TCR_Public/130306.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, March 6, 2013, Vol. 17, No. 64

                            Headlines

261 EAST: Court OKs DelBello as Substitute Attorneys
AEOLUS PHARMACEUTICALS: Mark Lampert Stake at 9.9% as of Feb. 19
AHERN RENTALS: Fights Bondholders' Bid to Take Over Company
ALL AMERICAN SEMICONDUCTOR: Bid to Appeal AASI Suit Ruling Denied
ALPHA PARTNERS: Hires Curtis Castillo as Counsel

AMERICAN AXLE: Inks 1st Supplemental Indenture on 2017 Sr. Notes
ATP OIL: D.E. Shaw No Longer Owns Shares as of Dec. 31
AXESSTEL INC: Reports $4.3 Million Net Income in 2012
BERNARD L. MADOFF: Attys Blast NY AG's Objection to $41MM Fee
BOSTON BIOMEDICAL: Moody's Cuts Rating on 1999 Bonds to 'Caa3'

BOWLES SUB A: Court Approves Warner Law as Attorneys
BROADWAY & HOLLY: Voluntary Chapter 11 Case Summary
BUILDERS FIRSTSOURCE: Incurs $56.8 Million Net Loss in 2012
CALFRAC WELL: Moody's Keeps 'Ba3' CFR; Outlook Remains Stable
CAPITOL BANCORP: Unsecured Creditors Want to Propose Plan

CARL'S PATIO: Court Approves Bayard P.A. as Counsel
CATALYST PAPER: To Sell Interest in Powell River for $33MM
CELL THERAPEUTICS: Incurs $115.3 Million Net Loss in 2012
CELL THERAPEUTICS: Estimates $5.4 Million Net Loss for January
CENTRAL EUROPEAN: Shareholder Balks at Treatment of Tariko Claim

CENTRAL EUROPEAN: Roust Trading Proposes $172MM in Investment
CLEAR CHANNEL: Closes Offering of $575 Million Guarantee Notes
COINSTAR INC: Moody's Rates New $300MM Sr. Unsecured Notes 'Ba3'
COINSTAR INC: S&P Assigns 'BB-' Rating to $300MM Notes Due 2019
CONEXANT SYSTEMS: Wins Approval for BMC as Claims Agent

CONEXANT SYSTEMS: Seeks to Pay Foreign Vendors, Lien Claimants
CONEXANT SYSTEMS: Taps Kirkland & Ellis as Attorneys
CONTAINER STORE: Term Loan Upsize Cues Moody's to Keep 'B3' CFR
COUDERT BROTHERS: Liquidator Sues States, DC Over Unclaimed Funds
DATAPIPE INC: S&P Assigns 'B' CCR & Rates $242MM Facilities 'B+'

DAYTOP VILLAGE: Has $2-Mil. to Offset Effects of Sandy
DAYTOP VILLAGE: DVI Unsecureds to Recover 17.5% and 21.8% in Plan
DCB FINANCIAL: John Ustaszewski Ceases to Serve as CFO
DRT PROPERTIES: Case Summary & 2 Unsecured Creditors
DUQUESNE LIGHT: Moody's Hikes Sr. Unsecured Debt Rating From Ba1

EARTHLINK INC: Moody's Withdraws 'Ba3' Rating on New Revolver
EASTMAN KODAK: Asks for Court OK of Revised Citi Agreement
EDIETS.COM INC: Stockholders Approve Merger with ASTV
ELLEN TRACY: Reaches $20MM Accord With Wells Fargo et al.
EMMIS COMMUNICATIONS: Annual Shareholders Meeting Set for July 10

EMPRESAS OMAJEDE: Hires Nelson Galarza as Financial Advisor
ENDO HEALTH: Moody's Alters Outlook to Negative & Keeps 'Ba2' CFR
FLINTKOTE COMPANY: Parties Agree on District Review of Plan Order
FLORIDA GAMING: Stockholders OK Sale of Subsidiary to Silvermark
FLORIDA'S COMPETITIVE: Voluntary Chapter 11 Case Summary

FNB UNITED: Bank of Granite Cease and Desist Order Lifted by FDIC
FUELSTREAM INC: Summit Trading Holds 7.8% Stake at Feb. 25
GARLOCK SEALING: Wins Access to Asbestos Bankruptcies on Appeal
GENOIL INC: Amends 2011 Form 20-F for Clarifications
GEORGES MARCIANO: Creditors Panel Lacks Standing to Appeal

GLOBAL SHIP: CMA CGM Owns 46.6% of Class A Shares at Feb. 11
GLOBAL SHIP: Amends Registration Rights Agreement with CMA CGM
GLOBALSTAR INC: Sr. Note Holders Have Right to Require Repurchase
GOLDEN GUERNSEY: LEL Operating Offers $5.5MM for Assets
GOLDEN MAX: Voluntary Chapter 11 Case Summary

GOWANUS INN: Real Estate Firm Seeks Chapter 11 Bankruptcy
GRANITE DELLS: Objections to Noteholders' Plan Filed
GREEN ENDEAVORS: Had $78,000 Net Loss in 2nd Quarter of 2012
GUITAR CENTER: Erick Mason to Resign as EVP and CSO
HAMPTON ROADS: CFO Stephen Theobald to Quit on March 31

HERCULES OFFSHORE: Incurs $127 Million Net Loss in 2012
HMX ACQUISITION: Disclosure Statement Hearing Tomorrow
HMX ACQUISITION: Section 341(a) Meeting Scheduled for March 20
HOSTESS BRANDS: Sale Would Skirt Enviro Rules, U.S. Says
ICON HEALTH: S&P Lowers Rating to 'B-'; Outlook Stable

INFINITY ENERGY: Pays in Full $250,000 Promissory Note
INLAND PACIFIC: Bankruptcy Stays "Thomas" Lawsuit
INTELSAT SA: Incurs $145 Million Net Loss in 2012
ISTAR FINANCIAL: Incurs $241.4 Million Net Loss in 2012
JOURNAL REGISTER: Hires Labor Counsel, Real Estate Advisor

K-V PHARMACEUTICAL: Jonathan Savitz Owns 7% A Shares at Dec. 31
K-V PHARMACEUTICAL: Kingdon Capital Owns 7% A Shares at Dec. 31
LANSKY'S OPERATING: Case Summary & 20 Largest Unsecured Creditors
LDK SOLAR: Sells 5MM Ordinary Shares to Fulai for $9.15 Million
LE CENTER, MN: Moody's Cuts Rating on Gen. Obligation Debt to B1

LEHMAN BROTHERS: LibertyView to Have $219.9MM Unsecured Claim
LEHMAN BROTHERS: Canary Wharf Claimants Want June Hearing
LEHMAN BROTHERS: Faces Suit Over Archstone Sale
LEHMAN BROTHERS: Budesbank Gets $9.8-Bil. From Collateral Sale
LEVEL 3: Trilogy Partner Named to Board of Directors

LEVEL 3: Michael Glenn to Serve on Board's Audit Committee
LEONARD WALLACE: Bankr. Judge Won't Reverse Ruling
LIBERTY INTERACTIVE: Moody's Hikes Corp. Family Rating to 'Ba3'
LONE OAK: Case Summary & 20 Largest Unsecured Creditors
LSP ENERGY: To Present Plan for Confirmation on March 25

MAUI LAND: Swings to $4.6 Million Net Loss in 2012
MEDIA GENERAL: Incurs $193.4-Mil. Net Loss in 2012
MEDICURE INC: Albert Friesen Holds 18.3% Equity Stake at Feb. 27
MERRILL CORP: S&P Retains 'D' CCR Following Debt Upsize
METRO FUEL: Has Deal on Use of Cash Until March 11

MGM RESORTS: Incurs $1.7 Billion Net Loss in 2012
MIDWEST MEAT: Shutters Turkey Processing Plant Amid Bankruptcy
MILACRON HOLDINGS: Moody's Lowers CFR to 'B2'; Outlook Stable
MILACRON HOLDINGS: S&P Assigns 'B' Rating to $245MM Sr. Sec. Loan
MILACRON INC: Company Dissolved, Chapter 7 Case Closed

MORGAN'S HOTEL: Incurs $12.5 Million Net Loss in Fourth Quarter
MSR RESORT: Five Mile's Motion to Stay Confirmation Order Denied
MSR RESORT: Plan Declared Effective on Feb. 28
MW GROUP: Disclosures to Competing Plans Have Objections
NECH LLC: Files Chapter 11 Reorganization Plan

NGPL PIPECO: Moody's Reviews 'Ba3' CFR for Possible Downgrade
NORTH ADAMS: Dist. Court Grants Union's Summary Judgment Bid
NORTHEAST DEVELOPMENT: Case Summary & 5 Unsecured Creditors
OAX LLC: Case Summary & 6 Unsecured Creditors
OMEGA NAVIGATION: Amends Plan to Increase Creditors' Recovery

ORMET CORP: Schedules Filing Deadline Extended to April 10
OVERSEAS SHIPHOLDING: Files Schedules of Assets and Liabilities
OVERSEAS SHIPHOLDING: M. Arntzen Quits as CEO, Pres., & Director
OVERSEAS SHIPHOLDING: Donald Smith Discloses 13% Stake at Dec. 31
PEDEVCO CORP: To Buy Interest in Mississippian Lime for $4.2MM

PENSON WORLDWIDE: Committee Objects to Bidding Procedures
PINNACLE AIRLINES: Flight 3407 Claimants Want Details on Claims
PIONEER NATURAL: Fitch Hikes Issuer Default Rating From 'BB+'
POTLATCH CORP: S&P Puts 'BB' CCR on CreditWatch Positive
POWERWAVE TECHNOLOGIES: J. Kryzanowski Holds 9% Stake at Dec. 31

PRAYER & DELIVERANCE: Case Summary & 5 Unsecured Creditors
RADIOSHACK CORP: Sales Decline Cues Moody's to Cut CFR to 'Caa1'
RANGE RESOURCES: New $500MM Senior Notes Gets Moody's Ba3 Rating
RANGE RESOURCES: S&P Assigns 'BB' Rating to $500MM Sr. Sub. Notes
READER'S DIGEST: U.S. Trustee Appoints Creditors Committee

REAL ESTATE ASSOCIATES: E. Schmidt Named Director of Reporting
REID PARK: Court OKs Additional Services From Doris Parker
REID PARK: Court OKs Employment of Tom Tracy as Expert Witness
RESIDENTIAL CAPITAL: Ally Denies Control of RMBS Settlement Talks
RESIDENTIAL CAPITAL: Committee Sues UMB, Wells Fargo

RESIDENTIAL CAPITAL: Universal Restoration Sues GMAC
RITE AID: Cash Tender Offers for Outstanding Notes Expires
SA' NYU WA: $28MM Judgment Prompts Chapter 11 Bankruptcy
SALEM COMMUNICATIONS: Moody's Rates New $300MM Term Loan 'B2'
SALEM COMMUNICATIONS: S&P Affirms 'B' CCR & Rates Loan B 'B'

SAN BERNARDINO, CA: Wants To Turn Down Union Contracts
SB HOTEL: Case Summary & 7 Unsecured Creditors
SCHOOL SPECIALTY: CRGI No Longer Owns Shares at Dec. 31
SEALY CORP: Expects to Close Merger with Tempur-Pedic by March 15
SEARS HOLDINGS: Emily Scott Won't Seek for Board Reelection

SECUREALERT INC: To Swap 362MM Common Shares for 45,698 D Shares
SECUREALERT INC: Board Chair Hanlon Resigns Due to Disagreements
SINCLAIR BROADCAST: To Buy Four Cox Media Stations for $99-Mil.
SINCLAIR BROADCAST: To Acquire 18 TV Stations for $370 Million
SILVER STATE: Case Summary & 20 Largest Unsecured Creditors

SL GREEN: Fitch Affirms 'BB+' Issuer Default Rating
SON GEE WINE: Loses Petition for Review in Suit vs. IRS
SPRINT NEXTEL: Files Form 10-K, Incurs $4.3MM Net Loss in 2012
TANGLEWOOD FARMS: Suit Against Endcom Survives Dismissal Bid
THQ INC: Invesco Stake Down to 0.02% as of Dec. 31

TITAN PHARMACEUTICALS: Amends Report on Braeburn License Pact
TITAN INTERNATIONAL: S&P Affirms 'B+' CCR; Outlook Stable
TODD BRUNNER: Howard Solochek Won't Get Paid for Committee Work
TRIBUNE CO: Bond Trustees Seek $13.2MM for Work on Bankruptcy
TRIBUNE CO: Bond Trustees Seek $13.2M for Investigating LBO

TRIDENT MICROSYSTEMS: Farallon No Longer Owns Shares at Dec. 31
UNIVERSITY GENERAL: Copy of Dufek Massif Financial Statements
VERTIS HOLDINGS: Has Until May 8 to File Plan
VHGI HOLDINGS: Issues 500,000 Preferred Shares to CEO
VIGGLE INC: 590,907 Viggle Active Users for February

W.R. GRACE: Release 2012 Pro Forma Financials
WINDSORMEADE OF WILLIAMSBURG: Files Pre-Arranged Plan
WINDSORMEADE OF WILLIAMSBURG: Proposes $3-Mil. of Loans From Owner
WINDSORMEADE OF WILLIAMSBURG: Taps DLA Piper as Counsel
WNA HOLDINGS: S&P Assigns 'B' CCR & Rates Loan Facilities 'B'

YTB INTERNATIONAL: Online Marketer Files Chapter 11 Bankruptcy
YTB INTERNATIONAL: Voluntary Chapter 11 Case Summary
ZOGENIX INC: Inks Manufacturing Services Agreement with Patheon

* Fitch Says Sequestration May Impact U.S. Defense Ratings
* Leveraged Share Buybacks Ongoing Risk to Bondholders, Fitch Says
* Moody's Says Cable Bonds Offer Poor Covenant Protection
* S&P Lowers Rating on 4 Natural Gas Prepay Transactions

* Bankruptcy Judge Markell Steps Down, to Join Fla. State Univ.

* McIntire Professor Testifies on U.S. Bankruptcy Laws

* Upcoming Meetings, Conferences and Seminars

                            *********

261 EAST: Court OKs DelBello as Substitute Attorneys
----------------------------------------------------
261 East 78 Realty Corp sought and obtained approval from the U.S.
Bankruptcy Court to employ DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP, as substitute attorneys, effective as of Jan. 4,
2013.

Shaked & Posner has filed a motion to be relieved as counsel for
the Debtor.  Hence, the Debtor sought substitute counsel to assist
in its attempt to successfully emerge from the Chapter 11
proceeding in an expeditious manner.

DelBello has agreed to:

(a) give advice to the Debtor with respect to its powers and
    duties as Debtor-in-Possession and the continued management of
    its property and affairs;

(b) negotiate with creditors of the Debtor and work out a plan
    of reorganization and take the necessary legal steps in order
    to effectuate such a plan including, if need be, negotiations
    with the creditors and other parties in interest; and

(c) prepare the necessary answers, orders, reports and other
    legal papers required for the Debtor who seeks protection from
    its creditors under Chapter 11 of the Bankruptcy Code.

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

In light of the time urgency of the Chapter 11 case, DDWWW has
requested payment of a $20,000 postpetition retainer from the
Debtor.

DDWWW will charge for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates.

The Debtor has elected to retain DDWWW due to its bankruptcy
group's expertise and know how in Chapter 11 proceedings of this
kind.  The law firm of Rattet Pasternak, LLP recently merged into
DDWWW and its bankruptcy group is now part of DDWWW, notably
Jonathan Pasternak, now a member of DDWWW.

                          About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

The Debtor's substitute counsel can be reached at:

         Jonathan S. Pasternak, Esq.
         Erica R. Feynman, Esq.
         DELBELLO DONNELLAN WEINGARTEN WISE & WIEDEKEHR, LLP
         1 North Lexington Avenue
         White Plains, NY 10601
         Tel: (914) 681-0200


AEOLUS PHARMACEUTICALS: Mark Lampert Stake at 9.9% as of Feb. 19
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Mark N. Lampert and his affiliates disclosed that, as
of Feb. 19, 2013, they beneficially own 17,440,552 shares of
common stock of Aeolus Pharmaceuticals, Inc., representing 9.98%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/nuZwNH

                    About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Grant Thornton LLP, in San Diego, Calif., expressed substantial
dobut about Aeolus Pharmaceuticals' ability continue as a going
concern.  The independent auditors noted that the Company has
incurred recurring losses and negative cash flows from operations,
and management believes the Company does not currently possess
sufficient working capital to fund its operations through fiscal
2013.

The Company's balance sheet at Sept. 30, 2012, showed $1.3 million
in total assets, $21.6 million in total liabilities, and a
stockholders' deficiency of $20.3 million.


AHERN RENTALS: Fights Bondholders' Bid to Take Over Company
-----------------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports that Donald
Ahern is protesting a bondholder group's Chapter 11 plan that
would strip him of ownership of Ahern Rentals Inc., the struggling
Nevada equipment rental company founded by his father.

As reported in the TCR on Feb. 12, holders of Ahern Rentals' 9.25%
Senior Secured Second Lien Notes Due 2013 filed rival Chapter 11
Plan for Ahern.  The bondholders' plan contemplates the reduction
of the principal amount of the Debtor's outstanding indebtedness
by at least $267.7 million by converting all of the second lien
notes into new equity interests of Reorganized Ahern.  There's be
a hearing to consider approval of the Disclosure Statement
explaining the bondholders' plan on March 8, 2013.

In December the U.S. Bankruptcy Judge in Reno, Nevada, ended
Ahern's exclusive right to propose a reorganization plan,
concluding that the company failed to negotiate in good faith
after a year in Chapter 11.

The bankruptcy judge also said Ahern's plan was fatally flawed
because it proposed retaining current ownership even though
secured lenders opposed the plan and weren't being paid in full.

                      About Ahern Rentals

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

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

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

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

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

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

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

The Debtor's Plan lists $379.2 million in debt held by major
lenders plus much smaller amounts held by others.  According to
The Review-Journal's report, Judge Beesley said he does not think
Ahern's plan offers full repayment -- known as present value -- so
the owners cannot hang on to their entire positions under
bankruptcy law.

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


ALL AMERICAN SEMICONDUCTOR: Bid to Appeal AASI Suit Ruling Denied
-----------------------------------------------------------------
In SAMSUNG SEMICONDUCTOR, INC. v. AASI CREDITOR LIQUIDATING TRUST,
the U.S. Bankruptcy Court for the Southern District of Florida on
Aug. 2, 2012, denied Samsung's motion for partial summary
judgment, and granted AASI's cross-motion for summary judgment.

Samsung sought leave of court to appeal the ruling.

On Feb. 26, 2013, District Judge Robin S. Rosenbaum denied
Samsung's motion.

"The Court declines to exercise its discretion to permit an
interlocutory appeal of the Order because determination of the
appellate issue will not significantly, if at all, advance the
ultimate termination of the litigation," Judge Rosenbaum said.

The case is SAMSUNG SEMICONDUCTOR, INC., Appellant, v. AASI
CREDITOR LIQUIDATING TRUST, By and Through Kenneth A. Welt,
Liquidating Trustee, pursuant to the confirmed Third Amended Plan
of Liquidation of The Official Committee of Unsecured Creditors,
Appellee, Case No. 12-23707-CIV-ROSENBAUM, (S.D. Fla.).

A copy of the District Court's February 26, 2013 Opinion and Order
is available at http://is.gd/urYOIgfrom Leagle.com.

                About All American Semiconductor

Based in Miami, Florida, All American Semiconductor Inc. (Pink
Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributed
electronic components manufactured by other firms.  In total, the
company offered approximately 40,000 products produced by
approximately 60 manufacturers.  The company had 36 strategic
locations throughout North America and Mexico, as well as
operations in China and Western Europe.

The Company and its debtor-affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 07-12963) on April 25,
2007.  Jason Z. Jones, Esq., Mindy A. Mora, Esq., at Bilzin
Sumberg; and Tina M. Talarchyk, Esq., at Squire Sanders, served as
counsel to the Debtors.  Adrian C. Delancy, Esq., Jerry M.
Markowitz, Esq., Rachel Lopate Rubio, Esq., Rilyn A. Carnahan,
Esq., Ross R. Hartog, Esq., at Markowitz, Davis, Ringel & Trusty;
and Stanley F. Orszula, Esq., at Loeb & Loeb, represented the
Official Committee of Unsecured Creditors.  As of June 30, 2007,
the company posted total assets of $4.07 million and liabilities
of $18.3 million.

The Bankruptcy Court confirmed on April 8, 2009, the Third Amended
Plan of Liquidation proposed by the official committee of
unsecured creditors appointed in the bankruptcy cases of All
American Semiconductor.  The Plan contemplated the liquidation of
all assets of the consolidated estate for the benefit of the
holders of allowed claims and allowed interests.


ALPHA PARTNERS: Hires Curtis Castillo as Counsel
------------------------------------------------
Alpha Partners, Ltd. asks the U.S. Bankruptcy Court for permission
to employ Curtis | Castillo PC as counsel.

The firm's Mark A. Castillo and Joshua L. Shepherd will lead the
engagement.

The compensation to be paid the firm will be based upon the hourly
rates charged in bankruptcy and non-bankruptcy matters by its
respective attorneys and legal assistants for legal services
rendered.

The firm's rates are:

         Professional                   Rates
         ------------                   -----
        Mark A. Castillo                 $415
        Joshua L. Shepard                $250

        Clerk                          $95 to $150
        Paralegal                     $175 to $350

On Jan. 21, 2013, James T. Maxwell, a limited partner of the
Debtor and the president of the Debtor's general partner, ZVN,
Inc., initiated the process to wire a prepaid retainer to the
firm, on behalf of the Debtor, in the amount of $15,000.

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

A hearing on the application is set for March 20, 2013, at 1:15
p.m.

The Debtor said it has sought bankruptcy relief to obtain the
breathing spell afforded by Section 362 of the Bankruptcy Code so
that it may analyze its options and utilize the bankruptcy forum
for the orderly and efficient reorganization or liquidation of its
assets and work towards satisfaction of its outstanding
obligations.

Alpha Partners, Ltd., filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-30266) on Jan. 21, 2013.  Judge Barbara J. Houser
presides over the case.  Curtis Castillo, P.C., serves as the
Debtor's counsel.  The Debtor estimated assets and debts between
$10 million and $50 million.


AMERICAN AXLE: Inks 1st Supplemental Indenture on 2017 Sr. Notes
----------------------------------------------------------------
In connection with the cash tender offer and consent solicitation
by American Axle & Manufacturing, Inc., for any and all of its
outstanding $300 million aggregate principal amount of 7.875%
Senior Notes due March 1, 2017, the Company accepted for payment
and paid for $172,581,000 aggregate principal amount of the Notes,
and the Company and The Bank of New York Mellon Trust Company,
N.A., as trustee, entered into a first supplemental indenture
dated as of Feb. 28, 2013.  The First Supplemental Indenture
amends and supplements the indenture, dated as of Feb. 27, 2007,
among the Company, American Axle & Manufacturing Holdings, Inc.,
as guarantor, and the Trustee, pursuant to which the Notes were
issued.  The First Supplemental Indenture became operative on
March 1, 2013, upon the acceptance and payment by the Company of
all Notes tendered in the Tender Offer before 5:00 p.m., Feb. 28,
2013.  The First Supplemental Indenture amends the Indenture to,
among other things, eliminate most of the restrictive covenants
and certain default provisions applicable to the Notes and shorten
the notice required to be given to holders in the case of
redemption of the notes.  A copy of the First Supplemental
Indenture is available for free at http://is.gd/NwnOdp

                        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 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.


ATP OIL: D.E. Shaw No Longer Owns Shares as of Dec. 31
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, D. E. Shaw & Co., L.P., and David E. Shaw
disclosed that, as of Dec. 31, 2012, they do not beneficially own
shares of common stock of ATP Oil & Gas Corporation.  D. E. Shaw
previously reported beneficial ownership of 2,662,347 common
shares or a 5.1% equity stake as of June 27, 2012.   A copy of the
amended filing is available for free at http://is.gd/C3K3DN

                            About ATP Oil

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

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

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

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


AXESSTEL INC: Reports $4.3 Million Net Income in 2012
-----------------------------------------------------
Axesstel, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$4.31 million on $59.65 million of revenue for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million on
$54.12 million of revenue during the prior year.

The Company reported net income of $824,126 on $15.76 million of
revenue for the three months ended Dec. 31, 2012, as compared with
net income of $1.02 million on $16.88 million of revenue for the
same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed
$18.16 million in total assets, $25.12 million in total
liabilities, and a $6.96 million total stockholders' deficit.

Clark Hickock, CEO of Axesstel, stated, "Today we reported the
most profitable year in the company's history.  Overall, 2012 was
our most successful year ever as we posted records for several key
financial metrics: gross margins of 26%, operating income of $4.7
million, net income of $4.3 million and EPS of $0.16.  We achieved
our operating goals for the year by reporting annual revenue
growth of 10% and achieving consistent quarterly profitability as
we recorded our sixth consecutive profitable quarter."

Mr. Hickock commented, "Contributing to the fourth quarter results
were sales from our existing Rev. B Wi-Fi gateway in Europe, which
delivered $7.9 million in revenue and continues to be our number
one selling product globally.  Sales of our wire-line replacement
terminal to Sprint contributed $2.1 million in revenue and sales
of our first new wireless security alert notification systems to
two different customers in Africa totaled $3.5 million in
revenue."

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

                        http://is.gd/g2vx5l

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.


BERNARD L. MADOFF: Attys Blast NY AG's Objection to $41MM Fee
-------------------------------------------------------------
Max Stendahl of BankruptcyLaw360 reported that attorneys for a
class of investors on Friday slammed New York Attorney General
Eric Schneiderman's objection to a $41 million fee request in a
joint $219 million settlement over an investment firm's role in
the Bernard Madoff Ponzi scheme, saying Schneiderman was
undervaluing the work of private counsel.

The report said that if approved by a New York federal court, the
settlement would resolve claims against Ivy Asset Management LLC
by Schneiderman's office, the U.S. Department of Labor and private
investors.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)


BOSTON BIOMEDICAL: Moody's Cuts Rating on 1999 Bonds to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service downgraded Boston Biomedical Research
Institute's rating on the Series 1999 bonds to Caa3 from Caa1 in
conjunction with a rapid decline in the institute's unrestricted
cash in recent months and the institute's announcement that it is
planning to sell the research facility at a net price which may
not provide full bondholder recovery.

The rating action impacts $12.4 million of rated bonds which were
issued through the Massachusetts Development Finance Agency. The
rating remains under review for downgrade. Moody's expects to
continue to update the rating as new information becomes
available. However, should appropriate disclosure from the
Institute not be forthcoming, Moody's will consider withdrawing
its ratings on the bonds due to lack of sufficient information.

Ratings Rationale:

The downgrade to Caa3 rating reflects the updated information
received on availability of funds for the bondholders, which,
based on current estimates by the institute, are unlikely to be
sufficient to pay the bondholders in full. The rating also
incorporates continuation of uncertainty about recovery on the
bonds, given the cessation of operations, and deterioration of
available liquidity for bondholders. The rating remains under
review for downgrade.

Methodology:

The Rating was assigned by evaluating factors believed to be
relevant to the credit profile of Boston Biomedical Research
Institute, such as i) the business risk and competitive position
of the issuer versus others within its industry or sector, ii) the
capital structure and financial risk of the issuer, iii) the
projected performance of the issuer over the near to intermediate
term, iv) the issuer's history of achieving consistent operating
performance and meeting budget or financial plan goals, v) the
nature of the dedicated revenue stream pledged to the bonds, vi)
the debt service coverage provided by such revenue stream, vii)
the legal structure that documents the revenue stream and the
source of payment, and viii) and the issuer's management and
governance structure related to payment. These attributes were
compared against other issuers both within and outside of the
Institute's core peer group and the rating is believed to be
comparable to ratings assigned to other issuers of similar credit
risk.


BOWLES SUB A: Court Approves Warner Law as Attorneys
----------------------------------------------------
Bowles Sub Parcel A, LLC, et al., sought and obtained approval of
their amended application to employ George E. Warner, Jr., and the
law firm of Warner Law LLC to represent them in connection with
all matters relating to collection of past due rents.

The Debtors agree to pay the firm on a contingency basis,
specifically 33% of all sum collected.

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

                About StoneArch II/WCSE Entities

StoneArch II/WCSE Minneapolis Industrial LLC in 2007 acquired
various limited liability companies, which in turn owned 27
industrial multi-tenant properties located in Minneapolis/St. Paul
in Minnesota.  The properties were divided into four separate
pools: A, B, C, and D.

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC, which jointly
own the properties in pool D, sought Chapter 11 protection (Bankr.
D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011.  A
Chapter 11 plan has been filed for the pool D debtors.  The plan,
if approved, would allow the existing owners to maintain operation
of the properties.

Bowles Sub Parcel A, LLC, and five other entities, which jointly
own parcels A, B and C, filed for Chapter 11 protection (Bankr. D.
Minn. Case Nos. 12-42765, 12-42768, 12-42769, 12-42770, 12-42772,
and 12-42774) on May 8, 2012.  Each of the May 8 Debtors estimated
$10 million to $50 million in assets.  Bowles Sub A disclosed
$11,442,268 in assets and $9,716,342 in liabilities as of the
Chapter 11 filing.

The other May 8 debtors are Fenton Sub Parcel A, LLC, Bowles Sub
Parcel B, LLC, Fenton Sub Parcel B, LLC, Bowles Sub Parcel C, LLC,
and Fenton Sub Parcel C, LLC.

Judge Kathleen H. Sanberg currently oversees the May 8 Debtors'
cases.

The May 8 Debtors tapped Lapp Libra Thomson Stoebner & Pusch as
counsel.  Steven B. Hoyt, as chief manager, signed the Chapter 11
petitions.


BROADWAY & HOLLY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Broadway & Holly LLC
        3000 Atrium Way Ste 219
        MT Laurel, NJ 08054

Bankruptcy Case No.: 13-13888

Chapter 11 Petition Date: February 27, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Debtor's Counsel: Rocco M. Nigro, Esq.
                  3000 Atrium Way
                  Mount Laurel, NJ 08054

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 George M. Dimer, managing member.


BUILDERS FIRSTSOURCE: Incurs $56.8 Million Net Loss in 2012
-----------------------------------------------------------
Builders Firstsource, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $56.85 million on $1.07 billion of sales for the
year ended Dec. 31, 2012, as compared with a net loss of
$64.99 million on $779.09 million of sales during the prior year.
The Company incurred a $95.50 million net loss on $700.34 million
of sales in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $550.84
million in total assets, $502.74 million in total liabilities and
$48.09 million in total stockholders' equity.

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

                        http://is.gd/UYD4YA

                     About Builders FirstSource

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

                           *     *     *

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

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


CALFRAC WELL: Moody's Keeps 'Ba3' CFR; Outlook Remains Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Calfrac Well Services Ltd.'s
Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating
and B1 senior unsecured notes rating. The Speculative Grade
Liquidity rating was changed to SGL-2 from SGL-1. The rating
outlook remains stable. The liquidity rating was lowered from
excellent to good because of a reduced cash balance and Moody's
expectation that Calfrac will consume cash in 2013.

Issuer: Calfrac Well Services Ltd.

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

Affirmations:

Issuer: Calfrac Well Services Ltd.

  Probability of Default Rating, Affirmed Ba3-PD

  Corporate Family Rating, Affirmed Ba3

Issuer: Calfrac Holdings, LP

  Senior Unsecured Regular Bond/Debenture Dec 1, 2020, B1, LGD4,
  63 %

Ratings Rationale:

Calfrac's Ba3 Corporate Family Rating (CFR) considers the
company's relatively small size, and niche focus on fracturing
services and resultant exposure to cyclical oil and natural gas
land drilling activities, mitigated by low leverage, a high
quality and mobile equipment fleet, technical expertise, and
strong customer relationships.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity. At December 31, 2012 Calfrac had C$43 million in cash
and about C$291 million available, after letters of credit, under
its C$300 million revolving credit facilities, due September 2016.
Moody's expects C$30 million of negative free cash flow in 2013
and for Calfrac to have ample room under its three financial
covenants (Funded Debt to EBITDA not to exceed 2.25x, Total Debt
to Capitalization not to exceed 0.6x, and Current Ratio not to
fall below 1.15x) during this period. The company has no
significant debt maturities until 2020. Alternative liquidity is
limited given that all North American assets are pledged to the
revolver lenders.

Calfrac's revolving credit facility is secured by a first priority
lien on substantially all of Calfrac's North American assets, but
excludes assets in Russia, Mexico and Argentina. Calfrac Holdings
LP senior notes are unsecured. Under Moody's LGD methodology, the
size of the prior ranking senior secured revolver results the
notes being rated B1, one notch below the Ba3 CFR.

The stable outlook reflects Calfrac's strong customer
relationships, high quality fleet, and Moody's expectation that
debt to EBITDA will remain around 2x through 2013 and 2014. The
rating could be upgraded if Calfrac can improve the scale and
scope of its operations, broaden its geographic footprint and
product diversification, and strengthen its market position while
maintaining its strong credit metrics. The rating could be
downgraded if debt to EBITDA cannot be sustained under 3.0x.

The principal methodology used in this rating was Global Oilfield
Services 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.

Calfrac Well Services Ltd. is a Calgary, Alberta based provider of
pressure pumping services to exploration and production companies.


CAPITOL BANCORP: Unsecured Creditors Want to Propose Plan
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Capitol Bancorp Ltd. and Financial Commerce
Corporation opposed further extension of the Debtors' exclusive
plan filing and solicitation period so that it can propose its own
plan of reorganization.

In papers filed in court, the Committee argued that further
extension of the Debtors' exclusivity is not in the best interest
of creditors and will not help bring the bankruptcy cases to a
successful resolution.  "It is almost impossible at this point to
conceive of any possible harm to the estate and its creditors from
opening up the plan process, and the Debtors' continued exclusive
control of that process will only serve to prolong the Chapter 11
cases without any corresponding benefit to creditors," the
Committee said.


As reported in the March 1, 2013 edition of the TCR, the Debtors
are asking the Bankruptcy Court to:

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

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

Capitol Bancorp's bid for a quick bankruptcy exit hit a snag when
Valstone Partners LLC backed out from a tentative deal to fund the
reorganization by paying $50 million for common and preferred
stock while buying $207 million in face amount of defaulted
commercial and residential mortgages.  The Debtors say they are
still working with other potential investors and the Debtors
remain optimistic that they will be able to consummate an equity
infusion.

Hearing on the Debtors' proposed exclusivity extension is
scheduled for March 5, at 10:30 A.M., before the U.S. Bankruptcy
Court for the Eastern District of Michigan.

                       About Capitol Bancorp

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

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

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

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

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

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


CARL'S PATIO: Court Approves Bayard P.A. as Counsel
---------------------------------------------------
Carl's Patio, Inc., and its affiliates sought and obtained
approval from the Bankruptcy Court to hire Bayard, P.A., as
counsel nunc pro tunc to Jan. 21, 2013.

Bayard's hourly rates are: directors, $485 to $890; associates and
counsel, $310 to $485; and legal assistants $195 to $285.

The principal attorneys and paralegal assigned to represent the
Debtors and their current standard hourly rates are:

         Professional              Hourly Rate
         ------------              -----------
         Neil B. Glassman              $890
         Charlene D. Davis             $750
         Justin R. Alberto             $375
         Larry Morton (paralegal)      $285

The Debtors will reimburse Bayard for its expenses incurred in
connection with Bayard's retention in the chapter 11 cases and the
performance of services.

During the one year immediately preceding the Petition Date, the
Debtors paid to Bayard fees totaling $265,000.

Bayard attests to the Court that the firm (a) is not a creditor,
equity security holder or insider of the Debtors; (b) is not and
was not, within two years before the Petition Date, a director,
officer or employee of the Debtors; (c) does not hold or represent
any interest materially adverse to the interests of the Debtors'
estates or any class of creditors or equity security holders; and
(d) is not related to any judge of the Court, the U.S. Trustee, or
any employee of the U.S. Trustee.

                        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 does
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.

The U.S. Trustee has appointed three members to the official
committee of unsecured creditors in the Chapter 11 cases of Carl's
Patio:

      1. Jeff Baker
         6810 North State Road 7
         Coconut Creek, FL 33073,
         Tel: (561) 289-3774
         Fax (561) 368-5678

      2. Krebs LLC
         c/o Mark E. Leipold
         Gould & Ratner LLP
         222 N. Lasalle Street
         Suite 800, Chicago, IL 60601
         Tel: (312) 899-1651
         Fax: (312) 236-3241

      3. Woodard
         c/o John F. Mares
         Litex Industries
         3401 W. Trinity Boulevard
         Grand Prairie, TX 75050
         Tel: (800) 527-1292 ext. 204
         Fax: (214) 492-6199


CATALYST PAPER: To Sell Interest in Powell River for $33MM
----------------------------------------------------------
Catalyst Paper has agreed, subject to court approval, to sell its
approximately 50% interest in Powell River Energy Inc. and Powell
River Energy Limited Partnership to Powell River Energy Trust, a
Brookfield Renewable Energy affiliate for $33 million.  Powell
River Energy Trust currently holds the other 50% stake in the
Powell River Energy joint venture originally established in 2001.

"Sale of this energy asset to our joint venture partner enables a
smooth operational transition, maintains reliable electricity
supply for our Powell River paper mill under a power purchase
agreement and ensures we meet the terms of the plan of arrangement
in a timely way," said President and Chief Executive Officer Kevin
J. Clarke.  All electricity generated by Powell River Energy will
be sold to Catalyst under a power purchase agreement which expires
in 2016 with possible extension to 2021 at Catalyst's discretion.

Pursuant to its plan of arrangement under the Companies' Creditors
Arrangement Act which became effective Sept. 13, 2012, Catalyst is
required to sell its stake in Powell River Energy and to
distribute to certain unsecured creditors of Catalyst who did not
elect to receive shares in Catalyst in settlement of their claims,
their pro rata share of 50% of the net proceeds of the sale
(which, given that many creditors elected to instead receive
shares, will result in a distribution of approximately 40% of the
net proceeds of the sale).  The Company will offer to purchase a
portion of its Floating Rate Senior Secured Notes with the balance
of the net proceeds.  The sale is expected to complete in the
first quarter of 2013 and is subject to various closing
conditions.  The Company expects to apply to the British Columbia
Supreme Court for approval of the sale in the next 10 days.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by
C$315.4 million ($311 million) and reduce its cash interest
expenses.  Catalyst also said it will continue to "operate and
satisfy" its obligations to customers, trade creditors, employees
and retirees in the ordinary course of business during the
restructuring process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

In the Sept. 17, 2012, edition of the TCR, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of Compromise and
Arrangement under the Companies' Creditors Arrangement Act.

Catalyst Paper's balance sheet at Sept. 30, 2012, showed
C$1.04 billion in total assets, C$887.3 million in total
liabilities and C$152.8 million in equity.


CELL THERAPEUTICS: Incurs $115.3 Million Net Loss in 2012
---------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss attributable to common shareholders of $115.27 million on
$0 of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss attributable to common shareholders of
$121.07 million on $0 of total revenues during the prior year.
The Company incurred a net loss attributable to common
shareholders of $147.56 million on $319,000 of total revenues in
2010.

The Company incurred a net loss attributable to common
shareholders of $19.03 million for the three months ended Dec. 31,
2012, as compared with a net loss attributable to common
shareholders of $17.86 million for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $73.71
million in total assets, $27.30 million in total liabilities,
$13.46 million in common stock purchase warrants, and $32.94
million in total shareholders' equity.

"During the fourth quarter 2012, we began making PIXUVRI available
to healthcare providers in the European Union and initiated
commercial operations on a country-by-country basis," said James
Bianco, M.D., President and CEO of CTI.  "PIXUVRI is now available
in eight countries in the E.U., and we are engaged in activities
to increase awareness in the physician community of PIXUVRI's
benefits for patients with multiply relapsed or refractory
aggressive non-Hodgkin lymphoma.  Separately, we have recently
begun enrollment in the Phase 3 PERSIST-1 clinical trial of
pacritinib for the treatment of patients with myelofibrosis. We
believe that pacritinib, an oral, once-daily JAK2/FLT3 inhibitor,
may offer patients an effective therapy with a safety profile that
could allow for longer-term management of their disease.  For
2013, we are focused on increasing use and adoption of PIXUVRI,
while obtaining favorable reimbursement in major markets in the
E.U.; building value through development of our late-stage product
pipeline, with emphasis on pacritinib; and securing non-equity
based operating capital through strategic partnerships, while
managing our expenses."

"Our independent registered public accounting firm included an
explanatory paragraph in its reports on our consolidated financial
statements for each of the years ended December 31, 2007 through
December 31, 2011 regarding their substantial doubt as to our
ability to continue as a going concern.  Although our independent
registered public accounting firm removed this going concern
explanatory paragraph in its report on our December 31, 2012
consolidated financial statements, we expect to continue to need
to raise additional financing to fund our operations and satisfy
obligations as they become due.  The inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of our common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and we
cannot guarantee that we will not receive such an explanatory
paragraph in the future. "

                         Bankruptcy Warning

"We have licensed intellectual property from third parties,
including patent applications relating to intellectual property
for PIXUVRI, pacritinib, tosedostat, and brostallicin.  We have
also licensed the intellectual property for our drug delivery
technology relating to Opaxio which uses polymers that are linked
to drugs, known as polymer-drug conjugates.  Some of our product
development programs depend on our ability to maintain rights
under these licenses.  Each licensor has the power to terminate
its agreement with us if we fail to meet our obligations under
these licenses.  We may not be able to meet our obligations under
these licenses.  If we default under any license agreement, we may
lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights, including
the rights to PIXUVRI, pacritinib, Opaxio, tosedostat, and
brostallicin."

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

                        http://is.gd/5cZdHF

                      About Cell Therapeutics

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


CELL THERAPEUTICS: Estimates $5.4 Million Net Loss for January
--------------------------------------------------------------
Cell Therapeutics, Inc., estimated a net loss attributable to
common shareholders of $5.39 million for the month ended
Jan. 31, 2013, as compared with a net loss attributable to common
shareholders of $8.58 million for the month ended Dec. 31, 2012.

