TCR_Public/130305.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 5, 2013, Vol. 17, No. 63

                            Headlines

107 4TH AVE: Updated Case Summary & Creditors' Lists
169-171 NOSTRAND: Case Summary & Unsecured Creditor
22ND CENTURY: H. Sicignano Has 16.6% Equity Stake at Feb. 25
22ND CENTURY: J. Pandolfino Owns 20.7% Equity Stake at Feb. 25
710 LONG RIDGE: Section 341(a) Meeting Scheduled for April 3

A & F ENTERPRISES: Updated Case Summary & Creditors' Lists
ALLEN PARK, MI: S&P Lowers Rating on GO Bonds to 'B-'
AMERICAN AIRLINES: Gets DOJ Info Request on US Airways Merger
AMERICAN AIRLINES: JetBlue Wants to Expand Partnership
AMERICAN AIRLINES: Yahoo! Credit Refund Approved

AMERICAN AIRLINES: TAMC Woos Maintenance Workers
AMERICAN AIRLINES: Files 2012 Annual Financial Report
AMERICAN AXLE: Completes Sale of $400 Million of 6.25% Sr. Notes
AMERICAN COMMERCE: Amends 2012 Annual and Quarterly Reports
ANSUNG-USA LLC: Case Summary & 12 Largest Unsecured Creditors

ARMSTRONG WORLD: Moody's Rates Senior Debt Facility 'B1'
BABA LODGING: Voluntary Chapter 11 Case Summary
BEALL CORP: Okayed to Sell Beall Bullet Division to Aulick
BION ENVIRONMENTAL: To Issue Add'l 4MM Shares Under 2006 Plan
CARL'S PATIO: Has Final OK to Obtain $3.75MM of DIP Financing

CENTRAL EUROPEAN: Obtains $50MM Credit Facility From RTL Trading
CHARLES W. BENNINGTON: May Begin Soliciting Plan Votes
CHEM RX: Court Trims $9.8MM Clawback Suit Against Bellco
CLEAR CHANNEL: Bank Debt Trades at 14% Off in Secondary Market
COMMUNICOM CORP: Updated Case Summary & Creditors' Lists

COMMUNITY FINANCIAL: Otter Creek Holds 16.5% Stake at Dec. 21
COMMUNITY TOWERS: Court Denies Confirmation of Chapter 11 Plan
COMMUNITY WEST: W. Peeples Reports 21.5% Stake as of Oct. 8
CONEXANT SYSTEMS: Plan Offers 4.1% Recovery for Unsec. Creditors
CONEXANT SYSTEMS: Soros DIP Financing Has Interim Approval

CONEXANT SYSTEMS: Proposes to Implement Severance Program
COOL MUSIC: Case Summary & 20 Largest Unsecured Creditors
CORNERSTONE CHEMICAL: Moody's Rates New $220-Mil. Senior Notes B3
CORNERSTONE CHEMICAL: S&P Assigns Prelim. 'B- Corp. Credit Rating
CROWN HOLDINGS: Fitch Affirms 'BB+' Issuer Default Rating

DEX MEDIA EAST: Bank Debt Trades at 29% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 24% Off in Secondary Market
DIAL GLOBAL: Lenders Agree to Recapitalize Credit Facilities
DYNAMIC COMPUTER: Case Summary & 2 Unsecured Creditors
EASTMAN KODAK: Seeks Approval to Cancel Contracts with OTC, et al.

ECO BUILDING: Incurs $3.7 Million Net Loss in Dec. 31 Quarter
EL FARMER: Has Access to BPPR Cash Collateral Until April 30
EMMIS COMMUNICATIONS: Sells 98% Title in Radio Network for $21MM
ENDEAVOUR INT'L: Weak Liquidity Cues Moody's to Cut CFR to Caa3
ENDLESS MOUNTAINS: Voluntary Chapter 11 Case Summary

EPICEPT CORP: Incurs $872,000 Net Loss in Fourth Quarter
ESIO HOLDING: Bankruptcy Filing No Impact on Esio Water Status
ESA ENVIRONMENTAL: 4th Cir. Says Hanover Can Keep $1.375MM
FANNIE MAE: David Benson Succeeds Susan McFarland as CFO
FLAMINGO 55: Nevada Court Won't Reinstate Grantham Lawsuit

FRANK PARSONS: Suits v. Insurer, Int'l Paper Remain Pending
FREESEAS INC: Issues 200,000 Additional Shares to Hanover
GARY STANCIL: Gets Favorable Ruling in Suit v. Bradley Investments
GMX RESOURCES: Gets NYSE Listing Non-Compliance Notice
GRAN RANCHO: Case Summary & 2 Unsecured Creditors

GREEN ENERGY: R. Thomson Discloses 32.6% Equity Stake at Dec. 31
HAMPTON ROADS: Names Schroeder as Bank's SVP-Commercial Banking
HARLAN LABORATORIES: Moody's Affirms 'B3' CFR; Outlook Stable
IBIO INC: Gets NYSE MKT Listing Non-Compliance Notice
INKIA ENERGY: Fitch Hikes Issuer Default Rating to 'BB'

IN THE PLAY: Involuntary Chapter 11 Case Summary
JACKSONVILLE BANCORP: Sutherland Asset Owns 9.9% Stake at Feb. 18
JAWSS PARTNERSHIP: Case Summary & 6 Largest Unsecured Creditors
JARDEN CORP: Share Repurchase No Impact on Moody's 'Ba3' CFR
JGP PROPERTIES: Case Summary & 20 Largest Unsecured Creditors

JORGE ANDRARDE: Voluntary Chapter 11 Case Summary
K-V PHARMACEUTICALS: Creditors Ask Judge to Delay Plan Hearing
LAGUNA BRISAS: Property Valued at $12 Million Per Stipulation
LAGUNA BRISAS: Can Pay $22,000 Holdback Fees to General Counsel
LAHAINA FASHIONS: Final Judgment in Suit vs. Bank of Hawaii Upheld

LEHMAN BROTHERS: Sues Spanish Broadcasting in Delaware Court
LEHMAN BROTHERS: Loses Nearly $10MM on Sale of Arts Park Village
LEHMAN BROTHERS: LBI Trustee Seeks to Let Go of Dividends
LEHMAN BROTHERS: AOZORA Claim Allowed for $480 Million
LHC LLC: Section 341(a) Meeting Scheduled for March 28

LIME ENERGY: Gets Second Nasdaq Listing Non-Compliance Notice
LONE PINE: S&P Cuts CCR to 'B-' & Rates Sr. Unsecured Notes 'CCC'
MEDIACOM COMMUNICATIONS: S&P Affirms 'B+' CCR; Outlook Positive
MERRILL COMMUNICATIONS: Loan Upsize No Impact on Moody's CFR
MGM RESORTS: Moody's Says Distribution Policy is Credit Positive

MISSION NEWENERGY: Posts $4 Million Net Profit in Half-Year 2012
MISTY MORNING: Case Summary & 20 Largest Unsecured Creditors
MMM HOLDINGS: Moody's Affirms B2 Rating on Senior Secured Debt
MRJP LLC: Case Summary & 13 Largest Unsecured Creditors
MSR RESORT: Judge Won't Stay Plan Confirmation

MTS LAND: Withdraws Motion to Incur Postpetition Financing
NEW YORK SKYLINE: ESB Obtains Judgment Dismissing Skyline Claim
NORANDA ALUMINUM: Moody's Cuts Rating on Senior Term Loan to 'B1'
OHIO VALLEY: Moody's Lowers Bond Rating One Notch to 'Ba3'
ORMET CORP: Secures Interim Approval of Wayzata DIP Loans

ORMET CORP: Proposes Wayzata-Led Auction on May 13
ORMET CORP: Wins Approval for Kurtzman Carson as Claims Agent
ORMET CORP: Section 341(a) Meeting Scheduled for April 11
OVERSEAS SHIPHOLDING: Severance & Incentive Plan Approvals Sought
OXFORD BUILDING: REIT Services Provider in Chapter 11

OXFORD BUILDING: Section 341(a) Meeting Scheduled for April 10
OXFORD BUILDING: Meeting to Form Creditors' Panel on March 13
PAULS VALLEY HOSPITAL AUTHORITY: Chapter 9 Case Summary
POLAR MOLECULAR: Ct. Grants Summary Judgment in Suit vs. Woodward
PORTER BANCORP: Incurs $32.9 Million Net Loss in 2012

POWERWAVE TECHNOLOGIES: U.S. Trustee Objects to Bidding Procedures
PROPHECY COAL: Tulgalgatai Sales Deal Expiry Constitutes Default
QUALITY CANDY: Avoidance Suit Against Bardes Plastics Dismissed
QUICK-MED TECHNOLOGIES: Appoints Two Directors to Board
RADIAN GROUP: Completes Concurrent Common Stock Offerings

R&A PETROLEUM: Court Threatens to Dismiss Chapter 11
RCN TELECOM: Moody's Affirms 'B1' CFR Following Term Loan Upsize
RESIDENTIAL CAPITAL: Reduces Exclusivity Extension Bid to 60 Days
RESIDENTIAL CAPITAL: Committee Has Conditional Support for CRO
RESIDENTIAL CAPITAL: Seeks to Terminate FRB Foreclosure Review

REVEL AC: Dennis Stogsdill Appointed Chief Restructuring Officer
REVSTONE INDUSTRIES: PBGC to Bridge $46M Gap in Unit's Pension
RIDGELAND APARTMENT: Can Hire CBRE Inc. as Appraiser
RITE AID: Moody's Retains 'B3' Rating on 2 Certificate Classes
ROYAL TOURS: Estate May Recoup 3 Payments From Patsy Hilliard

RPP LLC: Voluntary Chapter 11 Case Summary
RYAN INT'L: Case Converted to Chapter 7 Liquidation
SCI REAL ESTATE: Liquidating Trustee Files Adversary Clawback
SCOTELLE DEVELOPMENT: Case Summary & 8 Unsecured Creditors
SECUREALERT INC: Sapinda Asia Hikes Stake to 62.7% at Dec. 3

SHELDRAKE LOFTS: OK'd to Sell Real Properties to Winning Bidder
SIGNATURE STATION: Plan Filing Period Extended Until June 10
SINCLAIR BROADCAST: Asset Purchase No Impact on Moody's Ba3 CFR
SNUFFER'S RESTAURANTS: Files Chapter 11, to Explore Sale
SORENSON COMMUNICATIONS: Moody's Gives Caa2 Corp. Family Rating

SPRINGHILL PARTNERS: Voluntary Chapter 11 Case Summary
THELEN LLP: Bankruptcy Judge Blesses Partner Settlements
TITAN INTERNATIONAL: Moody's Rates $275MM Add-on Sr. Notes 'B1'
TXU CORP: 2017 Bank Debt Trades at 32% Off in Secondary Market
TXU CORP: 2014 Bank Debt Trades at 28% Off in Secondary Market

UNI-PIXEL INC: To Present at ROTH Capital Conference on March 19
VISUALANT INC: Amends Q4 Form 10-K to Update Risk Factors
VITRO SAB: Reaches Accord With Dissenting Bondholders, Fintech
W.R. GRACE: Post-Confirmation Report for Quarter Ended Dec. 31
W.R. GRACE: Libby Victims' Lawyers Seek $4-Mil. in Asbestos Deal

W.R. GRACE: Releases 2012 Annual Financial Report
WASHINGTON MUTUAL: High Court Asked to Consider Class Fee Notices
WESTINGHOUSE SOLAR: Alpha Capital Owns 9% Stake at Feb. 27
YTB INTERNATIONAL: Files for Chapter 11 Bankruptcy

* Fitch Says Recent Store Closure Trend Expected
* Fitch Study Checks Impact of Industry Selection on Default
* Sequestration Manageable for US Public Finance Firms, Fitch Says

* Utility Downgrades Accelerate Significantly in 2012, Fitch Says
* Budget Cuts Won't Impact Defense Industry in the Short Term
* Global Corporate Default Rate Stays Low in 2012, Says Moody's
* Banks Find More Wrongful Foreclosures Among Military Members

* DOJ Takes Swipes at D.C. Circuit's Recess Appointment Ruling
* Say-On-Pay Following in Footsteps of M&A Suits
* RBS, Deutsche Bank Lose Appeal in Mortgage-Bond Lawsuit

* Large Companies With Insolvent Balance Sheets



                            *********

107 4TH AVE: Updated Case Summary & Creditors' Lists
----------------------------------------------------
Lead Debtor: 107 4th Ave LLC
             107 4th Ave.
             Brooklyn, NY 11217

Bankruptcy Case No.: 13-41048

Chapter 11 Petition Date: February 27, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtors' Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

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

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

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                   Case No.
     ------                   --------
109 4th Ave LLC               13-41049
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
109A 4th Ave LLC              13-41050
111-113 4th Avenue LLC        13-41051
Forte Investment LLC          13-41052
QuatroT LLC                   13-41053

The petitions were signed by Domenick Tonacchio, managing member.

A. In its list of 20 largest unsecured creditors, 107 4th Ave
wrote only two entries:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Stucco Systems Inc.                              $120,000
620 New York Avenue
Trenton, NJ 08638

RCI Plumbin
547 Midland Avenue
Staten Island, NY 10306                          $70,000

B. In its list of 20 largest unsecured creditors, 109 4th Ave
wrote only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Stucco Systems Inc.                              $120,000
620 New York Avenue
Trenton, NJ 08638


169-171 NOSTRAND: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: 169-171 Nostrand Avenue LLC
        246-15 Jamaica Avenue
        Bellrose, NY 11426

Bankruptcy Case No.: 13-41115

Chapter 11 Petition Date: February 28, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Nancy Hershey Lord

Debtor's Counsel: Narissa A. Joseph, Esq.
                  LAW OFFICE OF NARISSA JOSEPH
                  277 Broadway, Suite 501
                  New York, NY 10007
                  Tel: (212) 233-3060
                  Fax: (212) 608-0304
                  E-mail: njosephlaw@aol.com

Scheduled Assets: $3,000,020

Scheduled Liabilities: $2,000,000

The petition was signed by Assaf Moshe, president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Willoughby Apartments, LLC         Bank Loan            $1,800,000
C/O Alexander T. Singer
26 Court Street
Brooklyn, NY 11242


22ND CENTURY: H. Sicignano Has 16.6% Equity Stake at Feb. 25
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Henry Sicignano III disclosed that, as of
Feb. 25, 2013, he beneficially owns 6,084,927 shares of common
stock of 22nd Century Group, Inc., representing 16.6% of the
shares outstanding.  A copy of the filing is available at:

                         http://is.gd/AMLxTH

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

Freed Maxick CPAs, PC, in Buffalo, New York, expressed substantial
doubt about 22nd Century Group's ability to continue as a going
concern following the results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations and, as of Dec. 31, 2011, has
negative working capital of $1.9 million and a shareholders'
deficit of $1.2 million.  "Additional financing will be required
during 2012 in order to satisfy existing current obligations and
finance working capital needs, as well as additional losses from
operations that are expected in 2012."

The Company incurred a net loss of $1.34 million in 2011,
following a net loss of $1.42 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.63 million in total assets, $4.99 million in total liabilities
and a $2.35 million total shareholders' deficit.


22ND CENTURY: J. Pandolfino Owns 20.7% Equity Stake at Feb. 25
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Joseph Pandolfino disclosed that, as of
Feb. 25, 2013, he beneficially owns 7,707,296 shares of common
stock of 22nd Century Group, Inc., representing 20.7% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/nTNcry

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

Freed Maxick CPAs, PC, in Buffalo, New York, expressed substantial
doubt about 22nd Century Group's ability to continue as a going
concern following the results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations and, as of Dec. 31, 2011, has
negative working capital of $1.9 million and a shareholders'
deficit of $1.2 million.  "Additional financing will be required
during 2012 in order to satisfy existing current obligations and
finance working capital needs, as well as additional losses from
operations that are expected in 2012."

The Company incurred a net loss of $1.34 million in 2011,
following a net loss of $1.42 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.63 million in total assets, $4.99 million in total liabilities
and a $2.35 million total shareholders' deficit.


710 LONG RIDGE: Section 341(a) Meeting Scheduled for April 3
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of 710 Long Ridge
Road Operating Company II LLC and its affiliates will be held on
April 3, 2013, at 10:00 a.m. at Suite 1401, One Newark Center.
Creditors have until July 2 to file their proofs of claim.

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

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

                       About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities are Long Ridge of
Stamford, Newington Health Care Center, Westport Health Care
Center, West River Health Care Center, and Danbury Health Care
Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.


A & F ENTERPRISES: Updated Case Summary & Creditors' Lists
----------------------------------------------------------
Lead Debtor: A & F Enterprises, Inc. II
             6501 W North Avenue
             Oak Park, IL 60302

Bankruptcy Case No.: 13-07930

Chapter 11 Petition Date: February 28, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtors' Counsel: Michael C. Moody, Esq.
                  O'ROURKE& MOODY
                  55 West Wacker Drive
                  Suite 1400
                  Chicago, IL 60601
                  Tel: (312) 849-2020
                  Fax: (312) 849-2021
                  E-mail: mmoody@orourkeandmoody.com

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

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

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                      Case No.
     ------                      --------
AbuBecker Inc.                   13-07967
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
AEA Enterprises, Inc             13-07983
  Assets: $500,001 to $1,000,000
  Debts: $100,001 to $500,000
AEE Enterprises Inc              13-07990
  Assets: $500,001 to $1,000,000
  Debts: $100,001 to $500,000
East Peoria Enterprises Inc      13-07995
  Assets: $500,001 to $1,000,000
  Debts: $100,001 to $500,000
Fatma Enterprises Inc.           13-08007
  Assets: $500,001 to $1,000,000
  Debts: $100,001 to $500,000
Halima I, Inc.                   13-08013
  Assets: $500,001 to $1,000,000
  Debts: $100,001 to $500,000
Sabah Restaurant Inc             13-08028
  Assets: $500,001 to $1,000,000
  Debts: $100,001 to $500,000
Westchester Enterprises Inc.     13-08041
  Assets: $500,001 to $1,000,000
  Debts: $100,001 to $500,000
Mahmoud Inc.                     13-08049
  Assets: $500,001 to $1,000,000
  Debts: $100,001 to $500,000
El Sayed Inc                     13-08057
  Assets: $500,001 to $1,000,000
  Debts: $100,001 to $500,000
Elham Inc                        13-80639
  Assets: $500,001 to $1,000,000
  Debts: $100,001 to $500,000

The petitions were signed by Ali Alforookh, authorized signatory
of AandF Enterprises, Inc., sole owner.

A. A copy of A & F Enterprises II's list of its seven largest
unsecured creditors is available for free at
http://bankrupt.com/misc/ilnb13-07930.pdf

B. A copy of AbuBecker's list of its nine largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ilnb13-07967.pdf

C. A copy of AEA Enterprises' list of its 15 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ilnb13-07983.pdf

D. A copy of AEE Enterprises' list of its 18 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ilnb13-07990.pdf

E. A copy of East Peoria Enterprises' list of its 16 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/ilnb13-07995.pdf

F. A copy of Fatma Enterprises' list of its 11 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ilnb13-08007.pdf

G. A copy of Halima I's list of its 13 largest unsecured creditors
is available for free at http://bankrupt.com/misc/ilnb13-08013.pdf

H. A copy of Sabah Restaurant's list of its 13 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ilnb13-08028.pdf

I. A copy of Westchester Enterprises' list of its 10 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/ilnb13-08041.pdf

J. A copy of Mahmoud's list of its 16 largest unsecured creditors
is available for free at http://bankrupt.com/misc/ilnb13-08049.pdf

K. A copy of El Sayed's list of its three largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ilnb13-08057.pdf

L. A copy of Elham's list of its three largest unsecured creditors
is available for free at http://bankrupt.com/misc/ilnb13-80639.pdf


ALLEN PARK, MI: S&P Lowers Rating on GO Bonds to 'B-'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term and
underlying rating (SPUR) to 'B-' from 'B' on Allen Park City,
Mich.'s unlimited-tax general obligation (GO) bonds and limited-
tax GO bonds, some of which were issued by the Allen Park Building
Authority, and the Allen Park Brownfield Redevelopment Authority.
At the same time, Standard & Poor's removed the ratings from
CreditWatch with negative implications.  The outlook is stable.

"The lowered rating reflects our view that, despite the state's
installation of an emergency financial manager, who has developed
a plan to improve the city's finances and return to a positive
fund balance by fiscal 2015, the city remains severely pressured
financially," said Standard & Poor's credit analyst Caroline West.
"Even with the emergency financial manager's help, we believe
the city still faces significant challenges to improve its
financial standing," Ms. West added.

As a result of the deteriorating finances, in October 2012, the
governor of Michigan declared a financial emergency in the city
after an extensive review of the city's financial standing,
concluding that no satisfactory plan existed to solve the city's
serious financial problems and that city officials could not solve
these problems without outside assistance.  Pursuant to Public Act
72, the governor appointed an emergency financial manager.


AMERICAN AIRLINES: Gets DOJ Info Request on US Airways Merger
-------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
and US Airways Group, Inc. disclosed that, on March 4, 2013, each
company received a request for additional information from the
U.S. Department of Justice in connection with the proposed merger
of the two airlines.

A DOJ Second Request is a standard part of the regulatory process.
A Second Request extends the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, during
which the parties may not close the transaction, until 30 days
after American Airlines and US Airways have substantially complied
with the Second Request (or the waiting period is otherwise
terminated by the DOJ).  American Airlines and US Airways expect
to respond promptly to the Second Request and to continue working
cooperatively with the DOJ as it conducts its review of the
proposed combination.  American Airlines and US Airways continue
to expect the combination to be completed in the third quarter of
2013.

The merger is conditioned on the approval by the U.S. Bankruptcy
Court for the Southern District of New York, regulatory approvals,
approval by US Airways shareholders, other customary closing
conditions, and confirmation and consummation of the Plan of
Reorganization.

                      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: JetBlue Wants to Expand Partnership
------------------------------------------------------
The Wall Street Journal's Susan Carey reports that JetBlue Airways
Corp.'s Chief Executive Dave Barger said Monday at the J.P. Morgan
aviation, transportation and defense conference in New York that
he wants to expand and deepen the carrier's partnership with
American Airlines later this year.  JetBlue has a deal in which it
feeds its passengers to some American Airlines international
flights.

WSJ notes American parent AMR Corp.'s proposed merger with US
Airways Group Inc. will boost the combined carrier's presence in
some markets where it overlaps with JetBlue.  Those includes
routes out of Boston and from New York to the West Coast, Mr.
Barger said.  Currently, American passengers can make connections
to 26 JetBlue domestic routes that American doesn't serve, and
JetBlue fliers can connect to 15 American international flights
not flown by JetBlue.

According to the WSJ report, Mr. Barger said further cooperation
between the two would center at New York's John F. Kennedy
International Airport, JetBlue's largest operation.

                      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: Yahoo! Credit Refund Approved
------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement
between AMR Corp. and Yahoo! Inc.  The deal calls for payment by
Yahoo! Inc. of $210,122 for refundable advertising credit due to
AMR pursuant to their November 2011 contract.  The agreement is
available for free at http://is.gd/0tKjkQ

                      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: TAMC Woos Maintenance Workers
------------------------------------------------
The Teamsters Airline Division and the Teamsters Aviation
Mechanics Coalition (TAMC) on Feb. 16, 2013, disclosed that at
many maintenance stations across the country, American Airlines
mechanics and related workers have reached a majority of cards
signed for Teamster representation.

With a majority of cards at the major hubs in hand, the Teamsters
Union is nearing majority support throughout the system and is
one step closer to filing for an election with the National
Mediation Board.  The union has received the majority of cards in
Tulsa, OK, Fort Worth, TX, Los Angeles, Miami, San Francisco,
Newark, NJ, Tampa, Atlanta, Washington, DC, Las Vegas, San
Antonio, Phoenix, New York's Kennedy airport and DWH in Texas.

"With 11,000 workers spread out across the country, this has been
a major undertaking that has been led by AA mechanics from the
beginning," said Chris Moore, a representative of the Teamsters
Airline Division and Chairman of the TAMC.  "It is their passion
and desire to improve their representation that drove this
campaign and enabled us to get to this point in such a relatively
short time."

In September 2012, the AA mechanics kicked off their campaign to
seek industry-leading representation with the Teamsters Union.
While facing the challenges of bankruptcy and a merger with US
Airways, the AA mechanics in conjunction with the TAMC and the
Teamsters Airline Division have been working tirelessly to gain
majority support for the union.

"This is a huge step in the right direction in a short amount of
time," said Joe Moberly, 24-year American Airlines mechanic at
the Tulsa hub.  "We are well on our way to being a part of the
union that represents more aviation mechanics than any other in
the nation -- the Teamsters."

In addition to the announcement, Teamster organizers, Teamster
mechanics from other airlines, AA mechanics and US Airways
mechanics will engage in door-to-door canvassing over the weekend
to gather even more cards.

Founded in 1903, the International Brotherhood of Teamsters
represents more than 80,000 workers throughout the airline
industry in every craft and class, including 18,000 airline
mechanics and related at 10 carriers -- more than any other
union.

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

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

In its Annual Report, AMR disclosed that its merger agreement
with US Airways Group, Inc., contains certain termination rights
and provides that the agreement may be terminated under specified
circumstances, (i) AMR may be required to pay US Airways a
termination fee of $135 million in the event it terminates the
agreement to enter into a superior proposal and $195 million if
US Airways terminates the Merger Agreement in the event of a
knowing and deliberate breach of the Merger Agreement by AMR and
(ii) US Airways may be required to pay AMR a termination fee of
$55 million in the event it terminates the agreement to enter
into a superior proposal and $195 million if AMR terminates the
Merger Agreement in the event of a knowing and deliberate breach
of the Merger Agreement by US Airways.

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

                       http://is.gd/01oBzL

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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 AXLE: Completes Sale of $400 Million of 6.25% Sr. Notes
----------------------------------------------------------------
American Axle & Manufacturing, Inc., a wholly owned subsidiary of
American Axle & Manufacturing Holdings, Inc., completed the
closing of the sale of $400 million aggregate principal amount of
6.25% senior notes due 2021.  The Notes are guaranteed on a senior
unsecured basis by the Company and certain of AAM's current and
future subsidiaries.

The Notes were issued by AAM pursuant to an Indenture, dated as of
Nov. 3, 2011, by and among AAM, the Guarantors and U.S. Bank
National Association, as trustee, which governs the terms of the
Notes.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

The Company's balance sheet at Dec. 31, 2012, showed $2.86 billion
in total assets, $2.98 billion in total liabilities, and a
$120.8 million total stockholders' deficit.

                           *     *     *

In January 2012, Fitch Ratings has affirmed the 'B+' Issuer
Default Ratings (IDRs) of American Axle & Manufacturing.

Fitch expects leverage to trend downward over the intermediate
term, however, as the company gains traction on its new business
wins.  Looking ahead, Fitch expects free cash flow to be
relatively weak, but positive, in 2012 with the steep ramp-up
in new business and as the company continues to make investments
in both capital assets and research and development work to
support growth opportunities in its customer base and product
offerings.  Beyond 2012, free cash flow is likely to strengthen
meaningfully as the new programs coming on line in the near term
begin to produce higher levels of cash.

In September 2012, Moody's Investors Service affirmed the B1
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.


AMERICAN COMMERCE: Amends 2012 Annual and Quarterly Reports
-----------------------------------------------------------
American Commerce Solutions, Inc., has amended its annual report
on Form 10-K for the fiscal year ended Feb. 29, 2012, originally
filed on May 23, 2012, to amend Item 9(A) Controls and Procedures.

The material weaknesses assessed by the Company's management were:

   (1) the Company has not implemented measures that would prevent
       the chief executive officer and the chief financial officer
       from overriding the internal control system; and

   (2) the Company's board of directors has determined that the
       Company's audit committee does not have an independent
      "financial expert" as that term is defined under federal
       securities law.

The Company does not believe that these material weaknesses have
resulted in deficient financial reporting because both the chief
executive officer and the chief financial officer are aware of
their responsibilities under the SEC's reporting requirements and
they both personally certify the Company's financial reports.

"...[W]hile we have identified material weaknesses in our system
of internal control over financial reporting, we believe we have
taken reasonable steps to ascertain that the financial information
contained in this report is in accordance with generally accepted
accounting principles.  Our management has determined that current
resources would be appropriately applied elsewhere and when
resources permit, it will address and remediate material
weaknesses through implementing various controls or changes to
controls.  At such time as we have additional financial resources
available to us, we intend to enhance our controls and procedures.
We will not be able to assess whether the steps we intend to take
will fully remedy the material weakness in our internal control
over financial reporting until we have fully implemented them and
sufficient time passes in order to evaluate their effectiveness."

A copy of the Form 10-K, as amended, is available at:

                        http://is.gd/knhANu

The Company also amended its quartely reports on Forms 10-Q for
the fiscal periods ending May 31, 2012, Aug. 31, 2012, and
Nov. 30, 2012, to amend Item 4(T) Controls and Procedures.  Copies
of the amendments are available at:

                        http://is.gd/XBdw4r
                        http://is.gd/m7J8h0
                        http://is.gd/g9abkt

                      About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.

As reported in the TCR on May 28, 2012, Peter Messineo, CPA, of
Palm Harbor, Florida, expressed substantial doubt about American
Commerce's ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Feb. 29, 2012.  The
independent auditors noted that the Company has incurred recurring
losses from continuing operations, has negative working capital
and has used significant cash in support of its operating
activities.  Additionally, as of Feb. 29, 2012 the Company is in
default of several notes payable.

The Company's balance sheet at Nov. 30, 2012, showed $4.93 million
in total assets, $4.38 million in total liabilities and $556,410
in total stockholders' equity.


ANSUNG-USA LLC: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ANSUNG-USA, LLC
        5200 E. Grand Avenue, #600
        Dallas, TX 75223

Bankruptcy Case No.: 13-30994

Chapter 11 Petition Date: February 28, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 12 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txnb13-30994.pdf

The petition was signed by Sung Doo Kim, president.


ARMSTRONG WORLD: Moody's Rates Senior Debt Facility 'B1'
--------------------------------------------------------
Moody's Investors Service affirmed Armstrong World Industries,
Inc.'s B1 Corporate Family Rating and B1-PD Probability Default
Rating. Moody's also assigned a B1 rating to the company's senior
secured bank credit facility consisting of a $250 million
revolving credit facility, $500 million Term Loan A, and a $525
million Term Loan B. Proceeds from the proposed term loans will be
used to refinance the company's existing debt. The company's
speculative grade liquidity rating was affirmed at SGL-2. The
rating outlook was changed to positive from stable.

The following ratings/assessments were affected by this action:

  Corporate Family Rating affirmed at B1;

  Probability of Default Rating affirmed at B1-PD;

  Speculative Grade Liquidity Rating affirmed at SGL-2

  $250 million Senior Secured Revolving Credit Facility due 2018
  assigned B1 (LGD3, 42%);

  $500 million Senior Secured Term Loan A due 2018 assigned B1
  (LGD3, 42%); and,

  $525 million Senior Secured Term Loan B due 2020 assigned B1
  (LGD3, 42%).

Ratings Rationale:

Armstrong's B1 Corporate Family Rating reflects Moody's
expectations that its operating margins will continue to improve
as it reaps the benefits of its ongoing cost reduction
initiatives, and a more favorable product and pricing mix.
Armstrong should benefit from the recovery in the new housing
construction and remodeling end markets, as the company is a North
American market leader in providing flooring to these sectors.
Additionally, Armstrong continues to benefit from the WAVE JV, a
critical earnings and cash contributor. Moody's conservatively
estimate that Armstrong's adjusted EBITA margin will likely be
around 9.0% over the next 12 months, inclusive of WAVE. Leverage
and interest coverage metrics are solid for the rating category.
Moody's projects that the company will maintain interest coverage,
defined as EBITA-to-interest expense, of approximately 3.0 times
and leverage slightly below 4.0 times by the end of 2013 (all
ratios adjusted per Moody's methodology).

The ratings are constrained by the on-going economic malaise in
Europe, from which Armstrong earns about 20% of its revenues, and
the potential for material future dividends.

The change in rating outlook to positive from stable reflects
Moody's view that Armstrong's credit metrics will improve and
become more supportive of the higher rating. Also, the company's
good liquidity profile and extended debt maturity profile give
Armstrong the ability to meet higher demand for its products in
North America and to contend with the economic uncertainties in
Europe.

The B1 rating assigned to the $1.275 billion senior secured bank
credit facility, the same rating as the corporate family rating,
reflects the preponderance of secured bank debt in Armstrong's
capital structure. The bank credit facility is comprised of a $250
million revolving credit facility maturing in 2018, $500 million
term loan A maturing in 2018, and $525 million term loan B
maturing in 2020. The revolving credit facility and term loans
would be pari passu in a recovery scenario. Proceeds from the term
loan will be used to pay off the company's current term loans,
whose ratings, in addition to the rating for the existing
revolver, will be withdrawn.

A rating upgrade is possible if operating performance continues to
improve and results in EBITA-to-interest expense trending towards
4.0 times and debt-to-EBITDA improving towards 3.0 times (all
ratios include Moody's standard adjustments). Ongoing cash
dividends commensurate with the strong equity earnings from the
WAVE JV are critical to supporting an upgrade.

The ratings could be downgraded if operating performance falls
below expectations or if the company experiences erosion in
financial performance due to an unexpected decline in its end
markets. EBITA-to-interest expense trending below 3.0 times or
debt-to-EBITDA sustained above 4.5 times (all ratios incorporate
Moody's standard adjustments) could pressure the ratings.
Deterioration in the company's liquidity profile, significant
shareholder return activities, such as debt-financed dividends or
share repurchases, or debt-financed acquisitions may also stress
Armstrong's ratings. Any disruption in the reported equity
earnings from the WAVE JV could pressure Armstrong's operating
margins, potentially resulting in negative rating actions.

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.

Armstrong World Industries, Inc., headquartered in Lancaster, PA,
is a global manufacturer of flooring products and ceiling systems
for use primarily in the construction and renovation of
residential, commercial and institutional buildings. Together,
Armor TPG Holdings LLC and the Asbestos Personal Injury Settlement
Trust own a controlling interest in Armstrong. Revenues for the 12
months through December 31, 2012 totaled approximately $2.6
billion.


BABA LODGING: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: BABA Lodging, LLC
          aka Howard Johnson
              Country Hearth Inn
        1984 Airline Drive
        Bossier City, LA 71111
        Tel: (318) 742-6000

Bankruptcy Case No.: 13-10493

Chapter 11 Petition Date: February 28, 2013

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

Judge: Stephen V. Callaway

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

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

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

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

The petition was signed by Jagtar Otal, manager.


BEALL CORP: Okayed to Sell Beall Bullet Division to Aulick
----------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon authorized Beall Corporation to sell its bullet
division to Aulick Leasing Corp., a Nebraska corporation, the
winning bidder, for $2,000,000, subject to an upward adjustment of
$300,000 upon the satisfaction of certain conditions.  There is no
back up bidder for the bullet business.

The Debtor has obtained Court approval of the procedures governing
the sale of the assets.  In this connection, the Debtor has
received five qualified bids and held the auction for Debtor's
Tank and Trailer Division, the Debtor's parts and services
division, and the Debtor's Beall Bullet Division on Dec. 12, 2012.
No qualified bid was received for the Debtor's Construction
Division, and the Construction Division was not offered for sale
at the auction.

