

Moody's rating review of Berry will focus on the combined
companies' cash flow generating capacity to support increased
distributions planned from LINE and the higher consolidated debt
balance post close of the transaction. The review will also
consider the ultimate placement of Berry's debt within the LINE
and LNCO corporate structure and whether LINE guarantees Berry's
debt. If Berry debt is not guaranteed or refinanced, Moody's will
evaluate the level of financial disclosure available in order to
maintain a rating on Berry following the acquisition.

LINE's business strategy is to maximize cash flows from a growing
portfolio of long-lived, mature oil and natural gas assets. The
company is leveraging its unique corporate structure to acquire
and exploit assets through an active acquisition strategy. LINE is
structured as a limited liability company while retaining the
corporate tax exception and high distribution characteristics of a
Master Limited Partnership given its qualification for partnership
treatment. LINE expanded its investor base with the IPO of LNCO in
October 2012 that effectively serves as a C-Corp wrapper for LINE
while increasing equity raising capabilities.

Reflective of this acquisitive growth strategy, LINE closed four
acquisitions in 2012 for approximately $2.9 billion. LINE ended
2012 with a total proved reserve base of approximately 800 million
barrels of oil equivalent (boe), up 42% from year-ago 2011 while
growing production volumes by over 80% year-over-year to end 2012
at approximately 112,300 boe per day.

The acquisition of Berry is projected to increase LINE's total
proved reserve base by 34% to approximately 1,100 million boe and
raise production volumes by 35% to approximately 152,300 boe per
day while shifting LINE's production mix to over 56% crude
compared to 49% at year-end 2012. Still, net against $7.7 billion
in pro-forma debt, Moody's projects LINE's consolidated leverage
profile to remain above $50,000 per boe on an average daily
production basis and over $12 per boe on a proved developed (PD)
reserve basis.

The principal methodology used in this rating was the Global
Independent Exploration and Production 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.

LINN Energy, based in Houston, Texas, operates portfolio of assets
located in California, Permian, Mid-Continent, Michigan and
Williston (Bakken) Basins. Berry Petroleum Company, headquartered
in Denver, Colorado, is an independent oil and gas producer with
reserves and producing assets concentrated in California, Permian
Basin and the Rockies / Uinta Basin. The combined company will be
based in Houston.


LIQUIDMETAL TECHNOLOGIES: BofA Ceased as 5% Owner 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 Liquidmetal Technologies Inc.
Bank of America previously reported beneficial ownership of
7,401,187 common shares or a 5.5% equity stake as of Dec. 30,
2011.  A copy of the amended filing is available at:

                        http://is.gd/XpziX5

                    About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company's balance sheet at Sept. 30, 2012, showed
$10.93 million in total assets, $15.68 million in total
liabilities and a $4.75 million total shareholders' deficit.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.


MADISONVILLE ASSOCIATES: Case Summary & 5 Unsecured Creditors
-------------------------------------------------------------
Debtor: Madisonville Associates, LLC
        dba Marketplace Shopping Center
        P.O. Box 1157
        Arden, NC 28704

Bankruptcy Case No.: 13-10867

Chapter 11 Petition Date: February 21, 2013

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

Judge: Shelley D. Rucker

Debtor's Counsel: Richard T. Klingler, Esq.
                  KENNEDY, KOONTZ & FARINASH
                  320 N. Holtzclaw Avenue
                  Chattanooga, TN 37404-2305
                  Tel: (423) 622-4535
                  E-mail: rtklingler@kkflawfirm.com

Scheduled Assets: $1,950,663

Scheduled Liabilities: $925,502

A copy of the list of five largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb13-10867.pdf

The petition was signed by Ken Jackson, member manager.


MAFAB INC: Chapter 11 Case Summary & Unsecured Creditor
-------------------------------------------------------
Debtor: MAFAB, Inc.
        11172 Western Avenue
        Stanton, CA 90680
        Tel: (714) 893-0551

Bankruptcy Case No.: 13-11617

Chapter 11 Petition Date: February 22, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Catherine E. Bauer

Debtors' Counsel: Michael H. Weiss, Esq.
                  WEISS & SPEES
                  1925 Century Park E., Suite 650
                  Los Angeles, CA 90064
                  Tel: (424) 245-3100
                  Fax: (424) 245-3101
                  E-mail: mw@weissandspees.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Modern Alloys, Inc.                     13-11637
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Ronald Grey, president.

A. MAFAB, Inc.'s list of its largest unsecured creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Law Office of Paul Johnson         Professional Fee       $6,668
284445 Yosemite Road
Trabuco Canyon, CA 92679

B. A copy of Modern Alloys' list of its 13 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/cacb13-11637.pdf


MAJESTIC STAR: Entergy Claims for Meter-Reading Errors Barred
-------------------------------------------------------------
Bankruptcy Judge Kevin Gross denied motions filed by Entergy
Mississippi, Inc., in the Chapter 11 cases of Majestic Holdco,
LLC, et al., for:

     -- enlargement of time to file proof of claim; and
     -- enlargement of time and payment of an administrative
        expense.

Entergy and Barden Mississippi Gaming, LLC, one of the Debtor
subsidiaries, are parties to a still-existing service agreement
whereby Entergy provides electricity to Barden's Robinsville,
Mississippi casino.  On April 7, 2003, Entergy installed a new
electric meter to measure the Casino's power consumption.  Nine
years later, on April 17, 2012, Entergy discovered meter-reading
errors at an identical meter at a different site.  After noticing
these errors, Entergy performed a non-standard test on the
Casino's meter, discovering the meter had under-represented the
Casino's electricity usage since installation.  Thus, for nine
years, Entergy undercharged the Casino a total of $1,102,864 for
electricity.  Due to its error, Entergy manually audited all of
Barden's invoices, resulting in a five-month delay in filing its
Motions to Enlarge.

On Sept. 6, 2012, Entergy moved for enlargement of time to file a
proof of claim for $421,417 in prepetition reimbursement for the
three years immediately preceding the Debtors' petition date.
Mississippi's three-year statute of limitations prevents Entergy
from seeking all of its losses.  Entergy also asks for leave to
file a claim for $218,670 in postpetition administrative expenses.

Entergy admits the Motions to Enlarge are late-filed, but asserts
its neglect is excusable because it discovered the malfunctioning
meter after the Claims Bar Date and only after it discovered a
problem with a similar meter.  Entergy also argues it has suffered
tremendous financial loss and should be allowed to file its late
claims to collect what it can.

The Debtors argue Entergy's neglect is of its own doing, and while
unfortunate, is not excusable.

Judge Gross notes that Entergy's pre-petition claim is $421,417
and its administrative payments claim is $218,670.  While
Entergy's prepetition claim may only generate pennies on the
dollar, its administrative payments claim, if allowed, must be
paid in full.  These claims, the judge points out, have an adverse
impact on the case administration and may affect payments to other
creditors.

Judge Gross also rules that the fact the proceedings are at their
waning stage weighs against allowing the claims.  The Debtors'
reorganization plan took effect on Dec. 1, 2011. Entergy filed its
motion on Sept. 6, 2012, more than 18 months after the Debtors'
plan was confirmed, and three weeks before most of the Debtors'
cases were closed.  Moreover, the Debtors already negotiated an
aggregate unsecured claims pool of $1 million from which
creditors' unsecured claims would be paid.  Adding Entergy's
$421,417.23 claim to the pool reduces the amount of money
available to other unsecured creditors.

A copy of the Court's Feb. 21, 2013 Opinion is available at
http://is.gd/BRCU9vfrom Leagle.com.

                         About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Inc., on June 7, 1996.
The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on November 23, 2009.  The Company's
affiliates -- The Majestic Star Casino II, Inc., The Majestic Star
Casino Capital Corp., Majestic Star Casino Capital Corp. II,
Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC,
Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

The Majestic Star Casino's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.

Kirkland & Ellis LLP served as the Debtors' bankruptcy counsel.
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, served as the
Debtors' Delaware counsel.  Xroads Solutions Group, LLC, acted as
the Debtors' financial advisor, while EPIQ Bankruptcy Solutions
LLC served as the Debtors' claims and notice agent.


MARINA BIOTECH: Files 3rd Amendment to Form S-1 Prospectus
----------------------------------------------------------
Marina Biotech, Inc., filed an amended Form S-1 with the U.S.
Securities and Exchange Commission relating to the offering of up
to 5,000 units, with each unit consisting of (i) one share of
Series [__] convertible preferred stock and (ii) a warrant to
purchase up to 4,000 shares of the Company's common stock at an
exercise price of $0.25 per share.

The Company is are also offering up to 20,000,000 shares of its
common stock issuable upon conversion of all of the shares of
Series [__] convertible preferred stock included in the units and
up to 20,000,000 shares of the Company's common stock issuable
upon exercise of all of the warrants included in the units.  The
purchase price per unit will be $___.  Subject to certain
ownership limitations, the Series [__] convertible preferred stock
is convertible at any time at the option of the holder into shares
of the Company's common stock at a conversion price of $0.25 per
share.

The Company has retained Dawson James Securities, Inc., to act as
exclusive placement agent in connection with this offering and to
use its "best efforts" to arrange for the purchase of the units.

The Company's common stock is traded on the OTC Pink tier of the
OTC Markets under the symbol "MRNA".  On Feb. 12, 2013, the last
reported sale price for the Company's common stock as reported on
the OTC Pink was $0.31 per share.

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

                        http://is.gd/1ULEye

                       About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

The Company reported a net loss of $29.42 million in 2011,
compared with a net loss of $27.75 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $8.01
million in total assets, $10.36 million in total liabilities and a
$2.35 million total stockholders' deficit.

"The market value and the volatility of our stock price, as well
as general market conditions and our current financial condition,
could make it difficult for us to complete a financing or
collaboration transaction on favorable terms, or at all.  Any
financing we obtain may further dilute the ownership interest of
our current stockholders, which dilution could be substantial, or
provide new stockholders with superior rights than those possessed
by our current stockholders.  If we are unable to obtain
additional capital when required, and in the amounts required, we
may be forced to modify, delay or abandon some or all of our
programs, or to discontinue operations altogether.  Additionally,
any collaboration may require us to relinquish rights to our
technologies.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern."

"Although we have ceased substantially all of our day-to-day
operations and terminated substantially all of our employees, our
cash and other sources of liquidity may only be sufficient to fund
our limited operations until the end of 2012.  We will require
substantial additional funding in the immediate future to continue
our operations.  If additional capital is not available, we may
have to curtail or cease operations, or take other actions that
could adversely impact our shareholders," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


MDU COMMUNICATIONS: Incurs $136,500 Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
MDU Communications International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $136,503 on $6.02 million of revenue
for the three months ended Dec. 31, 2012, as compared with a net
loss of $2.03 million on $6.94 million of revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $18.09
million in total assets, $30.87 million in total liabilities and a
$12.77 million total stockholders' deficiency.

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

                        http://is.gd/0lXaxr

                      About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for 2012, compared with a net loss of $7.4 million on
$27.9 million of revenue for 2011.

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


MEG ENERGY: S&P Revises Outlook to Negative & Affirms 'BB' CCR
--------------------------------------------------------------
Standard & Poor's Rating Services revised the outlook on Calgary,
Alta.-based MEG Energy Corp. to negative from stable.  At the same
time, Standard & Poor's affirmed its 'BB' long-term corporate
credit rating on MEG, and its 'BBB-' senior secured debt rating on
the company's term loan, following its announced intention to
increase the term loan amount by US$300 million.  Standard &
Poor's also affirmed its 'BB' senior unsecured debt rating on
MEG's US$750 million and US$800 million senior unsecured debt
maturing in 2021 and 2023, respectively.  The '1' and '3' recovery
ratings on the senior secured and senior unsecured debt,
respectively, are unchanged, and represent our expectation of very
high (90%-100%) and meaningful (50%-70%) recovery in a default
scenario, respectively.

Although MEG's operating performance remains in the top decile of
its steam-assisted gravity drainage (SAGD) peer group, market
pricing dynamics have pressured the company's cash flow
generation.  S&P believes the transportation demand and supply
imbalance, which has caused price differentials for all grades of
Canadian crude to widen beyond historical peaks, will persist
through 2013; therefore, S&P expects the oil sands sector's
revenues and cash flow generation will remain weak during this
period.  Given the price discounts for Canadian bitumen production
and the high costs for diluent feedstock, S&P believes oil sands-
focused producers will experience continued weakness in cash flow
generation through 2013.  The company's recently announced
transportation initiatives could alleviate current pricing
pressures; however, S&P do not have sufficient information
regarding the scope and timing of this to factor it into S&P's
financial forecasts.

"MEG's gross debt levels have increased at a time when market
pricing dynamics have adversely affected cash flow, so the
company's cash flow protection metrics have weakened
substantially," said Standard & Poor's credit analyst Michelle
Dathorne.  Although S&P believes MEG's industry leading operating
efficiency and cash operating cost profile (excluding diluent
costs) will likely remain among the best in the oil sands sector,
its strong cost profile will not insulate it against the market
pricing pressures.  "As a result, we believe there is some risk
that the company will not be able to generate sufficient
incremental cash flow to offset the deteriorating effects on its
cash flow protection metrics its increasing debt will cause,"
Ms. Dathorne added.

The ratings on MEG reflect Standard & Poor's assessment of the
company's weak cash flow generation, below-average profitability
(as measured by its return on capital employed) as it proceeds
with its multistage SAGD project development, and exposure to
discounted crude oil prices.  In S&P's opinion, MEG's large
resource base and high recovery rates, good visibility to long-
term production growth, and a competitive SAGD full-cycle cost
profile offset these weaknesses.

"In our opinion, the company's large in-situ oil sands resource
base, which includes an estimated 2.6 billion barrels of proven
and probable bitumen reserves and 3.4 billion barrels of best
estimate contingent resources, are the strongest credit factors in
our assessment of the company's business risk profile.  We believe
this vast resource base provides good visibility to long-term
production growth.  Although variations in reservoir quality could
affect recovery rates, production economics, and profitability,
the Christina Lake properties are widely acknowledged as among the
best in the in-situ oil sands fairway," S&P said.

The negative outlook reflects Standard & Poor's concern that,
despite its expectation that MEG will continue its effective cost-
management of the multistage Christina Lake SAGD in-situ oil sands
development projects, the company might not improve its cash flow
generation sufficiently to fully offset its increased gross debt
levels.  If current market pricing dynamics persist, and Standard
& Poor's hydrocarbon price assumptions are realized, MEG's fully
adjusted FFO-to-debt and debt-to-EBITDA will remain outside the
levels S&P deems appropriate for the 'BB' rating.  If the company
cannot strengthen these metrics, such that FFO-to-debt increases
above 10% and debt-to-EBITDA falls below 5x, S&P would lower the
corporate credit rating to 'BB-'.  Conversely, if it improved its
cash flow protection metrics to these levels within the next 24
months, S&P would revise the outlook to stable.


METAL SERVICES: S&P Retains 'B' Rating After $25MM Borrowings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' issue-level
rating on Metal Services LLC's existing $275 million first-lien
term loan due 2017 is unchanged after $25 million of incremental
borrowings.  Metal Services is a subsidiary of Phoenix Services
International LLC and is the borrower under the term loan.  The
'3' recovery rating indicates S&P's expectation for "meaningful"
(50%-70%) recovery in the event of default.

Privately-held Phoenix Services provides steel mill services
including the handling and processing of slag, a byproduct of
steel production.  S&P expects the incremental borrowings to push
leverage toward the upper end of the 4x to 5x range, higher than
S&P previously estimated but still consistent with "aggressive"
financial risk and the 'B' corporate credit rating.  The company
will use the incremental proceeds for capital investment related
to a new services contract at a stainless steel mill.  The new
contract helps diversify a customer base that S&P continues to
view as highly concentrated.

Ratings List
Phoenix Services International LLC
Corporate credit rating               B/Stable/--

Metal Services LLC
US$275 mil bank ln due 06/30/2017     B
Recovery rating                       3


MGM RESORTS: Incurs $1.2 Billion Net Loss in Fourth Quarter
-----------------------------------------------------------
MGM Resorts International reported a net loss attributable to the
Company of $1.22 billion on $2.29 billion of revenue for the three
months ended Dec. 31, 2012, as compared with a net loss
attributable to the Company of $113.69 million on $2.29 billion of
revenue for the same period during the prior year.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $1.76 billion on $9.16 billion
of revenue, as compared with a net loss attributable to the
Company of $3.11 billion on $7.84 billion of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $26.28
billion in total assets, $18.16 billion in total liabilities and
$8.11 billion in total stockholders' equity.

"2012 was a transformational year for MGM Resorts International
highlighted by major improvements in our financial position,
significant progress on future growth opportunities and
strengthening of our company culture.  We closed the year with
strong fourth quarter results driven by a 5% increase in wholly
owned domestic resorts EBITDA," said Jim Murren, MGM Resorts
International Chairman and CEO.  "We are off to a great start in
2013, with our Cotai land recently gazetted, a $500 million
special dividend announced by MGM China, and solid events thus far
in Las Vegas including Super Bowl and Chinese New Year."

