TCR_Public/130311.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 11, 2013, Vol. 17, No. 69

                            Headlines

1250 OCEANSIDE: Hokulia Project Developers File Bankruptcy
A123 SYSTEMS: Committee Objects to $1.5 Million for NEC Corp.
ADAMAR OF NEW JERSEY: 10th Cir. Affirms Ruling on Gambling Debt
ADVANCED COMPUTER: Wants April 30 Extension of Plan Deadline
AEMETIS INC: Sprott Holds 10% Equity Stake at Dec. 31

AGFEED INDUSTRIES: Farm Credit Extends Forbearance Until May 1
AGRIPARTNERS LIMITED: TLC Mitigation Postpetition Loan Approved
AIDA'S PARADISE: TD Bank Collateral Valued at $5.96 Million
ALG INTERMEDIATE: S&P Assigns 'B' CCR & Rates $160MM Facility 'B+'
ALPHA PARTNERS: Files Schedules of Assets and Liabilities

AMERICA WEST: Judge Clears April Auction for Mine Operator
AMERICAN SUZUKI: CBRE, Prudential Tapped as Real Estate Brokers
AMERICAN SUZUKI: Wants to Expand PwC's Work as Tax Accountant
AS SEEN ON TV: Completes Merger with eDiets.com
ASSET ACCEPTANCE: S&P Puts 'B+' ICR on CreditWatch Developing

ATHANASIOS III: Trustee Can't Act on Unsecured Creditors' Behalf
ATP OIL: $135M Royalty Deals Off-Limits From Creditors, Suits Say
ATP OIL: Court to Convene Mar. 28 Hearing on Gomez Wells' Shut-In
ATP OIL: Gets Final Order on Securities Trading Limitations
AVANTAIR INC: Issues $1.3 Million Additional Convertible Notes

AVON PRODUCTS: Fitch Rates $1.5 Billion Sr. Unsecured Notes 'BB+'
BERNARD L. MADOFF: Settlement Lets Merkin Use Part of $410MM
BERNARD L. MADOFF: Picard Loses Intervention Bid in Fairfield Row
BERNARD L. MADOFF: Exec Claims Prosecutors Gutted Legal Fund
BIOVEST INT'L: Returns to Chapter 11 with Another Debt-Swap Plan

BONDS.COM GROUP: Sells 20 Units to Trimarc for $2 Million
BOWLES SUB: Wells Fargo Has Plan Objections; Hearing March 22
BRIER CREEK: Hires Grant Thornton as Accountants
BRITISH AMERICAN: U.S. Court to Hear Suit Against Ex-Directors
BUSINESS DEVELOPMENT: Sec. 341 Meeting Slated for March 20

CAELUS RE 2013: S&P Assigns 'BB-' Rating to Issued Notes
CARL'S PATIO: Sale to Insiders Quickly Approved
CARL'S PATIO: BGA Management Approved as Financial Advisor
CASH STORE: Coliseum Capital Holds 16% Equity Stake at Dec. 31
CATALYST PAPER: Incurs $35.2 Million Net Loss in Fourth Quarter

CENTENNIAL BEVERAGE: Hires Hank Dickerson as Real Estate Broker
CENTER PLAZA: Kokolis Fails in Bid to Dismiss Wells Fargo Suit
CHI OVERHEAD: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
CHINA EXECUTIVE: Merger with BETC Took Effect March 6
CHEROKEE SIMEON: AstraZeneca Unit Wants Ch. 11 Nixed Due to Cost

CHRISTOPHER FRANK PAXOS: Court Rejects Motion to Quash Summons
CHURCH STEET: Court Approves Reorganization Plan
CLAIRE'S STORES: Plans to Offer $210 Million of Sr. Secured Notes
CLAIRE'S STORES: Moody's Rates New $210MM First Lien Notes 'B2'
CLAIRE'S STORES: S&P Rates $210-Mil. Senior Secured Notes 'B-'

CUI GLOBAL: Intends to Acquire Orbital-UK for GBP17 Million
CUI GLOBAL: Offering 7 Million Common Shares
DAVE & BUSTER'S: Moody's Upgrades Rating on Senior Notes to 'B3'
DAVID T. HALES: Plan Confirmation Hearing Continued to April 11
DEMCO INC: Sec. 341 Meeting Adjourned to April 17

DEWEY & LEBOEUF: Ex-Partners Make Case to Keep 2011 Bonuses
DEX MEDIA EAST: Bank Debt Trades at 29% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 24% Off in Secondary Market
DOWLING COLLEGE: Moody's Confirms Caa1 Rating on Two Bond Issues
DRYSHIPS INC: Incurs $129.8 Million Net Loss in Fourth Quarter

EASTMAN KODAK: Judge Clears New Financing Deal with Lenders
EDISON MISSION: Wants to Extend PoJo Forbearance Deal to April 5
EDUCATION HOLDINGS: Wins OK for Ch. 11 Exit Plan
EMG UTICA: Moody's Assigns B2 Rating to Proposed $325MM Loan
EMPRESAS INTEREX: Plan Outline Hearing Scheduled for March 27

ENDEAVOUR INTERNATIONAL: Incurs $6.5-Mil. Net Loss in 4th Quarter
EZE CASTLE: Moody's Assigns First-Time B2 CFR; Outlook is Stable
FIRST PLACE: Chapter 7 Conversion Sought
FRENCH QUARTER: Court Rules in Lawsuit Against Principal
FRONTIER BANK: Closed; HeritageBank of The South Assumes Deposits

GARY STANCIL: Ross Dembling et al. Dismissed From Lawsuit
GATEHOUSE MEDIA: Incurs $30.3 Million Net Loss in Fiscal 2012
GMX RESOURCES: S&P Lowers Corporate Credit Rating to 'D'
HAWKER BEECHCRAFT: To Protest $427.5-Mil. Air Force Contract
HAWKER BEECHCRAFT: Blind Plaintiff Has Green Light to Hire Counsel

HERCULES OFFSHORE: Board OKs Equity Grants for Executive Officers
HERTZ GLOBAL: Share Repurchase Plan No Impact on Moody's B1 CFR
HOSTESS BRANDS: U.S. Trustee Seeks Holdback on Professional Fees
HOVNANIAN ENTERPRISES: Incurs $11.3-Mil. Loss in Fiscal Q1
IMAGINE FULFILLMENT: Court Rules on Summary Judgment Bids

INVESTORS CAPITAL: Case Venue for 3 Units Tranferred to M.D. Tenn.
INTELSAT SA: Plans to Redeem $915 Million 2017 PIK Notes
JOHN FORSYTH: Judge Stays U.S. Actions vs. Canadian Company
KIEBLER RECREATION: May Recoup $117K in Payments to JGM
LAS VEGAS SANDS: Moody's Changes Outlook on All Ratings to Stable

LCI HOLDING: US Wants Ch. 11 Sale Nixed Over $24-Mil. Tax Bill
LCI HOLDING: Patient Care Ombudsman Taps SAK as Advisor
LCI HOLDING: Replaces Young Conaway with Cole Schotz
LEAGUE NOW: Consummates Reverse Merger with NYBD Holding
LEUCADIA NATIONAL: Fitch Hikes LT Issuer Default Rating From 'BB'

LEVEL 3: CEO James Crowe to Quit by End of 2013
LHC LLC: Seeks to Terminate Leaf Ice Centre Contract With CSCG
LHC LLC: Wants Discovery of Club Sporting, Proposed Receiver
LHC LLC: Seeks to Use Wells Fargo's Cash Collateral
LITHIUM TECHNOLOGY: Cortis Capital Chairman Appointed to Board

LODGENET INTERACTIVE: Wins Confirmation of Prepack Plan
MF GLOBAL: Chapter 11 Trustee Files Cash Collateral Budgets
MONITRONICS INT'L: Debt Amendments No Impact on Moody's B2 CFR
NANA DEVELOPMENT: Moody's Rates Secured Notes and Term Loan 'B3'
NANA DEVELOPMENT: S&P Rates Proposed Notes and Term Loan 'B+'

NEAL DAVID ELINOFF: Lulu City Plan Objection Overruled
NICHOLAS INNERBICHLER: 10th Cir. Affirms Ruling on Gambling Debt
ORCHARD SUPPLY: Moody's Cuts CFR to Caa2; Outlook Stays Negative
ORMET CORP: Proposes Evercore Group as Investment Banker
ORMET CORP: Hiring Dinsmore as General Bankruptcy Counsel

ORMET CORP: Morris Nichols to Serve as Delaware Counsel
PACIFIC PARK: Foreclosure Action Gets Go Signal From Dist. Court
PHILADELPHIA ENERGY: S&P Assigns 'B+' CCR; Outlook Stable
READER'S DIGEST: Wants to Employ Evercore as Investment Banker
READER'S DIGEST: Taps FTI Consulting as Financial Advisor

READER'S DIGEST: Hires Sitrick as Communications Consultant
RG STEEL: Wins Court Approval of Baltimore, Severstal Settlements
RG STEEL: Amends Purchase Agreement to Resolve SNA Objection
RG STEEL: Sets Framework For $100-Mil. in Clawback Suits
RHYTHM & HUES: South Korean Firm's $17MM Offer to Lead Auction

RHYTHM AND HUES: Sec. 341 Meeting of Creditors Set for March 15
RICKY LEE BUMGARDNER: Wins Confirmation of Plan
RUBY WESTERN: S&P Assigns 'BB+' CCR & Rates $500MM Loan 'BB+'
SAGITTARIUS RESTAURANTS: Moody's Rates New Sr. Debt Facility 'B2'
SEALED AIR: Moody's Assigns B1 Rating to New US$425MM Sr. Notes

SEALED AIR: S&P Rates $425MM Sr. Unsecured Notes Due 2023 'BB-'
SEITEL INC: Moody's Assigns B3 Rating to New US$250MM Notes Issue
SEITEL INC: S&P Assigns 'B' Rating to $250MM Notes Due 2019
SHREE-HARI: Motel Owner Wins Approval of Exit Plan
SOLAR TRUST: Wins Confirmation of Plan After Committee Deal

STEPHEN ALLEN WEST: US Trustee Response Deadline Moved to August
SUDANO INC: S. Bongiovanni Can't Represent Mother in Appeal
SUNSHINE HOTELS: Sec. 341 Meeting of Creditors on March 12
VERSO PAPER: Moody's Downgrades Rating on 2nd Lien Notes to Caa2

* Mortgage Buyer Falls Flat on Discounted Debt

* Bankruptcy Judge Bruce Markell Steps Down to Teach

* Moody's Maintains Negative Outlook on State Housing Agencies

* Hawaiian Lawyer Wing Ng Suspended From 1-Year Law Practice

* BOND PRICING -- For Week From March 4 to 8, 2013

                            *********

1250 OCEANSIDE: Hokulia Project Developers File Bankruptcy
----------------------------------------------------------
1250 Oceanside Partners and its affiliates sought Chapter 11
protection (Banrk. D. Haw. Lead Case No. 13-00353) on March 6,
2013 in Honolulu, Hawaii.

Erin Miller and Nancy Cook Lauer, writing for West Hawaii Today,
report that developer 1250 Oceanside and its two affiliated
developers, Front Nine LLC and Pacific Star -- all Lyle Andersen
companies -- are seeking Chapter 11 bankruptcy protection while
they try to restructure $680 million in debt, most of which is
held by new lender Sun Kona Finance LLC.  The firms are the
developers of the upscale Hokulia project on the Kona Coast.

According to the report, Hawaii County's Corporation Counsel
Lincoln Ashida said Friday, March 8, that Hawaii County taxpayers
aren't likely to lose money because of bankruptcy filings by the
three developers.

According to the report, Mr. Ashida said Corporation Counsel
attorneys attended the initial court hearing Thursday in U.S.
Bankruptcy Court in Honolulu, and his office will keep close tabs
on proceedings as they occur.  Among others, Mr. Ashida said the
county is a secured creditor for $20 million and it is on the top
of the creditor list, with 80 Keopuka lots, valued at more than
$20 million, as collateral.

The report notes Red Hill 1250 Inc. was the general partner with
Oceanside, holding 99% of the company.  Red Hill's President and
General Manager Craig Pickett said in a declaration filed March 6
that the three companies "intend to restructure and resolve their
secured and unsecured debt . . . so that development of the
Hokulia project can proceed to completion and to enable the future
development of the Keopuka property."

The report recounts Sun Kona, an affiliate of SunChase Holdings,
acquired a $626 million loan from the Bank of Scotland Dec. 28. In
January, Sun Kona put Mr. Pickett in charge of all three Hawaii
companies now filing bankruptcy.

According to the report, Oceanside listed assets of about $44.5
million. The total listed value of Front Nine's property is about
$18.3 million, and Pacific Star has about $5.3 million in assets.


A123 SYSTEMS: Committee Objects to $1.5 Million for NEC Corp.
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for A123 Systems Inc.
objects to giving Japan's NEC Corp. $1.5 million in partial
reimbursement of expenses in preparation for bidding at the
auction in December where most of the assets ended up being sold
for $256.6 million to China's Wanxiang Group Corp.

The report recounts that A123 said in a Feb. 20 court filing that
NEC's participation helped raise the price by $100 million above
the opening bid from Johnson Controls Inc.

However, in papers filed March 7, the committee contends NEC would
have participated in the auction with or without the expense
reimbursement.  The committee is resisting reimbursement to
enhance recovery for unsecured creditors. The committee contends
A123 didn't exercise proper business judgment in agreeing to
reimbursement.  The committee only had the ability to confer with
A123 and didn't have veto rights under bidding procedures approved
by the Delaware bankruptcy court in November.

The report relates that there will be a March 13 hearing to decide
on NEC's reimbursement.  At the same hearing, the court is
scheduled to consider disclosure materials that must be approved
before creditors can vote on A123's Chapter 11 plan.

                       About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

Prior to the bankruptcy filing, A123 had an agreement to sell an
80% stake in the business to Chinese auto-parts maker Wanxiang
Group Corp.  U.S. lawmakers opposed the deal over concerns on the
transfer of American taxpayer dollars and technology to China.
When it filed for bankruptcy, the Debtors presented a deal to sell
all assets to Johnson Controls Inc., subject to higher and better
offers.  At the auction in December 2012, most of the assets ended
up being sold for $256.6 million to Wanxiang.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.  JCI is represented in the
case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP.

A123 has filed a liquidating Chapter 11 plan designed to give
holders of $143.75 million in subordinated notes a recovery of
about 65%.  General unsecured creditors with $124 million in
claims are to have the same recovery.  The plan provides for
holders of $35.7 million in senior note claims to be paid in full.


ADAMAR OF NEW JERSEY: 10th Cir. Affirms Ruling on Gambling Debt
---------------------------------------------------------------
Adamar of New Jersey, Inc., a company that owns the Tropicana
casino in Atlantic City, New Jersey, appeals the bankruptcy
court's order finding that a gambling debt incurred by Nicholas
Raymond Innerbichler was dischargeable.  In its findings of fact
and conclusions of law entered after a two-day trial, the
bankruptcy court held that Adamar had failed to prove that
Mr. Innerbichler's debt was obtained by fraud under 11 U.S.C. Sec.
523(a)(2)(A).  The bankruptcy court entered judgment for
Mr. Innerbichler on April 13, 2012, and Adamar timely appealed.
The Debtor cross-appealed, arguing that the bankruptcy court erred
in failing to award him fees under Sec. 523(d).  Finding no error
by the bankruptcy court, the United States Bankruptcy Appellate
Panel, Tenth Circuit affirmed.

"We are not persuaded that the bankruptcy court committed
reversible error," said Hon. Honorable Howard R. Tallman, U.S.
Judge, United States Bankruptcy Court for the District of
Colorado, sitting by designation.  Judge Tallman wrote the opinion
for the three-judge panel.

Mr. Innerbichler had been gambling in Atlantic City casinos,
including the Tropicana, since at least 1992.  In 2003 he sold his
business, TAMSCO, for $68 million, and received approximately half
of that amount as a 49% owner of the business.  In August 2003,
Mr. Innerbichler filled out a credit application with Adamar in
which he listed his income as $250,000 per year and his assets at
$30 million.  Adamar reviewed his credit at that time, and again
in January and July of 2004.  Prior to January 2005, he had always
paid his debts to Adamar.  Between January 21 and January 23,
2005, Mr. Innerbichler signed markers with Adamar for a total
amount of $550,000.  The markers bore the legend, "I represent
that I have received cash for the above amount and that said
amount is on deposit in said bank or trust company in my name. It
is clear from all claims and is subject to this check."  When
Adamar subsequently presented the markers to Mr. Innerbichler's
bank for payment in March 2005, it learned that Mr. Innerbichler
had stopped payment on them.  Adamar obtained a judgment for
$399,936.99 against Mr. Innerbichler in New Jersey state court in
July 2006.

Mr. Innerbichler paid Adamar $160,000 in partial satisfaction of
the judgment before filing for Chapter 11 bankruptcy in June 2009.
Shortly thereafter, Adamar filed its complaint under Sec.
523(a)(2)(A), objecting to discharge of the debt that remained
outstanding.  Mr. Innerbichler's case was converted to one under
Chapter 7 on January 6, 2011.  After a trial on the merits in
April 2011, the bankruptcy court held that the gambling debt was
dischargeable, but did not award Mr. Innerbichler costs and
reasonable attorney's fees for the proceeding as permitted under
Sec. 523(d).  Both parties appealed the bankruptcy court's
decision to the Tenth Court.

The case is, ADAMAR OF NEW JERSEY, INC., Plaintiff-Appellant-
Cross-Appellee, v. NICHOLAS RAYMOND INNERBICHLER, Defendant-
Appellee-Cross-Appellant, BAP Nos. NM-12-032, NM-12-038 (10th Cir.
BAP).  A copy of the Tenth Circuit's Feb. 25, 2013 Opinion is
available at http://is.gd/d9x6l3from Leagle.com.

                   About Tropicana Entertainment

Las Vegas, Nevada-based Tropicana Entertainment Inc., along with
its affiliates, owns or operates nine casinos and resorts in
Indiana, Louisiana, Mississippi, Nevada and New Jersey.  The
Company owns a development property in Aruba.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection (Bankr. D. Del. Case No. 08-10856) on May 5,
2008.  Kirkland & Ellis LLP and Richards Layton & Finger,
represent the Debtors in their restructuring efforts.  Lazard Ltd.
served as financial advisor and Kurtzman Carson Consultants LLC
served as notice, claims, and balloting agent.  Epiq Bankruptcy
Solutions LLC served as the Debtors' Web site administration
agent.  AlixPartners LLP served as the Debtors' restructuring
advisor.  Stroock & Stroock & Lavan LLP and Morris Nichols Arsht &
Tunnell LLP represented the Official Committee of Unsecured
Creditors.  Capstone Advisory Group LLC served as financial
advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation of a reorganization plan in May 2009.

Effective March 31, 2010, Tropicana emerged from the Chapter 11
reorganization process as an Carl Icahn-owned entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, obtained approval of a
separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 09-20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of investors-led by Carl Icahn.  Judge Judith H. Wizmur
presides over the New Jersey cases.  Manchester Mall was a wholly
owned subsidiary of Adamar that owns and operates certain real
property utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC served as
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Adamar of New Jersey and Manchester Mall later merged into Adamar
of NJ In Liquidation LLC.  The merger and name change was in
accordance with an Amended and Restated Purchase Agreement, which
governs the sale and transfer of the operations of the Tropicana
Casino and Resort - Atlantic City, including substantially all of
the New Jersey Debtors' assets, to Tropicana Entertainment Inc.,
Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free
and clear of any and all liens, claims and encumbrances.


ADVANCED COMPUTER: Wants April 30 Extension of Plan Deadline
------------------------------------------------------------
Advanced Computer Technology, Inc., filed a motion with the U.S.
Bankruptcy Court seeking an extension until April 30, 2013, of the
deadline to file a Chapter 11 plan and disclosure statement.

On Aug. 22, 2012, Debtor filed two separate motions for the
turnover of property, requesting the following:

   a) The turnover to the Debtor of $262,307.60 deposited by
      the Public Buildings Authority of Puerto Rico in Civil
      Case No. KCD2004-0604, with the Clerk of the Court of
      First Instance of Puerto Rico, San Juan Section;

   b) The turnover to the Debtor of $692,340.24, deposited
      by Banco Santander Puerto Rico and Doral Bank in Civil
      Case No. KAC2009-1257, with the Clerk of the Court of
      First Instance.

During a hearing held Sept. 25 on the Debtor's motion for leave to
use Banco Bilbao Vizcaya Argentaria's cash collateral, the Debtor
and BBVA agreed on a stipulation for the interim use of cash
collateral and adequate protection, and for the Court to enter an
order directing the Court of First Instance to turn over the funds
deposited in Civil Cases Nos. KCD2004-0604 and KAC2009-1257 in
order for those funds to be deposited with the Clerk of the
Bankruptcy Court.

On Nov. 30, 2012, the Bankruptcy Court entered the orders
directing the Court of First Instance to turn over the funds
deposited in Civil Cases Nos. KCD2004-0604 and KAC2009-1257 in
order for those funds to be deposited with the Clerk of the
Bankruptcy Court.

On Dec. 5, 2012, the Debtor informed -- and requested -- the Court
of First Instance to comply with the turnover orders.  On Dec. 18,
Gomez Holdings, Inc., filed an opposition to Debtor's motion for
turnover in Civil Case No. KAC2009-1257.  On Dec. 21, the Court of
First Instance in Civil Case No. KAC2009-1257 entered an order for
the turnover of funds as unopposed.   On Dec. 28, the Court of
First Instance in Civil Case No. KAC2009-1257 entered an order
denying GHI's opposition.  On Jan. 2, 2013, GHI filed a motion for
reconsideration of the order of Dec. 21 and requested the stay of
the turnover.  On Jan. 4, GHI filed a motion for reconsideration
of the Dec. 28 order, and also requested the stay of the turnover.

On Jan. 23, 2013, the Court of First Instance in Civil Case No.
KAC2009-1257 notified the entry of its order directing Debtor to
respond to GHI's motions.

The Debtor is currently preparing its response to GHI's motions.
As to Civil Case No. KCD2004-0604, the Public Buildings Authority
of Puerto Rico filed an opposition to the turnover order and
requested the Court of First Instance not to proceed until its
counsel returned from vacation.  In addition, GHI filed a request
for intervention under Rule 21 of the Rules of Civil Procedure of
Puerto Rico in Civil Case No. KCD2004-0604.

The Debtor is currently in the process of recovering the funds
deposited with the Clerk of the Court of First Instance, which
will allow it to determine the nature of its bankruptcy exit plan.
Therefore, it is indispensable for the Debtor to recover the funds
prior to the filing of its Plan and Disclosure Statement.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

The Debtor's only shareholder is Investigacion Y Programas, S.A.
Its president is Jaime Romano and its secretary and chief
executive officer is Osvaldo Karuzic, none of whom hold any shares
in the Debtor.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices, in
San Juan, P.R., serves as the Debtor's counsel.

William Santiago-Satre, Esq., at De Diego Law Offices, in
Carolina, P.R., represents Banco Bilbao Vizcaya Argentaria Puerto
Rico as counsel.


AEMETIS INC: Sprott Holds 10% Equity Stake at Dec. 31
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Sprott Inc. and Sprott Private Credit Trust disclosed
that, as of Dec. 31, 2012, they beneficially own 17,320,343 common
shares of Aemetis, Inc., representing 10.2% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/zUrVPn

                           About Aemetis

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

Aemetis incurred a net loss of $18.29 million in 2011, as compared
with a net loss of $8.56 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $98.84 million in total assets,
$87.46 million in total liabilities and $11.37 million in total
stockholders' equity.


AGFEED INDUSTRIES: Farm Credit Extends Forbearance Until May 1
--------------------------------------------------------------
AgFeed USA, LLC, a wholly owned subsidiary of AgFeed Industries,
Inc., and certain subsidiaries of AgFeed USA, LLC, Farm Credit
Services of America, FLCA, and Farm Credit Services of America,
PCA, entered into an amendment to the Forbearance Agreement, dated
Feb. 1, 2013, among the Borrowers and Farm Credit, with respect to
AgFeed USA, LLC's Credit Agreement, dated June 6, 2006.  In the
Amendment, Farm Credit agreed that it will extend the period
during which it will take no action to enforce its default
remedies under the Credit Agreement and related security and other
agreements until the earlier of (1) violation of the Forbearance
Agreement or further breach of the Credit Agreement and related
security and other agreements or (2) May 1, 2013.  The Company is
working closely with Farm Credit in reviewing its financing
options.

A copy of the Amended Forbearance is available at:

                        http://is.gd/JyQ7WD

                      About Agfeed Industries

NASDAQ Global Market Listed AgFeed Industries, formerly known as
M2 P2, LLC, is an international agribusiness with operations in
the U.S. and China.  AgFeed has two business lines: animal
nutrition in premix, concentrates and complete feeds and hog
production. In the U.S., AgFeed's hog production unit, M2P2, is a
market leader in setting new standards for production efficiency
and productivity.  AgFeed believes the transfer of these
processes, procedures and techniques will allow its new Western-
style Chinese hog production units to set new standards for
production in China. China is the world's largest pork market
consuming 50% of global production and over 62% of total protein
consumed in China is pork.  Hog production in China currently
enjoys income tax free status.




AGRIPARTNERS LIMITED: TLC Mitigation Postpetition Loan Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Agripartners Limited Partnership to obtain postpetition
financing from TLC Mitigation, LLC, on an unsecured basis.

As reported in the TCR on March 1, 2013, TLC Mitigation is already
owed $268,788 for financing provided to the Debtor from Jan. 1,
2012, through the Petition Date.  TLC Mitigation has agreed to
provide the Debtor funding postpetition in an amount not to exceed
$40,000 per month on a going forward basis in exchange for an
administrative expense claim, which will be subordinate to the
claim of Investors Warranty of America, Inc.

              About Agripartners Limited Partnership

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


AIDA'S PARADISE: TD Bank Collateral Valued at $5.96 Million
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entered an order valuing the collateral securing TD Bank, N.A.'s
claim in the Chapter 11 case of Aida's Paradise, LLC, at
$5,958,175.

TD Bank, N.A., holds a first mortgage interest in property of the
estate, which is comprised of: the former Salt Island restaurant;
a miniature golf course, known as Volcano Island; a Dunkin'
Donuts; and a billboard.

The values of the properties comprising the collateral are:

     Property                              Value
     --------                              -----
Former Salt Island restaurant         $3,288,175
Mini Golf Course                        $700,000
Dunkin' Donuts                        $1,250,000
Billboard                               $720,000

The valuation is in relation to any proposed treatment under a
plan of reorganization in the case.

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Terry J.
Soifer and Consulting CFO, Inc., serves as its financial advisor.
The petition was signed by Dr. Adil R. Elias, manager.

In its schedules, the Debtor disclosed $15.0 million in total
assets and $9.32 million in total liabilities.

Aida's Paradise, LLC, filed a Plan of Reorganization, as amended,
which contemplates that the Debtor will continue to manage and
lease to tenants its I-Drive properties, and will continue to try
to secure a new restaurant tenant.


ALG INTERMEDIATE: S&P Assigns 'B' CCR & Rates $160MM Facility 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned U.S.-based resort
management and packaged vacation provider ALG Intermediate
Holdings B.V. a corporate credit rating of 'B'.  The outlook is
stable.

At the same time, S&P assigned the $160 million first-lien credit
facility (comprised of a $20 million revolver due 2018 and a $140
million term loan due 2019) its issue-level rating of 'B+', with a
recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery in the event of a payment
default.  ALG B.V. and ALG USA Holdings LLC are co-borrowers of
this debt.

In addition, S&P assigned the $75 million second-lien term loan
due 2020 its issue-level rating of 'CCC+', with a recovery rating
of '6', indicating S&P's expectation for negligible (0% to 10%)
recovery in the event of a payment default.  ALG Intermediate
Holdings B.V. is the direct parent of the co-borrowers and will be
a guarantor of the first-lien and second-lien credit facilities.

Bain Capital used proceeds from the credit facilities and a
$159 million equity contribution to acquire ALG from founder
Mullen Family L.P. for $343.5 million.  ALG is a vertically
integrated travel company comprised of all-inclusive resort
management company AMResorts, packaged vacation provider Apple
Vacations, and destination management company Amstar.  In addition
to acquiring ALG, Bain is also acquiring affiliated entity
Unlimited Vacation Club (UVC) from Mullen Family L.P.  Mullen
Family L.P. will retain control of related entity Mullen Real
Estate Holdings (MREH).  S&P has not incorporated the risk
profiles of either UVC or MREH into ALG's credit risk profile,
because S&P believes they are not strategic to ALG's operations
and in the case of MREH, there is no common ownership control.  As
a result, S&P do not believe ALG would support these affiliated
and related parties as they are currently organized and operated.

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

"Our assessment of ALG's financial risk profile as highly
leveraged reflects our expectation for total lease-adjusted debt
to EBITDA to be in the 6x area and for EBITDA margin to be about
4% in 2013.  ALG's EBITDA margin is low and compares unfavorably
with many other leisure sector companies, primarily because of the
relatively modest mark-up the company receives on the gross sale
of vacation packages (which can include hotel room, airfare,
transportation, and other amenities). ALG recognizes the gross
value of vacation packages sold (which comprises more than 90% of
total revenue) in its financial statements.  Partly mitigating the
low EBITDA margin is management's assertion that ALG takes only a
moderate level of inventory risk in booking vacation packages
related solely to the chartering of full-plane flights, and that
there are operating controls in place to ensure that vacation
packages in the aggregate are not sold at a loss. Also, ALG's
EBITDA coverage of interest expense is expected to be in the low-
2x area in 2013, which is good for the rating," S&P said.

"Our assessment of ALG's business risk profile as weak reflects
high levels of competition for discretionary leisure spending by
the company's mostly U.S. and Canadian customer base, high levels
of competition and travel-related event risk in the company's
mostly Mexican and Caribbean all-inclusive resort market
destinations, limited geographic and business diversity compared
with other global leisure companies, and a limited track record of
operating results.  Partly mitigating these risk factors are a
portfolio of long-term management contracts in the company's
AMResorts resort management business (which is anticipated to be
about 62% of 2013 EBITDA) that contain reasonable protections
against cancellation, the company's focus on the affluent North
American travel market, and the company's good position in, and
the increasing popularity of, the all-inclusive resort vacation
market," S&P added.


ALPHA PARTNERS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Alpha Partners Ltd. filed with the Bankruptcy Court for the
Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $13,203,582
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,571,428
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $16,500,000
                                 -----------      -----------
        TOTAL                    $13,203,582      $25,071,428

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


AMERICA WEST: Judge Clears April Auction for Mine Operator
----------------------------------------------------------
Marie Beaudette and Stephanie Gleason at Dow Jones' DBR Small Cap
report that coal-mine operator America West Resources Inc. won
bankruptcy court approval to auction its assets next month.

                        About America West

Based in Salt Lake City, Utah, America West Resources Inc. is a
domestic coal producer engaged in the mining of clean and
compliant (low-sulfur) coal.  The majority of the Company's coal
is sold to utility companies for use in the generation of
electricity.

America West Resources and three affiliates sought Chapter 11
protection (Banrk. D. Nev. Case Nos. 13-50201 to 13-50204) on
Feb. 1, 2013, in Reno, Nevada. Nevada Bankruptcy Judge Bruce A.
Markell on Feb. 5, 2013, entered an order transferring the
bankruptcy case from Reno to Las Vegas.

America West disclosed assets of $18.3 million and liabilities of
$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. as
reorganization counsel; the Law Office of Illyssa I. Fogel as
local counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


AMERICAN SUZUKI: CBRE, Prudential Tapped as Real Estate Brokers
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
in late February entered orders authorizing American Suzuki Motor
Corporation to employ CBRE, Inc., and Prudential California Realty
as real estate brokers.  CBRE and Prudential are marketing for
sale certain real property of the Debtor.

                      About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Court approved the amended Chapter 11 Plan.  Under the
Company's amended Plan, its Motorcycles/ATV and Marine divisions,
along with its continued Automotive parts and service operation,
will be sold to a newly organized, wholly-owned subsidiary of
Suzuki Motor Corporation, enabling those operations to continue
uninterrupted.  The new entity will use the ASMC brand name and
operate in the continental U.S.

ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl
& Jones LLP, and its financial advisor is FTI Consulting, Inc.
Nelson Mullins Riley & Scarborough LLP is serving as special
counsel on automobile dealer and industry issues.  Further, ASMC
has proposed the appointment of Freddie Reiss, Senior Managing
Director at FTI Consulting, as chief restructuring officer, and
has also added two independent Board members to assist it through
this period.  Rust Consulting Omni Bankruptcy, a division of Rust
Consulting, Inc., is the claims and notice agent.  The Debtor has
retained Imperial Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors is represented by
Irell & Manella LLP.  AlixPartners, LLC serves as its financial
advisor.

American Suzuki Motor Corporation on March 1 disclosed that the
Court approved the confirmation of the Company's Chapter 11 Plan,
which creditors overwhelmingly accepted.  Confirmation of the Plan
clears the way for the Company to complete its restructuring
process, which is expected to occur on March 31, 2013.


AMERICAN SUZUKI: Wants to Expand PwC's Work as Tax Accountant
-------------------------------------------------------------
American Suzuki Motor Corporation in late February filed a request
to expand the scope of order authorizing the employment of
PricewaterhouseCoopers, LLP as tax accountant, to include these
supplemental services:

   a. audit for Debtor's fiscal year ending March 31, 2013, and
      any related work necessary to perform the audit; and

   b. accounting services relating to the Debtor's closing of any
      sale transaction that may be approved in the case.

PwC will bill on an hourly basis for the supplemental services
pursuant to the rates set forth in the application for an order
authorizing the retention of PwC as tax consultant.  All other
aspects of PwC's engagement remain as set forth in the approved
application.

As reported in the TCR on Jan. 29, 2013, the Debtors will pay PwC
on a fixed fee basis for each tax year.  The fixed fee for the
2012 Tax Year Services is estimated to be $68,000 and 2013 Tax
Year Services will be $78,000.  Prior to the Petition Date, PwC
obtained payment of $23,267 on the 2012 Tax Year Services and
$10,000 on the 2013 Tax Year Services.

   Tax Compliance       Fixed Fee  Amount Paid   Amount to be
   Engagement Letters   Amount     Prepetition   Sought in Fee
   ------------------   ------     -----------   Application
                                                 -------------
2012 Tax Year Services  $68,000    $23,267       $44,733
2013 Tax Year Services  $78,000    $10,000       $68,000

For the tax consulting services, the hourly rates of PwC's
personnel are:

         Partner                           $700 - $975
         Managing Director                 $650 - $800
         Director                          $550 - $715
         Manager                           $475 - $585
         Senior Associate                  $375 - $442
         Associate                         $275 - $319
         Paraprofessional                      $150

                      About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

The Court approved the amended Chapter 11 Plan.  Under the
Company's amended Plan, its Motorcycles/ATV and Marine divisions,
along with its continued Automotive parts and service operation,
will be sold to a newly organized, wholly-owned subsidiary of
Suzuki Motor Corporation, enabling those operations to continue
uninterrupted.  The new entity will use the ASMC brand name and
operate in the continental U.S.

ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl
& Jones LLP, and its financial advisor is FTI Consulting, Inc.
Nelson Mullins Riley & Scarborough LLP is serving as special
counsel on automobile dealer and industry issues.  Further, ASMC
has proposed the appointment of Freddie Reiss, Senior Managing
Director at FTI Consulting, as chief restructuring officer, and
has also added two independent Board members to assist it through
this period.  Rust Consulting Omni Bankruptcy, a division of Rust
Consulting, Inc., is the claims and notice agent.  The Debtor has
retained Imperial Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors is represented by
Irell & Manella LLP.  AlixPartners, LLC serves as its financial
advisor.