Estimated research and development expenses were US$3.6 million
and $2.8 million for the month of December 2012 and January 2013,
respectively.  There were no convertible notes outstanding as of
Dec. 31, 2012, and Jan. 31, 2013.

On Dec. 31, 2012, the Company announced that a Stipulation of
Settlement entered into as of Nov. 6, 2012, between plaintiffs,
the Company and certain of its current directors was preliminarily
approved by the U.S. District Court for the Western District of
Washington.  The Stipulation relates to the previously-disclosed
consolidated shareholder derivative action litigation, In re Cell
Therapeutics, Inc. Derivative Litigation, Case No. C10-564 MJP,
pending in the U.S. District Court for the Western District of
Washington.  The proposed settlement is subject to certain
conditions and approvals, including, among other items, the
approval of the settlement by the Board, including the corporate
governance measures, and final court approval.

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

                        http://is.gd/FHwbBR

                      About Cell Therapeutics

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

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

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

                    Going Concern Doubt Raised

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

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

                        Bankruptcy Warning

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


CENTRAL EUROPEAN: Shareholder Balks at Treatment of Tariko Claim
----------------------------------------------------------------
Shareholder Mark Kaufman sent a letter to the members of the Board
of Directors of Central European Distribution Corporation to
express his disagreement regarding the separate treatment of the
$50 million credit facility extended by Mr. Roustam Tariko to the
Company.

Mr. Kaufman does not believe that it is appropriate to treat
Mr. Tariko's claims under this credit facility more favorably than
the claims of other unsecured creditors, as the grant of
collateral to secure the obligations to Mr. Tariko under the
credit facility likely could be avoided as a preferential transfer
if CEDC were to file for Chapter 11 bankruptcy protection.

"We will not support any restructuring of CEDC that would treat
Mr. Tariko's claims more favorably than the claims of other
unsecured creditors, and we doubt that any constituency other than
Mr. Tariko would be willing to move forward on this basis," Mr.
Kaufman wrote.

"Further, I wish to inform you that I received a copy of a letter,
dated March 1, 2013, addressed by Mr. M. Khabarov, CEO of A1
Investments (Alfa Group), to the ad hoc Committee of 2016
Bondholders c/o Mr. Charles Noel-Johnson of Moelis & Co.  In this
letter, A1 expresses its interest to put together a consortium of
investors, including Mr. Tariko, myself and other undisclosed
interested parties, "with up to USD$250mln of cash to invest" to
develop an alternative proposal for CEDC's successful
restructuring," Mr. Kaufman related.

"Given the reputation and track record of A1 in Russia, I intend
to consider with the utmost care A1's invitation to participate in
such consortium."

Mr. Kaufman and W & L Enterprises Ltd. together beneficially own
7,417,549 shares of the Company's common stock, representing 9.4%
of the Company's common shares, as reported by the TCR on Jan. 30,
2013.

A copy of the letter is available for free at:

                        http://is.gd/Rf7oZB

                            About CEDC

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

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

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

                             Liquidity

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

                            *     *     *

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

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

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

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


CENTRAL EUROPEAN: Roust Trading Proposes $172MM in Investment
-------------------------------------------------------------
Roust Trading Ltd. and certain beneficial owners (holding an
aggregate of approximately 30% in outstanding principal amount)
(the "Steering Committee") of the $380 million 9.125% senior
secured notes and EUR430 million 8.875% senior secured notes, each
due 2016, issued by CEDC Finance Corporation International, Inc.,
entered into a joint summary term sheet relating to a proposed
financial restructuring of CEDC and certain of its affiliates.

Roust Trading has delivered the Term Sheet to CEDC as a viable
alternative to the transactions contemplated by the offering
memorandum, consent solicitation and disclosure statement filed by
CEDC with the SEC on Feb. 25, 2013.  The Term Sheet sets forth the
material terms of a restructuring of CEDC's capital structure,
including the following terms:

   * Roust Trading would provide a new $172 million cash
     investment, the proceeds of which would be used by CEDC
     CEDC FinCo to make available a reverse Dutch auction
     opportunity for the 2016 Notes.  Any New Cash not used to
     purchase 2016 Notes in the Dutch Auction would be added to
     the consideration for the 2016 Notes which do not participate
     in the Dutch Auction on a pro rata basis.

   * All remaining 2016 Notes not accepted for payment in the
     Dutch Auction would be extinguished in return for (i) new
     senior secured notes due 2018 with an aggregate principal
     amount equal to $450 million plus the interest accrued but
     unpaid on the Remaining 2016 Notes in respect of the period
     from March 16, 2013, to the earlier of June 1, 2013, and the
     date preceding the date of issuance of the New Senior Notes,
    (ii) $200 million convertible junior secured notes due 2018
     and (iii) any remaining portion of the New Cash not paid in
     the Dutch Auction.

   * Roust Trading would receive, in respect of the New Cash and
     the extinguishment of the $50 million credit facility
     established pursuant to that certain binding Term Sheet
     entered into between Roust Trading and the Issuer, dated
     Dec. 28, 2012, at least 85% of the equity of the reorganized
     Company.

   * Holders of CEDC's 3% Convertible Senior Notes due 2013,
     holders of other CEDC unsecured debt and existing CEDC
     stockholders would receive in the aggregate no more than 15%
     of the equity of the reorganized Company.

   * The New Senior Notes will be issued by CEDC FinCo, have a
     maturity date of April 30, 2018, and bear cash interest of 8%
     per annum, increasing to 9% in year two, and 10% in year
     three and thereafter.

   * The Convertible PIK Toggle Notes will be issued by CEDC
     FinCo, have a maturity date of April 30, 2018, and bear
     interest of 10% per annum, and be convertible after 18 months
     into 20% of CEDC's equity, increasing to 25% if converted in
     2016, 30% if converted in 2017 and then 35% if converted in
     2018 or thereafter (in each case based on $200 million
     principal amount and PIK interest accrued on the Convertible
     PIK Toggle Notes).

   * The New Senior Notes and the Convertible PIK Toggle Notes
     will be issued by CEDC FinCo and guaranteed by CEDC and
     certain of CEDC's subsidiaries.  To the extent legally
     permissible and permitted by existing debt obligations, the
     New Senior Notes and Convertible PIK Toggle Notes will be
     secured against all assets of CEDC and its subsidiaries.

The Steering Committee has agreed to work exclusively with Roust
Trading through March 10, 2013, to prepare the documentation
necessary to implement the Proposed Restructuring.

Roust Trading and Roustam Tariko beneficially own 15,920,411
shares of common stock of CEDC representing 19.5% of the shares
outstanding.

A copy of the Joint Summary Term Sheet is available at:

                        http://is.gd/GlRqKV

A copy of the regulatory filing is available at:

                        http://is.gd/n74d2d

                            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.


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

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

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

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

The Notes were issued pursuant to an indenture, dated as of
February 28, 2013, among the Company, Clear Channel Capital I,
LLC, the subsidiary guarantors, U.S. Bank National Association, as
trustee, paying agent, registrar, authentication agent and
transfer agent, and Deutsche Bank Trust Company Americas, as
collateral agent.  A copy of the Indenture is available at:

                       http://is.gd/yxn5qe

On Feb. 28, 2013, in connection with the private placement of the
Notes, the Company, the Guarantors and Citigroup Global Markets
Inc., on behalf of the Initial Purchasers, entered into an
Exchange and Registration Rights Agreement, a copy of which is
available for free at http://is.gd/eWUjp7

                        About Clear Channel

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

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

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

                         Bankruptcy Warning

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

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

                           *     *     *

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

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

As reported by the TCR on Feb. 25, 2013, Standard & Poor's Ratings
Services affirmed its 'CCC+' corporate credit rating on Texas-
based Clear Channel Communications Inc. and CC Media Holdings.
Standard & Poor's Ratings Services' rating on CC Media Holdings
Inc. reflects the risks surrounding the long-term viability of its
capital structure--in particular, refinancing risk relating to
significant 2016 debt maturities of about $10 billion.


COINSTAR INC: Moody's Rates New $300MM Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned Coinstar, Inc. a Ba2 Corporate
Family Rating and Ba2-PD Probability of Default Rating, as well
Ba3 (LGD4-63%) ratings to its new $300 million senior unsecured
notes due 2019. The new notes will be guaranteed by all of the
company's wholly owned domestic and material subsidiaries, and
will be subordinated to the company's senior secured credit
facility (consisting of a $450 million revolver and $160 million
term loan at 12/31/12). Net proceeds from the issuance are
expected to add to company's cash balance and be used for general
corporate purposes, including the repayment of debt. The company
has $185 million in convertible notes maturing in September 2014,
and Moody's expects it to opportunistically redeem a portion of
these notes and repay the remaining notes at maturity. The rating
outlook is stable.

The following is a summary the rating assignments:

Issuer: Coinstar, Inc.

  Corporate Family Rating, assigned Ba2

  Probability of Default Rating, assigned Ba2-PD

  $300 million senior unsecured notes due 2019, assigned Ba3 (LGD
  4-63%)

Ratings Rationale:

Coinstar's Ba2 Corporate Family Rating reflects its scale and
strong market position in the DVD rental and coin kiosk
businesses, as well as the risks associated with the evolution of
studio content distribution and consumer content consumption to
digital platforms. The company's competitive advantage in the
Redbox business is its ability to offer new releases at an
economic price prior to being available on streaming and pay-TV
channels. Moody's believes that in the long term, studios will
eventually give in to the increasing demand for streaming content
and allow new releases to be streamed earlier, which will risk
marginalizing Redbox, which constitutes over 85% of the company's
EBITDA. While the company has entered into a digital partnership
with Verizon Communications (A3 senior unsecured) to offer a
hybrid streaming and physical DVD product, there is no clear path
to ownership as Verizon has rights to eventually buy out
Coinstar's stake. These risks are only partially mitigated by the
opportunity to diversify into and grow other automated retail
concepts, as well as intermediate-term growth opportunities for
its existing businesses. The rating is supported by its financial
flexibility characterized by moderate leverage, sustained free
cash flow and solid liquidity as well as the operating leverage
provided by its flexible cost structure and low maintenance
capital expenditure requirements.

Coinstar's SGL-1 Speculative Grade Liquidity rating reflects its
strong liquidity position driven by a healthy cash balance ($283
million at 12/31/12 and over $550 million pro-forma for the
proposed notes issuance), sustained positive free cash flow of
over $150 million annually, and its sizeable $450 million
revolving credit facility which matures in July 2016 and which
Moody's expects to remain undrawn.

The stable outlook reflects Moody's expectation that the company
will continue to grow its physical DVD rental business, though at
a moderating pace, as studios are expected to maintain current
content distribution models in the intermediate term. It also
reflects Moody's expectation that the company will sustain
moderate adjusted leverage of under 2.0x.

Ratings could be upgraded if the company sustains low leverage,
and if its partnership with Verizon experiences strong growth
(provided it has a path to material ownership of the partnership
in the long term) as well as its new products gain traction such
that its dependence on the physical DVD rental business is greatly
reduced.

Ratings could be downgraded if there is an acceleration of content
viewing on streaming platforms such that the company experiences
sustained declines in DVD rentals, if margins are significantly
pressured by increasing content costs or if adjusted leverage is
sustained over 2.75x.

Coinstar's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Coinstar's core industry and
believes Coinstar's ratings are comparable to those of other
issuers with similar credit risk. The principal methodology used
in determining instrument ratings was Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Coinstar, Inc., with its headquarters in Bellevue, Washington, is
a leading provider of automated retail solutions through its
network of self-service kiosks. Its offerings include Redbox, the
company's largest business, where consumers can rent movies and
video games, its Coin business where consumers can convert their
coins to cash or stored value cards, and its New Ventures business
which identifies and develops new concepts in automated retail.
Coinstar's total revenue in FY 2012 was over $2.2 billion.


COINSTAR INC: S&P Assigns 'BB-' Rating to $300MM Notes Due 2019
---------------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'BB-'
senior unsecured rating to Bellevue, Wash.-based Coinstar Inc.'s
proposed $300 million senior unsecured notes due 2019.  The
recovery rating on the unsecured notes is '6', indicating S&P's
expectation for negligible (0-10%) recovery in the event of a
default.  The 'BB+' corporate credit rating on Coinstar Inc.
remains unchanged.  The outlook is stable.

"We expect the company to use proceeds from the proposed issue for
general corporate purposes, including possible repayment of the
company's convertible notes due in 2014.  Pro forma for the
proposed transaction, total reported debt will increase to about
$632 million, up from about $332 million as of Dec. 31, 2012.
However, we expect credit metrics to remain strong and estimate
pro forma debt-to-EBITDA leverage will increase to about 1.5x from
0.9x as of Dec. 31, 2012," S&P said.

"The ratings on the self-service machine operator reflect our
assessment that the company's business risk profile will remain
"weak" and its financial risk profile will remain "modest" over
the next year.  Our business risk profile assessment primarily
reflects the company's significant customer concentration, its
short-term contracts, its dependence on its video rental business
and on decisions made by movie studios, and its participation in
the declining and highly competitive DVD rental industry.  Primary
factors in our financial risk profile assessment include strong
credit ratios, an "adequate" liquidity profile, and our view that
the financial policy is moderate," S&P noted

Ratings List
Coinstar Inc.
Corporate credit rating          BB+/Stable/--

Ratings Assigned
Coinstar Inc.
Senior unsecured
  $300 mil. notes due 2019        BB-
    Recovery rating               6


CONEXANT SYSTEMS: Wins Approval for BMC as Claims Agent
-------------------------------------------------------
Conexant Systems Inc. and its affiliates sought and obtained
approval of their application to employ BMC Group, Inc., as claims
and noticing agent, nunc pro tunc to the Petition Date.

The Debtors believe they may have at least a few thousand
potential creditors and parties-in-interest that must be given
notice of developments related to their Chapter 11 cases.  To
relieve the Clerk's Office of these burdens and comply with Local
Rules, the Debtors engaged BMC as an independent, third-party
notice and claims agent to effectively and efficiently serve
notice upon all creditors and other relevant constituencies.

BMC agrees to charge the Debtor at its standard prices for
services, expenses and supplies.

The Debtors paid a $10,000 retainer to BMC.

BMC attests it is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The claims agent can be reached at:

         BMC GROUP INC
         Attn: Tinamarie Fell
         600 1st Avenue, Suite 300
         Seattle, WA 98104
         Tel: (206) 516-3300
         Fax: (206) 516-3304
         E-mail: tfell@bmcgroup.com

                        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: Seeks to Pay Foreign Vendors, Lien Claimants
--------------------------------------------------------------
Conexant Systems Inc. and its affiliates seek approval from the
Bankruptcy Court to pay prepetition claims of certain vendors and
suppliers located in foreign jurisdictions that are critical to
business operations.

The Debtors propose to remit payment of up to $4.5 million upon
interim approval of their motion and an additional $1.1 million
upon entry of a final order.

The Debtors also seek permission to pay, in consultation with the
secured lender, outstanding prepetition amounts owed to both
foreign and domestic third-party carriers who are in possession of
the Debtors' property as of the Petition Date.  Because the
Debtors will face substantial harm if these claimants move to
assert their lien rights or fail to release the goods in their
possession, the Debtors seek authority to remit payment on account
of the lien claimants in an amount of up to $55,000 within 21 days
from the Petition Date.

The Debtors said their foreign vendors are located in Taiwan,
Korea, Singapore, China, the Philippines, and Malaysia.

The Court has approved the Debtors' request on an interim basis.
A final hearing is scheduled for April 10, 2013, at 11:30 a.m.

                        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: Taps Kirkland & Ellis as Attorneys
----------------------------------------------------
Conexant Systems Inc. and its affiliates filed an application to
employ Kirkland & Ellis LLP as attorneys effective, nunc pro tunc
to the Petition Date.

K&E intends to apply for compensation for professional services on
an hourly basis and reimbursement of expenses incurred in
connection with the Chapter 11 cases.  K&E's current hourly rates
are:

       Billing Category            Hourly Rate
       ----------------            -----------
       Partners                   $655 to $1,150
       Of Counsel                 $450 to $1,150
       Associates                 $430 to $790
       Paraprofessionals          $150 to $335

Professionals presently expected to have primary responsibility
for providing services to the Debtors are: Paul M. Basta ($1,045
per hour), Joshua A. Sussberg ($815), and Christopher T. Greco
($715).

The Debtor paid K&E $1 million as classic retainer.

To the best of the Debtors' knowledge, K&E is a disinterested
person within the meaning of Sec. 101(14) of the Bankruptcy Code.

                        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.


CONTAINER STORE: Term Loan Upsize Cues Moody's to Keep 'B3' CFR
---------------------------------------------------------------
Moody's Investors Service affirmed The Container Store, Inc.'s
debt ratings, including its B3 Corporate Family rating, B3-PD
Probability of Default rating and the B3 rating on its senior
secured term loan due 2019. The rating action was triggered by the
company's plan to increase the term loan by $90 million and use
proceeds to redeem a portion of the company's outstanding
cumulative preferred stock. The company is also seeking to reduce
the interest coupon on the term loan and remove the senior secured
leverage ratio covenant. The rating outlook remains stable.

Ratings affirmed (with updated LGD assessments):

- Corporate family rating, at B3

- Probability of default rating, at B3-PD

- $273 million first lien term loan due 2019, at B3 (LGD4, 50%)

These ratings are subject to Moody's review of final documentation
following completion of the proposed transaction.

Ratings Rationale:

The affirmation reflects that while Container Store's debt and
leverage will increase as part of the proposed transaction,
Moody's expects modest improvement over time to stem from
continued revenue growth through same store sales and new store
openings while maintaining strong margins.

Container Store's B3 Corporate Family Rating reflects its high
debt load and weak credit metrics that result primarily from the
2007 acquisition of the company by Leonard Green and Partners,
L.P. ("LGP"). Pro forma lease-adjusted debt/EBITDA for the twelve
months ended November 24, 2012 is estimated to increase by about
0.5 time to nearly 8.0 times (or about 6.7 times before treating
25% of the company's remaining accrued preferred stock as debt).
Interest coverage will likely remain about 1.0 time, benefiting
from the proposed reduction in interest expense despite the
increase in debt. The rating also reflects the company's small
scale and limited product focus relative to other global
retailers, relatively discretionary product offering, and moderate
seasonality.

Positive rating consideration is given to Container Store's solid
market position in the narrowly defined "storage and organization"
category of specialty retail, and its recognized brand name.
Further consideration is given to the company's demonstrated
ability to maintain solid gross profit margins through economic
cycles, largely due to the sizeable offering of
exclusive/proprietary products, highly trained sales force, and a
more affluent customer base. Container Store's liquidity is
adequate, reflecting the expectation that excess cash, modest cash
flow and availability under its $75 million asset based revolver
(not rated by Moody's) should be sufficient to cover growth
capital spending and debt amortization over the next twelve
months.

The stable outlook reflects the expectation for modest improvement
in credit metrics over time, with revenue and earnings growth
coming from new store openings and positive same-store sales,
largely offset by continued accretion of the remaining preferred
stock. The outlook also assumes that liquidity will remain
adequate.

A ratings upgrade would require the company to manage profitable
growth while improving its credit metrics such that debt/EBITDA is
sustained below 6.5 times and EBITA/Interest rises above 1.5
times. An upgrade would also require the company to maintain
adequate liquidity and a conservative financial policy.

The ratings could be downgraded in the event of a material
degradation in credit metrics from expected levels, either through
weaker operating performance or a more aggressive financial
policy. Any deterioration in liquidity could also lead to a
ratings downgrade. Specific metric include debt/EBITDA rising
above 8.0 times or interest coverage sustained below 1 time.

The principal methodology used in this rating was Global Retail
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

The Container Store, Inc., headquartered near Dallas, TX, is a
retailer of storage and organization products in the United States
and Europe. The company operates 58 leased specialty retail stores
in the United States and operates in Europe through its wholly
owned Swedish subsidiary, Elfa International. Net revenue for the
latest twelve month period ended November 24, 2012 exceeded $680
million.


COUDERT BROTHERS: Liquidator Sues States, DC Over Unclaimed Funds
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the
administrator overseeing the liquidation of defunct law firm
Coudert Brothers LLP on Wednesday sued top financial officers in
six states and Washington, D.C., seeking thousands of dollars in
unclaimed funds on behalf of the firm's estate.

The report related that Development Specialists Inc., the plan
administrator for Coudert, is looking to collect funds from
California, Colorado, New York, Ohio, Pennsylvania, Texas and
Washington, D.C., that were never claimed but that it says belong
to the fallen firm.  The states took control of the funds before
the firm officially filed for bankruptcy, the report said.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


DATAPIPE INC: S&P Assigns 'B' CCR & Rates $242MM Facilities 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Jersey City, N.J.-based Datapipe Inc.  The
outlook is negative.

S&P also assigned its 'B+' issue-level rating and '2' recovery
rating to the company's proposed $242 million first-lien credit
facilities, consisting of a $40 million revolving credit facility
due 2018 and $202 million term loan due 2019.  The '2' recovery
rating indicates S&P's expectation of substantial (70% to 90%)
recovery for lenders in the event of a payment default.  In
addition, S&P is assigning its 'CCC+' issue-level rating and '6'
recovery rating to the company's proposed $85 million second-lien
term loan due 2019.  The '6' recovery rating indicates S&P's
expectation of negligible (0% to 10%) recovery for lenders in the
event of a default.

"The ratings reflect our assessment of the company's 'highly
leveraged' financial risk profile and 'weak' business risk
profile," said Standard & Poor's credit analyst Michael Altberg.
Pro forma for the proposed transaction, S&P expects fully adjusted
leverage (including the present value of operating leases) to be
in the low-8x area by the end of 2013.  However, S&P expects the
company to maintain adequate liquidity over the intermediate term,
provided by its revolving credit facility and our expectation of
very modest free operating cash flow (FOCF) generation.

"Our assessment of Datapipe's business risk profile incorporates
the company's relatively small scale, and the highly fragmented
and competitive nature of its industry.  In our view, these risks
more than offset the company's good near-term revenue visibility
provided by a revenue backlog from multiyear contracts, its low
revenue and customer churn, and its relatively success-based
capital spending model, which provides greater financial
flexibility compared with traditional data center providers," S&P
added.

Datapipe is a managed services and data center provider, operating
nine global data centers and providing IT outsourcing services to
midsize and large customers.  About 78% of revenue is generated
from managed services (e.g., administration, monitoring, security,
cloud computing, storage), which S&P views as having good growth
prospects and contributing to its low monthly recurring revenue
(MMR) churn of 0.95% in 2012, due to the highly integrated nature
of its products.  Colocation services make up 19% of revenue,
which the company usually offers in conjunction with its managed
services.  The company leases its nine facilities, and has
moderate capacity to accommodate future growth based on its
current utilization levels.  S&P believes the company will also
look to lease additional space in existing and new facilities over
the near term, especially in select markets where utilization
might be approaching the 80% area.  In S&P's opinion, while it
believes the company does not have pricing power with wholesale
and retail data center providers due to its scale, this strategy
mitigates the potential for overexpansion, which S&P views as a
key risk for data center providers over the longer term.  Besides
the need for updating the power infrastructure in certain
facilities, the majority of the company's capital spending is
success-based, providing greater flexibility in the case of
unforeseen revenue weakness.

The negative rating outlook reflects the potential for a downgrade
over the next 12 months if S&P do not believe the company remains
on a trajectory to reduce fully adjusted leverage to around 7x by
2014.  Under S&P's base-case scenario, it believes this will
require very healthy EBITDA growth in the high-20% to low-30% area
in 2013, with moderation to the low-to-mid teen percentage area in
2014.  S&P could lower the rating over the next 12 months if
annualized trends soften because of pricing pressures and softer
demand than it has incorporated in its growth projections, and S&P
believes the company is no longer on a path to reduce leverage
meaningfully.  For the company to achieve a stable outlook it
would have to demonstrate the ability to meet the 7x maximum
leverage by 2014 based on operating trends and S&P's assumptions
for significant EBITDA growth.


DAYTOP VILLAGE: Has $2-Mil. to Offset Effects of Sandy
------------------------------------------------------
Daytop Village Foundation Incorporated, et al., obtained approval
last month of their motion to use additional cash collateral of
$2 million from the proceeds of an assets sale for use as working
capital necessary to stem losses from Hurricane Sandy.

The Debtors said in court papers they are well on their way to
successfully emerging from chapter 11, having (i) formulated and
begun implementation of a comprehensive business plan, (b)
obtained necessary regulatory approvals with respect to certain
critical aspects of the business plan from OASAS (agent for the
Dormitory Authority of the State of New York), (c) filed a
disclosure statement and chapter 11 plans of reorganization, (d)
reached agreement with the Committee on the treatment of the
claims of unsecured creditors in these cases that will result in
the Committee supporting the Plan (after it is modified to reflect
the terms of such agreement), and (e) been engaged in ongoing
negotiations with the prepetition lenders to reach agreement as to
their treatment under the Plan and obtain their support for
confirmation of the Plan once modified to reflect such treatment.

The Debtors had hoped to achieve a comprehensive agreement between
the Official Committee of Unsecured Creditors and Prepetition
Lenders prior to filing the Plan, but given the protracted length
of the negotiations to date (due to a variety of factors) and the
impending expiration of the Debtors' exclusive period to file the
Plan on Jan. 10, 2013, the Debtors determined it was critical to
file the Plan by that date and proceed on a dual track of (i)
continued negotiations in an effort to obtain support for the Plan
from the Committee and the senior lenders and (ii) moving forward
with the Plan confirmation process (preferably on a consensual
basis, but on a non-consensual basis if necessary).

Pursuant to the business plan, the Debtors anticipated emerging
from chapter 11 no later than March 2013 and having full access to
the entire $7.9 million in proceeds from the Debtors' sale of
their former headquarters building located at 54 West 40th Street,
New York, New York.  The Debtors expected to use the Net Proceeds
to, inter alia, (i) pay down the approximately $3.5 million
outstanding under the Prepetition Lenders' DIP Facility, (ii) fund
post-emergence losses as are projected under the Business Plan,
and (iii) make all payments required to be made in order to
confirm the Plan.

The Debtors were compelled to seek approval to immediately
withdraw $2 million of the Net Proceeds for use as working capital
as a result of (a) the severe losses the Debtors have sustained
due to the effects of Hurricane Sandy, including (i) significant
damage to many of the Debtors' facilities, (ii) a large decline in
revenue due to a reduction in client census as a result of Sandy,
(iii) significant additional costs incurred in providing care to
the Debtors' clients both during and after Sandy, including moving
patients to other facilities and preparing damaged or shut down
facilities for reopening, and (b) the lengthier than hoped for
time that the Debtors have remained in chapter 11, which has
caused the Debtors to incur additional administrative and other
costs not projected in the Business Plan and to incur operating
losses that were anticipated to have been incurred post-emergence.

The total outstanding principal prepetition obligation owed to the
lenders as of Dec. 31, 2012 is $15,044,546, plus $3.5 million owed
to the lenders pursuant to the DIP Facility provided by the
prepetition lenders.

As adequate protection against any diminution in value, the
prepetition lenders are granted postpetition security interest and
liens, and superpriority claims to the extent the adequate
protection liens are not adequate.

                       About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012, has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DAYTOP VILLAGE: DVI Unsecureds to Recover 17.5% and 21.8% in Plan
-----------------------------------------------------------------
Daytop Village Foundation Incorporated, et al., say they have a
Plan of Reorganization, as amended, that will preserve their
business operations and going concern value, will be funded by way
of the Debtors' cash on hand (including the 40th Street net
proceeds), revenues from ordinary course operations, and proceeds
of strategic asset sales, including the Brooklyn net proceeds.

There will be no substantive consolidation of the Debtors' estates
under the Plan.

According to the Disclosure Statement, all holders of (i)
Prepetition Secured Lender Claims (owed approximately $32,786,655
as of the Petition Date) will receive the Prepetition Lender Term
Notes, (ii) Prepetition Secured Lender Claims against Foundation
will receive (in addition to the Prepetition Lender Term Note)
from Reorganized Foundation the Brooklyn Net Proceeds (which
proceeds will reduce the amounts outstanding under the Prepetition
Lender Term Notes); and (iii) Allowed Other Secured Claims will
receive either the collateral securing such Allowed Other Secured
Claim or reinstatement and cure of its agreement with Foundation
and/or DVI, as applicable.

Each Holder of (i) an Allowed General Unsecured Claims against DVI
(owed $16,000,000 to $20,000,000) will receive its Pro Rata Share
of (a) the DVI Unsecured Note Payments and (b) the Springwood Net
Proceeds; provided however, that the Debtors will be entitled to
retain a portion of the Springwood Net Proceeds equal to the
Excess Principal Payments; and (ii) Allowed General Unsecured
Claims against Foundation (owed $135,000 to $650,000) at its sole
and absolute discretion to be made pursuant to the Election
Notice, will elect to receive either (a) deferred cash payments
equal to 100% of the Allowed Amount of such Claim over 5 years,
(the "DVF Quarterly Payment Option") or (b) payment in full in
Cash of 25% its claim not later than 60 days following the
Effective Date, in full and final satisfaction of such claim (the
"Lump Sum Option").

Recovery for Allowed General Unsecured Claims against DVI is
estimated to be between 17.5% and 21.8%.  Recovery for Allowed
General Unsecured Claims against Foundation is 100%.

All Intercompany Claims (owed $23,401,955) will be unaffected by
the Plan or Confirmation thereof, but Holders of Allowed
Intercompany Claims (i) will not receive any distributions under
the Plan and (ii) will not receive any payments in respect of such
Intercompany Claims until the DVI Unsecured Creditors Note is paid
in full.

A copy of the Disclosure Statement for the Debtors' First Amended
Plan is available at http://bankrupt.com/misc/daytop.doc561.pdf

                       About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DCB FINANCIAL: John Ustaszewski Ceases to Serve as CFO
------------------------------------------------------
John Ustaszewski, chief financial officer of DCB Financial Corp.
and its wholly-owned subsidiary, The Delaware County Bank and
Trust Company, is no longer employed by the Company or the Bank
effective March 1, 2013.  The Company has initiated a search for a
successor to Mr. Ustaszewski.  In the interim, Mr. Ustaszewski's
responsibilities will be performed by the Company's staff.

Any inquiries should be directed to Mr. Ronald J. Seiffert,
President and Chief Executive Officer of the Company and the Bank.

                        About DCB Financial

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

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

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

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

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

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

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


DRT PROPERTIES: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: DRT Properties, LLC
        8350-C Arrowridge Blvd.
        Charlotte, NC 28273

Bankruptcy Case No.: 13-30422

Chapter 11 Petition Date: March 1, 2013

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Laura T. Beyer

Debtor's Counsel: Bryan W. Stone, Esq.
                  STONE & WITT, P.A.
                  301 S. McDowell St.
                  Suite 1000
                  Charlotte, NC 28204
                  Tel: (704) 333-5184
                  Fax: (704) 333-5185
                  E-mail: bstone@swlawnc.com

Scheduled Assets: $1,803,253

Scheduled Liabilities: $1,810,699

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/ncwb13-30422.pdf

The petition was signed by David Tatanish, member.


DUQUESNE LIGHT: Moody's Hikes Sr. Unsecured Debt Rating From Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Duquesne Light
Holdings, Inc. to Baa3 senior unsecured from Ba1 and Duquesne
Light Company to Baa1 Issuer Rating from Baa2. This rating action
completes the review of these ratings initiated on November 8,
2012. The outlook for both issuers is stable.

Ratings Rationale:

"T[he] positive rating action takes into consideration the
approval of Duquesne Light Company's new default service plan, the
removal of the MAC clause from Duquesne's bank credit facilities
and the expectation of continued improvement in the parent
company's credit metrics," said Moody's Analyst John M. Grause.

In late January, DLC received approval of its new default service
plan, which will utilize an RFP-auction process to secure
electricity for all non-shopping customers from June 1, 2013
through May 31, 2015. The new default service plan eliminates
price and volume risk for DLC, reducing its business risk profile.

The rating upgrades also incorporate DLH and DLC's recent
amendments to their credit facilities to the effect that both
companies will no longer have to represent that there has been no
material adverse change before each draw. Such a clause can
potentially restrict access to liquidity when a company needs it
most and is not typically characteristic of an investment grade
issuer.

DLH's credit metrics continuing improvement also factor into its
rating upgrade. DLH has exhibited credit metrics that have
modestly increased since the acquisition in 2007, rising to levels
reasonably close to the lower range of Moody's Baa rating
parameters under the Regulated Electric and Gas Utility
Methodology. Over the past few years DLH has improved CFO pre-W/C
to debt from the 9-10% range to 11.9% at FYE 2011. Moody's expects
DLH's credit metrics to continue increasing to the low investment
grade range over the next few years.

Ratings upgraded include DLH's senior unsecured to Baa3 from Ba1
and DLC's senior secured to A2 from A3; Issuer Rating to Baa1 from
Baa2; and preferred stock to Baa3 from Ba1.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.

Headquartered in Pittsburgh, Pennsylvania, Duquesne Light
Holdings, Inc. is a holding company that generates the majority of
its earnings and cash flow from its wholly owned subsidiary,
Duquesne Light Company. Duquesne Light Company is a regulated
electric transmission and distribution company that serves
approximately 588,000 residential and small commercial customers
in and around the city of Pittsburgh and into southwestern
Pennsylvania.


EARTHLINK INC: Moody's Withdraws 'Ba3' Rating on New Revolver
-------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 ratings on
EarthLink, Inc.'s proposed $150 million revolving credit facility
due 2017 and $300 million senior secured term loan B due 2019
following the company's announcement that it has discontinued the
debt offering due to market conditions.

The proposed revolver would have replaced the existing $150
million revolver maturing May 2015 (unrated). Proceeds from the
proposed term loan would have been used to redeem the 10.5%
ITC^DeltaCom senior notes due 2016 (approximately $292 million
outstanding) once they become callable in April 2013. Given that
the proposed offering was intended to replace existing debt on a
dollar for dollar basis, EarthLink's other ratings remain
unaffected.

Ratings Withdrawn:

Issuer: EarthLink, Inc.

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

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

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

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


EASTMAN KODAK: Asks for Court OK of Revised Citi Agreement
----------------------------------------------------------
Eastman Kodak Co. asks the U.S. Bankruptcy Court for the Southern
District of New York to approve changes to the agreement it signed
with Citigroup Global Markets Inc. in connection with its
postpetition financing.

The companies revised the original agreement in connection with
the amendment of the terms governing the postpetition financing,
which a group of lenders agreed to provide to Kodak.  The original
agreement, which expired on Feb. 28, authorized Citigroup to
solicit consents of those lenders to consummate the financing.

The revised agreement requires payment of a portion of the
remaining arrangement fee due to Citigroup upon its approval by
the bankruptcy court rather than upon effectiveness of the amended
postpetition financing.  It also requires Kodak to pay a
contingency fee to each lender that consents to the amendment of
the financing terms.

The revised agreement must be approved by U.S. Judge Allan Gropper
by March 8.  If Kodak fails to get the judge's approval by that
date, Citigroup's obligations under the revised agreement will
terminate unless it agrees to an extension.

As reported on March 4 by the Troubled Company Reporter, Kodak
reached an agreement with the Steering Committee of the Second
Lien Noteholders to amend the terms for a previously-announced
interim and exit financing package.

As part of the agreement, certain terms of the financing have been
amended.  Kodak now is committed to achieving at least $600
million in cash proceeds through the disposition of any
combination of specified non-Commercial Imaging assets, which
include its Document Imaging and Personalized Imaging businesses,
and trademarks and related rights.

Kodak anticipates closing the financing in mid to late March,
subject to the prior approval of the Bankruptcy Court.

                        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.


EDIETS.COM INC: Stockholders Approve Merger with ASTV
-----------------------------------------------------
At the eDiets.com, Inc.'s special meeting of stockholders held on
Feb. 27, 2013, the stockholders approved the adoption of the
merger agreement with As Seen On TV.

Under the terms of the agreement, ASTV will issue 19,077,252
shares of its common stock in exchange for all of the issued and
outstanding shares of eDiets common stock.  Based on the number of
shares that eDiets expects to have outstanding at the effective
date of the merger, the Company expects that each eDiets.com
stockholder will receive 1.2667 shares of ASTV common stock for
each share of eDiets.com common stock.

                            About eDiets

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

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

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

                         Bankruptcy Warning

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

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


ELLEN TRACY: Reaches $20MM Accord With Wells Fargo et al.
---------------------------------------------------------
Reuters' Nick Brown reports that Ellen Tracy settled a lawsuit
against its former owners and lender Wells Fargo over a 2008 asset
purchase from Liz Claiborne.  According to the report, settlement
papers filed Feb. 27 in U.S. Bankruptcy Court in Manhattan
indicate that:

     -- Wells Fargo will pay $750,000 to the Ellen Tracy
        estate and waive another roughly $10 million in legal
        claims, and

     -- "non-bank" defendants will pay $2.75 million to the
        estate and waive $6.5 million in claims.

The report says the non-bank defendants include Hilco, one of the
investment firms that acquired Ellen Tracy, a former unit of
fashion company Liz Claiborne, in 2008.  The total value of the
settlement to the defunct Ellen Tracy brand is about $20 million.

The report recounts Al Togut, Esq., at Togut Segal & Segal, who is
in charge of liquidating the company, had sued Hilco, Wells Fargo
and others for breaching their fiduciary duties in the acquisition
and management of Ellen Tracy.  He alleged Hilco made Ellen Tracy
insolvent from the outset by making it a co-obliger on $32 million
in debt that belonged to another entity owned by the same
investment group.

                       About Ellen Tracy LLC

Ellen Tracy LLC was a New York-based maker of women's dresses,
eyewear and luggage which started as a blouse company in 1949,
selling a dozen shirts for $36.  In February 2008, Liz Claiborne
Inc. sold the Ellen Tracy brand to investors including former
Bloomingdale's Chairman Marvin Traub and Barry Sternlicht, the
real-estate investor who heads Starwood Capital Group LLC.
The buyers paid $27.3 million in cash, and agreed to pay another
$15 million, depending on Ellen Tracy's performance through 2012.
The purchasers also include Radius Partners LLC and Windsong
Brands LLC's William Sweedler.

Shanghai K&J Apparel Co., Chinamine Trading and Excellent Jade
Ltd. -- owed a total of $3.8 million by Ellen Tracy -- filed a
bankruptcy petition to send the Company to Chapter 7 liquidation.
The petition was filed in Manhattan (Bankr. S.D.N.Y. Case No.
09-14994).


EMMIS COMMUNICATIONS: Annual Shareholders Meeting Set for July 10
-----------------------------------------------------------------
The Board of Directors of Emmis Communications Corporation
established July 10, 2013, as the date of the Emmis annual meeting
of shareholders.  Shareholders of record on May 2, 2013, will be
entitled to notice of and vote at this meeting.

Pursuant to Section 2.11 of the Emmis Second Amended and Restated
Bylaws, the deadline for receipt by Emmis of notice of shareholder
nominations for the election of directors or shareholder proposals
for any new business to be taken up at the annual meeting is the
close of business on March 11, 2013, which is 10 days after the
date of this first public announcement of the date of the annual
meeting.

                     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.


EMPRESAS OMAJEDE: Hires Nelson Galarza as Financial Advisor
-----------------------------------------------------------
Empresas Omajede Inc. asks the U.S. Bankruptcy Court for the
District of Puerto Rico for permission to employ Nelson E. Galarza
as financial advisor.

Mr. Galarza will assist the Debtor in the financial restructuring
of its affairs by providing advice in strategic planning and the
preparation of the Debtors' plan of reorganization and disclosure
statement, and determination of the Debtor's assets; and
participating in the Debtor's negotiations with creditors.

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

Mr. Galarza's rate is $125 per hour.  An associate, CPA Irma M.
Mora, will charge $100 per hour.

The financial consultant can be reached at:

         Nelson E. Galarza, CPA
         Urb. Belisa, 1536 Calle Bori,
         San Juan, PR
         Tel: 787-758-2218
         E-mail: nelson.galarza.mora@gmail.com

Empresas Omajede Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Patricia I. Varela, Esq., and the law firm of Charles A. Cuprill,
PSC, serve as counsel.

The Debtor disclosed $5,613,568 in assets and $98,762,700 in its
schedules.  The Debtor is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at La
Ectronica Building, 1608 Bori St., in San Juan, Puerto Rico.


ENDO HEALTH: Moody's Alters Outlook to Negative & Keeps 'Ba2' CFR
-----------------------------------------------------------------
Moody's Investors Services affirmed the ratings of Endo Health
Solutions Inc. including the Ba2 Corporate Family Rating and Ba2-
PD Probability of Default Rating. At the same time, Moody's
revised Endo's rating outlook to negative from stable. Moody's
also affirmed Endo's senior secured bank facilities at Baa3,
senior unsecured notes at Ba3 and the SGL-2 Speculative Grade
Liquidity Rating.

Ratings affirmed:

  Ba2 Corporate Family Rating

  Ba2-PD Probability of Default Rating

  Baa3 (LGD2, 19%) Senior secured revolving credit facility

  Baa3 (LGD2, 19%) Senior secured Term Loan A

  Baa3 (LGD2, 19%) Senior secured Term Loan B

  Ba3 (LGD5, 71%) Senior unsecured notes

  SGL-2 Speculative Grade Liquidity Rating

The outlook revision to negative from stable reflects rising
exposure to vaginal mesh product safety litigation as well as
continuing challenges in restoring organic growth rates. Endo
disclosed approximately 5,100 mesh lawsuits as of February 2013,
compared to 2,960 lawsuits as of October 31, 2012. Meanwhile,
growth challenges will persist beyond the upcoming introduction of
a Lidoderm generic expected in September 2013 because of various
pressures and uncertainties affecting key Endo products. These
include the recent launch of generic, non-tamper resistant (non
AB-rated) Opana ER, the potential for a second generic competitor
to launch Lidoderm, and challenges in growing women's health
sales. Amidst these uncertainties, Endo recently underwent a
change in the CEO position. Although it is too early to assess the
implications of the transition, Moody's believes that shifts in
strategic direction cannot be ruled out.

