TCR_Public/130307.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Thursday, March 7, 2013, Vol. 17, No. 65

                            Headlines

11850 DEL PUEBLO: Receiver Keeps Control Until April Hearing
710 LONG RIDGE: Okayed for Interim Modifications to CBA
ABITIBIBOWATER INC: Court Grants Cahaba's Summary Judgment Bid
ABSOLUTE LIFE: Memorialized Understandings with Infinity Advanced
ACADIA HEALTHCARE: Moody's Rates $150MM Sr. Unsecured Notes 'B3'

ACADIA HEALTHCARE: S&P Affirms 'B' CCR & Rates $150MM Notes 'CCC+'
ACCENTIA BIOPHARMACEUTICALS: Incurs $7.4MM Loss in Dec. 31 Qtr.
ADAM AIRCRAFT: Dist. Court Rules on Chapter 7 Trustee's Appeal
AFFINITY GAMING: Z Capital Pulls Offer, Sues Firm
AHERN RENTALS: Parties Spar Over Rival Plan Disclosures

AHERN RENTALS: Replaces CRG Partners with Deloitte
ALABAMA AIRCRAFT: 3rd Circuit Nixes Boeing's Appeal of Sale
ALLIED SYSTEMS: Court Approves $2-Mil. Increase in DIP Financing
ALLY FINANCIAL: Files Form 10-K, Posts $1.2BB Net Income in 2012
AMBAC FINANCIAL: Seeks to Block Board Member Accused of Cronyism

AMBAC FINANCIAL: Plan Modification Approval Sought
AMERICAN AIRLINES: Weil Charges $2.9MM for January Bankruptcy Work
AMERICAN AIRLINES: Modifying Republic Airways Agreement
AMERICAN AIRLINES: Fitch Assigns 'B' Rating on Class B Certs.
AMPAL-AMERICAN: Clal Insurance Owns 6% Class A Shares at Dec. 31

ATLANTIC COAST: Bhanu Choudhrie Owns 4% Equity Stake at Feb. 13
AVANTAIR INC: Pilots Certify SMART as Representative
BAKERS FOOTWEAR: Sells Remaining Assets for $2.45 Million
BOYD GAMING: S&P Lowers Rating on Senior Notes to 'CCC+'
BROADVIEW NETWORKS: MCG Investment Down to $1 Million

BROADWAY FINANCIAL: Edward Wedbush Holds 7% Stake at Dec. 31
BUENA VISTA PLUMBING: Case Summary & 11 Unsecured Creditors
CANFOR CORPORATION: DBRS Confirms Senior Notes Rating at 'BB'
CASEY ANTHONY: Appears at Bankruptcy Hearing
CBRE SERVICES: Moody's Rates $1.7BB Facility & $800MM Notes 'Ba1'

CBRE SERVICES: S&P Rates $1BB Loans 'BB' & $800MM Notes 'B+'
CENTRAL EUROPEAN: Working with RTL on Restructuring Proposal
CHINA PRECISION: Delays Dec. 31 Form 10-Q Due to Holidays
CIRCLE ENTERTAINMENT: Andrew Perel Elected to Board of Directors
CLARFEDO L.L.C.: Voluntary Chapter 11 Case Summary

COMMUNITY FINANCIAL: PRB Investors Owns 14% Stake at Dec. 21
CONEXANT SYSTEMS: Rejecting San Diego, Newport Beach Office Leases
CONTAINER STORE: S&P Affirms 'B-' Rating on Upsized $362MM Loan
COPPER KING: Wins Confirmation of Reorganization Plan
DELPHI AUTOMOTIVE: S&P Retains 'BB+' Corporate Credit Rating

DETROIT, MI: Moody's Sees Bankruptcy Risk in Fiscal Emergency
DETROIT, MI: NPFG Confirms $100.7MM of Insured Exposure
DETROIT SERVICE: S&P Lowers Long Term Rating to 'BB+'
DEWEY & LEBOEUF: Lands $1.6M Deal with Paul Hastings, Ex-Partners
DREIER LLP: Court Rules AIG Settlement Belongs to Law Firm Estate

DTE ENERGY: Moody's Raises Rating on $200MM Senior Bonds to 'Ba1'
EARTHLINK INC: S&P Withdraws B+ Rating on $300MM Sr. Secured Loan
EDIETS.COM INC: Signs Separation Agreement with Former CEO
EDISON MISSION: Wants to Continue Arbitration With Union
ELPIDA MEMORY: Wins Approval to Extend Security Agreements

EMRLH4 LLC: Case Summary & 5 Unsecured Creditors
EUROFRESH INC: Tomato Greenhouses Head to March 27 Auction
FERRO CORP: S&P Puts 'B+' CCR on CreditWatch Developing
FIRST PLACE: Delays Form 10-Q for Dec. 31 Quarter
FLASHCOM INC: Trustee Can Only Collect $62,500 From Andra Sachs

FOURTH QUARTER PROPERTIES: Files for Chapter 11 in Georgia
FOURTH QUARTER PROPERTIES: Case Summary & 12 Unsecured Creditors
FQ PROPERTIES: Case Summary & 11 Unsecured Creditors
FREESCALE SEMICONDUCTOR: Fitch Rates New Term Loan at 'CCC+'
FREESEAS INC: Amends 395,791 Common Shares Resale Prospectus

FREESEAS INC: Issues Additional 100,000 Common Shares to Hanover
FTLL ROBOVAULT: March 21 Hearing on Use of More Cash
GARLOCK SEALING: Wins Access to Client List in Asbestos Cases
GELTECH SOLUTIONS: Michael Reger Hikes Equity Stake to 41.7%
GENERAL MOTORS: Bankr. Judge Sides With JPMorgan in Lien Challenge

GMX RESOURCES: Misses Interest Payment, Warns Possible Bankruptcy
GRAFTECH INT'L: Earnings Forecast No Impact on Moody's 'Ba1' CFR
HAMDEN, CT: Pension Fund Facing Bankruptcy in 5 Years
HANRA INVESTMENTS: Case Summary & 17 Largest Unsecured Creditors
HARLAN LABORATORIES: S&P Cuts CCR to 'B-' & Rates Facilities 'B-'

HARRISON, NJ: Moody's Lifts Rating on Obligation Bonds to 'Ba1'
HEARTHSTONE HOMES: Wells Fargo to Get Sales Proceeds
HORIZON LINES: Pioneer Global Owns 83% Class A Shares at Dec. 31
HOSTESS BRANDS: Withdraws Cash Motion as Per Stipulation
HOWREY LLP: Appeal Taken in Dispute v. Paul Alexander et al.

HRAF HOLDINGS: Western Rock Has No Valid Lien on Cash Proceeds
IMPLANT SCIENCES: Maturity of DMRJ Debt Extended Until 2014
INNER HARBOR: $1.2B Baltimore Project Developer Granted Ch. 11
INTEGRATED FREIGHT: Asher Discloses 9.9% Equity Stake at March 4
INTERLEUKIN GENETICS: Inks Preferred Participation Pact with RHSC

ISTAR FINANCIAL: Enters Into $1.7 Billion Credit Agreement
J & B PROPERTY: Voluntary Chapter 11 Case Summary
J.C. PENNEY: Board Said to Be Mulling Sale, Replacing CEO
JET PLASTICA: MCG Gets $11 Mil. in Payment Following Liquidation
KAR AUCTION: Term Loan Amendments No Impact on Moody's 'B1' CFR

LEHMAN BROTHERS: $2.8-Billion in Claims Changed Hands in January
LIGHTSQUARED INC: Asks Court to Approve Rincon Agreement
LOCATION BASED TECHNOLOGIES: Sees $700,000 Revenues in Fiscal Q3
LODGENET INTERACTIVE: Financing Approval Sought
LODGENET INTERACTIVE: D.E. Shaw Owns 1% Equity Stake at Dec. 31

LYON WORKSPACE: Locker Maker Schedules April 15 Auction
M/I HOMES: Fitch Rates Proposed $50MM Sr. Subordinated Notes 'CCC'
M/I HOMES: New $50MM Notes Issue Gets Moody's 'Caa2' Rating
M/I HOMES: S&P Assigns CCC+ Rating to $50MM Sr. Subordinated Notes
MALIK MANJI: Case Summary & 6 Largest Unsecured Creditors

MBIA INC: Defeats BofA Lawsuit over Restructuring
MCGRAW-HILL GLOBAL: Moody's Assigns 'B2' CFR; Outlook Stable
METROPARK USA: Taps Ashford Schael as Liquidation Counsel
METROPCS WIRELESS: Moody's Rates New Unsecured Notes Offer 'B1'
METROPCS WIRELESS: S&P Rates $3.5BB Senior Unsecured Notes 'BB'

MF GLOBAL: Plan Backers Reach $275M Truce with JPMorgan
MF GLOBAL: JPMorgan, Creditor Co-Proponents Agree to Amended Plan
MICHAELS STORES: Director Gerry Murphy Resigns
MIDWEST MEAT: Nebraska Turkey Processor in Bankruptcy
MMRGLOBAL INC: Reports Unregistered Sales of Securities

MMRGLOBAL INC: Signs Non-Exclusive License Agreement with WFM
MODERN PLASTICS: NPC Emerges as Highest Bidder for Mortgage Loan
MORGANS HOTEL: Extends Employments of Top Executives Until 2015
MPG OFFICE: Posts $210.5 Million Net Income in Fourth Quarter
NEEBO INC: Makes Voluntary Debt Payment of $27 Million

NEXSTAR BROADCASTING: Underwriter Exercises 450,000 Shares Option
NORCROSS LODGING: Case Summary & 2 Unsecured Creditors
NORTEL NETWORKS: Freed From New Bankr. Disclosure Rules for Now
OMEGA NAVIGATION: MHR Capital No Longer Owns Shares at Dec. 31
PABELLON DE LA VICTORIA: Court Approves Justiniano as Counsel

PABELLON DE LA VICTORIA: Court Okays Carlos Cardona as Accountant
PAMELA MATTHEWS: 6th Cir. Says ECMC Can Join in Suit v. Sallie Mae
PARTY CITY: iParty Purchase No Impact on Moody's B2 CFR
PHYSIOTHERAPY ASSOCIATES: S&P Lowers CCR to 'B-'; Outlook Stable
PINNACLE AIRLINES: Seeks Court Approval of Colgan-Chorus Deal

PINNACLE AIRLINES: Wants Flight 3407 Claimants Objection Overruled
PIPELINE DATA: Calpian to Buy Firm After Merchant Sale Fails
PITTSBURG REDEVELOPMENT: Fitch Rates Tax Allocation Bonds at 'BB-'
POWERWAVE TECHNOLOGIES: Empire Capital Holds 9% Stake at Dec. 31
PRECISION ENGINEERED: S&P Retains 'BB-' Rating After $40MM Loan

PVH CORP: S&P Lowers Rating on $600MM Notes Due 2020 to 'BB'
QUANTUM CORP: Private Capital Holds 8% Equity Stake at Dec. 31
QUANTUM CORP: Amends Sept. 30 Form 10-Q to Add Exhibits
RESIDENTIAL CAPITAL: Plan Filing Exclusivity Extended to April 30
RESIDENTIAL CAPITAL: Stroock's Kruger Approved as CRO

RESIDENTIAL CAPITAL: Judge Peck Remains as Mediator Until May
RESPONSE BIOMEDICAL: Taps Darby Darilek Director of U.S. Sales
RG STEEL: Asks Court to Overrule SNA Carbon's Sale Objection
ROTECH HEALTHCARE: Deutsche Bank Holds 8% Stake at Dec. 31
RTL-WESTCAN LTD: DBRS Raises Issuer Rating to 'BB(low)'

SA NYU WA: Case Summary & 18 Largest Unsecured Creditors
SANDPOINT CATTLE: Barred From Using Cash Collateral
SCHOOL SPECIALTY: Three Committee Members Resign
SCHOOL SPECIALTY: Executed ABL DIP Agreement Filed
SCHOOL SPECIALTY: Schedules of Assets and Liabilities Filed

SCHOOL SPECIALTY: LaGrange No Longer Owns Shares at Dec. 31
SCHWAB INDUSTRIES: 6th Cir. Affirms Ruling for Huntington Bank
SEARS HOLDINGS: E. Lampert Buys 1.2-Mil. Shares for $54.9-Mil.
SECUREALERT INC: R. Klinkhammer Ceases to Own 5% Stake at Feb. 28
SITEL LLC: Cash Flow Deficit Prompts Moody's to Cut CFR to Caa1

SOLAR TRUST: Settles With Parent to Confirm Plan
SMART ONLINE: Sells Additional $435,000 Convertible Note
SNUFFER'S RESTAURANTS: Case Summary & Creditors List
SOUTHERN AIR: US Trustee Objects to Plan's Exculpation Provision
SOUTHERN MONTANA: Obtains Final Cash Collateral Order

SYMPHONYIRI GROUP: S&P Affirms 'B+' CCR; Outlook Stable
TECHDYNE LLC: US Trustee Wants Case Dismissed or Converted
TELEMETRICS INC: Case Summary & 14 Largest Unsecured Creditors
THELEN LLP: Suit In Limbo As 2nd Circ. Mulls Unfinished Business
THERMOENERGY CORP: Amends 63.8 Million Common Shares Prospectus

THQ INC: WWE & Viacom Resign From Creditors' Committee
THQ INC: Employs Great American as Liquidating Consultant
THQ INC: Schedules of Assets and Liabilities Filed
UNDERGROUND ENERGY: Case Summary & 20 Largest Unsecured Creditors
UPPER CRUST: Proceeds to Estate Exceed $1.65-Mil. Auction

VALENCE TECHNOLOGY: ClearBridge Does Not Own Shares at Dec. 31
VENTANA 20/20: Disclosure Statement Hearing Continued to March 12
VERMILLION INC: Incurs $7.1 Million Net Loss in 2012
VOLKSWAGEN-SPRINGFIELD: Case Converted to Chapter 7
WATERFORD FUNDING: Schedules Modified in Suit v. REM Capital

WATERFORD FUNDING: Schedules Revised in Lawsuit v. Richard Miller
WECHSLER & CO: Taps DelBello as Substitute Counsel
WESTERN UTAH: Default Judgments Entered v. Lindale and Shupe
WESTINGHOUSE SOLAR: CBD Reports $5.6MM Net Income for H2 2012
WESTMORELAND COAL: Michael R. D'Appolonia Retires From Board

WINDSORMEADE OF WILLIAMSBURG: Taps Hirschler as Local Counsel
WINDSORMEADE OF WILLIAMSBURG: McGuireWoods Is Bond Counsel
WINDSORMEADE OF WILLIAMSBURG: Taps Deloitte as Advisor
WISHGARD LLC: Creditors File Involuntary Bankruptcy Petition
ZUERCHER TRUST: Amends Schedules of Assets and Liabilities

* Moody's Says Low Interest Limits Life Insurers' Earnings Growth
* Senate Report Fault Senior Level Executives at JPMorgan
* Fannie-Freddie in Venture to Securitize Home Loans

* Ex-Kirkland Partner Pleads Guilty to $2-Mil. Tax Scheme

* The Deal Unveils Rankings of Bankruptcy Firms & Professionals

* Haynes & Boone, MMA Lawyers Unveil Cooperation Agreement
* Orrick Nabs Top Appellate Atty From DOJ In Washington
* Venable Taps Bankruptcy Pro to Head New Delaware Office
* David Anderson Joins Wick Phillips' Commercial Litigation Team

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

11850 DEL PUEBLO: Receiver Keeps Control Until April Hearing
------------------------------------------------------------
The Bankruptcy Court has approved a third stipulation signed by
11850 Del Pueblo, LLC, and lender U.S. Bank National Association
regarding, which stipulation continues until April 9, 2013, at
3:00 p.m. the hearing to consider:

    (1) the lender's motion for order excusing the receiver from
        turning over estate property to the Debtor, as authorized
        under U.S.C. Section 543, authorizing the Receiver to use
        cash collateral on an interim basis and providing the
        lender adequate protection;

    (2) the Debtor's motion for order imposing and continuing the
        automatic stay; and

    (3) the Debtor's motion for order extending its plan
        exclusivity periods.

Pursuant to the stipulation, the receiver will continue to be
excused from compliance with the requirements of 11 U.S.C.
Sections 543(a), 543(b)(1) and 543(c) on an interim basis until
the April 9 hearing.  The receiver may continue to possess and
operate the property, including the rents and profits collected.

The receiver may use cash collateral pursuant to a budget to be
approved by Lender for payment of necessary, ordinary and
reasonable operating expenses.

U.S. Bank National Association, as Trustee, as successor in
interest to Bank of America, N.A., as Trustee, as successor by
merger to LaSalle Bank National Association, as Trustee for the
registered holders of Deutsche Mortgage & Asset Receiving
Corporation, CD 2006-CD3 Commercial Mortgage Pass-Through
certificantes is the current beneficiary under a deed of trust
that encumbers the Debtor's shopping center located in El Monte,
California.  The deed of trust secures a loan made to the Debtor.
As a result of certain defaults under the loan, Lender, among
other things, sought the appointment of a receiver for its
collateral in California state court.  The California state court
appointed the receiver on the lender's ex parte motion on May 1,
2012, and on May 22, 2012, confirmed the appointment following a
noticed hearing.

As set forth in their stipulations, the parties are exploring a
potential consensual resolution of their disputes which would
address the outstanding defaults and potentially result in a
negotiated resolution, including, among other things, a potential
consensual sale process of substantially all of the Debtor's
assets.

                      About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Law Offices of Levi Reuben Uku serves as counsel to the
Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726)
on Oct. 15.

Bankruptcy Judge Robert N. Kwan presides over the case.  The
Debtor is represented in the second case by Chukwudum N. Emenike,
Esq.; and the Law Offices of Levi Reuben Uku.


710 LONG RIDGE: Okayed for Interim Modifications to CBA
-------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that a
bankruptcy-court judge decided Monday that five HealthBridge
Management LLC skilled nursing facilities in Connecticut are
allowed to modify their union contracts until April 12, saving the
facilities $2.6 million during that time.

As reported in the Feb. 28, 2013 edition of the TCR, the five
Connecticut health care centers quickly filed a motion under 11
U.S.C. Sec. 1113(e) to implement interim modifications to the
facilities' collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU, which represents
about 800 of the 1,140 employees of the Debtors.

The CBAs expired March 2011 but remained in place pursuant to the
National Labor Relations Act.  The Debtors, however, told the
Court that, by continuing to operate under the terms of their
expired CBAs, they will collectively suffer losses exceeding
$1.3 million per month.

Pending negotiations, the Debtors asked the Court to approve
interim
modifications to the terms and conditions of employment for the
unionized employees that were in effect on June 16, 2012.

The interim modifications sought by the Debtors are the same terms
and conditions that have been in place for 432 non-union employees
since Oct. 31, 2011.

                       About 710 Long Ridge

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

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

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

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


ABITIBIBOWATER INC: Court Grants Cahaba's Summary Judgment Bid
--------------------------------------------------------------
The case CAHABA FORESTS, LLC v. HAY is before the U.S. District
Court, Middle District of Alabama, on two motions:

     (1) a Second Motion for Summary Judgment filed by Plaintiff,
Cahaba Forests, LLC and Third-Party Defendants, Hancock Natural
Resource Group, Inc., Hancock Timber Resource Group, Inc., Hancock
Forest Management, Inc., and John Hancock Timber Resource
Corporation, and

     (2) a Motion for Partial Summary Judgment filed by the
Defendants, Doris East Ragsdale, Lynda Marie East Rice Woodall,
Jimmy Ray East, Jennings Felix East, Jr., Donald L. Rush, Michael
D. Twilley, Janice Twilley Bryan, W. David Twilley, Carol Ann
Twilley Dewberry, James Floyd Caldwell, Josephine V. Caldwell,
Willie E. Caldwell, Betty Ann Hanson, Pamela Twilley Wellborn, and
Amelia D. Twilley.

Cahaba filed a Complaint for Declaratory Judgment on June 2, 2011,
asserting jurisdiction based on diversity of citizenship, federal
question, and supplemental jurisdiction. The Twilleys filed an
Answer, Counterclaim and Third-Party Complaint and an Amended
Counter-Claim and Third-Party Complaint.  The parties filed their
first round of cross Motions for Summary Judgment, which the court
considered only to the extent that the motions addressed the issue
of whether Bowater Alabama LLC's rejection in bankruptcy of the
Sublease and the Master Lease with the Twilleys operated to
terminate Cahaba's possessory rights in the property, and whether
Cahaba had standing to bring its suit.

On February 6, 2012, the court issued a Memorandum Opinion and
Order, which stated the court's findings that Cahaba had standing
to bring its suit and that Bowater's deemed rejection operated as
a breach of the Master Lease, but did not automatically terminate
it. The court found that the bankruptcy clause in the Master Lease
gave the Twilley family the right to terminate the lease in the
event of Bowater's filing for bankruptcy; however, the court left
open the questions of whether the Twilleys had expressly
terminated the lease and whether any actions by the Twilleys
operated as a termination or a waiver of the right to terminate.

On November 5, 2012, the parties filed their second summary
judgment motions addressing these issues, and on January 22, 2013,
the court heard oral argument on the motions. Cahaba and Hancock
move for summary judgment on Cahaba's Complaint and on the
Twilleys' Counter-Claims and Third-Party Claims. The Twilleys move
for summary judgment on Cahaba's Complaint.

On February 28, 2013, Senior District Judge W. Harold Albritton
ruled that Cahaba's and Hancock's Second Motion for Summary
Judgment is granted as to Cahaba's Complaint for Declaratory
Judgment.

The Court declared that:

   a. The Sublease of Cahaba Forests, Inc. is valid, enforceable,
      and in full force and effect, and Cahaba is bound by all
      obligations thereunder and under the Master Lease, and the
      Twilley family Defendants are entitled to receive the lease
      payments specified therein until and unless the Master Lease
      and the Sublease expire by their terms or are lawfully
      terminated by all 17 Twilley Defendants or all those who may
      succeed them in interest.

   b. The leasehold and timber rights in the land described in the
      Sublease are vested in Cahaba Forests, Inc. alone, and the
      Defendants have no estate, right, title or interest in the
      leasehold and timber rights unless and until the Master
      Lease and Sublease are lawfully terminated or expire by
      their terms.

The Court denied the Twilleys' Motion for Partial Summary
Judgment.

Judge Albritton held that Cahaba's and Hancock's Second Motion for
Summary Judgment is granted as to all Counter-Claims and Third-
Party Claims of the Twilleys, and those claims are dismissed with
prejudice.

A separate judgment will be entered in favor of Cahaba and Hancock
and against the Defendants, Judge Albritton said.

Costs are taxed against all Defendants except Mary George East Hay
and Nancy R. Scott.

The case before Judge Albritton is captioned CAHABA FORESTS, LLC,
Plaintiff, v. MARY GEORGE EAST HAY, DORIS EAST RAGSDALE, LYNDA
MARIE EAST RICE WOODALL, JIMMY RAY EAST, JENNINGS FELIX EAST, JR.,
DONALD L. RUSH (a/k/a DONALD LEE RUSH), NANCY R. SCOTT (a/k/a
NANCY D. RUSH, NANCY RUSH SCOTT), MICHAEL D. TWILLEY, JANICE
TWILLEY BRYAN, W. DAVID TWILLEY, CAROL ANN TWILLEY DEWBERRY, JAMES
FLOYD CALDWELL, JOSEPHINE V. CALDWELL (a/k/a JOSEPHINE CALDWELL
DAVIS), WILLIE E. CALDWELL, BETTY ANN HANSEN (a/k/a BETTY A.
DRIVERE), PAMELA TWILLEY WELLBORN, and AMELIA D. TWILLEY (a/k/a
AMELIA DAWN TWILLEY, AMELIA VOLTZ, AMELIA TWILLEY PASCHAL),
Defendants, v. HANCOCK NATURAL RESOURCE GROUP, INC., HANCOCK
TIMBER RESOURCE GROUP, INC., HANCOCK FOREST MANAGEMENT, INC., and
JOHN HANCOCK TIMBER RESOURCE CORPORATION, Third-Party Defendants,
Civil Action No. 3:11-cv-423-WHA, (M.D. Ala.)

A copy of the District Court's February 28, 2013 Memorandum
Opinion and Order is available at http://is.gd/Al1Np8from
Leagle.com.

                   About AbitibiBowater Inc.

Bowater Alabama LLC's parent company, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- owns or operates 18 pulp and
paper mills and 24 wood products facilities located in the United
States, Canada and South Korea.  Marketing its products in more
than 70 countries, AbitibiBowater is also among the largest
recyclers of old newspapers and magazines in North America, and
has third-party certified 100% of its managed woodlands to
sustainable forest management standards.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

The Company and several of its affiliates, including Bowater
Alabama, filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No.
09-11296).  The Company and its Canadian affiliates commenced
parallel restructuring proceedings under the Companies' Creditors
Arrangement Act before the Quebec Superior Court Commercial
Division the next day.  Alex F. Morrison at Ernst & Young, Inc.,
was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, served as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acted as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, served as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, served as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors were Advisory Services LP, and their noticing and claims
agent was Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel was Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in
New York, served as counsel to the Official Committee of Unsecured
Creditors.  Jamie L. Edmonson, Esq., GianClaudio Finizio, Esq.,
and Daniel A. O'Brien, Esq., at Bayard, P.A., in Wilmington,
Delaware, served as local counsel to the Creditors Committee.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represented the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handled the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's chapter 11 plan of reorganization on Nov. 22,
2010.  The Debtors also obtained approval of their reorganization
plan under the Canadian Companies' Creditors Arrangement Act.
AbitibiBowater emerged from bankruptcy on Dec. 9, 2010.


ABSOLUTE LIFE: Memorialized Understandings with Infinity Advanced
-----------------------------------------------------------------
Absolute Life Solutions, Inc., memorialized its understandings
regarding prior and future activities with Infinity Advanced
Technologies LTD, a company organized under the laws of the State
of Israel, which is developing applications for the Company's
augmented reality activities.

                         About Absolute Life

New York, N.Y.-based Absolute Life Solutions, Inc., is a specialty
financial services company engaged in the business of purchasing
life settlement contracts for long-term investment purposes.

Marcum LLP, in New York, N.Y., expressed substantial doubt about
Absolute Life's ability to continue as a going concern following
the Company's results for the fiscal year ended Aug. 31, 2011.
The independent auditors noted that the Company that the continued
existence of the Company is dependent upon its ability to generate
profit from its life settlement investments and to meet its
obligations as they become due.  "The demand for and selling
prices of the Company's products, may not be sufficient to meet
cash flow expectations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern."

The Company's balance sheet at Nov. 30, 2012, showed $10.4 million
in total assets, $10.6 million in total liabilities and a $125,000
total stockholders' deficit.


ACADIA HEALTHCARE: Moody's Rates $150MM Sr. Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 5, 83%) rating to
Acadia Healthcare Company, Inc.'s proposed offering of $150
million of senior unsecured notes due 2021. Moody's understands
that the proceeds of the offering will be used for general
corporate purposes and could be used for future acquisitions.
Moody's also affirmed Acadia's existing ratings, including its B1
Corporate Family Rating and B1-PD Probability of Default Rating.
The rating outlook is stable.

Following is a summary of Moody's rating actions.

Rating assigned:

Senior unsecured notes due 2021, B3 (LGD 5, 83%)

Ratings affirmed/LGD assessments revised:

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

12.875% senior notes due 2018, to B3 (LGD 5, 83%) from (LGD 5,
87%)

Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale:

Acadia's B1 Corporate Family Rating reflects Moody's expectation
of continued EBITDA and cash flow growth as the company integrates
facilities added in recent acquisitions. Moody's expects that the
company will continue to add scale and geographic diversity
through an active acquisition program. Moody's also anticipates
that the company will continue to fund growth through a
combination of debt, equity and available cash in order to limit
the negative impact on credit metrics. However, the rating also
incorporates Moody's belief that there is risk associated with the
company's aggressive acquisition strategy. Despite recent
acquisitions, scale remains modest when compared to other single B
rated corporate issuers in the healthcare sector. Finally, a
significant reliance on revenue from Medicaid patients could
pressure reimbursement as states continue to deal with budgetary
concerns and look for ways to cut spending.

If the company can sustainably reduce leverage below 4.0 times
through debt repayment or growth in EBITDA while balancing
expansion opportunities and acquisitions, Moody's could upgrade
the ratings.

If debt to EBITDA was expected to be sustained above 5.0 times,
either because of a more aggressive pursuit of growth, challenges
in the integration of facilities, adverse reimbursement
developments, or shareholder initiatives, Moody's could downgrade
the ratings.

The principal methodology used in this rating was the Global
Healthcare Service Providers 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.

Acadia is a provider of inpatient behavioral health care services
providing psychiatric and chemical dependency services to its
patients in a variety of settings, including inpatient psychiatric
hospitals, residential treatment centers, outpatient clinics and
therapeutic school-based programs. Pro forma for recently
completed acquisitions, the company would have recognized revenue
of approximately $562 million for the year ended December 30, 2012
after considering the provision for doubtful accounts.


ACADIA HEALTHCARE: S&P Affirms 'B' CCR & Rates $150MM Notes 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Franklin, Tenn,-based Acadia Healthcare Co. Inc.
following a series of transactions that increased debt levels to
fund its acquisitive growth strategy.  The outlook is positive.

At the same time, S&P assigned the company's new $150 million
unsecured notes due 2021 a 'CCC+' issue-level rating with a
recovery rating of '6', indicating its expectation for negligible
(0%-10%) recovery of principal in the event of a payment default.

S&P also revised its recovery rating on the company's $150 million
senior unsecured notes due 2018 to '6' (0%-10% recovery
expectation) from '5' (10%-30% recovery expectation).  S&P
subsequently lowered its issue-level rating on this debt to 'CCC+'
from 'B-' and removed the rating from CreditWatch, where it was
placed with negative implications on Dec. 5, 2012.  S&P revised
the recovery rating because of the increase in the company's
senior secured credit facility that now includes a $300 million
term loan and a $100 million revolver, which S&P do not rate.  The
company also has $23 million of industrial revenue bonds that S&P
do not rate.

The ratings on Acadia reflect its "weak" business risk and
"aggressive" financial risk profiles.  The weak business risk
profile incorporates the operating and integration challenges
Acadia faces due to its rapidly expanding business and its
exposure to uncertain third-party reimbursement.  The aggressive
financial risk profile reflects our expectation that acquisition-
related debt will likely keep leverage between 4x and 5x over the
next year.  Acadia acquires and develops in-patient behavioral
health care facilities that include acute in-patient psychiatric
facilities, residential treatment care, and other behavioral
health care operations.

"We expect Acadia to remain extremely acquisitive," said Standard
& Poor's credit analyst Tahira Wright.

Under new management, the company acquired Youth and Family
Centered Services (YFCS) and Pioneer Behavioral Health in a debt-
financed transaction in 2011.  The acquisition more than doubled
the company's revenue and earnings base, and raised its facility
bed count to 2,000 beds from 426.  Early 2013 and 2012
acquisitions added 1,143 beds, for a total of 3,400.  S&P expects
2012 and early 2013 acquisitions will contribute about
$288 million in annual revenues and EBITDA of about $60 million,
excluding any margin and bed expansion opportunities.


ACCENTIA BIOPHARMACEUTICALS: Incurs $7.4MM Loss in Dec. 31 Qtr.
---------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to common shareholders of
$7.37 million on $549,009 of total net sales for the three months
ended Dec. 31, 2012, as compared with net income attributable to
common shareholders of $1.23 million on $1.23 million of total net
sales for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.81 million
in total assets, $89.21 million in total liabilities, and a
$86.39 million total stockholders' deficit.

"If, as or when required, the Company is unable to repay,
refinance or restructure its indebtedness under the Company's
secured or unsecured debt instruments, or amend the covenants
contained therein, the lenders and/or holders under such secured
or unsecured debt instruments could elect to terminate their
commitments thereunder, cease making further loans and institute
foreclosure proceedings or other actions against the Company's
assets.  Under such circumstances, the Company could be forced
into bankruptcy or liquidation.  In addition, any event of default
or declaration of acceleration under one of the Company's debt
instruments could also result in an event of default under one or
more of the Company's other debt instruments.  The Company may
have to seek protection under the U.S. Bankruptcy Code from the
Matured Obligations, the Biovest Matured Obligations, and/or its
other debt instruments.  This would have a material adverse impact
on the Company's liquidity, financial position and results of
operations."

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

                        http://is.gd/Hc247t

                  About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc.
(PINK: "ABPI") -- http://www.Accentia.net/-- is a biotechnology
company that is developing Revimmune as a system of care for the
treatment of autoimmune diseases.  Through subsidiary, Biovest
International, Inc., it is developing BiovaxID as a therapeutic
cancer vaccine for treatment of follicular non-Hodgkin's lymphoma
(FL) and mantle cell lymphoma (MCL).  Through subsidiary,
Analytica International, Inc., it conducts a health economics
research and consulting business, which it market to the
pharmaceutical and biotechnology industries, using its operating
cash flow to support its corporate administration and product
development activities.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 08-17795) on
Nov. 10, 2008.  Accentia emerged from bankruptcy on Nov. 17, 2012,
after receiving confirmation of a reorganization plan on Nov. 2,
2010.

The Company incurred a net loss of $9.18 million for the year
ended Sept. 30, 2012, compared with a net loss of $15.65 million
during the prior year.


ADAM AIRCRAFT: Dist. Court Rules on Chapter 7 Trustee's Appeal
--------------------------------------------------------------
Jeffrey A. Weinman, the Chapter 7 trustee of Adam Aircraft
Industries, Inc., took an appeal from the Bankruptcy Court's final
orders entered on March 23, 2012 and May 30, 2012, in adversary
proceeding No. 09-1481.

The City of Pueblo and George F. Adam, Jr. jointly oppose the
Trustee's appeal.  Additionally, Pueblo and Mr. Adam filed a
Cross-Appeal of the Bankruptcy Court's final orders.

Judge Christine M. Arguello of the U.S. District Court for the
District of Colorado affirmed, in part, and reversed, in part,
the Orders and Judgments of the Bankruptcy Court.

Pursuant to the Bankruptcy Court's final orders, the Bankruptcy
Court determined that the value of the Pueblo Collateral was
$898,560.15.  The District Court affirmed this ruling.

The Bankruptcy Court also held that the Trustee is entitled to a
surcharge of $161,740.83 against the Pueblo Collateral.  The
District Court reversed this ruling.

Judge Arguello remanded the matter to the Bankruptcy Court to
calculate the surcharge award, if any.

The case before the District Court is JEFFREY A. WEINMAN, as
Chapter 7 Trustee, Appellant, v. CITY OF PUEBLO, Colorado, et al.,
Appellee, Civil Action No. 12-cv-01573-CMA.  A copy of the
District Court's February 28, 2013 Order is available at
http://is.gd/q1Q6HZfrom Leagle.com.

                    About Adam Aircraft

Denver, Colorado-based Adam Aircraft Inc., aka Adam Aircraft
Industries -- http://www.adamaircraft.com/-- designs and
manufactures advanced aircraft for civil and government markets.
The A500 twin-engine piston aircraft has been Type Certified by
the FAA, and the A700, which is currently undergoing flight test
and development.

The Debtor filed for Chapter 7 bankruptcy (Bankr. D. Colo. Case
No. 08-11751) on Feb. 15, 2008, after failing to secure fresh
financing.  The Debtor laid off 800 workers when it sought
bankruptcy protection.  The Debtor estimated its had less than
$10 million in assets and more than $50 million in debts at the
time of the filing.  Jeffrey A. Weinman serves as the Chapter 7
Trustee.


AFFINITY GAMING: Z Capital Pulls Offer, Sues Firm
-------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports that Z
Capital Partners Tuesday sued Affinity Gaming and its directors in
a bid to remove a "poison pill" following the failure of the
buyout firm's $14-per-share takeover bid for the Las Vegas-based
casino operator formerly known as Herbst Gaming.

                       About Affinity Gaming

Formerly known as Herbst Gaming, Affinity Gaming is a diversified
casino gaming company headquartered in Las Vegas, Nevada.  The
company's casino operations consist of 12 casinos in four states,
six of which are located in Nevada, three in Colorado, two in
Missouri and one in Iowa. Additionally, Affinity Gaming provides
consulting services under an agreement to support the operations
of the Rampart Casino at the J.W. Marriott Resort in Las Vegas.

Herbst Gaming filed for Chapter 11 protection (Bankr. D. Nev. Lead
Case No. 09-50752) on March 22, 2009.  Thomas H. Fell, Esq., and
Gerald M. Gordon, Esq., at Gordon Silver, represented the Debtors
in their restructuring effort.  The Bankruptcy Court issued an
order on Jan. 22, 2010, confirming the company's amended joint
plan of reorganization.  The plan became effective Feb. 5, 2010.
Herbst Gaming, the reorganized entity, changed its name to
Affinity Gaming LLC in May 2011.

                           *     *     *

Affinity Gaming's carries a B1 corporate family rating and stable
rating outlook from Moody's.


AHERN RENTALS: Parties Spar Over Rival Plan Disclosures
-------------------------------------------------------
Parties-in-interest are sparring over the disclosure statements
explaining the rival plans of reorganization proposed in the
Chapter 11 case of Ahern Rentals, Inc., in light of the impending
hearing on the approval of the disclosure statement, which is set
for March 8, 2013, at 10:00 a.m., before the U.S. Bankruptcy Court
for the District of Nevada.

Two Plans are competing for Court approval.  One Plan is proposed
by certain holders of the 9-1/4% senior secured lien notes due
2013, while the other Plan is proposed by the Debtor.

Under the Debtor's first amended Plan, all classes of claims,
except for convenience claims, will recover 100% of their allowed
claim amount.  Convenience Claims will receive cash in an amount
equal to 85% of the holder's allowed unsecured claim.  Holders of
equity interests will also receive 100% recovery.  The Debtor
maintains that its Plan provide better recoveries to creditors.
The Debtor also asserts that the Noteholder Plan may result in a
complete change in management and, thus, is subject to greater
execution risk, and is not confirmable because, among other
things, it improperly classifies claims, rests on artificially low
valuation and has other technical flaws.  A full-text copy of the
Disclosure Statement explaining the Debtor's First Amended Plan,
dated Feb. 25, 2013, is available for free at:

               http://bankrupt.com/misc/AHERNds1.pdf

The Official Committee of Unsecured Creditors also object to the
Disclosure Statement explaining the Noteholders' Plan because it
lacked adequate information on certain matters, including the
definition of "personal injury claims," the estimated amount of PI
Claims, the estimated amount of general unsecured claims, and the
timing of payments.  Don F. Ahern, DFA, LLC, and Xtreme
Manufacturing, LLC, also object to the same Disclosure Statement
complaining that it lacks details about the Noteholders' proposed
exit financing and their proposed $15 million in warrants.

                        About Ahern Rentals

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

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

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

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

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

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

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

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


AHERN RENTALS: Replaces CRG Partners with Deloitte
--------------------------------------------------
Ahern Rentals, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Nevada to employ Deloitte Financial
Advisory Services LLP, in lieu of CRG Partners Group LLP, as their
financial and restructuring advisor and as their interest rate
expert, nunc pro tunc to April 27, 2012.

The Debtor previously engaged CRG as its financial and
restructuring advisor pursuant to an engagement agreement dated
December 12, 2011.  Thereafter, substantially all of CRG's assets,
including CRG's interests in certain of CRG's bankruptcy and
reorganization consulting engagement letters, inclusive of the CRG
Engagement Agreement, were acquired by Deloitte FAS on April 27,
2012.  Given the acquisition, the Debtor desires to employ
Deloitte FAS as a financial and restructuring advisor to replace
CRG.  The Debtor also desires to expand the scope of Deloitte
FAS's employment to include interest rate expert services.

For the period prior to April 27, 2012, CRG filed appropriate fee
statements as required by the Court with respect to the fees and
expenses incurred by CRG and received approval and payment.  No
fees or expenses were incurred subsequent to April 27, 2012, the
Debtor said.

Deloitte FAS will be paid hourly rates currently ranging from $325
to $675, and will be reimbursed of any necessary out-of-pocket
expenses.

Deloitte FAS assures the Court that it 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 or
their estates.

                        About Ahern Rentals

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

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

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

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

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

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

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

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


ALABAMA AIRCRAFT: 3rd Circuit Nixes Boeing's Appeal of Sale
-----------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the Third Circuit
on Tuesday shot down Boeing Co.'s appeal of a bankruptcy sale that
divided the potential winnings from a contract suit against the
aerospace giant between debtor Alabama Aircraft Industries Inc.
and the company that purchased its assets.

The report related that in a short, nonprecedential opinion, the
appeals court found that Boeing's effort to unwind the parts of
the deal concerning the litigation "would inevitably undermine the
validity of the sale."

The appeal stems from a Delaware bankruptcy judge's 2011 approval
of a Kaiser Group Holdings Inc. unit's purchase of the assets.

                      About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provided aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, as well as its corporate
office, is located at the Birmingham International Airport.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed: Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations.  The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, served as counsel to
the Debtors.  Alabama Aircraft estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

The Debtor won Court authority at the end of August 2011 to sell
its assets to a unit of Kaiser Group Holdings Inc. for $500,000
and up to $30 million in recoveries from potential litigation.

The Chapter 11 case was later converted to liquidation under
Chapter 7.


ALLIED SYSTEMS: Court Approves $2-Mil. Increase in DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation signed by Allied Systems Holdings, Inc., et al., with
the Official Committee of Unsecured Creditors, and Yucaipa
American Alliance Fund II, LLC, as agent and Yucaipa Leveraged
Finance, LLC and CB Investments, LLC as DIP lenders that, among
other things, increased the DIP financing available to the Debtors
by $2 million.

The stipulation, as revised, provided for, among other things:

   1. The challenge period termination date was extended with
      respect to all applicable challenge actions brought by the
      Creditors Committee to Feb. 4, 2013;

   2. Yucaipa consents to the standing of the Committee to bring a
      challenge action or affirmative claim on behalf of the
      Debtors' estates.

   3. Yucaipa agrees to increase the amount of postpetition
      delayed draw term loans available to the Debtors under the
      DIP Financing agreement and the DIP Order from $20,000,000
      to $22,000,000.

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

Creditors who signed the involuntary Chapter 11 petition opposed
the stipulation, saying that it is in contravention of the Court's
directive and provides no benefit to the Debtors or their estates.

The Creditors Committee disagreed, saying that stipulation
provides "clear and obvious benefits" to the Debtors and their
creditors.  The creditors group said that through the stipulation,
the Committee has secured the important advantage of additional
DIP financing that results in the security of increased and
appropriate liquidity for the Debtors in the coming months.

                       About Allied Systems

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

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

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

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

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

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

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

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


ALLY FINANCIAL: Files Form 10-K, Posts $1.2BB Net Income in 2012
----------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$1.19 billion on $7.46 billion of total financing revenue and
other interest income for the year ended Dec. 31, 2012, as
compared with a net loss of $157 million on $7.06 billion of total
financing revenue and other interest income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$182.34 billion in total assets, $162.44 billion in total
liabilities, and $19.89 billion in total equity.

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

                        http://is.gd/jzLzg4

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

                           *     *     *

As reported by the TCR on Feb. 27, 2013, Moody's Investors Service
confirmed the B1 corporate family and senior unsecured ratings of
Ally Financial, Inc. and supported subsidiaries and assigned a
positive rating outlook.

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.  In the Feb. 13, 2013,
edition of the TCR, Fitch Ratings has maintained the Rating Watch
Negative on Ally
Financial Inc. including the Long-term IDR 'BB-'.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the
ratings of Ally and certain related subsidiaries, including its
Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


AMBAC FINANCIAL: Seeks to Block Board Member Accused of Cronyism
----------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that bond
insurer Ambac Financial Group Inc. on Monday asked a New York
bankruptcy judge to bar investment strategist Charles Lemonides
from joining the company's board of directors, alleging he pushed
for an unqualified friend to become the company's chief investment
officer.

The report related that under Ambac's reorganization plan,
approved in March 2012, a new board of directors was proposed that
included Lemonides.  Ambac alleges Lemonides began a campaign to
install an unnamed friend as CIO when the company exits Chapter
11, the report further related.

                      About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Plan Modification Approval Sought
--------------------------------------------------
BankruptcyData reported that Ambac Financial Group filed with the
U.S. Bankruptcy Court a motion for an order (I) approving a
modification of the Debtor's confirmed Fifth Amended Plan Of
Reorganization, (II) barring Charles Lemonides from serving as a
board member of the reorganized Debtor and (III) directing the
statutory committee of creditors to appoint a new board nominee.
Ambac alleges misconduct of the part Lemonides in connection with
the recommendation of one of his personal friends for the position
of the Debtor's chief investment officer.

                      About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN AIRLINES: Weil Charges $2.9MM for January Bankruptcy Work
------------------------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports that
attorneys at Weil, Gotshal & Manges LLP are charging AMR Corp.
$2.9 million for the month of January, weeks before the parent of
American Airlines announced its plans to merge with US Airways
Group Inc.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Modifying Republic Airways Agreement
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., parent of American Airlines Inc., is
modifying the agreement for Republic Airways Holdings Inc. to fly
regional jets.

The report recounts that in January AMR announced an agreement
where Indianapolis-based Republic would fly 53 regional jet
aircraft under the American Eagle banner.  Unions objected because
their members won't operate the aircraft.

AMR, according to the report, announced on March 1 that it is
modifying the agreement by removing six used jets from the fleet
to be operated by Republic.  As a result, the agreement now calls
for Republic to fly 46 aircraft, all new.  The revised agreement,
scheduled for approval at a March 12 hearing, will avoid costs of
reconfiguring the used aircraft and give AMR more fuel efficiency.

The report notes that bondholders failed to post a $100 million
appeal bond, thus in theory allowing AMR to proceed with a $1.5
billion aircraft refinancing.  Bankruptcy Judge Sean H. Lane would
have allowed bondholders to hold up AMR's planned aircraft
refinancing had they posted the appeal bond.  No bond was filed by
the March 1 deadline.