American Suzuki Motor Corporation on March 1 disclosed that the
Court approved the confirmation of the Company's Chapter 11 Plan,
which creditors overwhelmingly accepted.  Confirmation of the Plan
clears the way for the Company to complete its restructuring
process, which is expected to occur on March 31, 2013.


AS SEEN ON TV: Completes Merger with eDiets.com
-----------------------------------------------
Under the terms of the merger agreement, As Seen On TV issued
19,077,252 shares of its common stock in exchange for all of the
issues and outstanding shares of eDiets.com common stock.
eDiets.com has now become a 100% wholly-owned subsidiary of As
Seen On TV.  The transaction is expected to be tax free to eDiets'
shareholders and is being done on a stock-for-stock basis.  Shares
of eDiets common stock, which previously traded under the symbol
"DIET," will now cease trading.

Steve Rogai, CEO of As Seen On TV, Inc., stated, "We are pleased
to announce the closing of the merger with eDiets and remain
excited about the combined synergies of our two companies.  There
are tremendous combined savings and growth potential for both
companies using our unique direct response and live shopping
channel experience."

Kevin Richardson, Chairman of eDiets, stated, "We are excited
about the combined growth opportunities of our two companies as we
leverage each other's strengths."

Merger Highlights

   * The merger enhances As Seen On TV's ability to achieve its
     strategic objective of becoming one of the top providers of
     direct response marketing;

   * The merger will enable As Seen On TV to expand and diversify
     its product offering to its customers;

   * The merger will enable opportunities for increased growth
     through the expansion of channels of distribution for
     existing products and services;

   * Anticipated synergies from the merger, including operating a
     larger entity with greater critical mass of direct response
     marketing which could reduce the media buying pricing for the
     combined company and lower expenses due to an elimination in
     certain duplicate administrative costs (finance departments,
     legal, marketing and public company expenses);

   * The merger will enable opportunities for increased growth
     through the ability to cross-sell existing products and
     services.

On Feb. 28, 2013, in connection with the closing of the Merger
Kevin Richardson II, chairman of eDiets, was appointed to the
Company's board of directors.  Following these actions, the
Company's board of directors is now comprised of Kevin Harrington,
Steve Rogai, Dr. Randolph Pohlman, Greg Adams and Kevin
Richardson.  Pursuant to the terms of the Merger Agreement, the
Company increased the size of its board of directors from four
members to seven members and one former member of the eDiets.com
board of directors was appointed to the Company board of
directors.  The board of directors expects to identify a sixth and
seventh director and make the appointments in the near future.

Mr. Richardson is considered an independent director as defined in
the Nasdaq Stock Market Listing Rules.  It is expected that Mr.
Richardson and the other future new independent members of the
Company's board of directors will be compensated for their
services as directors in accordance with the Company's director
compensation policy.

                       About eDiets.com Inc.

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets.com, Inc., 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/

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million for the year
ended March 31, 2012, compared with a net loss of $6.97 million
during the prior fiscal year.  The Company's balance sheet at
Dec. 31, 2012, showed $16.08 million in total assets,
$36.36 million in total liabilities and a $20.28 million total
stockholders' deficiency.


ASSET ACCEPTANCE: S&P Puts 'B+' ICR on CreditWatch Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+' issuer
credit and 'BB' senior secured ratings on Asset Acceptance Capital
Corp. (AACC) on CreditWatch with developing implications.

The CreditWatch placement follows AACC's announcement that it has
agreed to be acquired by Encore Capital Corp. (unrated) for
$350 million to $400 million, depending on the actual closing
date.  Encore expects to close the acquisition during the second
quarter of the year.  Encore has stated publicly that it plans to
prepay all of AACC's outstanding debt at merger closing.

The CreditWatch developing reflects S&P's expectation that the
merger will close as anticipated with Encore prepaying AACC's
outstanding debt.  "If that occurs, we will likely affirm and
withdraw our issuer credit and senior secured ratings on AACC at
closing," said Standard & Poor's credit analyst Kevin Cole.  "If
the merger does not close and AACC continues as a stand-alone
entity, our ratings on the company will likely remain unchanged.
If AACC is acquired and its debt remains outstanding, we would
complete a credit assessment of the combined entity's credit
profile and determine whether the current issue rating is still
appropriate."


ATHANASIOS III: Trustee Can't Act on Unsecured Creditors' Behalf
----------------------------------------------------------------
Peggy Hunt, as Chapter 7 trustee of the estate of Athanasios III,
LLC, cannot seek relief based on deficient notice to unsecured
creditors, nor can she seek relief for alleged due process
violations on behalf of creditors of the Athanasios estate,
District Judge Dale A. Kimball ruled.  Accordingly, the U.S.
District Court for the District of Utah denied the resolution
sought in the appellate case styled as PEGGY HUNT, Trustee,
Apellant, v. MEMORIAL BUILDING, LLC, Appellee, Case No. 2:11CV994
(DAK)(D. Utah).

The issue on appeal is whether a bankruptcy court granting
automatic stay relief is void as a matter of law because the stay
relief was granted on no notice.  More specifically, a Sept. 23,
2011 bankruptcy court order denied the Trustee's request to
reconsider its ruling granting stay relief in favor of Memorial
Building, which allowed Memorial to evict Athanasios from
Memorial's property.  The Trustee argued that certain creditors of
the Debtor's estate did not receive proper notice of the stay
motion or the Sept. 23 order.

The District Court ruled the Trustee lacks standing to assert the
alleged due process violations on behalf of creditors of the
Debtor's bankruptcy estate.  Even if the Trustee had standing to
assert such rights, Judge Kimball affirmed the Bankruptcy Court's
Sept. 23 Order Denying Reconsideration because the creditors' due
process rights were not violated.

A copy of Judge Kimball's March 1, 2013 Memorandum Decision and
Order is available http://is.gd/67YHtTfrom Leagle.com.

                      About Athanasios III

Athanasios III, LLC, filed a voluntary bankruptcy petition
under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No.
10-32726) on Sept. 16, 2010.  Steven R. Paul, Esq., at Nelson,
Snuffer, Dahle & Poulsen, P.C., represented the Debtor.  The case
was converted into a Chapter 7 proceeding on April 28, 2011, and
Peggy Hunt was appointed as Chapter 7 trustee the next day.


ATP OIL: $135M Royalty Deals Off-Limits From Creditors, Suits Say
-----------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that an investment bank
and an energy company slapped ATP Oil & Gas Corp. with two
adversary suits Friday accusing it of fraudulently selling
$135 million in royalty interests as real property, attempts to
prevent the Texas bankruptcy court from taking their interests to
pay off ATP's creditors.

The report related that a unit of global investment bank Macquarie
Group Ltd. and Keba Energy LLC launched two separate suits
claiming they were induced into buying $110 million and $25
million, respectively, in overriding oil and gas royalty
interests.

                          About ATP Oil

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

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

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

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


ATP OIL: Court to Convene Mar. 28 Hearing on Gomez Wells' Shut-In
-----------------------------------------------------------------
Judge Marvin Isgur has scheduled a March 28 final hearing to
consider ATP Oil & Gas Corporation's request to shut-in deepwater
leases that involve five offshore blocks in the Mississippi Canyon
known as the "Gomez Wells."

Pending conclusion of the final hearing, Judge Isgur ruled, the
Gomez Wells will not be shut-in unless required on an emergency
operational basis.

The Debtor previously reasoned that maintaining operations at the
Gomez Wells will deplete estate cash and endanger its ability ro
reorganize.

The Court also ruled that pending the final hearing, $120,215 per
day will be accrued in a reserve for the holders of NPI and ORRI
(Overriding Royalty Interests) rights.

In the event the Debtor is permitted to shut in the Gomez wells,
the accrued reserve will be paid in this manner:

   (1) To the Debtor, to the extent the accrued revenues minus the
       accrued expenses (the accrued amounts are for the period
       from March 1, 2013 to the entry of an order on the Gomez
       Wells) is less than $28,817.20 per day.

   (2) The balance to the holders of the NPI and ORRI rights.

   (3) Only the amounts actually payable to the holders of NPI and
       ORRI rights under the Court Order will be required to be
       paid as a current obligation of the Estate for the period
       of production from March 1, 2013, through entry of an order
       authorizing the shut-in of the Gomez Wells.

If the Debtor is not authorized to shut in the Gomez Wells, the
reserve will be applied to the amounts otherwise due to the
holders of NPI and ORRI rights.

As previously reported on the March 1, 2013 edition of the
Troubled Company Reporter, the Debtor's unsecured creditors
support a shut-in of the Gomez Wells while some parties -- NGP
Capital Resource Company, HBK Main Street Investments, L.P..
Sankaty ATP LLC, Sankaty Credit Opportunites IV, L.P., Sankaty
Managed Account, L.P., Diamond Offshore Company, Greystar
Corporation and Gomez Hub Pipeline Partners, LP -- have either
expressed opposition to the shut-in request or concern of the
original set court hearing.

Since then, more parties have asserted their rights to oppose the
shut-in request.  They include Anadarko E&P Onshore LLC; ATP
Infrastructure Partners, L.P.; Macquarie Investments LLC;
Macquarie Americas Corporation; Keba Energy LLC; and Expeditors
and Production Services, Inc.  Among other things, these parties
asserted that they should be given sufficient time to object in
the matter and that the Debtor has not justified the request for a
shut-in.

                          About ATP Oil

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

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

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

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


ATP OIL: Gets Final Order on Securities Trading Limitations
-----------------------------------------------------------
ATP Oil & Gas Corporation obtained a final order from a Texas
bankruptcy court for the establishment of uniform procedures for
transfers of equity securities.  The procedures are designed to
protect the Debtor's valuable tax attributes.

Judge Marvin Isgur ruled that among other things, any entity who
is currently or becomes a "Substantial Shareholder" must report
to, or notify, the Court of its ownership, or intended transfer,
of ATP equity securities.  The Debtor will have 10 days from the
receipt of such notice to serve an objection.

A Substantial Shareholder refers to one who has beneficial
ownership of (i) ATP common stock of at least 2,495,000 shares,
(ii) ATP series A preferred stock totaling 35,285 shares, or (iii)
ATP series B preferred stock totaling 75,971 shares.

T. Paul Bulmahn and Taylor International Fund, Ltd. are identified
Substantial Shareholders of the Debtor at the present time.

                          About ATP Oil

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

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

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

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


AVANTAIR INC: Issues $1.3 Million Additional Convertible Notes
--------------------------------------------------------------
Avantair, Inc., previously entered into a Note and Warrant
Purchase Agreement providing for the issuance of an aggregate of
up to $10 million in principal amount of senior secured
convertible promissory notes and warrants to purchase up to an
aggregate of 40,000,000 shares of common stock at an initial and
additional closings.

At the initial closing, which occurred on Nov. 30, 2012, the
Company issued to certain members of the Board of Directors and
their affiliates Notes in an aggregate principal amount of $2.8
million and Warrants to purchase an aggregate of 11,200,000
shares.  Furthermore, on Feb. 1, 2013, the Company issued to nine
accredited investors Notes in an aggregate principal amount of
$637,500 and Warrants to purchase an aggregate of 2,550,000
shares.

At an additional closing on Feb. 28, 2013, the Company issued to
two accredited investors Notes in an aggregate principal amount of
$1,350,000 and Warrants to purchase an aggregate of 5,400,000
shares of common stock.

The Notes bear interest at an initial rate of 2.0% per annum,
which will increase to 12.0% per annum if the Company is
unsuccessful in obtaining stockholder approval by March 31, 2013,
to increase the Company's authorized shares of common stock so
that a sufficient number of shares are reserved for the conversion
of the Notes.

The Warrants are exercisable at an exercise price of $0.50 per
share, which exercise price is subject to certain anti-dilution
protections, but the Warrants may not be exercised unless a
sufficient number of authorized shares of common stock are
available for the exercise of the Warrants.  The Warrants expire
on Nov. 30, 2017.

The Company entered into a Security Agreement dated Nov. 30, 2012,
to secure its senior secured convertible promissory notes issued
in the Financing.  The Notes issued on Feb. 1, 2013, will be
secured under the Security Agreement by a first priority security
interest in substantially all of the assets of the Company that
are not otherwise encumbered and excluding all aircraft,
fractional ownership interests in aircraft, restricted cash,
deposits on aircraft and flight hour cards.  As previously
reported, the Company also entered into a Registration Rights
Agreement dated Nov. 30, 2012, pursuant to which the Company has
agreed to register under the Securities Act of 1933, as amended,
the shares of common stock issuable upon conversion of the Notes.

                        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.


AVON PRODUCTS: Fitch Rates $1.5 Billion Sr. Unsecured Notes 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+ ' rating to Avon Products,
Inc.'s $1.5 billion senior unsecured notes issuance with the
following tranches:

-- $250 million due in 2016;
-- $500 million due in 2020;
-- $500 million due in 2023;
-- $250 million due in 2043.

The Rating Outlook is Stable.

Avon intends to use the net proceeds, together with cash on hand,
to refinance upcoming maturities and for general corporate
purposes. Today's action is in alignment with management's goal of
addressing the company's capital structure.

The new notes contain a Change of Control Repurchase Event
provision and interest step-up language. Upon the occurrence of
both a Change of Control and rating downgrades below investment
grade by two of the three rating agencies, unless Avon exercises
its right to redeem the notes, the company will be required to
make an offer to purchase the notes at a price equal to 101% of
the aggregate principal amount plus accrued and unpaid interest.
The note indenture contains limitations on liens and sale-
leasebacks but does not contain financial covenants. Interest
could be increased by a maximum of 200 basis points in addition to
the stated rate at issuance based on the company's ratings.

Fitch notes that Avon's $550 million three-year term loan requires
that if the company raises at least $500 million in new debt, 50%
of the net proceeds must be applied towards this facility. With
$1.5 billion in gross proceeds Avon should be able to refinance
the $600 million in privately placed notes including the $65
million make-whole and the $125 million 4.625% note due May 13,
2013 while still applying at least $500 million in required net
issuance proceeds to its $550 million term loan due in 2015.

KEY RATING DRIVERS:

Avon's ratings are based on the continued decline in U.S.
revenues, lack of sustainable operating income growth in key
international markets, and weakened credit protection measures.
Liquidity is likely to be lower versus historical levels as the
company uses part of its cash to invest in restructuring,
representative incentives, and other efforts to stabilize the
business.

Fitch recognizes that while there were some early signs of
stabilization in Avon's Latin American and European segments which
generate almost 90% of operating earnings before corporate
overhead, it is too early to ascertain its sustainability. The
emerging markets have proven to be a strong base of operations for
the direct-selling distribution model; however, the level of
competition has increased with marketers such as L'Oreal S.A.
accelerating their investments in the region. Both Natura
Cosmeticos S.A. and Avon have commented about the high level of
competition in Brazil in the past several years. Given the
increased presence of large multinational beauty care companies
and further maturation of the emerging markets, Fitch believes
that Avon is likely to find it more difficult to return to
sustainable growth and that longer-term operating margin expansion
may be limited.

The Stable Outlook is due to Avon's adequate liquidity and
execution of its plan to address its capital structure, which
should allow management more time to execute its strategic goals.
Fitch is encouraged by a number of the company's recent
announcements or results. First, Avon cut its dividend by almost
75%, a deeper level than Fitch expected. While 2012's free cash
flow (FCF) remained negative at $2 million, reducing the dividend
outlay by $300 million should result in positive FCF in 2013 even
if the company's financial performance were to remain flat.
Nonetheless, FCF is benefitting from the dividend cut and working
capital improvements, while cash flow from operations continued a
four-year decline from $782 million to $556 million at the end of
2012. Second, the company was able to reduce debt by more than
$110 million year over year given $337 million of FCF in the
fourth quarter.

Financial Performance:
Consolidated revenues were essentially flat at $10.7 billion
excluding a 5% drag from negative foreign exchange. Sales in Latin
America increased 5% on a constant currency basis while sales in
North America, Asia Pacific, and EMEA (Europe, Middle East, and
Africa) declined 8%, 5%, and 1%, respectively. Consolidated
adjusted EBIT margins (excluding impairments and restructuring
charges) increased almost sequentially during the year from 3.8%
to 9.2%. After years of leverage creep to a peak of approximately
3.5x in mid-2012, Avon's leverage tracked down modestly to 3.2x.

Liquidity and Financial Flexibility:
Avon announced that it has notified the holders of its $535
million privately placed notes that it will redeem those notes and
make a required make-whole premium of approximately $65 million by
the end of March 2013. The company cited that it is able to fund
the redemption from cash on hand overseas. The company is also
renegotiating its $1 billion revolving credit which is scheduled
to mature in November 2013. Fitch expects that the company will be
able to secure a new credit agreement. As mentioned previously,
Avon has $125 million 4.625% notes due May 13, 2013. The company
also has a 5.75%, $500 million notes due March 1, 2014. The $550
million term loan amortizes by $138 million in 2014.

RATINGS SENSITIVITIES:

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

Although a positive rating action is not likely in the next 18
months, leverage in the low- to mid-2x range due to a restoration
of consistent growth in Avon's major markets, a meaningful
increase in operating earnings and cash flow, or greater than
expected debt reduction, could lead to consideration of an
upgrade. Generating FCF in excess of $200 million annually would
also be viewed positively.

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

Leverage maintained over 3x and diminishing FCF due to further
deterioration of its base business, indicated by declining sales
and margins in key geographical segments, or increased debt levels
could result in a downgrade. Declining volumes and sales
representative count in the key market of Latin America and Europe
would also be viewed negatively.


BERNARD L. MADOFF: Settlement Lets Merkin Use Part of $410MM
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York Attorney General Eric Schneiderman admits
that part of a $410 million settlement with J. Ezra Merkin won't
go immediately to victims of the Bernard Madoff Ponzi scheme.

According to the report, although Mr. Schneiderman disclosed more
about the settlement, the agreement itself remains a secret and
the state attorney general won't say how much Mr. Merkin can use
to fend off lawsuits brought by Irving Picard, the trustee for
Bernard L. Madoff Investment Securities LLC.

The report relates that Mr. Schneiderman filed more papers last
week in opposition to Mr. Picard's efforts to halt the settlement.
Mr. Picard contends that whatever Mr. Merkin can pay in settlement
should all go to Madoff customers, not partly to investors in Mr.
Merkin's own feeder funds.

The dispute will be resolved by U.S. District Judge Jed Rakoff
after a March 12 hearing.

The report recounts that Mr. Schneiderman said in a previous court
filing that "some of the money will be utilized to defend against
or settle claims by the trustee against the funds and Merkin." In
his new filing on March 5, Mr. Schneiderman said that "not one
penny will revert to Merkin."

In the new filing, Mr. Schneiderman said that an unspecified
amount of the $410 million "has been set aside to fund and settle
certain remaining or potential lawsuits."  The attorney general
said that Mr. Picard's case against Mr. Merkin is "the only
significant" suit not already settled.

In his new filing, Mr. Schneiderman doesn't say, as he did before,
whether Mr. Merkin can use some of the $410 million to defend
against Mr. Picard's suit on behalf of all Madoff customers.  To
the extent the reserve isn't used up, the attorney general said it
will be distributed to investors in the Merkin funds.

Mr. Schneiderman, the report relates, disclosed more about the
settlement, although he didn't make the agreement itself public.
He said that the $410 million represents $200 million in cash,
with 95% derived from the sale of art.  The other $210 million is
from Mr. Merkin's investments in his feeder funds.

Mr. Picard previously claimed that the settlement allows Mr.
Merkin to transfer assets so they can't be reached by creditors.
Mr. Schneiderman has explained in court papers that Mr. Merkin
will transfer "certain illiquid assets" to his wife "in exchange
for her transferring to him cash of equivalent value."

Mr. Merkin ran feeder funds where he collected money from
investors and turned the funds over to Madoff.  When first
announcing the settlement in June, Mr. Schneiderman said Mr.
Merkin received "hundreds of millions dollars in management fees"
in return for feeding Madoff new investors.  When the settlement
was first announced, Mr. Schneiderman said "most" of the $410
million will go to investors in Mr. Merkin's feeder funds.

Mr. Picard and the Securities Investor Protection Corp. both
believe the settlement agreement should be made public, they
previously said in e-mailed statements.

The dispute is now in Judge Rakoff's court after Mr. Picard sued
last year in bankruptcy court following Mr. Schneiderman's
announcement of the settlement.

Mr. Picard contends he's entitled to first recoveries from
Mr. Merkin and his funds because the money to be paid in the
settlement was all stolen from Madoff customers.  Mr. Picard says
his recoveries will go to all Madoff victims, not just those
injured by Mr. Merkin.  Judge Rakoff took the suit out of
bankruptcy court.  Mr. Schneiderman has been telling Judge Rakoff
that a bankruptcy trustee like Mr. Picard has no power to stop a
state attorney general from enforcing police and regulatory
powers.

The lawyer for longtime Madoff employee Daniel Bonventre was in
the U.S. Court of Appeals March 7 asking the panel of three judges
to lift a freeze on his assets so he can pay the cost of defending
against a 22-count indictment.  The government contends his assets
were all stolen from customers and can't be used.

The dispute with Mr. Schneiderman in district Court is Picard v.
Schneiderman, 12-cv-06733, U.S. District Court, Southern District
New York (Manhattan).  The lawsuit with Mr. Schneiderman in
bankruptcy court is Picard v. Schneiderman, 12-01778, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Picard Loses Intervention Bid in Fairfield Row
-----------------------------------------------------------------
Sindhu Sundar of BankruptcyLaw360 reported that Madoff trustee
Irving Picard on Friday lost his bid to intervene in a class
action by institutional investors accusing Fairfield Greenwich
Group and others of funneling investor funds into Bernard Madoff's
Ponzi scheme when a New York federal judge ruled he is already
opposing their $80 million settlement in a separate motion.

The report related that U.S. District Judge Victor Marrero denied
Mr. Picard's bid to intervene in the current action to participate
in an upcoming hearing to argue against the settlement proposed in
November.

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Exec Claims Prosecutors Gutted Legal Fund
------------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that a sudden
asset seizure by prosecutors has improperly wiped out a criminal
defense fund for Daniel Bonventre, a former executive at Bernard
Madoff's firm, his lawyer told the Second Circuit on Thursday.

The report related that Mr. Bonventre, the director of operations
at Bernard L. Madoff Investment Securities LLC, claims prosecutors
began using civil proceedings to seize his assets after he refused
to plead guilty and cooperate with the government.  The seizure
came about 10 months after charges were filed, the BLaw360 report
added.

                      About Bernard L. Madoff

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

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

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

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

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


BIOVEST INT'L: Returns to Chapter 11 with Another Debt-Swap Plan
----------------------------------------------------------------
Biovest International Inc., developer of what would be the first
vaccine to treat lymphoma, filed a petition for Chapter 11
reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6 in
Tampa, Florida.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Biovest and majority owner Accentia
Biopharmaceuticals Inc. (Case No. 08-17795) emerged from
bankruptcy reorganization in November 2010 with a plan to pay
creditors in full through distributions of new stock.

According to the report, the new bankruptcy was accompanied by a
proposed reorganization plan supported by secured lenders owed
about $38.5 million.  Total debt is $44.9 million, with assets
listed in a court filing as being valued at $4.7 million.
About $5.4 million is owing to unsecured creditors, according to a
court paper.

The plan calls for secured lenders Corp Real LLC and Laurus/Valens
Funds to swap about $44 million in debt for 90% of the new stock.
The lenders will also provide $5.6 million in new funds to support
the bankruptcy.  The new money is to be included in the debt swap.
The plan provides for paying unsecured creditors in full with some
of the new stock.  The percentage of stock going to unsecured
creditors isn't yet specified.

Biovest said it intends to exit bankruptcy by mid-2013.  The
company is developing BiovaxID, a personalized cancer vaccine for
some types of non-Hodgin's lymphoma.

Sales for the fiscal year ended in September totaled $3.9 million,
resulting in an $11.8 million operating loss.  The secured debt is
in default.


The Company, which develops therapeutic cancer vaccines in the
United States, is represented by Charles A. Postler of Stichter,
Riedel, Blain & Prosser, the report related.


BONDS.COM GROUP: Sells 20 Units to Trimarc for $2 Million
---------------------------------------------------------
Bonds.com Group, Inc., entered into a Unit Purchase Agreement with
Trimarc Capital Fund, L.P., pursuant to which, among other things,
the Company sold to Trimarc 20 units for an aggregate purchase
price of $2,000,000, with each unit consisting of (a) warrants to
purchase 1,428,571.429 shares of the Company's Common Stock, par
value $0.0001 per share, at an initial exercise price of $0.07 per
share, and (b) 100 shares of the Company's Series E-2 Convertible
Preferred Stock, par value $0.0001 per share.

The shares of Series E-2 Preferred included in the Units issued
pursuant to the Unit Purchase Agreement have an initial conversion
price of $0.07 per share and are initially convertible for an
aggregate of approximately 28,571,429 shares of the Company's
Common Stock, and the Common Stock Warrants included in the Units
issued pursuant to the Unit Purchase Agreement are initially
exercisable for an aggregate of approximately 28,571,429 shares of
the Company's Common Stock.

In connection with and as a condition to the transactions
contemplated by the Unit Purchase Agreement, on Feb. 28, 2013, the
Company, Trimarc, Daher Bonds Investment Company, Mida Holdings,
Oak Investment Partners XII, Limited Partnership, and GFINet Inc.
entered into an Amended and Restated Series E Stockholders'
Agreement.  The A&R Series E Stockholders' Agreement amends and
restates the Series E Stockholders' Agreement dated as of Dec. 5,
2011.

The A&R Series E Stockholders' Agreement amends the Series E
Stockholders' Agreement to provide, among other things that, so
long as Trimarc continues to own at least 25% of the shares of
Series E-2 Preferred acquired by it pursuant to the February 2013
Transaction, or 25% of the Common Stock issued upon the conversion
thereof, (i) the Company is required to nominate and use its
reasonable best efforts to cause to be elected and cause to remain
a director on the Board, and (ii) each party to the Series E
Stockholders' Agreement is required to vote all shares of voting
capital stock of the Company owned by it, so as to elect, and not
to vote to remove, one person designated by Trimarc.

On Feb. 28, 2013, the Company, DBIC, Mida, Oak and GFI entered
into the Amendment No. 1 to Second Amended and Restated
Registration Rights Agreement, which amends the Second Amended and
Restated Registration Rights Agreement dated as of Dec. 5, 2011.
The Registration Rights Amendment clarifies that the Series E-2
Preferred and the Common Stock Warrants issued in connection with
the February 2013 Transaction are securities covered under the
terms of the Registration Rights Agreement and the registration
rights.

Additionally, on Feb. 28, 2013, Trimarc joined as a party to the
Registration Rights Agreement, as amended by the Registration
Rights Amendment.

                  Trimarc Manager Elected to Board

The Board expanded the size of the Board and elected Michael Trica
as director to fill the vacancy created by that expansion.  Mr.
Trica was designated by Trimarc and elected to the Board pursuant
to the A&R Series E Stockholders' Agreement.

Michael Trica has served as portfolio manager of Trimarc since
April 2006.  He also is a Director of Oakum Bay Capital, LLC,
investment advisor to Trimarc.  From July 2008 to December 2011,
Mr. Trica served as a portfolio manager for KVO Capital
Management, LLC.  Prior to founding Trimarc, Mr. Trica managed
private portfolios from 1997 to 2006.  Mr. Trica received a BS in
Finance from the Wharton School at the University of Pennsylvania.

Additionally, on Feb. 28, 2013, the Company entered into an
Indemnification Agreement with Michael Trica.  The Indemnification
Agreement expands upon and clarifies certain procedural and other
matters with respect to the rights to indemnification and
advancement of expenses provided to directors of the Company
pursuant to applicable Delaware law and the Company's bylaws.  The
Indemnification Agreement is consistent with similar agreements
entered into with other directors of the Company.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $9.45 million in total
assets, $11.12 million in total liabilities and a $1.67 million
total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BOWLES SUB: Wells Fargo Has Plan Objections; Hearing March 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
convene a hearing March 22, 2013, at 9 a.m., to consider the
confirmation of Fenton Sub Parcel A, LLC, and Bowles Sub Parcel A,
LLC's Chapter 11 Plan.

The hearing was previously scheduled for Feb. 13 but was deferred
to March.

The plan is facing an objection by Wells Fargo Bank, N.A., as
trustee for the Registered Holders of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-LN2, by and through CWCapital Asset
Management LLC, solely in its capacity as special servicer.

Wells Fargo opposes confirmation of the Joint Plan of
Reorganization dated July 31, 2012 on these grounds:

   1. The Plan is not fair and equitable because the proposed
      interest rate does not meet the legal standard;

   2. The Debtors contend that the Plan is a 100% plan, however, a
      close reading of the Plan leads to a different conclusion --
      the Plan states that it will pay unsecured creditors "up to"
      full allowed amount of their claim; and

   3. The Plan is not fair and equitable because it modifies key
      loan provisions.

                             The Plan

As reported in the TCR on Oct. 11, 2012, the Joint Chapter 11 Plan
filed by the Debtors anticipates that all property of the estate
will be vested in the Reorganized Debtors.  Wells Fargo Bank,
N.A., a trustee for holders of $8.86 million in mortgage debt,
will be paid in full from the income generated by the operation of
the "Pool A Properties" or from the proceeds of the sale of the
properties.  Steven B. Hoyt's loan to the properties will be
treated as an unsecured claim.  Holders of unsecured claims
totaling $814,000 will receive up to 100% of their claims, with
interest, from distributions from excess cash generated by
postpetition operations and from the sale(s) or refinancing and
operations after the Lender is paid in full.  The owners will
retain their equity interests.

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

     http://bankrupt.com/misc/Bowles_Sub_DS_092812.pdf

                About StoneArch II/WCSE Entities

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

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

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

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

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

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


BRIER CREEK: Hires Grant Thornton as Accountants
------------------------------------------------
Brier Creek Corporate Center Associates Limited, et al., ask the
U.S. Bankruptcy Court for permission to employ Grant Thornton, LLP
as accountants.

The firm has agreed to provide various services, including:

  a. to prepare tax returns and financial statements as requested
     by Bankruptcy Counsel;

  b. to provide audit services for the Debtor; and,

  C. to perform such other accounting and consulting services as
     may be requested by Bankuptcy Counsel from time to time and
     in the interest of the Debtor.

Grant Thornton will be paid on an hourly basis, in addition to
reimbursement of actual and necessary expenses.  The firm's hourly
rates are:

         Professional         Rates
         ------------         -----
         Associate            $151
         Senior Associate     $190
         Manager              $248
         Senior Manager       $281
         Partner              $380

A. Randolph Smith, II, tax partner at Grant Thornton, attests that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited and eight other
related entities affiliates filed for Chapter 11 protection
(Bankr. E.D.N.C. Lead Case No. 12-01855) on March 9, 2012.  The
Debtors own real property located in Wake County, North Carolina
and Mecklenburg County, North Carolina.  In most instances, the
real property owned by the Debtors consists of land upon which is
constructed commercial or industrial buildings consisting of
office, service or retail space.

The other debtors are Brier Creek Office #4, LLC; Brier Creek
Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail
at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC;
Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5,
LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.

Brier Creek's other affiliated entities are Cary Creek Limited
Partnership; Shopton Ridge Business Park Limited Partnership; AAC
Retail Property Development and Acquisition Fund, LLC; American
Asset Corporation Companies Limited; and American Asset
Corporation. Cary Creek Limited Partnership filed a voluntary
petition on Jan. 3, 2013.  By order entered Jan. 10, 2013, the
bankruptcy case of Cary Creek Limited Partnership was consolidated
with the other debtors' cases and all of the cases are now being
jointly administered for procedural purposes only.


BRITISH AMERICAN: U.S. Court to Hear Suit Against Ex-Directors
--------------------------------------------------------------
Bankruptcy Judge Erik P. Kimball tossed out the request of
Lawrence Duprey and Vishnu Ramlogan to dismiss Count I of the
adversary complaint filed against them by British American
Insurance Company Limited, a Chapter 15 debtor.  The Court also
rejected the Defendants' request for the Court to abstain from
adjudicating Count I.

In Count I, British American Insurance Company Limited seeks
damages for breach of fiduciary duty against its former directors,
including the Defendants.  The Defendants argue that the claim
presented in Count I is a tort claim constituting intangible
property located outside the United States and that the Bankruptcy
Court is without jurisdiction to entertain such a claim in light
of the provisions of 11 U.S.C. Sec. 1521(a)(5).  The Defendants
argue that the Court also lacks subject matter jurisdiction as Mr.
Brian Glasgow, the foreign representative of BAICO in the nonmain
chapter 15 case, lacks standing to pursue Count I because he
represents only a branch of BAICO in Saint Vincent and the
Grenadines and not the entire entity. The Defendants argue that
permitting Mr. Glasgow to bring Count I under United States
bankruptcy jurisdiction would have unintended and unwelcome
consequences. In the alternative, the Defendants argue that the
Court should abstain from adjudicating Count I under the
permissive abstention provisions of 28 U.S.C. Sec. 1334(c)(1).

Judge Kimball, however, held that:

     -- there is "related to" jurisdiction over Count I of
        the complaint under 28 U.S.C. Sec. 1334(b);

     -- 11 U.S.C. Sec. 1521(a)(5) does not present a limitation
        on the Court's subject matter jurisdiction;

     -- 11 U.S.C. Sec. 1521(a)(5) limits the Court's in rem
        jurisdiction but such jurisdiction is not implicated in
        Count I; and

     -- 28 U.S.C. Sec. 1334(c)(1) does not permit the Court to
        abstain from hearing Count I on a permissive basis.

The lawsuit is styled as, BRITISH AMERICAN INSURANCE COMPANY
LIMITED, Plaintiff, v. ROBERT FULLERTON, BRIAN BRANKER, RAMCHAND
RAMNARINE, LAWRENCE DUPREY, VISHNU RAMLOGAN, SHIVA RAMBERRAN,
GREEN ISLAND HOLDINGS, LLC, and CHARLES PRATT, Defendants, Adv.
Proc. No. 11-03118 (Bankr. S.D. Fla.).  A copy of the Court's
Feb. 28, 2013 Memorandum Opinion is available at
http://is.gd/d9Bu30from Leagle.com.

                           About BAICO

British American Insurance Company is a Nassau, Bahamas-based
insurance and financial services company.  BAIC is owned by
Trinidad-based parent CL Financial.  BAIC listed debt of $500
million to $1 billion and assets of more than $100 million in its
Chapter 15 petition (Bankr. S.D. Fla. Case No. 09-3588).

By order entered Aug. 4, 2009, the Eastern Caribbean Supreme Court
in the High Court of Justice Saint Vincent and the Grenadines
appointed Brian Glasgow as Judicial Manager for BAICO under
Section 52 of the Insurance Act, No. 45 of 2003 of the Laws of
Saint Vincent and the Grenadines.


BUSINESS DEVELOPMENT: Sec. 341 Meeting Slated for March 20
----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Business Development
and Management Inc., on March 20, 2013, at 12:30 p.m.  The meeting
will be held at U.S. Federal Bldg., 280 S. First St. #268, San
Jose, California.

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

According to the notice of bankruptcy filing, creditors are
required to submit proofs of claim by June 18, 2013.  The deadline
to file a complaint to determine dischargeability of certain debts
is May 20, 2013.

Business Development and Management Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-50418) in San
Jose, California on Jan. 25, 2013.  Santa Clara, California-based
Business Development estimated assets of at least $10 million and
liabilities not exceeding $10 million.  The Debtor is represented
by The Law Office of Linda Voss, in San Mateo, California.