Ratings Rationale:

Endo's Ba2 Corporate Family Rating reflects its modest size and
scale relative to larger pharmaceutical peers, partially offset by
the company's solid market positioning as a niche player in the
pain market and by its revenue diversity across branded drugs,
generic drugs and medical devices and services. Endo's expertise
in pain drugs and its good compliance with US Drug Enforcement
Agency regulations act as high barriers to entry, also a credit
strength. However, the ratings also reflect limited geographic
diversity with a substantial majority of Endo's sales derived in
the US. Concentration in Lidoderm is high at over 30% of net sales
(albeit declining as a portion of the total), a constraint on the
rating given a generic entrant will enter the market in September
2013 per a settlement agreement with Actavis. Debt/EBITDA of
approximately 3.1 times is somewhat high given Endo's revenue
concentration in Lidoderm and its exposure to litigation including
the unresolved Department of Justice (DOJ) investigation into
promotional practices for Lidoderm and a rising number of vaginal
mesh product liability cases.

Moody's expects Endo to continue deleveraging towards its publicly
stated target of debt/EBITDA of below 2.5 times, calculated on a
basis that nets $250 million of cash.

Endo's SGL-2 speculative grade liquidity rating reflects Moody's
expectation for good free cash flow, an undrawn $500 million
revolving credit facility, and adequate cushion under financial
covenants that tighten during 2013. Liquidity will be negatively
impacted in 2013 by a $102 million payment to Impax Laboratories,
and potentially by the DOJ investigation into Lidoderm marketing
practices. Endo recently increased its reserve related to this
matter from $53 million to $194 million.

Although not expected in the near term, Moody's could upgrade
Endo's ratings if the company substantially increases its size,
scale and diversification while sustaining conservative credit
metrics including gross debt/EBITDA below 2.5 times. Further,
uncertainties related to the impact of vaginal mesh litigation
would need to be clearer. Conversely, Moody's could downgrade
Endo's ratings if gross debt/EBITDA is sustained above 3.0 times.
This scenario could occur if Endo ceases debt repayment, performs
debt-financed M&A, or faces substantial litigation cash outflows.

Headquartered in Malvern, Pennsylvania, Endo Health Solutions is a
U.S.-focused specialty healthcare company offering branded and
generic pharmaceuticals, medical devices and services. Endo's key
areas of focus include pain management, urology, oncology and
endocrinology. In 2012 Endo reported net revenues of approximately
$3.0 billion.

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


FLINTKOTE COMPANY: Parties Agree on District Review of Plan Order
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation that resolves a bid by Imperial Tobacco Canada Limited
Imperial Tobacco Canada Limited and certain wholly-owned
subsidiaries, including Genstar Corporation, for a District Court
review of the Bankruptcy Court's order confirming The Flintkote
Company, et al.'s Plan of Reorganization.

The stipulation was entered among the Debtors, ITCAN, the Asbestos
Personal Injury Claimants, and James J. McMonagle, in his capacity
as Future Claimants Representative.

As reported in the TCR on Feb. 20, 2013, Judge Fitzgerald has
confirmed the Debtors' Amended Joint Plan of Reorganization, which
deals with asbestos personal injury claims.  The Plan is supported
by the Official Committee of Asbestos Personal Injury Claimants
and the Future Claimants' Representative.  Judge Fitzgerald's
findings that the Plan complies with Sections 1129 and 524(g) in
all respects still needs to be affirmed by the District Court.

ITCAN expressed that it wanted a review of the confirmation
opinion and confirmation order through an appeal.  The Plan
Proponents wished to avoid post-trial motion practice and further
wished to reach an agreement on the standard of review applicable
to the Bankruptcy Court's findings of fact.

In this relation, ITCAN and the Plan Proponents have reached an
agreement on the procedure for the District Court Review that
provides for an orderly, efficient and timely review process.
The stipulation provides for, among other things:

   1. All findings of fact of the Bankruptcy Court will be subject
      to the "clearly erroneous" standard of review by the
      District Court.

   2. Neither ITCAN nor any of the Plan Proponents will request an
      evidentiary hearing or affirmatively seek to reopen the
      evidentiary record before the District Court.  The parties
      agree that, absent request for an evidentiary hearing or
      supplementation of the evidentiary record as raised sua
      sponte by the District Court, the District Court Review will
      be based solely on the record before the Bankruptcy Court
      and the briefing contemplated in the stipulation.

Original and Amended Copies of the stipulation are available for
free at:

http://bankrupt.com/misc/FLINTKOTECOMPANY_plan_stipulation.pdf
http://bankrupt.com/misc/FLINTKOTECOMPANY_plan_stipulation_b.pdf

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.


FLORIDA GAMING: Stockholders OK Sale of Subsidiary to Silvermark
----------------------------------------------------------------
At the Special Meeting of Stockholders of Florida Gaming
Corporation held on Feb. 25, 2013, the stockholders:

    (i) approved the sale of all of the issued and outstanding
        stock of the Company's wholly owned subsidiary, Florida
        Gaming Centers, Inc., as contemplated by the Stock
        Purchase Agreement by and among the Company, Florida
        Gaming Centers, Inc., and Silvermark LLC dated as of
        Nov. 25, 2012; and

   (ii) approved the adjournment or postponement of the Special
        Meeting, if necessary or appropriate, to solicit
        additional proxies if there were insufficient votes at the
        time of the Special Meeting to approve the Sale Proposal.

Because the Company's stockholders have approved the Sale
Proposal, under Section 4.08 of the Stock Purchase Agreement, the
Company no longer has the right to entertain alternative
acquisition proposals for the Company or for Centers.  The Company
hopes to consummate the transactions contemplated by the Stock
Purchase Agreement during the second quarter of 2013.

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

The Company reported a net loss of $21.76 million in 2011,
compared with a net loss of $4.84 million in 2010.

As of June 30, 2012, the Company was in default on an $87,000,000
credit agreement regarding certain covenants.  The Company's
continued existence as a going concern is dependent on its ability
to obtain a waiver of its credit default and to generate
sufficient cash flow from operations to meet its obligations.

After auditing the 2011 results, King & Company, PSC, in
Louisville, Kentucky, noted that the Company has experienced
recurring losses from operations, cash flow deficiencies, and is
in default of certain credit facilities, all of which raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at Sept. 30, 2012, showed $77.40
million in total assets, $116.43 million in total liabilities and
a $39.02 million total stockholders' deficit.


FLORIDA'S COMPETITIVE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Florida's Competitive Edge, Inc.
        aka FC Edge, Inc.
        7108 S. Kanner Highway
        Stuart, FL 34997

Bankruptcy Case No.: 13-14843

Chapter 11 Petition Date: March 1, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Nadine V. White-Boyd, Esq.
                  11382 Prosperity Farms Rd. #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  E-mail: nwbbnk@fwbpa.com

Scheduled Assets: $54,707

Scheduled Liabilities: $1,583,334

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

The petition was signed by Tina Luce, president.


FNB UNITED: Bank of Granite Cease and Desist Order Lifted by FDIC
-----------------------------------------------------------------
The Bank of Granite announced that the FDIC has terminated its
Cease and Desist Order issued against the Bank, effective Feb. 27,
2013.

The Order, which had been issued on Aug. 17, 2009, pursuant to a
Stipulation and Consent of an Issuance of An Order to Cease and
Desist, with the FDIC and the North Carolina Commission of Banks,
dated Aug. 12, 1009, had among other things, included a capital
directive that required Granite to maintain total capital at least
equal to 12% of risk-weighted assets and Tier 1 leverage capital
at least equal to 8% of adjusted total assets.  It also required
Granite to develop and maintain various policies and procedures to
improve Granite's asset quality, by reducing classified assets and
concentrations of credit, improve liquidity, contingency funding
and asset liability management, implement effective written
lending and collection policies and develop and submit a long term
written strategic plan and budget.

"We are very pleased that the FDIC has determined to take this
action acknowledging the progress we are making to restore the
Bank to financial health," said Brian Simpson, chief executive
officer of Bank of Granite and its parent, FNB United Corp.
(Nasdaq:FNBN).  "Our entire organization has been working hard to
restore the Bank to a solid position, and we will continue to
adhere to the policies, procedures and processes we put in place
to reduce problem assets, improve asset quality and enhance bank
operations.  These are all sound principles in running a quality
organization."

"Our goals since we acquired Granite and recapitalized it with $55
million in new capital have been to complete the credit clean-up,
return the bank to service in its community and integrate
flawlessly with our other bank subsidiary, CommunityOne Bank,"
said Bob Reid, President of Bank of Granite and its parent, FNB
United Corp.  "This development will allow us to complete these
goals."

While the Order has been terminated, Granite has continuing
obligations to adhere to regulatory requirements relating to,
among other things, maintenance of capital in excess of regulatory
minimums, continued reduction of classified assets, improvements
in asset quality and enhancement of bank operations that continue
to warrant improvement.

Bank of Granite and CommunityOne Bank, N.A., are subsidiaries of
the Asheboro, NC-based bank holding company, FNB United Corp.
Opened in 1906, Bank of Granite operates 17 branches in seven
North Carolina counties - Burke, Caldwell, Catawba, Iredell,
Mecklenburg, Watauga and Wilkes.  Opened in 1907, CommunityOne
operates 44 branches in 37 communities throughout central,
southern and western North Carolina.  Bank of Granite and
CommunityOne are full-service banks, Equal Housing Lenders and
members of the FDIC.

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB United reported a net loss of $137.31 million in 2011, a net
loss of $131.82 million in 2010, and a net loss of $101.69 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.23 billion in total assets, $2.13 billion in total liabilities,
and $106.87 million in total shareholders' equity.


FUELSTREAM INC: Summit Trading Holds 7.8% Stake at Feb. 25
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Summit Trading Limited disclosed that, as of
Feb. 25, 2013, it beneficially owns 1,015,889 shares of common
stock of Fuelstream, Inc., representing 7.8% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/r6s6gD

                         About Fuelstream

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

Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has negative working capital, negative cash flows from
operations and recurring operating losses.

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


GARLOCK SEALING: Wins Access to Asbestos Bankruptcies on Appeal
---------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a Delaware federal
judge on Friday opened up asbestos claim records from numerous
bankruptcies to Garlock Sealing Technologies LLC, finding that a
bankruptcy court "erred and abused its discretion" in denying
access to the company.

The report related that in a 38-page opinion, U.S. District Judge
Leonard P. Stark found that the sealed claim information submitted
by lawyers for asbestos plaintiffs in the nine bankruptcies dating
back to 2000 -- including W.R. Grace & Co. and Armstrong World
Industries Inc. -- were, in fact, judicial records that need to be
disclosed.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.

Garlock said in the Disclosure Statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.


GENOIL INC: Amends 2011 Form 20-F for Clarifications
----------------------------------------------------
Genoil Inc.'s consolidated financial statements for the year ended
Dec. 31, 2011, together with the Independent Auditors' Report of
Registered Public Accounting Firm, were being re-filed to make
certain non-material clarification changes, specifically, adding
the following wording after the references to the International
Financial Reporting Standards "...as issued by the International
Accounting Standards Board", replacing the word "significant" with
"substantial" in the Emphasis of Matter paragraph and adding
reference to "...the Standards of the Public Company Accounting
Oversight Board (United States)" in the Auditors' Responsibility
paragraph of the Independent Auditors' Report of Registered Public
Accounting Firm, in order to address requirements of the United
States Securities & Exchange Commission.

In addition, reconciliation of other comprehensive income is now
included in Note 24(c).  No other changes have been made to the
consolidated financial statements and the amended consolidated
financial statements reflect the events as of the original filing
date and do not reflect events that may have occurred subsequent
to the original filing date, and do not modify or update in any
way the other disclosures made in the consolidated financial
statements.

A copy of the Form 20-F, as amended, is available at:

                        http://is.gd/CtrAt6

                         About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada.  The Company has developed innovative hydrocarbon and oil
and water separation technologies.

The Company specializes in heavy oil upgrading, oily water
separation, process system optimization, development, engineering,
design and equipment supply, installation, start up and
commissioning of services to specific oil production, refining,
marine and related markets.

The Company's balance sheet at Sept. 30, 2012, showed
C$4.42 million in total assets, C$4.67 million in total
liabilities, and a $251,869 deficit.

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its technologies, and obtaining the
necessary financing in order to develop these technologies
further.  The outcome of these matters cannot be predicted at this
time.  The Company will continue to review the prospects of
raising additional debt and equity financing to support its
operations until such time that its operations become self-
sustaining, to fund its research and development activities and to
ensure the realization of its assets and discharge of its
liabilities.  While the Company is expending its best efforts to
achieve the above plans, there is no assurance that any such
activity will generate sufficient funds for future operations,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.


GEORGES MARCIANO: Creditors Panel Lacks Standing to Appeal
----------------------------------------------------------
District Judge A. Howard Matz dismissed an appeal by the Official
Committee of Unsecured Creditors from an order of the bankruptcy
court denying, in part, a motion filed by the Chapter 11
bankruptcy trustee that sought to require counsel for Guess? Co-
founder Georges Marciano to file retroactive employment and fee
applications for the period in which the involuntary Chapter 11
petition was pending, known as the "Gap Period."  The bankruptcy
court ruled that Mr. Marciano's counsel would not be required to
file applications for this period.  Although the Chapter 11
Trustee declined to appeal that ruling, the Committee seeks to
overturn it.  According to Judge Matz, the Committee lacks
standing because it did not join in the Chapter 11 Trustee's
motion or otherwise voice its support for the motion before the
bankruptcy court issued its ruling.

Pursuant to a court order, Hill Farrer & Burrill, a law firm
representing Mr. Marciano, filed an employment application for the
period starting with the entry of the order of relief and ending
with the Chapter 11 Trustee's appointment -- DIP Period -- but did
not file an employment application for the Gap Period.

The case before the District Court is, In re MARCIANO, No. CV 12-
2978-AHM (C.D. Calif.).  A copy of the Court's Feb. 27 decision is
available at http://is.gd/ma8kcffrom Leagle.com.

                      About Georges Marciano

Georges Marciano is the co-founder of the apparel company Guess?,
Inc. and an investor in various companies and real estate
ventures.  Three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.  The bankruptcy
court appointed David K. Gottlieb as the trustee of Mr. Marciano's
bankruptcy estate on March 7, 2011.


GLOBAL SHIP: CMA CGM Owns 46.6% of Class A Shares at Feb. 11
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, CMA CGM S.A. and Jacques R. Saade disclosed
that, as of Feb. 11, 2013, they beneficially own 23,610,550 shares
of Class A common shares of Global Ship Lease, Inc., representing
46.6% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/R7aJ9I

                     About Global Ship Lease

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

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

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

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


GLOBAL SHIP: Amends Registration Rights Agreement with CMA CGM
--------------------------------------------------------------
Global Ship Lease, Inc., entered into an amendment to the
registration rights agreement to, among other things, facilitate
the pledge of shares by CMA CGM.  A copy of the First Amendment is
available for free at http://is.gd/YWQy0v

                      About Global Ship Lease

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

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

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

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


GLOBALSTAR INC: Sr. Note Holders Have Right to Require Repurchase
-----------------------------------------------------------------
Globalstar, Inc. on March 4 disclosed that pursuant to the terms
of the First Supplemental Indenture dated as of April 15, 2008,
holders of Globalstar's 5.75% Convertible Senior Notes due 2028
(cusip number:378973 AA 9) have the right to surrender their
Securities for purchase by Globalstar on April 1, 2013.  The Put
Option expires at 5:00 p.m. on March 29, 2013.  The purchase is
being made on the terms and subject to the conditions set forth in
the Put Right Purchase Offer dated March 4, 2013.

The Put Option entitles each holder of the Securities to surrender
to Globalstar for purchase all or any part (in increments of
$1,000) of the holder's Securities at a purchase price payable in
cash equal to 100% of the principal amount.  A holder must
surrender the Securities to U.S. Bank National Association in
order to receive payment of the purchase price. All Securities
surrendered for purchase must be delivered through Depository
Trust Company's Automatic Tenders over the Participant Terminal
System.  Globalstar is required to pay on the Purchase Date for
all Securities validly surrendered and delivered.

A Holder who wishes to tender Securities pursuant to the Put Right
Purchase Offer and whose Securities are held by a broker, dealer,
commercial bank, trust company or other nominee must contact such
nominee if such Holder desires to surrender the Holder's
Securities and instruct the nominee to surrender the Securities
for purchase on the Holder's behalf through the transmittal
procedures of DTC on or prior to 5:00 p.m., New York City time, on
the Expiration Date.

A Holder who is a DTC participant who wishes to tender Securities
pursuant to the Put Right Purchase Offer must surrender to
Globalstar such Holder's beneficial interest in the Securities by:

-- delivering to the Paying Agent's account at DTC through DTC's
book-entry system the Holder's beneficial interest in the
Securities on or prior to 5:00 p.m., New York City time, on the
Expiration Date; and

-- electronically transmitting the Holder's acceptance through
DTC's PTS, subject to the terms and procedures of that system on
or prior to 5:00 p.m., New York City time, on the Expiration Date.

Globalstar is required to pay the purchase price solely in cash.
If all outstanding Securities are surrendered for purchase
pursuant to the Put Option, the aggregate purchase price will be
approximately $71.8 million.  Although Globalstar does not expect
all of the holders to surrender their Securities, Globalstar does
not have sufficient liquidity to repurchase all of the holders'
Securities at a purchase price payable in cash equal to 100% of
the outstanding principal amount.

Holders that do not surrender their Securities for purchase
pursuant to the Put Option will maintain the right to convert
their Securities, subject to the terms, conditions and adjustments
applicable to the Securities.  The Base Conversion Rate, as
defined in the Indenture, is currently 166.11296 shares of
Globalstar's common stock per $1,000 principal amount of
Securities.

Also in accordance with the terms of the Securities, each holder
of record of the Securities as of March 15, 2013 is entitled to
receive payment on April 1, 2013 of the regularly scheduled
interest payment for interest accrued up to, but not including,
the Purchase Date, whether or not the holder surrenders any
Securities pursuant to the Put Offer. Unless the Company defaults
in making payment of the Put Right Purchase Price for Securities
that have been validly surrendered, interest on tendered
securities will cease to accrue on and after the Repurchase Date.

The opportunity to surrender Securities for purchase pursuant to
the Put Option will commence on Monday, March 4, 2013, and will
terminate at 5:00 p.m., New York City time, on the Expiration
Date. Holders may withdraw any Securities previously surrendered
for purchase at any time prior to 5:00 p.m., New York City time,
on Friday, March 29, 2013.  Securities surrendered pursuant to the
Put Option may only be converted into shares of Globalstar common
stock if they are validly withdrawn before Friday, March 29, 2013.

In order to withdraw surrendered Securities, a Holder must
deliver, or cause to be delivered, a valid withdrawal request
through the Automated Tender Offer Program system from the
tendering DTC participant before 5:00 p.m., New York City time, on
March 29, 2013. The withdrawal notice must:

-- specify the DTC Voluntary Offer Instruction Number, the name of
the participant for whose account the Securities were tendered and
the participant's account number at DTC to be credited with the
withdrawn Securities;

-- contain a description of the Securities to be withdrawn
(including the principal amount to be withdrawn); and

-- be submitted through the DTC PTS system by the participant
under the same name as the participant's name is listed in the
original tender, or be accompanied by evidence satisfactory to the
Company that the person withdrawing the tender has succeeded to
the beneficial ownership of the Securities.

The address of the Paying Agent is 425 Walnut Street, CN-OH-W6CT,
Cincinnati, OH 45202. The Paying Agent is also the Conversion
Agent.

Globalstar will file a Tender Offer Statement on Schedule TO,
which shall include the Purchase Offer related to the Put Option,
with the Securities and Exchange Commission later on March 4.  In
addition, documents specifying the terms, conditions and
procedures for surrendering and withdrawing Securities for
purchase will be available through the Paying Agent. Neither
Globalstar nor its board of directors or employees have made or
are making any representation or recommendation as to whether or
not any holder should surrender any Securities.

                         About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

                           *     *     *

As reported by the Troubled Company Reporter on June 13, 2012,
Globalstar Inc. announced on May 16, 2012, the decision of the
arbitrators in the commercial arbitration concerning its 2009
satellite manufacturing contract with Thales Alenia Space France.

Although the Company and Thales may agree to other terms,
the arbitrators' ruling requires Globalstar to pay Thales
approximately EUR53 million in Phase 3 termination charges by
June 9, 2012.  The Company disputes the merits of the Award and is
currently considering its options to oppose, seek to vacate, or
otherwise challenge the Award.

On June 11, Globalstar said it did not make payment of the Award
to Thales on or prior to June 9.  As a result, among other things,
the Award has begun to accrue simple interest.  The Company
continues to engage in discussions with Thales in an effort to
reach a consensual resolution.

On May 23, 2012, Thales commenced an action in the District Court
for the Southern District of New York by filing a petition to
affirm the Award.  The Company is currently in negotiations with
Thales in an effort to reach an amicable resolution of their
disputes.  In the event the parties fail to reach such an
agreement, the Company currently intends to move to vacate the
Award.

On the same date that Thales commenced the New York Proceeding,
Thales sent a notice to the agent under the Company's secured bank
facility, pursuant to section 2.3 of a Direct Agreement between
Thales, Globalstar, and the Agent, dated June 5, 2009, notifying
the Agent, among other things, of the Award, that it deems the
failure to pay the Award a default under the Construction
Agreement, and that it is reserving all of its rights under the
Direct Agreement and the Construction Agreement, including the
right to suspend performance under the Direct Agreement, if the
Company's default is not cured within 30 days of receipt of the
Notice.

Pursuant to section 2.3 of the Direct Agreement, Thales must wait
30 days from the date of notice to the Agent before suspending
performance under the Construction Agreement and, if the default
is not cured 30 days after the date of suspension of performance,
Thales may terminate the Construction Agreement in accordance with
its terms.  There can be no assurance that Thales will not seek to
terminate the Construction Agreement before the requisite periods
expire.  Should Thales seek to terminate the Construction
Agreement prematurely, the Company would pursue all of its rights
and remedies, but there can be no assurance that the Company's
interpretation would prevail.

Globalstar and Thales have initiated post-ruling discussions to
seek mutually agreeable solutions on all aspects of the
Construction Agreement and the Award.  No assurance can be given
that the Company will be successful in reaching agreement with
Thales as to the Construction Agreement or the Award.

If the parties are not able to reach a mutually agreeable
resolution, if the Award is confirmed, final, and non-appealable
and thereafter remains unpaid without resolution, or if Thales
terminates the Construction Agreement, there are likely to be
materially negative consequences to Globalstar, including with
respect to its debt agreements, ongoing work with Thales, and
business operations, and Globalstar may be required to consider
strategic alternatives, including, without limitation, seeking
protection under Chapter 11 of the U.S. Bankruptcy Code.


GOLDEN GUERNSEY: LEL Operating Offers $5.5MM for Assets
-------------------------------------------------------
Jeff Engel, writing for The (Milwaukee) Business Journal, reports
that Ohio-based LEL Operating Co. has bid $5.5 million on bankrupt
Golden Guernsey Dairy LLC.  According to the report, Charles
Stanziale Jr., the trustee for the bankrupt Waukesha dairy
processing facility, has negotiated a purchase agreement with
stalking horse bidder LEL Operating.   Mr. Stanziale disclosed in
court papers Friday that he has negotiated with more than 25
prospective buyers.  He said LEL has "extensive experience" in the
dairy industry and is "prepared to close the transaction and take
all necessary steps to recommence operations of the Wisconsin
plant."

The report notes LEL's purchase agreement includes equipment, the
property at 2101 Delafield St., inventory and Golden Guernsey
intellectual property. It excludes several items, including
employment and collective bargaining contracts, benefit plans and
vendor contracts.

According to the report, Mr. Stanziale said that, "in his business
judgment . . . an auction of the Wisconsin plant on a piece-meal
basis would not obtain the same recovery for the debtor's estate
or its creditors."

The report relates Mr. Stanziale is accepting bids through May 10,
and an auction would be held May 14 if more than one qualified bid
is received.  A sale hearing is scheduled for June 4.

                      About Golden Guernsey

Waukesha, Wisconsin-based milk processor Golden Guernsey, LLC,
filed for Chapter 7 bankruptcy (Bankr. D. Del. Case No. 13-10044)
in January 2013 following the Jan. 5 closing of its facility.

OpenGate Capital, LLC, a private investment and acquisition firm,
acquired Golden Guernsey in September 2011 from Dean Foods after
the United States Department of Justice required Dean Foods to
sell the business to resolve antitrust concerns that Dean Foods'
share of the school milk supply business was too large.

The Chapter 7 petition stated that assets and debt both exceed
$10 million.


GOLDEN MAX: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Golden Max, Inc.
        dba Kings Beer & Wine
        3520 W. Kingsley Road
        Garland, TX 75041

Bankruptcy Case No.: 13-31059

Chapter 11 Petition Date: March 1, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER, ATTORNEY AT LAW
                  8140 Walnut Hill Ln., Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Darshan Singh, president.


GOWANUS INN: Real Estate Firm Seeks Chapter 11 Bankruptcy
---------------------------------------------------------
Adrianne Pasquarelli, writing for Crain's New York Business,
reports that pizza-parlor owner and real estate investor James
McGown on Tuesday submitted a Chapter 11 bankruptcy petition for
his eight-year-old real estate firm, Gowanus Inn Inc., citing
assets between $1 million to $10 million and liabilities of the
same amount.

The report notes Gowanus Inn's bankruptcy filing follows last
week's Chapter 11 petition for P.J. Hanley, a Brooklyn-based bar
also owned by Mr. McGown.  According to the report, Mr. McGown
currently has three bankruptcy cases pending in federal bankruptcy
court for the New York Southern District.  Last year, he filed
petitions for South Brooklyn Pizza, a five-unit chain, and East
River Mortgage Corp.

According to Crain's, court papers filed Tuesday indicated that
Gowanus Inn was formed in 2005 to own and operate a bar and
restaurant in the Gowanus section of Brooklyn at 555 Union St.
However, that project was quickly abandoned as needed repairs to
the building were deemed too expensive to undertake.  Gowanus Inn
is unaffiliated with Gowanus Inn & Yard, which is scheduled to
open in 2015, the report adds.

Crain's notes neither Mr. McGown nor his lawyer, David Leventhal,
Esq., returned calls requesting comment.


GRANITE DELLS: Objections to Noteholders' Plan Filed
----------------------------------------------------
Granite Dells Ranch Holdings, LLC, and the unofficial ad hoc
committee of equity holders oppose the plan of reorganization
proposed by the unofficial ad hoc noteholders committee and
Arizona Eco Development ("Joint Plan").

The Debtor questions the motives for promulgation of the Joint
Plan, complaining that, while they appreciate that the Joint Plan
treats the claims of some creditors, it leaves many other parties
with little or nothing, and proposes to strip the estate of all
remaining assets and deliver them to the control of AED.
Specifically, the Debtor complains that the Joint Plan proposes to
make no distribution of any property or funds to the equity
participants, and proposes to make a minimal distribution to other
unsecured creditors and noteholders who elect Option B and that do
not agree to participate in the Joint Plan under Option A.

The Equity Committee, for its part, joins in the Debtors'
objection, agreeing that both plan proponents have interested
motives with respect to the division of estate assets.

There will be a hearing March 6, 2013 to consider confirmation of
the plan proposed by the Ad Hoc Committee of Note Holders and
Arizona Eco Development, LLC.

As reported in the Jan. 31, 2013 edition of the TCR, the Joint
Plan proposes that two parcels of real property, a 108-acre parcel
and a 17-acre parcel, along with all related rights and interests,
will be transferred free and clear of all liens, claims, and
encumbrances to a new entity, NH Co. LLC, which will be owned
entirely by the Note Holders, subject only to certain limitations.
Arizona Eco will be repaid the amount it advances to NH Co. LLC
for that purpose from the first proceeds from the sale of the Note
Holders' Parcels, plus interest at the rate of 8% per annum.
Holders of general unsecured claims will be paid 10% of the
principal amount of their claims and Arizona Eco will not assert
any unsecured deficiency claim. The equity interests are
terminated under the Joint Plan and interest holders do not
receive payment.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.

The Debtor's Plan provides for payment to unsecured creditors
(including any unsecured claim of AED) in quarterly installments
over eight years aggregating $5 million.  However, the Plan
provides that a holder of an investment promissory note (estimated
to total $21 million) will be given the option of participating in
the funding of the Reorganized Debtor.

Tri-City Investment & Development, LLC, a 39.25% equity holder in
the Debtor, also filed a Consolidated Supplemental Disclosure in
support of Tri-City's Plan, as amended.  Tri-City's consolidated
Disclosure Statement incorporates and restates all material terms
of the Tri-City's previous disclosure statements and incorporates
the terms of the agreement that was reached at the Aug. 20, 2012,
mediation.


GREEN ENDEAVORS: Had $78,000 Net Loss in 2nd Quarter of 2012
------------------------------------------------------------
Green Endeavors, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $78,098 on $758,645 of total revenue for the three months ended
June 30, 2012, as compared with a net loss of $137,746 on $688,309
of total revenue for the same period a year ago.

For the six months ended June 30, 2012, the Company incurred a net
loss of $387,266 on $1.49 million of total revenue, as compared
with a net loss of $169,093 on $1.35 million of total revenue for
the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.08 million
in total assets, $4.28 million in total liabilities, and a
$3.20 million total stockholders' deficit.

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

                        http://is.gd/rxrjch

                      About Green Endeavors

Green Endeavors, Inc., through its two wholly-owned subsidiaries,
Landis Salons, Inc., and Landis Salons II, Inc., operates two
full-service hair and retail salons featuring the Aveda(TM) line
of products. In August 2010, the Company determined that Newby
Salons, LLC, which operated its Bountiful salon, did not meet the
Company's operational performance or real estate requirements and
was closed.  On Dec. 1, 2010, Newby Salons, LLC was sold.

The Company reported a net loss of $276,264 on $2.8 million of
total revenue for 2011, compared with net income of $13,939 on
$2.3 million of total revenue for 2010.

In the auditiors' report accompanying the 2011 financial results,
Madsen & Associates CPA's, Inc., in Salt Lake City, Utah,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company will need additional working capital for its planned
activity and to service its debt.


GUITAR CENTER: Erick Mason to Resign as EVP and CSO
---------------------------------------------------
Guitar Center Holdings, Inc., and Guitar Center, Inc., announced
that Erick Mason, executive vice president and chief strategic
officer, will resign from his positions with both companies
effective as of April 1, 2013.  Mr. Mason is a "named executive
officer" within the meaning of Instruction 4 to Item 5.02 of Form
8-K.

                        About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its Web sites.  It
operates three distinct musical retail business - Guitar Center
(about 70% of revenue), Music & Arts (about 7% of revenue), and
Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.

The Company reported a net loss of $236.94 million in 2011, a net
loss of $56.37 million in 2010, and a net loss of $189.85 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $1.82 billion
in total assets, $1.94 billion in total liabilities and a $122.39
million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its annual report for the year ended
Dec. 31, 2011, that its ability to make scheduled payments or to
refinance its debt obligations depends on the Company and
Holdings' financial and operating performance, which is subject to
prevailing economic and competitive conditions and to certain
financial, business and other factors beyond its control.  The
Company cannot provide any assurance that it will maintain a level
of cash flows from operating activities sufficient to permit it to
pay the principal, premium, if any, and interest on its
indebtedness.

If the Company cannot make scheduled payments on its debt, the
Company will be in default and, as a result:

   * its debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under the Company's senior secured credit
     facilities could terminate their commitments to lend the
     Company money and foreclose against the assets securing their
     borrowings; and

   * the Company could be forced into bankruptcy or liquidation.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.


HAMPTON ROADS: CFO Stephen Theobald to Quit on March 31
-------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that Stephen P.
Theobald, executive vice president and chief financial officer,
will be leaving the Company on March 31, 2013, to accept a CFO
position with another financial services firm.  The Company will
conduct a search for a successor.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "Steve has done
an outstanding job of leading and enhancing our Finance function
and has played an important role in the execution of our plan to
strengthen our balance sheet, improve operating efficiency and
profitability, and become the premier community bank in our
region.  We will miss Steve and will act expeditiously to appoint
a successor of his caliber."

Glenn added, "As demonstrated by our press release on January 30,
2013, we made substantial progress on many fronts in 2012.  I am
confident that we can sustain this progress in 2013 and beyond."

Mr. Theobald said, "Working with the team at Hampton Roads
Bankshares has been a great experience.  I am particularly proud
of the progress we have made over the last three years toward
returning the Company to profitability and I leave with confidence
that the progress will continue.  While I was not seeking
employment outside the Company, I was recruited for an attractive
position that not only fits with my professional goals, but is
also a welcomed opportunity to work closer to my home and family
in the Washington D.C. metropolitan area."

                  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.


HERCULES OFFSHORE: Incurs $127 Million Net Loss in 2012
-------------------------------------------------------
Hercules Offshore, Inc., reported a net loss of $127 million on
$709.79 million of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $76.12 million on $655.35 million of
revenue during the prior year.  The Company incurred a net loss of
$134.59 million on $624.82 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $2.01 billion
in total assets, $1.13 billion in total liabiities, and $882.76
million in stockholders' equity.

A copy of the Form 10-K filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/hgEMhL

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

                           *     *     *

The Troubled Company Reporter said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.,
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.

"The upgrade reflects the improving market conditions in the Gulf
of Mexico and our expectations that Hercules' fleet will continue
to benefit," said Standard & Poor's credit analyst Stephen
Scovotti.


HMX ACQUISITION: Disclosure Statement Hearing Tomorrow
------------------------------------------------------
The Bankruptcy Court will consider approval of the adequacy of the
information in the disclosure statement for HMX Acquisition Corp.,
et al.'s Joint Plan of Liquidation on March 7, 2013, at 2:30 p.m.

The Plan dated Feb. 1, 2013, provides that holders of allowed
general unsecured claims (Classes 2A, 2B, 2C, 2D and 2E) against
HMX, HXMAC, HMX Poland, Quarter, and DTC, owed a total of
$23,562,468, will receive their ratable portion of the proceeds of
the assets transferred into a liquidating trust.

Holders of general unsecured claims against SKNL (Class 3), owed
$18,490,000, and general unsecured claims against Remala (Class
4), of unknown amount, will receive their pro rata share of the
proceeds of the assets transferred into the liquidating trust.

Estimated recovery for Claims in Classes 2, 3 and 4 is between 0%
and 5%.

Intercompany claims (Class 5) will be disallowed and no
distribution will be made on account of the said claims.

Equity interests (Class 6) will be canceled and the holders
thereof will not receive any property or distribution of said
Interests.

A copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/hmxacquisition.doc338.pdf

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  On Oct. 21, 2012, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-
14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.  The Debtors are seeking to have their cases jointly
administered for procedural purposes under Case No. 12-14300,
which is the case number assigned to HMX Acquisition Corp.  The
Debtors' principal place of business is located at 125 Park
Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represents the Committee as lead counsel.
ASK LLP, in New York, represents the Committee as local counsel.

On Dec. 20, 2012, the Bankruptcy Court approved the sale of
substantially all of the Debtors' assets  to Authentic Brands
Group LLC.  The sale closed on Dec. 21, 2012.  As of that date,
the Debtors ceased all operations and terminated all of their
remaining employees.  The remaining assets of the Debtors' estates
are comprised of: 1) the remaining proceeds from the sale in the
amount of $10,376,839.18, after the pay down of the DIP Facility,
indebtedness owed to the Prepetition Lender, and certain other
parties in accordance with the Sale Order, and 2) Causes of
Action.


HMX ACQUISITION: Section 341(a) Meeting Scheduled for March 20
--------------------------------------------------------------
A meeting of creditors in the jointly administered bankruptcy
cases of HMX Acquisition Corp., et al., will be held on
March 20, 2013, at 1:00 p.m. at the Office of the U.S. Trustee, 80
Broad Street, 4th Floor, New York, N.Y.

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 officer 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 HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  On Oct. 21, 2012, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-
14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.  The Debtors are seeking to have their cases jointly
administered for procedural purposes under Case No. 12-14300,
which is the case number assigned to HMX Acquisition Corp.  The
Debtors' principal place of business is located at 125 Park
Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represents the Committee as lead counsel.


HOSTESS BRANDS: Sale Would Skirt Enviro Rules, U.S. Says
--------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the U.S. on
Friday urged a bankruptcy judge to reject Hostess Brands Inc.'s
sale of several of its bakeries over the sale's broad
environmental releases, while Hostess itself sought $2.8 million
from The Kroger Co. for products delivered months ago.

The report related that U.S. Attorney Preet Bharara said in his
objections to the sale of 20 bakeries and other assets associated
with the company's bread brands to FBC Georgia LLC that the
proposed sale order includes provisions that would diminish the
government's ability to enforce environmental regulations against
the company.

                       About Hostess Brands

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

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

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

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

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

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

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

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

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


ICON HEALTH: S&P Lowers Rating to 'B-'; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Logan,
Utah-based fitness equipment maker ICON Health & Fitness Inc. to
'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on ICON's
senior secured notes by one notch, to 'CCC+' from 'B-'.  The
recovery rating on the notes remains '5', indicating S&P's
expectation for modest (10% to 30%) recovery for lenders in the
event of a payment default.

"The rating downgrade reflects our expectation that over the next
several quarters, credit measures will be in line with a 'B-'
corporate credit rating, primarily due to adjusted interest
coverage that we believe will remain in the low- to mid-1x area
through fiscal 2014 (ICON's fiscal year ends May 31).  The
downgrade also reflects our reassessment of ICON's business risk
profile as "vulnerable" (previously "weak"), given that we believe
the timeline for improving EBITDA margin following prior years'
manufacturing inefficiencies will take longer than we previously
contemplated, resulting in a limited ability for ICON to absorb
any further potential negative manufacturing issues over the
intermediate term.  This is exacerbated by the business'
relatively low-margin nature and fairly low revenue visibility.
Our assessment also reflects ICON's vulnerability to increases in
commodity and freight input costs, customer concentration, and
pricing pressure.  Partly offsetting these challenges are ICON's
large customer base of mass merchandise retailers and steps ICON
has taken to remediate the negative anticipated impact from prior
manufacturing and inventory management missteps," S&P said.

"The 'B-' rating also reflects our assessment of ICON's financial
risk profile as "highly leveraged," according to our criteria,
based on our expectation for adjusted leverage to remain over 8x
through fiscal 2013 and to improve only moderately in fiscal 2014.
Our assessment also reflects our belief that adjusted interest
coverage will decline to the low-1x area in fiscal 2013, improving
modestly to the mid-1x area in fiscal 2014.  At Dec. 1, 2012,
operating lease-adjusted leverage and interest coverage were 8.1x
and 1.4x, respectively.  Partly offsetting constrained coverage
and high leverage, we believe that through fiscal 2014 ICON will
maintain an adequate liquidity profile based on expected
availability under its asset-based revolving credit facility and
internally generated cash flow," S&P added.


INFINITY ENERGY: Pays in Full $250,000 Promissory Note
------------------------------------------------------
Infinity Energy Resources, Inc., paid in full a promissory note in
the principal amount of $250,000 that it had issued on Aug. 28,
2012.

On Feb. 26 and 27, 2012, the Company borrowed $125,000 and
$150,000, respectively, under an unsecured credit facility
provided by two private, third-party lenders.  The loans are
represented by promissory notes, bear interest at the rate of 8%
per annum and are payable interest and principal in full 60 days
from the date of issuance.  They may be prepaid without penalty at
any time.  The Notes are subordinated to all existing and future
senior indebtedness, as those terms are defined in the Notes.  The
Company used the loan proceeds to retire the note it issued in
August 2012 and provide working capital.

In connection with its new loans, the Company granted the lenders
warrants exercisable to purchase 125,000 and 150,000 shares,
respectively, of its common stock, at an exercise price of $2.50
per share for a period of two years.  If the Company fails to pay
the notes on their maturity dates, the number of shares issuable
under the Warrants increases to 1,250,000 and 1,500,000,
respectively, and the exercise price drops to $.10 per share.

                       About Infinity Energy

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

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

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

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


INLAND PACIFIC: Bankruptcy Stays "Thomas" Lawsuit
-------------------------------------------------
Senior District Judge Wiley Y. Daniel stayed the case ROBERT W.
THOMAS AND ANNE McDONALD THOMAS REVOCABLE TRUST v. INLAND PACIFIC
COLORADO, LLC, as to all defendants pursuant to the automatic stay
provisions of 11 U.S.C. Section 362.

Judge Daniel further held that during the pendency of the stay,
the case will be administratively closed, subject to being
reopened for good cause.  Good cause will include resolution of
Inland Pacific's Bankruptcy Case and a lifting of the automatic
stay.

Pending motions in the case are denied, without prejudice.

As a result of the Bankruptcy Case, Inland Pacific and the other
Defendants assert that all proceedings in the action, including
not only those as to Inland Pacific but also as to Timothy O'Byrne
and Westminster Promenade Development Company II, LLC, should be
stayed pursuant to 11 U.S.C. Section 362.

The case before Judge Daniel is THE ROBERT W. THOMAS AND ANNE
MCDONALD THOMAS REVOCABLE TRUST, Trust Domiciled in the State of
Washington, Plaintiff, v. INLAND PACIFIC COLORADO, LLC, a Nevada
limited liability company; WESTMINSTER PROMENADE DEVELOPMENT
COMPANY II, LLC, a Nevada limited liability company, and TIMOTHY
O'BYRNE, resident of Colorado. Defendants,  Civil Action No. 11-
cv-03333-WYD-KLM, (D. Col.).

A copy of the District Court's February 26, 2013 Order is
available at http://is.gd/B71LLafrom Leagle.com.

                    About Inland Pacific

Inland Pacific Colorado, LLC filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 12-23436) on Dec. 6, 2012.
Inland Pacific disclosed $1,097,075 in assets and $5,780,962 in
liabilities as of the Petition Date.  Judge Linda B. Riegle
presides over the case.


INTELSAT SA: Incurs $145 Million Net Loss in 2012
-------------------------------------------------
Intelsat S.A. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$145 million on $2.61 billion of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $433.99 million on
$2.58 billion of revenue during the prior year.  The Company
incurred a net loss of $507.76 million on $2.54 billion of revenue
in 2010.

The Company incurred a net loss of $2.70 million on
$672.36 million of revenue for the three months ended Dec. 31,
2012, as compared with a net loss of $1.64 million on $652.91
million of revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$17.30 billion in total assets, $18.53 billion in total
liabilities and a $1.27 billion total Intelsat S.A. stockholders'
deficit and $45.67 million in noncontrolling interest.