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

                        http://is.gd/nIN1H4

                       Stipulation Amendment

Effective Feb. 13, 2013, MGM Resorts, the New Jersey Division of
Gaming Enforcement, Marina District Development Company LLC and
Boyd Gaming Corporation entered into an amendment with respect to
the Company's Stipulation of Settlement with the DGE.

The Amendment allows the Company to re-apply to the New Jersey
Casino Control Commission for licensure in New Jersey.

Prior to the Amendment, the settlement agreement mandated the sale
of the Company's 50% economic interest in Borgata Hotel Casino &
Spa, which is held in trust, by March 2014.  The Company had the
right to direct the sale through March 2013, subject to approval
of the CCC, and the trustee was responsible for selling the trust
property during the following 12-month period.  The Amendment
defers expiration of these periods pending the outcome of the
licensure process.  If the CCC denies the Company's licensure
request, then the Divestiture Period will immediately end, and the
Terminal Sale Period will immediately begin, which will result in
the Company's Borgata interest being disposed of by the trustee
pursuant to the terms of the settlement agreement.  Boyd owns the
other 50% of Borgata and also operates the resort.

All other material terms of the settlement agreement remain
unchanged.

                         About MGM Resorts

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

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

                        Bankruptcy Warning

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

                           *     *     *

In December 2012, Moody's Investors Service affirmed the
company's B2 Corporate Family and Probability of Default ratings,
Ba2 senior secured ratings, B3 senior unsecured ratings, and
(P)Caa1 senior subordinated ratings.  MGM has an SGL-3 Speculative
Grade Liquidity rating and a stable rating outlook.

The stable rating outlook reflects Moody's view that the Las Vegas
Strip (which represents between 75%-80% of wholly owned domestic
property EBITDA) will continue a slow recovery path that will
boost EBITDA in the mid-single digits, and that MGM will use cash
distributions received from its Macau subsidiary to reduce debt
resulting in improving credit metrics.

Given MGM's high leverage, Moody's does not expect upward rating
momentum. However, MGM's ratings could be raised if the Las Vegas
Strip's recovery gains greater momentum -- particularly sustained
growth in gaming revenue, and if the company can improve
debt/EBITDA materially. The ratings could be downgraded if
improving operating conditions in Las Vegas stall and leverage and
coverage deteriorates.


MOORE FREIGHT: Asks for April 26 Plan Exclusivity Extension
-----------------------------------------------------------
Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. seek a
90-day extension until April 26, 2013, of the exclusive period to
file a plan of reorganization.  The Debtors also ask the Court to
extend the period during which they will have the sole right to
confirm a plan of reorganization until June 25, 2013.

The Debtors said that since the Petition Date, they have been
working diligently to resolve various issues related to the
administration of the Chapter 11 cases and the formulation of a
plan of reorganization.  The Debtors have also been negotiating
with the two largest customers regarding on-going business
relationships, which will materially affect the Debtors' decisions
regarding equipment needs and therefore the treatment of secured
claims.  More time is needed to allow the Debtors to renegotiate
contracts with customers, while continuing negotiations with
creditors in an effort to facilitate the prospects for a
consensual plan.

                    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.


MOUNTAINEER BULK: General Corp.'s Liens on Vehicles Validated
-------------------------------------------------------------
Bankruptcy Judge Patrick M. Flatley granted General Corporation's
partial motion for summary judgment in the lawsuit, MARTIN P.
SHEEHAN, Plaintiff, v. MITCHELL L. KLEIN, LIBERTY MUTUAL INSURANCE
COMPANY, MOUNTAINEER TANKLINES, LLC, and GENERAL CORPORATION,
Defendants, Adv. Proc. No. 12-31 (Bankr. N.D. W.Va.).

On Jan. 12, 1998, before Mountaineer Bulk Services, filed for
bankruptcy, General Corp. obtained a judgment against the Debtor
for $320,826.70 in the Circuit Court of Kanawha County, West
Virginia.  General Corp. perfected its lien on real estate by
recording the judgment in the counties where the Debtor held real
estate, and also perfected its lien on personal property by
obtaining a writ of fieri facias.  The sheriff did not seize any
of the Debtor's motor vehicles and a report was not filed with the
West Virginia Department of Motor Vehicles.

The Debtor filed for Chapter 11 bankruptcy (Bankr. N.D. W.Va. Case
No. 03-10492) on Feb. 14, 2003.  The case was converted to a case
under chapter 7 on Oct. 3, 2005, and Mitchell Klein was designated
as Chapter 7 trustee.  Mr. Klein held the meeting of creditors
pursuant to 11 U.S.C. Sec. 341(a) on Nov. 22, 2005 in Clarksburg,
West Virginia.  During the administration of the case, Mr. Klein
distributed proceeds from the sale of the Debtor's motor vehicles
to General Corp..  Mr. Klein eventually resigned as chapter 7
trustee; Martin P. Sheehan was appointed as successor trustee on
Feb. 8, 2010.

The Debtor's case was closed on Oct. 3, 2007.

On July 6, 2012, the Chapter 7 Trustee filed an adversary
complaint against General Corp., Mountaineer Tanklines, LLC, Mr.
Klein, and International Sureties, Ltd.  The Trustee alleges
General Corp. did not properly perfect its liens on the Debtor's
motor vehicles, and therefore Mr. Klein improperly distributed the
proceeds from the sale of the Debtor's motor vehicles. The Trustee
requests recovery of these proceeds from General Corp.

General Corp. contends compliance with W. Va. Code Sec. 38-4-8 is
sufficient to perfect judgment liens on motor vehicles. The
parties do not dispute that General Corp. complied with this
statute.  The Chapter 7 Trustee argues, however, that W. Va. Code
Sec. 38-4-8 does not operate to perfect judgment liens on motor
vehicles; instead, perfection requires adherence to W. Va. Code
Sec. 17-4A-9.  The Trustee concludes that because General Corp.
did not comply with W. Va. Code Sec. 17-4A-9, its liens against
the Debtor's motor vehicles were invalid; and as a hypothetical
lien creditor under 11 U.S.C. Sec. 544(a), the bankruptcy estate
took title to the vehicles free from General Corp.'s claimed lien.

General Corp. also argues that the Trustee's avoidance action
violates the statute of limitations under 11 U.S.C. Sec. 546(a).
The Trustee provided no response to the Defendant's contention
that his Sec. 544(a) action is untimely.

Judge Flatley notes that Sec. 546(a) requires that the Trustee's
action under Sec. 544(a) commence on the earlier of Sections
546(a)(1) or 546(a)(2) -- Feb. 14, 2005 or Oct. 3, 2007
respectively.  The Trustee's complaint was filed in 2012;
accordingly, Judge Flatley said Sec. 546(a) bars count II of the
Trustee's complaint because it was not commenced by Feb. 14, 2005.
According to Judge Flatley, the Court does not need to consult
nonbankruptcy law to determine the extent of the Trustee's rights
as a judicial lien creditor under Sec. 544(a).

A copy of the Court's Feb. 19, 2013 Memorandum Opinion is
available at http://is.gd/zdTjQefrom Leagle.com.


MURRIETA SP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Murrieta SP Properties LLC
        29995 Technology Drive Suite 304
        Murrieta, CA 92563

Bankruptcy Case No.: 13-13008

Chapter 11 Petition Date: February 21, 2013

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Wayne E. Johnson

Debtor's Counsel: Bill J. Parks, Esq.
                  LAW OFFICES OF BILL PARKS
                  316 South Melrose Drive
                  Vista, CA 92081
                  Tel: (760) 806-9293
                  E-mail: attparks@aol.com

Scheduled Assets: $1,210,400

Scheduled Liabilities: $471,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Edward Shepherd, manager.


NATIONAL HOLDINGS: Incurs $41,000 Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
National Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $41,000 on $20.69 million of total commission and
fee revenues for the three months ended Dec. 31, 2012, as compared
with a net loss of $1 million on $21.03 million of total
commission and fee revenues for the same period during the prior
year.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $15.51
million in total assets, $18.44 million in total liabilities and a
$2.92 million total stockholdres' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

The Company believes that the cash of approximately $8.8 million
pursuant to the a private placement, together with the
satisfaction of obligations under convertible notes payable of
$5.0 million, improved its pro-forma working capital by $13.8
million from a working capital deficit of $4,317,000 at Dec. 31,
2012, to a pro-forma working capital of $9,482,000.  Accordingly,
the Company believes that it has sufficient resources to meet its
obligations for the foreseeable future.

In addition, as a result of the aforementioned improvement in
working capital and pursuant to a discussion with the Company's
current Independent Registered Accounting Firm, subject to an
audit of the Company's financial statements for the year end
Sept. 30, 2013, it is believed that from Jan. 25, 2013, to
Feb. 14, 2013, the Company has successfully mitigated any
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/SvgAkR

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NAZARETH PLACE: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nazareth Place, LLC
        800 S. B St., #100
        San Mateo, CA 94401

Bankruptcy Case No.: 13-30390

Chapter 11 Petition Date: February 21, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hannah L. Blumenstiel

Debtor's Counsel: James F. Beiden, Esq.
                  LAW OFFICES OF JAMES F. BEIDEN
                  840 Hinckley Rd. #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  E-mail: attyjfb@yahoo.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 15 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/canb13-30390.pdf

The petition was signed by Mounir Kardosh, managing member.


NEXSTAR BROADCASTING: Acquires 3 Calif. Stations for $35.4-Mil.
---------------------------------------------------------------
Nexstar Broadcasting Group, Inc., completed the acquisition of the
assets of KGPE-TV, the CBS affiliate serving the Fresno,
California market and KGET and KKEY-LP, the NBC/CW and low powered
Telemundo affiliated stations serving the Bakersfield, California
market from entities controlled by privately-held High Plains
Broadcasting Inc. and Newport Television, LLC, for $35.4 million
in a transaction that is expected to be immediately accretive to
Nexstar.

Perry A. Sook, chairman, president and chief executive officer of
Nexstar Broadcasting Group, Inc., commented, "This transaction is
consistent with our acquisition criteria as it further diversifies
our operations, creates new duopoly markets and is financially
accretive.  Together with our announcement earlier this month to
acquire the Fresno NBC affiliate, KSEE(TV), Nexstar is creating
new duopoly markets in both Fresno and Bakersfield."

A copy of the Asset Purchase Agreement is available for free at:

                        http://is.gd/W8qeHA

                 About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


NNN LENOX: Files Schedules of Assets and Liabilities
----------------------------------------------------
NNN Lenox Park 9, LLC, filed with the Bankruptcy Court for the
Southern District of Indiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $698,085
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,217,529
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $165,025
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $128,469
                                 -----------      -----------
        TOTAL                       $698,085      $17,511,023

                          About NNN Lenox

New Albany, Indiana-based NNN Lenox Park 9, LLC, owns the
undivided 2.795% tenant in common interest in two four-story
office buildings located at 3175 Lenox Park Drive & 6625 Lenox
Park Drive, Memphis, Shelby County, Tennessee.  The Lenox Park
Buildings A & B contain 193,029 square footage of office space and
853 surface parking spaces in adjoining parking.

NNN Lenox filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
12-92686) in New Albany, Indiana, on Dec. 4, 2012, on the eve of a
non-judicial foreclosure of the Property in Memphis, Shelby
County, Tennessee.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million
in assets and liabilities.  Judge Basil H. Lorch, III, presides
over the case.

Mubeen Aliniazee, president of Highpoint Management Solutions,
LLC, has been named the restructuring officer.  Jeffrey M. Hester,
Esq., at Tucker Hester, LLC, in Indianapolis, serves as counsel to
the Debtor.


NNN LENOX: Challenges U.S. Bank's Motion to Dismiss Case
--------------------------------------------------------
NNN Lenox Park 9, LLC, asks the Court to deny U.S. Bank National
Association's request to dismiss its Chapter 11 case.

The Debtor says its Chapter 11 petition was filed in "good faith"
and thus, there is no cause to dismiss its bankruptcy proceeding.

U.S. Bank serve as trustee, successor to Wells Fargo Bank, N.A.,
as Trustee, for the registered holders of Citigroup Commercial
Mortgage Trust 2007-C6, Commercial Mortgage Pass-Through
Certificates, Series 2007-C6, acting by and through CWCapital
Asset Management LLC, in its capacity as Special Servicer.

"The crux of the issue before this Court is whether the Debtor
legitimately intends to reorganize, and, ultimately, whether
reorganization is actually possible for the Debtor,"
Jeffrey M. Hester, Esq., at Tucker Hester, LLC, explains.

Mr. Hester points out that Mubeen Alinizaee, hired and appointed
by the Debtors to be its "Restructuring Officer", stated that the
Debtor's intent when filing this bankruptcy proceeding was to
reorganize.

Based on the Debtor's review of the finances for its two four-
story office buildings in Memphis, Tennessee, the Debtor believes
the expenses incurred during the management of the real estate
were substantially higher than necessary, and that, if these
expenses were monitored and reduced, that the real estate could
eventually become profitable.

The Debtor noted that it did not request use of cash collateral in
the case because it intends to leave the prepetition receiver in
place (in its capacity as property manager -- not as receiver),
and to allow the receiver to remain until a plan is confirmed.
Thus, the lender's interests are protected, according to the
Debtor.

The Debtor and other tenant-in-common owners are currently
interviewing asset and property managers, to bring in new
management which will more efficiently manage the property upon
confirmation of a plan of reorganization.  The Debtor said that
part of its exit strategy and what makes a plan feasible in this
matter is the necessary reduction of operating expenses, which are
significantly higher than nearby buildings.

                          About NNN Lenox

New Albany, Indiana-based NNN Lenox Park 9, LLC, owns the
undivided 2.795% tenant in common interest in two four-story
office buildings located at 3175 Lenox Park Drive & 6625 Lenox
Park Drive, Memphis, Shelby County, Tennessee.  The Lenox Park
Buildings A & B contain 193,029 square footage of office space and
853 surface parking spaces in adjoining parking.

NNN Lenox filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
12-92686) in New Albany, Indiana, on Dec. 4, 2012, on the eve of a
non-judicial foreclosure of the Property in Memphis, Shelby
County, Tennessee.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million
in assets and liabilities.  Judge Basil H. Lorch, III, presides
over the case.

Mubeen Aliniazee, president of Highpoint Management Solutions,
LLC, has been named the restructuring officer.  Jeffrey M. Hester,
Esq., at Tucker Hester, LLC, in Indianapolis, serves as counsel to
the Debtor.


NNN LENOX: Hires Tucker Hester as Bankruptcy Counsel
----------------------------------------------------
NNN Lenox Park 9, LLC asks the U.S Bankruptcy Court for permission
to employ Tucker|Hester LLC as counsel.

The Debtor selected the firm because it has considerable
experience and knowledge in both corporate transactional work and
in litigation, and in particular, because of the firm's recognized
expertise in bankruptcy and restructuring credit, corporate
finance, taxes, and other areas.

Professional members of the firm have hourly rates between $200
and $425 an hour, and assistants have hourly rates at $120 an
hour.

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

Prior to the Filing Date, the Debtor paid an initial retainer of
$43,213 to Tucker|Hester.  The retainer was drawn upon by Counsel
prior to the filing of the Petition in the sum of $6,680 for
services and expenses as provided and incurred by Counsel on
behalf of the Debtor up to the point of the Petition Date.  There
remains $36,533 from the retainer.

                          About NNN Lenox

New Albany, Indiana-based NNN Lenox Park 9, LLC, owns the
undivided 2.795% tenant in common interest in two four-story
office buildings located at 3175 Lenox Park Drive & 6625 Lenox
Park Drive, Memphis, Shelby County, Tennessee.  The Lenox Park
Buildings A & B contain 193,029 square footage of office space and
853 surface parking spaces in adjoining parking.

NNN Lenox filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
12-92686) in New Albany, Indiana, on Dec. 4, 2012, on the eve of a
non-judicial foreclosure of the Property in Memphis, Shelby
County, Tennessee.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million
in assets and liabilities.  Judge Basil H. Lorch, III, presides
over the case.

Mubeen Aliniazee, president of Highpoint Management Solutions,
LLC, has been named the restructuring officer.  Jeffrey M. Hester,
Esq., at Tucker Hester, LLC, in Indianapolis, serves as counsel to
the Debtor.


ODYSSEY PICTURES: Amends Dec. 31 Form 10-Q to Add Exhibit
---------------------------------------------------------
Odyssey Pictures Corporation has amended its quarterly report on
Form 10-Q for the period ended Dec. 31, 2012, filed with the
Securities and Exchange Commission on Feb. 19, 2013, to furnish
Exhibit 101 to the Form 10-Q in accordance with Rule 405 of
Regulation S-T.  Exhibit 101 to the Form 10-Q provides the
financial statements and related notes from the Form 10-Q
formatted in XBRL (eXtensible Business Reporting Language).