CAELUS RE 2013: S&P Assigns 'BB-' Rating to Issued Notes
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-(sf)' rating to the notes issued by Caelus Re 2013 Ltd.
(Caelus Re).  The notes cover losses from hurricanes, earthquakes,
and ensuing damage caused by related earth shake, fire following,
and sprinkler leakage on a per-occurrence basis.

The rating is based on the lower of the rating on the catastrophe
risk ('BB-'), the rating on the assets in the collateral account
('AAAm'), and the rating on Nationwide Mutual Insurance Co.
(A+/Stable/--).

At closing, the notes will cover a 90% share of losses between the
initial attachment point of $1.90 billion and the initial
exhaustion point of $2.20 billion.  The loss amount will be based
on the paid losses and loss reserves of Nationwide, as adjusted by
the related adjustment factors as applicable.  S&P expects
Nationwide to retain at least a 10% share of the ultimate net loss
from an event.

This is the third catastrophe bond sponsored by Nationwide.

RATINGS LIST
New Rating
Caelus Re 2013 Ltd. Notes                     BB-(sf)


CARL'S PATIO: Sale to Insiders Quickly Approved
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Carl's Patio Inc. received approval from the
bankruptcy court in Delaware on March 5 to sell the business for
$4.15 million to two former insiders affiliated with Weinberg
Capital Group from Cleveland.  The creditors' committee objected
to the sale, contending it was being held too quickly.

                        About Carl's Patio

Founded in 1993, Carl's Patio sells upscale outdoor furniture and
accessories in 10 retail locations in South Florida.  The company
leases all its locations and does not own any real property.

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

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

Secured lender Fifth Third Bank, owed $5.25 million, has provided
financing for the bankruptcy.


CARL'S PATIO: BGA Management Approved as Financial Advisor
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Carl's Patio, Inc., et al., to employ BGA Management, LLC, doing
business as Alliance Management, as financial advisor.

Prepetition, Alliance assisted the Debtors with preparation of a
confidential information memorandum for delivery to potential
purchasers, contacted potential interested bidders and provided
due diligence support for interested parties.

During the pendency of the Chapter 11 cases, Alliance has agreed
to, among other things, continue to asses and evaluate the
Debtors' financial condition, and assist with the sale and
liquidation of the assets.

Alliance will bill its time for services rendered at these hourly
rates:

     Professionals                            Rate
     -------------                            ----
     Michael Knight                           $450
     Alex G. Smith, Chris Tomas,
       and James Cullen                       $375
     Brock Kline and Justin Pugh              $275
     Deb Cramer                               $175

In addition to the fees, Alliance will be reimbursed for all
reasonable business and travel expenses including charges for
telephone, postage, fax and copying associated with Alliance's
work.

The Debtors paid Alliance a $25,000 prepetition retainer, which it
applied to its fees and expenses in the ordinary course of
business.

                        About Carl's Patio

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

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

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


CASH STORE: Coliseum Capital Holds 16% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Coliseum Capital Management, LLC, and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 2,804,578 common shares of The Cash Store Financial Services
Inc. representing 16% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/bZ7npt

                    About Cash Store Financial

Cash Store Financial is the only lender and broker of short-term
advances and provider of other financial services in Canada that
is listed on the Toronto Stock Exchange (TSX: CSF).  Cash Store
Financial also trades on the New York Stock Exchange (NYSE: CSFS).
Cash Store Financial operates 512 branches across Canada under the
banners "Cash Store Financial" and "Instaloans".  Cash Store
Financial also operates 25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

The Company's balance sheet at Dec. 31, 2012, showed C$207.69
million in total assets, C$169.93 million in total liabilities and
C$37.76 million in shareholders' equity.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believe that the registrar's
proposal could lead to similar actions in other territories.


CATALYST PAPER: Incurs $35.2 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
Catalyst Paper said results in the fourth quarter were negatively
impacted by lower sales volumes, higher maintenance spending and a
stronger Canadian dollar.

The company posted a net loss of $35.2 million for the quarter
ended Dec. 31, 2012, in contrast to net earnings of $655.7 million
in the third quarter, when the one-time gains realized on
emergence from creditor protection were booked.  The results in
the fourth quarter were negatively impacted by lower sales
volumes, higher maintenance spending and a stronger Canadian
dollar.

"We saw lower prices for coated and newsprint and weaker demand
across our paper product lines in 2012.  However, capacity
reductions helped mitigate the demand impacts," said Catalyst
President and CEO Kevin J. Clarke.  "Pulp prices took a hit as
markets weakened in China due to overstocked inventories.  These
sorts of challenges aren't going away, but with a better cost
structure across all product segments, and continued market share
momentum, we're better positioned to take them on."

Net earnings of $583.2 million for 2012 were heavily impacted by
one-time non-cash restructuring credits and fair value accounting
adjustments.  This compared with a $974.0 million net loss in 2011
which was driven largely by asset impairment charges.

Catalyst entered creditor protection on Jan. 31, 2012, and exited
on September 13, having achieved a US$390.4 million or 60%
reduction in its debt, savings in annual interest expense of
US$33.9 million, and a range of other cost reductions.  The
restructuring included the permanent closure of its Snowflake mill
at the end of the third quarter. Results from this discontinued
operation are excluded from those being reported, with comparative
periods having been restated accordingly.

Total liquidity stood at $97.9 million at the end of 2012,
compared to $96.7 million a year earlier.

Catalyst issued 14,400,000 new common shares to holders of its
now-cancelled 2016 Notes upon its exit from creditor protection in
September.  A further 127,571 common shares were issued in
December to unsecured creditors who elected this option in lieu of
participating in the proceeds pool from specified asset sales.  On
Jan. 7, 2013, Catalyst's new common shares were listed on the
Toronto Stock Exchange under the symbol "CYT".

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

                        http://is.gd/x5r5ER

                       About Catalyst Paper

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

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

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

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

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

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

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

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

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


CENTENNIAL BEVERAGE: Hires Hank Dickerson as Real Estate Broker
---------------------------------------------------------------
Centennial Beverage Group LLC asks the U.S. Bankruptcy Court for
permission to employ Hank Dickerson & Company as lease and real
estate broker in connection with various store locations being
sold by the Debtor and a warehouse location.

Pursuant to the Debtors' motion to sell 13 store locations, Cheers
Spirits and Liquor, LLC, intends to accept an assignment of lease,
or to lease or sublease certain of the of the properties upon
which the Debtor is currently operating stores, or has in the past
operated stores.  The Debtor has entered into agreement with Hank
Dickerson to serve as lease broker in connection with any lease
transactions entered in connection with the sale.

In addition, JWV Associates, Ltd., an entity in which the Debtor
owns a 99% interest, owns a warehouse space in Arlington, Texas.
The Debtor has been leasing the property but no longer requires
the use of the property.  JWV has decided to sell the property.

JWV and the Debtor have entered into agreement with Hank Dickerson
in connection with any sale of certain of the Debtor's properties,
including the warehouse property.

Hank Dickerson will be paid pursuant to Sec. 328 of the Bankruptcy
Code.  Upon full execution of a lease, lease assignment, or
sublease and the placement of $50,000 and each individual store's
first month's rent into escrow, as well as the receipt by Cheers
of a TABC license for each individual store, the Debtor will pay
Hank Dickerson $25,000 per store.  Hank Dickerson will be
responsible for all costs and expenses related to consummating the
lease transactions.  Upon the consummation of the sale of the
Warehouse Property and any of the properties listed therein, Hank
Dickerson will be paid 5% of the gross sales price of such sale.

John F. Dickerson attests that Hank Dickerson is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.

The 75-year-old-company once had 70 stores throughout Texas. They
are now concentrated in the Dallas-Fort Worth area.  Sales for the
year ended in November were $158 million. Year-over-year, revenue
was down 50%, according to a court filing.

In its schedules, the Debtors disclosed $24,053,049 in assets and
$48,451,881 in liabilities as of the Petition Date.

Robert Dew Albergotti, Esq., at Haynes And Boone, LLP, in Dallas,
serves as counsel.


CENTER PLAZA: Kokolis Fails in Bid to Dismiss Wells Fargo Suit
--------------------------------------------------------------
Stella Kokolis, et al., failed to convince a New York district
court to dismiss, or abstain from hearing, an action captioned as
WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Trustee for the
Registered Holders of LSTAR COMMERCIAL MORTGAGE TRUST 2011-1,
COMMERCIAL MORTGAGE PASS-THROUGH: CERTIFICATE, SERIES 2011-1,
Acting Through Its Special Servicer, HUDSON AMERICAS, LLC,
Plaintiff, v. STELLA KOKOLIS, Individually and as Executrix of the
ESTATE OF PETER KOKOLIS, SPYRO KOKOLIS and RONALD KOKOLIS,
Defendants, Case No. 12-cv-2433 (DLI) (JO) (E.D.N.Y.)

Initiated on May 15, 2013, the Wells Fargo action seeks to enforce
a guaranty agreement entered into by Peter Kokolis, deceased, in
relation to a $1.08 million loan Center Plaza LLC obtained from
Citibank FSB in 2006.  The Promissory Note on the Loan and the
Guaranty were subsequently assigned to Wells Fargo, et al.  The
Plaintiff alleged that the defendants are liable for the
outstanding balance on the Loan pursuant to the Guaranty.

In July 2011, Center Plaza defaulted on the Loan.  On Dec. 15,
2011, the Plaintiff filed an action in Florida state court seeking
to foreclose the property.  The Florida Action was stayed when
Center Plaza filed for bankruptcy protection in the U.S. District
Court for the Middle District of Florida on Feb. 21, 2012.  The
bankruptcy petition was subsequently dismissed in August 2011 and
the stay on the Florida Action was lifted.

In its March 1, 2013 decision, Judge Dora Irizarry opined that New
York Estates, Powers and Trust Law Sec. 12-1.11 does not bar the
Wells Fargo action and the Plaintiff need not show that it has
foreclosed on the Florida Property and could not satisfy the Loan
through the foreclosure before bringing an action against
Defendants to collect on the Guaranty.

"It would be imprudent," Judge Irizarry added, "to abstain here
because Plaintiff potentially would be deprived of the benefit of
its bargain in obtaining the Guaranty for additional security for
the loan."

A copy of Judge Irizarry's March 1, 2013 Memorandum and Order is
available at http://is.gd/i2XCiWfrom Leagle.com.


CHI OVERHEAD: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B'
corporate credit rating to Arthur, Ill.-based C.H.I. Overhead
Doors Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B' issue rating to CHI's
proposed senior secured first-lien credit facilities (the same as
the corporate credit rating) with a '4' recovery rating, which
indicates S&P's expectation for average (30% to 50%) recovery in
the event of a payment default.

"The rating reflects Standard & Poor's Ratings Services
expectation that following the proposed refinancing of its
existing debt and the return of capital to shareholders, leverage
is likely to decline to 5x or below over the next several quarters
resulting in our 'aggressive' financial risk profile assessment,"
said Standard & Poor's credit analyst Tobias Crabtree.  In
addition, the rating incorporates S&P's view of CHI's liquidity
position as "adequate", and that its expected covenant cushion
will be at least 20% over this time period.  The rating and
outlook also reflects S&P's view of its "vulnerable" business
profile which results from the company's small market share
relative to its competitors and its single manufacturing facility,
despite the company's good profitability and high variable cost
structure.

CHI is the fourth largest manufacturer of residential sectional,
commercial sectional, and rolling steel doors in the U.S.  The
company builds all products to order and delivers directly to its
customers.  The company files private financial statements.

The stable rating outlook reflects S&P's expectation that CHI's
operating results will modestly improve from its recent levels
given modest increases in repair and remodeling spending.  As a
result, S&P expects CHI to continue to generate positive free cash
flow, further reduce indebtedness, and improve leverage to 5x or
lower by the end of 2013, a level S&P considers in-line with the
current rating.  S&P's operating assumptions include modest sales
growth and stable EBITDA margins.  The outlook also incorporates
S&P's view that the company's liquidity, primarily from funds from
operations and availability on its revolving credit facility, will
remain adequate and that its covenant cushion will be at least 20%
over this time period.

S&P might downgrade the company if weaker-than-expected operating
performance results in reduced free cash flow generation, minimal
debt repayment, and covenant cushion falling below 10%.  EBITDA
would have to decline more than 15% from S&P's projected 2013
level, which would likely result in leverage of about 6x and FFO
to debt sustained below 10%.  In addition, S&P could lower the
ratings if the company were to pursue a more aggressive financial
policy with regards to returns of capital to its controlling
shareholders.

At this time, an upgrade seems less likely given the company's
vulnerable business profile which is a result of its small market
share relative to competitors and single manufacturing facility,
despite its good profitability and highly variable cost structure.


CHINA EXECUTIVE: Merger with BETC Took Effect March 6
-----------------------------------------------------
The merger of Beyond Extreme Training Corp. with and into China
Executive Education Corp. pursuant to Section 92A.180(2) of Nevada
Revised Statute became effective on March 6, 2013.

CEEC is the corporation surviving the merger, and as a result of
the merger is now a privately held wholly-owned subsidiary of the
rollover shareholders Kaien Liang, Pokai Hsu, Tingyuan Chen, Yen
Chen Chi, Huang-Jen Chou, ChiaYeh Lin, China Berkshire Surpass
Buffett Co., Ltd., and Zhicheng Zheng.

CEEC filed a final amendment to thetTransaction Statement on
Schedule 13E-3 filed by the Rollover Shareholders, CEEC, and CTEC
on Oct. 16, 2012, as amended.

Pursuant to the terms of the merger, each outstanding share of
common stock will be cancelled and converted into the right to
receive $0.324 per share in cash, without interest.

A copy of the Amended Schedule 13E-3 is available at:

                        http://is.gd/Jyc4VB

In a separate regulatory filing, CEEC filed a Form 15 with the SEC
to voluntarily terminate the registration of its common stock and
suspend its duty to file reports under Sections 13 and 15(d) of
the Securities Exchange Act of 1934.  As of March 6, 2013, there
was only one holder of the common shares.

                       About China Executive

Hangzhou, China-based China Executive Education Corp. is an
executive education company with operations in Hangzhou and
Shanghai, China.  It operates comprehensive business training
programs that are designed to fit the needs of Chinese
entrepreneurs and to improve their leadership, management and
marketing skills, as well as bottom-line results.

Albert Wong & Co, in Hong Kong, China, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has accumulated deficits as at Dec. 31, 2011, of $17,466,892
including net losses of $5,478,202 for the year ended Dec. 31,
2011, which raised substantial doubt about the Company's ability
to continue as a going concern.

The Company reported a net loss of US$5.47 million in 2011,
compared with a net loss of US$8.54 million in 2010.  China
Executive's balance sheet at Sept. 30, 2012, showed US$9.01
million in total assets, US$28.20 million in total liabilities and
a US$19.18 million total stockholders' deficiency.


CHEROKEE SIMEON: AstraZeneca Unit Wants Ch. 11 Nixed Due to Cost
----------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that an AstraZeneca PLC
affiliate that owns a contaminated chemical manufacturing site
near San Francisco asked a Delaware bankruptcy judge Friday to
dismiss its Chapter 11 case, saying it can no longer afford to
continue the process.

The report related that the emergency motion filed by Cherokee
Simeon Venture I LLC, which purchased the property from Zeneca
Inc., comes just days before the court was scheduled to hear a
motion from CSV's secured creditor seeking to toss the case as a
bad-faith filing.

                    About Cherokee Simeon

Cherokee Simeon Venture, I, LLC, is an AstraZeneca Plc affiliate
that owns a contaminated former acid-factory site in Richmond,
California.  Cherokee Simeon sought Chapter 11 protection (Bankr.
D. Del. Case No. 12-12913) on Oct. 23, 2012.  Cherokee Simeon
disclosed $33,600,000 in assets and $17,954,851 in debts in its
schedules.  Rafael Xavier Zahralddin-Aravena, Esq., at Elliott
Greenleaf represents the Debtor.


CHRISTOPHER FRANK PAXOS: Court Rejects Motion to Quash Summons
--------------------------------------------------------------
In the case, is, SPIRIT SPE PORTFOLIO 2007-1 LLC, Plaintiff, v.
CHRISTOPHER PAXOS, Defendant, Adv. Proc. No. 12-6112 (Bankr. N.D.
Ohio), Bankruptcy Judge Russ Kendig denied the Defendant's motion
to quash summons and complaint.  Christopher Frank Paxos filed for
Chapter 11 bankruptcy (Bankr. N.D. Ohio Case No. 12-61280) May 4,
2012.  The The Plaintiff filed a complaint on Aug. 13, 2012
seeking a determination of nondischargeability under 11 U.S.C.
Sec. 523(a)(2)(A), (B) and (a)(4).  A copy of the Court's March 6,
2013 Memorandum of Opinion is available at http://is.gd/rmOp5B
from Leagle.com.


CHURCH STEET: Court Approves Reorganization Plan
------------------------------------------------
The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee (Nashville Division) confirmed the
second amended joint plan of reorganization proposed by Church
Street Health Management, LLC, n/k/a CS DIP, LLC, and its debtor
affiliates and the Official Committee of Unsecured Creditors
appointed in the Chapter 11 cases.

Pursuant to the Plan, as of the Effective Date, all property of
the Debtors' estates will vest in each of the Post-Confirmation
Debtors and the Initial Trust Assets will be transferred to the
Liquidating Trust.  Before the confirmation hearing, the Plan was
amended to resolve potential objections to confirmation of
National Union Fire Insurance Company of Pittsburgh, Pa., and
Continental Casualty Company.  The Court also overruled the
objection filed by CSHM LLC after finding it to be without merit.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recopunts that the Debtor, now called CS DIP LLC, sold the
business to first-lien lenders in exchange for $25 million in
debt.  Unsecured creditors were told they would recover less than
1 percent on their claims.  The plan creates a structure for
former patients to recover from insurance coverage should there be
a settlement in class-action lawsuits.  The provider of
malpractice insurance is denying responsibility for covering the
claims.

                       About Church Street

Church Street Health Management, LLC, which provided management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee, on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.

Church Street Health Management LLC changed its name as a result
of the sale of the business to existing first-lien lenders in
exchange for $25 million in debt.  The new name for the company in
Chapter 11 is CS DIP LLC.

The U.S. Trustee for Region 8 removed two creditors from the
Official Unsecured Creditors Committee.  Through the sale of
assets approved by the Court, these two members no longer have
debts against the Debtors.  The Committee tapped Gilbert LLP as
special insurance and mass tort counsel.


CLAIRE'S STORES: Plans to Offer $210 Million of Sr. Secured Notes
-----------------------------------------------------------------
Claire's Stores, Inc., intends to offer $210 million aggregate
principal amount of senior secured first lien notes due 2020.

The Company intends to use the net proceeds of the offering,
together with cash on hand, to purchase up to $210 million
aggregate principal amount of its 9.25% senior notes due 2015 and
its 9.625%/10.375% senior toggle notes due 2015 pursuant to an
Offer to Purchase dated March 1, 2013 or a subsequent redemption.

The notes are being offered only to "qualified institutional
buyers" in reliance on Rule 144A under the Securities Act of 1933,
as amended, and outside the United States only to non-U.S. persons
in reliance on Regulation S under the Securities Act.  The notes
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.

                      About Claire's Stores

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

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

                           *     *     *

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

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


CLAIRE'S STORES: Moody's Rates New $210MM First Lien Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service rated Claire's Stores, Inc.'s proposed
$210 million senior secured first lien notes due 2020 B2. At the
same time, Moody's affirmed Claire's Corporate Family Rating at
Caa1, its Probability of Default Rating at Caa1-PD, and its
Speculative Grade Liquidity rating at SGL-2. The rating outlook
remains stable.

The proceeds of the $210 million proposed senior unsecured notes
will be used to fund the tender offer of a portion of Claire's
$522 million senior unsecured notes due 2015. In the event that
less than $210 million of senior notes is tendered, Claire's
intends to redeem up to $210 million in notes on or after June 1,
2013. Moody's views this refinancing as a credit positive event as
it extends the maturity of $210 million in debt to 2019 from 2015
and will result in lower interest expense.

The following rating is assigned subject to review and receipt of
final documentation:

$210 million senior secured first lien notes due 2020 at B2 (LGD
3, 32%)

The following ratings are affirmed and LGD point estimates
changed:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

$115 million revolving credit facility at B2 (LGD 3, to 32% from
29%)

$1,125 million senior secured first lien notes due 2019 at B2 (LGD
3, to 32% from 29%)

$450 million senior secured second lien notes due 2019 at Caa2
(LGD 4, to 64% from 62%)

Senior unsecured notes due 2015 at Caa2 (LGD 4, to 64% from 62%)

Senior subordinated notes due 2017 at Caa3 (LGD 6, 94%)

Speculative Grade Liquidity rating at SGL-2

Ratings Rationale:

Claire's Caa1 Corporate Family Rating reflects its very high
leverage and weak interest coverage. Moody's estimates Claire's
debt to EBITDA was 7.9 times for the twelve months ended February
2, 2013, and interest coverage pro forma for the refinancing is
1.1 times. Moody's also expects credit metrics will remain weak
and at levels consistent with a Caa1 rating over the next twelve
months given Claire's substantial level of debt (nearly $2.4
billion) relative to its earnings, along with Moody's expectation
that the European economic environment will remain challenging
over the next year. Close to 40% of Claire's sales are in Europe.

The Caa1 also considers that Claire's is still facing about $312
million of senior notes maturing in 2015. Claire's $115 million
revolving credit facility expiring in September 2017 has a
springing maturity to April 1, 2015, if the company's senior
unsecured notes are not refinanced or repaid by March 31, 2015.

Favorable rating consideration is given to Claire's value
positioned price points, international geographic presence, well
known brand name, and high margins relative to its specialty
peers. Also considered is Claire's good liquidity profile as
indicated by its SGL-2 Speculative Grade Liquidity rating.

The stable outlook incorporates Moody's expectation that Claire's
earnings will improve modestly, but not enough to meaningfully
improve its credit metrics.

A higher rating would require Claire's operating performance to
improve or absolute debt levels to fall such that the company can
achieve and maintain EBITA to interest expense above 1.25 times
and debt to EBITDA below 7.5 times.

Ratings could be downgraded if Claire's operating performance,
liquidity, and/or interest coverage deteriorate, or if the
company's probability of default were to increase for any reason.

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.

Claire's Stores, Inc., headquartered in Hoffman Estates, IL, is a
specialty retailer of value-priced jewelry and fashion accessories
for pre-teens and young adults. It operates 3,085 stores and
franchises 392 stores in North America, Europe, the Middle East,
Central America, South America, and Asia. Revenues are about $1.6
billion.


CLAIRE'S STORES: S&P Rates $210-Mil. Senior Secured Notes 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to Claire's Stores Inc.'s $210 million senior secured
first-lien notes.  S&P also assigned a recovery rating of '3'.
Concurrently, S&P lowered the issue-level rating on the company's
revolving credit facility due 2017 and first-lien notes due 2019
to 'B-' from 'B' and revised the recovery rating to '3',
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of default, from '2'.  The downgrade of the revolving
credit facility and first-lien notes reflects the increase in
first-lien debt used to repay lower ranking debt.

At the same time, S&P is affirming all other ratings on the
company, including its 'B-' corporate credit rating.  The outlook
is stable.  According to the company, Claire's Stores will use the
proceeds of the first-lien note issuance to pay for the tender
offer of its senior notes due 2015 and senior toggle notes due
2015.

The stable outlook reflects S&P's view that performance will trend
up slightly over the next 12 months, with modestly positive
revenues and margin gains.  S&P believes that credit protection
measures are unlikely to change meaningfully from current levels
and that the company will remain highly leveraged with thin cash
flow protection measures.  The outlook incorporates S&P's
expectation that liquidity will remain adequate over the next 12
months, and the company will continue refinancing upcoming debt
maturities.

"Given the company's highly leveraged capital structure and thin
interest coverage, an upgrade is not a near-term consideration.
We would predicate any upward ratings movement on EBITDA growth
greater than 35% of our expectation, which would result in
leverage less than 6x and interest coverage modestly more than
2x," said Standard & Poor's credit analyst David Kuntz.

S&P could consider downgrading the company if its performance and
liquidity position were to deteriorate to such an extent that S&P
concludes that cash on hand is insufficient to cover operational
shortfalls. This could result from a substantial erosion of
performance, with EBITDA more than 25% less than S&P's
expectations.  At that time, interest coverage would be modestly
less than 1x.


CUI GLOBAL: Intends to Acquire Orbital-UK for GBP17 Million
-----------------------------------------------------------
CUI Global, Inc., has signed a Shareholder Purchase Agreement to
acquire 100% of the capital stock of Orbital Gas Systems Limited,
a United Kingdom-based provider of natural gas infra-structure and
advanced technology, including metering, odorization, remote
telemetry units and a diverse range of personalized gas
engineering solutions to the gas utilities, power generation,
emissions, manufacturing and automotive industries.

Effective upon completion of the acquisition, Orbital-UK will
become a wholly owned subsidiary of CUI Global.  Andrew Ridge will
continue as the managing director of Orbital-UK.  William Clough
will remain as president and CEO of CUI Global, and assume the
role of CEO of Orbital-UK.  CUI Global does not expect any
organizational changes to Orbital-UK's operations in the United
Kingdom or elsewhere.

"We believe the acquisition offers significant synergies for
revenue growth.  Orbital-UK's internationally recognized expertise
in the natural gas industry, including bringing together the
patented VE-technology with the Vergence(R) device from CUI Global
offer natural gas operators/users a comprehensive solution set for
the next generation of energy metering systems," stated William
Clough, CUI Global's president & CEO.

While the Vergence Technology allows the natural gas operator to
quickly and accurately obtain Calorific Value (CV), Wobbe Index
(WI), Relative Density (RD), and Compression Factor (Z) in less
than three seconds; that analysis takes place after an 8 to 10
minute delay in capturing the natural gas sample from the
pipeline.  The patented VE-Probe, on the other hand, allows the
sample to be obtained from the pipeline in less than two seconds.

Combining the two technologies, allows for a packaged device that
provides the natural gas operator/user a complete energy analysis
(from sample to results) in less than five (5) seconds - a process
that now takes from 12 to as much as 40 minutes - giving the
operator the ability to obtain almost "real-time" results simply
unavailable from any other current technologies.

In addition, Orbital-UK's in-house engineering capabilities,
manufacturing relationships, and R&D infrastructure are expected
to accelerate the adoption of the Vergence device, while allowing
the company to control all calibration, packaging, delivery,
engineering support and more within the Orbital-UK facilities;
thus allowing CUI Global to capture an even larger percentage of
operating margins from the final, packaged device.  Anticipated
cost synergies include leveraging existing sales and distribution
infrastructure for cross-selling opportunities.

The acquisition will also immediately add significant revenues and
earnings to CUI Global.  The SPA calls for purchase of all of the
outstanding shares in Orbital-UK and its subsidiary for a gross
purchase price of GBP17 million.  The transaction is expected to
close by April 30, 2013, subject to customary closing conditions,
including regulatory approval.  The purchase is to be funded in
part by a future equity offering and available cash resources.

Orbital-UK's unaudited historical results for calendar year 2012
show that it produced net income of approximately $3.1 million on
gross revenues in excess of $23 million.  An unaudited pro forma
condensed combined statement of operations for FY 2012 results in
net earnings of $511,399 or $0.03 earnings per share on gross
revenues of more than $63.9 million.

With Orbital-UK's capabilities, reputation, and extensive contacts
throughout the natural gas industry, this acquisition allows CUI
Global to speed up and enhance the development and adoption of its
proprietary Vergence Technology.  In addition, Orbital-UK will be
working to rapidly bring its natural gas product line to a broader
international market using CUI Global's market partners and global
distribution capabilities.

"This transaction effectively positions CUI Global for even more
accelerated growth," explained Clough.  "Orbital-UK's talent base
of technical employees and their world-class engineering and
support team, not to mention their sterling reputation within the
natural gas industry, will enable us to speed market adoption of
our Vergence GasPT2 device; while CUI Global's established network
of global distributors will allow Orbital-UK to market its broad
portfolio of natural gas products to a much larger audience."

"This is a very significant company milestone for Orbital,"
explained Orbital-UK's managing director, Andy Ridge.  "With the
combination of these two companies we will now be able to expand
our programs and services for our existing customer base, as well
as pursue growth opportunities across a much broader market.  As
part of a global entity, we expect enhanced visibility in the
market and heightened awareness for our company offerings.
Further, the addition of the Vergence GasPT2 technology to our
current product line is expected to increase our ability to
penetrate new markets and thereby grow our core business."

Since it was formed in 1984, Orbital-UK has focused its attention
on providing superior customer service, advanced technology
solutions and a dedication to product quality unequaled in the
natural gas industry.  Orbital-UK's customers, including National
Grid (the national gas transmission company for the UK), all of
the UK's Gas distribution networks, and others such as Jaguar
Motor Cars, BMW, and more, have come to rely on its team of
talented and knowledgeable employees for crucial engineering
support and specialized knowledge.  Its value-added services and
innovative products reduce the time it takes to identify, design
and begin cost effective delivery of new technology to the natural
gas and other industries.

"The acquisition of Orbital-UK, with the associated increase in
revenues and earnings, and the dramatic increase in our ability to
penetrate the natural gas market, while capturing even more
operational margin, all combine to further our strategy of making
opportunistic, synergistic acquisitions of either technology,
personnel, or companies that will increase our growth and,
thereby, enhance our shareholder value - this transaction
certainly encapsulates all of those positive elements," Clough
concluded.

A copy of the Share Purchase Agreement is available at:

                        http://is.gd/CzqXMf

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.

The Company's balance sheet at Sept. 30, 2012, showed
$36.61 million in total assets, $11.79 million in total
liabilities and $24.82 million in total stockholders' equity.


CUI GLOBAL: Offering 7 Million Common Shares
--------------------------------------------
CUI Global, Inc., filed a Form S-1 registration statement with the
U.S. Securities and Exchange Commission relating to the offering
of 7,000,000 shares of the Company's common stock at a public
offering price of $[   ] per share.  The Company's common stock is
currently quoted on the NASDAQ Capital Market tier of The NASDAQ
Stock Market under the symbol "CUI".  On Feb. 27, 2013, the last
reported sale price of the Company's common stock on the NASDAQ
Capital Market was $5.51 per share.  A copy of the prospectus is
available for free at http://is.gd/DMiR07

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.

The Company's balance sheet at Sept. 30, 2012, showed
$36.61 million in total assets, $11.79 million in total
liabilities and $24.82 million in total stockholders' equity.


DAVE & BUSTER'S: Moody's Upgrades Rating on Senior Notes to 'B3'
----------------------------------------------------------------
Moody's Investors Service changed Dave & Buster's Inc.'s ratings
outlook to positive from stable and upgraded the senior unsecured
notes rating to B3 from Caa1. Moody's also affirmed the company's
B3 corporate family rating, B3-PD probability of default rating,
and the Ba3 ratings on the senior secured credit facilities.

The outlook revision reflects Dave & Buster's solid operating
performance in recent periods characterized by positive comparable
store revenues and expanding operating margins that has
contributed to improvements in its credit profile. Debt to EBITDA
should decline to the low 5.0 times range for fiscal 2012 from 6.0
times in fiscal 2011 (Moody's adjusted). The outlook also reflects
Moody's expectation that the company will sustain positive
comparable store revenues such that leverage further improves.

Ratings affirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$50 million senior secured revolving credit facility due 2015 at
Ba3 (LGD2, 12%)

$148 million senior secured term loan due 2016 at Ba3 (LGD2, 12%)

Rating upgraded:

$200 million senior unsecured notes due 2018 to B3 (LGD4, 58%)
from Caa1 (LGD4, 58%)

Ratings Rationale:

Dave & Buster's B3 corporate family rating reflects Moody's
expectation that leverage will decline to or below 5.0 times and
EBITA to interest will exceed 1.0 times over the next 12 to 18
months. The rating also considers the highly capital intensive
nature of the Dave & Buster's business model that constrains free
cash flow generation, exposure to trends in discretionary consumer
spending, and the company's somewhat limited scale and scope. The
rating also considers past aggressive financial policy, including
a dividend recapitalization in 2011.

Notwithstanding these concerns, the rating captures Dave &
Buster's leading position in the niche combined food &
entertainment industry, strong brand recognition, diverse
geographic footprint, and the resilience of its operating
performance during the downturn. The rating also derives support
from the company's expanding EBITDA margins and solid comparables
store revenues in recent periods.

Moody's could upgrade the ratings if Dave & Buster sustains
positive comparable store revenues and grows EBITDA such that
leverage is sustained below 5.0 times and EBITA to interest
exceeds 1.0 times. The upgrade is also dependent on capital
spending being within Moody's expectation.

Moody's could revise the ratings outlook to stable if EBITDA
growth stalls. Moody's could downgrade the ratings if comparable
store revenues turn negative, operating margins weaken such that
debt to EBITDA increases well above 6.0 times and EBITA to
interest falls below 1.0 times. Greater than anticipated capital
spending could also pressure the ratings. Debt financed dividends
or a material weakening of the company's liquidity profile could
also result in a ratings downgrade.

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

Headquartered in Dallas, Texas, Dave & Buster's, Inc. is a leading
operator of large format, high volume specialty restaurant-
entertainment complexes. The company operates under the names Dave
& Buster's and Dave & Buster's Grand Sports Caf‚, and owns
approximately 61 stores in the United States, including one
franchises in Canada. Revenues for the last twelve months ended
October 28, 2012 were approximately $586 million. The company is
primarily owned by affiliates of Oak Hill Capital Partners.


DAVID T. HALES: Plan Confirmation Hearing Continued to April 11
---------------------------------------------------------------
In the Chapter 11 case of David T. Hales and Wendy H. Hales,
Bankruptcy Judge William T. Thurman ruled that based on the
representations of counsel and the Court's review of the record,
all requirements for confirmation of the Debtors' chapter 11 plan
have not been met.  The Court will continue the confirmation
hearing to April 11, 2013 at 11:30 a.m.  The Debtors are directed
to submit a Report of Class Ballot Voting by April 9.

A hearing on contested valuation of real property and confirmation
of the Debtors' Chapter 11 plan was held Feb. 22.  David Troy
Hales; John Bagley, Esq., attorney for the Debtors; Mark
Middlemas, Esq., attorney for HSBC Bank; and Peter Kuhn, Esq.,
attorney for the US Trustee, appeared.

At the hearing, the Court resolved the dispute concerning the
correct date of valuation for the Vernal real property as a motion
for partial summary judgment.  The Court ruled that the proper
date of valuation is the effective date of the plan.  The Court
will issue additional written findings memorializing its decision.

The Parties also have stipulated to the value of allowed secured
claims 4, 6, 8, and 10 at $210,000 per claim.  Claims 4, 6, 8, and
10 are the sole claims consisting of Class 6 of the Debtors' Plan
and based on the stipulation of value, the Debtors orally modified
the Plan to pay Class 6 claims in the stipulated amount of the
value of the collateral at 4% interest from the effective date of
the plan.  Payment of each claim will be at a fixed monthly
payment of $1,000 until paid in full.

A copy of the Court's March 6, 2013 Order is available at
http://is.gd/xKDewwfrom Leagle.com.

David T. Hales and Wendy H. Hales filed a joint Chapter 11
petition (Bankr. D. Utah Case No. 11-20884) on Jan. 25, 2011.


DEMCO INC: Sec. 341 Meeting Adjourned to April 17
-------------------------------------------------
The meeting of creditors pursuant to 11 U.S.C. 341(a) in the
Chapter 11 case of Demco, Inc., aka Decommissioning &
Environmental Management Company, has been adjourned to April 17,
2013, at 1:00 p.m.  The meeting will be held at Buffalo UST -
Olympic Towers.

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

                         About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represent the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.  The petition was signed
by Michael J. Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.