A copy of the sale order is available for free at

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

Meanwhile, the bankruptcy judge authorized Beall to pay a
retention bonus to Scott Koch.

                      About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.  The Debtor disclosed
$14,015,232 in assets and $28,791,683 in liabilities as of the
Chapter 11 filing.

Wabash National Corporation on Feb. 4 successfully closed on its
acquisition of certain assets of the tank and trailer business of
Beall for $15 million.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BION ENVIRONMENTAL: To Issue Add'l 4MM Shares Under 2006 Plan
-------------------------------------------------------------
Bion Environmental Technologies, Inc., filed a Form S-8 with the
U.S. Securities and Exchange Commission to register an additional
4,000,000 shares of the Company's common stock for issuance under
the 2006 Consolidated Incentive Plan for a proposed maximum
aggregate offering price of $7.6 million.  This increase was
approved by the Company's Board of Directors on Jan. 15, 2013.  A
copy of the prospectus is available at http://is.gd/sx0slu

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

The Company reported a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations which raise substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at Dec. 31, 2012, showed $8.27 million
in total assets, $10.11 million in total liabilities, $20,400 in
Series B Redeemable Convertible Preferred Stock, and a
$1.85 million total deficit.


CARL'S PATIO: Has Final OK to Obtain $3.75MM of DIP Financing
-------------------------------------------------------------
The Bankruptcy Court has entered a final order authorizing Carl's
Patio, Inc., et al., to obtain up to $3,746,902 in postpetition
financing from prepetition lender Fifth Third Bank, collateralized
by first priority interest in all now existing and hereafter
acquired real and personal property of each Debtor's estate, but
excluding claims of the Debtors under Chapter 5 of the Bankruptcy
Code.

Fifth Third will also have an allowed superpriority administrative
claim pursuant to Section 364(c)(1) of the Bankruptcy Code, having
priority in right of payment over any and all other obligations
and all administrative expenses or priority claims.

As of the Petition Date, Fifth Third Bank was owed not less than
$5,211,595, secured by substantially all assets of the Debtors.

The Debtors are also authorized to use cash collateral of Fifth
Third Bank until the expiration of the lender's commitment to lend
under the DIP Credit Agreement.

As additional adequate protection for the diminution in the value
of its interests in the prepetition collateral, including cash
collateral, Wells Fargo is granted replacement liens in all
Collateral, and an allowed superpriority administrative expense
claim in each of the cases and any successor case.

Wells Fargo will have the right to "credit bid" the amount of its
claims during any sale of all or substantially all of the Debtors'
assets.

A copy of the Final DIP Order is available at:

          http://bankrupt.com/misc/carl'spatio.doc79.pdf

                      About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
has 68 employees.  The company leases all its locations and doe
not own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.

Carl's Patio estimated total assets and total debts of $10 million
to $50 million.  The Debtor owes $2.19 million on a secured
revolver, and $3.01 million on a term loan from Fifth Third.  The
Debtor also has $600,000 of subordinated debt.

Attorneys at Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow,
LLP, in New York, N.Y., represent the Official Committee as lead
counsel.  Attorneys at Cross & Simon, P.C., in Wilmington, Del.,
represent Committee as local counsel.  CBIZ MHM, LLC, serves as
the Committee's financial advisors.


CENTRAL EUROPEAN: Obtains $50MM Credit Facility From RTL Trading
----------------------------------------------------------------
Central European Distribution Corporation and Roust Trading Ltd.
have entered into a credit facility with an aggregate principal
amount of $50 million.

Most of the Company's subsidiaries are guarantors under the RTL
Credit Facility.  The RTL Credit Facility benefits from security
granted by certain of the Company's subsidiaries in Russia over
inventory of specified brands with an aggregate value of goods in
circulation at any time not less than 2,170,000,000 Russian rubles
(approximately $70 million) calculated by reference to the balance
sheet value of the goods (excluding VAT).

Pursuant to the terms of the RTL Credit Facility, $50 million
aggregate principal amount of the 3% senior notes due 2013 issued
by the Company to RTL in May, 2012, is being converted into a new
term loan from Roust Trading to the Company in an aggregate
principal amount of $50 million.  The amounts owed under the RTL
Credit Facility are to be used for working capital and general
corporate purposes.

The RTL Credit Facility has a final maturity date falling 12
months after the date on which the Conversion takes place.
Subject to certain conditions, CEDC may voluntarily prepay the
whole or any part of the RTL Credit Facility by giving not less
than 5 business days' notice to Roust Trading.

The RTL Credit Facility bears interest at 3.00% per annum and
accrued interest under the RTL Credit Facility will be payable by
the Company on March 18, 2013, Sept. 18, 2013, and the Final
Maturity Date.  On the last day of the first interest period under
the RTL Credit Facility, the Company will also pay to Roust
Trading an amount equal to the amount of interest accrued on $50
million of the RTL Notes between Sept. 18, 2012, and the day
falling immediately prior to the date on which the Conversion
takes place.

The RTL Credit Facility requires the Company and the guarantors to
make a number of customary representations and comply with a
number of customary undertakings.

The RTL Credit Facility is governed by and construed in accordance
with English law.

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

                        http://is.gd/4yMqR9

                            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.


CHARLES W. BENNINGTON: May Begin Soliciting Plan Votes
------------------------------------------------------
Charles W. Bennington and Christina M. Bennington won Bankruptcy
Court approval of the disclosure statement explaining their Plan
of Reorganization.  Utah Bankruptcy Judge R. Kimball Mosier
allowed the Benningtons to circulate the plan documents to
creditors, and begin soliciting plan votes.  The voting deadline
is 4:00 p.m. Mountain Time on April 5, 2013 (or, if later, the day
that is 31 days after the date that Solicitation Packages are
mailed, provided, however, that in no event will the Voting
Deadline be later than April 10).

The hearing to consider confirmation of the Plan is scheduled for
April 17 at 2:00 p.m., at the U.S. Bankruptcy Court in Salt Lake
City.  Any objection to confirmation of the Plan must be filed no
later than 4:00 p.m. Mountain Time on the Voting Deadline.

A copy of the Court's Feb. 28, 2013 Order is available at
http://is.gd/7KUSW6from Leagle.com.

Charles W. Bennington and Christina M. Bennington filed for
Chapter 11 bankruptcy (Bankr. D. Utah Case No. 12-27710) on
June 13, 2012.


CHEM RX: Court Trims $9.8MM Clawback Suit Against Bellco
--------------------------------------------------------
Bankruptcy Judge Mary F. Walrath granted, in part, and denied, in
part, the motion filed by Bellco Drug Corp. to dismiss the
clawback lawsuit launched by AP Services, LLC, as Trustee of the
CRC Litigation Trust.

On May 8, 2012, the Trustee sued Bellco, alleging, inter alia,
that Bellco received 64 preferential transfers in the aggregate
amount of $9,807,000 -- Count I.  The Trustee alternatively
alleges the Transfers were fraudulent conveyances under 11 U.S.C.
section 548 -- Count II -- or unauthorized post-petition transfers
under section 549 -- Count III.  Additionally, the Trustee seeks
to recover the Transfers under section 550(a) -- Count IV -- and
to disallow Bellco's claims under section 502(d) -- Count V.

Bellco contends the lawsuit fails to state a claim for relief.

Judge Walrath ruled that the Motion to Dismiss is:

     -- denied with respect to Count I; and
     -- granted with respect to Counts II and III.

Judge Walrath granted the Trustee leave to amend the Complaint
within 30 days of the Court's order.

The lawsuit is, AP SERVICES, LLC, AS TRUSTEE OF THE CRC LITIGATION
TRUST Plaintiff, v. BELLCO DRUG CORP. Defendant, Adv. Proc. No.
12-50702 (Bankr. D. Del.).  A copy of the Court's March 1, 2013
Memorandum Opinion is available at http://is.gd/msXzrzfrom
Leagle.com.

                        About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- was a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.  The Company and five affiliates sought
Chapter 11 protection (Bankr. D. Del. Case No. 10-11567) on May
11, 2010.  Dennis A. Meloro, Esq., and Scott D. Cousins, Esq., at
Greenberg Traurig, LLP, in Delaware, represented the Company in
its restructuring.  Cypress Holdings, LLC, served as the Company's
financial advisor.  RSR Consulting, LLC, provided a chief
restructuring officer.  Brunswick Group LLP served as the
Company's public relations consultant.  Grant Thornton LLP served
as the Company's independent auditor.  Lazard Middle Market LLC
acted as the Company's investment banker.  Eichen & Dimeglio PC
was the Company's tax advisor.  Kurtzman Carson Consultants was
the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP served as
co-counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC served as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.

On April 11, 2011, the Court entered an Order confirming the
Debtors' Second Amended Joint Plan of Liquidation.


CLEAR CHANNEL: Bank Debt Trades at 14% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 85.89 cents-on-the-dollar during the week ended Friday,
March 1, 2013, a drop of 0.28 percentage points from the previous
week according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  The Company pays
365 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Jan. 30, 2016, and carries Moody's 'Caa1'
rating and Standard & Poor's 'CCC+' rating.  The loan is one of
the biggest gainers and losers for the week ended March 1 among
238 widely quoted syndicated loans with five or more bids in
secondary trading.

                       About Clear Channel

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

For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $182.65 million on
$2.96 billion of revenue.  Clear Channel reported a net loss of
$302.09 million on $6.16 billion of revenue in 2011, compared with
a net loss of $479.08 million on $5.86 billion of revenue in 2010.
The Company had a net loss of $4.03 billion on $5.55 billion of
revenue in 2009.

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

                        Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.  The Company said in its quarterly
report for the period ended March 31, 2012, that its ability to
restructure or refinance the debt will depend on the condition of
the capital markets and the Company's financial condition at that
time.  Any refinancing of the Company's debt could be at higher
interest rates and increase debt service obligations and may
require the Company and its subsidiaries to comply with more
onerous covenants, which could further restrict the Company's
business operations.  The terms of existing or future debt
instruments may restrict the Company from adopting some of these
alternatives.  These alternative measures may not be successful
and may not permit the Company or its subsidiaries to meet
scheduled debt service obligations.  If the Company and its
subsidiaries cannot make scheduled payments on indebtedness, the
Company or its subsidiaries, as applicable, will be in default
under one or more of the debt agreements and, as a result the
Company could be forced into bankruptcy or liquidation.

                           *     *     *

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

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


COMMUNICOM CORP: Updated Case Summary & Creditors' Lists
--------------------------------------------------------
Lead Debtor: Communicom Corp. of America, LLC
             3200 Cherry Creek Drive South
             Suite 200
             Denver, CO 80209

Bankruptcy Case No.: 13-12694

Chapter 11 Petition Date: February 27, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

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

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

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                        Case No.
     ------                                        --------
Communicom Broadcasting, LLC                       13-12695
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
Communicom Co. of Michigan, Limited Partnership    13-12697
  Assets: N/A
  Debts: $10,000,001 to $50,000,000
Communicom Co. of Louisiana, Limited Partnership   13-12699
  Assets: N/A
  Debts: $10,000,001 to $50,000,000
Communicom Co. of Arizona, Limited Partnership     13-12703
  Assets: N/A
  Debts: $10,000,001 to $50,000,000
Communicom Co. of Phoenix, Limited Partnership     13-12704

The petitions were signed by Richard L. Kylberg, Jr., manager.

A. In its list of 20 largest unsecured creditors, Communicom Corp.
of America wrote only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
First Citizens Bank                              $10,800,000
and Trust Company
700 17th Street
Suite 1000
Denver, CO 80202

B. In its list of 20 largest unsecured creditors, Communicom
Broadcasting wrote only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
First Citizens Bank                              $10,800,000
and Trust Company
700 17th Street
Suite 1000
Denver, CO 80202

C. A copy of Communicom Co. of Michigan's list of its 20 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/cob13-12697.pdf

D. A copy of Communicom Co. of Louisiana's list of its 19 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/cob13-12699.pdf

E. A copy of Communicom Co. of Arizona's list of its 20 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/cob13-12703.pdf


COMMUNITY FINANCIAL: Otter Creek Holds 16.5% Stake at Dec. 21
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Otter Creek Management, Inc., and its affiliates
disclosed that, as of Dec. 21, 2012, they beneficially own 920,000
shares of common stock of Community Financial Shares, Inc.,
representing 16.5% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/bDovlZ

                     About Community Financial

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

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

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

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


COMMUNITY TOWERS: Court Denies Confirmation of Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
denied the confirmation of Community Towers, I, LLC, et al.'s
Joint Chapter 11 Plan.

The Court, in its order, related that a plan of reorganization
must satisfy Section 1129(a)(1) to (16) to be confirmed.  If
a class of creditors rejects the plan, it can be confirmed only if
the standards of Section 1129(b) are met.

Creditor CIBC Inc., voted against the Joint Plan and opposed
confirmation contending that the Joint Plan: (1) improperly
includes a third party release in violation of Section 524; (2)
violates Section 1129(a)(11) because it is not feasible; and (3)
is not fair and equitable to CIBC because the interest rate
proposed to be paid is inadequate to compensate CIBC for the risk
inherent in its loan to Debtors.

                              The Plan

The Debtors' Joint Plan provides that Debtors will continue to
operate Community Towers, and requires the payment of allowed
claims.  The property will continue to generate rents, which will
be used to pay claims.  The Joint Plan projects annual rental
increases of 3-5%, rental rates at $1.60 sq. ft., and a 3% annual
increase in expenses.

Unsecured claims total approximately $95,000.  These claims will
be paid in full over twelve months with interest at the legal
rate.  John and Rosalie Feece, insiders, have a claim of
$6,621,000 as of the petition date.  The claim will be paid over
five years with interest at 6%.  Payment of the claim is
subordinated to those of general unsecured creditors.

The Joint Plan provides that CIBC will retain its lien against
Debtors' property.  Debtors intend to make interest only payments
at 6% for five years to CIBC on its secured claim.  CIBC will be
paid its secured claim in full no later than five years after the
Joint Plan becomes effective.

                     About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.


COMMUNITY WEST: W. Peeples Reports 21.5% Stake as of Oct. 8
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, William R. Peeples disclosed that, as of
Oct. 8, 2012, he beneficially owns 1,347,900 shares of common
stock of Community West Bancshares representing 21.5% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/8HEgRr

                       About Community West

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

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

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

                         Consent Agreement

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

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

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


CONEXANT SYSTEMS: Plan Offers 4.1% Recovery for Unsec. Creditors
----------------------------------------------------------------
Conexant Systems Inc. filed together with its bankruptcy petition
a proposed reorganization plan that was negotiated with secured
lender, QP SFM Capital Holdings Limited, an entity managed by
Soros Fund Management LLC.

The Plan contemplates a substantial reduction in funded debt
obligations by converting the secured portion of the $175 million
of 11.25% senior secured notes held by Soros to new common stock
and $76 million in pay-in-kind notes.

The prearranged restructuring is supported by Conexant's existing
sponsors, Golden Gate Private Equity, Inc. and August Capital.

The parties have entered into a Restructuring Support Agreement,
which binds the parties to support the Debtors' chapter 11 plan of
reorganization.  The RSA requires the Debtors to:

   -- seek approval of the disclosure statement within 45 days
      after the Petition Date.

   -- schedule a confirmation hearing within 7 days after the
      voting deadline outlined in the disclosure statement
      (subject to the Bankruptcy Court's availability).

   -- obtain entry of the confirmation order within 85 days of
      the Petition Date.

   -- consummate the plan of reorganization within 120 days of
      the Petition Date.

Soros has agreed to provide Conexant with $15 million in senior
secured debtor in possession financing for working capital during
the chapter 11 cases. The DIP Financing will convert into equity
in the reorganized Debtors on the effective date of the Plan.

According to the accompanying Disclosure Statement, the Plan
provides for these terms:

   1. Soros will convert the secured portion of its existing
      senior secured notes claim totaling approximately
      $80 million into (a) new equity in the reorganized Debtors
      and (b) $76 million in unsecured "payable in kind" ("PIK")
      notes to be issued by a newly formed holding company on the
      effective date of the Plan.  Projected recovery by Soros is
      41%.

   2. Holders of administrative claims, non-priority tax claims
      and other secured claims will recover 100% provided that the
      claims do not exceed the caps set for those claims.

   3. Holders of allowed unsecured claims will receive a pro rata
      share of $2.0 million; provided that if the class of
      unsecured creditors votes in favor of the Plan, Soros has
      agreed to waive its unsecured deficiency claim totaling
      approximately $114.5 million.  If unsecured creditors accept
      the Plan, they'll recover 4.1% but if they reject, they'll
      recover only 1.2%.

   4. Holders of existing interests in Conexant will not receive
      any distribution on account of their interests, and the
      existing interests will be cancelled and discharged on the
      effective date.

Only Soros and the general unsecured claimants are voting on the
Plan.  The equity holders are deemed to reject the Plan on account
of their 0% recovery.

The Plan provides that if a "363 Triggering Event" occurs -- and
is not waived by Sorus -- the Debtor will no longer pursue
confirmation of the Plan and will instead commence an auction
process pursuant to Section 363 of the Bankruptcy Code with which
Sorus would serve as the stalking horse bidder.  Sorus will no
longer have any obligation to support the Plan and each party will
have to support a Sec. 363 sale upon occurrence of various events,
including (i) administrative claims exceeding the cap of
$17.5 million, non-priority claims exceeding the cap of
$1 million, or other secured claims exceeding the cap of
$1 million, or (ii) the company's failure to achieve the
milestones set for the in the RSA, (iii) the termination of the
Debtor's exclusive right to propose a plan.

In the event of a sale, the Debtors will seek approval of
customary bidding procedures and a hearing to approve the sale on
an expedited timeline.

The equity sponsors, Golden Gate Private Equity, Inc. and August
Capital, have agreed, among other things, that they (i) won't join
in any discussions regarding an alternative reorganization plan,
(ii) will not impair any of the Company's tax attributes by
transferring ownership of shares on or before the earlier the
effective date of the Plan or Dec. 31, 2013, and (iii) support the
sale in the event of a 363 Triggering Event.

The reorganized Debtors will implement a management incentive plan
for up to 15% of the equity in the reorganized Company, or the
non-equity equivalent thereof.  On the effective date of the
restructuring, the reorganized Debtors will pay emergence bonuses
to certain members of the senior management team and employees in
an amount of up to $1.5 million.

In the motion seeking approval of the Disclosure Statement, the
Debtors proposed this timeline:

   Event                                            Date
   -----                                            ----
Deadline for objections to Disclosure Statement   April 1, 2013

Voting record date                                April 8, 2013

Deadline to solicit votes on the Plan             April 12, 2013

Deadline to submit ballots on the Plan            May 9, 2013

Deadline to file Plan confirmation
  Objections                                      May 9, 2013

Confirmation hearing on Plan                      May 16, 2013

A copy of the Plan is available for free at:

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

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

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

                        About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

Conexant Systems, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-10367) on Feb. 28, 2013, with an agreement for a
balance sheet restructuring with equity sponsors and sole secured
lender, QP SFM Capital Holdings Limited, an entity managed by
Soros Fund Management LLC.

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP are
serving as legal counsel and Alvarez & Marsal is acting as
restructuring advisor to Conexant.  Akin Gump Strauss Hauer & Feld
LLP and Pepper Hamilton LLP are serving as legal counsel and
Blackstone Advisory Partners L.P. as restructuring advisor to the
secured lender.  Soros' counsel can be reached at:

         Michael S. Stamer, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         Bank of America Tower
         New York, NY 10036
         Facsimile: (212) 872-1002
         E-mail: mstamer@akingump.com


CONEXANT SYSTEMS: Soros DIP Financing Has Interim Approval
----------------------------------------------------------
Conexant Systems Inc. can now access $5 million of the $15 million
of debtor-in-possession financing being provided by an entity
managed Soros Fund Management LLC after the judge granted interim
approval to the loan at a hearing March 1.

The bankruptcy judge will consider final approval of the DIP
financing, which would allow the Debtor to access the remaining
$10 million, at a hearing before April 12, 2013.

Soros' QP SFM Capital Holdings Limited, which is already owed
$175 million on account of 11.25% senior secured notes, has agreed
to provide $15 million in incremental liquidity for the pre-
arranged Chapter 11 restructuring on these terms:

   -- Interest rate would be Adjusted LIBOR plus 7% with default
interest at +2%;

   -- The DIP financing will mature 120 days;

   -- Upon the receive of net cash proceeds in excess of $150,000
from an asset sale, the Debtors will promptly prepay the term loan
in an amount equal to 100% of the net cash proceeds,

   -- The DIP obligations will have priority over any and all
administrative expenses, subject to carve-out for U.S. Trustee
fees and professional fees of the Debtors and a statutory
committee;

   -- As the DIP financing contemplates providing the DIP lender
with priming liens on the liens granted prepetition pursuant to
11 U.S.C. Sec. 364(d), the Debtors will grant adequate protection
in the form of liens and superpriority administrative claims;

   -- Parties-in-interest will until the earlier of 75 days from
the date of the of the interim order or 60 days from the date a
statutory committee is first appointed to investigate the
validity, perfection and enforceability of the liens of Soros.

                        About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

Conexant Systems, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-10367) on Feb. 28, 2013, with an agreement for a
balance sheet restructuring with equity sponsors and sole secured
lender, QP SFM Capital Holdings Limited, an entity managed by
Soros Fund Management LLC.

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP are
serving as legal counsel and Alvarez & Marsal is acting as
restructuring advisor to Conexant.  Akin Gump Strauss Hauer & Feld
LLP and Pepper Hamilton LLP are serving as legal counsel and
Blackstone Advisory Partners L.P. as restructuring advisor to the
secured lender.


CONEXANT SYSTEMS: Proposes to Implement Severance Program
---------------------------------------------------------
Conexant Systems Inc. and its affiliates seek authority from the
Bankruptcy Court to implement a severance program and pay $235,000
to 25 recently terminated employees on account of the program.

To ensure the viability of their business, the Debtors have taken
steps to reduce costs and increase their productivity.  From 2006
to 2011, the Debtors reduced employee workforce from 3,120 to just
over 406 worldwide.  Immediately before the Petition Date, the
Debtors terminated 25 employees.

Prepetition the Debtors did not have a severance policy that was
consistently applied throughout the organization.  Given the lack
of an official policy, the Chapter 11 filing and management's
ongoing efforts to control costs, many employees perceive a lack
of job security.

Accordingly, the Debtors, with the support of the secured lender,
propose a severance program that would help alleviate concerns of
the Debtors' workforce by increasing job security and ensuring
operational stability.

The severance program provides terminated employees severance
payments ranging from two to four weeks of pay depending on their
length of employment in addition to certain Consolidated Omnibus
Budget Reconciliation Act ("COBRA") benefits:

   Years of Employment   Severance Amount     COBRA Benefits
   -------------------   ----------------     --------------
   Less than One Year    2 Weeks Pay          20.5% of Severance
   Less than Two         3 Weeks Pay          20.5% of Severance
   Greater than Two      4 Weeks Pay          20.5% of Severance

The program applies only to the non-insider employees.

Any payments of severance obligations will be reduced, dollar for
dollar, by any amounts paid to the employee under the WARN Act or
any applicable law related to the termination of the employment.

                        About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

Conexant Systems, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-10367) on Feb. 28, 2013, with an agreement for a
balance sheet restructuring with equity sponsors and sole secured
lender, QP SFM Capital Holdings Limited, an entity managed by
Soros Fund Management LLC.

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP are
serving as legal counsel and Alvarez & Marsal is acting as
restructuring advisor to Conexant.  Akin Gump Strauss Hauer & Feld
LLP and Pepper Hamilton LLP are serving as legal counsel and
Blackstone Advisory Partners L.P. as restructuring advisor to the
secured lender.


COOL MUSIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cool Music Network LLC
        641 E. 22nd Street
        Lawrence, KS 66046

Bankruptcy Case No.: 13-20425

Chapter 11 Petition Date: February 28, 2013

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Jeffrey A. Deines, Esq.
                  LENTZ CLARK DEINES, P.A.
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  E-mail: jdeines@lcdlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ksb13-20425.pdf

The petition was signed by Joe Comparato, CEO.


CORNERSTONE CHEMICAL: Moody's Rates New $220-Mil. Senior Notes B3
-----------------------------------------------------------------
Moody's Investors Service assigned to Cornerstone Chemical Company
a B2 Corporate Family Rating and B3 rating to the company's $220
million senior secured notes due 2018. Proceeds from the offering
will be used to refinance existing debt, fund a sponsor dividend,
and pay related fees and expenses. The rating outlook is stable.

"Cornerstone has done well in transitioning to a standalone entity
since its carve-out from Cytec about two years ago, but will need
to start generating free cash flow to maintain the assigned B2
CFR," said Ben Nelson, Moody's lead analyst for Cornerstone.

Assignments:

Issuer: Cornerstone Chemical Company

  Corporate Family Rating, Assigned B2

  Probability of Default Rating, Assigned B2-PD

  Senior Secured Notes due 2018, Assigned B3 (LGD4 58%)

Outlook, Stable

Ratings Rationale:

The assigned ratings are first-time ratings for Cornerstone, and
subject to Moody's review of final terms and conditions of the
proposed dividend recapitalization transaction.

The B2 CFR is weakly positioned due to single site operating risk,
reliance on volatile commodity chemicals, historical lack of cash
flow generation, and the lack of cash equity after the proposed
dividend. Pro forma financial leverage is relatively modest for
the rating category, but capital intensity limits the company's
prospective ability to generate free cash flow. Cost advantages
associated with synergistic manufacturing processes, long-term
customer relationships, formula-based customer contracts, diverse
end markets, and a good liquidity position support the rating. The
rating also recognizes Cornerstone's successful transition to a
standalone entity since its carve-out from Cytec in early 2011.

Cornerstone produces acrylonitrile, melamine, and sulfuric acid,
as well as various co-products, out of a single manufacturing
complex located on the Mississippi River near New Orleans,
Louisiana. The company benefits from logistical advantages
associated with the site, and operating cost offsets provided by
customer facilities located on the site, steam generated from its
own operations and spent acid returned from an on-site tenant.
Tenants also provide a source of demand for some of Cornerstone's
intermediate chemicals. The economics of the complex are reliant
on these various interdependencies and the impact of an
operational disruption, even if limited to certain units, could
have a meaningful adverse impact on profitability. Indeed, single
site risk is a principal rating constraint and necessitates that
the company maintain strong credit measures for its rating
category.

Moody's expects low-cost natural gas will provide domestic
petrochemical companies with a moderate competitive advantage
versus international competitors. Notwithstanding solid domestic
merchant market positions, Moody's believes that the company has
limited market power and essentially is a price taker which
generates commodity-like profit margins. This heightens the
importance on formula-based contracts with pass-through
arrangements to help maintain profitability. Cornerstone has these
contracts for most acrylonitrile and sulfuric acid production, but
is more exposed to market conditions with respect to melamine.
This segment saw tightening during the past year due to the start-
up of new capacity in the industry. Moody's anticipates continued
volatility in melamine margins, though ongoing recovery in the key
housing end market and regulatory support should tighten the
global supply/demand balance.

Moody's views the proposed dividend recapitalization transaction
as aggressive in part because it removes all of the cash equity
that the private equity sponsor used to capitalize the initial
transaction two years ago, and due to concerns that the additional
debt could result in stressed credit metrics in a downturn
scenario. That said, credit measures are relatively strong for the
rating category on a pro forma basis for the twelve months ended
November 30, 2012. Moody's estimates financial leverage in the
high 3 times Debt/EBITDA and interest coverage near 3 times
EBITDA/Interest. Capital intensity limits prospects for free cash
flow, which Moody's expects will be roughly breakeven in 2013 and
with solid execution should improve in 2014. The rating assumes
that the company will apply some of its cash flow to credit-
friendly purposes, such as repaying debt and improving liquidity,
in advance of a downturn.

The stable rating outlook assumes that Cornerstone will continue
to improve its operations, stay on track to generate free cash
flow in the mid single digit range in 2014, and maintain at least
$60 million of available liquidity. Moody's could downgrade the
ratings with expectations for financial leverage in excess of 5
times, sustained negative free cash flow, or deterioration in
liquidity. An adverse operational event or upsizing the
transaction to facilitate a larger sponsor dividend could also
have negative rating implications. Upward rating momentum is
limited at present. Moody's could upgrade the rating if
Cornerstone reduces absolute debt levels and builds up a
substantial liquidity position to help offset the operating risk
associated with its single site profile.

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

Cornerstone Chemical Company produces petrochemicals such as
acrylonitrile, melamine, and sulfuric acid. Private equity firm
H.I.G. Capital has owned the company since its carve-out from
Cytec Industries in February 2011. Headquartered in Waggaman, La.,
Cornerstone generated $597 million of revenue for the twelve
months ended November 30, 2012.


CORNERSTONE CHEMICAL: S&P Assigns Prelim. 'B- Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B-' corporate credit rating to Cornerstone Chemical
Co.  At the same time, S&P assigned its preliminary 'B' issue-
level rating to the company's proposed $220 million senior secured
notes due 2018, with a preliminary recovery rating of '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default.  All ratings are based on
preliminary terms and conditions.  The outlook is stable.

Cornerstone plans to use the proceeds from the proposed notes
offering to refinance its existing debt, fund a $73 million
dividend to sponsors, and pay fees and expenses.  The company also
plans to put in place a new asset-based lending (ABL) revolving
credit facility (unrated), which is expected to be undrawn at
close.

"The preliminary ratings on Cornerstone reflect our assessment of
the company's business risk profile as vulnerable and financial
risk profile as aggressive, as defined by our criteria," said
Standard & Poor's credit analyst Danny Krauss.

The ratings also reflect Standard & Poor's assessment of liquidity
as "less than adequate," as volatile raw material prices and
inventory builds prior to turnaround periods lead to significant
draws on the ABL intra-month.  With annual revenues of about
$600 million (for the 12 months ended Nov. 30, 2012), Cornerstone
is a producer of intermediate and building block chemicals,
primarily acrylonitrile, melamine, and sulfuric acid.

The outlook is stable.  S&P expects that the company should
benefit over the next year from what it believes will be modest
economic growth in the U.S., including a gradual recovery in the
housing market.  S&P assumes that management and the company's
owners will be supportive of credit quality and, therefore, S&P
have not factored into its analysis any additional dividends or
debt-funded acquisitions.  Based on S&P's scenario forecasts, over
the next 12 months the company will maintain credit metrics in
line with its expectations at the current rating, including FFO to
total adjusted debt of above 12% and adjusted debt to EBITDA of
4x-5x.

S&P could raise the ratings by one notch if the company is able to
improve earnings and generate moderately positive free cash flow
in 2013, allowing it to maintain adequate liquidity levels even
after considering intra-month working capital swings.  Based on
S&P's scenario forecasts it could consider a higher rating if
EBITDA margins rise by 100 basis points from 2012 levels, along
with a 5% increase in revenues.  In such a scenario, S&P would
expect FFO-to-debt to approach 20%.

The ratings could come under pressure if the downside risks to
S&P's forecast were to materialize, such as a significant
operating disruption to the manufacturing site, or a substantial
reduction in demand for one of the company's key products. We also
view the possibility of a spike in raw material costs,
particularly around the time when the company is undertaking
inventory building as part of a turnaround, as a key risk factor
for liquidity.  Based on S&P's downside scenario, it could
consider a negative rating action if revenues fell by 15% or more,
coupled with a drop in EBITDA margins of 200 basis points from its
current expectations.  At this point, S&P would expect the FFO-to-
debt ratio to drop to the mid-single digits.


CROWN HOLDINGS: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the ratings for Crown Holdings, Inc.,
and its subsidiaries, Crown Cork & Seal Company, Inc., Crown
Americas, LLC., and Crown European Holdings, SA. The Rating
Outlook is Stable.

Key Rating Drivers

Support for Crown's ratings is due to the solid cash flows
associated with its contractual commitments, stable demand
characteristics, strong market share and cost pass-through despite
current weakened global economic environment. Crown's geographical
diversification across both mature and emerging markets with a
diverse customer mix results in a balanced revenue stream that
should lend greater stability through economic cycles. Fitch
Ratings currently expects cash generation to increase over the
long term due to past capital investments in developing market
regions.

Increased beverage can volume demand should continue across the
majority of Crown's regions in 2013. Cost restructuring efforts in
European food and aerosol should at least offset negative effects
from economic pressure. Supply and demand characteristics should
remain firm for most of Asia with 3.6 billion of capacity
expansions, primarily outside of China expected in 2013. This
comes after Crown added more than 4.1 billion in capacity across
Asia with more than half within China the previous two years.

Consequently, when combined with other beverage can capacity
expansions, the can industry reported pricing pressures from
regional imbalances in China during the fourth quarter. Crown has
prudently pulled back on some expansion projects for 2013,
reflecting the lower demand growth although the overall China
market should continue strong growth this year to absorb the
majority of the current imbalances. Past capacity rationalizations
and selective-mix realignments by the can industry in its mature
markets also provides pricing stability.

Crown's liquidity is very good and includes its sustainable free
cash flow (FCF) generation, cash and availability under its
revolving facility and securitization programs. At the end of
fourth quarter 2012, Crown had approximately $1.5 billion in
liquidity primarily from its $1.2 billion secured credit
facilities ($45 million drawn) that will mature in June 2015. In
2012, FCF (less minority distributions) was $266 million including
insurance proceeds. In 2013, Fitch expects material growth in FCF
to at least $380 million as a result of several factors. These
include lower growth-related capital spending, expectations for
completed restructuring projects, lower pension contributions, and
ramp-up in productivity related to the organic capacity
expansions. Crown has indicated initial capital spending estimates
of $230 million for 2013 compared to spending of $324 million in
2012 and $401 million for 2011.

Crown has considerable ability to move cash through various
mechanisms to fund cash requirements in the U.S. Cash at the end
of the fourth quarter 2012 was $350 million. At December 31, 2012,
Crown had $100 million of available capacity under its $200
million North American facility that matures in December 2015 and
$41 million of available capacity under a new Euro110 ($144)
million European securitization facility maturing in July 2017.

Crown targets the majority of its excess cash for shareholder
friendly initiatives since Crown is within company leverage
targets. Accordingly, almost three quarters of Crown's FCF during
the past four years has been used for partner dividends or share
repurchases. Expectations are for Crown to pace share repurchases
to the level of free cash flow. Crown's board of directors has
authorized a stock repurchase program of up to $800 million
through the end of 2014. Crown also pays out approximately $80 to
$85 million in minority distributions but does not have a
dividend. Fitch does not expect any significant minority interest
acquisitions given Crown's past focus.

Crown's near- to medium-term maturities are relatively modest
(under $150 million) during the next four years and are primarily
related to term loan amortization. The term loans mature in June
2016. The next significant maturity for Crown's unsecured notes is
Euro 500 million due in 2018. Crown has significant cushion under
its present covenants.

Leverage at the end of the fourth quarter of 2012 was
approximately 3.3 times (x). Fitch views the top end of the
expected leverage range for the rating below the low to mid 3x
range. Fitch expects leverage will moderate going forward from
term loan repayments and EBITDA growth.

Credit risks which Fitch believes are manageable include the
increase in revenue exposure to more volatile, higher-growth
emerging markets, exposure to weather and crop disturbances
affecting food pack, macro events outside the control of the
company, the asbestos liability and pension deficit. In late 2011,
Crown took steps to address its growing pension deficit in the
U.S. with funding from proceeds of an add-on $350 million term
loan that has substantially diminished any contribution
requirements for the next couple of years. The GAAP funding levels
at the end of 2012 for the U.S. and non-U.S plans were 80% and 87%
on benefit obligations of $1.6 billion and $3.6 billion
respectively. Crown expects pension contributions in 2013 of
approximately $85 million, less than the $103 million in 2012.

