TCR_Public/130301.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, March 1, 2013, Vol. 17, No. 59

                            Headlines

ADVANCED LIVING: Proposes Hormann Taube as Bankruptcy Counsel
AEMETIS INC: Amends Report on Laird Cagan Repayment Agreement
AES CORP: Units' Defaults Could Have Material Consequences
AGRIPARTNERS LIMITED: TLC Providing $40K Per Month Financing
AHERN RENTALS: Amends Proposed Reorganization Plan

ALLEN ACADEMY: S&P Rates $17-Mil. Series 2013 Revenue Bonds 'BB+'
ALLIED IRISH: Welcomes Ireland's Decision to End ELGS Scheme
ALLIED SYSTEMS: Bondholders Join Suit Against Yucaipa
AMERICAN AIRLINES: Stay of $1.5BB Loan Requires $100MM Bond
AMERICAN AIRLINES: $750-Mil. Aircraft Financing Approved

AMERICAN AIRLINES: Defends American Eagle Deal With Republic
AMERICAN AIRLINES: Opposes Travelport Bid to Delay Antitrust Case
AMPAL-AMERICAN: Judge Clears Creditors to Vote on Plan
ATLANTIC COAST: Inks Merger Agreement with Bond Street
ATP OIL: Wants to Halt Operations at Gomez Properties

ATP OIL: Inks $2-Mil. Cash Refund Deal with 2 Regulators
ATP OIL: Seeks Extension of Lease Decision Deadline to July 31
BROWNIE'S MARINE: Agrees to Pay $445,000 in Bonuses
CAESARS ENTERTAINMENT: Awards $4-Mil. to Named Executive Officers
CAPITOL BANCORP: Still in Talks on New Funding for Plan

CD INTERNATIONAL: Delays Form 10-Q for Dec. 31 Quarter
CENTRAL EUROPEAN: Signs Employment Agreement with CEO
CMS ENERGY: Fitch Affirms 'BB+' Issuer Default Rating
COLFAX CORP: Moody's Rates New Term Loan A-4 'Ba2'
COMBAT SPORTS: Canadian Vendor Files Chapter 15 in Seattle

COMMUNITY FINANCIAL: Four Directors Quit From Board
COMPETITIVE TECHNOLOGIES: Southridge to Purchase $10-Mil. of Stock
DELUXE CORP: FMR LLC Discloses 6.4% Equity Stake at Dec. 31
DEWEY & LEBOEUF: Court Enters Plan Confirmation Order
DEWEY & LEBOEUF: Deals with Partners from UK, LeBoeuf Lamb OK'd

DUFF & PHELPS: S&P Assigns Preliminary 'B' Issuer Credit Rating
EDIETS.COM INC: Borrows Additional $205,000 From ASTV
EDISON MISSION: Property Damage Plaintiffs Seek Stay Relief
EDISON MISSION: Can Hire Perrella Weinberg as Investment Banker
EDISON MISSION: Committee Authorized to Retain Perkins Coie

ENERGY SERVICES: Incurs $760,000 Net Loss in Dec. 31 Quarter
ERESEARCH TECHNOLOGY: Moody's Rates New Senior Term Loan 'B1'
FIBERTOWER NETWORK: L&W Approved as FCC Regulatory Counsel
FIRST SECURITY: Inks Pacts for Planned $90MM Recapitalization
FUELSTREAM INC: Further Amends 1.1MM Common Shares Prospectus

GAC STORAGE: Wells Fargo OKs Use of Cash Collateral Until March 2
GELTECH SOLUTIONS: Receives $780,000 From Securities Sale
GEORGES MARCIANO: 9th Circ. OKs Forced Ch. 11 Petition
GORDON PROPERTIES: Reed Smith Barred in Condo Owners' Suit
GREAT BASIN: Nevada Subsidiaries File Chapter for Protection

GRIFFON CORP: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
GULF STATES: Agent May Not Seek Claims vs. Maurin, et al.
HEALTHWAREHOUSE.COM INC: Investors Demand Shareholders' Meeting
HEALTHWAREHOUSE.COM INC: Eduardo Altamirano Resigns as CFO
HOSTESS BRANDS: Grupo Bimbo Challenging Flowers' Bid

HUSTAD INVESTMENT: US Trustee Says No to One Counsel for 3 Debtors
HUSTAD INVESTMENT: Real Estate Counsel Not Disinterested, Says UST
INSPIRATION BIOPHARMACEUTICALS: Has Until April 28 to File Plan
INTERPUBLIC GROUP: S&P Revises Outlook to Stable & Affirms BB+ CCR
IOWORLDMEDIA INC: Z. McAdoo Discloses 12% Stake at Dec. 31

ISTAR FINANCIAL: Incurs $79.9 Million Net Loss in Fourth Quarter
JAYHAWK ENERGY: Reports $7,000 Net Income in Dec. 31 Quarter
JOHN FORSYTH SHIRT COMPANY: Chapter 15 Case Summary
JUMP OIL: Wins OK for Wolff & Taylor as Accountants
KINBASHA GAMING: Reports $7.3MM Net Income in Dec. 31 Quarter

KINDER MORGAN: Moody's Revises Ratings Outlook to Stable
LCI HOLDING: Patient Care Ombudsman Retains Greenberg Traurig
LEHMAN BROTHERS: Seeks Unclaimed Funds Left in Failed CDO
LEVEL 3: Incurs $422 Million Net Loss in 2012
LHC LLC: Case Summary & 20 Largest Unsecured Creditors

LIBERTY HARBOR: Bridge Order Extends Plan Filing Until March 7
LIGHTSQUARED INC: Gets Court Nod to Settle SprintCom Claims
LIGHTSQUARED INC: Court Extends Time to Assume or Reject BDC Lease
MF GLOBAL: Seeks to Subordinate, Reclassify 2 Equity Claims
MARSHALL MEDICAL: Fitch Cuts Rating on Revenue Bonds to 'BB+'

MERITAGE HOMES: Fitch Rates $150MM Senior Unsecured Notes 'BB-'
MERITAGE HOMES: Moody's Rates Proposed US$150MM Senior Notes 'B1'
MERITAGE HOMES: S&P Assigns 'B+' Rating to $150MM Notes Due 2018
MF GLOBAL: J.P. Morgan Slams Hedge Funds Over Claim
MISSION NEWENERGY: SLW International Owns 83% of Ordinary Shares

MISSION NEWENERGY: Houston Int'l Stake at 7% as of Dec. 31
MITEL NETWORKS: Likely Low Growth Cues Moody's to Keep 'B3' CFR
MSR RESORT: Five Mile Seeks Stay of Confirmation Order
NCI BUILDING: Improving Finances Prompt Moody's to Lift CFR to B2
NICHOLAS H NOYES: S&P Revises Outlook to Neg. & Affirms BB Rating

NORTEL NETWORKS: US Trustee Balks at Move to Shield Fees
OMEGA HEALTHCARE: Moody's Raises Senior Debt Rating to 'Ba1'
OMEGA NAVIGATION: March 4 Hearing on Adequacy of Plan Disclosures
OVERSEAS SHIPHOLDING: $10-Mil. Intercompany Financing Okayed
OVERSEAS SHIPHOLDING: Taps Mercer (US) as Compensation Specialist

OVERSEAS SHIPHOLDING: Enjoins BP From Taking Over Alaska Tanker
PINNACLE AIRLINES: Nantahala No Longer Owns Shares as of Dec. 31
PIPELINE DATA: Sale Yet to Close, Exclusivity Sought
POTTERS HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating
PURE BIOSCIENCE: Incurs $1.8-Mil. Net Loss in Fiscal 2nd Quarter

RADIAN GROUP: Moody's Raises Senior Debt Rating One Notch to Caa1
RAHA LAKES: Court to Consider Adequacy of Disclosures on March 6
RAM OF EASTERN N.C.: Seeks to Use Cash Collateral
RAM OF EASTERN N.C.: Removes Wells Fargo Suit to Bankr. Court
RITE AID: Debt Maturity Extension Cues Moody's to Raise CFR to B3

ROBIN CINI: Ex-Husband Has No Claim on Deceased Daughter's Funds
ROCK ENERGY: Amends Current Report on He-Man Acquisition
ROCK ENERGY: Maximilian Equity Stake at 9% as of Dec. 31
RODEO CREEK: Sec. 341(a) Meeting of Creditors on April 1
RODEO CREEK: $9-Mil. DIP Financing Has Interim Approval

RODEO CREEK: Proposes Auction Without Stalking Horse Bidder
ROOMSTORE INC: QVT Financial Holds 7% Equity Stake at Dec. 31
ROTHSTEIN ROSENFELDT: TD Bank Inks $41M Deal to End Fraud Claims
RTL-WESTCAN: S&P Revises Outlook to Positive & Affirms 'B+' CCR
SANDRIDGE ENERGY: S&P Affirms 'B' CCR; Outlook Stable

SCHOOL SPECIALTY: Creditors Have Until April 1 to File Claims
SCHOOL SPECIALTY: Replacement Financing Approved
SEARS HOLDINGS: Incurs $617 Million Net Loss in Fourth Quarter
SEARS HOLDINGS: Baker Street Holds 6.7% Equity Stake at Feb. 19
SEDONA DEVELOPMENT: To Obtain $300,000 Loan to Improve Golf Course

SHAMROCK-HOSTMARK: March 6 Hearing on Exclusivity Extensions
SMF ENERGY: Three-Member Oversight Committee Formed
SORENSON COMMUNICATIONS: S&P Retains 'B-' Rating After Refinancing
SPIRIT REALTY: Incurs $5.2 Million Net Loss in Fourth Quarter
STAMP FARMS: Court Denies Appointment of Chapter 11 Trustee

T3 MOTION: Board Appoints Entrepreneur/Inventor as New CEO
TELECONNECT INC: Incurs $1.1 Million Net Loss in Dec. 31 Quarter
THERAPEUTICSMD INC: Wellington Holds 7% Equity Stake at Dec. 31
THERAPEUTICSMD INC: FMR LLC Discloses 9% Equity Stake at Feb. 13
TITAN PHARMACEUTICALS: FDA Committee to Review Probuphine

TRANSGENOMIC INC: K. Douglas Discloses 9% Stake at Dec. 31
TRANSGENOMIC INC: FMR LLC Discloses 6% Equity Stake at Feb. 13
TRONOX LTD: S&P Retains 'BB-' Rating on Unit's $900MM Senior Notes
VERENIUM CORP: Appoints Holger Liepmann to Board of Directors
VERMILLION INC: 3 Executives Each Gets $134,000 Bonus

VIGGLE INC: CEO & Chairman Holds 75% Equity Stake at Feb. 12
WINDSOR FINANCING: S&P Assigns 'BB+' Rating to $246MM Secured Loan
ZOGENIX INC: Unlikely to Receive Zohydro ER NDA OK by Goal Date

* Asset Sale Doesn't Kill FDIC's Receiver Powers, 8th Circ. Says

* Fitch Comments on the Rating Implications of U.S. Fiscal Policy
* Moody's Changes Outlook on US Airports Sector to Stable
* Moody's Revises Outlook on US Apparel Sector to Stable
* Moody's Notes Slowing Pace of Dividend Recapitalizations

* BOOK REVIEW: George Eastman: Founder of Kodak and the
               Photography Business


                            *********


ADVANCED LIVING: Proposes Hormann Taube as Bankruptcy Counsel
-------------------------------------------------------------
Advanced Living Technologies, Inc., is asking the bankruptcy court
for approval to hire Horhmann, Taube & Summers, L.L.P. as counsel
under a general retainer agreement nunc pro tunc to the Petition
Date.  The firm's hourly rates range from $225 to $550 per hour
for attorneys and $80 to $165 per hour for paralegals.  The firm
has received a retainer of $135,000, which includes the filing
fee.  To the best of the Debtor's knowledge, the firm represents
no interest adverse to nor connected with the Debtor or the estate
on matters upon which it is to be engaged.

              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 (Bankr. W.D.
Tex. Case No. 08-50040) in January 2008 and exited bankruptcy five
months later.

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.


AEMETIS INC: Amends Report on Laird Cagan Repayment Agreement
-------------------------------------------------------------
Aemetis, Inc., has amended its disclosures regarding a repayment
agreement with Laird Q. Cagan to correct the interest and fees
outstanding as of Dec. 31, 2012.

On Dec. 31, 2012, Aemetis entered into an Agreement for Repayment
of Notes by Share Issuance with Mr. Cagan for himself and as agent
for other holders of interests in Borrowers Revolving Line of
Credit Agreement dated Aug. 17, 2009, amended Oct. 15, 2012.

The Company issued to the Holders an aggregate of 9,062,900 shares
of common stock in payment for principal, interest and fees
outstanding under the Credit Agreement.  As of Dec. 31, 2012, the
remaining principal balance under the Credit Agreement was
$421,885 and the remaining accrued and unpaid interest and fees
outstanding under the Credit Agreement was $1,118,189.

The issuance of these shares was made in reliance on Rule 506 of
Regulation D, as promulgated by the Securities and Exchange
Commission under the Securities Act.

A copy of the Repayment Agreement is available for free at:

                        http://is.gd/18VH1u

                           About Aemetis

Headquartered in Cupertino, California, Aemetis, formerly AE
Biofuels Inc., is an advanced fuels and renewable chemicals
company.  Aemetis owns and operates a 55 million gallon renewable
fuels plant in California; and owns and operates a 50 million
gallon capacity renewable chemicals and advanced fuels production
facility on the east coast of India.  Aemetis operates a research
and development laboratory at the Maryland Biotech Center, and
holds four granted patents and ten pending patents on its Z-
microbe and related technology for the production of renewable
fuels and chemicals.  For additional information about Aemetis,
please visit www.aemetis.com.

Aemetis disclosed a net loss of $18.29 million for the year ended
Dec. 31, 2011, compared with a net loss of $8.56 million during
the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $98.84
million in total assets, $87.46 million in total liabilities and
$11.37 million in total stockholders' equity.


AES CORP: Units' Defaults Could Have Material Consequences
----------------------------------------------------------
The AES Corporation, as of Dec. 31, 2012, had $21.4 billion of
outstanding indebtedness on a consolidated basis, of which $6.0
billion was recourse debt and $15.4 billion was non-recourse debt.
In addition, the Company has outstanding guarantees, indemnities,
letters of credit, and other credit support commitments.

Some of the Company's subsidiaries are currently in default with
respect to all or a portion of their outstanding indebtedness.
The total debt classified as current in the Company's consolidated
balance sheets related to those defaults was $1.4 billion at
Dec. 31, 2012.  While the lenders under the Company's non-recourse
project financings generally do not have direct recourse to The
AES Corporation, defaults thereunder can still have important
consequences for AES, including, without limitation:

   * reducing The AES Corporation's receipt of subsidiary
     dividends, fees, interest payments, loans and other sources
     of cash since the project subsidiary will typically be
     prohibited from distributing cash to The AES Corporation
     during the pendency of any default;

   * under certain circumstances, triggering The AES Corporation's
     obligation to make payments under any financial guarantee,
     letter of credit or other credit support which The AES
     Corporation has provided to or on behalf of that subsidiary;

   * causing The AES Corporation to record a loss in the event the
     lender forecloses on the assets;

   * triggering defaults in The AES Corporation's outstanding debt
     and trust preferred securities;

   * the loss or impairment of investor confidence in the Company;
     or

   * foreclosure on the assets that are pledged under the non-
     recourse loans, therefore eliminating any and all potential
     future benefits derived from those assets.

None of the projects that are currently in default are owned by
subsidiaries that meet the applicable definition of materiality in
The AES Corporation's senior secured credit facility or other debt
agreements in order for those defaults to trigger an event of
default or permit acceleration under those indebtedness.  However,
as a result of future mix of distributions, write-down of assets,
dispositions and other matters that affect the Company's financial
position and results of operations, it is possible that one or
more of these subsidiaries could fall within the applicable
definition of materiality and thereby upon an acceleration of that
subsidiary's debt, trigger an event of default and possible
acceleration of the indebtedness under The AES Corporation's
senior secured credit facility.

                          About AES Corp.

The AES Corporation (NYSE: AES) is a Fortune 200 global power
company.  The Company provides affordable, sustainable energy to
25 countries through its diverse portfolio of distribution
businesses as well as thermal and renewable generation facilities.
The Company's workforce of 25,000 people is committed to
operational excellence and meeting the world's changing power
needs.  To learn more, please visit www.aes.com.

The Company incurred a net loss of $357 million in 2012, as
compared with net income of $1.53 billion in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $41.83 billion in total
assets, $34.23 billion in total liabilities, $78 million in
cumulative preferred stock of subsidiaries and $7.51 billion in
total equity.


AGRIPARTNERS LIMITED: TLC Providing $40K Per Month Financing
------------------------------------------------------------
Agripartners Limited Partnership last month filed a motion for
authorization to obtain postpetition financing from TLC
Mitigation, LLC.

TLC Mitigation is already owed $268,788 for financing provided to
the Debtor from Jan. 1, 2012, through the Petition Date.  TLC
Mitigation has agreed to provide the Debtor funding postpetition
in an amount not to exceed $40,000 per month on a going forward
basis in exchange for an administrative expense claim, which will
be subordinate to the claim of Investors Warranty of America, Inc.

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


AHERN RENTALS: Amends Proposed Reorganization Plan
--------------------------------------------------
BankruptcyData reported that Ahern Rentals filed with the
Bankruptcy Court a First Amended Chapter 11 Plan of
Reorganization.

BData relates that according to the Disclosure Statement, "The
terms of the Debtor Plan are the result of negotiations between
and among the Debtor and certain of the Debtor's creditors.
Accordingly, the Debtor Plan reflects the Debtor's best assessment
of its ability to achieve the goals of its business plan, to offer
creditors and equity interest holders the significant and
substantial recoveries set forth more fully in the Debtor Plan,
and to pay its continuing obligations in the ordinary course of
its business."

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  In its schedules, the Debtor disclosed $485.8 million
in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.


ALLEN ACADEMY: S&P Rates $17-Mil. Series 2013 Revenue Bonds 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
rating to Allen Academy, Mich.'s $17 million series 2013 public
school academy revenue bonds.  Standard & Poor's also withdrew its
'BB+' long-term rating on the academy's $17 million series 2012
bonds because the bonds were not issued in November as planned.


ALLIED IRISH: Welcomes Ireland's Decision to End ELGS Scheme
------------------------------------------------------------
Allied Irish Banks, p.l.c., welcomes the decision of the Minister
for Finance of the ending of the ELGS for new liabilities with
effect from midnight on March 28, 2013.  AIB said this decision
further demonstrates the ongoing improvement in the stability of
the financial system in Ireland.  As disclosed in AIB's Interim
Management Statement in November 2012, AIB's funding position has
continued to improve due to customer deposit flows, progress in
deleveraging, together with successful returns to the funding
markets both in 2012 and January 2013.

David Duffy, AIB CEO, said, "The ELGS was introduced as a measure
to stabilise the financial system at a time of unprecedented
market turbulence, which is no longer evident.  We welcome the
announcement today and expect that this move will have a positive
impact on the operating performance of AIB over time as the bank
returns to long term sustainability."

                     Exhibits to Annual Reports

Allied Irish Banks, p.l.c., filed an amendment on Form 20-F/A to
its annual report for the fiscal year ended Dec. 31, 2011, which
was originally filed with the Securities and Exchange Commission
on April 24, 2012, to file certain additional Exhibits required by
Item 19.

Copies of the Exhibits are available for free at:

                        http://is.gd/LHyXP2
                        http://is.gd/kZuGOm
                        http://is.gd/DBBZhG
                        http://is.gd/caqaMh

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


ALLIED SYSTEMS: Bondholders Join Suit Against Yucaipa
-----------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that Yucaipa Cos.
will face a joint lawsuit from unsecured creditors and from
lenders Black Diamond Capital Management LLC and Spectrum
Investments Partners LP over its handling of the financial
struggles of Allied Systems Holdings Inc.

Allied's official committee of unsecured creditors is accusing
Yucaipa of taking control of the company's outstanding secured
debt before its bankruptcy as part of a scheme to reduce the power
of other company stakeholders.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidle


AMERICAN AIRLINES: Stay of $1.5BB Loan Requires $100MM Bond
-----------------------------------------------------------
AMR Corp. and its debtor affiliates asked the Bankruptcy Court for
a certification for direct appeal to the Second Circuit Court of
Appeals of the pending appeals filed by U.S. Bank Trust National
Association in connection with the $1.5 billion refinancing.

In January, U.S. Bankruptcy Judge Sean H. Lane entered an order
authorizing AMR to pay off $1.32 billion in aircraft bonds without
a make-whole premium that would be due outside of bankruptcy as a
result of repayment before maturity.  Judge Lane also authorized
AMR to sell $1.5 billion in new bonds at today's lower rates,
secured by the same aircraft.  Bondholders led by U.S. Bank took
an appeal of the ruling and asked the bankruptcy judge to stay the
ruling pending appeal.

The Debtors stated that the Appeals present questions of law,
including some questions for which there is no controlling
decision of the Second Circuit Court of Appeals, such as whether
an election under Section 1110(a) of the Bankruptcy Code
constitutes a "deceleration" of debts.  The Debtors added that
the Appeals involve matters of public importance.  According to
the Debtors, the Order and Judgments authorizing them to obtain
new financing and in connection therewith to repay certain
Prepetition Notes will allow them to generate savings in excess
of several hundred million dollars, and they expect those savings
to be an important component of their restructuring.  The issues
presented in the Appeals therefore will have a significant effect
on the successful and timely restructuring of one of the nation's
leading airlines, the Debtors asserted.

Moreover, the Debtors asked the Bankruptcy Court to require U.S.
Bank to provide a bond or its equivalent to insure the Debtors
won't sustain a loss if interest rates on the financing rise
during the time the Appeals are pending.  U.S. Bank has argued
that it shouldn't be required to post a bond.

The savings to be generated under the refinancing are available
because interest rates on the financings have been dramatically
lower from what they were just five months earlier, the Debtors
tell the Bankruptcy Court.  However, the Debtors assert that
there is no guarantee that current low interest rates will
continue to be available if the refinancing is delayed.  Any
delay would cause injury to the Debtors -- not just because
interest would continue to accrue on the Prepetition Notes at
rates that are far above available market rates, but also because
market conditions could change at any time, the Debtors further
assert.  A significant shift in market conditions could mean that
the refinancing opportunity has been lost entirely; even a one
percent change in interest rates would reduce the savings by more
than $60 million, according to the Debtors.

U.S. Bank, in its Appeals, raised 18 issues to be decided by the
higher court.  The issues on appeal include whether:

   (1) the Bankruptcy Court erred by ruling that the proposed
       repayment of the Notes by the Debtors does not require the
       payment of any Make-Whole Amount pursuant to the Indenture
       and operation of law;

   (2) the Bankruptcy Court erred by concluding that the
       Indenture clearly, explicitly and unambiguously provides
       that that the Make-Whole Amount is not due upon the
       Repayment; and

   (3) the Bankruptcy Court erred in ruling that, notwithstanding
       the Debtors' affirmative postpetition agreement to perform
       all obligations under the Indenture and the other Aircraft
       Agreements in accordance with Sec. 1110(a), the (A)
       Debtors are (i) not required to comply with the voluntary
       redemption provision contained in the Indenture and (ii)
       still entitled to the protections of the automatic stay.

                       $100 Million Bond

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. and aircraft bondholders can appeal
directly to the U.S. Court of Appeals.  The bondholders' appeal
may be futile unless they post a $100 million bond required by the
bankruptcy judge in New York, according to the report.

According to the report, Judge Lane agreed the appeal should go
directly to the Second Circuit, according to papers filed by AMR.
However, the judge won't hold up the refinancing unless the
indenture trustee posts a $100 million bond by Feb. 28 in the
afternoon.

Assuming the appeals court accepts the direct appeal, Judge Lane
told both sides, according to AMR court papers, that all briefs
must be filed by March 19.  Assuming the bond is posted, Judge
Lane will hold up the refinancing until May 1, to accommodate an
expedited appeal.  If there is no stay and AMR completes the
refinancing, the bondholders appeal may be dismissed as moot.

Mr. Rochelle notes that courts sometimes refuse to hear appeals if
the underlying transaction has been completed and third parties
would be harmed if the transactions were reversed.

                      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.

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: $750-Mil. Aircraft Financing Approved
--------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan gave AMR Corp. the go-
signal to obtain up to $750 million in financing.  The bankruptcy
court also authorized AMR to use cash on hand to repay its
obligations under the May/July aircraft financings.

The $750 million financing is secured by four Boeing 777-323ER
aircraft scheduled to be delivered to the company between April
2013 and August 2013, and nine other Boeing planes owned by the
company.

The Debtor said, according to a report by Bloomberg News, it
intends to take advantage of "historically low interest rates" to
finance the purchase of four new Boeing 777-323 aircraft and
refinance nine Boeing 737s already owned.

The four new Boeing 777-323ER aircraft are currently scheduled to
be delivered to the Debtors between April 2013 and August 2013
pursuant to a prepetition purchase agreement with The Boeing
Company.

The Debtors usually finance their acquisition of new aircraft,
relates Harvey Miller, Esq., at Weil Gotshal & Manges LLP, in New
York.  Based on a careful review of the market, however, the
Debtors have concluded that an EETC financing is the optimal
transaction to finance the New Aircraft, he contends.  He also
asserts that time is of the essence because there can be no
assurance that current market conditions will continue.

                      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: Defends American Eagle Deal With Republic
------------------------------------------------------------
The Association of Flight Attendants CWA, AFL-CIO, the Air Line
Pilots Association, and the Transport Workers Union of America,
AFL-CIO, objected to the proposed 12-year deal for Republic
Airways Holdings, Inc., to operate AMR Corp.' Embraer E-175
76-seat regional jets.

The three labor unions for AMR subsidiary American Eagle Airline
Inc., the feeder airline subsidiary of AMR Corp., opposed the
proposal, urging the Court to disallow "outsourcing" of work their
members could perform.

In response to the Unions' objection, the Debtors maintain that
the Agreement is the product of well-informed and reasoned
judgment and is consistent with their business plan and
restructuring objectives to diversify their regional feed
operators and reduce costs.

The Debtors assert that, unlike other operators, Republic had the
ability through aircraft options with Embraer to deploy 24 mostly
new E-175 aircraft by the end of 2013 and all 53 aircraft by the
first quarter of 2015.

The E-175 product was determined by American as best suited for
the highly competitive market in Chicago with a product experience
that is more similar to a narrow body aircraft versus the CRJ-900,
according to the Debtors.  The Debtors add that Republic is also
not restricted from operating on behalf of American at Chicago
O'Hare International Airport, one of American's primary hubs for
which regional feed services are critical to American's operations
and strategy.

                      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.

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: Opposes Travelport Bid to Delay Antitrust Case
-----------------------------------------------------------------
American Airlines Inc. is blocking efforts by Travelport Ltd. to
delay an antitrust case, which is ready for trial within the next
few months.

Travelport earlier asked the U.S. Bankruptcy Court in Manhattan
to allow it to amend its claims against American Airlines in the
antitrust suit.  A federal judge dismissed those claims last year
but Travelport insists it has the right to bring new allegations
against the airline.

In a court filing, American Airlines argued allowing the travel
company to bring new claims would delay trial in the antitrust
suit given the "substantial differences" between those claims and
its initial claims.

According to American Airlines, it was initially accused by
Travelport of monopolizing air transportation on certain city
routes.  The travel company, American Airlines said, now wants to
accuse the carrier of conspiring with other airlines to restrain
trade by monopolizing the provision of fare information booking
services to travel agents.

"A prompt trial is essential, particularly in light of
Travelport's recent punitive doubling of American's booking fees
and the enormous damage the estate is suffering as a result," the
airline said in the court filing.

Travelport argues that the Debtors now made an about face when,
over six months ago, they represented to the District Court and
Travelport that the deadline for Travelport to seek leave to file
additional counterclaims has not expired, and that American was a
willing participant in extending said unexpired deadline.

In simple terms, American has either deliberately set a trap for
Travelport (and as a byproduct misled the District Court), or
concocted this bar date argument in a last minute effort at
taking two bites of the apple -- attempting to defeat
Travelport's ability to file additional counterclaims in this
Court, and if that fails, to oppose Travelport's motion to amend
in the District Court, Shmuel Vasser, Esq., at Dechert LLP, in
New York, argues for Travelport.

Last month, Travelport decided to double American Airlines' fees,
costing the carrier as much as $35 million annually, according to
the Debtors.

The case is American Airlines Inc. V. Travelport Ltd et al, U.S.
District Court, Northern District of Texas, No 11-0244.

In a related development, American Airlines and Travelport inked
an agreement to file under seal documents related to the travel
company's request that contain confidential information.  The
agreement can be accessed for free at http://is.gd/z5XPhz

                      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.

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 ).


AMPAL-AMERICAN: Judge Clears Creditors to Vote on Plan
------------------------------------------------------
A bankruptcy judge said creditors and shareholders can vote on a
restructuring plan for Ampal-American Israel Corp. proposed by the
company's unsecured creditors, according to reporting by Marie
Beaudette at Dow Jones' DBR Small Cap.

Under the Plan, unsecured creditors slated to take control of the
company after it exits Chapter 11 protection.

BankruptcyData relates that according to documents filed with the
Court, "The Plan is a reorganizing plan for the Debtor.  Pursuant
to the Plan, distributions to holders of Allowed General Unsecured
Claims against the Debtor's Estate in satisfaction of each such
holder's Claim will be the Pro Rata share (after payment in Cash
out of funds held in the Series B Deposit Account and the Series C
Deposit Account) of either (i) 100% of the Preferred Stock of the
Reorganized Debtor or (ii) the Cash Payment if the Equity Buyout
Option is exercised pursuant to Section 4.7 of the Plan... Holders
of Equity Interests will retain their shares of Class A Stock, now
in the Reorganized Debtor; moreover, such holders will have the
right to exercise the Equity Buyout Option by making a cash
investment in the Debtor in the amount equal to seventy-five (75%)
of the sum of (i) the Net Allowed General Unsecured Claims Amount
and (ii) the total amount of all scheduled and filed Claims
against the Debtor that have not been Allowed (excluding Claims
that have been disallowed by a Final Order), in which case the
holders of General Unsecured Claims, instead of receiving
Preferred Stock, will instead receive their Pro Rata share of the
Cash Payment."

                        About Ampal-American

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

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

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

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


ATLANTIC COAST: Inks Merger Agreement with Bond Street
------------------------------------------------------
Atlantic Coast Financial Corporation, the holding company for
Atlantic Coast Bank, announced a strategic transaction that will
achieve immediate enhanced value for all stockholders with respect
to the present value of their investment, as well as a financially
strong banking platform, and a competitive community banking
organization that is well positioned to meet the needs of its
customers and communities for the long term.

Specifically, the Company has entered into a definitive merger
agreement with Bond Street Holdings, Inc., under which the Company
will merge into Bond Street, a community-oriented bank holding
company with $3.2 billion in total assets that operates 41
community banking branches along both Florida coasts and in the
Orlando area.  Upon completion of that transaction, Atlantic Coast
Bank will merge into Florida Community Bank, N.A., Bond Street's
banking subsidiary.

As a result of this strategic merger agreement, the Company's
stockholders will receive $5.00 per share in cash for each common
share owned.  The $5.00 per share merger consideration to be
realized by the Company's stockholders represents a premium of
approximately 49% to the Company's average stock price of $3.36
over the 10-day period ended Feb. 25, 2013.  Of the total
transaction price of $5.00, $2.00 will be held in an escrow
account and will be available to cover losses from stockholder
claims for one year or until the final resolution of such claims,
if later.  The transaction is expected to be completed by the end
of the second quarter of 2013, subject to customary conditions,
including regulatory approvals and the approval of Company
stockholders.

Thomas Frankland, president and chief executive officer of the
Company, said, "This transaction is a win for our stockholders, a
win for our customers and a win for our banking franchise.  This
strategic business combination significantly enhances our combined
abilities to be one of the financially strongest and most
competitive community banking organizations in the northeast
Florida and southeast Georgia markets.  This transaction is an
important and meaningful opportunity for our stockholders, our
customers and our communities.  The keys to community banking
going forward are the resources that an organization can dedicate
to build its customer market potential, the soundness of the
capital and operating capabilities of its platform, and its
expertise about its markets and products to meet the financial
services needs of its customers.  We are confident that this
merger is a highly attractive strategic alignment.  Its completion
will fulfill as well the capital mandate we have received from our
regulators."

The Company stated that its Board of Directors and the Strategic
Alternatives Committee of the Board, with the assistance of the
Committee's independent financial advisor, Stifel, Nicolaus &
Company, Incorporated, an affiliate of Keefe, Bruyette & Woods,
Inc., (a Stifel Financial Corp Company), have considered various
strategic alternatives for more than a year, including a
recapitalization in the form of a rights offering as well as an
outright merger transaction.  In evaluating its options, the
Committee and the Board considered the relative risks involved
with the alternatives, along with the Company's goal of maximizing
the return to stockholders.  These risks include the prospects of
approval by regulators for successful completion of other
alternatives, the effectiveness of each option in gaining full
compliance with the Consent Order issued by the Office of the
Comptroller of the Currency under which the Bank currently
operates, the Bank's continued exposure to credit, market,
economic, and interest rate risks, as well as ongoing earnings
pressure from the Company's asset quality and wholesale debt.
Considering all these factors, the Board of Directors voted to
proceed with the merger alternative, determining that it will
provide stockholders with an enhanced return given market and
business conditions, remove the prospects of future dilution to
stockholders, and eliminate the operational and regulatory risks
associated with a recapitalization.