DEWEY & LEBOEUF: Ex-Partners Make Case to Keep 2011 Bonuses
-----------------------------------------------------------
Helen Christophi of BankruptcyLaw360 reported that six former
Dewey & LeBoeuf LLP attorneys urged a New York bankruptcy court
Thursday to reject Dewey's objection to their 2011 bonus pay,
saying they had submitted substantial evidence that the firm
promised them the bonuses and that its objection couldn't pass
muster.

The report related that the objection was filed in a response to
Dewey's "books and records" objection to their claims for bonus
pay for work performed in 2011.  The attorneys are Jason Behrens,
Geoffrey Butler, Lauren Cook, Lauren King, Sophie Melniker and
David C. Miller, 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.


DEX MEDIA EAST: Bank Debt Trades at 29% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media
East LLC is a borrower traded in the secondary market at 71.17
cents-on-the-dollar during the week ended Friday, March 8, 2013, a
drop of 0.25 percentage points from the previous week according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014.  The loan is one of the biggest gainers and losers for
the week ended March 8, among 239 widely quoted syndicated loans
with five or more bids in secondary trading.

              About R.H. Donnelley & Dex Media East

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 24% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 75.63 cents-on-
the-dollar during the week ended Friday, March 8, 2013, a drop of
0.47 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014, and carries Moody's Caa3 rating.  The loan is one of the
biggest gainers and losers for the week ended March 8, among 239
widely quoted syndicated loans with five or more bids in secondary
trading.

              About R.H. Donnelley & Dex Media East

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

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

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


DOWLING COLLEGE: Moody's Confirms Caa1 Rating on Two Bond Issues
----------------------------------------------------------------
Moody's Investors Service confirmed the Caa1 rating on Dowling
College's Series 1996 and 2002 bonds. The Series 2002 bonds were
issued through the Town of Brookhaven Industrial Development
Agency, and the Series 1996 bonds were issued through the Suffolk
County Industrial Development Agency. The rating has been removed
from review for downgrade. The outlook is negative.

Ratings Rationale:

The Caa1 rating is based on weak student demand metrics coupled
with a trend of decline in enrollments, thin operating margins,
and very low unrestricted liquidity. The rating also reflects the
college's unusually high operating dependence on student charges,
recent turnover in presidential position, and Moody's expectation
that operations are likely to remain challenged, especially in the
near term, driven by fall 2012 enrollment decline.

Challenges:

- Challenged market position evidenced by a trend of enrollment
declines and weak student demand metrics. In fall 2012, Dowling
enrolled 3,034 full-time equivalent (FTE) students, 10% below the
fall 2011 level, at its two campuses on the southern shore of Long
Island, NY. Dowling's weak freshmen selectivity (fall 2012: 78.3%)
and matriculation levels (fall 2012: 18.4%) further highlight the
significant amount of competition from both other local private
and public universities.

- Thin liquidity position with expendable financial resources
covering debt by a weak 0.12 times and operating expenses by 0.10
times in FY 2012. The college's unrestricted monthly liquidity
provided a very low 19 days coverage of cash expenses in FY 2012.

- Weak operating performance due to continuous decline in
enrollments. The average operating margins between FY 2010 and FY
2012 was a negative 0.3% and the operating margin in FY 2010 and
2011 was inflated by one time gifts of $4 million received in each
year, received from a board member. The three-year average
operating margin would have been much lower absent these gifts.
The FY 2012 operating cash flow margin of 7% provided a 0.92
coverage of annual debt service.

- Undiversified revenue base with student charges accounting for
94.4% of the operating revenues in FY 2012.

- Presidential transition brings challenges for the college as
the interim president establishes an effective working
relationship with the board and the management. The college has
had multiple presidents over the last decade.

Strengths:

- Large enrollment base of 3,034 full-time equivalent students in
fall 2012 and diversified program offerings including degrees in
arts, sciences, business administration, and education. The total
enrollment, however, has declined 32% from fall 2009 enrollment of
4,425 FTE.

- Trend of growth in net tuition per student. In FY 2012, the
college generated $16,617 of net tuition per student, a 5.3%
increase over FY 2011.

Outlook:

The negative outlook reflects Moody's view that operations will
remain challenged in the near-term, in spite of the expense
reduction measures taken recently, as the college adjusts to a
significantly lower enrollment base in a competitive market
environment. The outlook also incorporates Moody's assumption that
the college will continue to provide appropriate information
regularly on a timely basis. Should appropriate disclosure from
the college not be forthcoming, Moody's will consider withdrawing
Moody's ratings on the bonds due to lack of sufficient
information.

What Could Make The Rating Go Up

A rating upgrade is highly unlikely in the intermediate term. In
the long term, significant growth in liquidity, coupled with
strengthening of operating performance and stabilization of
enrollment.

What Could Make The Rating Go Down

The rating could be downgraded in the event that the college does
not demonstrate significant progress towards improving its student
market position and at least stabilizing enrollment, and filling
the presidential position permanently. In addition, borrowing
without commensurate growth of financial resources, inadequate
annual debt service coverage, and inability to achieve at least
balanced operating performance, absent unusual levels of
philanthropic support from the board, could result in a downgrade.

Methodology:

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


DRYSHIPS INC: Incurs $129.8 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Dryships Inc. reported a net loss attributable to the Company of
US$129.84 million on US$282.86 million of revenue for the three
months ended Dec. 31, 2012, as compared with a net loss
attributable to the Company of US$6.22 million on US$328.18
million of revenue for the same period a year ago.

For the year ended Dec. 31, 2012, Dryships incurred a net loss
attributable to the Company of US$246.77 million on US$1.21
billion of revenue, as compared with a net loss attributable to
the Company of US$70.12 million on US$1.07 billion of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed US$8.87
billion in total assets, US$5.01 billion in total liabilities and
US$3.86 billion in total stockholders' equity.

George Economou, Chairman and Chief Executive Officer of the
Company, commented, "We continue to be bearish about the short-
term performance of the shipping markets.  Both tanker and drybulk
spot charter rates continue to hover around historic lows.
Unfortunately this comes at a time when most of our lucrative
legacy charters expire.

"As we have mentioned in previous quarters, low-cost financing for
traditional shipping assets is generally less available than
before and therefore the optimization of our newbuilding programs
is our top priority right now.  We sold our only two unfinanced
tankers and eliminated approximately $100 million in CAPEX. With
respect to our Drybulk newbuilding program in China, we are still
in discussions with the shipyards in this respect to reduce and
prolong our CAPEX program.  This process was never going to be
easy but we still believe a deal with a shipyard could be struck.
Alternatively, we are seeing interest for our vessels in the S&P
market."

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

                     http://is.gd/SnSjQ2

                      About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of
Sept. 10, 2010, DryShips owns a fleet of 40 drybulk carriers
(including newbuildings), comprising 7 Capesize, 31 Panamax and 2
Supramax, with a combined deadweight tonnage of over 3.6 million
tons and 6 offshore oil deep water drilling units, comprising of
2 ultra deep water semisubmersible drilling rigs and 4 ultra deep
water newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.


EASTMAN KODAK: Judge Clears New Financing Deal with Lenders
-----------------------------------------------------------
Joseph Checkler at Daily Bankruptcy Review reports a judge on
Friday approved changes to Eastman Kodak Co.'s bankruptcy
financing that gives the company more flexibility of time and
money as it continues its pursuit of a Chapter 11 exit plan that
would keep it viable.

Eastman Kodak previously said it has reached an agreement with the
Steering Committee of the Second Lien Noteholders to amend the
terms for a previously-announced interim and exit financing
package.  The amendments provide Kodak with additional flexibility
to successfully execute its reorganization objectives and emerge
from Chapter 11 in mid-2013.

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

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EDISON MISSION: Wants to Extend PoJo Forbearance Deal to April 5
----------------------------------------------------------------
Edison Mission Energy and Midwest Generation LLC seek entry of an
order authorizing the Debtors to perform under a forbearance
agreement dated as of March 1, 2013, with respect to the leveraged
leases of the Powerton Generating Station in Pekin, Ill., and
Units 7 and 8 of the Joliet Generating Station in Joliet, Ill.
(PoJo Facilities).

As reported in the Troubled Company Reporter on Dec. 26, 2012,
Edison Mission Energy and Midwest Generation, LLC, sought and
obtained approval from the Bankruptcy Court to perform under a
forbearance agreement dated as of Dec. 16, 2012, with respect to
obligations related to MWG's Powerton and Joliet Generating
Stations in Illinois (PoJo Facilities).

Pursuant to the Original Forbearance Order, on February 15, 2013,
MWG made a payment of approximately $7.1 million of the
approximately $75 million in Basic Lease Rent that became due and
owing on January 2, 2013, under the Lease.  Approximately two
weeks before the expiration of the original 60-day forbearance
period provided under the Original Forbearance Order, the PoJo
Debtors, the Certificate Holders, the Equity Investors, and the
Owner Trusts began discussing a possible extension to the Original
Forbearance Agreement to continue discussions and facilitate
further diligence regarding MWG's financial condition.  On March
1, 2013, the parties entered into the Amended Forbearance
Agreement, which, among other things, extends the initial 60-day
forbearance period until April 5, 2013.

The Amended Forbearance Agreement is on substantially similar
terms as the Original Forbearance Agreement; provided, however,
that the Amended Forbearance Agreement extends the Forbearance
Period and facilitates the reasonable exchange of due diligence
among the parties as set forth in greater detail in the Amended
Forbearance Agreement.  The Debtors believe that entering into and
performing under the Amended Forbearance Agreement is a critical
component of their restructuring efforts because it affords the
PoJo Debtors, Certificate Holders, Owner Trusts, and other
stakeholders further time to review, perform due diligence, and
analyze restructuring options related to the PoJo Facilities
without the threat of imminent litigation.

The possibility of a default under the Lease Indentures could
impair the Debtors' ability to maintain stability of their
operations while simultaneously maintaining their flexibility to
consider all potential options associated with the PoJo
Facilities.  The Amended Forbearance Agreement ensures that the
status quo at the PoJo Facilities will continue, thereby allowing
ongoing diligence and analysis to continue without the overhang of
potential litigation.  By avoiding the cost and distraction
inherent in such potential litigation, while at the same time
continuing the opportunity for a review and dialogue regarding the
PoJo Facilities, the Debtors further ensure value preservation for
the benefit of all parties in interest.

                       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.


EDUCATION HOLDINGS: Wins OK for Ch. 11 Exit Plan
------------------------------------------------
The prepackaged reorganization plan for online educator Education
Holdings 1 Inc. was approved at a confirmation hearing March 7 in
U.S. Bankruptcy Court in Delaware.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors voted in favor of the plan before the
Chapter 11 filing on Jan. 21.  Holders of $69.4 million in senior
notes are predicted to have a 75.4% recovery while junior
noteholders owed $43.1 million are expected to take home a
distribution worth less than 1%, according to the explanatory
disclosure statement that the judge on March 7 found was adequate.

Sindhu Sundar of BankruptcyLaw360 reports that U.S. Bankruptcy
Judge Brendan L. Shannon confirmed Education Holdings' modified
Chapter 11 plan filed March 3, saying it can now proceed to
implement it.  General Electric Capital Corp., its units and other
senior secured lenders will be the exit financing lenders.

The Framingham, Massachusetts-based company owned the Princeton
Review college preparatory business until it was sold in March
2012 to Charlesbank Capital Partners.  The sole business now is
Penn Foster Education Group Inc. and an affiliate.

According to the Bloomberg report, the plan provides for the $36.3
million term loan and revolving credit from General Electric
Capital Corp. as agent to be revised after bankruptcy.  The $7
million second-lien term loan will be paid in full with new
second-lien notes.  Holders of the $69.4 million in senior notes
are being given $15 million in new senior subordinated notes, $40
million in preferred stock and 30% of the new common stock.
Holders of $43.1 million in junior subordinated notes are to
receive 70% of the new common stock Falcon Investment Advisors LLC
and Sankaty Advisors LLC both hold $56.3 million in senior and
junior notes, according to a court filing.

                    About Education Holdings 1

Education Holdings 1, Inc., is a holding company that through its
Penn Foster division, operates the oldest and one of the largest
distance career schools in the world - generating over 150,000 new
enrollments annually for its accredited, career-focused, online
degree and vocational programs in the U.S., Canada and over 150
other countries in the world.

In March 2012, Education Holdings sold its higher education
readiness (HER) division, including the name and brand the
Princeton Review, to an affiliate of Charlesbank Capital Partners.

Education Holdings, just three years after acquiring using
borrowed funds the Penn Foster distance career schools for $170
million, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
10101) on Jan. 21, 2013, with a bankruptcy-exit plan negotiated
with major debt holders.

Penn Foster Education Group, Inc. nor Penn Foster Inc. are not
included in the Chapter 11 filings.


EMG UTICA: Moody's Assigns B2 Rating to Proposed $325MM Loan
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
EMG Utica, LLC and a B2 rating to its proposed $325 million senior
secured term loan due 2020. This is the first time that Moody's
has rated EMG Utica. The outlook is stable.

"EMG Utica's B2 CFR incorporates its 100% concentration in the
high potential but relatively unproven Utica play, execution risk
from rapid infrastructure development, lack of meaningful cash
inflows in the near-term, and the single B rating of its core
customers who are expected to provide the bulk of volumes to be
gathered and processed," commented Saulat Sultan, Moody's Vice
President. "However, the rating is supported by significant
upfront equity contributions primarily by EMG but also by MarkWest
to the JV in the future, primarily fee-based customer contracts,
and the two parties' prior success as JV partners in developing
midstream assets in Marcellus."

EMG Utica, LLC is a holding company formed by energy private
equity firm The Energy and Minerals Group to hold its equity
interest in MarkWest Utica EMG, LLC (MarkWest Utica EMG or the JV,
not rated) -- a joint venture with MarkWest Energy Partners, L.P.
(MarkWest, Ba2, stable) to develop significant, integrated
midstream infrastructure in the emerging Utica Shale in Ohio. The
JV was formed in December 2011 and the two partners announced an
amended and restated limited liability agreement (JV agreement) in
February 2013 that resulted in EMG increasing its initial capital
investment in the Utica Joint Venture from $500 million to $950
million.

Proceeds from the new term loan will be used to fund a portion of
EMG's capital commitments to the JV, prefund six quarters of
construction period interest and create a six month debt service
reserve account. The JV will pay distributions to its two owners
from available cash (as defined in the partnership agreement) in
the ratio of 60% to MarkWest and 40% to EMG Utica, based on
certain capital investment thresholds. The security under the
proposed term loan is mainly EMG's equity interests in the JV and
MarkWest has the right under the JV agreement to acquire EMG's
interest at the greater of market value and debt outstanding, in
case of a default as defined in the JV agreement. EMG and MarkWest
will each have an equal number of seats on the JV's board. The two
companies have previously successfully partnered in the
development of midstream infrastructure in the Marcellus Shale
play through the MarkWest Liberty JV (MarkWest Liberty).

Rating Assignments:

Corporate Family Rating of B2

Probability of Default Rating of B2-PD

$325 million Senior Secured Term Loan due 2020, Rated B2 (LGD 4,
52%)

Ratings Rationale:

EMG Utica's B2 CFR is constrained by its concentration in the
Utica shale which has high potential but is still relatively
unproven compared to other more developed plays. There is also
meaningful execution risk from the JV's rapid infrastructure
development plans (in anticipation of rapid production growth) and
lack of meaningful distributions from the JV until late in 2014.
The CFR also reflects the single B rating of its core customers,
namely Antero Resources LLC (B1, stable), Rex Energy Corporation
(B2, stable), and Gulfport Energy Corporation (B3, stable). The
rating is supported by significant upfront equity contributions
primarily by EMG but also by MarkWest in the future to the JV,
prior successful development of midstream assets in Marcellus by
these two parties as JV partners, and 100% fee-based existing
contracts that limit commodity price risk and come into play as
production by the JV's customers ramps up.

EMG Utica's ongoing liquidity requirements will be minimal
especially given the prefunding of six quarters of construction
period interest and creation of a debt service reserve account.
There are no mandatory debt amortization requirements until
September 2015 other than immediate leverage-based cash flow sweep
provisions and EMG Utica has the right but not the obligation to
contribute up to 10% of additional capital requirements of the JV
after certain capital investment thresholds are met.

The new term loan is being issued by EMG Utica which is a holding
company that owns EMG's equity interests in the JV. Consequently,
any debt issued at the JV level (including trade payables) will be
structurally senior to the proposed debt. The JV agreement allows
for relatively minimal debt at the JV level, thereby limiting the
amount of structurally senior debt. The B2 rating on the term loan
reflects both the overall probability of default of EMG Utica, to
which Moody's had assigned a Probability of Default of B2-PD, and
a loss given default of LGD 4 (52%) under Moody's Loss Given
Default Methodology.

The stable outlook is based on Moody's expectation that the JV
will execute its business plan and achieve its targeted
operational milestones and financial metrics.

Moody's could consider a ratings upgrade if the JV consistently
meets or exceeds its operational and financial targets for a
sustained period and debt / EBITDA ratio falls below 6.0x.

A significant delay in facilities coming online or a meaningful
cost overrun could result in a ratings downgrade. Moody's could
also take a negative ratings action if development in Utica by its
core customers slows down (whether due to deterioration in return
economics or for other reasons) or if their credit profile weakens
meaningfully. Given its status as a major partner to the JV, a
change in MarkWest's credit ratings or outlook could also lead to
a negative ratings action. Material changes at the JV level
leading to adverse credit implications for EMG Utica could also
result in a ratings downgrade.

The principal methodology used in rating EMG Utica was the Global
Midstream Energy 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.

EMG Utica, LLC is headquartered in Houston, Texas.


EMPRESAS INTEREX: Plan Outline Hearing Scheduled for March 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
convene a hearing on March 27, 2013, at 9 a.m., to consider
adequacy of information in the Disclosure Statement explaining
Empresas Interex Inc.'s Chapter 11 Plan.  Objections, if any, are
due 14 days prior to the hearing.

As reported in the TCR on Feb. 25, 2013, under the Plan, DF
Services LLC, owed $6,648,614 on a secured claim (Class 1) is
impaired but will have a 100% recovery.  The claimant will receive
payment in cash and in full 100% of its claim commencing with the
sale of the seventh residence of those pending to be sold, and the
necessary subsequent residences to be sold at the rate of 70% from
the gross proceeds of the sale of each such residences, until full
payment.  DF will retain a second mortgage for $10,000,000 on the
residential housing development, subordinated and subject to that
for $700,000 in favor of Interamerican University of Puerto Rico.

Other secured creditors, namely Banco Popular de Puerto Rico, owed
$1,367,037 on a secured claim (Class 2); Oriental Bank, owed
$300,000 (Class 3), and the Center for Collection of Municipal
Income, owed $86,697 (Class 4), are also impaired but will receive
a 100% recovery.  BPPR will receive a promissory note with an
estimated balance of $183,296 as of Nov. 30, 2011, line of credit
for $600,000, and secured mortgage note for $583,741.

Holders of general unsecured claims (Class 5) are impaired but
will have 100% recovery. They will be paid in full satisfaction of
their claims through 60 consecutive monthly installments, without
interest.  They will recover 9% during the first yea, 12% during
the following second and third years, 25% during the fourth year,
with the remaining balance of 42% during the fifth year.

Shareholders (Class 6) are unimpaired under the Plan.

"The Debtor believes that the Plan provides the quickest recovery
to Creditors and will maximize the return thereto on their Claims.
ACCORDINGLY, THE DEBTOR URGES ALL CREDITORS TO VOTE IN FAVOR OF
THE PLAN," according to the Disclosure Statement.

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

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

                    About Empresas Interex Inc.

San Juan, Puerto Rico-based Empresas Interex Inc. is engaged in
the development, construction, and lease of real estate.  One of
the Debtor's construction project is known as Ciudad Atlantis at
Hato Bajo Ward, Arecibo, Puerto Rico.

Empresas Interex filed for Chapter 11 bankruptcy (Bankr. D.P.R.
Case No. 11-10475) on Dec. 7, 2011.  Bankruptcy Judge Mildred
Caban Flores presides over the case.  The company disclosed
$11,412,500 in assets and $9,335,561 in liabilities.


ENDEAVOUR INTERNATIONAL: Incurs $6.5-Mil. Net Loss in 4th Quarter
-----------------------------------------------------------------
Endeavour International Corporation reported a net loss of
$6.45 million on $97.61 million of revenue for the quarter ended
Dec. 31, 2012, as compared with a net loss of $44.64 million on
$16.63 million of revenue for the same period during the prior
year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million on $219.05 million of revenue, as compared with
a net loss of $130.99 million on $60.09 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.43 billion
in total assets, $1.29 billion in total liabilities, $43.70
million in series C convertible preferred stock and $99.43 million
in stockholders' equity.

"In 2012, the Company undertook two major development projects and
a sizable acquisition resulting in increased oil production and
reserves in the U.K. North Sea.  Although the path to growth was
challenging, we were able to manage through a series of complex
business transactions to close on the additional working interest
at Alba and bring the Bacchus development on-line.  We remain
confident that Rochelle production will be on-line soon
demonstrating the quality of this important asset," said William
L. Transier, chairman, chief executive officer and president.
"Our ability to increase our liquidity quickly shows the
perseverance of our management team to handle unexpected events
for the benefit of all stakeholders."

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

                       http://is.gd/Igejzj

                   About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

                           *    *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


EZE CASTLE: Moody's Assigns First-Time B2 CFR; Outlook is Stable
----------------------------------------------------------------
Moody's Investors Service assigned ratings to Eze Castle Software,
Inc., including a B2 Corporate Family Rating, B1 to the 1st Lien
debt and Caa1 to the 2nd Lien debt. The ratings outlook is stable.
The term loan proceeds and equity provided by affiliates of
private equity sponsor Texas Pacific Group will be used to acquire
Eze Software from ConvergEx. This is the first time Moody's has
rated Eze Software debt.

Ratings Rationale:

The B2 CFR reflects Moody's expectation for Eze Software's high
initial 6.6 times debt to EBITDA (all financial metrics reflect
Moody's standard adjustments) to decline slowly but steadily. At
least 4% revenue growth in 2013 and moderate EBITDA expansion on
steady profit margins should drive the deleveraging. Financial
leverage is high for the B2 rating category, so there is limited
flexibility for any operational interruption. Eze Software's
history of high customer subscription renewal, good liquidity and
expectations of at least $30 million in annual free cash flow
provides some support. Deleveraging is likely to be slow as
acquisitions are possible, and there is the ongoing risk of cash
distributions to equity holders.

The stable ratings outlook reflects Moody's expectations for
uninterrupted revenue and EBITDA growth to drive steady debt to
EBITDA improvements and free cash to debt of at least 5% over the
next 12 to 18 months. The ratings could be downgraded if client
retention declines, there is pricing pressure or cost management
issues, Moody's expects profitability growth to slow, or if
Moody's expects debt to EBITDA to remain above 6 times or free
cash flow to debt to be below 4%. The ratings could be raised if
revenue grows substantially, and profit margins and free cash flow
generation expand, leading Moody's to expect debt to EBITDA below
5 times and free cash flow to debt of at least 10%.

The following ratings (assessments) were assigned:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Senior Secured 1st Lien Revolving Credit Facility due 2018, B1
(LGD3, 33%)

Senior Secured 1st Lien Term Loan due 2020, B1 (LGD3, 33%)

Senior Secured 2nd Lien Term Loan due 2021, Caa1 (LGD5, 87%)

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

Eze Software provides OMS, EMS, portfolio management and
accounting software and services to hedge funds, other
institutional investors and brokerage firms in the U.S., Europe
and Asia. The company is being purchased by affiliates of TPG
Capital. Moody's expects 2013 revenue of at least $230 million.


FIRST PLACE: Chapter 7 Conversion Sought
----------------------------------------
BankruptcyData reported that First Place Financial filed with the
U.S. Bankruptcy Court a motion to convert its Chapter 11
reorganization case to a liquidation case under Chapter 7.

The motion explains, "Given that all of the Debtor's primary
creditors received direct payment in satisfaction of their claims,
pursuant to the terms of the Amended [Asset Purchase Agreement],
and the Debtor has no funds to distribute under a chapter 11 plan,
the Debtor determined that it would be in the best interest of all
creditors and stakeholders to convert this case to a proceeding
under chapter 7 of the Bankruptcy Code," according to the
BankruptcyData report.

The Court scheduled a March 27, 2013 hearing on the matter.

                        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.


FRENCH QUARTER: Court Rules in Lawsuit Against Principal
--------------------------------------------------------
Nevada District Judge Robert C. Jones denied motions filed by both
plaintiffs and the defendant in the lawsuit styled, OSCAR RENTERIA
and DENISE RENTERIA, individually and in their capacities as Co-
Trustees of the RENTERIA FAMILY TRUST, Plaintiffs, v. EUGENE
CLEVELAND CANEPA, an individual, Defendant, No. 3:11-cv-00534-RCJ-
CWH (D. Nev.).  Before the Court are the Plaintiffs' Motion for
Attorney's Fees, Motion for Status Conference, and Motion to File
Surreply; and the Defendant's Motion to Set Aside Judgment.

The lawsuit involves the Plaintiffs' attempt to collect payment on
2006 loans to French Quarter, Inc., and its principal, the
defendant Eugene Cleveland Canepa.  The parties agreed the
aggregate principal amount on the loans was $845,000.  On April 9,
2007, the Plaintiffs demanded that the Defendant pay the notes.
The Plaintiffs allege that the Defendant failed to pay the notes,
amounting to a default under the notes' contracts and triggering a
total of $44,250 in late fees.  The Defendant denies these
allegations.

French Quarter filed a voluntary Chapter 11 petition on Aug. 3,
2007.

In August 2007, the Plaintiffs, Defendant, French Quarter, and
others executed a settlement agreement resolving disputes between
French Quarter, its creditors, and other parties.  The settlement
agreement gives the Plaintiffs "an allowed unsecured claim against
[French Quarter's estate] in the amount of $887,000 . . . without
prejudice to [Plaintiffs] claiming any pre- or postpetition
Interest and attorneys fees as allowed by the Bankruptcy Code."
The agreement further explains that "[t]he parties hereto agree,
and [Defendant] further warrants and represents, that [Defendant]
was a co-maker on [Plaintiffs' notes] in the amount of $845,000
and that these loans are valid and binding."  Finally, the
agreement provides that "[Plaintiffs] expressly reserve[] all
rights and claims against [Defendant] for the full balance of
[Plaintiffs' notes] including without limitation, unpaid
principal, interest and attorneys fees."

The settlement was approved by the Nevada Bankruptcy Court on
Sept. 8, 2008.

On Nov. 30, 2008, the Plaintiffs filed a post-settlement claim
against French Quarter, seeking a total of $1,158,216.48 in
principal charges, interest accrued through Aug. 3, 2007, late
charges up to that date, and attorneys' fees.  On Sept. 30, 2009,
the Defendant objected to the Plaintiffs' claim against French
Quarter, objecting to the amount of the attorneys' fees as well as
the accrual of postpetition interest.

In May 2010, the bankruptcy estate of French Quarter distributed
$354,800 to the Plaintiffs.  The Plaintiffs allege they applied
this amount to the notes, covering the accrued interest up to May
2010 as well as $4,146.85 of the late fees, leaving approximately
$38,103.15 in late fees.  The interest accrued on the notes from
May 2010 through July 2011 is $115,767.  The Plaintiffs allege
that the Defendant owes them $1,003,017, reflecting the principal,
$845,000, the interest accrued from May 2010 through July 2011,
$115,767, remaining late fees, $38,103, and attorneys' fees,
$4,147.  The Plaintiffs filed their Complaint on July 26, 2011.

The Defendant filed his Answer on Sept. 19, 2011.  On Oct. 12, the
Plaintiffs filed a Motion for Judgment on the Pleadings.  The
Defendant failed to oppose the Motion.  On July 3, 2012, the Court
entered an Order granting the Plaintiffs' Motion for Judgment on
the Pleadings on the basis of breach of contract, and judgment was
entered.  The Plaintiffs were awarded the full contractual amount
of $845,000, plus $115,767 in interest accrued between May 2010
and July 2011, and $38,103 in late fees.

On July 17, 2012, the Plaintiffs filed a Motion for Attorney's
Fees, which was unopposed.  On Nov. 20, the Defendant filed a
Motion to Set Aside Judgment.  On Dec. 7, the Plaintiffs opposed
the Motion to Set Aside Judgment.  On Dec. 14, the Defendant filed
a reply in support of the Motion to Set Aside Judgment.

A copy of the Court's March 5, 2013 Order is available at
http://is.gd/yjyacjfrom Leagle.com.

French Quarter Inc. operates a bar, Men's Club --
http://www.mensclublv.com/-- in Las Vegas.  It filed for Chapter
11 bankruptcy (Bankr. D. Nev. Case No. 07-14813) on Aug. 3, 2007,
estimating $1 million to $100 million in both assets and debts.
Bankruptcy Judge Linda B. Riegle oversees the case.  Jeffrey R.
Sylvester, Esq., at Sylvester & Polednak, Ltd., served as the
Debtor's counsel.


FRONTIER BANK: Closed; HeritageBank of The South Assumes Deposits
-----------------------------------------------------------------
Frontier Bank of LaGrange, Ga., was closed on March 8, 2013, by
the Georgia Department of Banking and Finance, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with HeritageBank of the South of Albany, Ga., to assume
all of the deposits of Frontier Bank.

The nine branches of Frontier Bank will reopen during their normal
business hours as branches of HeritageBank of the South.
Depositors of Frontier Bank will automatically become depositors
of HeritageBank of the South.  Deposits will continue to be
insured by the FDIC.  Customers of Frontier Bank should continue
to use their existing branch until they receive notice from
HeritageBank of the South that it has completed systems changes to
allow other HeritageBank of the South branches to process their
accounts as well.

As of Dec. 31, 2012, Frontier Bank had around $258.8 million in
total assets and $224.1 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, HeritageBank of
the South agreed to purchase essentially all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-866-674-8944.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/frontier-ga.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $51.6 million.  Compared to other alternatives,
HeritageBank of the South's acquisition was the least costly
resolution for the FDIC's DIF.  Frontier Bank is the fourth FDIC-
insured institution to fail in the nation this year, and the first
in Georgia.  The last FDIC-insured institution closed in the state
was Hometown Community Bank, Braselton, on Nov. 16, 2012.


GARY STANCIL: Ross Dembling et al. Dismissed From Lawsuit
---------------------------------------------------------
In the case, GARY STANCIL, Plaintiff, v. BRADLEY INVESTMENTS, LLC,
et al., Defendants, Adv. Proc. No. 12-10006 (Bankr. D.D.C), the
Bankruptcy Court previously dismissed the claims against Ross
Dembling, Lawrence Posner, Corinna Posner, Joseph Zytnick, and P.
Hannah Davis Zytnick -- with defendant Bradley Investments LLC,
referred to in the pleadings as the "Lien Holders" -- and gave Mr.
Stancil 21 days to file an amended complaint.  The court also gave
Mr. Stancil 14 days to show cause why the claim for willful
violation of the automatic stay against Bradley Investments ought
not be dismissed on the same grounds as those upon which the
claims against the other Lien Holders were dismissed.

Mr. Stancil filed an amended complaint but failed to plead that
the noteholder (Greg Friedman) or trustee under the deed of trust
(Susan Friedman) was the Lien Holders' agent.  Moreover, Mr.
Stancil did not show cause why the claim against Bradley
Investments ought not be dismissed.

In a Feb. 27, 2013 Memorandum Decision available at
http://is.gd/mlV5JNfrom Leagle.com, Bankruptcy Judge S. Martin
Teel, Jr., dismissed the adversary proceeding as to Ross Dembling,
Lawrence Posner, Corinna Posner, Joseph Zytnick, P. Hannah Davis
Zytnick, and Bradley Investments LLC.  The defendants are entitled
to finality with respect to their dismissal from the adversary
proceeding, the judge said.

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


GATEHOUSE MEDIA: Incurs $30.3 Million Net Loss in Fiscal 2012
-------------------------------------------------------------
GateHouse Media, Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$30.33 million on $490.96 million of total revenues for the year
ended Dec. 30, 2012, as compared with a net loss of $22.22 million
on $516.96 million of total revenue for the year ended Jan. 1,
2012.  The Company incurred a net loss of $26.64 million on
$547.81 million of total revenues for the year ended Dec. 31,
2010.

The Company's balance sheet at Dec. 30, 2012, showed
$469.76 million in total assets, $1.30 billion in total
liabilities, and a $834.15 million total stockholders' deficit.

                        Bankruptcy Warning

"Our ability to make payments on our indebtedness as required
depends on our ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond our control.

"There can be no assurance that our business will generate cash
flow from operations or that future borrowings will be available
to us in amounts sufficient to enable us to pay our indebtedness
or to fund our other liquidity needs.  Currently we do not have
the ability to draw upon our revolving credit facility which
limits our immediate and short-term access to funds.  If we are
unable to repay our indebtedness at maturity we may be forced to
liquidate or reorganize our operations and business under the
federal bankruptcy laws."

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

                      About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.


GMX RESOURCES: S&P Lowers Corporate Credit Rating to 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on U.S.-based exploration and production company GMX
Resources Inc. to 'D' from 'CCC', indicating a default.  S&P also
lowered the issue-level rating on GMX's senior secured notes due
2017 to 'D' from 'CCC-'.

At the same time S&P revised the recovery rating on GMX's senior
secured notes due 2017 to '4', indicating S&P's expectation of
average recovery (30% to 50%) in the event of a payment default,
from '5'.

"The downgrades follow GMX's March 4 announcement that it failed
to make the scheduled interest payment on its senior secured
second-priority notes due 2018," said Standard & Poor's credit
analyst Paul Harvey.  (These notes are not rated.)  The company
continues to review possible financial solutions to address its
liquidity needs, which include a possible restructuring of its
debt.

The improved recovery score reflects the use of GMX's Dec. 31,
2012, SEC PV-10 calculation, S&P's valuation of $128.4 million
reflected the removal of GMX's Haynesville/Bossier proved
undeveloped reserves, which had a negative value of about
$48 million.  At the request of GMX we will withdraw all ratings
following the rating action.


HAWKER BEECHCRAFT: To Protest $427.5-Mil. Air Force Contract
------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the successor
company to the bankrupt Hawker Beechcraft Corp. said Friday that
it plans to formally protest the U.S. Air Force's $427.5 million
contract for light air support to a Sierra Nevada Corp. venture,
saying it was "perplexed" that its lower bid was unsuccessful.

The report related that Beechcraft Corp. said it had met with Air
Force officials since losing the contract last week but wasn't
satisfied that the contract, meant to provide light air support
aircraft to the Afghan air force, had been awarded fairly.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

The Official Committee of Unsecured Creditors selected Daniel H.
Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld
LLP as legal counsel.  The Committee's financial advisor is FTI
Consulting, Inc.


HAWKER BEECHCRAFT: Blind Plaintiff Has Green Light to Hire Counsel
------------------------------------------------------------------
Magistrate Judge Kenneth G. Gale in Kansas revised his prior order
and granted the request of Harold Nyanjom to appoint counsel to
prosecute his lawsuit against Hawker Beechcraft Corp.

The Court previously granted Mr. Nyanjom's motion to proceed in
forma pauperis, thus establishing his inability to afford counsel.
Since the entry of the Court's initial order denying appointment
of counsel, Hawker Beechcraft has filed it's "Suggestion of
Bankruptcy," notifying Mr. Nyanjom that it has filed Chapter 11
bankruptcy in the U.S. Bankruptcy Court, Southern District of New
York.  According to the magistrate judge, this brings into play
fairly complicated legal rules relating to litigation involving a
party that is currently in -- or is coming out of -- bankruptcy.
While Mr. Nyanjom might well be able to present the facts of his
case at a trial without assistance of an attorney, the magistrate
judge said the procedural issues leading up to any determination
of the merits of the case are more complicated and difficult for a
pro se party to navigate.