Rating Sensitivities

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

-- Crown adopting more aggressive financial policies or operating
    performance deteriorated resulting in material erosion to
    Crown's credit profile particularly pushing sustained leverage
    greater than 3.5x.

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

-- Considerable increase in asbestos liability.

-- Significant change in operating trends across the emerging
    market regions.

-- Macro events outside the company's control.

-- Significantly reduced free cash flow prospects.

Positive: Crown would need to change its current financial
policies. In particular, this would require the company to commit
to a reduced, more conservative financial leverage policy, less
than 2.5x, and increased free cash generation relative to adjusted
debt greater than 10%. As a result, Fitch's sensitivities do not
currently anticipate developments with a material likelihood,
individually or collectively, of leading to a rating upgrade.

Fitch affirms the following ratings:

Crown:
-- Issuer Default Rating (IDR) at 'BB+';

CCS:
-- IDR at 'BB+';
-- Senior unsecured notes at 'BB';

CA:
-- IDR at 'BB+';
-- Senior secured term facility at 'BBB-';
-- Senior secured revolving facility at 'BBB-';
-- Senior unsecured notes at 'BB+';

CEH:
-- IDR at 'BB+';
-- Senior secured euro term facility at 'BBB-';
-- Senior secured euro revolving facility at 'BBB-';
-- Senior unsecured notes at 'BB+'.


DEX MEDIA EAST: Bank Debt Trades at 29% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 71.42 cents-on-
the-dollar during the week ended Friday, March 1, 2013, a drop of
0.58 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014.  The loan is one of the biggest gainers and losers for
the week ended March 1 among 238 widely quoted syndicated loans
with five or more bids in secondary trading.

              About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection (Bank. D. Del. Case No. 09-11833 through 09-11852)
on May 28, 2009.  They emerged from bankruptcy on Jan. 29, 2010.
On the Effective Date and in connection with its emergence from
Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.


DEX MEDIA WEST: Bank Debt Trades at 24% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 76.10 cents-on-
the-dollar during the week ended Friday, March 1, 2013, a drop of
0.50 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014, and carries Moody's Caa3 rating.  The loan is one of the
biggest gainers and losers for the week ended March 1 among 238
widely quoted syndicated loans with five or more bids in secondary
trading.

                 About R.H. Donnelley & Dex Media

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.

                           *     *     *

In early April 2012, Standard & Poor's Ratings Services raised its
corporate credit rating on Cary, N.C.-based Dex One Corp. and
related entities to 'CCC' from 'SD' (selective default). The
rating outlook is
negative.

"At the same time, we affirmed our issue-level rating on Dex Media
East Inc.'s $672 million outstanding term loan, Dex Media West
Inc.'s $594 million outstanding term loan, and R.H. Donnelley
Inc.'s $866 million outstanding term loan due 2014 at 'D'. The
recovery rating on these loans remains at '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.

"The company's March 9, 2012 amendment allows for ongoing subpar
repurchases of its term debt until 2013, as long as certain
conditions are met. Additionally, on March 22, 2012, the company
announced the commencement of a cash tender offer to purchase a
portion of its senior subordinated notes due in 2017 below par.
The term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue a subpar buyback. We believe that these
circumstances suggest a high probability of future subpar
buybacks, which are tantamount to default under our criteria," S&P
said.

"The 'CCC' corporate credit rating reflects our view that Dex
One's business will remain under pressure given the unfavorable
outlook for print directory advertising. We view the company's
rising debt leverage, low debt trading levels, weak operating
outlook, and steadily declining discretionary cash flow as
indications of financial distress. As such, we continue to assess
the company's financial risk profile as 'highly leveraged,' based
on our criteria. We regard the company's business risk profile as
'vulnerable,' based on significant risks of continued structural
and cyclical decline in the print directory sector. Structural
risks include increased competition from online and other
distribution channels as small business advertising expands across
a greater number of marketing channels," S&P said.


DIAL GLOBAL: Lenders Agree to Recapitalize Credit Facilities
------------------------------------------------------------
Dial Global, Inc. on March 4 disclosed that the Company, its
lenders and certain of its stockholders have agreed to
recapitalize the Company's existing credit facilities, other
obligations and equity interests.

Spencer Brown, Dial Global's Chief Executive Officer, said, "The
new agreements with our lenders represent a significant step
forward for the Company. Once these transactions close, we will
have de-levered our balance sheet and decreased cash interest
expense.  The agreements will provide us with greater flexibility
to actively manage and grow our business.  We look forward to
closing these transactions in April and focusing on serving our
clients."

As part of the recapitalization, the Company has entered into an
Amended and Restated Credit Agreement, by and among the Company,
General Electric Capital Corporation, as administrative agent and
collateral agent, and the lenders party thereto, which provides
for a $15 million paydown of the Company's existing term loan and
revolving credit commitments.  The maturity date under the First
Lien Credit Agreement is October 21, 2016.

The Company also entered into a Priority Second Lien Credit
Agreement among the Company, the administrative agent, the
syndication agent and the lender party thereto, pursuant to which
such lender agreed to invest an additional $31.5 million through a
term loan facility to the Company, with a maturity date of
July 21, 2017.  In connection with such lender's agreement to
extend credit under the Priority Second Lien Credit Agreement, the
Company agreed to issue it penny warrants to purchase 7.5% of the
Company's common stock exercisable immediately following the
consummation of the recapitalization.  The effectiveness of each
credit agreement is subject to the satisfaction of certain
conditions.

The lenders under the Company's existing Second Lien Credit
Agreement, dated as of October 21, 2011 agreed, subject to the
satisfaction of specified conditions, to restructure their
existing approximately $93 million in second lien obligations by
amending and restating the Second Lien Credit Agreement to provide
for a $30 million term loan that matures five years after the
expected closing of the recapitalization and exchanging
approximately $63 million in remaining obligations under the
existing Second Lien Credit Agreement for a new series of
preferred stock of the Company.  As part of these agreements,
these holders of preferred stock will be granted certain corporate
governance rights.  The Company also agreed to issue the 2L
lenders for nominal consideration warrants to purchase 12.0% of
the Company's common stock in connection with the exchange of a
portion of the existing second lien obligations for preferred
stock, which warrants will be exercisable at various dates after
the recapitalization if the Company does not retire the $30
million second lien term loan and the preferred stock held by such
2L lenders prior to the specified dates.

Under various subscription and exchange agreements between the
Company and the holders of the Company's PIK Notes and Series A
Preferred Stock, such holders have agreed, subject to the
satisfaction of certain specified conditions, to exchange their
PIK Notes and Series A Preferred Stock for equity securities of
the Company and have further agreed to make an additional equity
infusion of $16.5 million.

The recapitalization is expected to become effective on or around
April 16, 2013, subject to the satisfaction or waiver of certain
conditions precedent set forth in the First Lien Credit Agreement,
the Second Lien Credit Agreement and the other transaction
documents.  There can be no assurances that the recapitalization
will be consummated on the terms described herein, or at all.

                         About Dial Global

Headquartered in New York City, Dial Global, Inc. --
http://www.dialglobal.com-- is an independent, full-service
network radio company that distributes, produces, or syndicates
programming and services to more than 8,500 radio stations
nationwide.  The Company produces and distributes over 200 news,
sports, music, talk and entertainment radio programs, services and
digital applications, as well as audio content from live events,
turn-key music formats (the 24/7 Radio Formats), prep services,
jingles and imaging.  In addition, the Company is the largest
sales representative for independent third party providers of
audio content.  The Company has no operations outside the United
States, but sells to customers outside of the United States.

The Company's balance sheet at Sept. 30, 2012, showed
$380.9 million in total assets, $385.2 million in total
liabilities, $10.5 million of Series A Preferred Stock, and a
stockholders' deficit of $14.8 million.

"...[I]f an event of default under the Credit Facilities occurs
and results in an acceleration of the Credit Facilities, a
material adverse effect on us and our results of operations would
likely result or we may be forced to (1) attempt to restructure
our indebtedness, (2) cease our operations or (3) seek protection
under applicable state or federal laws, including but not limited
to, bankruptcy laws.  If one or more of foregoing events were to
occur, this would 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.


DYNAMIC COMPUTER: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Dynamic Computer, Inc.
        Calle Zambese, #210
        San Juan, PR 00926

Bankruptcy Case No.: 13-01573

Chapter 11 Petition Date: February 28, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  LAW OFFICE OF CARLOS RODRIGUEZ QUESADA
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  E-mail: cerqlaw@coqui.net

Scheduled Assets: $60,708

Scheduled Liabilities: $1,404,141

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb13-01573.pdf

The petition was signed by Walter I. Montalvo, president.


EASTMAN KODAK: Seeks Approval to Cancel Contracts with OTC, et al.
------------------------------------------------------------------
Eastman Kodak Co. asked for approval from the U.S. Bankruptcy
Court for the Southern District of New York to cancel contracts
with Eloquent Inc., Open Text Corp. and TARGUS Information Corp.
The contracts are listed at http://is.gd/FZlPHR

A court hearing is scheduled for March 20.  Objections are due by
March 13.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.


ECO BUILDING: Incurs $3.7 Million Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Eco Building Products, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.70 million on $1.36 million of total revenue for
the three months ended Dec. 31, 2012, as compared with a net loss
of $1.72 million on $996,845 of total revenue for the same period
a year ago.

For the six-month ended Dec. 31, 2012, the Company incurred a net
loss of $6.53 million on $2.42 million of total revenue, as
compared with a net loss of $3.31 million on $1.68 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $5.03 million
in total assets, $10.88 million in total liabilities and a $5.85
million total stockholders' deficit.

A copy of the Form 10-Q, as amended on Feb. 26, 2013, is available
at http://is.gd/3QAIEX

The purpose of the amendment was to furnish the XBRL presentation
not filed with the original 10Q filed on Feb. 19, 2012, and to
make minor revisions to the original filing regarding rounding
errors on the Statement of Cash Flows.

                        About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

The Company reported a net loss of $11.2 million on $3.7 million
of revenue in fiscal 2012, compared with a net loss of
$6.0 million on $1.3 million of revenue in fiscal 2011.

Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern following the
fiscal 2012 financial results.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.

The Company's balance sheet at Sept. 30, 2012, showed $5.32
million in total assets, $9.54 million in total liabilities and a
$4.22 million total stockholders' deficit.


EL FARMER: Has Access to BPPR Cash Collateral Until April 30
------------------------------------------------------------
El Farmer, Inc., asks the U.S. Bankruptcy Court for the District
of Puerto Rico to approve a stipulation authorizing the use of
Banco Popular de Puerto Rico's cash collateral until April 30,
2013.

The Debtor's indebtedness to Banco Popular de Puerto as of the
filing date is $11,694,429.  Prepetition, the Debtor negotiated
with BPPR a restructuring plan related to the secured loans,
however, it was never formalized.  The Debtor signed the Term
sheet agreeing to the terms of the Restructuring Plan on
Dec. 12, 2012.

BPPR also holds and controls a commercial account into which all
accounts receivables of the Debtor are deposited by the Debtor's
principal client, Suiza Dairy, Inc.

The Debtor and the Bank have agreed on the Debtor's continued use
of cash collateral.  The bank has consented to the Debtor's use of
$71,822 of the cash collateral for January; $73,940 for February;
75,322 for March and $76,725 for April, for payment of the on-
going business expenses.

For the total amount generated from the sale of milk to Suiza,
Suiza will pay directly to Pan American, $76,108 for January;
$78,712 for February; $80,473 for March; and $82,134 for April.
In the same period, Suiza will disburse directly to BDE $4,978.

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

The Court also approved a stipulation with Pan American which
provides that:

   1. An authorized representative of Pan American will verify on-
      site the periodic needs for feed of the Debtor and as a
      result will issue a purchase order for feed and grain
      according to the needs of the Debtor's operation.  The order
      will be immediately processed by Pan American after its
      approval by the Debtor.

   2. The resulting invoice from Pan American will be delivered
      immediately to Suiza Dairy, Inc. which will immediately
      process and disburse the invoiced amount to an authorized
      representative of Pan American who will personally retrieve
      the payment from Suiza's commercial offices.

   3. At no time hereafter, Suiza will deliver to Pan American
      payments in excess of the amount listed for each requested
      between January 2013, and April 2013 unless specifically
      authorized by an order from the Bankruptcy Court and an
      agreement between Pan American, the Debtor and the Bank.

The amount needed by the Debtor is the net amount of 476,108 in
January, $78,712 in February, $80,472 in March and 82,134 in
April.  $64,000 will periodically be available from Suiza Dairy,
Inc.

A copy of the stipulation is available for free at:

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

El Farmer Inc. filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-09687) in Old San Juan, Puerto Rico on Dec. 7, 2012.  The
Debtor scheduled $18.3 million in assets and $12.0 million in
liabilities, including $11.0 million owed to secured creditor
Banco Popular De Puerto Rico.  The Debtor owns farm lands in
Isabela, Puerto Rico.


EMMIS COMMUNICATIONS: Sells 98% Title in Radio Network for $21MM
----------------------------------------------------------------
Emmis Communications Corporation, through its subsidiaries, sold
its 98% ownership interest in a national radio network in Slovakia
to Bauer Media Group, a German company, for approximately 16
million Euros (approximately $21 million), inclusive of payments
for working capital.

About $18 million of the net proceeds were used to reduce amounts
outstanding under Emmis' senior credit facility.  The remaining
net proceeds, after transaction costs, are being retained in
Europe and will be used to help fund the costs associated with
Emmis' Hungarian legal claim before the International Centre for
Settlement of Investment Disputes.

The transaction includes customary representations, warranties and
covenants.  In calendar 2012, this entity reported net revenues
and EBITDA of approximately $10.4 million and $3.2 million,
respectively.

A copy of the Share Purchase Deed is available for free at:

                       http://is.gd/w2xnFC

                    About Emmis Communications

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

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

                           *     *     *

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

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


ENDEAVOUR INT'L: Weak Liquidity Cues Moody's to Cut CFR to Caa3
---------------------------------------------------------------
Moody's Investors Service downgraded Endeavour International
Corporation's Corporate Family Rating to Caa3 from Caa1, its first
priority notes rating to Caa3 from Caa1, and its second priority
notes to Ca from Caa2. Endeavour's Speculative Grade Liquidity
rating was changed to SGL-4 from SGL-2 and the outlook was changed
to negative from stable.

"The recent storm-related production delay on Endeavour-operated
East Rochelle well in the U.K. North Sea came at an inopportune
time given significantly weaker than expected liquidity and its
limited flexibility to delay capital spending obligations given
its primarily non-operator status on its reserves base," commented
Saulat Sultan, Moody's Vice President. "The company's small scale
and geographic concentration in the North Sea, as well as high
leverage levels, further exacerbate the impact of these events."

Ratings Rationale:

Endeavour's Caa3 CFR reflects its weak liquidity, small production
and proved reserve scale, geographic concentration and the
uncertainties regarding its future performance given the inherent
execution risks related to its offshore North Sea operations for a
company of its size. The company has high debt levels and limited
operational control over its property base as it is primarily owns
non-operating working interests assets except in the Rochelle
field. Endeavour is in the process of moving its drilling
operations to West Rochelle in an effort to allow start-up of the
Rochelle development. However, the additional cost incurred adds
to an already very strained liquidity position, with the risks of
further production delays and cost overruns still remaining.

The company relies on its $125 million revolving credit facility
that matures in October 2013 and cash on hand for its liquidity
needs. While Endeavour had cash on balance sheet of approximately
$75 million as of September 30, 2012 (fourth quarter and full year
2012 results are scheduled to be released on March 6, 2013), semi-
annual coupon payments on its first priority and second priority
notes of approximately $33 million are due in the first quarter of
2013. With delayed cash flows from Rochelle production and the
upcoming revolver maturity, Endeavour's liquidity is under very
significant pressure. The company's plans to explore several
strategic alternatives, including a possible sale or merger of the
company, further add to uncertainty.

The Caa3 rating on the first priority notes and the Ca rating on
the second priority notes reflect both the overall probability of
default of Endeavour, to which Moody's assigns a PDR of Caa3-PD,
and loss given default of LGD 3 (38%) and LGD 5 (75%),
respectively. The first priority notes and second priority notes
have first and second priority liens on 65% of the capital stock
of Endeavour's primary foreign subsidiaries and an unsecured
intercompany loan payable by the primary foreign subsidiary and
all future foreign intercompany loans. Therefore the first
priority notes and second priority notes have a superior claim to
foreign subsidiary assets over Endeavour's 5.5% convertible senior
notes due 2016 and the 11.5% convertible bonds due 2016.

The negative outlook reflects the uncertainty around liquidity,
operational performance, production growth, and funding through
2013. The ratings could be downgraded if Endeavour's liquidity
were to further deteriorate. Moody's could revise the outlook to
stable if the company sufficiently addresses its liquidity needs
for the next 12-18 months and is able to achieve its production
targets without delays or cost overruns.

Downgrades:

Issuer: Endeavour International Corporation

  Probability of Default Rating, Downgraded to Caa3-PD from Caa1-
  PD

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

  Corporate Family Rating, Downgraded to Caa3 from Caa1

  First Priority Notes, Downgraded to Caa3, LGD 3 (38%) from
  Caa1, LGD 3 (43%)

  Second Priority Notes, Downgraded to Ca, LGD 5 (75%) from Caa2,
  LGD 5 (72%)

Outlook Actions:

Issuer: Endeavour International Corporation

  Outlook, Changed to Negative from Stable

The principal methodology used in rating Endeavour International
Corporation was the Global Independent Exploration and Production
Industry Methodology published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Endeavour International Corporation is a publicly traded
independent exploration and production company headquartered in
Houston, Texas.


ENDLESS MOUNTAINS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Endless Mountains Investors, LLC
        1340 Zipp Road
        Pennsburg, PA 18073

Bankruptcy Case No.: 13-11637

Chapter 11 Petition Date: February 27, 2013

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

Judge: Eric L. Frank

Debtor's Counsel: Joshua T. McNamara, Esq.
                  JOSHUA T. MCNAMARA, ATTORNEY AT LAW
                  2201 Pennsylvania Avenue, Suite 104
                  Philadelphia, PA 19130
                  Tel: (215) 260-8012
                  E-mail: jmcnamaralaw@comcast.net

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

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

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

The petition was signed by E. Wayne Poolus, manager.


EPICEPT CORP: Incurs $872,000 Net Loss in Fourth Quarter
--------------------------------------------------------
Epicept Corporation reported a net loss of $872,000 on $91,000 of
total revenue for the three months ended Dec. 31, 2012, as
compared with a net loss of $3.45 million on $207,000 of total
revenue for the same period during the prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $2.57 million on $7.80 million of total revenue, as compared
with a net loss of $15.65 million on $944,000 of total revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.32 million
in total assets, $15.29 million in total liabilities and a $13.97
million total stockholders' deficit.

Robert Cook, Interim President and CEO of EpiCept, commented,
"While we are focused on completing the merger with Immune that we
announced in November 2012, we also remain committed to advancing
our clinical programs to the greatest extent possible.  We are
working with the National Cancer Institute to initiate the second
phase (the Phase II portion) of its study of crolibulinTM in the
treatment of anaplastic thyroid cancer.  Also, in conjunction with
Immune we have renewed talks with several prospective partners
concerning the potential out-licensing of AmiKetTM.  We remain
very enthusiastic about the proposed merger with Immune
Pharmaceuticals as we believe this transaction will provide
EpiCept shareholders the opportunity both to benefit from the
further development of EpiCept's pipeline and to share in the
enormous potential that exists in Immune's pipeline with
bertilimumab and the NanomAb(R) technology.  We expect to close
the transaction in the second quarter of 2013."

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

                        http://is.gd/ULgQwO

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.


ESIO HOLDING: Bankruptcy Filing No Impact on Esio Water Status
--------------------------------------------------------------
Esio Water and Beverage Development Corp. would like to clarify
that its legal status has not been affected by the bankruptcy
filing by Esio Holding Company, LLC.

On February 23, 2013, Esio Holding Company, LLC and Esio
Franchising, LLC, a subsidiary of EHC, filed a Chapter 11 petition
in U.S. Bankruptcy Court, District of Arizona.

Esio Water and Beverage Development Corp. is a separate corporate
entity, with separate shareholder ownership, that has entered into
various franchising agreements with EFC with respect to the
Dallas/Ft. Worth region.  Esio Water and Beverage Development
Corp. was not part of the bankruptcy filing by EHC and EFC.  The
Company also notes that it is current with all of its filings with
the Securities and Exchange Commission.

The impact of the bankruptcy filing by EHC and EFC upon the
business of Esio Water and Beverage Development Corp. is not known
at the present time and may not be fully determined for several
months.

         About Esio Water and Beverage Development Corp.

Esio Water and Beverage Development Corp. Is headquartered in
Scottsdale, Arizona, and its common stock trades on the OTC
Bulletin Board under the symbol "ESWB".


ESA ENVIRONMENTAL: 4th Cir. Says Hanover Can Keep $1.375MM
----------------------------------------------------------
The U.S. Court of Appeals for the Fourth Circuit, in a split
decision, upheld a district court decision affirming the award of
summary judgment to The Hanover Insurance Co. by the bankruptcy
court overseeing the case of ESA Environmental Specialists, Inc.
The bankruptcy court concluded that ESA's transfer of $1.375
million to Hanover within 90 days of ESA's filing a petition for
bankruptcy was not an avoidable preference under 11 U.S.C. Sec.
547(b).  The Trustee in bankruptcy of ESA Environmental
Specialists took an appeal from the lower courts' decision.

ESA was an environmental and industrial engineering firm that
sought and performed construction projects under contract with the
federal government.  Pursuant to the Miller Act, ESA was required
to obtain and furnish to the government two types of surety bonds
as a condition precedent "[b]efore any contract of more than
$100,000 [could be] awarded for the construction, alteration, or
repair of any public building or public work of the Federal
Government."  The surety bonds functioned to secure ESA's
obligation to complete its contract and pay its vendors and
subcontractors.

After ESA filed for Chapter 11 bankruptcy (Bankr. W.D. N.C. Case
No. 07-31532) on Aug. 1, 2007, Hanover drew on the Letter of
Credit and received the $1,375,000 payment from SunTrust.  ESA's
case was later converted to Chapter 7 liquidation.  Stanley
Campbell was duly appointed as the Chapter 7 trustee for ESA.

The appellate case is, STANLEY MARVIN CAMPBELL, Plaintiff-
Appellant, v. THE HANOVER INSURANCE COMPANY, Defendant-Appellee,
No. 11-2150 (4th Cir.).  A copy of the Fourth Circuit's March 1,
2013 decision is available at http://is.gd/NCPzSXfrom Leagle.com.

Allen Burton Shuford, Esq. -- bshuford@thebaingroup.net -- at The
Bain Group, PLLC, in Charlotte, North Carolina, represents the ESA
Trustee.

William L. Esser, Esq. -- willesser@parkerpoe.com -- at Parker,
Poe, Adams & Bernstein, LLP, in Charlotte, argues for Hanover.


FANNIE MAE: David Benson Succeeds Susan McFarland as CFO
--------------------------------------------------------
Fannie Mae appointed David C. Benson, age 53, as Executive Vice
President and Chief Financial Officer of the company, effective as
of the first day following the filing of the company's annual
report on Form 10-K for the year ended Dec. 31, 2012.

Mr. Benson will succeed Susan R. McFarland as Fannie Mae's Chief
Financial Officer.  Ms. McFarland will be resigning as Executive
Vice President and Chief Financial Officer effective as of the
first day following the filing of the company's 2012 Form 10-K.
She will remain employed by the company as a senior adviser for a
transition period that will end no later than June 30, 2013.

Once he becomes Executive Vice President and Chief Financial
Officer, Mr. Benson will cease serving as Fannie Mae's Executive
Vice President - Capital Markets, Securitization & Corporate
Strategy, a position he has held since September 2012.  Mr. Benson
previously served as Fannie Mae's Executive Vice President -
Capital Markets from April 2009 to September 2012.  He also served
as Treasurer from June 2010 to January 2012.  Mr. Benson
previously served as Fannie Mae's Executive Vice President --
Capital Markets and Treasury from August 2008 to April 2009, as
Fannie Mae's Senior Vice President and Treasurer from March 2006
to August 2008, and as Fannie Mae's Vice President and Assistant
Treasurer from June 2002 to February 2006.  Prior to joining
Fannie Mae in 2002, Mr. Benson was Managing Director in the fixed
income division of Merrill Lynch & Co.  From 1988 through 2002, he
served in several capacities at Merrill Lynch in the areas of risk
management, trading, debt syndication and e-commerce based in New
York and London.

On Feb. 21, 2013, Fannie Mae also appointed Andrew J. Bon Salle as
Executive Vice President - Single-Family Underwriting, Pricing &
Capital Markets, effective as of the first day following the
filing of the company's 2012 Form 10-K.  Mr. Bon Salle is
currently Fannie Mae's Senior Vice President and Head of
Underwriting and Pricing.

                          About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since Sept. 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reported a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

The Company's balance sheet at June 30, 2012, showed
$3.19 trillion in total assets, $3.19 trillion in total
liabilities, and $2.77 billion in total equity.


FLAMINGO 55: Nevada Court Won't Reinstate Grantham Lawsuit
----------------------------------------------------------
Nevada District Judge Kent J. Dawson declined to reinstate a
lawsuit commenced by Gregory Grantham and John Saba against
Timothy Cory, the Chapter 7 Trustee of the consolidated bankruptcy
estates of Flamingo 55, Inc. and Vegas Townhome Partners, LP.
Grantham et al. appealed the dismissal order.

In several proceedings before Judge Bruce Markell, the Bankruptcy
Court determined that a parcel of land containing 54 unimproved
lots in Las Vegas Nevada was the property of the bankruptcy estate
of Flamingo 55.  Subsequently, Grantham et al. contended before
the Bankruptcy Court that a ruling by the United States Court of
Appeals for the Ninth Circuit demonstrates that property which the
Trustee sold actually was the property of a partnership between
Flamingo 55, Inc. and BA.  Grantham et al. sought dissolution of
the partnership and contended that the proceeds of that sale
constitute partnership property and that the Trustee is wrongfully
withholding funds in which the partnership has an interest.  The
Bankruptcy Court dismissed the action because Grantham et al. were
seeking to litigate issues already decided by the Bankruptcy Court
and the Ninth Circuit's decision did not affect the Bankruptcy
Court's prior determinations that the Property was part of the
bankruptcy estate.

The District Court reviewed the issues presented in the appeal de
novo.  Based on this review, Judge Dawson said the Bankruptcy
Court was correct in its determination that Grantham et al. failed
to state a viable claim.  The claims and issues raised in the
Dissolution Complaint have previously been litigated between the
parties.  The Bankruptcy Court has determined more than once that
the Property did not belong to any partnership between BA and
Flamingo 55 and that it was properly included in the bankruptcy
estate.

An involuntary Chapter 7 bankruptcy petition was filed against
Flamingo 55, Inc., (Bankr. D. Nev. Case No. 03-1947) on July 31,
2003.  On Jan. 15, 2004, Timothy Cory was added as Chapter 7
trustee.

Vegas Townhome Partners, L.P., filed a voluntary Chapter 11
petition (Bankr. D. Nev. Case No. 03-25222) on Dec. 12, 2003.  On
March 18, 2004, Vegas Townhome's Chapter 11 case was converted to
a Chapter 7 case and Mr. Cory was added to the Vegas Townhome case
as Chapter 7 trustee.

On May 12, 2004, the Chapter 7 case of Flamingo 55 and Vegas
Townhome were consolidated and the Trustee was confirmed as the
trustee for the consolidated case.

Before the Flamingo 55 bankruptcy, the Property was conveyed to
entities controlled by Grantham et al.  The Chapter 7 Trustee
brought a fraudulent transfer action against Grantham et al.  This
action was settled on Aug. 3, 2004 when Grantham et al. signed a
Quitclaim Deed conveying all right, title, and interest in and to
the Property to Flamingo 55.  The Bankruptcy Court approved
settlement of the Fraudulent Transfer Action on Sept. 22, 2004.

On May 7, 2004, Grantham et al. filed a proof of claim against the
Debtors' estate, asserting a secured claim for $5,000,000 against
the Property.  The Trustee objected to the claim and on Nov. 16,
2004, the Bankruptcy Court entered an order disallowing the Claim.
Grantham et al.appealed the Claim Order to the District Court. The
District Court upheld the decision of the Bankruptcy Court and
Grantham et al. unsuccessfully appealed to the Ninth Circuit.

On Nov. 30, 2004, the Bankruptcy Court entered an Order
authorizing the Trustee to sell the real property of the estate,
including the Property.  Grantham et al. acknowledged in their
objection to the sale, that the Property was property of the
bankruptcy estate.  Grantham et al. filed a notice of appeal of
the Sale Order, which they moved to dismiss on March 4, 2005.

On Feb. 1, 2005, Grantham et al. filed a complaint against the
Chapter 7 Trustee in an adversary proceeding, case no. 05-01020-
BAM -- First Adversary Complaint -- seeking a declaratory judgment
that Grantham et al. are the owners of the Property and entitled
to an equitable lien on the Property, and seeking a constructive
trust on the Property in their favor.  The Bankruptcy Court
granted summary judgment on the claims raised in the First
Adversary Complaint and ruled that the estate owned the Property
and that Grantham et al. lacked a claim to the Property.

The Property was eventually sold in July 2005 and the Chapter 7
Trustee retained the proceeds from the sale.  On Nov. 19, 2005,
Grantham et al. filed a claim based on subrogation in the
consolidated case.  The Trustee filed an objection to the
Subrogation Claim.  The Bankruptcy Court disallowed the
Subrogation Claim and issued an opinion in which the Bankruptcy
Court held that Grantham et al.'s interest in Flamingo 55 was
equity interest only and not an interest in the ownership of the
Property.  The Bankruptcy Court found that the Trustee's claim to
the property had priority over any alleged subrogation claim and
"As of [the Trustee's] appointment, he had the status of a bona
fide purchaser of the . . . Property without notice of
[Plaintiffs'] claimed subrogation interest."

Grantham et al. moved for reconsideration of the Order, which the
Bankruptcy Court denied.  Grantham et al. then appealed to the
District Court, which affirmed the Bankruptcy Court's ruling.
Grantham et al. appealed to the Ninth Circuit, which affirmed the
Bankruptcy Court's disallowance of the subrogation claim. In its
opinion, the Ninth Circuit noted the Bankruptcy Court's
determination that BA was partners with Flamingo 55, and stated
that "We clarify that it is [BA's] position as a partner or
coventurer in the development enterprise that distinguished it as
a joint borrower rather than a mere surety, guarantor or
accommodation comaker."

Grantham et al. contend that this language established BA's
interest in the Property.  On Sept. 27, 2011, Grantham et al.
filed a complaint against Defendants in District Court.  Based on
the Ninth Circuit's ruling, Grantham et al. sought dissolution of
the partnership between BA and Flamingo 55 and further sought
judgment against the Defendants based on the Trustee's sale of the
Property.  Judge Philip M. Pro referred the matter to the
Bankruptcy Court because the claims were core proceedings.

Grantham et al.'s Dissolution Complaint claimed that the Ninth
Circuit had "determined that Grantham and Saba's predecessor in
interest Broadway-Acacia, LLC, and the debtor Flamingo 55, Inc.,
were partners or coventurers in a venture to develop certain
property."  On Feb. 24, 2012, the Chapter 7 Trustee filed a Motion
to Dismiss the Complaint, which the Bankruptcy Court granted on
April 6, 2012.

The case is, GREGORY E. GRANTHAM, et al., Plaintiffs/Appellants,
v. TIMOTHY S. CORY, et al., Defendants/Appellees, Case No. 2:12-
CV-00671-KJD-CWH (D. Nev.).  A copy of the Court's Feb. 28, 2013
order is available at http://is.gd/7BMn6Wfrom Leagle.com.


FRANK PARSONS: Suits v. Insurer, Int'l Paper Remain Pending
-----------------------------------------------------------
Bankrutcy Judge Robert A. Gordon signed off on two stipulations
that extend the time for defendants to respond to lawsuits filed
by Edward T. Gavin, the duly appointed Trustee of the FPI
Liquidating Trust.  The Trust sued the defendants to avoid
preferential transfers, recover property, and for related relief.

The stipulations extend the response deadline to:

     -- February 22, 2013, for The Insurance Company of the State
        of Pennsylvania, which is represented by Adam L. Rosen,
        Esq. -- ARosen@silvermanacampora.com -- at SILVERMAN
        ACAMPORA LLP, in Jericho, New York.  A copy of the
        stipulation is available at http://is.gd/Ivpfnifrom
        Leagle.com.

     -- February 25, 2013, for International Paper Company, which
        is represented by David M. Banker, Esq. --
        dbanker@lowenstein.com -- at LOWENSTEIN SANDLER LLP, in
        New York NY 10020.  A copy of the stipulation is available
        at http://is.gd/TZtWEpfrom Leagle.com.

                       About Frank Parsons

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

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

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

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

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

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


FREESEAS INC: Issues 200,000 Additional Shares to Hanover
---------------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
Feb. 13, 2013, entered an order approving, among other things, the
fairness of the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC v. FreeSeas Inc., Case No. 150802/2013.  Hanover
commenced the Action against the Company on Jan. 28, 2013, to
recover an aggregate of $740,651 of past-due accounts payable of
the Company, plus fees and costs.  The Settlement Agreement became
effective and binding upon the Company and Hanover upon execution
of the Order by the Court on Feb. 13, 2013.

As previously reported, pursuant to the terms of the Settlement
Agreement approved by the Order, on Feb. 13, 2013, the Company
issued and delivered to Hanover 185,000 shares of the Company's
common stock, $0.001 par value.

The Settlement Agreement provides that the Initial Settlement
Shares will be subject to adjustment on the trading day
immediately following the "Calculation Period" to reflect the
intention of the parties that the total number of shares of Common
Stock to be issued to Hanover pursuant to the Settlement Agreement
be based upon a specified discount to the trading volume weighted
average price of the Common Stock for a specified period of time
subsequent to the Court's entry of the Order.

Based on the adjustment formula, on Feb. 19, 2013, the Company
issued and delivered to Hanover 90,000 Additional Settlement
Shares, on Feb. 25, 2013, the Company issued and delivered to
Hanover another 90,000 Additional Settlement Shares, and on
Feb. 26, 2013, the Company issued and delivered to Hanover another
90,000 Additional Settlement Shares.

On Feb. 27, 2013, the Company issued and delivered to Hanover
100,000 Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.  The following day,
the Company issued and delivered to Hanover 100,000 Additional
Settlement Shares pursuant to the terms of the Settlement
Agreement approved by the Order.

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

                        http://is.gd/oyNdO9

                        About FreeSeas Inc.

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

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

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

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


GARY STANCIL: Gets Favorable Ruling in Suit v. Bradley Investments
------------------------------------------------------------------
Judge S. Martin Teel, Jr., of the United States Bankruptcy Court
for the District of Columbia denied a motion for summary judgment
filed by 12th Street Real Estate, LLC, in the case GARY STANCIL,
Plaintiff, v. BRADLEY INVESTMENTS, LLC, et al., Defendants, Case
No. 11-00747, Adversary Proceeding No. 12-10006.