Additionally, the Company corrected a typographical error on the
Subsequent Events on page F-5 where all or portion of the
promissory notes converting into shares was incorrectly stated as
"2,891,429".  It is now correctly stated as "6,462,858".

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

                        http://is.gd/p6UeJS

                           About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  The
Company's ongoing operations have consisted of the sale of these
branding and image design products, increasing media inventory,
productions in progress and development of IPTV Technology and
related services.

The Company reported net income to the Company of $34,775 for the
year ended June 30, 2012, compared with net income to the Company
of $60,400 during the prior fiscal year.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2012.  The independent
auditors noted that the Company may not have adequate readily
available resources to fund operations through June 30, 2013,
which raises substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$1.45 million in total assets, $4.02 million in total liabilities,
and a $2.56 million total stockholders' deficiency.


OMNICOMM SYSTEMS: F. Montero Stake Down to Under 1% as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Fernando Montero disclosed that, as of
Dec. 31, 2012, he beneficially owns 800,000 shares of common stock
of Omnicomm Systems, Inc., representing .92% of the shares
outstanding.  Mr. Montero previously reported beneficial ownership
of 7,223,411 common shares or a 8.21% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                         http://is.gd/m59iom

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm reported a net loss of $3.52 million in 2011, compared
with a net loss of $3.13 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.81 million in total assets, $30.21 million in total liabilities
and a $27.40 million total shareholders' deficit.

"The ability of the Company to continue in existence is dependent
on its having sufficient financial resources to bring products and
services to market for marketplace acceptance," the Company said
in its quarterly report for the period ended Sept. 30, 2012.  "As
a result of our historical operating losses, negative cash flows
and accumulated deficits for the period ending September 30, 2012
there is substantial doubt about the Company's ability to continue
as a going concern."


OMNICOMM SYSTEMS: Guus Kesteren Reports 5% Stake at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Guus van Kesteren disclosed that, as of
Dec. 31, 2012, he beneficially owns 4,540,267 shares of common
stock of Omnicomm Systems, Inc., representing 5.1% of the shares
outstanding.  Mr. Kesteren previously reported beneficial
ownership of 5,098,103 common shares or a 5.7% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/YCmivA

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm reported a net loss of $3.52 million in 2011, compared
with a net loss of $3.13 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.81 million in total assets, $30.21 million in total liabilities
and a $27.40 million total shareholders' deficit.

"The ability of the Company to continue in existence is dependent
on its having sufficient financial resources to bring products and
services to market for marketplace acceptance," the Company said
in its quarterly report for the period ended Sept. 30, 2012.  "As
a result of our historical operating losses, negative cash flows
and accumulated deficits for the period ending September 30, 2012
there is substantial doubt about the Company's ability to continue
as a going concern."


ONE FIREROCK: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: One Firerock LLC
                9827 N Rockridge Tr
                Fountain Hills, AZ 85268

Case Number: 13-02410

Involuntary Chapter 11 Petition Date: February 22, 2013

Court: District of Arizona (Phoenix)

Judge: Eddward P. Ballinger Jr.

One Firerock LLC's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Warren Mahr                                     N/A
6613 E Latham
Scottsdale, AZ 85257

Uriel Montes                                    N/A
4834 W Morrow Dr
Glendale, AZ 85308

Henri Atamain                                   N/A
11337 E Whitehorn
Scottsdale, AZ 85262


OVERLAND STORAGE: Receives $14.2 Million From Private Placement
---------------------------------------------------------------
Overland Storage, Inc., announced the completion of private
placements of its securities resulting in aggregate gross proceeds
to the Company of $14.25 million.  The offerings included (1) the
private placement of $13.25 million convertible promissory notes
and (2) the private placement of $1 million of common stock at a
price of $0.98 per share.  Roth Capital Partners, LLC, acted as
placement agent in connection with the Equity Offering.

The Notes have a four-year term and bear interest at a rate of 8%
per annum payable semi-annually.  The Company may, subject to
certain limitations, pay interest in cash or in shares of its
common stock.  The Notes are convertible into shares of the
Company's common stock at an initial conversion price of $1.30 per
share.  The Company has also granted certain registration rights
to the purchasers in connection with the Notes.

The Company expects to deliver the notes on Feb. 13, 2013, and the
closing of the Equity Offering is expected to occur on Feb. 19,
2013.

The Company intends to use the net proceeds from these offerings
for general corporate purposes, which may include, among others,
working capital needs, capital expenditures and acquisitions.  The
Company does not have any current agreements or commitments with
respect to any investment or acquisition.

Additional information about the transaction is available at:

                       http://is.gd/m9ywcI

                      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 Sept. 30, 2012, showed $32.08
million in total assets, $32.62 million in total liabilities and a
$537,000 total shareholders' 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.


OVERLAND STORAGE: Columbus No Longer Owns Shares as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Columbus Capital Management, LLC, and
Matthew D. Ockner disclosed that, as of Dec. 31, 2012, they do not
beneficially own shares of common stock of Overland Storage, Inc.
Columbus Capital previously reported beneficial ownership of
1,241,100 common shares or a 5.2% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/lHeOAJ

                       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 Sept. 30, 2012, showed $32.08
million in total assets, $32.62 million in total liabilities and a
$537,000 total shareholders' 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.


PARKWAY PROPERTIES: Case Summary & 4 Unsecured Creditors
--------------------------------------------------------
Debtor: Parkway Properties, LLC
        3090 Alabama River Parkway
        Montgomery, AL 36110

Bankruptcy Case No.: 13-30461

Chapter 11 Petition Date: February 22, 2013

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams, Jr.

Debtor's Counsel: Lorren B. Jackson, Esq.
                  WILSON & JACKSON, LLC
                  1785 Taliaferro Trail
                  Montgomery, AL 36117
                  Tel: (334) 260-9998
                  Fax: (334) 215-0288
                  E-mail: bailey.jackson@att.net

Scheduled Assets: $11,255,845

Scheduled Liabilities: $9,222,364

The petition was signed by Joe B. Crosby, manager.

Debtor's List of Its Four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Management Enterprises             --                     $137,387
Development & Services
1955 Rideout Drive
Huntsville, AL 36117

Steven Steele                      --                      $92,107
1454 Rosemill Drive
Montgomery, AL 36117

Exit Hodges Real Estate            --                      $60,239
1065 N. Eastern Boulevard
Montgomery, AL 36117

Tri-Bond, LLC                      --                      $27,908


PHILLIPS-MEDISIZE: S&P Assigns 'B' CCR & Rates Sr. Facilities 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Hudson, Wis.-based
Phillips-Medisize Corp. its 'B' corporate credit rating.  The
outlook is stable.  In conjunction with this assignment, S&P
withdrew its 'B' corporate credit rating on Phillips Plastics
Corp., a wholly owned subsidiary of Phillips-Medisize Corp.

At the same time, S&P assigned Phillips Plastics Corp.'s senior
secured credit facilities an issue-level rating of 'B', with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default.
S&P intends to withdraw the ratings on the existing senior secured
credit facilities.

The ratings on Phillips-Medisize Corp. continue to reflect its
"aggressive" financial risk profile, with leverage S&P believes
will be sustained between 4x and 5x over the next several years.
Phillips' "weak" business risk profile reflects its small size,
exposure to cyclical industries and product concentration risk.
Phillips-Medisize is a contract manufacturer for the medical
device industry, focused on inhalers and injection systems.

S&P's base-case scenario for 2013 assumes EBITDA margins will be
in the low-teens area, slightly higher than current EBITDA
margins, and sales growth will be between 10% and 15%.  S&P also
expects discretionary cash flow to be more than $20 million
annually.  S&P's estimate for 2013 sales growth is driven by
acquisitions and about 4% organic growth.  The estimate for
organic growth is slightly lower than 2012 growth as S&P factors
in the likelihood of a mild slowdown in the commercial segment.
In 2014 and on, S&P expects sales to grow in the mid-single
digits.  Meanwhile, S&P's projection for EBITDA assumes that
margins will expand slightly in 2013 due to cost reduction
initiatives that will lead to a reduction in SG&A as a percentage
of sales.  S&P anticipates EBITDA margins will continue to expand
through 2014, but it expects them to start declining modestly
thereafter.  This is based on S&P's belief that Phillips'
customers will increasingly favor lower-cost production and that
this will pressure the company and its peers to take on lower
margin platforms.  Based on these assumptions, S&P expects debt
leverage to decline to about 4x by the end of 2014.  At that
level, and assuming no additional EBITDA, the company could take
on about $70 million of debt capacity before exceeding 5x.
However, while S&P anticipates leverage will decline from its
current level, sustained debt reduction could be compromised by
additional bolt-on acquisitions as Phillips seeks to expand its
geographic footprint or takes shareholder-friendly actions.


PINNACLE AIRLINES: Opposes Flight 3407 Plaintiffs' Bid to Sue
-------------------------------------------------------------
Pinnacle Airlines Corp. is blocking efforts by a group of
claimants to continue its lawsuit against the company and Colgan
Inc., which was halted following their bankruptcy filing.

Earlier, the claimants renewed their request to lift the automatic
stay that was applied to the lawsuit it filed in the Western
District of New York and New York Supreme Court.  An initial
attempt by the group to continue the lawsuit was previously denied
by U.S. Bankruptcy Judge Robert Gerber.

Amelia T.R. Starr, Esq., at Davis Polk & Wardwell LLP, in New
York, said the group should wait until Pinnacle emerges from
bankruptcy protection so that the restructuring process won't be
disrupted.

The lawyer said the company would not consent to the lifting of
the automatic stay unless the claimants let the estate off the
hook and they prosecute their claims solely against the insurers.

The claimants sued Pinnacle and Colgan in behalf of the victims
who died when Continental Airlines Flight 3407 crashed into a
residential neighborhood near Clarence Center, New York, in 2009.
The group seeks to recover more than $900 million, of which a
sizable portion is attributable to punitive damage claims.

                      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.


POSITIVEID CORP: Has Licensed iglucoseTM Technology for $2-Mil.
---------------------------------------------------------------
PositiveID Corporation has entered into an agreement to license
its iglucoseTM technology to Smart Glucose Meter Corp. for up to
$2 million based on potential future revenues of glucose test
strips sold by SGMC.  These revenues will range between $0.0025
and $0.005 per strip.  A person with diabetes who tests three
times per day will use over 1,000 strips per year.

William J. Caragol, Chairman and CEO of PositiveID, stated, "In
2011, in conjunction with our acquisition of Microfluidic Systems,
PositiveID began a corporate realignment to focus on patented
molecular diagnostic technologies for bio-threat detection and
rapid medical testing.  This was done in order to position the
Company to target the current and significant market opportunities
in these sectors and take advantage of the detection and cost
advantages we believe our technology provides.  To date, we have
achieved real results as part of this restructuring, including the
sale of our implantable microchip IP and related assets, a
significant reduction of our cash burn, and now the license of our
iglucose wireless diabetes management technology, which we believe
is another important milestone in this process."

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

EisnerAmper LLP, in New York, expressed substantial doubt about
PositiveID'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 a working capital
deficiency and an accumulated deficit.  "Additionally, the Company
has incurred operating losses since its inception and expects
operating losses to continue during 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$2.69 million in total assets, $6.23 million in total liabilities,
and a $3.54 million total stockholders' deficit.


POWELL STEEL: Meeting to Form Creditors' Panel Set for March 4
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 4, 2013, at 10:00 a.m. in
the bankruptcy case of Powell Steel Corporation.  The meeting will
be held at:

         Office of the United States Trustee
         833 Chestnut Street, Suite 501
         Philadelphia, PA 19107

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 Powell Steel

Powell Steel Corporation, located in Lancaster, Pennsylvania, is a
progressive structural steel fabricator and erector equipped with
state-of-the-art fabrication and welding equipment.  Powell has a
67,000 square foot facility capable of fabricating in excess of
300 tons of steel per week.  It has 50 employees working in the
fabrication facility and 23 employees providing erection services.
The business generates $1.2 million per month in revenue.

Powell Steel filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
13-11275) in Philadelphia on Feb. 13, 2013, estimating at least
$10 million in assets and liabilities.


POWERWAVE TECHNOLOGIES: To Auction Assets; No Lead Bidder Yet
-------------------------------------------------------------
Powerwave Technologies, Inc., asked permission from the U.S.
Bankruptcy Court for the District of Delaware to sell all or
substantially all of its assets through a competitive bidding
process, although the bankrupt company still has to secure a
stalking horse bidder.

The Debtor's assets are broken down into antenna systems, base
station subsystems, and coverage systems.  The assets include the
Debtor's comprehensive patent portfolio consisting of
approximately 243 U.S. and foreign patents as well as
approximately 50 pending U.S. applications and 178 pending foreign
applications, manufacturing facilities and associated machinery
and equipment, and working capital assets.  The assets, according
to the Debtor, are all relevant to the field of wireless
infrastructure equipment.

The Debtors proposed that the auction of the assets be held on
April 8, with the last date for submission of bids to be set on
April 4.  A hearing on the proposed bidding procedures will be on
March 4.

                   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.


POWERWAVE TECHNOLOGIES: Can Tap Cash Collateral Until March 14
--------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware entered an interim order further authorizing Powerwave
Technologies, Inc., to further use the cash collateral securing
its prepetition debt obligations.  A final hearing on the Debtor's
request to use the cash collateral is set for March 14. Objections
are due March 7.

P-Wave Holdings, LLC, the Debtor's secured lender, is granted
adequate protection liens and superpriority claims, subject only
to the carve-out consisting of allowed administrative expenses for
fees paid to the Clerk of the Court and the Office of the U.S.
Trustee, and fees and expenses paid to bankruptcy professionals
not exceeding $100,000.

The Official Committee of Unsecured Creditors cannot challenge the
validity, extent, perfection, or priority of the Prepetition Liens
and the amount of the Prepetition Debt, or bring any claim,
objection, challenge or action arising out of the Prepetition
Credit Documents until April 8, 2013.

Before the Court signed the Interim Cash Collateral Order, the
Creditors' Committee told the Court that it has no fundamental
objection to the Debtor's use of the cash collateral although it
asserted that such use should be limited in scope and subject to
adequate monitoring as the Debtor is facing a liquidity crisis.
The Committee proposed a robust marketing process in order to
maximize recovery for creditors.

A full-text copy of the Interim Cash Collateral Order dated
Feb. 22, 2013, is available at:

         http://bankrupt.com/misc/pwt_cashcol0222.pdf

                   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.


POWERWAVE TECHNOLOGIES: Gets OK to Employ Proskauer Rose, et al.
---------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware granted Powerwave Technologies, Inc.'s applications to
employ these bankruptcy professionals:

   -- Proskauer Rose (Contact: Mark K. Thomas) as counsel at the
following hourly rates: partner at $550 to $1,200, senior counsel
at $450 to $1,050, associate at $205 to $750 and paraprofessional
at $100 to $315;

   -- Potter Anderson & Corroon (Contact: Jeremy W. Ryan) as co-
counsel at the following hourly rates: partner at $440 to $720,
counsel at $310 to $450, associate at $255 to $425, paralegal at
$80 to $245;

   -- Kurtzman Carson Consultants (Contact: Albert Kass) as
administrative agent; Sandler O'Neill & Partners (Contact: Timothy
P. O'Connor) as investment banker for a monthly fee of $100,000
and a $1.5 million restructuring fee; and

   -- Conway MacKenzie (Contact: Timothy A. Turek) as financial
advisor at the following (discounted) hourly rates: senior
managing director at $795, managing director at $620, director at
$475 and senior associate at $375.

   -- Sandler O'Neill & Partners, L.P. (Contact: Thomas O'Connor)
as investment banker at the following compensation package: $1
million restructuring fee in the event of a credit bid by the
Debtor's prepetition secured lender or a sale transaction with a
value of up to $40 million, or, in the event of a sale transaction
with a value in excess of $40 million, a $1 million restructuring
fee plus 2.0% of the value in excess of $40 million up to
$75 million, plus 2.25% of the value in excess of $75 million up
to $100 million, plus 2.5% of the value in excess of $100 million.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.


QUANTUM CORP: Vanguard Reports 5.6% Equity Stake at Dec. 31
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, The Vanguard Group disclosed that, as of Dec. 31,
2012, it beneficially owns 13,636,121 shares of common stock of
Quantum Corp. representing 5.66% of the shares outstanding.
A copy of the filing is available at http://is.gd/IknfHV

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $377.94
million in total assets, $450.02 million in total liabilities and
a $72.08 million total stockholders' deficit.