In addition, Mr. Nyanjom has now informed the Court that he is
blind.  "This obviously complicates his ability to conduct the
necessary legal research and serves as a basis to distinguish
Plaintiff from other pro se litigants," the magistrate judge
noted.  "The Court is not finding that Plaintiff's blindness, in
and of itself, entitles him to appointment of counsel. Rather, the
Court has various types of assistance available for litigants with
disabilities. Taken in conjunction with Defendant's bankruptcy,
however, the Court finds that the appointment of counsel in this
matter is appropriate."

The case before the District Court is, HAROLD M. NYANJOM,
Plaintiff, v. HAWKER BEECHCRAFT CORP., Defendant, Case No.
12-1438-JTM-KGG (D. Kan.).  A copy of the magistrate judge's
March 6, 2013 order is available at http://is.gd/50Mcb5from
Leagle.com.

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012.  Hawker is 49%-owned by affiliates of Goldman Sachs Group
Inc. and 49%-owned by Onex Corp.  The Company's balance sheet at
Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion
in total liabilities and a $956.90 million total deficit.  Other
claims include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

Hawker and its affiliates filed for bankruptcy, having already
negotiated a plan that eliminates $2.5 billion in debt and $125
million of annual cash interest expense.  The plan proposed to
give 81.9% of the new stock to holders of $1.83 billion of secured
debt, while 18.9% of the new shares are for unsecured creditors.
The proposal had the support from 68% of secured creditors and
holders of 72.5% of the senior unsecured notes.

The pre-negotiated Plan was filed June 30, 2012.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.

The modified Plan was approved by the Bankruptcy Court Feb. 1,
2013, and became effective Feb. 15.  Hawker Beechcraft changed its
name to Beechcraft Corporation.


HERCULES OFFSHORE: Board OKs Equity Grants for Executive Officers
-----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Hercules
Offshore, Inc., approved equity grants for certain of its
executive officers.  Pursuant to the Company's Policy Regarding
the Granting of Equity-Based Compensation Awards, the Committee is
authorized to approve annual equity grants at its meeting during
the first or second quarter of each year.

The Annual Equity Grants were made pursuant to the Company's 2004
Amended and Restated Long-Term Incentive Plan to each of John T.
Rynd, chief executive officer and president; Stephen M. Butz,
executive vice president and chief financial officer; James W.
Noe, executive vice president; Terrell L. Carr, senior vice
president, Worldwide Drilling Operations; and Todd A. Pellegrin,
senior vice president, Worldwide Liftboat Operations.

Each of the executive officers received restricted stock awards,
which vest 1/3 per year on each of the first three anniversaries
of the grant date, and performance-based restricted stock awards,
which vest in full on the third anniversary of the grant date,
subject to the achievement of Company performance objectives with
respect to two metrics to be measured over the period from
Jan. 1, 2013, through Dec. 31, 2015.

Threshold, target and maximum performance objectives have been
established for each metric, with the officer vesting 50% more
shares at the maximum level, 50% fewer shares at the threshold
level, with vesting prorated between levels, and no shares will be
issued with respect to a particular metric if the threshold
performance objective is not met with respect to such metric.

The Performance Awards for all of the executive officers other
than Mr. Rynd will be paid out with equity, up to the target goal
set for each executive officer, with anything above target being
paid out in cash in an amount equal to the value of the equity
that would be issuable for the achievement of such performance
metrics.  For Mr. Rynd, the Performance Award will be paid out
with equity up to the target goal set for him, with anything above
target being paid out in cash on a prorated basis between pre-
determined cash amounts for the target ($50,000) and maximum
levels ($900,000).

At the target level, the Performance Awards and the Restricted
Stock Awards are 70% and 30%, respectively, of the total target
grant for Mr. Rynd, and 55% and 45%, respectively, of the total
target grant for the other executive officers.  The number of
shares issuable to each of the executive officers if the target
objectives are achieved with respect to each metric is as set
forth below:

                      Restricted    Performance       Total
  Executive Officer   Stock Award   Award(Target)   Target Grant
  -----------------   -----------   -------------   ------------
John T. Rynd           97,566         202,434        300,000
James W. Noe           49,779          60,840        110,619
Stephen M. Butz        49,779          60,840        110,619
Terrell L. Carr        32,356          39,547         71,903
Todd A. Pellegrin      18,252          22,308         40,560

The Committee also approved the payouts for the 2012 performance
equity grants, which paid out at the threshold level for the
available days metric and at the maximum level for the stock price
metric.

                   Director Resignation Policy

The Board of Directors of the Company, upon recommendation of the
Nominating and Governance Committee, recently approved an
amendment to the Company's Corporate Governance Guidelines.  The
Corporate Governance Guidelines were amended to provide that a
director who receives a greater number of votes "withheld" than
votes "for" his or her election in an uncontested election will
promptly tender his or her resignation to the Board for
consideration in accordance with the procedures set forth in the
Corporate Governance Guidelines.  The Nominating and Governance
Committee will then make a recommendation to the Board to accept
or reject the resignation offer.  The Board will then act on the
tendered resignation, taking into account the recommendation of
the Nominating and Governance Committee, and will disclose its
decision regarding the tendered resignation and, if the Board
elects not to accept the resignation, the primary rationale for
that decision.  The Corporate Governance Guidelines can be found
in the Corporate Governance section of the Company's Web site at
http://www.herculesoffshore.com/

                       About Hercules Offshore

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

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed $2.01
billion in total assets, $1.13 billion in total liabiities, and
$882.76 million in stockholders' equity.

                           *     *     *

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

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

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

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


HERTZ GLOBAL: Share Repurchase Plan No Impact on Moody's B1 CFR
---------------------------------------------------------------
Hertz Global Holdings, Inc., parent of The Hertz Corporation, plan
to repurchase approximately $472 million worth of its common
shares is a negative credit development, says Moody's Investors
Service.

Nevertheless, because the transaction is not expected to
materially weaken the company's financial metrics and liquidity
profile, Hertz's B1 Corporate Family Rating, as well as the Ba1
rating of its first lien term loan, B2 rating of its senior
unsecured debt and SGL-3 Speculative Grade Liquidity rating, are
unaffected at this time. Hertz's rating outlook remains stable.


HOSTESS BRANDS: U.S. Trustee Seeks Holdback on Professional Fees
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Hostess Brands Inc. comes to bankruptcy court on
March 19 for approval of about $8.6 million in professional fees
covering the last quarter of 2012, the U.S. Trustee will ask the
judge to hold back payment of some of the fees until the outcome
of the case is better known.

The report relates that in papers filed this week, the Justice
Department's bankruptcy watchdog notes that the opening bids for
most Hostess assets total $856.3 million, not enough to pay
$1.04 billion in secured debt.

According to the report, the U.S. Trustee says it's therefore not
clear whether there will be cash left over for payment of expenses
of the Chapter 11 effort or claims entitled to priority.  The fees
to be reviewed on March 19 cover the period when Hostess was
struck by the bakery workers' union and forced to begin
liquidating.

                       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.

At an auction Feb. 28, 2013, Flowers Foods Inc. won the majority
of Hostess's bread-making business, including its Wonder brand,
when no offers surfaced to challenge a $360 million bid.  Mexico
City-based Grupo Bimbo topped Flowers' $30 million opening offer
for the Beefsteak rye-bread brand, with a winning offer of $31.9
million.  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.


HOVNANIAN ENTERPRISES: Incurs $11.3-Mil. Loss in Fiscal Q1
----------------------------------------------------------
Hovnanian Enterprises, Inc., reported a net loss of $11.31 million
on $358.21 million of total revenues for the three months ended
Jan. 31, 2013, as compared with a net loss of $18.26 million on
$269.59 million of total revenues for the same period during the
prior year.

For the 12 months ended Oct. 31, 2012, the Company reported a net
loss of $66.19 million on $1.48 billion of total revenues,
compared with a net loss of $286.08 million on $1.13 billion of
total revenues for the same period a year ago.

The Company's balance sheet at Jan. 31, 2013, showed $1.58 billion
in total assets, $2.06 billion in total liabilities and a $481.23
million total deficit.

"Provided there are no adverse changes in current market
conditions, we anticipate our deliveries, revenues and gross
margin will increase in fiscal 2013 compared with fiscal 2012 with
the greatest improvement in these metrics expected to occur during
the second half of the fiscal year," said Ara K. Hovnanian,
chairman of the Board, president and chief executive officer.  "In
addition, we are optimistic that the recent increases in net
contracts we have reported will continue and could lead to our
best spring selling season in years.  Given the size of our
contract backlog, the average gross margin on homes currently in
contract backlog and assuming that market conditions remain
stable, we are pleased to project our return to profitability for
fiscal 2013.  It has been a long and difficult cycle, but we
finally see the benefits of the many steps we have taken to
prepare ourselves for this inevitable market upturn."

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

                        http://is.gd/eluojF

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

                           *     *     *

As reported by the TCR on Nov. 7, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. to 'CCC+' from 'CCC-' and removed it from
CreditWatch positive.

"We raised our corporate credit rating to reflect operating
performance that is better than we expected, resulting in
narrowing pretax losses," said credit analyst George Skoufis.  "It
also reflects improved liquidity following the recent debt
issuances that will extend the bulk of the company's 2016
maturities to 2020 and reduce its overall interest burden."

In the Dec. 11, 2012, edtiiton of the TCR, Fitch Ratings has
affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV),
including the company's Issuer Default Rating (IDR), at 'CCC'.
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics.  In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.


IMAGINE FULFILLMENT: Court Rules on Summary Judgment Bids
---------------------------------------------------------
In the case, IMAGINE FULFILLMENT SERVICES, LLC, Plaintiff, v.
DC MEDIA CAPITAL, LLC, Defendant, Adv. Proc. Case No. 12-ap-01514
(Bankr. C.D. Cal.), Los Angeles Bankruptcy Judge Julia W. Brand
ruled on (1) Imagine Fulfillment Services, LLC's Motion for
Partial Summary Judgment, or in the Alternative, Summary
Adjudication of Facts; and (2) DC Media Capital LLC's Motion for
Partial Summary Judgment as to Second and Fifth Affirmative
Defenses.  Imagine Fulfillment seeks summary judgment that three
prepetition transfers to DC Media are avoidable preferences under
11 U.S.C. Section 547(b).  DC Media seeks summary judgment that
the transfers are not avoidable because the defenses set forth in
section 547(c)(2) and section 547(c)(9) apply.

Prior to the Petition Date, a dispute arose between Imagine
Fulfillment and DC Media.  DC Media sued IFS in Los Angeles
Superior Court (Case No. BC408418) for, among other things, breach
of contract and damages.  On Dec. 16, 2011, the Superior Court
entered judgment in the State Court Action in favor of DC Media
and against Imagine Fulfillment for, among other things, breach of
contract and damages, in the amount of $2,356,546, plus
prejudgment interest, attorneys' fees and costs.  The Judgment
includes pre-judgment interest of $967,776, attorneys' fees of
$541,946.50 and costs of $29,556.42 for a total of $3,997,223.

On Dec. 27, 2011, DC Media filed a Notice of Judgment Lien with
the California Secretary of State.  On Jan. 24, 2012, DC Media
recorded an Abstract of Judgment with the Los Angeles County
Recorder.  On Feb. 7, IFS filed a notice of appeal of the
Judgment.  This appeal was pending as of the Petition Date and
remains pending.

On March 5, 2012, DC Media caused the Los Angeles County Sheriff's
Office to levy upon Imagine Fulfillment's Wells Fargo bank
account.  The Sheriff seized $81,196, which the Sheriff continues
to hold and has not turned over to DC Media.

As of the Petition Date, Imagine Fulfillment had not satisfied the
Judgment. DC Media was a creditor of Imagine Fulfillment during
the period from Dec. 16, 2011, through March 25, 2012.  During
this period, Imagine Fulfillment did not own real property.

Both Imagine Fulfillment and DC Media have provided evidence
regarding Imagine Fulfillment's solvency during the 90 days before
the Petition Date.  Imagine Fulfillment introduced evidence
showing the value of its assets and liabilities as stated on its
balance sheet at the time of each of the transfers at issue.

    Date                          Value of Assets and Liabilities
    ----                          -------------------------------
    December 27, 2011             Assets  $472,217
                                  Liabilities  $780,315

    December 31, 2011             Assets  $683,802
                                  Liabilities  $871,900

    January 24, 2012              Assets  $596,969
                                  Liabilities  $941,968

    March 5, 2012                 Assets  $653,929
                                  Liabilities  $951,770

    March 31, 2012                Assets  $908,227
                                  Liabilities  $1,176,256

In addition, Imagine Fulfillment contends that the Judgment is a
liability that, when added to its balance sheet liabilities,
establishes its insolvency at each of the relevant times.

DC Media introduced an appraisal of certain of Imagine
Fulfillment's assets.  DC Media also introduced evidence in the
form of Imagine Fulfillment's business records to show that
Imagine Fulfillment's cash in its checking account as of Dec. 27,
2011, was $231,965 instead of negative $65,151, as stated on
Imagine Fulfillment's balance sheet and that its accounts
receivable as of Dec. 27, 2011 was $413,650 instead of $394,779 as
provided in the balance sheet.  This results in an asset value of
Imagine Fulfillment's assets as of Dec. 27, 2011 of $788,204,
according to DC Media.  In addition, DC Media presented evidence
that Imagine Fulfillment overstated its accounts payable by
$24,291 and its customer depositions by $29,191 and asserts that
Imagine Fulfillment's accrued state income tax liabilities by
$12,590 should not be included in the calculation of Imagine
Fulfillment's liabilities.  From this, DC Media asserts that
Imagine Fulfillment was solvent on Dec. 27, 2011 and that a
triable issue of material fact exists with respect to Imagine
Fulfillment's solvency.

Imagine Fulfillment seeks summary judgment that (i) the filing of
the Notice of Judgment Lien with the California Secretary of State
-- Transfer One -- (ii) the recording of the Abstract of Judgment
with the Los Angeles County Recorder -- Transfer Two -- and (iii)
the Sheriff's levy on IFS bank account -- Transfer Three -- are
avoidable preferences under section 547(b).

DC Media argues that the Court must deny Imagine Fulfillment's
Motion because genuine issues of material fact remain as to (1)
whether Transfer One was made during the 90-day window, (2)
whether IFS was insolvent on the transfer dates, and (3) whether
DC Media will receive more from the transfers than it would
receive in a hypothetical chapter 7 liquidation.

DC Media seeks summary judgment that (1) Transfer One is not
avoidable pursuant to section 547(c)(2) because the filing of the
Notice of Judgment Lien was made in the ordinary course of
business and according to ordinary business terms, and (2)
Transfer Two is not avoidable pursuant to section 547(c)(9)
because Imagine Fulfillment owns no real property, and therefore
the Abstract of Judgment is less than the $5,850 minimum amount
that Imagine Fulfillment may recover as a preferential transfer.

In its ruling, the Court granted summary judgment as to each
element of Transfer One, other than the last element, that the
transfer allows DC Media to receive more than it would in a
hypothetical chapter 7 liquidation.  The Court denied Imagine
Fulfillment's Motion with respect to Transfer Two.  The Court
granted summary judgment as to Transfer Three.  The Court denied
DC Media's Motion.

A copy of the Court's March 6, 2013 Memorandum Of Decision is
available at http://is.gd/n2USZbfrom Leagle.com.

Imagine Fulfillment Services, LLC, based in Torrance, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No.
12-20544) on March 25, 2012.  Judge Julia W. Brand oversees the
case. Aram Ordubegian, Esq., at Arent Fox LLP, represents the
Debtor. In its petition, the Debtor estimated both assets and
debts to be between $1 million to $10 million.  The petition was
signed by Andy Arvidson, managing member.


INVESTORS CAPITAL: Case Venue for 3 Units Tranferred to M.D. Tenn.
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Bowling Green Division, granted, in part, and denied, in part, the
request of creditors, Capital Bank N.A. and PBI Bank Inc., to
dismiss the Chapter 11 cases of Investors Capital Partners II LP,
Investors Capital Partners I LP, Investors Land Partners II LP,
and Investors Towne Center Partners I, LP, for improver venue.
The Kentucky Court ruled that:

   * Case No. 12-11676 styled Investors Capital Partners I, LP;
   * Case No. 12-11677 styled Investors Land Partners II, LP; and
   * Case No. 13-10004 styled Investors Towne Center Partners I LP

are transferred to the U.S. Bankruptcy Court for the Middle
District of Tennessee.

Investors Capital Partners II LP; Investors Capital Partners I LP
and Investors Land Partners II, LP (Bankr. W.D. Ky. Case Nos.
12-11675, 12-11676, and 12-11677) filed voluntary Chapter 11
petitions on Dec. 19, 2012.  Investors Towne Center Partners I LP
filed its Chapter 11 petition (Bankr. W.D. Ky. Case No. 13-10004)
on Jan. 2, 2013.

Debtor Inv. Cap. II, is a Tennessee limited partnership with its
principal assets in Barren County, Kentucky.  The Court said it is
undisputed by all parties that venue for that case is proper in
Kentucky Court.

Debtor Inv. Cap. I and Debtor Towne Center I, are Tennessee
limited partnerships with their principal assets in Tennessee.
Debtor Inv. Land II is a Delaware limited partnership with its
principal assets in Tennessee.  None of these Debtors have ever
registered to do business in Kentucky, nor do they have assets in
Kentucky.

Capital Bank is a secured creditor of Inv. Cap. I.  PBI is a
secured creditor of Inv. Land II.

The Banks contend that the Inv. Land II, Inv. Cap. I and Towne
Center cases should be dismissed or transferred to the Middle
District of Tennessee for improper venue.  The Debtors contend
venue is proper in the Kentucky Court pursuant to 28 U.S.C. Sec.
1408 and 1409.

Each of the Debtor companies are limited partnerships.  The
general partner of Debtor Inv. Land II is Investors Land Fund
Services II, LLC, which is owned 100% by Investors Equity Partners
I, LLC.

The general partner of Debtor Inv. Cap. I is Investors Capital
Fund Services I, LLC. The general partner of Debtor Inv. Cap. II
is Investors Capital Fund Services II, LLC. The general partner of
Debtor Towne Center is Investors Towne Center Fund Services I,
LLC. Investors Equity Partners II, LLC is the 100% owner of the
three general partners, Fund Services I, Fund Services II and
Towne Center Fund Services I.

At the top of the Organizational Chart is Investors Equity
Holdings, LLC which owns 76% of Investors Equity Partners I, LLC
and Investors Equity Partners II, LLC. James E. Himelrick is the
Chairman and President of Investors Equity Holdings, LLC. He is
also a 45% owner of Investors Equity Holdings, LLC, along with
Robert Pierce who owns 44.1% and Robert Keith who owns 10%.

A copy of the Court's March 7, 2013 Memorandum-Opinion is
available at http://is.gd/FpRzKSfrom Leagle.com.

                      About Investors Capital

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

In court filings, the Debtors said that their lenders have
attempted to foreclose against the assets of the Debtors, and the
Debtors have been unable to reach agreements with their lenders
that would allow the Debtors to reorganize their debts in an
orderly manner; thus, the Debtors have little option except for
the development of a joint plan to reorganize operations and
restructure debts for the benefit of all creditors and parties in
interest.


INTELSAT SA: Plans to Redeem $915 Million 2017 PIK Notes
--------------------------------------------------------
Intelsat (Luxembourg) S.A. issued a notice of redemption pursuant
to the indenture governing its 11 1/2% / 12 1/2% Senior PIK
Election Notes due 2017 that it intends to redeem $915,000,000
aggregate principal amount of the 2017 PIK Notes on April 5, 2013,
at a redemption price equal to 105.75% of the principal amount of
the 2017 PIK Notes, plus accrued and unpaid interest thereon to
the redemption date.

The Redemption is conditioned on the completion of one or more
debt financings on or prior to the Redemption Date by Intelsat
Luxembourg on terms satisfactory to Intelsat Luxembourg providing
funds sufficient for Intelsat Luxembourg to pay the aggregate
redemption payment for the portion of the outstanding 2017 PIK
Notes to be redeemed on the Redemption Date.

                           About Intelsat

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

Intelsat S.A. incurred a net loss of $145 million in 2012, a net
loss of $433.99 million in 2011, and a net loss of $507.76 million
in 2010.  The Company's balance sheet at Dec. 31, 2012, showed
$17.30 billion in total assets, $18.53 billion in total
liabilities and a $1.27 billion total Intelsat S.A. stockholders'
deficit and $45.67 million in noncontrolling interest.

JOHN FORSYTH: Judge Stays U.S. Actions vs. Canadian Company
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has entered an interim order imposing a stay on all proceedings in
the U.S. against The John Forsyth Shirt Company Ltd. and its
assets and any attempt to collect thereon or terminate executory
contracts.

The temporary restraining was requested by BDO Canada Limited, the
monitor appointed in the Canadian proceedings of John Forsyth and
its affiliates.

U.S. Bankruptcy Judge Shelley C. Chapman will convene a hearing on
March 18, 2013, at 2:00 p.m. to consider final approval of BDO
Canada's request for approval of the stay on a permanent basis.
Objections are due March 11.

                        Restructuring

BDO Capital is asking the U.S. Bankruptcy Court to enter an order
recognizing as "foreign main proceedings" pursuant to Section 1517
of the Bankruptcy Code the Forsythe Entities' proceedings under
Canada's Companies Creditors Arrangement Act, R.S.C. 1985, c.
C-36, pending before the Ontario Superior Court of Justice.

To effectuate a restructuring of their business in the Canadian
proceedings, the Forsyth Entities anticipate (a) relocating their
administrative offices from one location in Mississagua, Ontario,
to another location still in Mississagua, (b) closing their
Cambridge, Ontario location, (c) terminating or laying off certain
employees, (d) selling their property in Cordele, Georgia, (e)
relocating their U.S. sales office from its current Manhattan site
to a less costly location in the same geographical region, and (f)
seeking alternative, long-term suppliers of goods to diminish
their dependence on Manunion.

The Forsyth Entities intend to prepare and present a plan to their
creditors in the Canadian Proceedings.

Wells Fargo provides Forsyth Canada and Forsyth USA with revolving
credit facilities in the combined maximum principal amount of
CDN$12 million, which are secured by substantially all of the
Forsyth Entities' assets.  As of the Petition Date, the
outstanding amount of indebtedness under the Wells Fargo
Facilities is $8.3 million.

                         Employee Layoffs

The company said there are 160 full-time employees in Ontario and
nine full-time employees in the United States.  As of the date the
CCAA cases were commenced, 112 of the Canadian employees and one
United States employee have been terminated in compliance with
applicable law.

Forsyth says it has insufficient funds to satisfy future
anticipated amounts owing to the employees and may require further
terminations or layoffs in connections with other anticipated
restructuring steps.

                        About John Forsyth

John Forsyth and its affiliates are collectively in the business
of manufacturing, distributing, and selling apparel in both Canada
and the United States.  The vast majority of Forsyth's operations
are in Canada.

Forsyth says it acquired PremiumWear, Inc., in 2007 but shut it
down after three years, faced intense competition in the apparel
industry, and saw an increase in labor costs. Adding to its woes,
in late 2012, the Canadian Government stopped a program that
granted the company remission discounts, thus the company became
insolvent.

Forsyth, with the support of its largest secured creditors, Wells
Fargo Capital Finance Corporation Canada and Wells Fargo Capital
Finance, LLC, filed an application under the CCAA before the
Ontario Court, on Feb. 20, 2013, seeking among other things, the
authorization to file of a plan of compromise or arrangement with
their creditors.  The Ontario Court entered the initial order in
the Canadian Proceedings on February 22, 2013.

BDO Canada Limited, as monitor in the CCAA proceedings and as
foreign representative in the U.S., filed a Chapter 15 petition
for John Forsyth and its affiliates (Bankr. S.D.N.Y. Case No.
13-10526) on Feb. 25, 2013.  John Forsyth estimated assets of up
to US$10 million and liabilities of US$10 million to US$50 million
in the Chapter 15 petition.

The Forsyth Entities' collective liabilities total approximately
CDN$17.1 million, approximately CDN$9 million of which are secured
(including capital lease and mortgage obligations) as of the CCAA
filing.


KIEBLER RECREATION: May Recoup $117K in Payments to JGM
-------------------------------------------------------
DAVID O. SIMON, TRUSTEE, Plaintiff, v. JGM ASSOCIATES, LP,
Defendant, Adv. Proc. No. 12-1138 (Bankr. N.D. Ohio), alleges
Kiebler Recreation LLC made four payments to JGM Associates during
the 90 days before Kiebler filed its bankruptcy case.  The chapter
7 trustee asserts that the payments are preferences which he can
avoid and recover for the estate.  He also asks that JGM's claim
be disallowed.  JGM's position is that the ordinary course of
business exception is a complete defense to this action.

In a Feb. 28, 2013 Memorandum of Opinion is available at
http://is.gd/uJM7knfrom Leagle.com, Bankruptcy Judge Pat E.
Morgenstern-Clarren entered judgment on the complaint in favor of
the Chapter 7 trustee avoiding the preferential transfers,
authorizing recovery in the amount of $116,767, and disallowing
JGM's claims filed in the Debtor's case.

                     About Kiebler Recreation

Kiebler Recreation, LLC, filed a voluntary Chapter 11 bankruptcy
petition Bankr. N.D. Ohio Case No. 10-15099) on May 26, 2010.
Prior to ceasing business activity at some point after the
Petition Date, Kiebler operated a recreational and tourist
property in Chautauqua County, New York, known as Peek'n Peak
Resort.  Peek'n Peak Resort -- http://www.pknpk.com/-- is a
recreational and leisure facility in Findley Lake, New York.

The Company estimated assets and debts at $10 million to $50
million as of the Petition Date.  Robert C. Folland, Esq., at
Thompson Hine LLP, originally served as counsel to the Debtor.

On June 8, 2011, the United States Trustee selected David O. Simon
as Chapter 11 Trustee.  On April 5, 2012, the Chapter 11 Trustee
filed a Motion to Convert the case from a case under Chapter 11 to
one under Chapter 7.  On May 15, the Court entered an Order
converting the case from a case under Chapter 11 to one under
Chapter 7.  Mr. Simon is the duly authorized and acting Chapter 7
trustee.

Kohrman, Jackson & Krantz P.L.L. serves as counsel to the Trustee.
The bankruptcy trustee tapped Jones Lang LaSalle Americas, Inc.,
as investment banker/business broker to market the Debtor's
assets.

The Debtor's case was transferred from Judge Randolph Baxter to
Judge Pat E. Morgenstern-Clarren effective Aug. 16, 2011.

In September 2011, the Bankruptcy Court authorized the Chapter 11
Trustee for Kiebler Recreation, to sell substantially all of the
Debtor's assets, except for the Fairways Condominiums.  Scott
Enterprises, an Erie, Pa.-based hospitality development company,
emerged as the top bidder for the Peek'n Peak Resort.  Scott
submitted the top bid of $11.3 million.

The Chapter 11 trustee separately struck a deal with lender PNC
Bank to sell certain real property and personal property known as
the Fairways Condominiums contiguous to and part of the Peek 'N
Peak Resort, located in French Creek, New York.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate
petition (Bankr. N.D. Ohio Case No. 09-19087) on Sept. 25, 2009.
The Committee of Unsecured Creditors of Kiebler Slippery Rock
obtained confirmation of a liquidating plan on Jan. 31, 2011, and
the case was closed pursuant to a final decree effective March 29,
2011.

Chardon, Ohio-based Kiebler Slippery Rock was represented by
Andrew L. Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert
C. Folland, Esq., at Thompson Hine LLP.  It estimated assets and
debts at $10 million to $50 million.


LAS VEGAS SANDS: Moody's Changes Outlook on All Ratings to Stable
-----------------------------------------------------------------
Moody's Investors Service revised Las Vegas Sands Corp.'s rating
outlook to stable from positive following the company's disclosure
in its December 31, 2012 10-K filed on Friday, March 1, 2013 that
it informed the Securities and Exchange Commission that an
internal review found the casino operator had likely violated the
Foreign Corrupt Practices Act.

LVSC's Ba2 Corporate Family Rating, Ba2-PD Probability of Default
Rating, Ba2 senior secured loan rating, and SGL-1 Speculative
Grade Liquidity Rating were affirmed.

The rating outlook revision to stable from positive considers that
while Moody's does not currently believe this disclosure puts
LVSC's Ba2 issuer and issue-level ratings at risk, the uncertainty
surrounding this disclosure makes it less likely that Moody's will
consider a higher rating for LVSC within the next 6 to 12 month
period. LVSC has stated that it is currently unable to determine
the timing and probability of the outcome of this matter, the
extent of materiality, or the range of reasonably possible loss,
if any.

"LVSC has already achieved the quantitative measures it needs to
achieve a higher rating -- debt/EBITDA at or below 3.0 times,"
stated Keith Foley, a Senior Vice President at Moody's. "At this
point, the primary obstacle to a higher rating is LVSC's current
inability to provide independent verification that the FCPA issue
will be resolved in a manner that does not materially impair the
company's reputation or financial profile," added Foley.

The stable rating outlook also incorporates Moody's opinion that
favorable gaming demand trends in Macau and Singapore will provide
LVSC the opportunity to maintain consolidated debt/EBITDA at or
below 3.0 times over the long - term despite Moody's expectation
that future large cash dividends are possible.

LVSC's disclosure with respect to the FCPA relates to a series of
business transactions conducted in China and led by former
executives of the company. On February 9, 2011, LVSC received a
subpoena from the SEC requesting that the company produce
documents relating to its compliance with the FCPA (the company
has also been advised that the Department of Justice is conducting
a similar investigation). After the company received the subpoena
from the SEC, its Board of Directors authorized its Audit
Committee, comprised of three independent members of the Board of
Directors, to investigate matters raised in the subpoena.

While the Audit Committee reported preliminary findings that there
were likely violations of the books and records and internal
controls provisions of the FCPA, it also reported that the
preliminary findings do not have a material impact on the
company's financial statements, do not warrant any restatement of
past financial statements, and do not represent a material
weakness in the company's internal controls. The investigation by
the Audit Committee, though largely completed, remains ongoing.

Ratings Rationale:

LVSC's Ba2 Corporate Family Rating reflects its strong performance
and the favorable growth prospects for the company's Asian gaming
assets along with its low leverage - Moody's expects debt/EBITDA
to remain at or below 3.0 times. Debt/EBITDA for the fiscal year-
ended December 31, 2012 was about 2.9 times. The ratings also
incorporate Moody's view that LVSC's consolidated free cash flow
will exceed $1.0 billion in fiscal 2013, the high quality of
LVSC's gaming and resort assets, and the company's ability to
maintain a very good liquidity profile despite making large
special dividend payments to shareholders.

Key risks include Moody's opinion that LVSC will pursue further
and significant development activity. Also considered is that
company is currently subject to investigations by the Securities
and Exchange Commission and Department of Justice, some or all of
which may be related.

LVSC's ratings could go up if the company provides independent
verification that the FCPA issue will be resolved in a manner that
does not materially impair LVSC's reputation or financial profile.
A higher rating also requires that Moody's believes LVSC will
maintain debt/EBITDA -- without giving consideration to cash
balances -- at or below 3.0 times -- and adhere to a long-term
financial policy that is consistent with a higher rating. The
degree of ratings improvement, however, is limited at this time
given the secured nature of the company's entire debt capital
structure, a characteristic that Moody's does not believe is
consistent with an investment grade rating.

A negative rating action could result if for any reason it appears
that LVSC's debt/EBITDA will rise above 3.5 times for an extended
period of time. Independent of any quantitative measures, a
negative rating action could occur if the SEC, DOJ, and/or other
relevant regulatory body uncover any material corporate governance
issues as a result of their investigations.

The principal methodology used in this rating was Global Gaming
published in December 2009.

Las Vegas Sands Corp (NYSE: LVS) owns and operates hotel and
casino integrated resort facilities in Las Vegas, NV, Bethlehem,
PA, Macau, China and Singapore. The company reported consolidated
annual net revenue of about $11.1 billion for the fiscal year
ended Dec. 31, 2012.


LCI HOLDING: US Wants Ch. 11 Sale Nixed Over $24-Mil. Tax Bill
--------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the U.S. government
asked a Delaware bankruptcy judge Friday to upend the proposed
sale of LifeCare Holdings Inc.'s 27 hospitals, saying the private
equity-owned company can't pay potentially $24 million in taxes on
the deal.

The report related that Texas-based Lifecare -- owned by Carlyle
Group LP -- has received a $320 million credit bid for its assets
from lenders but the stalking horse bid is substantially higher
than the tax basis of the assets, resulting in a big tax bill that
the company concedes it can't cover, according to court documents.

                     About LifeCare Hospitals

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

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

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

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

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

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


LCI HOLDING: Patient Care Ombudsman Taps SAK as Advisor
-------------------------------------------------------
Suzanne Koenig, the patient care ombudsman for LCI Holding
Company, Inc. asks the the U.S. Bankruptcy Court for the District
of Delaware for permission to employ SAK Management Services, LLC,
as medical operations advisor.

The ombudsman relates that SAK specializes in the distressed
management of health care businesses and she is the president of
SAK.  The ombudsman requires the assistance of SAK to assist in
appropriately and adequately discharging her duties as ombudsman
in the cases.

SAK will, among other things:

   a) reviewing license and governmental permits;

   b) interview representatives of the Debtors, patients, family
members, staff or employees, as appropriate; and

   c) review various financial information, including, without
limitation, current financial statements, cash projections,
accounts receivable reports and accounts payable reports.

According to the ombudsman, the Debtors also agreed to pay SAK a
$100,000 advance payment retainer.  SAK would apply the retainer
as travel related expenses are incurred and would reflect any such
payments on fee applications.  At the end of the Ombudsman's
appointment, if any retainer monies remain, such monies would be
applied to any fees allowed by the Court or returned to the
Debtors, if there are any excess amounts.

SAK will bill the estates at these discounted hourly rates:

         Suzanne Koenig                $450
         Joyce Ciyou                   $400
         Patricia Higgins              $400
         Donna Iversen                 $400
         Mary Blyth                    $400
         Elise Gropper                 $400
         Jerry Harris                  $375
         Helen Colon                   $250

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

                          About LifeCare

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

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

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

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

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

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


LCI HOLDING: Replaces Young Conaway with Cole Schotz
----------------------------------------------------
LCI Holding Company, Inc., and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Cole, Schotz, Meisel, Forman & Leonard, P.A.,
as their conflicts counsel, nunc pro tunc to February 1, 2013.

The Debtors previously retained Young Conaway Stargatt & Taylor,
LLP, as their conflicts counsel, but elected to substitute Cole
Schotz for Young Conaway upon the move of David Hurst, Esq., from
Young Conaway to Cole Schotz in February.

Cole Schotz professionals will be paid the following hourly rates:
$365 to $785 for members and special counsel, $210 to $400 for
associates, and $165 to $245 for paralegals.  The primary
professionals who will take a lead role in representing the
Debtors are: David R. Hurst, Esq., to be paid $575 per hour,
Sanjay Bhatnagar, Esq., to be paid $345 per hour, and Pauline Z.
Ratkowiak, paralegal, to be paid $235 per hour.  The firm will
also be reimbursed for any necessary out-of-pocket expenses.

David R. Hurst, Esq., a member of Cole, Schotz, Meisel, Forman &
Leonard, P.A., assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors.  He disclosed that Young Conaway has received a $25,000
retainer from the Debtors.  To the extent that any portion of the
retainer remains after application to Young Conaway's outstanding
invoices, Young Conaway will transfer the balance of the retainer
to Cole Schotz.