Intelsat CEO Dave McGlade said, "In 2012, we achieved steady
revenue and Adjusted EBITDA performance while accomplishing a
number of important milestones that improve our growth profile.
We launched and placed into service five new satellites, with
capacity that refreshed our premier video neighborhoods and
established the first global broadband mobility infrastructure.
We also announced our next generation satellite platform, Intelsat
EpicNG, which is based on spot-beam, high-throughput technology
that enables increased bandwidth quantity and efficiency to
support future customer growth and access to expanded markets.  We
positioned Intelsat for further diversification of our government
business when selected as a supplier under the Custom SatCom
Solutions contract.

"While the failure of the launch of Intelsat 27 early this month
was deeply disappointing, we are already reconfiguring our
satellite fleet to accommodate customer requirements, including on
our global broadband mobility infrastructure, a demonstration of
the resilience and flexibility of our global satellite network."

We also plan to order a replacement satellite with a payload that
addresses the specific needs of our media customers in the
Americas.  We enter 2013 with $10.7 billion in contract backlog
and the resources to meet expanding demand for broadband
connectivity, global media distribution solutions, and innovative,
end-to-end government services."

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

                        http://is.gd/adGu9S

                          About Intelsat

Luxembourg-based Intelsat is the leading provider of satellite
services worldwide. For over 45 years, Intelsat has been
delivering information and entertainment for many of the world's
leading media and network companies, multinational corporations,
Internet Service Providers and governmental agencies.  Intelsat's
satellite, teleport and fiber infrastructure is unmatched in the
industry, setting the standard for transmissions of video, data
and voice services.  From the globalization of content and the
proliferation of HD, to the expansion of cellular networks and
broadband access, with Intelsat, advanced communications anywhere
in the world are closer, by far.


ISTAR FINANCIAL: Incurs $241.4 Million Net Loss in 2012
-------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$241.43 million on $400.47 million of total revenues for the year
ended Dec. 31, 2012, as compared with a net loss of $25.69 million
on $465.06 million of total revenues during the prior year.

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

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

                        http://is.gd/j7ms4B

                       About iStar Financial

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

                           *     *     *

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

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

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


JOURNAL REGISTER: Hires Labor Counsel, Real Estate Advisor
----------------------------------------------------------
Journal Register Company and its debtor affiliates seek to employ
Seyfarth Shaw LLP as special labor counsel and GA Keen Realty
Advisors, LLC, as special real estate advisor.

The labor counsel will assist the Debtors in negotiating shutdown
agreements in line with the proposed sale of their assets.  The
Debtors related that the proposed purchaser has indicated that it
will not offer employment to certain of the Debtors' current
employees.  The shutdown agreements will be negotiated with
employees comprising a bargaining unit that the proposed purchaser
decides not to re-employ as part of the asset sale.

Seyfarth Shaw will be paid the following hourly rates: $450 to
$760 for attorneys and $120 and $180 for legal assistants.  The
firm will also be reimbursed for any necessary out-of-pocket
expenses.

Keen Realty will perform lease consulting and advisory services
for the Debtors.   Keen Realty's compensation structure includes
an advisory fee of $5,000; transaction and base fee which is the
greater of $4,000 or 6% of savings to be calculated.

Michael Rybicki, Esq., a member of Seyfarth Shaw LLP, in New York,
assured the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.  Mr. Rybicki also disclosed that his firm does not
currently hold a retainer and is owed $54,759 for prepetition
services.  His firm is also owed approximately $7,900 for
postpetition services.  He further related that the Debtors
inadvertently made a payment of $4,922 to Seyfarth Shaw prior to
filing the employment application.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


K-V PHARMACEUTICAL: Jonathan Savitz Owns 7% A Shares at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jonathan Savitz and his affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 3,603,867 shares
of Class A common stock of K-V Pharmaceutical Company representing
7.3% of the shares outstanding.  A copy of the filing is available
for free at http://is.gd/c5PK32

                      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.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.

The Plan provides that in full satisfaction, settlement, release.


K-V PHARMACEUTICAL: Kingdon Capital Owns 7% A Shares at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Kingdon Capital Management, L.L.C., and Mark
Kingdon disclosed that, as of Dec. 31, 2012, they beneficially own
3,640,000 shares of Class A Common Stock of K-V Pharmaceutical
Company representing 7.43% of the shares outstanding.  Kingdon
Capital previously reported beneficial ownership of 3,440,000
Class A shares  as of Jan. 17, 2012.  A copy of the amended filing
is available for free at http://is.gd/miQA9E

                     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.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.

The Plan provides that in full satisfaction, settlement, release.


LANSKY'S OPERATING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lansky's Operating Corporation
        dba Lansky's Old World Deli
        235 Columbus Avenue
        New York, NY 10023


Bankruptcy Case No.: 13-10625

Chapter 11 Petition Date: March 1, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  E-mail: jpasternak@ddw-law.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nysb13-10625.pdf

The petition was signed by David Ruggerio, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Lansky's Equites Corporation


LDK SOLAR: Sells 5MM Ordinary Shares to Fulai for $9.15 Million
---------------------------------------------------------------
LDK Solar Co., Ltd., has sold 5,000,000 newly issued ordinary
shares to Fulai Investments Limited, at a purchase price of $1.83
per share with an aggregate purchase price of US$9,150,000,
thereby completing the first portion of the transaction
contemplated in its share purchase agreement dated Jan. 21, 2013,
with Fulai Investments Limited.

Subject to the parties' fulfillment of the closing conditions in
the share purchase agreement, as supplemented by the parties, the
remaining 12,000,000 shares are to be issued and sold on or prior
to March 28, 2013.  Fulai Investments Limited also has the right
to designate two non-executive directors to the LDK Solar board
upon consummation of the transaction.  The net proceeds will be
used for general corporate purposes in LDK Solar's operations.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio
under a long-term debt agreement as of Dec. 31, 2011.  These
conditions raise substantial doubt about the Group's ability to
continue as a going concern.

LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.


LE CENTER, MN: Moody's Cuts Rating on Gen. Obligation Debt to B1
----------------------------------------------------------------
Moody's Investors Service downgraded to B1 from Ba2 the rating on
the City of Le Center's (MN) general obligation debt. The B1
rating applies to $7.3 million of outstanding general obligation
unlimited tax debt. The city has $12.3 million of outstanding
general obligation debt, $7.3 million of which is rated by
Moody's. The outlook remains negative.

Ratings Rationale:

The bonds are secured by the city's general obligation unlimited
tax pledge. The B1 rating reflects the city's heavy reliance on
cash flow borrowing from a local bank to fund ongoing operations,
including regularly-scheduled general obligation debt service
payments; limited financial flexibility; narrow cash balances
following multiple years of aggressive budgeting assumptions and
annual operating deficits; a small, limited tax base that has
experienced significant valuation declines; and a high debt
burden. The B1 rating also reflects management's lack of forward-
looking financial planning and imprecise cash management as
evidenced by cash overdrafts in several funds.

The negative outlook reflects Moody's view regarding the city's
preparedness to pay general obligation debt service on time and in
full, given the credit profile and the very narrow window of time
between receipt of cash flow borrowing proceeds and debt service
due dates.

Strengths:

  - The city is not subject to state levy limits and has the
    legal ability to increase its operating and general
    obligation debt service levies without limitation as to rate
    or amount

  - Within commuting distance (less than 30 miles) to employment
    opportunities in Mankato (GO rated Aa2), home Minnesota State
    University of Mankato (revenue rated Aa2/stable)

Challenges:

  - Extremely narrow liquidity and limited financial flexibility
    has led to management's reliance on short term bank loans to
    fund general obligation debt service and ongoing operations

  - Weak practices related to overall fiscal management and
    operations

  - Small tax base experiencing significant declines

  - Modest population size with low socio-economic indices

  - High debt burden

Outlook:

The outlook on the City of Le Center is negative, reflecting
Moody's belief that the city's liquidity will remain pressured
given a lack of reserves, reliance on short-term borrowings for
debt service repayment and operations will continue, and a small
tax base that, on a practical basis, somewhat constrains the
city's ability to generate additional revenues. Furthermore, the
narrow timing between borrowing of short-term warrants and debt
service repayment dates raises concerns regarding the city's
ability to repay debt service in a timely manner.

What Could Make The Rating Go Up

  - Demonstrated progress toward rebuilding fund balance and
    liquidity levels

  - Implementation of improved internal controls and long term
    budgetary practices to improve overall fiscal management

  - A sustained discontinuation of reliance on cash flow
    borrowing for operations and debt service payments

What Could Make The Rating Go Down

  - Weakening of the city's overall economic condition or further
    declines in valuation

  - Continued operating deficits that further reduce already
    narrow liquidity

  - Increased reliance on cash flow borrowing for operations or
    debt service

  - Inability to make debt service payments on time and in full

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


LEHMAN BROTHERS: LibertyView to Have $219.9MM Unsecured Claim
-------------------------------------------------------------
Lehman Brothers Holdings Inc. entered into an agreement, which
calls for the withdrawal of Claim No. 28065 filed by LibertyView
Credit Select Fund, LP.

Under the agreement, Claim No. 28040, another claim filed by
LibertyView, will be treated as a general unsecured claim in the
sum of $219,900,777 for purposes of Section 8.4 of Lehman's
Chapter 11 plan.  A copy of the agreement is available for free
at http://is.gd/4Miec2

LBHI and LibertyView also entered into an agreement in January
for the withdrawal of Claim Nos. 28044, 28045, 28063 and 28064
filed by LibertyView Credit Opportunities Fund LP.

                       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: Canary Wharf Claimants Want June Hearing
---------------------------------------------------------
A group of claimants led by Canary Wharf Management Ltd. is asking
the U.S. Bankruptcy Court to hold a two-day hearing that would
help resolve the issue of whether or not Lehman Brothers Holdings
Inc. is still obligated to pay the group of its claim even after
it forfeited a contract with Lehman Brothers Ltd.

In a court filing, David Tulchin, Esq., at Sullivan & Cromwell
LLP, in New York, asked Judge James Peck to hold the hearing in
early June at which the parties' English law experts would
testify.

Mr. Tulchin said it would help the bankruptcy judge in reaching a
decision on the issue in dispute.

Lehman is trying to block the group from asserting a $4.5 billion
claim against the company, arguing that under English law, its
obligation to pay the claimants was discharged after they
forfeited their contract in 2010.

The claimants, meanwhile, said that the holding company undertook
an "independent, primary obligation" to pay them, and agreed to
indemnify them for all losses "arising directly or indirectly out
of any default" by Lehman Brothers Ltd.

Lehman Brothers Ltd. entered into the contract to lease a
property, including a 30-story office building, in London,
England.  Its obligation under the contract was guaranteed by
the holding company.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Faces Suit Over Archstone Sale
-----------------------------------------------
Lehman Brothers Holdings Inc. was the target of a lawsuit filed
in federal district court in Denver that might interfere with the
$6.5 billion sale of apartment owner Archstone Inc., Bloomberg
News reported.

The sale is scheduled for closing on March 26.  Archstone is
Lehman's single largest asset.

Lehman sold Archstone in a $6.5 billion cash and stock deal to
Sam Zell's Equity Residential and AvalonBay Communities Inc.  The
sale will provide Lehman with additional funds to pay creditors
and gives its estate a stake in those companies.

Under the deal, the company will receive nearly $2.69 billion in
cash plus 34.5 million shares of Equity Residential's stock and
14.9 million shares of AvalonBay's stock that are worth about
$3.8 billion combined.  Lehman will have a 13.2% stake in
AvalonBay and 9.8% stake in the other company after the deal.
Equity Residential will acquire about 60% of Archstone's assets
and liabilities.  The other buyer will acquire about 40%.

Equity Residential is selling 19 million shares in a public
offering to fund the deal, which could include up to 2.9 million
additional shares for overallotments.  AvalonBay plans to sell
14.5 million shares, plus 2.2 million for overallotments.

                             No TRO

Natalie Rodriguez of BankruptcyLaw360 reported that a Colorado
federal judge refused Friday to block bankrupt Lehman Brothers
Holdings Inc. from closing a $16 billion sale of real estate
investment trust Archstone Enterprise LP, while shareholder
litigation over Archstone's 2007 go-private deal plays out.

The report related that U.S. District Judge Robert E. Blackburn
denied the temporary restraining order requested by shareholders,
who are also plaintiffs in a separate suit over damages relating
to Lehman's 2007 deal with Tishman Speyer Development Corp. that
took Archstone private.

                       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: Budesbank Gets $9.8-Bil. From Collateral Sale
--------------------------------------------------------------
The Associated Press reported that Germany's central bank has
finally recovered most of the billions in loans that a local
subsidiary of Lehman Brothers defaulted on when the U.S.
investment bank went bust in 2008.

According to the report, Lehman's German subsidiary, Lehman
Brothers Bankhaus, owed the Bundesbank EUR8.5 billion (US$11.36
billion) when it and its U.S. parent filed for bankruptcy. The
subsidiary had been eligible to borrow from the central bank just
like other banks by offering collateral, in this case 33 separate
securities, AP said.

AP related that the Bundesbank said it has now restructured and
sold off the collateral. The proceeds of the sales, along with
redemption payments and interest coming in on the securities,
have led to a recovery of EUR7.4 billion and it expects to regain
at least part of the rest, plus interest, from bankruptcy
proceedings.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEVEL 3: Trilogy Partner Named to Board of Directors
----------------------------------------------------
Level 3 Communications, Inc.'s board of directors elected Peter
van Oppen as a member of the Board, effective March 1, 2013.  Mr.
van Oppen will serve until the Level 3 2013 Annual Meeting of
Stockholders.  To accommodate Mr. van Oppen's election, the Board
increased the size of the Board to 14 members.  Mr. van Oppen is
not currently a member of any Board committee.

Mr. van Oppen has been a partner at Trilogy Partnership, a private
investment firm focused on technology and telecommunications,
since 2006.  Prior to joining Trilogy, Mr. van Oppen served as
Chief Executive Officer and Chairman of the Board for Advanced
Digital Information Corporation, a data storage company, for 12
years, from 1994 through its acquisition by Quantum Corp. in 2006.
Prior to ADIC, Mr. van Oppen served as President and Chief
Executive Officer of Interpoint, a predecessor company to ADIC,
from 1989 until its acquisition by Crane Co. in October 1996, and
had also been a consultant at PricewaterhouseCoopers and Bain &
Company.  Mr. van Oppen currently serves as the Chairman of the
Board of Trustees and is the former Chair of the Investment
Committee at Whitman College and serves on the boards of directors
of several private companies.  Mr. van Oppen was formerly a
director of Isilon Systems, Inc.

The Board has determined that Mr. van Oppen is independent within
the meaning of the listing standards of The New York Stock
Exchange.

Mr. van Oppen will earn fees for Board service consisting of a
$75,000 annual cash retainer as well as an additional annual cash
retainer as a member of any of the Board's committees that he may
be appointed to in the future.  Level 3 will also compensate Mr.
van Oppen with a grant of restricted stock units as of July 1 of
each year, with the number of units determined by dividing
$150,000 by the volume-weighted average price of Level 3's common
stock over the period from January 1 to June 30, subject to a cap
of 6,666 units.  These restricted stock units vest and settle in
shares of Level 3's common stock, par value $.01 per share, on the
first anniversary of the date of grant.

Mr. van Oppen is also being awarded an initial grant of restricted
stock units with a value of $150,000 on the date of grant, which
will be March 1, 2013.  The restrictions on transfer for this
initial grant lapse 100% on the third anniversary of the date of
grant.

                    About Level 3 Communications

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

Level 3 incurred a net loss of $422 million in 2012, a net loss of
$756 million in 2011, and a $622 net loss in 2010.  The Company's
balance sheet at Dec. 31, 2012, showed $13.30 billion in total
assets, $12.13 billion in total liabilities and $1.17 billion in
total stockholders' equity.

                           *     *     *

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

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

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


LEVEL 3: Michael Glenn to Serve on Board's Audit Committee
----------------------------------------------------------
Level 3 Communications, Inc.'s board of directors previously
elected Michael Glenn as a member of the Board, effective Oct. 1,
2012.  Mr. Glenn will serve until the Level 3 2013 Annual Meeting
of Stockholders.

At the time of the original filing of the Company's current report
on Form 8-K to report Mr. Glenn's election to the Board, no
determination had been made as to which Board committees Mr. Glenn
would join.  On Feb. 22, 2013, the Board elected Mr. Glenn to
serve as a member of the Board's Audit Committee, effective
March 1, 2013.

Mr. Glenn is executive vice president of Market Development and
Corporate Communications for FedEx Corp.  He is a member of the
five-person Executive Committee, responsible for planning and
executing the corporation's strategic business activities.  Mr.
Glenn also serves as president and chief executive officer of
FedEx Corporate Services, responsible for all marketing, sales and
retail operations functions for all FedEx Corporation operating
companies.  Before FedEx Corp. was formed in 1998, Mr. Glenn was
senior vice president, Worldwide Marketing, Customer Service and
Corporate Communications for FedEx Express.  In that role, he was
responsible for directing all marketing, customer service,
employee communications and public relations activities.
The Board has determined that Mr. Glenn is independent within the
meaning of the listing standards of The New York Stock Exchange.
Mr. Glenn will earn fees for Board service consisting of a $75,000
annual cash retainer.  As a member of the Audit Committee, in
addition to his other compensation as a Board member, Mr. Glenn
will receive a cash retainer of $15,000.  Level 3 will also
compensate Mr. Glenn with a grant of restricted stock units as of
July 1 of each year, with the number of units determined by
dividing $150,000 by the volume-weighted average price of Level
3's common stock over the period from January 1 to June 30,
subject to a cap of 6,666 units.  These restricted stock units
vest and settle in shares of Level 3's common stock, par value
$.01 per share, on the first anniversary of grant.

Mr. Glenn was also awarded an initial grant of restricted stock
units with a value of $150,000 on the date of grant, which was
Oct. 4, 2012.  The restrictions on transfer for this initial grant
lapse 100% on the third anniversary of the date of grant.

                   About Level 3 Communications

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

Level 3 incurred a net loss of $422 million in 2012, a net loss of
$756 million in 2011, and a $622 net loss in 2010.  The Company's
balance sheet at Dec. 31, 2012, showed $13.30 billion in total
assets, $12.13 billion in total liabilities and $1.17 billion in
total stockholders' equity.

                           *     *     *

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

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

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


LEONARD WALLACE: Bankr. Judge Won't Reverse Ruling
--------------------------------------------------
In the lawsuit, LEONARD OTTO WALLACE, Plaintiff, v. NORMAN HAYES,
RODNEY HAYES, ART HOMMES, TOM SINGER, DANIEL GIBBONS, BRUCE HOGAN,
et al., Defendants, Adv. Proc. No. 12-07035-TLM (Bankr. D. Idaho),
the Court on Feb. 12, 2013, entered orally its findings of fact,
conclusions of law, and rulings on several motions.  The Court
(1) denied the request of Leonard Wallace for a temporary
restraining order and injunction, (2) denied his request to
supplement or amend, (3) denied his request for subpoena,
(4) granted the Defendants' motion to dismiss the adversary
proceeding, and (5) granted the Defendants' motion for imposition
of Rule 9011 sanctions.  In regard to the sanctions order, the
Defendants were to file an itemization of costs and expenses
claimed within 7 days of the entry of that order.  The Defendants
did so on Feb. 19, claiming $17,010 as reasonable fees, and
asserting no costs.  Mr. Wallace had 7 days thereafter to file
objections to the itemization.

On Feb. 21, Mr. Wallace filed a "Request for Reconsideration, and
[Request for] Hearing to Determine [several described matters]."
The following day, Mr. Wallace filed a "Affidavit & Motion to
Reconsider in Part, Oral Ruling, Sanctions & Legal Fees."

In addition to being a second request for reconsideration, Mr.
Wallace's Second Motion/Objection is deemed to be an objection or
response to the amount of fees claimed by the Defendants, in the
absence of any other specific filing.  As of the issuance of this
decision, Mr. Wallace has not filed any other documents on these
matters.

In a Feb. 27, 2013 Memorandum of Decision available at
http://is.gd/E8MWvBfrom Leagle.com, Bankruptcy Judge Terry L.
Myers denied Mr. Wallace's motion for reconsideration.

Mr. Wallace is representing himself in the case.

"Wallace effectively asks only that the Court rethink its rulings,
claiming that the several decisions and determinations reached
were in error. The Court appreciates that Wallace feels strongly
about the correctness of his analyses and positions. But that
conviction, even when coupled with the belief that the Court did
not correctly decide the matter, does not support reconsideration.
Having evaluated the First Motion and the Second Motion/Objection
under the established authorities relevant to requests to alter or
amend a judgment, and considering the arguments and contentions
raised, the Court concludes neither request is well taken. They
will be denied," the judge said.

Judge Myers said Mr. Wallace has not identified, much less borne
the burden of proving, that the Court's decision disregards or
contravenes controlling law or that there is some other "manifest"
error of law or of fact.

The sanctions order required the Defendants to file an affidavit
asserting their claimed reasonable fees and costs incurred as a
result of Mr. Wallace's sanctionable conduct.  They complied with
that requirement.  Mr. Wallace was given an opportunity to object
to the amounts the Defendants claimed were reasonable.  His Second
Motion/Objection raises an objection to any fees (as a component
of asking for reconsideration of the sanctions ruling).  It does
not raise a specific objection to any of the claimed fees in the
Defendants' affidavit.

Judge Myers noted that the Court has an independent obligation to
review requests for fees and evaluate their reasonableness.
"Here, the fees are being awarded under the aegis of Fed. R.
Bankr. P. 9011(c)(2).  Under that Rule, the fees must be incurred
by Defendants as a direct result of Wallace's conduct, be
'reasonable' in amount, and be no more than what is required for
effective deterrence of similar conduct. . . . It finds that
Defendants' fee request meets the Rule 9011 criteria.  Wallace's
objections are overruled, and sanctions awarded in the amount of
$17,010," the judge said.

Leonard O. Wallace and Pamela R. Wallace filed a joint Chapter 11
petition (Bankr. D. Idaho Case No. 11-21077) on Aug. 15, 2011.
The Wallaces previously filed for Chapter 11 (Bankr. D. Idaho Case
No. 09-20496) on May 14, 2009.  Bruce A. Anderson, Esq.,
represented the Debtors in the 2009 case.  The Wallaces estimated
assets and debts ranging from $10 million to $50 million.


LIBERTY INTERACTIVE: Moody's Hikes Corp. Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded Liberty Interactive
Corporation's Corporate Family Rating to Ba3 from B1 and also
upgraded the ratings assigned to various debt instruments issued
by LINTA to B2 from B3. At the same time Moody's affirmed QVC
Inc.'s debt ratings at Ba2 and assigned a Ba2 rating to QVC's
proposed 10 and 30 year senior secured notes that will be issued
to refinance its existing 2017 notes as well as partially re-
finance its 2019 notes. The SGL rating was affirmed at SGL-1.

Liberty Interactive:

The following ratings were upgraded (and LGD assessments amended):

  Corporate Family Rating to Ba3 from B1

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

  Senior unsecured notes to B2 (LGD5, 83%) from B3 (LGD5, 82%)

  Senior unsecured exchangeable notes to B2 (LGD5, 83%) from B3
  (LGD5, 82%).

The following rating was affirmed:

  Speculative Grade Liquidity Rating at SGL-1

QVC Inc.

The following ratings were affirmed (and LGD assessments amended):

  QVC Inc. senior secured notes (various) at Ba2 (LGD 3, 31% from
  LGD2, 28%)

The following ratings were assigned:

  $500 million senior secured notes due 2023 at Ba2 (LGD3, 31%)

  $250 million senior secured notes due 2043 at Ba2 (LGD3, 31%)

Ratings Rationale:

Proceeds from the new note offerings by QVC Inc. will be used to
fund a full tender offer for its existing 2017 senior secured
notes as well as the partial tender of the 2019 senior secured
notes. QVC also announced an extension of its existing $2.0
billion (unrated) credit agreement until 2018 with reduced
pricing. These refinancing activities will have no effect on
absolute debt levels at LINTA but will modestly reduce the
company's interest expense.

The upgrade of LINTA's Corporate Family Rating to Ba3 from B1
reflects steady financial performance and Moody's expectation that
the company will continue to maintain moderate leverage with
adjusted debt/EBITDA in the low four times range. Moody's expects
some moderate improvement in leverage from the expected redemption
of the $414 million 3.25% senior exchangeable debentures due 2031
and the maturity of the 5.7% senior notes in May of 2013. Both of
these instruments are expected to be redeemed with cash. As
previously indicated, a permanent reduction in non-QVC debt
instruments would be viewed favorably by Moody's.

The upgrade of the various LINTA unsecured debt ratings reflects
the upgrade of the Corporate Family Rating to Ba3 from B1. The B2
rating reflects their structural subordination to a meaningful
amount of debt that is issued by QVC Inc., which generates the
substantial portion of LINTA's consolidated earnings. The
affirmation of QVC senior secured debt at Ba2 reflects structural
seniority to LINTA creditors with respect to QVC's assets and cash
flow. QVC's notes and unrated revolver are not guaranteed by
LINTA. Conversely, QVC's creditors have no direct claim on LINTA's
assets held outside of QVC.

LINTA's Ba3 CFR reflects the good operating margins and cash flow
generated from its portfolio of operating assets led by QVC, its
moderate leverage with debt/EBITDA in the low four times range,
and risk that its assets will be utilized in a manner that
benefits shareholders more than bondholders. The rating also
recognizes QVC's sizable position in the television shopping
industry, its international expansion and strong capabilities in
online shopping. The ratings also take into account the company's
solid overall liquidity profile with its high cash balances and
long term debt maturity profile.

The stable rating outlook reflects Moody's expectation that LINTA
will consider opportunistic transactions including share
repurchases. Moody's also expects Liberty to retain a solid
liquidity position and that the QVC business will continue to show
stable performance, notwithstanding economic pressures in Europe
where the company has a meaningful exposure. The stable rating
outlook also reflects Moody's expectations that QVC will maintain
debt/EBITDA within its target range of 2.0-2.5 times.

In view of the company's history of aggressive financial policies,
there is limited upward rating momentum in the near term. Over
time maintaining balanced financial policies and continued
meaningful debt reductions could lead to an upgrade.

The ratings could be downgraded if liquidity weakens, the asset
composition or risk profile meaningfully changes, QVC's operating
performance deteriorates meaningfully, or debt-to-EBITDA is
sustained above 5.25x.

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

Liberty Interactive Corporation, headquartered in Englewood,
Colorado, is a holding company that owns and operates QVC, and a
portfolio of e-commerce companies. It also holds significant
equity positions in Expedia (Ba1/stable), HSN,Trip Advisor and
other smaller issuers. QVC was founded in 1986 and has operations
in the U.S., United Kingdom, Germany, Japan and Italy.


LONE OAK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Lone Oak Tree Farm, LLC
        4685 Lone Oak Road
        Grantville, GA 30220

Bankruptcy Case No.: 13-10542

Chapter 11 Petition Date: March 1, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: H. Matthew Horne, Esq.
                  ROSENZWEIG, JONES, HORNE & GRIFFIS, P.C.
                  32 South Court Square
                  P.O. Box 220
                  Newnan, GA 30264
                  Tel: (770) 253-3282
                  E-mail: matt@newnanlaw.com

Scheduled Assets: $381,446

Scheduled Liabilities: $1,099,855

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/ganb13-10542.pdf

The petition was signed by Alfred L. Simpson, owner.


LSP ENERGY: To Present Plan for Confirmation on March 25
--------------------------------------------------------
The Bankruptcy Court has approved the disclosure statement for LSP
Energy Limited Partnership, et al.'s amended joint plan of
liquidation, dated Feb. 5, 2013.

Objections to confirmation of the Plan must be filed so as to be
actually received no later than 5:00 p.m., on March 15, 2013.  The
Court slated March 25, 2013, at 11:30 a.m. to consider
confirmation of the Plan.

The Plan provides for the payment or full satisfaction of all
allowed Administrative Expense Claims, Allowed DIP Lender Claims,
Allowed Priority Tax Claims, Allowed Bond Claims, Allowed Working
Capital Claims, Allowed Secured Tax Claims, Allowed Other Secured
Claims and Allowed Non-Tax Priority Claims.

The Plan also provides that the holders of Allowed Bond Claims,
Allowed Working Capital Claims, Allowed Make-Whole Premium Claims,
Allowed General Unsecured Claims and Allowed Interests in LSP
Holding will receive Cash equal to their allocable share of the
proceeds from the liquidation or other disposition of all Assets
after the payment of (or after an adequate reserve having been
made for the payment of) all allowed Administrative Expense
Claims, Allowed DIP Lender Claims, Allowed Priority Tax Claims,
Allowed Bond Claims, Allowed Working Capital Claims, Allowed
Secured Tax Claims, Allowed Other Secured Claims, Allowed Non-Tax
Priority Claims and the costs for administering the Plan
(including all professional fees and expenses payable under the
Plan).

Subordinated Claims against LSP (Class 1I), Intercompany Claims
against LSP Holding (Class 2D), and Intercompany Claims against
LSP Energy (Class 3D) will receive no distribution under the Plan.
These classes are deemed to have rejected the Plan.

Estimated recovery for General Unsecured Claims against LSP (Class
1G), with estimated amount of allowed claims of $42,939,000, is
32%.

A copy of the disclosure statement is available at:

           http://bankrupt.com/misc/lspenergy.doc563.pdf

                         About LSP Energy

LSP Energy Limited, which owned and operated an electricity
generation facility located in Batesville, Mississippi, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
12-10460) on Feb. 10, 2012.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.

LSP has a $20 million secured loan provided by lenders including
John Hancock Financial Services Inc.  LSP was forced into
bankruptcy following mechanical problems that took one of three
units out of service.

Bondholders have claims for $211 million on two series of secured
bonds.  In addition, there was a $3.9 million working capital
facility and $23.3 million in secured debt owing to an affiliate
of Siemens AG, which repairs and maintains the facility.

The Debtor has completed the sale of its 837-megawatt electric
generating plant in Batesville, Mississippi, to South Mississippi
Electric Power Assn. for $272.6 million.


MAUI LAND: Swings to $4.6 Million Net Loss in 2012
--------------------------------------------------
Maui Land & Pineapple Company, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $4.60 million on $16.16 million of total
operating revenues for the year ended Dec. 31, 2012, as compared
with net income of $5.07 million on $14.54 million of total
operating revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $61.48
million in total assets, $95.84 million in total liabilities and a
$34.36 million stockholders' deficiency.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring negative cash
flows from operations and deficiency in stockholders' equity which
raise substantial doubt about the Company's ability to continue as
a going concern.

"MLP made significant progress towards completing our
restructuring efforts during 2012," stated Warren H. Haruki,
Chairman and CEO.  "We now have a simplified business model
focused on our core land holdings, we are moving forward with the
resolution of our remaining legacy issues, and have significantly
reduced our operating cash burn.  While we still face several
challenges, we remain steadfast in our commitment to manage and
care for our Maui lands for the benefit of our stakeholders and
the community.  We are also pleased with the Maui County Council's
General Plan approvals and their designation of Haliimaile as
small town in the Maui Island Plan."

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

                        http://is.gd/WUyxzt

                   About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.


MEDIA GENERAL: Incurs $193.4-Mil. Net Loss in 2012
--------------------------------------------------
Media General, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$193.41 million on $359.72 million of station revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $74.32 million
on $280.61 million of station revenue for the year ended Dec. 25,
2011.  The Company incurred a net loss of $22.63 million on
$304.79 million of station revenue for the year ended Dec. 26,
2010.

The Company's balance sheet at Dec. 31, 2012, showed $773.42
million in total assets, $949.64 million in total liabilities and
a $176.22 million total stockholders' deficit.

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

                        http://is.gd/JKyHC9

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company incurred a net loss of $193.41 million in for the year
ended Dec. 31, 2012, a net loss of $74.32 million for the year
ended Dec. 25, 2011, and a net loss of $22.63 million for the
fiscal year ended Dec. 26, 2010.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.


MEDICURE INC: Albert Friesen Holds 18.3% Equity Stake at Feb. 27
----------------------------------------------------------------
Medicure Inc. said that since July 18, 2011, Dr. Albert D. Friesen
has acquired shares exceeding 2% of the outstanding common shares
of Medicure.  This 2% reporting threshold was reached on Feb. 27,
2013, with the acquisition of 6,000 common shares of Medicure
representing approximately 0.05% of the Company's outstanding
common shares.  The shares were purchased at a price of $0.34 per
share through the facilities of the TSX Venture Exchange for
investment purposes.  Dr. Friesen may in the future acquire
additional shares in the Company, if deemed appropriate to do so
in his sole discretion.

Following the Acquisition, Dr. Friesen owns directly or indirectly
and exercises control over 2,227,147 common shares of Medicure,
representing approximately 18.26% of the Company's issued and
outstanding common shares.  Dr. Friesen also holds options
entitling him to purchase an aggregate of 434,000 common shares of
Medicure upon exercise of the options, bringing his total
ownership to 2,661,147 common shares or approximately 21.07% of
Medicure's issued and outstanding common shares on a partially
diluted basis.

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

KPMG LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended May 31, 2012.  The independent auditors noted
that the Company has experienced operating losses and has
accumulated a deficit of $123,303,052 that raises substantial
doubt about its ability to continue as a going concern.

Medicure reported net income of C$23.38 million for the year ended
May 31, 2012, in comparison with a net loss of C$1.63 million
during the prior fiscal year.

The Company's balance sheet at Nov. 30, 2012, showed C$3.88
million in total assets, C$6.61 million in total liabilities and a
C$2.73 million total deficiency.


MERRILL CORP: S&P Retains 'D' CCR Following Debt Upsize
-------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating and preliminary issue-level ratings on U.S.-based document
services company Merrill Corp. are unchanged after the company's
plan to upsize and reprice its proposed first-lien term loan.
This will reduce total interest cost by about 1% based on the
initial terms and conditions.

The company's proposed $390 million first-lien term loan due 2018
will be upsized to $430 million.  S&P's preliminary 'B' issue-
level rating and the preliminary recovery rating of '2',
indicating S&P's expectation of approximately 70%-90% recovery for
lenders in the event of default, remain unchanged.  The company
will use the additional $40 million to reduce the size of the
proposed $227 million unsecured holdco note issue to $187 million.

S&P's preliminary 'B+' issue-level rating and preliminary recovery
rating of '1' (90%-100% recovery expectation) on the company's
proposed $30 million revolving credit facility due 2018 are also
unchanged.

The company will also issue $187 million new unsecured holding
company notes due 2023 in connection with this refinancing.  Upon
closing of the transaction and exchange of the existing
$227 million second-lien term loan into the new $187 million
unsecured holdco notes, assuming no change in terms, S&P would
likely raise its corporate credit rating to 'B-' as the
transaction would address the company's default on 2012 maturities
and eliminate the risk of any further near-term defaults.

S&P's current 'D' corporate credit rating reflects Merrill's
failure to refinance or pay off prior to their Dec. 22, 2012,
maturity its $374 million first-lien term loan and $33 million
drawn revolver.  The second-lien term loan is also in technical
default because of the cross default provision in the credit
agreement.  S&P lowered the ratings on Dec. 22, 2012, following
the missed payments.

RATINGS LIST

Merrill Corp.
Corporate Credit Rating               D

Ratings Unchanged

Merrill Corp.
$430M first-lien term loan due 2018   B (prelim)
   Recovery Rating                     2 (prelim)


METRO FUEL: Has Deal on Use of Cash Until March 11
--------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York signed a second agreed order amending
the terms of Metro Fuel Oil Corp., et al.'s postpetition financing
facility, temporarily extending use of cash collateral and
providing stay relief to New York Commercial Bank.

This second agreed order was entered among the Debtors, Third
Avenue Special Situations (Master) Fund, L.P., Zell Credit
Opportunities Master Fund, L.P., New York Commercial Bank, Valley
National Bank, U.S. Bank National Association and Seedco Financial
Services, Inc.

The Debtors related that United Refining Energy Corp. or its
assignee(s), the highest and best bidder, is expected to close the
sale within 14 days of entry of an order by the Court approving
the proposed sale pursuant to Section 363 of the Bankruptcy Code.

The agreement provides that, among other things:

   1. The DIP Order dated Nov. 20, 2012, is amended to permit the
Debtors' continued use of any cash collateral through and
including the extended maturity date;

   2. Upon the occurrence of any Event of Default under the DIP
Facility not already in existence as of Feb. 12, 2013, and upon
the sending of a written notice of the Further Event of Default by
the New Lenders in accordance with the DIP Order and the other DIP
Documents, the Debtors' right to use any cash collateral (if such
right has not been previously terminated) will cease automatically
and without the need for any action on the part of any Prepetition
Secured Party.

   3. Upon the closing of the proposed sale, and following payment
of all outstanding DIP Obligations, in full and in immediately
available funds, without deduction or setoff, NYCB will have
relief from the automatic stay, without any further action on the
part of NYCB, the Court or any other party, effective immediately
upon such occurrences, to (a) foreclose on, (b) collect, (c)
apply, and (d) enforce all rights under non-bankruptcy law in and
against (y) all cash collateral that does not constitute proceeds
of the proposed sale; and (z) the Debtors' accounts receivable and
the proceeds thereof.

The Debtors noted that on Feb. 8,2012, the Court entered an order
on a consensual basis amending certain terms of the DIP Facility
and temporarily extending the Debtors' use of cash collateral.
The stipulation dated Feb. 8, provides that, among other things,
the DIP Order is amended to (i) extend the maturity date to the
earliest of (a) March 11, 2013, or (b) the date of closing of all
transactions comprising the Proposed Sale, and (ii) to permit the
Debtors' continued use of any cash collateral through and
including Feb. 13; provided that the Prepetition Secured Parties
reserve all rights to contest continued use of cash collateral
beyond the hearing date.

Copies of the stipulations are available for free at:

    http://bankrupt.com/misc/METROFUEL_dipfinancing_order.pdf
    http://bankrupt.com/misc/METROFUEL_dipfinancing_orderb.pdf

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2015, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., and its assignees and designees for
the Base Purchase Price of $27,000,000, as adjusted prior to the
Closing, and as further adjusted by the payments contemplated by
Section 2.7(d) of the APA.


MGM RESORTS: Incurs $1.7 Billion Net Loss in 2012
-------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to the Company of $1.76 billion on $9.16
billion of revenue for the year ended Dec. 31, 2012, as compared
with net income attributable to the Company of $3.11 billion on
$7.84 billion of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $26.28
billion in total assets, $18.16 billion in total liabilities
and $8.11 billion in total stockholders' equity.

                        Bankruptcy Warning

The agreements governing the Company's senior credit facility and
other senior indebtedness contain restrictions and limitations
that could significantly affect its ability to operate its
business, as well as significantly affect its liquidity, and
therefore could adversely affect its results of operations.
Covenants governing the Company's senior credit facility and
certain of its debt securities restrict, among other things, the
Company's ability to:

   * pay dividends or distributions, repurchase or issue equity,
     prepay debt or make certain investments;

   * incur additional debt or issue certain disqualified stock and
     preferred stock;

   * incur liens on assets;

   * pledge or sell assets or consolidate with another company or
     sell all or substantially all assets;

   * enter into transactions with affiliates;

   * allow certain subsidiaries to transfer assets; and

   * enter into sale and lease-back transactions.

"Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior credit facility or the
indentures governing our other debt could adversely affect our
growth, our financial condition, our results of operations and our
ability to make payments on our debt, and could force us to seek
protection under the bankruptcy laws."

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

                       http://is.gd/MiULFB

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

                            *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MIDWEST MEAT: Shutters Turkey Processing Plant Amid Bankruptcy
--------------------------------------------------------------
Nebraska.tv reports that Midwest Meat Packing Facility in Gibbon,
Nebraska, has ceased operations following Chapter 7 involuntary
bankruptcy.  Court documents say the company hadn't paid Shinn's
Turkey Track $1.45 million for turkeys.  Records also say the
company and had a total debt of more than $4.4 million.

The report says it is currently unclear how many people have lost
their jobs.  The report notes the previous owners closed the plant
in December 2008 because of high feed and fuel costs.  The plant
reopened in 2010 with an investment from New York-based AMSA
International.

An involuntary Chapter 7 bankruptcy petition was filed against
Midwest Meat Packing Facility LLC by creditor Shinn's Turkey Track
Ranch, Inc. (Bankr. D. Neb. Case No. 12-42604) on Dec. 6, 2012.
Midwest Meat Packing Facility does business as Gibbon Meat Packing
Facility, LLC.  Shinn's Turkey Track is represented by:

          William L. Biggs, Jr., Esq.
          GROSS & WELCH
          2120 So. 72 St.
          1500 Omaha Tower
          Omaha, NE 68124
          Tel: (402) 392-1500
          Fax: (402) 392-8101
          E-mail: bbiggs@grosswelch.com


MILACRON HOLDINGS: Moody's Lowers CFR to 'B2'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service lowered Milacron Holdings Inc.'s
Corporate Family rating to B2 from B1 and Probability of Default
to B2-PD from B1-PD. The action concludes a review for possible
downgrade that was announced on February 12, 2013 and incorporates
financing arranged for the C$975 million acquisition of Mold-
Masters Limited of Canada. The rating agency confirmed the B1 (LGD
updated to LGD-3, 32%) rating of $275 million of existing secured
notes of Milacron LLC and assigned ratings to two new obligations
of Milacron LLC; B1 (LGD-3, 32%) to a $245 million secured term
loan and Caa1 (LGD-5, 80%) to a new unsecured note issue. The
rating outlook is stable.

Ratings Rationale:

Milacron, a manufacturer of plastics processing machinery, mold
technologies, and premium metal working fluids, will expand its
capabilities in the plastics processing industry through the
acquisition of Mold-Masters, a leading producer of hot-runners and
related temperature control equipment and replacement parts.