"We are excited by the prospects of growing our bank platform with
the addition of Atlantic Coast Bank and the opportunities we
foresee as we move together to expand in the Jacksonville area as
well as the Southeast Georgia markets," added Kent Ellert,
president and chief executive officer of Florida Community Bank.
"This acquisition will enhance our Florida footprint significantly
by giving us attractive visibility in the state's fourth largest
metro area and will provide a substantial foundation for us to
build a commercial lending team to spur future growth - precisely
as we have done with the eight successful acquisitions we have
previously completed.  We look forward to having Atlantic Coast
Bank on our team, building on its tradition and many great
qualities, and together creating an even stronger community bank
for customers."

When the transaction is completed, Florida Community Bank will
become the fourth largest bank headquartered in Florida, with
almost $4 billion in assets and 53 locations along both Florida
coasts and in Southeast Georgia.

On Feb. 21, 2013, the Federal Reserve Bank of Atlanta approved
Bond Street's request to execute an agreement with the Company to
acquire more than 10% of the Company's common stock.  Federal
regulations prohibit the acquisition of more than 10% of a savings
and loan holding company's equity securities for a period of three
years following a mutual to stock conversion without prior Federal
Reserve written approval.  The Company completed its second-step
conversion in February 2011.

A copy of the Agreement and Plan of Merger is available at:

                       http://is.gd/9ZrVaI

                       About Atlantic Coast

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

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

                      Consent Order With OCC

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

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


ATP OIL: Wants to Halt Operations at Gomez Properties
-----------------------------------------------------
ATP Oil & Gas Corporation is seeking formal approval from the
Bankruptcy Court to shut in deepwater leases known as the "the
Gomez Properties."  The Debtor nevertheless remains hopeful the
shut-in will be temporary.

The Gomez Properties are deepwater leases involving all or parts
of five offshore blocks, including Mississippi Canyon (MC) 667,
668, 711, 754 and 755.  The Debtor owns a 75% working interest in
block MC 754 and a 100% working interests in the other four
blocks.

The Debtor estimates cash losses from the continued production at
the Gomez Properties to exceed $5 million per month by March 2013.
Such operation, the Debtor says, will not only deplete millions in
estate cash but will also needlessly endanger its ability to
reorganize.

The Official Committee of Unsecured Creditors support the Debtor's
move.

                         Parties React

NGP Capital Resource Company urges the Debtor to mediate with all
stakeholders in the Gomez wells prior to any shut-in.  NGP is
concerned that a temporary shut-in risks a loss of wells.

HBK Main Street Investments, L.P.. Sankaty ATP LLC, Sankaty Credit
Opportunites IV, L.P., Sankaty Managed Account, L.P. and Diamond
Offshore Company have also expressed opposition to the Debtor's
motion.

Greystar Corporation and Gomez Hub Pipeline Partners, LP are
concerned on the expedited hearing of the Debtor's motion.  They
both seek a postponement of the scheduled Feb. 28 hearing.

                          About ATP Oil

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

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

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

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


ATP OIL: Inks $2-Mil. Cash Refund Deal with 2 Regulators
--------------------------------------------------------
ATP Oil & Gas Corporation recently entered into a reassessment
agreement with regulators of its offshore oil and gas leases to
effect a significant reduction of the Debtor's "decommissioning
obligations."

The Debtor's decommissioning obligations are potential costs of
plugging, abandonment, site clearance, removal and restoration for
wells, equipments, platforms, pipelines, facilties and structures
associated with certain of the Debtor's oil and gas leases and
rights-of-use and easement (RUEs) held by the Debtor.

The Debtor negotiated the agreement with regulatory agencies the
Bureau of Ocean Energy Management (BOEM) and the Bureau of Safety
and Environmental Enforcement (BSEE) in early February 2013.

Subject to court approval, the Reassessment Agreement eliminates a
$12,774,550 liability of the Debtor's estate, which became due on
January 31, 2013.  In addition, the deal produces an immediate
cash refund for $2,092,212, which was paid to the Debtor on
February 1, 2013.

                          About ATP Oil

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

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

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

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


ATP OIL: Seeks Extension of Lease Decision Deadline to July 31
--------------------------------------------------------------
ATP Oil & Gas Corporation is seeking a further extension of the
time by which it must assume or reject certain of its unexpired
non-residential property leases through July 31, 2013.

The Debtor's Unexpired Leases include oil and gas leases with the
Gulf of Mexico Bureau of Ocean Energy Management (BOEM) and
certain pipeline right-of-way arrangements.

The Debtor asserts that the current March 18 deadline does not
provide sufficient time to complete the dual sale/plan process
that has been instituted in its bankruptcy case.

BOEM consents to the Debtor's proposed extension of the lease
decision period.

The Court will hear the Debtor's request on March 7.

                          About ATP Oil

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

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

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

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


BROWNIE'S MARINE: Agrees to Pay $445,000 in Bonuses
---------------------------------------------------
Brownie's Marine Group, Inc., agreed to pay bonuses in the
aggregate amount of $305,000 to certain consultants, service
providers, and a bonus of $73,000 to Mikkel Pitzner, a director of
the Company, in consideration for marketing services he provided;
or a total bonus of $378,000 in this category.

The Company paid the $378,000 in bonuses by issuing 1,260,000,000
shares of one-year restricted common stock valued at $0.0003 per
share.  Included in this share issuance were 243,333,333 shares of
restricted common stock issued to Mr. Pitzner.

Additionally for the year ended Dec. 31, 2012, the Company awarded
a bonus of $67,000 payable to Robert Carmichael, the Company's
Chief Executive Officer.  The bonus was authorized and approved by
the Company's Board of Directors.  The bonus for $67,000 due to
Robert Carmichael was accrued as of Dec. 31, 2012, and will be
paid at which time deemed appropriate by the Company's Board of
Directors.

                      About Brownie's Marine

Brownie's Marine Group, Inc., does business through its wholly
owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third
Lung, a Florida corporation.  The Company designs, tests,
manufactures and distributes recreational hookah diving, yacht
based scuba air compressor and nitrox generation systems, and
scuba and water safety products.  BWMG sells its products both on
a wholesale and retail basis, and does so from its headquarters
and manufacturing facility in Fort Lauderdale, Florida.  The
Company's common stock is quoted on the OTC BB under the symbol
"BWMG".  The Company's Web site is
http://www.browniesmarinegroup.com/

The Company's balance sheet at Sept. 30, 2012, showed
$1.06 million in total assets, $1.83 million in total liabilities
and a $769,974 total stockholders' deficit.

                        Bankruptcy Warning

"If we fail to raise additional funds when needed, or do not have
sufficient cash flows from sales, we may be required to scale back
or cease operations, liquidate our assets and possibly seek
bankruptcy protection," the Company said in its quarterly report
for the period ended Sept. 30, 2012.

As reported in the TCR on April 2, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Brownie's Marine Group'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 recurring losses and will need to
secure new financing or additional capital in order to pay its
obligations.


CAESARS ENTERTAINMENT: Awards $4-Mil. to Named Executive Officers
-----------------------------------------------------------------
Caesars Entertainment Corp.'s 162(m) Plan Committee approved
awards for named executive officers for 2012 under the Amended and
Restated 2009 Senior Executive Incentive Plan.  The approved
awards authorized by the Committee for payment for Messrs. Gary
Loveman, Thomas Jenkin, John Payne and Ms. Mary Thomas are:

          Name                Plan Award
      -------------           ----------
      Gary Loveman            $2,400,000
      Thomas Jenkin           $800,000
      John Payne              $525,000
      Mary Thomas             $360,000

                    About Caesars Entertainment

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

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

For the year ended Dec. 31, 2012, the Company incurred a net loss
attributable to the Company of $1.49 billion on $8.58 billion of
net revenues, as compared with a net loss attributable to the
Company of $687.6 million on $8.57 billion of net revenues during
the prior year.  Caesar's balance sheet at Dec. 31, 2012, showed
$27.99 billion in total assets, $28.32 billion in total
liabilities and a $331.6 million total deficit.

                           *     *     *

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

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


CAPITOL BANCORP: Still in Talks on New Funding for Plan
-------------------------------------------------------
Capitol Bancorp Ltd., and Financial Commerce Corporation ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to:

   i) further extend their exclusive periods to file the proposed
      Chapter 11 Plan until May 16, 2013, and solicit acceptances
      for that plan until July 15, 2013; and

  ii) postpone from March 5 to April 16, the combined hearing on
      approval of solicitation procedures, adequacy of the
      disclosure statement and confirmation of the Plan.

Capitol Bancorp's bid for a quick bankruptcy exit hit a snag when
Valstone Partners LLC backed out from a tentative deal to fund the
reorganization by paying $50 million for common and preferred
stock while buying $207 million in face amount of defaulted
commercial and residential mortgages.  The issue with the
financing forced the Debtor to seek a postponement of the
confirmation hearing to March 5.

This time, in their request for another postponement of the Plan
hearing, the Debtors said that since ValStone's withdrawal, the
Debtors have been working with other potential investors and the
Debtors remain optimistic that they will be able to consummate an
equity infusion.  However, additional time is required (i) for
potential investors to complete their due diligence, and (ii) to
determine if the structure of any such proposed investment might
require proposed amendments to the Plan and possible
resolicitation of votes by the Debtors with respect thereto.

The Debtors filed their reorganization plan together with their
Chapter 11 petition after obtaining support from requisite
majorities of creditors and equity holders in all classes.

The Plan offered to exchange debt and trust-preferred securities
for equity.  Holders of $6.8 million in senior notes would see a
full recovery by receipt of new stock.  Holders of $151.3 million
in trust-preferred securities would take equity worth $50 million,
for a one-third recovery.  Holders of $5 million in preferred
stock would have a 20% recovery from new equity, while common
stockholders would take stock worth $15 million.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., of Foley & Lardner LLP
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

The Debtor's plan would exchange debt and trust-preferred
securities for equity.  Holders of $6.8 million in senior notes
would see a full recovery by receipt of new stock.  Holders of
$151.3 million in trust-preferred securities would take equity
worth $50 million, for a one-third recovery.  Holders of $5
million in preferred stock would have a 20% recovery from new
equity, while common stockholders would take stock worth
$15 million.


CD INTERNATIONAL: Delays Form 10-Q for Dec. 31 Quarter
------------------------------------------------------
CI International Enterprises, Inc., could not complete the filing
of its quarterly report on Form 10-Q for the period ended Dec. 31,
2012, due to a delay in obtaining and compiling information
required to be included in its Form 10-Q, which delay could not be
eliminated by Company without unreasonable effort and expense.  In
accordance with Rule 12b-25 of the Securities Exchange Act of
1934, the Company will file its Form 10-Q no later than the fifth
calendar day following the prescribed due date.

                      About CD International

CD International Enterprises, Inc. -- http://www.cdii.net/-- is a
U.S. based company that produces, sources, and distributes
industrial commodities in China and the Americas and provides
business and financial corporate consulting services.
Headquartered in Deerfield Beach, Florida with corporate offices
in Shanghai, CD International's unique infrastructure provides a
platform to expand business opportunities globally while
effectively and efficiently accessing the U.S. capital markets.

At Sept. 30, 2012, the Company had total current assets of
US$32.4 million and total current liabilities of US$32.8 million.
At Sept. 30, 2011, the Company had total current assets of
US$77.0 million and total current liabilities of US$32.2 million.

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 a net loss of approximately $53.3 million
in the current year.  The Company also has a working capital
deficit of approximately $.4 million, which factors raise
substantial doubt about its ability to continue as a going
concern.

The Company incurred a net loss allocable to common stockholders
of $41.78 million in 2012, as compared with net income allocable
to common stockholders of $9.23 million in 2011.


CENTRAL EUROPEAN: Signs Employment Agreement with CEO
-----------------------------------------------------
Central European Distribution Corporation entered into an
Employment Agreement with Grant Winterton effective as of Jan. 10,
2013, which is the date on which Mr. Winterton was appointed Chief
Executive Officer of CEDC.

The term of employment of Mr. Winterton by CEDC is for an initial
period of three years and is automatically extended for one year
on each anniversary of the effective date.

Mr. Winterton's base salary is $750,000 gross annually.

Mr. Winterton will be eligible to receive, among other benefits, a
yearly cash bonus after the closing of each fiscal year equal to
100% of his base salary.

On Feb. 22, 2013, James Archbold resigned from his position as
CEDC's Vice President and Director of Investor Relations.  In
connection with Mr. Archbold's resignation, CEDC and Mr. Archbold
entered into a General Release and Waiver Agreement providing for
an aggregate payment to Mr. Archbold of approximately $1.5 million
and Mr. Archbold's agreement to cooperate in the future concerning
the business of CEDC.

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

                        http://is.gd/1BVIIS

                            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.


CMS ENERGY: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed the ratings for CMS Energy Corp. and
Consumers Energy Co.  The Rating Outlook for CMS has been revised
to Positive from Stable, and the Rating Outlook for Consumers
remains at Stable.

Key Rating Drivers:

-- CMS's ownership of a regulated integrated utility with a low-
    risk stable credit profile;

-- Fitch's assessment of the regulatory environment in Michigan
    as supportive;

-- The up to $7 billion five-year capital spending plan is
    consistent with management's strategy to invest in its
    regulated operations;

-- Fitch's expectation that capital funding needs will increase
    the pace with which the utility accesses the debt capital
    markets;

-- Fitch sees limited opportunity for parent company deleveraging
    over the next five-year period.

Positive Outlook for CMS:

CMS's rating and revised Outlook are supported by ownership of
Consumers, an integrated regulated utility located in Michigan
with a stable credit profile. Consolidated financial metrics are
improving, largely due to a strong utility financial profile.
Fitch forecasts EBITDA-to-interest at or near 4.0x through 2017,
which is consistent with Fitch guidelines for the 'BBB-' rating
category. Fitch's forecast for funds from operations (FFO)-to-debt
ranges between a current ratio of approximately 18% to around 15%
over the forecast period, and reflects the positive cash benefits
associated with the recent extension of bonus depreciation which,
coupled with the company's net operating losses (NOLs) outstanding
limits CMS's cash tax obligation through 2016.

Fitch continues to monitor the company's financing activity as the
high nominal level of parent debt is a legacy credit concern. At
Sept. 30, 2012, total parent debt was nearly $2.4 billion, or 33%
of total consolidated debt (Fitch adjusted) and 23% of total
capital (Fitch adjusted). Fitch sees limited opportunity for
parent company deleveraging over the next five-year period due to
a large utility capital plan, and expects the parent to maintain
the utility capital structure during this capital intensive
period. Disproportionate growth in the already high level of
parent company debt could place pressure on the parent company
rating.

Affirmation of Consumers:

Consumers' rating and Stable Outlook reflect the utility's stand-
alone financial profile, and Fitch's assessment of the regulatory
environment in Michigan as supportive. Financial metrics for the
utility remain healthy relative to Fitch guidelines for the rating
category and risk profile. Fitch forecasts EBITDA-to-interest to
range between mid-5x and mid-6x, and debt-to-EBITDA to remain near
3.0x. FFO metrics are forecast to weaken from current levels as
the positive benefits associated with bonus depreciation end, and
with the up-tick in utility capital spending.

Execution of an up to $7 billion utility capital investment plan
and related funding needs limits positive rating action at
Consumers at this time. Fitch's rating assumes the company will
earn a good return on its utility investment, and timely recovery
of related costs is a key driver for ratings stability during this
capital intensive period.

The inclusion of rate design components to mitigate regulatory
lag, as well as forward test years, supports a stable utility
credit profile. Consumers' rate plans include an automatic power
supply cost recovery mechanism and a gas cost recovery mechanism
to facilitate timely recovery of commodity costs. Base rate orders
are filed by the utility annually, and are determined with 12
months of the filing date. Authorized interim rates can be
implemented within six months of the filing date, and the
permanent rate increase is subject to true-up or refund.

Solid Liquidity Profile:
CMS had a consolidated liquidity position of $1.3 billion at Dec.
31, 2012, including nearly $1.2 billion in availability under
three separate multi-year bank credit facilities, and $93 million
in cash on hand. Fitch considers the company's liquidity position
as sufficient relative to funding needs. The execution of multi-
year credit facilities mitigates concern related to both liquidity
and bank credit market access. Additionally, of the $1.2 billion
consolidated bank credit capacity, no one bank is exposed for
greater than 6.43% or $77.2 million.

Manageable Debt Maturity Schedule:
Fitch considers the consolidated debt maturity schedule to be
manageable, with $0 due in 2013, $450 million due in 2014, $650
million due in 2015, $530 million due in 2016, and $600 million
due in 2017. Fitch views the re-financing risk as low.

Rating Sensitivities:

-- Continued improvement in parent company financial metrics
    could lead to a ratings upgrade;

-- Execution of a large capital investment plan and related
    capital funding needs limits positive rating action for
    Consumers at this time;

-- An adverse regulatory order that negatively impacts the
    financial position of Consumers could place pressure on both
    the parent company and subsidiary ratings.

Fitch has affirmed the following:

CMS Energy Corp.
-- IDR at 'BB+';
-- Senior secured debt at 'BBB-';
-- Senior unsecured debt at 'BB+'.

Consumers Energy Co.
-- IDR at 'BBB';
-- Senior secured debt at 'A-';
-- Senior unsecured debt at 'BBB+';
-- Preferred stock to 'BBB-';
-- Short-term IDR at 'F3'.

The Rating Outlook for CMS Energy Corp. is revised to Positive
from Stable.

The Rating Outlook for Consumers Energy Co. remains Stable.


COLFAX CORP: Moody's Rates New Term Loan A-4 'Ba2'
--------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Colfax
Corporation new Term Loan A-4 and affirmed the company's Corporate
Family and Probability of Default Ratings at Ba3 and Ba3-PD,
respectively. The ratings on its expanded US based $300 million
revolver (upsized from $100 million) and on its $200 million multi
currency facility, and on the company's Term Loan B remain at Ba2.
The rating outlook was changed to negative from stable.

The change in outlook reflects the company's high leverage and
operating performance that has remained well below Moody's
expectations. Operating results have been pressured by delays in
implementing restructuring initiatives and by economic weakness in
European markets.

Ratings Rationale:

Colfax is weakly positioned in the Ba3 CFR rating category due to
its high leverage, with debt/EBITDA in high 4 times based on
Moody's standard adjustments which consider its operating leases,
and underfunded pension liabilities. Although the company's
interest expense will decline due to recent refinancing and its
leverage metrics will benefit from the $200 million debt paydown,
the company's leverage still remains elevated in Moody's view and
the general outlook for its business remains challenging
particularly given the weak European economies.

Moreover the negative rating outlook reflects Moody's view that
the company's sales, margins, and deleveraging efforts have been
weaker than previously anticipated by Moody's when it assigned the
Ba3 CFR rating. Moreover, leverage is expected to remain elevated
for much of 2013.

The affirmation of the company's Ba3 CFR reflects the expectation
that management will remain focused on working capital reduction,
productivity enhancements and that these efforts may be sufficient
to maintain the Ba3 CFR. Moody's continues to believe that the
management structure and investor base combined with strong global
product platforms increases the likelihood that the company will
perform well when the global economy improves.

The Ba2 rating on Colfax Corporation's senior secured credit
facilities is one notch above the corporate family rating due to
their senior priority of claim in the capital structure and the
support from the junior capital in the form of various unsecured
obligations including pension liabilities and trade claims. The
revolver, various term loan A facilities, and term loan B are all
secured on a first lien basis although by various assets but
benefit from the security package that is subject to a collateral
allocation mechanism.

The Ba2 assignment on the Term Loan A-4 has the company's Colfax
Corporation (the US borrower) as is the case with the Term loan A-
1 and term loan B. The term loan A-2 and A-3 have certain Colfax
European operations as the borrower.

Assignments/Affirmations:

Issuer: Colfax Corporation

  Senior Secured Bank Credit Facility, Assigned/Affirmed Ba2
  LGD3-32% from Ba2 LGD3- 41%

Issuer: Colfax UK Holdings Ltd

  Senior Secured Bank Credit Facility, Affirmed Ba2 LGD3-32% from
  Ba2 LGD3- 41%

Outlook Actions:

Issuer: Colfax Corporation

  Outlook, Changed To Negative From Stable

Issuer: Colfax UK Holdings Ltd

  Outlook, Changed To Negative From Stable

Colfax Corporation's SGL-3 Speculative Grade Liquidity rating
remains unchanged and reflects Moody's expectations that the
company will maintain adequate liquidity over the next twelve
months. The liquidity profile is supported by initial cash
balances anticipated at over $200 million, and $500 million of
total combined revolver size of which over $300 is anticipated to
be available in 2013 due in part to the expansion of its US
revolver. The company is anticipated to have good room under its
covenants but is believed to have limited forms of alternate
liquidity as its assets are secured by the bank credit facilities.

The ratings are not anticipated to experience positive ratings
traction over the short term. If leverage on a Moody's adjusted
basis were expected to improve beyond 4.3 times, the ratings
outlook could revert to stable. Moreover, were the company's
leverage to decrease to under 3.5 times and free cash flow
available for debt reduction anticipated at over 12% annually,
positive ratings traction could occur.

The ratings may be downgraded if the company does not make
meaningful progress so that its year-end 2013 leverage is
anticipated to be under 4.3 times on a fully adjusted basis.

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

Colfax, headquartered in Fulton, Maryland, is a diversified global
industrial manufacturer of pumps, fluid-handling systems,
specialty valves, fabrication technology solutions and lubrication
systems. Total revenues for 2012 were approximately $3.9 billion.


COMBAT SPORTS: Canadian Vendor Files Chapter 15 in Seattle
----------------------------------------------------------
Combat Sports Inc., a Canadian manufacturer of baseball, hockey
and lacrosse sticks, filed a Chapter 15 petition (Bankr. W.D.
Wash. Case No. 13-11632) on Feb. 26 in Seattle, where the U.S.
operations are located.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lender PNC Bank Canada Branch, owed $3.6
million, began proceedings against the U.S. and Canadian Combat
companies on Feb. 19 under the Bankruptcy & Insolvency Act.   A
receiver was appointed by the court in Ontario.

The receiver filed the Chapter 15 petitions for the Ottawa-based
company, disclosing assets of C$13.7 million ($13.4 million) and
liabilities of C$16.4 million.

According to the report, the receiver is asking the U.S. judge to
sign a temporary injunction halting creditor actions in the U.S.
until the court has an opportunity to rule whether Canada is
indeed home to the so-called foreign main bankruptcy proceeding.

If Canada eventually is found to be the foreign main bankruptcy,
creditor actions will be stopped permanently.


COMMUNITY FINANCIAL: Four Directors Quit From Board
---------------------------------------------------
Consistent with the terms of the Securities Purchase Agreement
dated as of Nov. 13, 2012, by and between Community Financial
Shares, Inc., and certain investors, on Feb. 21, 2013, William F.
Behrmann, David Clayton, Joseph S. Morrissey and Robert F. Haeger
notified the Company and its wholly owned subsidiary, Community
Bank-Wheaton/Glen Ellyn, of their retirement as directors of the
Company and the Bank effective as of Feb. 21, 2013.  The
retirements of Messrs. Behrmann, Clayton, Morrissey and Haeger are
not due to any disagreements with the Company or the Bank or any
concerns relating to the operations, policies or practices of
either the Company or the Bank.

                     About Community Financial

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

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

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

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


COMPETITIVE TECHNOLOGIES: Southridge to Purchase $10-Mil. of Stock
------------------------------------------------------------------
Competitive Technologies, Inc., entered into an Equity Purchase
Agreement and a Registration Rights Agreement with Southridge
Partners II, L.P., on Feb. 18, 2013.  As a condition for the
execution of the Equity Purchase Agreement, the Company issued a
convertible promissory note in principal value equal to $50,000,
maturing six months from the date of issuance.  The convertible
promissory note has no registration rights and is convertible into
the common stock of the Company at lesser of $0.35 or 50% of the
lowest daily VWAP price for the ten days prior to conversion.

                      Purchase Agreement

Southridge will purchase, at the Company's election, up to
$10,000,000 of the Company's registered common stock.  During the
two year term of the Purchase Agreement, the Company may at any
time in its sole discretion deliver a "put notice" to Southridge
thereby requiring Southridge to purchase a certain dollar amount
of the Shares.  Simultaneous with the delivery of those Shares,
Southridge will deliver payment for the Shares.  Subject to
certain restrictions, the purchase price for the Shares will be
equal to 90% of the lowest closing bid price for the Company's
common stock during the ten-day trading period immediately after
the Shares specified in the Put Notice are delivered to
Southridge.

The number of Shares sold to Southridge will not exceed the number
of those shares that, when aggregated with all other shares of
common stock of the Company then beneficially owned by Southridge,
would result in Southridge owning more than 9.99% of all of the
Company's common stock then outstanding.  Additionally, Southridge
may not execute any short sales of the Company's common stock.

A copy of the Equity Purchase Agreement is available at:

                        http://is.gd/aPQIfS

                         Rights Agreement

Under the terms of the Rights Agreement, the Company agreed to
file a registration statement with the Securities and Exchange
Commission with respect to the Shares.  The Company is obligated
to keep such registration statement effective until (i) three
months after the last closing of a sale of Shares under the
Purchase Agreement, (ii) the date when Southridge may sell all the
Shares under Rule 144 without volume limitations, or (iii) the
date Southridge no longer owns any of the Shares.

A copy of the Registration Rights Agreement is available at:

                        http://is.gd/DJaq9N

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

After auditing the 2011 results, Mayer Hoffman McCann CPAs, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred operating losses since fiscal year 2006.

The Company reported a net loss of $3.59 million in 2011.  The
Company reported a net loss of $2.40 million on $163,993 of
product sales for the five months ended Dec. 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed $4.70
million in total assets, $8.06 million in total liabilities and a
$3.35 million total shareholders' deficit.

"The Company incurred operating losses for the past six quarters,
having produced marginal net income in the first quarter of 2011,
after having incurred operating losses each quarter since fiscal
2006.  The Company has taken steps to significantly reduce its
operating expenses going forward and expects revenue from sales of
Calmare medical devices to grow.  However, even at the reduced
spending levels, should the anticipated increase in revenue from
sales of Calmare devices not occur the Company may not have
sufficient cash flow to fund operating expenses beyond the first
quarter of calendar 2013.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.


DELUXE CORP: FMR LLC Discloses 6.4% Equity Stake at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Feb. 13, 2013, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 3,297,026 shares
of common stock of Deluxe Corporation representing 6.477% of the
shares outstanding.  A copy of the amended filing is available for
free at http://is.gd/1pFKMN

                         About Deluxe Corp

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

                            *    *     *

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


DEWEY & LEBOEUF: Court Enters Plan Confirmation Order
-----------------------------------------------------
The Bankruptcy Court confirmed Dewey & Leboeuf LLP's Second
Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013,

Pursuant to the declaration of James F. Daloia on behalf of Epiq
Solutions, LLC, holders of Secured Lender Claims (Class 2) Other
Secured Claims (Class 3), and General Unsecured Claims (Class 4)
voted to accept the Plan.  Holders of Insured Malpractice Claims
(Class 5) voted to reject the Plan.

On the effective date of the Plan, Alan M. Jacobs will be deemed
appointed as the liquidation trustee, FTI Consulting, Inc., will
be deemed appointed as the secured lender trustee, and Wilmington
Trust will be deemed appointed as the Delaware trustee for both
trusts established under the Plan.

As of the Effective Date, the Debtor will be dissolved without the
need for any filings with any governmental official or entity.

A copy of the order confirming the Debtor's Modified Second
Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013, is
available at http://bankrupt.com/misc/dewey.doc1144.pdf

The Bankruptcy Court also approved a settlement inked by the
Debtor with the U.S. Pension Benefit Guaranty Corporation, which
settlement provides that Claim No. 635 filed on behalf of the PBGC
(relating to the three D&L Pension Plans) will be allowed as a
non-priority, general unsecured claim in the Bankruptcy case in
the amount of $120,000,000 which will be paid pro rata with other
creditors' allowed non-priority, general unsecured claims against
the Debtor in accordance with the Plan.

                           *     *     *

Maria Chutchian of BankruptcyLaw360 reported that a former Dewey &
LeBoeuf attorney fired back Tuesday at Citibank NA's effort to
collect payments on a loan used to fund his capital contribution
to the now-defunct firm, saying the bank lured partners into
borrowing loans by hiding Dewey's true financial state.  Steven P.
Otillar, who now works for Akin Gump Strauss Hauer & Feld LLP, and
his wife Laura accuse Citibank of conspiring with the firm, which
received approval of its Chapter 11 liquidation plan on Wednesday,
of duping partners.

The bankruptcy judge entered an order confirming the Plan on
Wednesday.

                       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.


DEWEY & LEBOEUF: Deals with Partners from UK, LeBoeuf Lamb OK'd
---------------------------------------------------------------
Defunct firm Dewey & LeBoeuf LLP creditors filed with the U.S.
Bankruptcy Court 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.

Aside from confirming Dewey's Chapter 11 plan on Wednesday, the
bankruptcy court in New York approved the settlement reached with
the ad hoc committee of retired partners of LeBoeuf, Lamb, Leiby &
MacRae, and certain settling former partners of the legacy firm
that merged into Dewey & LeBoeuf in 2007.  Dewey on Feb. 26
updated schedule of former partners who have agreed to participate
in the settlement.  A copy of the updated schedule, dated as of
Feb. 26, 2013, is available at
http://bankrupt.com/misc/dewey.doc1132-1.pdf

The Bankruptcy Court approved Wednesday a settlement agreement
between Dewey & LeBoeuf and the Debtor's former UK partners,
pursuant to which the former partners from the United Kingdom will
pay at least $650,000 in new Partnership Contribution Plan ("PCP")
proceeds to the estate of the UK LLP, the Debtor's separate
limited liability partnership in London.

                       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.


DUFF & PHELPS: S&P Assigns Preliminary 'B' Issuer Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' issuer credit rating to Duff & Phelps Corp.  In
addition, S&P assigned its preliminary 'B' issue-level rating to
the proposed $349 million seven-year first lien term loan and
proposed $75 five-year first-lien revolver.  S&P also assigned the
credit facilities its '3' recovery rating, indicating its
expectation of meaningful (50%-70%) recovery for lenders in the
event of a payment default.  The rating outlook is stable.

"Our preliminary ratings on Duff & Phelps are based on our
assessment of its business risk profile as fair and its financial
risk profile as highly leveraged," said Standard & Poor's credit
analyst Charles Rauch.  In terms of its business risk profile,
Duff & Phelps is a midsize advisory firm and investment bank that
primarily operates in a highly competitive national marketplace.

"The company has a diverse offering of niche services that
contributes to relatively stable operating performance over the
business cycle," said Mr. Rauch.  The company's highly leveraged
balance sheet following a $627 million buyout that it will
partially finance with a $349 million seven-year first lien term
loan constrains the ratings.

Duff & Phelps primarily operates in the national markets, where it
faces a number of larger competitors.  It has a well-recognized
brand name and a good reputation in the market, with market-
leading share in valuation advisory services.  The company's
provides services through three operating segments: financial
advisory, alternative asset advisory, and investment banking.
Each of these segments has its own competitive dynamics and
revenue characteristics.

The stable outlook incorporates S&P's expectation that Duff &
Phelps, over the next 18-36 months, will benefit from both
cyclical and secular tailwinds.  S&P is expecting midsingle-digit
growth in revenues and operating cash flows in 2013.  But even so,
high debt leverage will continue to constrain the ratings.  S&P
could consider raising the ratings if the company exceeds its
revenue expectations and uses excess cash flows from operations to
accelerate the pay-down of debt, such that operating-lease
adjusted debt leverage falls below 5.0x.  Alternatively, S&P would
consider lowering the ratings if Duff & Phelps suffers major
defections in either clients and/or producers, which adversely
affects its franchise and causes deterioration in operating
performance, such that adjusted operating lease-adjusted debt
leverage rises above 7.0x.


EDIETS.COM INC: Borrows Additional $205,000 From ASTV
-----------------------------------------------------
On Oct. 31, 2012, eDiets.com, Inc., entered into an Agreement and
Plan of Merger with As Seen On TV, Inc., eDiets Acquisition
Company, a wholly-owned subsidiary of ASTV, and certain other
individuals named therein. Pursuant to the Merger Agreement,
Merger Sub will merge with and into the Company, and the Company
will continue as the surviving corporation and a wholly-owned
subsidiary of ASTV.

Pursuant to the Merger Agreement, ASTV has previously loaned the
Company $2 million, evidenced by two promissory notes issued by
the Company and dated Sept. 6, 2012, and Nov. 16, 2012,
respectively.  On Feb. 12, 2013, the Company borrowed an
additional $205,000 from ASTV and issued a new promissory note on
terms substantially similar to those set forth in the Original
Notes.  Interest accrues on the New Note at a rate of 12% per
annum, and at the rate of 18% per annum during the continuance of
an event of default.  The New Note will mature on the date that is
ten business days following the first to occur of the following:
(i) the closing date of the Merger Agreement; (ii) March 31, 2013;
or (iii) an event of default under the New Note.

All principal and accrued interest is due and payable in full on
the maturity date of the New Note.  If the maturity date occurs
after the closing date of the Merger Agreement, payment will be
made through conversion of the New Note into newly issued shares
of the Company's common stock at the same conversion price
established in the Merger Agreement for the Merger; otherwise,
payment will be made in cash.  If the Merger Agreement terminates,
ASTV will have the option to convert the New Note into newly
issued shares of the Company's common stock at a conversion price
of $0.54 per share.

Under the New Note, the Company must comply with a number of
covenants, including a covenant to make any payments due under the
New Note prior to making payments in respect of indebtedness
incurred following Feb. 12, 2013, and a covenant not to incur
certain additional indebtedness or grant certain liens over its
assets without the prior written consent of ASTV.