The Debtors request that all notices, pleading, orders, complaints
and other documents served or required to be served in the case be
served upon:

         David R. Hurst, Esq.
         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
         500 Delaware Avenue, Suite 1410
         Wilmington, DE 19801
         Tel: (302) 652-3131
         Fax: (646) 563-7952
         E-mail: dhurst@coleschotz.com

                          About LifeCare

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

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

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

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

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

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


LEAGUE NOW: Consummates Reverse Merger with NYBD Holding
--------------------------------------------------------
League Now Holdings Corporation consummated a Share Exchange with
NYBD Holding, Inc., on March 4, 2013, pursuant to which the
holders of NYBD received 28,500,000 shares of League Now that had
been previously issued to third parties in exchange for 100% of
the issued and outstanding capital of NYBD.  A copy of the Share
Exchange Agreement is available at http://is.gd/8jBlup

It is the intention of management of League Now that this
transaction be treated as a "reverse merger" with NYBD treated as
the successor issuer to League Now for SEC reporting and
accounting purposes.

On March 1, 2013, the Company filed an Amendment to the Articles
of Incorporation changing the name of the company to NYBD Holding,
Inc.

The Company's board of directors agreed to sell its subsidiary,
Infiniti Systems Group, Inc., together with its operations and
assets, to the former officer and director of League Now Holdings
Corporation.  Under the terms of the sale, the purchasers agreed
to assume all associated debt as consideration.  As of Dec. 31,
2012, the liabilities of Infiniti Systems Group, Inc., exceeded
assets by $1,093,864 and for the year ended Dec. 31, 2012,
Infiniti Systems Group, Inc., incurred a loss of $168,244.

As a result of the Share Exchange Agreement and disposition of
Infiniti Systems Group, Inc., the operations of Registrant., will
consist entirely of the operations of NYBD Holding, Inc.

Under the terms of the Share Exchange, control of the Company was
transferred to the previous shareholders of NYBD Holding, Inc.,
and are held by Haim Yeffet, who now controls 28,500,000 shares of
the Company's common stock, representing approximately 50.1% of
the total issued and outstanding common stock.  Mr. Yeffet holds
no additional shares of the Company.

Under the terms of the Share Exchange, NYBD Holding were permitted
to nominate representatives to serve on the Board of Directors to
fill the seats vacated by prior directors.  Accordingly, John
Bianco resigned as an officer and director concurrent with the
appointment of the following individuals to the Board of Directors
and to serve in the capacities indicated until the next annual
meeting of shareholders:

Haim Yeffet - Chairman; President; Secretary; Director

Mr. Yeffet was born in 1950 in a kibbutz in the Galilee region of
Israel.  He served in a commando unit of the Israeli army.  In
1972, Mr. Yeffet opened his first restaurant in Israel named
"Mrs. Tops".  He emigrated to the United States in 1973 and opened
the first fast food kosher restaurant in Miami beach.  An avid
entrepreneur, Mr. Yeffet opened a convenience store in Hollywood
Beach and, in 1988, started a home construction business and
kosher restaurant in Sunnyland, Florida, and in 1992 he opened an
internet cafe and sandwich shop in South Beach.  He presently owns
a restaurant and bar in Coconut Grove, a kosher restaurant in
Miami beach and manages NYBD Holding, Inc.

Charles Neustein - Director

Mr. Neustein has been practicing law for over 40 years in Miami-
Dade County and has focused primarily on complex commercial
litigation, bankruptcy home foreclosures, and commercial
foreclosure actions in Miami-Dade County and throughout the State
of Florida.  He received is Juris Doctorate from Washington & Lee
University School of Law and his Bachelor of Arts from the
University of Miami.  He served as a Municipal Court Judge for the
City of North Miami Beach from 1975-1976.

Morty Etgar - Director

Mr. Etgar is a certified public accountant and, since 1994, has
managed his own practice in Florida where clients consists of a
variety of mid-size enterprises, including international entities,
foreign investors in the US, US investors and expanding operations
into foreign markets, real estate, and multiple location
wholesalers.  He is licensed as a CPA in Connecticut, Florida and
Israel.  He graduated with a B.SC. degree in Mathematics and
Physics from The Hebrew University in Jerusalem, received a degree
in accounting from Tel-Aviv University, and earned a Masters
Degree in Taxation from FIU in Florida.

Kenneth Wiedrich - Treasurer, Chief Financial Officer

Mr. Wiedrich served as Chief Financial Officer of Unico, Inc., a
mining operation based in San Diego, California, from 2007 until
2012.  Previously, he served as controller for Javelin Advisory
Group, Inc., a boutique financial advisory business where his
duties including managing the financial accounting and SEC
reporting for multiple small-cap public companies.  He has worked
as a financial professional and Chief Financial Officer for
several private companies over his career.  He received his
Bachelor of Science degree in Business from Northern State
University, South Dakota.

                         About League Now

Brecksville, Ohio-based League Now Holdings Corporation, through
its subsidiary, Infiniti Systems Group, Inc., provides technology
integration services to businesses in the midwestern United
States.

As reported in the TCR on April 23, 2012, Harris F. Rattray CPA,
in Pembroke Pines, Florida, expressed substantial doubt about
League Now's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditor noted that the Company has incurred
accumulated net losses of $207,200 and needs to raise
additional funds to meet its obligations and sustain its
operations.

The Company's balance sheet at Sept. 30, 2012, showed $1.59
million in total assets, $1.81 million in total liabilities and a
$217,959 total stockholders' deficiency.


LEUCADIA NATIONAL: Fitch Hikes LT Issuer Default Rating From 'BB'
-----------------------------------------------------------------
Fitch Ratings has upgraded the long-term IDR of Leucadia National
Corp. to 'BBB-' from 'BB'.  Concurrently, Fitch downgraded
Jefferies Group LLC's long-term Issuer Default Rating (IDR) and
short-term IDR to 'BBB-' and 'F3', respectively, from 'BBB' and
'F2'. The Outlooks on all ratings are Stable.

The rating actions follow the completion of the previously
announced merger between Leucadia and Jefferies. The ratings of
the two issuers have been equalized, as Jefferies is considered a
core subsidiary of Leucadia under Fitch's criteria 'Rating FI
Subsidiaries and Holding Companies'. This is based on Jefferies'
significance relative to Leucadia's equity and the likely role it
will play in the combined company's future strategic direction.

Key executive management will be shared by both firms although
each will retain a separate Board of Directors. Fitch believes
that management has discretion to move capital between Jefferies
and Leucadia, although that is not expected under normal market
conditions.

The ratings also reflect the operating parameters set out by
Jefferies and Leucadia management, including:

-- Maintaining Leucadia's debt-to-equity ratio below 0.5x,
    assuming Leucadia's two largest investments are fully
    impaired and the DTA is excluded from the calculation;

-- Maintaining Leucadia's ratio of minimum liquid assets to
    parent company debt below 1.0x;

-- Maintaining Leucadia's minimum cash and equivalents (including
    short-term U.S. Government and Agency securities) of at least
    10% of book value (excluding Jefferies); and

-- Limiting Leucadia's single largest investment to 20% of book
    value with all other investments limited to 10% of book value
    (both excluding Jefferies).

KEY RATING DRIVERS - JEFFERIES

In Fitch's view, Jefferies has become more exposed to the market
risk inherent in the other subsidiaries' investments at Leucadia.
Conversely, becoming a privately-owned company may help insulate
Jefferies from external market pressures similar to those
experienced in November 2011. Fitch believes that management's
interest would generally be aligned between Leucadia and
Jefferies, particularly now that the firms will be managed by
Jefferies' CEO and President.

Fitch would not expect Jefferies' core business strategies and
operations to be materially impacted by the ownership change,
although management's ability to balance time demands between
Jefferies and Leucadia will be an important consideration. Fitch's
rating view also incorporates an assumption that Jefferies will
continue to maintain its current liquidity, leverage and funding
profile post-transaction.

The conversion to private ownership and becoming a direct
subsidiary of Leucadia is expected to provide several tangible
financial benefits to Jefferies. For example, it allows Jefferies
to terminate the dividends on its common stock, which totaled
approximately $60 million per year. Furthermore, Jefferies will no
longer be required to make minority interest distributions to
Jefferies High Yield Holdings, which have totaled $110 million
over the last three fiscal years. Finally, Leucadia also will have
the ability to limit Jefferies' Federal income tax distributions
by utilizing the $4.7 billion of net operating losses available at
Leucadia.

KEY RATING DRIVERS - LEUCADIA

The upgrade of Leucadia's rating reflects Leucadia's highly liquid
and lowly leveraged balance sheet, which the new management team
from Jefferies has represented that it is committed to
maintaining. Additionally, a wholly owned Jefferies is expected to
add value to Leucadia in terms of deal flow and expertise.

Leucadia's ratings have been sensitive to succession issues in
recent years. The recent management changes, with Joseph Steinberg
remaining as Chairman and the introduction of the Jefferies
executive management team, alleviates these concerns in the near
to intermediate term. Key man risk continues to be an issue for
Jefferies, although Fitch recognizes that the company has executed
on a number of fronts to broaden and deepen its management team.

RATING SENSITIVITIES

Positive rating drivers over the longer-term would include
Leucadia's demonstrated commitment to a conservative liquidity
profile, limited investment concentrations and reduced leverage at
the parent company. For Jefferies, continued improvement in
profitability and compensation cost containment would contribute
to positive rating momentum over time. The integration between
Jefferies and Leucadia will play an important role in the longer-
term value and risk profile of the combined franchise, in Fitch's
view.

Jefferies' and Leucadia's ratings could be negatively impacted by
a material increase in leverage or a less conservative liquidity
and/or funding profile at either entity. Jefferies' leverage
remains at historically low levels and Fitch expects that over
time, if markets remain stable, it may increase modestly. Ratings
would also be negatively impacted if Fitch perceives the risks
taken in Leucadia's investment portfolio as increasing materially
from current levels. Fitch will continue to assess the ability of
Jefferies' management team to run both companies effectively.
Furthermore, the unanticipated departure of key executives at
either Jefferies or Leucadia could result in negative actions.

Jefferies, a Delaware-incorporated holding company, is a well-
established full-service investment bank and institutional
securities firm primarily serving middle-market clients and
investors. Its primary broker/dealer operating subsidiary,
Jefferies & Company, Inc., holds the vast majority of the firm's
consolidated assets and is regulated by the SEC. At Nov. 30, 2012,
Jefferies had U.S. GAAP total assets of $36.3 billion and
shareholders' equity of $3.4 billion (including non-controlling
interests).

Leucudia is a holding company, which operates similarly to a
closed-end alternative fund. It has roughly $9.3 billion in assets
and $6.8 billion in book equity. The company has been managed by
partners Ian Cumming and Joseph Steinberg since 1978.

Fitch has downgraded these ratings:

Jefferies Group LLC
-- Long-term IDR to 'BBB-' from 'BBB'; Outlook Stable;
-- Short-term IDR to 'F3' from 'F2';
-- Senior unsecured debt to 'BBB-' from 'BBB';
-- Short-term debt to 'F3' from 'F2';
-- Subordinated debt to 'BB' from 'BB+'.

Station Place Securitization Trust, Series 2012-1
-- Senior secured notes to 'BBB-' from 'BBB'.

Station Place Securitization Trust, Series 2013-1
-- Senior secured notes to 'BBB-' from 'BBB'.

Fitch has upgraded the following ratings:

Leucadia National Corp
-- Long-term IDR to 'BBB-' from 'BB'; Outlook Stable;
-- Senior unsecured debt to 'BBB-' from 'BB';
-- Senior Subordinated debt to 'BB+' from 'BB-'.

Leucadia's ratings have been removed from Rating Watch Positive.
The ratings of Jefferies, Station Place Securitization Trust,
series 2012-1 and Station Place Securitization Trust, series
2013-1 have been removed from Rating Watch Negative.


LEVEL 3: CEO James Crowe to Quit by End of 2013
-----------------------------------------------
Level 3 Communications, Inc., said that its chief executive
officer, James Q. Crowe, has informed the Board of Directors of
his intention to transition out of his position as CEO by the end
of 2013.  Consequently, the Board has formed a Transition Planning
Committee to assist it with the process of identifying and
selecting a new chief executive officer, and with the planning for
the leadership transition.  The timing of the transition is
subject to change at the Board's discretion in consultation with
Mr. Crowe.

"It has been a privilege to lead Level 3's incredibly talented
people through times of great challenge and great opportunity,"
said Crowe.  "I am extraordinarily proud of what we have
accomplished together.  For some time, the Board and I have been
considering CEO succession.  Given the company's financial and
operational strength, we have concluded that it is an appropriate
time to begin the transition to new leadership with new
perspectives.  With our unique global network, the industry's most
comprehensive portfolio of advanced IP/optical services and an
increasingly strong financial position, Level 3 is extraordinarily
well positioned to benefit from the worldwide explosion of voice,
data and video carried over the Internet.  For my part, I stand
ready to assist the Board in assuring that the transition is
successful and will offer my full support to my successor."

"The Board of Directors is committed to ensuring that, through
this process, we select the right CEO to follow Jim and to ensure
that we capitalize on the extraordinary opportunities ahead," said
Walter Scott, Jr., chairman of the Board of Level 3.  "On behalf
of the entire Level 3 organization, I want to thank Jim for his
visionary leadership, for his dedication and for all that he has
done to build Level from the ground up. It is no exaggeration to
say that, without Jim, there would be no Level 3."

                    About Level 3 Communications

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

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

                           *     *     *

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

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

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


LHC LLC: Seeks to Terminate Leaf Ice Centre Contract With CSCG
--------------------------------------------------------------
Months before filing for bankruptcy, LHC, LLC, fired Club Sporting
Consulting Group, Inc., as manager for its Leafs Ice Centre
facility but now wants to use provisions of the Bankruptcy Code to
formally terminate the contract.

Prepetition, Club Sporting assisted the Debtor in the operation of
Leafs Ice Centre pursuant to a Professional Management Services
Agreement dated June 16, 2012, and generated gross revenue of $3.1
million in 2012.  Due to serious issues relating to Club
Sporting's management of the Leafs Ice Centre, on Feb. 4, 2013,
the Debtor, acting under its newly reconstituted board of
directors, removed the firm from its management and operational
responsibilities.

The Debtor has replaced Club Sporting with Fairview Facilities
Management, LLC.  Under the new contract, Fairview is providing
improved management and support, and the Debtor expects to realize
substantial savings from the operations of Leafs Ice Centre.

Accordingly, the Club Sporting contract is of no value to the
Debtor and its estate and is an unnecessary component of the
Debtor's reorganization.  The Debtor seeks to reject the Club
Sporting contract pursuant to Sec. 365 of the Bankruptcy Coded.
After entry of the rejection order, Club Sporting will have 30
days to file a claim for rejection damages, if any.

                           About LHC LLC

LHC, LLC owns and operates a multiple sheet ice rink facility
commonly known as the "Leafs Ice Centre" at 801 Wesemann Drive,
West Dundee, Illinois.  The facility was constructed in 2007 using
proceeds from the sale of sports facility revenue bonds by the
Illinois Finance Authority.

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


LHC LLC: Wants Discovery of Club Sporting, Proposed Receiver
------------------------------------------------------------
LHC, LLC, asks for authority from the Bankruptcy Court to conduct
discovery of various third parties relating to the Debtor's
assets, liabilities, financial affairs and issues in the Chapter
11 case.

Club Sporting Consulting Group, Inc., previously operated the
Debtor's ice rink facility but has been with Fairview Facilities
Management, LLC, in February 2013 due to certain issues.

The Debtor now wants to conduct discovery of Club Sporting, and
Club Sporting's Don LaPato and Hailey Kenny, Cordes & Company,
among other people.

Prepetition, Club Sporting assisted the Debtor in the operation of
Leafs Ice Centre pursuant to a Professional Management Services
Agreement dated June 16, 2012, and generated gross revenue of $3.1
million in 2012.

In December 2012, Wells Fargo Bank, N.A., as successor bond
trustee under the bonds issued to finance construction of Leafs
Ice Centre, commenced a foreclosure against the Debtor in the
Circuit Court of the Sixteenth Judicial Circuit, Kane County,
Illinois.  The parties were engaged in negotiations.  Wells Fargo
terminated the forbearance discussions in February when Wells
Fargo informed the Debtor that it would proceed with the hearing
on the appointment of Cordes & Company as receiver on Feb. 25.
This decision by the lender triggered the filing of the Chapter 11
case.

The Debtor told the Bankruptcy Court that Club Sporting, Cordes
and others have possession of relevant information and documents.

The Debtor said in the footnote to its court filing that Wells
Fargo initially suggested to the Debtor that Cordes could serve as
a mediator.  Then, upon the filing of the foreclosure, the lender
sought to have Cordes appointed as receiver.  Then, during
forbearance negotiations with the Debtor after the filing of the
foreclosure, the Lender sought to have Cordes serve as "overseer."
Ultimately, the lender's counsel retained Cordes as its forensic
accountant.  The Debtor has been providing Cordes with access to
its facility and records over the last week.  Cordes has also
obtained information and documents concerning the Debtor from
third parties.

                           About LHC LLC

LHC, LLC owns and operates a multiple sheet ice rink facility
commonly known as the "Leafs Ice Centre" at 801 Wesemann Drive,
West Dundee, Illinois.  The facility was constructed in 2007 using
proceeds from the sale of sports facility revenue bonds by the
Illinois Finance Authority.

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


LHC LLC: Seeks to Use Wells Fargo's Cash Collateral
---------------------------------------------------
LHC, LLC, seeks approval from the Bankruptcy Court to use cash
that allegedly serves as collateral for claims asserted by Wells
Fargo Bank, N.A., as indenture trustee for bonds used to finance
the construction of the Debtor's Leafs Ice Centre.

The Debtor says it generates more than sufficient cash flow to
cover all operating, management and other expenses relating to its
business.

The Debtor submitted cash flow projections for the period March
through April.  The Debtor says that use of cash collateral will
permit it to sustain business operations and reorganize its
financial affairs through the implementation of a successful plan
of reorganization.

The Debtor says it will provide adequate protection to Wells Fargo
in the form of sufficient cash reserves for the payment of
postpetition real estate taxes, and replacement liens, among other
things.

                           About LHC LLC

LHC, LLC owns and operates a multiple sheet ice rink facility
commonly known as the "Leafs Ice Centre" at 801 Wesemann Drive,
West Dundee, Illinois.  The facility was constructed in 2007 using
proceeds from the sale of sports facility revenue bonds by the
Illinois Finance Authority.

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


LITHIUM TECHNOLOGY: Cortis Capital Chairman Appointed to Board
--------------------------------------------------------------
The board of directors of Lithium Technology Corporation, pursuant
to Section 3.1 of the Company's bylaws, which authorizes the
remaining duly sitting Board members to fill vacancies on the
Board, unanimously appointed Graham Norton-Standen to the Board.
Additionally, the Board unanimously appointed Mr. Norton-Standen
to serve as the chairman of the Board, to serve until his
successor has been duly appointed and qualified.

Mr. Norton-Standen, age 55, currently serves as a managing partner
of VRDT Corporation, chairman of Cortis Capital LLP, and managing
partner of Applied Intelligence Resource.

Mr. Norton-Standen's experience as a board member and chairman for
other entities led the Company to conclude that he was qualified
to serve as a director of the Company.

The board now consists of the following board members:

   * Graham Norton-Standen (Chairman)
   * Hugorinus C. Nujit
   * Martin Koster (CEO)
   * William (Bill) Armstrong
   * Clemens Eppo Marie van Nispen tot Severear

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                           Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LODGENET INTERACTIVE: Wins Confirmation of Prepack Plan
-------------------------------------------------------
A U.S. bankruptcy judge in New York approving the prepackaged
Chapter 11 plan for LodgeNet Interactive Corp.

Before the Chapter 11 filing, the plan was accepted by affected
creditors.  Colony Capital LLC is the leader of a group investing
$60 million and taking ownership under the plan.  Unsecured
creditors are being paid in full, according to Bloomberg News.

Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Thursday gave LodgeNet the go-ahead to
implement its Chapter 11 plan, including a strategic partnership
with DirecTV Group Inc., overruling opponents who tried to stand
in the way of the company's takeover by private real estate
investment firm Colony Capital LLC.

The BLaw report related that U.S. Bankruptcy Judge Shelley C.
Chapman's approval allows Los Angeles-based Colony to enter into a
deal with DirecTV to make LodgeNet and DirecTV strategic partners
in the hospitality and health care markets.

                         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.


MF GLOBAL: Chapter 11 Trustee Files Cash Collateral Budgets
-----------------------------------------------------------
Pursuant to the Final Cash Collateral Order, Louis Freeh, the
Chapter 11 trustee for MF Global Holdings Ltd. and its debtor
affiliates submitted to Judge Martin Glenn of the U.S. Bankruptcy
Court for the Southern District of New York cash collateral
budgets approved in February 2013.

The Chapter 11 trustee expected to have $9 million in cash
available for use for the week ending March 15, 2013, and $8.97
million for the week ending March 22, 2013.  Schedules of the Cash
Collateral Forecast are available for free at http://is.gd/xl1EuV

                         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.


MONITRONICS INT'L: Debt Amendments No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's Investor Service said that Monitronics International
Inc.'s proposed amendment to its credit facility has no impact on
ratings or the stable ratings outlook (B2 CFR); however, the
amendment is credit positive as it aims to reduce pricing on the
term loans and extend the maturity date on the revolver.

Monitronics International Inc. provides alarm monitoring services
to more than 800,000 residential and commercial customers. Annual
revenues approximate $350 million. Monitronics is owned by Ascent
Capital Group, Inc. (ticker: ASCMA).


NANA DEVELOPMENT: Moody's Rates Secured Notes and Term Loan 'B3'
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to NANA
Development Corporation's proposed $275 million senior secured
notes due 2019 and $100 million senior secured term loan due 2018.
The B3 corporate family rating has been affirmed. Moody's did not
rate the company's proposed $125 million ABL facility. The ratings
outlook remains negative.

Proceeds from the new issue of senior secured notes and term loan
combined with borrowings under the company's proposed ABL are
expected to be used to refinance the company's existing first lien
and second lien term loans.

Ratings assigned:

$275 million senior secured notes due 2019, B3 (LGD-4, 58%)

$100 million term loan due 2018, B3 (LGD-4, 58%)

Ratings affirmed:

Corporate Family Rating, B3

Probability of Default, B3-PD

The following ratings will be withdrawn upon the close of the
transaction:

$175 million ($162 million outstanding) first lien term loan due
2016, B1 (LGD-3, 32%)

$260 million ($241 million outstanding) second lien term loan due
2016, Caa1 (LGD-5, 70%)

Upon conclusion of the proposed transaction, ratings for NANA's
existing first and second lien term loans will be withdrawn. The
proposed senior notes and term loan ratings have been assigned
subject to Moody's review of final documentation following
completion of the proposed transaction.

Ratings Rationale:

The affirmation of the B3 CFR is supported by the moderate
improvement to the company's liquidity profile as a result of the
proposed transaction, including increased covenant headroom under
the proposed facilities (activated if revolver availability falls
below a minimum threshold), an extended debt maturity profile and
moderately lower principal amortization payments than under the
existing debt structure.

The outlook remains negative because of uncertainty over the
impact of defense budget cuts in the company's largest business
segment, Federal Contract Services and continued delays in large
projects on Alaska's North Slope included in the company's
Oilfield & Mining Support segment. In addition, the company's
internally generated free cash flow generation combined with
expected royalty contributions are expected to moderately cover
$20 million of amortization payments as well as dividends expected
to be paid to its parent, NANA Regional Corporation, Inc.
inclusive of general and administrative cost reimbursements.

NANA's credit metrics are expected to be in line with the rating
category including debt/EBITDA trending towards 5.5x and
EBIT/interest coverage of slightly over 1.0 times over the next
year, on a Moody's adjusted basis. The B3 rating also reflects the
volatility in the company's cash flow that could result from
changes in commodity prices affecting its Oilfield & Mining
Support segment and variability in proceeds from Red Dog Mine-
related royalty contributions. The company's low margins, recent
operating challenges within its Oilfield Mining & Support segment
and weak free cash flow generation also constrain its ratings.

At the same time, the rating reflects the benefits derived from
the diversity of the portfolio of businesses the company operates
and long-term relationships with the Department of Defense, Teck
Resources (operator of the Red Dog Mine) and high credit quality
customer base in the Oil & Gas sector are also factored in the
ratings. Moody's expects revenues and overall margins to
moderately increase over the intermediate term as continued growth
in the Oilfield and Mining Support segment, primarily the
company's work in the Gulf Coast region, serves to offset slower
than expected growth in the Federal Contract Services segment as a
result of overall fiscal budget austerity measures. In addition,
savings derived from cost cutting efforts including consolidating
administrative functions over the last year should moderately
contribute to an improvement in EBITDA margins, offsetting some of
the expected pressure on gross margins in the Federal Service
segment.

The ratings are also supported by expected continued equity
contributions from NRC. NRC is NANA's ultimate parent but a non-
guarantor of NANA's debts. NRC receives royalty proceeds from its
Red Dog Mine ownership. Those royalty proceeds are subsequently
down-streamed to NANA through an equity contribution agreement.
While the amount of cash generated from the mine is susceptible to
variations in prices for zinc and output from the mine, Moody's
expects royalty contributions will continue to be a meaningful
source of income to service debt and fund business growth.
Separately, NANA's credit agreements benefit from the restriction
in the size of dividends up-streamed to NRC.

Downward rating momentum would develop if the company is not
successful in executing on the proposed refinancing that is
expected to benefit its liquidity profile. In addition, continued
low or negative free cash flow generation (after dividends) and/or
any weakening of the company's liquidity profile post the proposed
refinancing could also exert downward pressure on ratings.

Stabilization of the outlook would be predicated on the
expectation that the company's free cash flow generation and
proceeds from royalty contributions received would comfortably
cover expected cash uses. Upward rating momentum, not currently
anticipated, would depend on debt/EBITDA approaching 4.0x on a
sustained basis and free cash flow to debt in the high to mid-
single digit percentage range.

The principal methodology used in this rating was the Global
Aerospace and Defense Industry Methodology published in June 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.

NANA Development Corporation maintains an investment portfolio of
various business segments including contract services,
hospitality/tourism, management services and oilfield and mining
services. One of NANA's main objectives is to invest in businesses
that create long-term job growth for the Inupiat community. NANA's
last twelve months ended December 31, 2012 revenues totaled $1.6
billion. NANA is the business arm of NANA Regional Corporation.
NRC was formed as one of the 13 Native Corporations that followed
the Alaskan Native Claims Settlement Act. NRC has land surface and
subsurface rights of 2.3 million acres in Northwest Alaska. NRC is
owned by over 12,500 members of the Inupiat community.


NANA DEVELOPMENT: S&P Rates Proposed Notes and Term Loan 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to NANA Development Corp.'s proposed $275 million senior
secured notes and $100 million term loan.  The recovery rating is
'3', indicating S&P's expectation of meaningful recovery (50%-70%)
in a default scenario.

In addition, the transaction also includes a new $125 million
asset-based loan (ABL) facility (not rated), which represents a
$40 million increase to NANA's existing revolving credit facility,
with a $20 million sublimit for the issuance of letters of credit.
S&P expects NANA to have $65 million outstanding under the new ABL
facility at close of the transaction.

NANA will use the proceeds from the proposed transaction mostly to
repay and replace its existing ABL, and pay down the amount
outstanding on its existing first- and second-lien term loans.

The 'B+' corporate credit and existing issue-level ratings remain
on CreditWatch with negative implications, reflecting S&P's view
of greater prospects for diminished covenant headroom under its
existing secured total leverage covenant over the next 12 months.
S&P expects to remove the ratings from CreditWatch and assign a
stable outlook upon the successful completion of the transaction,
reflecting the removal of near-term covenant-related risks and an
extended maturity profile.  There is a springing fixed-charge
coverage and minimum EBIT test under the ABL facility if
availability falls below $25 million.  However, S&P expects
availability to exceed the threshold during the next 12 months
given its expectation of positive free operating cash flow
generation.

The ratings S&P assigned to the proposed senior secured notes and
term loan are subject to receipt of final documentation.

(Privately held NANA does not publicly release financial
statements.)

RATINGS LIST

NANA Development Corp.
Corporate Credit Rating      B+/Watch Neg/--

New Ratings

NANA Development Corp.
Senior Secured
  $275 mil sr secd notes      B+
   Recovery Rating            3
  $100 mil term loan          B+
   Recovery Rating            3


NEAL DAVID ELINOFF: Lulu City Plan Objection Overruled
------------------------------------------------------
Neal David Elinoff, the owner of a condominium in Telluride,
Colorado, removed an impediment to confirmation of his Chapter 11
exit plan after Bankruptcy Judge Michael E. Romero overruled
objections lodged by Lulu City Condominium Association, Inc.
Judge Romero, however, did not gave his approval to the plan yet.
Instead, he granted the Debtor leave to file an affidavit in
support of confirmation of the Amended Chapter 11 Plan within two
weeks.  The Court will review the matter for confirmation
following submission of the affidavit.

Lulu City is the homeowner association for the Condominium
pursuant to the Amended and Restated Declaration recorded Oct. 16,
2006.  The Debtor granted a first deed of trust against the
Condominium in favor of Bank of America, securing a promissory
note in the original principal amount of $374,500.  The Debtor
granted a second deed of trust against the Condominium in favor of
JPMorgan Chase Bank, N.A. securing a promissory note in the
original principal amount of $75,000. The parties stipulated the
value of the Condominium does not exceed the amounts owed to the
holders of the first and second deeds of trust.

On July 20, 2007, Lulu City levied a special assessment for a
remodel of its common elements.  All owners were given the option
of either paying their respective share of special assessment in
cash or having Lulu City pay the special assessment for them using
an association bank loan.  The Debtor chose the latter option, and
the association bank loan paid the Debtor's entire $69,397 share
of the special assessment in full.

As a result, the parties entered into an Agreement for Association
Financing of Special Assessment Lulu City Condominium Association,
Inc., and the "Principal Amount Financed" totaled $69,397.  The
Agreement was drafted by Diane Wolfson, association counsel for
Lulu City and owner/controller of the association management
company for Lulu City.  The Agreement was executed by the Debtor
and recorded in the real property records of San Miguel County on
November 8, 2007.

More than two years later, Lulu City recorded a document entitled
Release of Association Lien Created by Loan Agreement in the real
property records.  From 2007 through the date of filing for
bankruptcy relief, the Debtor paid the monthly amounts due under
the Agreement.

Lulu City filed Proof of Claim No. 28 asserting a secured claim
for pre-petition assessments owed by the Debtor in the total
amount of $7,042.

The Debtor's Amended Chapter 11 Plan provides for the treatment of
Lulu City's claim in Class 9, proposing any claim of Lulu City
arising from the Agreement is an unsecured claim to be treated
under Class 13 of the Plan.  Class 13 provides allowed claims of
unsecured creditors of the Debtor shall receive pro rata share of
distributions from a general claims fund after payment in full of
allowed administrative and unsecured tax claims.

Objections to confirmation of the Amended Plan were filed by five
creditors, but Lulu City's objection is the only remaining
unresolved objection to confirmation.  Lulu City disputes the
proposed treatment of its claim and asserts the special assessment
is a statutory lien which continues against the Condominium.  The
Amended Plan recognizes the instant dispute, providing for
alternative treatment of Lulu City's claim. If the obligation
arising under the Agreement is determined to be unsecured the
Debtor will retain the Condominium, and any outstanding regular
monthly assessments will be paid on the effective date. If the
Condominium is determined to still be encumbered by the obligation
under the Agreement, the Amended Plan proposes to surrender the
Condominium to the holders of the Class 7, 8 and 9 claims.

Lulu City's Objection to confirmation of the Amended Plan raised
several other issues. However, Lulu City later stipulated the
issues raised in the Objection are limited to only the nature and
extent of the Class 9 Claim and the amount of its administrative
claim, if any. Lulu City expressly waived all other objections to
confirmation previously raised in the filed Objection.5

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

Neal David Elinoff -- ods Elinoff Gallery Inc., dba Elinoff & Co.,
fmem LSMFT, LLC, and dba Neal Elinoff Real Estate -- owns real
property located at 280 South Mahoney Drive, #6H, in Telluride,
Colorado.  He filed a Chapter 11 bankruptcy petition (Bankr. D.
Colo. Case No. 10-31659) on Aug. 25, 2010.  Judge Michael E.
Romero oversees the case.  The Law Office of Bonnie Bell Bond,
Esq. -- bonnie@bellbondlaw.com -- serves as the Debtor's counsel.
The Debtor scheduled assets of $3,797,948 and liabilities of
$5,453,941 in his petition.  A list of the Debtor's 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/cob10-31659.pdf


NICHOLAS INNERBICHLER: 10th Cir. Affirms Ruling on Gambling Debt
----------------------------------------------------------------
Adamar of New Jersey, Inc., a company that owns the Tropicana
casino in Atlantic City, New Jersey, appeals the bankruptcy
court's order finding that a gambling debt incurred by Nicholas
Raymond Innerbichler was dischargeable.  In its findings of fact
and conclusions of law entered after a two-day trial, the
bankruptcy court held that Adamar had failed to prove that Mr.
Innerbichler's debt was obtained by fraud under 11 U.S.C. Sec.
523(a)(2)(A).  The bankruptcy court entered judgment for Mr.
Innerbichler on April 13, 2012, and Adamar timely appealed.  The
Debtor cross-appealed, arguing that the bankruptcy court erred in
failing to award him fees under Sec. 523(d).  Finding no error by
the bankruptcy court, the United States Bankruptcy Appellate
Panel, Tenth Circuit affirmed.

"We are not persuaded that the bankruptcy court committed
reversible error," said Hon. Honorable Howard R. Tallman, U.S.
Judge, United States Bankruptcy Court for the District of
Colorado, sitting by designation.  Judge Tallman wrote the opinion
for the three-judge panel.

Mr. Innerbichler had been gambling in Atlantic City casinos,
including the Tropicana, since at least 1992.  In 2003 he sold his
business, TAMSCO, for $68 million, and received approximately half
of that amount as a 49% owner of the business.  In August 2003,
Mr. Innerbichler filled out a credit application with Adamar in
which he listed his income as $250,000 per year and his assets at
$30 million.  Adamar reviewed his credit at that time, and again
in January and July of 2004.  Prior to January 2005, he had always
paid his debts to Adamar.  Between January 21 and January 23,
2005, Mr. Innerbichler signed markers with Adamar for a total
amount of $550,000.  The markers bore the legend, "I represent
that I have received cash for the above amount and that said
amount is on deposit in said bank or trust company in my name. It
is clear from all claims and is subject to this check." When
Adamar subsequently presented the markers to Mr. Innerbichler's
bank for payment in March 2005, it learned that Mr. Innerbichler
had stopped payment on them.  Adamar obtained a judgment for
$399,936.99 against Mr. Innerbichler in New Jersey state court in
July 2006.

Mr. Innerbichler paid Adamar $160,000 in partial satisfaction of
the judgment before filing for Chapter 11 bankruptcy in June 2009.
Shortly thereafter, Adamar filed its complaint under Sec.
523(a)(2)(A), objecting to discharge of the debt that remained
outstanding.  Mr. Innerbichler's case was converted to one under
Chapter 7 on January 6, 2011.  After a trial on the merits in
April 2011, the bankruptcy court held that the gambling debt was
dischargeable, but did not award Mr. Innerbichler costs and
reasonable attorney's fees for the proceeding as permitted under
Sec. 523(d).  Both parties appealed the bankruptcy court's
decision to the Tenth Court.

The case is, ADAMAR OF NEW JERSEY, INC., Plaintiff-Appellant-
Cross-Appellee, v. NICHOLAS RAYMOND INNERBICHLER, Defendant-
Appellee-Cross-Appellant, BAP Nos. NM-12-032, NM-12-038 (10th Cir.
BAP).  A copy of the Tenth Circuit's Feb. 25, 2013 Opinion is
available at http://is.gd/d9x6l3from Leagle.com.

