TCR_Public/130312.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 12, 2013, Vol. 17, No. 70

                            Headlines

1250 OCEANSIDE PARTNERS: Proposes Gelber as General Counsel
1250 OCEANSIDE PARTNERS: Has $2.5-Mil. Financing From SKF
1250 OCEANSIDE: Case Summary & 20 Largest Unsecured Creditors
199 REALTY: Case Summary & 8 Largest Unsecured Creditors
A1A PROFESSIONAL: Case Summary & 20 Largest Unsecured Creditors

ABSORBENT TECHNOLOGIES: Oregon's Zeba Maker in Chapter 11
ABSORBENT TECHNOLOGIES: Case Summary & 20 Top Unsec. Creditors
ADMIRAL MANOR: Case Summary & 20 Largest Unsecured Creditors
AEHCC LLC: Case Summary & Largest Unsecured Creditor
AHERN RENTALS: Amends Personal Injury Claims Info in Ch. 11 Plan

AHERN RENTALS: DIP Maturity Date Tolled, Termination Dates Waived
ALLIED SYSTEMS: Seeks Further Extension of Exclusive Periods
AMERICA WEST RESOURCES: Coal Mine Goes Up for Auction April 3
AMERICAN AIRLINES: Seeks to Modify Republic Airways Agreement
AMERICAN AIRLINES: Eagle Seeks to Assume Northwest Arkansas Lease

AMERICAN AIRLINES: Seeks More Time to Decide on NY Terminal Leases
AMERICAN CHARTER: Fitch Cuts $76MM Revenue Bond Ratings to 'BB'
ARMAND ASSANTE: Ex-Wife's Appeal From Bank. Court Ruling Dismissed
ASPIRE PUBLIC: Fitch Cuts $93MM Revenue Bond Ratings to 'BB'
ATKINS NUTRITIONALS: Moody's Rates $280 Million Term Loan 'B1'

ATLANTIC CAROLINAS: Case Summary & 2 Unsecured Creditors
ATP OIL: Gets Court Nod for July 31 Lease Decision Deadline
BIOVEST INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors
BRIGHTER CHOICE: Fitch Cuts $15.1MM Revenue Bond Ratings to 'BB-'
BRIGHTER CHOICE: Fitch Cuts $17.7MM Revenue Bond Ratings to 'BB+'

CAMBRIDGE ACADEMY: Fitch Cuts $8.4MM Revenue Bonds Ratings to BB-
CAPITOL BANCORP: Exclusive Plan Filing Period Extended to May 16
CARDEN TRADITIONAL: Fitch Cuts Refunding Bonds Ratings to 'B'
CASH STORE: Provides Response to Roll-Out in Ontario "Positive"
CATALENT PHARMA: Moody's Changes Ratings Outlook to Negative

CHESTER COMMUNITY: Fitch Affirms 'BB' Revenue Bonds Ratings
CLARENDON ALUMINA: Moody's Cuts Rating on 8.5% Sr. Notes to Caa3
COLLEGE BOOK: Guaranty Lawsuit Goes to W.D.N.C. Court
COLORADO EDUCATIONAL: Fitch Cuts Ratings on Revenue Bonds to 'B-'
COMMERCIAL BARGE: Moody's Affirms 'B2' CFR; Outlook Stable

COMERCIAL LAS TRES: Case Summary & 20 Largest Unsecured Creditors
D.J. HOSPITALITY: Case Summary & 16 Largest Unsecured Creditors
DESERT LAND: Wins Summary Judgment Bid in "Gonzales" Suit
DJO FINANCE: Debt Facility Changes No Impact on Moody's 'B3' CFR
DJO FINANCE: S&P Rates $100MM Revolver and $862MM Loan 'B+'

DYNEGY HOLDINGS: Units File Amended Plan, Cites Trustee Objection
DYNEGY HOLDINGS: US Trustee Says Units' Liq. Plan Not Confirmable
DYNEGY HOLDINGS: Creditors Vote to Accept Units' Liquidation Plan
EAST COAST BROKERS: Files for Chapter 11 in Tampa
EAST COAST BROKERS: Voluntary Chapter 11 Case Summary

EASTERN PROMENADE: Case Summary & 5 Largest Unsecured Creditors
EASTMAN KODAK: Gets Court OK of Amended DIP Credit Agreement
EASTMAN KODAK: Wins Court Approval of Revised Citi Agreement
EMD LLC: Case Summary & 20 Largest Unsecured Creditors
FIBERTOWER NETWORK: Seeks Further Extension of Exclusive Periods

FLORENCE HOSPITAL: Acute-Care Hospital Files Ch.11 in Tucson
FLORENCE HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
FOCUS LEARNING: Fitch Cuts Revenue Bonds Ratings to 'BB+'
FORESIGHT APPLICATIONS: Case Summary & 20 Top Unsecured Creditors
FREE HORIZON: Fitch Lowers Revenue Bonds Ratings to 'BB-'

FRONTIER SHOPPING: Case Summary & 5 Unsecured Creditors
FRONTIERS MEDIA: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Creditors Appeal $1.5B Fight with JPM, Lenders
GENESIS PRESS: Case Summary & 20 Largest Unsecured Creditors
GEOKINETICS INC: Files for Chapter 11 with Pre-Packaged Plan

GEOKINETICS INC: Case Summary & 30 Largest Unsecured Creditors
GIANT AUTO: Ky. Court Dismisses Suit Challenging Asset Sale
GILBERT MOTOR: Case Summary & 20 Largest Unsecured Creditors
GOLD RESERVE: NYSE-MKT Denies Appeal for Continued Listing
GORDON CARUK: Court Revises Ruling in BofA Lawsuit

GRAND SUMMIT: Case Summary & 3 Unsecured Creditors
GREAT HEARTS: Fitch Lowers $16MM Revenue Bonds Ratings to 'BB'
GREAT PLATTE: Case Summary & 20 Largest Unsecured Creditors
HAWKER BEECHCRAFT: IAM Opposes Embraer U.S. Air Force Contract
HOPE ACADEMY: Fitch Cuts Ratings on $8.885MM Revenue Bonds to 'BB'

HOPKINS COUNTY: S&P Lowers Rating on $22MM 2008 Bonds to 'BB+'
HOSANNA YOUTH: Case Summary & 10 Largest Unsecured Creditors
HTH LEARNING: Fitch Cuts Ratings on Two Bond Classes to 'BB'
INDIANTOWN COGENERATION: Moody's Rates Subordinated Debt 'Ba1'
INDIANTOWN COGENERATION: S&P Rates $128MM Sub. Notes Due 2025 'BB'

ISLAND ONE: Korshak Law Firm Fails to Dismiss Clawback Lawsuit
JAMES RIVER: Moody's Maintains 'Caa1' Corporate Family Rating
JC PENNEY: Cuts Additional 2,200 Workers to Slash Costs
KAR AUCTION: S&P Retains 'BB-' Rating After Term Loan Addition
KORLEY SEARS: Court Rejects Defense Issues in Rhett Sears Suit

LA VERNIA HIGHER: Fitch Lowers Revenue Bonds Rating to 'BB+'
LCI HOLDING: Amends Schedules of Assets and Liabilities
LCI HOLDING: Hearing on C. Walker Return as CFO Today
LCI HOLDING: To Auction All Assets March 20
LEDA LANES: Case Summary & 20 Largest Unsecured Creditors

LEHI ROLLER: US Trustee Seeks Chapter 7 Conversion
LEVI STRAUSS: Fitch Affirms 'B+' IDR; Outlook Negative
LOCAL SERVICE: Scheduling Conference Set for April 9
LOUIS PEARLMAN: Trustee Barred From Amending Suit v. Accountant
MAIN STREET: Case Summary & 20 Largest Unsecured Creditors

MCCLATCHY CO: Incurs $144,000 Net Loss in 2012
MCGRAW-HILL GLOBAL: Fitch Rates New $1.05BB Secured Note 'BB'
MDC PARTNERS: Moody's Assigns 'B3' Rating to US$500-Mil. Notes
MDC PARTNERS: S&P Assigns 'B-' Rating to $500MM Notes Due 2020
METEX MFG: Bridge Order Extends Exclusive Periods to April 11

MF GLOBAL: Asks Court to Approve Supplements to Plan Outline
MF GLOBAL: U.S. Trustee Names 3 New Members of Creditors Committee
MGIC INVESTMENT: S&P Raises Rating to 'B'; Outlook Stable
MISSION NEWENERGY: Westcliff Trust Owns 71% Ordinary Shares
MISSION NEWENERGY: Eastwood Owns 71% of Shares at Nov. 23

MOMENTIVE PERFORMANCE: Has 20.8MM Reserved Units Under 2011 Plan
MOMENTIVE SPECIALTY: Has 20.8MM Reserved Units Under 2011 Plan
MORGANS HOTEL: Files Form 10K, Incurs $66.8MM Net Loss in 2012
MORTGAGE GUARANTY: Moody's Reviews B2 Rating for Possible Upgrade
NEWBERRY ATRIUM: Case Summary & 12 Largest Unsecured Creditors

NEW ENGLAND NATIONAL: Court Trims Suit Against Town of East Lyme
NEW PLAN LEARNING: Fitch Cuts Revenue Bonds Ratings to 'BB-'
NORTEL NETWORKS: Courts Take Novel Approach to Cash Fight
OCALA FUNDING: Has April 12 Plan Confirmation Hearing
ORCAL GEOTHERMAL: Fitch Lowers Rating on $165MM Sr. Notes to 'BB'

OVERSEAS SHIPHOLDING: Files Schedules of Assets and Liabilities
OVERSEAS SHIPHOLDING: Has Until Aug. 2 to File Plan
OVERSEAS SHIPHOLDING: Moves to Dump Wilbur Ross Vessels
PALI HOLDINGS: Co-Founder Targets Jenner & Block Over Fraud
PATTERSON PARK: Fitch Lowers Ratings on $13.53 Bonds to 'BB+'

PENSON WORLDWIDE: To Auction Nexa Technologies on March 22
PHOENIX COS: S&P Puts 'B-' CCR on Creditwatch Negative
PICACHO HILLS UTILITY: Files for Chapter 11 in Albuquerque
PICACHO HILLS UTILITY: Sec. 341 Creditors' Meeting on April 4
PICACHO HILLS: Case Summary & 20 Largest Unsecured Creditors

PINELLAS COUNTY: Fitch Lowers Revenue Bond Ratings to 'BB'
PINNACLE AIRLINES: Wins Court Approval of Plan Outline
PLAZA RESORT: Suit vs. Perimetro Stays in Bankruptcy Court
PMI GROUP: Files 7th Request to Extend Exclusive Periods
POINTE PARKWAY: Case Summary & 17 Unsecured Creditors

POWERWAVE TECHNOLOGIES: Committee Seeks to Hire Advisors
POWERWAVE TECHNOLOGIES: Schedules Reveal $68M Assets, $350M Debts
PROPERTY EQUITY: Voluntary Chapter 11 Case Summary
QUALITY HOME: Defendants Lose Summary Judgment Bid
R-G PREMIER: Ex-Execs Can't Duck FDIC's $417M Bank Collapse Suit

RADIAN GUARANTY: Unit Releases Delinquency Data for February
RAPID-AMERICAN CORP: Files Chapter 11 to Deal With Asbestos Debt
RAPID-AMERICAN: Voluntary Chapter 11 Case Summary
RAPID-AMERICAN: List of 20 Law Firms Representing Asbestos Clients
RENAISSANCE CHARTER: Fitch Cuts Revenue Bonds Ratings to 'BB-'

RENAISSANCE CHARTER: Fitch Cuts Ratings on $68MM Bonds to 'BB+'
REVEL AC: To File Prepacked Reorganization This Month
REVEL AC: Inks Omnibus Amendment to Credit & Disbursement Pacts
RICHMOND COUNTY: Fitch Affirms 'BB-' Preferred Stock Rating
ROBERT CLEMENTS: Donna Clements Claim Allowed for Voting Purposes

RUBY WESTERN: Moody's Rates New $500-Mil. Senior Term Loan 'Ba2'
SAGITTARIUS RESTAURANTS: S&P Rates $215MM 1st-Lien Facility 'B'
SAN DIEGO HOSPICE: Auction Scheduled for April 30
SCHOOL SPECIALTY: Creditors Argue Against Make-Whole
SILICON VALLEY TELECOM: Directed to Make Plan Payments
SOLID ROCK HOLDINGS: Case Summary & 3 Largest Unsecured Creditors

STAMP FARMS: Boersen Farms Acquires Assets for $22.8 Million
STAR WEST: S&P Affirms Prelim. 'BB-' Rating on Upsized Term Loan
STEVE PAIGE: Cleared of Income Tax Liability for 2009-2010
STREAM GLOBAL: Moody's Assigns 'B1' Rating to $30MM Debt Add-On
SUN PRODUCTS: $500 Million Notes Offer Gets Moody's 'Caa1' Rating

SUN PRODUCTS: S&P Assigns 'CCC' Rating to $500MM Notes Due 2021
SWITCH HOLDINGS: Voluntary Chapter 11 Case Summary
TANDY BRANDS: In Breach of Fixed Charge Coverage Covenant
TAYLOR BEANS: Stradley Says It Didn't Botch $200M Loan Terms
TECHOS CARIBE: Case Summary & 15 Unsecured Creditors

THOMPSON CREEK: Amends Performance Awards with Executive Officers
TOVI TOVI: Case Summary & 11 Largest Unsecured Creditors
TRANS ENERGY: Hikes Borrowings Under Amended Credit Pact to $75MM
TRIBUNE CO: Former Execs Say Trustee Can't Grab $46-Mil. Suits
UNIGENE LABORATORIES: Reacts to FDA Review of Salmon Calcitonin

UNITED WESTERN: Can't Overturn OTS' Seizure
UNITED WESTERN: May Seek Ch. 7 After Suit vs. Comptroller Killed
VERTIS HOLDINGS: To Wind Down Ontario Unit, Taps Canadian Counsel
VERTIS HOLDINGS: Seeks to Access Morgan Stanley Cash Collateral
WALKER MANAGEMENT: Summary Judgment in Meadowbrook Suit Upheld

WATCO COMPANIES: Moody's Rates New $400 Million Notes Offer 'B3'
WATERSCAPE RESORTS: Bankr. Court to Decide on CEE Claim
WEST SEATTLE FITNESS: To Sell Assets, Cancel Prepaid Contracts
WESTMORELAND COAL: Incurs $13.6 Million Net Loss in 2012
WHOLE NOTE: Case Summary & Largest Unsecured Creditor

* Lien on Auto May be Voided Using Wildcard Exemption

* Fitch Says Stress Tests Offer More Room for Regional Banks
* Moody's Sees Improvements in U.S. P&C Insurers for 2012
* Moody's Reports 2.7% Global Spec-Grade Corporate Default Rate
* Significant Differences Continue in Foreclosure Pipelines
* Warren Questions U.S. Agencies' Light Touch on Money Laundering
* Rep. Ryan to Unveil Republican Balanced Budget Plan

* All But One Major U.S. Bank Pass Fed's Stress Test
* Sequestration Hits Legal System as Courts Keep Bankers' Hours
* Uninsured Americans Get Hit With Biggest Hospital Bills
* Ex-Loeb & Loeb Partner Says Firm Stiffed Him on Pay

* To Place Graduates, Law Schools Are Opening Firms
* Lanier' Alex Brown Recognized in 2013 Tex. Rising Stars List

* 1st Circuit Appoints Bruce Harwood as N.H. Bankruptcy Judge

* Large Companies With Insolvent Balance Sheets

                            *********

1250 OCEANSIDE PARTNERS: Proposes Gelber as General Counsel
-----------------------------------------------------------
1250 Oceanside Partners and its debtor-affiliates seek to employ
the law firm of Gelber, Gelber & Ingersoll as their general
counsel, nunc pro tunc to the Petition Date.

The Debtors said that GG&I has had considerable experience
involving reorganization under the Bankruptcy Code, and it is in
the best interest of their estates that GG&I be employed to
represent the Debtors.  The Debtors believe that GG&I is
disinterested within the meaning of Section 101(14) of the
Bankruptcy Code.

GG&I will apply for compensation and reimbursement of costs, at
its ordinary rates, as they may be adjusted from time to time.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.


1250 OCEANSIDE PARTNERS: Has $2.5-Mil. Financing From SKF
---------------------------------------------------------
1250 Oceanside Partners and its debtor-affiliates say they have
commenced Chapter 11 proceedings in order to propose a plan of
reorganization that will restructure and resolve their secured and
unsecured debt and allow the development of their Hokuli'a project
to proceed to completion and enable future development of the
Keopuka property.

To fund the Chapter 11 case, the Debtors arranged postpetition
financing from existing lender Sun Kona Finance I LLC, in the
amount of $2.5 million.  SKF I will provide $100,000 upon interim
approval of the financing.

Accordingly, the Debtors seek Court approval to obtain a revolving
line of credit of up to $2.5 million from SFK I.

The term of the DIP loan is 24 months, with interest at 6% per
annum, all principal and interest payable at maturity.  The DIP
loan will be secured by a first priority lien on all presently
unencumbered assets, if any, and junior liens on all other assets,
and will be an administrative claim with priority over all other
administrative claims with the exception of the carve-out.

Assets currently not encumbered by SKF I's senior liens include
the Debtors' interest in the lot purchaser include the interest in
the lot purchaser carry-back notes and mortgages pledged to secure
a loan by Textron and the Debtors' avoidance actions.

The Debtors do not have any current source of income available to
pay their ongoing operating expenses or cover the administrative
costs to be incurred in their reorganization proceedings.

The Debtors are required to obtain final approval of the DIP
financing on April 12, 2013.

Other "first day" motions filed by the Debtors include requests to
pay prepetition claims of employees, and prohibit utilities from
discontinuing service.  The Debtors are asking for authority to
pay three active-full time employees and one independent
contractor their accrued but unpaid employment-related costs and
expenses that arose prepetition.  The Debtors are also seeking
joint administration of their Chapter 11 cases.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default.  Oceanside and Front Nine own most of the land within the
Hokuli'a project, which is the principal development.  Pacific
Star owns land, referred to as "Keopuka", near Hokuli'a.  The
Hokuli'a was to have 730 residential units, an 18-hole golf
course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.


1250 OCEANSIDE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 1250 Oceanside Partners
          aka Oceanside
              1250 Oceanside
              Hokulia
              Hokuli'a
        1380 Lead Hill Boulevard, Suite 106
        Roseville, CA 95661
        Tel: (916) 677-4227

Bankruptcy Case No.: 13-00353

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Front Nine, LLC                       13-00354
Pacific Star Company, LLC             13-00355

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Don Jeffrey Gelber, Esq.
                  GELBER GELBER & INGERSOLL
                  745 Fort Street, Suite 1400
                  Honolulu, HI 96813
                  Tel: (808) 524-0155
                  Fax: (808) 531-6963
                  E-mail: d.j.gelber@gelberlawyers.com

1250 Oceanside's
Estimated Assets: $10,000,001 to $50,000,000

1250 Oceanside's
Estimated Debts: $500,000,001 to $1 billion

The petitions were signed by Craig Pickett, president/general
manager/CFO.