A copy of the Senior Promissory Note is available at:

                         http://is.gd/vQnPkA

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs.  eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 financial results, Ernst & Young LLP, in Boca
Raton, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred recurring operating losses,
was not able to meet its debt obligations in the current year and
has a working capital deficiency.

The Company's balance sheet at Sept. 30, 2012, showed
$1.76 million in total assets, $5.23 million in total liabilities
and a $3.46 million total stockholders' deficit.

                         Bankruptcy Warning

On Oct. 31, 2012, the Company entered into an Agreement and Plan
of Merger with ASTV, eDiets Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of ASTV ("Merger Sub"),
and certain other individuals named therein.  Pursuant to the
Merger Agreement, Merger Sub will merge with and into the Company,
and the Company will continue as the surviving corporation and a
wholly-owned subsidiary of ASTV.

"Both before and after consummation of the transactions, and if
the Merger is never consummated, the continuation of the Company's
business is dependent upon raising additional financial support.
In light of the Company's results of continuing operations,
management has and intends to continue to evaluate various
possibilities.  These possibilities include: raising additional
capital through the issuance of common or preferred stock,
securities convertible into common stock, or secured or unsecured
debt, selling one or more lines of business, or all or a portion
of the Company's assets, entering into a business combination,
reducing or eliminating operations, liquidating assets, or seeking
relief through a filing under the U.S. Bankruptcy Code," the
Company said in its quarterly report for the period ended
Sept. 30, 2012.


EDISON MISSION: Property Damage Plaintiffs Seek Stay Relief
-----------------------------------------------------------
Greg Paraday and Eulalio Bastida ask the Bankruptcy Court to enter
an Order lifting the automatic stay and allow Paraday and Bastida,
to proceed with the two separate pending class litigation cases
against debtor Midwest Generation LLC (Greg Paraday, et al., v.
Midwest Generation, LLC, Case No. 2012-CH-1575 and Eulalio
Bastida, et al. v. Midwest Generation, LLC, Case No. 2012-CH-1576)
under the condition that no judgment obtained by either Paraday
and Bastida will be enforced against Midwest Generation LLC until
the conclusion of the Debtor's Chapter 11 Bankruptcy proceeding.

Peter W. Macuga of Macuga, Liddle, and Dubin, P.C, representing
the plaintiffs, tells the Court his clients are entitled to an
order lifting the automatic stay to allow Paraday and Bastida to
proceed against Midwest Generation for their class action property
damage claims.

Paraday and Bastida re-filed claims in the Cook County Circuit
Court (Chancery Division) against Midwest Generation on Jan. 17,
2012, for negligence, gross negligence, nuisance, trespass and
strict liability.  The Plaintiffs have expended substantial sums
in conducting pre-litigation discovery and have already secured an
Expert Report discussing Defendants' responsibility for class
Plaintiffs' substantial property damage.  The Defendants have
already been denied a Motion to Dismiss and have re-filed a Second
Motion to Dismiss in the Cook County Circuit Court.

Mr. Macuga notes that the pending Paraday and Bastida property
damage class action cases are not connected with the bankruptcy
proceeding and will not interfere with that proceeding or
jeopardize the Debtors' bankruptcy estate as the Plaintiff will
defer on the collection of any judgments that may be rendered in
favor of the class Plaintiffs' until the close of the Debtors'
Chapter 11 bankruptcy proceeding.

The Plaintiffs have conducted substantial subpoena discovery
with the Illinois Department of Environmental Quality, the
Environmental Protection Agency, other public and private agencies
and archives, have conducted a great number of interviews of
putative class members, including clergy and local association
leaders, and have expended substantial sums in the Expert Reports
already generated by the Plaintiffs against the two Midwest
Generation facilities.  The Plaintiffs' two Expert Reports are
each the result of air and odor dispersion and air and odor
modeling which delineate the distance Defendant's odors and
particulate fall onto the Plaintiffs' properties.

Each of the Plaintiffs' Expert Reports is separately supported by
over 7,000 pages of supporting data.  The Expert Reports have long
been supplied to the Defendants.  Over 300 persons have requested
immediate inclusion as named parties in the respective putative
class actions.  A continuing bankruptcy stay substantially delays
the class litigation of the Plaintiffs' property damage claims due
to Midwest Generation air pollution.

Mr. Macuga contends that lifting the automatic stay as to Paraday
and Bastida will allow both classes to continue to litigate their
claims against the Midwest Generation debtor.  The Paraday and
Bastida putative classes will include thousands of the Plaintiffs,
by already received individual complaints and the parameters of
the Expert Reports, that possess property damage claims against
the Midwest Generation Defendants.  The adjudication of class
action claims is a long and complex process and indefinite delays
will further distance the Plaintiffs from judgments upon their
claims.

                       About Edison Mission

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

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

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

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

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

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

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

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


EDISON MISSION: Can Hire Perrella Weinberg as Investment Banker
---------------------------------------------------------------
The Bankruptcy Court has authorized Edison Mission Energy, et al.,
to hire Perella Weinberg Partners LP as investment banker and
financial advisor.

Perella Weinberg has agreed to provide a variety of services:

    * general advisory and investment services, including
      reviewing the Debtors' financial condition and prospects;

    * restructuring services, including providing strategic advise
      with respect to restructuring and refinancing some or all of
      the Debtors' obligations, and assisting the Debtors in
      negotiations with holders of pass through certificates.

    * financing services, including providing financial advise to
      the Debtors in structuring and effecting a financing.

    * certain sale services, including providing advice in
      structuring, evaluating and effecting a sale of the assets.

Perella Weinberg will be compensated for their services in
accordance with this fee structure:

   a. Monthly Fee -- An advance monthly fee of $200,000 per month.

   b. Financing Fee -- A fee equal to 1% of all of (i) the gross
proceeds of securities of the Debtors sold to any third party,
which third party is not a material existing stakeholder of the
Company as of the Engagement Date, and/or (ii) the principal
amount of each new loan, debt instrument, letter of commitment,
revolver, or similar obligation, in each case sold to or entered
into by a third party that is not a material existing stakeholder
of the Debtors.

   c. PoJo Amendment/Restructuring Fee -- In the event of a
Amendment/Restructuring related to Midwest Generation's Powerton
and Joliet Generating Stations in Illinois, Perella Weinberg will
be paid a $2,500,000 fee; provided if the restructuring
constitutes solely an amendment to the documents underlying the
Pass Through Certificates, the PoJo Restructuring Fee will only be
$1,500,000.

   d. Restructuring/Sale Fee -- In the case of a Restructuring or
a Sale, a Restructuring Fee of $8,000,000, payable upon (i) the
confirmation of a plan of reorganization with respect to a
Restructuring or (ii) the consummation of a Sale, as applicable.

   e. Asset Sale Fee -- In the case of any Asset Sale, fees to be
mutually determined by the Debtors and Perella Weinberg, which
fees would be based on the nature of Perella Weinberg's services
with respect to such Asset Sale, the results obtained and the
custom and practice among investment bankers acting in similar
circumstances.

                       About Edison Mission

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

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

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

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

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

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

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

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


EDISON MISSION: Committee Authorized to Retain Perkins Coie
-----------------------------------------------------------
Bankruptcy Judge Jacqueline P. Cox has authorized the Official
Committee of Unsecured Creditors of Edison Mission Energy, et al.,
to retain Perkins Coie LLP as its local counsel in connection with
the Debtors' chapter 11 cases, nunc pro tunc to January 7, 2013.

The Committee has earlier selected Akin Gump to serve as its main
bankruptcy counsel in the Debtors' cases, but Akin does not
maintain offices in Chicago, Illinois.

In addition to providing local support services for the Committee
and Akin, the Committee may from time to time request that Perkins
perform these services:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BankruptcyData reported that the U.S. Bankruptcy Court authorized
the unsecured creditors' committee to retain Akin Gump Strauss
Hauer & Feld as co-counsel, Perkins Coie as co-counsel, FTI
Consulting as financial advisor and Blackstone Advisory Partners
as investment banker and financial advisor.

                       About Edison Mission

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

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

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

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

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

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

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

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


ENERGY SERVICES: Incurs $760,000 Net Loss in Dec. 31 Quarter
------------------------------------------------------------
Energy Services of America Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $760,210 on $27.17 million of
revenue for the three months ended Dec. 31, 2012, as compared with
net income of $1.13 million on $25.12 million of revenue for the
same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $58.29
million in total assets, $52.60 million in total liabilities and
$5.69 million in total stockholders' equity.

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

                        http://is.gd/GX6pSY

Huntington, West Virginia-based Energy Services of America
Corporation  is a provider of contracting services to America's
energy providers, primarily the gas and electricity providers.
Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Energy Services' ability to
continue as a going concern following the annual report for the
year ended Sept. 30 ,2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a forbearance arrangement with its lenders as a
result of continued noncompliance with certain debt covenants.

The Company reported a net loss of $48.5 million on $157.7 million
of revenue in fiscal 2012, compared with a net loss of
$5.3 million on $143.4 million of revenue in fiscal 2011.


ERESEARCH TECHNOLOGY: Moody's Rates New Senior Term Loan 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to eResearch
Technology's new senior secured term loan due 2018. The ratings
outlook is stable.

The new term loan will be used to repay in full the existing,
higher priced $220 million term loan due 2018.

Ratings Rationale:

The B1 secured debt rating reflects the B2 corporate family rating
and the priority position of the secured debt in eRT's liability
structure, resulting in a one notch lift from the CFR. eRT has a
relatively small revenue base, although does have a leading
position in the niche market for new drug trial subject cardiac
safety and respiratory efficacy testing. As a result of that
position, eRT features high revenue visibility from its backlog
with a concentrated set of leading pharmaceutical companies.
Financial metrics are in line with other companies also rated at
B2 category.

The stable rating outlook reflects Moody's expectations for growth
in revenues of at least 3% and profitability over the next 12 to
18 months, leading Debt to EBITDA to decline to about 4.25 times
over this period. A downgrade could occur if revenue does not
grow, or Moody's expects free cash flow to debt below 2% or debt
to EBITDA to remain above 5 times, or if financial policies do not
emphasize debt repayment over more shareholder friendly uses of
cash. The ratings could be upgraded if eRT can grow and diversify
its revenue base substantially while maintaining conservative
financial policies, achieving levels of profitability and free
cash flow generation which cause us to expect debt to EBITDA to be
maintained below 3.75 times and free cash flow to debt of over 7%.

The following ratings (assessments) were assigned:

Senior Secured 1st Lien Term Loan, B1 (LGD3, 37%)

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.

eResearch Technology, Inc .is a provider of cardiac safety,
respiratory efficacy and ePRO solutions to pharmaceutical and
healthcare organizations sponsoring or involved in the clinical
trial of new drugs owned by affiliates of Genstar Capital. Moody's
projects 2013 revenue of over $240 million in 2013.


FIBERTOWER NETWORK: L&W Approved as FCC Regulatory Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Fibertower Network Services Corp., et al., to employ
Latham & Watkins LLP as special Federal Communications Commission
regulatory counsel.

In November 2012, the chief of the FCC's Wireless
Telecommunications Bureau issued an adverse decision (i) denying
the Debtors' request for an extension or waiver of the deadlines
for constructing a substantial majority of the Debtors' 24 GHz and
39 GHz spectrum licenses; and (ii) deeming those licenses
automatically terminated by operation of FCC rules.

The Debtors filed an application for review of the FCC Staff
Decision to the FCC Commissioners.

L&W will represent the Debtors in connection with FCC regulatory
matters pertaining to the Debtors' pending application for review
of the FCC Staff Decision to the FCC Commissioners.

L&W previously provided legal services to the Debtors in
connection with certain FCC regulatory matters and has extensive
experience in representing companies in FCC regulatory matters.
The Debtors retained L&W to take over Hogan Lovells'
representation of the Debtors with respect to the Representative
Matters.  The Debtors will work with L&W and Hogan Lovells to
facilitate a smooth transition to L&W and in an effort to avoid
any unnecessary duplication of effort between L&W and Hogan
Lovells.

The Debtors also have historically employed Willkie Farr &
Gallagher LLP to assist them with certain other FCC-related
matters, and have retained WF&G in the cases.  WF&G will continue
to focus primarily on obtaining FCC approval of the transfers
of the licenses and in providing communications law advice
regarding the Debtors' plan of reorganization, while L&W will
focus primarily on pursuing the Debtors' application for review
to the FCC Commissioners of the recently-received adverse FCC
Staff Decision.  The Debtors will work with WF&G and L&W in an
effort to avoid any unnecessary duplication of effort between WF&G
and L&W.

The hourly rates of L&W professionals are:

         Partners                       $930 - $965
         Counsel                        $820 - $880
         Associates                     $395 - $795
         Paralegals, Analysts
           and Project Assistants       $225 - $305

To the best of the Debtors' knowledge, L&W does not represent or
hold any interest adverse to the Debtors or their estates with
respect to the matters as to which L&W is to be employed.

                     About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FIRST SECURITY: Inks Pacts for Planned $90MM Recapitalization
-------------------------------------------------------------
First Security Group, Inc., the bank holding company for its
wholly-owned subsidiary FSGBank, N.A., has entered into definitive
stock purchase agreements with institutional investors as part of
an approximate $90 million recapitalization.  Four investors will
lead the Recapitalization, which also includes a conversion of the
Company's TARP CPP Preferred Stock to common stock and sale of
under- and non-performing loans.  The lead investors will each
invest approximately $9 million to acquire pro-forma ownership of
approximately 9.9% of the total outstanding common stock,
respectively.  The Recapitalization is priced at $1.50 per share
and was unanimously approved by the Company's board of directors.

"Today marks an important milestone for First Security Group and
FSGBank and reflects the culmination of our efforts over the last
fifteen months," said Michael Kramer, president and chief
executive officer of First Security.  "We have rebuilt our
executive management team with talented and experienced bankers,
solidified our board with four new directors, three of which are
former bank CEOs, and initiated the execution of our strategic
plan.  We appreciate the confidence and support of our lead
investors.  Their commitment to our Recapitalization will enable
us to strengthen our balance sheet and provide growth capital to
complete the transformation of FSGBank into a banking franchise
that our clients, communities and shareholders can be proud of."
Kramer concluded, "We are also pleased to announce that our
current shareholders will have the opportunity to buy additional
shares in First Security at the same price as the Recapitalization
through a follow-on rights offering."

The Company plans to downstream a majority of the net proceeds to
FSGBank in order to support future balance sheet growth as well as
fund the losses associated with the recently completed loan sale.
The combined effects of the additional capital and the loan sale
are expected to result in an improved risk profile, enhanced
profitability and compliance with most, if not all, aspects of the
regulatory orders of the Company and FSGBank.

The Recapitalization is subject to a number of conditions,
including the lead investors receiving the necessary bank
regulatory determinations.  On Feb. 25, 2013, the Company executed
definitive stock purchase agreements, including subscription
agreements to accredited individual investors, totaling in excess
of $90 million.  Under the terms of the Recapitalization, First
Security is permitted to conduct a $5 million follow-on rights
offering after the closing of the Recapitalization that would
allow existing shareholders to purchase shares of common stock at
the same price as the Recapitalization.

Capital Structure and Tax Preservation Plan

The Recapitalization is structured to preserve the Company's net
operating losses under Section 382 of the Internal Revenue Code.
As announced on Oct. 30, 2012, First Security enacted a Tax
Benefit Preservation Plan to ensure the anticipated
recapitalization was not impacted by changes in ownership between
the enacting of the Preservation Plan and the closing of the
Recapitalization.

"The ability to organize the capital structure to fully preserve
our net operating losses was an important component of our value
proposition of the Recapitalization," said John R. Haddock, EVP
and chief financial officer of First Security.  "As of December
31, 2012, the valuation allowance against our net deferred tax
assets, primarily consisting of the NOLs, exceeded $50 million.
This $50 million valuation allowance can be released back into
earnings and capital once profitability is restored and we achieve
consistent and predictable earnings."

TARP CPP Restructuring

In connection with the Recapitalization, the Company negotiated
with the U.S. Treasury a restructuring of the Company's Preferred
Stock issued under the Capital Purchase Program.  The Company will
issue common stock to the Treasury for full satisfaction of the
par value of the Preferred Stock, accrued dividends and common
stock warrants previously issued to the Treasury.  The Company has
deferred payment on the Preferred Stock dividends since January
2010.  Treasury will contemporaneously sell the common stock to
investors identified by the Company.

Loan Sale

On Dec. 10, 2012, the Company entered into an asset purchase
agreement with a third party to sell certain loans.  During the
fourth quarter of 2012, the Company identified $36.2 million of
under- and non-performing loans to sell and recorded a $13.9
million loss to reduce the loan balances to the expected net
proceeds.  The Company completed the loan sale during February
2013.  As a result of the loan sale, the Company's non-performing
assets as a percentage of total assets was 2.36% as of Dec. 31,
2012.

A complete copy of the press release is available at:

                         http://is.gd/KuZsSf

Additional information can be found at http://is.gd/jEnWVG

                    About First Security Group

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

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

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

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


FUELSTREAM INC: Further Amends 1.1MM Common Shares Prospectus
-------------------------------------------------------------
Fuelstream, Inc., has filed an amendment to its Form S-1
registration statement in connection with resale of up to
1,121,584 shares of common stock of the Company by certain selling
stockholders.  The Company will not receive any of the proceeds
from the sale of the shares.

The amendment was made:

   1. to correct an error that resulted from the Company's Edgar
      filer's software omitting the Company's audited Statement of
      Cash Flows for the year ended Dec. 31, 2012;

   2. to include a material agreement as an additional exhibit;
      and

   3. to furnish financial statements and related notes from the
      Registration Statement in Extensible Business Reporting
      Language, or "XBRL".

The Company's common stock is traded on the over-the-counter
market under the symbol "FLST".  The closing bid price for the
Company's common stock on Jan. 15, 2013, was $2.02 per share, as
reported by the OTCQB.

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

                        http://is.gd/0yZCPh

                         About Fuelstream

Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location
supplier and distributor of aviation fuel to corporate,
commercial, military, and privately-owned aircraft throughout the
world.  The Company also provides a variety of ground services
either directly or through its affiliates, including concierge
services, passenger andbaggage handling, landing rights,
coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customsapprovals, and third-
party invoice reconciliation.  The Company's personnel assist
customers in flight planning and aircraft routing aircraft,
obtaining permits, arranging overflies, and flight follow
services.

Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream'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 negative working capital, negative cash flows from
operations and recurring operating losses.

The Company's balance sheet at Sept. 30, 2012, showed
$3.04 million in total assets, $4.87 million in total liabilities
and a $1.82 million total stockholders' deficit.


GAC STORAGE: Wells Fargo OKs Use of Cash Collateral Until March 2
-----------------------------------------------------------------
On Feb. 7, 2013, the U.S. Bankruptcy Court for the Northern
District of Illinois extended, in a twelfth interim order, The
Makena Great Anza Company, LLC's authority to use cash collateral
of Wells Fargo Bank, N.A., until March 2, 2013.

During the week of Feb. 24, 2013, Makena Anza will make an
adequate protection payment in the amount of $19,375.44 to Wells
Fargo.  All the terms of the First Interim Order will remain in
effect until March 2, 2013.

Meanwhile, on Feb. 7, 2013, GAC Storage El Monte, LLC, and Wells
Fargo Bank, N.A., entered into a sixth stipulation extending El
Monte's authority to use cash collateral until March 2, 2013.  All
other terms of The El Monte Final Cash Collateral Order remains in
full force and effect.

On Feb. 7, 2013, GAC Storage Copley Place, LLC, and Bank of
America, N.A., stipulated and agreed to a sixth amendment
extending the Debtor's use of cash collateral until Feb. 28, 2013.
The lender is authorized to apply all adequate protection payments
received from the Debtor to the Loan balance in accordance with
the terms of the Loan Documents.

                     About GAC Storage Lansing

GAC Storage Lansing, LLC -- which owns and operates a warehouse
and storage facility with 522 storage units, generally located at
2556 Bernice Road, Lansing, Illinois -- filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.
Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the
Debtor as counsel.  Robert M, Fishman, Esq., and Gordon E.
Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin
LLC, in Chicago, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Makena Great American Anza Company, LLC --
http://www.makenacapital.net/-- a commercial shopping center
developers in Southern California, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Anza leads the way in the acquisition and development of
"A-Location" small commercial shopping centers and corner
properties in Southern California.  Lawyers at Shaw Gussis Fishman
Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the
Debtor.  Makena disclosed $13,938,161 in assets and $17,723,488 in
liabilities.

Other affiliates that sought bankruptcy protection are GAC Storage
Copley Place, LLC, GAC Storage El Monte LLC, and San Tan Plaza,
LLC.  The cases are being jointly administered under lead case no.
11-40944.

At the behest of lender Bank of America, N.A., the Bankruptcy
Court dismissed the Chapter 11 case of San Tan Plaza, as reported
by the Troubled Company Reporter on July 17, 2012.

Makena Anza, Copley and El Monte have filed separate bankruptcy
exit plans.


GELTECH SOLUTIONS: Receives $780,000 From Securities Sale
---------------------------------------------------------
GelTech Solutions, Inc., sold 482,758 shares of common stock and
received $280,000 from its Chief Executive Officer and Chief
Technology Officer.  Additionally, the Company sold 1,428,714
shares of common stock and received $500,000 from two accredited
investors including $450,000 from its principal shareholder.

The shares of common stock were issued without registration under
the Securities Act of 1933 in reliance upon the exemption provided
in Section 4(a)(2) and Rule 506 thereunder.

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

The Company's balance sheet at Dec. 31, 2012, showed $1.15 million
in total assets, $3.80 million in total liabilities and a $2.65
million total stockholders' deficit.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."


GEORGES MARCIANO: 9th Circ. OKs Forced Ch. 11 Petition
------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that Guess Inc. co-
founder Georges Marciano was dealt a blow by the Ninth Circuit
Wednesday when it ruled that three former employees who had won a
more than $95 million award against him were not wrong to force
him into bankruptcy to claim that amount, even though he was
appealing that award.

The report related that those employees were entitled to be paid
the amount immediately after the court handed them the win, the
appeals court ruled, finding they had valid claims against
Marciano when they filed an involuntary bankruptcy petition
against the Guess founder.

                      About Georges Marciano

Georges Marciano is the co-founder of the apparel company Guess?,
Inc. and an investor in various companies and real estate
ventures.  Three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.


GORDON PROPERTIES: Reed Smith Barred in Condo Owners' Suit
----------------------------------------------------------
Judge Robert Mayer ruled that Reed Smith LLP is disqualified as
counsel for plaintiffs in the adversary proceeding captioned
HOWARD SOBEL, et al., Plaintiffs v. BRYAN SELLS, et al.,
Defendants, Adv. Proc. No. 12-1562-RGM (E.D. Va.).

The disqualification motion was filed by First Owners Association
of Forty Six Hundred Condominium, Inc. (FOA), a defendant in the
proceeding and who has been in litigation with Gordon Properties,
LLC, et al.  FOA pushed for the disqualification, saying that Reed
Smith has previously represented it in substantially related
matters.

The Court held that Reed Smith changed sides.  It was hired to
resolve two matters for FOA but now seeks on behalf of new clients
to prevent FOA from settling the very matters it was originally
hired to resolve, the Court cited.  "Reed Smith may have a new
theory, but it is the same matter," Judge Mayer opined.

The adversary proceeding is in the bankruptcy case of GORDON
PROPERTIES, LLC, Chapter 11, Debtor, Case No. Case No. 09-18086
(RGM) (E.D. Virginia).

A copy of the Court's Feb. 25, 2013 Memorandum Opinion is
available at http://is.gd/xEryJyfrom Leagle.com.

                      About Gordon Properties

Alexandria, Va.-based Gordon Properties LLC owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GREAT BASIN: Nevada Subsidiaries File Chapter for Protection
------------------------------------------------------------
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 Feb. 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 Monday 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 Feb. 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.

                         About Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

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

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

The British Columbia Court appointed KPMG Inc. as monitor of the
business and financial affairs of the Company in the CCAA
proceedings.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.


GRIFFON CORP: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on N.Y.-based Griffon Corp. to stable from negative.  At
the same time, S&P affirmed the ratings on the company,
including the 'BB-' corporate credit rating.

"The outlook revision and ratings affirmation reflects our view
that Griffon's operating earnings and credit measures will
continue to improve in 2013 to levels more in line with our
'aggressive' financial risk assessment of the company," said
Standard & Poor's credit analyst Thomas Nadramia.  "We project
that growing housing starts, which are important drivers to
Griffon's Clopay garage door and Ames True Temper lawn and garden
tools business, along with strong backlog in the company's
Telephonics segment, will drive EBITDA improvement."  This will
result in debt to EBITDA of 4.8x or less, funds from operations
(FFO) to debt of about 15% and interest coverage of greater than
3x, all consistent with our aggressive financial risk profile.

The stable outlook also incorporates S&P's view of Griffon's
"Fair" business risk profile as the company benefits from three
separate business lines (Home & Building Products, Specialty
Plastics, and Telephonics), each with distinct customer bases,
along with good geographic diversity with significant sales in
Europe and South America.  Somewhat offsetting these strengths are
significant customer concentrations in each segment, exposure to
construction cycles in the garage door and tools business, and
volatile raw materials (primarily resin) costs and currency
fluctuations in the plastics business.

Griffon Corp. is a diversified management and holding company
that, through wholly owned subsidiaries, designs and manufactures
communication and sensors systems for military and commercial
markets (telephonics); manufactures and sells residential and
commercial garage doors and nonpowered landscaping tools (Home &
Building Products); and produces specialty plastic films used in a
variety of hygienic, health-care, and industrial applications
(Plastics).

The stable outlook reflects S&P's risk assessment that Griffon's
operating performance will improve modestly in fiscal 2013,
resulting in credit measures more in line with the rating given
its aggressive financial risk profile and fair business risk
assessment.  S&P expects credit measures to remain in a relatively
narrow area of about 5x debt to EBITDA and 15% FFO to debt while
maintaining adequate liquidity and healthy cash balances.

S&P could lower the rating if operating performance unexpectedly
weakens due either to government spending actions which adversely
affect the Telephonics business, or if increased economic weakness
in Europe and/or Latin America reduces profitability in the
Platics segment, either of which could cause reductions in EBITDA,
causing leverage to revert to well above 5.5x on a sustained
basis.  Based on S&P's models, these scenarios could result in
total sales decline of 3% to 5% coupled with a 100 b.p. decline in
overall EBITDA margins.

S&P views an upgrade as unlikely in the near term.  However, S&P
could raise the rating if operating performance improves such that
debt to EBITDA leverage was sustained below 4x, which S&P do not
think will occur until the company reaches its historical target
of 10% EBITDA margin while growing sales to about $2.2 billion.


GULF STATES: Agent May Not Seek Claims vs. Maurin, et al.
---------------------------------------------------------
The Hon. Elizabeth Wagner ruled that David V. Adler, disbursing
agent of reorganized debtor Gulf States Long Term Acute Care of
Covington, LLC, may not pursue any claims against Maurin; Gregory
Frost; Breazeale, Sachse & Wilson, LLP; Jamestown, Inc.; Jamestown
Gaming, L.L.C.; Gulf States Meadows, LP; Gulf States Healthcare
Properties of Dallas, L.L.C.; Gulf States of Dallas Holdings,
L.L.C.; New Braunfels Healthcare Properties, L.L.C.

Mr. Adler however is entitled to pursue the Debtor's claims
against Gulf States of Dallas Holdings, L.L.C.; B & G Healthcare
Properties, L.L.C.; Jamestown Healthcare Properties of Dallas,
L.L.C.; and Gregory Walker, the Court held.

Mr. Adler may also pursue, if successful on any retained causes of
action, all means of collection, including, but not limited to,
the assertion of veil piercing or alter ego theories of recovery
against Maurin.

A copy of the Court's Reasons for Decision, dated Feb. 26, 2013,
is available at http://is.gd/CS9STbfrom Leagle.com.

Based in Covington, Louisiana, Gulf States Long Term Acute Care of
Covington, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
E.D. La. Case No. 09-11116) on April 20, 2009.  William E.
Steffes, Esq., at Steffes Vingiello & McKenzie LLC, in Baton
Rouge, Louisiana, served as the Debtor's counsel.  In its
petition, the Debtor estimated $0 to $50,000 in assets, and
$1 million to $10 million in debts.  The Debtor's plan of
reorganization was confirmed on Feb. 22, 2010.


HEALTHWAREHOUSE.COM INC: Investors Demand Shareholders' Meeting
---------------------------------------------------------------
A letter was sent to the Company on Feb. 25, 2013, on behalf of
Karen Singer and Lloyd I. Miller, III, notifying the Company that,
as a result of the Company's violation of various obligations
under the Financing Agreements, in particular the Company's
repeated and systematic failure to file required reports with the
SEC in a timely manner, the Reporting Persons and other
shareholders of the Company have been denied the information
relating to the Company's operations and performance required by
the SEC.  The Reporting Persons also strongly questioned the
Company's corporate governance policies and transparency and noted
that the Company's failure to hold an annual shareholders meeting
since 2007, in violation of Delaware law and the Company's
governing corporate documents, further evidences the chronic
failures of the Company and its management to observe good
corporate governance and to solicit votes of public shareholders
in the election of directors.

In the February 25 Letter, as a result of the Company's breaches
of its obligations under the Financing Agreements and its
systematic non-compliance with SEC reporting requirements and
governing corporate law, the Reporting Persons demanded that a
meeting of shareholders of the Company be promptly held for the
purpose of electing new directors to the Company's Board.  The
Reporting Persons informed the Company that they intend to
nominate a slate of directors to replace all (or a portion of) the
Company's Board at such meeting.

Karen Singer and Lloyd I. Miller disclosed that, as of Feb. 25,
2013, they beneficially own 2,176,015 shares of common stock of
HealthWarehouse.com, Inc., representing 12.9% of the shares
outstanding.  As of Feb. 1, 2013, the reporting persons reported
beneficial ownership of 2,174,117 common shares.

A copy of the regulatory filing is available for free at:

                       http://is.gd/bVK262

                    About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company's balance sheet at June 30, 2012, showed $2.24 million
in total assets, $6.82 million in total liabilities, $752,226 in
redeemable preferred stock, and a $5.33 million total
stockholders' deficiency.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stock holders.  As of
June 30, 2012 and December 31, 2011, the Company had negligible
cash and working capital deficiency of $5,724,914 and $2,404,464,
respectively.  For the six months ended June 30, 2012, cash flows
included net cash used in operating activities of $581,948, net
cash provided by investing activities of $138,241 and net cash
provided by financing activities of $443,846.  Additionally, all
of the Company's outstanding convertible notes payable mature at
the end of December 2012 and outstanding notes payable mature in
January 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HEALTHWAREHOUSE.COM INC: Eduardo Altamirano Resigns as CFO
----------------------------------------------------------
Eduardo Altamirano, HealthWarehouse.com, Inc.'s Chief Financial
Officer, Treasurer and Secretary, informed the Company that he was
resigning from all his positions at the company effective
April 15, 2013.

"After speaking with you at length in person and via email, I
would like to reiterate, that as the CFO, I do not think I have
been permitted to take the appropriate measures that were or are
necessary to solidify the Company's optimal financial position,
nor have I been allowed to exercise the full responsibilities
required as an officer of the Company," Mr. Altamirano wrote in
his resignation letter.

The Chairman of the Company's Audit Committee and each other non-
management member of the Company's Board of Directors spoke with
Mr. Altamirano about the reasons for his departure.  Following
these discussions, the Company's Board of Directors accepted Mr.
Altamirano's resignation.

The Company has begun a search for a new chief financial officer.

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company's balance sheet at June 30, 2012, showed $2.24 million
in total assets, $6.82 million in total liabilities, $752,226 in
redeemable preferred stock, and a $5.33 million total
stockholders' deficiency.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stock holders.  As of
June 30, 2012 and December 31, 2011, the Company had negligible
cash and working capital deficiency of $5,724,914 and $2,404,464,
respectively.  For the six months ended June 30, 2012, cash flows
included net cash used in operating activities of $581,948, net
cash provided by investing activities of $138,241 and net cash
provided by financing activities of $443,846.  Additionally, all
of the Company's outstanding convertible notes payable mature at
the end of December 2012 and outstanding notes payable mature in
January 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HOSTESS BRANDS: Grupo Bimbo Challenging Flowers' Bid
----------------------------------------------------
Rachel Feintzeig at Daily Bankruptcy Review reports Grupo Bimbo
SAB de CV is challenging a $30 million bid from one of its biggest
rivals for Hostess Brands Inc.'s Beefsteak rye brand.

Hostess Brands Inc. conducted an auction for most of its bread
business on Feb. 28 where the initial bid of $390 million will be
made by Flowers Foods Inc.

The bakery workers' union is not supporting the sale to Flowers,
saying the bidder "has not committed to preserving a single job."

                      About Hostess Brands

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

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

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

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

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

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

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

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

The first auction will take place Feb. 28 where the initial bid of
$390 million for most of the bread business will be made by
Flowers Foods Inc. March 13 will be the auction for the snack cake
business where the opening bid of $410 million cash will
come from affiliates of Apollo Global Management LLC and C. Dean
Metropoulos & Co.  The major sales will close out on March 15 with
an auction to learn if $56.35 million is the most to be earned
from selling some of the remaining bread businesses and the Drakes
cakes operation.


HUSTAD INVESTMENT: US Trustee Says No to One Counsel for 3 Debtors
------------------------------------------------------------------
Hustad Investment Corp. and its affiliates are asking the
Bankruptcy Court for approval to employ Michael L. Meyer and the
law firm of Ravich Meyer Kirkman McGrath Nauman & Tansey to
represent them in connection with all matters relating to their
chapter 11 cases.