                   About Tropicana Entertainment

Las Vegas, Nevada-based Tropicana Entertainment Inc., along with
its affiliates, owns or operates nine casinos and resorts in
Indiana, Louisiana, Mississippi, Nevada and New Jersey.  The
Company owns a development property in Aruba.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection (Bankr. D. Del. Case No. 08-10856) on May 5,
2008.  Kirkland & Ellis LLP and Richards Layton & Finger,
represent the Debtors in their restructuring efforts.  Lazard Ltd.
served as financial advisor and Kurtzman Carson Consultants LLC
served as notice, claims, and balloting agent.  Epiq Bankruptcy
Solutions LLC served as the Debtors' Web site administration
agent.  AlixPartners LLP served as the Debtors' restructuring
advisor.  Stroock & Stroock & Lavan LLP and Morris Nichols Arsht &
Tunnell LLP represented the Official Committee of Unsecured
Creditors.  Capstone Advisory Group LLC served as financial
advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation of a reorganization plan in May 2009.

Effective March 31, 2010, Tropicana emerged from the Chapter 11
reorganization process as an Carl Icahn-owned entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, obtained approval of a
separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 09-20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of investors-led by Carl Icahn.  Judge Judith H. Wizmur
presides over the New Jersey cases.  Manchester Mall was a wholly
owned subsidiary of Adamar that owns and operates certain real
property utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC served as
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Adamar of New Jersey and Manchester Mall later merged into Adamar
of NJ In Liquidation LLC.  The merger and name change was in
accordance with an Amended and Restated Purchase Agreement, which
governs the sale and transfer of the operations of the Tropicana
Casino and Resort - Atlantic City, including substantially all of
the New Jersey Debtors' assets, to Tropicana Entertainment Inc.,
Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free
and clear of any and all liens, claims and encumbrances.


ORCHARD SUPPLY: Moody's Cuts CFR to Caa2; Outlook Stays Negative
----------------------------------------------------------------
Moody's Investors Service lowered Orchard Supply Hardware Stores
Corp's Corporate Family Rating to Caa2 from Caa1. The Caa2 rating
assigned to the company's secured term loan was affirmed. The
rating outlook remains negative.

The following ratings were lowered:

Corporate Family Rating to Caa2 from Caa1

Probability of Default Rating to Caa2-PD from Caa1-PD

The following ratings were affirmed:

Senior Secured Term Loan due 2013 at Caa2 (LGD 4, 61%)

Senior Secured Term Loan due 2015 at Caa2 (LGD 4, 61%)

Ratings Rationale:

The downgrade reflects very weak credit metrics (Moody's adjusted
Debt/EBITDA over 8 times) and the company's lack of meaningful
progress in addressing the upcoming maturity of its $55 million
secured term loan due in December 2013. While OSH has adequate
near term sources of liquidity, with cash and available credit of
$40 million as of February 2013, the company has obtained a waiver
from its term loan lenders related to the leverage ratio covenant
for the fiscal quarters ending February 2, 2013 and the quarter
ending May 4, 2013, it will need to test this covenant as of
August 3, 2013 and a further waiver will likely be required.

Absent an extension of the December 2013 term loan tranche, the
company's Senior Secured asset-based revolver will come due 90
days prior to the maturity of this facility. Given the pending
events that could pressure liquidity in the second part of 2013
Moody's believes the probability of a default, including by way of
a transaction that Moody's would deem a distressed exchange, has
risen.

The rating outlook is negative. Ratings could be lowered if the
company were unable to make meaningful progress addressing its
late 2013 debt maturities or if the probability of a default were
to otherwise increase.

Ratings could be upgraded if the company were to make progress
extending its debt maturity profile, while also demonstrating
positive trends in operating performance which would be evidenced
by positive same store sales and improved operating margins.

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.

Orchard Supply Hardware Stores Corporation, headquartered in San
Jose, California, is a neighborhood hardware and garden store
focused on paint, repair and the backyard. As of February 2, 2013
the Company had 89 stores in California.


ORMET CORP: Proposes Evercore Group as Investment Banker
--------------------------------------------------------
Ormet Corporation and its affiliates seek Court approval to hire
Evercore Group L.L.C. as financial advisor and investment banker,
nunc pro tunc to the Petition Date.

Since August 2012, Evercore provided extensive services to the
Debtors in preparation for the Debtors' restructuring efforts,
including conducting comprehensive solicitation processes for
potential purchasers and/or investors in the Debtors.  Evercore
received payments totaling $700,000 and expense reimbursements of
$27,400 prepetition within one year prior to the bankruptcy
filing.  It is not owed anything for work provided prepetition.

Postpetition, Evercore has agreed to render these services:

  (a) Reviewing and analyzing the Debtors' business, operations
      and financial projections;

  (b) Advising and assisting the Debtors in a restructuring,
      financing and/or sale transaction, if the Debtors determine
      to undertake such a transaction;

  (c) Providing financial advice in developing and implementing a
      Restructuring;

  (d) If the Debtors pursue a financing, assisting the Debtors in
      structuring and effecting a financing, identifying potential
      Investors and, at the Debtors' request, contacting such
      investors, and working with the Debtors m negotiating with
      potential investors; and,

  (e) If the Debtors pursue a sale, assisting the Debtors in
      structuring and effecting a sale, identifying interested
      parties and/or potential acquirers and, at the Debtors'
      request, contacting such interested parties and/or potential
      acquirors, and advising the Debtors in connection with
      negotiations with potential interested parties and/or
      acquirors and aiding in the consummation of a sale
      transaction.

The Debtors have agreed to pay the firm in accordance with this
fee and expense structure:

  (1) Monthly Fee: $100,000 per month.

  (2) Restructuring Fee: $3 million upon consummation of any
      Restructuring.

  (3) Sale Fee: $3 million upon consummation of any sale.

  (4) Financing Fee: Upon consummation of any financing, 1.0% of
      senior secured facilities including debtor-in-possession
      financing, 2.0% of junior secured and senior unsecured debt;
      3.0% of mezzanine and subordinated debt and 5.0% of
      equity and equity-linked securities and obligations.
      However, there is no financing fee for financing funded by
      Wayzata Investment Partners or their affiliates, or any
      current shareholder of the Company or its affiliates.

  (5) Multiple Fees: Evercore is not entitled to both a
      Restructuring Fee and a Sale Fee in connection with a single
      transaction or single series of transactions.  But
      otherwise, more than one fee and more than one of each fee
      may be due.  For example, Financing Fees may be in addition
      to a Sale Fee or Restructuring Fee on account of the same
      transaction.

  (6) Credits: $25,000 of each Monthly Fee and 50% of any
      Financing Fee will be credited once against any
      Restructuring Fee or Sale Fee. Crediting applies without
      duplication and only to the extent that the all fees due
      Evercore are fully paid and finally approved.

  (7) Expenses: The Debtors will reimburse Evercore for its
      reasonable and documented expenses, including the reasonable
      fees, disbursements and other charges of Evercore's counsel
      (without the requirement that the retention of such
      counsel be approved by the Bankruptcy Court).

A hearing on the application is slated for March 20.  Objections
are due March 13.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

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

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

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


ORMET CORP: Hiring Dinsmore as General Bankruptcy Counsel
---------------------------------------------------------
Ormet Corporation and its affiliates filed papers with the
Bankruptcy Court seeking approval to hire Dinsmore & Shohl LLP as
their general bankruptcy counsel, nunc pro tunc to the Petition
Date.

For professional services, Dinsmore's fees are based upon the
standard hourly rates of professionals and paraprofessionals.
Presently, the firm's current hourly rates range from $225 to $850
for partners, $140 to $575 for of counsel, $140 to $350 for
associates, and $125 to $230 for paralegals.

Dinsmore has represented the Debtors on various matters for
several years and has become generally familiar with the Debtors'
debt and capital structure and business affairs.

Since its engagement, the firm has received payments of $1.354
million for prepetition services and expenses incurred for or on
behalf of the Debtors in connection with the preparation and
commencement of the Chapter 11 proceedings and other matters,
including $812,000 during the 90 days immediately preceding the
Petition Date.

Dinsmore has performed its legal services under a general
retainer.  The balance in the retainer after applying payment of
prepetition services is $235,000.

A hearing on the application is slated for March 20.  Objections
are due March 13.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

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

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

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


ORMET CORP: Morris Nichols to Serve as Delaware Counsel
-------------------------------------------------------
Ormet Corporation and its affiliates seek the Court's authority to
employ Morris, Nichols, Arsht & Tunnell LLP as Delaware bankruptcy
co-counsel, nunc pro tunc to the Petition Date.

Prepetition, on Dec. 2, 2012, the Debtors engaged Morris Nichols.
Morris Nichols was paid amounts totaling $62,400 in connection
with pre-petition advice, services, and expenses regarding
financial restructuring, including, inter alia, the preparation
and filing of the chapter 11 cases.  As of the Petition Date,
Morris Nichols held a balance of $80,000 as an advance payment for
services to be rendered and expenses to be incurred in connection
with its representation of the Debtors.

The Debtors believe the services of Morris Nichols postpetition
are necessary to enable them to faithfully execute their duties as
debtors in possession.

Subject to Court approval, the Debtors propose to pay Morris
Nichols its customary hourly rates in effect from time to time as
set forth herein, plus reimbursement of actual, necessary expenses
incurred by Morris Nichols on the Debtors' behalf.

Morris Nichols' current hourly rates are:

   Category                Hourly Rate
   --------                -----------
   Partners                $525 to $820
   Associates              $330 to $500
   Paraprofessionals       $225 to $285
   Case Clerks                 $145

A hearing on the application is slated for March 20.  Objections
are due March 13.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

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

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

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


PACIFIC PARK: Foreclosure Action Gets Go Signal From Dist. Court
----------------------------------------------------------------
Chief District Judge Anthony Ishii upheld a lower court order that
refused to halt an automatic stay relief order that allows U.S.
Bank N.A. to proceed with a foreclosure action against Pacifica
Park Apartments LLC, a copy of which March 1, 2013 ruling is
available at http://is.gd/uAzUcgfrom Leagle.com.

The appellate case is captioned as PACIFICA PARK APARTMENTS, LLC,
Appellant, v. U.S. BANK NATIONAL ASSOCIATION, Appellee. Case
No. CIV-F-13-0164 (AWI)(E.D. Calif.)  The issue on appeal are two
specific and limited decisions -- automatic stay relief and cash
collateral use -- by Bankruptcy Judge Richard Lee.

Pacifica Park, dba Citrus Plaza Shopping Center, filed for a
voluntary Chapter 11 petition on Dec. 6, 2012 (Bankr. E.D. Cal.
Case No. 12-60039).  The Debtor was represented by Marcus A.
Torigian, Esq. -- Marcus@torigianlaw.com -- with offices at 2033
S. Court St, in Visalia, California.  The entire bankruptcy case
was dismissed on Jan. 31, 2013.

When Pacifica Park filed for bankruptcy, it listed an interest in
the Citrus Plaza Shopping Center in Exeter, California.  U.S.
Bank, as a secured creditor and who also has interest in the
Property, sought a stay modification to allow foreclosure on the
Property.  The Debtor also sought court authority to use cash
collateral.  Judge Lee denied the Debtor's request and granted
U.S. Bank's stay motion.  Subsequently, at the Debtor's request,
Judge Lee also denied a stay of the U.S. Bank Stay Relief order
pending the Debtor's appeal.

Judge Ishii agreed with the bankruptcy court's finding that the
"subsequent dismissal of the overall bankruptcy case independently
ended the automatic stay for all of Pacifica Park's assets,
including the property."


PHILADELPHIA ENERGY: S&P Assigns 'B+' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Philadelphia, Pa.-based Philadelphia Energy
Solutions Refining and Marketing LLC (PES).  The outlook is
stable.

At the same time, S&P assigned its 'BB-' issue-level rating (one
notch higher than the corporate credit rating) to PES' proposed
$500 million term loan B due 2018.  S&P assigned a '2' recovery
rating to the debt, indicating its expectation of substantial (70%
to 90%) recovery if a payment default occurs.

The ratings on PES reflect the company's "weak" business risk and
"aggressive" financial risk profiles.  Credit factors that
influence the rating include the company's concentrated asset
base, management's lack of a track record in operating the
refinery complex, and its participation in the competitive and
highly volatile refining industry.

"The ratings also reflect PES' relatively low leverage and
moderate size, scale and complexity," said Standard & Poor's
credit analyst Nora Pickens.

PES, a joint venture between The Carlyle Group and Sunoco Inc.,
acquired the 335,000 barrel per day (bpd) refinery complex in
September 2012.  Sunoco put the asset up for sale in 2011
following several years of poor financial results.  Under terms of
the deal, Carlyle paid $175 million and Sunoco contributed the
refinery to PES in exchange for a one-third nonoperating ownership
interest.  Carlyle owns the remaining two-thirds and maintains a
majority voting position on the company's board of directors.

"The stable outlook reflects our expectation that PES will
maintain adequate liquidity and that fundamentals, particularly
benchmark crack spreads, will remain supportive for PES to
maintain credit measures commensurate with the rating.  We could
lower the rating if industry conditions weaken materially or if
the company has unplanned downtime such that financial performance
deteriorates leading to total debt to EBITDA above 3.5x-4.0x.
Given PES' concentrated geographic and asset position, we view an
upgrade as unlikely.  However, we could consider it if the company
improves its business risk profile by increasing the size and
diversity of its refining assets, or diversifies its cash flow
into more stable sources such as logistics assets," S&P said.


READER'S DIGEST: Wants to Employ Evercore as Investment Banker
--------------------------------------------------------------
RDA Holding Co. and its affiliates ask the Bankruptcy Court for
authority to employ Evercore Group L.L.C., as investment bankers.

Evercore has agreed to provide these services:

     a) Reviewing and analyzing the Debtors' business, operations
        and financial projections;

     b) Advising and assisting the Debtors in a Restructuring,4
        Financing and/or Sale transaction if the Debtors determine
        to undertake such a transaction;

     c) Providing financial advice in developing and implementing
        a Restructuring, which would include (i) assisting the
        Debtors in developing a restructuring plan or plan of
        reorganization, including a plan of reorganization
        pursuant to the Bankruptcy Code; (ii) advising the Debtors
        on tactics and strategies for negotiating with various
        stakeholders regarding the Plan; (iii) providing
        testimony, as necessary, with respect to matters on which
        Evercore has been engaged to advise the Debtors in any
        proceedings under the Bankruptcy Code that are pending
        before a court exercising jurisdiction over the Debtors;
        and, (iv) providing the Debtors with other financial
        restructuring advice as Evercore and the Debtors may deem
        appropriate.

     d) If the Debtors pursue a Financing, assisting the Debtors
        in (i) structuring and effecting a Financing; (ii) i
        Identifying potential Investors and, at the Debtors'
        request, contacting such Investors; and (iii) working with
        the Debtors in negotiating with potential Investors.

     e) If the Debtors pursue a Sale, assisting the Debtors in (i)
        structuring and effecting a Sale; (ii) identifying
        interested parties and/or potential acquirors and, at the
        Debtors' request, contacting such interested parties
        and/or potential acquirors; and, (iii) advising the
        Debtors in connection with negotiations with potential
        interested parties and/or acquirors and aiding in the
        consummation of a Sale transaction.

Evercore has agreed to this compensation package:

     a) Monthly Fee: $150,000 until consummation of a
        Restructuring or termination.

     b) Restructuring Fee: $4,750,000 upon consummation of a
        Restructuring.

     c) Financing Fee: A percentage upon consummation of any
        Financing.

     d) Sale Fee: The greater of $1,000,000 and 1.25% of Aggregate
        Consideration, upon consummation of any Sale.

     e) Multiple Fees: If a single transaction is both a
        Restructuring and a Sale, only the greater of the
        resulting Restructuring Fee and Sale Fee will be due.
        Otherwise, single (or multiple) transactions may give rise
        to multiple fees.

     f) Pre-Arranged Plan: If pre-packaged or other pre-arranged
        Plan will result in a Restructuring, Financing or Sale,
        then half of the related fees are due upon execution of
        definitive agreements or delivery of binding consents with
        respect to such Plan, with the balance due upon Plan
        consummation.

     g) Crediting: 50% of Monthly Fees actually paid and finally
        approved plus $450,000 will be credited once against any
        Restructuring, Financing or Sale Fee.  If a series of
        transactions results in both a Restructuring Fee and a
        Sale Fee being paid, then 50% of the lesser such fee will
        be credited against the greater fee.  If a pre-arranged
        Plan is not later consummated, then any initial fees paid
        on account of that Plan may be credited against any
        subsequent fees that may be due.

     h) Expenses: The Debtors will reimburse Evercore's reasonable
        and documented expenses, including reasonable and
        documented legal expenses.

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

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


READER'S DIGEST: Taps FTI Consulting as Financial Advisor
---------------------------------------------------------
RDA Holding Co. filed papers with the Bankruptcy Court seeking
authority to employ FTI Capital Advisors, LLC, as international
financial advisor and investment banker, nunc pro tunc to the
Petition Date.

FTI will provide the financial advisory and investment banking
services with respect to the Debtors' international operations
pursuant to the Engagement Letter.  FTI has provided, and will
continue to provide, subject to Court approval certain investment
banking services with respect to the Debtors' direct and indirect
foreign subsidiaries, including without limitation:

     a. Work with the Debtors' management team to make
        determinations with respect to marketing processes, sales
        structures, and tax considerations;

     b. Conduct a solicitation of third party companies and
        potential financial investors to engage in sale and
        intellectual property licensing transactions on terms
        acceptable to the Debtors;

     c. Work with the Debtors' management to prepare confidential
        information memorandums about the Debtors' international
        businesses;

     d. Assist the Debtors with the preparation of management
        presentation materials for meetings with interested third
        parties;

     e. Assist the Debtors in establishing criteria for potential
        buyers, and identifying, screening and ranking prospective
        buyers;

     f. Establish a process for soliciting third parties for the
        sale transactions, including bidding procedures and
        timing;

     g. Establish appropriate data rooms and support prospective
        buyer due diligence processes;

     h. Solicit indications of interest and assist the Debtors in
        valuing initial bids, investigating the feasibility of
        proposed transactions, and determining which prospective
        buyers to select for final bids;

     i. Support the Debtors in negotiating asset sale and
        licensing agreements with prospective purchasers;

     j. Advise the Debtors in negotiations with other stakeholders
        that are necessary to effectuate smooth transitions; and

     k. Work with the Debtors' inside and outside counsel to
        ensure that sales transactions move toward timely
        closings.

FTI has provided, and will continue to provide certain financial
advisory and restructuring services with respect to the Debtors'
direct and indirect foreign subsidiaries, including:

     a. Work with the Debtors and Evercore Group L.L.C. in a
        complementary manner to assist with the Debtors
        restructuring;

     b. Provide financial cash flow forecasting by country and for
        the overall international business, both pre and post-shut
        down of entities in various countries;

     c. Quantify the potential wind down / liquidation costs by
        country, including severance liability, trade claims;

     d. Evaluate termination liabilities relating to key contracts
        by region, both in the context of a restructuring and in
        the ordinary course;

     e. Analyze the impact that key contracts may have upon the
        operational costs of the remaining business;

     f. Analyze the impact of intercompany liabilities and cash
        pooling on potential recoveries and solvency or
        liabilities by country or legal entity;

     g. Confirm and quantify decisions regarding which countries
        should be shut down or operated and the timing of
        potential shut downs and, if requested to do so by the
        Debtors, provide project management and other advisory
        services to support the Debtors' implementation of such
        decisions;

     h. Evaluate the financial impacts of different restructuring
        regimes on wind down costs and procedures by country;

     i. Assist in the preparation of plan of reorganization
        documentation, liquidation analyses, required financial
        reporting, liquidity management, first day motions and
        schedules;

     j. Analysis of liquidating trust scenarios as outlined by
        counsel to the Debtors, Weil, Gotshal & Manges, LLP; and

     k. Other work as directed by the Debtors that is acceptable
        to FTI.

The Debtors said they require the services to be provided by FTI
throughout these chapter 11 cases.  The services that FTI has
provided, and will continue to provide, to the Debtors are
necessary to enable the Debtors to maximize the value of their
estates.  Although there is currently no engagement agreement to
do so, one or more of the Debtors' non-debtor international
subsidiaries may in the future also engage FTI, FTIC or an
affiliate to provide supplemental services not in conflict with
the services being provided to the Debtors.  FTI will seek the
Debtors' consent to any such supplemental engagement.  All of the
services that FTI will provide to the Debtors will be undertaken
at the Debtors' request and will be appropriately directed by the
Debtors so as to avoid duplicative efforts among the professionals
retained in these chapter 11 cases.  Although the Debtors have
contemporaneously hereto filed an application to retain Evercore
as their investment banker, such retention explicitly carves out
services related to the Debtors' direct and indirect foreign
subsidiaries.  FTI will use reasonable efforts to coordinate with
the Debtors' other retained professionals, including Evercore, to
avoid any unnecessary duplication of services.

The Debtors will compensate FTI in accordance with the terms and
conditions of the Engagement Letter, which provide a compensation
structure in relevant part as follows:

     a. Retainer: The Debtors have paid FTI non-refundable
        retainers totaling $300,000.

     b. Success Fees: Upon the closing of the first sale
        transaction, the Debtors will pay FTI a success fee equal
        to the greater of (i) $500,000 and (ii) (x) the product of
        the Gross Value of the transaction and 1% (y) less
        $300,000.  To the extent any additional transactions
        close, the Debtors will pay FTI additional Success Fees if
        the sum of the Gross Value of all transactions exceeds $80
        million, and in such case, the Success Fee for each
        transaction shall equal 1% of the Gross Value of all
        transactions which have closed less all prior Success Fees
        and retainers paid.

     c. Post-December 1, 2012 Advisory Fees: In addition to the
        retainer amounts previously paid and the Success Fees, FTI
        had charged the Debtors for advisory services provided
        from December 1, 2012, on an hourly rate schedule with
        rates ranging from $315 for a consultant to $895 per hour
        for a senior managing director.  The range of hourly
        billing rates for FTIC employees based outside the U.S.
        effective January 1, 2013 is from $280 for an analyst to
        $1,110 for a senior managing director.

During the 90-day period prior to the bankruptcy filing date, FTI
received from the Debtors (i) the sum of $500,000 as "Cash on
Account" as an advance payment for its fees for services and
reimbursable expenses and (ii) payments aggregating $1,040,240.73
in respect of invoices for services and reimbursement of expenses.
On February 15, 2013, FTI applied $364,314.10 of the Cash on
Account to unpaid invoices for services and reimbursement of
expenses.  As of the Petition Date, FTI has a remaining Cash on
Account credit balance in the amount of $135,685.90.

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

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


READER'S DIGEST: Hires Sitrick as Communications Consultant
-----------------------------------------------------------
RDA Holding Co. and its affiliates asks the Court for authority to
employ Sitrick and Company as communications consultant, nunc pro
tunc to the Petition Date, to provide these services:

     a) Develop and implement communications programs and related
        strategies and initiatives for communications with the
        Debtors' key constituencies regarding the Debtors'
        operations and progress through the chapter 11 process;

     b) Develop public relations initiatives for the Debtors to
        maintain public confidence and internal morale during the
        chapter 11 process;

     c) Prepare press releases and other public statements for the
        Debtors, including statements relating to major chapter 11
        events;

     d) Prepare other forms of communication to the Debtors' key
        constituencies and the media;

     e) Develop and maintain a website containing communications
        materials for various constituencies regarding the
        restructuring; and

    f) Perform such other communications consulting services as
       may be requested by the Debtors.

Sitrick's standard hourly billing rates range from $195 to $895,
depending on the professional performing the services.

Sitrick received from the Debtors an aggregate of $145,000 as
advance payments for professional services performed and expenses
incurred.  Sitrick has used the advance payments to credit the
Debtors' account, and has reduced the balance of the credit
available to the Debtors by the amount of such charges.  As of
February 16, 2013, Sitrick has a remaining credit balance in favor
of the Debtors in the amount of $11,750.

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

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


RG STEEL: Wins Court Approval of Baltimore, Severstal Settlements
-----------------------------------------------------------------
RG Steel LLC obtained court approval for a settlement with the
Supervisor of Assessments for Baltimore County regarding its
assessment on the company's Sparrows Point property.

The settlement resolves Sparrows Point property assessment for the
years 2009, 2010, and 2011.  Under the deal, RG Steel and
Baltimore County agreed to waive further appeals on the property
assessment by setting the market value at $203.9 million for each
of the tax years.

In addition, the amount on which RG Steel would actually be taxed
would be phased in.  Both agreed that the phased in assessment for
2009 would be $153.3 million while the phased in assessment for
2010 and 2011 would be $178.6 million and $203.9 million,
respectively.

The deal will also result in a reduction, refund or credit of
approximately $830,000 against Sparrows Point's real estate tax
liability for 2011, which was previously calculated at $2.9
million.  The agreement is available for free at
http://is.gd/IwPohK

RG Steel also obtained court approval to enter into an agreement
resolving Severstal US Holdings II, LLC's objection to the
settlement.  The agreement is available for free at
http://is.gd/WQB9DG

                          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.


RG STEEL: Amends Purchase Agreement to Resolve SNA Objection
------------------------------------------------------------
RG Steel Wheeling LLC and Bounty Minerals LLC amended their
agreement to provide for certain limitations on Bounty's right to
conduct operations on the surface of the land overlying RG Steel's
West Virginia property.

RG Steel said the inclusion of those limitations in the agreement
resolves SNA Carbon LLC's objection to the sale of the West
Virginia property to Bounty.

Last month, SNA Carbon asked U.S. Bankruptcy Judge Kevin Carey to
deny approval of the sale, saying it might jeopardize the
operations of Mountain State Carbon LLC, the company's joint
venture with RG Steel.

SNA Carbon also said it is unable to confirm if the property is
related to MSC's operations since RG Steel did not provide legal
descriptions of the property.

                          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.


RG STEEL: Sets Framework For $100-Mil. in Clawback Suits
--------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that bankrupt RG Steel
LLC and creditors hammered out a mediation framework in Delaware
bankruptcy court Thursday designed to handle the hundreds of suits
launched by the defunct steelmaker in an attempt to claw back more
than $100 million in alleged preferential payments.

The report related that companies targeted by the more than 600
adversary complaints launched by RG Steel since January had
responded with a host of objections to the proposed mediation
process, including the steelmaker's plan to have creditors split
the costs.

                         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.


RHYTHM & HUES: South Korean Firm's $17MM Offer to Lead Auction
--------------------------------------------------------------
The Wall Street Journal's Ben Fritz reports that a Bankruptcy
Judge in Los Angeles on Friday approved a request to make South
Korean media company JS Communications Co. the "stalking horse"
bidder for Rhythm & Hues Studios Inc., said the troubled visual-
effects company's attorney, Brian Davidoff, Esq., at Greenberg
Glusker Fields Claman & Machtinger LLP.

According to the WSJ report, Rhythm & Hues, in a court filing
Thursday, disclosed it received a bid valued at about $17 million
from JS.  Specifically, JS is offering to assume nearly $16
million of debtor-in-possession loans from two studios for which
Rhythm & Hues is doing work and to pay $1 million in cash to help
satisfy other liabilities.

The report relates Peter S. Fishman, a director at advisory firm
Houlihan Lokey, which is helping to facilitate a sale, said in a
filing that JS's letter of intent offers the best terms for the
estate and its creditors of the proposals received.  Mr. Fishman
also said Houlihan has received nondisclosure agreements from
about 20 prospective buyers, of which around 10 have conducted on-
site due diligence. He said he expected to receive more bids
before a proposed deadline of March 22.

                        About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.

R&H has provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H has a 135,000 square-foot facility in
El Segundo, California. It has more than 460 employees.

The Debtor is represented by Brian L. Davidoff, Esq., C. John M
Melissinos, Esq., and Claire E. Shin, Esq., at Greenberg Glusker,
in Los Angeles, California.  The petition was signed by John
Patrick Hughes, president and CFO.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, are
providing DIP financing.  They are represented by Jones Day's
Richard L. Wynne, Esq., and Lori Sinanyan, Esq.


RHYTHM AND HUES: Sec. 341 Meeting of Creditors Set for March 15
---------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors in the
Chapter 11 cases of Rhythm and Hues, Inc., aka Rhythm and Hues
Studios Inc., on March 15, 2013, at 1:15 p.m.  The meeting will be
held at RM 2610, 725 S Figueroa St., Los Angeles, California.

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

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

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.

R&H has provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H has a 135,000 square-foot facility in
El Segundo, California. It has more than 460 employees.

The Debtor is represented by Brian L. Davidoff, Esq., C. John M
Melissinos, Esq., and Claire E. Shin, Esq., at Greenberg Glusker,
in Los Angeles, California.  The petition was signed by John
Patrick Hughes, president and CFO.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, are
providing DIP financing.  They are represented by Jones Day's
Richard L. Wynne, Esq., and Lori Sinanyan, Esq.


RICKY LEE BUMGARDNER: Wins Confirmation of Plan
-----------------------------------------------
Ricky Lee Bumgardner won confirmation of his second amended plan
of reorganization.  Bankruptcy Judge Stephani W. Humrickhouse said
the Plan has been filed in good faith, is feasible, and, as
amended at the hearing, dedicates all projected disposable income
to unsecured creditors.  The Plan also satisfies the absolute
priority rule by successfully meeting the requirements of the new
value exception.

The Court overruled objections of the bankruptcy administrator and
Bank of America.

Mr. Bumgardner is the owner of 10 properties in Onslow County,
North Carolina.  His primary liabilities are those incurred for
the purchase of his residence, two triplexes, two single-family
rental properties, and an undeveloped lot referred to by the
debtor as the "Telephone Pole Lot."  Mr. Bumgardner owned two
additional properties at the time he filed his petition, but
voluntarily surrendered both to PNC Bank post-petition.  The
Marital Residence is owned by Mr. Bumgardner and his non-debtor
wife and secures a loan from First Federal Bank; the remaining
nine properties are titled in the debtor's name only.  Each unit
in the triplexes has a distinct address, and those six units along
with the two single-family properties secure debts to JP Morgan
Chase Bank, all eight of which the debtor rents out year-round as
his primary source of income. The Telephone Pole Lot is security
for a debt to PNC Bank.

Mr. Bumgardner also owns interests in a number of business
entities: Alliance Construction Corp of NC, Inc. (49% interest);
Alliance Electric, Inc. (100% interest); Alliance Reconstruction
and Restoration, Inc. (25% interest); JDR Motors, Inc. (35%
interest); and Rick's Eating Establishments, Inc. (25% interest).
Mr. Bumgardner is also a manager of Alliance U.S. Properties, LLC,
which is owned by his wife and father-in-law. Alliance U.S.
Properties owns a condominium in Wilmington, North Carolina, which
is subject to a deed of trust to Chase.

Mr. Bumgardner sought Chapter 11 protection (Bankr. E.D.N.C. Case
No. 10-09785) on Nov. 29, 2010, and filed a disclosure statement
and plan of reorganization on July 8, 2011. The disclosure
statement was conditionally approved on July 11, 2011.

In general, the debtor's second amended plan of reorganization
contemplates continued ownership of the Marital Residence, the
Chase Properties, and the Telephone Pole Lot, with the debtor
reserving the right to surrender or liquidate all or a portion of
those assets to pay secured creditors.  Claims will be paid
primarily through the proceeds of the rental income derived from
the Chase Properties.

The debtor proposes to pay $24,000, together with interest at a
fixed rate of 1.5% per annum, to unsecured creditors in bi-annual
installments over 60 months, which amount is based on the debtor's
projected disposable income over the term of the Plan pursuant to
11 U.S.C. Sec. 1129(a)(15)(B). Finally, the Plan states that the
debtor will invoke the "new value exception" to the absolute
priority rule, if necessary to overcome the objection of a
rejecting impaired unsecured class.

The debtor's Plan sets forth 16 classes of creditors, three of
which are unimpaired.  Thirteen classes -- Classes IV through XVI
-- are impaired, and, as the latest ballot report indicates, all
of those impaired classes, with the exception of Class XVI, have
accepted the plan.  Bank of America has the largest general
unsecured claim, originally listed at $5,102,450.21 and arising
out of a promissory note that was executed by Alliance
Construction Corp of NC, Inc. and guaranteed by the debtor in
favor of Bank of America.

Bank of America filed an amended proof of claim on Oct. 11, 2012,
reducing its claim by approximately $1.5 million to $3,592,243.
As a result, the estimated aggregate amount of liquidated
unsecured claims against the debtor is $5,043,959.

A copy of the Court's Feb. 28, 2013 Order is available at
http://is.gd/uKq8ggfrom Leagle.com.


RUBY WESTERN: S&P Assigns 'BB+' CCR & Rates $500MM Loan 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
corporate credit rating to Ruby Western Pipeline Holdings LLC and
Ruby Western Pipeline Holdings B LLC (Western Pipeline).  In
addition, S&P assigned an issue-level rating of 'BB+' and a
recovery rating of '3' to Western Pipeline's $500 million senior
secured term loan due 2020.  The '3' recovery rating indicates
that lenders can expect meaningful (50% to 70%) recovery if a
payment default occurs.  The outlook is stable.

S&P also affirmed its 'BBB-' corporate credit rating on Ruby
Pipeline LLC (Ruby) and maintained its stable outlook.  S&P views
Ruby's ratings on a stand-alone basis without assuming any
implicit parent support or impact from their credit quality.  Both
owners' consent is required for major transactions, including a
bankruptcy filing.  As such, the addition of Western Pipeline's
debt does not alter S&P's view on Ruby's credit rating.

Western Pipeline's ratings reflect its "strong" business risk
profile and "aggressive" financial risk profiles as S&P's criteria
define the terms.  Western Pipeline is the holding company that
owns Global Infrastructure Partners' (GIP's) 50% interest in Ruby.
Ruby is a 683-mile, 1.5-billion-cubic-feet-per-day natural gas
pipeline that extends from the Rockies production basin at Opal,
Wyo., to Malin, Ore. Ruby, which began operations in July 2011, is
50% owned by Kinder Morgan Inc.) and 50% by GIP.  Pro forma for
the term loan issuance, Western Pipeline will have $500 million
of debt.

Western Pipeline's 'BB+' corporate credit rating reflects the
company's dependence on residual equity distributions from Ruby to
provide cash flow for debt service.  S&P do not factor sponsor
support into Western Pipeline's rating.  Positively, Western
Pipeline's cash flow stability is enhanced due to its first claim
to Ruby's cash distributions, up to $91 million per year, through
its Class A ownership interest.  S&P expects Ruby's total
distributions to be about $130 million in 2013, which S&P believes
provides meaningful cushion to the $91 million to be distributed
to Western Pipeline.  As such, Western Pipeline's distributions
from Ruby will not be disproportionately affected if Ruby's
distributions are lower than expected.  S&P also views the risk of
Ruby's distributions to Western Pipeline being disrupted in the
near term as remote given the predictability of Ruby's cash flow
coming from long-term take-or-pay transportation contracts.
However, the risk of cash flow pressure at Ruby and its ability to
make distribution payments to Western Pipeline is present over the
long term due to potentially lower recontracted rates when its
contracts expire given the existing low level of basis spreads.

"The stable outlook on Western Pipeline reflects S&P's belief that
its cash flows will remain constant, debt leverage will steadily
decline, and liquidity will remain adequate.," said Standard &
Poor's credit analyst William Ferara

S&P could lower Western Pipeline's rating if the distributions it
receives from Ruby were to decline such that its stand-alone debt
to EBITDA does not decrease in line with S&P's expected trajectory
(such as 4x in 2015).  Given Western Pipeline's structural
subordination to Ruby, any positive ratings action would be
unlikely unless Ruby's rating were to be raised.