1250 Oceanside's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sun Kona Finance I, LLC            Loan & Mortgage    $626,326,775
2260 Douglas Boulevard, Suite 240
Roseville, CA 95661

County of Hawaii                   Note & Mortgage     $20,000,000
333 Kilauea Avenue, 2nd Floor
Hilo, HI 96720

Ackerman Ranch, Inc.               Purchase Money      $13,416,700
P.O. Box 715                       Mortgage
Kealakekua, HI 96750

White Family Trust DTD 6/25/99     Claims               $3,500,000
78-6858 Kuhinanui Street
Kailua-Kona, HI 96740

W. & V. Batiste, Indiv. & as T'EES Claims               $2,963,222
75-5471 Kona Bay Drive
Kailua-Kona, HI 96740

Mark & Susan Perry Davis, T'EEs    Claims               $2,700,000
865 S. Figueroa Street, 12th Floor
Los Angeles, CA 90017

Michael J. Roberts, Ind & OBO      Claims               $2,300,000
6688 Gunpark Drive
Boulder, CO 80301

J. Freiman & S. Mendel, Ind &      Claims               $1,921,724
as T'ees
20 Seaview Avenue
Newport, RI 02840

Allen, WM & Terri Living Trusts    Claims               $1,300,000
113 Metate Place
Palm Desert, CA 92260

Cung Hun & Nancy Chung, Ind & OBO  Claims               $1,250,000
73-1381 Kipapa Place
Kailua-Kona, HI 96740

R L & T D Dvorak, Indv & as T'ees  Claims               $1,224,000
765 Chuckanut Shore Road
Bellingham, WA 98229

J Hassfurther Trst                 Claims               $1,100,000
1121 Melody Road
Lake Forest, IL 60045

Kitchell Contractors Inc.          Fees and general     $1,080,000
1707 E. Highland, Suite 200        excise tax claim
Phoenix, AZ 85016

Hale Irwin                         Fees                   $865,000
8800 North Gainey Center Drive, Suite 279W
Scottsdale, AZ 85258

Native Sun Business Group, Inc.    Management Consulting  $800,000
73-1211A Kaiminani Road
Kailua-Kona, HI 96740

Isemoto Contracting Co., Ltd.      Claim for retention    $597,395
74-5039B Queen Kaahumanu Highway   amount
Kailua-Kona, HI 96740

Trs of the Estate of B.P. Bishop   Lease Rent             $175,299

Lot 163 LLC                        Damage Claim           $150,000

Irongate                           Project Management     $100,000
                                   Fee

Wes Thomas & Associates            Survey Work             $50,000


199 REALTY: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 199 Realty Corp.
        237 South Street
        Morristown, NJ 07960

Bankruptcy Case No.: 13-14776

Chapter 11 Petition Date: March 7, 2013

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  P.O. Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  E-mail: msbauer@nmmlaw.com

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

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

A copy of the Company's list of its eight largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/njb13-14776.pdf

The petition was signed by Lawrence S. Berger, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
400 Blair Realty Holdings, LLC         11-37887   09/23/11
Alsol Corporation                      13-12689   02/11/13
Berley Associates, Ltd.                12-32032   09/05/12
Kirby Avenue Realty Holdings, LLC      13-14056   02/28/13
Route 88 Office Associates, Ltd.       12-32431   09/11/12
S B Building Associates LP             13-12682   02/11/13
SB Milltown Industrial Realty
  Holdings, LLC                        13-12685   02/11/13
Somerset Thor Building Realty
  Holdings, LP                         13-12660   02/11/13


A1A PROFESSIONAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: A1A Professional Cleaning & Supplies, LLC.
        627 North Albany Avenue Suite 141
        Chicago, IL 60612

Bankruptcy Case No.: 13-09066

Chapter 11 Petition Date: March 7, 2013

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Philip Fornaro, Esq.
                  LAW OFFICE OF PHILIP M. FORNARO & ASSOCIATES
                  4830 W Butterfield Rd
                  Hillside, IL 60162
                  Tel: (708) 384-0800
                  E-mail: philip@fornarolaw.com

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

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

A copy of the list of its 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb13-09066.pdf

The petition was signed by Veldrin D. Freemon, managing member.


ABSORBENT TECHNOLOGIES: Oregon's Zeba Maker in Chapter 11
---------------------------------------------------------
Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately-held Absorbent Technologies.


ABSORBENT TECHNOLOGIES: Case Summary & 20 Top Unsec. Creditors
--------------------------------------------------------------
Debtor: Absorbent Technologies, Inc.
        8705 SW Nimbus Avenue, Suite 230
        Beaverton, OR 97008

Bankruptcy Case No.: 13-31286

Chapter 11 Petition Date: March 8, 2013

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Gary U. Scharff, Esq.
                  LAW OFFICE OF GARY U. SCHARFF
                  621 SW Morrison Street, #1300
                  Portland, OR 97205
                  Tel: (503) 493-4353
                  E-mail: gs@scharfflaw.com

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

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

The petition was signed by David C. Moffenbeier, CEO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ephesians Equity Group             Promissory Notes     $9,712,963
7115 N. Division Street, Suite B356
Spokane, WA 99208

Water Conservation Tech.           Equipment Sale       $3,101,514
755 W. Big Beaver Road, Suite 1700
Troy, MI 48084

Scotts Miracle-Gro                 Trade Debt           $1,713,876
14111 Scottslawn Road
Marysville, OH 43041

Gudman Trust                       Promissory Notes     $1,566,997
4088 SW Orchard Way
Lake Oswego, OR 97035

Trinity Capital                    Equipment Lease      $1,458,851
2121 W. Chandler Boulevard, Suite 103
Chandler, AZ 85224

Insight Technologies               Promissory Notes     $1,248,310
755 W. Big Beaver Road, Suite 1700
Troy, MI 48084

D2 Polymer Tech.                   Royalties            $1,227,300
448 So. Montana Avenue
Morton, IL 61550

Fluffco, LLC                       Equipment Lease      $1,219,466
8405 SW Nimbus Avenue, Suite A
Beaverton, OR 97008

Blake Singer                       Commissions          $1,034,419
11235 SW Riverwood Road
Portland, OR 97219

Linn County Tax                    Property Tax           $878,960
P.O. Box 100
Albany, OR 97321

VenCore Solutions LLC              Equipment Lease        $730,641
P.O. Box 289674
Tukwila, WA 98138

Stoel Rives LLP                    Legal                  $641,843
900 SW Fifth Avenue, Suite 2600
Portland, OR 97204

Steve Pawlowski                    Promissory Notes       $592,353
6624 SW 158th Avenue
Beaverton, OR 97007

AZA Pooled Real Estate             Promissory Note        $403,048
2301 W. Big Beaver Road, Suite 620
Troy, MI 48084

TCT Fund                           Promissory Note        $389,664
2121 Sage, Suite 225
Houston, TX 77056

Biotex Fund                        Promissory Note        $389,664
2121 Sage, Suite 225
Houston, TX 77056

Morris Westlund                    Promissory Note        $355,850
16615 SW Maple Circle
Lake Oswego, OR 97034

UniTrak Corp. Ltd                  Equipment              $290,035
P.O. Box 330
Port Hope, ON L1A 1N4
Canada

Winzler & Kelly, Inc.              Consulting             $277,839
15575 SW Sequoia Parkway
Portland, OR 97224

Lombard Foods Inc.                 Rent                   $181,639


ADMIRAL MANOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Admiral Manor LLC
        145 Bloomington Ave
        Bremerton, WA 98312

Bankruptcy Case No.: 13-12015

Chapter 11 Petition Date: March 7, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

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

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/wawb13-12015.pdf

The petition was signed by Tad Reasons, managing member.


AEHCC LLC: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: AEHCC, LLC, a Colorado limited liability company
        4620 West Beverly Blvd.
        Los Angeles, CA 90004

Bankruptcy Case No.: 13-15929

Chapter 11 Petition Date: March 7, 2013

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Debtor's Counsel: Steven T. Gubner, Esq.
                  EZRA BRUTZKUS & GUBNER
                  21650 Oxnard St., Ste 500
                  Woodland Hills, CA 91367
                  Tel: (818) 827-9000
                  Fax: (818) 827-9099
                  E-mail: sgubner@ebg-law.com

Estimated Assets: $0 to $50,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
First Intercontinental    Judgment               $2,264,364
Bank
c/o S. Young Lim
Park & Lim
3435 Wilshire Blvd, Suite 2920
Los Angeles, CA 90010

The petition was signed by Edward S. Ahn, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Edward S. Ahn, M.D. and Helen Ahn      13-15807   03/06/13


AHERN RENTALS: Amends Personal Injury Claims Info in Ch. 11 Plan
----------------------------------------------------------------
Ahern Rentals, Inc., delivered to the U.S. Bankruptcy Court for
the District of Nevada a second amended plan of reorganization and
accompanying disclosure statement to amend, among other things,
information relating to Classes 6A to 6L (Personal Injury Claims).

The Second Amended Plan provides that the total number of Class 6A
to 6L claims asserted is 24 with a total claim amount of
$42,520,872.  The Debtor said its remaining liability for the
claims is $1,860,000.

The Second Amended Plan also provides that effective as of the
Effective Date of the Debtor Plan, all preference actions against
current and future Holders of Allowed Personal Injury Claims,
Allowed General Unsecured Claims, and Allowed Convenience Claims
arising under Section 547 of the Bankruptcy Code will be waived.

A full-text copy of the Second Amended Plan, dated March 8, 2013,
is available for free at http://bankrupt.com/misc/AHERNds2.pdf

                        About Ahern Rentals

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

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

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

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

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

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

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

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


AHERN RENTALS: DIP Maturity Date Tolled, Termination Dates Waived
-----------------------------------------------------------------
Ahern Rentals, Inc., asks the U.S. Bankruptcy Court for the
District of Nevada to amend its stipulation with majority of its
term lenders regarding the use of cash collateral and its debtor-
in-possession financing agreement to provide for the waiver of
certain termination dates and defaults under the two agreements.

The Cash Collateral Stipulation and the DIP Agreement are also
amended to add the requirements that (i) information regarding
potential exit financing sources be delivered to the Majority Term
Lenders on or before May 30, 2013, (ii) binding commitments for
exit financing be delivered to the Majority Term Lenders on or
prior to June 14, 2013, and (iii) the Debtor deliver to the
Majority Term Lenders certain term sheets, proposals, or offers
regarding any potential exit asset-based financing or potential
funding to pay any creditors under a plan, and that the Debtor's
CEO or CFO deliver a certificate on a monthly basis confirming its
compliance with the Exit Financing Information Covenant.

The DIP Agreement is also amended to extend its scheduled maturity
date of to Sept. 23, 2013, subject to certain milestone.

The Debtor asserts that the amendments are necessary in order to
give it enough liquidity in order to sustain its operations in the
Chapter 11 Case and effectuate its reorganization.  Without the
continued access to the Cash Collateral, the Debtor says it will
be unable to meet payroll, honor its customer and rental programs,
maintain a reliable and efficient supply and distribution network,
maintain its equipment, purchase new inventory, or preserve
utility services on an uninterrupted basis, all of which are
critical to Debtor's ability to assure its suppliers, vendors, and
employees that they will be paid for postpetition services and
assure its customers that Debtor will be able to deliver products
and services during this Chapter 11 Case, which are essential to
preserve Debtor's going-concern value for the benefit of its
estate and creditors.  The Debtor adds that the brief extension of
the DIP Loan maturity is necessary to allow it the requisite time
to solicit acceptance and seek confirmation of its Plan prior to
termination of the DIP Loan.

                        About Ahern Rentals

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: Seeks Further Extension of Exclusive Periods
------------------------------------------------------------
In a motion filed with the U.S. Bankruptcy Court for the District
of Delaware, Allied Systems Holdings, Inc., et al., for the third
time, seek further extension their exclusive plan filing and
solicitation periods in order to give them additional time to
negotiate a consensual exit strategy with their stakeholders.

Specifically, the Debtors ask that their exclusive plan filing
period be extended until June 6, 2013, and their exclusive
solicitation period until August 5, 2013.

The Debtors relate that at this time, their major lenders and the
Official Committee of Unsecured Creditors appointed in their
Chapter 11 cases have not coalesced around an exit strategy.  The
Debtors note that their major lenders have been parties to
litigation among themselves in the Bankruptcy Court and elsewhere
to determine their relative rights and obligations and certain of
the lenders and the Creditors' Committee are bringing actions
against certain of the Allied Holdings' directors as well as
affiliates of the directors.

A hearing to consider approval of the request is set for April 8.
Objections are due March 19.

                       About Allied Systems

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

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

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

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

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

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

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

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


AMERICA WEST RESOURCES: Coal Mine Goes Up for Auction April 3
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that America West Resources Inc. will sell the mine at
auction on April 3.  Under sale procedures approved last week by
the U.S. Bankruptcy Court in Las Vegas, bids are due initially on
April 1.  No buyer is under contract as yet.  The auction will
take place April 3, followed by a hearing on April 4 to approve
the sale.  America West needs a quick sale because financing runs
out on April 15.

According to the report, Denly Utah Coal LLC, a 39.5% owner, is
also a secured lender owed about $23 million.  According to
America West, Denly doesn't intend on making a credit bid unless
cash bids are insufficient.

                        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 (Bankr. 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 AIRLINES: Seeks to Modify Republic Airways Agreement
-------------------------------------------------------------
AMR Corp. asks Judge Sean Lane of the U.S. Bankruptcy Court for
the Southern District of New York to modify the agreement for
Republic Airways Holdings Inc. to operate 76-seat regional jets.

AMR, the parent of American Airlines Inc., said it is modifying
the agreement by removing six used jets from the fleet.  As a
result, the deal now calls for Republic Airways to operate 47
jets, all new.

The revised agreement also incorporates a rebate to American
Airlines that will bring savings to the airline, according to a
court filing.

American Airlines signed the 12-year agreement for Republic
Airways to operate Embraer E-175 regional jets.  The deal is part
of its effort to diversify suppliers of commuter flights beyond
its American Eagle unit, and to add larger regional jets that are
more economical to operate.

Eagle has been limited to operating 47 Bombardier CRJ-700
regional jets with 65 seats for American Airlines by the larger
carrier's contract with its pilots union.  Concessions made as
the labor deal was renegotiated in bankruptcy allow for more of
the bigger jets to be flown for American Airlines.

Republic Airways, an operator of large Embraer jets, is a long-
time partner of American Airlines.  Its subsidiary, Chautauqua
Airlines, operates regional jet service for American from its hub
at Chicago O'Hare with 15 Embraer E-140 planes.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Eagle Seeks to Assume Northwest Arkansas Lease
-----------------------------------------------------------------
Debtor American Eagle Airlines Inc. is seeking approval from the
Bankruptcy Court to take over a lease with the Northwest Arkansas
Regional Airport Authority.

The lease dated January 1, 2009, has allowed AMR Corp.'s regional
carrier to operate at the Northwest Arkansas airport.

Last month, Eagle reached an agreement with the airport authority
to assume the lease, and pay the so-called cure amount of
$126,141 for any defaults under the lease.  The agreement
requires the airport authority to withdraw its claim, assigned as
Claim No. 2122, after payment of the cure amount.

A court hearing is scheduled for March 12.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Seeks More Time to Decide on NY Terminal Leases
------------------------------------------------------------------
American Airlines Inc. is seeking additional time to decide on
whether to assume or reject its terminal leases with New York
City Industrial Development Agency.  The contracts are listed at
http://is.gd/E35rrI

Meanwhile, the U.S. Bankruptcy Court in Manhattan gave AMR Corp.
additional time to decide on whether to assume or reject 17
leases of non-residential real properties located at the John F.
Kennedy International Airport, Chicago O'Hare International
Airport, and San Francisco International Airport.  The contracts
are listed at http://is.gd/aFGDuG

                      About American Airlines

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

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

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

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

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


AMERICAN CHARTER: Fitch Cuts $76MM Revenue Bond Ratings to 'BB'
---------------------------------------------------------------
Fitch Ratings downgrades to 'BB' from 'BBB' and removes from
Rating Watch Negative the rating on $76.915 million in bonds
issued by the Pima County Industrial Development Authority,
Arizona. The bonds were issued on behalf of the American Charter
Schools Foundation.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a joint and several pledge of the
revenues of the ten ACSF schools (collectively, the schools),
which primarily consist of state aid based on enrollment.

KEY RATING DRIVERS

WEAK FINANCIAL PROFILE: The downgrade to 'BB' primarily reflects a
history of break-even to slightly negative operations and a very
limited financial cushion. The downgrade also reflects a high debt
burden and adequate, albeit limited, coverage of transaction
maximum annual debt service (TMADS). Under Fitch's updated charter
school rating rriteria, ACSF's financial profile demonstrates
characteristics consistent with a speculative grade rating.

ENROLLMENT ISSUES PERSIST: Aggregate enrollment at the schools
rebounded in fall 2012 following three consecutive years of
declines. However, enrollment declines persisted at several
schools. The inability to correct these issues over a total of
four enrollment cycles is an additional credit concern.

STRUCTURAL BONDHOLDER PROVISIONS: Legal and structural security
measures include a trustee intercept of state aid. This provides
for payment of debt service before any pro-rata distribution of
revenues to the schools, and contractual subordination of the
charter management organization's (CMO) fee.

RATING SENSITIVITES

MARGIN DETERIORATION: Should ACSF's operating margin deteriorate
for any reason, causing TMADS coverage to fall below 1x or a
depletion of current balance sheet resources, further negative
rating pressure is likely to result.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

LIMITED FINANCIAL FLEXIBILITY

The 'BB' rating primarily indicates an overall financial profile
that Fitch considers to be inconsistent with an investment grade
rating under its updated charter school rating criteria. ACSF's
operating margin averaged -0.4% from fiscal 2007 to fiscal 2011.
In fiscal 2012, certain accounting changes artificially inflated
operating results to a solid surplus level (+4.8%). After
adjusting for these one-time revenue inclusions, the margin dipped
below the historical average, to -1.3%.

The CMO (the Leona Group) noted that certain unanticipated costs
and demand changes resulted in the operating deficit in fiscal
2012, despite the expectation for break-even results as of the end
of the third quarter of fiscal 2012. The primary cost overruns
related to unexpected repairs on modular facilities at one school
(West Phoenix High School). Further, management made a decision to
honor agreed upon bonus payments at certain schools based on
enrollment improvements in fall 2012 despite the fact that the
enrollment levels eroded during the course of the year. This
resulted in weaker than anticipated financial performance.

Fiscal 2012 demonstrates the material lack of operating
flexibility that ACSF maintains relative to revenue or expense
fluctuations that may occur during the normal course of business.
The narrowed operations compound existing issues related to ACSF's
already limited balance sheet cushion. Available funds, defined as
cash and investments not permanently restricted, declined to $1.4
million as a result of the fiscal 2012 deficit. In fiscal 2012,
available funds represented just 4% of operating expenses ($34.1
million) and 1.8% of outstanding debt ($76.9 million).

HIGH DEBT BURDEN

ACSF's minimal operating and financial flexibility exacerbate
concerns about the foundation's high debt burden. TMADS of $5.6
million represented 16.6% of fiscal 2012 operating revenues,
consistent with the historical average of 16.4%. Fitch's criteria
considers a debt burden exceeding 15% a speculative grade
attribute. While operations continue to provide adequate coverage
of the TMADS burden, fiscal 2012 coverage was just 1.1x, providing
a limited offset to concerns related to affordability.

ENROLLMENT ISSUES LIMIT BUDGET IMPROVEMENT

In fall 2012, the CMO successfully increased aggregate enrollment
across the schools by 257 students, or 6.3%. Fitch views this
turnaround positively given that the aggregate student population
has declined in each of the prior three enrollment cycles (fall
2009, 2010 and 2011). However, three schools continued to
experience enrollment losses.

Leona has noted that two of the schools may require significant
programmatic change to meet the needs of the current service area
demographics, which have changed significantly in the last five
years. Fitch considers the potential costs associated with these
changes as a further risk to ACSF's ability to generated balanced
annual financial performance going forward. The persisting
enrollment issues are incorporated in the downgrade to 'BB'.

ACSF is comprised of 10 schools, nine of which operate in the
Phoenix metropolitan area. The tenth school operates in the Tucson
area. The schools maintain independent charters from the Arizona
State Board of Charter Schools. Each charter has a fifteen-year
term, and expires in 2017 or 2018, depending on the school. The
ACSF schools each maintain management agreements with Leona, one
of the largest CMOs in the state of Arizona. Leona manages charter
schools nationwide, and maintains its headquarters in Michigan.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


ARMAND ASSANTE: Ex-Wife's Appeal From Bank. Court Ruling Dismissed
------------------------------------------------------------------
District Judge Cathy Seibel dismissed an appeal filed by
Karen Assante from a May 1, 2012 bench ruling, and May 22, 2012
Memorandum Decision and Order issued by the U.S. Bankruptcy Court
for the Southern District of New York dismissing an adversary
complaint for equitable subordination and frustration of contract
asserted by Armand Assante against Eastern Savings Bank.