The U.S. Trustee opposes the bid by the three debtors to hire
Ravich.

The U.S. Trustee points out that the declaration by Ravich
attorney Michael L. Meyer provides that there are substantial
intercompany obligations, and that the principal secured creditor
is common to each Debtor and holds a single mortgage secured by
separate but related properties owned by each of the Debtors.
According to the preliminary schedules filed with the court,
Hustad Real Estate Company owes HIC $3,897,990.  Hustad
Investments LP owes HRE $891,887 and further owes HIC $652,654.

The U.S. Trustee contends Ravich cannot represent more than one of
the three Debtors, given that they are creditors of each other.
"Once the representation of one debtor is undertaken, counsel
would have a conflict arising from representation of a related
entity with an adverse interest," the U.S. Trustee argues.

If the application is approved, Ravich will provide services on an
hourly charge basis, at these rates:

                               Hourly Rate
                               -----------
        Michael L. Meyer           $475
        Michael F. McGrath         $400
        Will Tansey                $320
        Michael Howard             $275

Paralegals will charge $150 per hour.

The Debtors paid the firm a $35,000 retainer, which the firm will
hold as security for payment for professional services and
disbursements.

The Debtors believe that Ravich is a "disinterested person" as
that term is defined in 11 U.S.C. Sec. 101(13).

                     About Hustad Investment

Hustad Investment Corp., Hustad Investments LP, and Hustad Real
Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead
Case No. 13-40789) in Minneapolis on Feb. 20, 2013.

The Debtors are engaged in the business of real estate investment.
The Debtors own, among others, a commercial development consisting
of 8 acres in Eden Prairie, Minnesota, called Bluff Country
Village, and a mixed-use development consisting of 110+/- acres in
Maple Grove, Minnesota.

The majority of Bluff Country Village is owned by HIC, but some of
that property is owned by HRE.  The Maple Grove Property is owned
by HILP.

Both Bluff Country Village and the Maple Grove Property are
subject to a first mortgage in favor of BMO Harris Bank, N.A.
securing a debt of approximately $12.4 million.  The Chapter 11
cases were filed on the eve of a sheriff's sale scheduled by BMO
in connection with foreclosure of its mortgage.

HILP estimated less than $50 million in assets and liabilities.
HRE estimated less than $10 million in assets and less than $50
million in liabilities.  HIC estimated less than $10 million in
assets and less than $50 million in liabilities.

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


HUSTAD INVESTMENT: Real Estate Counsel Not Disinterested, Says UST
------------------------------------------------------------------
Hustad Investment Corp. and its affiliates are asking the
Bankruptcy Court for approval to employ Jay F. Cook, Esq., and the
Law Offices of Jay F. Cook, P.L. to represent the Debtors in
connection with the Debtors' real estate matters.

The U.S. Trustee is opposing the hiring, arguing that Cook is not
disinterested by virtue of being a creditor in two of the three
Debtors' cases.  As a creditor, Cook holds an interest adverse to
the estate(s) and is therefore disqualified under 11 U.S.C. Sec.
327(a).  Hustad Investments, L.P, owes Cook approximately $30,800
for prepetition services while HIC owes Cook $11,000.

Like in its opposition to the hiring of lead counsel, the U.S.
Trustee says Cook cannot represent more than one of the three
debtors, given that they are creditors of each other.  According
to the preliminary schedules filed with the Court in the Chapter
11 cases, Hustad Real Estate Company owes HIC $3,897,990.  HILP
owes HRE $891,887 and further owes HIC $652,654.

If the Court approves the application, Jay Cook will charge the
Debtor at a rate of $375 per hour.

                     About Hustad Investment

Hustad Investment Corp., Hustad Investments LP, and Hustad Real
Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead
Case No. 13-40789) in Minneapolis on Feb. 20, 2013.

The Debtors are engaged in the business of real estate investment.
The Debtors own, among others, a commercial development consisting
of 8 acres in Eden Prairie, Minnesota, called Bluff Country
Village, and a mixed-use development consisting of 110+/- acres in
Maple Grove, Minnesota.

The majority of Bluff Country Village is owned by HIC, but some of
that property is owned by HRE.  The Maple Grove Property is owned
by HILP.

Both Bluff Country Village and the Maple Grove Property are
subject to a first mortgage in favor of BMO Harris Bank, N.A.
securing a debt of approximately $12.4 million.  The Chapter 11
cases were filed on the eve of a sheriff's sale scheduled by BMO
in connection with foreclosure of its mortgage.

HILP estimated less than $50 million in assets and liabilities.
HRE estimated less than $10 million in assets and less than $50
million in liabilities.  HIC estimated less than $10 million in
assets and less than $50 million in liabilities.

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


INSPIRATION BIOPHARMACEUTICALS: Has Until April 28 to File Plan
----------------------------------------------------------------
Inspiration Biopharmaceuticals, Inc., has exclusive right to file
a plan of reorganization until April 28, 2013, and exclusive right
to solicit acceptances of that plan until June 27, 2013, according
to an order signed by Judge William C. Hillman of the U.S.
Bankruptcy Court for the District of Massachusetts.

               About Inspiration Biopharmaceuticals

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

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

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

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

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


INTERPUBLIC GROUP: S&P Revises Outlook to Stable & Affirms BB+ CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York-based ad agency holding company Interpublic Group of Cos.
Inc. (IPG) to stable from positive.  Ratings on the company,
including the 'BB+' corporate credit rating, were affirmed.

The outlook revision reflects weak economic conditions in 2012
that, together with a major account loss in 2011, slowed the
company's progress toward a peer-level EBITDA margin.  IPG's
EBITDA margin stood at 11.9% for 2012, relatively flat from 2011.
Parameters for an upgrade continue to include an EBITDA margin of
more than 12%, fully adjusted leverage in the low-3x area,
consistent organic revenue growth in the 2%-3% range in 2013, and
steady net new business wins.  Visibility remains low, and
progress will depend on execution with new business wins and
increasing business from existing clients to compensate for a
major client loss in 2011. Global economic health remains an
important variable.

IPG's business risk profile is "satisfactory" based on the
company's broad business mix of traditional advertising and
marketing services and the increased client relationship
opportunities that the holding company structure provides compared
with stand-alone agencies.  Tempering factors include:

   -- IPG's lower EBITDA margin compared with industry peers;

   -- Ongoing competitive and client pressures on compensation;

   -- Recent management turnover at McCann; and

   -- Low advertising spending visibility.

S&P views IPG's financial risk profile as "significant" because of
its modestly higher adjusted leverage and markedly lower
discretionary cash flow generation compared with peers,
notwithstanding its strong liquidity.

IPG is the fourth largest ad agency holding company by revenue,
with a broad business mix across advertising and marketing
services disciplines and geographies.  The advertising industry is
cyclical, and subject to clients switching to competitors or
scaling back spending on short notice.  Other industry risks
include losing talent to competitors and the increased involvement
of cost-conscious procurement departments in clients' agency
selection decisions and fee negotiations, since the 2008 to 2009
recession.  Growth opportunities include expansion in emerging
markets--which still have relatively low advertising and marketing
spending compared with developed markets, and which (depending on
the market) largely consist of working with multinational--as
opposed to local--clients.  The stable rating outlook reflects
S&P's view that based on recent operating trends, headwinds from
client losses in 2011, and broad economic uncertainty entering
2013, upgrade potential could take longer to be realized than
S&P's previous expectations.

Still, S&P could raise the rating over the intermediate term if
indications of client spending in 2013 appear to strengthen,
demand in the U.S. and the U.K. pick up, and if the company makes
progress toward its goal of 2%-3% organic revenue growth through
new business wins and increased spending by existing clients.  S&P
believes such a scenario could enable the company to reduce fully
adjusted leverage to the low-3x area by year-end.  Alternatively
(although S&P currently regards this as unlikely), S&P could lower
the rating if organic revenue declines, leading to contracting
profitability, negative discretionary cash flow, and leverage
rising.


IOWORLDMEDIA INC: Z. McAdoo Discloses 12% Stake at Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Zachary McAdoo and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 29,045,950 shares
of common stock of ioWorldMedia, Incorporated, representing 12.8%
of the shares outstanding.  Mr. McAdoo previously reported
beneficial ownership of 27,661,125 common shares or a 12.3% equity
stake as of July 31, 2012.  A copy of the amended filing is
available for free at http://is.gd/DbxGzE

                         About ioWorldMedia

Tampa, Fla.-based ioWorldMedia, Incorporated, operates three
primary internet media subsidiaries: Radioio, ioBusinessMusic, and
RadioioLive.

As reported in the TCR on April 20, 2012, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Fla., expressed substantial doubt about
ioWorldMedia's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditor noted that the Company has suffered
recurring losses from operations and negative cash flows
from operations the past two years.

The Company's balance sheet at Sept. 30, 2012, showed $1.99
million in total assets, $1.49 million in total liabilities,
$5.77 million in total temporary equity, and a $5.26 million total
stockholders' deficit.


ISTAR FINANCIAL: Incurs $79.9 Million Net Loss in Fourth Quarter
----------------------------------------------------------------
iStar Financial Inc. reported a net loss of $79.94 million on
$93.71 million of total revenues for the three months ended
Dec. 31, 2012, as compared with a net loss of $28.91 million on
$104.73 million of total revenues for the same period during the
prior year.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $241.43 million on $400.72 million of total revenues, as
compared with a net loss of $25.69 million on $465.06 million of
total revenues during the preceding year.

The Company's balance sheet at Dec. 31, 2012, showed $6.15 billion
in total assets, $4.82 billion in total liabilities, $13.68
million in redeemable noncontrolling interests and $1.31 billion
in total equity.

"2012 was an important year for the Company as we strengthened the
balance sheet, bolstered liquidity and paved a debt maturity
runway until 2017, enabling us to begin ramping up new investment
activity in 2013," said Jay Sugarman, iStar's chairman and chief
executive officer.

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

                        http://is.gd/nu0WTS

                       About iStar Financial

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

                           *     *     *

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

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

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


JAYHAWK ENERGY: Reports $7,000 Net Income in Dec. 31 Quarter
------------------------------------------------------------
JayHawk Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $7,329 on $111,061 of total revenue for the three months ended
Dec. 31, 2012, as compared with net income of $45,466 on $169,256
of total revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.09 million
in total assets, $2.64 million in total liabilities and a $1.55
million total stockholders' deficit.

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

                       http://is.gd/z8TeqO

Coeur d'Alene, Idaho-based JayHawk Energy, Inc., is an early stage
oil and gas company.  The Company's immediate business plan is to
focus its efforts on further developing the as yet undeveloped
acreage in Southeast Kansas and to expand its oil production on
its Crosby (f/k/a Candak), North Dakota properties.

Following the financial results for the fiscal year ended
Sept. 30, 2012, DeCoria, Maichel and Teague, P.S., in Spokane,
Washington, expressed substantial doubt about JayHawk Energy's
ability to continue as a going concern, noting that the Company
has incurred substantial losses, has negative working capital and
has an accumulated deficit.

The Company reported a net loss of $4.3 million on $663,229 of
total revenue in fiscal 2012 as compared to a net loss of
$4.3 million on $363,122 of total revenue in fiscal 2011.


JOHN FORSYTH SHIRT COMPANY: Chapter 15 Case Summary
---------------------------------------------------
Chapter 15 Petitioner: Gary Cerrato

Chapter 15 Debtor: The John Forsyth Shirt Company Ltd.
                   6789 Airport Road
                   Mississauga, ON L4V1N
                   Canada

Chapter 15 Case No.: 13-10526

Affiliates that simultaneously filed for Chapter 15 petitions:

        Debtor                          Case No.
        ------                          --------
Forsyth Holdings, Inc.                  13-10527
Forsyth of Canada, Inc.                 13-10528

Type of Business: The Debtor is a company based in Canada that
                  manufactures apparel for both men and women.

Chapter 15 Petition Date: February 25, 2013

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

Judge: Shelley C. Chapman

Debtor's Counsel: Tracy L. Klestadt, Esq.
                  KLESTADT & WINTERS, LLP
                  570 Seventh Avenue, 17th Floor
                  New York, NY 10018
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  E-mail: tklestadt@klestadt.com

                         - and ?

                  Russell C. Silberglied, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 North King Street
                  Wilmington, De 19801
                  Tel: (302) 651-7700

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.


JUMP OIL: Wins OK for Wolff & Taylor as Accountants
---------------------------------------------------
Jump Oil Company, Inc., obtained approval from the Bankruptcy
Court to employ Wolff & Taylor as accountants for the limited
purposes of conducting an internal audit and preparing the
Debtor's 2012 tax returns.

Wolff & Taylor will receive compensation at its standard billing
rates of $300 per hour for Richard E. Wolff, CPA, $225 per hour
for Larry E. Wolff, CPA and $175 for Jon Meyer, CPA, for its
services rendered and expenses incurred on behalf of the Debtor,
in accordance with the provisions of Sections 328 and 330 of the
Bankruptcy Code.

                      About Jump Oil Company

Jump Oil Company owns 42 parcels of real property throughout the
state of Missouri, on which gas and service stations are operated
by various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.

The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC
as financial consultants; Matrix Private Equities, Inc. as
financial advisor; Mariea Sigmund & Browning, LLC as special
counsel; and Wolff & Taylor, PC as accountants.

The Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station is owed $17.9 million secured by a perfected security
interest and liens 37 of the gas stations.  CRE Venture 2011-1,
LLC is owed $716,000 allegedly secured by three of the Debtor's
sites.  Lindell Bank is owed $347,000 allegedly secured by
interest in two of the Debtor's sites.  The formal schedules of
assets and liabilities are due Feb. 28, 2013.


KINBASHA GAMING: Reports $7.3MM Net Income in Dec. 31 Quarter
-------------------------------------------------------------
Kinbasha Gaming International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income attributable to common shareholders of
$7.27 million on $23.67 million of net revenues for the three
months ended Dec. 31, 2012, as compared with net income
attributable to common shareholders of $1.39 million on $26.88
million of net revenues for the same period during the prior year.

For the nine months ended Dec. 31, 2012, the Company reported net
income attributable to common shareholders of $4.94 million on
$72.92 million of net revenues, as compared with a net loss
attributable to common shareholders of $8.66 million on $68.55
million of net revenues for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $137.85
million in total assets, $178.17 million in total liabilities and
a $40.31 million total shareholders' deficit.

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

                        http://is.gd/jP5qhG

                       About Kinbasha Gaming

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

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

For the six months ended Sept. 30, 2012, the Company had a net
loss of $2.3 million on $49.3 million of net revenues, compared
with a net loss of $10.0 million on $41.7 million of net revenues
for the six months ended Sept. 30, 2011.

                       Going Concern Doubt

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


KINDER MORGAN: Moody's Revises Ratings Outlook to Stable
--------------------------------------------------------
Moody's Investors Service changed the outlook for Kinder Morgan
Inc. and its subsidiaries to stable from negative. Moody's changed
the outlook for El Paso Pipeline Partners Operating Company to
positive from stable and also changed the outlooks for EPBO's two
large interstate pipelines, Colorado Interstate Gas and Southern
Natural Gas, to positive. These actions were taken to reflect the
improving leverage position at KMI and the reduced risk that EPBO
will need to provide credit support to KMI.

A complete list of Moody's rating actions for KMI and its
affiliates is as follows:

Changed outlook to stable from negative:

Kinder Morgan, Inc. (KMI)

Corporate Family Rating of Ba2 affirmed

Probability of Default Rating of Ba2 -- PD affirmed

Kinder Morgan Kansas Inc.

Senior secured credit facility rating of Ba2 affirmed

Senior secured debt rating of Ba2 affirmed

Junior subordinated rating of B1 affirmed

Kinder Morgan Finance Company

Backed senior secured rating of Ba2 affirmed

Kinder Morgan G.P.

Cumulative preferred stock rating of Ba2 affirmed

KN Capital Trust I

Backed preferred stock rating of B1 affirmed

KN Capital Trust III

Backed preferred stock rating of B1 affirmed

El Paso Holdco LLC

Senior secured debt rating of Ba2 affirmed

Convertible subordinated debentures rating of B1 affirmed

El Paso Energy Capital Trust I

Backed preferred stock rating of B1 affirmed

El Paso CGP

Backed senior secured rating of Ba2 affirmed

Sonat Inc.

Backed senior secured rating of Ba2 affirmed

Changed outlook to positive from stable:

El Paso Pipeline Partners Operating (EPBO)

Corporate Family Rating of Ba1 affirmed

Probability of Default Rating of Ba1 -- PD affirmed

Backed senior unsecured rating of Ba1 affirmed

Backed senior unsecured shelf rating of (P) Ba1 affirmed

Colorado Interstate Gas (CIG)

Senior unsecured rating of Baa3 affirmed

Southern Natural Gas (SNG)

Senior unsecured rating of Baa3 affirmed

"Moody's revised its rating outlook for Kinder Morgan Inc. to
stable reflecting our expectations that leverage will fall in the
next few months as additional assets are sold to KMP and EPBO,"
said Stuart Miller, Moody's Vice President and Senior Credit
Officer. "As leverage falls at KMI, the indirect credit support
provided by its subsidiaries will decline, removing a constraint
on EPBO's debt rating. For this reason, the rating outlook for
EPBO and its subsidiaries has been changed to positive."

Ratings Rationale:

KMI's portfolio of infrastructure assets generates a relatively
stable source of cash flow that is used to fund distributions to
El Paso Pipeline Partners Operating Company (EPBO) and Kinder
Morgan Energy Partners (KMP) unitholders, as well as to KMI
shareholders. The cash flow, supplemented by the issuance of debt
and equity, is also used to fund the company's rapid expansion.
KMI's Ba2 Corporate Family Rating (CFR) reflects its superior
scale, tempered by an aggressive financial policy as evidenced by
its high leverage. At December 31, 2012, KMI's leverage was
estimated to be 6.6x. This figure includes the company's
proportionate share of distributions and debt from its two master
limited partnerships (MLPs) and its other non-wholly owned
subsidiaries. Over time, Moody's projects KMI's leverage to fall
to below 5.0x as assets are sold by KMI to KMP and EPBO. These
asset "drop-downs" are expected to be financed through the
issuance of debt and equity by the MLPs. Equity issuance is
expected to be sized in an amount to maintain the leverage at both
MLPs in a range between 4.0x and 4.5x. At the end of December 2012
using the fourth quarter's run rate EBITDA, the leverage for KMP
was estimated to be 4.3x and EPBO was estimated to be under 4.0x.
KMI's rating also incorporates the higher earnings volatility and
capital intensity associated with KMP's oil, gas, and CO2
production business.

KMI's rating is influenced by the leverage of its two MLPs. Should
the leverage increase at the MLPs, it could limit the amount of
support either could provide to the debt that is at the KMI level.
Similarly, the leverage at KMI influences the ratings at the MLPs
as higher debt levels could provide an impetus to accelerate
distributions out of the MLPs. Any distributions from the MLPs
must be shared with public unit holders which represents "leakage"
out of the Kinder family of companies. KMI's rating is three
notches below KMP's rating and one notch below EPBO's rating to
reflect its structural subordination to the significant amount of
debt at KMP and EPBO and its reliance on equity distributions from
KMP and EPBO. The rationale behind the different notching is
related to Moody's view of the strategic importance of KMP versus
EPBO to KMI. KMP is the primary growth vehicle for KMI, so Moody's
believes there is greater risk that EPBO could be used on a
disproportionate basis to support KMI's highly leveraged balance
sheet.

The outlook for the unsecured debt ratings of Colorado Interstate
Gas and Southern Natural Gas were changed to positive in parallel
with the positive outlook for EPBO's rating. These pipeline
companies are conservatively capitalized and benefit from the very
stable cash flow generated from their long-haul, FERC regulated
assets. On a stand-alone basis, CIG and SNG have strong Baa credit
profiles. However, their ratings have been constrained by the
rating of EPBO which in turn has been influenced by the indirect
credit support provided to KMI. As KMI de-levers, it provides the
opportunity to look at the ratings of CIG and SNG with a lower
credit support burden.

KMI's liquidity is considered to be adequate (Speculative Grade
Liquidity rating of SGL-3). KMI relies heavily on distributions
from KMP and EPBO to service its debt and to pay dividends to its
shareholders. For day to day liquidity, KMI's primary source of
liquidity is its $1.75 billion bank credit facility that matures
in December 2014. Usage at December 31, 2012 was approximately
$1.1 billion leaving over $650 million of availability. Moody's
does not expect the maintenance financial covenants in the credit
facility to limit KMI's ability to access its credit facility,
although the need for a covenant waiver in 2013 cannot be totally
ruled out. Because this facility is secured by essentially all of
KMI's assets, secondary liquidity is limited.

EPBO's SGL-2 liquidity rating reflects Moody's expectation that
EPBO will have sufficient liquidity over the next twelve months to
cover its maintenance capital spending, interest expense,
distributions, and working capital needs using internally
generated cash flow and through its access to the El Paso Pipeline
Partners, L.P. (EPB) revolving credit facility. Any significant
growth capital expenditures at EPBO would need to be financed
externally, while any acquisitions of assets from KMI would be
expected to be financed by the issuance of new debt and equity in
the capital markets, but the drop down would only occur if these
markets are available. EPB's $1 billion senior unsecured revolving
credit facility had minimal usage at December 31, 2012 and expires
in 2016. The partnership is in compliance with the maintenance
covenants of the revolving credit facility by a margin that would
permit full usage of the credit facility without the addition of
any incremental EBITDA. Alternate liquidity is limited as EPBO's
assets are limited to stock positions in its operating
subsidiaries. The stock of these operating subsidiaries is not
publicly traded. The credit facility limits EPB and EPBO asset
dispositions to an amount that represents less than 10% of
consolidated tangible assets.

The stable outlook for KMI reflects the company's plan to reduce
leverage by the end of 2014, primarily through asset sales to KMP
and EPBO. A rating upgrade for KMI is unlikely until its leverage
is stabilized below 5.0x and only if KMP's and EPBO's leverage is
below 4.5x. However, KMI's rating could be downgraded if leverage
remains over 6.0x without a realistic plan, and continuing
progress, to reduce leverage below 5.0x. A downgrade could also be
triggered if KMP's or EPBO's leverage increases and approaches
5.0x.

The outlook for EPBO is positive. EPBO's ratings are constrained
by the rating of KMI. If KMI's leverage is reduced to less than
6.0x and EPBO's leverage is less than 4.5x, EPBO's rating could be
considered for an upgrade. The reduction of KMI's leverage to this
level is not expected before KMI's interest in Citrus and/or Ruby
Pipeline are dropped down to either KMP or EPBO. Moody's does not
project either of these assets to be dropped down in 2013. EPBO
could be downgraded if EPBO's leverage approaches 5.0x or if
growth in distributions becomes more aggressive putting additional
pressure on EPBO's cash flow and liquidity.

The principal methodology used in this rating was the Global
Midstream Industry Methodology published in December 2010 and the
Natural Gas Pipelines Industry Methodology published in November
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.

Kinder Morgan, Inc. is one of the largest midstream companies in
the US. The company operates product pipelines, natural gas
pipelines, liquids and bulk terminals, and CO2, oil, and natural
gas production and transportation assets. The company is
headquartered in Houston, Texas. Kinder Morgan Inc. owns the
general partner of Kinder Morgan Energy Partners L.P. and El Paso
Pipeline Partners Operating Company.


LCI HOLDING: Patient Care Ombudsman Retains Greenberg Traurig
-------------------------------------------------------------
Suzanne Koenig, the patient care ombudsman appointed in the
Chapter 11 cases of LCI Holding Company, Inc., et al., asks the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Greenberg Traurig as her counsel.

The hourly rates of Greenberg Traurig's pesonnel are:

         Shareholders               $350 - $1,100
         Of Counsel                 $230 - $1,010
         Associates                 $120 -   $720
         Legal Assistants            $50 -   $320

The hourly rates of principal attorneys and paralegals proposed to
represent the ombudsman are:

         Nancy Peterman, shareholder    $850
         Dennis Meloro, associate       $570
         Elizabeth Thomas, paralegal    $260
         Carla Greenberg, paralegal     $150

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

                          About LifeCare

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

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

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

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

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

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


LEHMAN BROTHERS: Seeks Unclaimed Funds Left in Failed CDO
---------------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports Lehman
Brothers Holdings Inc.'s still-breathing derivatives unit is
sparring with investors over hundreds of millions of dollars tied
up in complex derivatives deals that were terminated when the
investment bank filed for bankruptcy.

                       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.


LEVEL 3: Incurs $422 Million Net Loss in 2012
---------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $422 million on $6.37 billion of revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $756 million
on $4.33 billion of revenue during the prior year.  The Company
incurred a $622 net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $13.30
billion in total assets, $12.13 billion in total liabilities and
$1.17 billion in total stockholders' equity.

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

                        http://is.gd/2WTJZT

                   About Level 3 Communications

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

                           *     *     *

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

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

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


LHC LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LHC, LLC
        801 Wesemann Drive
        Dundee, IL 60118

Bankruptcy Case No.: 13-07001

Chapter 11 Petition Date: February 25, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

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

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

The petition was signed by Peter A. Buh, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Greenberg Traurig                  --                      $91,957
77 W. Wacker Drive, Suite 2500
Chicago, IL 60601

ComEd Payment Processing           --                       $7,067
P.O. Box 6111
Carol Stream, IL 60197-6111

Interstate Gas Supply, Inc.        --                       $4,258
2560 Momentum Place
Chicago, IL 60689-5325

Green Scene                        --                       $4,167

RMC, Inc.                          --                       $2,412

AQ Technologies, Inc.              --                       $1,636

Oaklee's Family Guide              --                       $1,395

AT&T                               --                         $564

Wristbands Medtech USA, Inc.       --                         $452

Muzak                              --                         $429

Huntley Park District              --                         $400

Country Gas Company                --                         $388

Anderson Lock                      --                         $324

Laurx Design                       --                         $290

Logsdon Office Supply              --                         $159

Dessertfull Bakery                 --                         $113

Cintas Corp #355                   --                         $107

Lechner and Sons                   --                         $100

Jorson & Carlson                   --                          $72

Floyd Perkins, Esq.                --                      Unknown


LIBERTY HARBOR: Bridge Order Extends Plan Filing Until March 7
--------------------------------------------------------------
Judge Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey entered a bridge order extending Liberty
Harbor Holding, LLC, et al.'s exclusive period for filing a Plan
of Reorganization until March 7, 2013, and exclusive period in
which to obtain confirmation of a Plan of Reorganization until
May 6.

                       About Liberty Harbor

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

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

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

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

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


LIGHTSQUARED INC: Gets Court Nod to Settle SprintCom Claims
-----------------------------------------------------------
LightSquared Inc. obtained approval from the U.S. Bankruptcy Court
for the Southern District of New York to settle the claims of
SprintCom Inc. and Sprint Nextel.

The claims stemmed from a master services agreement signed by the
companies in 2011.  Sprint Nextel asserts a claim for services it
provided to LightSquared while SprintCom asserts claims against
the company and its main operating subsidiary, LightSquared LP,
for the termination of the agreement.

Under the deal, both sides agreed that the appropriate allocation
of the remaining advance payment under the MSA requires a payment
of $1,011,371 to LightSquared's subsidiary.  Meanwhile, SprintCom
will retain an amount equal to $2,726,233 in return for the
withdrawal of the claims.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Court Extends Time to Assume or Reject BDC Lease
------------------------------------------------------------------
U.S. Bankruptcy Judge Shelley Chapman extended the deadline for
LightSquared LP to assume or reject a lease with BDC Parkridge LLC
to the earlier of December 31, 2013, or the date upon which a
Chapter 11 plan is confirmed in its bankruptcy case.

LightSquared entered into the contract to lease an office space
located at 10800-10802 Parkridge Boulevard, in Reston, Virginia.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


MF GLOBAL: Seeks to Subordinate, Reclassify 2 Equity Claims
-----------------------------------------------------------
Louis Freeh, the trustee of MF Global Holdings Ltd., asks the
U.S. Bankruptcy Court for the Southern District of New York to
issue an order subordinating and reclassifying two claims as Class
9A Common Interests under the company's proposed liquidation plan.

The claims, assigned as Claim Nos. 896 and 1331, were filed by
Cadian Capital Management LLC and New York-based law firm Cole,
Schotz, Meisel, Forman & Leonard PA, which represents The Queen in
Right of Alberta.

                         About MF Global

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

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

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

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

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

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


MARSHALL MEDICAL: Fitch Cuts Rating on Revenue Bonds to 'BB+'
-------------------------------------------------------------
Fitch Ratings has downgraded the underlying rating to 'BB+' from
'BBB-' on the following revenue bonds issued on behalf of Marshall
Medical Center, California, as follows:

-- $29,650,000 California Health Facilities Financing Authority
    insured hospital revenue bonds (Marshall Medical) 2004 series
    A, (insured by Cal Mortgage, whose Insurer Financial Strength
    [IFS] is rated 'A-' by Fitch); and

-- $20,000,000 California Health Facilities Financing Authority
    insured hospital revenue bonds (Marshall Medical) 2004 series
    B, (insured by Ambac, which is not rated by Fitch);

The Rating Outlook is Stable.

SECURITY
Gross revenue pledge of the obligated group and a deed of trust.

KEY RATING DRIVERS

PRECIPITOUS DROP IN LIQUIDITY: The rating downgrade is driven by
MMC's eroded balance sheet, which exhibits liquidity metrics that
are incongruent with an investment grade rating. As of January 31,
2013, MMC had $25 million in unrestricted cash and investments, or
48.3 days cash on hand and 33.9% cash to debt, compared to Fitch's
respective 'BBB' category medians of 138.9 days and 82.7%. The
sharp erosion resulted from large and unexpected cash spending to
complete MMC's much delayed patient expansion wing. Fitch expects
MMC to begin replenishing the balance sheet in fiscal 2013 though
a material improvement is not expected.

PRESSURED OPERATING ENVIRONMENT: Fiscal 2012 operations were
hampered by declining inpatient volumes, along with increased
operating expenses related to the opening of the new expansion
project. Management is implementing a $2.5 million labor and
supply expense reduction initiative, including a reduction in
force.

PROVIDER FEE BUTTRESSES PROFITABILITY: MMC reported an operating
income of $4.2 million for FY 2012 (draft audit; Oct. 31 year
end), or an adequate 2% operating margin down from 4.6% in the
prior year, but is still in line with Fitch's 1.9% median for the
'BBB' category. Fitch notes that excluding the $12.8 million in
net California provider fee benefit, MMC would have recorded a
sizable operating loss of $8.6 million or a negative 4.7%
operating margin. Management has budgeted for a $6.6 million in
operating income for FY 2013, or a 3.1% operating margin for FY
2013, which includes expected receipt of $8.6 million in net
provider fee benefit but excludes the aforementioned $2.5 million
in ongoing cost control initiatives. On balance, this equates to a
break-even FY 2013 absent any provider fee funds, which Fitch
views favorably.

SIZEABLE PROJECT FINALLY COMPLETE: In January 2013, and two years
behind schedule, MMC opened its new three-story expansion wing
which houses its new emergency department, a 16-bed obstetrics
center, and shelled space for future ICU and laboratory expansion.
MMC's five-year capital budget (2013-2017) is still fairly robust
and totals $65.6 million, however $51.7 million is categorized as
discretionary projects and management stated that the capital
spending will be dependent on available funding sources.

RATING SENSITIVITIES

IMPROVING CORE PROFITABILITY AND CASH FLOW GENERATION: Fitch
expects MMC to realize the full benefits of its cost control
initiatives and achieve break-even profitability, excluding
provider fee benefits. Additionally, Fitch expects MMC to resume
stronger cash flow generation to support its capital plan and
rebuild its balance sheet. The failure to accomplish either of
these objectives could result in negative rating pressure.

FURTHER EROSION IN LIQUIDITY: MMC was almost in violation of its
liquidity covenant in the first quarter of fiscal 2013 (tested
quarterly). Potential other demands on liquidity include pension
funding contributions, which are expected to total $10 million in
fiscal 2013. A further drop in liquidity will result in downward
rating pressure.

CREDIT PROFILE

Marshall Medical Center is located in Placerville, California, and
operates a 105 licensed-bed general acute-care community hospital
and several clinics. In fiscal 2012 (Oct. 31 year-end), MMC
reported $208.1 million in total operating revenue.

Eroded Balance Sheet
The rating downgrade to 'BB+' from 'BBB-' is driven by an eroded
balance sheet and thin liquidity metrics that are inconsistent
with an investment grade rating. Unrestricted cash and investments
dropped from $44.3 million at fiscal year end fiscal 2011 to $30
million at fiscal year end 2012 and was $25 million at Jan. 31,
2013. The drop in cash has been due to large and unexpected cash
spending to complete MMC's recently completed new wing project
($15.2 million), and a $10 million pension contribution in fiscal
2012. MMC has a liquidity covenant of 45 days that is tested
quarterly, which was barely met for the first quarter 2013. Fitch
expects liquidity to incrementally improve going forward as
management intends to improve operations and rebuild the balance
sheet.

Pressured Profitability

Operations were challenged by a sharp drop in inpatient volumes
over the last six months of FY 2012 and through the interim
period, which management attributes to an area-wide decline in
utilization. Coupled with increased operating expenses related to
the opening of the new expansion wing, profitability fell in FY
2012 as MMC reported $4.2 million in operating income, down from
$9.6 million in the prior.

While the 2% FY 2012 operating margin is in line with Fitch's
'BBB' median of 1.9%, Fitch is concerned that profitability was
entirely aided by the receipt of $12.8 million in net California
provider fee benefit. Absent these funds, MMC would have recorded
an operating loss of $8.6 million or a negative 4.7% operating
margin.