SAGITTARIUS RESTAURANTS: Moody's Rates New Sr. Debt Facility 'B2'
-----------------------------------------------------------------
Moody's Investors Service affirmed Sagittarius Restaurants, LLC's
Caa1 corporate family rating and Caa1-PD probability of default
rating.

Moody's also assigned B2 ratings to the company's proposed first
lien senior secured credit facilities, consisting of a $40 million
revolving credit facility due 2018 and a $175 million term loan
due 2018. The ratings outlook remains stable.

Proceeds from the proposed bank debt will be used to refinance
existing bank debt and to redeem a portion of the outstanding 13%
PIK notes. Moody's views the financing favorably since it extends
debt maturities, lowers the blended cost of capital, and allows
the company to execute on its store revitalization initiative.

Ratings affirmed:

Corporate family rating at Caa1

Probability of default rating at Caa1-PD

Ratings assigned:

Proposed $40 million first lien senior secured revolving credit
facility due 2018 at B2 (LGD2, 25%)

Proposed $175 million first lien senior secured term loan due 2018
at B2 (LGD2, 25%)

Ratings affirmed and to be withdrawn:

Senior secured revolving credit facility due 2015 at B1 (LGD2,
13%)

Senior secured term loan due 2015 at B1 (LGD2, 13%)

Ratings Rationale:

The Caa1 corporate family rating reflects the company's high
financial leverage and weak coverage of interest expense. Moody's
expects Sagittarius' pro forma debt to EBITDA will be in the 7.0
times range for 2012, adjusted for the proposed debt refinancing.
This would represent an almost full-turn increase from 2011 as
EBITDA has modestly declined, largely because of higher commodity
costs and weak comparable restaurant sales trends, and
consolidated debt levels have increased. Moody's expects the
company's debt to EBITDA to remain elevated given expectations for
soft operating trends short-term and the high accretion rate (13%)
on the PIK subordinated notes at both its operating and holding
companies.

The corporate family rating also incorporates Del Taco's small
size and revenue base, single concept profile and geographic
concentration in one state (California) that has exhibited higher
than average unemployment. Positively, the rating considers good
brand recognition as a niche regional Mexican fast food concept,
its planned efforts to re-vitalize the restaurant base, and modest
maintenance capital spending. The rating also derives support from
its good pro forma liquidity profile and expectations for positive
free cash flow, which benefits from the presence of PIK notes in
the capital structure.

The stable outlook reflects Moody's expectation that the company's
restaurant revitalization initiatives will gradually lead to
improvements in comparable restaurant sales such that EBITDA
improves.

The ratings could be pressured if comparable restaurant sales are
consistently negative or debt to EBITDA materially increases from
initial pro forma levels of 7.0 times. A downgrade could also
occur in the event liquidity were to deteriorate.

Positive rating pressure could develop if the company is able to
successfully execute its business strategy and development plan,
mitigate the impact of any commodity inflation and demonstrate
steady growth in operating profit and debt protection metrics.
Quantitatively, debt to EBITDA would need to be maintained on a
sustainable basis at below 6.5 times and EBITA to Interest
materially above 1.0 times while maintaining positive free cash
flow.

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

Sagittarius Restaurants LLC, headquartered in Lake Forest,
California, operates and franchises Mexican QSRs under the Del
Taco brand name. The company had 551 units in 17 states as of 2012
year-end. Revenues were approximately $360 million for the twelve
months ended September 30, 2012. Sagittarius is owned by a
consortium of private equity firms.


SEALED AIR: Moody's Assigns B1 Rating to New US$425MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
and the Ba3-PD Probability of Default Rating of Sealed Air Corp.
and assigned a B1 rating to the proposed $425 million senior
unsecured notes due 2023. A Speculative Grade Liquidity rating of
SGL-2 was also assigned. The ratings outlook is stable.

The proceeds of the notes will be used to fund the tender offer of
the company's outstanding $400 million 7.875% senior notes due
2017, which commenced on March 7. In conjunction with the tender
offer, Sealed Air is soliciting consents of holders of the notes
to eliminate certain of the restrictive covenants in the
indenture. The consent payment deadline is March 20, 2013 and the
tender offer will expire on April 3, 2013, unless earlier
terminated by the company. The company expects the early payment
date to occur on March 21, 2013.

Moody's took the following rating actions:

Sealed Air Corp.

Affirmed Ba3 corporate family rating

Affirmed Ba3-PD probability of default rating

Assigned B1 (LGD 5-70%) to $425 million of senior unsecured notes
due 2023

Affirmed $500 million Sr. Sec. Revolving Credit Facility due
10/03/2016, Ba1 (LGD 2-16% from 17%)

Affirmed $200 million Sr. Sec. Multi Curr. Rev. Credit Facility
due 10/03/2016, Ba1 (LGD 2-16% from 17%)

Affirmed $794.61 million Sr. Sec. Term Loan A due 10/03/2016, Ba1
(LGD 2-16% from 17%)

Affirmed CAD 82.71 million Sr. Sec. Term Loan A due 10/03/2016,
Ba1 (LGD 2-16% from 17%)

Affirmed JpnY 6,353.60 million (originally JPY 6,400 million) Sr
Sec Term Loan A1 due 10/03/2016, Ba1 (LGD 2-16% from 17%)

Affirmed $609.5 million Sr Sec Term Loan B1 due 10/03/2018, Ba1
(LGD 2-16% from 17%)

Affirmed $750 million 8.375% Senior Notes due 09/15/2021, B1 (LGD
5-70% from 72%)

Affirmed $400 million 7.875% Senior Notes due 06/15/2017, B1 (LGD
5-70% from 72%) (To be withdrawn after transaction closes)

Affirmed $750 million 8.125% Senior Notes due 09/15/2019, B1 (LGD
5-70% from 72%)

Affirmed $425 million 6.500% Senior Notes due 12/01/2020, B1 (LGD
5-70% from 72%)

Affirmed $450 million 6.875% Senior Notes due 07/15/2033, B1 (LGD
5-70% from 72%)

Assigned Speculative Grade Liquidity Rating SGL-2.

Sealed Air B.V.

Affirmed EUR 55.78 million Sr. Sec. Term Loan A due 10/03/2016,
Ba1 (LGD 2-16% from 17%)

Affirmed EUR 150 million Sr Sec Term Loan B1 due 10/03/2018, Ba1
(LGD 2-16% from 17%)

Ratings Rationale:

The Ba3 corporate family rating reflects the company's scale (as
measured by revenue), wide geographic exposure and low customer
concentration of sales. Sealed Air has a track record of
successful innovation and continues to invest in R&D. The company
is also an industry leader in certain segments. The company's
customer base is highly diverse, with no single customer
representing more than 10% of its 2012 net sales.

Sealed Air has maintained long-term relationships with many of its
top customers and has a significant base of equipment installed on
the customers' premises. Approximately 50% of sales are from food
and food processing related end markets. The company also has a
good liquidity profile supported by cash on the balance sheet,
cash flow generation and availability under revolving credit
facilities.

The rating is restrained by weakness in certain credit metrics, a
disparate product line and the concentration of sales in cyclical
and event risk prone segments. The rating is also restrained by
the significant competition in the fragmented market, some
commoditized products, the mixed contract and cost pass through
position, and uncertainty of the timing of the asbestos related
liability and related tax refunds. Despite an overlap in customers
and distribution channels, Sealed Air's product lines are
substantially unrelated. Sealed Air has a significant exposure to
cyclical and event risk prone end markets (protective packaging
and meat). All of the company's segments operate in competitive
and fragmented markets and will need to continue to develop new
products and innovate in order to maintain their competitive
advantage as many innovations eventually may be copied.

The ratings could be downgraded if there is deterioration in
credit metrics or the operating and competitive environment.
Sealed Air will also need to maintain adequate liquidity including
sufficient cash on hand to cover the asbestos related liability
and daily cash needs, sufficient availability under the revolver,
and adequate cushion under financial covenants. Specifically, the
rating could be downgraded if debt to EBITDA remains above 5.3
times, EBITA interest coverage remains below 2.2 times, free cash
flow to debt remains below the mid-single digits, and/or the EBITA
margin declines below 10.5%.

The ratings could be upgraded if Sealed Air sustainably improves
credit metrics within the context of a stable operating and
competitive environment. Sealed Air will also need to maintain a
good liquidity profile including sufficient cash on hand to cover
daily cash needs and a significant portion of the asbestos related
liability, sufficient availability under the revolver, and
adequate cushion under financial covenants. Specifically, the
ratings could be upgraded if debt to EBITDA declines below 4.6
times (including the asbestos related liability), EBITA interest
coverage rises above 3.2 times, free cash flow to debt increases
above 8%, and/or the EBITA margin rises above 14%.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 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.


SEALED AIR: S&P Rates $425MM Sr. Unsecured Notes Due 2023 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
senior unsecured debt rating and '4' recovery rating to Sealed Air
Corp.'s proposed $425 million senior unsecured notes due 2023.
The '4' recovery rating indicates S&P's expectation of average
(30%-50%) recovery in the event of a payment default.

All of S&P's other ratings on Sealed Air Corp., including the 'BB-
' corporate credit rating, remain unchanged.  The outlook is
stable.

The company plans to use proceeds of the notes offering to redeem
its $400 million 7.875% notes due 2017.

Standard & Poor's ratings on Sealed Air Corp. reflect the
company's strong business risk profile and aggressive financial
risk profile, including the increased debt leverage resulting from
its $4.7 billion acquisition of Diversey Holdings Inc. in October
2011.  With sales of about $7.6 billion in 2012 (excluding the
recently sold Diversey Japan business), Sealed Air is a leading
global manufacturer of various packaging and performance-based
materials and equipment systems that serve an array of food,
industrial, medical, and consumer applications.  Its acquired
operations include cleaning and hygiene products and related
institutional and industrial cleaning services.  Sealed Air
generates more than 60% of its revenue outside North America and
24% from developing regions.

RATINGS LIST

Sealed Air Corp.
Corporate credit rating                   BB-/Stable/--

New Rating

Sealed Air Corp.
$425 mil. notes due 2023
Senior unsecured                          BB-
  Recovery rating                          4


SEITEL INC: Moody's Assigns B3 Rating to New US$250MM Notes Issue
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Seitel's
proposed $250 million senior unsecured notes due 2019. At the same
time Moody's affirmed Seitel's B3 Corporate Family Rating and the
SGL-2 Speculative Grade Liquidity rating. The rating outlook is
stable.

Net proceeds from the note offering together with cash on hand,
will be used to repurchase the existing $275 million 9.75% senior
notes. Moody's will withdraw the rating on the 9.75% notes upon
their full redemption. The new note rating is subject to us
receiving final documentation.

"The new notes will push out Seitel's debt maturity and lower
interest cost," commented Sajjad Alam, Moody's Analyst. "The
planned $25 million debt reduction will also reduce future debt
service burden and improve leverage metrics, although these
benefits would accrue in exchange for lower near term liquidity."

Issuer: Seitel, Inc.

Assignments:

Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4, 56 %)

Affirmations:

Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Speculative Grade Liquidity Rating, Affirmed SGL-2

Ratings Rationale:

The new notes are rated B3, the same level as the CFR, reflecting
the relatively small amount of priority-claim secured debt ($30
million ABL revolver) in Seitel's capital structure. However, if
the relative proportion of secured debt were to increase, the
notes could get notched down from the CFR to Caa1. The notes will
have upstream guarantee from all of Seitel's domestic restricted
subsidiaries.

Seitel's B3 CFR reflects its small size within the oilfield
services industry, high leverage considering the cyclical nature
of the seismic services business and the significant ongoing
capital expenditures necessary to acquire new data and maintain
competitive advantage. The rating also considers the private
ownership of the company and its hard-to-value data library. The
rating is supported by Seitel's significant market position as a
seismic data provider in North America, its strong margins and
flexible cost structure, and healthy industry fundamentals.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity through early 2014. Proforma for refinancing
transactions, Seitel would have $30 million of cash at December
31, 2012 and a $30 million undrawn secured revolving credit
facility. Operating cash flow and cash on hand should fully cover
all of Seitel's 2013 capital expenditures as Moody's expects the
company to generate free cash flow. The SGL-2 is tempered by the
relatively small size of the revolving credit facility and limited
alternate liquidity given that the company's assets are
encumbered.

The stable outlook reflects Moody's view that Seitel will manage
its capital budget and liquidity prudently. Given Seitel's small
size within the broader oilfield services industry and the highly
volatile nature of seismic services demand, an upgrade to B2 is
unlikely without a significant reduction in leverage. An upgrade
is possible if Seitel can sustain debt/cash EBITDA below 2x.
Deterioration in operating performance or additional borrowings
that raises leverage above 4x or erodes combined cash and revolver
liquidity below $60 million could prompt a downgrade.

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

Seitel, Inc. is a Houston, Texas based provider of seismic data
and related services to the oil and gas industry in North America.


SEITEL INC: S&P Assigns 'B' Rating to $250MM Notes Due 2019
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B'
issue-level rating and '3' recovery rating to Houston, Texas-based
Seitel Inc.'s proposed $250 million senior unsecured notes due
2019.  The '3' recovery rating indicates S&P's expectation of
meaningful (50% to 70%) recovery in the event of a default.  The
company expects to use the proceeds of the proposed notes to
refinance its existing $275 million of senior unsecured notes due
2014 (the remaining $25 million will be funded with cash).

The ratings on seismic data provider Seitel Inc. reflect S&P's
assessment of the company's "vulnerable" business risk,
"aggressive" financial risk, and "adequate" liquidity.  The
ratings incorporate the company's large onshore seismic data
library in key North American resource plays, as well as the
uptick in North American exploration and production (E&P) spending
over the last three years, which has improved Seitel's liquidity
and debt leverage measures.

RATINGS LIST
Seitel Inc.
Corporate credit rating                    B/Stable/--

New Rating
Proposed $250 mil sr unsecd nts due 2019   B
  Recovery rating                           3


SHREE-HARI: Motel Owner Wins Approval of Exit Plan
--------------------------------------------------
Bankruptcy Judge Stacey G.C. Jernigan confirmed the Fifth Amended
Plan of Reorganization filed by Shree-Hari, Inc. d/b/a Motel 6,
after all objections to the Plan were resolved.  The plan
confirmation hearing began Jan. 29, 2013, and was continued until
Feb. 7, 2013.  The Fifth Amended Plan was filed Feb. 27.  A copy
of the Court's March 5, 2013-dated Findings of Fact, Conclusions
of Law and Order is available at http://is.gd/J7Um2Rfrom
Leagle.com.

Shree-Hari, Inc., dba Motel 6, based in Cleburne, Texas, filed for
Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 12-30847) in
Dallas, on Feb. 6, 2012.  Judge Stacey G. Jernigan oversees the
case.  Christina W. Stephenson, Esq., and Rakhee V. Patel, Esq.,
at Pronske & Patel, P.C., serves as the Debtor's counsel.   In its
petition, Shree-Hari estimated $1 million to $10 million in assets
and debts.  The petition was signed by Ketan Bhakta, director.


SOLAR TRUST: Wins Confirmation of Plan After Committee Deal
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solar Millennium Inc. received court approval of a
Chapter 11 reorganization plan March 7, thanks to a settlement
hammered out by the official creditors' committee with the
liquidators for the German parent Solar Millennium AG.

The committee had sued the German parent and affiliates in
November, objecting to the parent's $211 million in claims.
Without the settlement, the parent would have received the same
distribution as other unsecured creditors.

The settlement increased the recovery by unsecured creditors to a
range of 43% to 55% on $42.5 million in claims.  The settlement
gave the parent an unsecured claim of $100 million, coupled with a
sharing of distributions with other unsecured creditors.  The
parent's recovery under the settlement was projected to range from
8% to 11%.

The parent and other unsecured creditors voted for the plan.

Solar Millennium sold two of its solar power projects, intended
eventually to generate $110 million in value, according to a court
filing.

                      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.


STEPHEN ALLEN WEST: US Trustee Response Deadline Moved to August
----------------------------------------------------------------
Bankruptcy Judge Paul Manners signed off on a stipulation and
consent order between debtor Stephen Allen West, Jr., and Judy A.
Robbins, the United States Trustee for Region 4, to further extend
the time within which the United States Trustee may file any
objection or other responsive pleading that she may have to the
Debtor's Motion for an Order Administratively Closing Case Subject
to Reopening for Entry of Discharge, but have not agreed to extend
the time within which any creditor or any other party in interest
may object to the Motion.  The parties agree to extend the U.S.
Trustee's response deadline to Aug. 30, 2013.

A copy of the Stipulation and Consent Order dated Feb. 25, 2013,
is available at http://is.gd/3ltO5afrom Leagle.com.

Stephen Allen West, Jr., filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case No. 08-19180).  Counsel to the Debtor is:

          Mary Joanne Dowd, Esq.
          ARENT FOX LLP
          Washington, DC
          Tel: (202) 857-6000
          Fax: (202) 857-6395
          E-mail: Dowd.mary@arentfox.com


SUDANO INC: S. Bongiovanni Can't Represent Mother in Appeal
-----------------------------------------------------------
Sebastian Bongiovanni, Jr., is enjoined from representing her
mother, Mildred, in the Chapter 11 cases of Sudano, Inc., Sortino
Realty Corp. and Couva Associates Ltd, according to Chief District
Judge Carol Bagley Amon in a March 1, 2013 order in response to
Mr. Bongiovanni's notice of appeal styled as SEBASTIAN
BONGIOVANNI, Jr. O.B.O. MILDRED BONGIOVANNI Appellant, v. JANICE
GRUBIN, Trustee, et al., Appellees, Case No. No. 12-cv-6387
(CBA)(E.D.N.Y.).

The U.S. District Court for the Eastern District of New York
agreed with Janice Grubin that the assignment of rights against
the estate of S. Bongiovanni Jr. does not confer standing to bring
claims against Ms. Grubin -- who served as trustee for the estates
of Sudano, Sortino and Couva -- or against the Debtor estates
themselves. Moroever, the District Court noted, because any shares
of the Debtor corporations held by Mrs. Bongiovannio were canceled
upon confirmation of the reorganization plan in 2005, the
assignment of such non-existent shares to Bongiovanni Jr. cannot
not confer standing unto him.

Bongiovanni Jr. may assist and advise his mother as an "advisor
out of court." Out of consideration for Mrs. Bongiovanni's
interests, the Court accepted the Notice of Appeal, the
Designation of Record of Appeal, the Statement of Issues, and the
December 12 appeal brief; but going forward, the district judge
said, Bongiovanni Jr. may not sign or file legal papers, advance
claims, correspond with opposing counsel, or argue or otherwise
appear before the Court on Mrs. Bongiovanni's behalf in the
appeal.

Judge Amon has given Ms. Grubin until March 12 to file a response
to Mrs. Bongiovanni's brief.  Mrs. Bongiovanni's reply brief is
due by March 26.

A copy of Judge Amon's March 1, 2013 order is available at
http://is.gd/dEbsJPfrom Leagle.com.


SUNSHINE HOTELS: Sec. 341 Meeting of Creditors on March 12
----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors in the
Chapter 11 case of Sunshine Hotels LLC on March 12, 2013, at 9:30
a.m.  The meeting will be held at US Trustee Meeting Room, 230 N.
First Avenue, Suite 102, Phoenix, Arizona.

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

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

                       About Sunshine Hotels

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.


VERSO PAPER: Moody's Downgrades Rating on 2nd Lien Notes to Caa2
----------------------------------------------------------------
Moody's Investors Service downgraded Verso Paper Holdings LLC's
second lien notes to Caa2 (LGD5 79%) from Caa1 (LGD5 72%). Moody's
also affirmed the B3 corporate family rating, B3-PD probability of
default rating, the negative outlook and the SGL-3 speculative
grade liquidity rating, reassigned them to Verso and withdrew them
from Verso Paper Finance Holdings LLC, as all rated debt now
resides at Verso. The rating action reflects the impact of Verso's
recently completed debt exchange, which eliminated all debt at the
Holdco and added $73 million of principal to the first lien notes
at Verso.

Downgrades:

Issuer: Verso Paper Holdings LLC

Senior Subordinated Regular Bond/Debenture Aug 1, 2016, Downgraded
to LGD6, 94 % from LGD6, 91 %

Senior Secured Bank Credit Facility May 4, 2017, Downgraded to
LGD2, 24 % from LGD2, 21 %

Senior Secured Regular Bond/Debenture Feb 1, 2019, Downgraded to
Caa2 from Caa1

Senior Secured Regular Bond/Debenture Feb 1, 2019, Downgraded to
LGD5, 79 % from LGD5, 72 %

Senior Secured Regular Bond/Debenture Jan 15, 2019, Downgraded to
LGD2, 24 % from LGD2, 21 %

Senior Secured Regular Bond/Debenture Jan 15, 2019, Downgraded to
LGD4, 54 % from LGD3, 47 %

Upgrades:

Issuer: Verso Paper Holdings LLC

Senior Secured Regular Bond/Debenture Aug 1, 2014, Upgraded to
LGD5, 79 % from LGD5, 87 %

Reinstatements:

Issuer: Verso Paper Holdings LLC

Speculative Grade Liquidity Rating, Reinstated to SGL-3

Corporate Family Rating, Reinstated to B3

Probability of Default Rating, Reinstated to B3-PD

Outlook Actions:

Issuer: Verso Paper Finance Holdings LLC

Outlook, Changed To Rating Withdrawn From Negative

Affirmations:

Issuer: Verso Paper Holdings LLC

Senior Subordinated Regular Bond/Debenture Aug 1, 2016, Affirmed
Caa2

Senior Secured Bank Credit Facility May 4, 2017, Affirmed Ba3

Senior Secured Bank Credit Facility May 4, 2017, Affirmed Ba3

Senior Secured Regular Bond/Debenture Aug 1, 2014, Affirmed Caa2

Senior Secured Regular Bond/Debenture Jan 15, 2019, Affirmed B3

Senior Secured Regular Bond/Debenture Jan 15, 2019, Affirmed Ba3

Withdrawals:

Issuer: Verso Paper Finance Holdings LLC

Probability of Default Rating, Withdrawn , previously rated B3-PD

Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-3

Corporate Family Rating, Withdrawn , previously rated B3

Ratings Rationale:

The company's B3 CFR reflects its significant adjusted leverage at
over 8x, its weak financial performance and the expectation that
the company will continue to face secular demand declines for the
various grades of coated paper it produces. Financial performance
is expected to improve over the next 12 to 18 months through
productivity gains and cost rationalization. The rating is
supported by the company's vertically integrated, relatively low
cost asset base and its strong market position as the second
largest producer of coated papers in North America.

The rating of the second lien notes was downgraded because their
expected recovery will be diluted with an increase in notes
ranking ahead of them, and a decrease in debt ranking behind them.
The ratings of the remaining tranches of debt remain the same,
however, the loss-given-default for all debt (except the asset
based revolver - ABL facility) has deteriorated somewhat, for the
same reason.

Verso has adequate liquidity (SGL-3), with $62 million of cash and
$142 million of committed unused bank lines available (as at
December 2012) to fund an expected free cash flow use of $10
million over the next year. With most of Verso's assets secured,
the company has limited alternative liquidity.

The negative rating outlook reflects the risk of continued
deterioration in the company's operating and financial
performance, potential increased competition from the largest
coated paper manufacturer, NewPage Corporation, as it emerged from
bankruptcy protection in December, 2012, with much lower leverage
than Verso, as well as the potential for constrained liquidity. A
downgrade is likely if Verso's normalized RCF/TD and (RCF-
CapEx)/TD remains below 2% and 0%, respectively, for a sustained
period of time. Moody's will consider an upgrade if Verso improves
its liquidity position and if it is able to de-lever such that it
can sustain RCF/TD above 5% and (RCF-CapEx)/TD above 3%.

The principal methodology used in this rating was Global Paper and
Forest Products Industry published in September 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 Memphis, Tennessee, Verso is the second largest
coated paper producer in North America producing both coated
groundwood and coated freesheet. The company operates eight paper
machines at three mills in the US (Maine and Michigan), with total
paper production capacity of approximately 1.5 million tons.


* Mortgage Buyer Falls Flat on Discounted Debt
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an opinion issued last week by a federal district
judge in Omaha, Nebraska, indicates that purchasers buying
defaulted mortgages at discount might sometimes end up paying
bankrupt homeowners rather than making a profit.

According to the report, U.S. District Judge Joseph F. Bataillon,
ending an opinion in a nascent class lawsuit brought on behalf of
homeowners who filed bankruptcy, said he was "troubled by the
prospect that this case may involve a third-party debt buyer
attempting to collect money from a consumer on a debt she does not
owe."

The report relates that the case involved a homeowner who
abandoned a home after filing for Chapter 7 bankruptcy.
Bankruptcy discharged the mortgage debt as an obligation owing by
the homeowner.  The mortgage remained a lien on the home.

The debt evidently was sold to a collection agency, which sent
letters to a homeowner making an offer where she could pay about
one-third of the mortgage debt for a "complete satisfaction of the
lien on the property."  The mortgage buyer filed a motion to
dismiss the class suit brought by the homeowner under the federal
Fair Debt Collection Practices Act.

Judge Bataillon, the report relates, denied the motion in 17-page
opinion on March 4, refusing to accept the defendant's numerous
arguments that it wasn't trying to collect a debt erased in
bankruptcy.  Relying on opinions from the U.S. appeals courts in
Atlanta and Cincinnati, he said the collection letter was "at best
confusing to an unsophisticated consumer and at worst an
intentionally misleading attempt to induce unsuspecting consumers
into paying money on nonexistent debts."

Although the letter said that the debt was discharged, Judge
Bataillon characterized the letter as implying that payment was
obligatory.  He said the letter showed an intent to collect the
underlying debt, not enforce a security interest.

Judge Bataillon said that a suit under FDCPA "is not defeated by
clever arguments for technical loopholes that seek to devour the
protections Congress intended."

The case is Donnelly-Tovar v. Select Portfolio Servicing Inc.,
12-cv-00203, U.S. District Court, District of Nebraska (Omaha).


* Bankruptcy Judge Bruce Markell Steps Down to Teach
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Bruce A. Markell in Las Vegas
will step down from the bench in July to become the Jeffrey Stoops
Professor of Law at Florida State University.

Judge Markell was appointed to the bankruptcy court in 2004. He
graduated No. 1 in his class at the University of California at
Davis, King Hall School of Law, where he was editor-in-chief of
law review.  Before becoming a judge, he was on the law faculties
at the University of Nevada, Las Vegas, and Indiana University.
He also had been a visiting professor at Harvard University.
Judge Markell worked up from associate to a partner at Sidley &
Austin LLP.

Judge Markell said in an interview he is returning to teaching
because "I like the academic style."

"I still have lots left to write," he said.

Las Vegas will have vacancies in two of the city's three
bankruptcy judgeships. Bankruptcy Judge Linda B. Riegle previously
announced she will step down in August, to work part time as a
judge in Las Vegas on what's called recall status.

At FSU, Judge Markell will teach bankruptcy, contracts and secured
transactions.


* Moody's Maintains Negative Outlook on State Housing Agencies
--------------------------------------------------------------
Moody's Investors Service continues to have a negative outlook on
the state housing finance agency sector as the US housing market
improves but many of the drivers of HFA credit quality do not.

Economic conditions such as high unemployment continue to
challenge low and moderate income homeowners and renters that are
the HFA's natural customers, while low interest rates continue to
diminish returns on HFA investments, says the rating agency in a
new report. Low conventional mortgage rates also persist, eroding
the advantages of HFA-issued, tax-exempt bonds.

"While the fundamental supply and demand conditions in the US
housing market have improved, HFA credit drivers are more tied to
various indicators in the broader US economy and capital markets,
especially unemployment and interest rates," says Rachael
McDonald, Moody's Vice President and Senior Analyst and lead
author of "Outlook for US State Housing Finance Agencies for 2013
Remains Negative."

"We expect these economic headwinds will continue to drive near-
term challenges for HFAs," says Moody's McDonald.

Most HFAs are well-positioned to take advantage should the
economic recovery pick up, says Moody's. HFAs have generally
maintained stable financial performance during the sluggish post-
crisis economy. They have also made operational changes that will
serve them well should stronger economic growth take a firm hold.

Beyond high unemployment and low interest rates, current low home
prices -- compared to when most HFA loans were originated -- also
continue to challenge HFAs. Approximately 47% of HFA single family
whole loan portfolios were originated between 2006 and 2008, when
home prices in the US were at their peak.

Additional drivers of the negative outlook are the weakening
credit quality of counterparties, the high liquidity fees for
variable rate debt, and the cloud of uncertainty hanging over
government policy.

"Changes to the business model or elimination of Fannie Mae and
Freddie Mac, or changes to the role of the Federal Housing
Administration could impact the ability of many HFAs to originate
and package loans," says Moody's McDonald. "There is also
uncertainty around the fate of some federal subsidy programs that
are utilized by the HFAs as well as the municipal bond tax
exemption. It is unclear when the direction of these policy issues
will be resolved."


* Hawaiian Lawyer Wing Ng Suspended From 1-Year Law Practice
------------------------------------------------------------
Wing C. Ng has been suspended from the practice of law in Hawaii
for one year and one day effective as of April 1, 2013.

The Supreme Court of the State of Hawaii entered the suspension
order on March 1, 2013 in the case captioned OFFICE OF
DISCIPLINARY COUNSEL, Petitioner, v. WING C. NG, Respondent, Case
No. CAD-12-0000414, a copy of which is available at
http://is.gd/gWjiT3from Leagle.com.

In the March 1 order, the Supreme Court held that Mr. Ng was
inexperienced in bankruptcy law at the time of the filing of a
Chapter 11 bankruptcy proceeding in a Hawaii bankruptcy court.
The Supreme Court also ruled that Mr. Ng's filing of a Chapter 7
petition was a bad faith attempt to further delay a California
litigation.  The Court also held that Mr. Ng has committed
multiply ethical violations and refused to acknowledge the
wrongful nature of his conduct.

Mr. Ng is also compelled to pay all appropriate costs of the
sanctions proceeding in addition to any other requirements for
reinstatement imposed by the rules of the Hawaii Supreme Court.


* BOND PRICING -- For Week From March 4 to 8, 2013
--------------------------------------------------

  Company           Coupon   Maturity Bid Price
  -------           ------   -------- ---------
AES EASTERN ENER      9.00   1/2/2017    1.750
AES EASTERN ENER      9.67   1/2/2029    4.125
AGY HOLDING COR      11.00 11/15/2014   49.375
AHERN RENTALS         9.25  8/15/2013   68.000
ALION SCIENCE        10.25   2/1/2015   52.538
AMBAC INC             6.15   2/7/2087   13.962
ATP OIL & GAS        11.88   5/1/2015    4.500
ATP OIL & GAS        11.88   5/1/2015    4.375
ATP OIL & GAS        11.88   5/1/2015    4.375
AXL-CALL03/13         7.88   3/1/2017  102.875
BUFFALO THUNDER       9.38 12/15/2014   31.000
CENGAGE LEARN        12.00  6/30/2019   30.625
CENGAGE LEARNING     13.75  7/15/2015   20.500
CHAMPION ENTERPR      2.75  11/1/2037    0.500
DOWNEY FINANCIAL      6.50   7/1/2014   64.250
DYN-RSTN/DNKM PT      7.67  11/8/2016    4.500
EASTMAN KODAK CO      7.00   4/1/2017   12.775
EASTMAN KODAK CO      7.25 11/15/2013   13.250
EASTMAN KODAK CO      9.20   6/1/2021   11.000
EASTMAN KODAK CO      9.95   7/1/2018   12.260
EDISON MISSION        7.50  6/15/2013   51.000
FIBERTOWER CORP       9.00 11/15/2012    3.000
FIBERTOWER CORP       9.00   1/1/2016   12.000
FORD MOTOR CRED       6.52  3/10/2013  100.000
FULL GOSPEL FAM       8.40  6/17/2031   10.067
GE-CALL03/13          5.13  3/15/2020  100.000
GEOKINETICS HLDG      9.75 12/15/2014   51.250
GEOKINETICS HLDG      9.75 12/15/2014   55.625
GLB AVTN HLDG IN     14.00  8/15/2013   21.000
GMX RESOURCES         4.50   5/1/2015   35.000
GMX RESOURCES         9.00   3/2/2018   20.000
HAWKER BEECHCRAF      8.50   4/1/2015    9.000
HAWKER BEECHCRAF      8.88   4/1/2015   16.000
HORIZON LINES         6.00  4/15/2017   30.000
INTL LEASE FIN        6.38  3/25/2013  100.127
JAMES RIVER COAL      3.13  3/15/2018   25.000
JAMES RIVER COAL      4.50  12/1/2015   34.375
LAS VEGAS MONO        5.50  7/15/2019   21.000
LBI MEDIA INC         8.50   8/1/2017   26.875
LEHMAN BROS HLDG      0.25 12/12/2013   22.000
LEHMAN BROS HLDG      0.25  1/26/2014   22.000
LEHMAN BROS HLDG      1.00 10/17/2013   22.000
LEHMAN BROS HLDG      1.00  3/29/2014   22.000
LEHMAN BROS HLDG      1.00  8/17/2014   22.000
LEHMAN BROS HLDG      1.00  8/17/2014   22.000
LEHMAN BROS HLDG      1.25   2/6/2014   22.000
MASHANTUCKET PEQ      8.50 11/15/2015    7.125
MASHANTUCKET PEQ      8.50 11/15/2015    7.125
MASHANTUCKET TRB      5.91   9/1/2021    7.500
MF GLOBAL LTD         9.00  6/20/2038   80.000
NUVASIVE INC          2.25  3/15/2013  100.000
OVERSEAS SHIPHLD      8.75  12/1/2013   51.000
PENSON WORLDWIDE     12.50  5/15/2017   41.500
PENSON WORLDWIDE     12.50  5/15/2017   24.500
PLATINUM ENERGY      14.25   3/1/2015   51.500
PLATINUM ENERGY      14.25   3/1/2015   51.500
PMI CAPITAL I         8.31   2/1/2027    0.125
PMI GROUP INC         6.00  9/15/2016   32.250
POWERWAVE TECH        1.88 11/15/2024    2.375
POWERWAVE TECH        1.88 11/15/2024    2.375
POWERWAVE TECH        2.75  7/15/2041    2.375
POWERWAVE TECH        3.88  10/1/2027    3.150
POWERWAVE TECH        3.88  10/1/2027    2.250
RESIDENTIAL CAP       6.88  6/30/2015   29.500
RLGY-CALL03/13       12.38  4/15/2015  100.875
SAVIENT PHARMA        4.75   2/1/2018   27.000
SCHOOL SPECIALTY      3.75 11/30/2026   45.125
TERRESTAR NETWOR      6.50  6/15/2014   10.000
TEXAS COMP/TCEH      10.25  11/1/2015    9.625
TEXAS COMP/TCEH      10.25  11/1/2015   11.250
TEXAS COMP/TCEH      10.25  11/1/2015   10.500
TEXAS COMP/TCEH      10.50  11/1/2016   15.875
TEXAS COMP/TCEH      10.50  11/1/2016    9.500
TEXAS COMP/TCEH      15.00   4/1/2021   22.900
TEXAS COMP/TCEH      15.00   4/1/2021   25.750
THQ INC               5.00  8/15/2014   45.500
TL ACQUISITIONS      10.50  1/15/2015   35.000
TL ACQUISITIONS      10.50  1/15/2015   22.625
USEC INC              3.00  10/1/2014   34.000
VALERO LOGISTICS      6.05  3/15/2013  100.570
VERSO PAPER          11.38   8/1/2016   49.887
WCI COMMUNITIES       4.00   8/5/2023    0.375
WCI COMMUNITIES       4.00   8/5/2023    0.375


                            *********

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
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Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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                  *** End of Transmission ***