The Court said Karen Assante -- Armand Assante's ex-wife, the
largest creditor in his Chapter 11 bankruptcy, and a non-party to
the adversary proceeding -- cannot demonstrate a direct financial
injury from the Bankruptcy Court's Order, and lacks standing to
appeal the decision.  Furthermore, Judge Seibel agreed with
Bankruptcy Judge Morris that collateral estoppel barred Mr.
Assante's adversary proceeding in any event.

Judge Seibel directed the Clerk of Court to close the case.

The Appeal is styled KAREN ASSANTE, Appellant, v. EASTERN SAVINGS
BANK, FSB, Appellee, No. 12-CV-5309 (CS), (S.D.N.Y.).  A copy of
the District Court's March 4, 2013 Opinion and Order is available
at http://is.gd/zQqtcmfrom Leagle.com.

Eric Raymond Perkins, Esq. -- eperkins@mdmc-law.com -- at McElroy,
Deutsch, Mulvaney & Carpenter LLP, in Ridgewood, New Jersey,
represents Armand Anthony Assante.

Patrick N. Z. Rona, Esq. -- pnzrona@duanemorris.com -- at Duane
Morris LLP, in New York, represents Karen Assante.

Jerold C. Feuerstein, Esq. -- jfeuerstein@kandfllp.com -- at Kriss
& Feuerstein LLP, in New York, represents Eastern Savings Bank.

                       About Armand Assante

Irish-Italian actor Armand Assante filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 11-37823) on Oct. 7, 2011, to
halt the foreclosure sale of his 145-acre horse farm.  Mr. Assante
often plays a tough guy on film and has been nominated for several
Golden Globe awards.  Mr. Assante is represented by Josh Denbeaux,
Esq.

Mr. Assante's bankruptcy petition says he owed $12,138 to the
Screen Actors' Guild's credit union, based in Burbank, California.
It also said he owes $36,574 for unpaid taxes for 2006, 2007 and
2009.


ASPIRE PUBLIC: Fitch Cuts $93MM Revenue Bond Ratings to 'BB'
------------------------------------------------------------
Fitch Ratings has downgraded to 'BB' from 'BB+' and removed from
Rating Watch Negative the rating on $93.3 million in school
facility revenue bonds for the California Statewide Communities
Development Authority.  The bonds are issued on behalf of Aspire
Public Schools.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by rental payments made by Aspire equal to
debt service on the bonds from gross revenues of the 10 schools
supported by bond proceeds (bond schools); deeds of trust on five
of the 10 financed facilities; and partial credit enhancement
through a $17 million letter of credit, provided by PCSD Guaranty
Pool I, LLC, the sole member of which is Pacific Charter School
Development, Inc.

KEY RATING DRIVERS

LAWSUIT RISK WELL-MANAGED: Despite an adverse decision by the
Alameda County Superior court regarding its statewide benefit
charter, Aspire has mitigated the most severe risks facing its
state-authorized charter schools. As of early 2013, Aspire secured
district charters to replace the state authorization.

FINANCIAL METRICS ARE SPECULATIVE GRADE: Despite effective
leadership and policies, financial metrics for the bond schools
are limited. This reflects the constraints faced by most Fitch-
rated charter schools. While the margin is positive, debt service
coverage is weak and the balance sheet cushion is extremely light.

STRONG MANAGEMENT: Fitch views Aspire's operational and financial
management practices as strong. Academic performance for the bond
schools remains impressive relative to peers. Additionally, Aspire
has maintained stable financial performance at its entire network
of schools despite substantial state funding pressures.

RATING SENSITIVITIES

STANDARD CHARTER RENEWAL RISK: A limited financial cushion;
substantial reliance on enrollment-driven, per pupil funding; and
charter renewal risk are credit concerns common among all charter
school transactions that, if pressured, could negatively impact
the rating over time.

CREDIT PROFILE

APS RESOLVING LITIGATION ISSUES

On June 22, 2012, the Alameda County Superior Court issued its
final decision setting aside the State Board of Education's (SBE)
approval of Aspire's statewide benefit charter (SBC). The court
allowed Aspire a 12-month window to obtain local charters for the
six schools currently operating under the SBC. Following the
decision, Aspire submitted six charter applications to three
school districts.

Stockton Unified School District, one of the parties to the
lawsuit against Aspire, approved two applications in November. San
Juan Unified School District approved two applications in
December. Additionally, Los Angeles Unified School District
(LAUSD) approved the last two applications in January 2013. .

Fitch notes that Aspire's disclosure regarding the lawsuit is
significantly improved since March 2012. Special postings to EMMA,
and discussion in its regular quarterly reports, have provided
useful and timely updates.

POSITIVE ENROLLMENT AND DEMAND TRENDS

As of Oct. 4, 2012, Aspire enrolled 4,065 students at the 10 bond
schools, representing an annual increase of 7.4%. Impressively,
this exceeds Aspire's base case forecasts for not just fiscal
2013, but also fiscal 2015. Demand for an Aspire education remains
robust. The waitlist at the bond schools totaled over 3,300 as of
November 19.

Consistently positive academic results are the key driver for
student demand. Aspire's schools generally perform very favorably
on the state's Academic Performance Index (API), particularly
compared to those with similar demographics.

Three bond schools failed to meet their API growth targets last
year. All three are high schools which expanded last year. New
students, particularly in upper grades, often enter multiple grade
levels behind in academic proficiency. Aspire is allocating
increased instructional staffing to these three schools this year
in an effort to stabilize API performance, which Fitch views
positively.

STABLE, BUT SPECULATIVE-GRADE FINANCIAL PERFORMANCE

State funding, tied primarily to enrollment, remains the primary
revenue stream. Fitch calculated a slightly positive 1.6% margin
for the bond schools based on unaudited fiscal 2012 consolidated
financials provided by Aspire. Like several large charter school
networks, Aspire utilizes substantial philanthropic support to
offset state funding uncertainty.

Under its recently updated charter school rating criteria, Fitch
rates speculative grade any transactions that are unable to cover
maximum annual debt service (MADS), or transaction MADS (TMADS)
where applicable, from schools that are at least five years old
with at least one charter renewal.

Four of the 10 bond schools are relatively new and are therefore
excluded from Fitch's assessment of TMADS coverage. Under this
adjusted framework, in fiscal 2012 Fitch estimates that operating
results would not fully cover MADS. These four newer schools
accounted for approximately one-third of total fiscal 2012 bond
school revenues. Fitch estimates that MADS coverage from the six
older bond schools would be roughly two-thirds of the 1.2 times
(x) from all bond schools, or 0.8x. Fitch notes that the coverage
from all bond schools of 1.2x is adequate and generally in line
with the prior year's 1.5x MADS coverage.

On a consolidated basis, MADS consumed 19.6% of bond school
revenues, which is a speculative grade attribute based on Fitch's
rating criteria. The bonds are the only outstanding debt for the
bond schools and represent a high 12.9x net income available for
debt service.

The individual schools hold very little cash as those resources
are pooled at the Aspire level. Aspire's systemwide balance sheet
cushion (available funds, or unrestricted cash, cash equivalents,
and investments excluding monies dedicated for planned capital
construction under Proposition 55) at the end of fiscal 2012
remains very light at $3.2 million versus approximately $110
million (2.9%) in systemwide operating expenses and $142 MM
million (2.3%) in total pro-forma debt. .

Proposition 30 (a revenue measure approved by state voters in
November 2012 that includes significant temporary income tax
increases) revenues should lead to some improvement. That said,
any increase in reserves will likely be relatively modest.
Liquidity risk remains a credit concern, as is the case for nearly
all Fitch-rated charter schools.

STANDARD CHARTER SCHOOL RISK FACTORS

The bond schools operate under charters with five different
authorizers. Fitch communicated with the four local authorizers
(covering five bond schools) who reported that the bond schools
and Aspire were very cooperative in their oversight process. These
authorizers reported no outstanding issues threatening the
charters.

Fitch was unable to contact the California Department of Education
(CDE) to discuss the five SBE-authorized bond schools.
Importantly, Aspire has now obtained local charter for all SBE-
authorized schools, which will be effective beginning in fiscal
2014.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


ATKINS NUTRITIONALS: Moody's Rates $280 Million Term Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B2-PD probability of default rating to Atkins Nutritionals
Holdings II, Inc.

In addition, Moody's also assigned a B1 rating to the company's
proposed $20 million revolving credit facility, a B1 rating to the
company's proposed $280 million first lien term loan and a Caa1
rating to the company's proposed $125 million second lien term
loan. The rating outlook is stable.

Proceeds from the proposed new debt will be used to refinance the
Company's existing debt, fund a $118 million distribution to its
shareholders, and pay related fees and expenses. The company is
majority owned by an affiliate of Roark Capital Group.

The following ratings are assigned:

  Corporate Family Rating at B2;

  Probability of Default Rating at B2-PD;

  $20 million revolving credit facility expiring 2018 at B1
  (LGD3, 34%);

  $280 million first lien term loan maturing 2019 at B1 (LGD3,
  34%);

  $125 million second lien term loan maturing 2019 at Caa1 (LGD5,
  86%);

Ratings Rationale:

Atkins' B2 Corporate Family Rating reflects the company's
aggressive financial policy, high leverage, with pro forma
debt/EBITDA (incorporating Moody's standard analytical
adjustments) expected to be around 6.5 times for the fiscal year
ended December 31, 2012, significant distribution channel
concentration, and small scale relative to its competitors. The
rating is supported by the company's growing market niche, strong
brand recognition and good liquidity.

The stable rating outlook reflects Moody's expectations that
Atkins will reduce leverage through EBITDA growth and debt
amortization while maintaining good liquidity and benign financial
policies including but not limited to acquisitions and shareholder
distributions in the next 12 to 18 months.

Ratings could be upgraded if the company demonstrates sustained
growth in sales and profitability and maintains good liquidity and
benign financial policies. Quantitatively, ratings could be
upgraded if debt/EBITDA is sustained below 5.0 times and
EBITA/interest expense is sustained above 2.25 times.

Ratings could be downgraded if operating performance deteriorates
such that debt/EBITDA is sustained above 6.0 times or
EBITA/interest falls below 1.75 times. Ratings could also be
downgraded if liquidity deteriorates or if financial policies
result in deterioration of cash flow or credit metrics.

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.

Atkins Nutritionals Holdings II, Inc., a subsidiary of Atkins
Nutritionals Holdings, Inc. is headquartered in Denver, CO. The
company manufactures and sells a variety of diet nutrition bars,
shakes, and frozen meals in the United States and Internationally.
The company sells its products through mass merchandisers, club
stores, grocery stores, and drug retailers. The company is
majority owned by an affiliate of Roark Capital Group. Total
revenues, on a net sales basis, for the fiscal year ended December
31, 2012 were approximately $311 million.


ATLANTIC CAROLINAS: Case Summary & 2 Unsecured Creditors
--------------------------------------------------------
Debtor: Atlantic Carolinas Capital, LLC
        144 Northshore Dr.
        Cherryville, NC 28021

Bankruptcy Case No.: 13-40121

Chapter 11 Petition Date: March 7, 2013

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

Judge: J. Craig Whitley

Debtor's Counsel: William S. Gardner, Esq.
                  GARDNER LAW OFFICES, PLLC
                  320-1 E. Graham St.
                  Shelby, NC 28150
                  Tel: (704) 600-6113
                  Fax: 1-888-870-1644
                  E-mail: Billgardner@gardnerlawoffices.com

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

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

A copy of the Company's list of its two unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ncwb13-40121.pdf

The petition was signed by Deepak Kumar R. Gelot, member manager.


ATP OIL: Gets Court Nod for July 31 Lease Decision Deadline
-----------------------------------------------------------
ATP Oil & Gas Corporation won approval from the U.S. Bankruptcy
Court for the Southern District of Texas to assume or reject its
non-residential unexpired property leases through July 31, 2013.

As previously reported by the TCR on Feb. 25, 2013, the Debtor's
Unexpired Leases include oil and gas leases with the Gulf of
Mexico Bureau of Ocean Energy Management (BOEM) and certain
pipeline right-of-way arrangements.

                          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.


BIOVEST INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Biovest International, Inc.
        324 South Hyde Park Avenue, Suite 350
        Tampa, FL 33606

Bankruptcy Case No.: 13-02892

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Charles A. Postler, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: cpostler.ecf@srbp.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/flmb13-02892.pdf

The petition was signed by David Moser, secretary.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Accential Biopharmaceuticals, Inc.    08-17795            11/10/08


BRIGHTER CHOICE: Fitch Cuts $15.1MM Revenue Bond Ratings to 'BB-'
-----------------------------------------------------------------
Fitch Ratings downgrades to 'BB-' from 'BB+' and removes from
Rating Watch Negative approximately $15.1 million in project
education revenue bonds, series 2012 for the Industrial
Development Authority of the City of Phoenix, Arizona. The bonds
were issued on behalf of Brighter Choice Charter Middle School for
Boys and Brighter Choice Charter Middle School for Girls.

The Rating Outlook is Stable.

SECURITY:

Project education revenue bonds are a general obligation of BCCMS,
with the Brighter Choice Foundation (BCF, the foundation)
providing a guarantee for debt service. A custody agreement is in
place that directs state of New York (general obligation bonds
rated 'AA' by Fitch) educational aid funding received by Albany
City School District (the district), to the bond trustee for the
payment of debt service. Other security provisions include a debt
service reserve funded to maximum annual debt service (MADS) on
the bonds and a first mortgage lien on the campus.

KEY RATING DRIVERS

DOWNGRADE HIGHLIGHTS LIMITED HISTORY: BCCMS' rating downgrade
reflects their limited operating history: less than five years of
operations, accompanied by relatively weak financial measures
including a very high debt burden and small resource base. This
action is informed by Fitch's revised analytical methodology that
denotes as low speculative grade any charter with less than five
years of operating history.

WEAK LIQUIDITY AND HIGH DEBT BURDEN: Liquid resources held by
BCCMS provide a very minimal cushion while the relatively small
revenue base, in absence of enrollment growth, results in an
extremely high pro-forma debt burden.

ENROLLMENT GROWTH REQUIRED: Although slightly below the initial
target, the student count increased for the current year;
stabilized operations for fall 2013 are expected to reflect full
enrollment.

NO RENEWAL HISTORY: BCCMS are in the third year of operations on a
five-year charter. Fitch's revised criteria highlights a minimum
of one charter renewal for achieving an investment grade rating.
Reflected in the current downgrade, this drawback is offset by
BCF's track record of charter renewals for its affiliated schools.

SOLID MARKET POSITION: Counterbalancing the aforementioned factors
are the middle schools' academic success, market dominance of BCF
charter schools and the foundation's success in the city's charter
school landscape.

RATING SENSITIVITIES

UNREALIZED PROJECTIONS: Insufficient enrollment growth within the
next school year and a growing need to rely on already light
resource levels at BCF would pressure the rating.

SUSTAINED OPERATING SURPLUS: BCCMS' ability to post a consistently
strong operating margin for the upcoming fiscal year end and
maintain strong performance through the next fiscal cycle could
improve the rating.

CHARTER SCHOOL SECTOR RISKS: A limited financial cushion;
substantial reliance on enrollment-driven, per pupil funding; and
charter renewal risk are credit concerns common among all charter
school transactions that, if pressured, could negatively impact
the rating over time.

CREDIT PROFILE

ENROLLMENT GROWTH REQUIRED
Enrollment grew from 214 students to 327 students for 2012-2013,
achieving the proposed growth for the year. Fitch expects that
BCCMS will most likely achieve the forecasted full enrollment of
440 students by the beginning of the 2013-2014 school year. The
need for enrollment growth in order to generate pro-forma debt
service coverage from recurring operations is consistent with the
speculative grade rating. However, Fitch favorably notes BCCMS'
success in achieving forecasted enrollment targets and maintaining
academic compliance with the state's annual yearly progress
requirements.

BCCMS initiated operations in fall 2010 with 92 students and had a
combined enrollment of 214 students in fall 2011. The middle
schools are located directly across the street from the Brighter
Choice Charter Boys Elementary School and the nearby Brighter
Choice Charter Girls Elementary School (the elementary schools,
revenue bonds rated 'BB+' by Fitch). Given the close proximity of
the elementary schools to BCCMS and its overlapping management, it
is expected that enrollment growth at BCCMS will be fostered by a
natural progression of elementary school graduates to the schools.
The academic success of elementary school students, coupled with
robust waitlists at multiple grade levels, help to mitigate these
concerns.

OBLIGOR, GUARANTOR RESOURCES LIMITED
Available funds, or cash and investments not permanently
restricted, grew over fiscal 2012 but is still very light at
$134,000. As a percentage of fiscal 2012 operating expenditures
and pro-forma leverage, available funds comprised approximately
3.5% and 0.8%, respectively.

Limited balance sheet resources are expected to be supported
marginally by BCF, represented principally by the guarantee of
debt service on the bonds. However, Fitch notes that foundation
assets are limited and any consistent support would adversely
affect BCF's liquidity. BCF's resources are not prohibited from
supporting, as needed, other affiliated charter schools.

BCF's fiscal 2011 available funds (fiscal 2012 data for a year end
Dec. 31 is not yet available) totaled approximately $1.6 million,
approximately 29.7% of fiscal 2011 expenditures and 2.7% of the
foundation's outstanding debt (including mortgages). Bond proceeds
from issuances in 2012 reimbursed BCF for previously expended
funds. This inflow is expected to improve the foundation's
liquidity position.

HIGH DEBT BURDEN
BCCMS' MADS, including subordinate loan payments, totals $1.41
million in 2043 and constitutes a high 27.3% of 2012 revenues.
Fitch's revised criterion characterizes a debt burden higher than
15% as being a speculative grade credit attribute. Although BCCMS'
MADS burden is extremely high, 2012 operations generated income
available for debt service which covered MADS by 1.1x. Fitch
expects BCCMS' debt burden to decline as the schools begin to
operate at full capacity (440 students) in 2014 and generate
sufficient MADS coverage from recurring operations. In the
meantime, BCCMS' ability to achieve rapid enrollment growth will
likely increase revenues earlier than expected to achieve
sufficient DS coverage.

FAVORABLE DEBT PROVISIONS AND REGULATORY FRAMEWORK
Bondholder security is enhanced by various security provisions and
the generally supportive operating environment for charter schools
in the city of Albany (the city). Under the custody agreement, per
pupil education aid funding, receivable from the state and paid to
the district, is remitted directly by the district to the
custodian/bond trustee for debt service and associated expenses.

Remaining education aid funding is then remitted to BCCMS to be
used for general operating purposes. BCCMS can appeal to the state
in case of non payment of education aid from the district to the
trustee. In this case, funds are remitted directly from the state
to the trustee. Shortfalls in DS coverage are mitigated by the
school's reliance on BCF's available, albeit limited, resource
base through bond maturity.

BCCMS operations commenced in fall of 2010, increasing the BCF
network to eleven schools; BCF charter schools are the only active
charter schools in the city. As of fall 2012 the BCF network
served almost 3,000 children accounting for roughly 25% of all
students within the city. The elementary schools, BCF's first
schools in the city, opened in 2002.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


BRIGHTER CHOICE: Fitch Cuts $17.7MM Revenue Bond Ratings to 'BB+'
-----------------------------------------------------------------
Fitch Ratings downgrades to 'BB+' from 'BBB-' and removes from
Rating Watch Negative the rating on approximately $17.7 million in
civic facility revenue bonds for the City of Albany Industrial
Development Agency.  The bonds are issued on behalf of the
Brighter Choice Charter School for Boys and for Girls, jointly
known as the Brighter Choice Charter Schools.

The Rating Outlook is Stable.