In response to the pressured core profitability, MMC is
implementing labor and supply cost control initiatives, including
a reduction in force, that are expected to yield $2.5 million in
savings. Management has budgeted for $6.6 million in operating
income for FY 2013, which includes $8.6 million in net California
provider fee benefit, but excludes the impact of the cost control
measures. Fitch expects MMC to maintain cost control vigilance and
achieve near-break-even profitability, excluding the provider fee
funds.

Future Capital Needs

In January, 2013, and after a two year delay, MMC opened its new
hospital expansion wing, which houses a new ED, a 16-bed
obstetrics center, and shelled space for future ICU and laboratory
expansion. The $59 million project was funded primarily by bond
proceeds ($25.6 million) and cash spending ($27.6 million). MMC
will make the final $2.6 million in cash disbursements on this
project through April, 2013. This project was over budget and
MMC's equity contribution was greater than Fitch's initial
expectations. Further erosion in balance sheet metrics will result
in negative rating pressure.

MMC's five-year capital plan is still robust at $65.6 million,
which includes $51.7 million in discretionary capital projects and
$13.9 million in routine maintenance needs. The discretionary
capital projects include the build out of the aforementioned
shelled space, however, these plans are dependent on MMC's ability
to shore up core profitability and resume stronger cash flow
generation. If MMC undertakes its projected capital plan without
an improvement in cash flow, negative rating pressure is likely.

Long-Term Debt
In September 2012, MMC issued $19.7 million in 2012 series A
insured hospital revenue refunding bonds (not rated by Fitch) to
advance refund $21.1 million in outstanding 1993 series A and 1998
series A insured revenue bonds.

As of Oct. 31, 2012, Marshall had $72.5 million in long-term debt,
including $69.3 million in revenue bonds outstanding, and $3.2
million in capital leases and notes payable. The bonds are in
fixed-rate mode, except for the series 2004B bonds, which are in
auction-rate mode. Maximum annual debt service of $5.6 million
accounts for a moderate 2.7% of total revenue and coverage by FY
2012 EBITDA is good for its rating level at 2.3 times (x).

Stable Outlook
The Stable Outlook reflects Fitch's expectation that MMC will
succeed in its cost control initiatives and achieve break-even
profitability without reliance on provider fee funds.
Additionally, Fitch expects MMC to resume stronger cash flow
generation in support of its capital needs and steadily rebuild
the balance sheet. Further erosion to the balance sheet or failure
to improve core operating profitability would likely result in
negative rating pressure.

Disclosure

Marshall Medical Center covenants to provide annual and quarterly
disclosure through the Municipal Rule Making Board's EMMA system.


MERITAGE HOMES: Fitch Rates $150MM Senior Unsecured Notes 'BB-'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR3' rating to Meritage Homes
Corporation's (NYSE: MTH) proposed offering of $150 million
principal amount of senior unsecured notes due 2018. This issue
will be rated on a pari passu basis with all other senior
unsecured debt. Net proceeds from the notes offering will be used
to repurchase or redeem all of the company's existing 7.731%
senior subordinated notes due 2017, pay related premiums, fees and
expenses and for general corporate purposes.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings and Outlook for MTH are influenced by the company's
execution of its business model, conservative land policies,
geographic and product line diversity, acquisitive orientation,
healthy liquidity position and the improving industry outlook for
2013 and 2014.

MTH's sales are reasonably dispersed among its 15 metropolitan
markets within seven states. The company ranks among the top 10
builders in such markets as Houston, Dallas/Fort Worth, San
Antonio and Austin, TX; Orlando and Tampa, FL; Phoenix, AZ;
Riverside/San Bernardino, CA; Denver, CO; and Sacramento, CA. The
company also builds in the East Bay/Central Valley, CA; Las Vegas,
NV; Inland Empire, CA; Tucson, AZ; and Raleigh-Durham, NC. MTH
also announced its entry into the Charlotte, North Carolina market
last year and reported its first orders in that market during the
fourth quarter of 2012. Currently, about 65% -70% of MTH's home
deliveries are to first- and second-time trade-up buyers, 30% -
35% to entry-level buyers, less than 5% are to luxury and active
adult (retiree) homebuyers.

IMPROVING HOUSING MARKET

Fitch's housing forecasts for 2013 assume a modest rise off a very
low bottom. In a slowly growing economy with somewhat diminished
distressed home sales competition, less competitive rental cost
alternatives, and new and existing home inventories at
historically low levels, 2013 total housing starts should improve
about 18.6% to 925,000, while new home sales increase
approximately 22% and existing home sales grow 7.7%.
However, as Fitch has noted in the past, recovery will likely
occur in fits and starts.

Challenges (although somewhat muted) remain, including continued
relatively high levels of delinquencies, potential of short-term
acceleration in foreclosures, and consequent meaningful distressed
sales, and restrictive credit qualification standards.

LAND STRATEGY

MTH employs conservative land and construction strategies. The
company typically options or purchases land only after necessary
entitlements have been obtained so that development or
construction may begin as market conditions dictate.

Under normal circumstances MTH extensively uses lot options, and
that is expected to be the future strategy in markets where it is
able to do so. The use of non-specific performance rolling options
gives the company the ability to renegotiate price/terms or void
the option, which limits downside risk in market downturns and
provides the opportunity to hold land with minimal investment.

However, as of Dec. 31, 2012, only 16% of MTH's lots were
controlled through options - a much lower than typical percentage
due to considerable option abandonments and write-offs in recent
years. Additionally, there are currently fewer opportunities to
option lots and, in certain cases, the returns for purchasing lots
outright are far better than optioning lots from third parties.

Total lots controlled, including those optioned, were 20,817 at
Dec. 31, 2012. This represents a 4.9-year supply of total lots
controlled based on trailing 12-months deliveries. On the same
basis, MTH's owned lots represent a supply of 4.1 years.

LIQUIDITY

MTH successfully managed its balance sheet during the severe
housing downturn, allowing the company to accumulate cash and pay
down its debt as it pared down inventory. The company had
unrestricted cash of $170.5 million and investments and securities
of $86.1 million at Dec. 31, 2012. The company's debt totaled
$722.8 million at the end of the year. On a proforma basis
assuming that the company redeems its $100 million of senior
subordinated notes due 2017, MTH will have no major debt
maturities until 2018, when its proposed offering of $150 million
senior notes become due.

In July 2012, the company entered into a new $125 million
unsecured revolving credit facility due 2015. There were no
oustandings under the revolver at the end of 2012.

MTH generated negative cash flow from operations during the past
two years as the company started to rebuild its land position. The
company had negative cash flow of $220.5 million during 2012 after
spending $480 million on land and development during the year.
Fitch expects the company to moderately increase its land and
development spending during 2013, resulting in negative cash flow
of about $150 million-$200 million this year.

Fitch is comfortable with this strategy given the company's
liquidity position and debt maturity schedule. Fitch expects MTH
over the next few years will maintain liquidity (consisting of
cash and investments and the revolving credit facility) of at
least $200 million - $250 million, a level which Fitch believes is
appropriate given the challenges still facing the industry.

RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as

-- Trends in land and development spending;
-- General inventory levels;
-- Speculative inventory activity (including the impact of high
    cancellation rates on such activity);
-- Gross and net new order activity;
-- Debt levels;
-- Free cash flow trends and uses; and
-- MTH's cash position.

Positive rating actions may be considered if the recovery in
housing is better than Fitch's current outlook and shows
durability; MTH shows sustained improvement in credit metrics
(such as homebuilding debt to EBITDA consistently below 5x); and
the company continues to maintain a healthy liquidity position
(above $250 million).

A negative rating action could be triggered if the industry
recovery dissipates; 2013 revenues drop high-single digits while
the pretax loss is significantly higher than 2011 levels; and
MTH's liquidity position falls sharply, perhaps below $200 million
as the company maintains an overly aggressive land and development
spending program.

Fitch currently rates MTH as follows with a Stable Outlook:

-- Long-term Issuer Default Rating (IDR) 'B+';
-- Senior unsecured debt 'BB-/RR3';
-- Senior subordinated debt 'B-/RR6'.

The Recovery Rating (RR) of 'RR3' on the company's senior
unsecured debt indicates good recovery prospects for holders of
these debt issues. MTH's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debtholders. The 'RR6' on MTH's senior
subordinated debt indicates poor recovery prospects in a default
scenario. Fitch applied a liquidation value analysis for these
RRs.


MERITAGE HOMES: Moody's Rates Proposed US$150MM Senior Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Meritage Homes
Corporation's proposed $150 million senior unsecured notes due
2018. In the same rating action, Moody's affirmed the company's B1
corporate family rating, B1-PD probability of default rating, B1
rating on the existing senior unsecured notes due 2020 and 2022
and convertible senior notes due 2032, (P)B1 rating on the senior
unsecured shelf, and SGL-2 speculative grade liquidity rating. The
rating outlook is stable.

The following rating actions were taken:

  Proposed $150 million senior unsecured notes due 2018, assigned
  B1, LGD4 - 53%;

  Corporate family rating, affirmed at B1;

  Probability of default rating, affirmed at B1-PD;

  $196 million 7.15% senior unsecured notes due 2020, affirmed at
  B1, LGD4 - 53%;

  $300 million 7.0% senior unsecured notes due 2022, affirmed at
  B1, LGD4 - 53%;

  $127 million 1.875% convertible senior unsecured notes due
  2032, affirmed at B1, LGD4 - 53%;

  Senior unsecured shelf rating, affirmed at (P)B1;

  Speculative grade liquidity rating, affirmed at SGL-2;

The rating outlook is stable.

Ratings Rationale:

The proposed $150 million senior unsecured notes will be
guaranteed by all of Meritage's wholly owned subsidiaries, as are
the existing senior unsecured notes and convertible senior notes.
The proceeds from the note offering will be used to retire the
entire amount of outstanding 7.731% senior subordinated notes due
2017 (approximately $100 million; unrated by Moody's), and the
rest of the proceeds will be used for general corporate purposes.
As a result of this transaction, the company's adjusted
homebuilding debt to capitalization ratio is expected to increase
slightly to 54% from 52.4% at December 31, 2012. Meritage's debt
leverage had declined from 56.2% in Q3 2012 as a result of the $73
million deferred tax valuation allowance reversal that benefited
equity.

The B1 corporate family rating reflects the relative stability of
Meritage's operating performance over the last several years,
moderate homebuilding debt-to-capitalization ratio, healthy gross
margins, profitability on a net income basis, (the company resumed
generating net income in Q2 2012 and was profitable for three
consecutive quarters), modest land supply, and healthy cash
position. Additionally, Moody's ratings incorporate the industry's
positive momentum which Moody's expects to translate into improved
credit metrics for Meritage in 2013.

Despite the favorable industry conditions, Moody's recognizes that
it will take time for some of the company's traditional
homebuilding metrics, including interest coverage and returns, to
return to levels consistent with the B1 rating. Moody's expects
cash flow from operations to continue to be negative and cash
balances to decline as the company invests in land and land
development over the next 12 to 18 months. The rating also
reflects Meritage's reliance on its Texas operations, which
accounted for 33% of revenues in FY 2012, although Moody's
recognizes that this exposure has been reduced from 46% of
revenues in FY 2011.

The SGL assessment takes into account internal and external
sources of liquidity, covenant compliance, and alternate sources
of liquidity. Meritage's SGL-2 rating indicates a good liquidity
profile, supported by a $257 million cash balance at December 31,
2012, full availability under its $125 million revolving credit
facility, and by the lack of near term debt maturities. However,
liquidity is constrained by the expected negative cash flow
generation, lack of any significant sources of alternate
liquidity, and by the need to comply with financial covenants in
the credit facility agreement.

The stable outlook reflects Meritage's steady financial
performance and Moody's view that the company will continue to
generate improved results over the next year, as demand and
pricing continue to strengthen. The outlook also incorporates
Moody's view that an improving operating environment combined with
expected capital structure discipline should allow the company's
debt leverage to decline.

The ratings would be considered for an upgrade if Meritage's
homebuilding debt-to-capitalization ratio declined and was
maintained below 50% and if the company expands its profitability
on a net income basis, while maintaining solid liquidity.

The ratings could be lowered if the company jeopardized its
liquidity position by engaging in large land purchases or
substantial share buy-backs, if gross margins or earnings
deteriorate substantially, or if the adjusted homebuilding debt-
to-capitalization ratio rises above 60%.

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

Meritage Homes Corporation is the ninth largest homebuilder in the
U.S., primarily building single-family and attached homes in 15
metropolitan areas in Arizona, Texas, California, Nevada,
Colorado, Florida and North Carolina. Formerly known as Meritage
Corporation, the company was founded in 1985 and is headquartered
in Scottsdale, Arizona. Total revenues and consolidated net income
in fiscal 2012 ended December 31, 2012, were approximately $1.2
billion and $105 million, respectively.


MERITAGE HOMES: S&P Assigns 'B+' Rating to $150MM Notes Due 2018
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '3' recovery rating to Meritage Homes Corp.'s proposed
offering of $150 million of unsecured senior notes due 2018.
S&P's '3' recovery rating indicates its expectation for meaningful
(50%-70%) recovery prospects in the event of a payment default.
The outlook is stable.

The company plans to use the net proceeds from the offering to
repurchase or redeem the $99.8 million in 7.731% senior
subordinated notes due 2017 to pay transaction related fees and
expenses and will use the remainder for general corporate
purposes.

The company is the issuer of the proposed five-year senior notes,
which will be unsecured senior obligations.  The notes will be
fully and unconditionally guaranteed by all wholly owned
subsidiaries on a joint and several basis.

"Our ratings on Scottsdale, Ariz.-based Meritage Homes Corp.
reflect the homebuilder's "aggressive" financial risk profile as
evidenced by EBITDA-based credit metrics that have improved over
the past year but remain weak for the current rating.  We do,
however, expect these metrics to continue improving as a
recovering housing market supports better absorption and overall
volume.  We also note that the company continues to maintain an
adequate liquidity position to support 2013 capital needs.  We
consider the company's business risk profile as "weak" given
Meritage's comparatively small and geographically concentrated
platform, though we note this concentration is in markets that
are leading the U.S. housing recovery," S&P said.

"The stable outlook reflects our expectations for continued growth
in Meritage's unit volume at stable pricing to support current
gross margins and strengthen EBITDA.  We also expect the company
to maintain an adequate liquidity position, including unrestricted
cash balances and revolver availability in the aggregate
$250 million range.  We would consider a positive outlook if key
credit metrics are on track to achieve or exceed our base-case
assumptions while preserving adequate liquidity to support growing
capital needs should the recovery continue to strengthen.  We
could lower our ratings if housing conditions reverse course and
deteriorate or liquidity becomes constrained.  However, we
currently ascribe a low probability to this occurring," S&P noted.

RATINGS LIST

Meritage Homes Corp.
Corporate credit rating               B+/Stable/--

RATINGS ASSIGNED

Meritage Homes Corp.
  $150 million unsecured senior notes   B+
   Recovery rating                      3


MF GLOBAL: J.P. Morgan Slams Hedge Funds Over Claim
---------------------------------------------------
Joseph Checkler at Daily Bankruptcy Review reports J.P. Morgan
Chase & Co. says a group of hedge funds is trying to use a "pocket
veto" to derail the bank's bid to recover $928 million it lent to
MF Global Holdings Ltd. just before the firm's 2011 collapse.

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

JPMorgan is urging the bankruptcy judge to hear its motion to
pursue claims against MF Global Holdings before creditors vote on
the company's liquidation plan.  The bank said creditors of MF
Global's finance unit who will cast their votes come March 25
should know in advance of the vote if rejecting the plan would
result in pursuit of the finance unit's claims against the holding
company, and allow them to increase their recovery.

                         About MF Global

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

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

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

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

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

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


MISSION NEWENERGY: SLW International Owns 83% of Ordinary Shares
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, SLW International, LLC, and Stephen L. Way disclosed
that, as of Nov. 23, 2012, they beneficially own 55,127,081
ordinary shares of Mission NewEnergy Limited representing 83.8% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/PpQZ8V

                     About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

The Company's balance sheet at June 30, 2012, showed
A$10.7 million in total assets, A$35.1 million in total
liabilities, resulting in an equity deficiency of A$24.4 million.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company reported a net loss of A$6.1 million on A$38.3 million
of revenue in fiscal 2012, compared with a net loss of
$21.7 million on A$16.4 million of revenue in fiscal 2011.


MISSION NEWENERGY: Houston Int'l Stake at 7% as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Houston International Insurance Group
disclosed that, as of Dec. 31, 2012, it beneficially owns
850,411 ordinary shares of Mission NewEnergy LTD representing
7.82% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/S2Voen

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

The Company's balance sheet at June 30, 2012, showed
A$10.7 million in total assets, A$35.1 million in total
liabilities, resulting in an equity deficiency of A$24.4 million.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company reported a net loss of A$6.1 million on A$38.3 million
of revenue in fiscal 2012, compared with a net loss of
$21.7 million on A$16.4 million of revenue in fiscal 2011.


MITEL NETWORKS: Likely Low Growth Cues Moody's to Keep 'B3' CFR
---------------------------------------------------------------
Moody's Investors Service upgraded Mitel Networks Corporation's
liquidity rating to SGL-2 from SGL-4, revised the rating outlooks
of Mitel and its subsidiary, Mitel US Holdings Inc. to stable from
negative, and affirmed Mitel's B3 corporate family rating and B3-
PD probability of default rating.

Moody's also affirmed the B1 rating of Mitel and US Holdings'
revolving credit facility and the B1 and Caa1 ratings of US
Holdings' first and second lien term loans, and withdrew the B1
and Caa1 ratings of Mitel's term loans as they have been repaid.

The liquidity rating upgrade and the revised outlooks reflect
Mitel's improved liquidity profile and elimination of near-term
refinance risks after closing its new credit facilities.

Upgrade Action:

Speculative Grade Liquidity Rating, to SGL-2 from SGL-4

Ratings Affirmed:

Issuer: Mitel Networks Corporation

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

Issuers: Mitel Networks Corporation and Mitel US Holdings Inc.

$40 million first lien revolving credit facility due February
2018, B1 (LGD2, 26%)

Issuer: Mitel US Holdings Inc.

$200 million first lien term loan due February 2019, B1 (LGD2,
26%)

$80 million second lien term loan due February 2020, Caa1 (LGD4,
68%)

Ratings Withdrawn:

$174 million first lien term loan due August 2014, WR

$130 million second lien term loan due August 2015, WR

Outlooks:

Issuers: Mitel Networks Corporation and Mitel US Holdings Inc.

Changed to Stable from Negative

Ratings Rationale:

Mitel's B3 CFR is primarily influenced by the company's small
scale and vulnerable market position relative to its main
competitors. The rating also reflects Moody's low growth
expectations for the next few years due to ongoing customer
spending deferrals as economic conditions remain subdued. In
addition, it is not clear whether recent restructuring initiatives
will have sustainable benefits. The company's rating benefits from
exposure to the sizeable small-and-medium business communications
market, favorable long-term market growth potential due to aging
installed base, lack of customer concentration, and good recurring
revenue. As well, operations are not capital intensive, which
allows Mitel to generate positive free cash that can be used to
reduce debt. Moody's expects low single digit revenue growth,
modest margin improvement and debt reduction will enable Mitel's
adjusted Debt/ EBITDA to approach 4.5x within the next 12 to 18
months.

Mitel's SGL-2 liquidity rating is supported by cash of about $50
million, full availability under its new $40 million revolver, and
annual free cash flow of at least $15 million. These sources will
be more than sufficient to meet term loan amortization of about $2
million per year. Moody's expects Mitel will maintain headroom of
at least 20% under its lone bank financial covenant (leverage
test) over the next four quarters but the cushion could be tighter
as step downs occur thereafter.

The outlook is stable because of Mitel's improved liquidity
position and extension of debt maturities. The stable outlook also
incorporates expectations that the company will continue to
generate positive free cash flow and sustain its credit metrics
despite uncertain economic conditions.

The rating would likely be upgraded if Mitel maintains a good
liquidity profile and sustains adjusted Debt/EBITDA below 4.5x and
FCF/Debt above 5%. The rating could be downgraded if Mitel's
liquidity position worsens, if free cash flow generation turns
negative or if earnings shortfall results in adjusted Debt/EBITDA
sustained above 6.5x.

The principal methodology used in this rating was the Global
Communications Equipment Industry Methodology published in June
2008. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Mitel Networks Corporation provides integrated business
communications software and related services to small-to-medium-
sized businesses/enterprises (user size ranging from 50 to 1000).
Revenue for the twelve months ended October 31, 2012 was $592
million, with 63% generated in the United States, 19% in the
United Kingdom, 6% in Canada, and the remaining 12% from the rest
of the world. The company is headquartered in Ottawa, Ontario,
Canada.


MSR RESORT: Five Mile Seeks Stay of Confirmation Order
------------------------------------------------------
Five Mile Capital Partners LLC asks the Bankruptcy Court for a
stay pending appeal from the Confirmation Order entered on
February 22, 2013, to the extent necessary to preserve Five Mile's
rights to effective relief with respect to its appeal.

David M. Friedman, Esq., of Kasowitz Benson Torres & Friedman LLP,
notes the Plan provides for a sale of all of the Debtors' assets
to entities designated by an investment arm of the Government of
Singapore (GIC) for $1.5 billion and distributes the proceeds of
the GIC Sale to pay every single direct creditor of the Debtors at
least the full principal amount of its claims, except for Five
Mile which is to receive nothing whatsoever.  Five Mile holds
claims arising from a $50 million mezzanine loan made to certain
of the Debtors, and the assignment of indemnification and any
other claims against the Debtors belonging originally to an
affiliate of the Debtors known in these cases as "the REIT," which
guaranteed payment of the loan from Five Mile.  That a $1.5
billion sale and plan transaction can somehow yield exactly enough
consideration to pay all other claims in full, but not a penny
more for the one remaining creditor, in and of itself should
suggest that appellate review is warranted.

Mr. Friedman states that the Plan and the GIC Sale create a
roughly $200 million tax liability at the REIT, an insolvent
affiliate of the Debtors that is not itself a Debtor.  Under the
plain and direct language of the limited partnership formation
agreements for the most solvent Debtors, the REIT has the right to
be indemnified by those solvent Debtors for the $200 million or
more of tax liability caused by the GIC Sale.  As guarantor of
Five Mile's mezzanine debt, the REIT has assigned that claim to
Five Mile.  The Bankruptcy Court determined to disregard the plain
language of the limited partnership agreements and disallow the
$200 millions of indemnity claims of the REIT.  The reasons relied
upon by the Bankruptcy Court to justify ignoring a prima facie
contractual indemnity were invalid and are reviewable.  Moreover,
the Bankruptcy Court's adverse determination of the REIT's
indemnification rights was preceded by virtually no procedural due
process -- the Debtors announced in a chambers conference the
business day prior to the Confirmation Hearing that they had
decided to "tee up" the validity of $200 million of
indemnification claims for the confirmation hearing, following
their amendment of the Plan one day before that to reject
indemnification obligations that the Plan had theretofore assumed.

Mr. Friedman contends the Bankruptcy Court erred in disallowing
these contractual claims as a matter of law.  The Bankruptcy Court
committed a clear, even indisputable, series of errors of law in
its decision to "cram down" the Plan on Five Mile.

Mr. Friedman adds the Bankruptcy Court also erred in determining
that GIC was a good faith purchaser.  First, the Bankruptcy Court
entered a consent order decreeing that GIC's good faith would be
determined at a "Good Faith Hearing" that was held on Oct. 15,
2012.  The Court found at that hearing that GIC had not met its
burden to establish its good faith, but, in direct contravention
of its prior order creating the early Good Faith Hearing process,
the Court ruled that the issue was "premature."  Second, the
Bankruptcy Court found at the Good Faith Hearing that GIC in fact
had failed to disclose potentially collusive agreements with
former insiders and owners of the Debtors' assets, but in
contradiction to Second Circuit law, ruled that GIC could simply
make disclosures and cure its misconduct without repercussion.

Mr. Friedman tells the Court that after ruling that the issue of
GIC's good faith was "premature" and would ultimately include
consideration of subsequent events, such as curative disclosure
that may be made, the Bankruptcy Court denied Five Mile any
opportunity to conduct discovery of GIC regarding anything that
occurred after the Good Faith Hearing, including a new amended
agreement GIC entered into with the former insiders.  Fourth,
after precluding Five Mile from litigating GIC's good faith any
further, notwithstanding that the first litigation was improperly
swept away as "premature," the Bankruptcy Court found GIC to be
acting in good faith based upon nothing more than oral
representations of GIC's counsel about GIC's subsequent
agreements.  Fifth, and perhaps most inculpatory, after the
Confirmation Hearing had closed, the Debtors' key witness recanted
his testimony that the REIT had no assets, thereby exposing that
GIC had attempted through the GIC Sale to acquire valuable assets
owned by the supposedly asset-less REIT (Five Mile's guarantor)
without paying anything to the REIT.

Mr. Friedman submits that these are not technical or harmless
errors. They represent significant departures from numerous
procedural and substantive requirements for confirmation of a
plan, and as a result, Five Mile has received no recovery on its
loans.

Five Mile seeks a limited stay of the Confirmation Order to the
extent necessary to ensure an appropriate and available remedy if
it is successful on appeal.  Specifically, Five Mile seeks either
a stay of the distribution of $58 million of cash or property, out
of the $1.5 billion Plan transaction, or some equivalent
undertaking by GIC or the Debtors to assure adequate relief is
available for Five Mile.  Reserving barely 3% of the Plan
consideration -- something that ordinarily is done as a matter of
course by Debtors acting as good fiduciaries for holders of
disputed claims -- would protect Five Mile's rights on appeal
while not hindering substantial implementation of the Plan,
including closing of the GIC Sale and distributions of the
remaining 97% of Plan consideration to creditors.

Compared to the substantial likelihood of success by Five Mile on
appeal -- given that the errors run the gambit from the disregard
of statutory confirmation requirements, to the erroneous
interpretation of the plain language of contractual
indemnification, to serious due process violations -- this modest
limited stay is more than appropriate and should be granted.
Furthermore, because the relief sought is narrowly tailored and
permits the Debtors and stakeholders to immediately obtain 97% of
the value they expect, with no attendant cost other than modest
delay of a small percentage of distributions, there is no need for
Five Mile to post a bond, Mr. Friedman adds.

Since (i) GIC is the next-most junior creditor to Five Mile, (ii)
GIC's bid provides for the payment in full of all allowed senior
claims, and (iii) the Plan sponsored by GlC provides for the
payment in full of all disputed unsecured claims that are
subsequently allowed, Mr. Friedman believes that a stay can be
avoided by holding GIC to its obligation to pay all unsecured
claims, including Five Mile's if they are allowed on appeal and/or
found to have been required to be paid as a condition to
confirmation.

Five Mile is represented by:

         David M. Friedman, Esq.
         Adam L. Shiff, Esq.
         KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
         1633 Broadway
         New York, NY 10019
         Tel: (212) 506-1700
         Fax: (212) 506-1800
         Email: DFriedman@kasowitz.com
                AShiff@kasowitz.com

                       Debtor Opposes Stay

MSR Resort Golf Course LLC, and its affiliates ask the Bankruptcy
Court to deny Five Mile's request for any stay, no matter how
"limited," pending appeal of the Confirmation Order.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, recalls that at the
bench ruling confirming the Plan, the Court denied Five Mile's
request for a stay pending appeal of the Confirmation Order.  The
Court recognized that, given the timing demands of these cases,
including the expiration of GIC RE's financing commitment on
February 28, 2013, the Sale Transaction must close right away or
faces the risk of being lost.

In its request before the District Court, Five Mile purported to
request only a "limited" stay pending appeal that essentially
would require the Debtors to provide insurance for Five Mile's
alleged $58 million interest in indemnification claims of the REIT
against the Debtors.  At the District Court's direction, Five Mile
must first bring this new request before this Court.

Specifically, Five Mile asks this Court to fashion a "limited"
stay that would condition confirmation of the Plan on either (a)
GIC RE's commitment to make Five Mile whole for indemnity claims,
claims that this Court has determined are invalid and could never
provide a recovery to Five Mile or (b) the Debtors providing a
reserve $58 million of sale proceeds for Five Mile's claims.  In
reality, Five Mile is not asking for a "limited" stay of the Plan;
instead, Five Mile is asking to fundamentally change the Plan in a
way that is not acceptable to anyone but Five Mile.  To grant Five
Mile's "limited" stay, this Court would need to reconsider its
confirmation of the existing Plan, deny such confirmation, and
then confirm a new, different plan that has not even been voted
upon, much less approved, by any of the Debtors' creditors, Mr.
Basta contends.

Mr. Basta argues that there is no excess availability in the Plan
proceeds or GIC RE's financing commitment to satisfy Five Mile's
unilateral request to insure claims that are, euphemistically
speaking, speculative and neither Five Mile nor this Court can
force the parties to close a transaction or accept a plan on new,
different terms.  Given that GIC RE does not have funds available
to, and cannot be required to, fund a reserve, each of the classes
that consented to the Plan supported something (i.e.,
distributions on the Effective Date) that is much different than
what Five Mile proposes.  Five Mile does not bother to identify
which creditor constituency should be deprived of $58 million of
its distribution, either temporarily or permanently, to fund a
reserve.  No creditor has consented to such treatment, which
amounts to a material, adverse change to the Plan.  And, the
Debtors and their senior creditors are not willing to jeopardize
the Plan to pursue what, in all reasonable certainty, would be a
pointless resolicitation.

                  GIC Re Replies to Stay Motion

450 Lex Private Limited and C Hotel Mezz Private Limited (GIC RE),
mezzanine lenders and successful bidders at an auction for
substantially all of the assets of the Debtors, object to the
motion of Five Mile Capital Partners LLC for a stay pending appeal
of the Confirmation Order.

Michael Sage, Esq., at Dechert LLP, submits that the Bankruptcy
Court should deny Five Mile's motion for a "limited" stay pending
appeal of the Confirmation Order and allow the Plan, which
implements the only bid the Debtors have received for their
remaining assets since they filed their chapter 11 cases more than
two years ago, to be consummated.  For the past seven months, Five
Mile has waged a campaign of thinly veiled obstructionism in its
attempt to stall the Debtors' auction process while it has vainly
attempted to put together its own bid for the Debtors' assets.  In
the end, Five Mile never put forth a bid and also never challenged
the value of the Debtors' assets established pursuant to the
Bankruptcy Court-approved auction process.  The auction firmly
established Five Mile's place as the most junior, out-of-the-money
mezzanine lender of the Debtors, not entitled to receive any
distributions under the Plan in accordance with the absolute
priority rule.

Rather than accept these cold realities, Mr. Sage states that Five
Mile has spent the past seven months forcing the Debtors, GIC RE,
other parties in interest, and the Bankruptcy Court to chase after
multiple red herrings, as it has raised unfounded arguments based
on supposition and fantasy without support in fact or law.  In the
Stay Motion, Five Mile continues its campaign by repeatedly and
flagrantly misstating and twisting the factual record, presenting
baseless suppositions and speculation as firmly supported facts,
misinterpreting the applicable legal standards, and generally
weaving a false history of these chapter 11 cases.  As the
Bankruptcy Court aptly described in the Confirmation Hearing,
"Five Mile here has taken an exceedingly aggressive litigation
path in this case, availing itself of every option, and sometimes
taking positions that have only the most slender reed for
support."

Among its other baseless arguments raised in the Stay Motion, Mr.
Sage notes that Five Mile argues that it has a strong likelihood
of success on appeal on the issue of whether GIC RE is a good
faith purchaser under section 363(m) of title 11 of the United
States Code.  Five Mile first raised a challenge to GIC RE's good
faith in connection with its objection to bidding procedures, in
September 2012.  This resulted in two days of trial, 165 exhibits,
eleven deposition transcripts that were designated into evidence,
and five deponents, solely on the issue of GIC RE's good faith.
Based on this extensive factual record, and the supplemental
disclosures that the Bankruptcy Court requested GIC RE to make as
a matter of best practices prior to the auction, the Bankruptcy
Court denied Five Mile's objections to GIC RE's good faith and the
Confirmation Order rightly provides that GIC RE is a good faith
purchaser.

On February 20, 2013, the Bankruptcy Court issued a ruling in open
court, which sets forth the Bankruptcy Court's reasoned analysis
and consideration of Five Mile's objection to confirmation
overruled Five Mile's many objections and confirmed the Plan.  On
February 22, the Bankruptcy Court entered the Confirmation Order.
Due in large part to Five Mile's delay tactics, the parties face a
looming deadline for the Plan to become effective.  As Five Mile
is well aware, if the effective date of the Plan does not occur on
or before February 28, 2013, multiple settlements and compromises
under the Plan, including the compromise of approximately $73
million in default interest owed to senior lenders, the $1.5
billion commitment of GIC RE to purchase the Debtors' assets, and
the $828 million financing commitment needed by GIC RE in order to
fund its purchase, all fall away.  The result would be real and
substantial harm to the Debtors, their estates, GIC RE, who has
already expended millions of dollars in fees and expenses
connection with its bid, and every single creditor of the Debtors,
other than Five Mile, Mr. Sage contends.

Five Mile argues that by seeking only a "limited" stay, the Plan
may become effective while preserving Five Mile's appellate
rights.  In reality, Five Mile is asking this Court to require the
Debtors to post a $58 million bond pending Five Mile's appeal.
There is no basis under the law and the circumstances of the
Debtors' cases to grant this truly exceptional relief.  As Five
Mile is well aware, the last approximately $379,000,000 of the GIC
RE Commitment is a credit bid of certain mezzanine loans -- loans
that are structurally and contractually senior to Five Mile's
loan.  Every dollar of cash that is being invested by GIC RE is
going to pay creditors or fund creditor reserves on the effective
date of the Plan, and all of these creditors are structurally
senior to Five Mile's junior-most mezzanine loan.  If these claims
are not paid and reserves are not satisfied, the Plan cannot go
effective.  There is no spare $58 million that can be set aside
for Five Mile, Mr. Sage tells the Court.