The lawsuit seeks to invalidate a foreclosure sale wherein 12th
Street acquired real property that is owned 50-50 by Mr. Stancil
and his mother.

The Court granted Mr. Stancil's motion for summary judgment on his
claim for turnover of the Property and net rents.  His motion for
summary judgment on his claim of willful violation of the
automatic stay will be granted as to the defendants Greg and Susan
Friedman, and will be denied as to the other defendants, Judge
Teel ruled.  The issue of whether Mr. Stancil is entitled to
punitive damages is reserved for trial, along with the issue of
the amount of other damages to be awarded to him, the Court said.

A copy of the Bankruptcy Court's February 23, 2013 Memorandum Of
Decision and Order is available at http://is.gd/195ExIfrom
Leagle.com.

Gary Stancil filed for Chapter 11 bankruptcy (Bankr. D.D.C. Case
No. 11-00747) on Oct. 6, 2011.


GMX RESOURCES: Gets NYSE Listing Non-Compliance Notice
------------------------------------------------------
GMX Resources Inc. on March 4 disclosed that that the Company has
been notified by the New York Stock Exchange that it is not in
compliance with one of the continued listing standards of the
NYSE.  The Company is considered below criteria established by the
NYSE because the Company's total market capitalization has been
less than $50 million over a consecutive 30 trading day period and
its last reported shareholders' equity was less than $50 million.

In accordance with NYSE procedures, the Company has 45 days from
receipt of the notice to submit a plan to the NYSE demonstrating
how it intends to comply with the NYSE's continued listing
standards within 18 months.  The Listings and Compliance Committee
of the NYSE will then review the business plan for final
disposition.

In the event that the Committee accepts the plan, the Company will
be subject to quarterly monitoring for compliance with the
business plan and the Company's stock will continue to trade on
the NYSE during the plan period, subject to the Company's
compliance with other NYSE continued listing requirements.  In the
event the Committee does not accept the business plan, the Company
will be subject to suspension by the NYSE and delisting
procedures.

                     Bakken Operations Update

The Lange 44-31-2H, located in Sections 30 & 31, Township 147N
Range 99W in McKenzie County, North Dakota is currently producing
with a peak 24 hour flow rate of 2,402 BOEPD.  The Company has an
89% working interest and this well targeted the Middle Bakken with
a total depth of 20,255' and a lateral length of 8,630'.  The well
was drilled parallel to the Lange 11-30-1H.

The Helmerich & Payne FlexRig 3(TM) #255 has been relocated to
Sections 16 & 21, Township 143N Range 99W in Billings County,
North Dakota.  Plans called for the FlexRig 3(TM) to drill two
Middle Bakken wells off the same pad.  The Company completed the
drilling of the Fairfield State 21-16-1H-RE in January 2013, and
has now reached total depth on the Fairfield 21-16-2H.  The
Fairfield 21-16-2H achieved a new Company record for spud to total
depth of 21 days which is eight days faster than any previously
drilled well.  Both wells are planned as 9,850' horizontal
laterals.  The Company plans to fracture stimulate the wells
simultaneously.  The pad drilling and zipper-frac is expected to
reduce the overall project costs in which the Company has a 96%
working interest.  The Company expects to have both wells
contributing to production early in the second quarter weather
permitting.

                 Notice Regarding Interest Payment

The Company is filing today with the SEC information required on
Form 8-K regarding its failure to pay an interest payment due
March 4, 2013 on its Senior Secured Second-Priority Notes due
2018, and related triggering events.

GMX Resources Inc. is an oil and gas exploration and production
Company with assets in the Williston Basin, Denver Julesburg
("DJ") Basin and East Texas Basin.


GRAN RANCHO: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Gran Rancho Rancho Jubilee, LLC
        aka Gran Rancho Jubilee
        23-04 94th. Street
        Queens, NY 11369

Bankruptcy Case No.: 13-41062

Chapter 11 Petition Date: February 27, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Nestor Rosado, Esq.
                  LAW OFFICE OF NESTOR ROSADO PC
                  55 Overlook Terrace
                  Suite 1H
                  New York, NY 10033
                  Tel: (212) 781-4808
                  Fax: (212) 781-6004
                  E-mail: neslaw2@msn.com

Scheduled Assets: $563,000

Scheduled Liabilities: $1,174,657

A copy of the Company's list of its two largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nyeb13-41062.pdf

The petition was signed by Domingo Taveras.


GREEN ENERGY: R. Thomson Discloses 32.6% Equity Stake at Dec. 31
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Robert B. Thomson, managing member of Water Tech World
Wide, LLC, disclosed that, as of Dec. 31, 2012, he beneficially
owns 21,420,798 shares of common stock of Green Energy Management
Services Holdings, Inc., representing 32.6% of the shares
outstanding.  Water Tech beneficially owns 21,373,345 common
shares as of that date.

On Jan. 31, 2013, the Board of Directors of the Company elected
Dr. Thomson as a director, effective immediately, to replace the
vacancy created by the resignation of Mr. William D'Angelo.

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

                        http://is.gd/D7MLav

                         About Green Energy

Baton Rouge, Louisiana-based Green Energy Management Services
Holdings, Inc., is a full service energy management company.  GEM
provides its clients all forms of energy efficiency solutions
mainly based in two functional areas: energy efficient lighting
upgrades and efficient water utilization.  GEM is currently
primarily involved in the distribution of energy efficient light
emitting diode ("LED") units (the "Units") to end users who
utilize substantial quantities of electricity.  GEM is also
currently involved in the initial stages of customer installation
of its Water Management System.  GEM structures its contracts
with no upfront or maintenance costs to its customers and shares
in the achieved energy, water utilization and maintenance
savings.

In its audit report for the 2011 results, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Green Energy
Management Services Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations.

The Company reported a net loss of $19.25 million on $116,550 of
revenue for 2011, compared with a net loss of $1.91 million on
$291,311 of revenue for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.34
million in total assets, $4.83 million in total liabilities, all
current, and a $3.49 million total stockholders' deficit.

                        Bankruptcy Warning

"As of September 30, 2012, we had cash of $13,996 and contract
receivables of $32,193.  With the funds that we currently have on
hand and the potential third party financing to monetize the
revenues projected from our agreement with Co-op City, pursuant to
which we have received approximately $21,000 per month to date, we
believe that we will be able to sustain our current level of
operations for approximately the next 12 months.

"Risk Factors for the matters for which a negative outcome could
result in payments by us of substantial monetary damages, or
changes to our products or our business, which may have a material
and adverse impact on our business, financial condition or results
of operations or force us to file for bankruptcy and/or cease our
operations."


HAMPTON ROADS: Names Schroeder as Bank's SVP-Commercial Banking
---------------------------------------------------------------
Hampton Roads Bankshares, Inc., announced that John R. Schroeder
has joined Shore Bank's commercial banking team in Rehoboth Beach,
Delaware, as Senior Vice President - Commercial Banking, reporting
to James D. Barr, Delaware Market President for Shore Bank.  Mr.
Schroeder brings over 35 years of experience in commercial banking
in southern Delaware and surrounding areas.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "We are very
pleased to welcome John to our team.  He brings a proven track
record, deep knowledge of the markets in the Delaware region, and
decades of experience across all aspects of commercial real estate
finance, including origination, underwriting, structuring, and
servicing."

Prior to joining Shore Bank, Mr. Schroeder served as Senior Vice
President with Applied Bank in Rehoboth Beach, Delaware.  From
1994 to 2009, he served as a Vice-President and commercial
relationship manager with PNC and its predecessors Baltimore Trust
and Mercantile Peninsula Bank.  From 1984 to 1994, Mr. Schroeder
worked for Second National Federal Savings Bank in the Delaware
markets.  Prior to that, he began his banking career as a Branch
Manager for Sussex Trust Company.

Mr. Schroeder earned a BA in Political Science from the University
of Delaware.  He is also a graduate of the University of
Virginia's Graduate School of Retail Bank Management.  From 1988
to 2002 Mr. Schroeder was an elected member of the Delaware House
of Representatives, serving on the Education, Environmental,
Agricultural and Bond Committees during his seven terms.  Mr.
Schroeder also served on the Family Law Commission of Delaware and
currently serves on the Greater Lewes Foundation, the Sussex
County Land Trust, the Delaware Open Space Council and the
Rehoboth Art League.

                 About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.


HARLAN LABORATORIES: Moody's Affirms 'B3' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating of Harlan Laboratories,
Inc. and assigned a B1 rating to the proposed $200 million first
lien term loan and a Caa2 rating to the proposed $85 million
second lien facility. The rating outlook is stable.

Ratings Affirmed:

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

Ratings Assigned:

  Proposed $20 million First Lien Revolving Credit Facility, due
  2016, B1 (LGD3, 33%)

  Proposed $200 million First Lien Term Loan, due 2016, B1 (LGD3,
  33%)

  Proposed $85 million Second Lien Term Loan, due 2017, Caa2
  (LGD5, 81%)

The outlook is stable.

Ratings to be withdrawn upon repayment:

Harlan Laboratories:

  First Lien Revolving Credit Facility, due 2013, B3 (LGD3, 46%)

  First Lien Term Loan, due 2014, B3, (LGD3 46%)

Harlan Netherlands B.V.:

  First Lien EURO Revolving Credit Facility, due 2013, B3 (LGD3,
  46%)

Ratings Rationale:

The B3 Corporate Family Rating is constrained by Harlan's small
absolute size, high financial leverage, and limited free cash
flow. A challenging industry environment, along with operational
missteps, have resulted in stagnant revenue and earnings over the
past several years. Moody's expects a number of these challenges
to persist, thereby limiting near-term growth and deleveraging
opportunities. The ratings are supported by the relative stability
and high barriers to entry in the research models and services
business and Harlan's solid position worldwide in that market. The
ratings are also supported by Harlan's good customer and end-
market diversity. Further, Moody's expects the company to maintain
adequate liquidity over the next 12 months and believes that the
company's value exceeds the debt.

Although not anticipated, if Harlan demonstrates sustainable
revenue growth and EBITDA improvement such that adjusted leverage
approaches 5.0 times, and free cash flow to debt exceeds 5%
Moody's could upgrade the ratings. Upward rating action would
further be supported by improvement in the overall preclinical
services market.

Sustained negative free cash flow or a decline in EBITDA such that
leverage was expected to be sustained above 7.0x could lead to a
ratings downgrade. Further, if the company's organic growth trends
are consistently worse than other industry peers, Moody's could
downgrade the ratings.

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

Harlan Laboratories, headquartered in Indianapolis, Indiana, is a
global provider of products and services used in discovery and
development research in the pharmaceutical, biotechnology,
agrochemical, industrial chemical, and food industries. The
company's businesses include research models and services,
including laboratory diets and bedding, and biomedical products
and pre-clinical contract research services, including toxicology,
environmental chemistry and pharmanalytics. For the twelve months
ended December 2012, Harlan generated net sales approximating $347
million. Harlan is privately held with majority ownership by
Genstar Capital.


IBIO INC: Gets NYSE MKT Listing Non-Compliance Notice
-----------------------------------------------------
iBio, Inc. on March 4 disclosed that it has been notified by the
NYSE MKT Staff that the Company is currently not in compliance
with the listing standard set forth in Section 1003(a)(ii) of the
NYSE MKT Company Guide.  This standard applies if a listed company
has stockholders' equity of less than $4,000,000 and net losses in
three of its most recent four years.

As previously announced, in December 2012 the Company submitted,
and the Exchange subsequently accepted a plan of compliance which
is intended to restore the Company's compliance with the
Exchange's continued listing criteria set forth in Section
1003(a)(iii) of the NYSE MKT Company Guide.  These listing
criteria apply if a listed company has stockholders' equity of
less than $6,000,000 and net losses in its five most recent years.

Due to the higher stockholder's equity requirement contained in
Section 1003(a)(iii), the Company is not required to submit an
additional plan of compliance in connection with the deficiency
noticed in the Exchange's most recent correspondence.

The Company, pursuant to an extension of time previously granted
by the Exchange, must regain compliance with Exchange's continued
listing standards, including the criteria contained in each of
Section 1003(a)(ii) and Section 1003(a)(iii), by October 14, 2013.
During this extension period, the Company will be subject to
periodic review by the Staff of the Exchange.  The failure by the
Company to make progress consistent with the accepted plan or to
regain compliance with the continued listing standards by the end
of the extension period could result in the Company being delisted
from the Exchange.

                         About iBio Inc.

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

                           *     *     *

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


INKIA ENERGY: Fitch Hikes Issuer Default Rating to 'BB'
-------------------------------------------------------
Fitch Ratings has upgraded Inkia Energy's Ltd foreign and local
currency Issuer Default Ratings (IDRs) to 'BB' from 'BB-'. The
rating action affects USD300 million of senior unsecured notes due
2021. The Rating Outlook is Stable.

The rating upgrade reflects the completion of Kallpa's expansion
and conversion to combined-cycle capacity in August 2012, which
will result in higher cash flow generation starting in 2013. The
rating upgrade also reflects the repayment of intermediate holding
company debt that was limiting the flow of dividends from Edegel
to Inkia.

Inkia's ratings are supported by the strength of the credit
quality of its most important subsidiary, Kallpa, which is an 857
MW (megawatt) Peruvian thermoelectric generation company. Inkia
has a 75% participation in Kallpa, whose credit quality is
supported by its contractual position and competitive cost
structure. Inkia's ratings also incorporate the geographic
diversification of its assets, large expansion project, and
expected improvements in its financial profile following the
completion of these projects.

Credit Profile Linked to Kallpa

Kallpa's credit quality is supported by its competitive cost
structure and its contracted position. Kallpa has entered into 34
power purchase agreements (PPAs). These PPAs, combined, amount to
approximately 734 MW of annual contracted capacity, on average,
over the next 12 years. These agreements add to cash flow
stability and predictability. They are denominated in USD,
reducing the company's exposure to foreign exchange risk, as the
bulk of the company's debt is denominated in the same currency.

In August 2012, Kallpa completed its expansion project, which
increased the plant's installed capacity to 857 MW from 581 MW and
improved its efficiency through the installation of a 289 MW
combined-cycle unit. Kallpa's financial profile improved as a
result of this expansion. This company is expected to represent
approximately 60% of Inkia's consolidated EBITDA and 40% of cash
flow distributions to Inkia. Kallpa's EBITDA should increase by
approximately USD100 million to USD150 million and decrease
leverage at this subsidiary to between 2.5-3.0x by 2013.

High Leverage During Expansion
Inkia's stand-alone financial profile is currently weak for the
rating category. Following the completion of Kallpa's expansion
project, Inkia's consolidated financial profile started improving
and is expected to continue strengthening to a level consistent
with the assigned rating. As of Sept. 2012, Inkia's consolidated
leverage, as measured by total senior debt to EBITDA, was high at
approximately 5.9x. The high leverage level resulted mostly from
project-financed debt issued at the Kallpa level to finance the
expansion project. In 2013, consolidated leverage, excluding the
Cerro del Aguila project related debt, is expected to improve to
approximately 3.5x to 4.0x as Kallpa would report a full year of
operations.

As of Sept. 2012, Inkia's consolidated EBITDA (plus dividends) and
net cash flow from operations (CFO) were USD143 million and USD77
million, respectively. Inkia had total consolidated debt of USD
1,015 million as of Sept. 30, 2012. After giving equity credit to
a USD169 million intercompany loan from its parent, Israel Corp.,
Inkia's adjusted debt was USD845 million. Inkia's debt as of Sept.
2012 was composed of approximately USD300 million at the holding
company level and the balance was debt at its subsidiaries.

Adequate Liquidity Position

Inkia's liquidity position is adequate. As of Sept. 30, 2012, the
company's consolidated cash position amounted to USD221 million,
of which approximately USD100 million was at the holding company
and USD121 million was at consolidated subsidiaries. The company's
liquidity position is supported by its cash on hand, readily
monetizable assets, as well as dividends and disbursements, which
range between USD20 million and USD30 million, from its different
subsidiaries. Inkia owns 21% of Edegel, which is the largest
generation company in Peru, with a current market capitalization
of approximately USD2.4 billion.

The company also benefits from favorable access to the local
capital markets to finance investment projects at the
subsidiaries' level. Currently, the company has been able to
secure through banks 100% of the required funds to finance the
construction of the Cerro del Aguila hydroelectric generation
plant. Inkia also benefits from the financial flexibility provided
by intercompany debt with its ultimate shareholder as this
subordinated debt does not carry a fixed amortization schedule and
does not share collateral (shares on assets) with Inkia's bonds.

Asset Diversification

Inkia's ratings also take into consideration the company's
geographic diversification. Excluding its Peruvian operations, the
company generated approximately 35% of its 2012 consolidated
EBITDA (plus dividends) from assets located in Bolivia (rated 'BB-
' by Fitch), Chile (rated 'A+'), the Dominican Republic (rated
'B') and El Salvador (rated 'BB'). Over the past few years, cash
flow from these assets was of strategic importance for Inkia. With
the completion of Kallpa's expansion, this asset is expected to
represent a significant portion of cash distributions to the
holding company starting in 2013.

The consolidated credit metrics of Inkia should continue to be
characterized by relatively high leverage ratios in the medium
term, as the company continues its expansion strategy and finances
growth with debt at project level and to a lesser extent at the
holding company level. On a stand-alone basis, Inkia's holding
company credit metrics will improve in 2013 to levels consistent
with the assigned rating.

Debt Structurally Subordinated

Inkia's debt is structurally subordinated to debt at the operating
companies. As of Sept. 30, 2012, total debt at the subsidiary
level amounted to approximately USD531 million or 63% of total
consolidated adjusted debt. The bulk of this debt is represented
by notes issued by Kallpa to fund the capacity expansion. This
project-finance-like debt has a standard covenants package
including dividend restrictions and limitations on additional
indebtedness. Specifically, Kallpa is restricted from making
dividend payments to Inkia if its debt service coverage ratio
(DSCR) falls below 1.2x. Fitch's expects Kallpa's DSCR to reach
its lowest point in 2014 at 1.5x.

Key Rating Drivers

A negative rating action could be triggered by a combination of
the following factors: leverage does not moderate at Kallpa after
it completes its combined cycle expansion project; Inkia pursues
additional opportunities in generation without an adequate amount
of additional equity; or the company's asset portfolio becomes
more concentrated in countries with high political and economic
risk.

Although a positive rating action is not expected in the near
future, any combination of the following factors could be
considered: the Peruvian operation's cash flow contribution
increases beyond current expectations; and/or leverage declines
materially.


IN THE PLAY: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: In The Play, Inc.
                335 North Broad St.
                Lansdale, PA 19446

Case Number: 13-11666

Involuntary Chapter 11 Petition Date: February 27, 2013

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Petitioner's Counsel: Garabed Kendikian, Esq.
                      LAW OFFICES OF CHARLES KENDIKIAN, LLC
                      1476 West Main St.
                      Lansdale, PA 19446
                      Tel: (215) 855 5550
                      E-mail: charles@cklawoffices.com

In The Play, Inc.'s petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Richard Strauss          Unpaid Loans           $479,443
125 Brinkley Drive
Sellersville, PA 18960

JAAZ, LLC                Unpaid Loans           $409,166
94 Warner Court
Glastonbury, CT 06033

Andrew Michelin          Unpaid Loans           $157,522
150 Brock South
Montreal West,
QC H4X 2E8
Canada


JACKSONVILLE BANCORP: Sutherland Asset Owns 9.9% Stake at Feb. 18
-----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Sutherland Asset I, LLC, and its affiliates disclosed
that, as of Feb. 18, 2013, they beneficially own 5,340,000 shares
of common stock of Jacksonville Bancorp, Inc., representing 9.98%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/eyrLFl

                    About Jacksonville Bancorp

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

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

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

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


JAWSS PARTNERSHIP: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jawss Partnership
        dba Warhorse Inn
        19420 E. Main St.
        Parker, CO 80138

Bankruptcy Case No.: 13-12726

Chapter 11 Petition Date: February 27, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Matthew R. Osborne, Esq.
                  MATTHEW R. OSBORNE PC
                  2055 S. Oneida St.
                  Ste. 370
                  Denver, CO 80224
                  Tel: (303) 759-7018
                  E-mail: matthewosbornelaw@gmail.com

Scheduled Assets: $1,217,800

Scheduled Liabilities: $661,312

A copy of the Company's list of its six largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cob13-12726.pdf

The petition was signed by Michael Bahr, owner.


JARDEN CORP: Share Repurchase No Impact on Moody's 'Ba3' CFR
------------------------------------------------------------
Moody's reports that Jarden Corporation's announcement on February
28, 2013, that it had initiated a $250 million accelerated share
repurchase is negative for Jarden's credit profile, but not enough
to alter its Ba3 Corporate Family Rating or stable outlook.

The principal methodology used in this rating was the Global
Consumer Durables 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.

Jarden Corporation is a provider of a diverse range of consumer
products with a portfolio of over 100 brands sold globally. Jarden
operates in three primary business segments through a number of
well recognized brands, including: Outdoor Solutions: Abu Garcia,
Aero, Berkley, Campingaz and Coleman, ExOfficio, Fenwick, Gulp!,
Invicta, K2, Marker, Marmot, Mitchell, Penn, Rawlings,
Shakespeare, Stearns, Stren, Trilene, V”lkl and Zoot; Consumer
Solutions: Bionaire, Breville, Crock-Pot, FoodSaver, Health o
meter, Holmes, Mr. Coffee, Oster, Patton, Rival, Seal-a-Meal,
Sunbeam, VillaWare and White Mountain; and Branded Consumables:
Ball, Bee, Bernardin, Bicycle, Billy Boy, Crawford, Diamond,
Dicon, Fiona, First Alert, First Essentials, Hoyle, Kerr, Lehigh,
Lifoam, Lillo, Loew Cornell, Mapa, NUK, Pine Mountain, Quickie,
Spontex and Tigex. The company reported net sales of approximately
$6.7 billion for the year ended December 31, 2012.


JGP PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JGP Properties, L.L.C.
          dba Ridge Pointe Apartments
        8900 Old Santa Fe Road
        Kansas City, MO 64138

Bankruptcy Case No.: 13-40618

Chapter 11 Petition Date: February 28, 2013

Court: U.S. Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Cynthia A. Norton

Debtor's Counsel: Neil S. Sader, Esq.
                  THE SADER LAW FIRM, LLC
                  2345 Grand Boulevard, Suite 1925
                  Kansas City, MO 64108-2663
                  Tel: (816) 561-1818
                  Fax: (816) 561-0818
                  E-mail: nsader@saderlawfirm.com

Scheduled Assets: $4,137,000

Scheduled Liabilities: $8,002,935

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mowb13-40618.pdf

The petition was signed by Jeremy Dale Price, administrative
member.


JORGE ANDRARDE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jorge Andrarde Amigo Construction, Inc.
        4263 Ocean Side Boulevard
        Ocean Side, CA 92056

Bankruptcy Case No.: 13-11347

Chapter 11 Petition Date: February 28, 2013

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Sergio J. Siderman, Esq.
                  LA BANKRUPTCY GROUP, LLC
                  700 S. Flower Street, Suite 2710
                  Los Angeles, CA 90017
                  Tel: (213) 622-8352
                  Fax: (213) 927-3630
                  E-mail: ssiderman@labklaw.net

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

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

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

The petition was signed by George Andrade, director.


K-V PHARMACEUTICALS: Creditors Ask Judge to Delay Plan Hearing
--------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that creditors of
women's health care company K-V Pharmaceutical Co. on Friday urged
the bankruptcy judge overseeing the company's Chapter 11
proceedings to postpone a hearing this month so the parties can
work out a proposal better than the current plan to reorganize K-V
with the help of an $85 million loan.

The report related that K-V reached a financing deal with senior
noteholders, the largest of which is Silver Point Capital LP, in
December.  The financing is intended to take advantage of a
$60 million settlement with Hologic Inc., the report added.

                     About K-V Pharmaceutical

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

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

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


LAGUNA BRISAS: Property Valued at $12 Million Per Stipulation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation determining the value of Laguna Brisas,
LLC's property to be $12 million.  The stipulation was entered
among the Debtor, Wells Fargo Bank, N.A., as trustee for the
registered holders of Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2006-3 by
and through CWCapital Asset Management LLC, solely in its capacity
as Special Servicer, Kay Nam Kim, and Mehrdad Elie.  The
stipulation resolves the Debtor's motion to determine value of
commercial real property.

                        About Laguna Brisas

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

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

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

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

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

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

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


LAGUNA BRISAS: Can Pay $22,000 Holdback Fees to General Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Laguna Brisas, LLC, to use cash collateral to pay
holdback allowed fees of its general counsel -- M. Jonathan Hayes,
Esq. at the Law Office of M. Jonathan Hayes.  The receiver is
authorized to make payment to Mr. Hayes of $22,000.  At the
hearing, the Court noted that it previously allowed fees to the
Debtor's general counsel but ordered payment of $22,000 of those
fees to be held back pending the continued hearing on use of cash
collateral.

                        About Laguna Brisas

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

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

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

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

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

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

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


LAHAINA FASHIONS: Final Judgment in Suit vs. Bank of Hawaii Upheld
------------------------------------------------------------------
The Intermediate Court of Appeals of Hawaii on February 21, 2013,
affirmed a final judgment entered by the Circuit Court of the
Second Circuit on July 8, 2010, in favor of Bank of Hawaii in the
case LAHAINA FASHIONS, INC. v. BANK OF HAWAII.

Lahaina initiated the lawsuit against Bank of Hawai'i, Hawaiian
Trust Company, Ltd., Hawai'i Real Estate Equity Fund, and Pacific
Century Trust on June 25, 2007, asserting claims against the Bank
for fraud, conspiracy to defraud, breach of fiduciary duty, and
tortious interference with prospective business advantage.
Following a jury trial, the Circuit Court of the Second Circuit on
July 8, 2010, entered final judgment in favor of Bank of Hawaii.
Lahaina appealed.

On appeal, Lahaina claims that the Circuit Court erred in (1)
denying its motion to correct the verdict and enter a judgment
and its motion to deny the Defendants' proposed findings of fact
and conclusions of law and to resubmit to the jury; (2) granting
the Defendants' motion for judgment as a matter of law as to
Lahaina's breach-of-fiduciary-duty claim; (3) excluding from
evidence the Plaintiff's Exhibit 81, which consists of (i) an
e-mail from the Bank's attorney James K. Tam to an officer at the
Bank, and (ii) a letter from Lahaina's attorney, David H.
Nakamura, to Attorney Tam; and (4) refusing to disclose all of the
Defendants' attorney-client communications concerning the property
in question from 1994 through 2002.

The Defendants filed a cross-appeal, asserting that the Circuit
Court erred in denying three pre-judgment motions in which the
Defendants argued that Lahaina's tortious-interference claim was
barred by the statute of limitations.

The Court of Appeals concluded that the Circuit Court correctly
denied Lahaina's Motion to Correct Verdict and Enter Judgment and
its Motion to Resubmit because the jury had been discharged and
lacked the authority to amend its verdict.  Besides, the Court
added, there was no valid basis for amending the Verdict Form.

The February 21, 2013 decision further held that:

-- Lahaina failed to show that the Circuit Court erred in
    granting the Defendants' motion for JMOL on its breach-of-
    fiduciary-duty claim;

-- the Circuit Court did not abuse its discretion in excluding
    Exhibit 81;

-- the Circuit Court did not err in limiting the discovery of
    attorney-client communications; and

-- the Defendants' cross-appeal is moot.

The case is captioned LAHAINA FASHIONS, INC., a Hawai'i
corporation, Plaintiff-Appellant/Cross-Appellee, v. BANK OF
HAWAII, a Hawai'i corporation; HAWAIIAN TRUST COMPANY, LTD., as
Trustee for Hawai'i Real Estate Equity Fund; HAWAI'I REAL ESTATE
EQUITY FUND; PACIFIC CENTURY TRUST, a division of Bank of Hawai'i
as Trustee of the Hawai'i Real Estate Equity Fund, Defendants-
Appellees/Cross-Appellants and JOHN DOES 1-10, AND DOE ENTITIES
1-10, Defendants, No. 30644.

Joseph M. Alioto, Esq. -- jmalioto@aliotolaw.com -- and James M.
Dombroski, Esq. -- Jdomski@aol.com -- represent the
Plaintiff-Appellant/Cross-Appellee.

Terence J. O'Toole, Esq. -- totoole@starnlaw.com -- and Andrew
Lautenbach, Esq. -- alautenbach@starnlaw.com -- represent the
Defendants-Appellees/Cross-Appellants.

A copy of the Appeals Court's February 21, 2013 Opinion is
available at http://is.gd/6Sj7MCfrom Leagle.com.

Lahaina Fashions, Inc., filed a voluntary Chapter 11 bankruptcy
petition with the United States Bankruptcy Court for the District
of Hawai'i on July 13, 2001.


LEHMAN BROTHERS: Sues Spanish Broadcasting in Delaware Court
------------------------------------------------------------
Spanish Broadcasting System, Inc. on March 4 disclosed that on
February 14, 2013, Lehman Brothers Holdings, Inc., purporting to
own approximately 39% of the outstanding SBS Series B Preferred
Stock, filed a complaint against the Company in the Delaware Court
of Chancery alleging a violation of the Preferred Stock
Certificate of Designations.  More specifically, the Complaint
alleges that SBS has failed in its obligations regarding its
required preferred stock dividend payments.

The Company denies the allegations contained in the Lehman
complaint and, to the contrary, asserts that it has been and
continues to be in full and complete compliance with all of its
obligations under the Certificate of Designations for the Series B
Preferred Stock, as fully disclosed in the Company's filings with
the Securities and Exchange Commission dating back to 2009.
Accordingly, the Company believes that the Complaint's allegations
are frivolous and wholly without merit and intends to contest such
allegations vigorously.  The Company has retained Skadden, Arps,
Slate, Meagher and Flom LLP to represent it in connection with the
Lehman action.

In addition, the Company notes that the day before the filing of
the Complaint, the judge presiding over the Lehman bankruptcy
proceedings denied Lehman's objection to the Company's Proof of
Claim in an unrelated litigation in which the Company is asserting
almost $50 million in damages as part of a Proof of Claim filed in
2009 relating to a Lehman affiliate's willful failure, prior to
its bankruptcy filing, to fund its commitment under the Company's
then extant revolving credit facility.  A trial date has not yet
been set for this matter.

                   About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Sept. 30, 2012, showed
$473.83 million in total assets, $427.51 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock, and a $46.03 million total stockholders' deficit.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Loses Nearly $10MM on Sale of Arts Park Village
----------------------------------------------------------------
Lehman Brothers Holdings Inc. lost $9.85 million on the sale of
Arts Park Village in Hollywood out of foreclosure, the South
Florida Business Journal reported.

The company seized the 4.1-acre commercial site by foreclosing on
WSG Hollywood Developer's $16.6 million mortgage, according to
the report.  On February 7, Lehman's affiliate FL Young Circle
sold the property for $6.75 million to MG3 Hollywood as part of
the company's Chapter 11 plan.

In 2008, WSG Hollywood obtained city approval for a $114 million
25-storey project.  The developer never started construction,
according to the report.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: LBI Trustee Seeks to Let Go of Dividends
---------------------------------------------------------
The trustee for Lehman Brothers Inc. asked the U.S. Bankruptcy
Court in Manhattan for permission to distribute funds tied to
securities that will be delivered to customers.

The funds consist of cash dividends and interest received by the
Lehman estate subsequent to September 19, 2008.  The Lehman
estate received those funds from various issuers and depositories
on account of securities in the possession of the trustee.

The proposed distribution won't harm customers who did not
entrust those securities to the Lehman brokerage, according to
the trustee's lawyer, James Kobak, Jr., Esq., at Hughes Hubbard &
Reed LLP, in New York.

Customer property held by the estate as of September 19, 2008,
would continue to be treated as the body of property available to
satisfy customer net equity claims, according to the lawyer.

Mr. Kobak said the proposed distribution is intertwined with the
settlements proposed by the trustee, resolving nearly $44 billion
in customer claims by Lehman Brothers Holdings Inc. and the
liquidators for Lehman Brothers International (Europe).

"Without the certainty provided by the proposed settlements, both
as to overall dollar value and as to the treatment of specific
securities, significant obstacles would continue to impede a full
distribution of property to customers," Mr. Kobak said in court
papers.

A court hearing is scheduled for April 16.  Objections are due by
April 3.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: AOZORA Claim Allowed for $480 Million
------------------------------------------------------
Lehman Brothers Holdings Inc. asks the Bankruptcy Court to
approve a settlement it entered into with Aozora Bank, Ltd.,
allowing Aozora's Claim No. 13903, originally asserting
$480,748,699, as a non-priority, senior, non-subordinated general
unsecured claim against LBHI in Class 5 under the Plan in the
amount of $469,933,558.  Aozora Bank is a former lender to LBHI's
Japan subsidiary.

                       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.


LHC LLC: Section 341(a) Meeting Scheduled for March 28
------------------------------------------------------
A meeting of creditors in the bankruptcy case of LHC, LLC, will be
held on March 28, 2013, at 1:30 p.m. at 219 South Dearborn, Office
of the U.S. Trustee, 8th Floor, Room 802, Chicago, Illinois 60604.

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

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

LHC, LLC, filed for Chapter 11 petition (Bank. N.D. Ill. Case No.
13-07001) on Feb. 25, 2013.  Peter A. Buh signed the petition as
president.  The Debtor estimated assets and debts of at least $10
million.  Judge Donald R. Cassling presides over the case.  The
Debtor is represented by Crane Heyman Simon Welch & Clar.


LIME ENERGY: Gets Second Nasdaq Listing Non-Compliance Notice
-------------------------------------------------------------
Lime Energy Co. on March 4 disclosed that, on March 1, 2013, Lime
Energy Co. received a second compliance notice from The NASDAQ
Stock Market Market indicating that it has not regained compliance
with the minimum bid price requirement of $1.00 as set forth in
NASDAQ Marketplace Rule 5550(a)(2).  However, the NASDAQ staff has
determined that the Company is eligible for an additional 180 day
grace period, or until August 26, 2013, to regain compliance with
NASDAQ Listing Rule 5550(a)(2).  This additional 180 day period
relates exclusively to the bid price deficiency.  The Company may
be delisted during the 180 days for failure to maintain compliance
with any other listing requirements for which it is currently on
notice or which occurs during this period.  NASDAQ's determination
to grant the additional 180 day period was based on the Company
meeting the continued listing requirement for market value of
publicly held shares and all other applicable requirements for
initial listing on the NASDAQ Capital Market, with the exception
of the bid price requirement, and the Company's written notice to
NASDAQ of its intention to cure the deficiency during the second
compliance period by effecting a reverse stock split, if
necessary.

The Company can regain compliance with NASDAQ Listing Rule
5550(a)(2) by maintaining a closing bid price of at least $1.00
per share for a minimum of ten consecutive business days; NASDAQ,
however, in its discretion, may require that the Company maintain
a closing bid price of at least $1.00 per share for a period in
excess of ten consecutive business days, but generally no more
than 20 consecutive business days, before determining that the
Company has demonstrated an ability to maintain long-term
compliance.

If compliance cannot be demonstrated by August 26, 2013, NASDAQ
will provide written notification that the Company's securities
will be delisted.  At that time, the Company may appeal the
delisting determination to a Hearings Panel.