SECURITY

Civic facility revenue bonds are a general obligation of BCCS and
are payable from gross revenues comprised mainly of state mandated
school district per-pupil aid payments. Bondholder protections
include a cash funded reserve equal to maximum annual debt service
(MADS) on the bonds; a per-pupil aid payment cash flow fund equal
to two months of debt service and a $125,000 repair and
replacement account and a first mortgage lien on the schools.

KEY RATING DRIVERS

DOWNGRADE REFLECTS REVISED METHODOLOGY: Fitch's revised charter
school criteria considers BCCS' improving but largely inconsistent
financial performance and growing but still relatively weak
liquidity position, along with its high debt to net income as high
speculative grade characteristics.

FAVORABLE OPERATING RESULTS EXPECTED: Fitch expects BCCS to
achieve stronger metrics in time as a result of reduced capital
costs supporting an operating surplus on a continued basis, which
should temper the debt burden and boost debt service coverage.

BRIGHTER CHOICE FOUNDATION (BCF): BCCS, BCF's first schools in the
city, are part of a network of 10 schools. All of the BCF schools
benefit from the foundation's oversight, education policy research
and lobbying efforts, fundraising ability and operational and
management support.

RATING SENSITIVITIES

CHARTER SCHOOL SECTOR RISKS: A limited financial cushion;
substantial reliance on enrollment-driven, per pupil funding; and
charter renewal risk are credit concerns common among all charter
school transactions that, if pressured, could negatively impact
the rating over time.

CREDIT PROFILE

OPERATING MARGINS INCONSISTENT BUT PROMISING

BCCS generated positive margins for the past two years. Interim
(unaudited) financial results for the first quarter of fiscal
2013, indicate a robust surplus and encourages an expectation of
another positive margin for the fiscal year ending June 30. While
these improvements are noted, Fitch's revised criteria for charter
schools values a consistent record of operating performance for
investment grade credits, which has not been demonstrated
definitively at BCCS.

The Stable Outlook incorporates Fitch's belief that the schools
are poised to generate an operating surplus for fiscal 2013 and
maintain operating stability for fiscal 2014. The addition of a
middle school option (operating under a separate charter in an
adjacent location) increases the ability to leverage costs savings
and joint services. In addition, increases in recent year
enrollment growth should yield further positive operating benefits
in the coming years.

NO ENROLLMENT GROWTH REQUIRED

BCCS remained ahead of its enrollment forecasts, growing to 533
students enrolled for the 2012-2013 school year. To counter
possible student attrition, BCCS strategically oversubscribes each
grade by creating a waiting list that can be used to immediately
fill vacated slots at any grade level. BCCS actively manages its
wait list and maintains at least 10% of capacity in each grade. A
good portion of BCCS graduates enroll in the Brighter Choice
Middle Schools located nearby. This ensures that the benefit of
the elementary instructional program is extended to the middle
schools. This is evidenced by the middle school's favorable
academic performance just three years into operations.

WEAK LIQUIDITY; ADEQUATE COVERAGE

BCCS' available funds (or cash and investments not permanently
restricted) as of June 30, 2012 totaled over $851,000, up from the
previous year. Available funds equaled approximately 9.6% of total
operating expenses ($8.9 million) and 4.8% of total outstanding
long-term debt ($17.7 million). The 1.1% fiscal 2012 operating
surplus enabled BCCS to generate 1.2x coverage of MADS ($1.26
million, occurring in 2015). While MADS coverage of over 1x is
indicative of BCCS' operational improvement, Fitch values a
consistent trend of MADS coverage in excess of 1.0x, particularly
considering the history of operations post debt issuance in 2007.
The debt burden for BCCS has declined consistently over time to
14% of unrestricted operating revenues in fiscal 2012.

BCCS opened in 2002 with a stated mission to provide a public
school alternative for students from economically disadvantaged
families. BCCS continues to benefit from a strong relationship
with BCF, a private not-for-profit entity created to provide
financial and programmatic support of its charter schools in the
city.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


CAMBRIDGE ACADEMY: Fitch Cuts $8.4MM Revenue Bonds Ratings to BB-
-----------------------------------------------------------------
Fitch Ratings has downgraded to 'BB-' from 'BB+' and removed from
Rating Watch Negative the rating on $8.4 million charter school
revenue bonds, series 2010, issued by the Industrial Development
Authority of the County of Pima, Arizona. The bonds were issued on
behalf of Cambridge Academy East.

The Rating Outlook is Stable

SECURITY

The bonds are a general obligation of CAE and secured by a first
mortgage on the financed facilities. The trustee receives payments
directly from the state to cover debt service.

KEY RATING DRIVERS

WEAK FINANCIAL METRICS: The downgrade is a result of CAE's
operating performance, balance sheet resources and debt burden.
Fitch considers these attributes low speculative grade under its
recently updated charter school rating criteria. While academic
performance and enrollment growth counter-balance some concerns,
the overall financial profile primarily exhibits speculative grade
characteristics more consistent with the 'BB-' rating.

IMPROVEMENT FOR FISCAL 2013: The Stable Outlook indicates an
expectation of break-even operations for fiscal 2013 and operating
surpluses thereafter as a result of enrollment growth.

GOVERNANCE LACKS INDEPENDENCE: While demonstrating effective
management, a majority of CAE's board maintains inter-related
business and familial ties with the management team. Fitch's
revised investment grade criterion looks for a fully independent
board.


HIGH DEBT, LOW COVERAGE: Transaction maximum annual debt service
(TMADS) consumes a high 19.2% of operating revenues and current
net income from operations is unable to cover debt adequately;
TMADS coverage was 0.7x for fiscal 2012.

RATING SENSITIVITIES

CONTINUED FISCAL IMBALANCE: A continued trend of negative margins
and inability to service debt with income from operations would
negatively pressure the rating.

STANDARD CHARTER RISKS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

CAE's financial profile indicates the characteristics of a
speculative grade rating. CAE's operations have generated two
consecutive years of deeply negative margins. Fitch expects the -
12.1% operating deficit for fiscal 2012 (weaker than the previous
years' negative 9%%) to improve markedly to near break-even for
the current fiscal year (2013) as the CAE streamlines costs and
improves monthly cash flow.

Operating stress was driven by state aid cuts in 2011 (down 8%
from the prior year) and high depreciation expense reflecting
capital improvements to the campus financed by the 2010 bond
issuance. In addition, net income available for debt service for
the past two years has been insufficient to provide at least 1x
coverage of TMADS (approximately $660,000). That said, Fitch
expects coverage to improve going forward.

Fitch also expects that over time, CAE's operations will reflect
enrollment at full capacity and operating revenues that are in
excess of recurring expenditures. Nonetheless, CAE will likely
remain at its current rating level until operations stabilize and
breakeven to slightly positive margins are derived on a consistent
basis.

CAE's new financial manager has helped to improve operating
performance. Additionally, strategic shifting of key positions has
enabled CAE to create a position for an administrator who is
tasked with securing previously untapped governmental revenue
sources. However, certain close ties maintained by the board to
senior management, as well as the control maintained by the
founding family of CAE, make for a governance structure that is
not considered consistent with the strength and independence
implied by an investment grade rating by Fitch.

Enrollment growth resulted from adding the seventh and eighth
grades in school year 2011 and 2012, respectively. The headcount
for fall 2012 was 616 students, 12% higher than the student count
in 2011 (548 students). Maximum capacity for CAE is 760 students.
Fitch expects CAE to reach this capacity in time as the school
matches student growth, effective instructional capability and
operational sufficiency. CAE competes for students with
neighboring charter schools and has invested in extracurricular
programs to retain and attract incoming students. Despite
competition from other charter schools in the area, CAE has
effectively grown and sustained enrollment throughout its
operating history.

CAE's limited balance sheet, negatively impacted by fiscal 2012's
operating deficit, poses a challenge. Available funds, totaling
$361,000 in fiscal 2012 constituted a meager 9.4% of annual
operating expenses ($3.9 million) and 4.3% of total outstanding
debt ($8.4 million). Fitch notes that charter schools typically
have low levels of financial flexibility. Additionally, the
ability to grow unrestricted cash on hand is constrained due to
thin margins.

CAE is an educational establishment serving grades K-8, founded by
a family of educators. Originally chartered in 2002, CAE is in
year 11 of its 15-year charter. CAE began operations in 1999 and
currently operates two campuses situated in Maricopa County, AZ.
An intercept mechanism for state fund disbursements to the school
diverts funds first to the trustee for debt service before
releasing monies for operations.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


CAPITOL BANCORP: Exclusive Plan Filing Period Extended to May 16
----------------------------------------------------------------
Judge Marci McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, extended the period by
which Capitol Bancorp Ltd., et al., have exclusive right to file a
plan until May 16, 2013, and exclusive right to solicit
acceptances to any alternative plan, other than the proposed Plan
of Reorganization, until July 15, 2013.

In the event that the Debtors elect to seek confirmation of the
Plan filed on August 9, 2012, they will, after consulting with the
Official Committee of Unsecured Creditors, file a motion with
Court proposing: (i) a date for a hearing at which the Court will
consider approval of the Solicitation Procedures, the adequacy of
the Disclosure Statement, and confirmation of the Plan; and (ii)
the deadline for any objections to the Solicitation Procedures,
the adequacy of the Disclosure Statement, or confirmation of the
Plan.

                       About Capitol Bancorp

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

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

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

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

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

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


CARDEN TRADITIONAL: Fitch Cuts Refunding Bonds Ratings to 'B'
-------------------------------------------------------------
Fitch Ratings has downgraded the rating on the Industrial
Development Authority of the County of Pima's education revenue
refunding bonds (Carden Traditional Schools project) series 2012
to 'B' from 'BBB-'.

The bonds remain on Rating Watch Negative by Fitch.

SECURITY

Absolute and unconditional obligation of the borrower (Carden
Traditional Schools, or CTS) and the guarantor (E-Institute
Charter School, Inc. or EICS) payable from all legally available
revenues, and secured by a first position lien on facilities owned
by the borrower. Gross revenues of both the borrower and guarantor
will flow directly from the state treasurer to the trustee for
allocation, first to debt service.

KEY RATING DRIVERS

LOW SPECULATIVE-GRADE CHARACTERISTICS: The 'B' rating primarily
reflects the extremely tenuous fiscal position of Calibre Academy
(Calibre, the new name for CTS), and the narrowed financial
performance of EICS.

LACK OF FINANCIAL FLEXIBILITY DRIVES WATCH: Calibre's fiscal 2012
audit included a going concern note. Calibre's financial position
has deteriorated rapidly in the past year. Fitch views substantial
near-term improvement as unlikely. EICS, facing its own
challenges, is not capable of supporting Calibre's operations
indefinitely.

ENROLLMENT FALLS SHORT: Actual enrollment at Calibre and EICS'
campuses is significantly below the school's base case
projections. The shortfalls, and the inability to adjust the
expenditure base accordingly, are the primary driver of weakened
financial performance.

RATING SENSITIVITIES:

FAILURE OF COVERAGE TEST: The loan agreement for the bonds states
that less than sum-sufficient TMADS coverage from the combined
entity (Calibre and EICS), beginning in fiscal 2013 (which started
on June 30, 2012), may constitute an event of default. In such a
scenario, Fitch would likely downgrade the bonds to at least 'CCC'
and keep the bonds on Rating Watch Negative. According to terms of
the loan agreement and indenture for the bonds, the trustee could
implement accelerated redemption provisions.

INADEQUATE PROGRESS TOWARDS FISCAL BALANCE: Calibre's management
organization has begun implementing various expense reduction
measures. While Fitch does not anticipate breakeven operations in
fiscal 2013, a lack of meaningful fiscal improvement could make
default a real possibility.

LACK OF IMPROVEMENT AT EICS: As guarantor, fiscal improvement at
EICS could mitigate risks associated with Calibre's operating
deficit and bolster the credit quality of the bonds. Conversely,
another year with only a modestly positive margin in fiscal 2013
could exert negative rating pressure.

STANDARD CHARTER RENEWAL RISK: Like all Fitch-rated charter
schools, Calibre and EICS are subject to charter renewal risk,
which Fitch views as a substantial credit concern. Also, balance
sheet resources are very limited, providing virtually no offset in
the event of continued financial volatility.

CREDIT PROFILE

POSSIBILITY OF COVERAGE COVENANT FAILURE

The loan agreement requires Calibre to post on EMMA results of a
combined debt service coverage test within 30 days of audit
completion. The test compares combined net income available for
debt service of Calibre and EICS, to maximum annual debt service,
excluding the final year of maturity (transaction maximum annual
debt service, or TMADS).

State law requires audits to be submitted to the state department
of education by Nov. 15. Beginning in fiscal 2013, coverage below
1.0x can be declared an event of default under terms of the loan
agreement by the trustee. The declaration is subject to certain
loan agreement provisions allowing Calibre and EICS to develop a
remedy plan within specified timeframes. Fitch believes failure of
the test is possible given Calibre and EICS' weakened financial
positions as discussed below.

The trustee's remedies for events of default under the loan
agreement and trust indenture for the bonds, include acceleration,
receivership, foreclosure, or a suit for judgment. In the event of
acceleration, Fitch views Calibre and EICS as highly unlikely to
be able to meet demands for full and immediate payment on the
bonds without a payment default. This includes full use of the
trustee-held cash-funded debt service reserve fund, equivalent to
TMADS of approximately $1.4 million. No event of default has been
declared to date and management has begun implementing expense
reduction measures that could allow Calibre and EICS to meet the
debt service coverage test for fiscal 2013.

FINANCIAL POSITION SEVERELY WEAKENED

Both Calibre and EICS performed well below both historical trends
and Fitch's expectations in fiscal 2012. Calibre generated a
negative 18.5% margin while EICS' margin narrowed considerably to
3.8%. Fitch calculated a consolidated margin of negative 7.1%.
This was much weaker than the 6.8% and 8.7% margin in fiscal 2010
and 2011, respectively. Combined TMADS coverage fell to a very
weak 0.3 times, and the TMADS burden remained high at 14.5% of
consolidated revenues.

ENROLLMENT FAR BELOW PROJECTIONS

Calibre and EICS enrolled far fewer students than originally
projected by the schools' education management organization (EMO),
Learning Matters Educational Group, Inc. (LMEG) when the bonds
were issued. On a consolidated basis, the schools reported average
daily membership (ADM, used in state funding formulas) of 1,422 on
Dec. 5, vs. fiscal 2012 ADM of 1,329 and a fiscal 2013 base case
projection of 2,100.

LMEG attributed part of the shortfall to construction delays for
the bond-financed addition to Calibre's Surprise campus.
Management believes the delays caused uncertainty for parents and
students and dampened demand.

Management did not offer a detailed explanation for the slow
growth at EICS. LMEG replaced principals at three of the six EICS
campuses before the start of the current school year. The EMO
indicated the changes were performance-based. Fitch will closely
monitor how this significant turnover affects school performance
and enrollment.

MANAGEMENT SLOW TO RESPOND

Fitch expresses concern over management's seemingly delayed
response to fiscal 2012 enrollment shortfalls compared to
projections. This despite growth on a consolidated basis. Calibre
and EICS increased consolidated revenues 1.6%, but also increased
expenses 19.1%. Fitch believes this mismatch is unsustainable and
reflects negatively on governance.

LMEG, as EMO, implemented several measures over the past several
months to better align expenses with revenues including salary
freezes, layoffs, and various downward adjustments to facility and
technology-related cost. LMEG estimates the total annual and
recurring savings at approximately $1.3 million. Fitch will
evaluate Calibre and EICS' ability to demonstrate the significant
projected savings.

LMEG expects Calibre's enrollment will increase significantly next
year following a full year of successful operations in the
expanded Surprise campus. That said, Fitch is skeptical of
Calibre's ability to meet growth projections given the recent
track record.

Balance sheet resources for both schools remain very light.
Combined available funds at the end of fiscal 2012 provided
minimal coverage of just 10.5% and 5.9% of operating expenses and
debt.

TRANSACTION PARTICIPANT OVERVIEW

CTS changed its name to Calibre Academy in spring 2012. LMEG made
the name change to distinguish itself from schools directly
affiliated with the Carden Educational Foundation. Calibre
includes a Glendale and newly-expanded Surprise campus, with fall
2013 ADM of 148 and 698, respectively. EICS maintains six physical
campuses with a combined fall 2013 ADM of approximately 688.

The financial statements and charter agreements for both schools
each include a fully-online campus managed by LMEG. Taylion
Virtual Academy of Arizona serving grades K-8 with fall 2013 ADM
of 26 is part of Calibre'e reporting. Taylion Virtual High School
of Arizona with a fall 2013 ADM of 97 is reported under EICS.

Both Calibre and EICS are authorized by the Arizona State Board
for Charter Schools (ASBCS), with 15-year terms that began in
2000. Fitch spoke with the authorizer and believes the schools and
LMEG, which serves as EMO for both schools, maintain positive
working relationship with the ASBCS.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


CASH STORE: Provides Response to Roll-Out in Ontario "Positive"
---------------------------------------------------------------
The Cash Store Financial Services Inc. on March 8 disclosed that
the response to its roll-out of a suite of line of credit products
in Ontario has been positive.  These line of credit products,
first introduced in Ontario on February 1, are designed to better
serve under-banked consumers through flexible, medium-term credit
products that help consumers to build a credit history and move
toward lower cost mainstream credit.

The Company reports that consumer acceptance of these products has
been strong, and that since February 1, 2013 its loan volumes,
loan fees and total revenue in Ontario and all other Canadian
jurisdictions have been generally consistent with such performance
during the same period in 2012.

The Company also offers its line of credit products in Manitoba.

                    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.


CATALENT PHARMA: Moody's Changes Ratings Outlook to Negative
------------------------------------------------------------
Moody's Investors Service changed Catalent Pharma Solutions,
Inc.'s rating outlook to negative from stable, while affirming its
long-term ratings including the B2 Corporate Family Rating, B2-PD
Probability of Default Rating and all existing ratings on various
debt instruments. The speculative grade liquidity rating of SGL-2
was affirmed in the same rating action.

The revision of the rating outlook to negative from stable
reflects Moody's expectation that Catalent's financial leverage
will likely remain high (currently around 7.4x debt/EBITDA per
Moody's estimate) and the deleveraging pace will be slower than
expected principally due to weaker than expected EBITDA growth.
Moody's believes EBITDA growth will continue to be constrained by
a decline in organic revenue growth from Catalent's largest
business segment -- Oral Technologies - in part due to pricing and
volume pressure for certain products in the softgel business and
the decrease in demand for certain Zydis products. Given the
significant EBITDA contribution from the segment (75-80% of total
company EBITDA), a sustained revenue growth rate lower than mid-
single digit level will likely keep the company's leverage at or
above 7.0x for an extended period - a level that is inappropriate
for the current B2 rating, in Moody's view. In addition, Moody's
noted, the company's free cash flow has been negative for the last
twelve-month period and will likely remain negligible in the next
year. This has also added negative pressure on the rating.

Rating Rationale:

The B2 rating continues to be constrained by the company's very
high financial leverage, modest interest coverage and negligible
free cash flow relative to debt. While leverage has improved over
the past year, deleveraging through EBITDA expansion has been
slower than expected due to soft performance in the company's Oral
Technologies. The credit profile is supported by the company's
large scale, diversified customer base and position as one of the
leading global providers of drug delivery and outsourced services
to the healthcare industry. In particular, the company is a leader
in development and manufacturing of softgels and other oral drug
delivery technologies ("Oral Technologies") and commands a large
library of patents, know how, and other intellectual properties
that create a barrier to entry.

Moody's could downgrade the ratings if the Oral Technologies
business fails to resume its revenue growth to at least low-mid
single digit and grow EBITDA at mid-high single digit on a
sustained basis, resulting in a leverage at or above 7.0 times.
Any weakness in liquidity such as persistent negative free cash
flow would also exert negative pressure on the ratings.

Given the very high leverage and limited free cash flow
expectations, Moody's does not foresee an upgrade in the near-
term. Longer-term, if the company reduces adjusted debt to EBITDA
to 5.0 times the rating agency could upgrade the ratings. An
upgrade would also require free cash flow to debt to be sustained
above 5%.