As a result, Five Mile's Stay Motion must be denied as there is no
basis for this Court to grant the truly extraordinary relief that
Five Mile seeks.  The Plan must be allowed to go effective, in
order to prevent the real possibility of complete failure of the
Plan and the ensuing chaos and attendant loss of value in the
Debtors' chapter 11 cases.

GIC RE is represented by:

         Michael J. Sage, Esq.
         Brian E. Greer, Esq.
         DECHERT LLP
         New York, NY 10036-6797
         Tel: (212) 698-3500
         Fax: (212) 698-3599
         Email: michael.sage@dechert.com
                brian.greer@dechert.com

                         About MSR Resort

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

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

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

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

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

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

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


NCI BUILDING: Improving Finances Prompt Moody's to Lift CFR to B2
-----------------------------------------------------------------
Moody's Investors Service raised NCI Building Systems, Inc.'s
corporate family rating to B2 from B3, probability of default
rating to B2-PD from B3-PD, and the rating on the existing senior
secured term loan due in 2018 to B3 from Caa1. The speculative
grade liquidity assessment was affirmed at SGL-3, and the rating
outlook is stable.

The following rating actions were taken:

- Corporate Family Rating, raised to B2 from B3

- Probability of Default Rating, raised to B2-PD from B3-PD

- Existing senior secured term loan due 2019, raised to B3
   (LGD4, 59%) from Caa1 (LGD4, 59%)

Ratings Rationale:

The ratings upgrade reflects Moody's increasing confidence that
NCI's credit metrics, sustained by a slowly improving non-
residential construction market, will gradually improve for at
least the next two years and that the company will be able to
maintain operating profitability going forward.

NCI's B2 corporate family rating reflects the company's ability to
return to operating profitability, although it remains weak;
strong cash flow from operations; acceptable adjusted debt
leverage (in which Moody's uses the $345 million redemption value
for the convertible preferred stock in its hybrid securities
adjustment rather than the $620 million balance sheet amount);
adequate liquidity, supported by an extended debt maturity profile
and an undrawn revolving credit facility; strong market position,
nationwide presence and vertically-integrated business model; and
Moody's expectations for a modest recovery in non-residential
construction over the next 12 to 18 months.

Although the company's business segments create a balance that
minimizes its exposure to steel price volatility, NCI remains
vulnerable to the rising steel prices, as steel comprises over 70%
of NCI's cost of sales, and it may not be able to immediately pass
on its higher input costs to customers. In addition, adjusted
interest coverage, as measured by EBITA to interest expense,
stands at 1.3x at fiscal year end and is relatively weak in
comparison to other B2 rated entities. Free cash flow, while
positive, is running substantially below recent peaks, coming in
at $21 million in fiscal 2012 vs. $74 million in fiscal 2009,
largely because of increased capital expenditures.

NCI's SGL-3 is supported by a relatively large, undrawn asset-
based revolving credit facility in the amount of $150 million. The
company's lack of near-term debt maturities is also a credit
positive, as it provides NCI financial flexibility while it
completes the integration of Metl-Span and awaits a significant
recovery in its end markets. The liquidity assessment also
considers NCI's relatively low cash balance of $59 million and
higher capital expenditures over the next 12 to 18 months as the
company retools certain facilities and brings two new locations on
line.

The stable outlook reflects Moody's expectation that NCI will
continue to generate positive operating income as demand in its
primary end markets slowly strengthens. The outlook also takes
into consideration recent industry data that point to increased
billings in the non-residential construction sector, as well as
NCI's year-over-year revenue growth of 20% compared with fiscal
2011.

The ratings and/or outlook could improve if NCI is able to
generate adjusted EBITA margins greater than 4.0% and adjusted
EBITA-to-interest expense approaching 2.5x and to reduce adjusted
debt-to-EBITDA below 5.0x, all on a sustained basis.

The outlook may come under pressure if NCI reports operating
losses on a trailing 12-month basis, generates adjusted EBITA-to-
interest expense below 1.0x or maintains an adjusted debt-to-
EBITDA above 6.0x. Also, if the company begins generating negative
adjusted free cash flow, engages in material debt-financed
acquisitions, or if conditions in the non-residential construction
sector again deteriorate, the rating could be lowered.

The B3 rating assigned to the existing $250 million senior secured
term loan due 2019 is one notch below the corporate family rating
of B2, as it is structurally subordinated to the ABL in NCI's
capital structure. The term loan benefits from a first-priority
interest in all assets not pledged to the asset-based revolver,
and a second-priority interest in the ABL assets.

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

NCI Building Systems, Inc. is an integrated manufacturer of metal
products for the non-residential building industry. During fiscal
year 2012 ending October 28, 2012, the company generated revenues
and Moody's-adjusted EBITDA of $1.2 billion and $74.6 million,
respectively. Clayton, Dubilier & Rice, through its investment
funds, owned 73% of NCI as of October 28, 2012.


NICHOLAS H NOYES: S&P Revises Outlook to Neg. & Affirms BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'BB' long-term rating on Livingston
County Industrial Development Agency, N.Y.'s revenue debt, issued
for Nicholas H. Noyes Memorial Hospital (Noyes).

"We revised the outlook to negative to reflect our assessment of
the hospital's recent operating losses, physician departures, and
volume declines, which are all contributing to weaker operating
results and could continue to strain operations," said Standard &
Poor's credit analyst Jessica Goldman.  "Noyes also expects to
violate its debt service covenant for fiscal 2012 and although the
final calculation won't be available until the audit's completion,
management expects to come in lower than the 1.2x requirement, has
received a waiver from the letter-of-credit provider, and is
engaging a consultant pursuant to the bond agreement," said
Ms. Goldman.

While Noyes is working with University of Rochester Medical Center
(URMC) as a collaborator, Standard & Poor's still believes it will
be difficult to generate significantly improved debt service
coverage or build balance sheet strength as a stand-alone
facility.

More specifically, the rating reflects Standard & Poor's view of
the hospital's:

   -- Accelerating operating losses in fiscal 2012 generating weak
      debt service coverage;

   -- Declining volumes and market share; and

   -- Physician issues including dependence on a small group of
      physicians for a large portion of admissions and
      vulnerability to departures.

Credit factors that somewhat offset the preceding factors include:

   -- Balance sheet metrics that are adequate for the rating; and

   -- Significant physician-recruitment initiatives with the
      assistance of URMC.

Continued volume and operating pressure could result in a one- or
two-notch downgrade.  Management's efforts to control expenses is
somewhat offsetting the revenue issues, though in Standard &
Poor's opinion, it will likely continue to be difficult for Noyes
to post improved operations and stronger coverage.  A lower rating
is likely to occur if liquidity deteriorates from current levels,
coverage levels remain lower than 1.5x, or volumes continue to
decline.  Standard & Poor's does not believe a higher rating is
likely within the one- to two-year outlook period due to the
operating volatility and volume softness.

The hospital, located in Dansville, N.Y., is about 45 miles south
of Rochester, N.Y.


NORTEL NETWORKS: US Trustee Balks at Move to Shield Fees
--------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the U.S. Trustee on
Wednesday objected to a bid by Nortel Networks Inc. to evade new
bankruptcy rules requiring retained attorneys to disclose the
identities and fees of other professionals they hire, saying the
defunct telecom can't get a "blanket exemption."

Nortel's proposed waiver of the rules would undermine
"transparency and accountability" for professional fees and
expenses demanded by the Bankruptcy Code and the Federal Rules of
Bankruptcy Procedure, according to an objection filed in Delaware
bankruptcy court, the report related.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


OMEGA HEALTHCARE: Moody's Raises Senior Debt Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt
rating of Omega Healthcare Investors, Inc. to Ba1, from Ba2. The
rating outlook is stable.

Omega is a healthcare REIT focused on investing in the long-term
care industry, primarily skilled nursing facilities, with 90% of
revenues derived from triple-net lease rents and 10% from mortgage
notes and other investment income.

The following rating was raised with a stable outlook:

  Omega Healthcare Investors, Inc. - senior unsecured debt to Ba1
  from Ba2.

Ratings Rationale:

This rating upgrade reflects Omega's continued execution of
profitable growth, while maintaining consistently strong credit
metrics. Moody's notes that Omega has increased its size, as
measured by gross assets, to $3.6 billion as of 4Q12 up from $2.7
billion as of 4Q10. Moody's expects the healthcare REIT will
continue its steady pace of growth in the upcoming years, using
its access to attractively priced capital to take advantage of
consolidation opportunities in the fragmented SNF sector.

Moody's also notes that Omega has executed its growth while
maintaining sound liquidity and conservative credit metrics. Net
Debt/EBITDA was 5.6x for 2012, but is lower as adjusted for the
annualized income expected from the large volume of investments
executed in the second half of 2012. Moody's expects Omega will
maintain leverage within its targeted range of 4x-5x Net
Debt/Adjusted EBITDA as it continues to grow. The REIT's fixed
charge coverage remains strong at 3.3x for 2012 and secured debt
is modest at 10% of 4Q12 gross assets.

Omega maintains sufficient liquidity to meet intermediate term
growth objectives, with $475 million available on its unsecured
credit revolver as of February 11, 2013. The REIT's only debt
maturities prior to 2020 are its revolver (due in 2016, prior to a
one-year extension option) and $200 million term loan balance (due
in 2017).

Omega's key credit challenge remains its property sub-type
concentration in SNFs. The SNF sub-segment is highly regulated and
reliant on government reimbursement through the Medicare and
Medicaid programs, which are particularly at risk for rate cuts in
the current fiscal environment. Moody's notes that Omega has
strong rent coverage ratios throughout its portfolio, and new
investments are underwritten in a way that considers the risk of
potential rate cuts. Moody's believes that Omega's leases are
secure, even should a 2% sequestration cut be implemented, but the
longer-term outlook is still quite uncertain. The potential for
sharp and sudden changes in operator cash flows arising from
reimbursement cuts will continue to be a key factor considered in
Omega's rating.

The stable outlook reflects Omega's good property level coverage
ratios and Moody's expectation that Omega will retain its
conservative capital structure as it continues to grow its
property portfolio on a leverage neutral basis.

A rating upgrade is unlikely in the intermediate term, owing to
Omega's tenants' reliance on Medicare and Medicaid reimbursement
and the highly uncertain outlook for rates in the current fiscal
environment. The REIT would need to execute continued profitable
growth, while reducing tenant concentration (top three operators
below 20% of total investment). Maintenance of Net Debt/EBITDA
below 5x and improving fixed charge coverage closer to 4.0x, as
well as stable tenant operating performance (as reflected by
EBITDAR coverage ratios) would also be necessary for any ratings
upgrade.

A rating downgrade would likely reflect a shift in capital
structure resulting in higher overall leverage (Net Debt/EBITDA
above 6x) and lower fixed charge coverage (below 2.5x) on a
consistent basis. Sustained deterioration in property level
coverage ratios from major tenants would also result in a ratings
downgrade.

The last rating action with respect to Omega Healthcare Investors,
Inc. was on September 13, 2010, when the ratings were upgraded
with a stable outlook.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Omega Healthcare Investors, Inc. [NYSE: OHI] is a real estate
investment trust investing in and providing financing to the long-
term care industry. At December 31, 2012, the Company owned or
held mortgages on 476 skilled nursing facilities, assisted living
facilities and other specialty hospitals with approximately 55,279
licensed beds (53,104 available beds) located in 33 states and
operated by 46 third-party healthcare operating companies.


OMEGA NAVIGATION: March 4 Hearing on Adequacy of Plan Disclosures
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a hearing on March 4, 2013, at 2 p.m. to consider adequacy
of information in the Disclosure Statement explaining Omega
Navigation Enterprises, Inc., et al.'s Joint Plan of Liquidation.
Objections, if any, are due March 1.

The Debtors will begin soliciting votes on the Plan and can
schedule the confirmation hearing after approval of the Disclosure
Statement.  The Debtors have proposed a March 29, at 3 p.m.,
deadline for ballots, a plan confirmation hearing on April 15, at
2 p.m. and an April 3 at 3 p.m. deadline for confirmation
objections.

According to the Disclosure Statement, the Plan dated Feb. 1,
2013, provides for these primary sources of distributions (i) the
SL Payments, which are earmarked for specific purposes and, in the
SL Settlement Order, have not been attributed to particular
Debtors.

Under the Plan, the recovery on Allowed General Unsecured Claims
is likely between 0.0% and 1.50%, assuming the Junior Lenders'
adequate protection rights are not allowed and payable and there
are no relevant professional fees, the quantum of General
Unsecured Claims could vary between approximately $40 million and
$133 million, depending on whether the affiliate guarantees are
included and allowed in their full amount.

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

                       About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OVERSEAS SHIPHOLDING: $10-Mil. Intercompany Financing Okayed
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order:

   i) authorizing OSG International, Inc. (DSF DIP Lender) to
      provide postpetition intercompany financing to the DSF
      Borrowers -- 1372 Tanker Corporation, Alcesmar Limited,
      Alcmar Limited, Andromar Limited, Ariadmar Limited, Shirley
      Tanker Srl, Samar Products Tanker Corporation, Leyte Product
      Tanker Corporation and Rosalyn Tanker Corporation -- up to
      an aggregate amount of $10,000,000;

  ii) authorizing the DSF DIP Lender to extend indebtedness and
      perform all of its obligations under the DSF DIP Facility
      Documents;

iii) authorizing the DSF Borrowers to incur indebtedness and
      perform all of their respective obligations under the DSF
      DIP Facility Documents; and

  iv) authorizing the DSF Borrowers to grant the DSF DIP Lender
      the DSF DIP liens and DSF DIP collateral and superpriority
      administrative expense claim status.

The DSF Borrowers were unable to obtain unsecured allowable credit
more favorable than the offer of the DSF DIP Lender.

The DSF Borrowers will use the loan to operate the DSF Vessels.

A copy of the terms of the DIP Financing is available for free at
http://bankrupt.com/misc/overseasshipholding_DIPLoan_order.pdf

Objections to the Debtors' motion were overruled and withdrawn.

                    About Overseas Shipholding

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

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

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

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


OVERSEAS SHIPHOLDING: Taps Mercer (US) as Compensation Specialist
-----------------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Mercer
(US) Inc. as compensation specialist to assist the Debtors with
developing a Key Employee Incentive Plan in connection with the
Chapter 11 cases.

In particular, the Debtors anticipate that Mercer will perform,
among other things:

   a) provide market pay analysis for certain employees;

   b) compare the plan design to Mercer's database of incentive
      plans approved by bankruptcy courts;

   c) prepare a report assessing the reasonableness of the plan
      and, if required, suggest modifications to the design to
      ensure its suitability to motivate employees to operate the
      business effectively during restructuring;

   d) prepare a declaration and report suitable for filing as
      evidence in support for a motion to approve incentive plan;
      and

   e) provide expert testimony in Bankruptcy Court, including any
      pre-trial discovery including depositions.

Mercer understands that the Debtors have retained and may retain
additional professionals during the term of the engagement and
will work cooperatively with such professionals to integrate any
respective work on behalf of the Debtors.

The hourly rates of Mercer personnel are:

         Partner                    $700 - $950
         Principal                  $500 - $700
         Senior Associate           $350 - $550
         Associate                  $250 - $400
         Analyst                    $150 - $300
         Researcher                  $50 - $150

The Debtors have agreed, among other things, to indemnify and
reimburse Mercer in certain discrete circumstances in accordance
with the indemnification provisions.

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

A March 5, 2013, hearing at 9:30 a.m., has been set.

                    About Overseas Shipholding

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

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

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

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


OVERSEAS SHIPHOLDING: Enjoins BP From Taking Over Alaska Tanker
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ship owner Overseas Shipholding Group Inc. succeeded
at least for the time being in stopping BP Plc from terminating
OSG's ownership interest in a company named Alaska Tanker Co. LLC,
which manages ships transporting BP oil from Alaska to the U.S.
west coast.

OSG owns 37.5% of Alaska Tanker, as does BP.  In November after
OSG's Chapter 11 filing, BP gave notice that OSG lost its right to
manage Alaska Tanker and that the business would be liquidated and
wound up.  OSG responded by starting a lawsuit in bankruptcy court
claiming that London-based BP violated the so-called automatic
stay in several respects.  To stop BP, OSG points to the "ipso
facto" clause in bankruptcy law prohibiting the loss of rights
simply because a company files bankruptcy.  OSG also contends the
automatic injunction against creditor actions prohibits BP from
interfering with its property rights.

According to the report, rather than fight a motion for a
temporary injunction, BP agreed to an injunction that will run at
least until April 25.  The agreed injunction prohibits BP from
interfering with OSG's rights in Alaska Tanker.

The next hearing in the dispute is scheduled for April 25.

The $300 million in 8.125% senior unsecured notes due 2018 traded
at 3:54 p.m. on Feb. 27 for 41 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The notes have risen 78% in value since
Nov. 14.

                    About Overseas Shipholding

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

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

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

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


PINNACLE AIRLINES: Nantahala No Longer Owns Shares as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Nantahala Capital Management, LLC, disclosed
that, as of Dec. 31, 2012, it does not beneficially own shares of
common stock of Pinnacle Airlines Corp.  Nantahala previously
reported beneficial ownership of 1,879,232 common shares or a 9.8%
equity stake as of April 4, 2012.  A copy of the amended filing is
available for free at http://is.gd/Z6Hqlv

                      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.


PIPELINE DATA: Sale Yet to Close, Exclusivity Sought
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Pipeline Data Inc. was authorized in January
to sell the business, the processor of debit and credit cards for
smaller retailers is yet to complete the sale.  The case is
further complicated because the secured lender is seeking so-
called substantive consolidation with Cynergy Data LLC, according
to a court filing.

According to the report, Pipeline is requesting a first expansion
of the exclusive right to propose a plan.  March 20 will be the
hearing on the exclusivity motion.

Pipeline Data was authorized in January to sell the business for
$9.85 million to Applied Merchant Systems West Coast Inc.  Applied
Merchant was forced to raise the bid during auction.  The contract
signed before the auction was for $8 million.

                       About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provided credit and debit
card payment processing services to approximately 15,000
merchants.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.

In its schedules, Pipeline Data disclosed $4,491,699 in total
assets and $61,595,942 in total liabilities.

Ten affiliates of the Debtor filed separate petitions for
Chapter 11 (Bankr. D. Del. Case Nos. 12-13124 to 12-13131; Case
No. 12-13133 and 12-13134).  The cases are jointly administered
under Case No. 12-13123).


POTTERS HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew all of its
ratings, including the 'B' corporate credit rating, on Potters
Holdings II L.P.

"The ratings withdrawal follows the pay-down of all of Potters'
rated debt with proceeds from debt raised at parent company PQ
Corp.," said Standard & Poor's credit analyst Paul Kurias.


PURE BIOSCIENCE: Incurs $1.8-Mil. Net Loss in Fiscal 2nd Quarter
----------------------------------------------------------------
Pure Bioscience, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.8 million on $263,000 of sales for the
three months ended Jan. 31, 2013, compared with a net loss of
$2.2 million on $221,000 of sales for the prior fiscal period.

For the six months ended Jan. 31, 2013, the Company reported a net
loss of $4.0 million on $373,000 of sales, compared with a net
loss of $4.6 million on $478,000 of sales for the six months ended
Jan. 31, 2012.

The Company's balance sheet at Jan. 31, 2013, showed $4.1 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $1.7 million.

The Company said: "We do not currently believe that our existing
cash resources are sufficient to meet our anticipated needs during
the next twelve months.  We believe we have sufficient cash
resources to satisfy our capital needs through March 2013.
However, our estimates of our operating expenses and working
capital requirements could be incorrect, and we may use our cash
resources faster than we presently anticipate.  Further, some or
all of our ongoing or planned investments may not be successful
and could result in further losses.  In addition, irrespective of
our cash resources, we may be contractually or legally obligated
to make certain investments which cannot be postponed.  The
uncertainties surrounding our ability to continue to fund our
operations raise substantial doubt about our ability to continue
as a going concern."

A copy of the Form 10-Q is available at http://is.gd/0C1EcO

El Cajon, Calif.-based Pure Bioscience, Inc., manufactures and
sells SDC-based disinfecting and sanitizing products, which are
registered by the Environmental Protection Agency, or EPA, to
distributors and end users.  It also manufactures and sells
various SDC-based formulations to manufacturers for use as a raw
material in the production of personal care and other products.
Silver dihydrogen citrate, or SDC, is a broad-spectrum, non-toxic
antimicrobial.


RADIAN GROUP: Moody's Raises Senior Debt Rating One Notch to Caa1
-----------------------------------------------------------------
Moody's Investors Service upgraded Radian Group Inc.'s senior debt
rating to Caa1 from Caa2, with a positive outlook. In addition,
Moody's has affirmed the Ba3 insurance financial strength ratings
of Radian Guaranty Inc. and Radian Mortgage Assurance Inc., and
the Ba1 IFS rating of Radian Asset Assurance Inc. The outlook for
Radian Guaranty and RMA have been revised to positive, from
negative, while the outlook for Radian Asset remains negative.

On February 26, 2013, Radian announced the concurrent public
offering of 39.1 million shares of its common stock in a public
offering at a price of $8 per share and $400 million aggregate
principal amount of its convertible senior notes due 2019. The
offerings are expected to close on March 4, 2013, subject to
customary closing conditions.

Rating Rationale -- Radian Group Inc.

Moody's said that the upgrade of Radian's senior debt rating
reflects the holding company's improved liquidity position and
demonstrated ability to access capital markets, following its
capital raise. The Caa1 senior debt rating reflects the ongoing
stress at its mortgage insurance subsidiaries and meaningful debt
burden relative to its liquidity. Dividends from Radian Guaranty
are unlikely for the foreseeable future given its weak regulatory
capital position and Moody's believes that, despite the
significant addition to liquidity from its capital raise, the
holding company may not be able to meet all of its senior debt
obligations without further improvement in the performance of its
subsidiaries. After adjusting its December 31, 2012 unrestricted
cash and liquid investments for the expected proceeds from the
issuance of common stock and convertible debt, Radian has
remaining unrestricted cash and liquid investments of
approximately $1 billion before taking into consideration any
capital contributions to Radian Guaranty. Radian stated that it
expects to maintain a risk-in-force to capital ratio below the 20
to 1 at Radian Guaranty and may have, as a result, to make
additional capital contributions to its subsidiary over the next
few years, decreasing the amount of liquidity retained at the
holding company.

Rating Rationale -- Radian Guaranty and RMA

The affirmation of the Ba3 IFS ratings of Radian Guaranty and RMA
reflects: 1) their consolidated financial resources, including
potential for further dividends from Radian Asset, in excess of
Moody's base case losses, and 2) their ability to continue to
write new business for some time given counterparty forbearance
and the company's ability, thus far, to remain below the minimum
regulatory risk-to-capital threshold of 25 to 1. Some states
require mortgage insurers to operate below a 25 to 1 risk-in-force
to capital ratio, which Moody's believes Radian will likely remain
below for the duration of this year. New, higher quality business
production has partially mitigated legacy losses, which have
decreased since the prior year, and enhances Radian's chances of a
turnaround.

Rating Rationale -- Radian Asset

The affirmation of the Ba1 rating of Radian Asset, Radian
Guaranty's wholly owned financial guaranty subsidiary, reflects 1)
its strong capital profile and orderly runoff, and 2) the group's
dependence on Radian Asset's resources to support Radian
Guaranty's strategic mortgage insurance business. Portfolio
amortization and recent commutations contributed to reduce insured
portfolio expected and stressed losses. Radian Asset has been
paying regular dividends to Radian Guaranty since 2008 and
releasing redundant contingency reserves periodically to enhance
its and Radian Guaranty's statutory surplus.

Rating Outlooks - Radian, Radian Guaranty and RMA

The positive rating outlooks reflect improving visibility about
mortgage insurance losses, the firm's high quality new business
production, and the additional capital and liquidity resources
available to the group as a result of this week's issue of common
stock and convertible debt.

Moody's cited the following factors that could lead to a further
upgrade of Radian's ratings and/or an upgrade of the ratings of
Radian Guaranty and RMA: (i) improving housing market outlook
resulting in substantially lower downside risk for insured
mortgage losses (ii) injection of additional capital that
meaningfully improves its capital adequacy (iii) better than
expected loss developments in its financial guaranty or mortgage
insurance portfolios and (iv) more clarity about regulatory and
market drivers of future demand for mortgage insurance.

Moody's cited the following factors that could lead to a rating
downgrade for these companies: (i) regulatory actions preventing
Radian Guaranty from writing new business or loss of eligibility
status with the GSEs (ii) greater than anticipated adverse loss
developments in the financial guaranty and/or mortgage insurance
portfolios resulting in less resources available at the insurance
companies and (iii) capital deficiency relative to its Ba rating
threshold that remains uncorrected.

Rating Outlook -- Radian Asset

The negative rating outlook reflects Radian Asset's runoff status
and its anticipated continued material capital support of the
group's lower-rated core mortgage insurance operations.

The following rating was upgraded and has a positive outlook:

  Radian Group Inc. -- senior unsecured debt to Caa1, from Caa2.

The following ratings have been affirmed with a positive outlook:

  Radian Guaranty Inc. -- insurance financial strength rating at
  Ba3;

  Radian Mortgage Assurance Inc. -- insurance financial strength
  rating at Ba3.

The following rating has been affirmed with a negative outlook:

  Radian Asset Assurance Inc. -- insurance financial strength
  rating at Ba1.

The principal methodology used in this rating was Moody's Global
Methodology for Rating Mortgage Insurers published in December
2012.

Radian Group Inc. is a US-based holding company that owns a
mortgage insurance platform comprised of Radian Guaranty, Radian
Insurance and Radian Mortgage Assurance, and financial guaranty
insurance company Radian Asset. The group also has investments in
other financial services entities. As of December 31, 2012, Radian
Group had $5.9 billion in total assets and $0.74 billion in
shareholder's equity.


RAHA LAKES: Court to Consider Adequacy of Disclosures on March 6
----------------------------------------------------------------
Raha Lakes Enterprises, LLC, and Mehr In Los Angeles Enterprises,
LLC, filed on Jan. 15, 2013, a joint disclosure statement
describing their joint plan of reorganization dated Jan. 14, 2013.

The hearing to consider the adequacy of the disclosure statement
is scheduled for March 6, 2013 at 10:00 a.m.

The Plan will be funded from the following sources and in the
following order of priority: (1) the operation of the Debtors'
real property at 900 South San Pedro Street, Los Angeles, in the
South-East corner of 9th Street and San Pedro Street, in the
Garment District in Downtown Los Angeles, (2) the refinance or
sale of the Property, and (3) contributions from the Debtors'
principal owner, Kayhan Shakib.

Specifically, the Plan provides that:

  * San Pedro Investment, LLC's first priority secured claim
(Class 1 - $6,144,820) will continue to be secured by the
Property.  The SPI Secured Claim will accrue interest after the
Effective Date at a rate of 5 1/2% per year and will be due in 3
years with payments amortized over 360 months and paid in equal
monthly installments of $30,000.  The Principal balance will be
due on the last day of the 36th month following the first month
after the Effective Date.

  * San Pedro Investment's second priority secured claim (Class 2
- $2,563,570) will continue to be secured by the Property.  The
SPI Secured Claim will accrue interest after the Effective Date at
a rate of 5 1/2% per year and will be due in 3 years with payments
amortized over 360 months and paid in equal monthly installments
of $30,000.  The Principal balance will be due on the last day of
the 36th month following the first month after the Effective Date.

  * Unsecured claims (Class 4) in the approximate amount of
$369,597, to the extent not disputed, will be paid a total of 100%
of the Allowed Claim on a monthly basis over 2 years from the
Effective Date with the first payment on the 90th day after the
Effective Date.  Of the Class 4 claims, $250,000 is the claim of
an insider.

  * Interest holders (Class 5) will retain their interests in the
Reorganized Debtors.

A copy of the Joint Disclosure Statement is available at:

            http://bankrupt.com/misc/rahalakes.doc88.pdf

                         About Raha Lakes

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes estimated $10 million to $50 million in
assets, and $1 million to $10 million in debts.  The petition was
signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


RAM OF EASTERN N.C.: Seeks to Use Cash Collateral
-------------------------------------------------
RAM of Eastern North Carolina, LLC, filed an emergency motion to
use rents and profits generated by its shopping center and other
commercial properties in Craven and Carteret Counties, North
Carolina, to fund its reorganization.

The Debtor anticipates a continuation of its business activities
to maximize the value of the Debtor's bankruptcy estate and
reorganize its liabilities.  Expenses that need to be paid include
management fees to Robin Strickland and Mitchell Brydge,
insurance, supplies, utilities, taxes, and other operating
expenses.

It appears that the proceeds generated from the Debtor's continued
operations may constitute cash collateral of Wells Fargo Bank,
N.A. as successor-in-interest to Wachovia Bank, as well as Sound
Bank, and First South Bank.

To provide the secured creditors with adequate protection, the
Debtor proposes to provide postpetition replacement liens to the
secured creditors.

A hearing on the motion is slated for March 7, 2013 at 3:30 p.m.
at the United States Courthouse & Post Office Building, 300
Fayetteville Street, Raleigh, North Carolina.

                About RAM of Eastern North Carolina

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 commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RAM OF EASTERN N.C.: Removes Wells Fargo Suit to Bankr. Court
-------------------------------------------------------------
Debtor RAM of Eastern North Carolina, LLC, has served a notice of
removal of a civil action to the U.S. Bankruptcy Court.

A civil action captioned, Wells Fargo Bank, N.A., successor-by-
merger to Wachovia Bank, N.A. v. Brydge et al., known by case
number 4:12-cv-00281-D is pending in the United States District
Court for the Eastern District of North Carolina.

In the civil action, Wells Fargo Bank, as successor-by-merger to
Wachovia Bank, N.A., sued R. Mitchell Brydge, Aleta Lynn Brydge,
and Robin L. Strickland to collect on various promissory notes.
The defendants filed a third-party complaint to seek
indemnification and exoneration from RAM of Eastern North
Carolina, LLC and Grantham Crossing, LLC for the obligations at
issue in the complaint.

From 2006 to 2007, Wachovia granted loans to RAM in the principal
amounts totaling $5.95 million evidenced by various promissory
notes.  Brydge, et al., personally guaranteed all obligations owed
by RAM to Wachovia.  The Debtor defaulted on the notes when they
failed to repay the notes in full upon maturity on May 31, 2012.

The Debtor says the issues raised in the civil action are core
proceedings that "arise under title 11" within the meaning of
28 U.S.C. Secs. 157(b) and 1334(b).  The civil action involves a
determination of the amount, if any, owed to Wells Fargo by the
defendants, as well as the amount, if any, owed by the Debtor to
Wells Fargo and the defendants.

The Debtor in its schedules of assets and liabilities filed with
the Bankruptcy Court disclosed that Wells Fargo is owed
$4.85 million secured by deeds of trust with respect to real
property of the Debtor: Cypress Crossing Strip Center located at
2113 South Glenburnie Road, New Bern; a commercial shopping plaza
located at 2707 Highway 70 East, New Bern; and a commercial
building located at 435 Garner Road, New Bern.

In the civil action, Wells Fargo is represented by:

         Brian David Darer, Esq.
         PARKER, POE, ADAMS & BERNSTEIN
         P. O. Box 389
         Raleigh, NC 27601
         Tel: 919-828-0564
         Fax: 834-4564
         E-mail: briandarer@parkerpoe.com

The defendants, Brydge, et al., are represented by:

         David J. Haidt
         AYERS & HAIDT, P.A.
         307 Metcalf Street
         New Bern, NC 28563-1544
         Tel: 252-638-2955
         Fax: 252-638-3293
         E-mail: DavidHaidt@embarqmail.com

                About RAM of Eastern North Carolina

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 commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RITE AID: Debt Maturity Extension Cues Moody's to Raise CFR to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded Rite Aid Corporation's
Corporate Family Rating to B3 from Caa1 and Probability of Default
Rating to B3-PD from Caa1-PD. At the same time, the Speculative
Grade Liquidity rating was revised to SGL-2 from SGL-3. The
outlook is stable. This rating action concludes the review for
upgrade initiated on February 4, 2013.

The upgrade acknowledges the sizable reduction in Rite Aid's
interest expense and the extension of its near dated debt
maturities as a result of the successful closing of a $1.795 asset
based revolving credit facility, a $1.161 billion first lien term
loan due 2020, and a $470 million second lien term loan due 2020.
As a result, Rite Aid's nearest debt maturity is not until 2015
when it has $64 million of convertible notes coming due. In
addition, this refinancing will reduce Rite Aid's cash interest
expense by about $45 million and will result in Rite Aid being
able to sustain EBITA to interest expense above 1.0 time going
forward.

The revision of the Speculative Grade Liquidity rating to SGL-2
(good liquidity) from SGL-3 (adequate liquidity) acknowledges the
increase in free cash flow as a result of lower interest expense.
It also acknowledges the extension of the $1,039 million due in
June 2014 and the repayment of $186 million due in 2013.