On a pro forma basis, the combined operations will have annual
revenues of approximately $1.1 billion, realized across a globally
diversified customer base. The transaction expands Milacron's
capabilities in the sector through Mold-Masters' complementary
product offering and improves several aspects of Milacron's
business mix. Benefits include lower volatility of demand from
Mold-Masters' shorter product life cycle, broader geographic
presence in growing regions, and stronger consolidated operating
margins. The combination also provides deeper penetration of
certain end-markets such as health care, hand held electronic
devices and consumer products where more frequent model changes in
packaging and components support growing demand for hot-runners.
Over time, cost and revenue synergies may also be achieved.

Nonetheless, funding the transaction will appreciably raise
Milacron's leverage and lower its coverage ratios despite a
significant equity contribution from affiliates of CCMP Capital
Advisors, LLC. On a pro forma basis, funded debt will increase
around 2 times whereas EBITDA will expand less than 100%. The
resultant quantitative and qualitative characteristics were
considered indicative of the B2 rating category.

Milacron's B2 CFR reflects its moderate but enlarged global scale,
large installed base of equipment utilized by plastics processors
and molders, and elevated financial leverage. Although its
operating segments serve a diverse collection of end-markets,
demand for plastics machinery will continue to be affected by
cyclical trends in capital expenditure budgets and industrial
production. The acquisition of Mold-Masters will partially
mitigate this given the more frequent changeover of hot runners
relative to the machinery used in the molding process. Milacron's
margins have shown improving trends since being acquired out of
bankruptcy as a result of stronger volumes and restructuring
initiatives which have boosted profitability and lowered its fixed
and variable cost structure. Mold-Masters has enjoyed stronger
margins than Milacron. The consolidation and the potential for
synergies are expected to improve prospects as well as broaden
penetration of less cyclical end-markets.

The ratings incorporate elevated leverage arising from CCMP's
acquisition of Milacron in 2012 and the leveraged purchase of
Mold-Masters. Debt levels are unlikely to materially decline over
the next two years, but earnings should grow in the mid-single
digit range, producing a gradual de-leveraging as well as
relatively strong interest coverage metrics for the rating
category. Free cash flow is anticipated but will be relatively
modest and constrained by higher working capital requirements and
capital expenditures. Internally generated capital should increase
over time and be available to reduce indebtedness but may also be
used to fund acquisitions, as only modest debt maturities exist
prior to the secured note maturity in 2019.

The stable outlook reflects prospects for sustained profitability
earned across diverse end-markets for plastic products and
industrial fluids. The capital goods sector remains cyclical but
the shorter cycle of Mold-Masters products and their stronger
growth prospects are expected to reduce variability in Milacron's
business mix going forward. The stable outlook is further
supported by adequate liquidity that will benefit from an increase
in Milacron's committed back-up facilities (not rated).

The ratings and outlook could face downward pressure if the
company's debt/EBITDA exceeded 6 times or if its EBITA/interest
coverage fell below 1.25 times. Similarly experiencing a material
decline in revenue, EBITA margins less than 10% or prolonged
periods of negative free cash flow could adversely affect the
ratings. Conversely, a decline in debt/EBITDA meaningfully below 4
times, EBITA/interest above 2.5 times while sustaining FCF/debt
greater than 7% could lead to a positive outlook or stronger
ratings.

The one rating notch uplift of the $275 million note and $245
million term loan above the underlying CFR reflects the expected
loss from the application of the B2-PD probability of default,
higher recovery rates flowing from their secured status and a
substantial amount of junior debt in the capital structure which
effectively serves as a loss absorption cushion. Nonetheless, the
uplift was constrained to one notch and reflects structural
concerns arising from the "covenant-light" nature of the secured
debt and extensive level of revenue and earnings achieved by
subsidiaries that are not part of the guarantor group. The Caa1
rating on the unsecured notes reflects their higher expected loss
from the application of the same probability of default and
effective subordination of claims to the senior secured
obligations.

Ratings downgraded:

Milacron Holdings Inc.

  Corporate Family to B2 from B1

  Probability of Default to B2-PD from B1-PD

Ratings confirmed with updated Loss-Given-Default estimates:

Milacron LLC

  $275 million secured notes, B1, LGD- 3, 32%

Ratings assigned:

Milacron LLC

  $245 million secured term loan, B1, LGD- 3, 32%

  $465 million unsecured notes, Caa1, LGD-5, 80%

The last rating action was on February 12, 2013 at which time the
ratings were placed under review for possible downgrade.

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

Milacron Holdings, Inc., headquartered in Cincinnati, OH, is a
leading manufacturer of plastics processing machinery and premium
metal working fluids. Revenue in 2012 exceeded $800 million. Mold-
Masters Limited, headquartered in Georgetown, Ontario, Canada
produces hot runners used in the plastic injection molding
industry, related control equipment and parts and had 2012 revenue
of C$271 million.


MILACRON HOLDINGS: S&P Assigns 'B' Rating to $245MM Sr. Sec. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue rating to Milacron LLC's proposed $245 million senior
secured term loan.  The recovery rating on this debt is '3',
indicating S&P's expectation for meaningful recovery (50% to 70%)
in the event of payment default.  In addition, S&P assigned a 'B-'
issue rating to Milacron LLC's proposed $465 million senior
unsecured notes.  The recovery rating on this debt is '5',
indicating S&P's expectation for modest recovery (10%-30%) in the
event of a payment default.  The 'B+' corporate credit rating on
Milacron Holdings Inc. and the 'B+' issue rating on Milacron LLC's
senior secured notes remain on CreditWatch, where S&P placed them
with negative implications on Feb. 13, 2013.

The rating actions follow S&P's review of the proposed financing
structure and operating prospects for Milacron's pending
acquisition of Mold-Masters, a manufacturer of a comprehensive
line of plastics delivery and control systems, known as hot
runners.  "We believe that the acquisition will enhance Milacron's
business position by adding a portfolio of higher margin,
technologically engineered products to the company's portfolio and
further balancing the company's footprint toward higher growth end
markets and geographies," said Standard & Poor's credit analyst
Gregoire Buet.  S&P expects the acquisition will result in
increased overall profitability and contribute to improved revenue
stability and growth prospects.  S&P expects pro forma EBITDA
margins to be in the mid-teens, up from the low teens.  These
margins would compare well with other rated providers of plastic
processing machinery and components, such as Germany-based
KrausMaffei, but remain below those of Canada-based Husky
International.

Although business stability should benefit from increased
aftermarket and consumable exposure, about one-third of Milacron's
business will remain exposed to the high cyclicality and price
competition of the original equipment market.  S&P continues to
assess the business risk profile as "weak."  Successful
integration, margins that improve to the upper mid-teens, and
demonstrated reduced cyclicality of the business could, over time,
support a stronger business risk profile assessment.  Private
equity sponsor CCMP Capital owns Milacron, and S&P views
management and corporate governance as "fair."

S&P considers that Milacron's financial risk profile will be
"highly leveraged."  This reflects pro forma debt to EBITDA
(adjusted to include operating leases and pension liabilities)
that will be close to 6x, as well as funds from operations to
total debt of less than 10% and EBITDA to interest coverage of
2.0-2.5x.  S&P expects gradual improvement in these measures in
2013 and 2014 through a combination of debt reduction and profit
expansion, but S&P believes leverage could remain above 5x over
that period.

S&P expects that Milacron will have "adequate" liquidity and that
sources of funds will exceed uses by more than 1.2x and remain
positive if EBITDA declines by 15%.  The company will have no
financial covenants under its proposed new term loan.

S&P expects to resolve the CreditWatch upon closing of the
transaction.  Subject to changes in the proposed capital structure
or debt terms, S&P expects that it will lower the corporate credit
rating by one notch to 'B' with a stable outlook.


MILACRON INC: Company Dissolved, Chapter 7 Case Closed
------------------------------------------------------
On Nov. 5, 2010, MI 2009 Inc., formerly known as Milacron Inc.,
moved to convert its proceedings in the United States Bankruptcy
Court for the Southern District of Ohio into a liquidation of the
Company under Chapter 7 of the United States Bankruptcy Code.

On Nov. 27, 2012, the Court ordered the termination of the
existence of the Company and the cancellation of all of its
outstanding securities, including the Company's Common Stock, par
value $.01 per share, in accordance with the bankruptcy trustee's
Final Report.  Pursuant to the Final Report, the holders of the
Common Stock will not receive any proceeds from the Company's
liquidation.  The Court also authorized the bankruptcy trustee and
the former officers of the Company to take such actions on behalf
of the Company in furtherance of the Court's order as may be
necessary and appropriate.

On Dec. 27, 2012, all of the Common Stock was cancelled.  On
Dec. 17, 2012, a Certificate of Dissolution of the Company was
filed with the Secretary of State of Delaware.  On Feb. 7, 2013,
the Company's Chapter 7 case was closed.

On Feb. 14, 2013, MI 2009 filed a Form 15 with the U.S. Securities
and Exchange Commission regarding the termination of registration
of its common stock and the suspension of its duty to file reports
under Sections 13 and 15(d) of the Securities Exchange Act of
1934.

                        About Milacron Inc.

Milacron Inc. (Pink Sheets: MZIAQ), headquartered in Batavia,
Ohio, supplied plastics-processing technologies and industrial
fluids, with major manufacturing facilities in North America,
Europe and Asia.  First incorporated in 1884, Milacron also
manufactured synthetic water-based industrial fluids used in
metalworking applications.

The Company and six of its affiliates filed for chapter 11
protection (Bankr. S.D. Ohio Case No. 09-11235) on March 10, 2009.
On the same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represented the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
served as the Debtors' financial advisor.  Rothschild Inc. served
the Debtors' investment banker and financial advisor.  Kurtzman
Carson Consultants LLC served as noticing, balloting and
disbursing agent for the Debtors.  Paul, Hastings, Janofsky &
Walker LLP, represented DIP Lender General Electric Capital Corp.
Timothy J. Hurley, Esq., and W. Timothy Miller, Esq., at Taft
Stettinius & Hollister LLP served as counsel for the Official
Committee of Unsecured Creditors.

At Sept. 30, 2008, the Company's balance sheet showed
$586.1 million in assets and $648.5 million in debts.

On Aug. 21, 2009, the Debtor completed a sale of substantially all
of its assets to Milacron LLC, a company formed by affiliates of
Avenue Capital Group, certain funds and accounts managed by DDJ
Capital Management LLC and certain other entities that held
roughly 93% of the Company's 11.5% Senior Secured Notes.  Milacron
Inc. changed its name to MI 2009 Inc. following the asset sale.

The U.S. Bankruptcy Court later converted the Debtors' Chapter 11
reorganization cases to Chapter 7 liquidation.


MORGAN'S HOTEL: Incurs $12.5 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
Morgans Hotel Group Co. reported a net loss of $12.52 million on
$54.79 million of total revenues for the three months ended
Dec. 31, 2012, as compared with a net loss of $17.66 million on
$52.03 million of total revenues for the same period a year ago.

The Company incurred a net loss of $56.49 million on
$189.91 million of total revenues for the year ended Dec. 31,
2012, as compared with a net loss of $87.95 million on
$207.33 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $591.15
million in total assets, $728.47 million in total liabilities,
$6.05 million in redeemable noncontrolling interest, and a $143.37
million total stockholders' deficit.

Michael Gross, CEO of the Company, said: "In the fourth quarter we
began to see increasing benefits from investments in our product
and service offerings, leading to significant improvement in year-
over-year EBITDA performance.  At Hudson and Delano South Beach,
where we completed significant renovations in 2012, results were
particularly strong and operating margins were up 700 basis points
in the fourth quarter.  We are seeing these positive fourth
quarter trends continue into 2013, with January's System-Wide
Comparable Hotels RevPAR up 18% over the prior year.  Our
development pipeline continues to be strong and includes eight
hotels scheduled to open over the next three years, three of which
are scheduled to open in early 2014.  We believe these new hotels
will allow us to generate increasing EBITDA margins due to a high
degree of operating leverage in our model.  We are confident about
the year ahead and remain focused on increasing returns at our
existing properties, growing our management and brand portfolio
globally, and increasing shareholder value."

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

                        http://is.gd/K9tfsY

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.


MSR RESORT: Five Mile's Motion to Stay Confirmation Order Denied
----------------------------------------------------------------
The Hon. Sean H. Lane has denied the motion of Five Mile Capital
Partners LLC for a stay pending appeal of the confirmation order
after finding that the legal bases for the motion did not
establish cause for the relief requested.

As reported in the Troubled Company Reporter on March 1, 2013,
Five Mile asked the Bankruptcy Court for a stay pending appeal
from the Confirmation Order entered on Feb. 22, 2013, to the
extent necessary to preserve Five Mile's rights to effective
relief with respect to its appeal.

                         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.


MSR RESORT: Plan Declared Effective on Feb. 28
----------------------------------------------
MSR Hotels & Resorts has given notice that the Effective Date of
its confirmed bankruptcy exit plan occurred on Feb. 28, 2013.
Each of the conditions precedent to consummation of the Plan has
been satisfied or waived in accordance with the Plan and the
Confirmation Order.

The Confirmation Order was entered on Feb. 22, 2013.

All Proofs of Claim with respect to Claims arising from the
rejection of Executory Contracts or Unexpired Leases must be filed
with the Bankruptcy Court by April 1, 2013.  Requests for payment
of Administrative Claims, except with respect to Claims of
Professionals, must be filed and served on the Debtors  and the
Purchaser no later than April 1, 2013.  The deadline to file final
requests for payment of Claims of Professionals is April 15, 2013.

                         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.


MW GROUP: Disclosures to Competing Plans Have Objections
--------------------------------------------------------
Two completing plans of reorganization have been proposed for
debtor MW Group, LLC: one plan was filed by the Debtor while the
other was filed by Bank of America, the secured lender.  Each
proponent would have to seek approval of their disclosure
statements to begin soliciting votes on their respective plans and
schedule a confirmation hearing.

BOA is the Debtor's prepetition senior secured lender, asserting a
lien of the property, well as the leases, rents, profits and
proceeds generated by the property.  BOA asserts a claim in the
amount of approximately $5,700,000.

BOA says that the Debtor's disclosure statement should be denied
because it fails to include basic information as:

   1) how the Debtor expects to pay all claims in a full and
      timely fashion;

   2) why certain classes of claimants will receive different
      payments at different times; and

   3) why the Debtor's insiders are provided substantial benefits
      under the Plan.

MW Group, on the other hand, complains that disclosure statement
for the Plan of Liquidation proposed by BoA is skeletal, wholly
deficient, and fails to identify any relevant facts that would
allow a hypothetical reasonable investor to make an informed
decision as to whether to accept or reject the BOA Plan.

According to the Debtor, the Bank Plan proposes to convey title to
all of the Debtor's assets to a trust on the effective date of the
BOA Plan.  The trust will be managed by an unnamed trustee who
will then liquidate the property within 6 months from the BOA
Plan's effective date to make distributions.

The Office of the Bankruptcy Administrator also objects to the
Disclosure Statement to accompany Plan of BofA stating that, among
other things, the liquidation analysis is inadequate and provides
no information on the fair market value or liquidation value of
the Debtor's property.

                           The Bank Plan

Under the Plan proposed by BoA, claims in Class 1 (Allowed Secured
Claim), Class 2 (Allowed Unsecured Claims)and Class 3 (Insider
Claims) are impaired under the Bank Plan, and therefore, Holders
of Class 1, Class 2 and Class 3 Allowed Claims are entitled to
vote to accept or reject the Bank Plan.

Allowed Class 4 Interests will receive no distribution under the
Bank Plan and will retain no property whatsoever under the Bank
Plan. Holders of Class 4 Claims are deemed to have rejected the
Bank Plan by virtue of Bankruptcy Code Section 1126(g) and is not
entitled to vote to accept or reject the Bank Plan.

Bank of America holds a secured claim totaling at least
$5,725,420.28.  Under the Bank Plan, Bank of America has agreed to
have its secured claim bifurcated into (a) a $5,300,000 secured
claim and (b) a $425,420.28 deficiency claim.  Further, pursuant
to the Bank Plan, Bank of America has agreed to have its Bank
Secured Claim be deemed satisfied upon receipt of payment of
$5,300,000 from the Cash Collateral in possession of the Trustee
and/or Net Sale Proceeds from the Sale of Debtor's real property,
including (a) that certain real property consisting of 36.5 acres
of vacant land, (b) the 48 condominium units in the Marlborough
Woods Condominium Association for rent, (c) the 200 apartments
known as Weyland and Weyland II, and (d) all improvements and
personal property located thereon or relating thereto.  On the
Effective Date of the Bank Plan, all of Debtor's Property,
including the Real Property, will be deemed to be property of the
Trust, as managed by Trustee.  Trustee, on behalf of the Trust,
will hold title to the Real Property and market and sell the same
as soon as reasonably practicable, but no later than six (6)
months after the Effective Date.

Pursuant to the Bank Plan, Bank of America has agreed to
subordinate its Bank Deficiency Claim to all other Allowed Claims.
If the Net Sale Proceeds are less than the Bank Secured Claim
amount, then Bank of America will subordinate its remaining unpaid
portion of its Bank Secured Claim, along with its Bank Deficiency
Claim totaling approximately $425,420.28, to all other Allowed
Claims.  Further, under the Bank Plan, Bank of America has agreed
to allow Trustee to utilize Bank of America's Cash Collateral to
ensure that each Holder of an Allowed General Unsecured Claim will
receive a 100% distribution on their respective Allowed General
Unsecured Claims.  Bank of America has not agreed, however, to
allow its Cash Collateral to be used to pay the Allowed Insider
Claims.

According to papers filed with the Court, all Holders of Allowed
Claims (excluding Bank of America as the Holder of the Bank
Deficiency Claim) will be paid more under the Bank Plan than the
Debtor Plan or in a Chapter 7 liquidation.  Irrespective of the
actual value of the Real Property or the amount of Net Sale
Proceeds, Holders of Allowed General Unsecured Claims will receive
100% distributions from the Net Sale Proceeds and/or Cash
Collateral.

To administer payments to Holders after confirmation, the Bank
Plan provides for the formation of a liquidating trust (the
"Trust" under the Bank Plan).  An individual designated by Bank of
America and approved by the Bankruptcy Court will act as the
trustee (the "Trustee" under the Bank Plan) of the Trust.
Trustee, on behalf of the Trust, will liquidate Debtor's Property,
including the Real Property, and will retain the right to pursue
all Causes of Action.  Bank of America, to recover on its Bank
Deficiency Claim will be able to recover from any Cash that may
remain after the Sale of Debtor's Property and payment on all
other Allowed Claims.

A copy of the Bank Disclosure Statement is available at:

           http://bankrupt.com/misc/mwgroup.doc223.pdf

                          The Debtor Plan

On Nov. 16, 2012, the Debtor submitted a Disclosure Statement
explaining its First Amended Plan of Reorganization dated Nov. 16,
2012.

The Debtor segregates the various Claims and Interests into 8
Classes:

                                                         Estimated
         Description                 Voting Status       Recovery
         -----------                 -------------       ---------
Class 1  Priority Non-Tax Claims     Impaired; Entitled     100%
                                       to Vote
Class 2  Secured Tax Claims          Impaired; Entitled     100%
                                       to Vote
Class 3  Secured Claim of BOA        Impaired; Entitled     100%
                                       to Vote
Class 4  General Unsecured Claims    Impaired; Entitled     100%
                                       to Vote
Class 5  Unsecured Claim of the EPA  Impaired; Entitled     100%
                                       to Vote
Class 6  Insider Unsecured Claims    Impaired; Entitled     100%
                                       to Vote
Class 7  Employee Unsecured Claims   Not Impaired; Not      100%
                                       Entitled to Vote
Class 8  Membership Interests        Not Impaired; Not      100%
                                       Entitled to Vote

The Secured Claim of Bank of America in Class 3 will be
restructured over a 7 year period.  The Debtor estimates that the
BOA Allowed Secured Claim will be approximately $5,700,000.
Upon confirmation of the Plan, the BOA debt will be reamortized
over a 25 year term at an interest rate of 3.25% per annum.
Payments on account of this claim will be made from the revenues
and operations of the Reorganized Debtor.

Each holder of an Allowed General Unsecured Claim in Class 4 will
be paid in Cash, in full, on the Effective Date, as otherwise
agreed upon by the Debtor and holder of a General Unsecured Claim,
or in deferred cash payments with interest from the Petition Date
at the rate of 3.25% per annum, in equal monthly installments of
principal and interest sufficient to fully amortize the
outstanding indebtedness over a period of 12 months after the
Effective Date.

The Allowed Unsecured Claims of the Debtor's insiders in Class 6
will be paid in full under the Plan.  Each holder of an Allowed
Class 6 Claim will be paid in full, in Cash, with interest upon
the sale or refinance of the Property.  Interest will accrue on
the principal balance of the Allowed Insider Unsecured Claims as
of the Petition Date at the prime rate of interest plus 2% per
annum.

The Debtor's members (Class 8) will retain their membership
interests in the Debtor because the Plan provides for the payment
in full of all senior classes of creditors.  The Debtor's members
will not receive any distributions until all senior classes have
actually been paid in full, provided however, that the Debtor's
members may take such interim distributions as necessary to pay
their respective income taxes attributable to their ownership of
the Debtor.

A copy of the Disclosure Statement for the Debtor's First Amended
Plan is available at http://bankrupt.com/misc/mwgroup.doc226.pdf

                          About MW Group

Charlotte, North Carolina-based MW Group, LLC, filed for Chapter
11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21,
2011.  The Debtor scheduled assets of $10.32 million and
liabilities of $8.42 million.  Donald R. James signed the petition
as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


NECH LLC: Files Chapter 11 Reorganization Plan
----------------------------------------------
Nech, LLC, delivered to the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, a Chapter 11 plan of
reorganization and an accompanying disclosure statement.

The Plan restructures the Debtor's debt with its two secured
creditors: Bank of America, N.A., and the Los Angeles County
Treasurer and Tax Collector.  The Debtor's loan with BofA will be
paid fully within next 30 years with a 6% fixed interest rate.
The Debtor will pay off its debt with the Los Angeles Treasurer
and Tax Collector within the next 5 years with 6% interest.

General unsecured creditors are classified into two: Class 6(a)
and Class 6(b).  Class 6(a) is a creditor whose allowed claim is
$1,000 or less or who elects to reduce its allowed claim to
$1,000, will receive a single payment equal to 100% of its allowed
claim.  Class 6(b) creditors are other general unsecured creditors
who will be paid 0% of their allowed claims.

A full-text copy of the Disclosure Statement, dated March 1, 2013,
is available for free at http://bankrupt.com/misc/NECHLLCds.pdf

                          About NECH LLC

Baldwin Park, California-based NECH, LLC, filed its Chapter 11
petition on Aug. 12, 2012, in the U.S. Bankruptcy Court Central
District of California (Los Angeles), with Case No. 12-39607,
under Judge Richard M. Neiter.  NECH disclosed $9,836,584 in
assets and $286,628,147 in liabilities.  Bank of America, N.A.,
which holds a $283,790,245 claim, is the largest unsecured
creditor.


NGPL PIPECO: Moody's Reviews 'Ba3' CFR for Possible Downgrade
-------------------------------------------------------------
Moody's Investors Service placed NGPL PipeCo., LLC's (Ba3
Corporate Family Rating) debt ratings under review for possible
downgrade. The company's rating outlook has been negative at this
rating level since April 2012.

Ratings Rationale:

Moody's rating action follows NGPL's recent posting of its draft
unaudited 2012 income statement, which showed gross profits and
EBITDA being markedly lower than 2011, down 10% and 17%,
respectively.

"These sharp declines suggest that NGPL's difficulties in renewing
transportation contracts under sufficient terms and reducing
operating costs will result in credit metrics lower than the
ranges incorporated in our current ratings," says Moody's vice
president Mihoko Manabe.

NGPL's Ba3 is based on the company sustaining cash flow metrics,
for example, funds flow from operations (FFO)-to-debt ratios above
4.5%. Its September 2012 quarter, annualized, FFO-to-debt was
2.2%, compared to the 5.2% figure for the last twelve months ended
September 2012, indicating the severity of the decline in recent
quarters.

The drop in gross profits reflects a decrease in demand in its
principal transport business, while costs, such as on pipeline
integrity spending, have been difficult to reduce. Reflecting the
ongoing adverse market conditions, the company expects to record
another goodwill impairment in 2012, its third write-down in three
years. NGPL has not yet determined the amount of the charge, but,
last week, its 20% owner Kinder Morgan, Inc. reported a pre-tax
impairment charge of $200 million on its stake.

Moody's anticipates concluding the review after analyzing the
management's near-term budget, expected to be released later this
month, and the final audited financials, which are due by the end
of April. NGPL's ratings could be downgraded by a notch if the
near-term pressure on NGPL's profitability appears more acute and
longer lasting than previously anticipated.

The last rating action for NGPL was on May 15, 2012, when Moody's
assigned Ba3 ratings to the company's refinancing debt with a
negative outlook.

The principal methodology used in this rating was Natural Gas
Pipelines published in November 2012.

NGPL PipeCo. LLC is a holding company for Natural Gas Pipeline
Company of America and other interstate natural gas pipeline
assets. NGPL is 80% owned by Myria Acquisition LLC and 20% owned
and operated by Kinder Morgan, Inc., based in Houston Texas.


NORTH ADAMS: Dist. Court Grants Union's Summary Judgment Bid
------------------------------------------------------------
1199SEIU, UNITED HEALTHCARE WORKERS EAST, Plaintiff, v. NORTH
ADAMS REGIONAL HOSPITAL, Defendant, No. 12-cv-30033-MAP,
(D. Mass.), seeks to enforce an arbitration award concerning the
discharge of Union member Christopher Wheeler by North Adams
Regional Hospital. The Union seeks direct enforcement of the
arbitration award by the court, or, in the alternative, a remand
to the Arbitrator for clarification. The Hospital has responded
that the disputes identified by the Union arise out of a
departmental restructuring that was not contemplated by the
original arbitration award. Because the dispute is a new matter,
the Hospital argues, neither remand to the Arbitrator nor
enforcement of the original award by the court is appropriate.
Instead, it says, the Union should be required to start the formal
grievance process again.

District Judge Michael A. Ponsor finds that the Union has the
stronger argument.

"The purported departmental restructuring -- if such a re-
structuring occurred -- does not constitute the sort of changed
circumstance that necessitates a reinitiation of the grievance
process.  Because remand to the Arbitrator is the appropriate
remedy here, the Union's Motion for Summary Judgment  will be
allowed," Judge Ponsor said.

"The case is ordered REMANDED to the original Arbitrator to
clarify and, to the extent necessary, amplify his decision. This
case may now be closed," he added.

A copy of the District Court's Feb. 26, 2013 Memorandum and Order
is available at http://is.gd/ZqAx5jfrom Leagle.com.

                     About Northern Berkshire

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.  North Adams Regional
Hospital is an 85 staffed bed community  hospital located in North
Adams, Mass. (110 miles west of  Boston).

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.

The Debtors obtained confirmation of their Chapter 11 plan on
April 10, 2012.  Northern Berkshire Healthcare said on June 5,
2012, it has emerged from Chapter 11 reorganization.


NORTHEAST DEVELOPMENT: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------------
Debtor: Northeast Development Associates, LLC
        185 Crossways Park Drive
        Woodbury, NY 11797

Bankruptcy Case No.: 13-71033

Chapter 11 Petition Date: March 1, 2013

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

Judge: Dorothy Eisenberg

Debtor's Counsel: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN LLP
                  18 East 41st Street
                  Suite 1201
                  New York, NY 10017
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.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 five largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nyeb13-71033.pdf

The petition was signed by Thomas Monahan, manager.


OAX LLC: Case Summary & 6 Unsecured Creditors
---------------------------------------------
Debtor: OAX, LLC
        dba OAX of Delaware, LLC
        2430 Marathon Lane
        Ft. Lauderdale, FL 33312

Bankruptcy Case No.: 13-14851

Chapter 11 Petition Date: March 1, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Barry S. Balmuth, Esq.
                  BARRY S. BALMUTH, P.A.
                  1601 Forum Pl #1101
                  West Palm Beach, FL 33401
                  Tel: (561) 242-9400
                  Fax: (561) 478-2433
                  E-mail: balmuthlaw@alum.emory.edu

Scheduled Assets: $5,065,300

Scheduled Liabilities: $2,663,326

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/flsb13-14851.pdf

The petition was signed by Robert Trafford, manager.


OMEGA NAVIGATION: Amends Plan to Increase Creditors' Recovery
-------------------------------------------------------------
Omega Navigation Enterprises, Inc., and its debtor affiliates
amended their Joint Plan of Liquidation to increase recoveries for
general unsecured creditors.

Under the First Amended Joint Plan of Liquidation, delivered to
the U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, on March 1, 2013, general unsecured claims under
Class 4 will receive an approximate recovery of between 2.5% and
4.0%, an increase from the approximate recovery of between 0.0%
and 1.50% proposed in the prior version of the Plan.  Similarly,
Junior Lenders will likely receive an approximate Class 4
distribution of between 2.5% and 4.0%.

The prepetition claim and severance claim filed by George
Kassiotis, Omega's former president, chief executive officer, and
director, will be treated as Class 4 General Unsecured Claims,
although subject to challenge by the Official Committee of
Unsecured Creditors and the junior lenders.  If such a challenge
is unsuccessful, then the Kassiotis Prepetition Claim and
Kassiotis Severance Claim will likely receive an approximate
distribution of between 2.5% and 4.0%.

The gross amount potentially available for Distributions on
Allowed Class 4 Claims is $1,810,000, consisting of (a) the
$1,250,000 received from the sale of OMIN; (b) the $50,000
received from the sale of Omnicrom; (c) the $10,000 received from
the sale of OMAN; and (d) the SL $500,000 Payment.  The Debtors,
however, note that the incurred Professional Fees already exceed
the amounts allocated for them out of the SL Payments.
Accordingly, to the extent the excess Professional Fees are
Allowed, they will reduce the gross amount.  In that light, the
Debtors estimate the net amount available for Distribution to
Holders of General Unsecured Claims will likely be between
$1,000,000 and $1,500,000.

The Debtors expect the closing of the sale of OMIN to occur on
March 5, 2013.  The amount of proceeds from the sale will be
confirmed before the Disclosure Statement is sent out for voting,

Ballots must be received on or before March 29, 2013, at 3:00
p.m., prevailing Central Time, while objections to confirmation of
the Plan must be Filed and served on or before April 3.  Hearing
on the confirmation of the Plan is set for April 15.

A full-text copy of the First Amended Disclosure Statement is
available at http://bankrupt.com/misc/OMEGAds1.pdf

                       About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


ORMET CORP: Schedules Filing Deadline Extended to April 10
----------------------------------------------------------
Ormet Corp. and its affiliates sought and obtained an extension
until April 10, 2013, of the deadline to file their schedules of
assets and liabilities, statements of financial affairs, and list
of equity holders.

                         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 and Paul Billyard serve as investment bankers to the
Debtor.


OVERSEAS SHIPHOLDING: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Overseas Shipholding Group, Inc., and certain of its subsidiaries
filed their Schedules of Assets and Liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property                        $0
  B. Personal Property        $1,788,825,473
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                          $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                  $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $2,052,881,743
                               --------------    --------------
        TOTAL                  $1,788,825,473    $2,052,881,743

A copy of the Schedules is available for free at:

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

The Debtors also filed their Form B26, Periodic Report Regarding
Value, Operations and Profitability of Entities in which the
Estate Holds a Substantial or Controlling Interest as of Feb. 27,
2013, with the Bankruptcy Court on Feb. 27, 2013, a copy of which
is available at:

      http://bankrupt.com/misc/OVERSEAS_2015ReportFeb2013.pdf

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: M. Arntzen Quits as CEO, Pres., & Director
----------------------------------------------------------------
Morten Arntzen has resigned as President and Chief Executive
Officer and as a director of Overseas Shipholding Group, Inc.

Captain Robert Johnston will serve as the President and Chief
Executive Officer of the Company effective immediately.  Mr.
Johnston has been the Senior Vice President and Head of U.S. Flag
Strategic Business Unit.

"The Board thanks Morten Arntzen for his service, including during
recent challenging times," said Michael J. Zimmerman, Chairman of
the Board of Directors of OSG.  "The Board is pleased that Bob
Johnston is available to lead the company through the next stages
of its Chapter 11 reorganization."

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.

Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Donald Smith Discloses 13% Stake at Dec. 31
-----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Donald Smith & Co., Inc., and its affiliates disclosed
that, as of Dec. 31, 2012, they beneficially own 4,225,416 shares
of common stock of Overseas Shipholding Group., Inc., representing
13.67% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/43iygA

                     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.  Bankruptcy Judge Peter J. Walsh oversees the case.
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 will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

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.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


PEDEVCO CORP: To Buy Interest in Mississippian Lime for $4.2MM
--------------------------------------------------------------
Pacific Energy Development MSL LLC, a wholly owned subsidiary of
PEDEVCO CORP., entered into an Agreement for Purchase of Term
Assignment with Berexco LLC for the acquisition of interests in
the Mississippian Lime covering approximately 6,763 net acres
located in Comanche, Harper, Barber and Kiowa Counties, Kansas
and approximately 10.5 square miles of related 3-D seismic data,
for an aggregate purchase price of $4,207,117.  Pursuant to the
Purchase Agreement, the Company paid the Seller an initial deposit
in the amount of $864,866.  Closing is anticipated to occur in
March 2013, subject to the satisfaction of certain customary
closing conditions and the Company's ability to secure sufficient
financing, of which there can be no assurances.

In addition, PEDCO and the Seller entered into an option
agreement, dated Feb. 22, 2013, pursuant to which the Seller
granted to PEDCO an exclusive option, expiring on May 30, 2013, to
purchase a term assignment with respect to certain interests in
the Mississippian Lime covering an additional approximately 7,043
net acres located in Comanche, Harper, Barber and Kiowa Counties,
Kansas, and Woods County, Oklahoma, and approximately 9.0 square
miles of related 3-D seismic data, for an aggregate purchase price
upon exercise of the Option of $4,216,544.

                         About PEDEVCO Corp.

PEDEVCO Corp., doing business as Pacific Energy Development,
(OTCBB:PEDO) is a publicly-traded energy company engaged in the
acquisition and development of strategic, high growth energy
projects, including shale oil and gas assets in the United States
and Pacific Rim countries.  The company's producing assets include
its Niobrara Asset located in the DJ Basin in Colorado, the Eagle
Ford Asset in McMullen County, Texas, and the North Sugar Valley
Field located in Matagorda County, Texas.  The company was founded
in early 2011 and has offices in Danville, California and Beijing,
China.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million in 2011,
compared with a net loss of $1.51 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$11.62 million in total assets, $3.96 million in total
liabilities, $1.25 million in redeemable series A convertible
preferred stock, and $6.41 million in total stockholders' equity.


PENSON WORLDWIDE: Committee Objects to Bidding Procedures
---------------------------------------------------------
BankruptcyData reported that Penson Worldwide's official committee
of unsecured creditors filed with the U.S. Bankruptcy Court an
objection to the Debtors' motion for approval of bidding and sale
procedures in connection with the sale of substantially all of the
Debtors' assets.

BankruptcyData related that the Creditors Committee asserts, "The
Committee fully supports the Debtors' efforts to sell the Business
in a fair yet expeditious process.  For the most part, the
Committee believes that the Bidding Procedures achieve the goal of
balancing the need to close a sale of the Business as soon as
possible while also ensuring that the Debtors fairly market the
Business and maximize its value for the benefit of all creditors.
However, the Bidding Procedures contain one provision that may
serve to chill bidding. Specifically, by requiring that qualified
bids assume the Stalking Horse Bidder's and TD Waterhouse's
customer contracts and granting the Stalking Horse Bidder consent
rights over such assumption, the Stalking Horse Bidder is
effectively being given veto power over any potential rival
bidder."

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PINNACLE AIRLINES: Flight 3407 Claimants Want Details on Claims
---------------------------------------------------------------
A group of claimants asks U.S. Bankruptcy Judge Robert Gerber to
deny the disclosure statement for Pinnacle Airlines Corp.'s
Chapter 11 plan unless the company provides more information about
the subordination of the group's punitive damage claims.

Pinnacle proposed in the disclosure statement to classify punitive
damage claims in a separate and subordinate class to that of other
unsecured creditors.

In a March 4 filing, the group said the company did not state a
"factual or legal basis" for requesting subordination of those
claims.

"Because of this failure, the disclosure statement does not
provide adequate information for the holders of either punitive
damage claims or other general unsecured claims to determine how
to vote their claims," the claimants said.

The group said the disclosure statement describes a plan that is
not confirmable because it "unfairly discriminates" between
classes of similarly situated creditors due to the subordination
of the punitive damage claims.

The claimants also questioned the "broad powers" granted to the
unsecured claims trustee to estimate claims as well as the breath
of the injunction proposed in the plan which, they said, enjoins
all claims against the company.

The claimants sued Pinnacle and Colgan Inc. in behalf of the
victims who died when Continental Airlines Flight 3407 crashed
into a residential neighborhood near Clarence Center, New York, in
2009.  The group seeks to recover more than $900 million, of which
a sizable portion is attributable to punitive damage claims.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


PIONEER NATURAL: Fitch Hikes Issuer Default Rating From 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded the ratings on Pioneer Natural
Resources Co. (NYSE: PXD) to 'BBB-' from 'BB+'.  The Rating
Outlook is Stable.

Key Rating Drivers

Pioneer's ratings and Stable Outlook are supported by the
company's long-lived onshore reserve base, consistent production
growth, and valuable leasehold acreage positions in key oil and
liquids basins, the Permian and the Eagle Ford.

Management has established a track record of willingness to defend
its target leverage ratio of no more than 1.75 net debt to
operating cash flow and to fund growth capex with means other than
debt. This track record has included two separate common equity
raises ($489.5 million in Q4 2011 and $1.32 billion in Q1 2013),
two joint venture asset sales in key positions ($1.1 billion in
proceeds from the Eagle Ford JV in 2010 and $1.7 billion in
proceeds from the South Wolfcamp JV in 2013), and a robust hedging
program.

Concerns include relatively high leverage for an investment grade
exploration and production company, high capex investment required
to fund growth, and the risk of a macroeconomic scenario that
involves materially and persistently lower oil prices in the long
run.

The company's controlled subsidiary master limited partnership
(MLP), Pioneer Southwest Energy Partners L.P. (NYSE: PSE) also
presents a potential risk. While it is not management's current
plan, large asset drop downs to the MLP could be considered in
order to pursue preferential tax treatment. Such a change in
strategy could create structural subordination for PXD note
holders and could be credit negative if combined with equity
friendly uses of the proceeds such as a share buyback or dividend.

Looking forward, capital expenditures are expected to remain high
based on recent drilling success, acceleration in the Horizontal
Wolfcamp Shale. Management's capital budget for 2013 is $3
billion. The capital expenditure carry provided by Reliance in the
Eagle Ford joint venture ran out at the end of 2012 and Eagle Ford
capex in the plan is up significantly from $130 to $575 million
for 2012 and 2013 respectively.

While production growth and hedges should support cash flows to
fund this program in a lower oil price scenario, it is important
to note that most of the company's oil hedges are three way
collars. In Pioneer's case these hedges will only provide up to a
maximum of approximately $18 of support per barrel if WTI prices
fall below approximately $75 per barrel.

FCF is expected to be approximately negative $1 billion 2013.
However the recent $1.3 billion common equity raise and
announcement of the $1.7 billion South Wolfcamp JV (expected to
close in Q2 2013) should allow the company to fund this deficit
and pay down some debt relative to 2012 year end levels.

Fitch would expect beyond 2013 that Pioneer will continue to
outspend cash flow to fund its major drilling programs but that if
FCF negative then management will continue to target net debt to
operating cash flow 1.75(x). Fitch expects this would be met from
a combination of production growth, asset sales (or joint
ventures), and/or common equity issuances.

For the latest 12 months (LTM) ending Dec. 31, 2012, Pioneer's
adjusted EBITDA was $2.1 billion which resulted in leverage, as
measured by debt-to-EBITDAX, of 1.7x. Debt/flowing barrel of
production was approximately $22,600 at Dec. 31, 2012 using fourth
quarter average production of 165 thousand barrels of oil
equivalent per day.

Pioneer maintains liquidity from cash and equivalents ($229
million at Dec. 31, 2012); its $1.5 billion credit facility due
2017; and operating cash flows of $1.8 billion during the LTM
period, which are supported by significant hedge positions going
forward. These calculations are not pro forma for the company's
$1.3 billion equity raise and conversion of $240 million of
convertible notes in 2013.

Current maturities are minimal; however, Fitch expects the $480
million of convertible notes due 2038 will be addressed in 2013.

According to Pioneer $240.6 million in principal were converted in
January and February of 2013, and the company anticipates
redeeming all remaining notes in 2013. Further Pioneer has stated
that in general, upon conversion of a convertible senior note, the
holder will receive cash equal to the principal amount and common
stock for the conversion value in excess of the principal amount.
Fitch estimates this would total $500 million in cash for the
principal and roughly $400 million in additional common equity for
the excess conversion value (which would vary depending on
Pioneer's stock price).

Other than the convertible notes, the next maturity will be $455
million of 5.875% senior notes due in 2016.

Liquidity is solid at Pioneer, and the company remains in
compliance with all debt covenants. All of Pioneer's borrowings
have covenants, with the most restrictive covenants being
associated with the company's senior unsecured credit facility.
Pioneer's $1.5 billion senior unsecured credit facility contains a
total debt-to-book capitalization maximum of 60%.

Rating Sensitivities

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

-- Failure to execute on production growth expectations and a
    significant negative revision in expectations for horizontal
    drilling in the Permian basin.

-- A material deviation from management's targeted leverage of
    less than 1.75x net debt to operating cash flow. In
    particular, material capex increases, dividends or share
    repurchases above and beyond growth in cash flow from
    operations that result in more negative free cash flow
    prospects and increased leverage.

-- Large asset drop downs to the MLP subsidiary that signal a
    change in management strategy and increase risk of structural
    subordination.

-- A large debt financed acquisition that would significantly
    increase leverage.

-- Macro events outside the company's control such as a large and
    sustained decrease in oil prices.

Positive: Pioneer would need to continue to defend its balance
sheet and execute on production growth expectations for the
intermediate term. In particular this would require reduced
leverage significantly below 1.5x debt to EBITDA and $20,000 debt
per boe of production per day, and reduced negative free cash
flow.