The SGL-2 indicates good liquidity profile. Going forward, the
liquidity should benefit from the company's extension of some debt
maturities and material interest savings from re-pricing. However,
the SGL-2 will be pressured if free cash flow remains negative for
an extended period.

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

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is
a leading provider of advanced dose form and packaging
technologies, and development, manufacturing and packaging
services for pharmaceutical, biotechnology, and consumer
healthcare companies. The company reported revenue of
approximately $1.77 billion for the twelve months ended
December 31, 2012. Catalent is a privately held company, owned by
affiliates of The Blackstone Group.


CHESTER COMMUNITY: Fitch Affirms 'BB' Revenue Bonds Ratings
-----------------------------------------------------------
Fitch Ratings affirms and removes from Rating Watch Negative the
'BB' rating on $56.115 million in charter school revenue bonds
issued by the Delaware County Industrial Development Authority,
PA. The bonds are issued on behalf of Chester Community Charter
School.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by pledged revenues of CCCS, backed by a
mortgage on the property and facilities leased by the school and a
debt service reserve (DSR) cash-funded to transaction maximum
annual debt service (TMADS) of $4.1 million due in 2013. Payments
to CSMI, LLC (CSMI) are subordinated to the payment of debt
service and the maintenance of a fully funded DSR.

KEY RATING DRIVERS

DIMINISHED FINANCIAL PROFILE: The 'BB' rating reflects severely
diminished financial performance and resources in fiscal 2012
resulting from a lawsuit against the Chester Upland School
District (CUSD) for withholding funds legally due to CCCS. While
these issues are expected to be one-time in nature, the rating
takes into account the negative impact of these events on CCCS's
financial flexibility in the immediate term.

RECOVERY UNDERPINS OUTLOOK: Rating stability hinges on the
expectation that CCCS' financial position will recover in fiscal
2013 and generate break-even to positive operating results
consistent with historical averages and incrementally growing
balance sheet resources.

ENROLLMENT STRENGTHS REMAINS: While costs associated with the
lawsuit eroded CCCS's financial position, enrollment and demand
for programs remains strong. Evidence of this is modest enrollment
growth at the school's two campuses in fall 2012.

EXPANSIONARY PLANS UNDERWAY: At the request of residents in Upland
Borough (also members of CUSD), CCCS is in the process of
constructing a third campus to serve this population. The risks
associated with expansion, though somewhat mitigated by CSMI's
record of expansionary success in the area, also inform the
maintenance of the rating at the 'BB' level.

STRONG BONDHOLDER PROTECTIONS: Legal and structural provisions
include a trustee intercept of state aid that provides for payment
of debt service before any distribution of revenues to CCCS, and
contractual subordination of CSMI's fee.

RATING SENSITIVITES

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

IMPROVED FINANCIAL FLEXIBILITY: CCCS's ability to return to break-
even to positive operations and successfully bring online the
third campus in Upland Borough would likely result in upward
rating movement.

CREDIT PROFILE

FUNDING ISSUES DRIVE DEFICIT IN FISCAL 2012

CCCS faced material funding challenges during fiscal 2012, as per
pupil funding legally due to the school was withheld or severely
delinquent. Though CCCS filed a lawsuit against CUSD in January
2012, the eventual settlement agreement was not completed until
July 2012. During the litigation period, CCCS accrued significant
legal fees, management fees that CSMI deferred to ensure the
adequacy of cash flows, and costs associated with working capital
loans that it was required to enter into to continue operations
through the end of the academic year.

Per Fitch's expectation, these one-time costs resulted in a very
significant $7.9 million (-20%) operating deficit on a GAAP-basis.
In anticipation of a very meaningful fiscal 2012 deficit and
related resource depletion, Fitch downgraded CCCS to 'BB' in
February 2012. Fitch revised CCCS' Rating Outlook to Stable August
2012 when the lawsuit settlement had been finalized. Though CCCS's
current financial profile remains very weak, Fitch remains
comfortable with the 'BB' rating.

Historically, CCCS has generated break-even to positive operating
results, averaging 3.3% from fiscal 2007 to fiscal 2011. Based on
a review of Dec. 31, 2012 quarterly financial results, Fitch
anticipates CCCS' performance to return to approximately break-
even levels in fiscal 2013. CCCS's ability to meet this
expectation would confirm the resolution of the fiscal 2012
imbalance and would support the near-term stability of the rating.

Given the operational difficulties that CCCS has faced, the
school's balance sheet cushion has been constrained. In fiscal
2012, available funds (defined by Fitch as cash and investments
not permanently restricted) dropped to $2.6 million (-13.8%). This
represented just 5.5% of fiscal 2012 operating expenses and 4.6%
of total outstanding debt. Fitch expects CCCS' balance sheet
resources to exhibit incremental growth as operations normalize.

SUSTAINED DEMAND AND ENROLLMENT

Enrollment at CCCS has trended upward at a rapid pace over the
course of its history. Following average growth of 8.5% annually
from fall 2007 to fall 2011, enrollment grew by just 0.6% in fall
2012. Management indicated that the slow growth resulted from
diminished summer recruiting efforts as key personnel were
occupied with the resolution of the lawsuit with CUSD. In
combination with the dire financial situation in CUSD during the
course of the 2011-12 academic year that garnered nationwide
attention, Fitch views the resilience of CCCS' enrollment base
favorably.

Demand for the academic programs offered by CCCS as an alternative
to the traditional CUSD schools continues to be robust. During the
2011-12 academic year, CCCS was approached by the Upland Borough
Council to open an additional campus in Upland Borough. Demand in
Upland Borough reached a critical mass following the closure of a
local parochial school and the closure of certain neighborhood
schools as part of CUSD's financial recovery plan. The community-
initiated nature of the project somewhat mitigates the demand-
related concerns typically associated with expansionary plans.

Construction of the third CCCS campus is currently underway, with
the facility expected to open in fall 2013. CCCS will lease the
facilities from Entertainment Properties Trust, a very active REIT
in the charter school sector. The lease will have a term of 20
years with two, five-year renewal options. Fitch believes that
CSMI has demonstrated its ability to address the financial
challenges of expansion and to manage multiple campuses in the
local market.

Projections indicate that the new school should generate break-
even to modestly positive results in fiscal 2014 (the first year
of operations), growing to a more robust level over time. CCCS'
ability to meet its enrollment goal for the new campus would ease
credit concerns related to the planned expansion, which currently
tempers the potential for upward rating movement.

DEBT MANAGEABILITY

CCCS has historically exhibited a high but manageable debt burden.
TMADS represented 10.3% of fiscal 2012 revenues, somewhat lower
than the five-year average of 11.4%. Coverage of the annual burden
averaged 1.3x from fiscal 2008 to 2011. Because of the anomalous
operating result in fiscal 2012, Fitch does not consider the
coverage level generated that year as indicative of CCCS' actual
ability service annual debt-related obligations.

Further, CCCS' operations have historically provided adequate net
available income to cover the triple net lease costs associated
with the Upland Borough campus facilities without additional
enrollment or revenue growth. Coverage slims to an average of
1.2x, with minimum coverage of 1.0x in any given fiscal year from
2008 to 2011. The debt burden would also increase only modestly,
to 11.8% of fiscal 2012 revenues. Fitch views school's ability to
cover the facilities expenses in the absence of any enrollment
growth favorably. Fitch notes that the projections provided by
CSMI indicate that the Upland Borough campus will be immediately
self-supporting, generating 1.15x coverage of lease costs if it
achieves its goal of enrolling 300 students in fall 2013.

CCCS was formed in 1998 to provide an alternative public school
option for residents in CUSD, which serves the City of Chester,
PA, Chester Township, PA the Borough of Upland, PA. CCCS has
experienced consistent, significant, demand-driven growth, leading
the school to expand its academic offerings to grades K-8 on two
campuses. CCCS has a very strong relationship with CSMI, which was
formed specifically to manage the school's operations. CSMI's
management strategy has been fiscally conservative, resulting in
historically balanced operations and strong academic performance
as compared to CUSD.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


CLARENDON ALUMINA: Moody's Cuts Rating on 8.5% Sr. Notes to Caa3
----------------------------------------------------------------
Moody's Investors Service downgraded the rating on Clarendon
Alumina Production's $200 million of 8.5% senior unsecured notes
due 2021 to Caa3 from B3. The outlook is stable. These notes are
guaranteed on an unconditional and irrevocable basis by The
Government of Jamaica. This follows Moody's March 6, 2013 rating
action on the Government of Jamaica including the downgrade of the
government bond rating to Caa3 from B3.

The rating actions included:

- $200 million 8.5% guaranteed senior unsecured notes, due 2021,
   downgraded to Caa3 from B3

- Outlook remains stable

The Caa3 rating on Clarendon's notes reflects an unconditional and
irrevocable guarantee from the Government of Jamaica. This is
Moody's only rating related to Clarendon due to an inadequacy of
financial information.

The rating on CAP's debt is based on the irrevocable guarantee of
the sovereign, The Government of Jamaica.

The principal methodology used in this rating was Sovereign Bond
Ratings published in September 2008.

Headquartered in Kingston Jamaica, CAP is 100% owned by the
Government of Jamaica. CAP holds approximately a 45% interest, as
a co-tenant in common, in the assets of Jamalco, a joint venture
with Alcoa Minerals of Jamaica, a Delaware, USA limited liability
company. AMJ is owned by Alcoa World Alumina LLC and Alcoa
Caribbean Alumina Holdings, LLC. These two companies are
indirectly wholly owned 60% by Alcoa, Inc. and 40% by Alumina Ltd.
Jamalco, an integrated alumina producer, obtains its required
bauxite under a mining lease from the Government of Jamaica and
operates a refinery, power plant and related infrastructure.


COLLEGE BOOK: Guaranty Lawsuit Goes to W.D.N.C. Court
-----------------------------------------------------
At the behest of Baker & Taylor, Inc., Senior District Judge
Thomas B. Russell in Paducah, Kentucky, moved the venue of the
lawsuit filed against it by David Griffin to the Western District
of North Carolina.

DAVID GRIFFIN, Plaintiff, v. BAKER & TAYLOR, INC., Defendant.
Case No. 5:12-CV-00103 (W.D. Ky.), was filed on July 20, 2012,
seeking a declaration that a personal guaranty bearing Mr.
Griffin's signature is non-binding and unenforceable as to the
debts that College Book Rental Company, LLC, owes to B&T.
Mr. Griffin and his business partner, Charles Jones, each own a
50% interest in Integrated Computer Solutions, Inc., and Blackrock
Investments, LLC.  In turn, these companies wholly own CBR and
another entity, SE Book Company, LLC.  CBR and SEB are in the
business of selling and renting college text books.

Mr. Jones separately owns C.A. Jones Management Group, LLC.
Throughout the period relevant to the lawsuit, CJM operated CBR
and SEB on behalf of Messrs. Griffin and Jones.  Mr. Griffin has
never actively participated in the management or daily operation
of any of these companies, including CBR, and is best described as
a passive investor in CBR, one who supplied considerable financial
support for the company's operation but did not participate
directly in its management.

B&T is a Delaware corporation with its principal place of business
in North Carolina.  The company's primary business is the
distribution of books, videos, and music products to libraries,
retailers, and other vendors.

Pursuant to a November 2011 financing agreement, B&T sold a
substantial quantity of textbooks to CBR on credit in exchange for
payment at a later date.  As of April 2012, however, CBR had
defaulted on the debts, and B&T notified CBR and Messrs. Griffin,
and Jones that the entire amount of the debt was due. In addition
to the notice given to CBR, B&T also notified Mr. Griffin that he
was personally liable for CBR's debt because he had executed a
personal guaranty on behalf of CBR.  Mr. Griffin contends that he
did not personally guarantee any debt CBR owes to B&T.

B&T filed a separate lawsuit against CBR and Messrs. Griffin, and
Jones in the Western District of North Carolina on Aug. 24, 2012.
In that case, B&T seeks to recover the debts from CBR and Messrs.
Griffin, and Jones.

B&T has asked the Kentucky court to dismiss Mr. Griffin's lawsuit
for improper venue or, in the alternative, transfer the case's
venue.

In a Feb. 19, 2013 Memorandum Opinion and Order available at
http://is.gd/l3g7iDfrom Leagle.com, Judge Russell said the
lawsuit is properly venued in the Western District of Kentucky
because a substantial part of the events giving rise to the
Plaintiff's claim occurred in this district.  Despite proper
venue, the Court additionally holds that the action should be
transferred to the Western District of North Carolina pursuant to
28 U.S.C. Sec. 1404(a).

                        About College Book

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

The owners of College Book Rental consented to the Chapter 11 case
and the appointment of a Chapter 11 trustee to run CBR.  CBR is
co-owned by Chuck Jones of Murray and David Griffin of Nashville,
Tenn.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.


COLORADO EDUCATIONAL: Fitch Cuts Ratings on Revenue Bonds to 'B-'
-----------------------------------------------------------------
Fitch Ratings downgrades to 'B-' from 'BBB' approximately $35.2
million in outstanding charter school revenue bonds for the
Colorado Educational and Cultural Facilities Authority. The bonds
were issued on behalf of The Academy.

The bonds remain on Rating Watch Negative by Fitch.

SECURITY

The bonds are essentially a general obligation of the school, with
each series secured by first liens on their respectively financed
facilities.

KEY RATING DRIVERS

MANAGEMENT TURNOVER AND FINANCIAL CHALLENGES: A number of
significant changes have occurred since Fitch's last review,
including the release of audited financial statements that raised
material management concerns. A new executive director is on board
and the school has a remediation plan in place. However, the
absence of a multi-year track-record of stabilization under the
new senior management team coupled with The Academy's unfavorable
financial and debt credit attributes drive the rating downgrade.

UNRESOLVED TECHNICAL DEFAULT RISK: The Rating Watch Negative
reflects the fact that the violation of certain debt covenants
could trigger an event of default. Management is currently in the
process of pursuing a waiver, the outcome of which is presently
unknown. Fitch expects to resolve the rating watch based on the
outcome of this process.

SOUND DEMAND AND ENROLLMENT TRENDS: Despite the aforementioned
challenges, The Academy's demand profile remains sound. Steady and
growing enrollment trends are supported by healthy school-wide
retention rates, favorable academic performance relative to
district- and state-wide averages, and an established reputation
given its 19-year operating history.

DEBT MANAGEABILITY CONCERNS: The Academy's considerable debt
burden, weak debt service coverage from net operating income, and
elevated pro-forma debt to net income available for debt service
metric are negative rating factors.

RATING SENSITIVITIES

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

INABILITY TO OBTAIN WAIVER: As the school appears to have
triggered a technical event of default under the bond documents,
failure to receive a waiver for the covenant violations may lead
to the acceleration of bond payments, the result of which would
likely adversely impact the rating.

CREDIT PROFILE

INADEQUATE OVERSIGHT CONTRIBUTED TO RESERVE VIOLATIONS

The fiscal 2011 audit (not available during Fitch's previous
review of The Academy) documented, among other things, a number of
deficiencies in internal controls that contributed to the
violation of various reserve requirements. Both the new management
team and the school's authorizer, The Academy's home district,
indicated to Fitch that violating the reserve requirements did not
directly result in any material negative ramifications; however,
Fitch believes it is a significant negative credit factor.

Following its discovery of the reserve violations in first
quarter-2012, the Board hired external assistance to formulate and
implement revised policies and procedures related to fiscal
oversight and governance. The Board also conducted a search for a
new executive director who was hired in June 2012. As the school's
fiscal year ends on June 30, the Board and new executive director
had limited opportunity to address the findings in the fiscal 2011
audit. This resulted in the persistence of same concerns cited by
the auditor in the fiscal 2012 audit.

Importantly, Fitch notes that a violation of the reserve
requirements appears to represent a technical event of default,
which underpins the retention of a rating watch negative. Fitch is
presently waiting for the bond trustee's final determination on
the matter.

NEW MANAGEMENT TEAM INSTITUTES RECOVERY PLAN

Fitch notes that The Academy has made some measurable progress in
addressing institutional weaknesses. Among their steps to address
weaknesses include the establishment of a Board Finance committee
comprised of members with financial experience, instituting
quarterly internal audits and monthly budgetary variance reports,
and creating a business manager position tasked to ensure
financial compliance. Management's stated plan aims to generate
sufficient financial performance to restore full compliance with
various reserve requirements by fiscal year-end 2014.

Preliminary information suggests some success with expense
management as prescribed in the recovery plan. That said, Fitch
believes the school's history of financial underperformance
warrants some caution. The Academy's operating margin on a full
accrual basis averaged a negative 8.1% between fiscal years 2008-
2012.

SOUND DEMAND AND ENROLLMENT TRENDS

Despite recent challenges, The Academy's demand profile remains
sound. K-12 enrollment grew by approximately 4% over the preceding
year, to 1,752 in academic year 2012-2013. Management plans to
revise the schedule associated with the high school grades in
academic year 2013-2014 to support a modest increase in
enrollment, closer to the school's physical capacity of around
1800.

The new senior management team revised the school's waiting list
policy to have the list refreshed on an annual basis beginning in
academic year 2013-2014, which is viewed favorably by Fitch The
list for that year presently includes 2,074 applicants, which
bodes well for enrollment in fiscal 2014. Driving strong demand
for the school are favorable academic performance outcomes, which
generally exceed district- and state-wide averages across various
subjects and grade levels.

DEBT MANAGEABILITY CONCERNS

The Academy's leverage profile remains an area of concern.
Transaction maximum annual debt service (TMADS) of around $2.6
million (fiscal 2036) consumed a very high 20.8% of fiscal 2012
operating revenues. The Academy's ability to cover TMADS from net
operating income has ranged from just 0.5x to 0.8x over the past
three fiscal years, which Fitch views as a negative credit factor.
Further, The Academy's pro-forma debt to net income available for
debt service metric was 16.8x in fiscal 2012, which underscores
Fitch's concern regarding debt manageability.

Fitch's actions are the result of its completed charter school
industry-wide review, which commenced September of last year when
Fitch placed all of its rated schools on Rating Watch Negative.


COMMERCIAL BARGE: Moody's Affirms 'B2' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and B2-
PD Probability of Default ratings assigned to Commercial Barge
Line Company. Moody's also affirmed all of its other ratings
assigned to CBLC and to its indirect parent, ACL I Corporation
including the B3 rating it assigned on 25 February to CBLC's
planned new first lien term loan B.

The company has amended its refinancing plan and downsized the new
term loan B to $450 million from an originally contemplated $650
million, and will now add a new $200 million second lien term loan
due 2020 to which a Caa1 rating has been assigned.

The aggregate proceeds of the new term loans plus an incremental
draw on the company's unrated ABL revolver, which it is upsizing
by $75 million to $550 million, will fund the payoff of CBLC's
$200 million of second lien senior secured notes due July 2017
(rated B2) and the $250 million original face amount of Senior PIK
Toggle Notes due February 2016 (rated Caa1) of ACL I Corporation.
Both of these obligations will be paid off at par plus accrued
interest and any required premiums as part of the refinancing, and
their ratings will be withdrawn. Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and will withdraw this rating
if the company ceases to publicly file its financial statements.
The outlook is stable.

Upgrades:

Issuer: Commercial Barge Line Company

  Senior Secured Bank Credit Facility, Upgraded to a range of
  LGD4, 61 % from a range of LGD4, 69 %

Assignments:

Issuer: Commercial Barge Line Company

  Senior Secured Bank Credit Facility, Assigned Caa1

  Senior Secured Bank Credit Facility, Assigned a range of LGD5,
  87 %

Affirmations:

Issuer: ACL I Corporation

  Senior Unsecured Regular Bond/Debenture Feb 15, 2016, Affirmed
  Caa1

Issuer: Commercial Barge Line Company

  Probability of Default Rating, Affirmed B2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Corporate Family Rating, Affirmed B2

  Senior Secured Bank Credit Facility, Affirmed B3

  Senior Secured Regular Bond/Debenture Jul 15, 2017, Affirmed B2

Ratings Rationale:

The B2 Corporate Family rating reflects Moody's expectation that
CBLC should generate modestly positive free cash flow in 2013 and
2014 because of lower capital investment, the more efficient cost
structure and benefits of the expansion of its liquid business.
Credit metrics should strengthen within the B2 rating category
during this period, but less so if the low water conditions of
2012 recur. Adequate liquidity, with ample availability on the
unrated revolving credit facility due in 2015 and no near term
debt maturities supports the rating.