The Company previously received a written notification from NASDAQ
on August 29, 2012, indicating that the minimum bid price of the
Company's common stock had fallen below $1.00 for 30 consecutive
trading days and that it was therefore not in compliance with
NASDAQ Listing Rule 5550(a)(2).


LONE PINE: S&P Cuts CCR to 'B-' & Rates Sr. Unsecured Notes 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based independent
exploration and production (E&P) company Lone Pine Resources to
'B-' from 'B'.  At the same time, Standard & Poor's lowered its
issue-level rating on Lone Pine's senior unsecured notes to 'CCC'
from 'CCC+'.  The '6' recovery rating on the notes is unchanged.
Standard & Poor's also removed the ratings from CreditWatch, where
they were placed with negative implications Dec. 7, 2012.  The
outlook is negative.

"The downgrade reflects our expectation that the company's
business risk profile would not be able to support a 'B' rating
even if it is able to conclude a transformative transaction by
asset sales or securing a joint venture partner to continue
developing its upstream resources," said Standard & Poor's credit
analyst Aniki Saha-Yannopoulos.  S&P expects Lone Pine's cash flow
will continue to deteriorate through 2013, due to declining
production, higher-than-expected operating costs and wider
differentials realized on Canadian crude compared with West Texas
Intermediate (WTI).  Under S&P's price assumptions and with no
change in its current capital structure, it believes the company
will exit 2013 with debt-to-EBITDAX about 4.5x, and that there is
significant risk that it will be unable to comply with its 4x
debt-to-EBITDA covenant in 2013.

The ratings on Lone Pine reflect Standard & Poor's view of the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile.  The ratings also reflect what
Standard & Poor's views as Lone Pine's operations in the E&P
industry, declining production, weak realized commodity prices,
deteriorating credit measures, and less-than-adequate liquidity.

Lone Pine is a small E&P company with most of its production from
Alberta.  The company's capex budget focuses mostly on the liquids
play, especially the Evi field.  It had a reserve base of 401
billion cubic feet equivalent as of Dec. 31, 2011, and an average
production of 82.4 million cubic feet a day for third quarter of
2012.  As of Sept. 30, 2012, the company had about C$468 million
in adjusted debt, which includes adjustments for operating leases
(about C$14 million) and asset-retirement obligations (about
C$11 million).

The negative outlook reflects Standard & Poor's expectation that
Lone Pine's production and cash flow will continue to decline
through 2013 and it will be challenged to continue exploiting its
resource base.  Specifically, S&P's cash flow and spending
forecasts for the company include S&P's expectations that the
company debt-to-EBITDAX ratios will continue to deteriorate
through 2013 and its liquidity will remain less-than-adequate.

A further negative rating action could occur if Lone Pine's
liquidity remains persistently less-than-adequate and net
liquidity decreases and stays below C$50 million.  Based on S&P's
2013 forecast, it has estimated this minimum liquidity requirement
(C$50 million) to be the funding shortfall for the year, because
the company will generate C$70 million-C$90 million in EBITDA but
S&P expects fixed charges to be higher at about C$120 million-
C$140 million (capex and interest expenses) in 2013.

S&P would consider revising the outlook to stable if Lone Pine's
liquidity improves to and stays at adequate levels and debt-to-
EBITDAX stays below 5.5x.  This would be possible if the company
completes a transformative asset sale such that it improves both
liquidity and capital spending opportunities for the company.


MEDIACOM COMMUNICATIONS: S&P Affirms 'B+' CCR; Outlook Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Middletown, N.Y.-based cable systems operator
Mediacom Communications Corp., and revised the rating outlook to
positive from stable.

"The outlook revision reflects a continued improvement in
operating metrics in the fourth quarter of 2012, and our
expectation that fully adjusted debt to EBITDA could decline to
the mid-5x area or below in 2013," said Standard & Poor's credit
analyst Michael Altberg.  Additionally, S&P has revised its
business risk profile assessment to "satisfactory" from "fair," in
line with other midsize cable operator peers, based on a continued
deceleration in video subscriber losses and healthy growth in data
and business services revenue.  Although video subscriber losses
remain at the high end of cable peers at 6.5% in the fourth
quarter, this is a considerable improvement from the double-digit
losses experienced in the second half of 2011.  High-speed data
(HSD) and telephony penetration remain below industry averages.
Partly tempering these factors are the growth and stability of the
company's revenues and EBITDA, its healthy average revenue per
user (ARPU) gains over the past two years, and its good cost
management of non-programming expenses, which has contributed to
the EBITDA growth.

Mediacom is the eighth-largest cable operator based on
subscribers, primarily servicing small to midsize markets in the
Midwest and Southeast.  In S&P's view, Mediacom faces significant
competitive pressures on both its video customer base from the
satellite TV providers and, to a lesser extent, on its data
customers from the local telephone companies.  However, the
company's generally more rural markets limit video competition
from the local telephone operators, at least in the near-to-medium
term.  Currently, S&P estimates AT&T's u-Verse and Verizon's FiOS
product are available to only about 7% and 1.3%, respectively, of
Mediacom's homes.  Mediacom also has a small triple-play overlap
with telephone provider CenturyLink (2.4%), which recently began
introducing its own IPTV video service in select markets.

"The positive rating outlook reflects the potential for an upgrade
over the next 12 months if operating metrics continue to improve
and we believe leverage will decline below 5.5x and remain at that
level on a sustained basis.  We believe this would entail
management's commitment to a more conservative financial policy
than historically demonstrated.  As a result of our revision of
Mediacom's business risk profile to satisfactory, we have loosened
our leverage threshold for an upgrade to below 5.5x from our
previous target of below 5.0x.  Assuming low-single-digit percent
EBITDA growth and that the company continues to use FOCF to repay
debt, we believe it can achieve these credit metrics in 2013.
However, sustainability of these credit metrics will depend on
longer term financial policy," S&P said.

"Conversely, we could lower the rating if Mediacom pursues a more
aggressive financial policy such that leverage exceeds 7.0x on a
sustained basis.  Again, we have loosed our previous 6.5x
threshold for a downgrade based on our revised business risk
assessment.  We believe a downgrade scenario is less likely given
the stable performance inherent in the cable-TV business, and that
leverage increasing above 7x would most likely be the result of
shareholder returns or debt financed acquisitions," S&P added.


MERRILL COMMUNICATIONS: Loan Upsize No Impact on Moody's CFR
------------------------------------------------------------
Moody's Investors Service reports that the (P)Ba3 and (P)B1
ratings assigned to Merrill Communications LLC's proposed first-
out revolver and senior secured term loan, respectively, as well
as the (P)B3 Corporate Family Rating, are not impacted by the
proposed change in debt structure.

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

Merrill Communications LLC provides document and data management
services, litigation support, branded communication programs,
fulfillment, imaging, and printing services to the financial,
insurance, legal, life sciences and other market segments. The
company generated approximately $842 million of revenue for the
twelve months ended January 31, 2013.


MGM RESORTS: Moody's Says Distribution Policy is Credit Positive
----------------------------------------------------------------
Moody's Investors Service commented that MGM Resorts
International's (B2/stable) announcement that it has adopted a
distribution policy by its 51% owned subsidiary, MGM China
Holdings Limited, is a credit positive. MGM China said it will
make semi-annual distributions in an amount up to 35% of its
consolidated annual profits subject to its then financial
position, business performance, operating climate, and approval by
its Board of Directors.

The principal methodologies used in rating MGM were Global Gaming
rating methodology published in December 2009 and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

MGM Resorts International owns and operates casino and hotel
properties throughout the US. The company also has a 50% interest
in CityCenter Holdings, LLC, a mixed-use project on the Las Vegas
Strip and currently, a 50% interest in MGM Grand Paradise Macau, a
hotel-casino resort in Macau S.A.R. MGM generates approximately
$9.0 billion of net revenue annually.


MISSION NEWENERGY: Posts $4 Million Net Profit in Half-Year 2012
----------------------------------------------------------------
Mission NewEnergy Limited delivered to the U.S. Securities and
Exchange Commission its Half-Year Financial Report for the period
ended Dec. 31, 2012.

The Company reported net profit of $4.04 million on $8.62 million
of total revenue for the six months ended Dec. 31, 2012, as
compared with net profit of $3.76 million on $20.32 million of
total revenue for the same period during the prior year.  Included
in the $8.6 million revenue for the six months ended Dec. 31,
2012, is the recognition of a gain of $7.7 million from re-
structuring of the Company's Series 2 convertible note.

The Company's consolidated balance sheet at Dec. 31, 2012, showed
$7.05 million in total assets, $27.29 million in total liabilities
and a $20.24 million net deficit.

A copy of the half-year report is available for free at:

                       http://is.gd/DD0aWn

                     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.

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.


MISTY MORNING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Misty Morning Dairy, LLC
        3743 Wood Road
        Fennimore, WI 53809-9693

Bankruptcy Case No.: 13-10856

Chapter 11 Petition Date: February 27, 2013

Court: United States Bankruptcy Court
       Western District of Wisconsin

Judge: Robert D. Martin

Debtor's Counsel: Claire Ann Resop, Esq.
                  STEINHILBER, SWANSON & RESOP
                  122 W. Washington Ave., Suite 850
                  Madison, WI 53703-2718
                  Tel: (608) 630-8990
                  E-mail: cresop@swansonresop.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/wiwb13-10856.pdf

The petition was signed by Randall D. Mouw, member.


MMM HOLDINGS: Moody's Affirms B2 Rating on Senior Secured Debt
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 senior secured debt
rating of MMM Holdings, Inc.'s $505 million ($475 million term
loan and $30 million revolver) senior secured credit facility. The
affirmation reflects changes made to the credit facility from the
original rating assignment on October 10, 2012, including a $25
million increase in the amount of the term loan and the addition
of MSO of Puerto Rico, Inc. (MSO, unrated), an unregulated
subsidiary of MMM, as a co-borrower. The Ba2 insurance financial
strength rating of MMM's regulated insurance subsidiary, MMM
Healthcare, Inc. was also affirmed. The outlook on the ratings
remains stable.

Ratings Rationale:

Moody's stated that the credit facility, which was issued on
December 12, 2012, includes a $275 million term loan at MMM and a
$200 million term loan at MSO, both of which are cross guaranteed
and cross collateralized. In addition, the credit facility is
guaranteed by the parent company InnovaCare, Inc. (unrated). The
ratings, as well as the terms and financial covenants of the
credit facility, reflect the consolidated financial results and
credit profile of MMM, which effectively receives the cash flows
that are used to service the loan.

According to the rating agency, the proceeds of the loan were used
to fund a shareholder dividend as well as prepay the amounts
outstanding under MMM's prior credit facility. The new debt level
will result in pro-forma 2012 financial leverage metrics for MMM
of approximately 65% (Debt/Capital) and 2.2x (Debt/EBITDA), while
the EBITDA/Interest ratio is expected to be approximately 5x.

Moody's noted that the company has generated consistent earnings
and cash flow over the last several years, which has benefited
from MMM's improved medical management initiative, led by its
development of exclusive independent practice association
relationships. The rating agency added that in addition to MMM's
leveraged capital structure, the ratings reflect the large amount
of goodwill on the balance sheet; 100% concentration in Puerto
Rico; and the company's dependence on Medicare Advantage products.

Moody's Senior Vice President, Steve Zaharuk, stated that, "The
major concern with MA business is the change in government
reimbursement levels under the healthcare reform act. It is not
clear how current MA members will respond to the resulting benefit
and premium changes that will likely result from the reduced
reimbursement levels over the next several years." However, the
rating agency noted that despite recent reductions in the level of
reimbursements to managed care companies, membership growth has
remained solid, especially for MMM in Puerto Rico, where the
company's income margins provide the flexibility to offer a
competitive benefit plan without raising premiums.

Moody's said that if MMM continues to 1) produce EBITDA margins
above 10%, 2) reduces Debt/EBITDA below 1.5x, 3) demonstrates
consistent annual Medicare Advantage net membership growth of at
least 3%, and 4) improves its NAIC risk-based capital (RBC) ratio
on a sustained basis of at least 100% of company action level
(CAL), then the ratings could be upgraded. However, 1) if annual
EBITDA margins fall below 5%, 2) if membership declines in any
year by 25% or more, 3) if the RBC ratio declines below 50% of
CAL, 4) if financial leverage continues to increase to fund
stockholder dividends, or 5) if there is a breach in any of the
financial covenants in its credit agreement, then the ratings
could be downgraded.

The following ratings were affirmed with a stable outlook:

  MMM Holdings, Inc. -- senior secured debt rating at B2, long
  term corporate family rating at B2;

  MMM Healthcare, Inc. -- insurance financial strength rating at
  Ba2.

The principal methodology used in these ratings was Moody's Rating
Methodology for U.S. Health Insurance Companies published in May
2011.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.

InnovaCare, Inc., the parent company of MMM Holdings, is a
privately-owned company incorporated in Puerto Rico. MSO of Puerto
Rico, Inc. is an independent unregulated subsidiary of MMM
Holdings that provides management support and services to the
provider networks of MMM Holding's regulated insurance
subsidiaries (MMM Healthcare and Preferred Medicare Choice, Inc.).
As of September 30, 2012, MMM Holdings reported stockholders'
equity of approximately $402 million. MMM's total revenues for the
first nine months of 2012 were $1.7 billion with 217,200 Medicare
members in Puerto Rico.


MRJP LLC: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MRJP, LLC
        7942 Hallie Dr.
        Ypsilanti, MI 48198

Bankruptcy Case No.: 13-43573

Chapter 11 Petition Date: February 27, 2013

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: David G. Dragich, Esq.
                  HARRINGTON DRAGICH PLLC
                  21043 Mack Avenue
                  Grosse Pointe Woods, MI 48236
                  Tel: (313) 886-4550
                  E-mail: ddragich@harringtondragich.com

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

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

A copy of the Company's list of its 13 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mieb13-43573.pdf

The petition was signed by John Cueter, member.


MSR RESORT: Judge Won't Stay Plan Confirmation
----------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge refused Thursday to grant alternative investment
fund Five Mile Capital LP's bid for a limited stay of MSR Resort
Golf Course LLC's Chapter 11 plan confirmation and $1.5 billion
sale to a Singaporean wealth fund.

The report related that U.S. Bankruptcy Judge Sean H. Lane said
Five Mile, which aggressively challenged the resort owner's plan
confirmation, failed to establish a factual or legal basis for the
stay.  Judge Lane approved the reorganization plan and asset sale
to Government of Singapore Investment Corp. (Realty) Private Ltd.,
the report noted.

                         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.


MTS LAND: Withdraws Motion to Incur Postpetition Financing
------------------------------------------------------------
MTS Land, LLC, and MTS Golf, LLC, notify the U.S. Bankruptcy Court
for the District of Arizona that they have withdrawn their motion
for authorization to obtain postpetition financing from Jaime
Sohacheski, and allow the tax DIP lenders' claim as a secured
priming lien replacing the property tax liens.

U.S. Bank National Association, a secured creditor, objected to
the proposed final order, stating that there was no evidence
presented at the Aug. 22, 2012, or Oct. 29, 2012, hearings on the
motion that the DIP Loan was the result of arm's-length
negotiations.  To the contrary, all of the evidence on the issue
indicated that Jaime Sohacheski was the decision maker on both
sides of the transaction (for the Debtors and the DIP Lender).

The Debtors, in their motion, stated that the DIP Lender agreed to
establish an unsecured credit facility in favor of the Debtors
pursuant to the DIP Agreement and the Note by which Debtors may
obtain loans from time to time in an aggregate amount up to
$1,080,000.  The Debtors would use the loan to fund their business
operations.

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.

According to the disclosure statement in support of their First
Amended Chapter 11 Plan of Reorganization that was filed mid-
January, debtors MTS Land, LLC, and MTS Golf, LLC, have a 100%
payment plan notwithstanding that the plan impairs certain classes
of creditors.


NEW YORK SKYLINE: ESB Obtains Judgment Dismissing Skyline Claim
---------------------------------------------------------------
In the Chapter 11 case of New York Skyline, Inc., two adversary
proceedings concern numerous disputes between the parties arising
under certain lease and license agreements, as modified and
amended:

-- EMPIRE STATE BUILDING COMPANY L.L.C. and EMPIRE STATE
    BUILDING, INC., Plaintiffs, v. NEW YORK SKYLINE, INC.,
    Defendant.

-- NEW YORK SKYLINE, INC., Plaintiff, v. EMPIRE STATE BUILDING
    COMPANY L.L.C., EMPIRE STATE BUILDING, INC. and EMPIRE STATE
    BUILDING ASSOCIATES L.L.C. Defendants.

The instant dispute relates to the claim by New York Skyline,
Inc., asserted in the Twelfth Claim for Relief in its Third
Amended Complaint, dated July 29, 2009, that its landlord, the
Empire State Building Company, overcharged it for electricity in
breach of the lease. The lease included several technical terms
and concepts relating to the computation of electrical charges,
and required extrinsic evidence to explain their meaning. The U.S.
Bankruptcy Court for the Southern District of New York ordered a
separate trial, and at the conclusion of Skyline's direct case,
ESB moved for judgment on partial findings pursuant to Rule 52(c)
of the Federal Rules of Civil Procedure, made applicable to these
adversary proceedings by Rule 7052 of the Federal Rules of
Bankruptcy Procedure. The Court reserved decision.

According to Judge Stuart M. Bernstein, the evidence showed that
ESB complied with the lease requirements for computing what
Skyline had to pay, and except for two instances that ESB
corrected, Skyline did not challenge this conclusion. Instead,
Skyline's opposition came down to the argument that the lease
methodology did not accurately estimate electricity consumption,
overcharged Skyline, and ignored other (and fairer) ways to
compute consumption.

"Be that as it may, this is a contract case, and Skyline is bound
by the agreement it made with ESB. Accordingly, ESB's motion for
judgment on partial findings dismissing the [Twelfth Claim for
Relief in the Third Amended Complaint] is granted," Judge
Bernstein ruled.

The Court has considered Skyline's remaining arguments, and to the
extent not specifically addressed, concluded that they lack merit.
The parties are directed to contact chambers and arrange a pre-
trial conference for the purpose of scheduling the trial on the
remaining issues.

David S. Tannenbaum, Esq. -- dtannenbaum@sterntannenbaum.com --
Francine N. Nisim, Esq. -- fnisim@sterntannenbaum.com -- Brian J.
Damiano, Esq. -- bdamiano@sterntannenbaum.com -- of STERN
TANNENBAUM & BELL LLP, in New York, represent Empire State
Building Company L.L.C., Empire State Building, Inc., and Empire
State Building Associates L.L.C.

Charles A. Stewart, III, Esq. -- cstewart@somlaw.com -- and Elin
M. Frey, Esq., of STEWART OCCHIPINTI, LLP, in New York, represent
New York Skyline, Inc.

A copy of the Bankruptcy Court's February 22, 2013 Memorandum
Decision is available at http://is.gd/s2wzolfrom Leagle.com.

Manhattan-based New York Skyline, Inc. -- http://www.skyride.com/
-- operates the NYSKYRIDE attraction at the Empire State building.
The Company sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10181) on Jan. 12, 2009.  Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky, LLP, assists the company in its restructuring
efforts.  The Company estimated its assets and debts between
$10 million and $50 million at the time of the filing.


NORANDA ALUMINUM: Moody's Cuts Rating on Senior Term Loan to 'B1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior secured term loan
rating of Noranda Aluminum Acquisition Corporation to B1 from Ba3.
At the same time, Moody's affirmed all other ratings of Noranda,
including the company's B2 Corporate Family Rating, B2-PD
Probability of Default Rating and Caa1 rating on the company's
senior unsecured notes. The SGL-3 Speculative Grade Liquidity
Rating remains unchanged. The outlook is negative.

The downgrade in the senior secured term loan rating to B1
reflects the $110 million add on to the term loan (increasing the
term loan to approximately $430 million) versus the originally
intended $60 million increase and the commensurate reduction in
proceeds from the company's unsecured note issue. Consequently,
under Moody's Loss Given Default Methodology, the shift in the
level of secured versus unsecured debt in the capital structure
results in less underlying loss absorption to the secured debt.
Proceeds from the term loan and the note issue will be used to
tender for and repay outstanding balances under the $275 million
in floating rate global notes due May 2015.

Downgrades:

Issuer: Noranda Aluminum Acquisition Corporation

Senior Secured Bank Credit Facility Feb 18, 2019, Downgraded to
B1, LGD3, 34% from Ba3, LGD3, 32%

Affirmations:

Issuer: Noranda Aluminum Acquisition Corporation

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Senior Unsecured Regular Bond/Debenture, Affirmed Caa1, LGD5, 81%
(from LGD5, 83%)

Senior Unsecured Regular Bond/Debenture May 15, 2015, Affirmed
Caa1, LGD5, 81%

Ratings Rationale:

Noranda's B2 Corporate Family Rating reflects the company's strong
relationships with its customer base and good position within
markets served. Additionally, continued focus on cost control and
cost reduction under its "Cost-Out, Reliability and
Effectiveness"(CORE) program, as well as the benefits to its
overall cost position from its alumina refinery and bauxite
operations are expected to continue to provide some mitigation to
the volatility of aluminum prices and input costs. These latter
benefits are derived from the earnings generated by third party
sales of both excess bauxite and aluminum, which the company views
as a reduction to overall production costs in its primary aluminum
operations.

At the same time, the rating reflects Noranda's relatively small
size, its earnings leverage to performance of the primary metal
business, fundamental challenges in the aluminum markets, and the
reliance of this business on a single smelter and refinery - which
leaves the company exposed to any future disruptions at the New
Madrid, Missouri smelter and Gramercy, Louisiana refinery. While
the downstream operations add a level of relative stability, their
EBITDA contribution is still likely to remain small relative to
the more commodity-like primary aluminum and alumina segments,
absent a significant increase in production capacity. The upstream
primary operations will remain the dominant earnings driver and
will continue to reflect the cyclicality of the aluminum price and
demand levels. The rating also reflects the company's exposure to
volatility in the cost of key inputs such as energy and caustic
soda.

Moody's believes that meaningful improvement in the company's
credit metrics will likely be impeded by continued weakness in the
global aluminum markets within the foreseeable time horizon as a
result of lingering global economic uncertainty and sluggish
demand. Moreover, while aluminum prices remain weak, the company
continues to be exposed to volatility in the costs of key inputs
such as energy and caustic soda. Consequently, Moody's expects
debt protection metrics such as debt-to-EBITDA to trend at or
slightly above 5.5 times while EBIT-to-interest to average around
1.0 times within the next 12 to 18 months.

The SGL-3 speculative grade liquidity rating reflects Moody's
expectations for reduced EBITDA and cash flow, leading to higher
borrowings under the company's revolver (ABL) in the next 12
months. Furthermore, it is unlikely that the company will scale
back capital expenditures in the near term as the company must
invest in improving the reliability of its operations given its
reliance on both a single-location smelter and refinery. As a
result, Moody's believes that Noranda will generate negative free
cash flow (cash from operations less capital expenditures and
dividends) during the forecast period.

The negative outlook incorporates Moody's expectation that
earnings and cash flow generation will remain weak in 2013 absent
a catalyst that could lead to a broad based recovery in aluminum
prices over the next 12 to 18 months. Consequently, leverage is
expected to remain high over the same period. The negative outlook
also reflects Moody's view that the company may experience further
deterioration in its credit and liquidity profiles.

The Caa1 rating on the senior unsecured notes reflects the
effective subordination of these instruments to a substantial
amount of first lien secured debt and priority accounts payable,
and the expectation of a considerable loss in value in a default
scenario.

Noranda's rating could be downgraded if LME aluminum prices were
to further decline from currently weak levels and production costs
were to escalate, or the company's operations encountered
disruptions leading to deterioration in operating performance and
credit metrics. Furthermore, the rating could be downgraded should
the company engage in aggressive financial policies that result in
a material impact on its leverage profile. Specifically, the
rating could be lowered if credit metrics were to deteriorate and
unlikely to improve such that adjusted debt-to-EBITDA were
sustained above 5.5 times, EBIT-to-interest below 1.0 times, or if
cash flow remained negative over a longer than expected time
horizon.

At this point, a positive outlook or upgrade is unlikely, given
Moody's expectations for reduced profitability, weaker credit
metrics, the company's relatively small size, reliance on one
smelter and refinery, exposure to the cyclicality of aluminum
price and demand swings. In addition, uncertainty over financial
policies is a further limiting factor.

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

Headquartered in Franklin, Tennessee, Noranda Aluminum Acquisition
Corporation directly owns Noranda Aluminum, Inc. and indirectly
controls Noranda Aluminum Inc.'s subsidiaries (Moody's
collectively refers to the group of companies as "Noranda"). The
group's ultimate parent and holding company is Noranda Aluminum
Holding Corporation. Noranda is involved in primary aluminum
production at its New Madrid, Missouri smelter and in downstream
operations through four rolling mills. During the fiscal year
ending December 31, 2012, Noranda shipped approximately 497
million pounds of primary aluminum to external customers and 379
million pounds of fabricated products, generating revenues of $1.4
billion.


OHIO VALLEY: Moody's Lowers Bond Rating One Notch to 'Ba3'
----------------------------------------------------------
Moody's Investors Service has downgraded Ohio Valley General
Hospital's bond rating to Ba3 from Ba2, affecting $25.7 million of
outstanding bonds issued by the Allegheny County Hospital
Development Authority, PA. The outlook remains negative.

Ratings Rationale:

The downgrade to Ba3 from Ba2 reflects Ohio Valley's continued
operating losses and volume declines during FY 2012, higher
operating losses through six months of FY 2013, growth in pension
liability, increasing risk to Medicare cuts given the hospital's
high Medicare level, and expected increase in capital spending.
The rating also reflects the hospital's small size in a
competitive market, dependence on a limited number of physicians
for admissions, high debt load and risks related to the hospital's
asset allocation. The hospital's strengths include a strong
liquidity position, somewhat improved (thought still weak)
operating performance and conservative debt structure. The
negative outlook reflects the risks of continued volume and market
share declines, and operating losses that are likely to continue
in FY 2013.

Challenges

- Continued admissions decline in FY 2012 and six months FY
   2013; admissions fell 2.8% in FY 2012 and 3.1% through six
   months FY 2013 compared to the same period a year prior.

- Competitive market place for the primary service area;
   according to management, market share declined to 20% in 2012
   from 21% in FY 2011.

- Small size hospital with less than $70 million operating
   revenue and fewer than 4,000 admissions, contributing to a
   high dependency on a relatively few physicians.

- Debt load is relatively high compared to hospital size and
   operating cash flow; low MADS coverage at 1.69 times in FY
   2012. Debt to revenue is high at 55% (Ba median is 32%) and
   debt-to-cash flow is unfavorably high at 8.44 times (Ba median
   is 6.5 times).

- Investment allocation to equities is high (68.7%), which is a
   risk given dependency on investment returns to support capital
   spending; system had a negative $10 million swing in FY 2012
   with an investment loss of $1.0 million compared to a gain of
   $9.2 million in FY 2011.

- Unfunded pension liability grew to $17.6 million in FY 2012
   from $6.5 million in FY 2011, with funded ratio falling to 65%
   in FY 2012 compared to 83% in FY 2011.

- Medicare as a percentage of gross revenues grew to a high 58%
   in FY 2012 from 55% in FY 2011 (Ba median is 45%); system
   remains vulnerable to potential payment reductions at the
   federal level.

Strengths

- Strong liquidity position with 275 days of cash on hand at
   December 31, 2012, providing a good cushion of 134% cash-to-
   debt.

- Slightly improved operating performance, with operating cash
   flow margin at 4.8% in FY 2012, up from 3.0% in FY 2011;
   however, operating decline is evident in 6-month FY 2013
   interims.

- Limited debt structure risks, with mostly fixed rate debt.

Outlook

The negative outlook reflects the challenges of continuing to
reduce large operating losses, which is necessary to meet planned
increased capital spending levels, cover debt service, reduce
reliance on investment returns and minimize vulnerability to
potential Medicare cuts

What Could Make The Rating Go Up

With a negative outlook, a rating upgrade is not likely in the
short-term period; over the longer-term, an upgrade would be
considered as a result of significant and sustained operating
improvement and at least volume stability.

What Could Make The Rating Go Down

Continuation of operating losses at current levels with no further
improvement, volume declines; decline in cash levels; an increase
in either direct debt or indirect debt

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


ORMET CORP: Secures Interim Approval of Wayzata DIP Loans
---------------------------------------------------------
Ormet Corp. received court approval for financing from proposed
stalking horse bidder and current lender Wayzata Investment
Partners LLC.

A hearing to consider approval of the DIP financing is slated for
March 20 at 9:30 a.m.  Objections are due March 13, 2013, at 4:00
p.m.

The Debtors would be able to access $15 million of the $30 million
term-loan being provided by Wayzata pending final approval.  The
term loan would bear interest at 10%.

The Debtors also obtained approval of a $60 million revolving
credit that in substance replaces an existing facility.  Wells
Fargo Capital Finance LLC is the administrative agent under the
revolving facility.

The DIP Facilities would mature within 9 months after the Petition
Date.

Wayzata is under contract to buy the business in exchange for the
bankruptcy loans and $130 million of an existing term loan, unless
outbid at an auction for the assets.  Wayzata will also cover some
expenses of the Chapter 11 case.

The loan from Wayzata is subject to these sale milestones:

    (1) By no later than the date that is the later of (a) 30 days
        after the Petition Date or (b) 15 days following the
        formation of an unsecured creditors committee, an order
        will be entered by the Bankruptcy Court approving the
        bidding procedures.

    (2) By no later than 45 days after the date of entry of the
        bid procedures order, the Debtors will have commenced the
        auction.

    (3) By no later than 90 days after the Petition Date, an order
        will be entered by the Bankruptcy Court approving the
        transaction.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) with
a deal to sell the business to a portfolio company owned by
private investment funds managed by Wayzata Investment Partners
LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities
totaling $416 million. Secured debt of about $180 million
includes $139.5 million on a secured term loan and $39.3 million
on a revolving credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung -- lloyd.sprung@evercore.com -- and Paul Billyard --
billyard@evercore.com -- serve as investment bankers to the
Debtor.

Wayzata is represented by:

         Scott L. Alberino, Esq.
         Joanna Newdeck, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         1333 New Hampshire Ave., N.W.
         Washington, D.C. 20036-1564
         E-mail: salberino@akingump.com
                 jnewdeck@akingump.com

Wells Fargo is represented by:

         Daniel Fiorillo, Esq.
         OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C.
         230 Park Avenue
         New York, NY 10169
         E-mail: dfiorillo@oshr.com


ORMET CORP: Proposes Wayzata-Led Auction on May 13
--------------------------------------------------
Bankruptcy Judge Mary F. Walrath in Delaware will convene a
hearing May 20, 2013 at 9:30 a.m. to consider Ormet Corp.'s
request to commence a sale process for substantially all assets
where Wayzata Investment Partners LLC would open the auction.

The Debtors have signed a deal to sell the business to Wayzata in
exchange for a credit bid consisting of $30 million from the DIP
financing Wayzata is providing the bankruptcy estate, and $130
million from a prepetition term loan.

The Debtors propose a two-phase auction process whereby bids are
solicited from other potential buyers and, assuming the Debtors
receive at least one qualified bid in addition to Wayzata's, an
auction occurs.

Under the proposed bidding procedures:

   -- Prospective bidders must submit an executed confidentiality
      agreement no later than May 3, 2013;

   -- Bidders will have opportunity to conduct reasonable due
      diligence until May 8, 2013;

   -- Initial bids are due May 8, 2013 at 5:00 p.m.;

   -- Initial bids must have an initial overbid of $1 million in
      cash;

   -- If at least one qualified bid is received, an auction will
      be conducted at 10:00 a.m. (prevailing Eastern time) on
      May 13, 2013 at the offices of Dinsmore & Shohl LLP, 255 E.
      5th St., Suite 1900, Cincinnati, OH 45202;

   -- If an auction is conducted, the qualified bidder with the
      next highest or otherwise best bid may be designated as the
      potential backup bidder, which will be required to keep its
      initial bid open and irrevocable until the earlier of 5:00
      p.m. (prevailing Eastern Time) on the date that is 30 days
      after the date of entry of the sale order; and

   -- The Court will convene a hearing to consider approval of the
      prevailing bid at a hearing to take place not later than
      May 15, 2013.

The Debtors will consult with the agent under the Debtors'
postpetition superpriority senior secured revolving credit
facility, Wayzata, any official committee of unsecured creditors
appointed in the Debtors' cases, and the representative of the
United Steel, Paper, and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Workers' International Union;
provided that the Debtors will not be required to consult with any
party that submits a bid that remains open if the Debtors
determined that the participation would have a chilling effect on
potential bidding.

To recognize Wayzata's expenditure of time, energy and resources,
it will receive an expense reimbursement of up to $1 million in
the event it is outbid at the auction.

Objections to the proposed bidding procedures are due March 13,
2013 at 4:00 p.m.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) with
a deal to sell the business to a portfolio company owned by
private investment funds managed by Wayzata Investment Partners
LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities
totaling $416 million. Secured debt of about $180 million
includes $139.5 million on a secured term loan and $39.3 million
on a revolving credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung -- lloyd.sprung@evercore.com -- and Paul Billyard --
billyard@evercore.com -- serve as investment bankers to the
Debtor.


ORMET CORP: Wins Approval for Kurtzman Carson as Claims Agent
-------------------------------------------------------------
Ormet Corp. sought and obtained approval of its application to
employ Kurtzman Carson Consultants LLC as an official claims and
noticing agent of the Court effective as of the Petition Date.

On account of its consulting services, KCC personnel will charge
based on a 20% discounted rate:

   Position                                Hourly Rate
   --------                                -----------
Clerical                                   $32 to $48
Project Specialist                         $64 to $112
Technology/Programming Consultant          $80 to $160
Consultant                                $100 to $160
Senior Consultant                         $180 to $220
Senior Managing Consultant                    $236
Weekend, holidays and overtime               Waived
Travel expenses and working meals            Waived

For its noticing services, KKC will charge $50 per 1,000 e-mails,
and $0.10 per page for electronic noticing.  For its claims
administration services, KCC will charge $0.10 per creditor per
month but is waiving the fee for its public website hosting
services.

Prior to the Petition Date, the Debtors paid KCC a $20,000
retainer.

KCC has represented that it neither holds nor represents any
interest materially adverse to the Debtors' estates in connection
with any matter on which it would be employed and that it is a
"disinterested person," as referenced in Sec. 327(a) of the
Bankruptcy Code and as defined in Sec. 101(14).

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) with
a deal to sell the business to a portfolio company owned by
private investment funds managed by Wayzata Investment Partners
LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities
totaling $416 million. Secured debt of about $180 million
includes $139.5 million on a secured term loan and $39.3 million
on a revolving credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung -- lloyd.sprung@evercore.com -- and Paul Billyard --
billyard@evercore.com -- serve as investment bankers to the
Debtor.


ORMET CORP: Section 341(a) Meeting Scheduled for April 11
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Ormet Corporation
will be held on April 11, 2013, at 1:30 p.m. at the J. Caleb Boggs
Federal Building, 2nd Floor, Room 2112, in Wilmington, Delaware.

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

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

                      About Ormet Corporation

Ormet Corporation filed for Chapter 11 petition (Bank. D. Del.
Case No. 13-10334) on Feb. 25, 2013.  Ormet is headquartered at
its smelting operations located along the Ohio River, in Hannibal,
Ohio.  Ormet Corporation is a holding Company with its wholly
owned subsidiary, Ormet Primary Aluminum Corporation (OPAC), as
the Debtors' operating entity, which includes the smelter
operation in Hannibal, Ohio and a refinery operation in Burnside,
Louisiana.