RADIAN GROUP: Commences Common Stock & Sr. Notes Offering
---------------------------------------------------------
Radian Group Inc. on Feb. 25 disclosed that it has commenced two
separate underwritten public offerings of up to 30 million shares
of its common stock and $200 million aggregate principal amount of
its convertible senior notes due 2019.  The convertible senior
notes will be convertible into shares of the Company's common
stock, cash or a combination of shares of common stock and cash,
at the Company's election.  Morgan Stanley & Co. LLC and Goldman,
Sachs & Co. will act as joint book-running managers for the
Offerings.  The underwriters will have the option to purchase up
to an additional 4.5 million shares of common stock and an option
to purchase up to an additional $30 million aggregate principal
amount of the convertible senior notes, within 30 days.  The
public offering price of the Company's common stock and the
interest rate, conversion rate, and other terms of the convertible
senior notes will be determined, based on market conditions, at
the time of the pricing of the Offerings.  The Offerings are
subject to market conditions, and there can be no assurance as to
whether the Offerings will be completed, or as to the actual size
or terms of the Offerings.

Neither the Common Stock Offering nor the Convertible Notes
Offering will be contingent on the completion of the other
offering.

The Company intends to use the net proceeds from the Offerings to
fund working capital requirements and for general corporate
purposes, including additional capital support for our mortgage
insurance business.

The Offerings are being conducted as separate public offerings
pursuant to an effective shelf registration statement filed with
the Securities and Exchange Commission on Form S-3 and declared
effective on August 20, 2012.  A copy of the preliminary
prospectus supplement and the accompanying base prospectus for
each of the Common Stock Offering and the Convertible Notes
Offering has been filed with the SEC and is available for free on
the SEC's Web site -- http://www.sec.gov

Alternatively, copies may be obtained from Morgan Stanley & Co.
LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor,
New York, New York 10014, by calling (866) 718-1649 or by emailing
prospectus@morganstanley.com and from Goldman, Sachs & Co., Attn:
Prospectus Department, 200 West Street, New York, NY 10282, by
calling (866) 471-2526 or by e-mailing
prospectus-ny@ny.email.gs.com

                        About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


RAM OF EASTERN N.C.: Files for Chapter 11 in Wilson
---------------------------------------------------
RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor is required to file a Chapter 11 plan and disclosure
statement by May 22, 2013.  A status hearing will be held April 1,
2013 at 10:00 a.m. before Judge J. Rich Leonard.

The Debtor disclosed $11.7 million in assets and $7.70 million in
liabilities in its schedules.  The Debtor owns the 4-unit Cypress
Crossing Strip Center in New Bern, North Carolina (valued at $2.1
million), the Family Tire Store commercial building, in Morehead
City ($1.4 million), a residential building containing two
townhouse units in New Bern ($530,000), a partially developed
7.58-acre land in Taberna Townes, New Bern ($1.08 million), a
4.68-acre vacant land in Highway 70 East, New Bern ($549,00), a
20,000 square-foot warehouse and showroom in 435 Garner Road, New
Bern (4.83 million), a 3.8-acre vacant land in Highway 70 East,
New Bern ($532,00), and a residential building containing 2
townhouse units in Colonel Burgwyn Drive, New Bern ($530,000).

Wells Fargo and First South Bank are owed a total of $7.52 million
secured by deeds trust on the properties of the Debtor.

A copy of the schedules is available for free at:

           http://bankrupt.com/misc/nceb13-01125.pdf


RAM OF EASTERN N.C.: Sec. 341(a) Meeting of Creditors on March 25
-----------------------------------------------------------------
There's a meeting of creditors in the Chapter 11 case of RAM of
Eastern North Carolina, LLC, on March 25, 2013, at 10:00 a.m. at
Wilson 341 Meeting Room.

According to the notice, the last day to file a complaint is
May 24, 2013.  Proofs of claim are due by June 24, 2013.
Governmental entities are required to send in their proofs of
claim by Aug. 20, 2013.

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

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns real estate properties in New Bern, North
Carolina, disclosed $11.7 million in assets and $7.70 million in
liabilities in its schedules.


RAM OF EASTERN N.C.: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: RAM of Eastern North Carolina, LLC
          fdba Grantham Crossing, LLC
        2113-A South Glenburnie Road
        New Bern, NC 28562

Bankruptcy Case No.: 13-01125

Chapter 11 Petition Date: February 21, 2013

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

Scheduled Assets: $11,694,699

Scheduled Liabilities: $7,696,867

The petition was signed by Robin Lee Strickland, member manager.

Debtor's List of Its 12 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First South Bank                   --                      $57,968
Attn: Officer, Mg Agt or Agent
P.O. Box 2047
Washington, NC 27889

Craven County Tax Collector        2012 Taxes              $18,019
Attn: Manager or Agent
226 Pollock Street
New Bern, NC 28560

City of New Bern                   2012 Taxes              $13,859
Attn: Manager or Agent
P.O. Box 1129
New Bern, NC 28563

Craven County Tax Collector        2012 Taxes              $12,669

Crystal Coast Mattress RX          Security Deposit         $8,156

Willis Electric Company            --                       $4,850

Pizza Hut of New Bern, Inc.        Security Deposit         $3,867

Scott Plumbing                     --                       $2,848

M. Graff d/b/a 2.99 Dry Clnr       Security Deposit         $2,500

Thomas M. Gingrich                 Security Deposit         $2,266

Branden Callaway                   Security Deposit         $1,305

Michael Zarr                       Security Deposit         $1,250


REAL MEX: Cases Dismissed Except Chevys Restaurants
---------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court issued an
order (A) dismissing the Chapter 11 cases of all Debtors except
Chevys Restaurants, (B) establishing procedures for the dismissal
of the Chapter 11 case of Chevys Restaurants, (C) authorizing the
estate representative to wind down the Debtors' affairs and (D)
providing certain relief in connection with the foregoing for the
Debtors' claims agent.

                          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.


RESIDENTIAL CAPITAL: Junior Bondholders Want End to Exclusivity
---------------------------------------------------------------
The Ad Hoc Group of Junior Secured Noteholders of Residential
Capital LLC objects to the Debtors' request for further extension
of their exclusive periods arguing that it is the expiration of
exclusivity that will create the kind of balanced negotiation
dynamic necessary to unite the Chapter 11 cases' disparate
creditor groups around a central plan construct.

ResCap has filed papers asking Judge Martin Glenn to further
extend the period by which they have exclusive right to propose a
plan of reorganization through May 29, 2013, and the period by
which they have exclusive right to solicit acceptances of that
plan through July 29, 2013.

A further extension of exclusivity will only enshrine the status
quo by encouraging parties to retrench, rather than reevaluate,
their respective bargaining positions, J. Christopher Shore, Esq.,
at White & Case LLP, in New York, argues for the Ad Hoc Group.

Mr. Shore relates that for the past two months, the Ad Hoc Group
has patiently participated in a plan mediation process that has,
to date, not resulted in the global compromise envisioned by the
Court at its inception.  Perversely, these well-intentioned
efforts to achieve consensus through mediation have seemingly
emboldened certain parties to harden their negotiating positions,
secure in the knowledge that the Debtors' present plan construct
-- with its non-consensual third party release provisions with
Ally Financial, Inc. -- remains the only show in town, Mr. Shore
further relates.  Even the best efforts of a sitting bankruptcy
judge and experienced and respected mediator have been unable to
break this impasse, he adds.

The Ad Hoc Group is comprised of certain entities that hold or
manage holders of 9.625% Junior Secured Guaranteed Notes due 2015
issued under that certain Indenture dated as of June 6, 2008.  The
Junior Secured Noteholders' claim is now equal to 113.5% of the
face amount of the bonds and is currently increasing by virtue of
the accrual of post-petition interest at the rate of approximately
$250 million per year, according to court papers.

                    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: FTI Consulting to Provide Add'l Services
-------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Court's
authority to employ FTI Consulting, Inc., as financial advisor,
nunc pro tunc to Dec. 5, 2012.  The Debtors filed the application
to seek approval of a modification to the previously approved
employment of FTI as their financial advisor.

If the modification is approved, the scope of FTI's services will
be supplemented to include additional services.  Walter Investment
Management Corp. has agreed to be responsible for compensation and
expenses for the additional services.

The Debtors relate that in addition to the services contemplated
in the original application, for the period commencing Dec. 5,
2012, through Jan. 31, 2013, FTI, at the Debtors' behest, provided
services by way of project management services in connection with
the sale and transfer of the Debtors' origination and capital
markets platforms to Walter Investment.  The approximate amount of
the services provided by FTI in connection with the Walter Project
Services is $890,000.

William J. Nolan, senior managing director with FTI Consulting,
Inc., continues to assure the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

                    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: Creditors, Ally Mediation Hits Impasse
-----------------------------------------------------------
Court-sanctioned mediation among Residential Capital, LLC and its
debtor affiliates, ResCap's creditors, and ResCap's parent, Ally
Financial, Inc., has hit an impasse, according to people familiar
with the discussions, various news sources reported this week.

People familiar with the discussion related that negotiations
among the parties are continuing although the negotiations are
breaking down as ResCap creditors are pushing for Ally to provide
more money to settle potential liabilities it could face as
ResCap's parent, a Wall Street Journal report said.

Specifically, the official committee of unsecured creditors
appointed in ResCap's Chapter 11 case wants Ally to pay more than
the $750 million it agreed to pay to ResCap in return for releases
from potential liabilities claims from outsiders or else face
litigation over liability claims, the WSJ report added.  Creditors
continue to argue that the $750 million represents a "drop in the
bucket" compared to what they say are Ally's true responsibility,
WSJ further related, citing people familiar with the matter.

To recall, Ally and ResCap agreed to a settlement prior to
ResCap's bankruptcy filing.  Under that settlement, Ally will pay
$750 million to ResCap's estate in exchange for releases from
liabilities arising from the bankruptcy.  Creditors, including
Wilmington Trust Corp., believe that ResCap has been stripped of
its most valuable asset: an ownership stake in Ally Bank, as part
of the prepetition transaction with its parent, WSJ added.

According to WSJ, Wilmington Trust, a unit of M&T Bank Corp., sent
a letter to ResCap's board of directors this month asking the
board to withdraw their support from the settlement.  Wilmington,
WSJ added, also said the negotiation process for the settlement
was "rife with conflicts and information gaps."

Earlier this month, Michael Carpenter, chief executive officer of
Ally, threatened to withdraw the $750 million prepetition deal if
the parties can't expeditiously agree on the settlement terms.
Mr. Carpenter added that Ally was ready to "go the litigation
route" if the agreement falls through.

Mark Wasden, a senior analyst with Moody's Investors Service, told
WSJ that Ally has "sufficient capital to absorb a greater cost
than the $750 million that they have committed, but at the same
time, it appears that Ally is not going to be easily pried toward
making additional commitments."

The ResCap creditors have asked for permission to pursue claims
against Ally, although Ally says these claims are without merit.

Ally, which is 74% owned by the U.S. government, is working to cap
its exposure to the subprime lender's mortgage business so it can
move forward on efforts to repay its $17.2 billion crisis-era
bailout and focus on its core auto-lending and online-banking
businesses, according to WSJ.

                    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).


RG STEEL: Fight with SNA Carbon Booted to W.Va. Court
-----------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a West Virginia
federal judge on Thursday remanded to state court a breach of
contract suit brought by SNA Carbon LLC accusing bankrupt RG Steel
Wheeling LLC of stealing coke and eliminating its management from
a coal-supplying joint venture.

The report related that in remanding the case back to the Circuit
Court of Brooke County, U.S. District Judge Frederick P. Stamp Jr.
said that the case involved questions of West Virginia state law
and dealt solely with parties from the same state.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RODEO CREEK GOLD: Great Basin's Nevada Subsidiaries Seek Ch. 11
---------------------------------------------------------------
Great Basin Gold Limited's subsidiary Rodeo Creek Gold Inc., and
certain of its affiliates, entered US Bankruptcy Code Chapter 11
restructuring proceedings in Nevada on February 25, 2013.  The
companies expect no interruptions in day-to-day business and
remain focused on continuing their trial mining operations at the
Hollister gold mine and related ore milling at Esmeralda.

Through this legal process, Rodeo Creek and its affiliates will
seek to auction their assets and operations including the
Hollister mine and the Esmeralda mill as a going concern, while
stabilizing the operations and maintaining employment and current
benefits programs.

In order to ensure continued access to funds sufficient to
maintain operations and pay vendors, the filing allows the company
to seek court approval for a $9 million Debtor-in-Possession
Facility.  The companies believe that this facility will allow for
operation to continue during the Chapter 11 proceeding, and
include funds sufficient to pay vendors and employees in the
ordinary course of business.

The filing in Nevada federal bankruptcy court on Feb. 25 was made
after an extended planning process designed to seek a smooth
transition for employees and vendors.  Various First-Day motions
are were filed on February 25, 2013 seeking to continue employee
payroll and health benefits; the fulfillment of certain pre-filing
obligations; the continuation of Rodeo Creek's cash management
system; authority to enter into a new debtor-in-possession
financing facility.  The companies anticipate their First-Day
Motions will be approved in the next few days.  The companies also
filed proposed bidding procedures, beginning the process of a
Chapter 11 sale of Nevada operations.

Great Basin Gold Limited is itself in creditor protection
proceedings in Canada.  It owns 100% of Rodeo Creek and the other
subsidiaries involved in the Chapter 11 filings, and also owns
certain as well as South African subsidiaries which have sought
creditor protection in South Africa in respect of Burnstone mine
operations.

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


ROGER PARKER: Former Delta Petroleum CEO Files Chapter 11
---------------------------------------------------------
Former Delta Petroleum CEO Roger A. Parker filed for bankruptcy
protection in Denver bankruptcy court (Bankr. D. Colo. Case No.
13-10897 on Jan. 23, estimating both assets and liabilities in the
range of $10 million to $50 million in his Chapter 11 petition.

L. Wayne Hicks, writing for Denver Business Journal, reports that
the U.S. Securities and Exchange Commission is suing Mr. Parker
and Michael Van Gilder, accusing them of trading in insider
information about an investment in Delta Petroleum.  Mr. Parker
was CEO of the Denver-based company in late 2007 when billionaire
Kirk Kerkorian's Beverly Hills, Calif.-based investment firm,
Tracinda Corp., agreed to purchase a 35% stake in the company and
paid $684 million.

Tracinda's investment increased Delta's stock value by nearly 20%.

According to the report, Mr. Parker's Cherry Hills Village home is
currently for sale with a $9.2 million asking price.  He noted
that his debts are primarily business ones.

                        About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta Petroleum won confirmation of its reorganization plan at a
hearing on Aug. 15.  Laramie Energy II LLC is the plan sponsor.
Delta Petroleum emerged from bankruptcy as Par Petroleum
Corporation.  At closing, Laramie and Par Petroleum contributed
their respective assets in Mesa and Garfield counties, Colorado,
to form a new joint venture called Piceance Energy, LLC.  Laramie
and Par Petroleum hold 66.66% and 33.34% ownership interests in
Piceance Energy, respectively

The Company reported a net loss of $470.04 in 2011, a net loss of
$194.01 million in 2010, and a net loss of $349.68 million in
2009.


SAN BERNARDINO: Aware of New City Manager's Bankruptcy, Scandal
---------------------------------------------------------------
Tim Reid, writing for Reuters, reports that the city of San
Bernardino's new city manager Allen J. Parker, according to court
filings, has twice declared personal bankruptcy and was recently
ousted from the board of a small community's water company after
being sued by shareholders.

Reuters says Pat Morris, the mayor of San Bernardino, and the
council members knew about both of Mr. Parker's personal
bankruptcies -- the first in 1991 and the second in 2011 -- and
the litigation surrounding his water board tenure with the Banning
Heights Mutual Water Company before they interviewed him,
according to the mayor's chief of staff.  They discussed both
issues with him when they interviewed Mr. Parker.

According to Reuters, the California newspaper The Press-
Enterprise reported on Thursday that Mr. Parker filed in 2011 for
personal bankruptcy.  In comments to the paper, Mr. Parker said
that his bankruptcy and his ability to handle the city's fiscal
problems were "apples and oranges."

Reuters relates the San Bernardino city council voted unanimously
on Tuesday night, Feb. 19, to hire Mr. Parker, 71, as its city
manager on an annual salary of almost $222,000. He replaces
interim city manager Andrea Travis-Miller, who resigned last month
because, according to friends, she was exasperated by the city's
internal divisions.

Reuters recounts Mr. Parker was a director and then president of
the board of the Banning Heights Mutual Water Company between 2004
and 2010.  He was voted off the board in February 2010 after a
court-ordered special election.  Banning Heights is a tiny
unincorporated community 85 miles east of Los Angeles. The water
company was formed in 1913 to provide water and today it serves
about 250 residents.

Despite its small size, the water rights and land upon which the
community sits are worth millions of dollars, according to John
McClendon, the water board's general counsel, Reuters relates.  At
one point under Mr. Parker's tenure on the water board, an entity
called The Tahiti Group had placed $7 million in an escrow account
to purchase the company, according to correspondence attached to
court filings.