The ratings also consider the flexibility management has to reduce
operating costs and capital expenditures should lower than
anticipated demand for its services or barges materialize. The
refinancing will result in an about $200 million increase in
funded debt because of a dividend to the sponsor, taking book
equity to negative territory. However, Moody's believes that the
re-making of the operations provides the company a step-function
increase in run-rate EBITDA that will mitigate the increase in
Debt to EBITDA that the planned refinancing would otherwise pose.

The revolver requires compliance with a First Lien Leverage Ratio
of no more than 4.25 times and a Fixed Charge Coverage Ratio of no
less than 1.1 times, only when availability falls below $69.125
million under the upsized facility. The new term loan B will have
no financial maintenance covenants, but will require compliance
with a senior unsecured debt incurrence test based on Consolidated
Total Leverage of no more than 5.5 times, a cash sweep set at 50%
of Excess Cash Flow and will prevent payment of dividends.

The stable outlook reflects Moody's belief that industry
fundamentals will support utilization rates and freight rates
through 2014 that allow CBLC to generate positive free cash flow
during this period. The outlook also reflects Moody's expectation
that credit metrics will remain reflective of at least the B2
rating category. The inability to pay future dividends helps
mitigate risk of higher leverage due to financial policy changes.

A negative rating action could follow if demand and freight rates
trail expectations, leading to EBIT margin below 5%, Debt to
EBITDA sustained above 5.5 times, Funds from Operations ("FFO") +
Interest to Interest at about 2.0 times, Retained Cash Flow to Net
Debt below 11% and or sustained negative free cash flow
generation. Event risk associated with a large debt-funded
acquisition will be limited since the credit agreement will
contain an incurrence test for Permitted Acquisitions, that of a
Consolidated Total Leverage Ratio of no more than 4.75 times. A
positive rating action could follow if the company sustains
positive free cash flow, Debt to EBITDA that approaches 4.0 times,
FFO + Interest to Interest above 3.5 times or Retained Cash Flow
to Net Debt that approaches 17.5%.

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

Commercial Barge Line Company, headquartered in Jeffersonville,
Indiana, is the sole first tier subsidiary of American Commercial
Lines, Inc. also headquartered in Jeffersonville, Indiana. ACL is
one of the largest integrated marine transportation and services
companies in the United States, providing barge transportation and
related services, and construction of barges, towboats and other
vessels.

ACL I Corporation, headquartered in Beverly Hills, California, is
the direct parent of ACL and is ultimately controlled by certain
private investment funds controlled by Platinum Equity LLC.


COMERCIAL LAS TRES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Comercial Las Tres RRR Inc.
          aka Comercial Las 3 RRR Inc.
        P.O. Box 1210
        Coamo, PR 00769

Bankruptcy Case No.: 13-01740

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  BIGAS & BIGAS
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444
                  Fax: (787) 842-4090
                  E-mail: modestobigas@yahoo.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb13-01740.pdf

The petition was signed by Rafael Reyes Rodriguez, president.


D.J. HOSPITALITY: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: D.J. Hospitality, Inc.
        aka Comfort Inn
        dba Comfort Suites of Maumelle
        aka Quality Inn
        14322 Frontier Dr
        Maumelle, AR 72113

Bankruptcy Case No.: 13-11383

Chapter 11 Petition Date: March 7, 2013

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: Richard D. Taylor

Debtor's Counsel: Joseph F. Kolb, Esq.
                  BARBER, MCCASKILL, JONES & HALE, P.A.
                  400 W. Capitol Ave., Ste. 2700
                  Little Rock, AR 72201-3734
                  Tel: (501) 372-6175
                  Fax: (501) 375-2802
                  E-mail: jkolb@barberlawfirm.com

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

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

A copy of the Company's list of its 16 largest unsecured creditors
is available for free at http://bankrupt.com/misc/areb13-11383.pdf

The petition was signed by Jagtar Otal, owner/manager.


DESERT LAND: Wins Summary Judgment Bid in "Gonzales" Suit
---------------------------------------------------------
District Judge Robert C. Jones denied a motion for hearing and a
plaintiff's motion for summary judgment in the lawsuit styled TOM
GONZALES, Plaintiff, v. DESERT LAND, LLC et al., Defendants,
No. 3:11-cv-00613-RCJ-VPC, (D. Nev.).

In December 7, 2000, Tom Gonzales loaned $41.5 million to Desert
Land, LLC and Desert Oasis Apartments, LLC to finance their
acquisition or development of land (Parcel A) in Las Vegas,
Nevada. The loan was secured by a deed of trust.  On May 31, 2002,
Desert Land and Desert Oasis Apartments, as well as Desert Ranch,
LLC, each filed for bankruptcy, and Judge Jones jointly
administered those three bankruptcies while sitting as a
bankruptcy judge. The second amended plan was confirmed, and the
Confirmation Order included a finding that a settlement had been
reached under which Mr. Gonzales would extinguish his note and
reconvey his deed of trust; Mr. Gonzales and another party would
convey their fractional interests in Parcel A to Desert Land so
that Desert Land would own 100% of Parcel A; Mr. Gonzales would
receive Desert Ranch's 65% in interest in another property, and
Mr. Gonzales would receive $10 million if Parcel A were sold or
transferred after 90 days. Mr. Gonzales appealed the Confirmation
Order, and the Bankruptcy Appellate Panel affirmed, except as to a
provision subordinating Mr. Gonzales's interest in the Parcel
Transfer Fee to up to $45 million in financing obtained by the
Desert Entities.

Mr. Gonzales sued Desert Land, Desert Oasis Apartments, Desert
Oasis Investments, LLC, Specialty Trust, Specialty Strategic
Financing Fund, LP, Eagle Mortgage Co., and Wells Fargo (as
trustee for a mortgage-backed security) in state court for: (1)
declaratory judgment that a transfer has occurred entitling him to
the Parcel Transfer Fee; (2) declaratory judgment that the lender
Defendants knew of the bankruptcy proceedings and the requirement
of the Parcel Transfer Fee; (3) breach of contract (for breach of
the Confirmation Order); (4) breach of the implied covenant of
good faith and fair dealing; (5) judicial foreclosure against
Parcel A under Nevada law; and (6) injunctive relief. The
Defendants removed to the Bankruptcy Court. The Bankruptcy Court
recommended withdrawal of the reference because Judge Jones issued
the underlying Confirmation Order while sitting as a bankruptcy
judge. One or more parties so moved, and the Court granted the
motion. The Court has dismissed the second and fifth causes of
action. The first, third, fourth, and sixth claims against the
Desert Entities and Eagle Mortgage Co. remain. The Plaintiff has
moved for summary judgment on the remaining causes of action, and
the Defendants have moved for summary judgment on the first cause
of action.

The facts most relevant to the motions concern Desert Land's
option under the Confirmation Order to purchase certain additional
land (the FLT Option). After entry of the Confirmation Order,
Desert Land transferred the FLT Option to non-Debtor Desert Oasis
Investments. Desert Oasis Investments then exercised the FLT
Option. The question is whether this series of events constitutes
a "transfer" triggering the Parcel Transfer Fee under the
Confirmation Order.

The Plaintiff argues that because of the transfer of the FLT
Option from Desert Land to Desert Oasis Investments and Desert
Oasis Investments' later exercise of the FLT Option, the Plaintiff
is entitled to the Parcel Transfer Fee from Desert Land under the
Confirmation Order, because part of what now constitutes Parcel A
is owned by an entity other than Desert Land. The Plaintiff asks
the Court to so declare, and also to rule that Desert Land is
liable for breach of contract and breach of the implied covenant
of good faith and fair dealing for refusing to pay the Parcel
Transfer Fee upon demand. The Defendants respond that Parcel A has
not been transferred under the meaning of the Confirmation Order,
because Desert Land only transferred the FLT Option, and the land
purchased by Desert Oasis Investments under the FLT Option only
became a part of Parcel A after Desert Land transferred the FLT
Option. Therefore, no part of Parcel A has ever been
"transferred."

The Court agrees with the Defendants and granted their motion for
summary judgment.  According to the Court, "Although under the
Settlement Agreement, which was ruled binding by the Confirmation
Order, any land purchased by exercise of the FLT Option
automatically became a part of Parcel A, and the 'sale, transfer
or other conveyance of all or any part of Parcel A' would trigger
the Parcel Transfer Fee, the intent of the Settlement Agreement
was that the Parcel Transfer Fee would not be due until Bulloch
and Griffin disposed of their interest in the land or of their
interest in the entities that owned the land. It is clear from the
record that the FLT Option was not exercised until after the
Option was transferred, and thus no part of Parcel A was
transferred, but only an option to purchase a part of Parcel A. In
any case, the true intent of the plan was for the Parcel Transfer
Fee to be triggered only upon a transfer of ownership away from
Defendants and their principals.  The transfer here was in order
to allow new financing on the property and for the purpose of
exercising the option, which Plaintiff was apparently impeding."

A copy of the Court's March 4, 2013 Order is available at
http://is.gd/rTxrB6from Leagle.com.


DJO FINANCE: Debt Facility Changes No Impact on Moody's 'B3' CFR
----------------------------------------------------------------
Moody's Investors Service said that DJO Finance LLC's proposed re-
pricing amendment of its senior secured credit facility is credit
positive, but does not currently impact the B3 Corporate Family
Rating, the Ba3 rating on the first lien senior secured credit
facilities, or the stable rating outlook.

The principal methodology used in rating DJO Finance LLC was the
Global Medical Product and Device Industry methodology 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.

Based in Vista, California, DJO Finance LLC is a developer,
manufacturer and distributor of medical devices that provide
solutions for musculoskeletal health, vascular health and pain
management. The company also develops, manufactures and
distributes a broad range of reconstructive joint implant
products. The company's products are used to treat patients with
musculoskeletal conditions resulting from degenerative diseases,
deformities, traumatic events and sports related injuries. Many of
the company's non-surgical devices are also used by athletes and
individuals for injury prevention and at home physical therapy
treatment. DJO is owned by private equity sponsors Blackstone
Management Partners V L.L.C. For the year ended December 31, 2012,
DJO generated net sales of approximately $1.1 billion.


DJO FINANCE: S&P Rates $100MM Revolver and $862MM Loan 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned Vista, Calif.-based
medical device manufacturer DJO Finance LLC's proposed
$100 million first-lien revolving credit agreement and
$862 million first-lien term loan a credit rating of 'B+', with a
recovery rating of '1', indicating S&P's expectation for very high
(90% to 100%) recovery of principal in the event of a payment
default.

The term loan is a combination of existing B-2 and B-3 loans and
represents no change in the amount of debt.  The company will use
proceeds of the new term loan to repay a like amount of existing
first-lien debt.

S&P's 'B-' corporate credit rating on DJO Global Inc., parent of
DJO Finance LLC, is unaffected by the refinancing.  The rating
overwhelmingly reflects S&P's expectation that DJO's "highly
leveraged" financial risk profile will remain characterized by
very high debt leverage, nominal free cash flows, and thin
interest coverage.  S&P continues to view the company's business
risk profile as "fair," reflecting its solid competitive position
in a fairly stable segment of the medical device market, which
faces significant price pressure.

RATINGS LIST

DJO Global Inc.
Corporate Credit Rating         B-/Stable/--

New Ratings

DJO Finance LLC
$100M first-lien revolver       B+
   Recovery Rating               1
$862M first-lien term loan      B+
   Recovery Rating               1


DYNEGY HOLDINGS: Units File Amended Plan, Cites Trustee Objection
-----------------------------------------------------------------
Dynegy Northeast Generation, Inc., Dynegy Danskammer, L.L.C. and
Dynegy Roseton, L.L.C., and Hudson Power L.L.C. delivered an
amended version of their Lqiquidation Plan to the U.S. Bankruptcy
Court for the Southern District of New York on March 8, 2013.

The Amended Plan contains non-substantial modifications, a copy of
which is available for free at:

http://bankrupt.com/misc/DYNEGY_Subsidiaries'AmendedPlan_Mar08.pdf

Among other things, the Administrative Claims Bar Date is changed
to a date 30 days after the Effective Date wherein creditors can
file a request for payment of an Administrative Claim.  A document
reflecting changes in the Amended Plan is available for free at:

   http://bankrupt.com/misc/DYNEGY_Mar08PlanModifications.pdf

On the other hand, expected recoveries under the Amended Plan
remain the same as in the Original Plan.  Full recovery is
expected on Class 1 Priority Claims and Class 2 Secured Claims.
Holders of Class 3 Gen. Unsecured Claims are to receive 11% to 19%
on their claims while Class 4 Convenience Claims are entitled to
66% to 99% on their claims.  Holders of Class 6 Equity Interests
in DNE will get nothing and recovery for Class 5 Lease GUC Claims
is unknown.

The Plan also provide for releases of certain parties which
include the present and former officers and directors of the
Operating Debtors from remedies and liabilities that are or may be
based on any any or omission taking place or existing before the
Plan Effective Date.

In an accompanying memorandum of support, the Operating Debtors
assert that the Plan is an integral part of the consummation of
the sale of their Roseton and Danskammer facilities.  They specify
that the sale transactions will provide funding for the
liquidation of their estates; provide for the satisfaction of
claims against the estates; and contemplate the Roseton Facility
continuing to operate as a going concern.

As to the confirmation objections lodged, the Operating Debtors
assert that the U.S. Trustee's issue on the plan releases does not
have merit.  They insist that the exculpation provisions, the Non-
Debto releases, and the related injunction are appropriate under
applicable law and the circumstances of their Chapter 11 cases;
and should thus be approved.

The Operating Debtors reiterate that the Plan Releases are an
essential component of the settlement agreement with their large
stakeholders and the contemplated sale transactions of their plant
facilites; have the support of every major creditor constituency
in their Chap. 11 cases; were negotiated in good faith and are
fair and equitable.

The Operating Debtors further cite that the Lead Plaintiff Stephen
Lucas ? a former equity holder of an entity that is one level
removed from the Operating Debtors - lacks standing in their
Chapter 11 cases.  They also maintain that their confirmation
hearing cannot be used as a forum to attempt to re-litigate issues
that have been previously raised in the Dynegy Holdings
Inc./Dynegy Inc. Plan and which are currently on appeal.

Catherine Callaway, executive vice president and chief compliance
officer of Dynegy Inc.; and Heidi Lewis, vice president of Dynegy
Inc., submitted to the Court separate declarations in support of
the Operating Debtors' Plan.

Confirmation of the Amended Plan for the Operating Debtors is set
to be considered at a March 12 hearing before Judge Cecelia G.
Morris.

                         About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.


DYNEGY HOLDINGS: US Trustee Says Units' Liq. Plan Not Confirmable
-----------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, complains that
operating debtors Dynegy Northeast Generation, Inc., Hudson Power,
L.L.C., Dynegy Danskammer, L.L.C. have not met their burden of
proof that their Liquidating Plan satisfies the confirmation
requirements of the Bankruptcy Code.

The U.S. Trustee specifically cites that the Plan provides for
non-debt third party releases, injunctions and exculpation
provisions that do not comport with Second Circuit law or the
Bankruptcy Code.

Accordingly, the U.S. Trustee asks the New York Bankruptcy Court
to deny confirmation of the Plan.

Stephen Lucas, lead plaintiff in the securities class action
entitled Charles Silsby, individually and on behalf of all others
similarly situated v. Dynegy Inc., et al., Case No. 12-cv-02307
(JGK) (S.D.N.Y.), joins in the objection of the U.S. Trustee to
the extent the Plan seeks to impact in any way the claims asserted
in the Securiteis Litigation.  The class is composed of those who
acquired securities of Dynegy Inc between Sept. 2, 2011 and Mar.
9, 2011.

As previously reported in the Feb. 27, 2013 edition of the
Troubled Company Reporter, the Disclosure Statement dated Jan. 23,
2013 explaining the Plan of Liquidation reveals that the sources
for plan distributions generally consist of: (i) cash
consideration that will be received from the buyers in connection
with the sale of two plants in New York, known as the Roseton and
Danskammer facilities; (ii) the Operating Debtors' cash resources
and other net working capital; and (iii) other sources of cash
that may be available to certain of the Operating Debtors'
estates.  A copy of the Jan. 23 Disclosure Statement is available
for free at:

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

The TCR also reported that the Plan provides that holders of
priority and secured claims will get full recovery on their
claims; general unsecured creditors will recover 11% to 19% of
their claims; and holders of convenience claims will recover 66%
to 99% of their claims.  Holders of general unsecured claims of
lease trustee U.S. Bank National Association, allowed for $455,000
against Dynegy Roseton and $85.3 million against Dynegy
Danskammer, will receive their pro rata share of remaining funds
after payment of other claims.  Equity interest holders in DNE
won't receive anything.

                         About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.


DYNEGY HOLDINGS: Creditors Vote to Accept Units' Liquidation Plan
-----------------------------------------------------------------
Majority of creditors of Dynegy Northeast Generation, Inc., Hudson
Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton,
L.L.C., voted to accept the Operating Debtors' Joint Plan of
Liquidation.

In a March 7 declaration to the Court, Christina F. Pullo of Epiq
Bankruptcy Solutions LLC, disclosed that 80%-100% of general
unsecured claimants; 94% to 100% of convenience claim holders; and
63% of lease GUC claimants voted to accept the Plan.

Only holders of Class 3 General Unsecured Claims, Class 4
Convenience Claims and Class 5 Lease GUC Claims were eligible to
vote on the plan.

The voting deadline was set last March 1, 2013.

                         About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
http://bankrupt.com/misc/DYNEGY_Mar08PlanModifications.pdfChapter
11 protection.


EAST COAST BROKERS: Files for Chapter 11 in Tampa
-------------------------------------------------
East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast
estimated at least $50 million in assets and liabilities in its
bare-bones Chapter 11 petition.  Scott A. Stichter, Esq., at
Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel to
the Debtors.  According to the docket, the Chapter 11 plan and
disclosure statement are due July 5, 2013.


EAST COAST BROKERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: East Coast Brokers & Packers, Inc.
        P.O. Box 2636
        Plant City, FL 33564

Bankruptcy Case No.: 13-02894

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Scott A. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: sstichter.ecf@srbp.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

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

The petition was signed by Batista J. Madonia, president.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Batista Madonia                       13-02895
Circle M Ranch, Inc.                  13-02896
Ruskin Vegetable Corporation          13-02897
Oakwood Place, Inc.                   13-02898


EASTERN PROMENADE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Eastern Promenade II, LLC, A Corporation
        3824 S. Jones, #F
        Las Vegas, NV 89103

Bankruptcy Case No.: 13-11724

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: David Mincin
                  MINCIN LAW, PLLC
                  528 S. Casino Center, #325
                  Las Vegas, NV 89101
                  Tel: (702) 589-9881
                  Fax: (702) 388-4393
                  E-mail: dmincin@lawlasvegas.com

Scheduled Assets: $2,010,002

Scheduled Liabilities: $2,809,432

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-11724.pdf

The petition was signed by Alireza Kaveh, manager.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Rainbow 215, LLC                      09-23414            07/27/09
Rainbow Maule                         10-27509            09/15/10


EASTMAN KODAK: Gets Court OK of Amended DIP Credit Agreement
------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper amended the order he issued on
January 24, which authorized Eastman Kodak Co. to borrow up to
$844 million.

The amended order authorized Kodak to enter into the Amended
Supplemental DIP Credit Agreement, a copy of which can be accessed
for free at http://is.gd/o2r5Aw

The Amended Supplemental DIP Credit Agreement allows Kodak, the
committee of unsecured creditors and the second lien noteholders'
committee to retain an executive search firm to assist in
identifying candidates for the post-emergence board of directors
of reorganized Kodak.