The following ratings are upgraded:

  Corporate Family Rating to B3 from Caa1;

  Probability of Default Rating to B3-PD from Caa1-PD

  $650 million 8% senior secured first lien notes to B1 (LGD 2,
  26%) from B2 (LGD 2, 27%)

  Senior secured second lien notes to B3 (LGD 4, 57%) from Caa1
  (LGD 4, 58%)

  Senior unsecured unguaranteed notes due 2015, 2027, and 2028 to
  Caa2 (LGD 6, 95%) from Caa3 (LGD 6, 95%)

The following rating in confirmed:

  Guaranteed senior unsecured notes due 2017 and 2020 at Caa2
  (LGD 5, 82%)

The following ratings are affirmed:

  $1.795 billion asset based revolving credit facility due 2018
  at B1 (LGD 2, 26%)

  $1.161 billion first lien term loan due 2020 at B1(LGD 2, 26%)

  $470 million second lien term loan due 2020 at B3 (LGD 4, 57%)

The following ratings are being withdrawn given their repayment in
full:

  $1.175 billion asset based revolving credit facility at B2 (LGD
  2, 27%)

  $1.039 billion senior secured term loan due 2014 at B2 (LGD 2,
  27%)

  $330.4 million senior secured term loan due 2018 at B2 (LGD 2,
  27%) on review for upgrade

  $410 million 9.75% senior secured first lien notes due 2016 at
  B2 (LGD 2, 27%)

  $470 million 10.375% second lien notes due 2016 at Caa1 (LGD 4,
  58%)

  $186.3 million senior unsecured notes due 2013 at Caa3 (LGD 6,
  95%)

Ratings Rationale:

Rite Aid's B3 Corporate Family Rating reflects its high leverage
with debt to EBITDA of 8.3 times and Moody's expectation that Rite
Aid's EBITA to interest expense will increase to above 1.0 time as
a result of earnings growth and a reduction in interest expense.
The rating also acknowledges Rite Aid's good liquidity, its large
revenue base, and the solid opportunities of the prescription drug
industry.

The stable outlook acknowledges that Moody's expects Rite Aid's
earnings to increase further but that credit metrics will remain
at levels indicative of a B3 rating given Rite Aid's high level of
debt.

While not anticipated in the near term, ratings could be lowered
if Rite Aid experiences a decline in earnings such that EBITA to
interest expense is likely to remain below 1.0 times or should
free cash flow become persistently negative.

An upgrade would require Rite Aid's operating performance to
further improve or absolute debt levels to fall such that it
demonstrates that it can maintain debt to EBITDA below 7.0 times
and EBITA to interest expense above 1.25 times. In addition, a
higher rating would require Rite Aid to maintain at least adequate
liquidity.

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

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania,
operates over 4,600 drug stores in 31 states and the District of
Columbia. Revenues are about $26 billion.


ROBIN CINI: Ex-Husband Has No Claim on Deceased Daughter's Funds
----------------------------------------------------------------
Nigel Cini has been dismissed as defendant in the adversary
proceeding captioned ROBIN JEAN LYON CINI, Plaintiff, v. VISCOMI &
GERSH, PLLP, PETER F. CARROLL, BLUE CROSS AND BLUE SHIELD OF
MONTANA, INC., NIGEL CINI, ROBIN JEAN LYON CINI, PERSONAL
REPRESENTATIVE OF THE ESTATE OF HANNA CINI, and ROBIN JEAN LYON
CINI, CONSERVATOR FOR BAYDEN CINI, Defendants, Case No. 10-62715-
11, Adv. No. 11-00007.

Mr. Cini is the former spouse of plaintiff Robin Cini.

The Plaintiff's amended complaint avers claims for relief
including but not limited to: Count I -- to determine the
validity, priority or extent of liens, claims and interests in
claims, recoveries and proceeds from litigation, a probate estate
of the Plaintiff's deceased daughter Hanna Cini and settlement
proceeds.  The Plaintiff filed a third motion for summary judgment
seeking entry of summary judgment against Nigel on Count I on the
limited issue of the validity and priority of Nigel's liens,
claims or interests in proceeds arising out of Case # DV-09-
1488(A) and #DP-09-67(A) in the Montana Eleventh Judicial District
Court.

The Bankruptcy Court ruled that the Plaintiff satisfied her burden
of proof under FED. R. BANKR. P. 7056, incorporating FED. R. CIV.
P. 56(c) of showing that no genuine issue of material fact exists
with respect to her contentions against Nigel under Count I.
Under the doctrine of issue preclusion the Plaintiff is entitled
to summary judgment as a matter of law under Count I that, as a
result of the sheriff's sale, Nigel has no valid lien, claim or
other interest in any and all claims, recoveries and proceeds
arising out of Case # DV-09-1488(A) and #DP-09-67(A) in the
Montana Eleventh Judicial District Court, Flathead County.

A copy of Judge Ralph Kirscher's Feb. 25, 2013 Memorandum of
Decision is available at http://is.gd/X2fLH7from Leagle.com.

Robin Cini filed her Chapter 13 bankruptcy petition (Bankr. D.
Mont. Case No. 10-62715) on Nov. 19, 2010.  Her Chapter 13 case
subsequently was converted to a case under Chapter 11.


ROCK ENERGY: Amends Current Report on He-Man Acquisition
--------------------------------------------------------
Rock Energy Resources, Inc., filed an amendment to its Form 8-K,
filed with the U.S. Securities and Exchange Commission on Dec. 20,
2011, to correct certain disclosures contained in this "Original
Form 8-K".

The Company erroneously referred to the acquisition of 100% of the
equity ownership interests of its subsidiary, He-Man, LLC (now,
American Patriot Gold, LLC, the "Subsidiary") on Dec. 14, 2011, as
an acquired business when it should have accurately been disclosed
as an acquisition of this Subsidiary's assets.  Further, the
disclosure in the Original Form 8-K under Item 9.01(a) and (b)
that the Company will file the financial information and pro forma
financial information, respectively, regarding the Subsidiary
within 71 days was also incorrect and such financial information
is not required and will not be included in this or any further
amendment.

                         About Rock Energy

Houston-based Rock Energy Resources, Inc., an independent oil and
natural gas company, explores, develops, and produces natural gas
and crude oil properties in the United States.

Rock Energy reported a net loss of $8.02 million for the nine
months ended Sept. 30, 2012, compared with a net loss of$729,493
for the same period during the prior year.  The Company's balance
sheet at Sept. 30, 2012, showed $5.60 million in total assets,
$12.89 million in total liabilities and a $7.28 million total
stockholders' deficit.


ROCK ENERGY: Maximilian Equity Stake at 9% as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Maximilian Investors, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
18,865,520 shares of common stock of Rock Energy Resources, Inc.,
representing 9.9% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/NZUSEw

                         About Rock Energy

Houston-based Rock Energy Resources, Inc., an independent oil and
natural gas company, explores, develops, and produces natural gas
and crude oil properties in the United States.

Rock Energy reported a net loss of $8.02 million for the nine
months ended Sept. 30, 2012, compared with a net loss of$729,493
for the same period during the prior year.  The Company's balance
sheet at Sept. 30, 2012, showed $5.60 million in total assets,
$12.89 million in total liabilities and a $7.28 million total
stockholders' deficit.


RODEO CREEK: Sec. 341(a) Meeting of Creditors on April 1
--------------------------------------------------------
There's a meeting of creditors of Rodeo Creek Gold Inc., and its
affiliates on April 1, 2013, at 2:00 p.m. at Young Building, Room
3087, in Reno, Nevada.

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.

The last day to file proofs of claim against the Debtors is
July 1, 2013.

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.


RODEO CREEK: $9-Mil. DIP Financing Has Interim Approval
-------------------------------------------------------
Rodeo Creek Gold Inc. and its debtor-affiliates now have access to
$3.6 million of a $9 million postpetition financing facility
arranged by an affiliate of Credit Suisse Group AG, as agent,
according to an interim order entered by a bankruptcy judge in
Reno, Nevada on Feb. 27.

U.S. Bankruptcy Judge Mike K. Nakagawa will convene a hearing
March 28, 2013 at 1:00 p.m. to consider final approval of the DIP
financing and allow the Debtors to tap the remaining $5.4 million.
Objections are due March 13 at 4:00 p.m.

With its Canadian parent, The Great Basin Gold Ltd., undergoing
bankruptcy proceedings in Canada since September, the Debtors
sought a sale of their Hollister mine in Nevada.  While the sale
process was ongoing, severe gold production shortfalls at the
mine, as well as a drop in commodity prices depleted the Debtors'
funds.  The Debtors were unable to secure the out-of-court
financing necessary to maintain operations through the conclusion
of the sale process.

Credit Suisse, which already serves as agent for the Debtors'
Hollister credit facility and the Canadian DIP facility for GBG,
agreed to provide Debtors with financing and consents to the use
of cash collateral pending the bankruptcy sale of the assets:

  -- The DIP financing would mature on the earlier of three months
     after closing, and the consummation of the sale of
     substantially all of the assets of the Debtors.

  -- The maturity may, in the DIP Agent's sole discretion, be
     extended by one one-month extension, subject to an extension
     fee of 1% of the outstanding amount of the DIP loan.

  -- The interest rate will be the LIBOR rate plus 3.75% and a
     commitment fee in the amount of 1.25% of the commitment under
     the DIP facility would be payable monthly in arrears;

  -- The Debtors will be required to achieve milestones with
     respect to the proposed sale of the Debtors, including (i)
     obtaining approval of bidding procedures for the Hollister
     sale on or prior to Feb. 27, 2013, (ii) receiving qualified
     bids on or prior to April 5, 2013, (iii) obtaining approval
     of the successful bid on or prior to April 10, 2013, and (iv)
     closing the Hollister Sale no more than 30 days after
     entry of the sale approval order.

  -- As adequate protection for the use of cash collateral, the
     prepetition secured lenders would receive superpriority
     claims, replacement liens and payment of current interest and
     reasonable fees.

  -- Proceeds of the Hollister sale will be paid, after deduction
     of any amounts payable pursuant to the carve-out for
     professional fees, any accrued and unpaid administrative
     expenses reflected in the approved budget, any completion fee
     owed to CIBC World Markets Inc., and costs necessary to wind
     down the operations of the Debtors and conclude the Chapter
     11 cases, to the DIP Agent to pay the DIP obligations in
     full, and then to pay:

       (i) the adequate protection payments,

      (ii) the existing obligations under the existing Hollister
           credit facility (not less than $49,414,338), intra-
           group loan agreement, Canadian DIP Facility (not less
           than $34,987,093 for $10,000,000 advanced plus the
           cross-guarantee), and Rodeo note ($8,833,324 owed to
           parent); and

     (iii) the aggregate amount of costs necessary to wind down
           the Debtors' operations and conclude the Chapter 11
           cases.

     To the extent there are proceeds from the Hollister Sale
     available after such distributions, the excess proceeds will
     be made available to the Debtors for application to the
     claims of the Debtors' unsecured creditors

                     Sale Above $70 Million

Caterpillar Financial Services Corporation, a lender-participant
in the Hollister Credit Facility, has filed an objection, saying
that it does not consent to first priority liens.  It notes that
there are $60 million of first priority liens already on the
Debtors' collateral.  It says that under the Debtors' proposal,
the collateral would have to have a value of $70 million to
provide adequate protection for first-priority lien holders.

"Indeed the 'interest payments,' arguably Debtors' best form of
adequate protection, are paid to Caterpillar and the other
Hollister Lien Holders after full payment of the DIP loan and
professional fees and costs.  Again, the Debtors have provided no
evidence of value.  If the Hollister Trial-Mine sells for
$9 million [], there will be nothing left for Caterpillar or the
other Hollister Credit Facility lenders," Caterpillar said in
court filings.

Credit Suisse, as DIP agent, is represented by:

         MILBANK, TWEED, HADLEY & MCCOY LLP
         One Chase Manhattan Plaza
         New York, NY 10005
         Dennis C. O'Donnell, Esq.

                 - and -

         DOWNEY BRAND LLP
         100 W. Liberty Street, Suite 900
         Reno, NV 89501
         Sallie B. Armstrong, Esq.

Caterpillar is represented by:

         Robert R. Kinas, Esq.
         Stephen B. Yoken, Esq.
         Blakeley E. Griffith, Esq.
         Charles E. Gianelloni, Esq.
         SNELL & WILMER L.L.P.
         3883 Howard Hughes Parkway, Suite 1100
         Las Vegas, NV 89169
         Telephone: (702) 784-5200
         Facsimile: (702) 784-5252

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique,

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008 (the
"South African Proceedings").

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed approximately $35
million outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.


RODEO CREEK: Proposes Auction Without Stalking Horse Bidder
-----------------------------------------------------------
Rodeo Creek Gold Inc. and its debtor-affiliates seek U.S.
Bankruptcy Court approval to commence a sale process for
substantially all assets.

Rodeo Creek and its U.S. affiliates own the Hollister gold mine in
Elko County, Nevada.  The Hollister property consists of a total
of 950 unpatented federal mining claims, covering over 42 square
miles and situated on the Carlin Trend gold belt.  Approximately
255 individuals are employed by the Debtors in connection with the
operation of the trial-mine.

The Hollister trial-mine has not been permitted for long-term
operation because the Debtors have not yet completed an
Environmental Impact Statement in accordance with U.S. law.  The
Debtors have been actively engaged in completing the government-
mandated EIS, which is a prerequisite for full production permits.

In late December 2012 CIBC World Markets Inc., launched a pre-
marketing process for the sale of the Nevada operations.  Multiple
bids were submitted by Feb. 15 for the stalking horse position.
But the Debtors and Credit Suisse, as agent for lenders, believed
that the bids were not sufficient to warrant stalking horse
designation and decided to proceed with an open auction.  The
Debtors sought bankruptcy protection before completing the sale
process.

The Debtors tell the Bankruptcy Court they believe that it is in
the best interests of their estates and creditors to attempt to
sell to the highest and best bidder through an orderly, but
expedited sale process and an auction.

The Debtors seek to have the auction and sale hearing within up to
45 days of the Petition Date.

Under the proposed rules, any bid must provide for a closing by no
later than May 31, 2013, and proposed purchasers must submit a
deposit equal to 10% of the proposed purchase price.

The "Great Basin Gold" trademarks and logos and rights of causes
of action (including those under Sections 510, 544 through 551,
and 553 of the Bankruptcy Code) are not included in the assets to
be sold.

Credit Suisse, as DIP agent under the existing Hollister facility,
will, as contemplated by Section 363(k) of the Bankruptcy Code,
have the right to submit, in its own right or through a designee
or assignee, a credit bid at or before the auction.

CIBC's Michael Stewart says that selling the Nevada operations in
the Chapter 11 Proceedings, without a stalking horse bidder, is
the best sale option available to the Debtors at this juncture.

A hearing on the bid procedures was slated Feb. 28.

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique,

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008 (the
"South African Proceedings").

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed approximately $35
million outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.


ROOMSTORE INC: QVT Financial Holds 7% Equity Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, QVT Financial LP and its affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 692,605 shares of
common stock of Roomstore, Inc., representing 7.09% of the shares
outstanding.  A copy of the filing is available for free at:

                       http://is.gd/nLMTSG

                       About RoomStore, Inc.

With more than $300 million in net sales for its fiscal year
ending 2010, Richmond, Virginia-based RoomStore, Inc., was one of
the 30 largest furniture retailers in the United States.
RoomStore also offers its home furnishings through Furniture.com,
a provider of Internet-based sales opportunities for regional
furniture retailers.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  At the time of the filing, the Company operated a chain
of 64 retail furniture stores, including both large-format stores
and clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also had five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 80 mattress stores (as of Nov. 30, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the MDG stake after MDG's second bankruptcy in
2008.  MDG sought Chapter 11 relief on Sept. 10, 2008 (Bankr. D.
Md. Case Nos. 08-21642 and 08-21644). It filed the first Chapter
11 bankruptcy on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330),
and emerged on March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC serve as the Debtor's bankruptcy
counsel.  Kaplan & Frank, PLC, serves as local counsel.  FTI
Consulting, Inc., serves as the Debtor's financial advisors and
consultants. American Legal Claims Services, LLC, serves as its
notice and claims agent. Lucy L. Thomson of Alexandria, Virginia,
was appointed as consumer privacy ombudsman.

RoomStore filed a plan of liquidation in June 2012 that provides
for the sale of inventory and remaining assets to generate
sufficient cash to pay secured and unsecured creditors in full.

RoomStore's balance sheet at Nov. 30, 2011, showed $59.57 million
in total assets, $57.75 million in total liabilities, and
stockholders' equity of $1.82 million. The Debtor disclosed
$44,624,007 in assets and $34,746,919 in liabilities as of the
Chapter 11 filing. The petition was signed by Stephen Girodano,
president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.  The Creditors
Committee tapped Hunton & Williams LLP as its counsel.


ROTHSTEIN ROSENFELDT: TD Bank Inks $41M Deal to End Fraud Claims
----------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that TD Bank NA and
Emess Capital LLC have reached a $41 million settlement agreement
finally resolving allegations raised in 2010 that the bank
committed fraud and perpetuated a money laundering conspiracy in
coordination with Scott W. Rothstein's Ponzi scheme, according to
documents unsealed Tuesday in Florida bankruptcy court.

The report related that TD Bank and Emess, the largest secured
creditor in Rothstein's Ponzi scheme, agreed to the settlement in
September, but the terms of the agreement were made public Tuesday
with an order by the Bankruptcy Judge.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case filed a bankruptcy plan and disclosure statement on Aug. 17.
The plan was filed and signed by the Committee attorney, Michael
Goldberg of Akerman Senterfitt, and not by the court-appointed
trustee Herbert Stettin.  The plan calls for the creation of a
liquidating trust and four classes of claimants.  A date for
confirmation of the plan was left blank.


RTL-WESTCAN: S&P Revises Outlook to Positive & Affirms 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Edmonton, Alta.-based RTL-Westcan Limited Partnership (RTL) to
positive from stable.  At the same time, Standard & Poor's
affirmed all the ratings on the company, including its 'B+' long-
term corporate credit rating.

"We base the outlook revision on the delevering RTL has achieved
in the past two years, where leverage has fallen to about 3x and
could be sustained should the company maintain volumes and its
current level of operating efficiency," said Standard & Poor's
credit analyst Jamie Koutsoukis.

The ratings on RTL reflect what Standard & Poor's views as the
company's weak business risk profile and aggressive financial risk
profile.  The company participates in the fragmented, highly
competitive, and cyclical trucking industry; serves a specific
market with limited geographic diversity; and has private equity
ownership.  Providing some offset to these factors, S&P believes,
are RTL's strong market position as the largest niche bulk
commodity hauler in western Canada, strong working relationships
with its customers, and favorable operating margins compared with
other trucking companies.

RTL is one of the largest niche commodity haulers in western
Canada and a major Alberta-Northwest Territories
transportation/infrastructure company.  It specializes in dry and
liquid bulk transportation, freight hauling, and construction
services.  The hauling division accounts for the majority of RTL's
revenue.

The positive outlook reflects S&P's expectation that operating
performance and cash flow generation in 2013, combined with the
debt reduction achieved in 2012, will result in the company's
credit metrics improving to a level consistent with a significant
financial risk profile.  S&P believes RTL will increase both
revenues and EBITDA resulting in leverage of about 3x and funds
from operations to debt of about 20%.  Should the company
demonstrate its ability to sustain EBITDA and cash flow at levels
that maintain these metrics, an upgrade is likely.

Alternatively, S&P could revise the outlook back to stable if
operating performance declines, thereby leading to adjusted debt
to EBITDA weakening to more than 3x.


SANDRIDGE ENERGY: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' long-
term corporate credit rating on Oklahoma City-based SandRidge
Energy Inc.  The outlook is stable.

At the same time, S&P lowered the recovery rating on the company's
$4.3 billion of senior unsecured notes to '5' from '4'.  As a
result of this action, S&P lowered the issue ratings to 'B-' (one
notch lower than the corporate credit rating) from 'B' and removed
the ratings from CreditWatch with negative implications, where
they were placed Dec. 21, 2012.  The '5' recovery rating indicates
S&P's expectation of modest (10% to 30%) recovery for lenders in
the event of a default.

The rating action follows the announcement that SandRidge closed
on the sale of its Permian Basin properties for approximately
$2.6 billion.  "The transaction materially reduces the company's
reserves and production and increases its geographic concentration
in the Mid-Continent Mississippian play and Gulf of Mexico shelf,"
said Standard & Poor's credit analyst Ben Tsocanos.  "Sale
proceeds, which we view as reflecting a relatively high valuation,
also provide substantial cash that is used to reduce outstanding
debt by approximately $1.1 billion and fund development of its
very sizable Mississippian acreage position."  The company's
interest in the Permian Basin Royalty Trust is unchanged following
the sale.

The ratings on SandRidge reflect Standard & Poor's assessment of
the company's "weak" business risk profile and "highly leveraged"
financial risk profile.  S&P bases this assessment on what it
deems to be an aggressive growth strategy and financial policies--
with capital spending well in excess of internally generated cash
flow.  Somewhat offsetting this, the ratings also reflect the
company's focus on increasing production of oil versus natural
gas, reflecting the weak near-term natural gas prices.

TPG-Axon, a shareholder in SandRidge, is currently pursuing a
consent solicitation in order to remove the company's board of
directors and replace management.  S&P's ratings on SandRidge do
not currently incorporate a view on the likely outcome the vote,
which S&P expects to occur by the end of the first quarter.

The stable outlook reflects S&P's expectation that SandRidge will
continue to aggressively grow its asset base while not materially
increasing leverage beyond current levels.  S&P would consider
lowering the rating if the company becomes more aggressive in
financing its growth with debt, such that debt to EBITDA increases
to more than 5.5x, without a clear view to deleveraging.  S&P
would consider raising the rating if the company is able to reduce
and maintain adjusted total debt to EBITDA to the low-4x area.


SCHOOL SPECIALTY: Creditors Have Until April 1 to File Claims
-------------------------------------------------------------
All persons and entities, except governmental units, holding or
wishing to assert a claim prior to the Petition Date, including
any claim pursuant to Section 503(b)(9) of the Bankruptcy Code,
against School Specialty, Inc., et al., must file a proof of claim
on or before April 1, 2013, 5:00 p.m. (prevailing Pacific Time).

All governmental units holding claims against the Debtors that
arose or are deemed to have arisen prior to the Petition Date must
file proofs of claim by July 29, 2013, at 5:00 p.m. (prevailing
Pacific Time).

                      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.


SCHOOL SPECIALTY: Replacement Financing Approved
------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved,
on an interim basis, School Specialty's motion to obtain
replacement D.I.P. financing from US Bank National Association,
and, on a final basis, the Debtors' original motion to receive
D.I.P. financing from Bayside Capital.

As previously reported, the motion asserts that with this
replacement financing "...the Debtors will be able to continue to
stabilize their operations, to finance their Chapter 11 Cases, to
consider sale options on a less expedited time frame and have the
ability to pay numerous prepetition unsecured claims, including
employee obligations, priority vendor and supplier claims,
including section 503(b)(9) claims, customer obligations, and
various tax claims," BankruptcyData further related.

                      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.


SEARS HOLDINGS: Incurs $617 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Sears Holdings Corporation reported a net loss of $617 million on
$12.26 billion of merchandise sales and services for the quarter
ended Feb. 2, 2013, as compared with a net loss of $2.40 billion
on $12.48 billion of merchandise sales and services for the
quarter ended Jan. 28, 2012.

For the year ended Feb. 2, 2013, the Company incurred a net loss
of $1.05 billion on $39.85 billion of merchandise sales and
services, as compared with a net loss of $3.14 billion on $41.56
billion of merchandise sales and services for the year ended
Jan. 28, 2012.

The Company's balance sheet at Feb. 2, 2013, showed $19.34 billion
in total assets, $16.16 billion in total liabilities and $3.17
billion in total equity.

"Sears Holdings made progress in 2012 improving the profitability
of our business, but we know there's more work to be done in
2013," said Edward S. Lampert, Sears Holdings' Chairman and Chief
Executive Officer.  "Our focus continues to be on our core
customers, our Members, and finding ways to provide them value and
convenience, through Integrated Retail and our SHOP YOUR WAY
Membership platform.  We have invested significantly in our online
ecommerce platforms, our Membership rewards program and the
technology needed to support these initiatives."

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

                        http://is.gd/QaFanm

                           About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SEARS HOLDINGS: Baker Street Holds 6.7% Equity Stake at Feb. 19
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Baker Street Capital L.P. and its affiliates disclosed
that, as of Feb. 19, 2013, they beneficially own 7,183,152 shares
of common stock of Sears Holdings Corporation representing 6.7% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/3N8kpn

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

For the year ended Feb. 2, 2013, the Company incurred a net loss
of $1.05 billion on $39.85 billion of merchandise sales and
services, as compared with a net loss of $3.14 billion on $41.56
billion of merchandise sales and services for the year ended
Jan. 28, 2012.

The Company's balance sheet at Feb. 2, 2013, showed $19.34 billion
in total assets, $16.16 billion in total liabilities and $3.17
billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SEDONA DEVELOPMENT: To Obtain $300,000 Loan to Improve Golf Course
------------------------------------------------------------------
Debtors Sedona Development Partners, LLC, and The Club at Seven
Canyons, LLC, ask authority from the U.S. Bankruptcy Court for the
District of Arizona to obtain special purpose financing for
$300,000 from Specialty Trust Inc., to fund the improvement of the
golf course, equipment and related facilities necessary to be
successful in the upcoming season.

According to the Debtors, in order for the repairs and
improvements to be completed for the upcoming season, it is
necessary to commence the improvements prior to confirmation of
the Joint Plan of the Debtors and Specialty Mortgage Corp. dated
January 18, 2013, and the Effective Date.

The financing is to be secured by a priming lien, in first
position, on the Seven Canyons Golf Course (Tract L) and by a
first lien upon the Golf Advance Account to be created with the
financing.

The financing has an interest rate of 9% per annum.  Interest will
accrue and will not be payable while Tract L is subject to these
bankruptcy proceedings.  The Golf Advance will not mature, and no
payments will be due thereunder, until the earlier of (i) the
Effective Date; or (ii) an order of the Bankruptcy Court lifting
the automatic stay as to the Golf Advance Account and/or Tract L.

A hearing on the Debtors' request is set for March 5, 2013, at
11:00 AM.

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.

A Sept. 4 hearing has been set to consider approval of the
disclosure statements explaining the competing plans for debtors
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC.  One plan was filed by Specialty Mortgage and the second was
filed by the Debtors.


SHAMROCK-HOSTMARK: March 6 Hearing on Exclusivity Extensions
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until March 6, 2013, at 10:30 a.m., the hearing to
consider Shamrock-Hostmark Princeton Hotel, LLC's request for a
second extension of its exclusive period to propose a Chapter 11
plan.

The Debtor is seeking an extension of the plan proposal period
until April 1, and the solicitation period until May 31, 2013,
respectively.

The Debtor explained that it needed additional time to select an
equity source, negotiate the terms of a reorganization plan and
prepare and file a plan and disclosure statement.

At the hearing, the Court will also consider the objection filed
by senior secured lender General Electric Capital Corporation.  GE
Capital stated that the Debtor made little discernible progress on
its plan efforts since filing its first motion, and did not
explain why it has accomplished so little during the last months.
GE Capital also noted that at the time of filing the first
exclusivity motion, The Plascencia Group, Inc. had confidentiality
agreements in place with 18 potential investors.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at Perkins
Coie LLP, in Chicago, Illinois.


SMF ENERGY: Three-Member Oversight Committee Formed
---------------------------------------------------
SMF Energy Corporation's Amended Joint Plan of Liquidation, dated
Oct. 16, 2012, as modified became effective.  On the Plan's
effective date an oversight committee was formed, which consists
of three members selected by the unsecured creditors' committee.

The Oversight Committee comprises:

      1. Raymond Fedorak, senior analyst*
         Dupont Pension Trust
         One Righter Parkway, Suite 3200
         Wilmington, DE 19803
         Tel: (302) 477-6049
         Fax: (302) 477-6564
         E-mail: r.fedorak@usa.dupont.com

      2. Michael Armstrong, Esq., senior counsel
         Chevron Products Company, a Division of Chevron
           U.S.A., Inc.
        6001 Bollinger Canyon Road, Room T2084
        Sam Ramon, CA 94583
        Tel: (925) 842-8747
        E-mails: arms@chevron.com
                 bamron@bastamron.com

      3. Peter J. Sullivan, president
         PDS Enterprises, LLC d/b/a Sullivan's Advanced
           Fleet Service
         22502 Loop 494
         Kingwood, TX 77339
         Tel: (281) 318-4414
         Fax: (281) 569-2761
         E-mail: pete@carcpr.com

  * Chairperson of the committee

Counsel to the Oversight Committee is:

         Robert P. Charbonneau, Esq.
         Elan A. Gershoni, Esq.
         EHRENSTEIN CHARBONNEAU CALDERIN
         501 Brickell Key Drive, Suite 300
         Miami, FL 33131
         Tel: (305) 722-2002
         Fax: (305) 722-2001
         E-mail: rpc@ecclegal.com
                  eag@ecclegal.com

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.  SMF Energy disclosed
$16,387,456 in assets and $31,160,009 in liabilities as of the
Chapter 11 filing.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  Bayshore Partners, LLC,
serves as their investment banker.  The petition was signed by
Soneet R. Kapila, the CRO.

The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.  Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represent the creditors.

The Debtors entered into an agreement for Sun Coast Resources to
acquire assets associated with the Debtors' business in their
various operating locations in the State of Texas for $4 million,
absent higher and better offers.  The Texas assets yielded no
competing bids from other parties.  Competing bids were submitted
with respect to the assets and vehicle outside Texas, under which
Sun Coast was also the stalking horse bidder with a total offer of
$5 million.  The auction raised the value of the assets by $1.75
million.  The sales, which closed in June, generated $10.75
million.

The Debtors filed a Plan of liquidation.  Wells Fargo Bank N.A.,
the secured lender, has been partly paid from the sale proceeds,
pursuant to the cash collateral order.  Holders of unsecured
claims estimated to total $5.7 million will recover up to 70%.
Each holder of an unsecured claim not more than $1,000 or who
elect to reduce the claim to $1,000 will recover 100% in cash
on the effective date. Holders of equity interests will only
receive distributions after claimants are paid in full.


SORENSON COMMUNICATIONS: S&P Retains 'B-' Rating After Refinancing
------------------------------------------------------------------
Standard & Poor's Ratings Services' preliminary corporate credit
rating on Salt Lake City, Utah-based Sorenson Communications Inc.
remained unchanged at 'B-' after the company's plan to refinance
its $495 million term loan due August 2013.  The outlook is
stable.

At the same time, S&P assigned the company's proposed $25 million
first-out revolving credit facility due October 2014 a preliminary
'B+' issue-level rating with a preliminary recovery rating of '1',
indicating S&P's expectation for very high (90%-100%) recovery for
lenders in the event of a payment default.

In addition, S&P assigned the company's $500 million first-lien
term loan due October 2014 a preliminary 'B-' issue-level rating
with a preliminary recovery rating of '3' (50%-70% recovery
expectation).  The company will use proceeds from this term loan
to repay in full the existing $495 million term loan due August
2013.

The refinancing of the term loan pushes out the 2013 maturity for
14 months, which gives the company more time to finalize a longer-
term refinancing plan to address its 2014 and 2015 maturities,
which represent virtually all of the company's debt.

The preliminary 'B-' corporate credit rating and stable outlook on
Sorenson, a provider of video relay telecom services (VRS) for the
hearing impaired, reflect S&P's expectation that despite the
company's high debt leverage, it will generate positive
discretionary cash flow and maintain adequate liquidity over
the next 12 to 18 months.

S&P's rating incorporates uncertainty surrounding the possibility
that the FCC adopts a final VRS reimbursement rate lower than the
interim reimbursement rate of $5.07 per minute, an 18.8% reduction
from the previous rate of $6.24.  Under the interim rate
structure, and taking into account the company's recent cost cuts
and growth in its new Caption Call business, S&P believes the
company should continue to generate positive discretionary cash
flow and maintain interest coverage in excess of 1.5x.  However,
the new FCC rules affecting customer acquisition, customer
certification of hearing impairment, and hardware programming
highlights Caption Call's exposure to regulatory changes.  S&P
sees the risk of increased scrutiny of Caption Call in a manner
that could limit profitability potential.

Sorenson provides video relay services that facilitate telephone
communication for deaf and hard-of-hearing persons in the U.S.
The company has entered the mature phase of its growth cycle due
to high penetration levels in the serviceable market.  This trend
suggests that high-quality VRS is widely available within the deaf
community and that new pockets of underserved customers may be
more difficult to find. Additionally, the niche market for VRS
services is getting more competitive as interim rates are higher
for smaller competitors.  The Caption Call business, a new service
for the hard-of-hearing, is currently experiencing high growth,
but there is uncertainty regarding the sustainability of current
adoption rates as well as the potential for an increase in future
competition.


SPIRIT REALTY: Incurs $5.2 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Spirit Realty Capital, Inc., reported a net loss attributable to
common stockholders of $5.24 million on $72.56 million of total
revenues for the quarter ended Dec. 31, 2012, as compared with a
net loss attributable to common stockholders of $18.31 million on
$68.83 million of total revenues for the same period during the
prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
attributable to common stockholders of $76.29 million on $282.70
million of total revenues, as compared with a net loss
attributable to common stockholders of $63.87 million on $272.69
million of total revenues during the previous year.

The Company's balance sheet at Dec. 31, 2012, showed $3.24 billion
in total assets, $1.99 billion in total liabilities and $1.25
billion in total stockholders' equity.

Mr. Thomas H. Nolan, Jr., Chairman and chief executive officer of
Spirit Realty, stated, "We are pleased with our results in our
first full quarter as a public company, and we are even more
excited about the potential to significantly advance the Company's
strategic objectives and continue to deliver sustainable returns
to our shareholders through our proposed merger with CCPT II.  The
combination of the companies will provide strategic
diversification, enhance the credit quality of our tenancy, and
provide us increased size and scale.  The outlook for the triple-
net industry is promising and we are well-positioned to capitalize
on the market opportunities. We look forward to the coming year as
we continue to build on our core strengths and complete our merger
with CCPT II."