According to Reuters, court filings in the 2009 lawsuit, and a
subsequent separate lawsuit brought by the water company allege
that Mr. Parker, along with others, used their position on the
board to try to sell the water company, against the wishes of
shareholders.  Mr. Parker and others were also accused of
withholding information from shareholders, according to those
court filings. The shareholder sued in 2009 because he said Mr.
Parker and others ignored the results of previous shareholder
elections when they were voted off the board.  Mr. Parker is not a
defendant in the second lawsuit which is still active.


SCHOOL SPECIALTY: Amends Purchase Agreement with Bayside
--------------------------------------------------------
School Specialty, Inc., and certain of its subsidiaries entered
into an Amended and Restated Asset Purchase Agreement with Bayside
School Specialty, LLC, an affiliate of Bayside Finance, LLC, to
amend and restate certain terms of the Asset Purchase Agreement,
dated as of Jan. 28, 2013, by and among the Company, certain of
its subsidiaries and Bayside School Specialty.  Among other
things, the Amended and Restated APA deletes the breakup fee of
$2.85 million that was payable to Bayside School Specialty upon
certain termination events.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SECUREALERT INC: Incurs $1.2 Million Net Loss in Dec. 31 Quarter
----------------------------------------------------------------
SecureAlert, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $1.19 million on $6.06
million of total revenues for the three months ended Dec. 31,
2012, as compared with a net loss available to common stockholders
of $2.22 million on $4.34 million of total revenues for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $28.39
million in total assets, $23.40 million in total liabilities and
$4.99 million in total equity.

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

                        http://is.gd/aqqkl8

                        About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

SecureAlert incurred a net loss attributable to SecureAlert common
stockholders of $19.93 million on $19.79 million of total revenues
for the year ended Sept. 30, 2012, compared with a net loss
attributable to SecureAlert common stockholders of $11.92 million
on $17.96 million of total revenues during the prior fiscal year.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.


SENTINAL INC: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Sentinal Inc.
        aka Syed A Musavi
        1911 Indian Hill Blvd
        Pomona, CA 91767

Bankruptcy Case No.: 13-14492

Chapter 11 Petition Date: February 21, 2013

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

Judge: Peter Carroll

Debtor's Counsel: William F. Vogel, Esq.
                  14540 Victory Bl., Ste 206
                  Van Nuys, CA 91411
                  Tel: (818) 481-2897

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 two largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-14492.pdf


SEQUENOM INC: Samuel Isaly Discloses 5% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Samuel D. Isaly and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 6,688,000 shares
of common stock of Sequenom, Inc., representing 5.83% of the
shares outstanding.  Mr. Isaly previously reported beneficial
ownership of 6,753,000 common shares or a 6.8% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/RxB9NZ

                           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.


SIERRA NEGRA: Plan Solicitation Period Extended to April 18
-----------------------------------------------------------
Sierra Negra Ranch, LLC sought and obtained an additional 60-day
extension until April 18, 2013, of the exclusive period for
securing acceptance of its plan of reorganization.

The Debtor sought the extension to permit it to proceed with
solicitation of the Plan, following the conclusion of the
continued hearing on the disclosure statement.

The Debtor filed the Plan on Nov. 19, 2012.  Under the terms of
the Plan, the Debtor proposes payment in full of its financial
obligations to all estate creditors over a period of time to be
paid from the revenue generated by the Debtor's farm leases
combined with a potential sale of a portion of the Debtor's
property, along with additional capital infusions form its
investors.

The Plan was filed within the 120-day plan filing exclusivity
period, which expired on Dec. 19, 2012.

                         About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land (26
acres of which were subsequently deeded for use as a regional
sewer and water plan location) in the Tonopah area of incorporated
Maricopa County, west of Phoenix, Arizona.  Debtor's membership
interests are held by SNR Management holding a 40% interest and
various other accredited investors who collectively hold the
remaining 60% interest.  It filed a bare-bones Chapter 11 petition
(Bankr. D. Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.
Candace C. Clark, Esq., and Gerald M. Gordon, Esq., at Gordon
Silver, in Las Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SRS DISTRIBUTION: Moody's Assigns First-Time B2 CFR
---------------------------------------------------
Moody's Investors Service assigned a first-time B2 Corporate
Family Rating and B2-PD Probability of Default Rating to SRS
Distribution Inc. Moody's also assigned a B2 rating to the
company's proposed $220 million senior secured term loan.

Proceeds from the term loan, in addition to $100 million of
subordinated notes (unrated) and new equity in the form of common
stock from affiliates of Berkshire Partners LLC, affiliates of
Crescent Mezzanine Partners L.P., and, will finance the
acquisition of SRS from the affiliates of AEA Investors. Berkshire
Partners LLC, through its affiliates, will be the majority owners
of SRS. The rating outlook is stable.

The following ratings will be affected by this action:

Corporate Family Rating assigned B2;

Probability of Default Rating assigned B2-PD; and,

Senior Secured Term Loan due 2019 assigned B2 (LGD3, 45%)

Ratings Rationale:

SRS' B2 Corporate Family Rating reflects the company's highly
leveraged capital structure following the acquisition of the
company by the sponsors. Balance sheet debt is increasing by
almost two-thirds. On a pro forma basis, at the end of 1Q13 ended
January 31, 2013, Moody's calculates adjusted debt leverage to be
slightly above 6.5 times (including Moody's standard adjustments).
Also, SRS will have considerable negative tangible net worth
despite the sizeable equity infusion by the sponsors. Another
constraint is the likelihood that SRS will utilize a portion of
its revolving credit facility for bolt-on acquisitions as part of
its growth strategy.

Providing some offset to SRS' leveraged capital structure is its
solid operating margin, which Moody's projects will remain in the
high-single digits. The ability to generate free cash flow and
availability under the company's revolving credit facility also
support the rating. Despite the substantial increase in balance
sheet debt, pro forma adjusted interest coverage defined as
(EBITDA - Capex)-to-interest expense will be around 1.5 times and
remains within the range expected for the B2 rating category. The
rating also reflects Moody's expectations for reasonable
improvement in the roofing sector during 2013, which will allow
the company to maintain or slightly improve its current operating
performance. Moody's also believes SRS faces no substantial threat
of significant near-term deterioration in operating performance,
as Moody's views roofing as a pocket of strength within the
building products sector. Upon closing, SRS will have no material
debt maturities until 2018 when its revolving credit facility will
mature.

The stable rating outlook incorporates Moody's view that SRS'
operating performance will continue to improve and that free cash
flow will be used for debt reduction, resulting in credit metrics
that are more supportive of the current corporate family rating.

The B2 rating assigned to the senior secured term loan due 2019 is
the same rating as the corporate family rating. The term loan will
be secured by a first lien on the company's domestic non-current
assets and any assets not pledged to the revolver. It will also
have a second lien on the assets securing the revolver. The term
loan also benefits from $100 million in more junior capital, which
would absorb the first losses in a recovery scenario.

Moody's does not expect positive rating actions in SRS' ratings
over the near term primarily due to the company's elevated debt
leverage. However, if the company were to reduce debt using free
cash flow and lower debt-to-EBITDA to below 5.0x (including
Moody's standard adjustments), the ratings may be considered for
an upgrade.

Negative rating actions could occur if SRS' operating performance
falls below Moody's expectations or if the company abandons its
commitment to debt reduction such that (EBITDA-Capex)-to-interest
remains below 1.5 times or debt-to-EBITDA is sustained above 6.0
times (all ratios include Moody's standard adjustments). Excessive
usage of the revolving credit facility for acquisitions or
deterioration in the company's liquidity could pressure the
ratings as well.

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

SRS Distribution Inc., headquartered in McKinney, TX, is a
national distributor of roofing supplies and related building
materials in the United States. Berkshire Partners LLC, through
its affiliates, will be the majority owner of SRS upon closing of
the acquisition. Revenues for the 12 months through January 31,
2013 totaled about $684 million.


SRS DISTRIBUTION: S&P Assigns 'B' CCR & Rates $220MM Loan 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to McKinney, Texas-based SRS Distribution Inc.

At the same time, S&P assigned an issue-level rating of 'B' (the
same as the corporate credit rating) to SRS' proposed $220 million
six and one-half year senior secured bank term loan B.  The
recovery rating is '3', indicating S&P's expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.

The outlook is stable.

The company intends to use proceeds of the term loan and mezzanine
notes (unrated) together equity from Berkshire Partners LLC, SRS
management, and SRS employees to repay outstanding borrowings and
to fund the acquisition of the company from existing owners, AEA
Partners.

"The corporate credit rating reflects SRS' significant pro-forma
debt leverage of more than 6x (adjusted for operating leases) due
to the debt financed acquisition of the company by private equity
firm Berkshire Partners LLC," said credit analyst Thomas Nadramia.
"This debt results in our "highly leveraged" financial risk
assessment.  Our "weak" business risk assessment incorporates
modest but growing operating profitability as a distributor, a
relatively small size and scale of operations, highly competitive
end markets, and some exposure to volatile construction cycles and
unpredictable weather patterns."

"The outlook is stable.  We expect end-market demand for SRS's
roofing products sales to grow over the next 12 months because of
the full ramp up of new branches opened in 2012 and the expected
improvement in housing starts.  As a result, we expect credit
metrics will improve somewhat but will remain in line with a
highly leveraged financial risk profile, with adjusted leverage
improving to about 5.7x by the end of 2013.  In addition, we
believe liquidity, in terms of cash, availability under the
revolving credit facility, and cash flow from operations will be
more than sufficient to meet the company's seasonal working
capital needs and other obligations, including $5 million to
$7 million of estimated capital expenditures," S&P said.

Although S&P do not expect a positive rating action in the near
term given expected leverage metrics and SRS' continued expansion,
it could consider raising the ratings if SRS' operating prospects
during the next several quarters exceed S&P's current expectations
due to stronger-than-expected housing starts and higher roof
replacement volumes because of increased consumer confidence.
Under this scenario, the company's adjusted leverage could improve
to 5x or below on a sustained basis.

A downgrade is less likely the near term, given S&P's favorable
outlook for home construction and remodeling spending.  However,
S&P could take a negative rating action if SRS's expansion, funded
by debt, is more aggressive than expected over the next year, or
if sales growth fails to materialize, causing the company's credit
measures to deteriorate below expected levels.  Specifically, S&P
could lower the ratings if leverage exceeded 7x.


ST. JOSEPH HEALTH: Moody's Keeps Caa2 Rating on US$17.8MM of Debt
-----------------------------------------------------------------
Moody's Investors Service affirmed St. Joseph Health Services of
Rhode Island's Caa2 bond rating on $17.8 million of outstanding
debt issued through the Rhode Island Health and Educational
Building Corporation. The outlook remains negative.

Ratings Rationale:

The affirmation of the Caa2 bond rating and negative rating
outlook reflect St. Joseph's location in the highly competitive
service area of Providence, Rhode Island; weak balance sheet
measures and operating performance, though many financial metrics
showed improvement in FY 2012 with management's stabilization
efforts and with the help of outside consultants. The hospital's
growing pension liability remains an ongoing concern.

Progress has been made in finding a long-term affiliation or
capital partner. Management expects to conclude the Request for
Proposal process and sign a Letter of Intent in the next several
months and then proceed with due diligence and regulatory
approvals. Should the hospital default on the bonds, the recovery
value could lower the rating.

Strengths:

- Newly required monthly payments to the Trustee to fund semi-
annual debt service and interest payments increases likelihood of
debt repayment to bondholders in light of low days cash on hand
and debt service coverage; fully funded debt service reserve

- Achieved rate covenant in fiscal year (FY) 2012: good disclosure
practices by management with monthly financial statements provided
to Moody's

- Proactive management taking several steps to stabilize
performance including identifying a long-term capital and
strategic partner

- Growth in weak balance sheet measure at December 31, 2012 with
the receipt of $2.5 million of meaningful use funding, days cash
on hand improved to 17 from 12 days at fiscal year-end (FYE) 2012

- All fixed rate debt with no derivatives and conservative
investment allocation

- Part of CharterCARE Health Partners, which represents the
affiliation between St. Joseph and Roger Williams Medical Center
(Roger Williams), has led to improved performance with the
consolidation of several back office services and some clinical
consolidation between the two providers

Challenges:

- Very weak cash position as of December 31, 2012 with 17 days
cash on hand, new days cash covenant of 10 days for FY 2012 with
forbearance agreement between St. Joseph's and Trustee which was
the result of missing the bond covenant in FY 2011

- Operating losses continue in FY 2012 ending September 30, 2012,
with -3.1% operating margin and 1.8% operating cash flow margin,
Moody's notes this performance is an improvement over the prior
year and is the first positive operating cash flow margin in the
last three years

- Increase in the pension liability to $87 million as of September
30, 2012 from $72 million at fiscal year-end (FYE) 2011, largely
due to the drop in the discount rate to 3.69% from 4.54%; although
the plan is not subject to ERISA funding guidelines given its
status as a church plan; cash to total comprehensive debt
(including the pension) is a very weak at 4% and unrestricted net
assets declined further to a negative $75 million resulting in
over 100% debt to capitalization

- Competitive Providence healthcare market with multiple
struggling small providers looking for partnership mainly from
for-profit providers

- Weak economy in Providence (Baa1/negative GO rating) and the
state Rhode Island (Aa2 GO rating) with a 10.2% unemployment rate
in Providence and 10.8% in the state

Outlook:

The negative outlook reflects the risk of a possible payment
default and recovery values if St. Joseph's cannot generate
improved cash flow.

What Could Make the Rating Go Up?

An upgrade is unlikely in the near-term; however, over the longer
term, material liquidity gains without additional debt, sustained
material operating improvement

What Could Make the Rating Go Down?

Bond payment default or bankruptcy

Principal Methodology Used:

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


STAMP FARMS: Taps O'Keefe & Associates as Financial Advisor
-----------------------------------------------------------
Stamp Farms, L.L.C., et al., ask the U.S. Bankruptcy Court for the
Western District of Michigan for permission to employ O'Keefe &
Associates Consulting, L.L.C. as its financial restructuring
advisors during its bankruptcy proceedings.

The Debtors relate that on Nov. 6, 2012, the Debtors engaged
O'Keefe & Associates to provide services as manager, including
providing certain of personnel to the Company to manage, supervise
and administer the Company and the restructuring of the Company's
business operations and related financial activities.  The
manager's duties and responsibilities will include the control and
management of all cash activities, negotiations with the Company's
lenders including Wells Fargo Bank, National Association,
preparation of reports to Wells Fargo, including borrowing base
reports, preparation of 13-week cash projections and projections
of future operating results and cash available for debt service,
and development and implementation of a comprehensive
restructuring plan for the Company.

Under the agreement, O'Keefe received a retainer of $50,000.
The remaining retainer balance as of the Petition Date is $33,240
and O'Keefe has agreed to hold the retainer in trust for
application against its final allowed fees.  O'Keefe's
professionals and paraprofessionals will charge hourly rates
ranging from $100 to $425.

To the best of the Debtors' knowledge, O'Keefe 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.


STRADELLA INVESTMENTS: Feb. 27 Disclosure Statement Hearing Set
---------------------------------------------------------------
Stradella Investments, Inc., has filed a First Amended Disclosure
Statement describing its Chapter 11 Plan of Reorganization dated
Feb. 13, 2013.  The Court will consider the adequacy of the
information of the Disclosure Statement at a hearing on Feb. 27,
2013, at 1:30 p.m.

The Plan provides for creditors to be paid in full over time from
the proceeds of the Debtor's assets.

General unsecured creditors in Class 3 will be paid from any
amounts remaining from the proceeds of the Note after Secured
Creditors in Class 1 and Class 2 are paid.

Class 4 Equity Interests in the Debtor will retain their
interests.

A copy of the First Amended Plan of Reorganization is available
at http://bankrupt.com/misc/stradella.doc111.pdf

San Juan Capistrano, California-based Stradella Investments, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Case No. 10-23193) on Sept. 19, 2010.  Timothy J. Yoo, Esq., at
Levene Neale Bender Rankin & Brill LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $25,000,000 in assets
and $121,000,671 in liabilities in its schedules.

The Debtor's primary assets is a $25 million promissory note in
its favor made out by RM Eagle, LLC, in connection with the
purchase of certain real property.  RM Eagle defaulted on a
construction loan with respect to the development of the Property,
and the lender foreclosed on RM Eagle.  An affiliate of Stark
Investments is currently the title holder of the Property.  The
Note is secured by a deed of trust on the Property.