AMR intends to take down a new $1.5 billion loan by paying off
$1.32 billion in existing aircraft debt and using the aircraft to
secure the new loan.  Bondholders appealed because Judge Lane
ruled in January that the existing loan could be repaid without
giving bondholders a so-called make-whole premium that would have
been due outside bankruptcy.

AMR, the bondholders and Judge Lane all want an expedited appeal
directly to the U.S. Court of Appeals in Manhattan.  It remains to
be seen if AMR can complete the refinancing while the appeal is
outstanding, even in the absence of a stay pending appeal.

Mr. Rochelle notes that the bondholders have the option of seeking
a stay pending appeal from a higher court or betting that AMR will
be unable to complete the refinancing given the outstanding
appeal.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Fitch Assigns 'B' Rating on Class B Certs.
-------------------------------------------------------------
Fitch Ratings assigns the following ratings to American Airlines
Inc.'s (AA, rated 'D') proposed Pass Through Trusts Series 2013-1:

-- $506.7 million Class A certificates (A-tranche) with an
    expected maturity of July 2025 'BBB+';

-- $156.6 million Class B certificates (B-tranche) with an
    expected maturity of January 2021 'B'.

The final legal maturities are scheduled to be 18 months after the
expected maturities.

Fitch has also placed both the AA 13-1 Class A and Class B
certificates on Rating Watch Positive reflecting Fitch's
expectation that both tranches will likely be upgraded once AA
exits from Chapter 11 and completes its proposed merger with US
Airways (LCC, rated 'B-'; Rating Watch Positive).

The proceeds of the certificates will be used to acquire the class
A and class B equipment notes (notes), i.e. the aircraft mortgage
obligation issued by AA. AA may subsequently offer additional
subordinated class C certificates at a future date, as per the
transaction documents.

TRANSACTION OVERVIEW

As part of its reorganization plan, AA intends to finance 13
aircraft through the proposed 2013-1 EETC transaction, making it
the first EETC issued while an airline is operating under Chapter
11 court supervision. Accordingly, the new Equipment Notes (and
thereby the certificates) will qualify as 'post-petition' secured
DIP financing as per the court-approved DIP order, and thereby
grant creditors stronger downside protection while AA is still in
Chapter 11. These stronger provisions are not incorporated in
Fitch's ratings, as they 'fall-away' upon emergence when the
contractual terms revert to standard EETC documentation, which
forms the basis of Fitch's ratings analysis.

The collateral package comprised predominantly of Tier 1 (93% of
collateral value) and Tier 2 aircraft, includes the following
fleet types, all of which are core to AA's fleet on a standalone
basis, and which Fitch expects continue to be when combined with
LCC:

-- Four Tier 1 777-300ERs (2013 deliveries) representing 73% of
    initial collateral value;

-- Eight Tier 1 737-800s (7 2000 vintage; 1 2001 vintage)
    representing 20% of initial collateral value;

-- One Tier 2 777-200ER (2000 vintage) representing 7% of initial
    collateral value;

PREFUNDING CONSIDERATIONS: AA 13-1 will follow a standard
prefunding structure with proceeds from the transaction initially
held in escrow with a designated depository, Natixis (rated
'A+/F1+'/Negative) and withdrawn from time to time to acquire
Equipment Notes, i.e., the underlying aircraft mortgage obligation
issued by AA, as collateral aircraft become available. The
aircraft being refinanced (8 737-800s, and 1 777-200ER) are
currently unencumbered or pledged to various private loans, and
become available when the existing mortgages mature between March
- July 2013, while the new aircraft (4 777-300ERs) are available
upon delivery scheduled between April - July 2013. Once issued,
these Equipment Notes will be the primary assets of the AA 13-1
Pass-through Trusts.

POST-PETITION STATUS: Under the proposed AA 2013-1 EETC
transaction, AA will re-execute new Equipment Notes (in the form
of mortgage) underlying the new certificates to be issued by a
newly formed trust while AA is under court supervision.
Consequently, the new Equipment Notes (and thereby the
certificates) will qualify as 'post-petition' secured DIP
financing as per the court-approved DIP order. Creditors in the AA
13-1 EETC will not only continue to hold a first priority claim to
the pledged assets but also continue to have their debt-service
payments qualify as an 'administrative expense' similar to holders
of the existing EETCs that have been affirmed and therefore, also
been elevated to an administrative expense status.

However, unlike existing or pre-petition EETC holders, creditors
in this new, post-petition AA 13-1 EETC have better downside
protection during the course of this Chapter 11, as any future
event of default (such as a liquidation of AA) on the new notes
would permit creditors to exercise remedies (such as enforce
security by repossessing/selling collateral) during the bankruptcy
period itself without having to wait the customary 60 days that
apply under Section 1110. This five day notice window is
purportedly shorter than usually seen in standard DIP financing
documents and is thus, subject to court approval to ensure
protection against future challenges to stay this remedy. It
should be noted though that several of these stronger provisions
(such as an additional triggers/events of default that apply
during duration of the bankruptcy) 'fall-away' upon emergence when
the contractual terms revert to that of a standard EETC
documentation.

STANDARD EETC STRUCTURAL ENHANCEMENTS (UPON EMERGENCE): Once AA
emerges from Chapter 11 (expected later this year), Section 1110
and the standard features of the EETC template will govern the
certificates. Similar to other recent EETCs, AA 13-1 includes a
dedicated liquidity facility provided by Natixis for both Class A
and B certificate holders that guarantees three consecutive
interest payments over a period of 18 months in a potential
default scenario. AA 13-1 also includes the customary cross-
collateralization and cross-default features that treat all
aircraft as one as one pool of assets and limit AA's ability to
cherry-pick assets within a EETC in a future bankruptcy.

RATING RATIONALE

The ratings for Class B certificates for AA 13-1 reflect
exceptions to Fitch's EETC criteria which did not anticipate this
type of DIP-type aircraft financing when written, as AA 13-1 marks
the first time an airline has launched a EETC while operating
under court supervision. Ratings are also constrained by AA's
current 'D' designation and do not incorporate the transaction's
post-petition status but rather rely on the standard EETC
enhancements that govern the certificates upon emergence. Fitch's
ratings also do not incorporate AA's standalone credit quality,
nor does it reflect the improved credit quality of the carrier
after it merges with LCC as planned.

A-TRANCHE: The 'BBB+' rating for the senior 'Class A certificates'
is assigned per Fitch's EETC methodology which prescribes a 'top-
down' analysis for the senior tranche ratings that focuses
primarily on the collateral, the structure's ability to withstand
severe stresses, and legal (Section 1110) and structural (cross-
default and cross-collateralization) with a secondary dependence
on the airline issuer default rating (IDR). Although the AA 13-1
A-tranche comfortably passes Fitch's A ratings category stresses
(with max stress LTV of 95%), Fitch has assigned 'BBB+' reflecting
max stress LTV of 89% based on the general uncertainty typically
associated with Chapter 11 reorganization.

That said, AA has completed the Section 1110 bankruptcy process
which removes most of the uncertainty with regards to the
company's fleet planning on standalone basis. AA's pending merger
with LCC is not expected to affect the collateral in this
transaction, as the 777-300ERs, which represent 73% of collateral
value over the next six years and 100% thereafter, are expected to
play a vital role in the combined entity's international fleet.
Importantly LCC's current fleet does not have any widebodies of
this size (LCC is predominantly a domestic carrier) and its first
A350-800/900 (a smaller widebody and hence not comparable) does
not arrive until 2017. Fitch expects that the AA 13-1 Class A
certificates will likely be upgraded upon AA's emergence from
Chapter 11, which is the rationale for the Rating Watch Positive.

B-TRANCHE: The 'B' rating for the subordinate 'Class B
certificates' is assigned by notching up from AA's current IDR
designation of 'D' based on the high post-emergence Affirmation
Factor, as per Fitch's EETC criteria but also incorporates the
strong collateral package and post-emergence structure (as
described above) and the initial LTV (72% as per prospectus, 76%
as per Fitch estimates). However, the six-notch uplift from the
IDR to 'B' also reflects an exception to Fitch's criteria which
currently prescribes a maximum of four notches from the airline's
IDR, which in this case would be 'CCC'. Fitch believes that a 'B'
rating is more appropriate given the inherent credit quality of
the Class B certificates based on both the strength of the
underlying collateral, AA's better than expected operating profile
during Chapter 11, and the fact that the aircraft have been
affirmed.

The rating on the Class B certificates also does not reflect AA's
much improved credit profile once it completes its merger with
LCC. The proposed merger, which requires approval of the
bankruptcy court (hearing scheduled for March 27) and the
Department of Justice, is not expected to close until third
quarter 2013. Fitch will monitor the progress as more information
becomes available, but the full rating review will focus on the
combined capital structure, a more detailed analysis of proposed
synergies (equivalent to 2.7% of pro forma combined revenues), and
the competitive positioning of the new airline relative to peers.
The current terms of the merger suggest a high potential for full
recovery for AA unsecured creditors, as holders of existing AA
equity interests are expected to receive a 3.5% ownership stake of
the combined company. This type of recovery potential is unusual
in Chapter 11, and unprecedented in airline restructurings.

KEY RATING DRIVERS:

AIRCRAFT COLLATERAL

The collateral pool initially consists of 13 aircraft, all (except
for the 777-200ER) classified as Fitch Tier 1, with a weighted
average age of 3.0 years including four new 777-300ERs with
expected deliveries from April through July of 2013 and nine
vintage aircraft (one 777-200ER and eight 737-800s) that AA
currently owns. The vintage aircraft drop out of the collateral
pool over the life of the transaction - the lone 777-200ER in 2021
and the 737-800s in 2019 - thereby reducing the average age and
improving the overall collateral quality over time. The tail risk
of this transaction is supported by the youngest and highest
quality aircraft type, i.e. the 777-300ER.

777-300ER (73% of initial collateral pool value): The 777-300ER,
classified as solid Tier 1 collateral, is making its debut in a
EETC transaction. Launched in 2004 by Air France the 777-300ER has
replaced the larger, less efficient 747-200s with much better
operating economics. With a single engine type (GE), the 777-300ER
is the best-selling widebody aircraft of its size (365 seats in a
typical three-cabin configuration) with a global fleet of 360
aircraft operated by 28 carriers around the world. The backlog
remains solid with 271 units and with no aircraft currently
parked.

The average age of the global fleet is only 3.5 years, making it a
relatively young fleet type. The 777-300ER currently has no direct
competition; Airbus ended the A340 program in 2011, the current
A330 variants are smaller with less range, and the pending A350-
1000 is not expected to be launched for another few years (2017
earliest assuming no production delays). At some point later in
the decade, the 777-300ER will likely be supplanted by a 777-X,
but Boeing has yet to announce such a program.

Historically, widebody aircraft values have been more volatile
than narrowbody in aviation downturns. This is a concern for the
777-300ER, but it is largely mitigated by the current state of the
widebody market in general, which appears to be more favorable
than narrowbody aircraft, and the limited supply of the 777-300ER
specifically. High transition and freighter conversions cost are
also long-term concerns which could pressure residual values.
However, Fitch expects demand for this aircraft type, underpinned
by lucrative international routes, to remain strong over the next
decade supporting secondary market values. Even in a distressed
scenario, Fitch expects the 777-300ER values to fare better than
other widebody aircraft, as evidenced in its resilience during the
credit crisis. Accordingly, Fitch applies the middle of the Tier 1
stress range for the 777-300ERs in this deal.

737-800s (20% of initial collateral pool value): Fitch views the
737-800s as one of the most popular narrowbody aircraft currently
in operation and classifies it as top quality Tier 1 aircraft due
to its market depth and desirability among 141 global operators.
The 737-800s in AA 2013-1 enter the deal at an advanced age (12-13
years) and quickly migrate to Tier 2 starting in 2015. At that
point, Fitch's base analysis starts applying faster depreciation
rates, while its stress analysis also haircuts the collateral
value by higher, Tier 2 stresses until these aircraft drop out of
the collateral pool in 2019.

777-200ER (7% of initial collateral pool value): The lone, vintage
777-200ER in this portfolio is initially classified as high
quality Tier 2 collateral due to its advanced age as it enters the
transaction, and migrates to Tier 3 within four years.
Accordingly, Fitch applies the low-end of the stress ranges for
the respective tiers which Fitch considers appropriate for this
fleet type. Despite longer term concerns of being supplanted by
the more economical and longer range 787-9 (initial launch
expected in 2014) Fitch believes that demand for the 777-200ER
will remain healthy over the next decade supported by second and
third users around the globe. Furthermore, as mentioned above, the
relative strength of the widebody market in general, and the
limited number of 777-200ER (only one aircraft currently stored)
available should support secondary market values for this
aircraft.

COLLATERAL APPRAISAL: Total appraised value for all aircraft in
the portfolio is $921 million as per the prospectus (lesser of the
average and median values provided by three independent
appraisers), which is approximately 6% higher than the values used
in Fitch's analysis from an independent third party appraiser not
included in the transaction documents.

COLLATERAL COVERAGE (LTV - BASE CASE): Fitch estimates the initial
LTV at 58.7% for the A-tranche and 76.9% for the B-tranche.
Initial LTV's cited are calculated as of the first distribution
date after all aircraft have been delivered. Fitch's base LTVs are
higher than the prospectus LTVs of 54.8% and 71.7% for the A and B
tranches, respectively reflecting its more conservative valuation
for the aircraft portfolio. Neither Fitch's base LTV nor the
prospectus base values assume any draw on the liquidity facility.

Fitch also calculates Base LTVs through the life of the
transaction using conservative depreciation assumptions (a blended
rate of 5%-7% through the life of the transaction vs. 3%-5% in the
offering memorandum) creating a steeper depreciation curve than
what is provided in the prospectus. Fitch estimates Base LTV's
rise slightly through the first several years of the transaction
primarily due to our higher depreciation rates for the vintage
737-800s and the 777-200ER, but are expected to gradually decline
after the older aircraft drop out of the transaction starting in
2019.

COLLATERAL COVERAGE (LTV - STRESS CASE, RATIONALE FOR A-TRANCHE
RATINGS): Fitch's stress case simulates a severe downside scenario
which assumes aircraft rejection during a downturn in a potential
bankruptcy scenario. Fitch puts the aircraft collateral and
structure through different ratings stress scenarios based on
Fitch's aircraft Tier classification, and recalculates collateral
coverage after applying these stresses to determine the highest
rating category where the senior A-tranche LTV does not exceed
100%, as per Fitch's EETC criteria. This downside case reflecting
a severe global aviation downturn is what drives Fitch's senior
tranche rating methodology.

Accordingly, in its stress case, Fitch assumes:

-- A full liquidity draw that adds 6.5% LTV as the senior most
    claim;

-- 5% repossession and remarketing costs;

-- The application of various stresses (according to aircraft
    tier classification as described above) to the aircraft
    collateral to determine the highest rating category where the
    senior A-tranche LTV does not exceed 100%.

Fitch's stress scenario identifies rating for the A-tranche in the
'A' rating category where max LTV is 95%, reflecting the
structure's ability to withstand severe stresses (20%-25%) and
suggesting par recovery for senior tranche holders with
significant headroom. However, since the rating does not
incorporate the post-petition status of the underlying equipment
notes, but rather the general uncertainty around Chapter 11, Fitch
considers 'BBB+' rating to be more appropriate. The max LTV for
the A-tranche is 89% for BBB-category stresses in the 15-20%
range.

THE (POST-EMERGENCE) AFFIRMATION FACTOR

The Affirmation Factor, i.e., Fitch's assessment of the likelihood
of an airline affirming its aircraft obligations in a potential
default, does not currently apply to AA 13-1 as all aircraft in
this transaction have not just been affirmed, but the underlying
mortgages qualify as post-petition debt. Nonetheless, Fitch's
ratings analysis takes into consideration the post-emergence
Affirmation Factor, i.e. the likelihood of AA affirming its
aircraft obligations in this deal in a potential future bankruptcy
scenario, based on the strategic importance of the aircraft in
this deal, and structural provisions.

Despite the smaller size of the collateral pool (13 aircraft, or
equivalent to 2% of AA's standalone fleet) the post-emergence
Affirmation Factor of AA 13-1 is considered to be high due to the
inclusion of the 777-300ER, AA's new flagship aircraft. The high
capacity and long range capabilities of this plane make it ideal
to serve slot constrained airports such as Heathrow, JFK, and
Tokyo Narita. AA views this aircraft's ability to add incremental
capacity into these constrained markets as a key advantage.

Furthermore, AA has made significant investments in its 777-
300ERs. Both First and Business Class cabins will feature fully
lie-flat seats with aisle access from every seat, and a walk-up
bar, the first for an American carrier. The main cabin seating
also offers slightly more legroom and features AC and USB power
outlets at every seat, with personal in-seat HD entertainment with
a wide array of movie, audio and entertainment selections. The
777-300ER also has international Wi-Fi capability, and unique mood
lighting to enhance the on-board experience. These features will
help distinguish AA's premium and international product offering
relative to peers. Notably, AA is the only U.S. carrier to fly the
777-300ER.

The 777-300ERs are expected to represent approximately 10% of AA's
standalone widebody fleet over the next few years and importantly
the only +300 seat aircraft in its widebody line-up. Fitch expects
the 777-300ERs to remain core to AA's fleet even when combined
with LCC once the proposed merger closes. As a predominantly
domestic carrier, LCC's international and widebody fleet is
limited and currently does not have an aircraft of this size, and
its first A350, which is smaller widebody aircraft, does not
arrive until 2017. On a combined basis, Fitch estimates the 777-
300ER will constitute approximately 8% of the combined entity's
fleet. The standard cross provisions (which limits AA's ability
'cherry-pick' assets in a future bankruptcy) and low coupons
expected for the transaction also strengthens the Affirmation
Factor for this deal.

Unlike prior mergers which were predicated on significant capacity
cuts, the proposed LCC-AMR combination currently does not
contemplate any significant downsizing of network capacity.
Although Fitch could see some parts of the network restructured
overall capacity for the combined entity (and the industry) is not
expected to be materially lower, mitigating the risk of major
fleet rationalization. However, the combined entity may look to
simplify certain fleet types, most likely in the narrow-body side.
For example, the inclusion of LCC's A320 fleet may accelerate the
retirement of AA's MD-80 fleet which would constitute
approximately 18% of the combined narrowbody fleet.

RATING SENSITIVITIES:

The Rating Watch Positive on the AA 13-1 Class A and Class B
certificates reflects Fitch's expectation that both tranches will
likely be upgraded once AA exits from Chapter 11 and completes its
proposed merger with LCC.

Fitch has assigned these ratings:

American Airlines Pass Through Trusts 2013-1
-- Series 2013-1 class A certificates 'BBB+';
-- Series 2013-1 class B certificates 'B'.


AMPAL-AMERICAN: Clal Insurance Owns 6% Class A Shares at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Clal Insurance Enterprises Holdings Ltd.
and its affiliates disclosed that, as of Dec. 31, 2012, they
beneficially own 170,435 shares of Class A common stock of
Ampal-American Israel Corporation representing 6.1% of the shares
outstanding.  A copy of the filing is available for free at:

                         http://is.gd/MOK8r6

                        About Ampal-American

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

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

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

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


ATLANTIC COAST: Bhanu Choudhrie Owns 4% Equity Stake at Feb. 13
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Bhanu Choudhrie and his affiliates disclosed that, as
of Feb. 13, 2013, they beneficially own 120,000 shares of common
stock of Atlantic Coast Financial Corporation representing 4.56%
of the shares outstanding.  A copy of the filing is available at:

                        http://is.gd/tCMNsp

                        About Atlantic Coast

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

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

                      Consent Order With OCC

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

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


AVANTAIR INC: Pilots Certify SMART as Representative
----------------------------------------------------
The National Mediation Board conducted an election to determine
whether a group of pilots employed by Avantair, Inc., should be
represented by the International Association of Sheet Metal, Air,
Rail and Transportation Workers ("SMART") for purposes of the
Railway Labor Act.

Prior to this election, the Pilots were not represented by any
labor union, employee association, organization with bargaining
rights, or similar organization.  Following the election, the
Board concluded that a sufficient number of Pilots had voted in
favor of certifying SMART as their representative under the RLA
and, as such, SMART has been duly designated and authorized to
represent the Pilots for purposes of the RLA.

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Dec. 31, 2012, showed $81.56
million in total assets, $120.25 million in total liabilities,
$14.84 million in series A convertible preferred stock, and a
$53.53 million total stockholders' deficit.


BAKERS FOOTWEAR: Sells Remaining Assets for $2.45 Million
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the intangible assets of a defunct retailer aren't
worth a great deal, as Bakers Footwear Group Inc. demonstrated
last week.

The report recounts that Bakers, unable to reorganize, liquidated
store inventory in going-out-of-business sales early this year at
the remaining locations.  The trustee who was appointed when the
case was converted to liquidation in Chapter 7 held an auction
last week for the intellectual property and leases.

Zigi USA Inc. was authorized last week by the bankruptcy judge in
St. Louis to pay $2.45 million for the remaining assets including
trademarks, domain names, fixtures and leases for 26 stores.
There were no competing bids.

Bakers' attempt at Chapter 11 reorganization was converted on
Jan. 18 to liquidation in Chapter 7.  Bakers ran GOB sales in
150 stores in November.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, disclosing $41.9
million in assets and $59.5 million in liabilities.  Bakers
operated 215 stores as of the Chapter 11 filing. In November 2012,
the U.S. Bankruptcy Court in St. Louis authorized the company to
hire a joint venture between SB Capital Group LLC and Tiger
Capital Group LLC as agents to conduct closing sales for 150
stores.

Bakers' attempt at Chapter 11 reorganization was converted on
Jan. 18, 2013, to a liquidation in Chapter 7, where a Chapter 7
trustee was appointed.

Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BOYD GAMING: S&P Lowers Rating on Senior Notes to 'CCC+'
--------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Las Vegas-based casino operator Boyd Gaming Corp.'s 9% senior
notes due 2020 and 9.125% senior notes due 2018 to '6', indicating
S&P's expectation for negligible (0% to 10%) recovery for
noteholders in the event of a payment default, from '4' (30% to
50% recovery expectation).  S&P subsequently lowered its issue-
level ratings on this debt to 'CCC+' from 'B'.  The recovery
rating revision followed the company's announcement that it sold
the Echelon site on the Las Vegas Strip to the Genting Group for
$350 million in cash.  S&P's previous recovery analysis for Boyd
included $261 million in collateral value from the Echelon site.
The Echelon sale reduced the value available to the company's
senior notes sufficiently enough to warrant the lower recovery
rating.

The sale included both the 87-acre land parcel as well as all
improvements to the site.  Proceeds of $187 million will be paid
to a third party to fulfill Boyd's obligations to LVE Energy
Partners LLC, the company with which Boyd had an energy sales
agreement for Echelon Resorts LLC.  Following this payment and
other closing costs, Boyd Gaming expects to receive approximately
$157 million in net proceeds from the transaction.  S&P expects
Boyd to utilize the proceeds from the transaction to repay debt.

All other ratings, including the 'B' corporate credit rating,
remain unchanged.

The corporate credit rating on Boyd reflects S&P's assessment of
the company's financial risk profile as "highly leveraged" and its
business risk profile as "fair," according to S&P's rating
criteria.

S&P's corporate credit rating also reflects a consolidated view of
the combined Boyd and Peninsula portfolio of properties, despite
the fact that different assets secure different pieces of the
capital structure.

"We believe Peninsula is integral to Boyd's current identity and
future strategy, as it operates in the same line of business, and
represents a source of cash flow diversification away from Las
Vegas, a key focus of the company," said Standard & Poor's credit
analyst Melissa Long.

Given S&P's perception of the strategic relationships that will
exist between these entities and common management following the
acquisition, S&P expects management to make decisions regarding
operating and financial strategies with a view toward the
collective group of companies.  S&P believes that if a payment
default were to occur at either Boyd or Peninsula, management
would most likely consider alternatives regarding the capital
structure of the consolidated group, which could include a
comprehensive restructuring or a bankruptcy filing.  However, in
notching S&P's issue-level ratings from the corporate credit
rating, it recognizes the distinct financing structures and
associated collateral.


BROADVIEW NETWORKS: MCG Investment Down to $1 Million
-----------------------------------------------------
MCG Capital Corporation on March 5 disclosed that in August 2012,
Broadview Networks Holdings, Inc. filed a voluntary pre-packaged
chapter 11 plan of reorganization which was approved by the U.S.
Bankruptcy Court and became effective in November 2012.  Under the
plan, Broadview's existing noteholders exchanged their notes for
new Broadview common stock representing 97.5% of the common stock
of the reorganized company and $150 million in principal amount of
new 10 1/2 % senior secured notes due in July 2017, and existing
stockholders, including MCG, each received a pro rata share of the
remaining 2.5% of the common stock of the reorganized company and
two tranches of eight-year warrants with exercise prices set at
equity values that imply full recovery for existing noteholders.

As of December 31, 2012, MCG's fair value estimate of its
investment in Broadview of $1.0 million reflects its reduced
ownership resulting from this restructuring and the performance of
the company.

The disclosure was made in MCG Capital's earnings release for the
fourth quarter and year ended December 31, 2012,
a copy of which is available for free at http://is.gd/VayPS3

                     About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Broadview Networks and 27 affiliates on Aug. 22, 2012, sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-13579)
with a plan that will eliminate half of the debt under the
Company's existing senior secured notes and lower interest expense
by roughly $17 million annually.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.  Bingham
McCutchen LLP is the special regulatory counsel.  Kurtzman Carson
Consultants is the claims and notice agent.

The restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.

                           *     *      *

As reported by the TCR on Aug. 27, 2012, Moody's Investors Service
downgraded Broadview Networks Holdings, Inc.'s Probability of
Default Rating (PDR) to D from Ca following the company's
announcement that it had reached an agreement on a comprehensive
restructuring plan with the requisite senior secured note holders
and preferred stock holders and has filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.


BROADWAY FINANCIAL: Edward Wedbush Holds 7% Stake at Dec. 31
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Edward W. Wedbush and his affiliates disclosed that,
as of Dec. 31, 2012, they beneficially own 129,332 shares of
common stock of Broadway Financial Corporation representing 7% of
the shares outstanding.  A copy of the filing is available at:

                        http://is.gd/UwKL6g

                     About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

The Company has a tax sharing liability to the Bank which exceeds
operating cash at the Company level.  The Company used its cash
available at the holding company level to pay a substantial
portion of this liability pursuant to the terms of the Tax
Allocation Agreement between the Bank and the Company on March 30,
2012, and does not have cash available to pay its operating
expenses.  Additionally, the Company is in default under the terms
of a $5 million line of credit with another financial institution
lender.

Crowe Horwath LLP, in Costa Mesa, California, expressed
substantial doubt about the Company's ability to continue as a
going concern following the annual results for the year ended
Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$384.28 million in total assets, $365.24 million in total
liabilities and $19.04 million in total shareholders' equity.

                        Bankruptcy Warning

"There can be no assurance our recapitalization plan will be
achieved on the currently contemplated terms, or at all.  If we
are unable to raise capital, we plan to continue to shrink assets
and implement other strategies to increase earnings.  Failure to
maintain capital sufficient to meet the higher capital
requirements could result in further regulatory action, which
could include the appointment of a conservator or receiver for the
Bank.  The Company or its creditors could also initiate bankruptcy
proceedings," accoring to the Company's quarterly report for the
quarter ended Sept. 30, 2012.


BUENA VISTA PLUMBING: Case Summary & 11 Unsecured Creditors
-----------------------------------------------------------
Debtor: Buena Vista Plumbing LLC
        918 S. Highway 92
        Sierra Vista, AZ 85635-4331

Bankruptcy Case No.: 13-02931

Chapter 11 Petition Date: March 4, 2013

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Albert H. Hartwell, Jr., Esq.
                  LAW OFFICES OF ALBERT H. HARTWELL, JR.
                  177 N. Church Avenue, Suite #703
                  Tucson, AZ 85701
                  Tel: (520) 884-7250
                  Fax: (520) 203-0221
                  E-mail: noticehartwell@gmail.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 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/azb13-02931.pdf

The petition was signed by Frank Garcia, member.


CANFOR CORPORATION: DBRS Confirms Senior Notes Rating at 'BB'
-------------------------------------------------------------
DBRS has confirmed the Issuer Rating and Senior Notes rating of
Canfor Corporation (Canfor or the Company) at BB (high), both with
Stable trends.  The confirmations reflect Canfor's solid credit
metrics, which DBRS views as sustainable and likely to improve,
driven by improvement in the U.S. housing market, as well as the
stabilization of the pulp market.  Furthermore, Canfor's above-
average business profile and conservative financial profile
continue to support its credit ratings.

Lumber market conditions have strengthened in 2012, with higher
lumber prices driven by a steady improvement in the U.S. housing
industry, indicated by annual housing starts of 780,000 units for
2012, a 28% increase from 2011 and the highest number since 2009.
As a result, lumber businesses have reported stronger results,
which have more than offset weaker pulp results driven by lower
pulp prices.  Additionally, inventory levels in the lumber
industry supply chain are tight; therefore, any increase in demand
would have direct positive effects on prices.  DBRS expects 2013
lumber results to be better due to expected continuing improvement
in the U.S. housing industry.  Furthermore, pulp prices have
bottomed and have remained stable; DBRS expects pulp results to
remain stable at the current level, driven by stabilized Chinese
demand, pulp prices and world pulp inventory levels.  Therefore,
DBRS expects Canfor to generate overall stronger operating results
in 2013, driven mainly by stronger lumber results, while pulp
results remain stable.

DBRS expects the current recovery in the U.S. housing industry to
be sustainable, supported by increasing household formation,
record-high housing affordability and rising housing prices.

Canfor's business profile is above-average compared to industry
peers.  The Company is one of the largest lumber producers in
North America and is also one of the industry's lowest-cost
producers.  It also has a significant position in pulp, which
provides a degree of business diversity.  Canfor has been
improving the efficiencies of both lumber and pulp operations with
sizable capital expenditures, notably the $300 million strategic
investment program that started in 2010; as a result, Canfor is
well positioned to benefit from the current improvement of the
U.S. housing industry.

On top of its above-average business profile, Canfor has continued
to maintain a conservative financial profile, with adjusted debt
leverage (including operating leases as debt) below 26% since
2009.  DBRS expects Canfor to continue to maintain a conservative
financial profile.  However, Canfor could face wild cards,
including (1) unexpected slowdown in the recovery of the U.S.
housing industry; (2) unexpected and significant rises in sawlog
costs; and (3) a stronger Canadian dollar, which could put
pressure on Canfor's operating margin.

In conclusion, DBRS expects the recovery in the U.S. housing
industry to be sustainable going forward.  As a result, DBRS
expects Canfor's solid credit metrics to continue at current or
even stronger levels.  However, Canfor's earnings history has been
highly volatile in the past, which limits positive rating action
at this time.  If Canfor can demonstrate earnings stability for an
extended period, it may lead to positive rating action.

DBRS has simulated a default scenario for Canfor in order to
analyze the potential recovery of the Company's senior debt in the
event of default.  The scenario assumes a prolonged period of
severe economic conditions, regardless of how hypothetical or
unlikely the conditions may be, in which product demand and prices
plummet.  Based on the recovery analysis, DBRS believes that
holders of the Senior Notes would recover approximately 60% to 80%
of the principal; therefore, the recovery rating remains at RR3.


CASEY ANTHONY: Appears at Bankruptcy Hearing
--------------------------------------------
The Associated Press reported that, appearing in public for the
first time since she was acquitted of murder, Casey Anthony
revealed that she doesn't have a job or a car, lives with friends
and relies on unsolicited gift cards and cash to get by.  "I guess
you could say I'm living free off the kindness" of others, Anthony
said at a bankruptcy hearing in Tampa, AP reported.

Anthony, 26, was acquitted of murder in July 2011 in the death of
her daughter, Caylee.  She was released from jail several days
later and disappeared from the spotlight.

Anthony filed for Chapter 7 bankruptcy in Tampa, Florida, on Jan.
25, 2013, claiming $1,000 in assets and $792,000 in liabilities,
most of those attorney's fees and costs.

In February, Bankruptcy Judge K. Rodney May ruled against a motion
by Zenaida Gonzalez, who's suing Anthony for defamation, to
relocate the case to Orlando.


CBRE SERVICES: Moody's Rates $1.7BB Facility & $800MM Notes 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 senior secured bank
credit facility rating, the Ba1 senior unsecured rating and the
Ba2 senior subordinated rating of CBRE Services, Inc. Moody's also
assigned a Ba1 rating to the company's proposed refinancing of its
senior bank credit facility and a Ba1 senior unsecured rating to
the proposed $800 million senior notes. The rating of the existing
senior bank credit facility will be withdrawn upon closing of the
new facility.

Ratings Rationale:

On March 4, 2013, CBRE announced its intention to refinance its
existing bank credit facility and to offer up to $800 million of
new senior notes. The revolver is expected to be increased to $1
billion from $700 million and the term loans under the facility
are expected to be reduced to $715 million from approximately $1.6
billion. The $800 million of proposed senior notes, along with
cash on hand, are expected to be used for general corporate
purposes, including repayment of a portion of CBRE's outstanding
debt.

The impact following these transactions will be a permanent
reduction of debt. Other benefits include a simplified capital
structure, extended maturities and a reduction in interest
expense.

The stable outlook reflects Moody's expectation that operating
performance and cash flow leverage will improve with the recovery
in commercial property market fundamentals. Moody's expects net
debt to recurring EBITDA to be maintained between 2.0X and 3.0X
over the near term.

A rating upgrade would be predicated upon a permanent reduction in
leverage as defined by net debt to recurring EBITDA below 2.0X
(accounting for CBRE's proportionate share of notes payable),
fixed charge coverage exceeding 4.5X, with the expectation that it
would remain above 4.5X through market cycles, and broader global
diversification. A rating downgrade could occur should net debt to
recurring EBITDA grow beyond 4.0X and fixed charge coverage fall
below 3.0X, both on a sustained basis. Additionally, erosion in
market leadership or a large leveraged acquisition would also
create downward ratings pressure.

The following ratings were affirmed with a stable outlook:

  CBRE Services, Inc. -- senior secured bank credit facility at
  Ba1, senior unsecured debt at Ba1, and senior subordinate debt
  at Ba2

  CBRE Limited -- senior secured bank credit facility at Ba1

The followings ratings were assigned with a stable outlook:

  CBRE Services, Inc. -- $1.7 billion senior secured bank credit
  facility at Ba1, $800 million senior unsecured debt at Ba1

Moody's last rating with respect to CBRE Services, Inc. was on
February 16, 2011 when Moody's affirmed the ratings of CB Richard
Ellis Services, Inc. (now CBRE Services, Inc.) following the
announcement that the company would acquire the European and Asian
operations of ING Real Estate Investment Management (ING REIM) as
well as ING REIM's global real estate securities business based in
the United States.

CBRE Services, Inc.'s ratings were assigned by evaluating factors
Moody's believes are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk. These
attributes were compared against issuers both within and outside
of CBG's core industry and the company's ratings are believed to
be comparable to those of other issuers of similar credit risk.

CBRE Services, Inc. [NYSE: CBG] is the largest global commercial
real estate services and investment firm based on 2012 revenues.
Services provided include commercial property and facilities
management, occupier and property/agency leasing, property sales,
investment management, valuation, commercial mortgage origination
and servicing, capital markets (equity and debt) solutions,
development and proprietary research. CBG is headquartered in Los
Angeles, California, USA, and has approximately 37,000 employees
in over 300 offices worldwide.


CBRE SERVICES: S&P Rates $1BB Loans 'BB' & $800MM Notes 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
its 'BB' long-term issuer credit rating on CBRE Services Inc. to
positive from stable.  At the same time, S&P assigned 'BB' issue
ratings and '4' recovery ratings on the company's proposed
$1 billion revolving credit facility, term loan A, and term loan
B.  S&P also assigned a 'B+' issue rating and '6' recovery rating
on the company's proposed issuance of $800 million of senior
unsecured notes.

"Our outlook revision reflects our expectation that CBRE will
reduce its leverage and interest expense and extend its debt
maturities by executing a series of planned debt transactions,"
said Brendan Browne, Standard & Poor's credit analyst.  S&P
expects the company to use cash, new term loans A and B, and an
issuance of $800 million in 10-year senior unsecured debt to
finance the repayment of about $2.1 billion in debt associated
with its existing term loans (A, A-1, B, C, and D) and its senior
subordinated notes.  It will also issue a new $1 billion revolver,
larger than its existing $700 million revolver.

In recent years, S&P has viewed CBRE's financial management as
aggressive because the company has a history of debt-funded large
acquisitions, including one that it followed with a substantial
stock repurchase.  S&P believes the announced debt transactions
and reduction in leverage could signal a new and more conservative
approach to financial management, something S&P will be assessing
over the coming year.  The company's new chief executive, Robert
Sulentic, may institute more creditor-friendly financial policies
with fewer larger acquisitions and less leverage.

The 'BB' issue-level and '4' recovery ratings on the company's
proposed term loans A and B and $1 billion revolver indicate that
S&P believes creditors would recover 30%-50% in the event of a
payment default.  The 'B+' issue-level (two notches below the
issuer credit rating on the company) and '6' recovery ratings on
its proposed $800 million in senior unsecured notes reflect S&P's
belief that creditors would recover 10% or less in the event of a
payment default.

"Our positive outlook reflects our belief that CBRE's planned debt
transactions may herald a more conservative approach to leverage
than the company has taken in the past," said Mr Browne.  S&P
expects the company to operate with leverage of 3.5x or lower over
the next few years following these debt transactions.

S&P could raise its ratings on CBRE if the company demonstrates a
commitment to more conservative financial management and avoids
large debt-financed acquisitions and share repurchases.  Any
positive rating action would also depend on commercial real estate
(CRE) markets -- which have rebounded over the last year,
particularly in the U.S. -- remaining stable or improving further.
S&P would be unlikely to raise its rating on CBRE if the economy
and CRE markets unexpectedly deteriorated.

While less likely, S&P could lower its rating on CBRE if CRE
markets declined, leading to a significant reduction in earnings,
or if the company opted to take on more leverage to finance
expansion or shareholder payouts.


CENTRAL EUROPEAN: Working with RTL on Restructuring Proposal
------------------------------------------------------------
Central European Distribution Corporation ("CEDC") confirmed it
has received a proposal for a financial restructuring of CEDC and
CEDC Finance Corporation International, Inc., from Roust Trading
Ltd. that is also supported by certain beneficial owners of the
$380 million 9.125% senior secured notes and EUR430 million 8.875%
senior secured notes, each due 2016 issued by CEDC FinCo (the
"2016 Steering Committee").

CEDC is evaluating this proposal and expects to make a final
determination on its merits within the coming days.  In the
interim, CEDC's advisors are working with the advisors to Roust
Trading and the 2016 Steering Committee to position CEDC to
implement a revised consensual transaction consistent with the
timing described in the offering memorandum distributed by CEDC in
respect of the exchange offers launched on Feb. 25, 2013.

                             About CEDC

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

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

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

                             Liquidity

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

                            *     *     *

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

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

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

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


CHINA PRECISION: Delays Dec. 31 Form 10-Q Due to Holidays
---------------------------------------------------------
China Precision Steel, Inc., was not, without unreasonable effort
or expense, able to file its quarterly report on Form 10-Q for the
period ended Dec. 31, 2012, by Feb. 14, 2013, due to the Chinese
New Year holidays.  The Company anticipates that it will file its
Form 10-Q within the "grace" period provided by Securities
Exchange Act Rule 12b-25.

Net loss increased by $7,346,583, or 207.7%, period-on-period, to
$10,884,505 for the three months ended Dec. 31, 2012, from
$3,537,922 for the three months ended Dec. 31, 2011.  The increase
in net loss is attributable to a combination of all the factors to
be discussed in the Form 10-Q, principally the negative gross
margin and allowance for bad and doubtful debts recognized for the
period ended Dec. 31, 2012, in accordance with our policy for
allowance for bad and doubtful debts.

                        About China Precision

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

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

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

The Company's balance sheet at Sept. 30, 2012, showed $184.06
million in total assets, $68.13 million in total liabilities, all
current, and $115.93 million in total stockholders' equity.


CIRCLE ENTERTAINMENT: Andrew Perel Elected to Board of Directors
----------------------------------------------------------------
Under the terms of the Stipulation and Settlement Agreement to
settle the stockholder derivative lawsuit filed on April 28, 2010,
by The Huff Alternative Fund, L.P., and The Huff Alternative
Parallel Fund, L.P., on behalf of Circle Entertainment Inc.
against certain of the Company's officers, directors and
stockholders in the New York Supreme Court in Manhattan, New York
(Index No. 650338-10), the Company agreed to, among other matters,
elect to its Board of Directors an additional member who is
"independent" within 60 days of Jan. 16, 2013, the effective date
of the Settlement Agreement.

Effective March 1, 2013, in accordance with the requirements of
the Settlement Agreement, the Board, upon the recommendation of
the Nominating and Corporate Governance Committee, unanimously
elected Andrew Perel as a member of the Board of Directors to
serve until the next annual meeting of stockholders or the earlier
of his resignation, removal and death and appointed Mr. Perel to
serve as a member of the Board's Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee.
Immediately prior to Mr. Perel's election to the Board and his
appointment to the Audit Committee, the Compensation Committee and
the Nominating and Corporate Governance Committee, the Board
increased the size of the Board to seven members from six members
and increased the size of each of the Audit Committee, the
Compensation Committee and the Nominating and Corporate Governance
Committee by one member.

The Board believes Mr. Perel's experience in real estate finance
and legal matters will make him an excellent addition to the
Board.

As a non-employee director of the Company, Mr. Perel will receive
the same compensation paid to all non-employee directors of the
Company.

There are no arrangements or understandings between Mr. Perel and
any other person pursuant to which he was selected as a director.
There are no transactions between Mr. Perel and the Company of the
type required to be disclosed pursuant to Item 404(a) of
Regulation S-K.

Mr. Perel is a Partner at the law firm of Michaelman and Robinson.
He was previously the Executive Vice-President, General Counsel
and Secretary of a publicly traded real estate investment trust,
and has worked as outside counsel to major financial institutions
regarding real estate and capital markets transactions with
emphasis on origination, securitization, mergers & acquisitions,
corporate finance, litigation and insurance; providing due
diligence, loss prevention, risk management and regulatory studies
for the purchase, sale and financing of commercial real estate.
Mr. Perel has also served as counsel to insurance and reinsurance
companies prosecuting and defending declaratory judgment actions
and has extensive experience in all aspects of general liability
and environmental insurance coverage, defense and subrogation
matters. He is on the Board of Directors for Trump Plaza, the
Advisory Board for Lincoln Land Services (Chair), the Board of
Directors for Sports Angels, Inc., and Chairs the Board of
Directors for Manhattan Youth Baseball.

                   About Circle Entertainment

New York City-based Circle Entertainment Inc. has been pursuing
the development and commercialization of its new location-based
entertainment line of business since Sept. 10, 2010, which has and
will continue to require significant capital and financing.  The
Company does not currently generate any revenues from this new
line of business.  The Company has no long-term financing in place
or commitments for such financing to develop and commercialize its
new location-based entertainment line of business.

As reported in the TCR on March 30, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Circle Entertainment'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 limited available cash, has a working capital deficiency and
will need to secure new financing or additional capital in order
to pay its obligations.

The Company's balance sheet at Sept. 30, 2012, showed
$3.09 million in total assets, $22.71 million in total
liabilities, and a $19.62 million total stockholders' deficit.


CLARFEDO L.L.C.: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Clarfedo, L.L.C.
          aka Clarfedd, LLC
        1413 Tanglewood Lane
        Weslaco, TX 78596

Bankruptcy Case No.: 13-70108

Chapter 11 Petition Date: March 4, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  LAW OFFICE OF ANTONIO VILLEDA
                  5414 N. 10th Street
                  McAllen, TX 78504
                  Tel: (956) 631-9100
                  E-mail: avilleda@mybusinesslawyer.com

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

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

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

The petition was signed by Clark Boyer, manager/sole member.


COMMUNITY FINANCIAL: PRB Investors Owns 14% Stake at Dec. 21
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, PRB Investors, L.P., and its affiliates disclosed
that, as of Dec. 21, 2012, they beneficially own 944,085 shares of
common stock of Community Financial Shares, Inc., representing
14.55% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/v6OWSh

                    About Community Financial

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

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

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

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


CONEXANT SYSTEMS: Rejecting San Diego, Newport Beach Office Leases
------------------------------------------------------------------
Conexant Systems Inc. and its affiliates seek entry of an order
authorizing the rejection of (a) office space leases located at
9808 and 9868 Scranton Road in San Diego, California, and all
associated subleases, and (b) an office space located at 4340 Von
Karman Avenue, Suite 300, Newport Beach, California, and all
associated subleases.

The Debtors' monthly aggregate rent for the office leases is
$595,000.  The Debtors no longer occupy the office spaces.  To
reduce cash drain, they sublet parts of the office facilities but
the sublease income was only $290,000 due in part to the "above-
market rates" of the original leases.

                        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 serve
as legal counsel and Alvarez & Marsal acts as restructuring
advisor to Conexant.  Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP serve as legal counsel and Blackstone Advisory
Partners L.P. as restructuring advisor to the secured lender.


CONTAINER STORE: S&P Affirms 'B-' Rating on Upsized $362MM Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Coppell, Texas-based The Container Store.  At the
same time, S&P affirmed its 'B-' issue-level on the company's
upsized $362 million term loan B.  The recovery rating is
unchanged at '4'.  The company plans to use the proceeds from
about $90 million additional borrowings under the term loan to
redeem a portion of the preferred equity.  The outlook is stable

"The ratings on The Containers Store Inc. reflect Standard &
Poor's Ratings Services' assessment of the company's 'highly
leveraged' financial risk profile and 'vulnerable' business risk
profile," said Standard & Poor's credit analyst Mariola Borysiak.
S&P believes these assessments will remain unchanged over the next
year.