Fitch upgrades Pioneers ratings as follows:

-- Long-term Issuer Default Rating to 'BBB-' from 'BB+';
-- Senior unsecured credit facility to 'BBB-' from 'BB+';
-- Senior unsecured notes to 'BBB-' from 'BB+'.

The Outlook is revised to Stable from Positive.


POTLATCH CORP: S&P Puts 'BB' CCR on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Spokane, Wash.-based Potlatch Corp. on CreditWatch with positive
implications, including the 'BB' corporate credit rating.

"The CreditWatch listings follow Potlatch's better-than-expected
fourth quarter and 2012 operating results because of a substantial
improvement in its wood products segment due to higher lumber
prices and increasing new housing construction activity," said
Standard & Poor's credit analyst Tobias Crabtree.  As a result,
leverage declined to 3.7x as of Dec. 31, 2012, better than S&P's
prior forecast of approximately 4x.  In addition, the company's
funds from operations (FFO) to debt improved to 21% from 16% in
2012.

Potlatch is a U.S. timber real estate investment trust (REIT) that
owns and manages approximately 1.4 million acres of timberlands in
Arkansas, Idaho, and Minnesota.  In addition to its timberlands
operations, Potlatch conducts a land sales and development
business and operates wood products manufacturing facilities
through its taxable REIT subsidiary.

S&P intends to resolve its CreditWatch after it assesses the
sustainability of Potlatch's recent improvement in financial
performance.  Key determinants for Potlatch's prospective
financial performance include log and lumber prices, the pace of
recovery in housing markets, and the ability for the company to
fund its dividend from free cash flow.  S&P could raise the
ratings if Potlatch's leverage were to decline to the mid-3x area
and S&P was to believe that it could be sustained at that level in
future periods.


POWERWAVE TECHNOLOGIES: J. Kryzanowski Holds 9% Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, John A. Kryzanowski disclosed that, as of
Dec. 31, 2012, he beneficially owns 2,950,160 shares of common
stock of Powerwave Technologies, Inc., representing 9.30% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/MqTcN9

                   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.


PRAYER & DELIVERANCE: Case Summary & 5 Unsecured Creditors
----------------------------------------------------------
Debtor: Prayer and Deliverance Ministries, Inc.
        2128 Remount Road
        Charlotte, NC 28208

Bankruptcy Case No.: 13-30419

Chapter 11 Petition Date: March 1, 2013

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Laura T. Beyer

Debtor's Counsel: G. Martin Hunter, Esq.
                  G. MARTIN HUNTER, ATTORNEY AT LAW
                  301 S. McDowell St., Suite 1014
                  Charlotte, NC 28204
                  Tel: (704) 377-8764
                  Fax: (704) 377-0590
                  E-mail: mhunter@martinhunterlaw.com

Scheduled Assets: $2,631,284

Scheduled Liabilities: $2,073,449

A copy of the Company's list of its five largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ncwb13-30419.pdf

The petition was signed by Roger Green, Sr., pastor.


RADIOSHACK CORP: Sales Decline Cues Moody's to Cut CFR to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded RadioShack Corporation's
corporate family rating to Caa1 from B3 and probability of default
rating to Caa1-PD from B3-PD. In addition, the ratings for
RadioShack's senior unsecured convertible notes and senior
unsecured notes were downgraded to Caa2 from Caa1. The ratings
outlook remains negative. RadioShack's SGL-1 Speculative Grade
Liquidity assessment is affirmed.

"The continuing negative trend in RadioShack's sales and margins
has resulted in a precipitous drop in profitability as its
business mix is skewed towards the highly competitive mobility
business and low margin smart phones causing continued
deterioration in credit metrics", Mickey Chadha, Senior Analyst at
Moody's said. "Additionally, we believe sales of RadioShack's
consumer electronics segment which includes products like GPS,
cameras and music players continue to shrink due to
cannibalization from multi-use smart phones which has further
exacerbated the decline in profitability", Chadha further stated.

Ratings Rationale:

RadioShack's Caa1 Corporate Family Rating reflects Moody's opinion
that the overall business strategy of the company to reverse the
decline in profitability has not gained any traction. Moody's
expects that the 2013 retail operating environment will remain
challenging and the increasing price competition within the
wireless mobility sector including wireless carriers will continue
to pressure RadioShack's profits. The rating also reflects the
company's increasing reliance on its low margin mobility business
resulting in margin erosion and weak credit metrics -- fiscal 2012
Moody's adjusted debt/EBITDA and EBITA/interest is 9.5 times and
0.3 times respectively, its vulnerability to product renewal
cycles, product volatility driven by price competition from a
variety of retail formats, small store size with the constant need
to re-balance product mix and obsolescence risk inherent in
consumer technology. The Rating is supported by RadioShack's very
good liquidity profile, and its selection of price-competitive
national and private label products. The company's breadth of
peripherals for digital and audio-visual products, which often
require high-touch sales efforts, helps differentiate it from big-
box stores.

Although near term debt maturity concerns are mitigated by the
company's high cash balance which is more than enough to pay off
the remaining $287 million convertible notes due August 2013,
Moody's expects the company to be increasingly reliant on its
unrestricted cash balances as operating performance and free cash
flow continues to deteriorate resulting in reduced financial
flexibility. The company purchased and retired $88 million of the
convertible notes in fiscal 2012. While there still remains very
good availability under the company's ABL revolving credit
facility, there has been a $56 million contractual reduction in
availability under the ABL as the company did not meet a specified
consolidated fixed charge coverage ratio during the fiscal year
ending 2012.

The following ratings are downgraded and point estimates updated:

Corporate Family Rating to Caa1 from B3

Probability of Default Rating to Caa1-PD from B3-PD

$287 million senior unsecured convertible notes due August 2013
to Caa2 (LGD5, 77%) from Caa1 (LGD 5, 72%)

$325 million senior unsecured notes due May 2019 to Caa2 (LGD5,
77%) from Caa1 (LGD 5, 72%)

The negative outlook reflects the uncertainty regarding the
company's ability to improve its operating performance in the next
12 months and Moody's expectation that RadioShack's ongoing
lackluster operating performance and margin erosion will likely
continue and credit metrics will remain weak in the near to medium
term.

Given the negative outlook and the steep decline in the company's
operating performance and profitability, upward movement in
RadioShack's ratings is unlikely in the near to medium term.
Stabilization of the outlook will require sustained improvement in
operating margins and absence of any further operating missteps.
Stabilization of the outlook will also require good liquidity, and
EBITDA demonstrating tangible incremental progress toward a level
that would result in debt/EBITDA being sustained below 6.5 times
and EBITA to interest being sustained above 1.0 times.

In the longer term a higher rating will require no deterioration
in liquidity, sustained positive comparable store sales growth and
improvements in operating margins and profitability such that
debt/EBITDA is sustained below 6.0 times and EBITA to interest is
sustained above 1.5 times.

The failure of the company to reverse the sequential quarterly
decline in EBITDA and earnings will lead to a downgrade. Ratings
could also be downgraded due any deterioration in liquidity.
Ratings could be downgraded if there is no improvement in credit
metrics in the near to medium term.

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

RadioShack is a retailer of consumer electronics and peripherals,
as well as a retailer of cellular phones. It operates roughly
4,664 stores in the U.S. and Mexico. The company also generates
sales through a network of 1,114 dealer outlets worldwide.
Revenues for the fiscal year 2012 were approximately $4.3 billion.


RANGE RESOURCES: New $500MM Senior Notes Gets Moody's Ba3 Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Range Resources
Corporation's new $500 million senior subordinated notes due 2023.
Proceeds from the new notes will be used initially to pay off the
borrowings under the company's senior secured credit facility.
Over the course of 2013, the proceeds are expected to be used to
fund a portion of Range's $1.3 billion capital expenditure budget.
The Corporate Family Rating of Ba2 is unaffected and the rating
outlook is stable.

"The Ba2 rating for Range reflects its natural gas focus and the
continuing outspending of cash flows," said Stuart Miller, Moody's
Vice President -- Senior Credit Officer. "Once cash flow and
capital expenditures become better aligned, a rating upgrade will
be considered."

Moody's current ratings for Range Resources Corporation are:

  LT Corporate Family Rating of Ba2

  Probability of Default Rating of Ba2 - PD

  Senior Subordinate Rating of Ba3

  Senior Unsec. Shelf Rating of (P)Ba3

  Senior Subordinate Shelf Rating of (P)Ba3

  LGD Senior Subordinate Assessment of LGD4 -- 63%

Ratings Rationale:

The senior subordinated note rating of Ba3 is one notch below the
Corporate Family Rating of Ba2 due to the structural superiority
of the $1.75 billion revolving credit facility. Should Range offer
senior notes in the future, it is possible that the senior
subordinated debt will receive an additional notch reduction from
the CFR. Range has the scale of most of Moody's Ba1 rated
companies including Newfield Exploration (Ba1 stable), Continental
Resources (Ba1 stable), and QEP Resources (Ba1 stable). At year
end 2012, the company reported total proved reserves of 1.1
billion Boe, 53% of which were proved developed. Most notable was
the continuing strong efficiency ratio achieved in 2012 with one
year F&D cost of less than $6 per Boe that allowed the company to
replace nearly 800% of its production.

In 2012, Range's production increased by 36% over the level
achieved in 2011 while reserves increased nearly 30%. Moody's
expects the pace of growth to continue in 2013, in part, because
of Range's large acreage position in the Marcellus Shale - less
than 10% of the company's acreage in the Marcellus was classified
as proved reserves at year end and most of the unproven acreage is
highly prospective. The large acreage position provides Range with
the opportunity to focus its drilling in the liquids-rich areas of
the play where condensate and natural gas liquids contribute to
better overall return on investment in today's depressed natural
gas price environment.

Range has announced a capital budget of $1.3 billion for 2013
which compares to Moody's estimates for cash flow from operations
of $800 to $900 million. Although the company announced an
agreement to sell assets in the Permian Basin for $275 million,
the remaining shortfall is expected to be funded primarily with
additional debt. While leverage as measured by debt to proved
developed reserves and debt to average daily production may
decline slightly over the next 12 to 18 months, the ratio of
retained cash flow to debt will likely remain weak at less than
30%, a level that constrains the company's rating.

Range has good liquidity with $1.5 billion available under its
$1.75 billion credit facility pro forma for the $500 million note
offering. Should it be necessary, the revolver lenders approved a
$2 billion borrowing base which could be used to provide an
additional $250 million of liquidity if the size of the credit
facility is increased. The liquidity provided by its credit
facility should be sufficient to fund the projected out-spending
of cash flow in 2013. Range's credit facility matures in February
2016 and has a maximum debt to EBITDAX maintenance covenant of
4.25x and a minimum current ratio requirement of 1.0x. Neither of
these covenants is expected to limit Range's access to the
revolver and force a reduction to the anticipated spending plans.
Essentially all of the company's assets are pledged as security
for the revolving credit lenders. However, because there is
significant over-collateralization, Range's asset base provides
the opportunity, albeit limited, to generate secondary liquidity
through asset sales.

The stable outlook is based on an expectation that while debt may
increase over the next twelve months, reserve additions and
production increases will keep pace with the higher debt levels.
To consider an upgrade, Range would need to improve the ratio of
retained cash flow to debt to 40% and reduce the ratio of debt to
average daily production to less than $20,000 per Boe. Pro forma
for the offering, the ratio stands at approximately $24,000 per
Boe. Both of these ratios are being negatively impacted by Range's
significant out-spending of internally generated cash flow. A
downgrade would be appropriate if the company's capital
productivity stalls which would be signaled by an increase in
leverage. If the ratio of debt to average daily production
approaches $30,000 per Boe, a negative outlook becomes
increasingly likely.

The principal methodology used in rating Range Resources
Corporation was Moody's Global Exploration and Production (E&P)
rating 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.

Range Resources Corporation, with annual revenues of $1,458
million, is a mid-sized independent exploration and production
company that is headquartered in Fort Worth, Texas.


RANGE RESOURCES: S&P Assigns 'BB' Rating to $500MM Sr. Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'BB'
issue-level rating and '3' recovery rating to Fort Worth, Texas-
based Range Resources Corp.'s proposed $500 million senior
subordinated notes due 2023.  The '3' recovery rating indicates
S&P's expectation of a meaningful (50% to 70%) recovery in the
event of default.  The company expects to use the proceeds of the
proposed notes to repay borrowings under its credit facility.

The ratings on exploration and production company Range Resources
incorporate what S&P views as the company's "satisfactory"
business risk, "aggressive" financial risk profile, and "adequate"
liquidity.  S&P's assessment of Range Resources' business profile
reflects the cyclical and capital-intensive nature of the E&P
industry, the market's currently weak natural gas prices, and the
company's large capital expenditure program that has been
partially financed with debt.  The ratings also incorporate Range
Resource's low cost structure, leading position in the Marcellus
shale play, and solid liquidity.  As of Dec. 30, 2012, Range
Resources had approximately $3.0 billion in adjusted debt.

RATINGS LIST
Range Resources Corp
Corporate credit rating                BB/Stable/--

New Rating
Proposed $500 mil sr sub nts due 2023  BB
  Recovery rating                       3


READER'S DIGEST: U.S. Trustee Appoints Creditors Committee
----------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, has
appointed three unsecured creditors who are willing to serve on
the Official Committee of Unsecured Creditors of RDA Holding Co.
and its affiliated debtors:

     1. HCL America, Inc.
        330 Potrero Avenue
        Sunnyvale, CA 94085
        Attn: Raghu Raman Lakshmanan
              General Counsel
        Tel: (408) 523-8331
        Fax: (408) 733-0482

     2. Quad/Graphics, Inc.
        N61 W23044 Harry's Way
        Sussex, WI 53089
        Attn: Patricia A. Rydzik
              Corporate Credit Manager
        Tel: (414) 566-2127
        Fax: (414) 566-9415

    3. Daniel Meehan
       27 Sara Drive
       Robbinsville, NJ 08691
       Tel: (609) 577-4408

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


REAL ESTATE ASSOCIATES: E. Schmidt Named Director of Reporting
--------------------------------------------------------------
Real Estate Associates Limited VII announced that, effective
Feb. 28, 2013, the sole member of the corporate general partner of
the Partnership has appointed Mr. Edward Schmidt as the Director
of Reporting of the general partner of the Partnership and of
Bethesda Holdings, II, LLC, and the equivalent of the chief
financial officer of the Partnership.

Since February 2012, Mr. Schmidt has worked with McGrath
Investment Management, LLC, most recently as a Director with
responsibilities for fund management and investor reporting.  From
2010 through 2012, Mr. Schmidt served as a senior analyst for
Apartment Investment and Management Company, a public reporting
real estate investment trust, working in various management
capacities, including within the finance function, the transaction
finance and analytics department and the fund management
department, which handled the internal investor reporting for
Aimco.  Prior to that, Mr. Schmidt worked in public accounting
with Clifton Gunderson, LLP, now known as Clifton Larson Allen,
LLP, where he served as a financial accountant for Special
District Services, local government consultant, and, from 2008 to
2010, as auditor for the California State Revolving Fund.  Mr.
Schmidt received a Bachelor of Science Degree with a double
concentration in Finance and Accounting from Colorado State
University.

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On Feb. 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds
limited partnership interests in 1 and 11 Local Limited
Partnerships, respectively, and a general partner interest in REA
IV which, in turn, holds limited partnership interests in 3 and 8
additional Local Limited Partnerships, respectively; therefore,
the Partnership holds interests, either directly or indirectly
through REA IV, in 4 and 19 Local Limited Partnerships,
respectively.  The other general partner of REA IV is NAPICO.  The
Local Limited Partnerships own residential low income rental
projects consisting of 403 and 1,237 apartment units at Sept. 30,
2012, and Dec. 31, 2011, respectively.  The mortgage loans of
these projects are payable to or insured by various governmental
agencies.

The Partnership reported a net loss of $861,000 on $0 of revenue
in 2011, compared with net income of $171,000 on $0 of revenue in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $13.3 million in total liabilities, and a total
partners' deficit of $12.2 million.

                           Going Concern

The Partnership continues to generate recurring operating losses.
In addition, the Partnership is in default on notes payable and
related accrued interest payable that matured between December
1999 and January 2012.

Three of the Partnership's four remaining investments involved
purchases of partnership interests from partners who subsequently
withdrew from the operating partnership.  As of Sept. 30, 2012,
and Dec. 31, 2011, the Partnership is obligated for non-recourse
notes payable of approximately $3,741,000 and $6,070,000,
respectively, to the sellers of the partnership interests, bearing
interest at 9.5% to 10%. Total outstanding accrued interest is
approximately $9,524,000 and $15,215,000 at Sept. 30, 2012, and
Dec. 31, 2011, respectively.  These obligations and the related
interest are collateralized by the Partnership's investment in the
local limited partnerships and are payable only out of cash
distributions from the Local Limited Partnerships, as defined in
the notes.  Unpaid interest was due at maturity of the notes.  All
of the notes payable have matured and remain unpaid at Sept. 30,
2012.

No payments were made on the notes payable during the nine months
ended Sept. 30, 2012 or 2011.  The holder of the non-recourse
notes payable collateralized by the Partnership's investment in
five Local Limited Partnerships purchased the projects owned by
these Local Limited Partnerships, which resulted in the
extinguishment of notes payable of approximately $2,329,000 and
accrued interest of approximately $6,036,000 during the nine
months ended Sept. 30, 2012.  The Partnership has agreements with
the non-recourse note holder for the remaining three notes payable
in which the note holder agreed to forebear taking any action
under these notes in order to permit the Partnership to negotiate
the sale of its limited partnership interests in these Local
Limited Partnerships to the local general partner of the
respective Local Limited Partnerships.  Subsequent to Sept. 30,
2012, the Partnership sold its interest in one of these Local
Limited Partnerships, Aristocrat Manor, to the local general
partner of the Local Limited Partnership.  The two remaining sales
are expected to close during 2013.

After auditing the 2011 results, Ernst & Young LLP, in
Greenville, South Carolina, expressed substantial doubt about the
Partnership's ability to continue as a going concern.  The
independent auditors noted that the Partnership continues to
generate recurring operating losses.  In addition, notes payable
and related accrued interest totalling $16.2 million are in
default due to non-payment.


REID PARK: Court OKs Additional Services From Doris Parker
----------------------------------------------------------
Reid Park Properties LLC sought and obtained approval to expand
the scope of services provided by Doris Parker of Creative
Hospitality Investment Consultants to allow the continuing
employment of services provided by Ms. Parker as an expert
witness.

The Debtor previously retained Ms. Parker as an expert witness on
the issue of management fees and on the feasibility of Debtor's
Plan and other confirmation issues.

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms.  It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


REID PARK: Court OKs Employment of Tom Tracy as Expert Witness
--------------------------------------------------------------
Reid Park, L.L.C. sought and obtained approval from the Bankruptcy
Court to employ Tom Tracy of The Lodging Company as an expert
witness for an evidentiary hearing.

The Debtor said Mr. Tracy will apply his experience and knowledge
in assisting the Debtor as an expert in the hospitality industry
with special knowledge of the Southern Arizona market and the
benefits to the Tucson community, equity holders and creditors of
local management and local ownership as well as the benefits of
the same to creditors.

Mr. Tracy attests that he is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Tracy will charge the Debtor $1,500 per hour for services plus
full payment of related, out of pocket expenses.

Mr. Tracy has informed the Debtor that he does not represent or
have any connection with any other entity having an adverse
interest in connection with the Chapter 11 case, and therefore,
believes he is eligible to represent the Debtor under 11 U.S.C.
Sec. 101(14) and 327(a).  To the best of the Debtor's knowledge,
Mr. Tracy is a disinterested person who does not hold or represent
an interest adverse to the estate.

                     About Reid Park Properties

Reid Park Properties LLC owns the Doubletree Hotel Tucson located
in South Alernon Way in Tucson, Arizona.  The nine-story property
has 287 rooms.  It was purchased for $31.8 million in 2007 by an
affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


RESIDENTIAL CAPITAL: Ally Denies Control of RMBS Settlement Talks
-----------------------------------------------------------------
In response to an objection raised by the Ad Hoc Group of Junior
Secured Noteholders with respect to Residential Capital's proposed
$8.7 billion settlement with residential mortgage-backed
securities trusts, Ally Financial, Inc., maintains it did not play
the primary role in the RMBS Trust Settlement negotiations.  Ally
notes that evidence demonstrates that Residential Capital was
represented throughout the negotiations by experienced independent
counsel from Morrison & Foerster.

Moreover, Ally refutes the Ad Hoc Group's contention that it
sought to trade a large allowed claim against the Debtors in
exchange for the Settling Investors support for a plan support
agreement granting Ally a broad third party release and capping
Ally's contribution at $750 million.

The RMBS Trust Settlement is between the RMBS investors and
ResCap, not Ally, and the Ally-ResCap settlement and RMBS Trust
Settlement were negotiated by different people, Daniel T. Donovan,
Esq., at Kirkland & Ellis LLP, in New York, tells the Court.

Meanwhile, the Steering Committee of Institutional Investors
maintains that the $8.7 billion allowed claim is not unreasonably
large.  The Steering Committee also asserts that the settlement
would only compromise trust-based claims and the RMBS Trustees
have authority to compromise trust-based claims.  For these
reasons, the Steering Committee maintains that the proposed
settlement should be approved.

                    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 Sues UMB, Wells Fargo
----------------------------------------------------
The Official Committee of Unsecured Creditors of debtors
Residential Capital LLC and its affiliates, on behalf of the
Debtors, commenced an adversary proceeding against UMB Bank, N.A.,
as successor indenture trustee under the Indenture, dated as of
June 6, 2008, pursuant to which approximately $4 billion o 9.625%
junior secured notes due 2015 were issued; and Wells Fargo Bank,
N.A., third priority collateral agent and collateral control agent
under the Amended and Restated Third Priority Pledge and Security
Agreement and Irrevocable Proxy, dated as of December 30, 2009.

The adversary complaint seeks declaratory judgment, avoidance of
liens, and disallowance of claims.  Specifically, the Committee
asks the Court to declare that certain property of the Debtors is
not subject to liens or security interests asserted by the
Collateral Agent for the benefit of the Indenture Trustee and the
Junior Secured Noteholders and that certain liens or security
interests asserted by the Secured Parties on property of the
Debtors are unperfected.

According to the Committee, the Debtors' internal collateral
tracking database identified only approximately $1.3 billion in
collateral securing the Junior Secured Notes and the AFI Revolver
and that, prior to the Petition Date, the Debtors' internal
database identified nearly all of the "Blanket" collateral as
"Unpledged."  The Committee also noted that the Debtors failed to
independently verify whether the Secured Parties had perfected
liens, or any liens at all, on the assets that comprise "Blanket"
property or whether any such assets constitute Excluded Assets
under the Notes Security Agreement.  The Notes Security Agreement,
the Committee further noted, specifically excludes certain assets
labeled "Excluded Assets" from the Notes Collateral.

The Committee also asks the Court to declare that the Secured
Parties do not have valid liens on or security interests in
unencumbered real property valued at approximately $9 million.

Furthermore, the Committee asks the Court to issue an order
avoiding the Secured Parties' unperfected liens on or security
interests in certain property, under Sections 544, 550, and 551 of
the Bankruptcy Code, and an order avoiding certain liens or
security interests asserted by the Secured Parties on the
Preference Assets, or recover the value of those assets, as
preferential transfers under Sections 547, 550, and 551.

The Committee also wants the Court to:

   (i) recharacterize postpetition payments to the Secured
       Parties' professionals as payments of principal;

  (ii) clarify the priority of the Secured Parties' liens; and

(iii) disallow the Secured Parties' claims pending final
       resolution of the claims in the adversary complaint and
       their claims to the extent those claims include unmatured
       interest.

                    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: Universal Restoration Sues GMAC
----------------------------------------------------
Universal Restoration Services, Inc., filed an action against
Debtor GMAC Mortgage, LLC, seeking to recover money being held in
trust for Universal by GMAC.

Universal is the plaintiff in a suit presently pending in the
Circuit Court of Cook County, Illinois, Law Division (No. 11 L
004635) in which GMAC is a named defendant. The state court
complaint against GMAC alleges (i) breach of fiduciary duty; (ii)
breach of contract; (iii) fraud; and (iv) constructive trust.  The
state court action against GMAC has been moved to the "bankruptcy
stay calendar" pending resolution of Universal's position in
GMAC's bankruptcy. Through the adversary proceeding, Universal
seeks a determination that monies GMAC holds for Universal in
trust or escrow for the benefit of Universal, which is the basis
for the state court complaint, are not "property of the estate"
under Section 541 of the Bankruptcy Code.

Universal says it is entitled to a turnover of said funds being
held in trust by GMAC for its benefit in the amount of $108,910.


RITE AID: Cash Tender Offers for Outstanding Notes Expires
----------------------------------------------------------
Rite Aid Corporation's previously announced cash tender offers for
any and all of its outstanding 9.750% Senior Secured Notes due
2016, 10.375% Senior Secured Notes due 2016 and 6.875% Senior
Debentures due 2013 expired at midnight, Eastern Time, on Feb. 28,
2013.

As of the Expiration Date, approximately:

   (i) $257.3 million aggregate principal amount of the 9.750%
       Notes had been validly tendered and not validly withdrawn
      (representing approximately 62.8% of the outstanding 9.750%
       Notes);

  (ii) $402 million aggregate principal amount of the 10.375%
       Notes had been validly tendered and not validly withdrawn
      (representing approximately 85.5% of the outstanding 10.375%
       Notes); and

(iii) $119.1 million aggregate principal amount of the 6.875%
       Debentures had been validly tendered and not validly
       withdrawn (representing approximately 66.1% of the
       outstanding 6.875% Debentures).

All of the 10.375% Notes that were validly tendered on or prior to
the consent payment deadline, which was midnight, Eastern Time, on
Feb. 13, 2013, were accepted for purchase on Feb. 21, 2013.  An
additional $180,000 aggregate principal amount of the 9.750% Notes
and an additional $163,000 aggregate principal amount of the
6.875% Debentures had been validly tendered after the Consent
Payment Deadline but on or prior to the Expiration Date and were
accepted for purchase on March 1, 2013.  The remaining 9.750%
Notes and 6.875% Debentures that had been validly tendered at or
prior to the Consent Payment Deadline were accepted for purchase
on Feb. 21, 2013.

The 9.750% Notes and 10.375% Notes that remain outstanding
following the tender offers have been called for redemption on
March 25, 2013.  All of the remaining Notes of each series have
been satisfied and discharged by the Company.

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia and fiscal 2012 annual
revenues of $26.1 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

The Company's balance sheet at Dec. 1, 2012, showed $7.18 billion
in total assets, $9.76 billion in total liabilities and a $2.57
billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

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


SA' NYU WA: $28MM Judgment Prompts Chapter 11 Bankruptcy
--------------------------------------------------------
The Associated Press reports that the Hualapai tribal corporation
Sa' Nyu Wa, which managed the Grand Canyon Skywalk, filed for
Chapter 11 bankruptcy protection Monday after a federal judge
upheld a $28 million judgment in favor of the Las Vegas developer
who built the glass bridge.

The AP reports that Sa' Nyu Wa contracted with David Jin in 2003
to share revenue from the Skywalk that gives visitors a view of
the Colorado River from beyond the edge of the canyon on the
Hualapai reservation, 120 miles east of Las Vegas.  The
corporation has assets of up to $10 million from ticket sales but
owes creditors as much as $50 million, court documents filed late
Monday show.

The report relates the corporation is appealing the judgment while
Mr. Jin's attorneys seek to garnish its bank accounts to help
fulfill the award granted in arbitration.

The report notes SNW chief executive Jennifer Turner said the
corporation cannot continue its business operations. The Grand
Canyon Resort Corporation -- which runs a tribal lodge, rafting
trips and other tourism operations -- now is running the Skywalk
and has hired the employees from SNW, Ms. Turner said.

According to the report, Mr. Jin's attorneys see the bankruptcy
filing as another tactic to delay payment to Mr. Jin. His company,
Grand Canyon Skywalk Development, is by far the largest of the
creditors that also include food distributors, photographers, fuel
suppliers and a souvenir company. The filing frees Sa' Nyu Wa from
any lawsuits by creditors while it reorganizes its finances.


SALEM COMMUNICATIONS: Moody's Rates New $300MM Term Loan 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Salem
Communications Corporation's proposed $25 million priority 1st
lien senior secured revolver and a B2 rating to the company's
proposed $300 million 1st lien term loan B. Proceeds from the new
credit facility will be used to refinance existing debt
instruments including $213.5 million of 9.625% 2nd lien notes,
$22.5 million of subordinated notes including related party loans,
revolver advances, and up to $23 million of repurchase premiums.
In addition, Moody's revised the PDR to B3-PD from B2-PD
reflecting the proposed all bank debt structure and assigned SGL-2
Speculative Grade Liquidity Rating. Moody's affirmed the B2
Corporate Family Rating and the rating outlook remains stable.

Assigned:

Issuer: Salem Communications Corporation

  $25 million Priority 1st Lien Sr Secured Revolver: Assigned
  Ba2, LGD1 -- 0%

  $300 million 1st Lien Sr Secured Term Loan B: Assigned B2, LGD3
  -- 35%

  Speculative Grade Liquidity Rating: Assigned SGL - 2

Affirmed:

Issuer: Salem Communications Corporation

  Corporate Family Rating: Affirmed B2

Downgraded:

Issuer: Salem Communications Corporation

  Probability of Default Rating: Downgraded to B3-PD from B2-PD

Outlook Actions:

Issuer: Salem Communications Corporation

  Outlook is Stable

To be withdrawn upon completion of tender or subsequent
redemptions:

Issuer: Salem Communications Corporation

  9.625% 2nd lien notes due 2016 ($213.5 million outstanding):
  B2, LGD4 -- 53%

Ratings Rationale:

Salem's B2 CFR reflects the company's high leverage with 5.9x
debt-to-EBITDA as of December 31, 2012 (including Moody's standard
adjustments, pro forma for the proposed refinancing) which Moody's
expects to improve to roughly 5.5x by the end of 2013 with mid-
single digit percentage free cash flow-to-debt ratios. Despite the
absence of significant political ad demand in 2013, Moody's
expects the company to generate at least low-single digit
percentage revenue growth over the next 12 months. Ratings
incorporate the company's small revenue base relative to its
broadcasting peers and exposure to cyclical changes in advertising
spending in the mature radio industry, partially offset by its
leading market position in Christian teaching and talk format.
Moody's believes Salem's operating performance is more stable
compared to typical radio broadcasters due to its block
programming segment (approximately 41% of 2012 net broadcast
revenues). Block programming is less reliant on advertising
dollars due to their contractual and recurring nature. Not-for-
profit entities comprise the majority of block programming clients
and are driven by donations and other forms of fundraising. These
funding sources exhibit cyclical volatility, but block programming
generally has high annual renewal rates (exceeding 90%) and is
affected by longer-term factors such as maintaining audience
levels to sustain donor pools through economic cycles. The station
portfolio is largely in the top 25 markets with the majority of
signals on the less attractive AM band. Although the company has a
broad footprint, there is some geographic concentration as Salem's
top two markets (Los Angeles and Dallas) accounted for
approximately 40% of net advertising revenues in FY2012. Salem has
a leading position in the niche religious format, with limited
direct competition for similar programming, although the company
competes for consumer time and attention with a wide variety of
news/information media and leisure activities.

Management is being opportunistic in refinancing the higher coupon
2nd lien notes due 2016 ahead of its December 2013 call date.
Despite up to $23 million of repurchase premiums, the refinancing
is NPV positive given elimination of the higher coupon on the 2nd
lien notes and pushes out the nearest significant maturity to 2018
when the revolver matures. Management has a reported leverage
target of less than 4.0x which Moody's believes is important to
support operating and financial flexibility as well as to provide
some cushion for the next cyclical downturn, and Moody's expects
the term loan to be paid down with excess cash flow absent
acquisitions. Salem has a consistent track record of reducing debt
balances since 2006 when reported year end debt peaked at $361
million. Liquidity is good with mid-single digit percentage free
cash flow-to-debt ratios and the revolver provides more than
adequate back stop for working capital needs. The B2 CFR
incorporates quarterly dividend increases as free cash flow rises
above current levels. In March 2012, the company declared a
quarterly dividend of $0.035 per share, or $3.4 million in annual
distributions. Event risk related to continued acquisitions of
broadcasting and non-broadcasting assets could pressure ratings if
planned cash flow benefits fail to materialize or if they result
in deterioration of free cash flow or weak liquidity.

The stable outlook reflects Moody's view that operating
performance and credit metrics will track expectations over the
rating horizon with debt-to-EBITDA ratios improving from initial
post-transaction levels consistent with management's leverage
target. The outlook incorporates additional tuck-in acquisitions
as well as quarterly dividends from excess cash. Ratings could be
downgraded if Salem were to sustain debt-to-EBITDA ratios above
6.0x (including Moody's standard adjustments) or if free cash
flow-to-debt ratios were to deteriorate to less than 2% reflecting
underperformance. Debt financed acquisitions or more aggressive
shareholder distributions resulting in weakened liquidity,
including potential for a financial covenant violation, could also
result in a downgrade. Ratings could be upgraded if debt-to-EBITDA
ratios are sustained comfortably under 5.0x (including Moody's
standard adjustments) with free cash flow-to-debt ratios in the
high single-digit percentage range. Salem would also need to
maintain good liquidity.

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

Salem Communications Corporation, formed in 1986 and headquartered
in Camarillo, CA, is a religious programming radio broadcaster
(80% of FY2012 revenue) with integrated business operations
including Internet services (15%) and publishing (5%). Salem owns
or operates 99 radio stations (29 FM, 70 AM) in 38 markets,
including 61 stations in 22 of the top 25 markets, and its radio
network provides content for over 2,400 affiliates. The Internet
business, Salem Web Network, provides services including audio and
video web streaming of Christian and conservative themed content.
Salem's publishing business produces and distributes print
magazines as well as provides a print-on-demand self publishing
service for Christian authors. Edward G. Atsinger III (CEO),
Stuart Epperson (Chairman, and brother-in-law of CEO), Edward C.
Atsinger (son of the CEO), Nancy A. Epperson (Chairman's spouse),
and their trusts own approximately 55% of economic interest in the
company and approximately 86% of voting control through a dual
class share structure with the remaining shares being widely held.
Revenues for FY2012 totaled $229 million.


SALEM COMMUNICATIONS: S&P Affirms 'B' CCR & Rates Loan B 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Camarillo, Calif.-based radio broadcaster Salem
Communications Corp.  The outlook is positive.

At the same time, S&P assigned the company's term loan B due 2020
an issue-level rating of 'B', with a recovery rating of '3',
indicating its expectation for meaningful (50%-70%) recovery for
lenders in the event of a payment default.

The 'B' rating and positive outlook on Salem Communications Corp.
reflect the company's continued stable operating performance and
Standard & Poor' Ratings Services' belief that in 2013 the company
could reduce debt leverage through EBITDA growth and debt
reduction to a level in the mid-5x area.  The proposed transaction
increases leverage to roughly 5.9x from 5.5x but improves cash
flow generation and interest coverage, which in S&P's opinion
gives the company slightly more financial flexibility.

Factors supporting S&P's assessment of Salem's business risk
profile as "fair" include the potential for a resumption of
negative structural trends in radio, competition from larger
rivals, and advertising cyclicality.  Positive factors that
somewhat temper these weaknesses include the relative stability of
cash flow from fee-based sales of programming time blocks to
external religious programmers, a satisfactory EBITDA margin, and
"adequate" liquidity.  Salem has a "highly leveraged" financial
risk profile, in S&P's view, based on its high debt leverage and
low, albeit improving, EBITDA coverage of interest expense.
S&P's management and governance assessment is "fair."

Salem's more stable operation is its time block sales to external
programmers.  Its less stable revenue comes from traditional radio
advertising on its owned and operated radio stations, for which it
bears programming costs.  This revenue is directly exposed to
advertising demand cycles and structural trends.  The company also
operates certain lower-margin publishing assets, which have
modestly reduced its consolidated EBITDA margin compared with
pure-play radio broadcasting peers.  The company's EBITDA margin
was 23% for 2012, down from 24% in 2010 despite 5% revenue growth.
The EBITDA margin decline stems from a rise in broadcast operating
expenses due to increased personnel costs and programming
expenses.


SAN BERNARDINO, CA: Wants To Turn Down Union Contracts
------------------------------------------------------
Helen Christophi of BankruptcyLaw360 reported that the city of San
Bernardino, Calif., on Monday urged a bankruptcy judge to allow it
to reject collective bargaining agreements with three unions that
have refused to modify their agreements with the city, saying it
had negotiated with the unions in good faith.

The report related that in its motion Monday, San Bernardino asks
the court for an order approving its rejection of the agreements
with the San Bernardino Public Employees Association, the San
Bernardino Police Officers Association and the San Bernardino City
Professional Firefighters.

                      About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

In February 2013,, San Bernardino named Allen J. Parker as city
manager after its acting city manager, Andrea Travis-Miller, quit.
Parker, who twice declared personal bankruptcy, has an annual
salary of almost $222,000 as city manager.


SB HOTEL: Case Summary & 7 Unsecured Creditors
----------------------------------------------
Debtor: SB Hotel Management, Inc.
        1650 West 82nd Street, #110
        Bloomington, MN 55431

Bankruptcy Case No.: 13-40999

Chapter 11 Petition Date: March 1, 2013

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

Judge: Dennis D O'Brien

Debtor's Counsel: William A. Vincent, Esq.
                  WILLIAM A VINCENT PA
                  17736 Excelsior Blvd
                  Minnetonka, MN 55345
                  Tel: (952) 401-8883
                  Fax: (952) 401-8889
                  E-mail: wavpatax@aol.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 seven largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/mnb13-40999.pdf

The petition was signed by Amarjit Singh, president.


SCHOOL SPECIALTY: CRGI No Longer Owns Shares at Dec. 31
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Capital Research Global Investors disclosed
that, as of Dec. 31, 2012, it does not beneficially own shares of
common stock of School Specialty, Incorporated.  A copy of the
filing is available for free at http://is.gd/3keBJ3

                       About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70 percent of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of
$394.6 million.


SEALY CORP: Expects to Close Merger with Tempur-Pedic by March 15
-----------------------------------------------------------------
Sealy Corporation delivered the required notice to holders of
Sealy and Sealy Mattress Company 8% Senior Secured Third Lien
Convertible Notes due 2016 (CUSIP No. 812139400) pursuant to
Section 10.05 of the Supplemental Indenture, dated as of July 10,
2009, by and among Sealy, Sealy Mattress Company, the Guarantors,
and The Bank of New York Mellon Trust Company, N.A., as Trustee
and as Collateral Agent, supplementing the Indenture, dated as of
July 10, 2009, among Sealy Mattress Company, the Guarantors and
the Trustee, pursuant to which the Notes were issued.

On Sept. 26, 2012, Sealy entered into an Agreement and Plan of
Merger with Tempur-Pedic International Inc. and Silver Lightning
Merger Company, a subsidiary of Tempur-Pedic.  In accordance with
the Merger Agreement, on the Effective Date, Sub will merge with
and into Sealy, after which the separate corporate existence of
Sub will cease and Sealy will continue as a surviving subsidiary
of Tempur-Pedic.

The consummation of the Merger will constitute a "Make-Whole
Event" under clause (2) of the definition thereof in the
Indenture.  As previously publicly disclosed, the Merger is
subject to the satisfaction or waiver of the conditions set forth
in the Merger Agreement, including the receipt of regulatory
approvals, and based on the assumption that regulatory approvals
are received on or before March 8, 2013, and that all of the other
conditions in the Merger Agreement will be satisfied, the
anticipated effective date of the Make-Whole Event is expected to
be on or after March 15, 2013.

To the extent that the Effective Date occurs on or prior to the
maturity date of the Notes, if holders elect to convert their
Notes at any time following the Effective Date and prior to the
date the Co-Issuers' designate as the date on which they will
repurchase the Notes, upon any holder's request, following the
occurrence of a fundamental change to be specified in a related
notice circulated in connection with the Effective Date, the
conversion price applicable to each Note that is surrendered for
conversion during the Make-Whole Period will be reduced.

The reduced Conversion Price will be determined by reference to
the table set forth in Section 10.05 of the Indenture and will be
based on the date of conversion and an Applicable Price of $2.20
per share based on consideration of $2.20 per share payable to
holders of shares of common stock of Sealy under the Merger
Agreement.  After the Co-Issuers have determined the definitive
Effective Date, the Co-Issuers will notify each Holder and the
Trustee of such Effective Date and the amounts by which the
Conversion Price of the Notes has been reduced.

While the parties expect that the Merger may be consummated as
early as March 15, 2013, the Merger is subject to certain closing
conditions, including the receipt of regulatory approvals, and
there can be no assurance that the required conditions will be
satisfied or waived by that date, or at all.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEARS HOLDINGS: Emily Scott Won't Seek for Board Reelection
-----------------------------------------------------------
Emily Scott advised Sears Holdings Corporation of her decision not
to stand for re-election as a member of the Board of Directors of
the Company at the Company's annual meeting of stockholders
scheduled to be held on May 1, 2013.  Ms. Scott has indicated her
intention to continue to serve as a director until the Annual
Meeting.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

For the year ended Feb. 2, 2013, the Company incurred a net loss
of $1.05 billion on $39.85 billion of merchandise sales and
services, as compared with a net loss of $3.14 billion on $41.56
billion of merchandise sales and services for the year ended
Jan. 28, 2012.

The Company's balance sheet at Feb. 2, 2013, showed $19.34 billion
in total assets, $16.16 billion in total liabilities and $3.17
billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SECUREALERT INC: To Swap 362MM Common Shares for 45,698 D Shares
----------------------------------------------------------------
SecureAlert, Inc., entered into an exchange offer involving the
exchange of outstanding shares of the Company's Series D
Convertible Preferred Stock for shares of the Company's common
stock.  Holders of approximately 98.1% of the issued and
outstanding shares of Series D accepted the offer to exchange
their shares for common stock under the offering.  Pursuant to the
terms of the offering, the Company will issue a total of
362,269,500 shares of common stock in exchange for 45,698 shares
of Series D tendered for exchange through the termination date of
the offering.