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

                        http://is.gd/10CUd7

                        About Spirit Realty

Spirit Finance Corporation (now known as Spirit Realty Capital,
Inc.) headquartered in Phoenix, Arizona, is a REIT that acquires
single-tenant, operationally essential real estate throughout
United States to be leased on a long-term, triple-net basis to
retail, distribution and service-oriented companies.

                           *     *     *

As reported by the TCR on Jan. 30, 2013, Standard & Poor's Ratings
Services placed its 'B' corporate credit rating on Spirit Realty
Capital Inc. (Spirit) on CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that Spirit
will merge with Cole Credit Property Trust II (unrated), a
nontraded REIT, in a stock-for-stock exchange," said credit
analyst Elizabeth Campbell.  "The merged company, which will
retain the name Spirit, will become the second-largest publicly
traded triple-net-lease REIT in the U.S. with a pro forma
enterprise value of approximately $7.1 billion."

In the Sept. 15, 2011, edition of the TCR, Moody's Investors
Service affirmed the corporate family rating of Spirit Finance
Corporation at Caa1.

"This rating action reflects Spirit's consistent compliance with
its term loan covenants throughout the downturn (despite
relatively thin cushion at certain times), as well as the recent
debt paydown which, in Moody's view, will help Spirit remain in
compliance within the stated covenant limits going forward."


STAMP FARMS: Court Denies Appointment of Chapter 11 Trustee
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
last month entered an order denying the motion to appoint a
Chapter 11 trustee for Stamp Farms, L.L.C., et al.

The U.S. Trustee sought appointment of a Chapter 11 trustee.  The
Official Committee of Unsecured Creditors opposed.

The Committee disagreed with the U.S. Trustee's assertion that
"[a]ppointment of an independent trustee is necessary to gain
control over [the] Debtors' farming operations and the confidence
of all creditors moving forward ... [or to] assess the past and
ongoing treatment of non-debtor related entities and make
determinations on the progress and ultimate goals for these
Chapter 11 cases."

The Creditors' Committee said that, with the assistance of
forensic examiners funded by Wells Fargo Bank, it is investigating
prepetition transfers and possible outright fraud, and is in the
process of contacting approximately 40 parties-of-interest to
schedule their imminent Rule 2004 examinations.

                      U.S. Trustee's Motion

Michelle M. Wilson, Esq., representing the U.S. Trustee, claimed
that appointment of a Chapter 11 trustee would be in the best
interests of the estates.  She pointed out that Michael Stamp
remains the sole member of Stamp Farms, Stamp Farms Trucking and
Stamp Farms Custom AG, and Melissa Stamp remains the sole member
of Royal Star Farms.  On the eve of the filing of these petitions,
the Stamps purportedly conveyed their voting authority to O'Keefe.
It appears that Michael Stamp engaged in significant fraud, self-
dealing and mismanagement.

Ms. Wilson noted that O'Keefe & Associates has not sought court
approval for its employment as the Debtors' chief restructuring
officer.  She argued that the Debtors lack any real or effective
management structure.  O'Keefe essentially has carte blanche (at
least for the next five months) to operate the businesses without
any corporate oversight by an active board or active managing
member.

                        Employment of O'Keefe

The Debtors explained that on Nov. 6, 2012, they 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.

                         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.




T3 MOTION: Board Appoints Entrepreneur/Inventor as New CEO
----------------------------------------------------------
T3 Motion, Inc., announced that Rod Keller has tendered his
resignation as Chief Executive Officer.  The Board of Directors
has named William Tsumpes, a member of the T3 Motion Board of
Directors, as the company's new Chief Executive Officer.  Both
changes are effective immediately.

The Company and Mr. Tsumpes have not entered into a formal
employment agreement wherein Mr. Tsumpes will earn an annual
salary of $52,000.

Mr. Tsumpes has a lengthy and highly successful track record in
the Automotive, Entertainment, Location Based Services and the
Professional Security industries, with decades of experience
building companies from the ground up and building markets both
domestically and internationally.  Mr. Tsumpes was a pioneer in
the development of Location Based Services throughout the
Automotive and Finance Industries.  Mr. Tsumpes is also an
internationally recognized inventor with numerous U.S. Patents
issued in the fields of Security Automation and Notification
technologies which today are in use with such companies as
Alarm.com and GE Security.  Prior to joining the T3 Motion Board
of Directors in 2012, Mr. Tsumpes served as CEO/Founder at AirNET
Data Corporation as well as Seaguard Electronics.  In these roles,
Mr. Tsumpes provided technology, manufacturing and services to
companies such as Audiovox, Code Systems, BOSCH, Liberty Mutual
and others including end-to-end management of product development,
distribution, supply chain, sales activities, service and support
in all markets and countries.

"I would like to personally thank Rod Keller for his many
contributions to T3 Motion, and wish him all the best for the
future.  With a solid sales and distribution framework now in
place, T3 is on track to achieve triple digit revenue growth with
a goal of reaching profitability by mid 2013," William Tsumpes
stated.  "As we chart this new and exciting course my primary
objectives are to greatly improve our bottom line performance
based upon increased productivity and efficiencies as well as near
term double digit cost reductions in our manufacturing and
operating costs.  I am proud to have this opportunity to pick up
where Rod has left off to grow the business across our core market
segments. Going forward, T3 Motion will continue to aggressively
focus on driving our top growth initiatives, increasing our
product offerings and capabilities, and increasing shareholder
value."

Keller, who joined the Company in April 2012, tendered his
resignation to the Board citing personal reasons.

"It is with a heavy heart that I have decided to leave T3 Motion,"
stated Keller.  "I am enormously proud of all we have accomplished
together since April, and I have every confidence in the direction
that the new management team is taking T3 Motion.  With William at
the helm, I know this company will continue to increase brand
presence and command new heights in the market space."

                           About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $2.81
million in total assets, $4.48 million in total liabilities, and a
$1.66 million total stockholders' deficit.

                         Bankruptcy Warning

"Our principal capital requirements are to fund our working
capital requirements, invest in capital equipment, to make debt
service payments and the continued costs of public company filing
requirements.  We have historically funded our operations through
debt and equity financings, and the Company will require
additional debt or equity financing in the future to maintain
operations.  The Company cannot make any assurances that
additional financings will be completed on a timely basis, on
acceptable terms or at all.  If the Company is unable to complete
a debt or equity offering, or otherwise obtain sufficient
financing when and if needed, it would negatively impact our
business and operations, which could cause the price of our common
stock to decline.  It could also lead to the reduction or
suspension of our operations and ultimately force us to go out of
business.  Currently, the Company does not have sufficient cash to
pay its current obligations including but not limited to payroll
for its employees.  If the Company does not succeed in raising
additional outside capital in the short term, the Company will be
forced to seek strategic alternatives which could include
bankruptcy or reorganization," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


TELECONNECT INC: Incurs $1.1 Million Net Loss in Dec. 31 Quarter
----------------------------------------------------------------
Teleconnect Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.09 million on $205,336 of sales for the three months ended
Dec. 31, 2012, as compared with a net loss of $1.23 million on
$19,385 of sales for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $6.11 million
in total assets, $11.74 million in total liabilities, all current,
and a $5.63 million total stockholders' deficit.

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

                        http://is.gd/jPrEd7

Teleconnect Inc., headquartered in Breda, The Netherlands, was
incorporated under the laws of the State of Florida on Nov. 23,
1998.

With its ownership in Hollandsche Exploitatie Maatschappij BV
(HEM), a Dutch entity established in 2007, the Company's main
activities are the manufacturing, sales and lease of age
validation equipment and the performance of age validation.  The
Company also sells and maintains vending solutions (through
Mediawizz, The Netherlands), is involved in the broadcasting of
in-store commercial messages using the age validation equipment
between age checks (through HEM), and plans to develop market
survey activities in the future (through Giga Matrix, The
Netherlands).

Coulter & Justus, P.C., in Knoxville, Tennessee, expressed
substantial doubt about Teleconnect's ability to continue as a
going concern following the financial results for the yar ended
Sept. 30, 2012.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency in addition to a working capital deficiency.

The Company reported a net loss of $3.9 million on $143,910 of
sales in fiscal 2012, compared with a net loss of $3.3 million on
$112,722 of sales in fiscal 2011.


THERAPEUTICSMD INC: Wellington Holds 7% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that, as of Dec. 31, 2012, it beneficially owns 7,386,893 shares
of common stock of TherapeuticsMD, Inc., representing 7.4% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/rd5NTk

                       About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.

The Company's balance sheet at Sept. 30, 2012, showed $3.51
million in total assets, $7.84 million in total liabilities and a
$4.33 million total stockholders' deficit.


THERAPEUTICSMD INC: FMR LLC Discloses 9% 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 9,128,507 shares of common
stock of TherapeuticsMD Inc. representing 9.148% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/z4a6gm

                        About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.

The Company's balance sheet at Sept. 30, 2012, showed $3.51
million in total assets, $7.84 million in total liabilities and a
$4.33 million total stockholders' deficit.


TITAN PHARMACEUTICALS: FDA Committee to Review Probuphine
---------------------------------------------------------
Titan Pharmaceuticals, Inc., announced that the
Psychopharmacologic Drugs Advisory Committee (PDAC) of the U.S.
Food and Drug Administration (FDA) is scheduled to review the
Company's New Drug Application (NDA) for Probuphine(R) for the
maintenance treatment of adult patients with opioid dependence on
March 21, 2013.

Titan submitted the NDA for the maintenance treatment of opioid
dependence in adult patients in October 2012 under Section
505(b)(2) of the Food, Drug and Cosmetic Act and referenced the
approved sublingual tablet formulations of buprenorphine.  On Jan.
2, 2013, Titan announced that the FDA had accepted the Probuphine
NDA for review and granted Priority Review designation.  The
target PDUFA date for the FDA to complete its review of the
Probuphine NDA is April 30, 2013.

                          About Probuphine

Probuphine is an investigational subdermal implant capable of
delivering continuous and persistent, around the clock blood
levels of buprenorphine for six months following a single
treatment, simplifying patient compliance and retention.
Buprenorphine, an approved agent for the treatment of opioid
dependence, is currently available in the form of daily dosed
sublingual tablets and film formulations, with reported 2011 sales
of $1.3 billion in the United States.

Probuphine was developed using ProNeuraTM, Titan's continuous drug
delivery system that consists of a small, solid implant made from
a mixture of ethylene-vinyl acetate (EVA) and a drug substance.
The resulting construct is a solid matrix that is placed
subdermally, normally in the upper arm in a simple office
procedure, and removed in a similar manner at the end of the
treatment period.  The drug substance is released slowly and
continuously through the process of dissolution resulting in a
steady rate of release similar to intravenous administration.

The efficacy and safety of Probuphine has been studied in several
clinical trials, including a 163-patient, placebo-controlled study
that demonstrated clinically meaningful and statistically
significant treatment benefits with Probuphine over a 24-week
period (published in the Journal of the American Medical
Association (JAMA)), and a confirmatory study of 287 patients that
showed statistically significant improvement in efficacy versus
placebo, and non-inferiority with a currently marketed sublingual
formulation of buprenorphine.  Results of the confirmatory study
were announced in July 2011.  Probuphine was well-tolerated in all
clinical studies, including in two open label safety studies that
provided treatment with Probuphine for an additional six months to
patients who completed the six-month controlled study.

                    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.


TRANSGENOMIC INC: K. Douglas Discloses 9% 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 8,514,812 shares
of common stock of Transgenomic, Inc., representing 9.7% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/8yr5ax

                        About Transgenomic

Transgenomic, Inc. (www.transgenomic.com) is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company's balance sheet at Sept. 30, 2012, showed $42.88
million in total assets, $20.31 million in total liabilities and
$22.57 million in total stockholders' equity.


TRANSGENOMIC INC: FMR LLC Discloses 6% Equity Stake at Feb. 13
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commision on Feb. 13, 2013, FMR LLC and Edward C. Johnson 3d
disclosed that they beneficially own 5,087,982 shares of common
stock of Transgenomic Inc. representing 6.956% of the shares
outstanding.  A copy of the filing is available at:

                         http://is.gd/5GyMVJ

                         About Transgenomic

Transgenomic, Inc. (www.transgenomic.com) is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company's balance sheet at Sept. 30, 2012, showed $42.88
million in total assets, $20.31 million in total liabilities and
$22.57 million in total stockholders' equity.


TRONOX LTD: S&P Retains 'BB-' Rating on Unit's $900MM Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BBB-'
issue rating and '1' recovery rating to the $1.3 billion term loan
issued by Tronox Ltd. subsidiary, Tronox Pigments (Netherlands)
BV.  The '1' recovery rating indicates our expectation for a very
high (90%-100%) recovery in the event of a payment default.  The
'BB-' issue rating and '5' recovery rating on Tronox Finance LLC's
existing $900 million senior notes remain unchanged.

At the same time, S&P affirmed its 'BB' corporate credit rating on
Tronox Ltd.  The outlook is stable.

"The ratings on Tronox reflect the company's focus on the cyclical
TiO2 market, the potential for depressed credit metrics in 2013,
and exposure to demand variations that reflect economic growth in
key markets," said Standard & Poor's credit analyst Seamus Ryan.

The ratings also reflect the company's good geographic diversity,
its position as the only fully vertically integrated global TiO2
producer, and S&P's expectation that improving industry conditions
should support operating performance and cash flow over the next
year.  S&P characterizes Tronox's business risk profile as "fair"
and its financial risk profile as "significant".

"The stable outlook reflects our expectation that Tronox's
substantial cash balance and continuing cash flows will support
the company's significant financial risk profile despite an
increase in debt as a result of this transaction.  We expect
management will use this cash balance to fund strategic growth
opportunities rather than further share buybacks or a special
dividend," S&P said.

"We could lower the ratings if Tronox meaningfully increases the
size of its proposed term loan, or if it does not use the proceeds
to fund strategic growth or reduce outstanding debt.  We could
also lower ratings if volumes continue to decline over the next
year and lead to continued pressure on EBITDA margins. In this
scenario, we would expect revenue to decline and EBITDA margins to
drop to less than 10% over the next year, with no near-term
prospects for improvement. At this point, FFO to debt could remain
below 20% beyond 2014," S&P added.

While less likely, S&P could raise the ratings modestly if demand
volume rebounds strongly and the company can resume double-digit
annual TiO2 selling price increases.  In this scenario, EBITDA
margins could rebound to greater than 30% and FFO to debt would
approach 40% on a sustainable basis.


VERENIUM CORP: Appoints Holger Liepmann to Board of Directors
-------------------------------------------------------------
Verenium Corporation said that Michael Zak will be leaving its
Board of Directors effective March 31, 2013, and that Holger
Liepmann will be appointed to its Board of Directors, also
effective March 31, 2013.

"I am pleased to welcome Holger to Verenium's Board of Directors,
as his extensive global operations experience, which included very
successful product launches in the pharmaceutical, hospital and
nutritional arena, will prove especially important as we focus on
growing our commercial business and further diversifying our
product portfolio," said Dr. James Cavanaugh, Chairman of the
Board of Verenium.  "I'd also like to thank Michael Zak for his
many years of service to Verenium."

Mr. Liepmann retired two years ago from Abbott Laboratories, a
leading global health care company, where he spent 25 years in
various positions gaining progressively greater responsibilities
in the company throughout his career.  Most recently, he served as
Executive Vice President of Global Nutrition where he was
responsible for all facets of the company's second largest
business with sales exceeding $5.5 billion.  In this role, Mr.
Liepmann helped the Global Nutrition group grow market share
globally, including becoming the market leader in the U.S. and
significantly expanding international sales.  Prior to that, he
served as Executive Vice President of Abbott's Pharmaceutical
Products Group, Senior Vice President of International Operations
of the company's ex-U.S. pharmaceutical and nutritional
operations, and several other positions with Abbott International,
based in various parts of the world.

Mr. Liepmann earned a bachelor's degree in Psychology from
Dartmouth College and a Masters in Business Administration from
Stanford University.

Following his appointment, Mr. Liepmann will receive the same
compensation for his service on the Company's Board of Directors
that the Company provides to its other non-employee directors,
namely, an annual retainer of $25,000 and a fee of $1,500 per
Board of Director meeting attended.

                        About Verenium Corp

San Diego, Calif.-based Verenium Corporation is an industrial
biotechnology company that develops and commercializes high
performance enzymes for a broad array of industrial processes to
enable higher productivity, lower costs, and improved
environmental outcomes.  The Company operates in one business
segment with four main product lines: animal health and nutrition,
grain processing, oilfield services and other industrial
processes.

The Company's balance sheet at Sept. 30, 2012, showed $48 million
in total assets, $14.44 million in total liabilities and $33.55
million in total stockholders' equity.

                          Bankruptcy Warning

"Based on our current cash resources and 2012 operating plan, our
existing cash resources may not be sufficient to meet the cash
requirements to fund our planned operating expenses, capital
expenditures and working capital requirements beyond 2012 without
additional sources of cash.  If we are unable to raise additional
capital, we will need to defer, reduce or eliminate significant
planned expenditures, restructure or significantly curtail our
operations, sell some or all our assets, file for bankruptcy or
cease operations," the Company said in its quarterly report for
the period ended Sept. 30, 2012.

                           Going Concern

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Verenium's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses, has a working capital deficit
of $637,000 and has an accumulated deficit of $600.8 million at
Dec. 31, 2011.


VERMILLION INC: 3 Executives Each Gets $134,000 Bonus
-----------------------------------------------------
Vermillion, Inc., approved a $134,268 bonus payout to each of
Donald Munroe, William Creech and Eric Schoen.  The amounts
represent approximately 56% of the aggregate target bonus for
those executives.

Name                 Title                     Bonus for 2012
------------      ---------------              --------------
Donald Munroe     CSO and VP of R&D              $65,760  
William Creech    VP, Sales and Marketing        $34,263  
Eric Schoen       Chief Accounting Officer       $34,245  

                        About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

After auditing the Company's results for 2011,
PricewaterhouseCoopers LLP, in Austin, Texas, expressed
substantial doubt about Vermillion, Inc.'s ability to continue as
a going concern.  The independent auditors noted that the Company
has incurred recurring losses and negative cash flows from
operations and has debt outstanding due and payable in October
2012.

The Company reported a net loss of $17.8 million in 2011, compared
with a net loss of $19.0 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.9 million in total assets, $11.5 million in total liabilities,
and stockholders' equity of $5.4 million.


VIGGLE INC: CEO & Chairman Holds 75% Equity Stake at Feb. 12
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Robert F.X. Sillerman disclosed that, as of Feb. 12,
2013, he beneficially owns 62,306,910 shares of common stock of
Viggle Inc. representing 75.4% of the shares outstanding.   Mr.
Sillerman is the Executive Chairman and Chief Executive Officer of
the Company.  A copy of the filing is available for free at:

                        http://is.gd/vQqG0P

                            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.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

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.


WINDSOR FINANCING: S&P Assigns 'BB+' Rating to $246MM Secured Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
rating to Windsor Financing LLC's $246 million senior secured term
loan B due October 2017.  S&P also assigned its '1' recovery
rating to the loan.  Windsor will use proceeds from the notes to
repay its 2006 senior and subordinated debt, among other uses.
The outlook is stable.

S&P's ratings reflect the project's contracted cash flows and
adequate coverage ratios throughout the loan tenor.  Until 2017,
the project faces fuel basis risk, which represents the primary
operating risk, in S&P's opinion.  After that period, new power
purchase agreements (PPA) will come into effect where this risk is
mitigated.  The project also has some refinancing risk, but S&P
considers it to be manageable.  Also, with three coal plants,
Windsor could be exposed to future environmental legislation.

"The stable outlook on the debt reflects our view that contractual
revenues will comfortably cover debt service throughout the debt
tenor and allow for only moderate refinancing risk at maturity,"
said Standard & Poor's credit analyst Nora Pickens.

S&P could lower the rating if the project's DSCRs were to fall
below 2.0x for a sustained period.  This could occur if new coal
supply and rail transportation contracts in 2013 have prices
significantly higher than the project's compensation from energy
payments or the project has unanticipated operating difficulties.
Because S&P views the Virginia Electric Power PPA period (2012-
2017) to be the most risky period for the project, any upgrade is
unlikely before 2017.


ZOGENIX INC: Unlikely to Receive Zohydro ER NDA OK by Goal Date
---------------------------------------------------------------
Zogenix, Inc., has been informed by the U.S. Food and Drug
Administration that the Company is unlikely to receive an action
letter for its New Drug Application for Zohydro ER (hydrocodone
bitartrate extended-release capsules) by the Prescription Drug
User Fee Act goal date of March 1, 2013.  Under the performance
goals set by the FDA under PDUFA, the agency can miss the
prescribed goal date for approximately 10% of the NDAs that are
submitted each year and still meet the performance goals for
review of priority and standard applications.

The FDA has not provided the Company with information as to the
reason for the possible delay, but has indicated that the delay
would likely be brief and may last only several weeks.  The
Company has not been informed of any deficiencies in the
application during the review process to date.

If approved, Zohydro ER will be classified as a Drug Enforcement
Agency Schedule II drug, making it subject to stricter prescribing
and dispensing rules, compared to the hydrocodone-acetaminophen
combination products, which are classified as Schedule III drugs.
The Schedule II designation recognizes the potential for abuse and
dependence, and is an important measure in the effort to promote
appropriate use and minimize the potential of abuse or diversion
of hydrocodone products.  Zohydro ER will also have a Risk
Evaluation and Mitigation Strategy consistent with the recently
introduced FDA-approved REMS for Extended Release and Long Acting
Opioids.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $91.30
million in total assets, $78.01 million in total liabilities and
$13.28 million in total stockholders' equity.


* Asset Sale Doesn't Kill FDIC's Receiver Powers, 8th Circ. Says
----------------------------------------------------------------
Matthew Heller of BankruptcyLaw360 reported that the Eighth
Circuit ruled Wednesday that the Federal Deposit Insurance Corp.'s
powers as a receiver for failed banks would be unduly restrained
if its protection from injunctive relief did not apply when it
sells an asset to a third party.

The report related that a three-judge panel clarified the scope of
the anti-injunction provisions of the Financial Institutions
Reform, Recovery and Enforcement Act in a case involving a
defaulted $2.5 million loan to a real estate development company.


* Fitch Comments on the Rating Implications of U.S. Fiscal Policy
-----------------------------------------------------------------
Fitch Ratings on Feb. 27, 2013, published an update of its medium-
term economic and fiscal projections for the United States and the
rating implications of fiscal policy choices. The Special Report,
U.S. Medium-Term Fiscal Projections - The Rating Implications of
Fiscal Policy Choices, is available from www.fitchratings.com.

Implementation of the automatic spending cuts - the sequester -
and a government shutdown would not prompt a negative rating
action. But such an outcome would further erode confidence that
timely agreement will be reached on additional deficit reduction
measures necessary to secure the 'AAA' rating. The suspension of
the debt limit until 19 May 2013 has reduced the near-term
pressure on the US 'AAA' rating. Fitch Ratings does not anticipate
a repeat of the debt ceiling crisis of August 2011 but a failure
to raise the debt ceiling in a timely fashion would prompt a
review and likely downgrade of the US sovereign rating.

The USD85 billion of automatic spending cuts in 2013 and USD1.2trn
(including debt service) implied over the next 10 years was an
integral element of the 2011 Budget Control Act, the only
substantive agreement on medium-term deficit reduction. A re-
profiling of the spending cuts would support the economic recovery
but eliminating the sequester without putting in place equivalent
deficit reduction measures would imply higher deficits and debt
than currently projected by Fitch and increase the pressure on the
US sovereign ratings.

The key driver of Fitch's sovereign ratings of the US is the
future path of government deficits and debt. Under Fitch's base-
case economic scenario and unchanged fiscal policies - including
the sequester - federal debt held by the public is set to
stabilise in 2014-2015 before resuming its upward trend in the
latter half of the decade to beyond 80% of GDP. Including the debt
of states and local governments, general government gross debt
(GGGD) is projected to reach 110% of GDP; a level Fitch does not
consider consistent with the US retaining its 'AAA' status.

The global reserve currency status of the US dollar and the
benchmark status of Treasury securities as well as the size,
diversity and relative dynamism of the economy mean that the US
has a higher debt tolerance for a given rating level than any
other sovereign. Nonetheless, such elevated levels of public
indebtedness render the economy and public finances vulnerable to
adverse shocks. Stabilising the 'AAA' rating would thus need to be
underpinned by a reasonable degree of confidence that public debt
will be placed on a downward path in the latter half of the
decade.

Stabilising federal and general government debt below 80% and 110%
of GDP by 2014-2015 is a necessary but not sufficient condition
for securing the 'AAA' rating. Fitch estimates that USD1.6trn of
deficit reduction measures, including debt service savings, on top
of the USD1.2trn of automatic spending cuts (the sequester or its
equivalent) would be sufficient to stabilise federal debt at about
76% of GDP and GGGD at 106% in its base-case economic scenario.
Placing the debt to GDP ratio on a firm downward path would
require almost USD3trn of additional deficit reduction over the
next decade.

During the course of this year Fitch expects to resolve the
Negative Outlook placed on the sovereign ratings of the US in late
2011 after the failure of the Congressional Joint Select Committee
on Deficit Reduction. In Fitch's opinion, further delay in
reaching agreement on a credible medium-term deficit reduction
plan would imply public debt reaching levels inconsistent with the
US retaining its 'AAA' status despite its exceptional credit
strengths.


* Moody's Changes Outlook on US Airports Sector to Stable
---------------------------------------------------------
The outlook for the US airport sector is stable as Moody's
Investors Service expects the airports to maintain the measured
performance and financial gains they've achieved over the last
year. Moody's outlook on the airports had been negative since
2008.

"The projected modest economic growth in the US and global
economies should support enplanement and subsequent revenue
increases, although the modest growth also exposes the airlines to
downside risks," says Moody's Analyst Earl Heffintrayer, the lead
author of the report "US Airports: Stable Outlook But Exposure to
Downside Risks Linger."

"Better than expected operating results in 2011 and 2012, however,
provide some cushion for minor weakening in airport enplanements,
should they occur," says Moody's Heffintrayer.

Although airport finances have strengthened over the last two
years, they remain below pre-recession highs and sensitive to
downside risks, says Moody's.

The increased financial strength of airlines, which reduces the
risk of sudden, hard-to-manage service declines at the airports,
also supports a stable outlook.

However, fewer seats and higher fares as airlines continue to
consolidate will make enplanement growth difficult. The expiration
of the payroll tax holiday, which will cut into the discretionary
spending of consumers, may take also a toll on leisure travel.

Moody's expects average enplanement growth to be approximately the
same rate as GDP growth, or roughly 2%.

A negative for airport credit quality is that federal funding of
airport-related activities remains uncertain. Although the long-
term FAA reauthorization bill passed in 2012 provides for stable
funding levels, these levels are currently exposed to across-the-
board cuts from sequestration, debt ceiling, or budget
negotiations.

The stable outlook reflects Moody's expectation for the
fundamental business conditions over the next 12 to 18 months. The
industry outlook is not an explicit signal of the likely direction
of ratings in the industry.


* Moody's Revises Outlook on US Apparel Sector to Stable
--------------------------------------------------------
Moody's revised its outlook for the US apparel industry to stable
from positive, the rating agency says in its latest industry
outlook on the sector. Apparel makers' earnings growth is expected
to slow in the coming 12 to 18 months, as the benefits of lower
input costs are by now essentially realized and consumers have
less in their pockets now that the payroll tax holiday has ended.

"We expect operating income growth for the makers of apparel,
footwear and related accessories to slow to 2%-4% over the next
year or so, down from the high-single to low-double-digit rate we
are currently seeing," says Vice President -- Senior Credit
Officer, Scott Tuhy in "Outlook Revised to Stable as Earnings
Growth to Slow."

The benefits of lower input costs, in particular for cotton, have
essentially been realized, Tuhy says. As cotton prices have fallen
from their peak of over $2 a pound in early 2011, apparel makers'
gross margins improved in the second half of 2012. But prices have
been relatively stable in recent quarters, so companies' margins
will stabilize in 2013.

Moody's expects apparel sales to increase by 2%-4% in the next 12
to 18 months, compared with 3%-5% for overall US retail sales.
"Our more conservative forecast for the US apparel industry
reflects the expiration of the Social Security payroll tax
holiday, which is likely to affect sales of discretionary
products, such as clothing," Tuhy says. "It also takes into
account our view that sales in the euro area, which is a
significant market for US apparel makers, are likely to remain
flat."

Growth in emerging markets remains a credible organic growth
opportunity, however. Moody's expects markets such as Brazil,
India, China and Russia to grow in the mid- to high-single-digit
range this year. While these markets currently represent only a
modest share of US apparel makers' overall sales, companies that
continue to invest in them will gain share over time.

Rising costs for labor and shipping, as well as a slight rebound
in cotton prices, suggest modest input-cost inflation over the
next 12 to 18 months. Companies will look to manage this through
modest price increases and by adjusting inventory levels, Tuhy
says, having learned during the 2011-12 cotton bubble that
consumers are likely to resist higher prices.


* Moody's Notes Slowing Pace of Dividend Recapitalizations
----------------------------------------------------------
After a strong surge in fourth quarter 2012 as private equity
investors rushed to beat anticipated increases in federal tax
rates, the pace of dividend recapitalizations will slow in 2013,
says Moody's Investors Service in the report "Private Equity:
After the Race for Recaps, A Taste for Risk Remains." Although
there will be less debt being issued to finance dividend payouts,
Moody's expects leveraged buyouts and mergers & acquisitions to
increase in 2013.

"A slowdown in dividend recaps this year would not signal that
risk aversion is rising among investors," says Lenny J. Ajzenman,
a Moody's Senior Vice President. "Amid low interest rates,
moderating downside risks to the economy and strong demand for
yield, investors continue to accept aggressive structures that
include high leverage, PIK notes and covenant-lite packages."

Dividend recaps soared in fourth quarter 2012, when there were at
least 52 debt-financed dividend recaps worth nearly $15 billion
among rated US non-financial corporates -- triple the average pace
of the first three quarters of 2012.

Dividend recaps have been weakening the credit quality of many
speculative-grade companies. Moody's downgraded 18% of the
companies that had recaps in the fourth quarter, compared with
about 14% in the first half of 2012.

With the tax issue resolved, Moody's has already seen a slowdown
in dividend recap volumes in the early part of 2013, suggesting
that many transactions were pulled into 2012. Moody's says the
majority of loan issuance this year has focused on refinancing and
repricings.

"However, the announcement of a leveraged buyout at Dell Inc. in
early February seems to presage that larger-scale LBOs are
achievable in 2013," says Moody's Ajzenman.


* BOOK REVIEW: George Eastman: Founder of Kodak and the
               Photography Business
-------------------------------------------------------
Author:  Carl W. Ackerman
Publisher:  Beard Books
Softcover:  522 Pages
List Price:  $34.95
Review by Gail Owens Hoelscher

George Eastman was a Bill Gates of his time. This biography of
Eastman (1854-1932) provides a fascinating look at the
inventions, management style, interests, causes, and
philanthropies of one of America's finest scientist-
entrepreneurs. Eastman's inventions transformed photography into
a relatively inexpensive and enormously popular leisure
activity. His company, Eastman Kodak, was one of the first U.S.
firms to mass-produce a standardized product. Along with Thomas
Edison, he ushered in the age of cinematography.

Eastman was born in Waterville, New York. At the age of 23,
while working as a bank clerk, Eastman bought a camera and set
in motion a revolution in photography. At the time,
photographers themselves mixed chemicals to make light-sensitive
emulsions and covered glass plates (called "wet plates") with
the emulsions, taking photographs before the emulsions dried. It
was an awkward, messy and time-sensitive undertaking. Eastman
developed a process using dry plates and in 1884 patented a
machine to produce coated dry plates. He began selling
photographic plates made using his machines, as well as leasing
his patent to foreign manufacturers.

With the goal of reducing the size and weight of photographic
equipment, Eastman then began investigating possibilities for a
flexible firm. He and William E. Walker developed the first such
film, cut in narrow strips and wound on a roller device patented
by Eastman. The Eastman Dry Plate and Film Co. began producing
the film commercially in 1885. In 1888, Eastman patented the
hand-held Kodak camera, designed specifically for roll film and
initially priced at $25. (He made up the word "Kodak" using the
first letter of his mother's maiden name, Kilbourne.)

In 1889, Eastman began working with Thomas Edison, inventor of
the motion picture camera. Edison's increasingly sophisticated
models required a stronger, more flexible transparent film,
which Eastman was able to deliver. He founded Eastman Kodak Co.,
in 1892 and began mass-producing a range of photographic
equipment.

Eastman was an astute businessman. He dealt shrewdly with
competitors and sometimes fell out with former collaborators.
Indeed, some of them filed and won patent infringement lawsuits
against him. He was tireless in his inventing and
entrepreneurial endeavors. In the early days, he often slept in
a hammock at the factory and cooked his own food there. His
mother regularly showed up and insisted that he go home for a
good meal and full night's sleep! Eastman demanded much of his
employees, but no more than de demanded of himself. "An
organization," he said, "cannot be sound unless its spirit is.
That is the lesson the man on top must learn. He must be a man
of vision and progress who can understand that one can muddle
along on a basis in which the human factor takes no part, but
eventually there comes a fall."

This book draws on the contents of 100,000 letters to and from
Eastman's friends, family, investors, competitors, employees,
and fellow inventors, along with Eastman's records and notes on
his various inventions. The result is a meticulously detailed
account of Eastman's myriad interests and hands-on management
style, as well as the evolution of photography and a major 20th-
century corporation.


                            *********

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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