The proposed upsize of the company's term loan to redeem about
$90 million of the preferred stock is essentially leverage neutral
as S&P already treat the preferred stock as debt in its ratio
calculation.  S&P believes that there is a high likelihood of the
preferred stock being replaced with debt if there's an ownership
change or the possibility for another incremental debt issuance to
redeem additional portions of the preferred equity.  S&P notes,
however, that the absence of a maturity date and any cash dividend
payments on the preferred stock provide the company with some
financial flexibility.

S&P's ratings outlook is stable.  Although S&P anticipates modest
operational gains and adequate liquidity over the near term, it
believes that credit measures will remain indicative of a highly
leveraged financial risk profile, with high debt leverage of above
10x and EBITDA interest coverage below 1.0x.

S&P could consider a downgrade if the company's liquidity position
erodes, likely the result of increased competitive pressure or
weaker retail conditions.  Under such scenario the company will
need to cover its operating and financing needs with revolver
borrowings and sources of liquidity will not be sufficient to
cover the company's planned cash uses.

An upgrade is unlikely in the near term, given S&P's expectations
for consistently weak credit measures resulting from its
increasing preferred stock.  However, S&P could raise the rating
if total debt to EBITDA improves toward 6x and coverage of
interest increases above 2x.


COPPER KING: Wins Confirmation of Reorganization Plan
-----------------------------------------------------
The Hon. William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah has confirmed the Joint Plan of Reorganization
for the Chapter 11 cases of Copper King Mining Corporation and
Western Utah Copper Company.

All objections to the plan that has not been withdrawn, waived or
settled were overruled in their entirety.  The Debtors, however,
were directed by the Bankruptcy Court to set aside $28,022 in
connection with the alleged secured claim asserted against Debtors
by United Rentals Northwest, Inc., until further order of the
Court.

Under the Plan, general unsecured claims were impaired.  These
claims will be paid their pro rata share of Cash, among others.
Holders of general unsecured claims will also receive their pro
rata share of 2,120,000 shares of New Common Stock.  CK will
retain all Equity Interests it holds in WUCC and Reorganized WUCC
will remain as a wholly-owned subsidiary of Reorganized CK.  Each
holder of an Equity Interest in CK will receive its pro rata share
of 3,180,000 shares of New Common Stock.

In consideration for the delay in payment in full of the
administrative expense claims, certain bankruptcy professionals
will receive 1,500,000 shares of New Common Stock.

A full-text copy of the Confirmation Order is available for free
at http://bankrupt.com/misc/CKplanorder.pdf

                        About Copper King

Milford, Utah-based Copper King Mining Corporation, aka Western
Utah Copper Company, filed for Chapter 11 bankruptcy protection on
May 18, 2010 (Bankr. D. Nev. Case No. 10-51912).  The Company
estimated assets and debts at $100 million to $500 million in its
Chapter 11 petition.

The Company's affiliate, Western Utah Copper Company, filed a
separate Chapter 11 petition (Bankr. D. Nev. Case No. 10-51913) on
May 18, 2010.  The Company estimated assets at $50 million to
$100 million in assets and $500 million to $1 billion in debts.

The U.S. Bankruptcy Court for the District of Nevada approved in
August 2011 the intra-district transfer of the Chapter 11 case of
Copper King to the District of Utah (Case No. 10-30002).

Attorneys at Lewis and Roca LLP and Levene, Neale, Bender, Yoo &
Brill L.L.P. serve as counsel to the Debtors.  McGuireWoods LLP
serves as counsel to the Official Committee of
Unsecured Creditors.

Copper King obtained Bankruptcy Court approval for a sale of
substantially all of its assets to CS Mining, LLC.  CS' approved
purchase price is composed of cash, the assumption of certain
secured and unsecured debt, issuance of a promissory note,
issuance of an equity interest and warrants, with a total stated
value in excess of $110 million.  Copper King will receive for the
benefit of its creditors and stockholders cash, assumption of
debt, 1% of the common voting equity in CS Mining as well as 2% in
warrants for CS common voting equity.


DELPHI AUTOMOTIVE: S&P Retains 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services is assigning its 'BBB' issue
rating and '1' recovery rating to Delphi Corp.'s amended and
extended $2.075 billion senior secured credit facility maturing
March 1, 2018.  The '1' recovery rating indicates S&P's
expectation for very high (90%-100%) recovery in the event of a
default.

The issue rating is two notches above the corporate credit rating
of the parent company, Delphi Automotive PLC, which is a Tier I
supplier to the global automotive industry.  The 'BB+' corporate
credit rating on Delphi Automotive remains unchanged.  The outlook
remains positive. Delphi Corp. is based in Troy, Mich., although
the parent company is incorporated in Jersey.  The 'BB+' issue
rating on Delphi Corp.'s various senior unsecured notes remains
unchanged.  The recovery rating on the notes is '3', indicating
S&P's expectation that lenders would receive meaningful (50% to
70%) recovery.

Delphi Corp.'s new credit facility includes a $1.5 billion
revolver and $575 million term loan A.  The amended and extended
facility replaces the company's $1.293 billion revolver due 2016,
$567 million term loan A due 2016, and $772 million term loan B
due 2017.  Delphi Corp. recently issued $800 million senior
unsecured notes, due 2023, and used the proceeds to repay a
portion of the senior secured term loans.  Subsequently, term loan
A was amended to an amount of $575 million and term loan B was
repaid in full.  The company will benefit from the extended
maturity and somewhat lower cost of the new credit facility.

The ratings on Delphi Automotive reflect S&P's assessment of the
company's financial risk profile as "intermediate" and the
business risk profile as "fair."  S&P's financial risk assessment
incorporates its assumption that current credit metrics and free
cash flow are sustainable.  S&P's business risk assessment takes
into account Delphi's product diversity, low cost base, and
ability to sustain recent profitability, even if the key European
market declines at least 5% in 2013.  The rating also incorporates
S&P's view of Delphi's liquidity as "adequate" under S&P's
criteria and the company's lack of large near-term debt
maturities.

RATINGS LIST

Delphi Automotive PLC
Corporate Credit Rating      BB+/Positive/--

New Ratings

Delphi Corp.
Senior Secured
  $1.5 bil revolver           BBB
   Recovery Rating            1
  $575 million term loan A    BBB
   Recovery Rating            1


DETROIT, MI: Moody's Sees Bankruptcy Risk in Fiscal Emergency
-------------------------------------------------------------
Reuters reported that the city of Detroit would have a potential
path to bankruptcy court under a state-appointed emergency
financial manager posing risks to the city's bondholders, Moody's
Investors Service said on Monday.

Reuters related that the ratings agency also pointed out that the
appointment of a manager would be an additional termination
trigger for interest rate swap agreements associated with pension
debt the city sold in 2006.


DETROIT, MI: NPFG Confirms $100.7MM of Insured Exposure
-------------------------------------------------------
In response to investor inquiries, National Public Finance
Guarantee Corporation, an indirect subsidiary of MBIA Inc., on
March 5 confirmed that it has approximately $100.7 million of
insured exposure to the general obligation debt of the City of
Detroit, Michigan.  National has additional exposures to various
City of Detroit issues totaling $2.4 billion that are secured by
distinct revenue streams.

The following is a summary of National's insured exposure as of
December 31, 2012 to various bonds issued by the City of Detroit:

Issuer                                   Exposure (Gross)

Detroit Unlimited Tax GO                 $100,725,000

General Obligation Exposure              $100,725,000

City of Detroit Downtown Development Authority Tax Increment Bonds
(Development Area #1 Projects)           $70,980,000

City of Detroit Downtown Development Authority Convention Facility
Special Tax Revenue Bonds
(Cobo Hall Project)                      $23,919,185

City of Detroit Building Authority Revenue Bonds (Parking & Arena
System)                                  $9,970,000

City of Detroit Water Supply System
Revenue Bonds                            $1,084,452,482

City of Detroit Sewage Disposal System
Revenue Bonds                            $1,208,124,383

Revenue Bond Exposure                    $2,397,446,050

Total City of Detroit Exposure           $2,498,171,050

"Should the City of Detroit fail to make a required debt service
payment for any reason, including a bankruptcy filing, National's
insured bondholders are guaranteed their scheduled interest and
principal payments on time and in full," said Adam Bergonzi,
National's Chief Risk Officer.  "National will continue to monitor
the situation closely in the coming months as the city and state
work to resolve Detroit's fiscal crisis."

Copies of the relevant policyholder documentation as well as a
comprehensive listing of National's insured portfolio can be found
on National's Web site at http://www.nationalpfg.com

National, headquartered in Armonk, New York, is the world's
largest U.S. public finance-only financial guarantee insurance
company.


DETROIT SERVICE: S&P Lowers Long Term Rating to 'BB+'
-----------------------------------------------------
Standard & Poor's Rating Services lowered its long-term rating to
'BB+' from 'BBB-' and assigned a negative outlook to Michigan
Finance Authority's series 2011 public school academy limited
obligation revenue and refunding bonds, issued on behalf of
Detroit Service Learning Academy (DSLA).

"The lower rating and negative outlook reflect our view of DSLA's
weakened operational performance in fiscal 2012 and through the
first half of fiscal 2013, decline in cash, slim coverage based on
the fiscal 2013 budget, transition to a new management team, and
future capital plans as management looks to add a high school,"
said Standard & Poor's credit analyst Avani Parikh.

"DSLA's enrollment headcount, financial performance, and liquidity
levels are lagging management's projections provided at the time
of the series 2011 bond issuance.  Although management indicates
its enrollment growth plans are still on track, which would allow
DSLA the opportunity to meet projected operations, coverage, and
liquidity levels, we view these goals as aggressive given recent
results," added Ms. Parikh.

Initially chartered as the YMCA Service Learning Academy by Lake
Superior State University (LSSU) in 1999, DSLA is located in
northwest Detroit and currently serves more than 1,100 students in
kindergarten through grade 8.


DEWEY & LEBOEUF: Lands $1.6M Deal with Paul Hastings, Ex-Partners
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Dewey & LeBoeuf
LLP on Tuesday landed a $1.6 million settlement with Paul Hastings
LLP and four former partners who brought unfinished work to Paul
Hastings when Dewey collapsed, a deal that Dewey says will be a
catalyst for the resolution of other unfinished business claims.

The report related that the deal come shortly after Dewey secured
a New York bankruptcy judge's approval of its liquidation plan,
enabling the fallen firm to begin paying back its lenders.

The Paul Hastings settlement also eliminates $41 million in claims
against the estate, the report added.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's
Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013,
As of the Effective Date of the Plan, the Debtor will be
dissolved.


DREIER LLP: Court Rules AIG Settlement Belongs to Law Firm Estate
-----------------------------------------------------------------
Casey Sullivan, writing for Reuters, reported that the bankrupt
beauty business Cosmetics Plus cannot recoup a $350,000 settlement
that it reached with insurer American International Group because
the money belongs to another bankrupt estate -- fraudster Marc
Dreier's former law firm -- a New York appellate court ruled on
Thursday.

Reuters related that in January 2008, Cosmetics Plus procured the
settlement after suing AIG when two of its retail stores were
destroyed in the Sept. 11 attacks.  AIG had refused to pay a claim
under a business interruption policy, according to court records,
Reuters said.  Cosmetics Plus retained attorneys Paul Traub and
Steven Fox from the now defunct Dreier firm to obtain the $350,000
settlement and the lawyers transferred the proceeds into an escrow
account at the firm, according to the ruling.

Dreier collapsed in December 2008 after managing partner Marc
Dreier was arrested in connection with a $400 million Ponzi
scheme, Reuters further related.  The firm filed for bankruptcy in
January 2009, and the Cosmetics Plus settlement money became part
of the bankrupt law firm estate.

Cosmetics Plus's owners, Toby and Robin Bartosh, sued Traub and
Fox in 2009 in Manhattan Supreme Court for malpractice claiming
that the lawyers failed to exercise a duty of care when they did
not "timely" deliver the insurance settlement proceeds to them,
Reuters added.  They requested that the Dreier bankruptcy trustee
return the $350,000 settlement.

A judge dismissed the claims in 2011, saying that "there is no
ascertainable violation of the partnership law by either Traub or
Fox."  On Thursday, the Appellate Division, First Department,
affirmed the lower court's decision, saying that the owners had
provided no expert testimony to show that Traub and Fox mishandled
the matter, Reuters related.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DTE ENERGY: Moody's Raises Rating on $200MM Senior Bonds to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of DTE Energy
Center, LLC's, approximately $200 million of senior secured bonds
($244 million original issue) due 2024 to Ba1 from Ba2. The
upgrade follows the recent upgrade of the ratings for DTEEC's only
customer and sole source of revenues, Chrysler Group LLC
(Chrysler: Corporate Family Rating B1, stable). The outlook for
DTEEC is stable.

Ratings Rationale:

The upgrade for DTEEC reflects the improved financial profile of
its sole customer, Chrysler Group LLC, as evidenced by Moody's
recent upgrade of its Corporate Family Rating to B1 from B2 and
its first lien senior secured credit facilities to Ba1 from Ba2.
The upgrade reflects Moody's view that the auto maker will be able
to sustain the progress it has made in strengthening its
competitive position, improving its financial and operational
performance, and strengthening its credit metrics. DTEEC's Ba1
rating recognizes that as an operating expense, Chrysler's
payments under its service agreements are generally made prior to
payment of Chrysler's own debt service obligations.

DTEEC's Ba1 rating also considers the essential nature of the
production support systems and services that the company provides
to Chrysler as well as the resiliency of its contractual
arrangements. The rating reflects the consistent, stable and
predictable financial performance demonstrated by DTEEC even
during a challenging business cycle that included a Chrysler
restructuring. Debt service coverage ratios are consistently in
the range of 1.60 times.

The Ba1 rating further recognizes that Chrysler's obligations
under its service agreements with DTEEC remain guaranteed by
Daimler North America Corporation (DNAC; unrated), the North
American subsidiary of Daimler AG (Daimler: A3, senior unsecured);
however the impact of this guarantee on the rating is muted by
recognition of the fact that Daimler no longer has an economic
interest in Chrysler and that DNAC's guarantee is not specifically
supported by Daimler.

The outlook for DTEEC is stable based an assumption of continued
solid financial and operating performance and contractual
protections; the stable outlook is also consistent with the
outlook for Chrysler. The stable outlook acknowledges Chrysler has
currently idled one of the production facilities serviced by
DTEEC, and although it remains unclear whether or not this plant
may ultimately resume some type of service, the outlook assumes
payments to DTEEC will continue to be made in accordance with its
contract therefore mitigating any impact to DTEEC.

While not likely over the near-to-medium term, upward movement in
the rating of Chrysler could put upward pressure on the rating of
DTEEC. Downward rating pressure could develop if there were to be
persistent operating challenges resulting in material liquidated
damage payments, if the project's service agreements were to be
amended such that the revisions could adversely affect the
project's financial and operational performance, if Chrysler's
rating were to be revised downward, or if DNAC were to explicitly
challenge its guarantee.

Headquartered in Ann Arbor, MI, DTEEC is owned 50% each by
subsidiaries of DTE Energy Company (DTE: Baa1 senior unsecured,
stable) and Commerzbank AG. DTEEC is a special purpose company
created to own and operate various utility-related assets (Utility
Assets) used in certain manufacturing processes of Chrysler -
successor to Chrysler LLC. The assets are located within eight of
Chrysler's manufacturing facilities in the Midwest and provide
critical support services for vehicle, part, and component
manufacturing operations.


EARTHLINK INC: S&P Withdraws B+ Rating on $300MM Sr. Secured Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' issue-level
and '2' recovery ratings on EarthLink Inc.'s proposed $300 million
senior secured term loan due 2019.  EarthLink announced that it is
dropping plans to refinance the ITC^DeltaCom secured notes due
2016 with the proposed term loan because of difficult market
conditions.  The 'B-'issue-level rating and '5' recovery rating on
the ITC^DeltaCom notes remain unchanged following EarthLink's
announcement.

S&P's 'B' corporate credit rating and stable outlook on EarthLink
are unchanged.  At the same time, S&P raised its issue-level
rating on EarthLink's $300 million senior unsecured notes due 2019
to 'B-' from 'CCC+', and revised the recovery rating to '5' from
'6'.  The '5' recovery rating reflects S&P's expectation for
modest (10% to 30%) recovery in the event of a payment default.
The upgrade reflects the prior recovery analysis published on
Aug. 8, 2012, for EarthLink, which attributes more value available
to the unsecured notes at the time of default.

EarthLink Inc.
Corporate Credit Rating                   B/Stable/--

Rating Withdrawn

EarthLink Inc.
                                           To              From
$300 Mil. Senior Sec. Term Loan Due 2019   N.R.            B+
   Recovery Rating                         N.R.            2

Ratings Raised; Recovery Rating Revised
                                           To              From
EarthLink Inc.
$300 Mil. Senior Unsec. Notes Due 2019    B-              CCC+
   Recovery Rating                         5               6


EDIETS.COM INC: Signs Separation Agreement with Former CEO
----------------------------------------------------------
Jennifer Hartnett and eDiets.com, Inc., entered into a separation
agreement pursuant to which Ms. Hartnett will receive (i) a lump
sum payment of $25,000 as severance and (ii) a lump sum payment to
cover six months of COBRA premiums under the Company's health
care.  Payment of the amounts is subject to receipt and
effectiveness of a release of claims against the Company.

Ms. Hartnett previously notified the Company of her decision to
resign as chief executive officer and as an employee of the
Company, which decision was accepted by the Company's Board of
Directors.

A copy of the Agreement and General Release is available at:

                        http://is.gd/FMxZTi

                           About eDiets

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

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

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

                         Bankruptcy Warning

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

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


EDISON MISSION: Wants to Continue Arbitration With Union
--------------------------------------------------------
Edison Mission Energy and its affiliates ask the Bankruptcy Court
to modify the automatic stay to permit the Debtors and the
International Brotherhood of Electric Workers Local 15 (IBEW Local
15) and any applicable members of IBEW Local 15 to continue
current arbitration and grievance proceedings.  The requested
relief is mutually agreed to by the Debtors and IBEW Local 15.

David R. Seligman, Esq., at Kirkland & Ellis LLP, relates that at
least 750 of Debtor Midwest Generation, LLC's hourly employees are
members of the IBEW Local 15 and are employed pursuant to that
certain collective bargaining agreement between Midwest Gen and
IBEW Local 15.  The CBA provides a streamlined and efficient
process for resolving disputes between IBEW Local 15 and Midwest
Gen.  The CBA also includes arbitration provisions if the parties
cannot resolve the grievance consensually.  The CBA outlines the
arbitration process, including deadlines, the individuals
identified as proposed arbitrators, the procedures for choosing
future arbitrators, and cost allocation and sharing procedures.

Midwest Gen and IBEW Local 15 were arbitrating one grievance that
an IBEW Local 15 member had commenced prior to the Petition Date,
Arb. No. 11-164 pending before arbitrator Steven Bierig.  At issue
in the Arbitration Proceeding is whether Midwest Gen is compelled
to pay new hires at certain wage levels delineated in the CBA, or
whether Midwest Gen may pay new hires based on that employee's
level of experience.  The parties were unable to resolve the
dispute through the grievance procedures in the CBA and the matter
proceeded to arbitration in October 2011.  Arbitration and
evidentiary hearings were held in April 2012.  Following the
arbitration hearing, both parties submitted post-hearing briefs
and are awaiting a decision from Mr. Bierig.

On December 20, 2012, Midwest Gen sent a letter to Mr. Bierig,
notifying him that Midwest Gen had filed for bankruptcy, and
informing him that the Arbitration Proceeding was stayed pursuant
to section 362 of the Bankruptcy Code.  Since that time, IBEW
Local 15 approached Midwest Gen and requested that the Arbitration
Proceeding be allowed to continue due to the advanced state of the
proceedings.  On February 4, 2013, Midwest Gen sent a follow-up
letter to Mr. Bierig indicating that they intended to seek relief
from the automatic stay so as to allow the Arbitration Proceeding
to proceed.

Mr. Seligman submits that allowing current and future grievance
and arbitration proceedings to continue in the ordinary course is
critical to avoid disruptions to Midwest Gen's relationships with
its unionized labor force, which could unnecessarily complicate
Midwest Gen's restructuring.  Moreover, Midwest Gen does not
believe that any grievances brought pursuant to the CBA would
result in material claims against Midwest Gen's estate.  Lastly,
Midwest Gen does not believe allowing arbitration to proceed would
harm either Midwest Gen or any parties in interest in Midwest
Gen's chapter 11 case, as the CBA arbitration proceedings are the
most expeditious and cost-effective means of resolving these
disputes.

Given the streamlined and predictable procedures that are provided
for in the CBA, which both Midwest Gen and IBEW Local 15 mutually
agreed to, allowing the Arbitration Proceeding to continue will
afford IBEW Local 15 the most cost-effective manner to liquidate
its claim without unnecessary litigation before the Bankruptcy
Court.

Mr. Seligman notes that the Arbitration Proceeding is nearly
complete, and the parties are merely awaiting the arbitrator's
decision.  Thus, allowing the Arbitration Proceeding to continue
in its original forum would not harm Midwest Gen's estate, and in
fact would preserve Midwest Gen's time and resources, as they
would avoid potentially re-litigating these matters in the
Bankruptcy Court.

Mr. Seligman contends Midwest Gen and IBEW Local 15 should be able
to commence future grievance and arbitration procedures should the
need arise.  Allowing the parties to continue utilizing the
streamlined, cost-effective, and mutually agreed upon procedures
provided for in the CBA -- without the need to return to the
Bankruptcy Court on each occasion -- would conserve resources of
all parties in interest.

Midwest Gen seeks to modify the automatic stay in these chapter 11
cases to permit IBEW Local 15 and any applicable members to
continue current arbitration and grievance proceedings and to
commence new arbitration and grievance proceeding, pursuant to the
terms of the CBA.  Midwest Gen consents to this modification of
the automatic stay pursuant to section 362(d) the Bankruptcy Code.
In addition, prior to filing the Motion, the Debtors reached out
to the committee of unsecured creditors appointed in these cases
and obtained the Committee's support.  Absent relief from the
stay, IBEW Local 15 may argue that Midwest Gen has violated its
obligations under section 1113 of the Bankruptcy Code, which could
lead to significant time-consuming and costly litigation, as well
as damage Midwest Gen's valued relationship with IBEW Local 15.

Mr. Seligman states that Midwest Gen seeks only to continue
performing under the CBA in the ordinary course of business
without any alteration, much less a "significant alteration," of
Midwest Gen's prepetition process for addressing employee issues
that resulted in grievances or arbitrations.  Midwest Gen and IBEW
Local 15 have been utilizing these procedures and settlement
payment practices since 2006, and should be able to continue
performing pursuant to the CBA during these chapter 11 cases.

                       About Edison Mission

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

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

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

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

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

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

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

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


ELPIDA MEMORY: Wins Approval to Extend Security Agreements
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware last month
entered an order authorizing foreign representatives in the
Chapter 15 case of Elpida Memory, Inc., to extend security
agreements in connection with amendments to postpetition
financing.  The foreign representatives -- Yukio Sakamoto and
Nobuaki Kobayashi -- would use the funding to continue using the
Debtor's assets that are located within the territorial
jurisdiction of the U.S.

Steering Committee of the Ad Hoc Group of Bondholders had opposed
the request, citing that the DIP Amendments provide that the
termination or cancellation of the sponsorship agreement that will
result in an automatic acceleration of the amounts owed under the
DIP agreement.  The bondholders also asserted that the foreign
representatives entered into agreements that do not directly
affect U.S. assets but provide that the Debtor will be in default
of its obligations if the Court does not approve an aspect of the
broader transaction.

The foreign representatives responded, saying that is an entirely
uncontroversial extension of financing that makes use of liens
already approved by the Court.

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.

Micron Technology, Inc. on Feb. 28 announced the Tokyo District
Court's issuance of an order approving Elpida Memory Inc.'s plan
of reorganization.  Elpida's plan of reorganization calls for
Micron to sponsor Elpida's reorganization under which Elpida will
become a wholly owned subsidiary of Micron.  The Tokyo District
Court's approval follows an Elpida creditor vote, concluded on
Feb. 26, in which the creditors voted to approve the
reorganization plan.


EMRLH4 LLC: Case Summary & 5 Unsecured Creditors
------------------------------------------------
Debtor: EMRLH4, LLC
        215 N. San Saba
        San Antonio, TX 78207

Bankruptcy Case No.: 13-50539

Chapter 11 Petition Date: March 4, 2013

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

Judge: Ronald B. King

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  E-mail: dwgreer@sbcglobal.net

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

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

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txwb13-50539.pdf

The petition was signed by Homayoun "Tony" Namvar, manager.


EUROFRESH INC: Tomato Greenhouses Head to March 27 Auction
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eurofresh Inc. is on the way to being sold in
exchange for about $51.2 million in secured debt acquired shortly
before bankruptcy by an affiliate of NatureSweet Ltd., a competing
tomato grower.

The report relates that according to a schedule given to the
bankruptcy judge in Phoenix, competing bids are due March 25.  The
auction to test for higher bids will be held March 27, followed
immediately by a hearing to approve sale.

                       About EuroFresh Inc.

EuroFresh , Inc., is America's largest greenhouse grower spanning
318 aces of glass covered facilities.  EuroFresh grows premium
quality, great tasting, certified pesticide residue free
greenhouse tomatoes and cucumbers year-round.  The 274-acre
flagship facility in Willcox, Arizona, is the world's largest.
There's also a second 44-acre acre property in Snowflake, Arizona.
EuroFresh has 964 employees.

EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-01125) on Jan. 27, 2013, to complete a sale of the business to
NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.

An official committee of unsecured creditors was appointed.  The
creditors' committee includes International Paper Co. and
Southwest Gas Corp.


FERRO CORP: S&P Puts 'B+' CCR on CreditWatch Developing
-------------------------------------------------------
Standard & Poor's Ratings Services said it placed all its ratings,
including the 'B+' corporate credit rating, on Ohio-based chemical
company Ferro Corp. on CreditWatch with developing implications.

"The CreditWatch listing follows the announcement that A. Schulman
made an unsolicited offer to acquire Ferro at a purchase price of
$6.50 a share," said Standard & Poor's credit analyst Danny
Krauss.

The offer is valued at about $855 million, including the
assumption of debt.  While Ferro's board of directors has rejected
the offer, A. Schulman has stated that it could adjust its offer,
subject to customary due diligence.  The developing implications
of the CreditWatch listing indicate that S&P could raise, lower,
or affirm the ratings following further review of the potential
transaction.

An upgrade is possible if a revised bid is accepted by Ferro and
the acquisition results in a combined entity with a stronger
business or financial profile than Ferro has currently.  S&P could
affirm the ratings if it views the possible combination as having
similar default prospects to Ferro as a stand-alone company, and
S&P could lower them if the resulting business or financial
profile is weaker.

S&P could lower the ratings if Ferro's credit quality deteriorates
in the absence of a transaction or while a transaction is pending.
For example, S&P's ratings on Ferro incorporate expectations that
operating earnings and cash flow will strengthen later in 2013
following recent restructuring actions and the February
divestiture of the solar pastes segment, which was a negative
EBITDA segment in 2012.  In addition, while S&P expects Ferro to
remain in compliance with financial covenants in its bank credit
facility, S&P thinks covenant headroom will be tight.

The ratings on Ohio-based Ferro Corp. reflect S&P's assessment of
the company's business risk profile as "weak" and financial risk
profile as "aggressive."  With annual sales of $1.8 billion, the
company produces a variety of performance materials and chemicals
for use primarily in the electronics, construction, appliances,
automotive, and household furnishings end markets.  Ferro operates
in six business segments: electronic materials, color and glass
performance materials (including high-quality glazes, enamels,
pigments, and dinnerware decoration colors), performance coatings
(including tile coatings and porcelain enamel for appliances and
cookware), polymer additives, specialty plastics, and
pharmaceuticals.

The ratings are on CreditWatch with developing implications.  S&P
will monitor developments relating to this potential transaction
and expects to resolve the CreditWatch in the next few months if a
revised offer leads to a definitive acquisition agreement, or if
it appears that Ferro will not be acquired.  If a transaction does
take place, S&P would evaluate the resulting capital structure and
integration plans, as well as gain an understanding of the
combined company's business strategy and financial policy
objectives.


FIRST PLACE: Delays Form 10-Q for Dec. 31 Quarter
-------------------------------------------------
First Place Financial Corp. has determined that it is unable to
file its quarterly report on Form 10-Q for the period ended
Dec. 31, 2012, by the Feb. 14, 2013, due date or within the
fifteen calendar day extension permitted by the rules of the U.S.
Securities and Exchange Commission.

As previously disclosed in its Form 8-K filed with the SEC on Dec.
7, 2010, (as amended), the Company announced its intention to file
an amendment to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2010, and to restate its consolidated
financial condition and results of operations as of and for the
fiscal years ended June 30, 2010, 2009, and 2008.  As of Feb. 15,
2013, the Company has not been able to file its Quarterly Reports
on Form 10-Q for the periods ended Sept. 30, 2010, Dec. 31, 2010,
and March 31, 2011, its Annual Report on Form 10-K for the fiscal
year ended June 30, 2011, its Quarterly Reports on Form 10-Q for
the periods ended Sept. 30, 2011, Dec. 31, 2011, and March 31,
2012, its Annual Report on Form 10-K for the fiscal year ended
June 30, 2012, and its Quarterly Report on Form 10-Q for the
period ended Sept. 30, 2012.

As previously disclosed, on Oct. 26, 2012, the Company and Talmer
Bancorp, Inc., entered into an Asset Purchase Agreement.  As
contemplated by the Purchase Agreement, the Company filed a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on Oct. 29, 2012.  In connection with the
bankruptcy proceeding, the Company and the Purchaser submitted an
Amended and Restated Asset Purchase Agreement, dated as of
Dec. 14, 2012, by and among the Company and the Purchaser,
concerning Purchaser's proposed acquisition of First Place Bank
for approval by the Bankruptcy Court.  On Dec. 14, 2012, the
Bankruptcy Court entered an order approving and authorizing the
Company to enter into the Amended Purchase Agreement.

As previously disclosed, on Jan. 1, 2013, pursuant to the terms of
the Amended Purchase Agreement, the Company completed the sale of
substantially all of its assets, including all of the issued and
outstanding shares of common stock of the Company's wholly-owned
subsidiaries, First Place Bank and First Place Holdings, Inc., and
certain other assets held in the name of the Company but used in
the business of First Place Bank, to the Purchaser.

As of Feb. 14, 2013, because the Company has sold substantially
all of its assets, and because the Company has no plans to
reorganize under the bankruptcy laws, the Company is unable to:
(i) file the Restatement; or (ii) file its Delinquent Periodic
Reports; or (iii) file the December 2012 Form 10-Q.

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place bank
subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel, and FTI Consulting, Inc., as financial advisor.
Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com/--
is the claims and notice agent.

The Official Committee of Trust Preferred Securities tapped to
retain Kirkland & Ellis as counsel; Klehr Harrison Harvey
Branzburg as co-counsel; Holdco Advisors as financial advisor; and
Rothschild as investment banker and financial advisor.


FLASHCOM INC: Trustee Can Only Collect $62,500 From Andra Sachs
---------------------------------------------------------------
Bankruptcy Judge Robert Kwan granted the motion of Carolyn Dye,
Liquidating Trustee for Flashcom, Inc., to strike the declaration
of James Bastian filed in opposition to Ms. Dye's Motion for Entry
of Judgment in the lawsuit, CAROLYN A. DYE, Liquidating Trustee,
Plaintiff, v. ANDRA SACHS; COMMUNICATIONS VENTURES III, L.P.,
COMMUNICATIONS VENTURES III CEO & ENTERPRENEURS FUND L.P.;
MAYFIELD IX; MAYFIELD ASSOCIATES FUNDS IV; DAVID HELRICH; ESTATE
OF TODD BROOKS; BRADFORD SACHS; RICHARD RASMUS; KEVIN FONG,
Defendants, Adv. Proc. No. 2:12-ap-01339-RK (Bankr. C.D. Cal.).

According to Judge Kwan, the Bastian Declaration is inadmissible
evidence of settlement communications.  The Bastian Declaration is
stricken from consideration with respect to Ms. Dye's Motion for
Entry of Judgment.

On July 11, 2002, the Trustee commenced the adversary proceeding
against Communications Ventures III, L.P., Communications Ventures
III CEO & Entrepreneurs' Fund L.P., Mayfield IX, Mayfield
Associates Funds IV, the Estate of Todd Brooks, Kevin Fong, David
Helfrich -- VC Defendants -- the Andra Sachs Defendants, Bradford
Sachs, and Richard Rasmus.

The Bankruptcy Court on June 26, 2006, approved a Global
Settlement Agreement between the Trustee, Bradford Sachs and the
Andra Sachs Defendants.  Pursuant to the terms of the Global
Settlement Agreement, in 2006, Andra Sachs made two settlement
payments totaling $750,000 to the Trustee. Because the Trustee did
not receive at least $2,000,000 from the VC Defendants or other
defendants by June 26, 2009 (36 months following the Approval
Date, as set forth in the Global Settlement Agreement), under the
Global Settlement Agreement, the Andra Sachs Defendants were
required to make the final settlement payment to the Trustee by
July 31, 2009.

The Andra Sachs Defendants did not make the final settlement
payment to the Trustee.  Upon failure to make this payment,
paragraph 10(c) of the Global Settlement Agreement provides that
the Trustee may record the Liability Judgment against the Andra
Sachs Defendants -- a judgment for the avoidance of preferential
transfers in the principal sum of $9,000,000 under 11 U.S.C. Sec.
547(b) in favor of Trustee -- and proceed with execution on
Andra's assets as well as the assets of the other Andra Sachs
Defendants.

The Trustee did not demand payment, notify, or otherwise attempt
to communicate with any of the Andra Sachs Defendants or their
counsel about the need to make the final payment under the Global
Settlement Agreement in July 2009, or after that, until January
2012.  After Andra Sachs received service of the Trustee's
Judgment Motion in March 2012, she and her counsel offered, more
than once in March 2012 and thereafter, to deliver $62,500 to the
Trustee.  Although Andra Sachs intended that such payment would
satisfy the obligations of the Andra Sachs Defendants under the
Global Settlement Agreement Trustee did not accept this payment
tendered by Andra.

The Andra Sachs Defendants have offered the Bastian Declaration to
essentially demonstrate why they should not be liable for the $9
million liability judgment as was contemplated in the Global
Settlement Agreement.

According to Judge Kwan, the provision of the Stipulated Judgment
allows the Trustee to request entry of judgment against the Andra
Sachs Defendants in the amount of $9 million is an unenforceable
penalty pursuant to Callifornia Civil Code Sec. 1671(b).  Judge
Kwan ruled that the judgment should be entered in favor of the
Trustee only in part for the Andra Sachs Defendants' breach of the
settlement agreement by failing to timely make the final
installment payment under the agreement.  The Court ruled that the
Andra Sachs Defendants should be only required to tender the
settlement amount of $62,500, plus interest at the applicable
rate.

The Court directed counsel for the Andra Sachs Defendants to
submit a proposed order granting in part and denying in part the
Trustee's Judgment Motion, a proposed judgment in favor of the
Trustee and against them in the amount of $62,500, plus applicable
interest on that amount.

The Court vacated the further hearing on the Motion to Strike that
was set for March 5, 2013 at 3:30 p.m.

A copy of Judge Kwan's March 4, 2013 Memorandum Decision and Order
is available at http://is.gd/2Q7ORhfrom Leagle.com.

David R. Weinstein, Esq. -- david.weinstein@bryancave.com -- at
Bryan Cave LLP, appeared on behalf of the Trustee.

Teddy M. Kapur, Esq. -- tkapur@pszjlaw.com -- at Pachulski Stang
Ziehl & Jones LLP, originally appeared on behalf of the Andra
Sachs Defendants.  Ronald E. Michelman, Esq., at Michelman and
Michelman LLP, substituted into the case as new counsel for the
Andra Sachs Defendants and later appeared for these defendants.

                        About Flashcom Inc.

Internet service provider Flashcom Inc. sought Chapter 11
bankruptcy protection in Santa Ana, Calif., on Dec. 8, 2000.  The
firm listed assets of $94 million and $55 million of debts as of
Oct. 31, 2000.  The following year the Bankruptcy Court approved
Covad Communications's offer to purchase all of the Covad supplied
Flashcom DSL customers for a combination of cash and debt
forgiveness.  Covad provided up to $750,000 in both cash and debt
forgiveness up front, and was to pay up to an additional $2.75
million more depending on how many Flashcom lines migrated through
the Covad Safety Net program.


FOURTH QUARTER PROPERTIES: Files for Chapter 11 in Georgia
----------------------------------------------------------
Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia,
on March 5, 2013.

The Debtor is a single asset real estate debtor as defined in 11
U.S.C. Sec. 101(51B) and has property in 45, 47 & 59 Ansley Drive,
in Newnan.  The Debtor estimated at least $10 million in assets
and at least $1 million in liabilities as of the Chapter 11
filing.

Matthew Cathey, Esq., at Stone & Baxter, LLP, in Macon, Georgia,
serves as the Debtor's counsel.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 3, 2013.


FOURTH QUARTER PROPERTIES: Case Summary & 12 Unsecured Creditors
----------------------------------------------------------------
Debtor: Fourth Quarter Properties XXXVIII, LLC
        45 Ansley Drive
        Newnan, GA 30263

Bankruptcy Case No.: 13-10585

Chapter 11 Petition Date: March 5, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: Austin E. Carter, Esq.
                  STONE & BAXTER, LLC
                  577 Mulberry Street, Suite 800
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: acarter@stoneandbaxter.com

                         - and ?

                  Matthew Cathey, Esq.
                  STONE & BAXTER, LLP
                  577 Mulberry Street, Suite 800
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: mcathey@stoneandbaxter.com

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

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

The petition was signed by Stanley E. Thomas, manager.

Debtor's List of Its 12 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Coweta County Tax Commissioner     Taxes                   $99,239
P.O. Box 195
Newnan, GA 30264

P.E.G. Electric Company, Inc.      Mechanic's Lien         $14,800
50 Ansley Drive
Newnan, GA 30263

Cushing, Morris, Armbruster        Trade Debt               $3,125
& Montgomery
191 Peachtree Stree, NE, Suite 4500
Atlanta, GA 30303

Newnan-Coweta Airport Authority    Trade Debt               $2,027

True Natural Gas                   Trade Debt               $1,420

AvidXChange, Inc.                  Trade Debt                 $695

Advanced Disposal                  Trade Debt                 $376

Lamar Maddox                       Trade Debt                 $170

Allgood Pest Solutions             Trade Debt                 $115

Coweta County Water & Sewer Dept.  Trade Debt                  $62

Georgia Secretary of State         Trade Debt                  $50

Georgia Power                      Trade Debt              Unknown


FQ PROPERTIES: Case Summary & 11 Unsecured Creditors
----------------------------------------------------
Debtor: FQ Properties, LLC
        942 Little Darby Lane
        Suwanee, GA 30024

Bankruptcy Case No.: 13-54643

Chapter 11 Petition Date: March 4, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Barbara Ellis-Monro

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.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 11 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb13-54643.pdf

The petition was signed by Youngju Oh Hall, manager/member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Grayson Exchange, LLC                 12-69510            08/06/12


FREESCALE SEMICONDUCTOR: Fitch Rates New Term Loan at 'CCC+'
------------------------------------------------------------
Fitch Ratings has rated the new senior secured term loan
facilities of Freescale Semiconductor, Inc. 'CCC+/RR3'. The Rating
Outlook is Stable. Fitch's actions affect approximately $6.8
billion of total debt, including the currently undrawn RCF.

The new $2.74 billion term loan facility consists of a $350
million term loan that will mature in December 2016 and a $2.39
billion term loan that will mature in March 2020. The new facility
extends approximately $1.8 billion of debt maturities from 2016 to
2020, reducing debt maturities over the next five years to
approximately $770 million.

RATING DRIVERS

The ratings and Rating Outlook continue to reflect Freescale's
weak free cash flow (FCF), driven by substantial interest
obligations and negative revenue growth since the 2010 rebound.
2012 FCF was a Fitch calculated $58 million after adjusting for
$96 million of insurance proceeds related to business interruption
and lost inventory.

Freescale's FCF for 2012 also benefited from $86 million of
deferred intellectual property (IP) revenue related to IP sales or
licensing agreements. While part of Freescale's growth strategy,
cash flows from IP sales or licensing are likely to be uneven.

Fitch believes FCF should strengthen to $100 million to $200
million in 2013 from expectations for further profitability
expansion and flat revenue growth. Fitch's expectation for flat
2013 revenue growth is driven by more balanced inventory levels at
distributors offset by cautious semiconductor demand and the wind-
down of Freescale's cellular business.

Fitch expects operating EBITDA margin expansion from restructuring
in the near term and operating leverage upon the resumption of
revenue growth. These factors could drive upside to Freescale's
free cash flow. The completion of Freescale's planned production
facility closures in 2012 should produce approximately $70 million
of annual cost savings.

Credit protection measures should remain highly cyclical. Pro
forma for the new term loans, Fitch estimates total leverage
(total debt to operating EBITDA) for 2012 was approximately 7.9
times (x), compared with 6.0x for 2011. Interest coverage
(operating EBITDA to gross interest expense) was approximately
1.6x for 2012, down from 1.9x for 2011.

RATINGS SENSITIVITIES

Debt reduction from free cash flow resulting in total leverage
approaching 5.5x could result in positive rating actions.
Conversely, negative rating actions could occur if Freescale uses
significant free cash flow over a multi-year period, which Fitch
believes likely would be the result of a meaningfully weakened
competitive position.

The ratings continue to reflect Freescale's:

-- Leading share positions in microcontrollers (MCU) and embedded
    processing markets, particularly automotive. These markets are
    characterized by longer product lifecycles;

-- Fundamental end market demand and increasing electronics
    content for automotive electronics, industrial products,
    consumer electronics, and networking infrastructure equipment
    remains healthy and poised for low- to mid- single digit
    growth over the longer term; and

-- Low capital intensity from the company's 'asset-light'
    manufacturing strategy.

Ratings concerns center on Freescale's:

-- Revenue expansion challenges from focus on markets with
    meaningful incumbent supplier advantages, although such
    advantages also fortifies Freescale's leading market
    positions in microcontrollers;

-- Limited financial flexibility from highly leveraged capital
    structure with significant interest expense and debt
    maturities; and

-- Minimal free cash flow in recent years, driven by operating
    EBITDA that remains below cyclical peak levels.

Fitch believes Freescale's liquidity was sufficient as of Dec. 31,
2012 and consisted of: i) approximately $711 million of cash and
equivalents, $148 million of which was held in the U.S.; and ii)
approximately $408 million (net of $17 million of letters of
credit) of remaining availability under the $425 million senior
secured RCF due July 1, 2016.

Pro forma for the term loans refinancing, total debt was
approximately $6.4 billion as of Dec. 31, 2012 and consisted of:

-- $350 million of senior secured term loans due 2016;
-- $2.4 billion of senior secured term loans due 2020;
-- $2 billion of senior secured notes due 2018;
-- $155 million of senior unsecured notes due 2014;
-- $1.2 billion of senior unsecured notes due 2020; and
-- $264 million of senior subordinated notes due 2016.

The $2.2 billion term loan maturing in 2020 could be accelerated
should Freescale fail to meet a Sept. 2017 leverage test and
reduce outstanding senior secured notes due 2018 to $500 million
or less by Dec. 1, 2017.

The Recovery Ratings (RR) for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
belief that Freescale's enterprise value, and hence recovery rates
for its creditors, will be maximized as a going concern rather
than liquidation scenario.

In deriving a distressed enterprise value, Fitch applies a 40%
discount to its estimate of Freescale's operating EBITDA for the
LTM ended Dec. 31, 2012 of approximately $809 million. Fitch
applies a 5x distressed EBITDA multiple to reach a reorganization
enterprise value of approximately $3 billion.

As is standard with Fitch's recovery analysis, the revolver is
assumed to be fully drawn and cash balances fully depleted to
reflect a stress event. After reducing the amount available in
reorganization for administrative claims by 10%, Fitch estimates
the senior secured debt would recover 51% - 70%, equating to 'RR3'
Recovery Ratings. The senior unsecured and senior subordinated
debt tranches would recover 0% - 10%, equating to 'RR6' Recovery
Ratings and reflecting Fitch's belief that minimal if any value
would be available for unsecured noteholders.

Fitch rates Freescale as follows:

-- IDR 'CCC';
-- Senior secured bank revolving credit facility (RCF)
    'CCC+/RR3';
-- Senior secured term loans 'CCC+/RR3';
-- Senior secured notes 'CCC+/RR3';
-- Senior unsecured notes 'CC/RR6';
-- Senior subordinated notes 'CC/RR6'.


FREESEAS INC: Amends 395,791 Common Shares Resale Prospectus
------------------------------------------------------------
FreeSeas Inc. filed with the U.S. Securities and Exchange
Commission an amended Form F-1 registration statement relating to
the resale of up to 395,791 shares of the Company's common stock
by Granite State Capital, LLC, the selling stockholder.  The
Company may from time to time issue up to 395,791 of shares of its
common stock to the selling stockholder at 98% of the market price
at the time of that issuance determined in accordance with the
terms of the Company's Investment Agreement dated as of Jan. 24,
2013, with Granite.

The Company will not receive any of the proceeds from the sale of
these shares.  The Company will, however, receive proceeds from
the selling stockholder from the initial sale to that stockholder
of these shares.   The Company has and will continue to bear the
costs relating to the registration of these shares.

The Company's common stock is currently quoted on the NASDAQ
Capital Market under the symbol "FREE."  On March 1, 2013, the
closing price of the Company's common stock was $0.97 per share.

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

                        http://is.gd/HAqiw3

                        About FreeSeas Inc.