The Company's Board of Directors extended the deadline for the
exchange of Series D to Wednesday, March 6, 2013, as permitted by
the terms of the offering, to accommodate the remaining Series D
holders who were unable to participate in the exchange of Series D
for common stock of the Company by the original Feb. 28, 2013,
deadline.  If all the remaining Series D holders elect to
participate in the exchange offer, the Registrant will issue an
additional 7,599,000 shares of common stock in exchange for the
remaining shares of Series D.

                       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.


SECUREALERT INC: Board Chair Hanlon Resigns Due to Disagreements
----------------------------------------------------------------
David Hanlon, a director of SecureAlert, Inc., since October 2006,
tendered his resignation from the Board of Directors of the
Company.  At the time of his resignation, Mr. Hanlon was serving
as Chairman of the Board of Directors.  Mr. Hanlon was not a
nominee for election at the Company's Annual Meeting of
Shareholders held on Feb. 28, 2013, and his term would have ended
following the election of the new Board of Directors.

Mr. Hanlon's resignation was prompted by several concerns and
disagreements with the actions taken by the Board, including, the
votes by Rene Klinkhammer and Guy Dubois to approve a Settlement
Agreement and Royalty and Share Buy Back Agreement among the
Company, Borinquen Container Corporation and Sapinda Asia Limited.

"Messrs. Klinkhammer and Dubois should have recused themselves
from the vote.  Mr. Klinkhammer is employed by another Sapinda
entity and reports directly to Mr. Lars Windhorst who controls
Sapinda Asia.  Mr. Dubois was appointed to the Board as a specific
condition of Sapinda Asia agreeing to enter into a Loan and
Security Agreement with the Company," Mr. Hanlon asserts.

According to Mr. Hanlon, Mr. Dubois claims to have no equity
interest in the Company and also claims to have no arrangement to
purchase equity or receive compensation from Sapinda or its
affiliates, but continues to work actively as the management of
the Company without compensation from the Company.

In addition, Sapinda and its affiliates now control more than 50%
of the Company, and, in Mr. Hanlon's opinion show complete
disregard for minority shareholders.

A majority of the Company's Board of Directors disagrees with the
positions asserted by Mr. Hanlon in his resignation.

                      Annual Meeting Results

The Annual Meeting of Shareholders of SecureAlert was held on
Feb. 28, 2013, at which the shareholders:

(1) elected six director nominees to serve until the next Annual
    Meeting of Shareholders and the election and qualification of
    their successors, namely: (1) David Boone, (2) Winfried Kunz,
   (3) George F. Schmitt, (4) Rene Klinkhammer, (5) Guy Dubois,
    and (6) Dan Mabey;

(2) approved an amendment to the Articles of Incorporation to
    effect, in the discretion of the Board of Directors, a reverse
    stock split of common stock at any time prior to the next
    Annual Meeting of Shareholders at a reverse split ratio in the
    range of between 1-for- 200 and 1-for-400, which specific
    ratio will be determined by the Board of Directors;

(3) approved an amendment to the Articles of Incorporation to
    decrease the number of shares of Common Stock that the Company
    is authorized to issue from 1,250,000,000 to 15,000,000
    shares.  The Authorized Share Reduction Amendment will not be
    implemented and the decrease in authorized shares of Common
    Stock will not occur unless the Reverse Stock Split is
    approved by the Shareholders;

(4) approved a yearly advisory vote on executive compensation; and

(5) ratified the appointment of Hansen Barnett & Maxwell, P.C., as
    the Company's independent registered public accountants.

                       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.


SINCLAIR BROADCAST: To Buy Four Cox Media Stations for $99-Mil.
---------------------------------------------------------------
Sinclair Broadcast Group, Inc., has entered into a definitive
agreement to purchase the stock and broadcast assets of four
television stations owned by COX Media Group for $99 million less
$4.3 million of working capital adjustments and entered into an
agreement to provide sales services to one other station.  The
transaction is subject to approval by the Federal Communications
Commission, and antitrust clearance.  The Company anticipates the
transaction will close and fund in the second quarter of 2013,
subject to closing conditions.  The Company expects to finance the
purchase price, less $5 million in deposits, through a bank loan
and/or by accessing the capital markets.

Due to FCC ownership restrictions, Sinclair will continue
providing the services to KAME in Reno, NV that CMG has
historically provided.  The license assets of KAME will be
purchased by Deerfield Media, Inc.

"Over the past 18 months, we have led the industry's consolidation
efforts in the mid-sized markets, purchasing 30 TV stations and
creating over $400 million of equity value," commented David
Smith, President and CEO of Sinclair.  "We believe there are many
more opportunities to acquire quality assets and to unlock hidden
value, including in the smaller markets, such as where the CMG
stations operate.  We believe our platform size and leadership
position allow us to bring meaningful purchasing power and
negotiating leverage to these stations.  Including synergies, we
believe the CMG stations can generate approximately $20 million of
cash flow, on average."

Mr. Smith continued, "We have prided ourselves on being a forward-
looking company with a history of creating innovative ways to
unlock value for our shareholders.  We have established Chesapeake
TV as the primary operating entity for the CMG stations and other
small market stations we may acquire, while STG will continue to
be our primary operating entity for mid-sized market stations.  We
believe a dual operating structure is critical to the success of a
small market strategy since the economics and competitive nature
can differ from those of the mid-sized markets."

The CMG stations to be owned and operated, programmed or provided
sales services to are:

     Station      Market                          DMA
     -------      ------                          ---
      KFOX        El Paso, TX                      91
      WJAC        Johnstown/Altoona, PA           102
      KRXI        Reno, NV                        108
      KAME        Reno, NV                        108
      WTOV        Wheeling, WV/Steubenville, OH   158

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

For the 12 months ended Dec. 31, 2012, the Company reported net
income of $144.95 million on $1.06 billion of total revenues, as
compared with net income of $76.17 million on $765.28 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion
in total assets, $2.82 billion in total liabilities and a $100.05
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SINCLAIR BROADCAST: To Acquire 18 TV Stations for $370 Million
--------------------------------------------------------------
Sinclair Broadcast Group, Inc., has entered into a definitive
agreement to purchase the broadcast assets of 18 television
stations owned by Barrington Broadcasting Group, LLC, for $370
million and entered into agreements to operate or provide sales
services to another six stations.  The 24 stations are located in
15 markets and reach 3.4% of the U.S. TV households.  The
transaction is subject to approval by the Federal Communications
Commission and antitrust clearance.  The Company anticipates the
transaction will close and fund in the second quarter of 2013,
subject to closing conditions.  The Company expects to finance the
purchase price, less $20 million in deposits, through a bank loan
and/or by accessing the capital markets.

"This week, we launched our small market television group when we
announced we would be acquiring certain of the COX Media
television stations," commented David Smith, President and CEO of
Sinclair.  "The Barrington stations are an important part of that
strategy, providing meaningful scale to the group.  Including
synergies, we believe the Barrington stations can generate
approximately $71.0 million of cash flow, on average.  When
combined with the COX stations, we expect our expertise and
resources to create approximately $29.0 million in synergistic,
incremental cash flow, equating to approximately $232.0 million of
added equity value or $2.85 per share."

"We are pleased to announce that Steve Pruett will be joining our
senior management team as Chief Operating Officer of Chesapeake
TV.  Steve brings many years of media experience, most recently as
Chief Executive Officer of Communications Corporation of America's
25 television station group.  Steve will oversee the growth and
development of our small market strategy, while Steve Marks will
continue as Chief Operating Officer of Sinclair Television Group,
overseeing our mid-sized market strategy."

Mr. Pruett, commented, "The competitive environment for local
affiliate television is changing rapidly.  Chesapeake TV
represents a tremendous opportunity to build scale and efficiency
and to strengthen competitive positioning in small markets by
applying Sinclair's resources, discipline and management systems,
which in my observation are world class.  Our vision is big, and
with the backing of Sinclair, we have what it takes to execute
it."

Mr. Pruett has over 30 years of experience in the broadcast
industry with an extensive background in television station
finance and management.  For the past 10 years, he has been with
Communications Corporation of America, first as Chief Financial
Officer, then becoming its President in 2006 and President and
Chief Executive Officer, as well as a member of the Board, in
2007.  Mr. Pruett served as special strategic advisor to DirecTV
and Thomson Consumer Electronics from 1998 to 2002.  From 1995 to
1999, he was a Managing Director at Communications Equity
Associates.  During his career, he has helped found several
broadcast groups as an initial investor, financier, managing
partner or board member including Spanish Radio Group Excel
Communications, ACME Television, USBG, and UPI Media, where he
served as President.  Mr. Pruett attended Southern Illinois
University at Edwardsville where he majored in Radio and
Television.  He later earned a Masters in Management from the JL
Kellogg Graduate School of Business at Northwestern University.
Since 2008, Mr. Pruett has been a key member of the Fox Affiliate
Board of Governors where he served as Treasurer until 2011 when he
was elected Chairman, a position he currently holds.

Due to FCC ownership conflict rules, Sinclair will sell its
station in Syracuse, NY, WSYT (FOX), and assign its local
marketing agreement and purchase option on WNYS (MNT) in Syracuse,
NY.  The Company will also sell its station in Peoria, IL, WYZZ
(FOX).  In addition, the license assets of four stations will be
purchased by Cunningham Broadcasting Corporation and Howard Stirk
Holdings, a newly formed entity owned and controlled by Armstrong
Williams, founder and CEO of boutique communications firm, The
Graham Williams Group.  In addition to his well-known work as a
political commentator, Mr. Williams has spent nearly twenty years
developing and producing high quality television programming,
including primetime specials with U.S. Supreme Court Justice
Clarence Thomas, former Vice President Dick Cheney and Israeli
Prime Minister Benjamin Netanyahu.  From 2001 to 2003, Mr.
Williams served as Chief Operating Officer of the Renaissance
Cable TV Network with responsibility for all programming,
advertising and content development.

Mr. Smith commented, "We are pleased to advance the diversity
efforts of the FCC and create a path for minority ownership in the
broadcast space through Howard Stirk Holdings."

The Barrington stations covered by the transaction are:

     Station      Market
     -------      ------
     WEYI         Flint/Saginaw/Bay City/Midland, MI
     WBSF         Flint/Saginaw/Bay City/Midland, MI
     WNWO         Toledo, OH
     WACH         Columbia, SC
     WSTM         Syracuse, NY
     WTVH         Syracuse, NY
     WSTQ         Syracuse, NY
     KGBT         Harlingen/Weslaco/Brownsville/McAllen, TX
     KXRM         Colorado Springs, CO
     KXTU         Colorado Springs, CO
     WPDE         Myrtle Beach/Florence, SC
     WWMB         Myrtle Beach/Florence, SC
     WHOI         Peoria/Bloomington, IL
     WPBN         Traverse City/Cadillac, MI
     WGTU         Traverse City/Cadillac, MI
     WTOM         Traverse City/Cadillac, MI
     WGTQ         Traverse City/Cadillac, MI
     KVII         Amarillo, TX
     KVIH         Amarillo, TX
     KRCG         Columbia/Jefferson City, MO
     WFXL         Albany, GA
     KHQA         Quincy, IL/Hannibal, MO/Keokuk, IA
     WLUC         Marquette, MI
     KTVO         Ottumwa, IA/Kirksville, MO

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

For the 12 months ended Dec. 31, 2012, the Company reported net
income of $144.95 million on $1.06 billion of total revenues, as
compared with net income of $76.17 million on $765.28 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion
in total assets, $2.82 billion in total liabilities and a $100.05
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SILVER STATE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Silver State Steel Group, Inc.
        dba Silver State Ornamental Iron
        dba State of The Art Powder Coating
        dba Silver State Distribution & Supply
        3625 S. Polaris Avenue
        Las Vegas, NV 89103-5705

Bankruptcy Case No.: 13-11666

Chapter 11 Petition Date: March 1, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Matthew Q. Callister, Esq.
                  CALLISTER + ASSOCIATES
                  823 Las Vegas Blvd S, Ste 500
                  Las Vegas, NV 89101
                  Tel: (702) 385-3343
                  Fax: (702) 385-2899
                  E-mail: mqc@call-law.com
                          beckomt@call-law.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/nvb13-11666.pdf

The petition was signed by Pete Aguilar, president.


SL GREEN: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
SL Green Realty Corp. (NYSE: SLG) and its subsidiaries SL Green
Operating Partnership, L.P., and Reckson Operating Partnership,
L.P. as follows:

SL Green Realty Corp.
-- IDR at 'BB+';
-- Senior unsecured notes at 'BB+' (as co-obligor);
-- Perpetual preferred stock at 'BB-'.

SL Green Operating Partnership, L.P.
-- IDR at 'BB+';
-- Unsecured revolving credit facility at 'BB+';
-- Senior unsecured notes at 'BB+' (as co-obligor);
-- Exchangeable senior notes at 'BB+';
-- Junior subordinated notes at 'BB'.

Reckson Operating Partnership, L.P.
-- IDR at 'BB+';
-- Senior unsecured notes at 'BB+' (as co-obligor for certain
    issuances);
-- Exchangeable senior debentures at 'BB+'.

The Rating Outlook is Stable.

Key Ratings Drivers

The affirmation of SLG's and Reckson's ratings reflect the
company's credit strengths, including its staggered lease maturity
and manageable debt expiration schedules, good contingent
liquidity in the form of unencumbered assets and the company's
maintenance of leverage and fixed charge coverage appropriate for
the rating category. These positive rating elements are balanced
by broader concerns regarding the midtown Manhattan office leasing
environment, which remains somewhat dependent on the growth of
large financial institutions and supporting industries such as law
and accounting firms.

Appropriate Leverage

SLG's leverage ratio is strong for the 'BB+' rating at 7.8x as of
Dec. 31, 2012, down from 8.3x and 8.4x as of Dec. 31, 2011 and
2010, respectively. Leverage has improved primarily due to growth
in operating property portfolio cash flows and interest income
from SLG's structured finance investments. Fitch expects leverage
to sustain in the high 7.0x's level over the next few years. Fitch
defines leverage as net debt divided by recurring operating
EBITDA, including Fitch's estimate of recurring cash flow
distributions from unconsolidated joint ventures.

Appropriate Fixed-Charge Coverage

The company's fixed-charge coverage ratio was 1.7x for the year
ended Dec. 31, 2012, as compared to 1.6x in 2011 and 1.8x in 2010.
Coverage has remained in-line for the rating primarily due to free
rent periods offered to tenants, combined with recurring capital
expenditure costs related to new leases. Fitch expects coverage to
improve slightly as the Manhattan leasing environment remains
relatively subdued and landlords continue to offer attractive
tenant improvement packages. Fitch expects this operating softness
will be offset by lower debt and preferred stock funding costs.
Fixed-charge coverage is defined as recurring operating EBITDA
including Fitch's estimate of recurring cash flow distributions
from unconsolidated joint ventures less recurring capital
expenditures and straight-line rents, divided by interest incurred
and preferred stock distributions.

Strong And Diversified Tenant Base

The company's portfolio benefits from tenant diversification with
the top 10 tenants representing only 30% of annual base rent. The
largest tenant, Citigroup, N.A. ('A' IDR with a Stable Outlook by
Fitch), comprises 6.4% of SLG's share of annual cash rent. All of
SLG's top 30 tenants that are rated by Fitch have investment grade
ratings.

Manageable Lease Expiration Profile

The company has a manageable lease expiration schedule with only
37% of consolidated Manhattan rents expiring over the next five
years. While approximately 56% of the company's consolidated
suburban property rents expire over the next five years, the
suburban portfolio represents a fairly limited portion of the
company's total assets and only 9% of 2012 cash rent.

Manageable Debt Maturities

Further supporting the ratings is the company's manageable debt
maturity schedule. Over the next five years, 2017 is the largest
year of debt maturities with 28% of pro rata debt expiring, with
no other year greater than 16%. In addition, the company's ratios
under its unsecured credit facilities' financial covenants do not
hinder the company's financial flexibility at this point in time.

Solid Unencumbered Asset Coverage of Debt

The affirmations are further supported by SLG's unencumbered
property pool coverage of unsecured debt, which gives the company
financial flexibility as a source of contingent liquidity.
Consolidated unencumbered asset coverage of net unsecured debt
(calculated as annualized 4Q 2012 unencumbered property net
operating income divided by a stressed 7% capitalization rate)
results in coverage of 1.9x. This ratio is strong for the rating,
particularly given that Midtown Manhattan assets are highly sought
after by secured lenders and foreign investors, resulting in
stronger contingent liquidity relative to many asset classes.

Strong Management Team

The ratings also point to the strength of SLG's management team
given their knowledge of the Manhattan office sector. This
expertise has been demonstrated by the company's ability to
identify off-market acquisition opportunities, and its maintenance
of portfolio occupancy and balance sheet liquidity throughout the
downturn.

Adequate Liquidity

The Stable Rating Outlook is driven in part by SLG's liquidity
profile. For the period Jan. 1, 2013 to Dec. 31, 2014, the
company's base case liquidity coverage ratio is 1.4x. Fitch
calculates liquidity coverage as sources of liquidity (cash,
availability under the company's unsecured revolving credit
facility, Fitch's expectation of retained cash flows from
operating activities after dividends and distributions) divided by
uses of liquidity (pro rata debt maturities and Fitch's
expectation of recurring capital expenditures).

If secured debt were refinanced at 80% of the maturing balance,
liquidity coverage would improve to 3.4x. The company's liquidity
is also strengthened by its conservative common dividend policy,
which enables it to retain substantial operating cash flow. The
company's AFFO payout ratio is low at approximately 34% and
provides the company with additional financial flexibility.

Midtown Leasing Concerns

Offsetting these strengths are Fitch's concerns regarding the
uncertain Midtown Manhattan leasing environment. While the New
York City leasing environment has strengthened over the last few
years and SLG experienced robust leasing volumes in 2012, the
company continues to incur significant costs in the form of tenant
improvements, leasing commissions and free rent incentives as
tenant inducements, which has placed pressure on the company's
fixed charge coverage. In addition, a downturn in space demands
from the financial services industry, which accounts for 36% of
SLG's share of base rental revenue, may result in reduced cash
flows or values of SLG's properties.

Reckson's IDR Linked to SLG's

Consistent with Fitch's criteria, 'Parent and Subsidiary Rating
Linkage' dated Aug. 8, 2012 and available on
'www.fitchratings.com', Reckson's IDR is linked and synchronized
with SLG's due to strong legal and operational ties between SLG
and Reckson, including each entity guaranteeing certain corporate
debt of the other. These equal IDRs are based on the consolidated
credit profile.

Preferred Stock Notching

The two-notch differential between SLG's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB+'. Based on Fitch Research on 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available on Fitch's web site at www.fitchratings.com,
these preferred securities are deeply subordinated and have loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.

Junior Subordinated Notes Notching

The one-notch differential between SLG's IDR and junior
subordinated notes (trust preferred securities) is consistent with
Fitch's criteria for corporate entities with an IDR of 'BB+'.
These securities are senior to SLG's perpetual preferred stock but
subordinate to SLG's corporate debt. Holders of such notes have
the ability to demand full repayment of principal and interest in
the event of unpaid interest.

Rating Sensitivities

The following factors may have a positive impact on SLG's Ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining below 8.0x for
    several quarters. This factor was previously 7.5x and was
    changed to 8.0x to reflect the consistently lower
    capitalization rates for midtown Manhattan office buildings
    relative to other asset classes (leverage was 7.8x as of
    Dec. 31, 2012);

-- Fitch's expectation of fixed charge coverage sustaining above
    1.8x for several quarters (coverage was 1.7x for the 12 months
    ended Dec. 31, 2012);

-- Growth in the size of the unencumbered pool.

The following factors may have a negative impact on SLG's Ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining above 9.0x for
    several quarters;

-- Fitch's expectation of fixed charge coverage sustaining below
    1.5x for several quarters;

-- A liquidity shortfall (base case liquidity coverage was 1.4x
    for the period Jan. 1, 2013 to Dec. 31, 2014)


SON GEE WINE: Loses Petition for Review in Suit vs. IRS
-------------------------------------------------------
On Feb. 27, 2013, the United States Tax Court entered a ruling in
favor of the Commissioner of Internal Revenue in the lawsuit
captioned SON GEE WINE & LIQUORS, INC., Petitioner, v.
COMMISSIONER OF INTERNAL REVENUE, Respondent, Docket No. 7618-10L.

The case was brought before the Tax Court on a petition for review
of a Notice of Determination Concerning Collection Actions Under
Section 6320 and 6330.  Son Gee Wine sought review of the
Commissioner's determination to proceed with proposed levies and
to sustain notices of Federal tax lien (NFTLs).

Son Gee Wine alleged that it timely filed its Forms 941 for each
quarter in 2000 and 2002.

However, the Tax Court held that Son Gee Wine failed to show it
timely paid the tax for any of those quarters.  There is no
evidence that these returns were actually mailed or received by
the IRS.  Son Gee Wine offered no proof of mailing, such as a
certified mail or registered mail receipt, and none of the returns
petitioner introduced were stamped received by the IRS, the Court
pointed out.

According to the ruling, Son Gee Wine has not advanced any
argument or introduced any evidence that would allow the Tax Court
to conclude that the determination to sustain the proposed levies
and NFTLs was arbitrary, capricious, or without sound basis in
fact or law.

On Sept. 1, 2005, the IRS filed a proof of claim in Son Gee Wine's
bankruptcy case, including an unsecured claim of $109 and a
priority claim of $54,318, for petitioner's unpaid employment tax
liabilities, including penalties and interest.

James J. Mahon, Esq. -- J.Mahon@lmrnylaw.com -- represents Son Gee
Wine & Liquors, Inc.

Mimi M. Wong, Esq. -- represents the Commissioner of Internal
Revenue.

A copy of the Tax Court's February 27, 2013 Memorandum Findings of
Fact and Opinion is available at http://is.gd/kPhBy6from
Leagle.com.

                    About Son Gee Wine

Son Gee Wine & Liquors, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. S.D.N.Y. Case No. 05-_____) on July 6, 2005.  On
Aug. 26, 2005, Son Gee Wine voluntarily moved for dismissal of its
bankruptcy case.


SPRINT NEXTEL: Files Form 10-K, Incurs $4.3MM Net Loss in 2012
--------------------------------------------------------------
Sprint Nextel Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $4.32 million on $35.34 million of net operating
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $2.89 million on $33.67 million of net operating revenues
during the prior year.  The Company incurred a net loss of $3.46
million on $32.56 million of net operating revenues in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $51.57
million in total assets, $44.48 million in total liabilities and
$7.08 million in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code."

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

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

                        http://is.gd/CuGnQj

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


TANGLEWOOD FARMS: Suit Against Endcom Survives Dismissal Bid
------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard rejected Endcom, Inc.'s motion to
dismiss the adversary proceeding filed against it by James B.
Angell, the Chapter 7 Trustee for Tanglewood Farms, Inc., of
Elizabeth City.  Endcom argues the complaint fails to state a
claim upon which relief can be granted.  Mr. Angell objected.

Tanglewood Farms, Inc. of Elizabeth City filed a voluntary Chapter
11 petition on Aug. 20, 2010, which was subsequently converted to
one under Chapter 7 on July 12, 2011.  On Aug. 23, 2010, James H.
Winslow and his wife, Billie Winslow filed a joint Chapter 11
petition.

Prior to and at the time of both filings, Mr. Winslow was the
president and sole shareholder of Tanglewood Farms.  In that
capacity, he oversaw the debtor's granary operations in Pasquotank
County, North Carolina, and made decisions concerning the assets,
liabilities and relationship between the debtor and his personal
farming operation, Winslow Farms.

On Sept. 15, 2008, Tanglewood Farms and Mr. and Mrs. Winslow
individually executed a promissory note in favor of Endcom in the
original principal amount of $600,000.  The promissory note was a
demand note, which became due and payable on or before Dec. 15,
2008.  To secure repayment and performance of the obligations
thereunder, the parties executed a security agreement granting the
defendant a security interest in 113,208 bushels of harvested corn
belonging to Tanglewood Farms.  Both the promissory note and
security agreement were executed by Mr. Winslow, individually and
as the president of Tanglewood Farms, as well as Mrs. Winslow. The
proceeds of the loan, approximately $597,410, were deposited into
the personal bank account of the Winslows at Wachovia Bank, N.A.
on Sept. 19, 2008.  On Oct. 31, 2008, Tanglewood Farms tendered to
Endcom a check in the amount of $50,000.  Prior to the petition
dates and unbeknownst to Endcom, the bushels of corn pledged as
security for the promissory note were sold by Tanglewood Farms,
without the defendant's consent.  The proceeds of the sale,
however, were not paid to the defendant.

The trustee filed a complaint on Aug. 19, 2012, asserting two
separate causes of action to avoid and recover three alleged
constructively fraudulent transfers pursuant to Sections 544, 548,
550 and 551 of the Bankruptcy Code and N.C. Gen. Stat. Sec. 39-
23.1 et seq.  On Sept. 9, 2012, Endcom filed the motion to dismiss
currently before the court.

In denying Endcom's request, Judge Leonard held that, based on the
record, the trustee's complaint for avoidance and recovery of the
constructive fraudulent transfers contains sufficient facts to
support a plausible belief that Tanglewood Farms did not receive
reasonably equivalent value in exchange for the obligations set
forth in the promissory note and in return for the $50,000 payment
made to Endcom.

The lawsuit is, JAMES B. ANGELL, CHAPTER 7 TRUSTEE, PLAINTIFF, v.
ENDCOM, INC., DEFENDANT, Adv. Proc. No. 12-00187-8-JRL (Bankr.
E.D.N.C.).  A copy of Judge Leonard's Feb. 26, 2013 Order is
available at http://is.gd/Rt5169from Leagle.com.

                    About Tanglewood Farms, and
               James Howard and Billie Reid Winslow

Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc.
of Elizabeth City filed for Chapter 11 bankruptcy protection on
August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor estimated assets between $1 million and
$10 million, and debts between $10 million and $50 million.

James Howard Winslow and Billie Reid Winslow filed for Chapter 11
(Bankr. E.D.N.C. Case No. 10-06745) on August 23, 2010.


THQ INC: Invesco Stake Down to 0.02% as of Dec. 31
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Invesco Ltd. disclosed that, as of Dec. 31,
2012, it beneficially owns 1,500 shares of common stock of THQ
Inc. representing 0.02% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/ySKEw8

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TITAN PHARMACEUTICALS: Amends Report on Braeburn License Pact
-------------------------------------------------------------
Titan Pharmaceuticals, Inc., has filed an amendment to its report
on Dec. 19, 2012, to provide additional disclosure regarding the
(i) the circumstances under which the Company will be entitled to
receive regulatory milestone payments under a License Agreement
with Braeburn Pharmaceuticals Sprl, and (ii) the range of
royalties to be paid to the Company with respect to net sales of
Probuphine(R).

On Dec. 14, 2012, Titan entered into the License Agreement with
Braeburn, a wholly owned by Apple Tree Partners IV, L.P., a
partnership affiliated with Apple Tree Partners.  Pursuant to the
License Agreement, the Company has granted Braeburn an exclusive
right and license to commercialize Probuphine(R) in the United
States of America and its territories, including Puerto Rico, and
Canada.  Titan will retain all of the rights to Probuphine(R)
outside the Territory.

In consideration of the rights granted to Braeburn under the
License Agreement, Braeburn has paid the Company an upfront, non-
refundable license fee of $15.75 million.  Additionally, Titan
will receive $50 million upon FDA approval of the New Drug
Application (NDA) for Probuphine(R) and at such time ownership of
the NDA will transfer to Braeburn.  The Company is also eligible
to receive up to an additional $130 million upon the achievement
of specified sales milestones and up to $35 million in regulatory
milestones in the event of future NDA submissions and approvals
for additional indications, including chronic pain.  Braeburn will
also pay the Company tiered royalties on net sales of Probuphine
ranging from the mid-teens to the low-twenties.  In addition to
the potential milestone payments, Apple Tree Partners IV has
allocated in excess of $75 million to launch, commercialize and
continue the development of Probuphine.

Braeburn Pharmaceuticals is led by a strong, highly experienced
team that includes Rose Crane, former Company Group Chair OTC,
Specialty and Nutritionals at Johnson & Johnson, and President,
Primary Care at Bristol Myers Squibb, and Garry Neil, M.D., former
Group President Pharmaceutical R&D at Johnson & Johnson.

The License Agreement provides for the creation of a four person
Development Committee, consisting of two appointees from each of
Titan and Braeburn, that will oversee the overall strategic
objectives and plans relating to the development of Probuphine(R),
including regulatory strategy with respect to any Phase IV
clinical trials, communications with regulatory authorities and
clinical programs for chronic pain and any other potential
indications.

Until the six month anniversary of the NDA transfer date, the
Company and Braeburn will use reasonable efforts to cooperate with
each other in the negotiation and implementation of third party
supply agreements for Probuphine(R).  During this period, Braeburn
will retain the Company, at its expense, to provide it with
services, expertise, training and assistance related to the
manufacturing and supply of Probuphine(R), including services
associated with Braeburn assuming responsibility for the
manufacturing of Probuphine(R).

Neither party may assign the License Agreement without the prior
written consent of the other, except to an affiliate or, in
certain cases, to a third party acquirer of such party.

The License Agreement will expire on the later of the 15th
anniversary of the date of the launch of the last product in the
Territory and the expiration of the last to expire patent included
in the Company's patent rights in the Territory.  In addition, the
License Agreement may be terminated by either party in the event
that the other party has materially breached the agreement and has
not cured such breach within a specified time period.  In
addition, subject to certain exceptions, the Company may terminate
the License Agreement (i) if Braeburn discontinues the commercial
sale of Probuphine(R) for a period of at least three months and
fails to resume sales within the cure period or (ii) in the event
that Braeburn commences any legal proceedings seeking to challenge
the validity of any of Titan's patents in the Territory.  Braeburn
may terminate the License Agreement (i) in the event that it is
unable to enter into a commercial supply agreement for the
ethlyene vinyl acetate (EVA) component of Probuphine(R) or if it
terminates such supply agreement due to a material breach by the
supplier, (ii) if the FDA does not approve the NDA or requires
that additional clinical studies be conducted and the completion
of such studies would either cause the NDA transfer date to occur
on or after Jan. 1, 2015, or the costs of the additional studies
would exceed a specified amount, (iii) on a country-by-country
basis upon six months prior written notice in the event that a
competing product enters the market or (iv) in the event that
Braeburn determines that there is an actual or perceived serious
safety issue regarding Probuphine(R).

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

                       http://is.gd/7OCAXe

                        Warrants Expiration

The warrants issued in the Company's December 2007 financing, each
exercisable to purchase one share of the Company's common stock at
an exercise price of $2.00 per share, expired as of 5:30 P.M., New
York City time, on Friday, Dec. 21, 2012.


TITAN INTERNATIONAL: S&P Affirms 'B+' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including the 'B+' corporate credit rating, on Titan
International Inc.  The outlook is stable.

At the same time, S&P affirmed the 'B+' issue-level rating, with a
'4' recovery rating, on the $475 million (includes the
$275 million add-on) senior secured notes due 2017, indicating
S&P's expectation for average (30% to 50%) recovery for lenders in
the event of a payment default.

The ratings on Titan reflect Standard & Poor's assessment of the
company's "weak" business risk profile and "aggressive" financial
risk profile.  S&P views Titan's management and governance to be
"fair."

"The company will benefit from additional revenues resulting from
the October 2012 acquisition of its remaining stake in Titan
Europe plc," said Standard & Poor's credit analyst Svetlana Olsha.
Pro forma for the 2012 acquisitions, S&P estimates that Titan's
operating results should remain relatively flat in the next 12
months as a result of a challenging environment in Europe, which
good yet moderating demand expectations in Titan's agricultural
end market partly offset.  Under these assumptions, S&P expects
Titan to maintain EBITDA margin in the low-to-mid teens.

Titan manufactures wheels, tires, and undercarriage components and
assemblies for off-highway vehicles, primarily for the
agriculture, construction, and mining industries.  It derives a
small proportion of revenue from the consumer market.  The
company's markets are highly cyclical and seasonal, and S&P
expects the tire industry to remain competitive.  The company's
strong position in the domestic market for off-highway wheels and
good position as a specialty-tire supplier should somewhat
mitigate the risks from fluctuating demand.  Titan's customer base
is relatively concentrated among certain large customers, such
as Deere & Co. and CNH Global N.V., which S&P expects the company
to continue to supply.

"We view the business risk profile as weak primarily because of
the company's exposure to the cyclical agricultural, construction,
and mining markets and its participation in the price-competitive
wheel and tire industry.  These factors have historically caused
profitability and cash flows to be volatile, which we expect will
likely continue over the business cycle.  In addition, the
business should remain somewhat capital-intensive, although this
does create some barriers to entry for competitors.  We believe
the recent acquisition of Titan Europe should improve the
company's product and geographic diversity and expand its scale of
operations to a certain degree.  However, the company faces
near-term integration risk in the next 12 months," S&P said.

The outlook is stable.  Current credit measures, stronger than S&P
expects for the rating, provide some flexibility in case of a
decline in operating performance or debt-financed acquisitions.
S&P's base assumption is for a challenging environment in Europe
and good yet moderating demand from the company's agricultural
market in the next 12 months.

S&P could raise the ratings if the company appears likely to
maintain or improve its credit measures and if it adheres to a
financial policy that could support a higher rating.
Specifically, S&P could raise the ratings by one notch if S&P
expects the company to maintain leverage below 4x, taking into
account the highly cyclical nature of its operations.

S&P could lower the ratings if a meaningful reversal in the
economic recovery erodes operating performance more than S&P
expects, or if Titan pursues large, debt-financed acquisitions.
If, for example, the company pursues debt-funded acquisitions that
result in leverage likely to remain greater than 5x for an
extended period, S&P could lower the ratings.


TODD BRUNNER: Howard Solochek Won't Get Paid for Committee Work
---------------------------------------------------------------
Howard Solochek & Weber SC lost in its appeal from a bankruptcy
court order that denied its application for interim compensation
and reimbursement of expenses in the Chapter 11 case of Todd A.
Brunner and Sharon Y. Brunner.  Howard Solochek, which represented
the official committee of unsecured creditors in the Brunners'
case, asked the District Court to review whether the bankruptcy
court committed reversible error by denying its fee application.
District Judge J.P. Stadtmueller held that the bankruptcy court
did not abuse its discretion in denying the firm's application.

On Sept. 23, 2011, the bankruptcy court entered an order
authorizing the retention of Howard Solochek as counsel to the
unsecured creditors committee, nunc pro tunc to Sept. 6, 2011.

On Jan. 3, 2012, the United States Trustee filed a motion to
dismiss the case for cause.  On Jan. 25, 2012, Howard Solochek
sought fees and expenses for its services rendered from Sept. 14,
2011, to Dec. 31, 2011, which fees and expenses totaled $18,551.
The only objection to Howard Solochek's Application came from
creditor Layton State Bank; it objected only to the use of its
cash collateral for the payment of Howard Solochek's fees.

Howard Solochek also submitted, on behalf of the Committee, an
objection to Trustee's motion to dismiss.

During the April 2, 2012 hearing, the bankruptcy court rendered an
oral decision granting the U.S. Trustee's motion to dismiss and
denying Howard Solochek's Application.  Explaining its decision to
dismiss, the bankruptcy court noted debtors' "cavalier attitude of
failing to accurately provide information," and their "failure to
fully comply with court orders."  The court further noted that
"the history of this case has been a constant conflict. The
parties acknowledge that. They haven't been able to work together
at all."  In assessing the known claims, the bankruptcy court
noted that the unsecured creditors committee's claim total was
approximately $2,645,000; the court also noted that several
federal, state, and local government departments have priority
claims, including a claim from the City of Milwaukee for "a huge
amount over a million dollars."  The court explained that "the
chances of even going into either a [Chapter] Seven or an Eleven,
do not look very promising for the General Unsecured Creditors."
The court acknowledged that one effect of dismissal would be to
return some property "free and clear" back to the debtors. Despite
its reluctance to return the property, the court stressed that
there was no "perfect answer" to the case, but that despite there
being no "perfect solution," dismissal was the best option,
considering the multitude of factors of the case.

The case before the District Court is, HOWARD SOLOCHEK & WEBER SC,
Appellant, v. TODD A. BRUNNER and SHARON Y. BRUNNER, Appellees,
Case No. 12-CV-614-JPS (E.D. Wis.).  A copy of the District
Court's Feb. 28, 2013 Order is available at http://is.gd/rRLP1Z
from Leagle.com.

Todd Brunner bought foreclosed properties throughout southeastern
Wisconsin, turning them into rental units.  Todd A. Brunner and
Sharon Y. Brunner filed for Chapter 11 protection (Bankr. E.D.
Wis. Case No. 11-29064) on June 5, 2011, facing nearly $20 million
in debt.  This is Mr. Brunner's second Chapter 11 filing.

Bankruptcy Judge James Shapiro threw out on April 2, 2012, Mr.
Brunner's bankruptcy filing because he failed to disclose all of
his assets and repeatedly blamed others for the collapse of his
empire.


TRIBUNE CO: Bond Trustees Seek $13.2MM for Work on Bankruptcy
-------------------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports the leaders
of two bondholder groups that pushed Tribune Co. to confront its
disastrous leveraged buyout are now seeking reimbursement of $13.2
million as reward for their efforts, which they say dramatically
boosted creditors' ultimate payout.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRIBUNE CO: Bond Trustees Seek $13.2M for Investigating LBO
-----------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that two trustees for
Tribune Co. bondholders asked a Delaware bankruptcy judge Friday
for a total of $13.2 million in reimbursement, each trumpeting
that their calls for investigation into the media giant's
catastrophic leveraged buyout resulted in greatly improved
recoveries for creditors.

The report related that in separate motions seeking $7.1 million
and $6.1 million respectively, indenture trustees Wilmington Trust
Co. and Law Debenture Trust Co. laid claim to the starring role in
the probe of Sam Zell's 2007 LBO, which saddled the Chicago-based
conglomerate with some $13 billion in debt.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRIDENT MICROSYSTEMS: Farallon No Longer Owns Shares at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Farallon Capital Partners, L.P., and its
affiliates disclosed that, as of Dec. 31, 2012, they do not
beneficially own shares of common stock of Trident Microsystems,
Inc.  A copy of the filing is available for free at:

                        http://is.gd/tGlNDj

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & LeBoeuf initially represented the statutory committee of
equity security holders.  After Dewey's own bankruptcy filing,
Proskauer Rose LLP took over as lead counsel.  The equity
committee also has tapped Campbells as Cayman Islands counsel, and
Quinn Emanuel Urquhart & Sullivan, LLP as conflicts counsel.

As of Sept. 30, 2012, the Debtor had total assets of
$274.34 million, total liabilities of $37.34 million and total
stockholders' equity of $237 million.

The Debtors disclosed on on Dec. 13, 2012, that their Modified
Second Amended Joint Plan of Liquidation under Chapter 11 of the
Bankruptcy Code was confirmed by the Bankruptcy Court.  The
Debtors fixed Dec. 19, 2012, as the Effective Date of the Plan.


UNIVERSITY GENERAL: Copy of Dufek Massif Financial Statements
-------------------------------------------------------------
University General Health System, Inc., previously reported that
on Dec. 14, 2012, UGHS Dallas Hospitals, Inc., its wholly-owned
subsidiary, executed a Loan Agreement with First National Bank,
pursuant to which First National Bank loaned the Company $28.5
million to finance the $30 million purchase price of 100% of the
capital stock of Dufek Massif Hospital Corporation, the owner of
the Dallas-based South Hampton Community Hospital complex.
Subject to the terms and provisions of the Loan Agreement, the
$28.5 million loan bears interest at a rate of 4.25% per annum, is
payable monthly based on a 20 year amortization schedule, and
matures in 10 years from the closing date.  The borrowers under
the South Hampton Loan Agreement are subject to certain
affirmative and negative covenants, all as set forth in the South
Hampton Loan Agreement.

The Company filed an amendment to the Current Report on Form 8-K
to provide the financial statements of Dufek Massif Hospital
Corporation required by Item 9.01(a) of this Form 8-K and the pro
forma financial information required by Item 9.01(b) of this Form
8-K.  A copy of the financial statements is available at:

                        http://is.gd/mL6j1h

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


VERTIS HOLDINGS: Has Until May 8 to File Plan
---------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware extended Vertis Holdings, Inc., et al.'s
exclusive period to file a Chapter 11 plan until May 8, 2013, and
the exclusive period to solicit acceptances of that plan until
July 8.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

Quad/Graphics on Jan. 16, 2013, disclosed it completed the
acquisition of substantially all of the assets of Vertis Holdings
for a net purchase price of $170 million.  This assumes the
purchase price of $267 million less the payment of $97 million for
current assets in excess of normalized working capital
requirements.  Quad/Graphics used cash on hand and drew on its
revolving credit facility to finance the acquisition.


VHGI HOLDINGS: Issues 500,000 Preferred Shares to CEO
-----------------------------------------------------
VHGI Holdings, Inc., entered into an agreement with Paul R.
Risinger, the Company's Chief Executive Officer and sole director.
Pursuant to the Exchange Agreement, the Company issued to Mr.
Risinger 500,000 shares of the Company's Series D Convertible
Preferred Stock in exchange for the assignment to the Company of
$3,000,000 in principal amount of a promissory note in the
original principal amount of $17,000,000, made by the Company's
wholly-owned subsidiary, VHGI Coal, Inc., in favor of Mr.Risinger.

Lily Group Loan Agreement

Pursuant to a Loan Agreement dated as of Feb. 26, 2013, -- which
was entered into by and among the Company, Lily Group Inc., an
Indiana corporation, Lily Group Holdings Company, an Indiana
corporation, Mr. Risinger, James W. Stuckert and Diane V.
Stuckert, and Solomon Oden Howell, Jr. -- Lily secured a total of
$6,000,000 in revolving debt pursuant to: (i) a Secured Drawdown
Promissory Note in the original principal amount of up to
$5,000,000, and (ii) an unsecured Drawdown Promissory Note in the
principal amount of up to $1,000,000.

As evidenced by a Subordination Agreement, dated as of Feb. 26,
2013, by and among Platinum Partners Credit Opportunities Master
Fund LP, the Lenders, and Lily, amounts under the Secured Note
will be secured by a first priority lien on up to $5,000,000 of
the equipment portion of collateral by which certain debt held by
Platinum under that certain Note Purchase Agreement, dated as of
Feb. 16, 2012, is currently secured.  Pursuant to a fourth
amendment to the Platinum Agreement, dated as of Feb. 26, 2013,
$500,000 of the proceeds of the Notes will be used to retire
$500,000 of principal owed by Lily to Platinum under the Platinum
Agreement.