James Burns Riley signed the petition as chief financial officer,
treasurer and secretary.  On the petition date, the Debtor
disclosed assets of $406,819,000 and liabilities of $416,009,000.
The Debtor's general bankruptcy counsel is Dinsmore & Shohl LLP.
Kurtzman Carson Consultants, LLC, serves as the Debtor's claims
and noticing agent.

The Company and its debtor-affiliates previously filed for chapter
11 protection on January 30, 2004 (Bankr. S.D. Ohio Case No. 04-
51255).  The Company's chapter 11 plan was confirmed by the Court
in April 2005.  Under the confirmed Plan, Ormet was authorized to
break labor contracts, which resulted in conflicts with the United
Steelworkers of America.

Following emergence from bankruptcy, the Company made a series of
strategic decisions, resulting from market conditions, to focus on
the production of primary aluminum.  In the fourth quarter of
2006, the Company idled the alumina refinery plant in Burnside and
in the fourth quarter of 2007, the Company curtailed operations at
the billet casting plant at the Hannibal Facility.  Also in 2007,
the Company ceased operation at its Burnside Terminal, classifying
the terminal as "held for sale" on the Company's balance sheet.
In May 2007, Matlin Patterson completed the sale of all of its
interest in the Company.


OVERSEAS SHIPHOLDING: Severance & Incentive Plan Approvals Sought
-----------------------------------------------------------------
BankruptcyData reported that Overseas Shipholding Group filed with
the U.S. Bankruptcy Court a motion to implement a severance plan.

According to the report, under the plan, participants whose
employment is terminated without cause will be entitled to two
weeks of pay for every year of continuous service, with a minimum
of eight weeks of salary up to a maximum of 52 weeks of salary.
The report related that, according to the Debtors, the value of
all benefits in the severance vested through 2012, assuming
hypothetically that all eligible employees were terminated, is
approximately $13.4 million.

The Debtors also filed a motion to implement a non-executive
incentive plan with an estimated plan cost of $9.8 million, the
BData report further related.

The Court scheduled a March 21, 2013 hearing on the motions.

                    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.


OXFORD BUILDING: REIT Services Provider in Chapter 11
-----------------------------------------------------
Oxford Building Services, Inc., Oxford Property Services, Inc.,
and Origin PR LLC sought Chapter 11 protection (Bankr. D.N.J. Lead
Case No. 13-13821) on Feb. 26, 2013, in Newark, New Jersey.

Oxford is a national organization providing a full spectrum of
facility maintenance, housekeeping, janitorial and security
services for office building real estate investment trusts
("REITs"), retail and entertainment REITs, national retailers and
chain stores.  Oxford also optimizes the facility maintenance
process for companies with multi-unit facility management needs
through the use of software, vendor management tools, statistical
modeling and analysis, paperless invoicing and a transaction/call
center.  Oxford Building, the lead debtor, is the sole member of
Origin and owns 100% of the outstanding stock of OPS.

Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., serve as counsel to the Debtors.

Oxford Property estimated assets and debts of $10 million to
$50 million.  Oxford Building estimated at least $1 million in
assets and liabilities.

The Debtors are asking the Court to extend by 30 days until
April 11, 2013, their deadline to file schedules of assets and
liabilities, and statements of financial affairs.

The Debtors also filed a motion to direct ADP and TD Bank, N.A.,
to honor certain prepetition gross-salaries and payroll taxes of
their employees.

The Debtors are seeking joint administration of their Chapter 11
cases.

The Debtors' exclusive period to propose a Chapter 11 plan expires
June 26, 2013.


OXFORD BUILDING: Section 341(a) Meeting Scheduled for April 10
--------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Oxford Property
Services, Inc., will be held on April 10, 2013, at 9:00 a.m. at
Suite 1401, One Newark Center.  Creditors have until July 9 to
submit their proofs of claim.

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

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

                  About Oxford Building Services

Oxford Building Services, Inc., Oxford Property Services, Inc.,
and Origin PR LLC sought Chapter 11 protection (Bankr. D.N.J. Lead
Case No. 13-13821) on Feb. 26, 2013, in Newark, New Jersey.

Oxford is a national organization providing a full spectrum of
facility maintenance, housekeeping, janitorial and security
services for office building real estate investment trusts
("REITs"), retail and entertainment REITs, national retailers and
chain stores.

Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., serve as counsel to the Debtors.

Oxford Property estimated assets and debts of $10 million to
$50 million.  Oxford Building estimated at least $1 million in
assets and liabilities.


OXFORD BUILDING: Meeting to Form Creditors' Panel on March 13
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 13, 2013, at 10:00 a.m. in
the bankruptcy cases of Oxford Property Services, Inc., Oxford
Building Services, Inc., and Origin PR LLC.

The meeting will be held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                  About Oxford Building Services

Oxford Building Services, Inc., Oxford Property Services, Inc.,
and Origin PR LLC sought Chapter 11 protection (Bankr. D.N.J. Lead
Case No. 13-13821) on Feb. 26, 2013, in Newark, New Jersey.

Oxford is a national organization providing a full spectrum of
facility maintenance, housekeeping, janitorial and security
services for office building real estate investment trusts
("REITs"), retail and entertainment REITs, national retailers and
chain stores.

Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., serve as counsel to the Debtors.

Oxford Property estimated assets and debts of $10 million to
$50 million.  Oxford Building estimated at least $1 million in
assets and liabilities.


PAULS VALLEY HOSPITAL AUTHORITY: Chapter 9 Case Summary
-------------------------------------------------------
Debtor: Pauls Valley Hospital Authority
        dba Pauls Valley General Hospital
        100 Valley Drive
        Pauls Valley, OK 73075

Bankruptcy Case No.: 13-10791

Chapter 9 Petition Date: March 1, 2013

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Debtor's Counsel: Chad J. Kutmas, Esq.
                  MCDONALD, MCCANN & METCALF, LLP
                  15 E. Fifth Street, Suite 1800
                  Tulsa, OK 74103
                  Tel: (918) 430-3700
                  Fax: (918) 430-3770
                  E-mail: ckutmas@mmmsk.com

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

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

The petition was signed by Tim Gamble, chairman.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
McKesson                           Trade Debt             $571,612
McKesson Technologies Inc.
P.O. Box 98347
Chicago, IL 60693-8347

United States Treasury             Taxes                  $423,540
Internal Revenue Service
P.O. Box 105083
Atlanta, GA 30348-5083

P V General Hosp Foundation        Trade Debt             $365,290
100 Valley Drive
Pauls Valley, OK 73075

Chris Whybrew                      Trade Debt             $260,000
1215 W. Edgewater Place
Broken Arrow, OK 74012

Cimarron Ins Exchange, RRG         Trade Debt             $197,025

OHCA premium account               Trade Debt             $141,827
Premium payment

Total Medical Personnel Stafng     Trade Debt             $138,945

Connect Health Professionals       Trade Debt             $128,026

Mitchell Charles                   Trade Debt              $76,577

Midland Group                      Trade Debt              $73,740

Reavis DME                         Trade Debt              $64,587

Ok State/Educa Grp Ins Board       Trade Debt              $56,361

Em-Care Physician Services         Trade Debt              $56,250

Medical Solutions                  Trade Debt              $50,008

Oklahoma Tax Commission            Taxes                   $44,537

Administrative Consultant Svcs     Trade Debt              $42,467

Oklahoma Blood Institute           Trade Debt              $42,069

Oklahoma Employment Sec. Comm.     Unemployment            $41,896
                                   Insurance/Taxes

Chickasaw Telecom, Inc.            Trade Debt              $40,877

J & J Health Care Systems          Trade Debt              $36,092


POLAR MOLECULAR: Ct. Grants Summary Judgment in Suit vs. Woodward
-----------------------------------------------------------------
District Judge Thomas L. Ludington entered on February 22, 2013,
an order granting individual defendants' motion for summary
judgment in PETROLEUM ENHANCER, LLC v. WOODWARD.

Polar Molecular Corporation is a wholly owned subsidiary of
Interpleader-Plaintiff Polar Molecular Holding Corporation.  PMC
was engaged in the petroleum-additive business. In 2006, PMC was
in default on a loan for which it had pledged allegedly valuable
intellectual property as collateral.  Polar Holding was also
undergoing an internal dispute between two shareholders and board
members regarding the business strategy of PMC.  This dispute
eventually caused one of those directors, Richard Socia, to
organize an enterprise called Petroleum Enhancer, LLC to purchase
the lender's interest in PMC's promissory note and collateral.
Petroleum Enhancer was incorporated in March 2007, Mr. Socia
resigned from Polar Holding's board less than one month later, and
Petroleum Enhancer acquired PMC's loan shortly thereafter.

In 2007, Petroleum Enhancer brought suit in the United States
District Court for the Eastern District of Michigan against Lester
Woodward, an escrow agent in possession of PMC's collateral,
alleging that PMC was in default on the payment of its promissory
note. Polar Holding and PMC intervened in the lawsuit and filed
counterclaims against Petroleum Enhancer and a third-party
complaint against a number of additional parties, including Mr.
Socia. After a round of dispositive motions and an appeal to the
Sixth Circuit, Polar Holding is back before the Michigan District
Court asserting claims for breach of fiduciary duty, civil
conspiracy, and tortious interference against three Individual
Defendants: Mr. Socia, Bruce Becker, and Carl Hill (the Individual
Defendants). On November 2, 2012, the Individual Defendants moved
for summary judgment asserting that they are entitled to judgment
as a matter of law on all three of Polar Holding's claims.

Judge Ludington granted the Individual Defendants' motion for
summary judgment.  Polar Holding's motion to strike is denied as
moot and it claims are dismissed with prejudice.

"This resolves the last pending issue and closes the case," said
the court.

The case is PETROLEUM ENHANCER, LLC, A Michigan Limited Liability
Company, Plaintiff/Counter-Defendant, Honorable Thomas L.
Ludington v. LESTER R. WOODWARD, Defendant, and POLAR MOLECULAR
CORP., Intervenor-Plaintiff, POLAR MOLECULAR HOLDING CORP.,
Interpleader-Plaintiff/Third-Party Counter-Plaintiff v. AFFILIATED
INVESTMENTS, LLC, BARBARA SOCIA as Personal Representative of the
Estate of Richard J. Socia, Deceased, CARL HILL, BRUCE BECKER, A.
RICHARD NELSON, Third-Party Defendants; and In re: POLAR MOLECULAR
CORP. POLAR MOLECULAR CORP., Plaintiff, v. PETROLEUM ENHANCER,
LLC., Defendant, Case Nos. 07-12425, 09-10247.

A copy of the District Court's February 22, 2013 Opinion and Order
is available at http://is.gd/N9vIyifrom Leagle.com.

Polar Molecular Corp. filed for Chapter 11 in January 2008 in the
United States Bankruptcy Court for the District of Colorado.
PMC filed a second Chapter 11 bankruptcy petition in the same
court in August 2008.  PMC's Chapter 11 bankruptcy case was
subsequently converted to a Chapter 7 liquidation, and the
bankruptcy court appointed a trustee to act as the representative
of PMC's estate.


PORTER BANCORP: Incurs $32.9 Million Net Loss in 2012
-----------------------------------------------------
Porter Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$32.93 million on $57.72 million of interest income for the year
ended Dec. 31, 2012, as compared with a net loss of $107.30
million on $73.55 million of interest income during the prior
year.  The Company incurred a net loss of $4.38 million on $86.40
million of interest income in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $1.16 billion
in total assets, $1.11 billion in total liabilities and $47.19
million in total stockholders' equity.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses in 2012, 2011 and
2010, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action.

"These events raise substantial doubt about the Company's ability
to continue as a going concern."

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

                        http://is.gd/nHkcMP

                        About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.


POWERWAVE TECHNOLOGIES: U.S. Trustee Objects to Bidding Procedures
------------------------------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the
Powerwave Technologies case filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion bidding procedures
related to the sale of substantially all the Debtors' assets.

The U.S. Trustee states, "The Debtor seeks authority to provide to
a stalking horse bidder a breakup fee plus an expense
reimbursement not to exceed 4% of its cash bid. As no stalking
horse has been identified, the U.S. Trustee objects to the
approval of any breakup fee in these circumstances.  Breakup fees
are ordinarily predicated on the stalking horse having placed the
estate's property in a sales posture to attract other bidders to
the auction, actually serving as a catalyst to attract additional
bids, or in some other way preserving or enhancing the value of
the estate," the report cited.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.  Kurtzman Carson Consultants serves
as administrative agent and Conway MacKenzie serves as financial
advisor.

A seven-member official committee of unsecured creditors was
appointed in the Chapter 11 case.


PROPHECY COAL: Tulgalgatai Sales Deal Expiry Constitutes Default
----------------------------------------------------------------
Further to the news release dated November 15, 2012, Prophecy Coal
Corp. on March 1 disclosed that it continues the discussion with
Tethys and its representatives regarding the purchase of
Tulgalgatai coal licenses.

Pursuant to the credit agreement between Prophecy and the
Company's creditor, Waterton Global Value, L.P., the expiry of the
original purchase and sales agreement with Tethys constituted a
default under the Credit Agreement.  Waterton has agreed to waive
the default, subject to (a) Prophecy setting aside $3.5 million in
escrow for purchase of the Licences and repayment of the loan; (b)
Prophecy agreeing to issue 2 million common shares to Waterton,
subject to TSX exchange approval; and (c) Prophecy agreeing to
pledge additional security to Waterton.

                       About Prophecy Coal

Prophecy Coal Corp. -- http://www.prophecycoal.com-- is a
Canadian TSX listed company engaged in developing energy projects
in Mongolia.  The Company's wholly-owned subsidiary Prophecy Power
Generation LLC is advancing plans for a proposed 600 MW coal mine-
mouth power plant, which has been permitted by the Mongolian
government, adjacent to its Chandgana coal deposit.  Chandgana
Coal LLC, a Prophecy Coal Corp. wholly-owned private Mongolian
subsidiary, is expected to supply 3.5 million tonnes of coal per
year to Prophecy Power Generation LLC for 25 years.  Chandgana
Coal LLC controls over 1.2 billion tonnes of thermal coal in the
measured and indicated categories, including two mining licenses
containing 124 million tonnes of measured resource with a strip
ratio of 0.7 to 1.  A mineral reserve, which is the economically
mineable part of a measured or indicated mineral resource
demonstrated by at least a prefeasibility study, has not been
estimated for the project. Mineral resources that are not mineral
reserves do not have demonstrated economic viability.


QUALITY CANDY: Avoidance Suit Against Bardes Plastics Dismissed
---------------------------------------------------------------
Bardes Plastics, Inc., which supplies packaging products to
Quality Candy Shoppes/Buddy Squirrel of Wisconsin, Inc., won
dismissal of a lawsuit that seeks to recoup $19,775.96 in payments
made by Quality Candy in the 90 days before it filed for
bankruptcy.

District Judge J.P. Stadtmueller adopted a report and
recommendation from U.S. Bankruptcy Judge Margaret Dee McGarity,
which includes proposed findings of fact and conclusions of law,
regarding a motion for summary judgment filed by Bardes.  Judge
McGarity recommended that Bardes's motion for summary judgment be
granted and that the adversary proceeding be dismissed.

The trustee for Quality Candy commenced the lawsuit against Bardes
on Nov. 29, 2011.  Bardes moved for summary judgment, offering two
affirmative defenses: (1) the ordinary course of business defense
under 11 U.S.C. Sec. 547(c)(4); and (2) the new value defense
under 11 U.S.C. Sec. 547(c)(2).

The bankruptcy judge held that Bardes met its burden of proof as
to both of the offered affirmative defenses.  The judge noted that
the payments fit the established practice of the parties' business
relationship, which undisputedly showed seasonal variations.  That
is, though the timing of payment changed from 80 days at the
beginning of the preference period to just 30 days at the end,
this change fit the long-established pattern of the business
relationship and did not evince the "aggressive collection
practices" sought to be eliminated by the preference recovery
scheme.  The bankruptcy judge further concluded that Bardes showed
that it gave "new value" in exchange for the preferential
transfers as Bardes continued to do business with debtor as usual
during the preference period: the Debtor ordered product, Bardes
shipped product on unsecured credit, and the Debtor paid invoices
as it had in prior years.

Quality Candy used packaging purchased from Bardes, and between
2003 to 2009, the Debtor purchased an average of $262.280.82 in
supplies from Bardes.  The Debtor's business was seasonal, with
August through January being the busiest months, and the sales
history from 2004 to 2009 shows that the vast majority of sales,
measured by the number of orders placed, the number of pieces
ordered, and the sales volume, occurred between August and January
of each year.

According to the District Court, the history of payments showed a
pattern.  Bardes sent invoices on the same date as each delivery.
The Debtor typically paid the invoices within or close to the 30
days set forth on the invoices during December to July, but
frequently required additional time to pay the invoices from
August to November.  This pattern makes sense, the District Court
said, because in August to November the production was increased
to meet seasonal demand, but the sales were delayed.

The lawsuit before the District Court is, ASSET RENEWAL SERVICES,
INC., as Trustee for Helminiak Confections of Wisconsin, Inc.,
Plaintiff, v. BARDES PLASTICS, INC., Defendant, Case No. 12-CV-
1113-JPS (E.D. Wis.).  A copy of the District Court's Feb. 28,
2013 Order is available at http://is.gd/CC6ZSsfrom Leagle.com.

Quality Candy Shoppes/Buddy Squirrel of Wisconsin Inc. sold
candies and similar confections, and distributed packaged products
through retail locations in southern Wisconsin and throughout the
United States.  Quality Candy filed for Chapter 11 bankruptcy
(Bankr. E.D. Wis. Case No. 11-02846) on Jan. 15, 2010, with $3.4
million in debt and $4.4 million in total assets.

On Sept. 30, 2010, the confirmed plan vested the trustee, Asset
Renewal Services, Inc., with the right to administer all remaining
assets of the Debtor, including any funds recovered through
preference claims.


QUICK-MED TECHNOLOGIES: Appoints Two Directors to Board
-------------------------------------------------------
Dale Bergman and Paul Jenssen were appointed to the board of
directors of Quick-Med Technologies, Inc., on Feb. 28, 2013.

Mr. Bergman, 57, has practiced corporate and securities law for
over 25 years, with specialty in advising emerging and mid-market
public companies in their growth.  Since March 2011, he has been a
partner in the Ft. Lauderdale office of Roetzel & Andress, LPA.
From May 2009 to March 2011, he was a partner in the Ft.
Lauderdale office of Arnstein & Lehr and from January 2004 to
April 2009, he was a member of Kluger, Peretz, Kaplan & Berlin,
P.L., a Miami-Florida based law firm.  Mr. Bergman does not
currently serve as a director of any reporting companies.  Mr.
Bergman, who is a member of the Florida and New York bars, holds a
bachelor's degree from Columbia College of Columbia University and
a J.D. from Harvard Law School.  The Company believes that his
lengthy experience in advising emerging and mid-market public
companies in their growth makes him a valuable addition to the
board of directors.

The board of directors expects to appoint Mr. Bergman to its audit
committee.

There is no material plan, contract or arrangement to which Mr.
Bergman is a party or in which he participates that is entered
into or material amendment in connection with the triggering event
or any grant or award to Mr. Bergman or modification thereto,
under any such plan, contract or arrangement in connection with
any such event.

As previously reported, effective as of Jan. 10, 2013, the Company
appointed Mr. Paul Jenssen, 56, as its Chief Financial Officer,
corporate treasurer and secretary.  Mr. Jenssen will be working
under a consulting agreement, will be paid a weekly retainer of
$1,120 for the first eight hours of work.  Time above eight hours
will be paid at $125/hour, with a certain discount for the initial
period. In addition he may be granted stock options at the
Company's discretion.

Mr. Jenssen has over 35 years of experience in strategic planning,
process improvement, finance and accounting.  He started his
career at Deloitte Touche (1978-1984) before becoming Treasurer at
Associated Press (1984-1998).  In addition to working as a
consultant since 1998, he was the CFO, COO and a Senior Managing
Director at Rothschild North America investment bank (1998-2006).
From 2006 until the present, Mr. Jenssen was the President of
Jenssen Consulting, a business involved in providing strategic
planning, process improvement, finance and accounting related
services.  Mr. Jenssen does not serve as a director of any other
reporting company.  Mr. Jenssen is a CPA, has an MBA from Columbia
University in New York and has held several securities licenses.
The registrant believes that Mr. Jenssen's financial and
investment banking experiences makes him a valuable addition to
its board of directors.

There are no arrangements or understandings between Mr. Bergman or
Mr.Jenssen and any other persons pursuant to which either of them
was selected as a director.  There is no family relationship
between Mr. Bergman or Mr. Jenssen and any of the other executive
officers or directors of the Company.

                          About Quick-Med

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.  Its four
core technologies are: (1) Novel Intrinsically Micro-Bonded
Utility Substrate (NIMBUS(R)), a family of advanced polymers bio-
engineered to have antimicrobial, hemostatic, and other properties
that can be used in a wide range of applications, including wound
care, catheters, tubing, films, and coatings; (2) Stay Fresh(R), a
novel antimicrobial based on sequestered hydrogen peroxide, that
can provide durable antimicrobial protection to items such as
textiles through numerous laundering cycles; (3) NimbuDerm(TM), a
novel copolymer for application as a persistent hand sanitizer
with long lasting protection against germs; and (4) MultiStat(R),
a family of advanced patented methods and compounds shown to be
effective in skin therapy applications.

The Company's balance sheet at Sept. 30, 2012, showed $1.4 million
in total assets, $9.8 million in total liabilities, and a
stockholders' deficit of $8.4 million.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about Quick-Med's ability to continue as a going concern.
The independent auditors noted the the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2012, and 2011, and has a net capital
deficiency.


RADIAN GROUP: Completes Concurrent Common Stock Offerings
---------------------------------------------------------
Radian Group Inc. on March 4 disclosed that it has completed its
previously announced concurrent public offerings of 39.1 million
shares of common stock and $400 million principal amount of
convertible senior notes due 2019.  The Company received aggregate
net proceeds, after underwriting discounts and commissions and
estimated offering expenses, of approximately $299.5 million from
the Common Stock Offering and $389.8 million from the Convertible
Notes Offering.  The Company intends to use the proceeds from the
offerings to fund working capital requirements and for general
corporate purposes, including additional capital support for its
mortgage insurance business.  Morgan Stanley & Co. LLC and
Goldman, Sachs & Co. acted as joint book-running managers for the
offerings, Dowling & Partners Securities, LLC, Keefe, Bruyette &
Woods, Inc., Macquarie Capital (USA) Inc. and Wells Fargo
Securities, LLC acted as co-managers for the Common Stock Offering
and Keefe, Bruyette & Woods, Inc. acted as co-manager for the
Convertible Notes Offering.

The notes are the Company's unsecured obligations.  The notes will
pay interest semi-annually on March 1 and September 1 at a rate of
2.25% per year, and will mature on March 1, 2019.

Prior to December 1, 2018, the notes will be convertible only upon
specified events and during specified periods and, thereafter, at
any time.  The notes will initially be convertible at a conversion
rate of 94.3396 shares of the Company's common stock per $1,000
principal amount of notes, corresponding to an initial conversion
price of approximately $10.60 per share of the Company's common
stock.  The conversion rate will be subject to adjustment upon
certain events, but will not be adjusted for accrued and unpaid
interest.  Upon conversion, the Company will pay or deliver, as
the case may be, cash, shares of its common stock or a combination
of cash and shares of its common stock, at the Company's option.
The Company will have the right to redeem all or part of the notes
on or after March 8, 2016 if the last reported sale price of its
common stock has been at least 130% of the conversion price then
in effect for at least 20 trading days (whether or not
consecutive) during any 30 consecutive trading day period.

The shares and notes were issued pursuant to an effective shelf
registration statement that was previously filed with the
Securities and Exchange Commission on Form S-3 and declared
effective on August 20, 2012.  The offerings were made by means of
a prospectus and related prospectus supplements.  A copy of the
prospectus supplement and the accompanying base prospectus for
each of the offerings has been filed with the SEC and is available
for free on the SEC's Web site: http://www.sec.gov.Alternatively,
copies may be obtained from Morgan Stanley & Co. LLC, Attn:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, New
York 10014, by calling (866) 718-1649 or by
e-mailing prospectus@morganstanley.com and from Goldman, Sachs &
Co., Attn: Prospectus Department, 200 West Street, New York, NY
10282, by calling (866) 471-2526 or by e-mailing
prospectus-ny@ny.email.gs.com

                        About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


R&A PETROLEUM: Court Threatens to Dismiss Chapter 11
----------------------------------------------------
Bankruptcy Judge R. Kimball Mosier in Utah held a hearing Feb. 26
on the U.S. Trustee's Motion to Convert or Dismiss the Chapter 11
case of R&A Petroleum, LLC, and the Court's related Order to Show
Cause.  As a result of the hearing, the Court set these deadlines:

     1) No later than March 12, 2013, Russell S. Walker and Oliver
K. Myers must file a Sec. 329 Statement with the Court outlining
the services rendered by the Debtor's attorneys both pre-petition
and post-petition for which they received $5,000 from the Debtor;

     2) No later than March 12, 2013, the Debtor must file an
application to employ Woodbury Kesler with the Court, along with
an affidavit in support of such application and a proposed order
approving the employment of the firm as the Debtor's counsel;

     3) No later than March 12, 2013, the Debtor must file its
Statement of Financial Affairs and Schedule of Assets and
Liabilities with the Court;

     4) No later than March 12, 2013, the Debtor must provide its
Initial Financial Report to the U.S. Trustee, and file with the
Court its Monthly Operating Reports for the months of December,
2012 and January, 2013; and

     5) No later than March 12, 2013, the Debtor, through counsel,
must file a formal objection to the dismissal of the case for
failure of counsel to appear at the 341 meeting held on January
10, 2013, and file a notice of hearing on that objection to be
served on all parties on the mailing matrix.

If the Debtor or its counsel fail to fully comply with any of the
deadlines, the case will be dismissed based upon a declaration of
the United States Trustee, and without further notice or hearing.

A copy of the Court's Feb. 28, 2013 Order is available at
http://is.gd/2MfnD1from Leagle.com.

R&A Petroleum LLC, based in Clearfield, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 12-35509) on Dec. 12, 2012.
Judge R. Kimball Mosier oversees the case.  Russell S. Walker,
Esq., at Woodbury & Kesler, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $500,001 to $1 million in
assets, and $1 million to $10 million in debts.  The petition was
signed by Arshi Singh, member.


RCN TELECOM: Moody's Affirms 'B1' CFR Following Term Loan Upsize
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of RCN Telecom Services, LLC following its announced plan to
upsize its term loan by $33 million to $808 million. The
incremental proceeds will fund a larger dividend of approximately
$205 million compared to the $172 million previously expected.
Moody's also affirmed the B1 rating on the first lien bank debt.

RCN Telecom Services, LLC

  Probability of Default Rating, Affirmed B2-PD

  Corporate Family Rating, Affirmed B1

  Senior Secured Bank Credit Facility, Affirmed B1

Ratings Rationale:

The upsize increases pro forma leverage by approximately 0.2 times
to 5.2 times debt-to-EBITDA from 5 times as previously expected
and 4 times currently. It also adds slightly under $2 million of
annual interest expense. However, Moody's still expects RCN to
continue to generate positive free cash flow-to-debt in the 4% to
6% range and to lower leverage to the mid 4 times range over the
next 18 months. However, the greater debt burden leaves less
flexibility should operations falter.

Despite RCN's high leverage (about 5.2 times debt-to-EBITDA pro
forma for the proposed transaction), expectations for the company
to continue generate positive free cash flow from its attractively
bundled video, high speed data and voice services in densely
populated markets support its B1 corporate family rating. The
financial sponsor ownership constrains the rating; notwithstanding
expectations for leverage to decline from both EBITDA growth and
debt reduction over at least the next year or two, beyond that
time the equity owners will likely seek incremental returns of
capital, which could lead to an increase in leverage or limit the
application of free cash flow to debt reduction. As an overbuilder
in most markets, RCN faces intense competition from larger and
better capitalized cable, direct broadcast satellite (DBS) and
telecom operators. The company's upgraded network allows it to
offer an attractive package to both residential and commercial
customers, but price pressure remains a risk, and the battle for
subscribers could limit growth (albeit less so in the Lehigh
Valley market, which represents about 40% of EBITDA and in which
RCN acts as an incumbent). The lack of scale together with weak
EBITDA margins relative to cable peers also constrains the rating.
Given the competition and RCN's size, Moody's expects margins to
remain below peers, particularly as programming costs, especially
the sports content prevalent in RCN's urban markets, escalate.

The stable outlook assumes continued application of free cash flow
to debt reduction and modest EBITDA growth will facilitate a
decline in leverage to the mid 4 times range over the next 18
months.

Deteriorating operating performance or an inability to lower
leverage to 4.5 times over the next 18 months could pressure the
rating down. Over the longer term another debt-financed dividend
or an acquisition resulting in leverage sustained above 4.75 times
debt-to-EBITDA could warrant a downgrade. An erosion of the
liquidity profile could also have negative ratings implications.

The current leverage profile, lack of scale, overbuilder model,
and the financial sponsor ownership limit upward ratings momentum
and a positive rating action is highly unlikely. However, Moody's
could consider a positive action with a commitment to a more
conservative financial profile characterized by leverage trending
toward and remaining below 3.25 times debt-to-EBITDA on a
sustained basis. An upgrade would also require good liquidity and
expectations for stable to improving subscriber trends.

The principal methodology used in this rating was the Global Cable
Television Industry published in July 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.

Based in Princeton, New Jersey, RCN Telecom Services, LLC (RCN)
provides bundled cable, high-speed Internet and voice services to
residential and small-medium business customers primarily located
in high-density Northeast (Washington, D.C.; Philadelphia and
Lehigh Valley, PA; New York City; Boston) and Chicago markets. The
company serves approximately 339 thousand video, 344 thousand high
speed data, and 189 thousand voice customers, and its annual
revenue is approximately $563 million. ABRY Partners, LLC owns
approximately two-thirds of the company, Spectrum Equity owns
approximately 20%, and management and other equity investors own
the remainder.


RESIDENTIAL CAPITAL: Reduces Exclusivity Extension Bid to 60 Days
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Residential Capital, LLC, and its debtor
affiliates, in court papers, expressed initial skepticism over the
exclusivity motion, asserting that it raised the prospect that the
Debtors were seeking an extension of exclusivity only to propose a
non-consensual, plan sponsored by its parent, Ally Financial, Inc.
However, the Committee will endorse the further extension of the
Debtors' exclusivity subject after obtaining the Debtors'
assurance that they would commit to an alternative path forward in
their Chapter 11 cases that is not conditioned on satisfaction of
Ally's demands.  The Debtors also agreed to (i) refrain from
filing a nonconsensual plan during the exclusivity extension, (ii)
consent to a motion by the Committee seeking standing to bring
estate causes of action against Ally, (iii) adjourn for a short
period of time the hearing on the proposed settlement with the
residential mortgage-backed securities trust to facilitate
negotiations with the objectors, and (iv) allow their plan support
agreement with Ally to expire.

Wilmington Trust, National Association, solely in its capacity as
indenture trustee for various series of senior unsecured notes,
states that it does not oppose further extension of the Debtors'
exclusivity in light of the agreement they entered into with the
Committee.  The Trustee, however, indicates that it remains
concerned about the status of the bankruptcy cases, particularly
the stalled mediation, and the multiple positions the Debtors have
taken to the detriment of Residential Capital's creditors.  The
Trustee says it hopes to use the next 60 days to engage in a
constructive dialogue, to the extent possible, but will also use
the time to prepare for other alternatives, such as developing a
plan that does not release estate claims and third-party claims
and instead establishes a litigation trust to pursue estate claims
to judgment or other resolution.

The Debtors add that the agreement with the Committee evidences
the commitment of both parties to the plan process.  The Debtors
note that, given the divergent interests of their creditors, it is
quite possible that no plan will be fully supported by all
creditor constituencies.  For that reason, a critical component of
the Progress Plan is the Committee's pledge to bring parties to
the table to participate in negotiations on the intercreditor
issues that the Debtors believe are critical for a successful
conclusion to these cases.  The Debtors assert that the only
creditor group, the Ad Hoc Group of Junior Secured Noteholders, to
oppose the Exclusivity Motion did so with the self-serving
intention of attempting to gain control over these cases and
enhance their undersecured position.

In light of the agreement with the Committee, the Debtors have
amended their request for an extension to file a Chapter 11 plan
from 90 days to only 60 days, through and including April 30,
2013, and an extension of the period during which they have the
exclusive right to solicit acceptances thereof through and
including July 1, 2013.

                          *     *     *

Judge Martin Glenn signed a bridge order extending the period by
which the Debtors have exclusive right to file a plan of
reorganization until March 5, 2013, provided, however, that in the
event the hearing on the Motion is adjourned, the Exclusive Plan
Period will be automatically extended through any such adjourned
dates.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Committee Has Conditional Support for CRO
--------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates are seeking
permission from Judge Martin Glenn of the U.S. Bankruptcy Court
for the Southern District of New York to appoint Lewis Kruger as
chief restructuring officer pursuant to Section 363(b) of the
Bankruptcy Code.

The Official Committee of Unsecured Creditors relates that it
supports a conditional appointment of the chief restructuring
officer in the Debtors' bankruptcy cases under a revised scope of
authority.  The Committee says it is clear that the Chapter 11
cases could benefit from a fresh perspective in the form of an
independent CRO who is prepared to work constructively with all
parties towards the resolution of disputed claims and confirmation
of a consensual plan, and it is in this context that the Committee
is prepared to agree to a modest extension of exclusivity.  For
the appointment of a CRO to be productive, however, it is
important that he be given decision-making power, and the
Committee says the Debtors have agreed on a revised scope of the
CRO's authority.

The Committee and Wilmington Trust, National Association, solely
in its capacity as indenture trustee for various series of senior
unsecured notes, note that they were excluded by the Debtors in
the negotiations regarding the appointment of a CRO, although they
now support the CRO appointment.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Seeks to Terminate FRB Foreclosure Review
--------------------------------------------------------------
Residential Capital LLC and its affiliates ask the Court to
determine that (i) for purposes of any proposed plan, Debtor GMAC
Mortgage, LLC's obligation to pay for an independent file review
regarding certain residential foreclosure actions and foreclosure
sales -- FRB Foreclosure Review -- is a general unsecured claim in
an amount to be determined, and (ii) the automatic stay prevents
the Federal Reserve Board, the Federal Deposit Insurance
Corporation, and other governmental entities from taking any
action to enforce the claim against the Debtors outside of the
consent order dated April 13, 2011.

According to the Debtors, they diligently have been following the
mandates imposed by the FRB Foreclosure Review for the past year
and a half and are spending approximately $300,000 per day to
support that review.  That expenditure represents by far the
single most costly administrative expense of the Debtors' estates,
Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York, tells
the Court.  At that time the Consent Order was entered, the
Debtors were not provided with an option to make a lump sum
payment to satisfy the obligations imposed by the costly FRB
Foreclosure Review, Mr. Lee says.