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

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

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

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


FREESEAS INC: Issues Additional 100,000 Common Shares to Hanover
----------------------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
Feb. 13, 2013, entered an order approving, among other things, the
fairness of the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
a corporation organized and existing under the laws of the
Republic of the Marshall Islands, and Hanover Holdings I, LLC, a
New York limited liability company, in the matter entitled Hanover
Holdings I, LLC v. FreeSeas Inc., Case No. 150802/2013.  Hanover
commenced the Action against the Company on Jan. 28, 2013, to
recover an aggregate of $740,651 of past-due accounts payable of
the Company, plus fees and costs.  The Settlement Agreement became
effective and binding upon the Company and Hanover upon execution
of the Order by the Court on Feb. 13, 2013.

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

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

Based on the adjustment formula, on Feb. 19, 2013, the Company
issued and delivered to Hanover 90,000 Additional Settlement
Shares, on Feb. 25, 2013, the Company issued and delivered to
Hanover another 90,000 Additional Settlement Shares, on Feb. 26,
2013, the Company issued and delivered to Hanover another 90,000
Additional Settlement Shares, on Feb. 27, 2013, the Company issued
and delivered to Hanover another 100,000 Additional Settlement
Shares, and on Feb. 28, 2013, the Company issued and delivered to
Hanover another 100,000 Additional Settlement Shares.

Since the issuance of the Initial Settlement Shares and Additional
Settlement Shares, Hanover demonstrated to the Company's
satisfaction that it was entitled to receive another 100,000
Additional Settlement Shares based on the adjustment formula
described above, and that the issuance of such Additional
Settlement Shares to Hanover would not result in Hanover exceeding
the beneficial ownership limitation.  Accordingly, on March 4,
2013, the Company issued and delivered to Hanover 100,000
Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

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

                        http://is.gd/AhBhAb

                         About FreeSeas Inc.

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

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

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

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


FTLL ROBOVAULT: March 21 Hearing on Use of More Cash
----------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Barry E. Mukamal, Chapter
11 trustee for FTLL Robovault, LLC, to use cash collateral of
Florida Asset Resolution Group, LLC.

FARG has consented to the use of cash collateral in accordance
with the budget, provided however, trustee may, without further
order of the Court (i) exceed any line item on the budget by an
amount equal to 10% of the line item; or (ii) exceed any line item
by more than 10% so long as the total amounts in excess of all
line items for the budget do not exceed 10% in the aggregate of
the total budget.

FARG asserts that it is owed $22,665, as of the petition date.

As adequate protection from any diminution in value of the
lender's collateral, FARG is granted a replacement lien on and in
all property acquired or generated postpetition to the same
extent, validity and priority and of the same kind and nature as
it would have had prior to the filing of the bankruptcy case.

A hearing will be held March 21, 2013, at 1:30 p.m., to consider
the Debtor's continued use of cash collateral.

                       About FTLL RoboVault

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Developer Marvin Chaney signed
Chapter 11 petitions for Robo Vault and affiliate Off Broward
Storage.  The companies own modern storage warehouses in Fort
Lauderdale.  The Debtor disclosed $15,289,150 in assets and
$23,934,952 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

Bankruptcy Judge Raymond B. Ray initially presided over the case.
On Nov. 19, the case was transferred to Judge John K. Olson.

Lawrence B. Wrenn, Esq., served as the Debtor's counsel.  In
November, Donald F. Walton, the U.S. Trustee for Region 21, sought
and obtained approval from the U.S. Bankruptcy Court to appoint
Barry E. Mukamal as Chapter 11 trustee.  Following the Chapter 11
Trustee's appointment, Mr. Wren voluntarily dismissed himself in
the Debtor's bankruptcy case.


GARLOCK SEALING: Wins Access to Client List in Asbestos Cases
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Garlock Sealing Technologies LLC won an appeal last
week in U.S. District Court in Delaware designed to help build a
defense to mesothelioma claims in its Chapter 11 reorganization
pending in North Carolina.

The report recounts that Garlock filed under Chapter 11 in June
2010 to deal with 100,000 asbestos claims.  To prove that asbestos
liability isn't so large as victims' lawyers claim, Garlock sought
the identities of claimants in nine other asbestos cases pending
in Delaware.  U.S. Bankruptcy Judge Judith K. Fitzgerald from
Pittsburgh has been handling the nine Delaware cases.  Last year,
Judge Fitzgerald denied a request by Garlock to see client lists
that were filed by lawyers under Bankruptcy Rule 2019.  The client
lists were filed under seal and weren't available to the public.
Garlock appealed.

According to the report, U.S. District Judge Leonard P. Stark
ruled in a 31-page opinion on March 1 that it was an error for
Judge Fitzgerald to deny access to the client lists.  Judge Stark
placed restrictions on the use of the client lists to protect the
clients' privacy rights.

The report notes that Judge Stark differed with Judge Fitzgerald
in several respects.  First, he said it wasn't necessary for
Garlock to be a creditor to gain information filed in other
asbestos bankruptcies under seal.  He pointed to law from the U.S.
Court of Appeals in Philadelphia saying that third parties,
including the press, have the right to demand access to court
papers under seal.  Once documents are filed, there is a
presumption of access by the public, Judge Stark said.

Judge Stark, the report notes, said access may be denied only when
there is a "clearly defined and serious injury" to the party
seeking to keep the paper a secret.  In the case before him, Stark
said the need for secrecy didn't outweigh the right to public
access.

The judge said it didn't matter that Garlock was seeking access
for a purpose other than the one for which Rule 2019 was designed.
To protect the claimants, Judge Stark is allowing Garlock to use
the lists only with regard to the estimation trial currently
scheduled to start in July.  At the trial, the judge will estimate
the amount of asbestos claims against Garlock.

Garlock may not disclose the identity of any claimant and won't be
permitted to see engagement agreements where the clients hired
their lawyers.  Judge Stark said that the limitations "should
largely (if not entirely) prevent identity theft and other harms."

Mr. Rochelle notes that Garlock's estimation trial is a prelude to
an attempt at confirming a Chapter 11 plan under which the company
has been saying that present and future claims will be paid in
full.  Garlock argues that the type of encapsulated asbestos
contained in the gaskets "could not become airborne in sufficient
amounts to cause disease."  The company believes that exposure
from its products "was dwarfed" by other products "typically used
in proximity to gaskets."

Judge Stark's opinion was made in In re Motions for Access of
Garlock Sealing Technologies LLC, 11-1120, U.S. District Court,
District of Delaware (Wilmington).

                       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.


GELTECH SOLUTIONS: Michael Reger Hikes Equity Stake to 41.7%
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Michael Lloyd Reger disclosed that, as of
Feb. 27, 2013, he beneficially owns 15,538,340 shares of common
stock of GelTech Solutions, Inc., representing 41.7% of the shares
outstanding.  Mr. Reger previously reported beneficial ownership
of 14,252,626 common shares or a 40.6% equity stake as of Feb. 1,
2013.

On Feb. 27, 2013, Mr. Reger purchased 1,285,714 shares of common
stock from the Company for $450,000.

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

                        http://is.gd/XFzNNx

                          About GelTech

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

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

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


GENERAL MOTORS: Bankr. Judge Sides With JPMorgan in Lien Challenge
------------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York granted JPMorgan's motion for
summary judgment in the lawsuit captioned, OFFICIAL COMMITTEE OF
UNSECURED CREDITORS OF MOTORS LIQUIDATION COMPANY, Plaintiff, v.
JPMORGAN CHASE BANK, N.A., et al., Defendants, Case No. 09-50026
(REG), Jointly Administered, Adversary Proceeding Case No.
09-00504 (REG).

In this adversary proceeding under the umbrella of the Chapter 11
case of Motors Liquidation Company, formerly known as General
Motors Corporation, the Unsecured Creditors Committee seeks a
determination that the principal lien securing a syndicated $1.5
billion term loan that had been made to GM in November 2006 was
terminated in October 2008, before the filing of GM's chapter 11
case -- thereby making most of the $1.5 billion in indebtedness
under the Term Loan unsecured.  The defendants are the syndicate
members who together made the Term Loan and JPMorgan, the agent
under the facility.

The action presents issues as to Uniform Commercial Code filings
that are commonly used in secured financings: a UCC-1 initial
financing statement, with which a security interest can be
perfected, and a UCC-3 financing statement amendment, with which,
among other things, the effectiveness of an earlier UCC-1 may be
brought to an end.

Judge Gerber's ruling noted that, in connection with the payoff of
a GM "synthetic lease", which was one-tenth of the size of the
Term Loan and wholly unrelated to it, the batch of several UCC-3
to be filed to terminate liens on Synthetic Lease collateral (and
which thereafter were filed) mistakenly included one UCC-3 which
would terminate a UCC-1 -- referenced only by its 8-digit filing
number -- that did not have any connection to the Synthetic Lease.
The UCC-1 was instead the principal UCC-1 securing the Term Loan.

Because the UCC-1 whose filing number was referenced in the
Unrelated UCC-3 related to the Term Loan, and not the Synthetic
Lease, the Court must decide, notwithstanding the absence of
anyone's intention to affect the Term Loan, whether the perfection
of the principal lien securing the Term Loan nevertheless came to
an end.

Both sides moved for summary judgment.

On March 1, 2013, the Court concluded, based on the undisputed
facts and under the applicable law, that JPMorgan did not
authorize the termination of the UCC-1 with respect to the Term
Loan, and that anything JPMorgan said or did in connection with
the payoff of the Synthetic Lease was not effective in bringing
the UCC-1 securing the Term Loan to come to an end.

The Committee's motion for partial summary judgment is denied.

"Pursuant to Fed. R. Civ. P. 58 (made applicable to this adversary
proceeding by Fed. R. Bankr. P. 7058), the Court is today entering
a separate standalone judgment consistent with its first ruling,
denying the relief sought by the Committee in its complaint. The
Court is also today entering an order with respect to the
underlying cross-motions, which includes a decretal paragraph,
consistent with the Court's second ruling, denying the Committee's
motion for partial summary judgment," Judge Gerber said.

The Court is certifying its judgment for direct appeal to the
Second Circuit.

Barry N. Seidel, Esq. -- seidelb@dicksteinshapiro.com -- Eric B.
Fisher, Esq. -- fishere@dicksteinshapiro.com -- and Katie L.
Cooperman, Esq. of DICKSTEIN SHAPIRO LLP, at New York, New York,
represent the Official Committee of Unsecured Creditors of Motors
Liquidation Company.

John M. Callagy, Esq. -- jcallagy@kelleydrye.com -- Nicholas J.
Panarella, Esq. -- npanarella@kelleydrye.com -- Martin A.
Krolewski, Esq. -- mkrolewski@kelleydrye.com -- of KELLEY DRYE &
WARREN LLP, at New York, New York, represent JPMorgan Chase Bank,
N.A.

A copy of the Bankruptcy Court's March 1, 2013 Decision is
available at http://is.gd/6YckCDfrom Leagle.com.

                     About General Motors

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

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

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GMX RESOURCES: Misses Interest Payment, Warns Possible Bankruptcy
-----------------------------------------------------------------
GMX Resources Inc. failed to pay an interest payment due on its
Senior Secured Second-Priority Notes due 2018.  The 2018 Notes are
governed by an Indenture dated as of Sept. 19, 2012, among the
Company and U.S. Bank National Association, as trustee and
collateral agent.

The Company had the option to pay this interest payment in cash,
in shares of common stock of the Company or in a combination of
cash and shares of common stock.  If the Company paid this
interest payment entirely in cash, the aggregate amount of cash
would be approximately $2.1 million.  If the the Company paid this
interest payment entirely in shares of common stock, the aggregate
fair market value of the shares would be approximately $2.8
million.

Under the terms of the 2018 Notes Indenture, the failure to pay
the interest payment does not constitute an Event of Default
unless the failure is ongoing for 30 days.  However, under Section
5.01 of the First Supplemental Indenture, dated Oct. 28, 2009,
between the Company and The Bank of New York Mellon Trust Company,
N.A., as trustee, governing the Company's 4.50% Senior Convertible
Notes due 2015, any failure to pay the principal or interest on
any indebtedness in excess of $10 million in the aggregate of the
Company when due and payable constitutes an Event of Default under
the 2015 Notes Indenture.  Under Section 5.02 of the 2015 Notes
Indenture, if an Event of Default occurs and is continuing, then
the trustee or holders of not less than 25% of the aggregate
principal amount of the outstanding 2015 Notes may declare the
principal plus any accrued and unpaid interest on the 2015 Notes
to be immediately due and payable.  The Company currently has
approximately $48.3 million of 2015 Notes outstanding.

The acceleration of the principal plus accrued and unpaid interest
on the 2015 Notes, would also constitute Events of Default as
defined under other instruments governing the Company's
indebtedness.  Under Section 6.1(6)(b) of the First Supplemental
Indenture dated as of Dec. 7, 2012, among the Company, the
Guarantors party thereto and U.S. Bank National Association, as
trustee and collateral agent, which governs the Company's Senior
Secured Notes due 2017, any default under those debt instruments
which results in the acceleration of such indebtedness prior to
its maturity constitutes an Event of Default.  The failure to pay
principal of, or interest on, such indebtedness prior to the
expiration of the grace period provided in such indebtedness would
also constitute an Event of Default under Section 6.1(6)(a) of the
2017 Notes Indenture.  Under Section 6.2 of the 2017 Notes
Indenture, if an Event of Default occurs and is continuing, then
the trustee may in its discretion or upon request of holders of
not less than 25% of the aggregate principal amount of the
outstanding 2017 Notes will, on behalf of the holders, declare the
principal plus any accrued and unpaid interest on the 2017 Notes
to be immediately due and payable.  The Company currently have
approximately $324.3 million of 2017 Notes outstanding.

Similarly, under Section 6.1(6)(b) of the 2018 Notes Indenture,
any default under those debt instruments which results in the
acceleration of such indebtedness prior to its maturity
constitutes an Event of Default.  The failure to pay principal of,
interest on, such indebtedness prior to the expiration of the
grace period provided in such indebtedness would also constitute
an Event of Default under Section 6.1(6)(a) of the 2018 Notes
Indenture.  Under Section 6.2 of the 2018 Notes Indenture, if an
Event of Default occurs and is continuing then the trustee may in
its discretion or upon request of holders of not less than 25% of
the aggregate principal amount of the outstanding 2018 Notes
shall, on behalf of the holders, declare the principal plus any
accrued and unpaid interest on the 2018 Notes to be immediately
due and payable.  The Company currently has approximately $51.5
million of 2018 Notes outstanding.

The Company has engaged Jefferies & Company, Inc., as financial
advisor to assist the Board and senior management in its ongoing
exploration of financing alternatives, including a potential
restructuring of the Company's balance sheet in light of its
current liquidity and cash needs.  If the Company is not able to
successfully implement a consensual alternative for restructuring
its balance sheet, or in order for the Company to implement a
financial alternative, the Company may voluntarily seek protection
under the U.S. Bankruptcy Code.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Oklahoma City-based
GMX Resources Inc. to 'CCC' from 'SD' (selective default).

"The rating on GMX Resources Inc. reflects our assessment of the
company's 'weak' liquidity, 'vulnerable' business risk, and
'highly leveraged' financial risk," said Standard & Poor's credit
analyst Paul Harvey.


GRAFTECH INT'L: Earnings Forecast No Impact on Moody's 'Ba1' CFR
----------------------------------------------------------------
Moody's Investors Service reports that GrafTech International
Ltd.'s earnings guidance for 2013 is credit negative, but does not
impact the ratings or outlook at present.

Moody's upgraded GrafTech's Corporate Family Rating to Ba1 and
rated its $570 million senior secured revolving credit facility
Baa3 (LGD3, 35%) on December 2, 2011.

GrafTech International Ltd. manufactures graphite electrodes,
refractory products, needle coke products, advanced graphite
materials, and natural graphite products. Headquartered in Parma,
Ohio, GrafTech generated revenues of approximately $1.2 billion in
2012.


HAMDEN, CT: Pension Fund Facing Bankruptcy in 5 Years
-----------------------------------------------------
Michael Bellmore, writing for the New Haven Register, reports that
the town of Hamden's pension fund is at a crisis point.  The fund
is valued at $56 million. It should be $400 million.  If the town
did nothing, the fund would be bankrupt in five years, said Curt
Leng, the town's chief administrative officer.  According to Mr.
Leng, the pension crisis is a result of five past administrations'
failure to pay into the fund the proper amount.

According to the report, Mr. Leng said the town is supposed to pay
$28 million into the fund next year.  Doing so would require a $4
million tax increase.  Property owners with a house assessed at
$200,000 would pay an additional $800 in taxes next year.

The report relates town officials have hired The Segal Co., a
benefits and human resources consulting company in New York, to
develop strategies to address the pension woes.  Segal's plan, the
report relates, would still require a $4 million increase, but it
would be spread over six years.  Taxpayers with a $200,000
assessment would pay an additional $150 in taxes annually.

The report notes Segal presented 15 proposals aimed at addressing
the problem.  However, only a few would solve the problem within
30 years.  The town must accept a cash infusion and reduce the
benefits of current municipal employees, according to Segal's
proposal. All options center on the town receiving a $115 million
pension obligation bond from the state. This POB will immediately
bolster the pension fund.


HANRA INVESTMENTS: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hanra Investments, Inc.
        c/o Henry Kim
        18021 Alderwood Parkway, Suite A101
        Lynnwood, WA 98037

Bankruptcy Case No.: 13-11886

Chapter 11 Petition Date: March 4, 2013

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  500 Union Street, Suite 502
                  Seattle, WA 98101
                  Tel: (206) 624-0088
                  E-mail: paralegal@wellsandjarvis.com

Scheduled Assets: $9,320,000

Scheduled Liabilities: $8,951,082

A copy of the Company's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wawb13-11886.pdf

The petition was signed by Hansung Kim, president.


HARLAN LABORATORIES: S&P Cuts CCR to 'B-' & Rates Facilities 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Indianapolis, Ind.-based Harlan Laboratories Inc. to 'B-
' from 'B'.  The outlook is negative.

At the same time, S&P assigned the company's new senior secured
credit facilities (consisting of a $20 million revolving credit
facility due 2016 and a $200 million term loan due 2016) its 'B-'
issue-level rating with a recovery rating of '3', indicating S&P's
expectation for meaningful (50%-70%) recovery in the event of a
payment default.

In addition, S&P assigned the company's second-lien term loan its
'CCC+' issue-level rating with a recovery rating of '5',
indicating S&P's expectation for modest (10%-30%) recovery in the
event of a payment default.

The downgrade reflects S&P's expectation that cash flows will be
minimal under the new capital structure, and that EBITDA growth
will be insufficient to enable Harlan to generate cash to repay
debt over the near term.

"This is a departure from our previous belief that Harlan could
sustain discretionary cash flows of about $15 million, which would
allow the company to modestly reduce leverage over time," said
Standard & Poor's credit analyst Shannan Murphy.

The ratings on Harlan reflect the company's highly leveraged
financial risk profile, characterized by leverage of about 6.6x as
of Dec. 31, 2012, and S&P's expectation that discretionary cash
flow will be negative in 2013 and minimal in 2014.  It also
reflects S&P's assessment that Harlan has a vulnerable business
risk profile, which incorporates S&P's belief that the company
lacks scale and business diversity, and competes in some markets
and service lines against some larger and better-financed
competitors.

"We now expect Harlan's 2012 operating results to fall short of
our initial expectations, which assumed that the company would see
stronger sales growth on a sequential and year-over-year basis in
the second half of 2012.  While the research models (RMS) segment
performed in line with our expectations, Harlan's contract
research services (CRS) segment had a very weak fourth quarter,
reflecting ongoing demand weakness from pharmaceutical customers
and operational missteps in the agrochemicals business.  We now
expect 2013 revenues to decline about 2.5%, reflecting another
weak year for CRS and a product exit in RMS (absent the product
exit, we think this business would be about flat).  While we think
EBITDA margins will improve about 100 basis points from 2012
levels due to cost savings actions begun in 2012, we expect that
funds from operations to total debt will normalize in the mid- to
high-single digits and that free operating cash flow will be
negative in 2013 and minimal in 2014 due to heavy debt service
requirements," S&P said.

"Pro forma the refinancing, Harlan's leverage is unchanged at
about 6.6x and we expect pro forma funds from operations to total
debt to normalize in the mid-single digits, consistent with our
assessment of a highly leveraged financial risk profile.  Harlan's
vulnerable business risk profile reflects its position as a
smaller player in the preclinical segment of the contract research
organization (CRO) business.  In both its RMS and CRS business, it
competes against larger and financially stronger companies,
including Charles River Laboratories.  Harlan lacks the economies
of scale and business diversity that contribute to Charles River's
fair business risk profile.  While Harlan's RMS segment is a solid
number two player in research models, its CRS segment is a small,
niche player in contract research services, a market that we view
as very competitive and subject to excess supply," S&P added.


HARRISON, NJ: Moody's Lifts Rating on Obligation Bonds to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the Town of Harrison's (NJ)
rating to Ba1 from Ba2 on $35.8 million of long-term general
obligation bonds outstanding. The outlook is positive.

Ratings Rationale:

The upgrade to Ba1 reflects the town's improved financial
flexibility, evidenced by positive fiscal 2012 unaudited financial
results, augmented reserves and excess levy capacity above the
property tax levy cap. This flexibility is particularly important
as the town continues to face legal challenges, albeit to a lesser
degree, from its largest tax payer, Red Bull Park, Inc.

The positive outlook will consider the town's continued
maintenance of financial flexibility as litigation with Red Bull
Park remains ongoing. It will also factor in the adoption and
execution of structurally sound budgets moving forward.

Strengths

- Tax Appeal Reserve of $4.1 million

- Demonstrated support from state for cash flow financing
   efforts

- Recent structural improvements to financial operations

- Additional financial flexibility afforded by a levy cap bank
   of $4.2 million (as of the working 2013 budget)

Challenges

- Enterprise and development-related risk

- Significant debt with high annual debt service

- Ongoing uncertainties regarding Red Bull Park's appeal to
   recent court ruling

- Short duration of improved financial operations

Outlook

The positive outlook reflects Moody's expectation that the Town of
Harrison will continue to maintain sufficient financial
flexibility as litigation with Red Bull Park Inc. remains ongoing.
Future rating reviews will consider the adoption and execution of
structurally sound budgets moving forward.

What Could Move The Rating Up?

- Maintenance of additional financial flexibility to offset
   potential liabilities associated with Red Bull litigation

- Favorable adjudication of the Red Bull litigation

- Continued collection of historical and projected developer
   PILOT payments and reimbursements

- Sustained improvement in financial operations with growth in
   Current Fund balance and reduced reliance on cash flow
   borrowing

What Could Move The Rating Down?

- Limited future market access for cash flow borrowing or
   increased cash flow borrowing in relation to the budget

- Unfavorable result from Red Bull appeal with detrimental
   financial result

- Weakened financial operations

- Future debt issuances that materially increase the town's debt
   burden

- Further deterioration of the town's tax base

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


HEARTHSTONE HOMES: Wells Fargo to Get Sales Proceeds
----------------------------------------------------
Judge Thomas L. Saladino of the U.S. Bankruptcy Court for the
District of Nebraska granted a motion for distribution of sales
proceeds to Wells Fargo Bank, N.A. in the Chapter 11 case of
Hearthstone Homes, Inc.

On the date of its bankruptcy filing, Hearthstone was indebted to
Wells Fargo pursuant to the terms of a December 10, 2010,
promissory note in the amount of $17,500,000. The note was secured
by a perfected security interest in, among other things, various
real estate lots and the improvements.  Wells Fargo's security
interest included a modification to a deed of trust recorded
against the real estate and improvements located at 6468 Elmhurst
Drive, Omaha, Nebraska, on February 2, 2010.

On March 6, 2012, Hearthstone filed a motion to sell three houses
free and clear of liens, one of which was the Property.  The
motion requested that liens attach to the proceeds of the sale in
the same priority as they attached to the real estate.
Subsequently, the sale closed and the net proceeds of $157,983 are
being held in escrow.  The motion requests distribution of all
such funds to Wells Fargo.

Hiller Electric Company and Nelson Builders Inc. objected
to the motion. Hiller Electric asserted various theories as to why
the construction lien claimants should have priority over Wells
Fargo's deed of trust lien.  Alternatively, Hiller Electric argues
that Wells Fargo should only have a prior lien for the amount of
its "release price" for the subject lot.

"Since the motion to sell was quite clear that liens would attach
to the sale proceeds in the same order of priority as the liens
attached to the real estate, and since this court has previously
determined that Wells Fargo's deed of trust liens are prior and
superior to Hiller Electric's construction lien claims, Wells
Fargo's motion must be granted," ruled Judge Saladino.

"The remaining proceeds from the sale of 6468 Elmhurst Drive,
Omaha, Nebraska, currently held in escrow, less any amounts held
for the benefit of the homeowner, will be distributed to Wells
Fargo," he added.

A copy of the Court's February 28, 2013 Order is available at
http://is.gd/R7H6bAfrom Leagle.com.

                   About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that Hearthstone Homes sought bankruptcy
protection after a deal to sell the company fell through.
Hearthstone Homes' principal business activities have been the
purchase, development and sale of residential real property for
40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

The Official Committee of Unsecured Creditors was appointed on
March 2, 2012.  Gross & Welch, P.C., L.L.O., represents the
Committee.

On March 9, 2012, Wells Fargo Bank filed a motion to appoint a
Chapter 11 trustee, saying the Debtor had no unencumbered assets,
no cash, and no present source of income.  On March 13, an order
was entered granting the motion to appoint a Chapter 11 trustee.
The U.S. Trustee, through consultation with creditors, selected
C. Randel Lewis to be the Chapter 11 trustee, which was approved
by the Court on March 21, 2012.


HORIZON LINES: Pioneer Global Owns 83% Class A Shares at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Pioneer Global Asset Management S.p.A. (PGAM)
and its affiliates disclosed that, as of Dec. 31, 2012, they
beneficially own 125,264,987 shares of Class A Common Stock of
Horizon Lines, Inc., representing 83.6% of the shares outstanding.
Pioneer Global previously reported beneficial ownership of
5,733,439 Class A shares as of Dec. 31, 2011.  A copy of the
amended filing is available for free at http://is.gd/4P2eS1

                        About Horizon Lines

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

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

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

                            Refinancing

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

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

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

                           *     *     *

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

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


HOSTESS BRANDS: Withdraws Cash Motion as Per Stipulation
--------------------------------------------------------
Hostess Brands, Inc., et al., notified the U.S. Bankruptcy Court
for the Southern District of New York that they had withdrawn
their motion for permission to use of ACE American Insurance
Company's cash collateral nunc pro tunc as of Nov. 1, 2012.

According to the Debtors, the withdrawal is pursuant to paragraph
5 of the Second ACE stipulation.

The Debtors noted that on Jan. 17, 2013, the Court entered the
stipulation and agreed order providing for and approving the
settlement of the motion of Debtors for entry of an order
permitting the debtors to use cash collateral of ACE
American Insurance Company.  The Second ACE Stipulation (a)
resolved the issues between the Debtors and ACE presented by the
motion; (b) adjourned the hearing on the motion to March 19, 2013;
and (c) contemplated the Debtors' withdrawal of the Motion once
the Second ACE Stipulation had become a final order not subject to
appeal after the expiration of all applicable appeal periods.  The
Second ACE Stipulation became a final order on Jan. 31, 2013.

                       About Hostess Brands

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

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

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

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

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

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

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

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

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.


HOWREY LLP: Appeal Taken in Dispute v. Paul Alexander et al.
------------------------------------------------------------
On Jan. 28, 2013, a Notice of Appeal was filed in Howrey LLP
Bankruptcy Case No. 11-31376, Chapter 11, Honorable Dennis
Montali.  The transmittal of the record was received by the
District Court and filed Jan. 31, 2013.  On Feb. 4, 2013, a Notice
of Appeal was filed in Howrey Claims, LLC v. Paul Alexander et
al., Case No. 12-3155, Honorable Dennis Montali.  The transmittal
of the record was received by the Court and inadvertently filed by
the Clerk of the Court in the case on Feb. 7, 2013.

In a March 4, 2013 Order, District Judge Saundra Brown Armstrong
directed the Clerk of Court to open a new case for the Notice of
Appeal filed in Howrey Claims, LLC v. Paul Alexander et al., Case
No. 12-3155, Honorable Dennis Montali.

The appeal before the District Court is, In re HOWREY LLP, Debtor,
Case No. C 13-00449 SBA (N.D. Cal.).  A copy of the Court's ruling
is available at http://is.gd/AeVwpRfrom Leagle.com.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


HRAF HOLDINGS: Western Rock Has No Valid Lien on Cash Proceeds
--------------------------------------------------------------
In the lawsuit, HRAF HOLDINGS, LLC, and HARBOR REAL ASSET FUND, LP
Plaintiffs, v. GOODWORK CONSTRUCTION, INC., a Utah Corporation,
and STAKER & PARSON COMPANIES, d/b/a WESTERN ROCK PRODUCTS, a Utah
Corporation, Defendants, Adv. Proc. No. 13-02030 (Bankr. D. Utah),
the Bankruptcy Court ruled that Western Rock does not hold a valid
and enforceable lien or interest in the cash proceeds; and the
Reorganized Debtor's interests in and to the Cash Proceeds is
superior in right and priority to any and all interests claimed by
Western Rock.  A copy of the Court's March 4, 2013 Order is
available at http://is.gd/LoMhDHfrom Leagle.com.

On Jan. 12, 2012, Judge R. Kimball Mosier confirmed the First
Amended Plan of Reorganization filed jointly by HRAF Holdings and
Harbor Real Asset Fund.  The Plan was filed Sept. 26, 2011.  The
Dec. 5, 2011 edition of the Troubled Company Reporter outlined the
terms of the Plan.  Through the Joint Plan, the Debtors intend to
substantively consolidate their assets and liabilities and to then
repay creditors in full with the proceeds of the liquidation of
their assets, while preserving the pre-confirmation priorities of
creditors and interest holders.  The Reorganized Debtor may, but
is not required to, formalize the consolidation of HRAF and Harbor
by filing articles of merger, articles of dissolution or other
corporate filings, as the Reorganized Debtor may determine in its
sole discretion.

Since the Petition Date, HRAF has sold certain real property owned
by it as of the Petition Date for the aggregate purchase price of
$3,097,500, and currently is holding $2,579,696 in its bank
accounts.

The Debtors propose to liquidate their remaining real estate
holdings and other assets in an orderly process designed to
maximize returns to all stakeholders.  The Reorganized Debtor will
pay in full the claim of Loan Acquisitions Group LLC no later than
Sept. 9, 2015, and the Reorganized Debtor also will make an
initial distribution to LAG and other unsecured creditors of HRAF,
if any, within 30 days after the Effective Date.  Other secured
creditors (primarily real estate taxing authorities) will be paid
in full either (a) at the closing of the sales of the Reorganized
Debtor's real property assets, or (b) on the first Interim
Distribution Date following the closing of a sale of property upon
which they hold a lien.

Holders of Class 2 Allowed General Unsecured Claims as against
HRAF will be paid the full amount of their claim as of the
Petition Date, but will not be paid post-petition interest on
their Claims.

Holders of Class 23 Allowed General Unsecured Claims as against
Harbor will be paid the full amount of their claim as of the
Petition Date to the extent the Reorganized Debtor has sufficient
cash remaining after distributions to the holders of Secured
Claims and Priority Claims.  The holders of Allowed Class 23
Claims will not be paid post-petition interest on their Claims.

A copy of the First Amended Plan is available for free at:

        http://bankrupt.com/misc/hraf.firstamendedplan.pdf

                      About HRAF Holdings

Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Utah Case No. 10-32433) on
Sept. 9, 2010.  HRAF disclosed $18,423,000 in assets and
$10,989,436 in liabilities as of the Chapter 11 filing.  Michael
R. Johnson, Esq., at Ray Quinney & Nebeker P.C., in Salt Lake
City, represented HRAF Holdings, LLC.

Affiliate Harbor Real Asset Fund L.P. filed for Chapter 11
bankruptcy protection (Bankr. D. Utah Case No. 10-32436) on
Sept. 9, 2010.  George Hofmann, Esq., Matthew M. Boley, Esq., and
Steven C. Strong, Esq., at Parsons Kinghorn Harris, in Salt Lake
City, represented Harbor Real Asset Fund, LP.

The two cases are consolidated and jointly administered under the
case of HRAF.

The U.S. Trustee for Region 19 had sought dismissal of the Chapter
11 case of HRAF Holdings and Harbor or, in the alternative,
conversion of the Debtors' case to Chapter 7 proceedings.


IMPLANT SCIENCES: Maturity of DMRJ Debt Extended Until 2014
-----------------------------------------------------------
Implant Sciences Corporation has renegotiated its credit
agreements with its senior secured investor, DMRJ Group LLC.

On Feb. 28, 2013, Implant Sciences concluded an agreement with
DMRJ to extend the maturity of all remaining Implant Sciences'
indebtedness by one year, to March 31, 2014.  In addition, DMRJ
has converted $12 million of currently outstanding indebtedness
under the Company's $23 million line of credit into a senior
secured convertible promissory note that is convertible into a new
Series I Convertible Preferred Stock.  The Series I Convertible
Preferred Stock is convertible into Implant Sciences' common stock
at a price of $1.18 per share.  This conversion is in addition to
the September 2012 amendment under which DMRJ converted $12
million of indebtedness under the line of credit into a Series H
Convertible Preferred Stock, which is itself convertible into
common stock at $1.09 per share.

In addition, DMRJ's rights, under certain circumstances, to
require the Company to repurchase any shares of Series H Preferred
Stock that may be issued, have been eliminated.  Finally, the
March 2009 senior convertible note, plus accrued and unpaid
interest, may, at DMRJ's option, be converted by DMRJ into a new
Series J Convertible Preferred Stock.  The amendments affecting
the March 2009 note do not affect the rate at which the March 2009
note is ultimately convertible into common stock.

DMRJ Managing Director David Levy commented, "The shipment of the
India Ministry of Defence order and the approval of the QS-B220 by
the Transportation Security Administration are significant steps
in establishing Implant Sciences as a leader in the trace
detection industry.  We are very pleased at the progress they have
made, and are proud to support them in the fight against
terrorism."

"DMRJ has been a true partner in our efforts to establish Implant
Sciences as a market leader in the homeland security and defense
market," Implant Sciences' President and CEO, Glenn D. Bolduc,
added.  "The confidence DMRJ has in Implant Sciences is explicit
with this one year extension and conversion of a portion of the
line of credit into a convertible note.  The agreements
substantially improve the Company's ability to build upon our
recent successes."

Detailed information on additional terms of the extension can be
found in the Company's Report on Form 8-K, a copy of which is
available for free at http://is.gd/wQjTad

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

                         http://is.gd/cE7mIp

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Dec. 31, 2012, showed $4.67 million
in total assets, $42.17 million in total liabilities and a $37.50
million total stockholders' deficit.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$3,562,000 in cash available from our line of credit with DMRJ at
December 31, 2012, we will require additional capital in the third
quarter of fiscal 2013 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
in its quarterly report for the period ended Dec. 31, 2012.


INNER HARBOR: $1.2B Baltimore Project Developer Granted Ch. 11
--------------------------------------------------------------
Natalie Rodriguez of BankruptcyLaw360 reported that a Baltimore
bankruptcy judge granted Chapter 11 protection on Monday to the
owner of a waterfront property slated for a $1.2 billion
development that has stalled and also faces foreclosure
proceedings over a loan secured by the land.

The report related that with the order, Judge Robert A. Gordon
granted Inner Harbor West LLC's request to convert an involuntary
Chapter 7 case launched by Dixie Construction Co. and land-use law
firm C. Frye Associates LLC. A meeting of the creditors is
scheduled for April 10, the report also related.

                      About Inner Harbor

Inner Harbor West LLC became the subject of a Chapter 7
involuntary bankruptcy petition filed by two creditors: C. Frye
Associates, LLC, and Dixie Construction.  The involuntary Chapter
7 bankruptcy case, filed on Feb. 8, 2013, is assigned Bankr. D.
Md. Case No. 13-12198.

Jeffrey M. Sirody, Esq., represents Inner Harbor West in the
bankruptcy case.

The petitioning creditors are represented by Marc A. Ominsky,
Esq., at The SOS Law Group, in Columbia, Maryland.


INTEGRATED FREIGHT: Asher Discloses 9.9% Equity Stake at March 4
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Asher Enterprises, Inc., disclosed that, as of
March 4, 2013, it beneficially owns 3,843,361 shares of common
stock of Integrated Freight Corporation representing 9.99% based
on the total of 38,472,089 outstanding shares of Common Stock.  A
copy of the filing is available at http://is.gd/vukwzG

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of $3.14
million on $17.33 million of revenue.

The Company's balance sheet at Dec. 31, 2011, showed
$11.70 million in total assets, $26.29 million in total
liabilities and a $14.58 million total stockholders' deficit.

In the auditors' report accompanying the financial statements for
year ended March 31, 2011, Sherb & Co., 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 suffered recurring losses and has a negative
working capital position and a stockholders' deficit.


INTERLEUKIN GENETICS: Inks Preferred Participation Pact with RHSC
-----------------------------------------------------------------
Interleukin Genetics, Inc., entered into a Preferred Participation
Agreement with Renaissance Health Service Corporation, for itself
and on behalf of certain of its affiliates and subsidiaries.
Pursuant to the Agreement, affiliates of RHSC have agreed to
reimburse the Company a fixed price for each PST(R) genetic test
that the Company processes for a customer of certain affiliates of
RHSC.  In addition, if, during the term of the Agreement, the
Company offers the PST(R) test to any other person or party for a
lower price, that lower price will then be applicable to tests
processed for a customer of certain affiliates of RHSC for the
remainder of the term of the Agreement.  The pricing arrangement
is subject to the satisfaction of certain milestones, including
that:

    (i) within a specified timeframe, RHSC affiliates must develop
        and offer dental benefit plans for which a significant
        portion of that affiliate's clients are eligible that
        provides for use of the PST(R) test and reimbursement of
        the test at the agreed upon price; and

   (ii) prior to a specified date, RHSC affiliates will have sold
        policies for Reimbursed Dental Plans for the year
        starting Jan. 1, 2014.

The Company has agreed that for a one year period starting on the
date on which RHSC affiliates first offer a Reimbursed Dental
Plan, the Company will make the PST(R) test available solely to
RHSC affiliates and not to any other third party or person.

The Agreement has a term of three years beginning on Feb. 25,
2013, but may be terminated earlier (i) upon the mutual written
agreement of the Company and RHSC, (ii) if either party becomes
the subject of bankruptcy, insolvency, liquidation or other
similar proceedings, or (iii) in the event of an uncured breach of
the Agreement by either party.

The timing of any revenues that the Company may receive under this
Agreement is dependent upon the timing of the offering of
Reimbursed Dental Plans, which timing is very uncertain at this
time.  The Company does not expect to receive any significant
revenues under this Agreement until the first quarter of 2014 at
the earliest, and the timing of any such revenues may be
substantially later.

On June 29, 2012, the Company entered into a Stock Purchase
Agreement with an affiliate of RHSC, pursuant to which the Company
sold 500,000 shares of Series B convertible preferred stock,
$0.001 par value per share, to that affiliate at a purchase price
of $6.00 per share.  Pursuant to the terms of the Purchase
Agreement and of the Series B Stock, Goran Jurkovic, the Chief
Financial Officer of RHSC, was elected as a director of the
Company.

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Following the Company's financial results for the year ended
Dec. 31, 2011, Grant Thornton LLP, in Boston, Massachusetts,
expressed substantial doubt about Interleukin Genetics' ability to
continue as a going concern.  The independent auditors noted that
the Company incurred a net loss of $5.02 million during the year
ended Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $12.27 million and its
total liabilities exceeded total assets by $11.4 million.

The Company reported a net loss of $5.0 million for 2011, compared
with a net loss of $6.0 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $3.50
million in total assets, $15.96 million in total liabilities, all
current, and a $12.45 million total stockholders' deficit.


ISTAR FINANCIAL: Enters Into $1.7 Billion Credit Agreement
----------------------------------------------------------
iStar Financial Inc. entered into a $1.707 billion senior secured
credit facility due Oct. 15, 2017, that amends and restates its
$1.82 billion senior secured credit facility due Oct. 15, 2017,
dated Oct. 15, 2012.  JPMorgan Chase Bank, N.A., acted as
administrative agent, Barclays Bank PLC, acted as syndication
agent, Bank of America, N.A., acted as documentation agent, and
J.P. Morgan Securities LLC and Barclays Bank PLC acted as joint
physical bookrunners and, together with Merrill Lynch, Pierce,
Fenner & Smith Incorporated., as joint lead arrangers and
bookrunners, of the New Credit Facility.

The New Credit Facility amends the Original Credit Facility by:
(i) reducing the interest rate from LIBOR plus 4.5%, with a 1.25%
LIBOR floor, to LIBOR plus 3.50%, with a 1.00% LIBOR floor; and
(ii) extending the call protection period for the lenders from
Oct. 15, 2013, to Dec. 31, 2013.

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

                        http://is.gd/260HeE

                       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.

The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.

iStar Financial's balance sheet at Sept. 30, 2012, showed $6.94
billion in total assets, $5.52 billion in total liabilities,
$14.20 million in redeemable noncontrolling interests, and $1.40
billion in total equity.

                           *     *     *

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.


J & B PROPERTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: J & B Property Management, LLC
        5411 Jackwood Drive
        San Antonio, TX 78238

Bankruptcy Case No.: 13-50538

Chapter 11 Petition Date: March 4, 2013

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

Judge: Ronald B. King

Debtor's Counsel: William R. Davis, Jr., Esq.
                  LANGLEY & BANACK, INC.
                  745 E. Mulberry Avenue, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: wrdavis@langleybanack.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by James L. Rizzuto, managing member.


J.C. PENNEY: Board Said to Be Mulling Sale, Replacing CEO
---------------------------------------------------------
The Wall Street Journal's Dana Mattioli reports that people
familiar with the matter said members of J.C. Penney Co.'s board
will consider selling the company or replacing the chief executive
if a deep drop in sales can't be reversed this year.  The group
includes activist hedge-fund manager William Ackman, who as
Penney's largest shareholder was instrumental in establishing Ron
Johnson as CEO.

According to WSJ, one of the people familiar with the board's
thinking said Penney's board is closely evaluating sales and
merchandising results over the next six months.  The Joe Fresh
boutiques will open later this month.  In May, Penney's makeover
to its home department will be complete.  The board is hoping
these two new additions, combined with the reintroduction of
regular discounts, could kick start results, the person said.

The people familiar with the matter told WSJ that if sales
continue to falter through the year, the board will consider other
options, including replacing Mr. Johnson or even attempting to
sell the 110-year-old department-store chain.

According to WSJ, the development follows a dismal first year
under Mr. Johnson's leadership and comes as fellow activist Steven
Roth's Vornado Realty Trust, Penney's second largest shareholder,
on Monday dumped more than 40% of its stake.

The report notes the board has 10 members aside from the CEO.  Mr.
Johnson didn't respond to a request for comment. Penney declined
to comment.

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico. Revenues are about $14 billion.

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.


JET PLASTICA: MCG Gets $11 Mil. in Payment Following Liquidation
----------------------------------------------------------------
MCG Capital Corporation on March 5 disclosed that in April 2012,
Jet Plastica Investors, LLC liquidated substantially all of its
assets.  Including the proceeds from the liquidation, the Company
received $11.0 million in payments on its senior debt resulting in
a $90.8 million realized loss and a $91.3 million reversal of
unrealized depreciation in the second quarter of 2012.

The disclosure was made in MCG Capital's earnings release for the
fourth quarter and year ended December 31, 2012.


KAR AUCTION: Term Loan Amendments No Impact on Moody's 'B1' CFR
---------------------------------------------------------------
Moody's Investor Service said that KAR Auction Services, Inc.'s
proposed amendment to its first lien credit agreement has no
impact on the B1 Corporate Family Rating, SGL-2 Speculative Grade
Liquidity Rating or stable ratings outlook; however, the amendment
is credit positive as it improves KAR's debt maturity profile
while reducing annual interest expense.

Headquartered in Carmel, Indiana, KAR is a leading provider of
vehicle auction services in North America. The company provides
whole car auction services (dba ADESA), salvage auction services
(dba Insurance Auto Auctions, or IAAI), and floorplan financing
(dba Automotive Finance Corporation, or AFC). In 2012, KAR
(ticker: KAR) reported revenues of nearly $2 billion.


LEHMAN BROTHERS: $2.8-Billion in Claims Changed Hands in January
----------------------------------------------------------------
Claims filed against the bankrupt estate of Lehman Brothers
Holdings Inc. traded the most and had the highest total face
value in January, according to a report by SecondMarket.  The
report said 357 LBHI claims with a total value of $2,825,562,320
traded in January.

In December, almost 500 claims totaling $4,047,258,302 filed in
the Chapter 11 cases of LBHI were traded.  For the year 2012,
LBHI recorded 11,553 claims totaling $39,226,262,604 that were
traded.  Since its Petition Date, LBHI recorded 20,620 claims
totaling $104,659,704,023 that were traded.  LBHI's brokerage
firm, Lehman Brothers Inc., recorded 156 claims totaling
$8,943,291,639 that were traded since it liquidated its assets in
September 2008.

Linda Sandler, writing for Bloomberg News, reported that court
filings showed Goldman Sachs Group Inc. units bought hundreds of
millions of dollars in claims against LBHI.  The Bloomberg report
said that among the largest trades were by Elliott Management
Corp. units and Empyrean Investments LLC, according to the
filings, made mostly over the last weekend of February.  The
report noted that the former investment bank has so far paid
creditors about 9 cents on the dollar, out of the average of 18
cents on the dollar it has said it might raise by about 2016.
The next payment is due on April 4.

                       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.


LIGHTSQUARED INC: Asks Court to Approve Rincon Agreement
--------------------------------------------------------
LightSquared Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York to approve a consignment agreement between
its subsidiaries and Rincon Technology Inc.

The agreement calls for the transfer of certain equipment owned by
LightSquared Network LLC and LightSquared Corp. to Rincon for
marketing and resale to third parties.  The equipment was acquired
by the companies for LightSquared's 4G LTE network.