SYSTEMS INTEGRATION: Case Summary & 14 Unsecured Creditors
----------------------------------------------------------
Debtor: Systems Integration and Management Corporation
          dba Sim, Inc.
              Systems Integration & IT Mgt, Corporation
              Systems Integration and Management, Inc.
        P.O. Box 1399
        Vienna, VA 22183

Bankruptcy Case No.: 13-10826

Chapter 11 Petition Date: February 22, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Gregory H. Counts, Esq.
                  TYLER, BARTL, RAMSDELL & COUNTS, PLC
                  300 North Washington Street, Suite 202
                  Alexandria, VA 22314-4252
                  Tel: (703) 549-7178
                  Fax: (703) 549-5011
                  E-mail: gcounts@tbrclaw.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 14 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/vaeb13-10826.pdf

The petition was signed by Mary D. Slaey, president/CEO.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mary D. Slaey                         13-10541            02/04/13


TEJAL INVESTMENT: Court Stays Foreclosure Pending Appeal
--------------------------------------------------------
The Bankruptcy Court in Utah granted Tejal Investment, LLC's Ex
Parte Motion for Stay of Pending Foreclosure Sale Pending Appeal
Pursuant to Rule 8005.  According to Judge William T. Thurman, the
stay will remain in force and effect and creditors, namely First
Citizens Bank, will not be entitled to relief from the automatic
stay until a plan is confirmed or otherwise deemed appropriate by
the Bankruptcy Court.

A copy of Judge Thurman's Feb. 19, 2013 order is available at
http://is.gd/tQmMYBfrom Leagle.com.

As reported by the Troubled Company Reporter on Dec. 20, 2012, at
the behest of First-Citizens Bank & Trust Co., Judge Thurman
lifted the automatic stay to allow the bank to exercise its rights
with respect to Tejal Investment's real property owned.  The judge
agreed with the bank that the Debtor has no "reasonable
possibility of a successful reorganization within a reasonable
time."

The Debtor filed a Chapter 11 Plan of Reorganization and
Disclosure Statement on Nov. 13, 2012.  No hearings have been set
on the approval of the Disclosure Statement or the confirmation of
the Plan.

According to Judge Thurman, a successful reorganization for the
Debtor is unreasonable and not probable because the Plan is not
feasible and reorganization is not in prospect given the Debtor's
financial circumstances.

A copy of the Court's Dec. 12, 2012 Memorandum Decision is
available at http://is.gd/Dacwdcfrom Leagle.com.

Tejal Investment filed a chapter 11 petition (Bankr. D. Utah Case
No. 12-28606) on July 3, 2012.  The Debtor's primary asset is a
60-room hotel property in Logan, Utah.  Since 2009, the Debtor has
operated the hotel pursuant to a franchise agreement with Choice
Hotel International under the trade name "Comfort Inn."  No
committee has been appointed in the case.

The Debtor estimated under $10 million in both assets and debts.

This is the Debtor's second bankruptcy filing.  It sought also
chapter 11 case (Bankr. D. Utah Case No. 10-28056) on June 14,
2010.  Judge R. Kimball Mosier oversaw the 2010 case.  Tyler J.
Jensen, Esq. -- tylerjensen@lebaronjensen.com -- at LeBaron &
Jensen, P.C., served as counsel.

No plan was confirmed in the 2010 case and the case was dismissed
on Dec. 20, 2011, upon the request of First-Citizens Bank & Trust
Co.

In the 2010 petition, the Debtor also estimated under $10 million
in both assets and debts.

Tyler T. Todd, Esq., at Labrum Neeley Velez & Associates, PC, in
St. George, Utah, represents the Debtor in the 2012 case.

Daniel K. Watkins, Esq. -- dwatkins@peckhadfield.com -- at Peck
Hadfield Baxter & Moore, LLC, in Logan, represents First-Citizens
Bank & Trust Co.


THERMOENERGY CORP: Guggenheim Discloses 17% Stake at Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Guggenheim Capital, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
24,441,140 shares of common stock of ThermoEnergy Corporation
representing 17.3% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/cTPDOS

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $3,387,000 and its
total liabilities exceeded its total assets by $4,603,000.

The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$3.85 million in total assets, $13.06 million in total
liabilities, and a $9.21 million total stockholders' deficiency.


THINKFILM LLC: Bergstein Loses Appeal on Involuntary Bankruptcy
---------------------------------------------------------------
District Judge Philip S. Gutierrez in California denied David
Bergstein's request for leave to appeal a Bankruptcy Court order
rejecting his motion to dismiss the involuntary Chapter 11
bankruptcy petitions against certain of his companies.

Aramid Entertainment Fund, Ltd., Screen Capital International
Corp., and other petitioning creditors filed involuntary
bankruptcy petitions against:

     -- ThinkFilm LLC,
     -- R2D2, LLC,
     -- CT-1 Holdings, LLC,
     -- Capco Group, LLC, and
     -- Capitol Films Development, LLC

On Dec. 18, 2012, Mr. Bergstein moved for leave to appeal a
Bankruptcy Court order denying his motion to dismiss.  The motion
to dismiss was based on allegations that the related cases were
filed in bad faith as part of a fraudulent scheme to attempt to
deceive the court as to the existence of legitimate claims.

On Nov. 2 and Nov. 6, 2012, the Bankruptcy Court denied Mr.
Bergstein's motions.

A copy of the District Court's Feb. 21, 2013 Order is available at
http://is.gd/DW21hMfrom Leagle.com.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


THOR INDUSTRIES: Interim Use of Cash May Expire Today
-----------------------------------------------------
Bankruptcy Judge Marcia Phillips Parsons on February 19 signed an
agreed order authorizing Thor Industries, LLC, to continue using
cash collateral until Feb. 26, 2013.  The Debtor has reached
interim agreements with Tennessee State Bank for the use of cash.
The Debtor needs another agreement with the bank to further extend
access to the cash collateral.

To secure the aggregate amount of all cash collateral used by the
Debtor, Tennessee State Bank is granted (i) a replacement lien and
security interest on all of the Prepetition Collateral and (ii) an
additional postpetition lien and security interest, junior only to
any valid and presently existing liens or security interests, in
the property of the estate.  The Debtor is liable to the bank in
an amount not exceeding $8,363,000.

                     About Thor Industries

Lake City, Tennessee-based Thor Industries, LLC, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 12-50625) in Greenville on
March 30, 2012.  The Debtor disclosed $11.97 million in assets and
$10.0 million in liabilities as of the Chapter 11 filing.  The
Debtor owns the property in Mountain Lake Marina & RV Resort in
Campground Road, Lake City, Tennessee, worth $11 million and
securing an $8.52 million debt.  The Debtor also owns a property
Hickory Bluff Marina, in Camden County, Georgia, worth $875,000
and securing a $375,000 loan.

Judge Marcia Phillips Parsons oversees the case.   Dean B. Farmer,
Esq., at Hodges, Doughty & Carson PLLC represents the Debtor in
its restructuring efforts.  The petition was signed by R. Steven
Williams, Sr., chief manager.

Samuel K. Crocker, U.S. Trustee for Region 8, was unable to form a
committee of unsecured creditors because there were an
insufficient number of unsecured creditors interested in forming a
committee.


TIMIOS NATIONAL: Enters Into Agreements with Perma-Fix, YA Global
-----------------------------------------------------------------
Timios National Corporation entered into the following agreements:

   * Settlement and Release Agreement, by and among the Company,
     Perma-Fix Environmental Services, Inc., and Safety & Ecology
     Holdings Corporation, a copy of which is available at:

     http://is.gd/5CP7MF

   * Promissory Note issued by PESI to TNC in the original
     principal amount of $229,773, a copy of which is available
     at http://is.gd/P5ck4v

   * Settlement and Release Agreement by and among the Company,
     Christopher P. Leichtweis, and certain other signatories
     thereto, a copy of which is available for free at:

     http://is.gd/iAJXsC

   * Restructuring Agreement, by and between the Company and its
     wholly-owned subsidiary, CSS Management Inc., on the one
     hand, and YA Global Investments, L.P., on the other, a copy
     of which is available at http://is.gd/omhOXK

   * Second Amended and Restated Promissory Note issued by the
     Company to YA in the original principal amount of $250,000,
     a copy of which is available at http://is.gd/spjjti

   * Second Amended and Restated Non-Recourse Promissory Note
     issued by the Company to YA in the original principal amount
     of $550,000, a copy of which is available at:

     http://is.gd/QrIgIs

   * Amendment No. 1 to the Amended and Restated Security
     Agreement dated August 28, 2012 by and between the Company
     and YA, a copy is available at http://is.gd/WJXhaS

   * Amendment No. 1 to the Amended and Restated Security
     Agreement dated Aug. 28, 2012, by and between CSS and YA,
     a copy of which is available at http://is.gd/TlPC51

   * The Reaffirmation and Ratification Agreement by and between
     the Company and CSS, on the one hand, and YA, on the other,
     pursuant to which the Company and CSS each reaffirmed and
     ratified their obligations to YA, a copy of which is
     available for free at http://is.gd/u2BpO1

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

                        http://is.gd/u2BpO1

                        About Timios National

Timios National Corporation (formerly known as Homeland Security
Capital Corporation) was incorporated in Delaware on Aug. 12,
1997, under the name "Celerity Systems, Inc."  In August 2005, the
Company changed its name to "Homeland Security Capital
Corporation" and changed its business plan to seek acquisitions of
and joint ventures with companies operating in the homeland
security business sector and, until July 2011, operated soley as a
provider of specialized, technology-based, radiological, nuclear,
environmental, disaster relief and electronic security solutions
to government and commercial customers.  The Company's corporate
headquarters is located in Arlington, Virginia.

Timios National's balance sheet at Sept. 30, 2012, showed $9.21
million in total assets, $4.86 million in total liabilities and
$4.34 million in total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Coulter & Justus,
P.C., in Knoxville, Tennessee, noted that Related Party Senior
Notes Payable totalling $5.55 million are due and payable.  As of
Dec. 31, 2011, the Company has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.


TITAN PHARMACEUTICALS: Deerfield Mgmt Holds 8% Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Deerfield Mgmt, L.P., and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
6,588,234 shares of common stock of Titan Pharmaceuticals, Inc.,
representing 8.05% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/qpQEI6

                     About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at Sept. 30, 2012, showed
$10.74 million in total assets, $37.87 million in total
liabilities, and a $27.13 million total stockholders' deficit.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan's ability to
continue as a going concern.  The independent auditors noted that
the Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.


TOMNIK FOOD: Updated Case Summary & Creditors' Lists
----------------------------------------------------
Lead Debtor: Tomnik Food Service North, Inc.
             3827 Crompound Road
             Yorktown Heights, NY 10598

Bankruptcy Case No.: 13-22281

Chapter 11 Petition Date: February 21, 2013

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Anne J. Penachio, Esq.
                  PENACHIO MALARA LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  E-mail: apenachio@pmlawllp.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Tomnik Food Services South, Inc.       13-22284
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Tomnik Food Services, Inc.             13-22271

The petitions were signed by Tom Voustas, president.

A. A copy of Tomnik Food Service North, Inc.'s list of its four
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/nysb13-22281.pdf

B. A copy of Tomnik Food Services South, Inc.'s list of its six
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/nysb13-22284.pdf


TOPLINE PRINTING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Topline Printing & Graphics, Inc.
        dba Discountprinting123.Com
        dba Printpelican.Com
        1770 West 10th Street
        Riviera Beach, FL 33404-0000

Bankruptcy Case No.: 13-13909

Chapter 11 Petition Date: February 21, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Julianne R. Frank, Esq.
                  FRANK, WHITE-BOYD, PA
                  11382 Prosperity Farms Rd #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  E-mail: fwbbnk@fwbpa.com

Scheduled Assets: $785,860

Scheduled Liabilities: $3,885,444

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-13909.pdf

The petition was signed by A. Grant Morris, president.


TRANS ENERGY: Mark Woodburn Reports 7.3% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Feb. 14, 2012, Mark Woodburn disclosed that he
beneficially owns 965,110 shares of common stock of Trans Energy,
Inc., representing 7.3% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/PuhgEk

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRIUS THERAPEUTICS: Wellington Discloses 6% 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 2,738,276 shares
of common stock of Trius Therapeutics, Inc., representing 6.74% of
the shares outstanding.  Wellington previously reported beneficial
ownership of 831,910 common shares or a 2.9% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/yhTO4w

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of Dec. 31, 2011, the Company had an accumulated deficit of
$95.4 million.  The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration.  However, the Company has
generated no revenues from product sales to date.

The Company's balance sheet at Sept. 30, 2012, showed
$80.25 million in total assets, $18.90 million in total
liabilities and $61.34 million in total stockholders' equity.


TUNICA-BILOXI: Moody's Keeps CFR at B3; Outlook Is Negative
-----------------------------------------------------------
Moody's Investors Service revised the ratings outlook of Tunica-
Biloxi Gaming Authority to negative from stable, while affirming
its long term ratings, including the B3 Corporate Family Rating
and B3-PD Probability of Default rating.

The outlook revision reflects Moody's expectation that TBGA's
topline trends will remain weak in the near-term, owing to soft
gaming demand in its primary feeder markets in Louisiana and
intensified competition as a result of the opening of the
L'Auberge Casino & Hotel in September 2012 and the opening of The
Jena Choctaw Pines Casino in early 2013. In the first three
quarters of fiscal 2012, TBGA saw year over year gaming revenue
declines in the low single-digit range. In Moody's opinion, this
trend will continue near-term. TGBA has looming debt maturities in
the form of the partially drawn revolving credit facility due
December 2014 and the senior unsecured notes due November 2015.
Moody's is concerned that the company may have to refinance these
maturities at a time when operating performance is weakening.

Ratings affirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$150 million 9.0% senior unsecured notes due 2015 at B3 (LGD4,
52%)

Ratings Rationale:

Notwithstanding concerns over operating trends, Moody's expects
TBGA will maintain an adequate liquidity profile over the next 12
months supported by its cash balance, expectations for breakeven
cash flow (after tribal distributions), and available capacity
under the $20 million revolving credit facility. Cushion, however,
under the revolving credit facility's fixed charge covenant is
limited and may require TBGA to scale back distributions in order
to remain compliant.

The B3 CFR reflects TBGA's small scale, single asset profile,
recent revenue/earnings declines, and expectations for near-term
earnings pressure from increased competition. The rating also
considers TBGA's high leverage, adjusted for tribal distributions,
and Moody's expectation that the adjusted leverage will likely
remain above 7.0 times in the near term given earnings pressure
and material tribal distributions. The rating is supported by the
Authority's established market position and adequate liquidity
profile.

The ratings could be downgraded if revenue/earnings continue to
decline, adjusted total leverage increases above 8.5 times on a
sustained basis, free cash flow turn negative (inclusive of tribal
distributions and capital expenditures), or if the TGBA breeches
covenants on its revolving credit facility. Ratings pressure could
also mount as debt maturities approach.

Moody's could revise the outlook to stable if the Authority
stabilizes/improves its earnings despite competitive headwinds and
extends the debt maturity profile. The ratings could be upgraded
if the Authority develops a track-record of consistent revenue and
earnings growth such that adjusted total leverage is sustained
below 5.5 times. A shift towards a more conservative financial
policy could also yield positive ratings pressure.

The principal methodology used in this rating was Global Gaming
published in December 2009.

TBGA is an unincorporated governmental agency of the Tunica-Biloxi
Tribe of Louisiana. TBGA owns and operates the Paragon Casino
Resort located in Marksville, Louisiana.


UNI-PIXEL INC: K. Douglas Discloses 7% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Kevin Douglas and his affiliates disclosed
that, as of Dec.31, 2012, they beneficially own 750,000 shares of
common stock of Uni-Pixel, Inc., representing 7.7% of the shares
outstanding.  Mr. Douglas previously reported beneficial ownership
of 698,000 common shares or a 7.2% equity stake at Aug. 15, 2012.
A copy of the amended filing is available at http://is.gd/P8kOUm

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.39 million in total assets, $103,588 in total liabilities and
$16.29 million in total shareholders' equity.


UNI-PIXEL INC: Goldberg Discloses 6% Equity Stake at Feb. 14
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Goldberg Capital Management disclosed that,
as of Feb. 14, 2013, it beneficially owns 621,968 shares of common
stock of Uni-Pixel Inc. representing 6.41% of the shares
outstanding.  A copy of the filing is available for free at:

                       http://is.gd/NwFNBZ

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.39 million in total assets, $103,588 in total liabilities and
$16.29 million in total shareholders' equity.


UNI-PIXEL INC: FMR LLC Discloses 6% Equity Stake at Feb. 13
-----------------------------------------------------------
In a 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 595,030 shares of common
stock of Uni-Pixel, Inc., representing 6.156% of the shares
outstanding.  A copy of the filing is available at:

                       http://is.gd/b9tPOs

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.39 million in total assets, $103,588 in total liabilities and
$16.29 million in total shareholders' equity.


UNITED AMERICAN: Delays Form 10-Q for Dec. 31 Quarter
-----------------------------------------------------
United American Healthcare Corporation is not in a position to
file its quarterly report on Form 10-Q for the Company's period
ended Dec. 31, 2012, with the U.S. Securities and Exchange
Commission because the Company cannot complete the Form 10-Q in a
timely manner without unreasonable effort or expense.

                        About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

The Company's balance sheet at Sept. 30, 2012, showed
$15.5 million in total assets, $12.9 million in total liabilities,
and stockholders' equity of $2.6 million.