The Debtors estimated that, as of the Petition Date, the
performance of the FRB Foreclosure Review may cost as much as $180
million.  By August, the Debtors' estimate of the cost of the FRB
Foreclosure Review had risen to $250 million.  Since August, the
FRB has imposed still further changes to the scope of the
Foreclosure Review, and the Debtors believe that the cost of the
review may balloon still further if nothing is done to stem the
costs, perhaps reaching $415 to $459 million.

Mr. Lee relates the Debtors dutifully have been complying with the
FRB Foreclosure Review obligation under the paradigm that the
injunctive obligations, as viewed by the governmental entities,
represented an obligation whose nature went beyond that of mere
compensation to borrowers.  However, on January 7, 2013, the FRB,
FDIC, and other governmental entities reached a settlement,
pursuant to which ten of the country's largest mortgage servicers
could satisfy foreclosure review requirements in their respective
consent orders -- virtually identical to those requirements
imposed upon the April 2011 Consent Order Debtors -- by making a
lump sum payment into a settlement fund to be distributed among an
even larger population of borrowers than are the subject of the
Foreclosure Review process, and providing certain borrower
assistance.  This settlement concretely demonstrates that in fact
GMAC Mortgage's FRB Foreclosure Review obligation can easily be
quantified, can be satisfied by an alternative "right to payment,"
and represents a general unsecured claim against the Debtors, Mr.
Lee asserts.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


REVEL AC: Dennis Stogsdill Appointed Chief Restructuring Officer
----------------------------------------------------------------
The board of directors and sole members of Revel AC, Inc., and
certain of its direct and indirect subsidiaries appointed Dennis
E. Stogsdill, age 42, to serve as Chief Restructuring Officer of
the Companies, subject to regulatory approval.  On Feb. 22, 2013,
Mr. Stogsdill's petition for temporary key licensure with the New
Jersey Casino Control Commission was approved and he was appointed
as the CRO of the Companies.

Mr. Stogsdill was appointed CRO in connection with the
restructuring announced by the Company on Feb. 19, 2013, and the
Company's engagement of Alvarez & Marsal North America, LLC, as
its restructuring advisor.

In his position as CRO, Mr. Stogsdill will (A) subject to
supervision by the Company's Chief Executive Officer, perform
certain activities and services customarily performed by a chief
financial officer, including without limitation having control
over (i) the treasury and cash management functions of the
Companies, and (ii) the development of any short-term cost
reduction programs or cash conservation measures with respect to
the Companies and any underlying analysis thereof, and (B) perform
analyses with respect to any elements of the restructuring process
with respect to the Companies.  Alan Greenstein will remain the
Company's Chief Financial Officer and Senior Vice President of
Finance focused on accounting operations including credit,
cashiering and regulatory reporting and compliance but will not
have responsibility over certain matters customarily performed by
a chief financial officer.

Over the past five years, Mr. Stogsdill has served as a Managing
Director of A&M.  Mr. Stogsdill does not have any family
relationships with any of the Company's directors or officers.
Mr. Stogsdill and his team will serve as independent contractors
to the Companies and will report to the Chief Executive Officer.

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.

                           *    *     *

As reported by the TCR on Feb. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Atlantic City-
based Revel AC Inc., the operator of the Revel resort, to 'D' from
'CCC'.  The rating actions follow the company's announcement that
it plans to restructure through a prepackaged Chapter 11
reorganization, and that it did not make the scheduled interest
payment due Feb. 19, 2013, under its term loan agreement.


REVSTONE INDUSTRIES: PBGC to Bridge $46M Gap in Unit's Pension
--------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the Pension Benefit
Guaranty Corp. said Friday that it is stepping in to cover a $46
million hole in the pension plan of auto parts supplier Metavation
LLC, a nondebtor affiliate of bankrupt Revstone Industries LLC.

The PBGC acted due to concerns over Revstone's plan to sell its
stake in Southfield, Mich.-based Metavation, which owes retirement
benefits to over 1,500 current and future retirees, according to a
statement from the agency, the report cited.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and $1
million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


RIDGELAND APARTMENT: Can Hire CBRE Inc. as Appraiser
----------------------------------------------------
Ridgeland Apartment Holdings, LLC, won Bankruptcy Court authority
to employ CBRE, Inc., as appraiser to the Debtor effective Feb. 1,
2013, pursuant to a Feb. 28, 2013 order available at
http://is.gd/5wgrCZfrom Leagle.com.

Ridgeland Apartment Holdings, LLC, in Salt Lake City, Utah, filed
for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 12-35417) on
Dec. 10, 2012.  Judge Joel T. Marker oversees the case.  Knute A.
Rife, Esq., at Rife Law Office, serves as the Debtor's counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and debts.  The petition was signed by Shane Baldwin,
principal of member/manager.

On Feb. 19, 2013, Bixby Bridge Fund I, LLC, won relief from the
automatic stay to exercise all of its legal, contractual and
equitable rights available to it under its Senior Loan Documents,
including without limitation, the sale of its collateral.
Attorneys for Bixby Bridge Fund I, LLC, are Lon A. Jenkins, Esq.,
at Jones Waldo Holbrook & McDonough, PC; and Robert L. LaBate,
Esq., and Richard Bixter, Esq., at Holland & Knight.


RITE AID: Moody's Retains 'B3' Rating on 2 Certificate Classes
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Rite Aid Pass-
Through Trust Certificates, Series 1999-1 as follows:

  Class A-1, Affirmed at B3; previously on Nov 29, 2000
  Downgraded to B3

  Class A-2, Affirmed at B3; previously on Nov 29, 2000
  Downgraded to B3

Ratings Rationale:

The rating of the certificate was affirmed based on the value of
the real estate collateral relative to the outstanding loan
balance, the rating of Rite Aid Corporation (senior unsecured
rating Caa2, stable outlook) and the support provided by a
residual value insurance provider, which is a rated entity.

The principal methodology used in this rating was "Commercial Real
Estate Finance: Moody's Approach to Rating Credit Tenant Lease
Financings" published in November 2011.

No model was used in this review.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities transactions. Moody's prior
full review is summarized in a press release dated February 29,
2012.

Deal Performance

The Certificates are supported by a portfolio of 53 drug stores
with a total 841,411 square feet located in 14 states and the
District of Columbia. Each property is subject to a fully
bondable, triple net lease guaranteed by Rite Aid Corporation,
which provides pharmacy services as well as over-the-counter
medication and household items.

Residual insurance covers 51 of the 53 properties and is provided
by Hartford Fire Insurance Company (senior unsecured rating of A2,
stable outlook). The two properties not covered by the residual
insurance secure loans that fully amortize by the lease
expiration.

The transaction has amortized 31% since securitization. The
current balance is $136 PSF compared to $199 PSF at
securitization. The Class A-1 is scheduled to fully amortize by
July 2, 2016 and the Class A-2 will have a balloon amount of $51
million which will be $69 PSF, and is protected by the residual
insurance.


ROYAL TOURS: Estate May Recoup 3 Payments From Patsy Hilliard
-------------------------------------------------------------
Bankruptcy Judge Catharine R. Caron in Greensboro, North Carolina,
granted, in part, and denied, in part, the motion for summary
judgment filed by the Chapter 7 trustee for Royal Tours Inc. in
the Trustee's lawsuit against Patsy M. Hilliard.

Gerald S. Schafer, the Chapter 7 Trustee, filed an adversary
proceeding on June 11, 2012, to recoup $52,500 from Patsy
Hilliard.  Lee Hilliard and Patsy Hilliard married on April 23,
1975.  They were both officers of the Debtor.  Lee and Patsy
Hilliard entered into a Separation Agreement and Property
Settlement on Aug. 5, 2008.  In the Separation Agreement, Lee
Hilliard and the Defendant agreed that the Defendant would resign
as a director and officer of the Debtor and the Defendant agreed
to a cash payment in lieu of equitable distribution.

The Chapter 7 Trustee alleges that pursuant to 11 U.S.C. Sec. 547,
the 12 monthly $3,500 payments paid to the Defendant by Royal
Tours in the 12 months immediately preceding the bankruptcy filing
are preferences, and the Trustee argues that he is entitled to
summary judgment as a matter of law.

The Chapter 7 Trustee also alleges that pursuant to 11 U.S.C. Sec.
549, he is entitled to the three $3,500 monthly payments made
post-petition in the months of December 2010, January 2011 and
February 2011 by the Debtor to the Defendant before the Debtor
converted to a Chapter 7 case.

According to Judge Caron, the Chapter 7 Trustee's claim for
preferences fails as a matter of law with respect to the 12
monthly payments.  The debt paid through the Debtor by Lee
Hilliard to the Defendant was not a debt owed by the Debtor.  The
debt was a debt owed by Lee Hilliard to the Defendant as part of a
Cash Distribution in the Separation Agreement.  As such, the
Trustee is not entitled to a judgment as a matter of law for the
12 $3,500 monthly payments paid by the Debtor immediately
preceding the filing of the Petition.

With respect to the other three monthly payments, Judge Caron said
there is no dispute that the Defendant received three $3,500
monthly payments from the Debtor post-petition for the months of
December 2010, January 2011, and February 2011 that were not
authorized by the Bankruptcy Code or by the Court.  As such,
as a matter of law, the Trustee's claim for monies pursuant to
11 U.S.C. Sec. 549(a) is awarded.

The lawsuit is, GERALD S. SCHAFER, TRUSTEE, Plaintiff, v. PATSY M.
HILLIARD, Defendant, Adv. Proc. No. 12-02037 (Bankr. M.D.N.C.).  A
copy of Judge Caron's March 1, 2013 Memorandum Opinion is
available at http://is.gd/wxnaFwfrom Leagle.com.

Royal Tours, Inc., filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 10-12057) on Nov. 12, 2010.  On Feb. 22, 2011, the case
converted to Chapter 7.  Gerald S. Schafer was appointed the
Chapter 7 Trustee.


RPP LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: RPP, LLC
        1000 Rockpointe Boulevard
        Pittsburgh, PA 15084

Bankruptcy Case No.: 13-20868

Chapter 11 Petition Date: February 28, 2013

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Elliott J. Schuchardt, Esq.
                  SCHUCHARDT LAW FIRM
                  U.S. Steel Tower, Suite 660
                  600 Grant Street
                  Pittsburgh, PA 15219
                  Tel: (412) 414-5138
                  Fax: (412) 428-9080
                  E-mail: elliott016@gmail.com

Scheduled Assets: $6,710,000

Scheduled Liabilities: $6,200,000

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

The petition was signed by Rock Ferrone, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Rock Airport Of Pittsburgh, LLC       09-23155            04/30/09


RYAN INT'L: Case Converted to Chapter 7 Liquidation
---------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that an Illinois
federal judge on Thursday agreed to convert the Chapter 11
bankruptcy of the government air transport Ryan International
Airlines Inc. into a Chapter 7 liquidation after the company
failed to find a new investor and sold off its remaining its brand
and stock to AJet Holdings LLC.

The report related that U.S. Bankruptcy Judge Thomas Lynch agreed
to convert the case to Chapter 7, one week after approving a plan
for AJet to pay $800,000 to acquire all of Ryan's stock as well as
its name, goodwill and right to continue leasing its office space
at its former headquarters in Rockford, Ill.

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provided
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan had 460 employees, with the cockpit
crew, flight attendants and dispatchers represented by labor
unions.

Matthew M. Hevrin, Esq., and Thomas J. Lester, Esq., at Hinshaw &
Culbertson LLP, serve as the Debtors' counsel.  Silverman
Consulting serves as financial advisor.  The petition was signed
by Mark A. Robertson, executive vice president.

On March 19, 2012, the U.S. Trustee for Region 11 appointed the
official committee of unsecured creditors of the Debtors.  Brian J
Lohan, Esq., Lydia R. H. Slaby, Esq., Matthew A. Clemente, Esq.,
Matthew G. Martinez, Esq., at Sidney Austin LLP, in Chicago; and
Michael G. Burke, Esq., at Sidney Austin LLP, in New York City,
represent the Creditors' Committee as counsel.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


SCI REAL ESTATE: Liquidating Trustee Files Adversary Clawback
-------------------------------------------------------------
Hackard Law attorneys regularly represent plaintiffs and
defendants in adversary cases, including clawbacks, in federal
bankruptcy courts.  The process of representation is often
initiated by a preliminary review of our prospective client's
case.  A part of this review is the use of the PACER online system
(Public Access to Court Electronic Records) made available by the
Federal Courts.  The firm was recently asked to review a case just
filed last month, and the case's merits aside, it is noteworthy
for its paper heft.

In 2011 Los Angeles-based SCI Real Estate Investments and related
SCI entities filed for Chapter 11 Bankruptcy in the Central
District of California.  Now some 114 defendants have been sued by
the SCI Bankruptcy Liquidating Trustee for the avoidance of
alleged fraudulent transfers.  The complaint seeks a number of
remedies that will likely be fully and vigorously litigated.  That
said the complaint with its exhibits tops the paper charts at 1812
pages.  Those defendants that were served by mail received a ten
pound plus package of paper pleadings comprised of an adversary
complaint and 12 exhibits.  While the merits of a case cannot be
measured in pounds of paper produced, a newly served defendant
can't help but be challenged by a stack of documents over six
inches high.

Hackard Law -- http://www.ponziclawbacks.com-- focuses on
transactional and litigation matters.

                About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments.  Levene, Neale,
Bender, Yoo & Brill L.L.P., represents the Committee as its
general bankruptcy counsel.


SCOTELLE DEVELOPMENT: Case Summary & 8 Unsecured Creditors
----------------------------------------------------------
Debtor: Scotelle Development, LLC
          aka Willow Vista Plaza
        44-875 Deep Canyon Road, Suite 1
        Palm Desert, CA 92260

Bankruptcy Case No.: 13-13482

Chapter 11 Petition Date: February 28, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: Garrick A. Hollander, Esq.
                  WINTHROP COUCHOT PROFESSIONAL CORPORATION
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4150
                  Fax: (949) 720-4111
                  E-mail: ghollander@winthropcouchot.com

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

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

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-13482.pdf

The petition was signed by David H. Stoltzman and Mary K.
Stoltzman, managing members.


SECUREALERT INC: Sapinda Asia Hikes Stake to 62.7% at Dec. 3
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exhange Commission, Sapinda Asia Limited disclosed that, as of
Dec. 3, 2012, it beneficially owns 970,120,201 shares of common
stock of SecureAlert, Inc., representing 62.7% of the shares
outstanding.  Sapinda Asia previously reported beneficial
ownership of 97,807,290 common shares or a 14.3% equity stake as
of April 20, 2012.

On Feb. 4, 2013, Sapinda Asia converted $2,000,000 aggregate
principal amount in the Convertible Debenture at a rate of $0.0225
per Common Share, receiving a total of 94,509,600 Common Shares.
The original conversion price of $0.03 per Common Share was
subsequently changed to $0.0225 per Common Share, as disclosed in
the Company's Form 10-Q filed on Feb. 14, 2013.

Sapinda Asia entered into the Loan and Security Agreement on
Dec. 3, 2012, with the Company pursuant to which among other
things Sapinda Asia loaned $16,640,000 to the Company for
repurchase of the Royalty and to fund general corporate purposes.
This loan is convertible into Common Shares at a rate of $0.0225
per share, for a total of 739,555,556 Common Shares, beginning
March 1, 2013.  Any accrued and unpaid interests and fees under
the Loan and Security Agreement are also convertible into Common
Shares at a rate of $0.0225 per share.

A copy of the amended regulatory filing is available at:

                         http://is.gd/attrhL

                        About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

SecureAlert incurred a net loss attributable to SecureAlert common
stockholders of $19.93 million on $19.79 million of total revenues
for the year ended Sept. 30, 2012, compared with a net loss
attributable to SecureAlert common stockholders of $11.92 million
on $17.96 million of total revenues during the prior fiscal year.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at Dec. 31, 2012, showed $28.39
million in total assets, $23.40 million in total liabilities and
$4.99 million in total equity.


SHELDRAKE LOFTS: OK'd to Sell Real Properties to Winning Bidder
---------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Sheldrake Lofts LLC to
sell real property and related assets to The Joint Venture of
Halpern Real Estate Ventures and Rosen Management Corp., the
winning bidder in an auction held Dec. 19, 2012.

The Joint Venture of Halpern submitted the highest and best offer
for the purchased assets, in the amount of $3,500,000 and
Remediation Capital Funding, LLC (the back-up bidder) submitted
the second highest and best bid in the amount of $3,450,000.

The purchased assets include the real property, including those
located in the Village of Mamaroneck: (a) 188 Waverly Avenue, (b)
206 Waverly Avenue, (c) 208 Waverly Avenue, (d) 270 Waverly
Avenue, (e) 147 Plaza Avenue, (f) E Plaza Ave (section/block/lot
8-103-12B), and (g) E Plaza Ave.; (ii) all of the development
rights of the Debtor relating to the real property; (iii) all
construction drawings of the Debtor relating to the real property;
(iv) the approved site plan relating to the real property; and (v)
all of the benefits, terms and conditions of the owner of the real
property in accordance with the settlement between the Debtor and
the Village.

The auction was held December where the stalking horse bidder was
Continental Ventures Realty, offered to pay $2,750,000,
conditioned on a prohibition against credit bidding, and a 5%
break up fee/expense reimbursement.

                       About Sheldrake Lofts

New Rochelle, New York-based Sheldrake Lofts LLC owns several
contiguous parcels of real property in the Village of Mamaroneck
situated along the Sheldrake River: 270 Waverly Avenue, 206-208
Waverly Avenue, 188 Waverly Avenue.  It filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-23650) on Aug. 10, 2010.
David H. Wander, Esq., at Davidoff, Malito & Hutcher, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets at $50 million to $100 million and its debts at $10 million
to $50 million as of the Petition Date.




SIGNATURE STATION: Plan Filing Period Extended Until June 10
------------------------------------------------------------
The Bankruptcy Court extended Signature Station, LP's exclusive
period to file a Plan and Disclosure Statement through and
including June 10, 2013.

In its motion, the Debtor says it is continuing to operate at a
profit post-petition and is current on all post-petition payments
to creditors.  Further, the case has been pending just three
months.  According to papers filed with the Court, an extension of
the exclusivity period will enable it to continue its efforts to
refinance the Regions loan and to negotiate with creditors and
propose a plan of reorganization to which the creditors will
consent.

Signature Station, LP, filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 12-75646) in Atlanta on Oct. 11, 2012.  The Debtor is
a Single Asset Real Estate as defined in 11 U.S. Sec. 101(51B).
The Debtor said that as of March 6, 2012, its property was
appraised for $18.8 million.

Bankruptcy Judge Margaret Murphy presides over the case.  Howick,
Westfall, McBryan & Kaplan, LLP, serves as counsel.

In its schedules, the Debtor disclosed $20,743,936 in total assets
and $14,420,265 in total liabilities as of the Petition Date.

Ron C. Bingham, II, Esq., at Stites & Hargbison, PLLC, in Atlanta,
Ga., represents Regions Bank as counsel.


SINCLAIR BROADCAST: Asset Purchase No Impact on Moody's Ba3 CFR
---------------------------------------------------------------
Moody's Investors Service reports that Sinclair Broadcast Group,
Inc. has announced its agreement to purchase the broadcast assets
of 18 television stations owned by Barrington Broadcasting Group,
LLC for $370 million and operate or provide sales services to an
additional six stations.

This announcement follows Sinclair's confirmation that it entered
into an agreement to purchase the stock and broadcast assets of
four Cox Media stations for $95 million (adjusting for working
capital benefit) and entered into an agreement to provide sales
services to a fifth station.

There is no immediate impact to ratings nor the stable outlook as
Moody's expects overall financial metrics and operating
performance to remain within the Ba3 category for the Corporate
Family Rating.

As of December 31, 2012, Moody's estimates Sinclair's 2-year
average debt-to-EBITDA ratio pro forma for completed acquisitions
at roughly 5.0x (including Moody's standard adjustments, prior to
the pending Barrington and Cox transactions) and Moody's expects
the announced acquisitions to result in less than a 0.2x increase
in leverage for 2013, remaining below Moody's downgrade trigger of
5.50x (2-year average, including Moody's standard adjustments).

The 24 network stations from Barrington consist of six NBC
affiliates, six ABC, four CBS, three FOX, and five CW in markets
ranked #68 to #199 with some overlap in Sinclair's existing
footprint. The five stations in the Cox transaction are located in
markets ranked #91 to #158 with no overlap. Sinclair's focus has
typically been on larger, mid-sized markets with 77% of its
current stations located in the largest 75 U.S. markets. The
addition of Barrington and Cox stations delivers geographic,
network and market size diversity. Sinclair expects to bring
meaningful revenue and expense synergies to the transactions,
notably higher retransmission fees, to boost free cash flow and
offset the negative impact of incremental acquisition debt.

"Moody's believes risks associated with rapid expansion and serial
acquisitions will be mitigated by Sinclair's decision to set up a
new subsidiary, Chesapeake TV, with additional management and
retained staff from Barrington to focus on small market operations
and acquisitions. Steven Marks, COO of Sinclair, will continue to
manage Sinclair's existing mid-sized market station group while
Steve Pruett, a longstanding broadcasting executive, has been
appointed COO of Chesapeake TV to focus on small market operations
and expansion," stated Carl Salas, Moody's VP and Senior Analyst.
Moody's believes it is critical to augment executive management of
operations given the increasing number of television stations and
markets covered by Sinclair's broadcast footprint.

The transactions are expected to close in 2Q2013 with both
acquisitions subject to FCC approval and antitrust clearance
needed for the Barrington purchase. Funding for these transactions
will come from $25 million in cash for upfront deposits and up to
$440 million from the issuance of new bank facilities and
potentially new notes.

This transaction represents continuing debt-financed activity by
Sinclair following the purchase of stations from Newport
Television, Freedom Communications, Four Points Media, among
others in the last 18 months. The proposed acquisitions further
expand Sinclair's footprint to an estimated 27.3% of U.S.
television households and bring geographic and network
diversification while adding market size diversity. Sinclair will
be one of the largest affiliate partners for ABC, CBS and NBC.
Although Sinclair remains one of the largest Fox affiliate
members, going forward, Fox stations will represent only 24% of
its total station count.

Sinclair plans to sell two stations and assign a local marketing
agreement and purchase option on a third station to remain
compliant with FCC ownership conflict rules. Additionally, the
license assets of another four stations will be purchased by
Cunningham Broadcasting Corporation (a variable interest entity of
Sinclair) and Howard Stirk Holdings, a newly formed entity.

Sinclair's Ba3 Corporate Family Rating reflects moderately high
leverage with 2-year average debt-to-EBITDA ratios of less than
5.2x estimated for December 2013 (including Moody's standard
adjustments) and pro forma for the announced transactions. Moody's
believes Sinclair will continue to generate mid-single digit free
cash flow-to-debt ratios and apply free cash flow to reduce debt
balances, in the absence of additional acquisitions. Ratings
reflect moderately high financial risk, the inherent cyclicality
of the broadcast television business, and increasing media
fragmentation.

Sinclair Broadcast Group, Inc., headquartered in Hunt Valley, MD,
and founded in 1986, is a television broadcaster, operating 112
stations in 61 markets pro forma for the announced transactions.
The station group reaches 29.8% of U.S. television households and
includes 27 FOX, 20 CW, 20 MNT, 17 ABC, 15 CBS, 11 NBC affiliates,
plus two other stations.


SNUFFER'S RESTAURANTS: Files Chapter 11, to Explore Sale
--------------------------------------------------------
Snuffer's Restaurants Inc. has sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 13-_____) in Dallas.  Steve
McCartin, Esq., at Gardere Wynne Sewell, serves as bankruptcy
counsel to Snuffer's.

Lance Murray, writing for Dallas Business Journal, reports that
Mr. McCartin said two of the company's seven restaurants are not
involved in the bankruptcy filing.  Mr. McCartin also said
Snuffer's will continue operating normally while it restructures
and explores sale opportunities.

According to Business Journal, Snuffer's blamed debt accumulated
during the ongoing recession for the bankruptcy filing, but said
that company's restaurants return a positive cash flow and had
more than $14 million in annual sales.  The closely-held company
has operated in the Dallas-Fort Worth area for 35 years.

The report notes Snuffer's -- http://www.snuffers.com/-- was
founded in 1978 by restaurateur Pat Snuffer and since has expanded
to locations elsewhere in Dallas, Addison, Plano, Rockwall,
Highland Village and Southlake.


SORENSON COMMUNICATIONS: Moody's Gives Caa2 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned to Sorenson Communications,
Inc. a Caa2 Corporate Family Rating, a Caa2-PD Probability of
Default Rating and B1 ratings to the proposed Senior Secured
Revolving Credit Facility due October 2014 and Senior Secured Term
Loan due October 2014. The rating outlook is stable.

The proceeds of the new term loan and balance sheet cash will be
used to redeem fully the existing term loan due August 2013 and
pay transaction fees and expenses.

Ratings Rationale:

The Caa2 Corporate Family Rating is driven primarily by the risk
of material Video Relay Services reimbursement rate cuts by the
Federal Communications Commission's Telecommunications Relay
Services Fund and concerns about the sustainability of the capital
structure. Higher than anticipated rate reductions would impact
revenue and profitability adversely, driving debt to EBITDA above
7 times, a level which is consistent with other issuers in the Caa
category. The probability of default over the next two years is
significant given these operating performance risks, Sorenson's
limited liquidity and the looming debt maturities in late 2014 and
early 2015. Support for the ratings comes from Sorenson's dominant
share of the VRS market, history of cash flow generation, solid
EBITDA margins and the potential for growth from new products
serving the hard of hearing telephone market.

The stable outlook reflects Moody's expectation of moderate
revenue growth in 2013 driven by new products for the hard of
hearing, partially offset by lower VRS reimbursement rates. Given
the uncertainty related to future VRS reimbursement rates, Moody's
base case expectation is for annual mid to high single digit
reductions in VRS reimbursement rates by the FCC. The VRS
subscriber count and utilization of Sorenson's VRS services should
remain steady over the next few years.

A downgrade could occur if VRS rate cuts are more severe than
anticipated or if a near term debt restructuring becomes likely,
leading to a heightened near term probability of default. Moody's
notes that the debt-for-debt exchange proposed by Sorenson in late
2012 would have likely constituted a default under Moody's
definitions. The CFR could be raised if the FCC adopts a long-term
rate structure that mitigates the risk of near term profitability
declines and the company refinances its 2014 and 2015 debt
maturities.

Ratings and LGD Assessments Assigned:

Corporate Family Rating, Caa2

Probability of Default Rating, Caa2-PD

Senior Secured Revolving Credit Facility due October, 2014, B1
(LGD1, 1%)

Senior Secured Term Loan due October, 2014, B1 (LGD2, 17%)

The principal methodology used in this rating was Global Business
and Consumer Service 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.

Sorenson is the leading provider of IP-based video communication
technology and services to the deaf and hard of hearing. The
company's sign language interpreters join telephone calls by or to
deaf customers via its videophones. The service is provided free
of charge to qualified deaf individuals as mandated by the
Americans with Disabilities Act of 1990. Moody's expects 2013
revenues of over $500 million.


SPRINGHILL PARTNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: SpringHill Partners
        16 E. Old Willow Road
        Prospect Heights, IL 60070

Bankruptcy Case No.: 13-07724

Chapter 11 Petition Date: February 27, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: Linda Spak, Esq.
                  SPAK & ASSOC
                  6938 N Kenton
                  Lincolnwood, IL 60712
                  Tel: (312) 372-8703
                  Fax: (773) 338-4956
                  E-mail: attorneyspak@yahoo.com

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

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

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

The petition was signed by John Livaditis, partner.


THELEN LLP: Bankruptcy Judge Blesses Partner Settlements
--------------------------------------------------------
Max Stendahl of BankruptcyLaw360 reported that a New York federal
judge on Friday approved settlements between the trustee for
bankrupt Thelen LLP and three former partners who agreed to repay
compensation from business completed after the law firm dissolved
in 2008.

The report related that U.S. Bankruptcy Judge Allan L. Gropper
signed off on the clawback deal between Yann Geron, the Chapter 7
trustee for Thelen, and former partners Christopher D. Baker,
Brian R. Gallagher and Darlene H. Smith. The partners each agreed
to pay 68 percent of the claims asserted against them, the report
said.

                         About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


TITAN INTERNATIONAL: Moody's Rates $275MM Add-on Sr. Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Titan
International, Inc.'s proposed add-on offering of $275 million of
senior notes due 2017. Note proceeds are expected to pay down $175
million of European credit facilities-related debt incurred as
part of the acquisition of the remaining interest in Titan Europe
in October of last year as well as provide additional balance
sheet cash. Concurrently, Titan's B1 Corporate Family Rating was
affirmed. The Speculative Grade Liquidity rating was raised to
SGL-2 from SGL-3 based on the expected refinancing of the majority
of Titan Europe-related short-term debt maturities in connection
with the proposed refinancing. Titan's ratings outlook is stable.

Ratings assigned:

  $275 million Senior Secured Notes due 2017, at B1 (LGD-4, 50%)

Ratings affirmed (with updated LGD assessments):

  Corporate Family Rating, at B1

  Probability of Default Rating, at B1-PD

  $200 million Senior Secured Notes due 2017, at B1 (LGD-4, 50%
  from LGD-4, 54%)

Ratings upgraded:

  Speculative Grade Liquidity Rating, to SGL-2 from SGL-3

Outlook, stable

Ratings Rationale:

Titan's B1 CFR reflects credit metrics that are strong for the
rating category which partially mitigates the highly cyclical
nature of the company's business segments and its aggressive
acquisition strategy. Credit metrics have benefited from strong
performance in the company's agricultural and earthmoving
segments. Moody's believes that the company's credit profile can
withstand a moderate degree of earnings volatility as well as
moderate leverage increase emanating from recent and potential
near term acquisitions. Factors that could result in a weakening
of credit metrics over the intermediate term include integration
risk from the rapid increase in foreign-based acquisitions,
particularly in Europe where macroeconomic conditions remain weak,
and the high likelihood that additional acquisitions could result
in higher debt-levels. Partially mitigating this concern is the
continued strong U.S. farm income levels supporting the company's
agricultural business domestically and the larger scale/diversity
obtained from the company's wider global footprint.

The stable outlook reflects Moody's expectation for the company to
maintain credit metrics in line with a B1 CFR and a good liquidity
profile.

Titan's B1 senior secured notes rating reflects both the overall
probability of default of Titan, reflected in the B1-PD PDR, and a
loss given default of LGD-4, 50%. The senior secured notes are
rated in line with the B1 CFR and constitute the majority of the
company's debt structure.

The short-term liquidity rating was upgraded to SGL-2 based on the
anticipation that the proposed transaction will refinance the
majority of Titan Europe-related short-term debt maturities. At
December 31, 2012, most of the company's $145.8 million of
reported short-term debt was comprised of Titan Europe debt. The
company's good liquidity profile, reflected in the SGL-2 liquidity
rating, is characterized by healthy cash balances, expectation of
continued positive free cash flow generation over the next year
and no meaningful near-term debt maturities proforma for the
proposed transaction.

The ratings could be downgraded if the company's liquidity or
operating performance substantially deteriorates and/or the
company shifts to a less conservative financial policy including
completing a meaningful debt-financed acquisition such that total
debt/EBITDA is expected to be sustained at over 4.5 times or
EBITDA/interest at about 2.0 times.

The ratings could be upgraded if the company demonstrates the
ability to effectively integrate recent and planned acquisitions
and Moody's comes to expect that debt/EBITDA will be maintained
below 3.0 times and free cash flow to debt above 8% through
economic cycles.

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

Titan, headquartered in Quincy, IL is a manufacturer of wheels,
tires and assemblies for off-highway vehicles serving the
agricultural, earthmoving/construction and consumer end markets.
Last twelve months ended December 31, 2012 revenues totaled $1.8
billion. Proforma for recent acquisitions, revenues approximate
$2.4 billion.


TXU CORP: 2017 Bank Debt Trades at 32% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 67.64 cents-on-the-dollar during the week
ended Friday, March 1, 2013, a drop of 0.27 percentage points from
the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's 'Caa3' rating and Standard & Poor's 'CCC' rating.  The
loan is one of the biggest gainers and losers for the week ended
March 1 among 238 widely quoted syndicated loans with five or more
bids in secondary trading.

                         About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

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

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


TXU CORP: 2014 Bank Debt Trades at 28% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 72.18 cents-on-the-dollar during the week
ended Friday, March 1, 2013, a drop of 0.77 percentage points from
the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014.  The loan is
one of the biggest gainers and losers for the week ended March 1
among 238 widely quoted syndicated loans with five or more bids in
secondary trading.

                         About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

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

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNI-PIXEL INC: To Present at ROTH Capital Conference on March 19
----------------------------------------------------------------
UniPixel, Inc., has been invited to present at the ROTH Capital
Partners 25th Annual Growth Stock Conference being held on
March 17-20, 2013, at The Ritz Carlton in Dana Point, Calif.

UniPixel President and CEO Reed Killion is scheduled to present on
Tuesday, March 19, 2013, at 4:30 p.m. Pacific time, with one-on-
one meetings held throughout the day as well as on Monday.  He
will be joined by Robert Petcavich, the company's senior vice
president and chief technology officer.  Management will discuss
the Company's progress towards revolutionizing the touch screen
market, including its recently signed agreement with a major PC
maker.

The presentation will be webcast live at
http://wsw.com/webcast/roth27/unxl/,which will be available for
replay in the investor relations section at www.unipixel.com.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.   The Company's
balance sheet at Dec. 31, 2012, showed $14.71 million in total
assets, $348,683 in total liabilities and $14.36 million in total
shareholders' equity.


VISUALANT INC: Amends Q4 Form 10-K to Update Risk Factors
---------------------------------------------------------
Visualant, Incorporated, filed with the U.S. Securities and
Exchange Commission an amendment to its quarterly report on Form
10-Q for the quarter ended Dec. 31, 2012, which was originally
filed with the Securities and Exchange Commission on Feb. 11,
2013, for the sole purpose of updating the Company's Risk Factors
that are included in Item 1A.

No other changes have been made to the Form 10-Q.  The Amendment
does not reflect events that have occurred after the Feb. 11,
2013, filing date of the Form 10-Q, or modify or update the
disclosures presented therein, except to reflect the amendment.

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

                        http://is.gd/XhbZYU

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $4.69 million
in total assets, $4.94 million in total liabilities, $38,490 in
noncontrolling interest and a $280,232 total stockholders'
deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VITRO SAB: Reaches Accord With Dissenting Bondholders, Fintech
--------------------------------------------------------------
Vitro, S.A.B. de C.V. said Monday it has entered into agreements
that will enable the Company to definitively conclude its
restructuring process.  The agreements will end all litigation
between Vitro and certain creditors in Mexico and the United
States over the past two years, allowing Vitro to conclude its
restructuring.

The Company said it is confident that these agreements position
Vitro to create more value for all its stakeholders, including
employees, suppliers, creditors and shareholders, and in
particular its customers, especially those in the U.S.
Specifically, the agreements are a settlement agreement between
Vitro and certain non-consenting creditors and other parties, and
a separate agreement between Vitro and its financial partner,
Fintech.

"These agreements allow us to close the book on a challenging
period for our Company, and focus entirely on our business and
meeting our customers' needs," said Adrian Sada Gonzalez, Vitro's
Chairman of the Board of Directors.

He also commented, "Thanks to the valuable participation of our
directors and the strong support of Fintech and its Director,
David Martinez, we have reached a satisfactory conclusion in this
matter and are ready to take advantage of the extraordinary
opportunities that exist today for Vitro."