Under the deal, Rincon will determine the resale price for the
equipment.  The company must provide, however, a guaranteed
minimum cash price of $570,000 to LightSquared Network and
$250,000 to LightSquared Corp.

For all equipment sold, Rincon will get 35% of the net proceeds
while the LightSquared subsidiaries will get 65%.  LightSquared
will retain title to the property until it is purchased by Rincon
for resale to a third party.

The sale is expected to generate between $1 million and
$2 million, LightSquared said in a March 5 court filing.  A copy
of the consignment agreement is available for free at
http://is.gd/hQhn5A

A court hearing is scheduled for March 19.  Objections are due by
March 12.

                      About LightSquared Inc.

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

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

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

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


LOCATION BASED TECHNOLOGIES: Sees $700,000 Revenues in Fiscal Q3
----------------------------------------------------------------
Location Based Technologies Inc. released a letter to its
shareholders from CEO, Dave Morse which discloses the following
information:

   * Combined revenues for the Company's fiscal Q1 and Q2 will
     exceed $800,000, and Q2 will be a record quarter for the
     Company.

   * The Company expects revenues for fiscal Q3 to exceed
     $700,000.

   * The Company will sell its 20,000th device in March.

   * The PF-886 has passed its testing with the military and the
     Company could begin receiving orders as soon as this summer.

   * The Company believes that AT&T and EE may place additional
     orders for products.

   * The Company expects to launch its PocketFinder in Asia this
     summer.

   * Within the next 12 months, the Company anticipates will
     likely be selling devices in the following countries:
     Ecuador, Columbia, Chile, China, the UK, South Africa,
     Australia, New Zealand and Parts of Western and Eastern
     Europe.

A copy of the letter is available for free at http://is.gd/Y9esVD

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

The Company's balance sheet at Nov. 30, 2012, showed $4.72 million
in total assets, $7.35 million in total liabilities, and a
$2.62 million total stockholders' deficit.


LODGENET INTERACTIVE: Financing Approval Sought
-----------------------------------------------
BankruptcyData reported that LodgeNet Interactive filed with the
U.S. Bankruptcy Court a motion to (i) enter into the commitment
letter and fee letter in connection with proposed exit financing
consisting of a $20 million senior revolving credit exit facility
from Bank of America.  The loan will bear interest at 1, 2 or 3-
month LIBOR plus 225 basis points or Base Rate plus 125 basis
points, at the election of the Debtors, the report related.

The Court scheduled a March 7, 2013 hearing on the matter.

                         About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.


LODGENET INTERACTIVE: D.E. Shaw Owns 1% Equity Stake at 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 beneficially own
413,231 shares of common stock of LodgeNet Interactive Corporation
representing 1.5% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/o12sQc

                           About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.


LYON WORKSPACE: Locker Maker Schedules April 15 Auction
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lyon Workspace Products LLC goes up for auction on
April 15 under procedures approved last week by the bankruptcy
court in Chicago.  The Debtor currently has no buyer under
contract.

According to the report, the auction is coming off almost a month
later than the company wanted when filing for Chapter 11
protection on Jan. 19.  Anyone intending to be the stalking horse
must submit an offer by March 21.  Otherwise, initial bids are due
April 4, followed by an April 15 auction and a hearing on April 16
for approval of the sale.

                     About Lyon Workspace

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- is a
manufacturer and supplier of locker and storage products.  It has
400 full-time employees, 53% of whom are salaried employees.  The
weekly payroll is $200,000.  Eight percent of the employees are
members of the Local Union No. 1636 of the United Steelworkers of
America, A.F.L.-C.I.O.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.


M/I HOMES: Fitch Rates Proposed $50MM Sr. Subordinated Notes 'CCC'
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings for M/I Homes, Inc. (NYSE:
MHO), including the company's Issuer Default Rating (IDR) at 'B'.
The Rating Outlook is Stable.

Fitch has also assigned a 'CCC+/RR6' rating to MHO's proposed
offering of $50 million convertible senior subordinated notes due
2018. These notes will be subordinated in right of payment to the
company's existing and future senior debt, including the company's
revolving credit facility and senior unsecured notes. The company
also announced the proposed concurrent public offering of 2.14
million shares of its common stock. MHO intends to use up to $50
million of the net proceeds from the offerings to redeem a portion
of its outstanding 9.75% Series A Preferred Shares. The balance of
the net proceeds will be used for general corporate purposes,
which may include acquisitions of land, land development, home
construction, repayment of debt or the payment of dividends on, or
further redemptions of, its 9.75% Series A Preferred Shares.

KEY RATING DRIVERS

MHO's ratings and Outlook reflect the company's execution of its
business model in the current housing environment, management's
demonstrated ability to manage land and development spending,
healthy liquidity position and the improving industry outlook for
2013 and 2014.

LIQUIDITY AND LAND STRATEGY

MHO successfully managed its balance sheet during the severe
housing downturn, allowing the company to accumulate cash and pay
down its debt as it pared down its inventory. After significantly
reducing its lot inventory during the 2006 to 2009 periods, MHO
began to focus on growing its business in late 2009 by investing
in new communities and entering new markets.

In 2010, the company increased its total lot position by 9.2% and
expanded into the Houston, Texas market. During 2011, the company
entered the San Antonio, Texas market and also grew its total lot
position by 1.8%, although the increase was due to lots under
option as its owned lot position actually declined 6% year-over-
year. During 2012, total lots controlled expanded 37% year-over-
year as lots optioned more than doubled while its owned lot
position grew 3.6%. MHO also expanded its Houston, Texas
operations by acquiring the assets of a privately-held
homebuilder.

MHO maintains an approximately 5.1-year supply of total lots
controlled, based on trailing 12 months deliveries, and 2.7 years
of owned land. Total lots controlled were 14,203 lots at Dec. 31,
2012, 52.2% of which are owned, and the balance is controlled
through options.

Historically, MHO developed about 80% of its communities from
which it sells product, resulting in inventory turns that were
moderately below average as compared to its public peers. During
the downturn, MHO had been less focused on land development.
However, in 2012 approximately 60% of its land purchases were raw
and partially developed land deals and the remaining 40% were
finished lots.

The company increased its land and development expenditures by 62%
during 2012, spending $190 million ($134 million for land
purchases and $56 million for development activities) during the
year compared with $117 million spent in 2011. Based on the
current environment, MHO projects $250 million to $300 million of
land and development spending for all of 2013. As a result, Fitch
expects MHO to be cash flow negative by about $75 million to $125
million during 2013. Fitch is comfortable with this strategy given
management's demonstrated ability to manage its inventory and
adjust land and development spending to maintain a healthy
liquidity position, as it did during 2011 and 2012.

MHO ended 2012 with $145.7 million of unrestricted cash and $47.3
million of availability under its $140 million secured revolving
credit facility that matures in December 2014. The availability
under the revolver is based on $163.2 million in aggregate book
value of inventory pledged to secure borrowings under the
revolver. MHO can increase the borrowing availability by
increasing the amount of inventory that is pledged to support the
facility. Fitch expects the company's unrestricted cash balance
will fall below $100 million by the end of 2013 as the company
increases land and development spending.

OPERATING RESULTS

The company reported a 21% increase in home deliveries during 2012
and homebuilding revenues grew 33.8% compared to 2011. MHO also
reported improvement in net orders in each of the last seven
quarters, contributing to a 42.8% increase in homes in backlog at
Dec. 31, 2012 compared with year earlier levels. The significant
increase in backlog, combined with the company's strategy to grow
subdivision count by 25% this year, should result in meaningfully
higher deliveries in 2013 compared with 2012.

MHO's credit metrics improved relative to 2011 levels but remain
weak for the rating category. Homebuilding debt to EBITDA improved
from 13.8x at year-end 2011 to 7x at year-end 2012. EBITDA to
interest increased to 1.6x during 2012 from 0.7x during 2011.
Fitch currently expects leverage to remain above 6.5x and interest
coverage to be close to 2x by the conclusion of fiscal 2013.

IMPROVING HOUSING MARKET

Fitch's housing forecasts for 2013 assume a modest rise off a very
7low bottom. In a slowly growing economy with somewhat diminished
distressed home sales competition, less competitive rental cost
alternatives, and new and existing home inventories at
historically low levels, 2013 total housing starts should improve
about 18.6% to 925,000, while new home sales increase
approximately 22% and existing home sales grow 7.7%.
However, as Fitch has noted in the past, recovery will likely
occur in fits and starts.

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

RATING SENSITIVITIES

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

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

MHO's rating is constrained in the intermediate term due to weak
credit metrics, but a Positive Outlook may be considered if the
recovery in housing is significantly better than Fitch's outlook
and the company shows steady improvement in credit metrics (such
as homebuilding debt to EBITDA levels consistently below 6x) while
maintaining a healthy liquidity position (above $100 million with
a combination of cash and revolver availability).

Conversely, negative rating actions could occur if the recovery in
housing dissipates; MHO's 2013 revenues drop by the mid-teens
while the pretax loss approaches levels of 2010 and 2011; and MHO
maintains an overly aggressive land and development spending
program that leads to consistent and significant negative
quarterly cash flow from operations and meaningfully diminished
liquidity position (perhaps below $50 million).

Fitch affirms the following ratings for MHO with a Stable Outlook:

-- Long-term IDR at 'B';
-- Senior unsecured notes at 'B+/RR3';
-- Convertible Senior Subordinated notes at 'CCC+/RR6';
-- Series A non-cumulative perpetual preferred stock at
    'CCC/RR6'.

The Recovery Rating (RR) of 'RR3' on MHO's senior unsecured notes
indicates good recovery prospects for holders of this debt issue.
MHO's exposure to claims made pursuant to performance bonds and
the possibility that part of these contingent liabilities would
have a claim against the company's assets were considered in
determining the recovery for the unsecured debt holders. The 'RR6'
on MHO's proposed convertible senior subordinated notes and
preferred stock indicates poor recovery prospects in a default
scenario. Fitch applied a liquidation value analysis for these
recovery ratings.


M/I HOMES: New $50MM Notes Issue Gets Moody's 'Caa2' Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to M/I Homes'
proposed $50 million convertible senior subordinated notes due
2018. At the same time, the rating on the existing senior
unsecured notes was upgraded to B3 from Caa1. All other ratings
were affirmed, including the B3 corporate family rating, B3-PD
probability of default rating, Caa2 rating on the existing
convertible senior subordinated notes, Caa3 rating on the Series A
preferred shares, and SGL-3 speculative grade liquidity rating.
The rating outlook was changed to positive from stable.

The positive outlook reflects the improvement in the company's
operating performance, supported by solid growth fundamentals in
the industry and Moody's view that the positive momentum in 2013
will allow M/I Homes to further improve its credit metrics. The
outlook also reflects M/I Homes' conservative and disciplined
financial policies, including modest debt leverage relative to its
peers in its current rating category and willingness to issue
common equity.

The upgrade of the senior unsecured notes rating to B3 results
from changes in the company's capital structure, including an
increased amount of subordinated debt that provides support for
the unsecured notes.

Similar to the capital market transactions completed in September
2012, the company is offering $50 million of convertible senior
subordinated notes due 2018 concurrently with 2.14 million shares
of common stock. The aggregate proceeds of the note and the equity
offerings are expected to be $95 million. Approximately $50
million of the proceeds will be used to redeem a portion of the
9.75% preferred shares (currently $96 million outstanding), and
the rest of the proceeds will be used for general corporate
purposes, including land acquisition and development, home
construction, debt repayments, dividend payments or additional
redemptions of the outstanding preferred shares. As a result of
these transactions, the company's adjusted homebuilding debt to
capitalization ratio of approximately 56% at December 31, 2012 is
not expected to change.

The following rating actions were taken:

  New $50 million convertible senior subordinated notes due 2018,
  Caa2 (LGD6, 90%) assigned;

  $227 million 8.625% senior unsecured notes due 2018, raised to
  B3 (LGD3, 48%) from Caa1 (LGD4, 58%);

  Corporate family rating, B3 affirmed;

  Probability of default rating, B3-PD affirmed;

  $57.5 million 3.25% convertible senior subordinated notes due
  2017, Caa2 (LGD6, 90%) affirmed;

  $96 million 9.75% series A preferred shares, Caa3 (LGD6, 99%)
  affirmed;

  SGL-3 speculative grade liquidity rating, affirmed;

  Subordinate shelf rating, (P) Caa2 affirmed;

The rating outlook is positive.

Ratings Rationale:

The B3 corporate family rating reflects M/I Homes' relatively
small size and geographic concentration, weakness in certain
financial strength metrics, including Moody's-adjusted interest
coverage and return on assets, and Moody's anticipation of
negative cash flow generation as the company invests in growth.

At the same time, M/I Homes' corporate family rating is supported
by its conservative and disciplined operating strategy, which has
helped the company stay relatively clear of significant off-
balance sheet obligations and long land positions; its relatively
modest adjusted debt-to-capitalization ratio (of pro forma 56%)
compared to its similarly-rated peers; and growing profitability
on a net income basis (three consecutive quarters of positive net
income) as well as gross margins that now approach 17%.
Additionally, the rating incorporates Moody's view that favorable
homebuilding industry conditions, including growing new orders,
backlog and home pricing, will continue resulting in growth of M/I
Homes' revenues and net worth as well as in improvement of its
credit metrics.

M/I Homes' SGL-3 speculative grade liquidity assessment reflects
its adequate liquidity profile. At December 31, 2012, the
company's liquidity was supported by $146 million of unrestricted
cash, $47 million available under its $140 million revolving
credit facility due 2014, and lack of near-term debt maturities.
Its liquidity, however, is constrained by the negative cash flow
generation as the company invests in growth, as well as by the
need to maintain covenant compliance.

The ratings could be raised if the company augmented its liquidity
position, continued generating positive net income, and held
adjusted gross debt leverage below 55%.

The ratings could be lowered if the company's liquidity
deteriorated, earnings turned increasingly negative, the size of
its impairment charges increased materially, or adjusted debt
leverage increased to higher than 65%.

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

Headquartered in Columbus, Ohio and begun in 1976, M/I Homes, Inc.
sells homes under the trade names M/I Homes, Showcase Homes,
Tristone Homes and Triumph Homes, with homebuilding operations
located in Columbus and Cincinnati, Ohio; Indianapolis, Indiana;
Chicago, Illinois; Tampa and Orlando, Florida; Charlotte and
Raleigh, North Carolina; the Virginia and Maryland suburbs of
Washington, D.C; and Houston and San Antonio, Texas. Total
revenues and consolidated net income in 2012 were approximately
$762 million and $13 million, respectively.


M/I HOMES: S&P Assigns CCC+ Rating to $50MM Sr. Subordinated Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on M/I Homes
Inc. (M/I), including the corporate credit and senior unsecured
ratings, to 'B' from 'B-'.  S&P also maintains a '3' recovery
rating on the company's senior unsecured notes, indicating its
expectation for a meaningful (50%-70%) recovery in the event of a
payment default.  S&P revised its outlook to stable from positive.
S&P is also assigning a 'CCC+' issue-level rating and a '6'
recovery rating to the company's proposed $50 million of
convertible senior subordinated notes.

"The upgrade acknowledges the strength of M/I's credit metrics
relative to other similarly-rated builders, improved liquidity
cushion from the proposed common equity and subordinated
convertible notes issuance, and a faster than expected return to
profitability," said credit analyst Matthew Lynam.  "We believe
the company's strategy to expand community count in its better
performing markets and faster sales absorption from a relatively
firmer overall housing environment will result in continued
improvement of credit metrics through greater operating leverage."

S&P's stable outlook acknowledges M/I Homes' recently strengthened
liquidity and incorporates S&P's view that single-family housing
fundamentals are slowly improving.  S&P expects M/I Homes to
maintain adequate liquidity, while investing the bulk of its cash
in new communities to bolster sales and gross margins to levels
that support gradually improving profitability over the next one
to two years.  Additional upward rating momentum is unlikely over
the next year given the company's smaller operating platform and
relatively weaker homebuilding markets.  Though unlikely in the
near term, S&P could lower its ratings if the single-family
housing market takes another downward turn such that profitability
materially weakens or liquidity becomes less than adequate,
perhaps due to more aggressive land investment activity than S&P
currently anticipates.


MALIK MANJI: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Malik Manji Enterprises, Inc.
          fka Malik Enterprises, Inc.
          dba Palo Alto Supermarket
        2408 Palo Alto Road
        San Antonio, TX 78211

Bankruptcy Case No.: 13-50589

Chapter 11 Petition Date: March 4, 2013

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

Judge: Ronald B. King

Debtor's Counsel: Ronald J. Smeberg, Esq.
                  THE SMEBERG LAW FIRM, PLLC
                  12002 Bandera Rosd, Suite 102
                  Helotes, TX 78023
                  Tel: (210) 485-2104
                  Fax: (210) 485-2106
                  E-mail: ron@smeberg.com

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

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

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txwb13-50589.pdf

The petition was signed by Mohammad Manji, president.


MBIA INC: Defeats BofA Lawsuit over Restructuring
-------------------------------------------------
David McLaughlin, Chris Dolmetsch & Shannon Harrington, writing
for Bloomberg News, reported that MBIA Inc. (MBI) defeated a
lawsuit by Bank of America Corp. (BAC) and Societe Generale SA
(GLE) that sought to reverse approval of the bond insurer's $5
billion asset-transfer because it cut money available to cover
their policy claims.

The Bloomberg report related that MBIA rose 24 percent to close at
$12.78 after Justice Barbara Kapnick of New York State Supreme
Court in Manhattan dismissed the case.  Bank of America and
Societe Generale had sought to reverse the state approval under
New York laws that allow court challenges to state agency
decisions, Bloomberg said.

Bloomberg related that in 2009, New York Insurance Department
Superintendent Eric Dinallo approved the split, allowing MBIA to
move the company's guarantees on state and municipal bonds out of
subsidiary MBIA Insurance Corp., which guaranteed some of Wall
Street's most toxic mortgage debt.

The banks, according to Bloomberg, argued during a month of oral
arguments last year that the approval was based on inaccurate and
incomplete information provided by Armonk, New York-based MBIA.
They say the split exposed them to losses as holders of financial-
guaranty policies by siphoning more than $5 billion in assets from
MBIA Insurance.

A second suit over the restructuring is still pending in New York
state court, Bloomberg noted.

The case is ABN Amro Bank NV v. Dinallo, 601846-2009, New York
State Supreme Court (Manhattan).


MCGRAW-HILL GLOBAL: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned McGraw-Hill Global Education
Holdings, LLC a B2 Corporate Family Rating, B2-PD Probability of
Default Rating, SGL-2 speculative-grade liquidity rating, and B2
ratings to the company's proposed $800 million senior secured
credit facility and $1.05 billion senior secured notes due 2021.

Apollo Global Management, LLC intends to utilize the net proceeds
from the offerings to fund the acquisition of the (i) Higher
Education, (ii) Professional and (iii) International businesses of
McGraw-Hill Education (MHE) from The McGraw-Hill Companies, Inc.
(MHP; Baa2, negative rating outlook). The transaction represents
the main component of Apollo's $2.4 billion cash purchase price
(subject to closing adjustments and as adjusted from $2.5 billion
in cash and seller financing) for the acquisition of MHE from MHP.
Apollo is contributing $950 million of cash common equity to help
fund the acquisition. Apollo is separately funding its concurrent
$50 million purchase of MHP's school education group (SEG), which
will be held by MHGE's indirect parent. The rating outlook is
stable.

Assignments:

Issuer: McGraw-Hill Global Education Holdings, LLC

  Corporate Family Rating, Assigned B2

  Probability of Default Rating, Assigned B2-PD

  Speculative Grade Liquidity Rating, Assigned SGL-2

  Senior Secured Bank Credit Facility (Revolver), Assigned B2,
  LGD3 - 49%

  Senior Secured Bank Credit Facility (Term Loan), Assigned B2,
  LGD3 - 49%

  Senior Secured Regular Bond/Debenture, Assigned B2, LGD3 - 39%

Outlook Actions:

Issuer: McGraw-Hill Global Education Holdings, LLC

Outlook, Assigned Stable

Ratings Rationale:

MHGE's B2 CFR reflects its good market position and broad range of
product offerings in higher education publishing, the challenging
market conditions in higher education publishing, risks associated
with transitioning to a stand-alone operation, high leverage, and
event risks under equity sponsor Apollo's ownership. MHGE's
product capabilities reasonably position the company to transition
the business as higher education publishing continues to shift to
digital from print formats. The company nevertheless faces
operating headwinds over the next 12-24 months from soft higher
education enrollment, student efforts to minimize costs through
used and rental textbooks, and the risk of revenue disruptions as
the digital transition continues to gain momentum. Moody's
believes transitioning the revenue base to digital from print will
not be smooth in part because the major competitors are likely to
act aggressively to gain traction with digital products, and as
schools and students balance adoption with efforts to minimize
costs.

Moody's believes there are opportunities to streamline operating
expenses and Apollo has completed an extensive evaluation of the
company's cost structure. MHGE must nevertheless establish itself
as an independent company after a long period of operating within
MHP, and fund additional restructuring costs to implement the
initiatives over the next two years. Moody's thus anticipates it
will take time for the stand-alone cost structure to become more
transparent. Moody's expects debt-to-EBITDA leverage to remain
high in a 4-5x range (incorporating Moody's standard adjustments
and cash pre-publication costs as an expense and pro forma for the
proposed transaction) in 2013 and 2014 due to the challenging
market conditions and as the company funds restructuring actions
identified by Apollo. The leverage and operating challenges weakly
positions the company within the B2 CFR and there is minimal
capacity for debt-funded acquisitions and shareholder
distributions. Leverage could decline toward the low end of the 4-
5x range in 2014/2015, although Moody's believes the risk of
leveraging transactions by Apollo would grow if the company's
earnings are increasing given the large amount of their initial
equity contribution. Apollo's affiliates also have a position in
the debt of highly leveraged competitor Cengage Learning (Caa3,
negative rating outlook) and Apollo could seek to merge the two
companies.

Apollo is structuring MHGE's operations and financing to exclude
SEG, but the entities will remain under common control and have a
sizable shared cost base. Moody's believes MHGE remains exposed to
SEG's financial performance as SEG will reimburse MHGE for shared
services managed by MHGE. The difficult market conditions in the
K-12 educational materials industry could limit SEG's ability to
reimburse MHGE for shared services, although Apollo is initially
structuring SEG to have only seasonal borrowing needs.

The B2 ratings on the proposed senior secured credit facility
(consisting of a $240 million revolver and $560 million term loan)
and 2021 notes reflects their pari passu lien on the proposed
collateral package and the guarantees from substantially all
material domestic subsidiaries. The credit facility and notes are
secured by a first lien on substantially all of MHGE's domestic
assets including the stock of MHGE's guarantor subsidiaries. The
credit facility and notes are also supported by unsecured
guarantees from McGraw-Hill Global Education Intermediate
Holdings, LLC (Holdings, which is MHGE's direct parent) and MHE US
Holdings, LLC (Parent, which is Holding's direct parent), although
the company intends to release the Parent guarantee concurrent
with the closing of the proposed financings. Parent will own SEG's
operations through a separate subsidiary. McGraw-Hill Global
Education Finance, Inc. is a co-issuer of the notes.

The credit facility and secured notes are ranked the same in
Moody's loss given default model based on the current pari passu
senior secured claim, but the credit facility contains covenants
that could improve recovery prospects relative to the notes.
MHGE's secured notes do not contain maintenance financial
covenants as is the case with the credit facility. Maintenance
covenants provide the credit facility lenders an ability to modify
the terms of the credit facility, which could result in repayment
of the bank debt and/or higher interest margins as a condition to
amending the facility. In addition, the inter-creditor agreement
defers control over the secured assets to the credit agreement
collateral agent in the event of a default. While proceeds from
the collateral are distributed ratably to all first lien secured
parties, deferring control over the secured assets to the credit
agreement collateral agent may result in collateral dispositions
or other actions on terms with which note holders do not agree.
The inter-creditor agreement also prohibits the note holders from
objecting to the credit facility lenders participating in a DIP
facility. As a result, credit facility lenders may be able to roll
some or all of their exposure into a DIP facility (subject to
bankruptcy court approval) with a super priority lien relative to
the notes. The ratings are subject to a review of the final terms
of the transaction.

MHGE's SGL-2 speculative-grade liquidity rating is supported by an
estimated $96 million of existing cash and in excess of $100
million of projected free cash flow over the next 12 months.
Moody's expects MHGE will be seasonally reliant on its $240
million revolver (in a $50-$100 million range) due to the
concentration of student educational materials purchases within
the academic year, but the revolver is projected to be undrawn at
the end of 2013. Moody's expects the credit facility financial
maintenance covenants to be set with at least a 20% EBITDA cushion
to the company's projections.

The stable rating outlook reflects Moody's view that MHGE's EBITDA
will be down modestly in 2013 before growing slightly in 2014
mainly through the implementation of cost reduction efforts.
Market conditions are expected to remain challenging in 2013 and
2014. Moody's expects MHGE will maintain a good liquidity position
for the next 12-15 months and generate in excess of $100 million
of free cash flow. Moody's assumes MHGE will utilize approximately
half of its free cash flow to reduce debt through required
amortization, the excess cash flow sweep, and possible
discretionary payments.

MHGE's ratings could be upgraded with good operating execution
that leads to revenue and earnings growth, consistently strong
free cash flow generation and debt reduction. In order for MHGE to
be considered for an upgrade, Moody's would need to gain comfort
that the company can and is willing to sustain debt-to-EBITDA
leverage below 3.5x and free cash flow-to-debt above 10% factoring
in potential leveraging actions directed by Apollo. MHGE would
also need to maintain a good liquidity position to be upgraded.

MHGE's ratings could be downgraded if the company's revenue base
erodes due to soft market conditions or an inability to manage the
transition of the higher education market to digital products.
Weaker free cash flow generation, an inability to achieve and
sustain debt-to-EBITDA leverage below 5.0x, leveraging
acquisitions or shareholder distributions, or a deterioration of
liquidity could result in a downgrade.

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

MHGE, headquartered in New York, NY, is a global provider of
educational materials and learning services targeting the higher
education, professional learning and information markets globally
for over a century with content, tools and services delivered via
digital, print and hybrid offerings. Apollo announced the proposed
acquisition of MHE for a $2.4 billion cash purchase price (subject
to closing adjustments and as adjusted from $2.5 billion in cash
and seller financing) on November 26, 2012 and the transaction is
expected to close in 2013's first quarter. MHGE's revenue for the
fiscal year ended December 2012 was approximately $1.26 billion.


METROPARK USA: Taps Ashford Schael as Liquidation Counsel
---------------------------------------------------------
Metropark USA, Inc. sought and obtained approval from the
Bankruptcy Court to employ Ashford - Schael LLC as substitute
bankruptcy counsel, replacing Cooley LP.

At the start of the case, the Debtor hired Cooley to represent the
Debtor in its efforts to restructure its business.  After the
liquidation of substantially all of the Debtor's assets and
settling various maters, the Debtor believes that substituting
Ashford Schael as counsel to wind down the affairs of the Debtor
and conclude the bankruptcy case will be more cost effective for
the estate.

The firm will charge the Debtor at its standard hourly rates for
work of this nature.  The hourly rates are:

         Professional         Designation    Rates
         ------------         -----------    -----
         Courtney A. Schael   Member          $400
         Rochelle Weisburg    Attorney        $325
         Anthony Vassallo     Attorney        $300
         Joshua Levy          Attorney        $225
         Lorraine Santoro     Paralegal       $150

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

                        About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the
25-35 year old customer) in demand for fashion-forward apparel
and accessories.  Its headquarters, distribution centers, and
e-commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697, 006 as of April 2 , 2011.

CRG Partners Group, LLC, is the Debtor's financial advisor.  The
Debtor also tapped Great American Group Real Estate, LLC doing
business as GA Keen Realty Advisors as special real estate
advisor.  Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP,
in Irvine, Calif., represents the Official Committee of Unsecured
Creditors.


METROPCS WIRELESS: Moody's Rates New Unsecured Notes Offer 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to MetroPCS
Wireless, Inc.'s proposed offering of Senior Unsecured Notes. The
proceeds will be used to refinance MetroPCS' existing $2.5 billion
of secured bank debt and for general corporate purposes.

Concurrently, Moody's upgraded MetroPCS' existing Senior Unsecured
Notes due 2018 and 2020 to B1 from B2 reflecting the anticipated
change in the capital structure. Moody's also affirmed the SGL-1
Speculative Grade Liquidity rating of MetroPCS, reflecting very
good liquidity near-term due to the Company's large cash balances.

The Company's B1 Corporate Family Rating and B1-PD Probability of
Default Rating and the ratings of its unsecured notes remain on
review for upgrade. Moody's expects to withdraw the ratings of the
senior secured credit facilities, including the revolver, once
they are paid off with the proceeds from the new Senior Unsecured
Notes.

Moody's has taken the following rating actions:

MetroPCS Wireless, Inc.

Assignment

  Proposed Senior Unsecured Notes, Assigned B1 (LGD4, 51%)

Upgrades

  $1,000m Sr. Unsec. Notes, 7.875% due 2018, B1 (LGD4, 51%) from
  B2 (LGD5, 75%)

  $1,000m Sr. Unsec. Notes, 6.625% due 2020, B1 (LGD4, 51%) from
  B2 (LGD5, 75%)

Ratings Rationale:

MetroPCS's B1 CFR reflects its relatively small scale and high
leverage. The U.S. wireless industry is becoming increasingly
concentrated, with the largest operators having significant
advantages over all other wireless service providers. The B1 CFR
also recognizes the Company's valuable spectrum assets and strong
liquidity profile.

The ratings were placed on review October 3, 2012 when the Company
announced plan to merge with T-Mobile USA. The combination of
MetroPCS and T-Mobile USA will create a wireless operator with
about $25 billion in revenues and over 40 million subscribers.
Assuming the transaction closes, MetroPCS shareholders are
expected to own 26% of the new entity with Deutsche Telekom owning
the remaining 74%. Moody's does not anticipate additional
refinancing of MetroPCS' debt from now until the closing of its
proposed combination with T-Mobile USA. Moody's also expects all
debt for the new entity will rank pari passu in the post-close
capital structure. Moody's will continue its review of MetroPCS'
ratings for possible upgrade focusing on an assessment of the new
entity's competitive position and likely operating and financial
performance, the strategic and financial policies that DT will
adopt for the new entity, and the post-close capital structure of
the new company.

The new and current Senior Unsecured Notes are rated B1, aligned
with the Company's CFR after replacing MetroPCS' senior secured
credit facilities, which were rated Ba1, with the additional
Senior Unsecured Notes.

Moody's views MetroPCS' liquidity as very good, and anticipates
that internally generated cash and cash on hand will be sufficient
to fund the company's operations for the next 12 months. MetroPCS
has no near-term debt maturities. The Company's next debt maturity
is in 2018 when $1 billion of Senior Unsecured Notes mature. As of
December 31, 2012, MetroPCS had $2.6 billion in cash and short-
term equivalents.

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


METROPCS WIRELESS: S&P Rates $3.5BB Senior Unsecured Notes 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to MetroPCS Wireless Inc.'s up to
$3.5 billion in aggregate senior unsecured notes with a
combination of 2021 and 2023 maturities.  Proceeds will be used to
repay amounts outstanding under its senior secured credit
facility, with the rest available for general corporate purposes.
Proceeds from the notes issuance will be deposited in a segregated
account and kept as cash on hand, pending completion of the merger
of parent MetroPCS Communications Inc. (B+/Watch Pos/--) with T-
Mobile USA.  If the merger with T-Mobile USA is not completed by
Jan. 17, 2014, then the notes must be redeemed.

As S&P stated previously, following completion of the merger S&P
would expect to raise the corporate credit rating on MetroPCS to
'BB' from 'B+' and remove the rating from CreditWatch with
positive implications.  The upgrade reflects a stand-alone credit
profile on the combined MetroPCS-T-Mobile entity of 'bb-' plus one
notch of support from 74% owner Deutsche Telekom AG
(BBB+/Stable/A-2), given the fact that the merged company has some
strategic importance to Deutsche Telecom.

The 'B' issue-level rating on MetroPCS Wireless Inc.'s existing
senior unsecured notes is also on CreditWatch with positive
implications, pending completion of the merger, at which time S&P
would expect to raise it to 'BB' with a '3' recovery rating, in
line with its rating on the newly proposed notes.  In addition,
when the merger is completed, S&P would expect to withdraw its
'BB' issue-level rating and '1' recovery rating on the company's
senior secured credit facilities.

RATINGS LIST

MetroPCS Communications Inc.
Corporate Credit Rating                  B+/Watch Pos/--

New Rating

MetroPCS Wireless Inc.
Up to $3.5 Bil. Senior Unsecured Notes* BB
    Recovery Rating                      3

* Combination of 2021 and 2023 maturities.


MF GLOBAL: Plan Backers Reach $275M Truce with JPMorgan
-------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that proponents of MF
Global Inc.'s liquidation plan and JPMorgan Chase Bank NA resolved
their dispute Tuesday, striking a deal that puts $275 million in
intercompany claims behind those of the bankrupt brokerage's
lenders, according to Chapter 11 trustee Louis J. Freeh.

The report related that creditors supporting the Chapter 11 plan
had fought with JPMorgan, the agent for a $1.2 billion credit
facility, over the debts of subsidiary MF Global Finance USA Inc.,
a unit the bank asserted was being held liable twice for the same
unpaid loan proceeds.

                         About MF Global

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

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

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

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

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

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


MF GLOBAL: JPMorgan, Creditor Co-Proponents Agree to Amended Plan
-----------------------------------------------------------------
Louis J. Freeh, the Court appointed Chapter 11 Trustee of MF
Global Holdings Ltd., on March 5 disclosed that JPMorgan Chase
Bank, N.A., as Agent for the $1.2 billion revolving credit
facility and the Creditor Co-Proponents of the Amended Joint Plan
of Liquidation have reached an agreement to modify the Plan to
resolve the objections of JPM.

The settlement, reached through court ordered mediation, provides
that the "Interco Settlement" in the Plan will be adjusted to
include the subordination of $275 million of the $1.887 billion
intercompany claim of Holdings Ltd. against MF Global Finance USA
Inc., to the lenders' claims under the approximately $1.2 billion
revolving credit facility and a distribution of all recoveries
under the plan on such subordinated claim to the lenders under the
facility.  The settlement will result in a slightly modified
distribution range for unsecured creditors, which will be filed
shortly with the Bankruptcy Court.  Creditors have until March 25,
2013 to vote on the Plan.

"The settlement is in the best interest of creditors as it removes
a major hurdle to confirmation of the Plan.  I applaud the efforts
of the parties involved in resolving this dispute through
mediation rather than litigation," noted Mr. Freeh.

The confirmation hearing is currently scheduled for April 5, 2013.

                         About MF Global

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

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

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

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

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

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


MICHAELS STORES: Director Gerry Murphy Resigns
----------------------------------------------
Gerry M. Murphy provided written notice to Michaels Stores, Inc.,
of his decision to resign as a director of the Company, such
resignation to be effective Feb. 26, 2013.

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company's balance sheet at Oct. 27, 2012, showed $1.90 billion
in total assets, $4.27 billion in total liabilities, and a
$2.37 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MIDWEST MEAT: Nebraska Turkey Processor in Bankruptcy
-----------------------------------------------------
The Associated Press reported that a turkey processing plant is in
Chapter 7 involuntary bankruptcy and has ceased operation in the
south-central Nebraska city of Gibbon.

AP said court documents noted that Midwest Meat Packing Facility
hadn't paid Shinn's Turkey Track, of Dunning, $1.45 million for
turkeys and had a total debt of more than $4.4 million.  AP,
citing The Kearney Hub, reported that the plant assets were listed
at $2.5 million.


MMRGLOBAL INC: Reports Unregistered Sales of Securities
-------------------------------------------------------
MMRGobal, Inc., filed with the U.S. Securities and Exchange
Commission a report involving the sales of its securities that
were not registered under the Securities Act of 1933, as amended.

On Feb. 22, 2013, the Company granted 1,700,000 shares of its
common stock at a price of $0.04 per share to an unrelated third-
party as a reduction in payables.

On Feb. 20, 2013, the Company granted a warrant to purchase
1,000,000 shares of its common stock to a consultant in exchange
for services.  This warrant vested immediately and has an exercise
price of $0.04 per share, and an expiration date of Feb. 20, 2014.

On Jan. 28, 2013, the Company granted 1,270,000 shares of the
Company's common stock at a price of $0.04 per share to an
unrelated third-party as a reduction in payables.

On Jan. 21, 2013, the Company granted three separate warrants to
purchase 1,000,000 shares of its common stock to Liner Grode Stein
Yankelevitz Regenstreif & Taylor as part of the package for
providing services to the Company on a fully contingent basis.
The warrants vest immediately and have an exercise price of $0.04,
$0.08 and $0.12 per share respectively, and all expire on Jan. 21,
2014.

On Jan. 10, 2013, the Company granted a warrant to purchase
100,000 shares of its common stock to a consultant in connection
with services rendered.  This warrant vest immediately and has an
exercise price of $0.04 per share, and an expiration date of
Jan. 10, 2014.

On Dec. 21, 2012, the Company granted a warrant to purchase
250,000 shares of its common stock to an unrelated third-party in
connection with services rendered.  This warrant vest immediately
and has an exercise price of $0.04 per share, and an expiration
date of Dec. 21, 2013.

On Dec. 5, 2012, the Company granted 500,000 shares of its common
stock at a price of $0.04 per share to an unrelated third-party as
a reduction in payables.

On Dec. 5, 2012, the Company granted 150,000 shares of its common
stock at a price of $0.04 per share to an unrelated third-party as
a reduction in payables.

On Nov. 21, 2012, the Company granted a total of 1,990,000 shares
of its common stock at a price of $0.04 per share to an unrelated
third-party as a reduction in payables.

On various dates between Nov. 14, 2012, and Feb. 24, 2013, the
Company entered into eleven different Convertible Promissory Notes
with 10 different unrelated third-parties for principal amounts
totaling $446,000.  The Notes have the option to be converted into
a total of 21,079,366 shares of the Company's common stock.  These
Notes bear interest at a rate of 6% per annum payable in cash or
shares of common stock or a combination of cash and shares of
common stock at the option of the Company.

On Nov. 14, 2012, the Company granted 75,000 shares of its common
stock at a price of $0.02 per share to an unrelated third-party
for exercise of warrant.

On Nov. 14, 2012, the Company granted 300,000 shares of its common
stock at a price of $0.02 per share to an unrelated third-party as
a reduction in payables.

On Nov. 14, 2012, the Company granted 93,750 shares of its common
stock at a price of $0.02 per share to an employee as a reduction
in deferred salaries.

                         About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.02 million in total assets, $8.48 million in total liabilities,
and a $6.45 million total stockholders' deficit.


MMRGLOBAL INC: Signs Non-Exclusive License Agreement with WFM
-------------------------------------------------------------
MMRGlobal, Inc., through its wholly owned operating subsidiary,
MyMedicalRecords, Inc., entered into a Non-Exclusive License
Agreement with Whole Foods Market, Medical and Wellness Centers
Inc., pursuant to which the Company will provide a customized
version of its MyMedicalRecords personal health record that
connects directly to an EMR utilized by WFM.  The Company will
also license to WFM , on a non-exclusive basis, the use of the
Company's patent portfolio including U.S. Patent Nos. 8,117,045;
8,117,646; 8,121,855; 8,301,466; 8,321,240; 8,121,855; 8,352,288,
and any other patents to be issued pursuant to pending
applications filed by MMR in the United States, and all divisions,
continuations, reissues and extensions thereof.

In consideration for the rights granted under the Agreement, WFM
will pay the Company certain integration and monthly recurring
fees.  The Agreement contains customary provisions, as to the term
of the Agreement, representations, warranties, and indemnities by
each of the Company and WFM.

Due to certain provisions of the Agreement, the Company is not
planning on publishing a news release on the Agreement at this
time.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.02 million in total assets, $8.48 million in total liabilities,
and a $6.45 million total stockholders' deficit.


MODERN PLASTICS: NPC Emerges as Highest Bidder for Mortgage Loan
----------------------------------------------------------------
New Products Corporation (NPC) revealed on March 5 that it was the
highest bidder on a mortgage loan for Modern Plastics Corporation,
a neighboring manufacturing company that went out of business and
is now in bankruptcy.  Bank of America, which owns the Modern
Plastics mortgage, with an unpaid balance of approximately $1.2
million, recently offered it for sale through a sealed bid
process.  The Modern Plastics property is located on North Shore
Drive in Benton Harbor, directly across the street from New
Products.

"As the highest bidder, we've committed New Products to a
substantial investment that can help protect our own operations,
as well as create new opportunities that will grow jobs in our
community," said Cheryl Miller, NPC president and CEO.

NPC and Cleanup Modern Plastics, LLC, a new entity created by
St. Joseph attorney Mark Miller in February, were the two bidders
in the second round of bidding to purchase the mortgage from Bank
of America.  Mr. Miller is an attorney that has represented Harbor
Shores, which has previously expressed interest in purchasing the
Modern Plastics property.

The first offer to purchase resulted in a tie, requiring a second
round with a minimum bid of $75,000.  The second round of bids was
opened on Monday, March 4, 2013, and NPC was revealed to be the
highest bidder.

Mr. Miller noted that separate from the mortgage sale, Modern
Plastics' real estate and all of its buildings are pending a sale
by the bankruptcy trustee of Modern Plastics, subject to the Bank
of America mortgage.  There is a hearing scheduled in Bankruptcy
Court in Kalamazoo on March 6, 2013.  When NPC learned that an
offer of only $25,000 to purchase Modern Plastics' facilities and
property was made by a company formed by an attorney from the law
firm of Dickinson Wright, which also represents Whirlpool and
Harbor Shores, NPC made a counter offer.  The other interested
purchaser has responded with its own counter-offer.  The issue of
the terms of the sale of the Modern Plastics property, and the
successful buyer will be determined by the Bankruptcy Court.

"We don't know the outcome of the real estate sale," added
Mr. Miller.  "Securing the mortgage note, however, is an important
first step to protecting our company from encirclement by
developers of Harbor Shores."


MORGANS HOTEL: Extends Employments of Top Executives Until 2015
---------------------------------------------------------------
Morgans Hotel Group Co. entered into an amendment to the
employment agreement of each of Michael Gross, the Company's chief
executive officer, Yoav Gery, the Company's Executive Vice
President, chief development officer, and Daniel Flannery,
executive vice president, chief operating office, extending the
term of each employment agreement until March 20, 2015.

                     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.

The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $577.02
million in total assets, $702.21 million in total liabilities,
$6.39 million in redeemable noncontrolling interest, and a
$131.58 million total deficit.


MPG OFFICE: Posts $210.5 Million Net Income in Fourth Quarter
-------------------------------------------------------------
MPG Office Trust, Inc., reported net income of $210.47 million on
$53.88 million of total revenue for the three months ended
Dec. 31, 2012, as compared with a net loss of $30.82 million on
$57.37 million of total revenue for the same period during the
prior year.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million on $231.17 million of total revenue, as
compared with net income of $98.22 million on $234.96 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.46 billion
in total assets, $1.98 billion in total liabilities and a $518.32
million total deficit.

The Company had $192.5 million of cash as of Dec. 31, 2012, of
which $151.7 million was unrestricted and $40.8 million was
restricted.

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

                        http://is.gd/yLMaAT

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NEEBO INC: Makes Voluntary Debt Payment of $27 Million
------------------------------------------------------
Neebo Inc., the holding company and beneficial owner of Nebraska
Book Company Inc. and provider of solutions for the college
bookstore marketplace, on March 5 disclosed it has made a
voluntary payment of $27 million on its senior secured term loan
and has obtained financing of up to $80 million to support its
working capital needs.

"Our team members have done a tremendous job serving college
students this year, improving our free cash flow to voluntarily
pay down our debt and secure financing," said Steve Clemente,
President and Chief Executive Officer of Neebo Inc.  "Our new
working capital facility gives us ample flexibility at a
competitive rate to continue our growth strategy and execute
initiatives that serve college students even better."

Since July 1, 2012, the Company has made almost $54 million in
prepayment to its term loan.  These payments have permanently
reduced a material portion of the Company's debt and continue to
improve its financial position since emerging from bankruptcy in
June 2012.

Additional financial information, including the unaudited
condensed consolidated financial statements as of and for the
three and nine months ended December 31, 2012 and 2011, are
located on the Financial Filings page of the Company's Web site at
http://www.nebook.com/financial/company_filings.asp

                         About Neebo Inc.

Neebo Inc. -- http://www.nebook.com-- is the beneficial owner of
Nebraska Book Company Inc.  Nebraska Book Company began in 1915
with a single college store near the University of Nebraska campus
and now operates nearly 250 stores, serving more than 2 million
students at colleges and universities nationwide.  Nebraska Book
Company sells 6 million textbooks annually and installs more than
1,600 technology platforms and e-commerce sites at more than 2,500
bookstores.

                         *     *      *

As reported by the Troubled Company Reporter on December 26, 2012,
Standard & Poor's Ratings Services assigned a 'CCC+' corporate
credit rating to Lincoln, Neb.-based Neebo Inc. The outlook is
stable.  "At the same time, we assigned our 'CCC' issue-level
rating to the company's $100 million senior secured notes. The
recovery rating on the notes is '5', indicating our belief that
the lenders could expect modest recovery (10% to 30%) in the event
of a payment default or bankruptcy," S&P said.  "We estimate the
company has about $160 million in reported debt outstanding," S&P
said.


NEXSTAR BROADCASTING: Underwriter Exercises 450,000 Shares Option
-----------------------------------------------------------------
Nexstar Broadcasting Group, Inc., said that, in connection with
its previously announced underwritten offering of 3 million shares
of Class A common stock of the Company by selling stockholders,
funds affiliated with ABRY Partners, LLC, the underwriter
exercised in full its option to purchase an additional 450,000
shares of Class A common stock.  The additional 450,000 shares of
Class A common stock were sold on the same terms and conditions as
the first 3 million shares.  The Company did not sell any shares
in the offering and did not receive any proceeds from the
offering.