The agreement requires Kodak to deliver by April 8 a draft of its
Chapter 11 plan and disclosure statement to advisers of the
lenders who, together with Wilmington Trust N.A. and the company,
executed that certain commitment letter dated Feb. 28.  It also
requires the company to file those documents with the bankruptcy
court by April 30.

The disclosure statement must be approved by the bankruptcy court
by June 30, and the Chapter 11 plan by Sept. 15, according to the
agreement.

Lenders holding the first lien term loans in the aggregate amount
of up to $473.2 million in new money loans will have the right to
credit bid up to $200 million of their new money loans in
connection with the disposition of any combination of Kodak's
specified non-Commercial Imaging assets.

                      $830 Million Loan

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, as revised, the loan is $830 million and includes
$455 million in so-called new money.  As amended,
$635 million of the loan can be converted into part of so-called
exit financing enabling Kodak to emerge from bankruptcy.  To be
eligible for the exit loan, Kodak must generate proceeds of
$600 million from the sale of assets other than the commercial
printing business.

According to the report, the new financing converts $375 million
of existing second-lien debt into a new obligation arising in the
Chapter 11 case.  Together with proceeds from the sale of digital-
imaging technology, the revised loan pays off the $700 million
term-loan portion of the existing $950 million loan financing the
bankruptcy. The $250 million asset-backed commitment in the
$950 million loan reduces to $200 million.

Kodak's $400 million in 7% convertible notes due in 2017 last
traded on March 8 for 12.775 cents on the dollar, up from
10.5 cents on Dec. 12, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

                        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.


EASTMAN KODAK: Wins Court Approval of Revised Citi Agreement
------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper approved the amendments to the
agreement between Eastman Kodak Co. and Citigroup Global Markets
Inc.

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

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

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

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

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

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EMD LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: EMD, L. L. C.
        233 W. Taylor Street, Suite 101
        Griffin, GA 30223

Bankruptcy Case No.: 13-10607

Chapter 11 Petition Date: March 6, 2013

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

Judge: W. Homer Drake

Debtor's Counsel: Ward Stone, Jr., Esq.
                  STONE & BAXTER, LLP
                  Fickling & Company Building, Suite 800
                  577 Mulberry Street
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: wstone@stoneandbaxter.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-10607.pdf

The petition was signed by Dan L. Dunson, managing member.


FIBERTOWER NETWORK: Seeks Further Extension of Exclusive Periods
----------------------------------------------------------------
FiberTower Network Services Corp., et al., ask the U.S. Bankruptcy
Court for the Northern District of Texas, Fort Worth Division, to
further extend the period by which they have exclusive right to
propose a plan until Aug. 12, 2013, and solicit acceptances of
that plan until Oct. 11.

The Debtors said in court filings that they require the additional
time to propose, and solicit acceptances for, a Chapter 11 plan
because, as a result of the Federal Communications Commission's
denial of their applications, the entry into the term sheet with
the so-called Participating Carriers, and the Debtors'
negotiations with respect sales of their assets, they are still
deliberating the terms of a Chapter 11 plan.  In addition, the
Debtors said they need additional time to negotiate and finalize
the terms of any plan with the holders of 2016 Notes, among other
interested parties.  Lastly, the additional time will extend the
Exclusivity Period beyond the shut-down date under the Carrier
Term Sheet and thereby provide the Debtors with clarity with
respect to proposing a Chapter 11 plan.

A hearing on the request will be held on March 12.

                     About FiberTower Corporation

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

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

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

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

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

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

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

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

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


FLORENCE HOSPITAL: Acute-Care Hospital Files Ch.11 in Tucson
------------------------------------------------------------
Florence Hospital at Anthem LLC, the owner and operator of an
acute-care hospital in Florence, Arizona, filed a petition for
Chapter 11 reorganization (Bankr. D. Ariz. Case No. 13-bk-03201)
on March 7 in Tucson.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the hospital, which opened in March 2012, guarantees
patients in the emergency department will see a board-certified
physician within 30 minutes.  The hospital includes a secure wing
to treat prisoners.  Financial difficulties are due in part to a
lower-than-expected flow of prison patients. The hospital opened
later than expected, losing higher patient volume during the
winter.  The hospital is located about midway between Tucson and
Phoenix.

The Debtor estimated assets for less than $10 million with debt
exceeding $10 million in the petition.  Debt includes $9.8 million
owing to Stillwater National Bank & Trust Co.  The bank
precipitated bankruptcy by seizing $1.5 million in bank accounts
on Jan. 29.


FLORENCE HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Florence Hospital At Anthem, LLC
        4545 N. Hunt Highway
        Florence, AZ 85132

Bankruptcy Case No.: 13-03201

Chapter 11 Petition Date: March 6, 2013

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

Judge: Brenda Moody Whinery

Debtor's Counsel: Michael A. Jones, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  1850 N. Central Avenue, Suite 1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: mjones@asbazlaw.com

                         - and ?

                  Thomas H. Allen, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  Viad Corporate Center
                  1850 N. Central Avenue, #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: tallen@asbazlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/azb13-03201.pdf

The petition was signed by Timothy A. Johns, manager.


FOCUS LEARNING: Fitch Cuts Revenue Bonds Ratings to 'BB+'
---------------------------------------------------------
Fitch Ratings downgrades to 'BB+' from 'BBB-' and removes from
Rating Watch Negative the rating on $9.395 million in education
revenue bonds issued by the Beasley Higher Education Finance
Corporation. The bonds are issued on behalf of FOCUS Learning
Academy, Incorporated.

The Rating Outlook is Stable.

SECURITY

The revenue bonds are secured by a pledge of FOCUS' gross
revenues, a cash-funded debt service reserve and a mortgage on
property and facilities.

KEY RATING DRIVERS

MARGINAL FINANCIAL METRICS: The expected continuation of the
break-even to positive margin demonstrated in fiscal 2012, limited
balance sheet flexibility and moderately high debt to net
available income are considered speculative grade attributes under
Fitch's revised charter school rating criteria. Thus providing the
basis for the downgrade to 'BB+' despite the financial profile's
ability to support the current debt level.

ENROLLMENT SHORTFALLS: Total enrollment fell short of projected
levels in two consecutive years. This resulted in a much slimmer
margin in fiscal 2012 and required significant expense reductions
beginning in the second quarter of fiscal 2013 to maintain
budgetary balance.

GOVERNANCE LACKS INDEPENDENCE: While demonstrating effective
management, overlap between FOCUS' board of directors and day to
day administration team compromise the independent oversight
mechanism that Fitch's revised criteria expects to be present in
an investment grade charter school.

RATING SENSITIVITES

STANDARD SECTOR CONCERNS: A modest financial cushion, substantial
reliance on state per pupil funding, and charter renewal risk are
credit concerns common in all charter school transactions that, if
pressured, could impact the rating over time.

DEBT ISSUANCE: The decision to move forward with additional debt
issuance before enrollment growth targets have been met and before
financial improvement has been consistently demonstrated could
trigger further negative rating action.

CREDIT PROFILE

Fitch is concerned about management's inability to accurately
project enrollment patterns and the resultant negative impact on
financial operations. FOCUS' actual enrollment of 888 students
fell well below the projected number of 975. This despite
continuing to grow enrollment by a strong 25.2% in fall 2011.
Management made the decision to absorb the $750,000 associated
revenue shortfall (approximately 7.4% of budgeted revenues) rather
than make expenditure reductions. For fiscal 2012, this resulted
in a reduced, but still positive, operating surplus of 1.6% or
$154,000 and a reduction of overall financial flexibility.

FOCUS' decision not to cut costs increased the importance of
meeting enrollment projections in fall 2012. FOCUS is solely
reliant on per pupil funding sources for its operating revenues.
In fall 2012, not only did FOCUS fail to achieve its projected
enrollment level of 1,075 students, it fell short of the fall 2011
goal of 975 for a second consecutive year, enrolling just 922
students. Having added personnel in anticipation of significant
enrollment growth that did not materialize, FOCUS was forced to
implement somewhat drastic expense cuts to balance the budget.

Fitch expects margins to remain near the break-even level until
enrollment levels grow to the originally projected levels. Thus
underscoring the speculative grade nature of the operating
profile. Management is committed to allowing actual enrollment
drive future staff and expense increases, which Fitch views
positively.

Resource growth slowed in fiscal 2012 as compared to Fitch's
expectations as a result of the minimal operating surplus.
Available funds grew just 5.5% to $1.36 million or 14.8% of fiscal
2012 operating expenses ($9.2 million) and 13.7% of total
outstanding debt ($9.9 million). Fitch views this level of
financial cushion as providing only modest additional flexibility.
In combination with the narrowed operating flexibility following
the expense cuts that were made in the second quarter of fiscal
2013, Fitch views the weakened overall financial profile as the
primary driver of the downgrade to 'BB+'.

FOCUS' current financial profile continues to provide adequate
support for outstanding debt obligations. Net income available for
debt service provided a healthy 1.4x coverage of transaction
maximum annual debt service ($817,000) in fiscal 2012. Annual debt
service obligations are approximately level through final maturity
in 2041. Future expansion, which will also be driven by the
achievement of certain enrollment thresholds, could put further
pressure on FOCUS' balance sheet resources. Issuance of additional
debt to fund this expansion in the absence of a commensurate
growth in resources levels to support its repayment would be
viewed negatively.

Located in Dallas, TX FOCUS is a charter school that received its
first charter in 1998 and started with an initial enrollment of
177 students in grades K-6. FOCUS prides itself on its multi-
sensory approach to education, which results in the development of
specialized curricula for 'learning different' students. This
cohort currently makes up approximately 20% of the student body.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


FORESIGHT APPLICATIONS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Foresight Applications & Systems Technologies, LLC
        14143 Denver West Parkway
        Suite 100
        Golden, CO 80401

Bankruptcy Case No.: 13-13290

Chapter 11 Petition Date: March 7, 2013

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

Judge: Sidney B. Brooks

Debtor's Counsel: John C. Smiley, Esq.
                  LINDQUIST & VENNUM PLLP
                  600 17th St.
                  Ste. 1800-S
                  Denver, CO 80202
                  Tel: (303) 573-5900
                  E-mail: jsmiley@lindquist.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cob13-13290.pdf

The petition was signed by Michael V. Knight, receiver.


FREE HORIZON: Fitch Lowers Revenue Bonds Ratings to 'BB-'
---------------------------------------------------------
Fitch Ratings downgrades to 'BB-' from 'BBB-' and removes from
Rating Watch Negative the rating on approximately $6.41 million
outstanding charter school revenue bonds for the Colorado
Educational and Cultural Facilities Authority.  The bonds were
issued on behalf of Free Horizon Montessori Charter School.

The Rating Outlook is Stable.

SECURITY

The bonds are a general obligation of FHM and secured by a first
lien on the school's facility. FHM participates in Colorado's
state intercept program. In this program, the state treasurer
directs per pupil funds first to the bond trustee to pay debt
service and then passes on the remainder to FHM for its
operations.

KEY RATING DRIVERS

INCONSISTENT FINANCIAL PERFORMANCE: The downgrade to 'BB-'
primarily reflects FHM's limited ability to manage revenue
challenges that has resulted in historically volatile financial
results. The anticipated reliance on foundation funds to balance
the fiscal 2013 budget underscores the ongoing impact of this key
credit attribute.

ENROLLMENT ISSUES IMPACT BUDGET: The material decline in
enrollment in fall 2012 following a turnover in leadership
fundamentally weakens FHM's operating budget, as FHM is heavily
reliant on revenues linked to enrollment to support its annual
operations. Fitch has previously cited strong demand as a key
credit strength.

LIMITED BALANCE SHEET RESOURCES: FHM's balance sheet provides only
a modest level of cushion to absorb operating expense overages or
to mitigate the school's outstanding debt burden. Fitch views this
limitation as a further indicator of a speculative grade rating.

RATING SENSITIVITIES

FAILURE TO STABILIZE OPERATIONS: Beginning in fiscal 2014 (fall
2013), Fitch expects FHM to stabilize enrollment and generate
balanced operations without reliance on existing balance sheet
resources. Inability to achieve stability in these critical areas
could result in additional negative rating pressure.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

FHM's historically volatile operating performance, which impacts
other key credit factors including balance sheet resources and
debt manageability, is the key driver of the downgrade. Ranging
from a high of 10% in fiscal 2010 to a low of -6.8% just one year
later in fiscal 2011, FHM's volatile operating results are
symptomatic of a lack of adequate financial flexibility to manage
reductions in state funding and changes in enrollment at the
school.

In fall 2012, following a transition to a new head of school and
material staff turnover, enrollment fell by a high 11.4%. While
FHM's authorizer, Jefferson County Public Schools (JCPS), noted
that enrollment declines following a change in leadership are not
uncommon, JCPS required FHM to draft a revised budget due to the
magnitude of the decline. Conservative assumptions regarding per
pupil funding levels and staffing-related expense reductions
helped to offset a portion of the revenue shortfall. However,
these measures were inadequate to achieve a budgetary balance.
FHM's foundation board approved up to $50,000 in support to bridge
the remaining gap anticipated in fiscal 2013.

Historically, demand has been a noted strength of FHM, with
enrollment climbing by an average of 14.7% per year over the prior
five fall enrollment cycles. Management noted that they learned
about students' decisions not to enroll for fall 2012 late in the
admissions cycle and did not have adequate time to react. For fall
2013, existing students were required to declare their intention
to return by Jan. 18, while new applicants had a first round
deadline of January 24 to express their interest.

Results from these surveys showed improved retention of existing
students, but somewhat declining demand (measured by application
volume at the January 2013 deadline) among prospective students.
Management believes that FHM's decision to bring back classroom
assistants in spring 2013 (for lower elementary grades) and in
fall 2013 (upper elementary grades) has helped to improve
retention. Further, FHM is currently involved in an extensive
marketing campaign to shore up new demand. In combination,
management anticipates modest enrollment growth for fall 2013.
Fitch will continue to monitor FHM's ability to achieve these
projections.

Fitch views volatility in FHM's revenues negatively, particularly
as it also impacts two other key financial concerns - debt
manageability and balance sheet cushion. Available funds, defined
by Fitch as cash and investments not permanently restricted,
declined to $743,000 in fiscal 2012 (from $777,000 in fiscal 2011)
on the heels of a $26,000 GAAP-basis operating deficit. Compared
to operating expenses of $3.3 million and total outstanding debt
of $6.5 million, available funds represented a modest 22.7% and
11.4%, respectively. Continued operational imbalances could
quickly erode FHM's existing financial cushion, which poses a
credit concern for Fitch.

Further, FHM maintains a high debt burden. Transaction maximum
annual debt service (TMADS) of $468,000 is due in 2039 and
represented a high 14.4% of fiscal 2012 operating revenues. This
burden is somewhat mitigated by the adequate 1.2x TMADS coverage
demonstrated in fiscal 2012 despite the operating deficit.
However, fiscal 2012 is the first year that TMADS coverage has
exceeded 1x. Over the past four fiscal years, TMADS coverage has
averaged just 0.4x. Given the reduced revenue base that is
anticipated in fiscal 2013, net income may be inadequate to fully
fund the obligation, requiring FHM to spend a portion of its
available funds cushion.

Fitch notes positively that recent restructuring of FHM's
management team resulted in a more appropriate division of labor.
Notably, FHM created a Director of Finance and Facility position
to take on the financial budgeting and reporting requirements.
This provides the head of school, who previously managed these
responsibilities, the ability to focus on day to day
administration and academic performance. This change is expected
to lead to stabilization in FHM's operating and financial profiles
over time.

FHM has operated within JCSD R-1, in Golden, CO since 2002. FHM's
charter has been renewed twice since it was initially awarded, and
is currently set to expire at the end of the 2014-15 academic
year. FHM's unique feature is its use of the Montessori
educational model, which includes many characteristics separating
it from traditional schooling. The model includes a focus on
individual, child-directed learning rather than lecture-based
teaching; larger classrooms involving multiple age-groups; and
multiple instructors.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


FRONTIER SHOPPING: Case Summary & 5 Unsecured Creditors
-------------------------------------------------------
Debtor: Frontier Shopping Center LLC
        3824 S. Jones Boulevard, #F
        Las Vegas, NV 89103

Bankruptcy Case No.: 13-11818

Chapter 11 Petition Date: March 7, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: David Mincin, Esq.
                  MINCIN LAW, PLLC
                  528 S. Casino Center, #325
                  Las Vegas, NV 89101
                  Tel: (702) 589-9881
                  Fax: (702) 388-4393
                  E-mail: dmincin@lawlasvegas.com

Scheduled Assets: $1,877,399

Scheduled Liabilities: $1,175,700

A copy of the Company's list of its five unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-11818.pdf

The petition was signed by Alireza Kaveh, managing member.


FRONTIERS MEDIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Frontiers Media, LLC
          dba Frontiers Magazine
              Frontiers L.A.
              Frontiers L.A. Com
        5657 Wilshire Boulevard, Suite 470
        Los Angeles, CA 90096

Bankruptcy Case No.: 13-15740

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Jeffrey S. Shinbrot, Esq.
                  THE SHINBROT FIRM, APLC
                  8200 Wilshire Boulevard, Suite 400
                  Beverly Hills, CA 90211
                  Tel: (310) 659-5444
                  Fax: (310) 878-8304
                  E-mail: jeffrey@shinbrotfirm.com

Scheduled Assets: $342,254

Scheduled Liabilities: $3,179,629

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-15740.pdf

The petition was signed by David Stern, managing member.


GENERAL MOTORS: Creditors Appeal $1.5B Fight with JPM, Lenders
--------------------------------------------------------------
Nick Brown, writing for Reuters, reported that unsecured creditors
of General Motors Co. are appealing a defeat in a $1.5 billion
fight with the company's lenders that shows the potentially
drastic implications of a paperwork error.

Through an appeal lodged on Thursday in U.S. Bankruptcy Court in
Manhattan, the creditor group continued a three-year fight over
whether lenders, led by JPMorgan Chase & Co, should have to pay
for accidentally filing a financing document that may have
terminated their lien on GM's assets, the Reuters report related.

After the automaker, or "Old GM," filed for bankruptcy in 2009,
its best assets were sold to the new General Motors Co., Reuters
said.  The remainder of the company was liquidated for the benefit
of creditors, who have been litigating various matters in hopes of
recovering money.  In this case, the creditor group claimed
JPMorgan and a host of other holders of a syndicated $1.5 billion
term loan may have terminated their lien on GM's assets, resulting
in unsecured creditors being entitled to at least a portion of
those assets.

In a March 1 opinion, Bankruptcy Judge Robert Gerber explained
that, as part of a process to terminate a lien on an unrelated
loan, GM and JPMorgan accidentally submitted a filing under
Uniform Commercial Code guidelines whose language effectively
nixed the lien for the term loan, Reuters related.

The cases are In re Motors Liquidation Co and Official Committee
of Unsecured Creditors of Motors Liquidation Co v. JPMorgan Chase
Bank NA, U.S. Bankruptcy Court, Southern District of New York,
Nos. 09-50026 and 09-504.

                     About General Motors

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

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

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

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

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


GENESIS PRESS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Genesis Press, Inc.
        7112 Augusta Road
        Piedmont, SC 29673

Bankruptcy Case No.: 13-01376

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert A. Pohl, Esq.
                  POHL, P.A.
                  P.O. Box 27290
                  Greenville, SC 29616
                  Tel: (864) 361-4827
                  Fax: (864) 558-5291
                  E-mail: robert@pohlpa.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/scb13-01376.pdf

The petition was signed by Larry Kudeviz, vice president.


GEOKINETICS INC: Files for Chapter 11 with Pre-Packaged Plan
------------------------------------------------------------
Geokinetics Inc. on March 11 disclosed that it and its domestic
subsidiaries have filed voluntary petitions under chapter 11 of
title 11 of the United State Code in the United States Bankruptcy
Court for the District of Delaware to complete their previously
announced financial restructuring of the Company designed to
restore the Company to long-term financial health.  The Company
intends to continue operating in the normal course of business
without interruption and the restructuring is not expected to have
an impact on the Company's operations.