David Martinez said, "The financial restructuring of Vitro's
indebtedness has achieved its objective of creating low and
sustainable leverage after a decade of high debt levels.  We are
excited to participate as a financial partner in this new stage
and are fully confident that under the leadership of Adrian Sada
and its focused management, the Company will capitalize on its
outstanding growth prospects, including those in the North
American market."

The Company said it looks forward to executing its strategic plan
for growth internationally, primarily in the U.S., which in 2012
accounted for sales of approximately US$446 million a year --
US$329 million for packaging and US$117 million in flat glass --
as well as focusing on strengthening customer relationships and
seeking new business opportunities abroad.

"Once we implement these agreements, the Board's mandate is clear:
focusing on developing business lines, maintaining the healthy
financial profile we have achieved and generating long-term value
for our shareholders," said Hugo A. Lara Garcia, Vitro's CEO.
The key terms of the settlement agreement are:

     1. Fintech will purchase from the members of the Ad Hoc
        Group all of their holdings of bonds and pay to the
        Indenture Trustees and the Ad Hoc Group members an
        amount to cover fees, costs, and expenses incurred
        by the Indenture Trustees and the Ad Hoc Group
        members.

     2. Certain of the settling parties have agreed to grant
        one another mutual releases, which cover, among other
        things, all claims related to the court proceedings
        and certain costs and fees.

     3. The parties will consensually dismiss all suits,
        actions, appeals, and amparos between and among them
        in Mexico and in the United States.

The key terms of the agreement which was reached with Fintech are:

     1. Fintech will acquire the substantial majority of the
        bonds from the non-consenting creditors, will relinquish
        the legal actions against Vitro and its subsidiaries in
        the U.S. and Mexico associated with these bonds and will
        consent to the Concurso Plan that was approved by the
        Federal Courts of Mexico, in respect of these bonds and
        claims. These actions will increase the approval rate of
        such plan to almost 99% of the recognized creditors;

     2. Vitro will cease collection actions in Mexico for costs
        and damages against the non-consenting creditors and
        drop the lawsuits it filed in the U.S., thus ending all
        legal proceedings against them; and

     3. As consideration for the withdrawal of the awarded
        claims and for ending the associated legal proceedings
        related to the requests for involuntary bankruptcies
        in the U.S., Fintech will receive shares of a wholly
        owned subsidiary of Vitro, representing up to 13% of
        its equity (a participation that will be determined
        based upon its audited financial statements as of
        December 31, 2012), and a note for US$235 million
        with a two year maturity, which will be issued by
        such subsidiary.

Claudio Del Valle, Vitro's Chief Restructuring Officer, said
"Fintech's participation was crucial in order to establish the
foundation for the agreements we have reached.  It provided a
means by which the non-consenting creditors could exit their
positions, and allowed Vitro to gain a new partner in Fintech
which we are sure will add value to the Company, as Fintech shares
our vision for the business."

"We appreciate the support the Federal Government of the United
Mexican States has provided to Vitro in its restructuring," said
Alejandro Sanchez Mujica, Vitro's Executive Legal President and
General Counsel.

The execution of the agreement with Fintech is subject to
relevant government approvals, and the authorization of the
different courts involved.

The settlement agreement is subject to the authorization of
the courts in Mexico and the United States, as well as certain
other closing conditions.

For further information, please contact:

     MEDIA INVESTOR RELATIONS
     MEXICO
     Roberto Riva Palacio
     Vitro, S.A.B. de C.V.
     Tel: + 52 (81) 8863-1661
     E-mail: rriva@vitro.com

     U.S.A.
     Liz Cohen
     Tel: (212) 445-8044
     E-mail: liz.cohen@webershandwick.com

     MEXICO
     Jesus N. Medina
     Vitro S.A.B. de C.V.
     Tel: + 52 (81) 8863-1730
     E-mail: jnmedina@vitro.com

     U.S.A.
     Kay Breakstone /Barbara Cano
     Tel: (646) 452-2332 / 2334
     E-mail: kbreakstone@breakstonegroup.com
             bcano@breakstonegroup.com

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November, the U.S. Court of Appeals Judge Carolyn King ruled
that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.


W.R. GRACE: Post-Confirmation Report for Quarter Ended Dec. 31
--------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates filed a post-
confirmation quarterly summary report for the quarter ended
Dec. 31, 2012, disclosing that at the end of the quarter, it had
$1,064,232,174 in cash and disbursements totaling $1,164,487,108,
composed of $563,532 for administrative claims of bankruptcy
professionals and $1,163,923,576 for disbursements made in the
ordinary course.

A full-text copy of the Post-Confirmation Report for the quarter
ended Dec. 31, 2012, is available for free at:

            http://bankrupt.com/misc/gracedec2012pcr.pdf

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Libby Victims' Lawyers Seek $4-Mil. in Asbestos Deal
----------------------------------------------------------------
Lawyers for the asbestos victims in the Libby and Lincoln County
areas are asking for more than $4 million as part of a settlement
with W.R. Grace & Co., various news sources report.

That money was intended to cover the victims' ongoing medical
costs but a group of attorneys involved in the case, including
some from the Kalispell area, said they put in more than 16,000
hours into the case.  The money requested would add up to around
20% of the $19.6 million settlement that the company agreed to
last year.  A March 1 fairness hearing was held on the request,
according to an Associated Press report.

The Libby settlement, which reached last year, followed decades
of asbestos exposure from a Grace mine outside the town of Libby
that so far has killed an estimated 400 people and sickened more
than 2,000, AP related.  Asbestos dust from the mine once
blanketed the town, and contaminated mine waste was widely used
by residents and local officials in construction projects, as a
soil supplement in home gardens and for other purposes, AP noted.

AP, citing documents submitted to the court, said the plaintiffs'
attorneys described their fee request as reasonable given the
time and effort they put into lawsuits filed against Grace.
Total costs and fees requested topped $5 million, but almost $1
million of that amount would be returned for the benefit of the
victims, according to documents filed by the attorneys, AP said.
The attorneys said they were entitled to up to 40 percent of
their client's share of the settlement under their retainer
contracts, but opted for a lesser percentage that would come from
all qualifying victims and not just the attorneys' clients, AP
added.

AP said the attorneys are from three law firms: McGarvey,
Heberling, Sullivan and McGarvey P.C. of Kalispell; Lewis,
Slovak, Kovachich and Marr P.C. of Great Falls; and Murtha
Cullina LLP, which has offices in multiple locations.

A separate legal settlement between Libby victims and the state
of Montana to cover damages for failing to intervene sooner
included $14 million in attorney fees, AP noted.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Releases 2012 Annual Financial Report
-------------------------------------------------
W.R. Grace & Co., on February 27, 2013, filed with the U.S.
Securities and Exchange Commission its annual financial report
for the year ended December 31, 2012, in Form 10-K.

A summary of Grace's financial performance for the year ended
December 31, 2012, compared with the prior year:

     * Net sales decreased 1.8% to $3,155.5 million, as improved
       base pricing and higher sales volumes were offset by lower
       rare earth surcharges and unfavorable currency
       translation.

     * Gross margin increased 80 basis points to 37.0%.

     * Adjusted EBIT increased 8.1% to $517.4 million.

     * Grace net income decreased 65.1% to $94.1 million or $1.23
       per diluted share due to a $365.0 million non-cash
       adjustment to its asbestos-related liability.

     * Adjusted EBIT Return On Invested Capital was 36.3% on a
       trailing four quarters basis compared with 35.4% in the
       prior year.

A full-text copy of Grace's 2012 Annual Report on Form 10-K is
available for free at http://is.gd/Wm4lWk

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Grace is still awaiting the effective date of the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


WASHINGTON MUTUAL: High Court Asked to Consider Class Fee Notices
-----------------------------------------------------------------
Evan Weinberger of BankruptcyLaw360 reported that a member of a
$13 million class action settlement with Washington Mutual Inc.
has asked the U.S. Supreme Court to determine whether class
members should receive a detailed justification of proposed
attorneys' fees and enough time to object to them before a judge
can approve a settlement.

The report related that in a petition for certiorari filed in
February but made public Friday, counsel for Brenda S. Komar
referred to a September 2011 $1.7 million attorneys' fee award
approved by a federal court.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WESTINGHOUSE SOLAR: Alpha Capital Owns 9% Stake at Feb. 27
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Alpha Capital Anstalt disclosed that, as of
Feb. 27, 2013, it beneficially owns 2,168,936 shares of common
stock of Westinghouse Solar, Inc., representing 9.99% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/T8hiDZ

                        About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

As reported in the TCR on April 16, 2012, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
Westinghouse Solar'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 significant operating losses and has negative
cash flow from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$4.4 million in total assets, $5.6 million in total liabilities,
and a stockholders' deficit of $1.2 million.


YTB INTERNATIONAL: Files for Chapter 11 Bankruptcy
--------------------------------------------------
Tim Logan at the St. Louis Post-Dispatch reported that YTB
International's long run of troubles finally landed it in
bankruptcy court Friday.

The Wood River-based online marketing firm, which a few years ago
ranked among the fastest-growing companies in the travel industry,
filed for Chapter 11 bankruptcy protection in federal court in
East St. Louis, the report said.  The company plans to stay in
business, the report added, citing YTB President and Chief
Executive Andrew Cauthen as saying in a press release.

According to the press release, YTB has lined up a lender's
commitment for financing during bankruptcy, and it expects to
emerge from bankruptcy "after a relatively short period of time."

The Post-Dispatch related that in its heyday, in 2008, YTB brought
nearly 20,000 online travel agents to its annual convention in St.
Louis and reported $45 million in revenue in a quarter -- mostly
from selling travel-sales websites to those agents.  It employed
hundreds and envisioned a big campus in Wood River and it sold an
aspirational lifestyle of travel and leisure, fronted by a
charismatic, father-son duo -- J. Lloyd Tomer and his son Scott --
who were YTB's chairman and CEO, respectively, and the largest
shareholders in the publicly traded company, the report further
related.

The Post-Dispatch recalled that then-California Attorney General
Jerry Brown sued, calling YTB a "gigantic pyramid scheme," and
while the case was eventually settled, it has been downhill ever
since. The settlement forced changes to YTB's business model and
the bad publicity drove agents away, the report noted. Revenue
fell sharply and the company had to sell off land and buildings to
stay afloat.  In the last four years, YTB has spiraled through
board members and executives, tried out new business models and
launched a merger only to later pull out, according to the report.

Wood River, Ill.-based YTB International, Inc., is a marketer and
provider of internet-based business solutions offering travel-
related services, as well as shopping opportunities through 730
affiliate stores and 21 featured stores.  It operates through its
two wholly-owned subsidiaries and their respective subsidiaries:
YTB, Inc., and YTB Travel Network, Inc.


* Fitch Says Recent Store Closure Trend Expected
------------------------------------------------
Abercrombie & Fitch's recently announced store closures may be a
harbinger of things to come for other retailers, the potential
ramifications of which remain to be seen for U.S. CMBS, according
to Fitch Ratings.

Other retailers like Best Buy, Sears, J.C. Penney, Office Depot,
and Barnes & Noble have also announced store closures. JC Penney,
in particular, is of some concern for Fitch-rated CMBS, a sizeable
percentage of which contain JC Penney as part of the collateral
makeup.

One development that may help stem the pain of recent store
closures is that other retailers like Wal-Mart, Costco, Dollar
Stores, and Forever 21 are actively expanding their store base and
looking to expand.

That said, the advent of online shopping as an alternative to
traditional brick-and-mortar shopping may limit the ultimate need
for store space, which in turn could have implications for CMBS
over time.


* Fitch Study Checks Impact of Industry Selection on Default
------------------------------------------------------------
Over the period 1980 to 2012, consistently avoiding the top five
defaulting sectors results in a 60% reduction in the high yield
market's average annual default rate -- from 4.6% to 1.8%,
according to a new Fitch Ratings study. The top five defaulting
sectors experienced an average annual rate of 13.9% over the
33-year period.

The results both build a case for diversification and illustrate
that industry selection is a critical component of managing
portfolio default risk.

Since 1980, roughly half of the 25 sectors tracked by Fitch have
produced average annual default rates in a range of 3% - 5%, quite
close to the long-term market average of 4.6%. However, there is
strong variability over shorter horizons and this presents both
risk and opportunity.

Fitch examined industry default patterns over a period spanning
three decades and $617 billion in defaults and assumed annual
sector rotation.

The top five defaulting sectors while representing an average 22%
of market volume accounted for 70% of default volume.

Industries are always in flux; therefore, historical behavior is
not necessarily predictive of future performance. But much can be
learned from the drivers of default risk. Poorly managed growth,
overcapacity, product or business obsolescence, cyclicality -- all
of these have had an impact.

Fitch's new study titled 'Fitch U.S. High Yield Default Insight -
The Impact of Industry Selection on Default Risk' also looks at
implications for diversification.


* Sequestration Manageable for US Public Finance Firms, Fitch Says
------------------------------------------------------------------
Fitch believes that sequestration will present both economic and
fiscal challenges to state and local governments, hospitals, and
other public sector issuers, which have already faced significant
pressures in recent years. However, any credit impact will be
isolated and no near-term rating actions are anticipated. We
continue to believe that broader cuts that the federal government
may implement as it confronts deficit reduction are the larger
concern for public finance credits.

The $85 billion in sequestration of federal spending authority is
only 0.5% of U.S. GDP, although the economic impact will be felt
more heavily in areas with higher presence of federal government
employees, contractors, and related businesses. The cuts are split
equally between domestic and defense spending in dollar terms but,
in percentage terms, the cuts are higher on the defense side
including civilian personnel and defense contractors.

Fitch believes most areas with large federal government and/or
military concentration are well-equipped to handle the potential
impact. The possibility of the sequester has been known for some
time and Fitch expects that state and local governments have
assessed and, in some cases, developed contingencies to handle its
effects as well as the risk of federal deficit reduction more
broadly. However, some smaller localities that are heavily
dependent on federal activity will be more vulnerable to the
economic and revenue impact of the sequester than states and
larger, more diverse, municipalities. In such cases, we will pay
particular attention to how entities respond to maintain budget
balance. Fitch believes the impact on economically sensitive
revenue from reduced spending on federal programs, particularly
the military in affected areas, will be greater than the direct
impact of cuts to state and local governments.

Because the largest federal aid programs to the states (including
Medicaid) are exempt from the cuts, federal aid reductions to
states and local governments are expected to be less than 1% of
overall state and local revenues. Grants on special education,
housing, and social service programs are not exempt. Cities with
high populations of residents that take advantage of those
programs may thus feel more impact. However, these grant levels
are small compared to overall budgets and we expect some programs
will be reduced or eliminated rather than backfilled.

Direct federal funding makes up only about 4% of local government
revenue in aggregate (according to data provided by the U.S.
Census Bureau for fiscal 2010), so aid reductions will not have
much direct budgetary impact. School districts derive 9% of their
revenues from direct federal aid and may be more effected by cuts
than other local governments. States themselves are likely to see
little net fiscal impact, as Fitch believes most of their
reductions will be passed through to local units.

Hospitals are facing a 2% reduction in payments from Medicare due
to sequestration. While Medicare comprises roughly 40% of hospital
revenues, we believe the reduction should be manageable, as many
use conservative assumptions surrounding governmental
reimbursement in their budgeting process. During the sluggish
economy, hospitals have been able to maintain solid operating
performances due to strong expense control. However, cost-cutting
opportunities are becoming rarer.

Fitch says: "For the higher education sector, the main concern
centers on the receipt of federal research grants. While a cut
back in the level of receipts will pose some disruption, we expect
the large research institutions that are the primary recipients of
these grants to have the ability to absorb this potential funding
reduction.

"The U.S. Department of Housing and Urban Development's public
housing capital fund budget, which provides for debt service on
some Fitch-rated bonds, will be subject to the sequester. However,
the reduction amounts are absorbable, given high coverage levels.

"With respect to the U.S. transportation sector, sequestration is
expected to have limited initial impact. Regarding airports,
funding cuts are expected to yield travel delays as air traffic
controllers and security personnel are furloughed. Should this
scenario play out, passenger activity at airports could decline as
travelers seek alternative options, resulting in decreased airport
facility and related revenues. We believe it is unlikely that such
revenue reductions would exceed downside scenarios already
factored into current ratings."

"At ports, dredging activities by the U.S. Army Corps of Engineers
could be slowed, and grants for security and other projects could
also be affected, although credit quality is not likely to be
weakened. Regarding transit entities, the impact is expected to
primarily be on capital projects that may be slowed as federal
support declines. Fuel tax revenues that flow into the Federal
Highway Trust Fund to support GARVEE bonds are not expected to be
sequestered."


* Utility Downgrades Accelerate Significantly in 2012, Fitch Says
-----------------------------------------------------------------
Credit downgrades of utility companies accelerated significantly
in 2012, reflecting tougher industry and macroeconomic conditions
that could persist through 2013 in some regions, according to a
new Fitch Ratings report.

On a global basis, 40 Fitch-rated utilities were downgraded in
2012 compared to 24 in 2011, a 67% increase. Underlying factors
include depressed power prices in the U.S., the adverse effects of
the Eurozone crisis and tougher regulation across the Latin
America and Asia-Pacific (APAC) regions.

In the U.S., the outlook for utilities is stable, notwithstanding
the meaningful rise in credit rating downgrades and likelihood of
increasing headwinds in 2013. The negative outlook for competitive
U.S. merchant generators is primarily a function of relatively low
power price realizations and rising cost structures.

The outlook for Latin American utilities in 2013 is stable,
notwithstanding challenging environments in Brazil and Argentina.
In the Eurozone, the outlook is negative for select regions
including Iberia, Italy, Germany and the Nordic countries,
reflecting secular industry changes and a less predictable
regulatory/political environment. The outlook in the APAC is
broadly stable with the exception of India.

The full Fitch report is 'Global Utility Downgrades Accelerate in
2012'.


* Budget Cuts Won't Impact Defense Industry in the Short Term
-------------------------------------------------------------
With budget negotiations in gridlock, the effects of sequestration
are about to become a reality for the US defense industry, Moody's
Investors Service says in a new report, "Sequestration Impact to
be Tempered, but Bigger Cuts Still to Come." Nonetheless, the
near-term credit risk for most Moody's-rated defense contractors
is expected to be modest.

"Although sequestration would call for incremental defense
spending cuts beyond those already implemented under the Budget
Control Act of 2011, Moody's believes the cuts slated for this
year will be tempered by legislative action following either a
firm budget agreement or, more likely, a further extension of the
continuing resolution," says Senior Vice President Russell
Solomon. "We ultimately expect a compromise that limits the
severity of incremental cuts to less than the 9% defined by the
full sequester scheduled to take effect on 1 March."

The more important risk for defense contractors relates to the
ultimate magnitude and form of the spending cuts that will be
included in any longer-term budget agreement, Solomon says.
Moody's believes that steeper cuts are likely to be at least
planned for by the 2014-15 timeframe, and that defense spending
could fall to about $450 billion-$500 billion from peak levels
approximating $700 billion per annum in 2010-2011 by the second
half of this decade.

Cuts of that magnitude would require more significant adjustments
on the part of defense contractors, says Assistant Vice President
Bruce Herskovics. "The companies that will do best in the new
environment will be those with more diverse product and service
offerings, while the stability of a company's capital structure
and liquidity profile will also be important credit considerations
during the transition period."

In terms of ratings, Moody's expects the impact of sequestration
to be relatively muted for the time being. The agency's analysis
suggests up to one notch of downward pressure on the average
rating of speculative-grade companies, and little impact on those
of investment-grade companies in the foreseeable future. But one-
off rating adjustments beyond this range cannot be ruled out, and
companies will broadly need to adjust to the coming more austere
budgetary environment, which will be characterized by a protracted
period of declining military outlays in the longer term, Moody's
warns.


* Global Corporate Default Rate Stays Low in 2012, Says Moody's
---------------------------------------------------------------
Against a macroeconomic backdrop of a continued economic
uncertainty in Europe, corporate defaults among Moody's-rated
issuers were up in 2012, the rating agency says in its 26th annual
default study, "Corporate Default and Recovery Rates, 1920-2012."
The study provides updated statistics on the default, loss and
rating transition experience of corporate bond and loan issuers in
2012, as well as for 1920-2012 period.

"World-wide, 58 Moody's-rated corporate issuers defaulted in 2012,
compared with 37 in 2011," says Vice President and Senior Analyst
Sharon Ou. "Along with increasing financial stress from the
European sovereign debt crisis at the beginning of the year,
defaults were elevated in the first quarter, when 23 companies
defaulted, while in the subsequent quarters there were 11 or 13
defaults."

Defaults in 2012 were led by the consumer industries and capital
industries sectors, Ou says. Together they registered 23, or 40%,
of the year's count. The former includes the beverage, food,
tobacco, consumer goods, healthcare, and gaming and leisure
industries, while the latter includes the automotive, capital
equipment, chemicals, construction and building, forest products
and paper, and metals and mining industries.

Across regions, defaults remained concentrated in North America
last year, where 44 issuers defaulted on $29.0 billion of debt.
Elsewhere, nine defaults occurred in Europe, four in Latin America
and one in Africa.

"Last year's default count of 58 matched almost exactly our year-
ago forecast of 63 defaults," says Managing Director of Credit
Policy Research, Albert Metz. "The overall incidence of defaults
remained low in 2012, due mainly to an extremely accommodative
monetary environment allowing distressed borrowers to access the
debt markets and refinance debt on favorable terms."

Moody's global speculative-grade default rate ended 2012 at 2.6%,
up from the year-end 2011 level of 1.9% and consistent with the
rating agency's year-ago forecast of 2.9%. The default rate for
all Moody's-rated corporate issuers rose to 1.3% at the end of
2012 from 0.9% at the end of 2011, which likewise was consistent
with the agency's year-ago forecast of 1.4%.

Looking ahead, Moody's speculative-grade default rate forecasting
model predicts that the global rate will remain low in 2013, and
finish the year at 2.7%. If realized, this will be just above last
year's closing level of 2.6%, and well below the average of 4.7%
since 1983.

"We believe the monetary environment will remain accommodative in
the near future," Metz says. "Financial market conditions have
been relatively benign in recent months, and the downside risks
facing the global economic recovery have diminished since the end
of last year."


* Banks Find More Wrongful Foreclosures Among Military Members
--------------------------------------------------------------
Jessica Silver-Greenberg and Ben Protess, writing for The New York
Times' DealBook blog, reported that the nation's biggest banks
wrongfully foreclosed on more than 700 military members during the
housing crisis and seized homes from roughly two dozen other
borrowers who were current on their mortgage payments, findings
that eclipse earlier estimates of the improper evictions.

The DealBook report said Bank of America, Citigroup, JPMorgan
Chase and Wells Fargo uncovered the foreclosures while analyzing
mortgages as part of a multibillion-dollar settlement deal with
federal authorities, according to people with direct knowledge of
the findings. In January, regulators ordered the banks to identify
military members and other borrowers who were evicted in violation
of federal law.

The analysis, which was turned over to regulators in recent days,
provides the first detailed glimpse into the extent of wrongful
foreclosures amid the collapse of the housing market, the DealBook
related.  While lenders previously acknowledged that they relied
on faulty documents to push through foreclosures, the banks
claimed borrowers were rarely evicted by mistake, including
military personnel protected by federal law.  That thesis, which
underpinned the government's response to the financial crisis,
helps explain why homeowners languished for years without relief,
the DealBook noted.  The revelations of more pervasive harm could
provide fresh ammunition for Wall Street critics and prompt
regulators to adopt a tougher stance, according to DealBook.

The DealBook related that complaints that active military
personnel and National Guard members were losing their homes while
deployed in war zones set off national outrage and prompted
Congressional hearings in 2011.  In 2011, JPMorgan settled claims
that it inappropriately foreclosed on 18 military service members
and overcharged 6,000.  Bank of America and Morgan Stanley also
struck a pact with the Justice Department to settle claims they
foreclosed on 178 military members between 2006 and 2009.


* DOJ Takes Swipes at D.C. Circuit's Recess Appointment Ruling
--------------------------------------------------------------
Mike Scarcella, writing for The American Lawyer's Legal Times
blog, reported that the U.S. Department of Justice has offered its
first extended, public analysis of the controversial court ruling
in Washington that invalidated President Barack Obama's recess
appointments to a federal labor board.

The report said top DOJ officials have until March 8 to decide
whether to ask the U.S. Court of Appeals to reconsider its
conclusion that Obama overstepped his authority last year when he
used his recess appointment power to install three members on the
National Labor Relations Board.

On Thursday night, DOJ, in a pending labor dispute in a federal
appeals court in Philadelphia, offered a glimpse of legal
arguments the government could make in asking the full D.C.
Circuit to overturn the three-judge panel decision in Noel Canning
v. NLRB, according to Legal Times.

"The Noel Canning decision conflicts with nearly two centuries of
Executive Branch practice and the decisions of three other Courts
of Appeals, two of them sitting en banc," Beth Brinkmann, a top
DOJ Civil Division appellate lawyer, said in the brief in the U.S.
Court of Appeals for the Third Circuit, Legal Times cited. The
ruling's constitutional conclusions, Brinkmann continued,
"threaten a serious disruption of the separation of powers."

The D.C. Circuit ruling, written by then Chief Judge David
Sentelle, determined that the president can only make an
appointment under "the recess" of the Senate, Legal Times related.
That interpretation narrows the scope of when a president can use
the recess appointment power. In the papers in the Third Circuit,
Brinkmann said the word "the" doesn't carry the specificity the
D.C. Circuit assigned to it, Legal Times said.


* Say-On-Pay Following in Footsteps of M&A Suits
------------------------------------------------
Sue Reisinger, writing for The American Lawyer's Corporate Counsel
blog, reported that a new type of securities lawsuit against
corporations over say-on-pay advisory votes is so similar to
shareholder suits filed over mergers and acquisitions that a new
M&A litigation study includes a look at the say-on-pay suits.

According to "Shareholder Litigation Involving Mergers and
Acquisitions", (http://is.gd/egPwuc) the new suits are being
filed by the same plaintiff law firms that file M&A actions, the
report said.  The shareholder litigants make the same claims about
a company's faulty disclosure, and they pursue the same general
strategy of seeking an injunction in hopes of getting a quick
settlement, according to Robert Daines, a Stanford law and
business professor and co-director of Stanford's Rock Center on
Corporate Governance, who is co-author of the report released by
Cornerstone Research.

At least 24 of these lawsuits were filed last year and plaintiff
law firms recently announced investigations of 33 more companies,
the study states, according to Corporate Counsel.

The Corporate Counsel related that the suits stem from the Dodd-
Frank Wall Street Reform and Consumer Protection Act of 2010,
which requires a say-on-pay advisory vote on executive
compensation each year so the new litigation attacks the adequacy
of compensation disclosures in annual proxy statements, including
the increases in the number of stock shares authorized for equity
compensation plans, explains the study.


* RBS, Deutsche Bank Lose Appeal in Mortgage-Bond Lawsuit
---------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that Royal
Bank of Scotland Group Plc, Deutsche Bank AG (DBK) and Wells Fargo
& Co. (WFC) must face claims from a pension fund over $1.3 billion
in mortgage bonds and potentially billions more, a federal appeals
court ruled.

The U.S. Court of Appeals in Manhattan on March 2 reversed a
lower-court ruling that dismissed the case against the banks and
NovaStar Mortgage Inc. over loans bundled into securities before
the financial crisis, the Bloomberg report said.  The claims by
the New Jersey Carpenters Health Fund "permit us to draw the
reasonable inference" that the banks are liable under federal
securities laws, the appeals court said in its decision, according
to Bloomberg.

Bloomberg related that the New Jersey fund filed a class-action
complaint over $1.3 billion in bonds sold to investors in 2007,
according to court papers. The fund claimed that the securities
were riskier than promised and that offering documents contained
material misstatements and omissions about the loans backing them.
RBS, Frankfurt-based Deutsche Bank and Wachovia, now part of San
Francisco-based Wells Fargo, were underwriters, according to court
papers. They failed to conduct adequate due diligence related to
NovaStar's loan origination practices and compliance with
underwriting guidelines, according to the complaint.

The case is New Jersey Carpenters Health Fund v. Royal Bank of
Scotland Group Plc (RBS), 12-1707, U.S Court of Appeals for the
Second Circuit (Manhattan).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company            Ticker         ($MM)      ($MM)      ($MM)
  -------            ------       ------   --------    -------
ABSOLUTE SOFTWRE     ABT CN        121.7      (14.0)     (11.3)
ACELRX PHARMA        ACRX US        28.2       (0.3)      13.1
AK STEEL HLDG        AKS US      3,903.1      (91.0)     630.3
AMC NETWORKS-A       AMCX US     2,618.9     (882.4)     524.0
AMER AXLE & MFG      AXL US      2,866.0     (120.8)     271.3
AMER RESTAUR-LP      ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO     ASCA US     2,096.6      (25.6)     (26.5)
AMYLIN PHARMACEU     AMLN US     1,998.7      (42.4)     263.0
ARRAY BIOPHARMA      ARRY US       128.4      (31.7)      64.0
AUTOZONE INC         AZO US      6,662.2   (1,567.4)  (1,108.4)
BERRY PLASTICS G     BERY US     5,050.0     (313.0)     482.0
CABLEVISION SY-A     CVC US      7,285.3   (5,730.1)     (85.3)
CAESARS ENTERTAI     CZR US     27,998.1     (331.6)     905.3
CAPMARK FINANCIA     CPMK US    20,085.1     (933.1)       -
CENTENNIAL COMM      CYCL US     1,480.9     (925.9)     (52.1)
CHOICE HOTELS        CHH US        510.8     (548.9)      57.3
CIENA CORP           CIEN US     1,881.1      (89.0)     730.7
CINCINNATI BELL      CBB US      2,752.3     (684.6)     (68.2)
COMVERSE INC         CNSI US       823.2      (28.4)     (48.9)
DELTA AIR LI         DAL US     44,550.0   (2,131.0)  (4,998.0)
DENNY'S CORP         DENN US       324.9       (4.5)     (27.2)
DIRECTV              DTV US     20,555.0   (5,031.0)      13.0
DOMINO'S PIZZA       DPZ US        441.0   (1,345.5)      74.0
DUN & BRADSTREET     DNB US      1,821.6     (765.7)    (615.8)
DYAX CORP            DYAX US        55.5      (51.6)      33.4
DYNEGY INC           DYN US      5,971.0   (1,150.0)   1,364.0
EXONE CO/THE         XONE US        27.4       (0.7)      (7.3)
FAIRPOINT COMMUN     FRP US      1,798.0     (220.7)      31.1
FERRELLGAS-LP        FGP US      1,429.0      (69.6)     (70.7)
FIESTA RESTAURAN     FRGI US       289.7        6.6      (13.1)
FIFTH & PACIFIC      FNP US        902.5     (126.9)      36.4
FOREST OIL CORP      FST US      2,201.9      (42.8)    (101.2)
FREESCALE SEMICO     FSL US      3,171.0   (4,531.0)   1,186.0
GENCORP INC          GY US         919.3     (388.8)      49.5
GLG PARTNERS INC     GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING     GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL     GKK US      2,236.3     (293.1)       -
HCA HOLDINGS INC     HCA US     28,075.0   (8,341.0)   1,591.0
HOVNANIAN ENT-A      HOV US      1,684.2     (485.3)     870.1
HOVNANIAN ENT-B      HOVVB US    1,684.2     (485.3)     870.1
HUGHES TELEMATIC     HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC     HUTCU US      110.2     (101.6)    (113.8)
INCYTE CORP          INCY US       296.5     (220.0)     141.1
INFOR US INC         LWSN US     5,846.1     (480.0)    (306.6)
IPCS INC             IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU     JE CN       1,510.8     (273.1)    (287.1)
JUST ENERGY GROU     JE US       1,510.8     (273.1)    (287.1)
LEHIGH GAS PARTN     LGP US        303.2      (38.1)     (18.9)
LIMITED BRANDS       LTD US      6,427.0     (515.0)     973.0
LIN TV CORP-CL A     TVL US        864.4      (35.0)      67.2
LORILLARD INC        LO US       3,396.0   (1,777.0)   1,176.0
MARRIOTT INTL-A      MAR US      6,342.0   (1,285.0)  (1,298.0)
MERITOR INC          MTOR US     2,341.0   (1,011.0)     224.0
MONEYGRAM INTERN     MGI US      5,150.6     (161.4)     (35.5)
MORGANS HOTEL GR     MHGC US       577.0     (125.2)      (8.7)
NATIONAL CINEMED     NCMI US       810.5     (356.4)     129.6
NAVISTAR INTL        NAV US      9,102.0   (3,260.0)   1,484.0
NEXSTAR BROADC-A     NXST US       611.4     (160.3)      35.1
NPS PHARM INC        NPSP US       151.1      (54.6)      87.9
NYMOX PHARMACEUT     NYMX US         2.1       (7.7)      (1.6)
ODYSSEY MARINE       OMEX US        33.6      (22.2)     (25.4)
ORBITZ WORLDWIDE     OWW US        834.3     (142.7)    (247.7)
ORGANOVO HOLDING     ONVO US         9.0      (27.4)       7.3
PALM INC             PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US       249.9     (115.5)     170.6
PEER REVIEW MEDI     PRVW US         2.1       (3.4)      (4.0)
PHILIP MORRIS IN     PM US      37,670.0   (1,853.0)    (426.0)
PLAYBOY ENTERP-A     PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B     PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC         PRM US        208.0      (91.7)       3.6
PROTECTION ONE       PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU     QLTY US       513.6      (18.4)      77.6
REALOGY HOLDINGS     RLGY US     7,351.0   (1,742.0)    (484.0)
REGAL ENTERTAI-A     RGC US      2,198.1     (552.4)      77.4
REGULUS THERAPEU     RGLS US        40.7       (8.5)      21.0
RENAISSANCE LEA      RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A         REV US      1,236.6     (649.3)      88.1
RLJ ACQUISITI-UT     RLJAU US        0.0       (0.0)      (0.0)
RURAL/METRO CORP     RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL     SBH US      1,969.9     (157.2)     637.4
SAREPTA THERAPEU     SRPT US        53.1       (4.6)     (13.0)
SINCLAIR BROAD-A     SBGI US     2,245.5      (52.4)     (14.1)
TAUBMAN CENTERS      TCO US      3,268.5     (344.9)       -
TESORO LOGISTICS     TLLP US       291.3      (78.5)      50.7
THERAPEUTICS MD      TXMD US         3.5       (4.3)      (2.2)
THRESHOLD PHARMA     THLD US        86.2      (44.1)      68.2
TOWN SPORTS INTE     CLUB US       403.9      (55.5)      (7.8)
ULTRA PETROLEUM      UPL US      2,593.6     (109.6)    (266.6)
UNISYS CORP          UIS US      2,420.4   (1,588.7)     482.1
VECTOR GROUP LTD     VGR US        885.6     (102.9)     243.0
VERISIGN INC         VRSN US     2,100.5       (9.3)     986.5
VIRGIN MOBILE-A      VM US         307.4     (244.2)    (138.3)
VISKASE COS I        VKSC US       334.7       (3.4)     113.5
WEIGHT WATCHERS      WTW US      1,218.6   (1,665.5)    (229.9)
WESTMORELAND COA     WLB US        971.2     (252.7)      10.1


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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are $25 each.  For subscription information, contact Peter A.
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