BofA Merrill Lynch acted as sole underwriter of the offering.

A shelf registration statement (including prospectus) relating to
the shares has been declared effective by the Securities and
Exchange Commission.

                 About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


NORCROSS LODGING: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Norcross Lodging Associates, LLP
        120 S. Tibbs Avenue
        Indianapolis, IN 46241

Bankruptcy Case No.: 13-01829

Chapter 11 Petition Date: March 4, 2013

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: KC Cohen, Esq.
                  KC COHEN, LAWYER, PC
                  151 N. Delaware Street, Suite 1104
                  Indianapolis, IN 46204
                  Tel: (317) 715-1845
                  Fax: (317) 916-0406
                  E-mail: kc@esoft-legal.com

Scheduled Assets: $1,217,038

Scheduled Liabilities: $3,050,000

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/insb13-01829.pdf

The petition was signed by Mohan Hari, president.


NORTEL NETWORKS: Freed From New Bankr. Disclosure Rules for Now
---------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Nortel Networks
Inc. won a temporary pass Tuesday on new Delaware bankruptcy rules
requiring retained attorneys to disclose the identity and fees of
other professionals they hire, something the defunct telecom said
was necessary as it gears up for another round of intense
litigation in the case.

The report related that in what the parties described as a matter
of first impression during a court hearing in Wilmington, U.S.
Bankruptcy Judge Kevin Gross approved a limited exception from the
rules for the 29 law firms and other professionals retained by the
bankrupt company.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


OMEGA NAVIGATION: MHR Capital No Longer Owns Shares at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, MHR Capital Partners Master Account LP and
its affiliates disclosed that, as of Dec. 31, 2012, they do not
beneficially own shares of common stock of Omega Navigation
Enterprises, Inc.  A copy of the filing is available at:

                        http://is.gd/G4XNOG

                       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.


PABELLON DE LA VICTORIA: Court Approves Justiniano as Counsel
-------------------------------------------------------------
Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.
sought and obtained permission from the Bankruptcy Court to employ
Gloria M. Justiniano Irizarry, Esq., from Justiniano's Law Office
as Chapter 11 counsel.

The Debtor said it requires the assistance of counsel to perform
property its duties as debtor-in-possession.  The firm will assist
in, among others, the preparation of the disclosure statement
andplan of reorganization, and prosecution of claims and causes of
action.

The firm has agreed with the Debtor to be paid on an hourly rate
of $200 plus $125 for associates and $50 for paralegal, and
reimbursement of expenses incurred.  The firm has received a
$5,800 retainer from the Debtor.

The firm attests it is a "disinterested person" as defined in
11 U.S.C. Sec. 101(14).

                   About Pabellon De La Victoria

Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in
Ponce, Puerto Rico, on Oct. 16, 2012.  Bankruptcy Judge Edward A.
Godoy oversees the case.  Gloria M. Justiniano Irizarry, Esq., at
Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as
counsel.  The Debtor estimated assets and debts of $10 million to
$50 million.  Banco Popular De Puerto Rico has $14 million in
unsecured claims.  The petition was signed by Evelyn Dominguez
Ramos, president.


PABELLON DE LA VICTORIA: Court Okays Carlos Cardona as Accountant
-----------------------------------------------------------------
Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
sought and obtained permission from the U.S. Bankruptcy Court to
employ Carlos Cardona Crespo as external accountant.

The accountant, will among other things, provide these services:

     a. provide assistance in preparing monthly reports of
        operations,

     b. prepare the necessary financial statements; and

     c. assist the debtor in any/all financial and accounting
        pertaining to, or in connection with the administration of
        the estate.

The firm's rates are:

  Professional                     Rates
  ------------                     -----
  Carlos Cardona Crespo            $60/hr
  Associates                       $35/hr

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

                   About Pabellon De La Victoria

Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in
Ponce, Puerto Rico, on Oct. 16, 2012.  Bankruptcy Judge Edward A.
Godoy oversees the case.  Gloria M. Justiniano Irizarry, Esq., at
Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as
counsel.  The Debtor estimated assets and debts of $10 million to
$50 million.  Banco Popular De Puerto Rico has $14 million in
unsecured claims.  The petition was signed by Evelyn Dominguez
Ramos, president.


PAMELA MATTHEWS: 6th Cir. Says ECMC Can Join in Suit v. Sallie Mae
------------------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit affirmed lower
court rulings that allowed Educational Credit Management
Corporation to intervene in debtor Pamela Ileen Matthews's
adversary proceeding against the consolidated lender of her
student loan, Sallie Mae.  Ms. Matthews took an appeal from the
district court's judgment and its order denying her motion for
reconsideration, asserting that both the bankruptcy and district
courts clearly erred in permitting ECMC to intervene.

Ms. Matthews initiated an adversary proceeding against
consolidated-lender Sallie Mae on July 17, 2009, seeking to
discharge student-loan obligations on grounds of undue hardship.

Ms. Matthews filed a voluntary Chapter 11 petition, which was
converted to a Chapter 7 proceeding on June 1, 2009.

The appellate case is, PAMELA ILEEN MATTHEWS, Appellant, v.
EDUCATIONAL CREDIT MANAGEMENT CORPORATION, Appellee, No. 11-6218
(6th Cir.).  A copy of the March 4 Opinion, penned by Circuit
Judge Helene N. White, is available at http://is.gd/wFGpAUfrom
Leagle.com.

Pamela Ileen Matthews filed for Chapter 11 (Bankr. E.D. Ky.
09-_____) on March 29, 2009.  The case was subsequently converted
from a Chapter 11 case to a Chapter 7 case on June 1, 2009.


PARTY CITY: iParty Purchase No Impact on Moody's B2 CFR
-------------------------------------------------------
Moody's Investors Service reports that Party City Holdings, Inc.'s
March 1, 2013 announcement that it will acquire iParty Corp. is
positive for Party City's credit profile. However, there is no
immediate impact on the company's B2 Corporate Family rating or
stable outlook.

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.

Party City Holdings, Inc. is a designer, manufacturer, distributor
and retailer of party goods and related accessories. The company's
retail brands principally include Party City and Halloween City.
Total revenue exceeded $1.9 billion for the twelve month period
ended September 30, 2012. iParty Corp. is a Massachusetts-based
party goods retailer with annual revenues near $82 million.


PHYSIOTHERAPY ASSOCIATES: S&P Lowers CCR to 'B-'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exton, Penn.-based Physiotherapy Associates Inc. to 'B-'
from 'B', based on expectations for constrained liquidity in 2013.
The outlook is stable.

At the same time, S&P lowered the issue-level ratings on the
senior secured facility (consisting of a $100 million term loan
and a $25 million revolver) to 'B+' from 'BB-'.  The recovery
rating on this debt is '1', indicating S&P's expectation for very
high (90%-100%) recovery in the event of a payment default.

In addition, S&P lowered its issue-level rating on the
$210 million senior unsecured notes to 'CCC+' from 'B-'.  The
recovery rating on the unsecured notes is '5', indicating S&P's
expectation for modest (10%-30%) recovery in the event of payment
default.

S&P's rating reflects Physiotherapy Associates' "vulnerable"
business risk profile, which incorporates its narrow operating
focus as an outpatient physical therapy provider, reimbursement
risk, exposure to economic cycles, and competition in a highly
fragmented market.  The company's credit metrics are consistent
with S&P's criteria for a "highly leveraged" financial risk
profile, characterized by its expectation for tight liquidity and
adjusted debt to EBITDA well above 8x through 2012 and 2013 (7x on
an unadjusted basis).  Physiotherapy is a provider of outpatient
rehabilitation and orthotics and prosthetics services, with a
national footprint of 650 locations across 35 states.

"We expect low-single-digit revenue growth in 2012, with a modest
improvement in 2013 resulting from higher patient volumes
outpacing lower revenue rates.  Our 2012 and 2013 base-case
assumptions primarily attribute patient volume growth with
improved productivity at existing clinics and de-novo clinics that
have opened over the past two years.  We expect the closing of
underperforming clinics will somewhat offset organic growth.  A
large portion of Physiotherapy's clinics serve the mid-Atlantic
region, and we believe Hurricane Sandy affected volume in the
fourth quarter of 2012, softening 2012 full-year visit growth.  We
believe average revenue rates in 2012 declined due to a shift to
lower in-network rates from out-of-network rates in the second
half of 2012.  We expect average revenue rates to continue to
decline in 2013 due to a Medicare revenue rate reduction (2013
impact of about $3 million) partially offset by negotiated
commercial payor contract rate increases," S&P said.

"We expect EBITDA margins generated in 2012, excluding one-time
transaction costs, to modestly improve in 2013.  We anticipate
ongoing cost containment efforts will lower cost of service and
SG&A expenses in 2013.  In 2012, we believe the company's
operating cash flow did not cover operating needs in 2012,
requiring a draw on its revolver.  As a result of higher debt
levels, we believe cushions on its most strict covenant will
remain thin through most of 2013.  Given limited borrowing
capacity, the company will need to rely on cash flow generation to
support its operational uses.  We expect the company will have
slim free operating cash flows of between $3 million and
$5 million by the end of 2013 due to our base-case growth
expectations and ongoing working capital improvements," S&P added.

After the acquisition by Court Square in the second quarter of
2012, Physiotherapy's financial risk profile is "highly
leveraged," supported by S&P's expectation of adjusted debt
leverage well over 8x (unadjusted leverage ranging between 6.5x
and 7x) and adjusted funds from operations (FFO) to debt around
12% in 2013.  S&P views the company's proposed class L common
shares as debt, because of the priority of its accumulating unpaid
yield and value of its shares.  S&P expects very modest debt
repayment on its revolver by the end of 2013, and little change in
debt protection measures.  The financial risk profile also
considers our expectation that the company will continue to
operate with very slim liquidity through 2013.


PINNACLE AIRLINES: Seeks Court Approval of Colgan-Chorus Deal
-------------------------------------------------------------
Pinnacle Airlines Corp. asks the U.S. Bankruptcy Court for the
Southern District of New York to approve a sale agreement between
Colgan Air Inc. and Chorus Aviation Inc.

The agreement authorizes Colgan to sell certain Bombardier Q400
tooling, spare parts, and a Pratt & Whitney model PW150A engine to
Chorus Aviation.

The assets (except the Bombardier Q400 tooling) have been pledged
as collateral under a credit agreement among Pinnacle, Colgan and
a group of lenders including CIT Bank.

Pinnacle said it will use the net sale proceeds to pay lenders
under the credit agreement.  It will also pay Engine & Aircraft
Strategies LLC a sales commission for marketing the assets upon
consummation of the deal, the airline said.

A court hearing is scheduled for March 28.  Objections are due by
March 15.

                      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.


PINNACLE AIRLINES: Wants Flight 3407 Claimants Objection Overruled
------------------------------------------------------------------
Pinnacle Airlines Corp. asks the U.S. Bankruptcy Court for the
Southern District of New York to overrule the objection by a group
of claimants to the proposed subordination of its punitive damage
claims under the airline's Chapter 11 plan.

Pinnacle said the Flight 3407 Claimants' objection is not an
objection to the disclosure statement but an objection to
confirmation of the plan, which shouldn't be considered by the
bankruptcy court until the confirmation hearing currently
scheduled for April 17.

With respect to the group's assertion that the disclosure
statement does not contain sufficient information, Pinnacle said
the group "cites no authority, precedent or practice justifying
the need to include any of the requested information."

The airline said, however, it is still open to negotiations with
the claimants to resolve its objections.

In a March 5 filing, the Official Committee of Unsecured Creditors
expressed support for court approval of the disclosure statement
and the continued negotiations between Pinnacle and the claimants.

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.

Meanwhile, Pinnacle filed with the bankruptcy court a copy of the
revised disclosure statement and plan to reflect new developments
in its bankruptcy case, and in response to comments received from
various parties.  The document can be accessed for free at
http://is.gd/YMLQZ4

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


PIPELINE DATA: Calpian to Buy Firm After Merchant Sale Fails
------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that credit-
card processor Pipeline Data is selling its assets to backup
bidder Calpian Inc. after the winning bidder at its January
auction, Applied Merchant Systems West Coast Inc., failed to close
on its $9.8 million purchase.

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provided credit and debit
card payment processing services to approximately 15,000
merchants.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sought bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.

In its schedules, Pipeline Data disclosed $4,491,699 in total
assets and $61,595,942 in total liabilities.

Ten affiliates of the Debtor filed separate petitions for
Chapter 11 (Bankr. D. Del. Case Nos. 12-13124 to 12-13131; Case
No. 12-13133 and 12-13134).  The cases are jointly administered
under Case No. 12-13123).


PITTSBURG REDEVELOPMENT: Fitch Rates Tax Allocation Bonds at 'BB-'
------------------------------------------------------------------
Fitch Ratings has placed the following Pittsburg Redevelopment
Agency, California's Los Medanos Community Development Project tax
allocation bonds (TABs) on Rating Watch Negative:

-- $144.2 million subordinate non-housing TABs at 'BB-'.

SECURITY

The subordinate non-housing TABs are secured by all taxes
allocated to the agency, a debt service reserve fund, and payments
from swap contracts, minus senior debt service payments, the 20%
housing set-aside, and the Contra Costa County (the county)
administrative fee.

KEY RATING DRIVERS

LAWSUIT A MAJOR RISK: The Rating Watch Negative reflects the
agency's expectation that a lawsuit will be filed that, if settled
in favor of the plaintiff, Fitch estimates would cause the
agency's non-housing subordinate TABs to default by fiscal 2017 in
the absence of future assessed value (AV) growth.

SIGNIFICANT HOME PRICE GAINS: Home prices have risen a substantial
20% through January 2013. These gains may translate into a
significant AV gain in fiscal 2014 that could mitigate an adverse
legal outcome.

OTHER TABS NOT AFFECTED: The agency's housing TABs and senior non-
housing TABs are not affected by the lawsuit. Pass-through
payments are not deducted from housing TABs' tax increment
revenues, and the senior TABs' coverage is sufficiently high to
withstand a related revenue loss without a material impact to debt
service coverage.

RATING SENSITIVITIES

LEGAL LOSS, MODEST AV GROWTH: Fitch likely would downgrade the
bonds if the lawsuit were settled in favor of the plaintiff and
there were no significant AV growth for fiscal 2014 as a material
mitigant.

CREDIT PROFILE

In early February Pittsburg Unified School District (the district)
sought a temporary restraining order against the county to block
the county from distributing $1.3 million in tax increment
revenues to the agency. The district believes this cash should be
distributed to the district as a pass-through payment, despite the
payment's subordination status to debt service. The district
maintains that its payment is senior to the annual replenishment
of certain agency reserves that have become a technical necessity
due to state-wide dissolution legislation (i.e. AB 1X 26).

The restraining order was denied. However, the court ordered the
county to hold the funds in trust until the dispute with the
district is resolved. The district has not yet served the agency,
but agency management believes legal action is forthcoming. The
agency also believes that the full annual loss of tax increment
would equal approximately $3 million if the district's lawsuit
succeeds as the outcome would apply not just to the district but
to all overlapping taxing entities with subordinated pass-through
payments.

Fitch believes this level of tax increment loss would result in a
default of the non-housing subordinate TABs by fiscal 2017 under a
no-growth AV scenario. The agency has $20.9 million of debt
service reserves, and the Fitch-estimated annual draw-down would
approximate $4.4 million, inclusive of interest earnings, loan
repayments, and adjusted for smoothing of a letter of credit fee
that is being temporarily accrued and is payable in fiscal 2015.

Fitch estimates that the TABs'reserves will be partially drawn
down through final maturity, but not depleted, under a no-growth
scenario wherein the agency wins the lawsuit.

HOUSE PRICES UP SIGNIFICANTLY

Single family home values in Pittsburg are up a substantial 20% in
January 2013 compared to the prior year, according to Zillow. It
is possible these market gains could result in a material AV gain
in fiscal 2014, which is based on home prices on January 1, 2013.
Final AV information should be available around August.

A substantial portion of homes in Pittsburg have been re-assessed
under Proposition 8, so an upward re-assessment of these homes
would not be limited to the typical 2% cap under Proposition 13. A
hypothetically substantial AV gain potentially could offset tax
increment losses related to the lawsuit if ruled in favor of the
district. Fitch estimates the AV gain would need to approximate
8.5% to fully offset the loss of tax increment if the district's
lawsuit prevails.


POWERWAVE TECHNOLOGIES: Empire Capital Holds 9% Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Empire Capital Management, L.L.C., and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 3,101,551 shares of common stock of Powerwave Technologies,
Inc., representing 9.8% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/AyfONZ

                   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.


PRECISION ENGINEERED: S&P Retains 'BB-' Rating After $40MM Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' senior
secured issue rating on Precision Engineered Products LLC (PEP)
remains unchanged after a proposed $40 million incremental term
loan.  The recovery rating on the $200 million term loan
(including the proposed $40 million increase) is '2', indicating
S&P's expectation of substantial (70% to 90%) recovery in the
event of a payment default.  S&P expects the company to use the
proceeds to fund a dividend to its private equity owners.  The
'B+' corporate credit rating and stable outlook on Attleboro,
Mass.-based PEP, a manufacturer of stampings, electrical contacts
and assemblies, specialty and clad metals, and engineered plastic
components, are unaffected.

The ratings on PEP reflect its "weak" business risk profile,
characterized by limited end-market diversity, and "aggressive"
financial risk profile.  Current leverage--measured by total debt
to EBITDA and pro forma for the incremental term loan--of 3.4x is
better than S&P's expectation of 4x to 5x, and is partly because
of demand from energy management end markets as utilities invested
in smart grid technology.  However, the pace of investment in
smart meters, which include components from PEP, has slowed amid
economic uncertainty.  S&P expects the more stable medical end
market to offset softer sales to energy markets over the next few
quarters, resulting in a slight uptick in revenues in 2013.
Stable margins should result in leverage remaining about 3.5x in
2013.

RATINGS LIST

Precision Engineered Products LLC
Corporate Credit Rating             B+/Stable/--

Ratings remain unchanged

Precision Engineered Products LLC
Senior secured
  $200 mil term loan*                BB-
   Recovery Rating                   2

* Includes incremental term loan


PVH CORP: S&P Lowers Rating on $600MM Notes Due 2020 to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
New York-based PVH Corp.'s $100 million 7.75% senior secured
debentures due 2023 to 'BBB-' from 'BBB' and the company's
$600 million 7.375% senior unsecured notes due 2020 to 'BB' from
'BB+'.  At the same time, S&P is revising its recovery rating for
the secured debentures to '2' from '1' and its recovery rating for
the unsecured notes to '5' from '3', reflecting its expectations
of substantial (70% to 90%) and modest (10%-30%) recovery for the
lenders, respectively, in case of a payment default.  The 'BB+'
corporate credit rating is unchanged.

These actions follow the completion of PVH's acquisition of
Warnaco Group Inc. in February 2013.  In particular, the change in
the issue level ratings reflects higher debt levels as the
$3 billion acquisition of Warnaco was substantially financed with
newly issued debt.

S&P's ratings on PVH, including its 'BB+' corporate credit rating,
reflect its view that the company's financial profile will
continue to be "significant" following the Warnaco acquisition,
when the company will have pro forma debt-to-EBITDA leverage in
the low- to mid-4x area.  In addition, S&P believes the company's
financial policy continues to be moderate, particularly as S&P
expects the company to aggressively reduce acquisition-related
debt with cash flow from operations consistent with past
practices.  S&P believes the company's business risk profile
continues to be "satisfactory," reflecting the corporation's good
market position as one of the larger apparel companies, its
portfolio of well-recognized brands, and its growing geographic
diversification.

PVH Corp.
Corporate Credit Rating           BB+/Stable/--

Ratings Lowered; Recovery Ratings Revised
                                  To             From
PVH Corp.
$100 mil. 7.75% sr secd
debentures due 2023              BBB-           BBB
   Recovery Rating                2              1
$600 mil. 7.375% sr unsecd
notes due 2020                   BB             BB+
   Recovery Rating                5              3


QUANTUM CORP: Private Capital Holds 8% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Private Capital Management, L.P., disclosed
that, as of Dec. 31, 2012, it beneficially owns 19,871,864 shares
of common stock of Quantum Corp. representing 8.3% of the shares
outstanding.  Private Capital previously reported beneficial
ownership of 19,405,928 common shares as of Dec. 31, 2011.  A copy
of the amended filing is available at http://is.gd/wO2BbE

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $377.94
million in total assets, $450.02 million in total liabilities and
a $72.08 million total stockholders' deficit.


QUANTUM CORP: Amends Sept. 30 Form 10-Q to Add Exhibits
-------------------------------------------------------
Quantum Corporation has amended its quarterly report on Form 10-Q
for the period ended Sept. 30, 2012, originally filed with the
Securities and Exchange Commission on Nov. 9, 2012, solely to file
Exhibits 10.2, 10.3 and 10.4 which were inadvertently omitted.

No other changes have been made to the Form 10-Q.  The amendment
speaks as of the original filing date of the Form 10-Q, does not
reflect events that may have occurred subsequent to the original
filing date and does not modify or update in any way disclosures
made in the original Form 10-Q.

Copies of the exhibits are available for free at:

                       http://is.gd/yyP2Lb
                       http://is.gd/eQvjyy
                       http://is.gd/UOGbj9
                       http://is.gd/HeBvpb
                       http://is.gd/pr34HQ

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $377.94
million in total assets, $450.02 million in total liabilities and
a $72.08 million total stockholders' deficit.


RESIDENTIAL CAPITAL: Plan Filing Exclusivity Extended to April 30
-----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York further extended the period by which
Residential Capital, LLC, and its debtor affiliates have the
exclusive right to file a plan through April 30, 2013, and their
exclusive period to solicit acceptances of that plan through
July 1.

Before the Court granted an extension of the Debtors' exclusive
period, Ally Financial, Inc., the Debtors' parent, made known that
it is frustrated with the Debtors' inability to move the
bankruptcy cases forward on the Chapter 11 plan front, yet it
remains hopeful that, with the assistance of the mediator, a
largely consensual plan with full third-party releases can be
accomplished.  If no such plan is achievable, Ally said it is
prepared to discuss a modified plan or litigate the matters to
judgment.  Ally added that it continues to believe that the
litigation route will be costly and provide no benefit to the
parties involved, other than their professionals.  Ally also told
the Court that it does not support the "global deal" reached by
the Debtors and the Official Committee of Unsecured Creditors,
which agreement Ally believes is inappropriate in light of the
ongoing state of the Chapter 11 Examiner's investigation.

An ad hoc group of certain entities holding 9.625% junior secured
guaranteed notes due 2015 stated that the Debtors' recent
commitment to permit the expiration of their plan support
agreement with Ally -- evidencing an apparent willingness to
consider plan constructs other than a settlement with Ally
predicated on non-consensual third-party releases -- constitutes
an encouraging development for the prospect of meaningful plan
negotiations.  The Ad Hoc Group maintained that the most efficient
path to global consensus is to enable the immediate consideration
of viable alternative plan structures.  With respect to the
Debtors' agreement with the Committee, the Ad Hoc Group said the
Committee has limited fiduciary duties that do not run to all
stakeholders, including junior secured noteholders.

Judge Glenn refused to terminate the Debtors' exclusive periods
despite the objections.  According to Steven Church, writing for
Bloomberg News, Judge Glenn signed the order after the Debtors
settled a dispute with noteholders by dropping a provision that
would have given the Creditors' Committee a "veto role" over any
plan the Debtors may file by the expiration of the exclusive plan
filing date.

"It may be at the end of 60 days, all bets are off," Judge Glenn
said, according to the Bloomberg report.  ResCap "would have a
hard time convincing me to extend exclusivity again."

Counsel for the Debtors, Lorenzo Marinuzzi, Esq., a partner at
Morrison & Foerster LLP, in New York, told the Court that while
they retain the exclusive right to reorganize itself, the Debtors
don't expect to file a restructuring plan that the Creditors'
Committee opposes.

                    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: Stroock's Kruger Approved as CRO
-----------------------------------------------------
Judge Martin Glenn authorized Residential Capital LLC and its
affiliates to appoint Lewis Kruger as chief restructuring officer,
effective as of Feb. 7, 2013.

Mr. Kruger is a partner and co-chair of the financial
restructuring group at Stroock & Stroock & Lavan LLP.  As CRO, he
will head a management team that will carry out the Debtors' goals
of (i) reaching and confirming a consensual Chapter 11 plan, (ii)
resolving major disputed proofs of claim, (iii) managing the
monetization of the Debtors' remaining regulated loan portfolio
and other remaining assets, which collectively have a book value
of approximately $1 billion, (iv) compliance with certain
governmental servicing-related obligations, and (v) managing the
transition of information and personnel following the sales of the
Debtors' major assets.

Mr. Kruger will be paid an hourly rate of $895 and reimbursed for
all reasonable and necessary expenses incurred in connection with
his duties as CRO.  In addition, Mr. Kruger will have the right to
earn a fee for the successful completion of his engagement
although Mr. Kruger and the Debtors' Board are still in the
process of negotiating the amount of the Success Fee and the
targets required to be achieved in order to earn the Success Fee.

                    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: Judge Peck Remains as Mediator Until May
-------------------------------------------------------------
Judge Martin Glenn, in an order dated March 5, 2013, extended the
term of the appointment of Judge James Peck as mediator in the
Chapter 11 cases of Residential Capital, LLC, and its debtor
affiliates until May 31, 2013, or an earlier date as Judge Peck
declares in a written order that the mediation is at an impasse
and should be terminated forthwith.

The extension will give parties-in-interest additional time to
decide how much the Debtors' parent, Ally Financial, Inc., must
pay to avoid a lawsuit over what it did before the Debtors filed
for bankruptcy, Steven Church of Bloomberg News said.

Prior to the Petition Date, Ally proposed paying the Debtors'
creditors $750 million to settle claims.  The Official Committee
of Unsecured Creditors opposed the settlement, complaining that
the amount is too low.  Various news sources have reported that
the court-sanction mediation among the parties have reached an
impasse.

The Creditors' Committee has indicated that it is poised to sue
Ally, noting that they have already been given the authority by
the Bankruptcy Court to pursue suits on behalf of the Debtors.
Ally has said in a regulatory filing with the U.S. Securities and
Exchange Commission that it is still willing to contribute the
$750 million, which amount could be increased or decreased in the
future.  Ally's CEO, Michael Carpenter, in February, threatened to
withdraw the prepetition settlement and go to litigation of the
talks fail.  The prepetition settlement lapsed on Feb. 28,
according to Ally's regulatory filing.

                    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).


RESPONSE BIOMEDICAL: Taps Darby Darilek Director of U.S. Sales
--------------------------------------------------------------
Response Biomedical Corp. announced that Mr. Darby L. Darilek
joined the Company on Feb. 25, 2013, as its Director of U.S.
Sales.

"This is an important hire for Response as we continue to solidify
our plans to gain U.S. market share for our well-received product
portfolio.  This strategic hire comes on the heels of a successful
U.S. FDA audit, the launch of the RAMP(R) 200 in the U.S. for use
in laboratory settings and the recent signing of two significant
U.S. based distribution agreements.  We are pleased that Mr.
Darilek has chosen to join Response at this critical juncture and
that he will be leading the multitude of growth initiatives that
we have enacted in the U.S. marketplace," said Tim Shannon, Senior
Vice President of Worldwide Sales and Marketing for Response.

Mr. Darilek brings a tremendous amount of Clinical, Sales and
Sales Management experience to Response.  He started his career as
a Registered Respiratory Therapist and Perfusionist before
pursuing a career in Sales and Sales Management.  He enjoyed
success as an Orthopedic Sales Consultant with Biomet Central
Texas Orthopedics, Inc., before moving into a Sales Management
role with Stryker Orthopedics, Inc.  Most recently, Mr. Darilek
was a Regional Sales Manager at Teleflex, Inc./Arrow International
responsible for managing a business unit with sales of
approximately $25 million.  Over the course of his seven year
tenure at Teleflex/Arrow, Mr. Darilek won numerous awards
including Regional Sales Manager of the Year in 2010 and 2011.  He
was a finalist for the award in 2012 prior to his departure from
the Company after posting the highest percentage of achievement to
plan and the highest year over year revenue growth for the third
consecutive year.  He will bring proven sales and distributor
management expertise to Response's U.S. efforts.  Mr. Darilek
received his Bachelor of Science in Perfusion Technology from the
University of Texas School of Allied Health Science and his Master
of Business Administration from Our Lady of the Lake University.

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

As reported in the TCR on April 4, 2012, Ernst & Young LLP, in
Vancouver, Canada, expressed substantial doubt about Response
Biomedical'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 of the Company's recurring losses from
operations.

The Company's balance sheet at Sept. 30, 2012, showed
C$15.4 million in total assets, C$15.9 million in total
liabilities, and a stockholders' deficit of C$494,962.

The Company has sustained continuing losses since its formation
and at Sept. 30, 2012, had a deficit of C$112.9 million and for
the nine month period ended Sept. 30, 2012, incurred negative cash
flows from operations of C$4.1 million compared to C$2.3 million
in the same period in 2011.  Also, the Company had a C$3.4 million
decrease in working capital, net of the warrant liability.  "These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."


RG STEEL: Asks Court to Overrule SNA Carbon's Sale Objection
------------------------------------------------------------
RG Steel Wheeling LLC said the objection by SNA Carbon LLC to the
proposed sale of its assets is "meritless" and should be
overruled.

RG Steel said it is only seeking to sell mineral interests under
land which it owns, and that SNA Carbon did not provide any
specific allegation of disruption to Mountain State Carbon LLC's
operations that will result from the sale of RG Steel's own
property.

SNA Carbon earlier asked U.S. Bankruptcy Judge Kevin Carey to deny
approval of the sale of RG Steel's right, title and interest in
and to 822.908 net mineral acres in West Virginia.  Bounty
Minerals LLC, the winning bidder, offered to buy the assets for
$3.3 million.

SNA Carbon said the sale might jeopardize the operations of MSC,
and that it is unable to confirm if the assets are related
to MSC's operations since RG Steel did not provide legal
descriptions of those assets.

MSC is a 50-50 joint venture of SNA Carbon and RG Steel that
produces metallurgical coke used in manufacturing steel.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


ROTECH HEALTHCARE: Deutsche Bank Holds 8% Stake at Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Deutsche Bank AG and Deutsche Bank AG, London
Branch, disclosed that, as of Dec. 31, 2012, they beneficially own
2,269,496 shares of common stock of Rotech Healthcare Inc.
representing 8.72% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/xIRCjO

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

                         Bankruptcy Warning

"In the event that we lack the ability to generate adequate cash
to support our ongoing operations, we may need to access the
financial markets by seeking additional debt or equity financing.
As disclosed in our Risk Factors, there may be uncertainty
surrounding our ability to access capital in the marketplace.  The
Company may be unable to secure the $15.0 million in additional
financing permitted to it under the Indentures for our Senior
Secured Notes and our Senior Second Lien Notes or to refinance its
indebtedness on commercially reasonable terms, in which case it
would need to identify alternative options to address its current
and prospective credit situation, such as a sale of the Company or
other strategic transaction, or a transformative transaction, such
as a possible restructuring or reorganization of the Company's
operations which could include filing for bankruptcy protection,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its rating on Orlando, Fla.-based Rotech
Healthcare Inc. to 'CCC-' from 'B'.  "The ratings reflect Rotech's
highly leveraged financial risk profile, dominated by its weak
liquidity position, high debt burden and overall sensitivity of
credit metrics to the uncertain reimbursement environment," said
Standard & Poor's credit analyst Tahira Wright.

In the Aug. 30, 2012, edition of the TCR, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Caa3 from B3 and Probability of Default Rating to Caa3
from B2.  This rating action is based on Moody's expectation that
Rotech's liquidity and credit metrics -- which are already weak --
will deteriorate further over the next few quarters.  Moody's
expects continued top-line pressure from Medicare reimbursement
cuts in 2013.


RTL-WESTCAN LTD: DBRS Raises Issuer Rating to 'BB(low)'
-------------------------------------------------------
DBRS has upgraded the Issuer Rating of RTL-Westcan Limited
Partnership (RTL or the Partnership) to BB (low) from B (high) and
confirmed the BB (low) instrument rating, with a recovery rating
of RR3, on the Partnership's Senior Secured (Second Lien) Debt.
The trend for all ratings is Stable.  The upgrade of the Issuer
Rating largely reflects RTL's significantly improved financial
risk profile following its deleveraging effort in the past two
years, causing its financial metrics to be strong, even for the
revised rating level, and continued market leadership in the niche
hauling market for fuel and bulk products in western and northern
Canada.  The challenges of operating in a competitive market and
being exposed to factors not within the Partnership's control,
such as driver availability and weather-related disruptions,
constrain RTL's business risk profile and further upside on the
ratings.  In accordance with the "DBRS Recovery Ratings for Non-
Investment Grade Corporate Issuers" criteria (revised in January
2013), the instrument rating remains unchanged at BB (low) as the
rating of a debt instrument with a RR3 recovery rating issued by a
BB-range issuer will now be the same as the Issuer Rating.

In the last rating report dated February 27, 2012, DBRS recognized
RTL's improving operating performance, application of improved
cash flow toward debt reduction and stronger financial metrics in
fiscal 2011 (year ending October 31, 2011).  At that time,
however, DBRS also believed that the Partnership's debt coverage
metrics in fiscal 2012 would remain at similar levels and expected
operating cash flow to be used to finance a high level of capex as
the fleet renewal and expansion program continued.  Instead, RTL
was able to reduce its debt level further by approximately $23
million, made possible by cash proceeds from the sale of its
aviation division in August 2012 and moderately lower capex and
working capital requirements during the year.  On aggregate, RTL
has reduced its debt level by more than $40 million since it
issued the senior secured notes in fiscal 2010.  As a result, the
Partnership's debt coverage metrics further improved, with
adjusted cash flow-to-debt of 23% in fiscal 2012 compared to 9% in
fiscal 2010 and debt-to-EBTIDA at 3.2 times (x) from 5.0x during
the same period.  DBRS understands that RTL intends to maintain
its financial metrics at similar or moderately better levels in
the medium term.  Although these financial metrics are considered
strong for a BB-rated issuer, DBRS believes that they are
necessary for RTL to maintain its current ratings because of the
challenges facing the Partnership's operations, as discussed
above.

RTL continues to be a market leader in the niche segment of
providing hauling services for fuel and bulk products (including
grain, fertilizer, anhydrous ammonia, sulphur, lime, salt, coal
and asphalt), with a focus on the western and northern Canadian
markets.  With one of the largest fleets in the region and good
supporting facilities, the Partnership has a strong market
position, ranking among the top three players and capturing at
least 30% market share in each product segment.  Although the
trucking industry is fragmented, there is a material barrier of
entry in RTL's specific niche segment, created by the need to
invest in and efficiently manage a specialized fleet, as well as
safety requirements for hauling hazardous or inflammable goods and
the capability required to handle transport in harsh weather
conditions.  This, in combination with the Partnership's ownership
of a network of supporting facilities (warehouses, yards and fuel
tanks), should help make RTL's market position defendable and
limit future competition.  The recent acquisition of Saskatchewan-
based Wrangler Tank Services Ltd. (WTS) could potentially help
cement RTL's competitive position in the oil and gas upstream
market.

Following the disposal of the aviation division to Ledcor Air
Limited (Ledcor Air) in August 2012, hauling is essentially the
dominant business of the Partnership, generating more than 90% of
revenue and EBITDA.  Its construction division carries a
supportive role to hauling, with its equipment utilized to
construct winter roads for hauling to remote and frigid northern
Canada, while engaging also in civil construction projects for
mining and infrastructure activities to maximize capacity
utilization.

DBRS considers the trucking industry highly cyclical and, as a
relatively small niche player serving specific industry segments
in a focused geographic region, RTL is exposed to specific factors
that could affect its revenue and earnings.  Demand for its
hauling services could be affected by production volume and prices
of fuel and other bulk commodities, weather conditions affecting
agricultural and road construction activities, as well as demand
for heating fuel and winter road transports.  In addition, while
industry competition keeps pricing competitive, hauling operators
have limited control over a number of cost items such as fuel and
labour.  This was evident in fiscal 2009 and 2010 when a
combination of factors (weak economic conditions, unfavourable
weather patterns, driver shortages and increased maintenance
costs) resulted in EBITDA that was 25% to 30% lower than the level
seen in fiscal 2008.

DBRS understands that RTL has taken measures to reduce revenue and
earnings volatility by (1) supplementing its year-round baseload
fuel hauling business with other products that have different
seasonal peaks, (2) completing a fleet renewal program with
purchases of newer and more fuel-efficient tractors and (3)
focusing on hiring and training new drivers to alleviate driver
shortages.  The efforts have shown some results as the EBITDA
(before a management fee) margin of the hauling division improved
to 19.1% in fiscal 2012 from 17.5% in the preceding year.
However, DBRS believes that these efforts could only partly reduce
the impact on earnings if conditions in fiscal 2010 were to repeat
themselves, and would not entirely mitigate the inherent
volatility of the industry.

Despite the industry risks mentioned above, RTL has a proven track
record of performance and safety, which allows it to maintain
long-established business relationships with mining and oil and
gas operators in the region and enter into medium-term contracts
(typically with three to five years of duration) with these
clients. DBRS understands that more than three-quarters of the
Partnership's revenue is generated by these contracts.  These
relationships provide a degree of earnings and cash flow
stability, and the Partnership has been able to generate
approximately $10 million to $20 million in free cash flow
annually under normal business conditions, which was applied
toward debt reduction in the past two years.

The ratings and Stable trend reflect DBRS's expectation that RTL's
more modern and fuel-efficient tractor fleet and the expanded
business through the acquisition of WTS should support the
Partnership's leading position in the hauling market in western
and northern Canada.  With the deleveraging effort in the past two
years, RTL's financial metrics are now strong for the rating,
although DBRS considers this necessary to cushion against
volatility and challenges inherent in RTL's business, which often
are beyond its control, as was the case in fiscal 2010.  RTL's
ratings could be pressured in the event of a prolonged period of
weak hauling volume and competitive pressure, or a material
deterioration of the Partnership's market position.  A materially
debt-financed acquisition, which may result in materially weaker
debt coverage metrics, with adjusted cash flow-to-debt falling
below 20% and adjusted debt-to-EBITDA exceeding 3.5x on a
sustained basis, could also result in lower ratings.  RTL's
current modest business scope, scale and geographic reach in a
relatively volatile hauling market will remain a significant
constraint to any further rating upgrade.  In the longer term, RTL
will need to materially improve its business scope and stability
while maintaining its financial metrics at or improving them from
their current levels for a further rating upgrade to be
considered.


SA NYU WA: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 'SA' NYU WA, Inc.
        P.O. Box 359
        16500 E. Highway 66
        Peach Springs, AZ 86434

Bankruptcy Case No.: 13-02972

Chapter 11 Petition Date: March 4, 2013

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

Judge: Brenda Moody Whinery

Debtor's Counsel: Kelly Singer, Esq.
                  QUARLES & BRADY, LLP
                  One Renaissance Square
                  Two N. Central Avenue
                  Phoenix, AZ 85004
                  Tel: (602) 229-5620
                  Fax: (602) 420-5026
                  E-mail: kelly.singer@quarles.com

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

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

The Company's list of its 18 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/azb13-02972.pdf

The petition was signed by Jennifer Turner, chief executive
officer.


SANDPOINT CATTLE: Barred From Using Cash Collateral
---------------------------------------------------
Judge Timothy J. Mahoney of the U.S. Bankruptcy Court for the
District of Nebraska denied a motion for use of cash collateral in
the Chapter 11 case of Sandpoint Cattle Company, LLC.

Sandpoint Cattle sought court approval to use cash collateral --
that is, the proceeds of the sale of bulls in February 2013 of
$1,069,907 plus proceeds of the sale of animals during the next
few months, plus the proceeds of an insurance policy. The time
period requested for use of the cash collateral is from February 6
through the week of June 16, 2013.

Alger Cattle Company, LLC, which has a lien on the cattle,
proceeds, and all other personal property, objected to the
Debtor's bid, arguing that its interest in the collateral is not
adequately protected if Sandpoint is allowed to use the sale
proceeds.

Judge Mahoney denied the request saying the obligation of the
Debtor is to adequately protect the value of the collateral on the
petition date. "The petition date value is not being protected
under the proposal, even if the third-party contribution of
$200,000 is made available," he concluded.

A copy of the Bankruptcy Court's March 1, 2013 Order is available
at http://is.gd/yj0MkOfrom Leagle.com.

                    About Sandpoint Cattle

Sandpoint Cattle Company, LLC operates a commercial cattle
business in Nebraska. It has a cow-calf herd and raises and sells
bulls.

Sandpoint Cattle filed for Chapter 11 protection (Bankr. D. Neb.
Case No. 13-40219) on February 6, 2013.  The Debtor estimated it
had assets and liabilities of $1,000,001 to $10,000,000 at the
time of the filing.  Robert F. Craig, Esq., of Craig/Bednar Law
serves as its counsel.


SCHOOL SPECIALTY: Three Committee Members Resign
------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that the members of
the official committee of unsecured creditors appointed in the
Chapter 11 cases of School Specialty, Inc., et al., are down to
four after former committee members Zazove Associates, LLC, Steel
Excel Inc., and Davis Appreciation and Income Fund voluntarily
resigned.

The Creditors' Committee is now composed of:

   1. Integrated Resources Holdings Inc.
      Attn: William DelPrincipe
      300 Atlantic St.
      Stamford, CT 06901
      Phone: 203-658-1210
      Fax: 203-658-1325

   2. S.P. Richards Company
      Attn: Alan Toney
      6300 Highlands Pkwy.
      Smyrna, GA 30082
      Phone: 770-433-3552
      Fax: 770-433-3593

   3. Quad/Graphics, Inc.
      Attn: Pat Rydzik
      N61 WZ-3044 Harry's Way
      Sussex, WI 53089
      Phone: 414-566-2721
      Fax: 414-566-9415

   4. The Bank of New York Mellon Trust Company NA
      Attn: Martin Feig
      101 Barclay St., 8 West
      New York, NY 10286
      Phone: 212-815-5383
      Fax: 724-540-64081

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: Executed ABL DIP Agreement Filed
--------------------------------------------------
Pursuant to the order granting final authority for School
Specialty, Inc., et al., to obtain $175 million from a consortium
of lenders with Wells Fargo Capital Finance, LLC, acting as
administrative agent, the Debtors filed with the U.S. Bankruptcy
Court for the District of Delaware an executed version of
Amendment No. 1 to the ABL DIP Credit Agreement, dated Feb. 27,
2013, a copy of which is available for free at:

            http://bankrupt.com/misc/SSIabldip0301.pdf

The amendment includes a provision under which the Borrowers are
required to pay to Agent, for the ratable account of the Revolving
Lenders, an amendment fee of $450,000, which fee will be fully
earned upon the entry of the Final DIP Order, with $225,000
payable upon entry of the Final DIP Order and $225,000 payable on
April 16, 2013; provided, however, that the amount payable on
April 16, 2013, will be waived if all of the Obligations and
Existing Secured Obligations have been paid in full on or before
April 15, 2013.

Aside from the $175 million ABL DIP Agreement, the Debtors also
obtained final court authority to obtain a super-priority credit
facility with a principal amount of $143,124,129 from Bayside
Finance, LLC.  A full-text copy of the Final Bayside DIP Order is
available for free at http://bankrupt.com/misc/SSIdipbs0226.pdf

Moreover, the Debtors obtained interim court authority to obtain
replacement postpetition financing totaling $155 million from
certain holders of the 3.75% Convertible Subordinated Notes due
2016.  A full-text copy of the Interim Replacement DIP Order is
available for free at http://bankrupt.com/misc/SSIadhocdip0226.pdf

A final hearing on the Replacement DIP Motion will be held on
March 15, 2013, at 11:00 A.M., before Judge Kevin J. Carey.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: Schedules of Assets and Liabilities Filed
-----------------------------------------------------------
School Specialty, Inc., and its debtor affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware schedules
disclosing these assets and liabilities:

Debtor                           Assets       Liabilities
------                           ------       -----------
School Specialty, Inc.        $176,634,925    $352,936,924
Bird-In-Hand Woodworks, Inc.    $1,755,251    $138,156,867
Califone International, Inc.    $6,033,175    $139,199,319
Childcraft Education Corp.      $4,425,868    $138,156,867
ClassroomDirect, LLC              $733,216    $138,156,867
Delta Education, LLC           $41,904,043    $138,875,339
Frey Scientific, Inc.             $583,361    $138,156,867
Premier Agendas, Inc.          $15,146,258    $138,156,867
Sax Arts & Crafts, Inc.           $583,361    $138,156,867
Sportime, LLC                   $9,193,971    $138,156,867

Full-text copies of School Specialty, Inc.'s Schedules are
available for free at http://bankrupt.com/misc/SSIsal.pdf

Full-text copies of Bird-In-Hand Woodworks, Inc.'s Schedules are
available for free at http://bankrupt.com/misc/SSIbihsal.pdf

Full-text copies of Califone International, Inc.'s Schedules are
available for free at http://bankrupt.com/misc/SSIcfsal.pdf

Full-text copies of Childcraft Education Corp.'s Schedules are
available for free at http://bankrupt.com/misc/SSIcecsal.pdf

Full-text copies of ClassroomDirect, LLC's Schedules are available
for free at http://bankrupt.com/misc/SSIcdsal.pdf

Full-text copies of Delta Education, LLC's Schedules are available
for free at http://bankrupt.com/misc/SSIdesal.pdf

Full-text copies of Frey Scientific, Inc.'s Schedules are
available for free at http://bankrupt.com/misc/SSIfreysal.pdf

Full-text copies of Premier Agendas, Inc.'s Schedules are
available for free at http://bankrupt.com/misc/SSIpasal.pdf

Full-text copies of Sax Arts & Crafts, Inc.'s Schedules are
available for free at http://bankrupt.com/misc/SSIsacisal.pdf

Full-text copies of Sportime, LLC's Schedules are available for
free at http://bankrupt.com/misc/SSIspsal.pdf

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: LaGrange No Longer Owns Shares at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, LaGrange Capital Partners, L.P., and its
affiliates disclosed that, as of Dec. 31, 2012, they do not
beneficially own shares of common stock of School Specialty, Inc.
A copy of the filing is available at http://is.gd/AwUkvW

                       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.