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.


UTSTARCOM HOLDINGS: Extraordinary Meeting Set for March 21
----------------------------------------------------------
UTStarcom Holdings Corp will hold an extraordinary general meeting
of shareholders at the Company's offices located at Room 303,
Building H, Phoenix Place, No. A5 Shuguangxili, Chaoyang District,
Beijing, P.R. China, 100028, on Thursday, March 21, 2013, at 1:00
p.m., local time.

At the extraordinary meeting, shareholders will be asked to
consider and vote upon a proposal to approve and authorize a
reverse share split of the Company's issued and outstanding
Ordinary Shares at a whole number ratio of one-for-three and in
connection with the reverse share split, the further amendment and
restatement of the Company's amended and restated memorandum and
articles of association.

A copy of the proxy statement is available for free at:

                        http://is.gd/plE9FN

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $505.93
million in total assets, $279.29 million in total liabilities and
$226.64 million in total equity.


VERIFONE: S&P Revises Outlook to Stable &  Affirms 'BB-' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
San Jose, Calif.-based VeriFone Systems Inc. and subsidiary
VeriFone Inc. to stable from positive and affirmed the 'BB-'
corporate credit ratings.

"The outlook revision to stable reflects our expectation that weak
operating trends and lower EBITDA levels will result in leverage
at the mid-3x level over the coming year," said Standard & Poor's
credit analyst John Moore.  The prior outlook had incorporated
S&P's expectation that VeriFone would maintain organic revenue
growth and stable profitability, leading to leverage sustained
below 3x.

"Our rating on VeriFone reflects the company's leading global
market share in growing merchant payment systems markets, offset
in part by increased competition from nascent rival payment
technologies, resulting in our characterization of its business
risk profile as "fair".  Our assessment of the company's
"significant" financial risk profile is based on its leverage in
the 3x area.  We expect the company will maintain its "adequate"
liquidity over the coming year and we assess its management and
governance as "fair", S&P said.

The stable outlook reflects the company's leading presence in
global merchant payment systems markets and S&P's expectation that
leverage will range between 3x and 4x over the coming year.  S&P
could lower the ratings if weak operating performance or debt-
financed acquisitions resulted in sustained leverage in the high
3x range or above.  Ratings upside is currently constrained by
S&P's expectation of near-term decline in revenue and EBITDA.


VIGGLE INC: Incurs $12.4 Million Net Loss in Dec. 31 Quarter
------------------------------------------------------------
Viggle Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $12.43
million on $3.87 million of revenue for the three months ended
Dec. 31, 2012, compared with a net loss of $16.66 million on $0 of
revenue for the same period during the prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $31.89 million on $5.92 million of revenue, as compared
with a net loss of $50.55 million on $0 of revenue for the same
period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $17.67
million in total assets, $30.10 million in total liabilities and a
$12.42 million total stockholders' deficit.

"I'm happy to report our significant revenue growth and EBITDA
improvements over the previous quarter," said Greg Consiglio,
President and COO of Viggle.  "By securing the additional line of
credit, we expect to continue to drive new product development
enhancements and launch new customer acquisition and partner
efforts that will allow us to drive the business forward."

"The exciting growth Viggle is experiencing made the decision to
provide this line of credit an easy one," said Sillerman.  "These
funds should provide the necessary capital to let us continue to
invest in people and our product, while advancing us towards
positive cash flow from operations by the end of 2013."

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

                        http://is.gd/R0s67p

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.

The Company's balance sheet at Dec. 31, 2012, showed $17.67
million in total assets, $30.10 million in total liabilities and a
$12.42 million total stockholders' deficit.


VIGGLE INC: Adage Capital Discloses 10% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Adage Capital Partners, L.P., and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 7,707,208 shares of common stock of Viggle Inc. representing
10.01% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/isqV6f

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.

The Company's balance sheet at Dec. 31, 2012, showed $17.67
million in total assets, $30.10 million in total liabilities and a
$12.42 million total stockholders' deficit.


VIGGLE INC: BAMCO Inc Discloses 6% Equity Stake
-----------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Feb. 14, 2013, BAMCO Inc. and its affiliates
disclosed that they beneficially own 5,090,908 shares of common
stock of Viggle Inc. representing 6.66% of the shares outstanding.
A copy of the filing is available at http://is.gd/hDnJ7W

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.

The Company's balance sheet at Dec. 31, 2012, showed $17.67
million in total assets, $30.10 million in total liabilities and a
$12.42 million total stockholders' deficit.


VISUALANT INC: Gemini Master Holds Less Than 1% Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Gemini Master Fund, Ltd., and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
809,567 shares of common stock of Visualant, Inc., representing
0.9% of the shares outstanding.  A copy of the filing is available
for free at http://is.gd/JGqrx9

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $4.69 million
in total assets, $4.94 million in total liabilities, $38,490 in
noncontrolling interest and a $280,232 total stockholders'
deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VITESSE SEMICONDUCTOR: Prescott Reports 9% Stake at Dec. 31
-----------------------------------------------------------
In a 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 2,344,000 shares of common stock of Vitesse Semiconductor
Corporation representing 9.1% of the shares outstanding.  A copy
of the filing is available at http://is.gd/INM29K

                           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.


WARHORSE-BALTIMORE: Case Summary & 5 Unsecured Creditors
--------------------------------------------------------
Debtor: Warhorse-Baltimore Real Estate LLC
        5920 S. Rainbow, Suite 11
        Las Vegas, NV 89118

Bankruptcy Case No.: 13-11346

Chapter 11 Petition Date: February 21, 2013

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Andras F. Babero, Esq.
                  BLACK & LOBELLO
                  10777 W. Twain Ave, 3rd Flr.
                  Las Vegas, NV 89135
                  Tel: (702) 869-8801
                  E-mail: ababero@blacklobellolaw.com

Scheduled Assets: $0

Scheduled Liabilities: $7,501,500

A list of the Company's five largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-22281.html

The petition was signed by Dale Dowers, managing member.


WESTERN ENERGY: IROC Purchase Has No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's Investor Services reports Western Energy Services Corp.'s
plan to acquire IROC Energy Services Corp. for total consideration
of CN$194 million is credit positive but has no impact on its B2
corporate family rating or stable outlook.

Western Energy Services Corp., based in Calgary, Alberta, provides
land contract drilling services to North American Exploration and
Production companies. Annual revenues total roughly $350 million.


WESTERN POZZOLAN: IIP Renews Bid to Dismiss Chapter 11 Case
-----------------------------------------------------------
Interest Income Partners, L.P., a secured creditor in the
bankruptcy case of debtor Western Pozzolan Corp., has filed a
renewed motion to dismiss the Debtor's chapter 11 case.

IIP, owed by the Debtor on account of a $1.5 million secured note
that has matured, argues the case should be dismissed for "cause",
including:

  a. the Debtor has not been able to and is not able to
     reorganize,

  b. the Debtor has stated in its August monthly operating report
     that it has not paid for general liability insurance, and

  c. the Chapter 11 trustee has determined that he is not going to
     sell the Debtor's property or attempt to reorganize the
     Debtor.

IIP said that in communicating with the trustee's counsel, it was
informed that the trustee will not seek to sell the property and
will not oppose the renewed motion to dismiss.

A continued hearing on the motion is set for March 28, 2013, at
2:00 p.m.

IIP first sought case dismissal in October 2012.  At the hearing
on the motion, the Debtor and the U.S. Trustee instead sought
appointment of a Chapter 11 trustee.

                     About Western Pozzolan

Western Pozzolan Corp., is in the business of mining and selling
pozzolan ore.  Western Pozzolan operates the Long Valley Pozzolan
Plant in Lassen County, California.  The Company filed a Chapter
11 bankruptcy petition (Bankr. D. Nev. Case No. 12-11040) in Las
Vegas, Nevada, on Jan. 30, 2012.

Judge Mike K. Nakagawa presides over the case, taking over from
Judge Linda B. Riegle.  Matthew Q. Callister, Esq., at Callister &
Associates, serves as the Debtor's counsel.  The Debtor disclosed
$10,825,304 in assets and $2,916,012 in liabilities as of the
Chapter 11 filing.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors.

Western Pozzolan first filed for bankruptcy protection (Bankr. D.
Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.

On Dec. 3, 2012 the Hon. Mike K. Nakagawa, in response to Interest
Income Partners, L.P.'s request for the dismissal of the Debtor's
case, ordered the appointment of a Chapter 11 trustee.  The Debtor
said that the bankruptcy case will benefit from the appointment of
a Chapter 11 trustee, given the development of the cases
associated with the Debtor's principal, James W. Scott.

The U.S. Bankruptcy Court District of Nevada authorized David A.
Rosenberg, the Chapter 11 trustee for Western Pozzolan Corp., to
employ Howard Kim & Associates as his general purpose counsel.


XCELL ENERGY: Lender Wants Foreclosure, Trustee or Chapter 7
------------------------------------------------------------
Alpha Credit Resources LLC, a secured creditor of Xcell Energy and
Coal Company LLC, asks the Bankruptcy Court to enter an order
granting it relief from the automatic stay to foreclose on the
membership interests in Xcell.  Alternatively, Alpha moves for
entry of an order (i) dismissing or converting the Debtor's
bankruptcy case from a case under chapter 11 of the Bankruptcy
Code to a case under chapter 7, pursuant to Bankruptcy Code
section 1112(b); or (ii) directing the appointment of a chapter 11
trustee pursuant to Bankruptcy Code section 1104(a).

Alpha, the primary secured creditor in the case, is owed over
$8 million in principal, interest, fees, and expenses that have
accrued on a loan obligation on which Xcell repeatedly defaulted.

On Jan. 28, 2013, Alpha commenced an action in Johnson Circuit
Court, Johnson County, Kentucky, against Xcell and sought and
obtained appointment of a receiver.  Alpha also chose to exercise
its right to initiate a foreclosure proceeding to foreclose on the
membership interests in Xcell, which interests constitute
collateral securing the claims of Alpha.  Alpha scheduled an
auction for March 7.

The Debtor and its parent company, Energy Investment Group, LLC,
filed a bankruptcy petition solely for the purpose of frustrating
Alpha's legitimate effort to recover its Collateral by thwarting
the auction and halting the state action.

"Despite years of mismanagement of the business, unwillingness to
pay its own employees and vendors, and refusal to undertake any
voluntary action to remediate numerous continuing operational
violations, Xcell has now improperly sought bankruptcy relief in a
purported effort to buy time to achieve value for its
stakeholders, despite the fact that all equity in the Debtor is
already subject to Alpha's prior secured claim," says Chrisandrea
L. Turner, counsel to Alpha.

"Moreover, Xcell's continuing unwillingness to negotiate and its
improper efforts to block Alpha from exercising its rights are
motivated and explained by multiple, debilitating conflicts of
interest involving Polo Investments, LLC ("Polo"), an entity that
purports to have an ownership interest in the Debtor's direct
parent, EIG.  To date, Polo has aggressively used its purported
ownership interest to appoint its own acting manager, Edmond L.
DiClemente ("DiClemente"), as the acting manager of Xcell, despite
the fact that, on information and belief, DiClemente has no
experience with coal mining or the regulations governing coal
mining operations.  Rather, DiClemente is a CPA and, on
information and belief, is located in Burlington, Connecticut.

"Furthermore, Polo and DiClemente have improperly directed Xcell
to seek the joint administration of its case with that of EIG in
an attempt to ensure that any sale proceeds realized from the sale
of the Collateral will accrue to the benefit of Polo."

A hearing on Alpha's request is scheduled for Feb. 28, 2013, at
10:00 a.m.

                     Debtor to Pursue Sale

From its inception through October 2010, Xcell conducted coal
mining operations on various of its leased properties.  Xcell
began experiencing financial problems in early 2010 after Alpha
called Xcell in default of a loan.

The Debtor said in bankruptcy court filings that in mid-to late-
December 2012, Xcell's former manager was ousted from his position
and Polo Investments, LLC was implemented as manager of Xcell, by
virtue of Polo's sole ownership of Xcell's sole owner, EIG.
After Polo's acting manager, Edmond L. DiClemente displaced the
former Xcell maanger, Alpha showed interest in eforcing its rights
in connection with the loan.  Alpha in January 2013 filed a
complaint in state court and sought a receiver based on
reclamation issues at the Xcell mine site.

The Debtor said that outside of bankruptcy, Alpha insisted that
Xcell pay its outstanding $8 million Loan balance immediately or
hand over ownership and control of Xcell, despite the fact that
the value of the permitted and unpermitted coal reserves held by
Xcell far exceeds the debt Xcell owes to Alpha.

Thus, the Debtors, under new management, became convinced that a
resolution that benefited any interested party other than Alpha
would be unattainable outside of the Chapter 11 process.

Consequently, the Debtors seek the protection of the Bankruptcy
Court so they may develop an approved process for the sale of
their assets in order to maximize value for the benefit of the
creditors of their Estates and all other interested parties.

                      About Xcell Energy

Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, sought Chapter 11 protection (Bankr. E.D.
Ky. Case Nos. 13-70095 and 13-70096) on Feb. 14, 2013, in
Pikeville, Kentucky.

The Debtor is represented by attorneys at DelCotto Law Group PLLC
in Lexington, Kentucky.

Xcell Energy estimated assets and debts in excess of $10 million.


XCELL ENERGY: Taps DelCotto Law Group as Counsel
------------------------------------------------
Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, ask for Bankruptcy Court approval to employ
DelCotto Law Group PLLC as bankruptcy attorneys effective as of
the Petition Date.

The Debtors have obtained interim approval of the application.  A
final hearing will be held on March 27, 2013 at 9:30 a.m.
Objections are due March 8.

The firm's currently hourly rates range from $220 to $450 per hour
for attorneys and $130 to $165 per hour for paralegals, which
rates are adjusted periodically and at least annually.  The Firm
charges normal and reasonable charges for expenses such as
copying, facsimiles, mileage, postage, etc. for which it intends
to seek reimbursement.

For services rendered by DLG as counsel in connection with the
preparation of the Chapter 11 cases, DLG has received a retainer
in the amount of $38,276 for EIG.  Deducting fees earned by the
firm for prepetition work, the balance is $27,900.  The source of
payment for the retainer was a capital contribution from Polo
Investments, LLC, the sole member of EIG.

DLG has received the filing fee of $1,213 for Xcell from Polo as
gifted funds from Polo.

The firm has conditioned its engagement of Xcell upon Court
approval of receipt of a postpetition retainer of $38,000 for
Xcell.  DLG reserves its right to withdraw as counsel if these
funds are not received.

                       Alpha Objection

Alpha Credit Resources LLC, a secured creditor owed $8 million,
says it does not object as to the competency of the Debtors'
proposed counsel.  However, it filed an objection to the approval
of the employment application because "additional information is
needed before this Court can make an informed decision whether the
Employment Application satisfies Section 327 and Bankruptcy Rule
2014."

Alpha says that DelCotto's representation of Xcell and its direct
parent, EIG, may give rise to an irremediable conflict.  "Although
Alpha will need to obtain additional information to determine
whether an actual conflict of interest exists, there is no
question that representing a corporate debtor and its sole equity
holder gives rise to a potential conflict that may result in the
disqualification of DelCotto as counsel for the Debtors," says
Alpha counsel, Chrisandrea L. Turner, Esq., at Stites & Harbison
PLLC.

Alpha has also questioned the capital contribution from Polo to
pay for counsel.  Alpha notes that although most courts do not
consider payment of a professional's fees by a third party as a
per se disqualification, such arrangements must be scrutinized due
to the appearance of impropriety.

                      About Xcell Energy

Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, sought Chapter 11 protection (Banrk. E.D.
Ky. Case Nos. 13-70095 and 13-70096) on Feb. 14, 2013 in
Pikeville, Kentucky.

The Debtors sought bankruptcy after lender Alpha Credit Resources
LLC, owed $8 million, sought a receiver in state court and
scheduled a foreclosure auction on Xcell.

The Debtor is represented by attorneys at DelCotto Law Group PLLC
in Lexington, Kentucky.

Xcell Energy estimated assets and debts in excess of $10 million.



XCELL ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Xcell Energy and Coal Company, LLC
        5 Chestnut Drive
        Burlington, CT 06013-2227

Bankruptcy Case No.: 13-70095

Related entity that sought Chapter 11 protection

  Debtor                               Case No.
  ------                               --------
Energy Investment Group, LLC           13-700096

Chapter 11 Petition Date: February 14, 2013

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

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

                         - and ?