The Lenders are making the Loan out of the proceeds received from
a Revolving Loan and Security Agreement entered into as of
Feb. 15, 2013, with Regions Bank.  In connection with and as
inducement for Regions Bank to enter into the Regions Loan
Agreement, each of Risinger and LGHC has entered into a guaranty
under which they will be liable for all obligations under the
Regions Loan Agreement.  As consideration for that guaranty, and
for Lenders' entrance into the transactions, each of Risinger,
Howell, and the Stuckerts was issued a warrant for purchase of
2,000 shares of the Company's Series E Convertible Preferred
Stock, subject to certain antidilution provisions.

Pursuant to a payoff letter dated as of Feb. 26, 2013, an
additional portion of the proceeds of the Drawdown Note is being
used to pay amounts owed by Lily in favor of HEB Ventures, LLC,
pursuant to a loan agreement, and secured by a security agreement,
of even date therewith.

On Feb. 26, 2013, the Company issued the Warrants in connection
with the Loan Agreement.

Effective Feb. 14, 2013, the Company filed a Certificate of
Designations, Preferences, Rights and Limitations designating
100,000 shares of a new Series E Convertible Preferred Stock.

                         About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

In a report on the Company's consolidated financial statements for
the year ended Dec. 31, 2011, Pritchett, Siler & Hardy, P.C., in
Salt Lake City, Utah, expressed substantial doubt about VHGI
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit.

The Company reported a net loss of $5.43 million in 2011, compared
with a net loss of $1.67 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $49.07
million in total assets, $54.61 million in total liabilities and a
$5.53 million total stockholders' deficit.

"The Company has current liabilities in excess of current assets
and has incurred losses since inception.  The Company has had
limited operations and has not been able to develop an ongoing,
reliable source of revenue to fund its existence.  The Company's
day-to-day expenses have been covered by proceeds obtained, and
services paid by, the issuance of stock and notes payable.  The
adverse effect on the Company's results of operations due to its
lack of capital resources can be expected to continue until such
time as the Company is able to generate additional capital from
other sources.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."


VIGGLE INC: 590,907 Viggle Active Users for February
----------------------------------------------------
Viggle Inc. announced its user metrics through the end of February
2013.

Since the Company's launch in January 2012, and through Feb. 28,
2013, 2,170,410 users have registered for the Company's app, of
which the Company has deactivated 160,049 for a total of 2,010,361
registered users.  In addition, the Company had 590,907 monthly
active users in the month of February.  Monthly active users are
computed by determining those users that have logged in to the
Viggle app at any time during the month.  As of Feb. 28, 2013, the
Company's members have checked-in to a total of 174,651,835 TV
programs and spent an average of 72 minutes of active time within
the Viggle app per session.  Users have redeemed a total of
1,518,420 rewards.

The definition of Monthly Active Users is different than the
definition of Monthly Active Users that the Company has previously
used.  Previously, the Company defined "Monthly Active Users" as
"users that are both registered on the Viggle app and that have
earned or redeemed points, other than points received for
registering for the Viggle app, in the particular month."  The
Company has changed the definition of Monthly Active Users for two
reason.  First, the Company believes that the revised definition
is more consistent with the way other companies report their user
metrics.  For example, Facebook defines its monthly active users
as "a registered Facebook user who logged in and visited Facebook
through our website or a mobile device," among other users.  In
that regard, the Company's revised definition is more consistent
with other reporting companies.  In addition, the Company's
previous definition was based on determining users who had earned
or redeemed points in the particular month.  As the Company
develops new features, such as its chat features and program
features, neither of which involve earning or redeeming points,
the prior definition did not count users, even though they were
actually active in the Viggle application in the time period.  A
comparison of the Monthly Active Users under the prior definition
and the revised definition is as follows:

      Month         Prior Definition       Revised Definition
    ------------    ----------------       ------------------
    October 2012        233,607                  249,499
    November 2012       369,630                  427,171
    December 2012       443,292                  492,534
    January 2012        548,529                  605,587
    February 2012       539,709                  590,907

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


W.R. GRACE: Release 2012 Pro Forma Financials
---------------------------------------------
W.R. Grace & Co. filed pro forma financial information of the
Company and its subsidiaries as of December 31, 2012, on a Form
8-K filing with the U.S. Securities and Exchange Commission on
February 27, 2013.

The financial information has been prepared as an update to
previous pro forma financial information prepared for the sole
purpose of evaluating the feasibility of the proposed Joint Plan
of Reorganization under Chapter 11 of the United States
Bankruptcy Code of Grace, certain of its subsidiaries, the
Official Committee of Asbestos Personal Injury Claimants, the
Personal Injury Future Claimants' Representative, and the
Official Committee of Equity Security Holders.  The Financial
Information was prepared using the consolidated financial
statements of Grace, which include certain domestic and
international subsidiaries and affiliates that are not debtors in
the bankruptcy.

The Financial Information includes:

     * Pro forma consolidated balance sheet of Grace as of
       December 31, 2012, reflecting the accounting effects of
       the Joint Plan as if it became effective on that date.

     * Pro forma consolidated statement of operations of Grace
       for the year ended December 31, 2012, reflecting the
       accounting effects of the Joint Plan as if it became
       effective on December 31, 2011.

The Financial Information has been prepared in conformity with
United States Generally Accepted Accounting Principles consistent
with the accounting policies currently used by Grace in the
preparation of its consolidated financial statements.

                   Joint Plan of Reorganization

The Joint Plan is a "hypothetical assumption" until it becomes
effective.  The Joint Plan may change significantly as
proceedings under Grace's Chapter 11 cases continue.

The Financial Information assumes that Grace emerged from
bankruptcy on December 31, 2012 for the pro forma balance sheet
and December 31, 2011 for the pro forma statement of operations
with an effective plan of reorganization that includes the
following major terms that are included in the Joint Plan.

                     Asbestos-Related Claims

Asbestos personal injury claims and asbestos property damage
claims will be resolved through the creation of two separate
trusts both established pursuant to section 524(g) of the
Bankruptcy Code.

The Grace contribution to the Asbestos PI Trust includes:

     * Cash of approximately $471 million (which includes
       approximately $35 million of interest from January 1, 2009
       to December 31, 2012 on $250 million of such amount under
       the terms of the asbestos personal injury settlement
       announced in April 2008).

     * A warrant to acquire 10 million shares of Grace common
       stock at an exercise price of $17 per share expiring one
       year from the Effective Date of the Joint Plan.  Pursuant
       to an October 25, 2012 agreement with the PI Committee,
       the PI FCR and the Equity Committee, Grace will repurchase
       the warrant for a price equal to the average of the daily
       closing prices of Grace common stock during the period
       commencing one day after the effective date of the Joint
       Plan and ending on the day prior to the date the Asbestos
       PI Trust elects to sell the warrant back to Grace,
       multiplied by 10 million (the number of shares issuable
       under the warrant), less $170 million (the aggregate
       exercise price of the warrant), provided that if the
       average of the daily closing prices is less than $54.50
       per share, then the repurchase price would be $375
       million, and if the average of the daily closing prices
       exceeds $66.00 per share, then the repurchase price would
       be $490 million.  The agreement is terminable by the
       Asbestos PI Trust in the event a tender offer, or other
       proposed transaction that would result in a change in
       control of the Company, is announced during the one year
       period after the effective date of the Joint Plan. In such
       event, the warrant would be settled in stock.

     * Deferred payments of $110 million per year for five years
       beginning January 2, 2019 and of $100 million per year for
       ten years beginning January 2, 2024.

     * Rights to proceeds from Grace's asbestos-related insurance
       coverage.

The Grace contribution to the Asbestos PD Trust includes:

     * With respect to Asbestos PD Claims, excluding U.S. and
       Canadian ZAI PD Claims, a deferred payment obligation to
       fund Allowed Claims resolved after the Effective Date and
       Asbestos PD Trust Expenses.

     * With respect to U.S. ZAI PD Claims, a deferred payment
       obligation of $30 million payable on the third anniversary
       of the Effective Date and up to ten contingent payments of
       $8 million per year during the 20-year period beginning on
       the fifth anniversary of the Effective Date.  These
       contingent payments will be made only in the event certain
       conditions are met, including that the assets available in
       the Asbestos PD Trust to pay these claims fall below $10
       million in value.

     * With respect to Canadian ZAI PD Claims, a payment of
       approximately C$8.6 million to the Canadian ZAI PD Claim
       Fund.

Cryovac will contribute directly to the Asbestos PI Trust and the
Asbestos PD Trust a total of (i) cash of $512.5 million plus
accrued interest of 5.5% compounded annually from December 21,
2002, and (ii) 18 million shares of Sealed Air Corporation common
stock.

Fresenius will contribute directly to the Asbestos PI Trust and
Asbestos PD Trust a total of $115 million.

                 Other Claims and Emergence Costs

Grace will pay approximately $1,222 million (estimated as of
December 31, 2012) including accrued interest to satisfy other
claims payable at the Effective Date.  This includes prepetition
bank debt, drawn letters of credit, environmental settlements,
income tax settlements, amounts due to vendors and other non-
asbestos claims, plus accrued interest for certain of these
items.  In addition, emergence costs in the amount of
approximately $16 million are assumed to be paid at the Effective
Date.  This amount is intended to cover one-time expenses
associated with emergence.

                       Ongoing Liabilities

Grace will satisfy all other liabilities subject to compromise as
they become due and payable after emergence.  Such liabilities
are estimated at approximately $357 million as of December 31,
2012 and include amounts for postretirement benefits, income tax
contingencies, and environmental contingencies.

The Financial Information assumes payments to claimants as set
forth in the Joint Plan.  It assumes no payments for
contingencies not contemplated by the Joint Plan, including but
not limited to default interest on Grace's pre-petition bank debt
claims (as asserted by the general unsecured creditors that hold
pre-petition bank debt and estimated by them to be approximately
$185 million of additional interest and growing as of December
31, 2012).  The Bankruptcy Court and the District Court have
overruled this assertion and the pre-petition bank debt holders
have appealed these rulings to the appellate court.  If any of
such contingencies become probable and estimable, Grace would
expect to record a liability at that time.

                          Exit Financing

The actual amount of new financing that Grace will need to fund
the Joint Plan, as well as the structure and cost of the
financing, will generally depend on the timing of its emergence
from bankruptcy and the amount of its available cash resources,
including net cash from operating and investing activities prior
to emergence, the final resolution costs for outstanding claims
and contingent liabilities, and lending market conditions at the
time of emergence.

The Financial Information assumes that Grace emerged from
bankruptcy on December 31, 2012 with a new $495 million credit
facility to fund allowed claims payable on the Effective Date and
to provide working capital and letters of credit for post-
emergence operations. Of such amount, $295 million is assumed
borrowed on the Effective Date, with $200 million of revolver
capacity undrawn and available for future needs. Origination fees
and other costs of the exit financing, including any original
issue discount (OID), are assumed to be approximately $10
million. The Financial Information assumes an interest rate of
approximately 3.5% on borrowings under the new credit facility.

If emergence from bankruptcy is assumed to be December 31, 2013,
Grace would not expect to need any exit financing to fund the
Joint Plan.

                 Pro Forma Financial Information

The pro forma balance sheet as of December 31, 2012 reflects the
accounting effects of the Joint Plan as if it became effective on
that date, excluding certain tax impacts. The income tax effects
of the pro forma adjustments have been computed at a 37.07% U.S.
federal and state income tax rate.

Pro forma adjustments include:

     (1) Adjustment to Liability and Additional Expense
     (2) Borrowings Under New Credit Agreements
     (3) Consideration to the Asbestos Trusts
     (4) Payment of Remaining Pre-Petition Liabilities
     (5) NOLs and Future Tax Deductions
     (6) Reclassification of Liabilities Subject to Compromise

The pro forma statement of operations reflects the accounting
effects of the Joint Plan as if it became effective on December
31, 2011.

The pro forma income adjustments consist of:

     (1) Reduction of selling, general and administrative
         expenses to reflect lower legal and other non-continuing
         costs related to the Chapter 11 cases.

     (2) Elimination of interest expense for the pre-petition
         debt and the addition of interest expense for the exit
         financing.  The Financial Information assumes an
         interest rate of approximately 3.5% on borrowings under
         the new credit facility.

     (3) Non-cash interest expense on the PI and ZAI Deferred
         Payments, assuming a blended rate of approximately 9.3%
         for the accretion of interest on these liabilities.

     (4) Reduction in Chapter 11 expenses (net of interest
         income) reflecting the conclusion of the Chapter 11
         cases.  Chapter 11, legal, and other related expenses
         incurred in the year after emergence are assumed to be
         approximately $16 million, related to the continuation
         of claims allowance proceedings and other unresolved and
         administrative matters.

     (5) Reclassification of interest income on the Filing
         Entities' accumulated cash balances from Chapter 11
         expenses to other income to reflect the accounting
         classification expected to be used after emergence.
         Also reflects the elimination of the net currency loss
         on the intercompany loan and associated hedge contracts
         that are assumed to be paid off at emergence.

     (6) Elimination of provision for asbestos-related
         contingencies.  If the Joint Plan became effective on
         December 31, 2011, any adjustment to asbestos-related
         contingencies would have occurred in the 2011 statement
         of operations.

     (7) The pro forma adjustments are generally tax effected at
         a 37.07% effective tax rate.  Certain Chapter 11
         expenses are not deductible.

A full-text copy of the Pro-forma Financial Statements is
available for free at http://is.gd/rTZCcx

                         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)


WINDSORMEADE OF WILLIAMSBURG: Files Pre-Arranged Plan
-----------------------------------------------------
Virginia United Methodist Homes of Williamsburg, Inc., filed a
proposed Chapter 11 exit plan negotiated with its sponsor Virginia
United Methodist Homes Inc. and secured creditors.  The plan was
filed together with the bankruptcy petition.

The Debtor says the Plan embodies a consensual restructuring that
provides for the protection of all residents' rights and payment
of all trade debt.

To ensure a successful reorganization, the Debtor filed a variety
of first day motions, including requests to (i) extend the
deadline to file schedules of assets and liabilities and statement
of financial affairs until the 45th day after the Petition Date or
the Disclosure Statement hearing, whichever is earlier, (ii) pay
prepetition wages and benefits of employees, (iii) escrow all
entrance fees collected postpetition and keep all entrance fees
escrowed as of the Petition Date in order to provide assurance to
existing and new residents that VUMHW's Chapter 11 case will not
affect the residents' rights to a refund, and (iv) self-report in
lieu of the Court's appointment of a patient care ombudsman as
only a small portion of its activities relate to the actual
provision of health care services.

                      Restructuring of Bonds

In 2007, to finance its development, the Debtor entered into a
bond financing agreement with the Economic Development Authority
of James City County, Virginia, to borrow the proceeds of $114.27
million of residential care facility revenue bonds, Series 2007A,
2007B, and 2007C, where UMB Bank, N.A., currently serves as
trustee.

Before the bankruptcy filing, the Debtor signed an agreement with
holders of 66% of the outstanding principal amount of the Series
2007A/B Bonds to support a restructuring of the Debtor's bond
indebtedness via a Chapter 11 plan.  To facilitate the
restructuring, a letter of credit from banks Bank of America,
N.A., was drawn to pay holders of Series 2007C bonds.

The Plan provides for these terms:

   * Holders of 2007A/B Bond Claims owed $48.3 million plus
     accrued interest (Class 2) are impaired under the Plan and
     will receive:

      1. Series 2013A Senior bonds with principal amount of
         $30 million bearing interest at a fixed rate of 6% per
         annum and having a final maturity date in 2043;

      2. Series 2013A Subordinated Bonds in a principal amount of
         the "deficiency amount", bearing interest at a fixed rate
         of 2% per annum and having a final maturity date in 2048.

         The "deficiency amount" means 50% of the total of the (i)
         aggregate principal and interest outstanding in respect
         of the Series 2007A Bonds and the Series 2007B Bonds as
         of the Petition Date, less (ii) the aggregate principal
         amount of the 2013A Senior Bonds to be issued pursuant to
         the Plan ($30 million).

     UMB Bank will receive payment of unpaid reasonable fees and
     expenses under the indenture.

   * The letter of credit reimbursement claim of $13.3 million
     from Bank of America (Class 3), which was purchased at a
     substantial discount by VUMH, is impaired, and VUMH will
     receive the aggregate amount of $6.5 million of Series 2013B
     Senior bonds, bearing a fixed interest rate of 6% per annum
     and having a final maturity date of 2042.

   * Holders of general unsecured claims expected to aggregate
     $200,000 will receive payment in full in cash on the third
     business day after the effective date of the Plan or on the
     date the allowed claim becomes payable in the ordinary
     course.

   * VUMH, owed $22.4 million for the management of business
     operations of the Debtor, will waive the manager claim and
     will enter into a new management agreement with the
     Reorganized Debtor.

   * VUMH, as the existing owner, will obtain all membership
     interests in the reorganized debtor free and clear of all
     liens and claims.

Only the holders of the Series 2007A/B Bond claims and VUMH (on
account of the letter of credit claims, its manager claims and
interests) are entitled to vote on the Plan.  Unsecured creditors
and holders of other secured claims are unimpaired and deemed to
accept the Plan.

VUMH will provide DIP financing of $3 million to fund the
Chapter 11 case.

                       Quick Bankruptcy Exit

The Debtor does not anticipate that its Chapter 11 case will be
contentious and seeks the Court's assistance in providing for an
expeditious exit from Chapter 11 protection.

The Debtor proposes this timeline in connection with the Plan:

  * Disclosure Statement Objection Deadline: April 3, 2013
  * Disclosure Statement Hearing: April 10, 2013
  * Voting Record Date: April __, 2013
  * Voting Deadline: May __, 2013
  * Confirmation Objection Deadline: May 7, 2013
  * Confirmation Hearing: May 14, 2013

                         Post-Bankruptcy

On the effective date of the Plan, the Reorganized Debtor will
enter into a revolving loan facility with VUMH.  The $5.6 million
revolving facility will be used to repay amounts owing under the
DIP facility and provide the Debtor will liquidity for general
working capital purposes.  The revolving facility will have fixed
interest rate of 4.0% per annum and will have a final maturity
date in 2023.

On the Effective Date, the master lease with VUMH will be
cancelled and VUMH will transfer all its right and title in the
facility site, including all buildings and improvements, to the
reorganized Debtor.

VUMH will also make a capital contribution of $1.5 million to the
Reorganized Debtor.

The 20123 Bond Documents and the revolving facility will permit
the reorganized Debtor to issue additional indebtedness in the
amount of $7 million for an expansion of the healthcare center.

A copy of the Plan is available for free at:

    http://bankrupt.com/misc/VU_Chapter11_Plan.pdf

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

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

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

The Debtor estimated assets and debts of $100 million to
$500 million.


WINDSORMEADE OF WILLIAMSBURG: Proposes $3-Mil. of Loans From Owner
------------------------------------------------------------------
Virginia United Methodist Homes of Williamsburg, Inc., seeks to
obtain debtor-in-possession financing from its sole owner,
Virginia United Methodist Homes Inc. in the amount of $3 million,
of which $1 million will be available on an interim basis.

The DIP financing will allow the Debtor to meet its obligations to
pay, among other things, professional fees and resident entrance
fee refunds that may come due during the case.

The terms of the DIP financing have been consented to by
bondholders supporting the reorganization plan and UMB Bank, the
trustee under the bonds.

The Debtor said that it couldn't find DIP financing on better
terms elsewhere.  Under the Plan, VUMH has agreed to transfer
ownership of the facility to the Debtor, forego existing debt
owing from the Debtor, provide a revolving loan facility to
supplement available liquidity after the Debtor emerges from
bankruptcy, and pledge to provide the Debtor with a capital
contribution of $1.5 million and a $2 million loan to fund the
Debtor's operations post-bankruptcy.

The DIP facility will mature Aug. 30, 2013.  The DIP loans will
bear interest at 4% per annum.

The Debtor has lodged a separate request to use cash collateral.
The Debtor says it requires cash on hand and cash flow from
operations to fund its working capital and liquidity needs.

UMB Bank has agreed to the Debtor's use of collateral on terms
that are "usual and customary."  As adequate protection, the
Debtor has agreed to provide the master trustee with replacement
liens, superpriority administrative claims and expense
reimbursement.

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

The Debtor estimated assets and debts of $100 million to
$500 million.


WINDSORMEADE OF WILLIAMSBURG: Taps DLA Piper as Counsel
-------------------------------------------------------
Virginia United Methodist Homes of Williamsburg, Inc., seeks
approval from the bankruptcy court to employ DLA Piper LLC (US) as
attorneys, nunc pro tunc to the Petition Date.

DLA Piper has significant experience, both in and out of court,
with respect to continuing care retirement community
restructurings.

Prepetition, DLA Piper represented the Debtor in connection with
its attempts to restructure out-of-court and, subsequently, in
preparing the filing of the Chapter 11 case.

Postpetition, DLA Piper will render general legal services to the
Debtor, as needed throughout the Chapter 11 case, including
bankruptcy, corporate, employee benefits, finance, intellectual
property, labor, real estate, securities and tax advice.

The firm intends to charge for its services on an hourly basis and
seek reimbursement of actual and necessary out-of-pocket expenses.
The hourly rates of DLA Piper professionals and paraprofessionals
expected to be most active in the Debtor's case are:

          Professional                Hourly Rate
          ------------                -----------
          Thomas Califano                $930
          George B. South, III           $895
          Sara E. Castle                 $545
          Emily A. Battersby             $495
          Carolyn B. Fox                 $240
          Maria Grabis                   $115

The Debtor believes that DLA Piper is a "disinterested person"
within the meaning of Sec. 101(14) of the Bankruptcy Code.

DLA Piper can be reached at:

         Thomas R. Califano, Esq.
         George B. South, III, Esq.
         Sarah Castle, Esq.
         DLA PIPER LLP (US)
         1251 Avenue of the Americas
         New York, NY 10020-1104
         Tel: (212) 335-4500
         Fax: (212) 335-4501
         E-mail: Thomas.Califano@dlapiper.com
                 George.South@dlapiper.com
                 Sara.Castle@dlapiper.com

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

The Debtor estimated assets and debts of $100 million to
$500 million.


WNA HOLDINGS: S&P Assigns 'B' CCR & Rates Loan Facilities 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to WNA Holdings Inc.  The outlook is
stable.

At the same time, S&P assigned a 'B' issue-level rating (same as
the corporate credit rating) and a '3' recovery rating to WNA's
proposed $220 million term loan due 2018 and $30 million revolving
credit facility due 2017.  The recovery rating indicates S&P's
expectation of meaningful recovery (50% to 70%) in the event of a
payment default.  The ratings are based on preliminary terms and
conditions of the facilities.

The company plans to use proceeds from the proposed $220 million
term loan facility to refinance about $215 million in existing
debt and the remaining for transaction fees and expenses.  The
company's existing $85.9 million in senior unsecured notes due
2019 is unrated.

The ratings on WNA reflect its weak business risk profile based on
its very limited scope of operations as the leading manufacturer
in the premium niche of the injection-molded plastic foodservice
tableware industry, some vulnerability to fluctuating raw-material
costs, and a highly leveraged financial profile.

"The company's narrow business focus is partially offset by a
favorable product mix in the domestic tableware segment, well
established customer relationships, and attractive operating
margins," said Standard & Poor's credit analyst Henry Fukuchi.

The outlook is stable.  WNA's decent market positions in certain
niche segments of the domestic disposable foodservice products
market and solid customer relationships support the ratings.
These positives should help to offset the company's limited sales
base and the impact on operating margins from volatility in high
raw-material costs or lower-than-expected sales growth due to
economic concerns.  The company's high debt leverage and limited
scope of operations limit upside ratings potential.

Pro forma for the transaction as of Dec. 31, 2012, S&P expects
total adjusted debt to EBITDA (adjusted for capitalized operating
leases) to be in the mid-5x to 6x area and funds from operations
to total adjusted debt of about 10%.  Based on S&P's scenario
forecasts, it expects earnings should support gradual improvement
in funds from operations to total adjusted debt toward the 12%
level in the next few years.

Based on the downside scenario S&P is forecasting, it could lower
the ratings if operating margins weaken by more than 2%, or if
volumes decline 15% or more from current levels.  In S&P's
downside scenario, total adjusted debt to EBITDA would deteriorate
to more than 6x and FFO to total adjusted debt would decrease to
the mid to high single digits percentage area.  S&P may also lower
the ratings if unexpected cash outlays or business challenges
reduce the company's liquidity position, or if covenant cushions
tighten to less than 10%.

Although S&P do not expect to do so, it could raise the rating
slightly if profitability continues to improve while liquidity
remains healthy.  S&P could raise the ratings if FFO to total
adjusted debt remains over 15% through a business cycle and
prospects remain stable over time.  This would also require an
understanding that financial policies would be supportive of a
higher rating.


YTB INTERNATIONAL: Online Marketer Files Chapter 11 Bankruptcy
--------------------------------------------------------------
YTB International, Inc., on March 1 commenced a proceeding under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of Illinois, in East St. Louis.

According to Andrew Cauthen, YTB's President & CEO: "This
bankruptcy proceeding will give YTB much-needed protection from
creditors and an opportunity to reorganize its affairs. The
decision to seek protection in bankruptcy came after many weeks of
careful consideration by the management team, the Board of
Directors, and the company's advisors of the available strategic
alternatives and with due regard for the interests of all of the
company's stakeholders."

YTB has a commitment from a lender to provide a debtor in
possession line of credit that will give the company operational
flexibility during the bankruptcy case. If the case proceeds as
the company's management expects, then YTB should emerge after a
relatively short period of time in bankruptcy with much better
future prospects and much better positioned for future growth.

"Using the same playbook successfully used by many other US
companies to achieve a fresh start, YTB intends to utilize the
structured and orderly process of Chapter 11 to re-group,
reorganize, and re-launch," said Mr. Cauthen.

Diana Barr, Associate Editor at St. Louis Business Journal,
reports that YTB, in its petition, listed its assets at $1.31
million and its debts at $7.18 million.  The report notes the
company has been in turmoil in recent years, with top management
changes, and was involved in controversy over its previous
multilevel marketing business model.

The Business Journal recounts that YTB initially grew by selling
travel-service websites to outside representatives.  In May 2009,
YTB agreed to pay $1 million and to stop charging agents for its
travel websites to settle a deceptive marketing lawsuit filed by
the California attorney general. The company settled a similar
suit with the Illinois attorney general in April 2011.  YTB
changed its business model, but revenue fell, and it later sold
its headquarters building and adjacent property for $71 million
and $500,000, respectively.  Then in March 2012, YTB announced it
planned to merge with Fort Lauderdale, Fla.-based multilevel
marketing firm LTS Neutraceuticals Inc., but called off the deal
in September.

Wood River, Illinois-based YTB International, Inc. (Pink Sheets:
YTBLA) -- http://www.ytb.com/-- is a marketer of Internet-based
travel services and products and has a network of almost 13,000
independent travel agents in North America.


YTB INTERNATIONAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: YTB International, Inc.
        1901 East Edwardsville Road
        Wood River, IL 62095

Bankruptcy Case No.: 13-30325

Chapter 11 Petition Date: March 1, 2013

Court: United States Bankruptcy Court
       Southern District of Illinois (East St. Louis)

Judge: Laura K. Grandy

Debtor's Counsel: Spencer P. Desai, Esq.
                  Thomas Riske, Esq.
                  DESAI EGGMANN MASON LLC
                  7733 Forsyth Blvd.
                  Suite 2075
                  St. Louis, MO 63105
                  Tel: (314) 881-0800
                  Fax: (314) 881-0820
                  E-mail: sdesai@desailawfirmllc.com
                          triske@demlawllc.com

Scheduled Assets: $1,312,000

Scheduled Liabilities: $7,181,000

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

The petition was signed by Andrew Cauthen, president and CEO.

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                              Case No.
     ------                              --------
YTB, Inc.                                13-30326
YTB Travel Network, Inc.                 13-30328
Your Travel Biz Worldwide, Inc.          13-30329
YTB Travel Network of Illinois, Inc.     13-30330
YTB Worldwide Travel, Inc.               13-30331


ZOGENIX INC: Inks Manufacturing Services Agreement with Patheon
---------------------------------------------------------------
Zogenix, Inc., and Patheon UK Limited entered into a manufacturing
services agreement on Feb. 28, 2013, under which Patheon will
serve as the Company's exclusive manufacturer for the aseptic
capsule assembly, filling and inspection, final device assembly
and packaging of Sumavel(R) DosePro(R), as well as other
manufacturing and support services.  The Services Agreement will
replace the Company's prior manufacturing services agreement with
Patheon upon its expiration on Oct. 31, 2013.

Under the Services Agreement, Zogenix is not required to have a
minimum quantity of Sumavel(R) DosePro(R) manufactured, but is
required to provide Patheon with forecasts of the required volumes
of Sumavel(R) DosePro(R) the Company needs and is required to pay
Patheon a monthly manufacturing fee over the term of the Services
Agreement.  The Company is also required to pay support and
service fees, with the level of service fees increasing if annual
production exceeds a specified volume.  The term of the Services
Agreement will commence on Nov. 1, 2013, and expire on April 30,
2015.  The parties may mutually agree in writing to renew the term
for additional terms prior to the expiration of the then-current
term.

Zogenix may terminate the Services Agreement upon specified
written notice to Patheon.  Either party may terminate the
Services Agreement (1) upon written notice if the other party has
failed to remedy a material breach of any of its representations,
warranties or other obligations under the agreement within a
specified period following receipt of written notice of that
breach, and (2) immediately upon written notice to the other party
in the event that the other party is declared insolvent or
bankrupt by a court of competent jurisdiction, a voluntary
petition of bankruptcy is filed in any court of competent
jurisdiction by such other party or the agreement is assigned by
such other party for the benefit of creditors.  Patheon may also
terminate the Services Agreement upon specified written notice if
the Company assigns the agreement to certain specified parties.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $91.30
million in total assets, $78.01 million in total liabilities and
$13.28 million in total stockholders' equity.


* Fitch Says Sequestration May Impact U.S. Defense Ratings
----------------------------------------------------------
The full implementation of sequestration's defense spending
reductions will increase pressure on revenues, but Fitch believes
it will not necessarily have a significant effect on credit
ratings in the U.S. aerospace and defense sector if companies take
actions to offset the sequester's impact. The benefits of cost
reductions, international contracts, and cash deployment
flexibility should not be ignored in evaluating the U.S. defense
sector's credit profile, and we believe most manufacturers have
the opportunity to adapt to the challenging revenue environment to
preserve current ratings. Additionally, many defense companies
boast strong liquidity positions and benefit from product and
geographic diversification, somewhat mitigating the impact from
expected Department of Defense (DOD) revenue declines.

A challenge defense contractors will face is determining how to
adapt given the uncertain execution of the sequester, the pending
expiration of the Continuing Resolution in late March, and the
overall fiscal pressures in the federal government. Because of the
lag between budget authority and outlays, we expect the bulk of
sequestration's impact could be shifted into fiscal 2014,
providing some additional time for companies to adapt. However,
non-investment-grade companies and companies with weak
diversification are most at risk in the current environment, and
program-specific reduction details will be needed to evaluate the
full impact on defense credit profiles.

Over the past several years, much of the U.S. defense sector has
been planning for lower revenues, with restructuring actions taken
throughout the industry. Stagnant revenue growth has been a theme
for many defense contractors, yet some were able increase
operating margins in 2012 despite modestly lower revenues. Most
defense contractors have flexible cost structures with relatively
low fixed capital. International revenue growth is another way
defense contractors can offset the impact of weaker U.S. defense
spending, and there were a substantial number of large
international opportunities in the past year.

Unless sequestration is replaced or modified, DOD spending will
likely be reduced by approximately $1 trillion over the next 10
years compared with previously anticipated spending levels. The
reductions come from the combined impact of sequestration and the
Budget Control Act of 2011. Budget cuts to modernization spending
(procurement plus research and development [R&D]), the most
relevant part of the budget for defense contractors, are likely to
account for a disproportionate percentage of the reductions.

Most of the spending cuts are from projected budget growth and
come off the existing high spending levels. We expect inflation
adjusted spending will likely decline, albeit modestly, over 10
years. As an example, we estimate the implemented budget cuts
would only reduce base budgets back to the levels seen in fiscal
years 2007 or 2008.

A key risk in the sector could be cash deployment to offset the
impact on earnings from lower revenues. However, this has not been
a serious issue so far, and some companies (including L-3
Communications and Alliant Techsystems) have allocated cash to
debt reduction.


* Leveraged Share Buybacks Ongoing Risk to Bondholders, Fitch Says
------------------------------------------------------------------
Fitch Ratings believes leveraged share buybacks are an ongoing
risk to corporate bondholders as borrowing costs remain at
historical lows, but that most buyback activity will continue to
be done in a credit-neutral manner. Leveraging buybacks will be
most prevalent among mature investment-grade companies with strong
cash flows.

Leveraged share repurchase activity moderated in the last 12
months, with seven negative rating actions during this period due
at least in part to leveraged buybacks, compared with 12 such
actions in 2011. There were also two downgrades in 2012 driven in
whole or in part by special dividends, as companies anticipated
higher tax rates in 2013.

The pharmaceutical/healthcare and media/telecom sectors have seen
the most negative rating activity from share repurchases,
reflecting the sectors' relatively stable and cash generative
nature. With two exceptions, the downgrades occurred among
companies rated 'BBB+' and above, highlighting that this is a risk
focused on higher rated companies facing little cost in terms of
market access or borrowing rates from moving one or two notches
down the rating scale.

Within the pharmaceutical/healthcare sector, the downgrades of
Bristol Myers Squibb and Eli Lilly reflected aggressive share
repurchase posturing at the same time these companies are facing
patent expirations on top-selling pharmaceuticals. The downgrade
of Thermo Fisher reflected a more aggressive capital deployment
stance that included share repurchases, three acquisitions, and
the initiation of a dividend.

In the media/telecom sector, the downgrade of CenturyLink to 'BB+'
from 'BBB-' in February 2013 resulted from its initiation of a
share repurchase program that will slow the pace of debt reduction
over the next two years. CenturyLink was the first downgrade to
non-investment grade due at least in part to share repurchases
since the downgrade of RR Donnelley in May 2011, underscoring the
fact that companies tend to protect their investment-grade
ratings.

The downgrade of Dun & Bradstreet was due to an expected increase
in debt/EBITDA to over 2.0x as a result of accelerated share
repurchases. Fitch also placed a Negative Outlook on AT&T Inc.'s
long-term IDR of 'A', reflecting the expectation for higher
leverage from a combination of share repurchases and increased
capital spending.

The downgrade of ADT Corporation was due to its initiation of a $2
billion, three-year share repurchase program that will be funded
in large part by incremental debt. The downgrade also reflected
management's willingness to undertake a more aggressive financial
strategy following its spin-off from Tyco.

We also recorded two downgrades in 2012 related to leveraged
special dividends, as companies were motivated by the specter of
higher tax rates in 2013. The downgrade of Costco Wholesale
resulted from its $3 billion special dividend that drove lease-
adjusted leverage from 0.8x to 1.7x on a pro forma basis.

In addition, SEACOR Holdings was downgraded due in part to a $100
million special dividend. Other companies, including Las Vegas
Sands, Limited Brands, HCA, and Brown Forman, also completed
sizable special dividends, though these were done in the context
of their existing credit ratings.


* Moody's Says Cable Bonds Offer Poor Covenant Protection
---------------------------------------------------------
North American high-yield cable bonds offer less-protective
covenants than wireline telecom bonds, media services bonds and
non-financial company bonds, Moody's Investors Service says in a
new report, "High-Yield Cable Investors Let Issuers Increase
Leverage." Debt incurrence, liens and change of control covenants
in high-yield cable bonds offer poor covenant protection.

"Our review of 20 North American cable bonds from 10 issuers
showed that the cable bonds offer investors weaker protections
than the bonds of media services companies, wireline
telecommunications companies and non-financial companies more
generally," says analyst and author of the report, Karen
Berckmann.

The cable bonds were drawn from Moody's High-Yield Covenant
Database, and had an average Covenant Quality (CQ) score of 3.85
on Moody's scale of 1.0 to 5.0, in which a higher score denotes
less protection. Wireline companies scored 3.37 and media services
companies, 3.46, while the average score for the entire non-
financial corporate sample was 3.65.

"In general, the market views cable as a fairly defensive, stable
industry with minimal economic cyclicality and grants cable
operators more flexibility," Berckmann says. "We believe bond
investors feel more confident about growth prospects for the cable
sector than for wireline telecom, and we generally agree."

Cable bonds offer weaker liens subordination protection than both
telecom and non-financial corporate bonds, which leaves
substantial room for incremental debt ahead of bondholders.
Similarly, change of control provisions are very weak for cable
bondholders, who likely view consolidation as a positive for the
industry, given potential synergies and the presence of stronger
strategic players such as Time Warner Cable Inc.

Among companies, Moody's found that Cablevision and DISH have the
weakest covenant packages, while Harron has the strongest.


* S&P Lowers Rating on 4 Natural Gas Prepay Transactions
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
natural gas prepay transactions.  The rating actions follow the
Feb. 28, 2013 downgrade of insurance companies that are
counterparties in the transactions.  The financial strength rating
on MBIA Insurance Corp. was lowered to 'CCC' from 'B' and National
Public Finance Guarantee Corp. was lowered to 'BB' from 'BBB'.
The outlook on MBIA insurance Corp. remains negative and that on
National remains developing.  At the same time, S&P affirmed its
'B-' rating on parent MBIA Inc., with a negative outlook.  Based
on S&P's analysis of the transaction documents, the ratings on
these transactions are linked to the ratings on the affected
counterparties.

The rating actions and links are as follows:

   -- S&P lowered the rating to 'B-' from 'B' on the Central
      Plains Energy Project (Gas Prepay)'s series 2007A and 2007B.
      The outlook is negative.  The ratings are now linked to the
      rating and outlook on MBIA Inc., which acts as the debt
      service reserve fund and working capital fund provider.  The
      rating is no longer linked to MBIA Insurance Corp., which
      acted as a guarantor of the accounts, because the rating on
      MBIA Insurance Corp. is now lower than that on MBIA Inc.
      itself.

   -- S&P lowered the rating to 'B-' from 'B' on the Salt Verde
      Financial Corp. (Gas Prepay)'s subordinated bonds series
      2007.  The outlook is negative.  The rating is now linked to
      the rating and outlook on MBIA Inc., which acts as the debt
      service reserve fund provider.  The rating is no longer
      linked to MBIA Insurance Corp., which acted as a guarantor
      of the account, because the rating on MBIA Insurance Corp.
      is now lower than that on MBIA Inc. itself;

   -- S&P lowered the rating to 'BB' from 'BBB' on the Southern
      California Public Power Authority (Gas Prepay)'s series
      2007A and 2007B.  The outlook is developing.  The rating is
      linked to the rating and outlook on National Public Finance
      Guarantee Corp., which acts as the surety bond provider.

   -- S&P lowered the rating to 'BB' from 'BBB' on Tennessee
      Energy Acquisition Corp. (Gas Prepay)'s series 2006C.  The
      outlook is developing.  The ratings are linked to the rating
      and outlook on National Public Finance Guarantee Corp.,
      which acts as the surety bond provider.

Unaffected transactions are as follows:

The rating on Northern California Gas Authority No. 1 (Gas
Prepay)'s series 2007B (A-/Negative) is not affected by the
downgrades of MBIA Insurance Corp. or National Public Finance
Guarantee Inc.  The bond ratings are linked to the rating and
outlook on Morgan Stanley, the guarantor of the gas supplier.

The rating on Tennessee Energy Acquisition Corp. (Gas Prepay)'s
series 2006A (A-/Negative) is not affected by the downgrades on
MBIA Insurance Corp. or National Public Finance Guarantee Inc.
The bond ratings are linked to the rating and outlook on Goldman
Sachs Group Inc., the guarantor of the gas supplier.

RATINGS LIST
Downgraded
                           To                From
Central Plains Energy Project (Gas Prepay)
2007A and 2007B bonds     B-/Negative       B/Negative

Salt Verde Financial Corp. (Gas Prepay)
2007 subordinate bonds    B-/Negative       B/Negative

Southern California Public Power Authority (Gas Prepay)
2007A and 2007B bonds     BB/Developing     BBB/Developing)

Tennessee Energy Acquisition Corp. (Gas Prepay)
2006C bonds               BB/Developing     BBB/Developing


* Bankruptcy Judge Markell Steps Down, to Join Fla. State Univ.
---------------------------------------------------------------
The Las Vegas Review Journal reports that Nevada bankruptcy Judge
Bruce A. Markell is leaving the federal bench after accepting a
professorship at Florida State University.  Judge Markell
submitted his resignation on Monday, effective July 10.  He will
become the Jeffrey A. Stoops Professor at the Florida State
University College of Law.  He has been a bankruptcy judge since
2004.


* McIntire Professor Testifies on U.S. Bankruptcy Laws
------------------------------------------------------
McIntire Professor David C. Smith testified before the American
Bankruptcy Institute's Bankruptcy Reform Commission during a
bankruptcy conference, VALCON 2013, in Las Vegas, Feb. 21, 2013.

The commission was convened to study the question of whether there
should be a major overhaul of U.S. bankruptcy laws.

Prof. Smith, who gave testimony on "Contested Valuation Issues in
Bankruptcy," says that the commission, composed of leading
bankruptcy professionals in the field, will study and propose
reforms to Chapter 11 and related statutory provisions that would
better manage the effective reorganization of today's business
debtors.

Prof. Smith's testimony focused on bankruptcy questions related to
academic studies:

     1) Are the valuations conducted as part of a Chapter 11
        case accurate?

     2) Are appropriate adjustments made for the risks faced
        by distressed companies?

     3) Are more empirical studies warranted, and if so, how
        should these studies be conducted to reveal more about
        what works and doesn't work in bankruptcy valuations?

During the conference, Prof. Smith also was part of a three-person
panel that discussed scholarly updates to the bankruptcy
literature.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***