SCHWAB INDUSTRIES: 6th Cir. Affirms Ruling for Huntington Bank
--------------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit affirmed a
district court's grant of summary judgment to Huntington National
Bank on David Schwab's counterclaim that Huntington breached its
duties as Trustee of the Schwab Irrevocable Trust.  David Schwab
appealed the district court.

In April 1992, Jerry Schwab established a trust for the benefit of
his children.  Huntington National Bank is trustee of the Schwab
Trust.  The Trust was funded by life insurance policies on the
lives of Jerry Schwab and his wife, Donna.  The same day the Trust
was established, Jerry Schwab's business, Schwab Industries, Inc.,
entered into an agreement with Huntington stating that the life
insurance premiums funding the Trust were to be paid through
Schwab Industries.  In exchange for payment of the annual
premiums, Huntington, as trustee, granted Schwab Industries a
collateral interest in the life insurance policies limited to the
total premiums contributed by Schwab Industries.  The Agreement
also stated that it could be terminated upon the happening of
certain events, including "expiration of ten (10) days after
receipt by either party of written notice of termination given by
the other party."

About 18 years after the Schwab Trust was created, on Feb. 28,
2010, Schwab Industries filed a voluntary Chapter 11 petition.
One of Schwab Industries' creditors, KeyBank, acting as
administrative agent to several other creditors, filed an
adversary proceeding in the bankruptcy court asserting that the
creditors had a security interest in Schwab Industries' collateral
interest in the Split Dollar Agreement, and that KeyBank intended
to exercise Schwab Industries' rights to terminate the Agreement
so that it could collect the company's interest in the premiums.

As Trustee, Huntington disputed KeyBank's alleged security
interest, refused to pay KeyBank what it claimed to be entitled
to, contested KeyBank's authority to terminate the Agreement, and
argued that "any repayment by Huntington of the premiums paid by
SII [may] constitute a breach of Huntington's fiduciary duties
under the trust instrument." Huntington requested that the
bankruptcy court declare the rights of all the parties under the
Split Dollar Agreement.

One of the Trust beneficiaries, David Schwab, then filed a
counterclaim against Huntington alleging that Huntington breached
its fiduciary duties as trustee under the statutory and common law
of Florida.  The counterclaim argued that Huntington was not
acting in the best interests of the beneficiaries when it
requested a declaration that it would not be breaching its duties
if it disposed of the premiums in accordance with an order of the
court.  The counterclaim also asserted that Huntington improperly
used Trust assets to pay for legal representation in filing its
counterclaim against KeyBank and its request for declaratory
relief because those expenses were not "reasonable expenses
incurred in the management and protection of the trust."

David Schwab's counterclaim sought an order prohibiting Huntington
from paying any costs or fees from the Trust and also sought a
refund to the Trust for the attorney's fees already spent.

In November 2011, David Schwab filed a motion in the district
court to withdraw reference to the bankruptcy action.  The
district court granted the motion on March 16, 2012.

Shortly thereafter, Huntington moved for summary judgment on
KeyBank's original claims, and argued that KeyBank was not
entitled to any Trust property and even if it were, it was not
entitled to liquidated damages.  Huntington separately moved for
summary judgment on David Schwab's counterclaims against
Huntington.

On May 10, 2012, David Schwab filed a brief opposing Huntington's
motion for summary judgment.  With respect to the breach of
fiduciary duties claims against Huntington, David Schwab's brief
in opposition argued that by filing the request for declaratory
judgment in order to protect itself, Huntington "stepped out of
its role as a fiduciary," and thereby "unnecessarily brought the
beneficiaries into the lawsuit . . ." The brief also argued that
because Huntington was seeking to protect itself from suit, its
interests conflicted with the duties owed to the Trust, and thus,
Huntington should not have used its powers as trustee to pay for
legal representation from the Trust funds.  It further argued that
Huntington breached its duties by not notifying the beneficiaries
immediately after KeyBank sought termination of the Agreement and
attempted to collect Trust property.

On July 2, 2012, after successful mediation, KeyBank, Huntington,
and David Schwab reached a partial settlement, resolving the
disputes over the Split Dollar Agreement and effectively releasing
KeyBank from the action.  Following the settlement and partial
dismissal, David Schwab's counterclaim against Huntington was the
only outstanding issue.

On July 16, 2012, the district court granted Huntington's motion
for summary judgment on David Schwab's counterclaim.  The appeal
followed.

Among other things, a three-judge panel of the Sixth Circuit ruled
Monday that the claims David Schwab raised focused entirely on the
argument that Huntington breached its duties by requesting a
declaration that it would not be breaching its duties if it
disposed of the life insurance premiums in accordance with a court
order.  This argument was made in Schwab's counterclaim and in his
brief in opposition to Huntington's motion for summary judgment.
David Schwab, the panel noted, never formally raised the argument
he now asserts, that Huntington had a conflict of interest as a
secured creditor of Schwab Industries, and that the secured
creditor conflict somehow resulted in a breach of Huntington's
duties.  Because David Schwab never raised the issue, it is
forfeited, the panel said.

The appellate case is JERRY A. SCHWAB; DONNA L. SCHWAB; DAVID A.
SCHWAB, Plaintiffs-Appellants, v. HUNTINGTON NATIONAL BANK,
Defendant-Appellee, No. 12-3993 (6th Cir.).  A copy of the Sixth
Circuit's March 4 opinion is available at http://is.gd/Yzq0x8from
Leagle.com.

                      About Schwab Industries

Dover, Ohio-based Schwab Industries, Inc., produced, supplied and
distributed ready-mix concrete, concrete block, cement and related
supplies to commercial, governmental and residential contractors
throughout Northeast Ohio and Southwest Florida.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-60702) on Feb. 28, 2010.  Affiliates Medina
Cartage Co.; Medina Supply Company; Quality Block & Supply, Inc.;
O.I.S. Tire, Inc.; Twin Cities Concrete Company; Schwab Ready-Mix,
Inc.; Schwab Materials, Inc.; and Eastern Cement Corp. also sought
bankruptcy protection.  The Parkland Group, Inc., provided
restructuring services and designated Laurence V. Goddard as Chief
Restructuring Officer.  Hahn Loeser & Parks LLP served as
bankruptcy counsel.  Brouse McDowell, LPA, served as special
counsel.  Garden City Group, Inc., served as claims, noticing and
balloting agent.  The Company estimated its assets and liabilities
at $50 million to $100 million.

As part of the bankruptcy, substantially all of the Debtors'
assets via auction.  The Court entered a sale order on May 28,
2010.  Subsequently, the Court confirmed a liquidation plan.
Through the sale and plan, a creditor trust was established for
the benefit of the unsecured creditors and John B. Pidcock was
designated Creditor Trustee.  The Debtor was later renamed SII
Liquidation Company.


SEARS HOLDINGS: E. Lampert Buys 1.2-Mil. Shares for $54.9-Mil.
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward S. Lampert and his affiliates
disclosed that, as of March 4, 2013, they beneficially own
60,136,171 common shares of Sears Holdings Corporation
representing 56.5% of the shares outstanding.

In a private transaction on March 4, 2013, Mr. Lampert acquired an
aggregate of 1,239,056 shares of Holdings Common Stock from
Investors for aggregate consideration of approximately $54,964,524
using personal funds.

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

                        http://is.gd/4ozcDX

                            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: R. Klinkhammer Ceases to Own 5% Stake at Feb. 28
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Rene Klinkhammer disclosed that, as of
Feb. 28, 2013, he beneficially owns 2,648,273 shares of common
stock of SecureAlert, Inc., representing less than 1% of the
shares outstanding.  Mr. Klinkhammer has served as member of the
Board of Directors of the Company since 2010.

Mr. Klinkhammer has received revocable voting proxies from certain
shareholders of the Company.  The six Proxies cover an aggregate
of 166,878,908 Shares, including 82,500,000 Shares underlying
13,750 Series D Preferred shares that vote with the Shares at the
conversion rate of 6,000 Shares for each share of Series D
Preferred.  As a result, Mr. Klinkhammer has the discretion to
vote the equivalent of an aggregate of 169,527,181 Shares at the
Annual Meeting.

Following the conclusion of the 2013 Annual Meeting of
Shareholders held on Feb. 28, 2013, the proxies received by Mr.
Klinkhammer expired pursuant to their terms.  Accordingly, Mr.
Klinkhammer no longer has the discretion to vote the Proxy Shares.
Mr. Klinkhammer expressly disaffirms the existence of a group with
regard to the Proxy Shares and disclaims beneficial ownership of
any securities owned by holders of the Proxy Shares.

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

                         http://is.gd/s7kA9z

                        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.


SITEL LLC: Cash Flow Deficit Prompts Moody's to Cut CFR to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded Sitel LLC's corporate family
rating to Caa1 from B3, its probability of default rating to Caa1-
PD from B3-PD, and the existing ratings for the company's senior
secured and senior unsecured debts. Moody's also assigned an SGL-3
speculative grade liquidity rating to Sitel. The outlook for the
ratings is stable. The downgrade of the CFR reflects Sitel's
weaker-than-expected operating cash flow generation.

Moody's has taken the following ratings actions:

Issuer: Sitel, LLC

Corporate family rating -- Caa1, downgraded from B3

Probability of default rating -- Caa1-PD, downgraded from B3-PD

$61 million first lien revolving credit facility due 2016 -- B2,
LGD2 (26%), downgraded from B1, LGD2 (28%)

$226 million (outstanding) first lien term loan due 2017 -- B2,
LGD2 (26%), downgraded from B1, LGD2 (28%)

$200 million 11% Senior Secured Notes due 2017 -- B2, LGD2
(26%), downgraded from B1, LGD2 (28%)

$300 million 11.5% Senior Unsecured Notes due 2018 -- Caa2, LGD5
(81%), revised from LGD5 (83%)

Speculative grade liquidity -- Assigned SGL-3

Outlook: Stable

Ratings Rationale:

Moody's downgraded Sitel's CFR to Caa1 to reflect the company's
larger-than-expected free cash flow deficit in 2012 and Moody's
view that negative free cash flow will persist in 2013, leading to
further erosion in liquidity. Although Moody's expects Sitel's
EBITDA and operating cash flow to increase in 2013, the company's
debt leverage could remain near 6.0x (Moody's adjusted total debt-
to-EBITDA, including capitalized operating leases but before
incorporating debt attribution to the preferred stock) at year-end
2013, approximately one turn higher than the rating agency's
previous expectations as a result of weaker-than-expected cash
flow generation. Sitel could have limited financial flexibility
under its financial covenants in the next 12 to 18 month, while it
executes plans to reduce SG&A costs and maintain adequate levels
of spending to support revenue growth.

The Caa1 CFR reflects Sitel's lack of free cash flow and high debt
leverage, and its highly competitive customer care outsourcing
industry. The Caa1 rating is supported by Sitel's good operating
scale in a highly fragmented industry and its market position as
one of the leading providers of customer care services. Sitel's
credit profile benefits from its diversified customer base in
various end-market verticals and the good organic growth prospects
for the outsourced customer care services industry.

The SGL-3 rating reflects Moody's expectations that Sitel should
maintain adequate levels of liquidity in the next 12 to 18 months,
comprising modest levels of cash balances and availability under
the revolving credit facility. However, Moody's notes that if
expected EBITDA and operating cash flow growth does not
materialize, Sitel could have limited headroom under the financial
covenants.

Sitel's ratings could be downgraded if liquidity weakens,
including depleting cash balances and the lack of access to funds
under the revolving credit facility. The rating could be
downgraded if Sitel's prospective ability to comply with financial
covenants becomes uncertain or the company's earnings and
operating cash flow decline.

Conversely, Moody's could raise Sitel's ratings if its free cash
flow turns positive driven by sustained improvement in earnings
and the company maintains good liquidity.

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

Headquartered in Nashville, Tennessee, Sitel is a leading customer
care and business process outsourcing vendor with annual revenues
of $1.43 billion in 2012. Private equity firm Onex Corporation
owns a majority interest in Sitel Worldwide Corporation, Sitel's
parent company.


SOLAR TRUST: Settles With Parent to Confirm Plan
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee and Solar Millennium Inc.
settled with liquidators for the German parent Solar Millennium
AG, allowing for confirmation of a liquidating Chapter 11 plan
where the recovery by unsecured creditors will rise from a range
of 14% to 20% to a range of 43% to 55% on $42.5 million in claims.

The report recounts that to determine how much unsecured creditors
would receive from the liquidating plan, Solar Millennium's
unsecured creditors' committee sued the German parent and
affiliates in November.  The parent had filed $211 million in
claims in the U.S. bankruptcy.  The committee's lawsuit aimed to
knock out the claims or treat them as equity.

The report relates that a settlement was reached through
mediation.  The parent agreed to have an unsecured claim of
$100 million.  The settlement, scheduled for approval at a hearing
March 7, contains a sharing of distributions between the parent
and other unsecured creditors.

The report discloses that as result of the settlement, the
parent's recovery falls to a range of 8% to 11%.  Without the
settlement, the parent would have received the same distribution
as other unsecured creditors.  The parent and its liquidators
agree to vote in favor of the plan.  The plan and the settlement
come up for approval at a confirmation hearing on March 7.

                      About Solar Millennium

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in
California and Nevada.  Located in the "Solar Sun Belt" of the
American Southwest, the project sites have extremely high solar
radiation levels, and allow the Debtors' projects to harness high
levels of solar power generation.  Projects include the rights to
develop one of the world's largest permitted solar plant
facilities with capacity of 1,000 MW in Blythe, California.  Two
other projects contemplated 500 MW solar power facilities in
Desert Center, California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental
phase and does not generate revenue for the Debtors.  Ferrostaal
ceased providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding
after December 2011.

NextEra Energy Resources LLC committed to provide a postpetition
secured credit facility and has expressed an interest in serving
as stalking horse purchaser for certain of the Debtors' assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of
America LLC. STA Development, LLC, one of the debtors that filed
for bankruptcy April 2, owns 100% of the interests in Ridgecrest,
et al.

Ridgecrest Solar Power estimated up to US$50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to US$50,000 in
assets and up to US$10 million in liabilities.

In July 2012, NextEra Energy Inc. received formal authority to
buy the unfinished 1,000-megawatt facility in Blythe, California,
owned by Solar Millennium Inc.  NextEra is paying US$10 million
in cash plus as much as $40 million when the project is finished.

The Delaware Bankruptcy Court also approved the sale of the 500-
megawatt project under development in Desert Center, California,
to BrightSource Energy Inc. for a price that may reach about
US$30 million.


SMART ONLINE: Sells Additional $435,000 Convertible Note
--------------------------------------------------------
Smart Online, Inc., on Feb. 27, 2013, sold an additional
convertible secured subordinated note due Nov. 14, 2016, in the
principal amount of $435,000 to a current noteholder.  The Company
is obligated to pay interest on the New Note at an annualized rate
of 8% payable in quarterly installments commencing May 27, 2013.
The Company is not permitted to prepay the New Note without
approval of the holders of at least a majority of the aggregate
principal amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $27.8 million in total liabilities, and a
stockholders' deficit of $25.9 million.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2011.


SNUFFER'S RESTAURANTS: Case Summary & Creditors List
----------------------------------------------------
Debtor: Snuffer's Restaurants, Incorporated
        16475 Dallas Parkway, Suite 185
        Addison, TX 75001
        Tel: (972) 661-9911

Bankruptcy Case No.: 13-31095

Chapter 11 Petition Date: March 4, 2013

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Stephen A. McCartin, Esq.
                  GARDERE WYNNE SEWELL, LLP
                  1601 Elm Street, Suite 3000
                  Dallas, TX 75201
                  Tel: (214) 999-4945
                  Fax: (214) 999-3945
                  E-mail: smccartin@gardere.com

                         - and ?

                  Virgil Ochoa, Esq.
                  GARDERE WYNNE SEWELL, LLP
                  1601 Elm Street
                  3000 Thanksgiving Tower
                  Dallas, TX 75201
                  Tel: (214) 999-4723
                  Fax: (214) 999-3723
                  E-mail: vochoa@gardere.com

                         - and ?

                  Clinton R. Snow, Esq.
                  GARDERE WYNNE SEWELL, LLP
                  1000 Louisiana, Suite 3400
                  Houston, TX 77002-5011
                  Tel: (713) 276-5131
                  Fax: (713) 276-6131
                  E-mail: csnow@gardere.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txnb13-31095.pdf

The petition was signed by Patrick D. Snuffer, president.


SOUTHERN AIR: US Trustee Objects to Plan's Exculpation Provision
----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee assigned to the Southern
Air Holdings, Inc., et al.'s Chapter 11 cases, objects to and asks
the U.S. Bankruptcy Court for the District of Delaware to deny
confirmation of the Second Amended Joint Plan because it provides
exculpation to certain parties, members of the Official Committee
of Unsecured Creditors and its professionals, which provision is
contrary to applicable law.  The U.S. Trustee asserts that the
list of parties receiving exculpation should be limited to those
parties who served in the capacity of estate fiduciaries, such as
estate professionals and the Debtors' directors and officers.

A hearing on the confirmation of the Plan is scheduled for
March 14, 2013 at 10:00 a.m.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.


SOUTHERN MONTANA: Obtains Final Cash Collateral Order
-----------------------------------------------------
Judge Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana granted final approval of the motion filed by
the Chapter 11 Trustee of Southern Montana Electric Generation and
Transmission Cooperative, Inc., to access the Debtor's cash
collateral.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


SYMPHONYIRI GROUP: S&P Affirms 'B+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Chicago, Ill.-based SymphonyIRI Group Inc.  The
outlook is stable.

At the same time, S&P affirmed its 'B+' issue-level rating, with
a'3' recovery rating, on the $430 million (including the
$30 million add-on) term loan, indicating S&P's expectation for
average (50% to 70%) recovery for debtholders in the event of a
default.  The amended credit facilities consist of a
$50 million revolving credit facility due 2017 and a $430 million
($424 million outstanding) term loan due 2017.

The proposed transaction will provide SymphonyIRI funding for
general corporate purposes, including acquisitions.

Standard & Poor's Ratings Services' rating on SymphonyIRI
incorporates its assumptions of modest revenue growth and
improving credit measures over the intermediate term.
SymphonyIRI's business profile is "weak," in S&P's opinion,
because of its narrow business base, lack of critical mass in
revenue and EBITDA, and keen competition.  S&P views SymphonyIRI's
financial profile as "aggressive" because it believes its private-
equity shareholders aims to maximize returns through debt-financed
acquisitions and/or cash distributions.  S&P assesses the
company's management and governance as "fair."

SymphonyIRI provides market measurement and data analytics
principally to consumer products companies.  It bids against its
principal competitor, the much larger and better-capitalized
Nielsen Holdings N.V., for virtually all of its market research
data contracts, with relatively little pricing flexibility.  Much
of SymphonyIRI's consumer goods market measurement segment
(representing the majority of total revenue) is under long-term
contract, but this segment is mature, and contract renewal is
subject to tough competition.  Long-term revenue and EBITDA growth
will mainly reflect the faster-growing and higher-margin solutions
and services segment.  If SymphonyIRI is not overly aggressive in
pursuing expiring client contracts at Nielsen, key credit measures
should gradually improve in the absence of debt-financed
acquisitions.  SymphonyIRI generates about 40% of its revenues
outside of the U.S, mainly from Europe.  The company does not have
a presence in South America or Asia; such expansion could offer
revenue growth opportunities but would entail significant capital
investments.


TECHDYNE LLC: US Trustee Wants Case Dismissed or Converted
----------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for the District of Arizona,
asks the U.S. Bankruptcy Court for the District of Arizona to
dismiss the Chapter 11 case of TechDyne, LLC, or convert the
Chapter 11 case to one under Chapter 7.

The U.S. Trustee points out that the Debtor's case does not appear
to be progressing and appears to be stalled to the detriment of
creditors.  Failure to prosecute a Chapter 11 case in an
expeditious manner is cause to dismiss or convert the case, the
U.S. Trustee asserts.  Moreover, the Debtor's administrative
deficiencies of failing to remain current on monthly operating
reports weighs heavily in favor of dismissal or conversion, the
U.S. Trustee further asserts.

A hearing on the U.S. Trustee's Motion is set for March 21, 2013,
at 11:00 AM.  Objections are due by March 15.

                       About TechDyne, LLC

Scottsdale, Arizona-based TechDyne, LLC, is a developer and
entrepreneur of two patented technologies: light armor and a
medical cervical devise to prevent premature births.

The Company filed for Chapter 11 protection (Bankr. D. Ariz. Case
No. 11-16739) on June 9, 2011.  Judge Charles G. Case, II,
presides over the case.  In its schedules, the Debtor disclosed
$100,000,070 in assets and $701,313 in debts.  The petition was
signed by Benjamin V. Booher, Sr., managing member.

The U.S. Trustee for Region 8, has not appointed an official
committee of unsecured creditors in the Debtor's case because an
insufficient number of persons holding unsecured claims have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.

Bradley J. Stevens, Esq. -- bstevens@jsslaw.com -- at Jennings,
Strouss & Salmon, PLC, in Phoenix, Ariz., represents the Debtor as
counsel.


TELEMETRICS INC: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Telemetrics, Inc.
          dba Howard Johnson
          fka Ramada Inn
        PRONSKE & PATEL, P.C.
        2200 Ross Avenue, Suite 5350
        Dallas, TX 75201

Bankruptcy Case No.: 13-50567

Chapter 11 Petition Date: March 4, 2013

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

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 14 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txwb13-50567.pdf

The petition was signed by Tariq Mahmood, president.


THELEN LLP: Suit In Limbo As 2nd Circ. Mulls Unfinished Business
----------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a New York federal
judge set discovery deadlines Tuesday in Thelen LLP's trustee
clawback suit against nine former partners who decamped to
Robinson & Cole LLP, while the parties wait on two pending Second
Circuit cases over the still-evolving unfinished business
doctrine.

The report related that U.S. District Judge William H. Pauley set
a fact discovery deadline for July 31 in the suit at a status
conference Tuesday, but questioned whether proceeding to discovery
was worth it as the parties await a Second Circuit ruling in a
related Thelen suit.

                         About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


THERMOENERGY CORP: Amends 63.8 Million Common Shares Prospectus
---------------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission an amendment to its Form S-1 registration
statement relating to the resale of up to 63,856,250 shares of
Common Stock, par value $0.001 per share, of the Company by George
M. Abraham, Ines Bahl, IRRL, Cary G. Bullock, et al.  The Company
will not receive any proceeds from the sale of the Common Stock by
the selling stockholders.

No underwriter or other person has been engaged to facilitate the
sale of shares of the Company's Common Stock in this offering.
The Company is paying the cost of registering the shares covered
by this prospectus as well as various related expenses.  The
selling stockholders are responsible for all discounts, selling
commission and other costs related to the offer and sale of their
shares.

The Company's Common Stock is currently traded on the Over-the-
Counter Bulletin Board under the symbol "TMEN.OB."  On Jan. 11,
2013, the last reported sale price of our Common Stock on the
OTCBB was $0.07 per share.

A copy of the Amendment No.2 is available for free at:

                         http://is.gd/5SPTys

                    About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $3,387,000 and its
total liabilities exceeded its total assets by $4,603,000.

The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$3.85 million in total assets, $13.06 million in total
liabilities, and a $9.21 million total stockholders' deficiency.


THQ INC: WWE & Viacom Resign From Creditors' Committee
------------------------------------------------------
World Wrestling Entertainment, Inc., and Viacom International
Inc., resigned as members of the Official Committee of Unsecured
Creditors appointed in the Chapter 11 cases of THQ Inc., et al.,
according to a notice filed with the U.S. Bankruptcy Court for the
District of Delaware by Robert A. DeAngelis, the U.S. Trustee for
Region 3.

In line with the resignation, the Creditors' Committee is now
composed of three members, namely:

   1. Wilmington Trust, N.A.
      Attn: Peter Finkel
      50 South Sixth St., Ste. 1290
      Minneapolis, MN 55402
      Phone: 612-217-5629

   2. Mattel, Inc.
      Attn: Jeffrey Korchek
      333 Continental Blvd., Mail Stop M1-1518
      El Segundo, CA 90245
      Phone: 310-252-4229
      Fax: 310-252-2567

   3. Silverback Asset Management, LLC
      Attn: Jason Han
      1414 Raleigh Rd., Ste. 250
      Chapel Hill, NC 27517
      Phone: 919-969-4338
      Fax: 919-969-9828

                           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.


THQ INC: Employs Great American as Liquidating Consultant
---------------------------------------------------------
THQ Inc., et al., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Great
American, LLC, as their liquidating consultant.

                           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.


THQ INC: Schedules of Assets and Liabilities Filed
--------------------------------------------------
THQ Inc., and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware their schedules
disclosing these assets and liabilities:

Debtor                           Assets       Liabilities
------                           ------       -----------
THQ Inc.                         $206,932,629   $253,410,733
Vigil Games, Inc.                  $1,627,819    $36,805,310
Volition, Inc.                       $869,663    $90,580,714
THQ Wireless, Inc.,                        $0    $18,505,261
THQ Digital Studios Phoenix, Inc.          $0             $0

Full-text copies of THQ Inc.'s Schedules are available for free
at http://bankrupt.com/misc/THQincsal.pdf

Full-text copies of Vigil Games, Inc.'s Schedules are available
for free at http://bankrupt.com/misc/THQvigilsal.pdf

Full-text copies of Volition, Inc.'s Schedules are available for
free at http://bankrupt.com/misc/THQvolisal.pdf

Full-text copies of THQ Wireless, Inc.'s Schedules are available
for free at http://bankrupt.com/misc/THQwiresal.pdf

Full-text copies of THQ Digital Studios Phoenix, Inc.'s Schedules
are available at http://bankrupt.com/misc/THQdspsal.pdf

                           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.


UNDERGROUND ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Underground Energy, Inc.
        2948 Nojoqui Avenue, Suite 4
        P.O. Box 776
        Los Olivos, CA 93441-0776

Bankruptcy Case No.: 13-10563

Chapter 11 Petition Date: March 4, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Santa Barbara)

Debtor's Counsel: William E. Winfield, Esq.
                  NORDMAN CORMANY HAIR & COMPTON, LLP
                  1000 Town Center Drive, 6th Floor
                  Oxnard, CA 93031-9100
                  Tel: (805) 485-1000
                  E-mail: wwinfield@nchc.com

Scheduled Assets: $2,475,669

Scheduled Liabilities: $4,135,186

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-10563.pdf

The petition was signed by John Bean, chief financial officer.


UPPER CRUST: Proceeds to Estate Exceed $1.65-Mil. Auction
---------------------------------------------------------
DJM Realty provided an update on the The Upper Crust Pizzeria's
bankruptcy asset auction.

The Upper Crust Pizzeria was an upscale Boston based chain of
pizzeria restaurants since 2001.  The chain declared bankruptcy in
2012 amid allegations that its founder violated labor laws and
utilized company monies for personal expenses.  The bankruptcy
filing excluded the intellectual property and six operating
stores.

Situation:

The Upper Crust, LLC and related entities filed voluntary
petitions pursuant to Chapter 11 of the Bankruptcy Code.  On
November 7, 2012, the Court entered an Order requiring the
appointment of a Chapter 11 Trustee and Mark DeGiacomo was
appointed.  After his appointment, the Trustee determined that the
company could not pay the operating expenses required to keep the
restaurants open with cash collateral alone.  When the Trustee was
unable to obtain any type of infusion of cash, the decision was
made to close the businesses.  The Trustee determined that a sale
of the bankruptcy estates' interest in its assets consisting of
its leasehold interests, furniture, fixtures and equipment (FF&E)
and liquor licenses was in the best interest of the bankruptcy
estate and creditors.

Transaction results:

On November 26, 2012, the Trustee retained DJM Realty to
aggressively market the assets of the bankruptcy estate which
included leases for ten restaurants and one commissary facility
along with any associated FF&E in each restaurant and liquor
licenses associated with four of the restaurants.

Being held to an extremely short marketing period, DJM Realty's
efforts yielded 128 prospects.  By the conclusion of the bidding
deadline, 31 qualified bids were received with high bids of
$947,000 in the aggregate.  After spirited bidding amongst the
qualified bidders at the auction, the gross proceeds to the estate
exceeded $1,650,000 which achieved an additional 75% return in
proceeds to the estate above the initial offers received.  The
hearing to approve the sales took place on December 27, 2012.

Upper Crust Pizza LLC, the operator of upscale pizza restaurants
in Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 12-18134) on Oct. 4, 2012, in Boston.  John C. Elstad,
Esq., at Murphy & King, P.C., in Boston, serves as counsel.  The
Debtor estimated under $10 million in both assets and liabilities.


VALENCE TECHNOLOGY: ClearBridge Does Not Own Shares at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, ClearBridge Investments, LLC, disclosed that,
as of Dec. 31, 2012, it does not beneficially own shares of common
stock of Valence Technology Inc.  A copy of the filing is
available for free at http://is.gd/JfuOsc

                    About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors, LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VENTANA 20/20: Disclosure Statement Hearing Continued to March 12
-----------------------------------------------------------------
The Bankruptcy Court has continued the hearings: (1) to approve
the adequacy of the disclosure statement for Ventana 20/20 LP's
plan of organization dated Nov. 1, 2012; and (2) to approve the
stipulation on the continued use of East West Bank's cash
collateral, to March 12, 2013, at 10:00 a.m.

                        The Chapter 11 Plan

As reported in the TCR on Dec. 28, 2012, the goal of the Plan is
to continue the Debtor's operation as a business entity, including
the marketing of properties, which will allow the Debtor to repay
creditors.  The secured debt needs to be reasonably restructured
so payment obligations do not outstrip the income from the sale
and rental of the project.

The Plan will be funded by future operations of the Debtor's
business, including the rental, sale, re-financing, joint
venturing, re-capitalization, and/or development of properties
owned by the Debtor.  The Plan also provides estimated time
periods during which the property will generate rental income and
Net Sales Proceeds, so as to pay creditors under the Plan.  In
light of market turbulence, making projections as to disposition
or development dates is difficult, however, based upon the
expertise and experience of the Debtor and its principals, the
projections are as accurate an estimate as can be made.  With a
reasonable restructure of the secured indebtedness, the Debtor
will be able to repay all creditors, as set forth in this Plan.

The existing management for the Debtor will remain in place.  John
P. Murphy, the existing Managing Member of Ventana 20/20 GP, LLC,
which is the General Partner of Ventana 20/20 LP, will continue in
place, bringing his extensive and successful experience to the
reorganized Debtor.

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

           http://bankrupt.com/misc/VENTANA_2020_ds.pdf

                      About Ventana 20/20 LP

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case.  Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.  Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by Warren J. Stapleton,
Esq., at Osborn Maledon, P.A.

In September, the United States Trustee said that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Ventana 20/20 LP.  The U.S. Trustee said it
attempted to solicit creditors interested in serving on the
Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee, to appoint a
proper Committee.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


VERMILLION INC: Incurs $7.1 Million Net Loss in 2012
----------------------------------------------------
Vermillion, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$7.14 million on $2.09 million of total revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $17.79 million on
$1.92 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $8.63 million
in total assets, $3.96 million in total liabilities and $4.66
million in total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/LPpUs2

                        About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.


VOLKSWAGEN-SPRINGFIELD: Case Converted to Chapter 7
---------------------------------------------------
VWS Liquidation, Inc., known as Volkswagen-Springfield, Inc.
before it sold its Volkswagen dealership, sought and obtained an
order converting its bankruptcy case to a Chapter 7 liquidation.

The Debtor in August won approval to sell substantially all of its
assets to Sheehy Auto Stores, Inc.  The sale closed on August 23,
2012.  Following closing of the sale, the Debtor wound down its
limited remaining operations.  In early October 2012, the Debtor
vacated its former premises.  The Debtor no longer has any
employees or operations.  The Debtor said it won't be able to
confirm a plan under Chapter 11.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor estimated assets and debts
of $10 million to $50 million as of the Chapter 11 filing.  The
Debtor operated one of the largest Volkswagen franchised
dealerships in the Mid-Atlantic region.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.  Marcher Consultants, Inc.,
serves as its financial consultant.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4 appointed
Todd Ruback as consumer privacy ombudsman.  No creditors'
committee has been appointed in the case.


WATERFORD FUNDING: Schedules Modified in Suit v. REM Capital
------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier approved a Second Stipulation
and Joint Motion for Modification of Scheduling Order, submitted
by Gil A. Miller, Chapter 11 Trustee for Waterford Funding, LLC et
al.; and REM Capital.

The parties are embroiled in the lawsuit, GIL A. MILLER, Chapter
11 Trustee for WATERFORD FUNDING, LLC et al., Plaintiff, v. REM
CAPITAL, Defendant, Adv. Proc. No. 11-02350 (Bankr. D. Utah).
Pursuant to the Joint Motion, the parties request a modification
of the Order Governing Scheduling and Preliminary Matters entered
on Oct. 14, 2011, as amended on July 17, 2012.  According to the
Second Stipulation:

     a. The deadline for filing dispositive or potentially
        dispositive motions is April 19, 2013;

     b. Counsel for the parties will hold an attorneys' conference
        on May 28, 2013 at 10:00 a.m. at the office of the
        Plaintiffs' counsel;

     c. The parties will file a proposed pretrial order on or
        before June 11, 2013; and

     d. The final pre-trial conference will be held on June 25,
        2013, at 2:00 p.m., before the Honorable R. Kimball
        Mosier, United States Bankruptcy Judge, in Room 369,
        Frank E. Moss United States Courthouse, 350 South Main
        Street, Salt Lake City, Utah.

A copy of the Court's March 4, 2013 Order is available at
http://is.gd/RyQ2Usfrom Leagle.com.

                     About Waterford Funding

Based in Salt Lake City, Utah, Waterford Funding, LLC --
http://www.waterfordfunding.com/-- specialized in solving the
short-term cash flow problems of new, early-stage and established
commercial enterprises through real-estate based loans.  Waterford
Funding and Waterford Loan Fund filed for Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 09-22584 and 09-22583) on March 20, 2009.

James W. Anderson, Esq., at Miller Guymon, PC, served as the
Debtors' counsel.  Waterford Loan Fund's petition estimated
$1 million to $10 million in assets, and $50 million to
$100 million in debts.

Affiliates Waterford Services LLC, Waterford Candwich LLC,
Waterford Perdido LLC, and Investment Recovery, L.C., also sought
Chapter 11 protection.

On Jan. 5, 2010, the Court approved the resignation of Daniel A.
Scarlet as Chief Restructuring Officer and the appointment of Gil
A. Miller as the Chapter 11 Trustee.

In January 2011, the Bankruptcy Court granted the Chapter 11
Trustee's request for substantive consolidation as of March 20,
2009, of the Debtors' cases.

The Chapter 11 Trustee is represented by:

          Peggy Hunt, Esq.
          Benjamin J. Kotter, Esq.
          Paul J. Justensen, Esq.
          DORSEY & WHITNEY LLP
          Salt Lake City, UT
          E-mail: hunt.peggy@dorsey.com
                  kotter.benjamin@dorsey.com
                  justensen.paul@dorsey.com


WATERFORD FUNDING: Schedules Revised in Lawsuit v. Richard Miller
-----------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier gave his stamp of approval on a
Second Stipulation and Joint Motion for Modification of Scheduling
Order, submitted by Gil A. Miller, Chapter 11 Trustee for
Waterford Funding LLC et al., and Richard Miller.

The parties are involved in the lawsuit, GIL A. MILLER, Chapter 11
Trustee for WATERFORD FUNDING, LLC et al., Plaintiff, v. RICHARD
MILLER, Defendant, Adv. Proc. No. 11-02352 (Bankr. D. Utah). A
copy of the Court's March 4, 2013 Order is available at
http://is.gd/QFiZpsfrom Leagle.com.

Pursuant to the Joint Motion, the parties request a modification
of the Order Governing Scheduling and Preliminary Matters entered
on Oct. 14, 2011, as amended on July 17, 2012.  The parties agree
that:

      a. The deadline for filing dispositive or potentially
         dispositive motions is April 19, 2013;

      b. Counsel for the parties shall hold an attorneys'
         conference on May 28, 2013 at 10:00 a.m. at the office of
         the Plaintiffs' counsel;

      c. The parties will file a proposed pretrial order on or
         before June 11, 2013; and

      d. The final pre-trial conference will be held on June 25,
         2013 at 2:00 p.m., before the Honorable R. Kimball
         Mosier, United States Bankruptcy Judge, in Room 369,
         Frank E. Moss United States Courthouse, 350 South Main
         Street, Salt Lake City, Utah.

                     About Waterford Funding

Based in Salt Lake City, Utah, Waterford Funding, LLC --
http://www.waterfordfunding.com/-- specialized in solving the
short-term cash flow problems of new, early-stage and established
commercial enterprises through real-estate based loans.  Waterford
Funding and Waterford Loan Fund filed for Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 09-22584 and 09-22583) on March 20, 2009.

James W. Anderson, Esq., at Miller Guymon, PC, served as the
Debtors' counsel.  Waterford Loan Fund's petition estimated
$1 million to $10 million in assets, and $50 million to
$100 million in debts.

Affiliates Waterford Services LLC, Waterford Candwich LLC,
Waterford Perdido LLC, and Investment Recovery, L.C., also sought
Chapter 11 protection.

On Jan. 5, 2010, the Court approved the resignation of Daniel A.
Scarlet as Chief Restructuring Officer and the appointment of Gil
A. Miller as the Chapter 11 Trustee.

In January 2011, the Bankruptcy Court granted the Chapter 11
Trustee's request for substantive consolidation as of March 20,
2009, of the Debtors' cases.

The Chapter 11 Trustee is represented by Peggy Hunt, Esq.,
Benjamin J. Kotter, Esq., and Paul J. Justensen, Esq., at Dorsey &
Whitney LLP.


WECHSLER & CO: Taps DelBello as Substitute Counsel
--------------------------------------------------
Wechsler & Co., Inc., sought and obtained approval from the
Bankruptcy Court to employ DelBello Donnellan Weingarten Wise &
Wiederkehr LLP as attorneys, effective as of Jan. 1, 2013,
replacing Rattet Pasternak, LLP.

Effective Jan. 1, 2013, Rattet Pasternak merged with DDWWW, based
at One North Lexington Avenue, 11th Floor, White Plains, New York.

The Debtor has elected to engage DDWWW for at least these reasons:

     (i) Jonathan S. Pasternak has served as the Debtor's counsel
since the inception of the case and has knowledge related to the
case that is valuable to the Debtor and would be costly and time-
consuming to duplicate;

    (ii) the current billing rates for Jonathan S. Pasternak and
the other DDWWW attorneys and paraprofessionals are equal to RP's
2012 billing rates; and

   (iii) the knowledge and experience of the other partners,
associates and paraprofessionals at DDWWW make it an ideal fit for
this case.

                     About Wechsler & Co., Inc.

Mount Kisco, New York-based Wechsler & Co., Inc., is a private
investment firm that invests in both public and privately held
companies.  The Company filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-23719) on Aug. 18, 2010.  Jonathan S.
Pasternak, Esq., at Rattet, Pasternak & Gordon Oliver, LLP,
assists the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $10 million to $50 million as of the
Petition Date.


WESTERN UTAH: Default Judgments Entered v. Lindale and Shupe
------------------------------------------------------------
Bankruptcy Judge William T. Thurman granted Motions for Entry
of Default Judgment filed by:

     (a) Copper King Mining Corporation against Alexander Lindale,
LLC, a Minnesota limited liability company, Wilford R. Blum, an
individual, Stephen G. Bennett, an individual; and

     (b) Western Utah Copper Company and Copper King Mining
Corporation against William Shupe, an individual.

The Defendants were served with the Summons and Complaint, but
have failed to appear, answer or otherwise defend in the adversary
proceeding, and the time allowed by law for doing so has passed.

Judge Thurman ruled that:

   -- Monetary Transfers received by Mr. Shupe are fraudulent
      transfers within the meaning of 11 U.S.C. Section 544(b),
      and Utah Code Ann. Sections 25-6-5(1)(b), 25-6-6(1), and
      25-6-6(2).

   -- Obligations and Stock Transfers received by Alexander
      Lindale, Mr. Blum and Mr. Bennett are each a fraudulent
      transfer within the meaning of 11 U.S.C. Section
      548(a)(1)(B) and 544(b), and Utah Code Ann. Sections
      25-6-5(1)(b), 25-6-6(1), and 25-6-6(2).

Each of these fraudulent transfers are recoverable under 11 U.S.C.
Section 550.

The Court directed the:

   -- the Lindale Defendants, jointly and severally, to return
      $12,993,430, plus interest at the legal rate from and after
      May 18, 2013, until paid in full.

   -- Mr. Shupe to return $127,187, plus interest at the legal
      rate from and after May 18, 2013, until paid in full.

The Court also said that any proofs of claim of the Defendants
filed against the bankruptcy estates of the Plaintiffs, if any,
are disallowed until the time as all amounts awarded under
the judgment are paid in full.

The lawsuits are:

COPPER KING MINING CORPORATION, Plaintiff, v. ALEXANDER LINDALE,
LLC, a Minnesota limited liability company, WILFORD R. BLUM, and
STEPHEN G. BENNETT, Defendants, No. BK-10-30002-WTT, Adversary
No. 12-02210, (Bankr. D. Utah.).

WESTERN UTAH COPPER COMPANY, and COPPER KING MINING CORPORATION,
Plaintiffs, v. WILLIAM SHUPE, Defendant, BK-10-29159-WTT, Jointly
Administered with Case No. 10-30002 WTT, Adversary No 12-02207,
(Bankr. D. Utah.).

A copy of the Court's March Default Judgments are available at
http://is.gd/q3fWdXand http://is.gd/AzI34efrom Leagle.com.

                     About Western Utah Copper
                          and Copper King

Milford, Utah-based Copper King Mining Corporation, aka Western
Utah Copper Company, filed for Chapter 11 bankruptcy protection on
May 18, 2010 (Bankr. D. Nev. Case No. 10-51912).  The Company
estimated assets and debts at $100 million to $500 million in its
Chapter 11 petition.

The Company's affiliate, Western Utah Copper Company, filed a
separate Chapter 11 petition (Bankr. D. Nev. Case No. 10-51913) on
May 18, 2010.  Western Utah Copper estimated assets at $50 million
to $100 million in assets and $500 million to $1 billion in debts.

The U.S. Bankruptcy Court for the District of Nevada approved in
August 2011 the intra-district transfer of the Chapter 11 case
of Copper King to the District of Utah (Case Nos. 10-29159 and
10-30002).

Attorneys at Lewis and Roca LLP and Levene, Neale, Bender, Yoo &
Brill L.L.P. serve as counsel to the Debtors.  McGuireWoods LLP
serves as counsel to the Official Committee of Unsecured
Creditors.

Reorganization Counsel for the Reorganized Debtors are Martin J.
Brill, Esq. -- mjb@lnbyb.com -- David B. Golubchik, Esq. --
dbg@lnbyb.com -- Krikor J. Meshefejian, Esq. -- kjm@lnbyb.com --
at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los Angeles,
California.

Local Counsel for the Reorganized Debtors is Steven R. Skirvin,
Esq. -- srs@dkclaw.com -- at Law Offices of William E. Crockett,
in South Jordan, Utah.


WESTINGHOUSE SOLAR: CBD Reports $5.6MM Net Income for H2 2012
-------------------------------------------------------------
CBD Energy Limited returned to profitability for its fiscal half
year ended Dec. 31, 2012.  CBD noted that key contributors to its
improved performance were sales of solar projects in Italy and the
United States, reaching equity close on the Taralga Wind Farm with
partner, Banco Santander, and a return to profitability by its
wholly-owned subsidiaries, Parmac and Captech.

As previously announced, Westinghouse Solar, Inc., and CBD are
parties to a proposed business combination under an Agreement and
Plan of Merger dated May 7, 2012.  CBD and the Company are working
toward completion of the Form F-4 Registration Statement and Proxy
Statement, planned to be filed in the coming weeks with the
Securities and Exchange Commission.  The companies currently
anticipate merger closing by mid this year.  CBD has applied for
listing on the NASDAQ Stock Exchange, to be effective upon
consummation of the merger.  CBD intends to delist from the ASX
upon merger closing, subject to shareholder approval.  CBD
believes the NASDAQ Stock Exchange provides better valuations for
renewable energy companies and better access to a broader capital
market.

CBD reported net profit of $5.65 million on $53.71 million of
revenues from continuing operations for the half year ended
Dec. 31, 2012, as compared with a net loss of $8.58 million on
$37.02 million of revenues from continuing operations during the
half year period ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $52.83
million in total assets, $34.93 million in total liabilities and
$17.90 million in total equity.

According to CBD Executive Chairman, Mr. Gerry McGowan, the
turnaround was particularly pleasing in a tough market and had
come about from a tremendous team effort.

"Our operations now span Asia, Europe, the US and Australia and
winning projects in all these markets has not only returned the
company to profitability but established a significant pipeline of
forward work.  Additionally all subsidiaries are performing to
plan," Mr. McGowan said.

A copy of the Report is available at http://is.gd/kQxfY2

                         About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

As reported in the TCR on April 16, 2012, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
Westinghouse Solar's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered significant operating losses and has negative
cash flow from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$4.4 million in total assets, $5.6 million in total liabilities,
and a stockholders' deficit of $1.2 million.


WESTMORELAND COAL: Michael R. D'Appolonia Retires From Board
------------------------------------------------------------
Michael R. D'Appolonia notified the Board of Directors of his
desire to retire from the Board after 5 years of service to
Westmoreland Coal Company for personal reasons and, accordingly,
that he will not stand for re-election as a director at the 2013
Annual Meeting of Stockholders.