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

Counsel to
Secured Creditor
Alpha Credit
Resources LLC:    W. Blaine Early, Esq.
                  Chrisandrea L. Turner, Esq.
                  STITES & HARBISON PLLC
                  250 West Main Street, Suite 2300
                  Lexington, KY 40507
                  Telephone: (859) 226-2300

                           - and -

                  Sean J. Bellew, Esq.
                  Christopher S. Chow, Esq.
                  BALLARD SPAHR LLP
                  919 North Market Street, 11th Floor
                  Wilmington, DE 19801
                  Telephone: (302) 252-4465

                           - and -

                  Jon T. Pearson, Esq.
                  Sarah Schindler-Williams, Esq.
                  BALLARD SPAHR LLP
                  1735 Market Street, 51st Floor
                  Philadelphia, PA 19106
                  Telephone: (215) 665-8500

Xcell Energy's
Estimated Assets: $10,000,001 to $50,000,000

Xcell Energy's
Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by Edmond L. DiClemente, manager of its
parent company's member.

Xcell Energy's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Internal Revenue Service           941 Taxes Due          $373,678
P.O. Box 7346                      2007-2010
Philadelphia, PA 19101-7346

Altec Capital Services             Deficiency Balance     $225,000
420 North 20th Street, Suite 3400
Birmingham, AL 35203

Kentucky State Treasurer           Coal Tx 2009-2010      $180,698
1050 US Highway 127 South, Suite 100
Frankfort, KY 40601

Campbell Woods, PLLC               Legal Services         $160,000

Internal Revenue Service           Coal Excise            $156,469

Jr. Allen                          Coal Royalties         $106,679

Action Petroleum                   Fuel                   $100,419

Bocook Engineering, Inc.           Engineering & Maps      $87,974

Whayne                             RPO ? Trade Debt        $74,571

Dyno Nobel Inc.                    Trade Debt              $69,199

Kentucky State Treasurer           Tax 2009-2010           $60,080

Energy and Environment Cabinet     Fines                   $56,000

Jr. Allen                          Mine Royalties          $24,496

KEMI                               Trade Debt              $23,765

Wells Fargo Insurance              Trade Debt              $20,099

Flat Iron                          Trade Debt              $18,883

Machinery Sales & Service LLC      Trade Debt              $14,325

OSM                                Surface Mine Estimate   $12,000

OSM                                --                      $12,000

Wells Fargo Insurance              Wages                   $11,423


ZACKY FARMS: Wins Approval to Sell Itself to Family Trust
---------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that Zacky
Farms LLC received bankruptcy-court approval to sell its assets to
the Robert D. and Lillian D. Zacky Trust, ending weeks of post-
auction negotiations over the sale.

Zacky Farms LLC held an auction in January where the trust for the
Zacky family emerged as the high bidder with an offer the company
values at $31.6 million.

The winning bid included a credit bid of $26 million from the loan
financing the Chapter 11 case.  The family trust intends to retain
all current employees, eliminating $5.6 million in potential
claims, according to the company.

Bloomberg News related that Pitman Family Farms made the second-
highest bid at $22 million.  After the auction, Pitman told the
company it would raise the offer.

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.

Bankruptcy Judge Thomas Holman presides over the case.  The
petition was signed by Keith F. Cooper, the Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZUERCHER TRUST: Court Rejects Bid to Disqualify Creditor's Counsel
------------------------------------------------------------------
U.S. Bankruptcy Judge Thomas E. Carlson has denied a motion filed
by the Zuercher Trust of 1999 to disqualify the law firm of Wolf,
Rifkin, Shapiro, Schulman & Rabkin, LLP, from representing secured
creditor Win Win Alexandria Union, LLC.

"Upon due consideration, and for the reasons stated on the record
at the hearing, the court hereby orders that the Motion to
Disqualify is denied," the judge said in his order.

                 About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Thomas E. Carlson presides over
the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP, serves
as the Debtor's counsel.

The Debtor, a business trust, disclosed $27,717,500 in assets and
$8,808,349 in liabilities as of the Chapter 11 filing.  The Debtor
owns property in 621 S. Union Avenue, in Los Angeles.  The
property is currently in REAP for alleged city health code
violations.

The petition was signed by Monica H. Hujazi, trustee.


ZUERCHER TRUST: Hires Coleman Frost as General Bankruptcy Counsel
-----------------------------------------------------------------
The Zuercher Trust of 1999 sought and obtained approval from the
U.S. Bankruptcy Court for the Northern District of California to
employ Coleman Frost LLP as general bankruptcy counsel, nunc pro
tunc to the Petition Date.

The Debtor said it would be unable to reorganize its business
without the benefit of competent legal advice.

The firm will charge on an hourly basis:

       Professional                      Rates
       ------------                      -----
       Partner-Level Attorneys           $425
       Associate-Level Attorneys     $325 to $375
       Law Clerks                    $100 to $225
       Paralegals                     $25 to 125

The Debtor provided the firm with a retainer of $35,000, of which
$12,223 was applied in full satisfaction of services rendered
prepetition.  Monica Hujazi, the sole trustee of the Debtor, has
entered into a third-party payor agreement for the guarantee of
payment for services rendered by the firm in connection with the
case.

Derrick F. Coleman, attorney at the firm, attests that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Thomas E. Carlson presides over
the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP, serves
as the Debtor's counsel.

The Debtor, a business trust, disclosed $27,717,500 in assets and
$8,808,349 in liabilities as of the Chapter 11 filing.  The Debtor
owns property in 621 S. Union Avenue, in Los Angeles.  The
property is currently in REAP for alleged city health code
violations.

The petition was signed by Monica H. Hujazi, trustee.


* Fitch: U.S. Bank TruPS CDOs Combined Default Drops to 29.7%
-------------------------------------------------------------
According to latest index results from Fitch Ratings, combined
defaults and deferrals for U.S. bank TruPS CDOs have further
decreased to 29.7% at the end of January from 30.2% at the end of
the previous month.

Approximately 0.45% of this drop is attributed to the removal of
the defaulted and deferring collateral of five TruPS CDOs that no
longer have outstanding Fitch Ratings.

In January one new bank, totaling $3 million of collateral in one
CDO, defaulted. Additionally, six banks representing $54.5 million
of collateral in eight CDOs resumed interest payments and repaid
cumulative deferred interest on their TruPS. One issuer
immediately redeemed upon cure. There were no new deferrals in
January.

At the end of January, 216 bank issuers were in default,
representing approximately $6.4 billion held across 79 TruPS CDOs.
Additionally, 333 deferring bank issuers were affecting interest
payments on $4.8 billion of collateral held by 78 TruPS CDOs.


* Massachusetts S&P Probe Said to Extend Into Post-Crisis Ratings
-----------------------------------------------------------------
Matt Robinson, writing for Bloomberg News, reported that Standard
& Poor's practices for grading commercial property bonds since the
2008 credit crisis are drawing scrutiny from Massachusetts
authorities, according to three people with knowledge of the
matter.

The Bloomberg report related that the scope of the probe by state
Attorney General Martha Coakley extends beyond the securities and
period that are the subject of a lawsuit brought by the U.S.
Justice Department against New York-based McGraw-Hill Cos. and its
S&P unit.  Coakley is looking into whether the world's biggest
credit-rating company lowered its standards to win business
ranking commercial property bonds as the market recovered from the
worst financial crisis since the Great Depression, according to
Bloomberg, citing the people, who asked not to be identified
because they're not authorized to speak publicly about the case.

The Justice Department's case focuses on deals from September 2004
to October 2007, accusing S&P and its parent of inflating ratings
on bonds backed by home loans made to the riskiest borrowers,
according to the complaint filed Feb. 4 in federal district court
in Los Angeles. The U.S. seeks $5 billion in damages, equivalent
to more than five years of profit at McGraw-Hill.

The probes from Coakley and New York Attorney General Eric
Schneiderman threaten the ratings company with broader litigation
after the U.S. was joined by 13 states and the District of
Columbia in their lawsuits this month over S&P's role in helping
trigger the crisis that sent the world's largest economy into its
longest recession since 1933 as defaults soared and home values
plummeted, Bloomberg added.


* Despite Aid, Borrowers Still Face Foreclosure
-----------------------------------------------
Jessica Silver-Greenberg of the New York Times reported that a
year after five of the nation's biggest banks reached a pact with
state and federal officials over claims of vast foreclosure
abuses, the banks are taking credit for giving more than half a
million struggling homeowners roughly $45.8 billion in relief but,
despite the banner numbers released on Thursday in a report by
Joseph A. Smith, the independent overseer of the settlement,
thousands of homeowners are still not getting the help they need
to save their homes from foreclosure, according to interviews with
housing advocates and homeowners facing foreclosure.

The New York Times report said just under 71,000 borrowers, or 13
percent of the total borrowers helped so far, received assistance
on their primary mortgage, which has been the main source of
defaults and foreclosures through the housing crisis but more than
170,000 homeowners received assistance on their second mortgage,
which typically is a home equity line of credit that borrowers can
tap for cash.

The report, citing housing advocates, further related that even
though addressing second mortgages does offer some relief to
homeowners, in a troubling number of instances the banks are not
providing any help with the first mortgage.  That leaves the
homeowners still in jeopardy of losing their homes, while giving
banks credit for restructuring loans or wiping out debt under the
settlement, according to the New York Times.

The deal with the five largest servicers -- Ally Financial, Bank
of America, Citigroup, JPMorgan Chase, Wells Fargo -- arose from a
sweeping investigation by the 50 state attorneys general after
revelations in 2010 that banks were churning through hundreds of
foreclosure documents without examining them for accuracy, the New
York Times related.


* Big Law Firm K&L Gates Lifts Veil on Financial Performance
------------------------------------------------------------
Jennifer Smith, writing for Bloomberg News, reported that a major
law firm has released what could be one of the most complete
pictures of a U.S. legal firm's financial performance, a step it
says is a move toward greater transparency in a profession where
financial results are often opaque.

Bloomberg said K&L Gates LLP posted its 2012 and 2011 results on
its website Thursday in an unusually detailed accounting that
included information on the firm's bank debt (none), its
retirement-plan obligations (0.3% of revenue) and a breakdown of
firm revenues by region.

The firm, which has roots in Pittsburgh but has grown to more than
2,000 lawyers world-wide through a series of mergers, reported
revenue of $1.06 billion, a slight decline from 2011, according to
Bloomberg. In 2012, K&L Gates netted $320.5 million in profit and
had profit per partner of $899,960 for the firm's roughly 250 full
equity partners, according to the results.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker         ($MM)      ($MM)      ($MM)
  -------         ------       ------   --------    -------
WEIGHT WATCHERS   WTW US      1,198.0   (1,720.4)    (273.7)
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
VERISIGN INC      VRSN US     2,100.5       (9.3)     986.5
VECTOR GROUP LTD  VGR US        885.6     (102.9)     243.0
UNISYS CORP       UIS US      2,420.4   (1,588.7)     482.1
ULTRA PETROLEUM   UPL US      2,593.6     (109.6)    (266.6)
TOWN SPORTS INTE  CLUB US       403.9      (55.5)      (7.8)
THRESHOLD PHARMA  THLD US        86.2      (44.1)      68.2
THERAPEUTICS MD   TXMD US         3.5       (4.3)      (2.2)
TESORO LOGISTICS  TLLP US       291.3      (78.5)      50.7
TAUBMAN CENTERS   TCO US      3,268.5     (344.9)       -
SINCLAIR BROAD-A  SBGI US     2,245.5      (52.4)     (14.1)
SAREPTA THERAPEU  SRPT US        53.1       (4.6)     (13.0)
SALLY BEAUTY HOL  SBH US      1,969.9     (157.2)     637.4
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
RLJ ACQUISITI-UT  RLJAU US        0.0       (0.0)      (0.0)
REVLON INC-A      REV US      1,236.6     (649.3)      88.1
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
REGULUS THERAPEU  RGLS US        40.7       (8.5)      21.0
REGAL ENTERTAI-A  RGC US      2,198.1     (552.4)      77.4
REALOGY HOLDINGS  RLGY US     7,351.0   (1,742.0)    (484.0)
QUALITY DISTRIBU  QLTY US       513.6      (18.4)      77.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PHILIP MORRIS IN  PM US      37,670.0   (1,853.0)    (426.0)
PEER REVIEW MEDI  PRVW US         2.1       (3.4)      (4.0)
PDL BIOPHARMA IN  PDLI US       249.9     (115.5)     170.6
PALM INC          PALM US     1,007.2       (6.2)     141.7
ORGANOVO HOLDING  ONVO US         9.0      (27.4)       7.3
ORBITZ WORLDWIDE  OWW US        834.3     (142.7)    (247.7)
ODYSSEY MARINE    OMEX US        33.6      (22.2)     (25.4)
NYMOX PHARMACEUT  NYMX US         2.1       (7.7)      (1.6)
NPS PHARM INC     NPSP US       151.1      (54.6)     107.5
NEXSTAR BROADC-A  NXST US       611.4     (160.3)      35.1
NAVISTAR INTL     NAV US      9,102.0   (3,260.0)   1,484.0
NATIONAL CINEMED  NCMI US       828.0     (347.7)     107.6
MORGANS HOTEL GR  MHGC US       577.0     (125.2)      (8.7)
MONEYGRAM INTERN  MGI US      5,150.6     (161.4)     (35.5)
MERITOR INC       MTOR US     2,341.0   (1,011.0)     224.0
MARRIOTT INTL-A   MAR US      6,342.0   (1,285.0)  (1,298.0)
LORILLARD INC     LO US       3,396.0   (1,777.0)   1,176.0
LIN TV CORP-CL A  TVL US        864.4      (35.0)      67.2
LIMITED BRANDS    LTD US      6,427.0     (515.0)     973.0
LEHIGH GAS PARTN  LGP US        303.2      (38.1)     (18.9)
JUST ENERGY GROU  JE US       1,510.8     (273.1)    (287.1)
JUST ENERGY GROU  JE CN       1,510.8     (273.1)    (287.1)
ISTA PHARMACEUTI  ISTA US       124.7      (64.8)       2.2
IPCS INC          IPCS US       559.2      (33.0)      72.1
INFOR US INC      LWSN US     5,846.1     (480.0)    (306.6)
INCYTE CORP       INCY US       296.5     (220.0)     141.1
HUGHES TELEMATIC  HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTCU US      110.2     (101.6)    (113.8)
HOVNANIAN ENT-B   HOVVB US    1,684.2     (485.3)     870.1
HOVNANIAN ENT-A   HOV US      1,684.2     (485.3)     870.1
HCA HOLDINGS INC  HCA US     28,075.0   (8,341.0)   1,591.0
GRAMERCY CAPITAL  GKK US      2,236.3     (293.1)       -
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GENCORP INC       GY US         919.3     (388.8)      49.5
FREESCALE SEMICO  FSL US      3,171.0   (4,531.0)   1,186.0
FOREST OIL CORP   FST US      2,201.9      (42.8)    (101.2)
FIFTH & PACIFIC   FNP US        902.5     (126.9)      36.4
FIESTA RESTAURAN  FRGI US       289.7        6.6      (13.1)
FERRELLGAS-LP     FGP US      1,429.0      (69.6)     (70.7)
FAIRPOINT COMMUN  FRP US      1,798.0     (220.7)      31.1
EXONE CO/THE      XONE US        27.4       (0.7)      (7.3)
DYNEGY INC        DYN US      5,971.0   (1,150.0)   1,364.0
DYAX CORP         DYAX US        55.5      (51.6)      33.4
DUN & BRADSTREET  DNB US      1,821.6     (765.7)    (615.8)
DOMINO'S PIZZA    DPZ US        441.0   (1,345.5)      74.0
DIRECTV           DTV US     20,555.0   (5,031.0)      13.0
DENNY'S CORP      DENN US       324.9       (4.5)     (27.2)
DELTA AIR LI      DAL US     44,550.0   (2,131.0)  (4,998.0)
COMVERSE INC      CNSI US       823.2      (28.4)     (48.9)
CINCINNATI BELL   CBB US      2,752.3     (684.6)     (68.2)
CIENA CORP        CIEN US     1,881.1      (89.0)     730.7
CHOICE HOTELS     CHH US        510.8     (548.9)      57.3
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CABLEVISION SY-A  CVC US      7,285.3   (5,730.1)     (85.3)
BLUELINX HOLDING  BXC US        544.7      (20.6)     272.4
BERRY PLASTICS G  BERY US     5,050.0     (313.0)     482.0
AUTOZONE INC      AZO US      6,398.0   (1,591.4)    (682.2)
ARRAY BIOPHARMA   ARRY US       128.4      (31.7)      64.0
AMYLIN PHARMACEU  AMLN US     1,998.7      (42.4)     263.0
AMERISTAR CASINO  ASCA US     2,096.6      (25.6)     (26.5)
AMER RESTAUR-LP   ICTPU US       33.5       (4.0)      (6.2)
AMER AXLE & MFG   AXL US      2,866.0     (120.8)     271.3
AMC NETWORKS-A    AMCX US     2,152.9     (915.4)     505.9
AK STEEL HLDG     AKS US      3,903.1      (91.0)     630.3
ACELRX PHARMA     ACRX US        28.2       (0.3)      13.1
ABSOLUTE SOFTWRE  ABT CN        121.7      (14.0)     (11.3)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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