During his tenure, Mr. D'Appolonia served as Chair of the Audit
Committee and the Compensation and Benefits Committee.  He also
served on the Executive Committee and the Nominating and Corporate
Governance Committee.  His retirement will be effective at the
2013 Annual Meeting of Stockholders.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $971.15
million in total assets, $1.22 billion in total liabilities and a
$252.74 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WINDSORMEADE OF WILLIAMSBURG: Taps Hirschler as Local Counsel
-------------------------------------------------------------
Virginia United Methodist Homes of Williamsburg, Inc., seeks
permission from the Bankruptcy Court to engage Hirschler
Fleischer, P.C. as local counsel, nunc pro tunc to the Petition
Date.

As a result of its prepetition representation of the Debtor,
Hirschler's attorneys have become familiar with the complex
factual and legal issues that will have to be addressed in the
Chapter 11 case.

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 Hirschler' professionals and paraprofessionals
expected to be most active in the Debtor's case are:

          Professional                Hourly Rate
          ------------                -----------
          Michael H. Terry               $465
          Robert S. Westermann           $395
          Sheila deLa Cruz               $295

The Debtor believes the firm is a "disinterested person" within
the meaning of Sec. 101(14) of the Bankruptcy Code.

                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: McGuireWoods Is Bond Counsel
----------------------------------------------------------
Virginia United Methodist Homes of Williamsburg, Inc., seeks
permission from the Bankruptcy Court to engage McGuireWoods LLP as
special bond counsel effective as of the Petition Date.

Prior to the Petition Date, the Debtor retained McGuireWoods to,
among other things, assist the Debtor in connection with the
issuance of bonds.

The Debtor believes it is crucial that McGuireWoods be retained as
special bond counsel given the firm's knowledge and experience in
representing the Debtor over the past seven years.

The firm intends to charge for its services on an hourly basis and
seek reimbursement of actual and necessary out-of-pocket expenses.

McGuireWoods' current hourly rates may range from $350 to $1,020
per hour for attorneys and $100 to $325 per hour for legal
assistants and support staff.

                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 Deloitte as Advisor
------------------------------------------------------
Virginia United Methodist Homes of Williamsburg, Inc., seeks
permission from the Bankruptcy Court to hire Deloitte Financial
Advisor Services LLP as restructuring advisor, nunc pro tunc to
the Petition Date.

Deloitte FAS will, among other things, assist the Debtor in
connection with the identification, evaluation, development and
implementation or restructuring strategies and tactics.

Deloitte FAS 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 Deloitte FAS personnel currently
expected to have primary responsibility for providing services to
the Debtor are:

          Category                    Hourly Rate
          --------                    -----------
      Partners/Principals/Directors   $525 to $695
      Senior Managers                 $450 to $525
      Managers                        $395 to $450
      Senior Associates/Associates    $250 to $395
      Paraprofessionals               $150 to $250

                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.


WISHGARD LLC: Creditors File Involuntary Bankruptcy Petition
------------------------------------------------------------
Attorney Kirk B. Burkley of Bernstein-Burkley, P.C., on behalf of
three petitioning creditors, filed an involuntary bankruptcy
petition in the Western District of Pennsylvania against Wishgard,
LLC, a regional oil and gas company.  "Wishgard failed to pay its
creditors in a timely manner and it is time to take the next step
to try and recover their money," says Kirk Burkley --
kburkley@bernsteinlaw.com -- attorney for the petition creditors,
Southeast Land Services, Inc., Brighton Resources, LLC and Ray
Bauman.

Wishgard, LLC was established to help safeguard landowners'
mineral and gas rights with a protective lease, while encouraging
production in the Marcellus and Utica Shale regions.

Bernstein-Burkley, P.C. is a bankruptcy and creditors' rights law
firm located in Pittsburgh, PA.


ZUERCHER TRUST: Amends Schedules of Assets and Liabilities
----------------------------------------------------------
The Zuercher Trust of 1999 filed with the U.S. Bankruptcy Court
for the Northern District of California amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $24,000,000
  B. Personal Property            $4,450,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,739,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,345,015
                                 -----------      -----------
        TOTAL                    $28,450,000      $12,084,015

The Debtor disclosed $27,717,500 in assets and $8,808,349 in
liabilities in a previous iteration of the schedules.

A copy of the amended schedules is available for free at

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

                 About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Thomas E. Carlson presides over
the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP, serves
as the Debtor's counsel.

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

The petition was signed by Monica H. Hujazi, trustee.




* Moody's Says Low Interest Limits Life Insurers' Earnings Growth
-----------------------------------------------------------------
The low interest rate environment has constrained earnings growth
for U.S. life insurers, says Moody's Investors Service in its
special comment "U.S. Life Insurers' Q4 2012 Results: Net Income
Dampened by Industry Pressures." The rating agency expects that
low interest rates will continue to heavily influence results
throughout 2013.

"Net income for U.S. publicly-traded life insurers increased
moderately in the fourth quarter of 2012 relative to the prior
year quarter, but, on a full-year basis, net income declined
significantly." said Rokhaya Cisse, a Moody's Associate Analyst
and author of the report.

The 22% drop in industry net income was driven by assorted
economic -- including significant interest rate driven charges --
and non-economic charges posted by industry leaders MetLife and
Prudential, says Moody's, while aggregate reported operating
earnings increased 11% to $24 billion, helped by greater fee
income and higher asset prepayments that boosted investment
income.

A 46% drop in fixed annuity sales was further evidence of the
continued adverse impact of low interest rates, and a 2% year-on-
year decline in aggregate individual life sales came as insurers
raised prices and shifted to more capital efficient products.

The report also notes that NAIC risk-based capital levels remained
strong even as insurers continued to deploy 'excess' capital in
share buybacks and dividends during 2012. While equity market
volatility can quickly reverse statutory capital and reserve
positions, solidly higher equity markets at year-end helped
preserve strong capital positions, says Moody's.


* Senate Report Fault Senior Level Executives at JPMorgan
---------------------------------------------------------
Ben Protess and Jessica Silver-Greenberg, writing for Reuters,
reported that while a trader known as the "London whale" has come
to represent a multibillion-dollar blowup at JPMorgan Chase,
Congressional investigators have discovered that the problems
involved more senior levels of the nation's largest bank.

Reuters related that a report by the Senate Permanent Subcommittee
on Investigations highlights flaws in the bank's public
disclosures and takes aim at several executives, including Douglas
Braunstein, who was chief financial officer at the time of the
losses, according to people briefed on the inquiry.  The report's
findings -- scheduled to be released on March 15 -- are expected
to fault the executives for allowing JPMorgan to build the bets
without fully warning regulators and investors, these people said,
according to Reuters.

The subcommittee, led by Senator Carl Levin, could ask Mr.
Braunstein and other senior executives to testify at a hearing
this month, according to the people, Reuters related. The
subcommittee does not currently intend to call the bank's chief
executive, Jamie Dimon, but Congressional investigators
interviewed Mr. Dimon last year, according to Reuters.


* Fannie-Freddie in Venture to Securitize Home Loans
----------------------------------------------------
Margaret Chadbourn, writing for Reuters, reported that Fannie Mae
and Freddie Mac will form a joint venture for securitizing home
loans that could end up replacing the two government-controlled
mortgage finance giants, their regulator said on Monday.

"The overarching goal is to create something of value that could
either be sold or used by policymakers as a foundational element
of the mortgage market of the future," Edward DeMarco, acting
director of the Federal Housing Finance Agency, told the National
Association for Business Economics, according to Reuters.

Reuters related that Fannie Mae and Freddie Mac, which help
finance about two-thirds of new U.S. homes loans, were seized by
the government in 2008 as mortgage losses mounted.  They have
drawn nearly $190 billion from the U.S. Treasury to stay afloat,
the report said.

The new company will be structured as a joint venture that is
owned by Fannie Mae and Freddie Mac, DeMarco told reporters as he
laid out FHFA's plans for 2013, according to Reuters.  He said the
new venture was not expected to begin securitizing loans this
year. Instead, the focus will be on creating the business and
hiring staff. The company will have its own chief executive and
board.


* Ex-Kirkland Partner Pleads Guilty to $2-Mil. Tax Scheme
---------------------------------------------------------
Matthew Heller of Law360 reported that former Kirkland & Ellis LLP
bankruptcy partner Theodore L. Freedman is facing up to 12 years
in prison after pleading guilty Tuesday to four counts of tax
fraud alleging he failed to report $2.1 million in partnership
income.

The report related that Freedman, 65, changed his earlier not-
guilty plea on the day scheduled for a hearing that could have
determined whether he could use a purported Asperger's syndrome
diagnosis as a defense at trial to the charges on which he was
indicted in July 2011.


* The Deal Unveils Rankings of Bankruptcy Firms & Professionals
---------------------------------------------------------------
The Deal on March 5 announced the results of their quarterly
rankings of the top firms and professionals involved in active
bankruptcy cases for the fourth quarter of 2012.  Overall, filings
were down (Chapter 7, 9, 11, 12 and 15) but for the major firms,
caseloads increased significantly.

League Table highlights:

-- Skadden, Arps, Meagher & Flom LLP reclaimed the number one spot
among law firms in part due to assignments including Monitor Co.
Group LP, LCI Holding Co. and Inspiration Biopharmaceuticals.
Several law firms saw a drop in rankings in Q4 versus Q3 2012 as a
result of their special counsel assignments ending on the Lehman
Brothers Holdings Inc. case including Dechert LLP, Fried, Frank,
Harris, Shriver & Jacobson LLP and Jones Day.

-- Amongst lawyers, Michael Schein of Vedder Price PC saw his rank
rise from eighty-two places in Q3 to number one in Q4 due to his
work with Edison Mission Energy, Patriot Coal Corp. and his
continued work with Lehman.  Wendy Walker, Morgan Lewis & Bockius
LLP, also saw her ranking rise ninety-five spots to fifteen due to
her creditor work on the Lehman bankruptcy. Tom Lauria (White &
Case), Douglas Rosner (Goulston & Storrs), Andrew Gottfried
(Morgan, Lewis & Bockius), Peter Gilhuly (Latham & Watkins),
Richard Hahn (Debevoise & Plimpton), Douglas Lipke (Vedder Price),
Scott Davidson (King & Spalding), John Rapisardi (Cadwalader,
Wickersham & Taft) and Daniel Golden (Akin Gump Strauss Hauer &
Feld) round out the top 10.

-- On the investment banking tables, Houlihan Lokey maintained
their number one ranking for the second straight quarter while
Houlihan Lokey banker Eric Seigert secured a sweep of the number
one ranking for 2012 with the Q4 results.  Mesirow Financial
Holdings Inc. saw their ranking rise from eighth place in Q3 2012
to number five in Q4 2012 due to their work on the Southern Air
Holdings Inc. and AMF Bowling Worldwide Inc. cases.

-- The non-investment banking rankings, made up of accounting,
auditing or consulting firm firms, saw Epiq Bankruptcy Solutions
and adviser Lorenzo Mendizabal rank number 1 for the second
straight quarter with 104 active cases totaling $1,043.9 billion
in assets.

"The Lehman bankruptcy will continue to play a significant role in
the next quarters because of its sheer size," says David Elman,
Senior Editor at The Deal, "Although Lehman's liquidation plan
took effect nearly a year ago, the wind-down of operations
continues.  Notably, Lehman in November agreed to sell Archstone
Inc. to Equity Residential Inc. and AvalonBay Communities Inc. for
$16 billion."

The full-suite of rankings is available now on The Deal Pipeline,
the transaction information service powered by The Deal newsroom.

            About The Deal's Bankruptcy League Tables

The Deal's Bankruptcy League Tables are the industry's only league
tables focused solely on active U.S. bankruptcy cases.  The
rankings involve cases of debtors with assets of $10 million or
more with the rankings based on the aggregation of those asset
values.  Firms and professionals only get one credit for each
active case, not each active assignment.  There are eight
categories: law firms and lawyers, investment banks and bankers,
crisis management firms and professionals, and non-investment
banks and professionals.

                        About The Deal

The Deal, a business unit of TheStreet, has been serving corporate
dealmakers, advisers and institutional investors the most
sophisticated analysis of the deal economy since 1999.  The
transaction information service, The Deal Pipeline, is powered by
a newsroom of senior financial journalists who offer proprietary
research and reporting across M&A, bankruptcies, auctions and
financings.  The Deal Pipeline includes the First Take breaking
news service, daily and weekly sector newsletters, The Daily Deal
twice-daily report of the day's top stories, a research center
with over a decade's worth of intelligence and a database of
100,000+ deals, and an iPad app.  Its marketing and media services
group produces the industry's premier forecasting event, The Deal
Economy, held annually at the New York Stock Exchange, in addition
to industry webcasts and integrated marketing programs.


* Haynes & Boone, MMA Lawyers Unveil Cooperation Agreement
----------------------------------------------------------
Haynes and Boone, LLP and MMA Lawyers of Brazil on March 5
disclosed that they have begun working together under a
cooperation agreement to serve clients in Brazil, the United
States, China and around the world.

Under this new arrangement, Haynes and Boone clients will benefit
from the experience of MMA inside one of the world's strongest
emerging markets with a vibrant energy base and growing trade
links to Texas and the rest of the U.S.

MMA's clients, meanwhile, will benefit from having access to the
breadth and depth of the Haynes and Boone U.S. and international
practices outside of Brazil.

"Teaming up with MMA is a big step toward maintaining our identity
as one of the top international law firms with a focus on Latin
America," said Haynes and Boone Managing Partner Terry Conner.
"This helps us to provide an expanded array of services to a broad
range of new and evolving clients.  The announcement [Tues]day is
the culmination of more than two years of work, and is an
important enhancement to our well-recognized Latin American
practice."

Said Marcelo Mello, MMA Lawyers managing partner: "It is with
great pride that we formalize our already strong relationship with
Haynes and Boone.  Through such cooperation, our firms will
provide an extraordinary level of service to sophisticated
multinational clients from the U.S. and beyond. As founder of this
firm, I could not be more proud."

The cooperation agreement will allow MMA and Haynes and Boone
partners to work together closely, although the firms will remain
independent.

Encompassing more than 20 years of experience in operations and
projects for various multinational companies and industries, MMA
Lawyers is active in more than 30 countries across the Americas,
Europe, Asia and Africa.

MMA Lawyers combines lawyers from leading businesses and law firms
from Brazil in a multidisciplinary team of practical experience
gained through decades of cross-border projects, bringing together
a range of practice areas such as civil law, tax, regulatory,
corporate, environmental, labor and employment, litigation,
arbitration and dispute resolution.

Prior to forming his own firm, Mello was for nearly two decades
the international legal division manager for Petrobras, the state-
owned Brazilian petroleum and energy company.  Petrobras currently
ranks as the world's fifth-largest oil producer by market value.

Conner said that, consistent with the Brazilian Bar rules, "our
firm will not practice Brazilian law, so this cooperation
agreement will help Haynes and Boone handle 'southbound' Brazil-
focused projects."  He predicted they will include transactions
emanating from the U.S. and Asia in such sectors as energy, oil
field services, infrastructure, mining, project finance,
antitrust, intellectual property, finance, franchise and
litigation / arbitration.  Meanwhile through MMA, Haynes and Boone
expects to bring in more "northbound" work from Brazil in such
areas as energy, M&A, joint ventures, finance, intellectual
property, antitrust, FCPA compliance and litigation / arbitration,
he said.

"By increasing our cross-border energy work, the MMA alliance
should also help strengthen our Houston and energy practices,
experience and reputation," Mr. Conner said.

The cooperation agreement will also foster deeper relationships
with Chinese and other Asian clients who are doing considerable
business in Brazil, creating a "Brazil-China-U.S." triangle that
supports both firms' inbound Asia strategy, he said.

The Haynes and Boone Latin American practice has been recognized
as one of the leaders in Latin America by numerous business
organizations and publications, including Latin Lawyer and
Chambers Latin America 2012, which for the third consecutive year
singled out the firm for its high-end corporate and financial
work.

With more than 50 Latin America-focused attorneys based in Texas,
New York, Washington, D.C. and Mexico, Haynes and Boone maintains
one of the largest such practices of any firm headquartered in
North America.  Its approximately 20 Mexico City-based attorneys
have a wide range of experience in mergers and acquisitions,
capital markets, finance, energy and natural resources, real
estate, bankruptcy and restructuring, international arbitration
and international trade.

Recently, for example, Haynes and Boone represented Tarahumara
Pipeline, S.de R.L. de C.V, a subsidiary of Grupo Fermaca, which
has been selected as the winning bid in a public auction by the
Mexican Federal Electricity Commission (CFE) to build and operate
the natural gas pipeline for the northern region of Mexico in the
state of Chihuahua.  The pipeline will be 380 kilometers in length
and cost more than US$440 million to build.

                       About Haynes and Boone

Haynes and Boone, LLP is an international corporate law firm with
offices in Texas, New York, California, Washington, D.C., and
Mexico City, providing a full spectrum of legal services.  With
more than 525 attorneys, Haynes and Boone is ranked among the
largest law firms in the nation by The National Law Journal and
has been named a "Top Corporate Law Firm in America" (Corporate
Board Member Magazine, 2001-2012).

                        About MMA Lawyers

The Brazilian firm MMA Lawyers provides legal services to a
multinational clientele throughout the major business centers of
the world.  The firm has been at the forefront of mega-projects in
more than 30 countries in the energy, oil and gas, mining and
infrastructure sectors, through the collaborative work of a
unified team that provides in depth local solutions precisely
tailored to clients' projects and markets.  The lawyers that make
up the team are market references in mergers and acquisitions,
project finance, environmental, civil and corporate, tax and
customs, litigation, labor and employment and international
arbitration.


* Orrick Nabs Top Appellate Atty From DOJ In Washington
-------------------------------------------------------
Orrick, Herrington & Sutcliffe LLP announced on March 5 that
Robert ("Bob") M. Loeb, the former Acting Deputy Director of the
Appellate Staff of the Civil Division at the U.S. Department of
Justice ("DOJ"), has joined the firm as a partner in its Supreme
Court & Appellate Litigation practice, resident in Washington,
D.C.

During his nearly 25 years at the DOJ, Mr. Loeb briefed hundreds
of cases in the courts of appeals and the U.S. Supreme Court,
arguing more than 100 appeals in all.  He has appeared in every
federal circuit and numerous en banc cases. He has represented the
United States, government agencies and high-ranking government
officials, including two former Secretaries of Defense in their
individual capacities in multiple appellate matters, during both
Democratic and Republican administrations.

"Few lawyers in private practice can match Bob's experience
leading major appellate matters in the most complex and high-
stakes appeals," said Joshua Rosenkranz, head of the firm's
Supreme Court & Appellate practice. "When the Government simply
had to win an appeal, it repeatedly turned to Bob to devise and
implement the winning strategy?on issues from national security to
commercial law.  We are thrilled to offer our clients the benefit
of this extraordinary talent."

In 2012, The American Lawyer selected Orrick as one of the
nation's leading litigation departments for the second consecutive
time and named Rosenkranz Litigator of the Year. Orrick's Supreme
Court & Appellate lawyers have represented parties in some of the
most significant appeals in the country, including a high-profile
copyright appeal for Oracle over the use of Java in the Android
platform, a longstanding high-stakes negligence dispute for L-3
Communications, a class-action appeal for UBS, and a high-profile
patent case involving the Wii gaming system for Nintendo.

Our clients are becoming increasingly aware of the need to include
appellate specialists on their most important cases," added Steve
Foresta, head of Orrick's Litigation Business Unit."Bob brings a
wealth of experience and insight from his years in government -
making him a great asset to our clients."

"Orrick possesses a thriving and premier quality appellate
practice, which is sought out by clients and partners from within
the firm and beyond," said Mr. Loeb. "The extraordinary talent and
experience of Orrick's attorneys and the firm's top-to-bottom
commitment to a collaborative, client-first approach to the law,
presents an extraordinary litigation platform for me to build upon
my many successes in high-stakes appeals."

During his time at the DOJ, Mr. Loeb received several honors
including the 2010 Presidential Rank Award and the 2010 Attorney
General Distinguished Service Award. In 2007, he was awarded the
Civil Division's highest honor, the Stanley D. Rose Memorial
Award. Before joining the DOJ, Mr. Loeb clerked for one of the
most prominent appellate judges in the country, Judge Richard
Posner on the United States Court of Appeals for the Seventh
Circuit. He received his J.D., cum laude, from the University of
Chicago Law School in 1987 and his A.B. from the University of
Illinois in 1984.

Mr. Loeb may be reached at:

         Robert M. Loeb, Esq.
         ORRICK, HERRINGTON & SUTCLIFFE LLP
         Columbia Center
         1152 15th Street, N.W.
         Washington, D.C. 20005-1706
         Tel: (202) 339-8475
         Email: rloeb@orrick.com

                          About Orrick

Orrick is a global law firm with a particular focus on serving
companies in the technology, energy and financial sectors. Founded
in San Francisco and celebrating its 150th anniversary in 2013,
Orrick is recognized by Law360 as one of the "Global 20" leading
firms. The firm offers clients a distinctive combination of local
insight and consistent global quality across 25 offices. Orrick
lawyers are known for delivering commercially oriented advice on
sophisticated transactions and have an extraordinary record of
wins in high-stakes disputes. Chambers Global cites Orrick for
leadership across 39 practice areas and recognizes 86 Orrick
lawyers worldwide as leading practitioners. Selected by Financial
Times as one of the most innovative U.S. law firms for the second
consecutive year, Orrick is commended for innovation in both
client advice and the business of law. Collaboration ? one of the
firm's core values ? defines the firm's relationships with its
clients, among its lawyers and staff, and with its communities.


* Venable Taps Bankruptcy Pro to Head New Delaware Office
---------------------------------------------------------
Planting a flag in one of the country's most important
jurisdictions for corporate litigation and bankruptcy matters,
Venable LLP announced on March 4 that it has opened a Wilmington,
Delaware office and added experienced bankruptcy counsel Jamie L.
Edmonson, as a partner, to lead the new office.

Ms. Edmonson arrives from the Wilmington-based Bayard law firm,
where she was a director.

The new office is located at 1201 North Market Street in
Wilmington.

At Venable, Ms. Edmonson joins one of the country's premier
bankruptcy and creditor rights' practices.  The firm was a
principal player during the Enron bankruptcy, recovering
approximately $1 billion in assets for creditor clients.  American
Lawyer named group chair Gregory Cross "Bankruptcy Dealmaker of
the Year" in 2010 based on the firm's success in high-profile
Chapter 11 cases, including General Growth Properties and New
York's famed residential complex, Stuyvesant Town/Peter Cooper
Village.

"This is a terrific development for our firm and obviously for the
bankruptcy practice, given how often our work leads to Delaware,"
Mr. Cross said.  "And we're getting a top-flight partner to lead
our new office -- Jamie Edmonson has been intimately involved in a
wide range of Chapter 11 cases coming out of Delaware, including
some of the biggest filings.  She is superbly positioned to help
raise our profile in the Delaware bar and leverage our deep bench
of bankruptcy, litigation and transaction attorneys, giving our
clients a strong role in major corporate matters in Delaware."

With more than 16 years of experience handling commercial
bankruptcies, restructurings, insolvencies, and liquidations, Ms.
Edmonson has regularly served as Delaware counsel in large Chapter
11 filings.  She has represented lenders, debtors, creditors,
statutory committees (creditor and equity), asset purchasers,
landlords and lessees in a wide range of industry sectors,
including information technology, retail, food, energy,
construction, real estate, telecommunications and manufacturing.

Ms. Edmonson has also been on the business side of bankruptcy
matters at a national turnaround firm, which assisted distressed
companies in navigating restructurings and the Chapter 11 process.

Among the matters that Ms. Edmonson has handled:

   * Three regional grocery chains in their chapter 11 cases
   * The Chapter 11 trustee in a large discount chain bankruptcy
   * A Los Angeles-based retail chain through Chapter 11, in which
        all creditors were paid in full
   * Creditors and defendants in preference actions in several
        homebuilder cases
   * Debtors in two separate condo/office projects
   * Manufacturers of medical devices
   * Manufacturer of plastic bottles used in retail distribution
        of bottled water and soda
   * The official committee of unsecured creditors in the case of
        a large paper/pulp manufacturer
   * Equity holders in the case of a manufacturer of TV set-top
        boxes
   * Liquidating trust of a solar panel manufacturer
   * Special counsel to a large electricity service provider
        during its Chapter 11 case
   * Unsecured creditors in a large commercial real estate lending
        company

Ms. Edmonson said, "Venable has a renowned national bankruptcy
platform and I was thrilled to hear that the firm was launching a
Delaware office.  Delaware is such an important hub for corporate
bankruptcies and restructurings and the firm is well-positioned to
become a bigger factor in creditor committee work and other
representations.  It will be exciting to harness my experience
here with Venable's practice."

Ms. Edmonson served as a judicial extern to the Honorable Alex
Kozinski in the Ninth Circuit Court of Appeals from 1995 to 1996.
She received her J.D. from Loyola Law School (1996) and her
B.S.B.A. from American University (1990).

Ms. Edmonson may be reached at:

         Jamie L. Edmonson, Esq.
         VENABLE LLP
         1201 North Market Street
         Suite 1400
         Wilmington, DE 19801
         Tel: (302) 298-3535
         Fax: (302) 298-3550
         E-mail: jledmonson@Venable.com


* David Anderson Joins Wick Phillips' Commercial Litigation Team
----------------------------------------------------------------
Wick Phillips on March 5 disclosed that David Anderson has joined
the Dallas office as a partner in the commercial litigation group.
In addition to his 16 years of commercial litigation expertise,
Anderson handles many intellectual property cases.  Some of his
most high profile cases include work for companies such as
Medtronic, Inc.; BearingPoint, Inc. (formerly KPMG Consulting);
Halliburton Energy Services, Inc.; US Synthetic Corporation; and
Silver Point Capital, L.P., among others.

"Given the current business climate, our practice is expanding
rapidly, and the time was right to add another top-notch litigator
to our team," said Bryan Wick, founding partner of Wick Phillips.
"David is a highly respected member of the legal community, with
an impressive portfolio of casework.  His complex commercial
litigation background, combined with intellectual property
expertise, made his affiliation with Wick Phillips a strategic
decision that continues to broaden the range of services we
provide to our clients."

Prior to his move to Wick Phillips, Anderson was a principal
shareholder at McKool Smith, P.C.  He is admitted to practice in
the State of Texas, the United States District Court for the
Northern, Southern, Eastern and Western Districts in Texas and the
Fifth Circuit Court of Appeals.  During the past decade, he has
been recognized numerous times as a Texas Super Lawyer Rising Star
by Texas Monthly Magazine (2004, 2006, 2007, 2008 and 2009), and
as a Best Lawyer by D Magazine in 2006.

Anderson earned his B.B.A. from Texas A&M University in 1993 and
his J.D. from St. Mary's University School of Law in 1996.

                        About Wick Phillips

Wick Phillips -- http://www.wickphillips.com-- is a full-service
business law firm with offices in Dallas, Fort Worth and Austin,
Texas.  Specialty areas include commercial litigation, bankruptcy,
creditor's rights, civil appeals, corporate, corporate advisory,
real estate, labor and employment, technology and securities.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re World Assets Acquisition, Inc.
   Bankr. C.D. Cal. Case No. 13-14782
     Chapter 11 Petition filed February 25, 2013
         See http://bankrupt.com/misc/cacb13-14782.pdf
         represented by: Robert S. Altagen, Esq.
                         LAW OFFICES OF ROBERT S. ALTAGEN
                         E-mail: rsaink@earthlink.net

In re David Hahn
   Bankr. C.D. Cal. Case No. 13-14875
      Chapter 11 Petition filed February 25, 2013

In re Genaro Fernandez
   Bankr. E.D. Cal. Case No. 13-22406
      Chapter 11 Petition filed February 25, 2013

In re Jeanette Baldwin
   Bankr. N.D. Cal. Case No. 13-41088
      Chapter 11 Petition filed February 25, 2013

In re Progressive Pest Solutions, LLC
   Bankr. M.D. Fla. Case No. 13-01060
     Chapter 11 Petition filed February 25, 2013
         See http://bankrupt.com/misc/flmb13-01060.pdf
         represented by: Richard A. Perry, Esq.
                         RICHARD A. PERRY, ATTORNEY AT LAW
                         E-mail: richardperry@richard-a-perry.com

In re Rifaat Zakhary
   Bankr. M.D. Fla. Case No. 13-02100
      Chapter 11 Petition filed February 25, 2013

In re Hickman's Brake & Alignment Service, Inc.
   Bankr. S.D. Fla. Case No. 13-14189
     Chapter 11 Petition filed February 25, 2013
         See http://bankrupt.com/misc/flsb13-14189.pdf
         represented by: Craig I. Kelley, Esq.
                         KELLEY & FULTON, PL
                         E-mail: cik@kelleylawoffice.com

In re Butler Home Improvements LLC
        fdba Custom Cabnets
        aka Butler County Home Improvement LLC
   Bankr. D. Kans. Case No. 13-10316
     Chapter 11 Petition filed February 25, 2013
         See http://bankrupt.com/misc/ksb13-10316.pdf
         represented by: Rick E Hodge, Jr., Esq.
                         RICK HODGE, ATTORNEY AT LAW, L.C.
                         E-mail: rick@rickhodge.com

In re Melissa Rehak
   Bankr. D. Md. Case No. 13-13100
      Chapter 11 Petition filed February 25, 2013

In re Rose Business Forms Company
        dba Rose Printing Services. Inc.
   Bankr. E.D. Mich. Case No. 13-30605
     Chapter 11 Petition filed February 25, 2013
         See http://bankrupt.com/misc/mieb13-30605p.pdf
         See http://bankrupt.com/misc/mieb13-30605c.pdf
         represented by: Donald C. Darnell, Esq.
                         DARNELL, PLLC
                         E-mail: dondarnell@darnell-law.com

In re Danny Morris
   Bankr. D. Nev. Case No. 13-11432
      Chapter 11 Petition filed February 25, 2013

In re Quality Home Medical Equipment, LLC
   Bankr. W.D. Okla. Case No. 13-10655
     Chapter 11 Petition filed February 25, 2013
         See http://bankrupt.com/misc/okwb13-10655.pdf
         represented by: Gary D. Hammond, Esq.
                         MITCHELL & HAMMOND
                         E-mail: gary@okatty.com

In re Dad 'N' Company, LLC
        dba BCT South Carolina
            BCT Charlotte, NC
   Bankr. D. S.C. Case No. 13-01056
     Chapter 11 Petition filed February 25, 2013
         See http://bankrupt.com/misc/scb13-01056.pdf
         represented by: Jane H. Downey, Esq.
                         MOORE TAYLOR & THOMAS, P.A.
                         E-mail: jane@mttlaw.com

In re Cafe Ro, Inc.
        dba Spider House
            Spiderhouse
            Spiderhouse Patio Bar and Cafe
            Spiderhouse Cafe
            The 29th Street Ballroom at Spiderhouse
            Spider House Cafe
            The Spiderhouse Ballroom
   Bankr. W.D. Tex. Case No. 13-10333
     Chapter 11 Petition filed February 25, 2013
         See http://bankrupt.com/misc/txwb13-10333.pdf
         represented by: Frank B. Lyon, Esq.
                         E-mail: franklyon@me.com

In re Carmen Naifeh
   Bankr. W.D. Tex. Case No. 13-30299
      Chapter 11 Petition filed February 25, 2013

In re Harold Olson
   Bankr. E.D. Va. Case No. 13-10846
      Chapter 11 Petition filed February 25, 2013

In re Terry Mayo
   Bankr. D. Ariz. Case No. 13-02560
      Chapter 11 Petition filed February 26, 2013

In re Central Valley Gas Stations Atwater Partnership, LLC
   Bankr. E.D. Cal. Case No. 13-22478
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/caeb13-22478p.pdf
         See http://bankrupt.com/misc/caeb13-22478c.pdf
         represented by: Noel Knight, Esq.
                         Law Offices of Noel Knight

In re Mountain View Printing, Inc.
   Bankr. N.D. Cal. Case No. 13-51068
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/canb13-51068.pdf
         represented by: Charles B. Greene, Esq.
                         Law Offices of Charles B. Greene
                         E-mail: cbgattyecf@aol.com

In re Alma Hernandez
   Bankr. S.D. Calif. Case No. 13-01812
      Chapter 11 Petition filed February 26, 2013

In re Athena Food Hosts, Inc.
        dba Marina Restaurant
   Bankr. M.D. Fla. Case No. 13-01106
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/flmb13-01106p.pdf
         See http://bankrupt.com/misc/flmb13-01106c.pdf
         represented by: Jason A. Burgess, Esq.
                         The Law Offices of Jason A. Burgess, LLC
                         E-mail: jason@jasonaburgess.com

In re Jeffrey Miller
   Bankr. M.D. Fla. Case No. 13-02325
      Chapter 11 Petition filed February 26, 2013

In re Zatum, LLC
   Bankr. M.D. Fla. Case No. 13-02316
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/flmb13-02316.pdf
         represented by: Buddy D. Ford, Esq.
                         Buddy D. Ford, P.A.
                         E-mail: Buddy@tampaesq.com

In re Ana Orisini
   Bankr. S.D. Fla. Case No. 13-14256
      Chapter 11 Petition filed February 26, 2013

In re The Fort Lauderdale Bridge Club, Inc.
        dba Fort Lauderdale Bridge Club
   Bankr. S.D. Fla. Case No. 13-14289
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/flsb13-14289.pdf
         represented by: Thomas L. Abrams, Esq.
                         Gamberg & Abrams
                         E-mail: tabrams@tabramslaw.com

In re Coneric, Inc.
   Bankr. D. Md. Case No. 13-13268
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/mdb13-13268.pdf
         represented by: Sandy Bellamy, Esq.
                         Thomas Bellamy & Assoc. at Law, LLC
                         E-mail: bellamy@tblaw-us.com

In re Origin PR LLC
   Bankr. D.N.J. Case No. 13-13824
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/njb13-13824.pdf
         represented by: Warren A. Usatine, Esq.
                         Cole, Schotz, Meisel, Forman & Leonard
                         E-mail: wusatine@coleschotz.com

In re S. Campbell Properties, LLC
   Bankr. N.D.N.Y. Case No. 13-60283
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/nynb13-60283.pdf
         represented by: Christian H. Dribusch, Esq.
                         Whiteman Osterman & Hanna LLP
                         E-mail: cdribusch@woh.com

In re EHS Free, LLC
   Bankr. E.D.N.C. Case No. 13-01190
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/nceb13-01190.pdf
         represented by: Oliver Carter, III, Esq.
                         Carter & Carter, P.A.
                         E-mail: oliver@carterandcarterlaw.com

In re Louis Morgavo
   Bankr. W.D. Pa. Case No. 13-20789
      Chapter 11 Petition filed February 26, 2013

In re Desarrolladora JC. Inc.
        pka Hormigonera JC, Inc.
   Bankr. D.P.R. Case No. 13-01410
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/prb13-01410.pdf
         represented by: Enrique M. Almeida Bernal, Esq.
                         Almeida & Davila PSC
                         E-mail: ealmeida@almeidadavila.com

In re Ronnie Teal
   Bankr. E.D. Tenn. Case No. 13-10936
      Chapter 11 Petition filed February 26, 2013

In re Derek Bason
   Bankr. M.D. Tenn. Case No. 13-01641
      Chapter 11 Petition filed February 26, 2013

In re Charles Gurkins
   Bankr. W.D. Tenn. Case No. 13-22116
      Chapter 11 Petition filed February 26, 2013

In re Jacky Messer
   Bankr. N.D. Tex. Case No. 13-20061
      Chapter 11 Petition filed February 26, 2013

In re Waters' Edge Restaurant LLC
   Bankr. E.D. Va. Case No. 13-10867
     Chapter 11 Petition filed February 26, 2013
         See http://bankrupt.com/misc/vaeb13-10867.pdf

In re Harold Roberts
   Bankr. W.D. Wash. Case No. 13-41175
      Chapter 11 Petition filed February 26, 2013
In re Mark Hernando
   Bankr. C.D. Cal. Case No. 13-15106
      Chapter 11 Petition filed February 27, 2013

In re Ruth Hasson
   Bankr. C.D. Cal. Case No. 13-15138
      Chapter 11 Petition filed February 27, 2013

In re Abel Luna
   Bankr. E.D. Cal. Case No. 13-11288
      Chapter 11 Petition filed February 27, 2013

In re Paul Smith
   Bankr. N.D. Cal. Case No. 13-30427
      Chapter 11 Petition filed February 27, 2013

In re Richard Lucarelli
   Bankr. D. Conn. Case No. 13-30350
      Chapter 11 Petition filed February 27, 2013

In re Stephanie Lucarelli
   Bankr. D. Conn. Case No. 13-30350
      Chapter 11 Petition filed February 27, 2013

In re Robert Brown
   Bankr. M.D. Fla. Case No. 13-01151
      Chapter 11 Petition filed February 27, 2013

In re Joseph Robinson
   Bankr. M.D. Fla. Case No. 13-01153
      Chapter 11 Petition filed February 27, 2013

In re KWIK 1 Entertainment, Inc.
        dba Boomerang Martini Bar
   Bankr. M.D. Fla. Case No. 13-02424
     Chapter 11 Petition filed February 27, 2013
         See http://bankrupt.com/misc/flmb13-02424.pdf
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@tampaesq.com

In re Donald Lipsy
   Bankr. S.D. Fla. Case No. 13-14360
      Chapter 11 Petition filed February 27, 2013

In re Ferguson Industries, Inc.
   Bankr. N.D. Ill. Case No. 13-07601
     Chapter 11 Petition filed February 27, 2013
         See http://bankrupt.com/misc/ilnb13-07601.pdf
         represented by: O. Allan Fridman, Esq.
                         LAW OFFICE OF O. ALLAN FRIDMAN
                         E-mail: afridman@tds.net

In re Charles Franklin
   Bankr. E.D.N.C. Case No. 13-01220
      Chapter 11 Petition filed February 27, 2013

In re Luis Ortiz Rivera
   Bankr. D. P.R. Case No. 13-01443
      Chapter 11 Petition filed February 27, 2013

In re Jeffrey Chastain
   Bankr. D. S.C. Case No. 13-01146
      Chapter 11 Petition filed February 27, 2013

In re George Gurkin
   Bankr. W.D. Tenn. Case No. 13-22158
      Chapter 11 Petition filed February 27, 2013

In re Marion Gurkin
   Bankr. W.D. Tenn. Case No. 13-22162
      Chapter 11 Petition filed February 27, 2013

In re Charles Beitel
   Bankr. E.D. Tex. Case No. 13-40499
      Chapter 11 Petition filed February 27, 2013

In re Syed Kazmi
   Bankr. E.D. Va. Case No. 13-10897
      Chapter 11 Petition filed February 27, 2013

In re James Hood
   Bankr. E.D. Wash. Case No. 13-00772
      Chapter 11 Petition filed February 27, 2013

In re Hector Mendez Luis
   Bankr. C.D. Cal. Case No. 13-15240
      Chapter 11 Petition filed February 28, 2013

In re Los Banos Land Investments, LLC
   Bankr. C.D. Cal. Case No. 13-11857
     Chapter 11 Petition filed February 28, 2013
         See http://bankrupt.com/misc/cacb13-11857.pdf
         represented by: Jeffrey S Benice, Esq.
                         Law Offices of Jeffrey S. Benice, APLC
                         E-mail: jsb@jeffreybenice.com

In re Steven Johnston
   Bankr. N.D. Cal. Case No. 13-10412
      Chapter 11 Petition filed February 28, 2013

In re TI Management Group, Inc.
   Bankr. N.D. Cal. Case No. 13-51120
     Chapter 11 Petition filed February 28, 2013
         See http://bankrupt.com/misc/canb13-51120.pdf
         represented by: Scott J. Sagaria, Esq.
                         Law Offices of Scott J. Sagaria
                         E-mail: ECFGotNotices@Gmail.com

In re James Rodriguez
   Bankr. S.D. Calif. Case No. 13-02156
      Chapter 11 Petition filed February 28, 2013

In re Michael Snow
   Bankr. D. Colo. Case No. 13-12815
      Chapter 11 Petition filed February 28, 2013

In re Tara Snow
   Bankr. D. Colo. Case No. 13-12815
      Chapter 11 Petition filed February 28, 2013

In re Optimus Management Group, LLC
        aka Optimus Management Group
   Bankr. D. Conn. Case No. 13-20377
     Chapter 11 Petition filed February 28, 2013
         See http://bankrupt.com/misc/ctb13-20377.pdf
         represented by: Gary J. Greene, Esq.
                         Greene Law, PC
                         E-mail: bankruptcy@greenelawpc.com

In re James Thompson
   Bankr. N.D. Ga. Case No. 13-54138
      Chapter 11 Petition filed February 28, 2013

In re Ali Alforookh
   Bankr. N.D. Ill. Case No. 13-08077
      Chapter 11 Petition filed February 28, 2013

In re Bowen Johnson Funeral Chapel, Inc.
   Bankr. D. Kans. Case No. 13-20435
     Chapter 11 Petition filed February 28, 2013
         See http://bankrupt.com/misc/ksb13-20435.pdf
         represented by:  Adam M. Mack, Esq.
                         Law Office of Adam Mack
                         E-mail: adam.mack@kansasjustice.com

In re D&D Properties, LLC
   Bankr. D. Mass. Case No. 13-11077
     Chapter 11 Petition filed February 28, 2013
         See http://bankrupt.com/misc/mab13-11077.pdf
         represented by: Alexander L. Cataldo, Esq.
                         Alexander L. Cataldo, P.C.
                         E-mail: alcpc@verizon.net

In re 4191 High Design Corp
   Bankr. S.D.N.Y. Case No. 13-10587
     Chapter 11 Petition filed February 28, 2013
         See http://bankrupt.com/misc/nysb13-10587.pdf
         represented by: Paul A. Shneyer, Esq.
                         Paul A. Shneyer PC
                         E-mail: pasesq@aol.com

In re David Jason
   Bankr. W.D. Pa. Case No. 13-20871
      Chapter 11 Petition filed February 28, 2013

In re William Monsour
   Bankr. W.D. Pa. Case No. 13-20842
      Chapter 11 Petition filed February 28, 2013

In re U-NJOI, Inc.
        dba UPTOWN PUB
          dba Uptown Pub
   Bankr. N.D. Tex. Case No. 13-30952
     Chapter 11 Petition filed February 28, 2013
         See http://bankrupt.com/misc/txnb13-30952.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail: eric@ealpc.com

In re Thorn & Thorn, Inc.
   Bankr. N.D. Ala. Case No. 13-80632
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/alnb13-80632p.pdf
         See http://bankrupt.com/misc/alnb13-80632c.pdf
         represented by: David B. Anderson, Esq.
                         ANDERSON & WEIDNER, LLC
                         E-mail: dbanderson@andersonweidner.com

                                - and ?

                         Marvis L. Jenkins, Esq.
                         ANDERSON WEIDNER, LLC
                         E-mail: mjenkins@andersonweidner.com

In re Connecticut Basement Systems Radon, Inc.
   Bankr. D. Conn. Case No. 13-50308
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/ctb13-50308.pdf
         represented by: James M. Nugent, Esq.
                         HARLOW, ADAMS, AND FRIEDMAN, P.C.
                         E-mail: jmn@quidproquo.com

In re Engineered Investments LLC
   Bankr. N.D. Ga. Case No. 13-54412
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/ganb13-54412.pdf
         represented by: Kenneth Mitchell, Esq.
                         GIDDENS, MITCHELL & ASSOCIATES, P.C.
                         E-mail: kmitchell@gdmpclaw.com

In re Bar One, LLC
        dba Bar One
   Bankr. N.D. Ga. Case No. 13-54431
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/ganb13-54431.pdf
         represented by: Richard E. Thomasson, Esq.
                         THOMASSON LAW FIRM, LLC
                         E-mail: ret@thomassonlawfirm.com

In re Wagaman's HVAC Sales And Services, Inc.
   Bankr. S.D. Ga. Case No. 13-10379
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/gasb13-10379.pdf
         represented by: Todd Boudreaux, Esq.
                         SHEPARD PLUNKETT HAMILTON BOUDREAUX, LLP
                         E-mail: tboudreaux@shepardplunkett.com

In re Ghori No. 1 Cab Corporation
   Bankr. N.D. Ill. Case No. 13-08275
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/ilnb13-08275.pdf
         represented by: Forrest L. Ingram, Esq.
                         FORREST L. INGRAM, P.C.
                         E-mail: fingram@fingramlaw.com

In re INF Cab Corporation
   Bankr. N.D. Ill. Case No. 13-08276
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/ilnb13-08276.pdf
         represented by: Forrest L. Ingram, Esq.
                         FORREST L. INGRAM, P.C.
                         E-mail: fingram@fingramlaw.com

In re Uboo Cab Corporation
   Bankr. N.D. Ill. Case No. 13-08278
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/ilnb13-08278.pdf
         represented by: Forrest L. Ingram, Esq.
                         FORREST L. INGRAM, P.C.
                         E-mail: fingram@fingramlaw.com

In re Lansky's Equities Corporation
   Bankr. S.D.N.Y. Case No. 13-10626
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/nysb13-10626.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         DELBELLO DONNELLAN WEINGARTEN WISE &
                         WIEDERKEHR, LLP
                         E-mail: jpasternak@ddw-law.com

In re Dickens English Pub, Inc.
        dba Dubliner Irish Pub
   Bankr. S.D.N.Y. Case No. 13-35458
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/nysb13-35458.pdf
         represented by: Thomas Genova, Esq.
                         GENOVA & MALIN, ATTORNEYS
                         E-mail: genmallaw@optonline.net

In re Security Property Management, LP
   Bankr. S.D. Tex. Case No. 13-10075
     Chapter 11 Petition filed March 1, 2013
         See http://bankrupt.com/misc/txsb13-10075.pdf
         represented by: Enrique Jeb Solana, Esq.
                         LAW OFFICE OF ENRIQUE J. SOLANA
                         E-mail: solanalaw@hotmail.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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