The pre-packaged plan of reorganization, which has been
overwhelmingly approved by the Company's stakeholders but remains
subject to Bankruptcy Court approval, provides for the payment in
full of the Company's secured credit facility, for the conversion
of the $300 million (plus accrued and unpaid interest) of the
Company's senior secured notes into newly issued common equity of
the reorganized Company representing 100% of the reorganized
Company's issued and outstanding common stock after the issuance
(subject to dilution for a management incentive plan and
distributions with respect to the debtor-in-possession financing
described below) and for the payment of allowed general unsecured
claims in full either at the conclusion of the chapter 11 case or
in the ordinary course of business.  The Company expects to
receive Bankruptcy Court approval of its pre-packaged plan within
45 days.

To facilitate the chapter 11 process, the Company and certain
holders of the Company's senior secured notes have agreed to an up
to $25 million debtor-in-possession term loan to fund, among other
things, the Company's working capital needs while in chapter 11.
The term loan will be paid off in common stock of the reorganized
Company at a discount to plan value, as provided in the Company's
plan of reorganization.  David J. Crowley, the President and Chief
Executive Officer of the Company, commented, "[Mon}day we have
taken a decisive step to strengthen our balance sheet and emerge a
stronger company that is well-positioned for growth on the horizon
in all three product lines and enhances profitability, while
maintaining our commitments to our customers, employees and
vendors."

The Company has filed a series of first day motions to allow the
Company to continue to operate in the ordinary course of business
during the confirmation process.  The first day motions ask the
United States Bankruptcy Court in the District of Delaware to
approve, among other things, the payment of wages, salaries and
other employee benefits as well as payments to certain critical
vendors and foreign vendors.

In connection with the debtor in possession financing discussed
above, each holder of the Company's senior secured notes that is
an accredited investor holding at least $1,000,000 in aggregate
principal amount of the senior secured notes may elect to be a
lender under the debtor-in-possession financing by contacting the
agent for the debtor-in-possession financing within 5 days of
entry of the interim order approving the debtor-in-possession
financing and executing the necessary documents as required by the
agent, as set forth in and subject to the interim order approving
the debtor-in-possession financing that is entered by the
Bankruptcy Court.  Such eligible senior secured noteholders may
contact the agent by sending an e-mail to Bobbie Young --
byoung@cantor.com -- and to Nate Plotkin -- nplotkin@cantor.com --
with a copy to Stephen Castro -- Stephen.Castro@kayescholer.com --
and Emil Buchman -- Emil.Buchman@friedfrank.com

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.  These geophysical services include
acquisition of 2D, 3D, time-lapse 4D and multi-component seismic
data surveys, data processing and integrated reservoir geosciences
services for customers in the oil and natural gas industry, which
include national oil companies, major international oil companies
and independent oil and gas exploration and production companies
worldwide.

The Company's balance sheet at Sept. 30, 2012, showed
$415.71 million in total assets, $590.79 million in total
liabilities, $90.72 million in mezzanine equity, and a
$265.80 million total stockholders' deficit.


GEOKINETICS INC: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Entities that simultaneously filed Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
Geokinetics Inc.                           13-10472
  1500 CityWest Blvd., Suite 800
  Houston, TX 77042
Geokinetics Holdings USA, Inc.             13-10473
Geokinetics Acquisition Company            13-10477
Geokinetics Services Corp.                 13-10474
Geokinetics USA, Inc.                      13-10476
Geokinetics Processing, Inc.               13-10475
Geokinetics International Holdings, Inc.   13-10478
Geokinetics Management, Inc.               13-10479
Geokinetics International, Inc.            13-10480
Advanced Seismic Technology, Inc.          13-10481

Chapter 11 Petition Date: March 10, 2013

Court: United States Bankruptcy Court
       District of Delaware

Judge: Hon. Kevin Carey

Debtors' Counsel:  Sarah Link Schultz, Esq.
                   Michael S. Haynes, Esq.
                   Sarah J. Crow, Esq.
                   AKIN GUMP STRAUSS HAUER & FELD LLP
                   1700 Pacific Avenue, Suite 4100
                   Dallas, TX 75201
                   Tel: (214) 969-2800
                   Fax: (214) 969-4343
                   E-mail: sschultz@akingump.com
                           mhaynes@akingump.com
                           sjcrow@akingump.com

                        - and -

                   Paul N. Heath, Esq.
                   L. Katherine Good, Esq.
                   Tyler D. Semmelman, Esq.
                   RICHARDS, LAYTON & FINGER, P.A.
                   One Rodney Square
                   920 North King Street
                   Wilmington, DE 19801
                   Tel: (302) 651-7700
                   Fax: (302) 651-7701

Debtors' Financial
Advisor:           Jay L. Johnson
                   ROTHSCHILD INC
                   1251 Avenue of the Americas, 51st Floor
                   New York, NY 10020
                   Tel: (212) 403-3500
                   Fax: (212) 403-3501
                   E-mail: jay.johnson@rothschild.com

Debtors'
Independent
Auditor:           UHY LLP

Debtors' Claims
and Noticing
Agent:             GCG INC.

Counsel to
Consenting
Noteholders &
Proposed Backstop
DIP Lenders:       Jennifer L. Rodburg, Esq.
                   Richard J. Slivinski, Esq.
                   FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
                   One New York Plaza
                   New York, NY 10004
                   Tel: 212-859-8520
                   Fax: 212-859-4000
                   E-mail: jennifer.rodburg@friedfrank.com
                           richard.slivinski@friedfrank.com

                        - and -

                   Laura Davis Jones, Esq.
                   PACHULSKI STANG ZIEHL & JONES LLP
                   919 North Market Street, 17th Floor
                   P.O. Box 8705
                   Wilmington, DE 19899-8705

Total Consolidated Assets at Sept. 30, 2012: $415.71 million

Total Consolidated Liabilities at Sept. 30, 2012: $590.79 million

Geokinetics Inc. disclosed $12,119,439 in total assets and
$350,756,244 in total liabilities at Feb. 28, 2013.

The petition was signed by Gary L. Pittman, Executive Vice
President and Chief Financial Officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                               Amount of Claim
   ------                               ---------------
Mermaid Marine Asia Pte Ltd                  $1,192,391
81 Tras Street
Singapore 079020
Singapore

Mitchan Industries Inc.                        $873,774
8141 SH Hwy 75 S
Huntsville, TX 77340

Cougar Land Services LLC                       $855,738
10701 Corporate Dr, Suite 377
Stafford, TX 77477

Offshore Service Vessels LLC                   $820,461
16201 East Main Street
Cut Off, LA 70345

Aerial Coalition Technologies LLC              $473,987
PO Box 1402
Grand Island, NE 68802

Haynes and Boone LLP                           $392,560
2505 North Plano Road
Suite 4000
Richardson, TX 75082-4101

Addison Professional Search LLC                $365,068
222 S. Riverside Plaza, Suite 1710
Chicago, IL 60606

Geotape Ltd.                                   $323,781
PO Box 54407
New Orleans, LA 70154-4407

Geospace Technologies LP                       $229,949
PO Box 3049
Houston, TX 7253-3049

Pathfinder Navigation                          $179,620

Abitibi Helicopters Ltd                        $157,066

Inova Geophysical Inc.                         $155,604

Vehicle Source Products Inc.                   $152,597

Magic Industries Inc.                          $100,102

IAGC                                            $99,498

Autonomy Inc.                                   $93,284

Pentagon Freight Services                       $84,726

Urban Seismic Specialists Inc.                  $82,969

Oracle America                                  $64,066

Standard & Poor's Financial
Services LLC                                    $58,000

Colorado School of Mines                        $57,400

Moody's Investors Service                       $52,500

AIG Commercial Equipment Finance                $46,536

Verizon Wireless                                $45,623

Servo Kinetics Inc.                             $42,141

Ryan Inc.                                       $37,664

Duff & Phelps                                   $34,394

Greyco Seismic Personnel
Services LLC                                    $30,707

Standard Insurance Company                      $30,548

Ion Concept Systems Ltd                         $29,871


GIANT AUTO: Ky. Court Dismisses Suit Challenging Asset Sale
-----------------------------------------------------------
District Judge Henry R. Wilhoit, Jr., dismissed the lawsuit styled
as, KENTUCKY AUTOMOTIVE CENTER OF GRAYSON, LLC, Plaintiff, v.
NISSAN NORTH AMERICA, INC., Defendant, Civil Action No. 12-48-HRW
(E.D. Ky.), at the behest of the defendant.  A copy of the Court's
Feb. 22, 2013 Memorandum Opinion and Order is available at
http://is.gd/BHpY0Afrom Leagle.com.

The lawsuit arises from the Chapter 11 Bankruptcy proceedings of
the Giant Auto Group Ashland, LLC.  Giant Auto was the holder of
an automobile dealership known as "Nissan of Ashland" pursuant to
an agreement with Nissan North America, Inc.  As part of the
bankruptcy proceedings, on March 5, 2010, the court-appointed
chief liquidating officer convened an auction of certain assets,
including the Nissan dealership.  Two groups participated in the
bidding -- the Crawford Group and the Cole Group.

Notwithstanding that the Crawford Group's bid was the higher of
the two, the CLO determined that the Cole Group's bid was
preferable and requested that the Bankruptcy Judge approve the
sale of Giant's assets to the Cole Group. The Crawford Group filed
an objection in which it claimed that it had been pre-approved as
a qualified bidder, was the higher bidder but lost the auction due
to fraudulent procedures.  It described the process as a "sham."

The Bankruptcy Judge Joseph M. Scott scheduled an evidentiary
hearing on the CLO's motion to approve the sale and the Crawford
Group's objection for Apri 16, 2010.

One day prior the hearing, however, the Crawford Group filed a
Notice of Withdrawal of its Objection and stated that "evidentiary
hearing would be moot".  On April 7, 2010 the Judge Scott entered
an Order approving the sale.  Judge Scott noted that the Crawford
Group's Objection had been withdrawn.

The Crawford Group did not appeal Judge Scott's Order.

Kentucky Automotive Center of Grayson filed the action in Carter
Circuit Court against Nissan, alleging that the bidding process
was fraudulent for the same reasons set for in the Crawford
Group's Objection.  It alleges that Defendant violated the
Kentucky Motor Vehicle Sales Act, specifically KRS 190.070 as well
as the Kentucky Consumer Protection Act.

Pursuant to 28 U.S.C. Sec. 1332, the case was removed to the
District Court.  Nissan seeks dismissal of all claims alleged
herein on two grounds: first, that Plaintiff lacks the requisite
standing to bring this claim and second, that the doctrine of res
judicata bars the alleged claims.


GILBERT MOTOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gilbert Motor Company, LLC
          aka Gilbert Auto Nissan
              Gilbert Nissan
        2311 South Maiers Road
        Moses Lake, WA 98837

Bankruptcy Case No.: 13-00919

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Barry W. Davidson, Esq.
                  DAVIDSON BACKMAN MEDEIROS, PLLC
                  601 W. Riverside Avenue, Suite 1550
                  Spokane, WA 99201
                  Tel: (509) 624-4600
                  Fax: (509) 623-1660
                  E-mail: bdavidson@dbm-law.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/waeb13-00919.pdf

The petition was signed by Mark W. Gilbert, managing member.


GOLD RESERVE: NYSE-MKT Denies Appeal for Continued Listing
----------------------------------------------------------
Gold Reserve Inc. advises its shareholders that on March 8, 2013,
the Company was notified by the NYSE-MKT that its appeal with an
independent panel relating to the continued listing of the
Company's shares on the Exchange has been denied.  The Exchange
expects to suspend trading of the Company's shares and file an
application with the SEC to delist the Company's shares from the
Exchange "as soon as is practicable," but has not given the
Company any particular dates for those actions.

The Company shares will continue to trade on the TSX.V and the
Company expects the shares to trade on the OTCBB after delisting
from the NYSE-MKT.

Gold Reserve Inc. -- http://www.goldreserveinc.com-- is an
exploration-stage company.  The Company is engaged in the business
of acquiring, exploring and developing mining projects.  As of
December 31, 2011, the Company had not generated any revenues.
The Company's subsidiaries include Gold Reserve Corporation, Gold
Reserve de Barbados Limited, Gold Reserve de Venezuela, CA,
Compania Aurifera Brisas del Cuyuni, SA, GR El Choco Limited and
GRI Minerales El Choco CA.  As of December 31, 2011, the Company
had no revenue producing mining operations.


GORDON CARUK: Court Revises Ruling in BofA Lawsuit
--------------------------------------------------
District Judge Jimm Larry Hendren has entered an Amended and
Substituted Memorandum Opinion to take the place of the Memorandum
Opinion entered on Jan. 7, 2013, in the lawsuit, BANK OF AMERICA,
N.A., Plaintiff, v. CARUK HOLDINGS ARKANSAS, LLC; DENISE L. CARUK;
and GORDON C. CARUK, Defendants, Civil No. 11-2096 (W.D. Ark).  A
copy of the Court's Feb. 19, 2013 Amended and Substituted
Memorandum Opinion is available at http://is.gd/YiVWnwfrom
Leagle.com.

Pursuant to the ruling, the Plaintiff's Motion for Summary
Judgment Against Separate Defendants Gordon C. Caruk and Denise L.
Caruk is granted.  In addition, in light of Caruk Holdings'
transfer of the Real Property Collateral to the Caruks, the Court
said its Aug. 28, 2012 Memorandum Opinion and Order is moot, and
Caruk Holdings is dismissed from the action.

The Court's January ruling is reported in the Jan. 15 edition of
the Troubled Company Reporter.  BofA filed the action on May 27,
2011, seeking judgment on a financial obligation and the
foreclosure of a lien on real property securing the obligation
upon the defendants' failure to pay the judgment.  The real
property securing the obligation is owned by Caruk Holdings
Arkansas, LLC, and that Gordon and Denise Caruk are personal
guarantors of the obligation due the bank.

In its motion for summary judgment, the bank seeks judgment in rem
in the amount of $86,620.52 (representing $72,178.48 in unpaid
principal, $13,860.26 in accrued and unpaid interest through
Dec. 6, 2012, $561.78 in prepayment premium, and $20 in release
fees), with interest continuing to accrue at a legal rate of
$14.24 per day.

The Caruks failed to file a response to the motion, and the time
for responding has passed.

The bank also seeks its attorneys' fees, expenses, and other
collection costs incurred in this action, for a total amount of
$56,764.35 (which includes its attorneys' fees and expenses
resulting from the Caruks' failure to appear for their scheduled
depositions).  The Court will conduct a hearing on the issue of
attorneys' fees and costs on Jan. 28 at 1:30 p.m.

The Caruks filed a voluntary Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-19096) on Aug. 27, 2012.


GRAND SUMMIT: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Grand Summit Pointe II, LLC
        6632 Telegraph Road, Suite 350
        Bloomfield Hills, MI 48301

Bankruptcy Case No.: 13-44441

Chapter 11 Petition Date: March 7, 2013

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

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

A copy of the list of three largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb13-44441.pdf

The petition was signed by Murray Wikol, principal.


GREAT HEARTS: Fitch Lowers $16MM Revenue Bonds Ratings to 'BB'
--------------------------------------------------------------
Fitch Ratings has downgraded to 'BB' from 'BBB' and removed from
Rating Watch Negative its rating on approximately $16 million of
educational revenue bonds, series 2012 issued by the Industrial
Development Authority of the City of Phoenix. The bonds are issued
on behalf of Great Hearts Academies.

The Rating Outlook is Stable.

SECURITY

The bonds are a joint and several obligation of two charter
schools, Veritas Preparatory Academy (VPA) and Archway Classical
Veritas (ACV) (together, the schools) and are payable from all
legally available revenues. The bonds are further secured by a
first mortgage lien over the facility in which the schools are co-
located, and a cash-funded debt service reserve.

KEY RATING DRIVERS

LIMITED HISTORY OF ACV; WEAK COVERAGE: The downgrade reflects the
fact that ACV opened in 2011 and consistent with Fitch's revised
criteria, schools with limited operating histories present
substantial credit risk and are not included when calculating debt
service coverage in pooled transactions. VPA alone is unable to
fully cover transaction maximum annual debt service (TMADS) for
the series 2012 bonds.

HIGH LEVERAGE METRICS: The downgrade further reflects the schools'
high leverage position, evidenced by a high pro forma debt to net
income available ratio and a high pro-forma TMADS burden.

STABLE OPERATIONS: VPA's 10-year operating history; track record
of enrollment growth, coupled with strong demand for ACV to date;
and recent trend of positive to breakeven operating results,
partially offset the aforementioned concerns and underpin the 'BB'
rating.

STRONG MANAGEMENT OVERSIGHT: The schools benefit from the strong
programmatic leadership of Great Hearts Academies (GHA), whose
reputation for academic excellence drives consistently strong
student demand among its network of schools.

IMPROVING FUNDING ENVIRONMENT: State per student funding increased
modestly (about 1%) for fiscal 2013 following several years of
relatively flat state support. This coupled with enrollment
growth, should result in stable fiscal 2013 operating results.

RATING SENSITIVITIES

ACHIEVMENT OF FINANCIAL METRICS: VPA's achievement of certain
financial metrics on its own merit, principally TMADS coverage; or
on a combined basis once ACV reaches five years of audited
operating history in fiscal 2016, could result in upward rating
movement.

CHARTER RELATED CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

Debt service coverage is the primary weakness present in this
credit. Despite VPA's track record of enrollment growth, strong
academic performance and breakeven to positive operating results,
it cannot cover the carrying charges on the series 2012 bonds with
current financial resources. The school's fiscal 2012 net income
available for debt service totaled just $217,000, covering TMADS
($1.18 million) by only 0.2 times (x).

Under Fitch's charter school rating criteria, a school having less
than five years of audited operating history is excluded from this
calculation in pooled transactions. While ACV has experienced
strong demand to date and benefits from its affiliation with VPA
and the GHA network, it has only completed one full academic year
thus far (2011-2012). Even when incorporating ACV into the debt
service calculation, TMADS coverage improved to only 0.8x for
fiscal 2012.

The schools' high debt burden is another credit weakness. TMADS
consumes a high 15.2% of the schools' combined fiscal 2012
operating revenues ($7.75 million). Total debt outstanding of
approximately $16.4 million also represents a high 17.2x of
combined net income available for debt service ($954,000). While
high leverage ratios are not uncommon for the charter school
sector, Fitch views a debt burden between 15%-20% and TMADS
coverage of under 1x as speculative grade credit attributes.

VPA's 10-year operating history is a credit positive, with solid
demand trends and strong academic performance. The schools
maintain a positive working relationship with their authorizer,
the Arizona State Board of Charter Schools (ASBCS). While both
schools are still operating under their initial charters, they are
for terms of 15-years. ASBCS performs five-year reviews for
charter schools with 15-year contracts. VPA was last reviewed in
2008, with its next review later this year.

Fitch views the schools' 15-year charter terms and their positive
working relationship with ASBCS as a credit positive and partially
mitigating charter renewal risk. The schools' academic quality is
evidenced by their high state Department of Education rankings of
A (or excelling) for VPA and B (or above-average) for ACV. All
schools in the GHA network, including VPA and ACV, continue to
outperform state averages on Arizona's standardized testing.

VPA enrolled a total of 629 students in grades 6-12 as of Oct.
2012. Fitch views management's expectation to reach 700 students
next year as reasonable given current demand and wait lists.
Enrollment is capped at 750 per its charter. Demand has been
strong to date for ACV as well, with 510 students enrolled in
grades K-5 as of October 2012. The schools' combined enrolment of
1,139 is up from 982 students as of October 2011 and is just ahead
of the schools' initial projection provided to Fitch of 1,091 for
fall 2012. The schools maintain robust and actively managed wait
lists (457 for VPA and 1,200 for ACV). Fitch views the schools'
nearly full enrollments and sizeable wait lists as reflective of
the solid demand for its programs, which center on a rigorous
classical liberal arts curriculum.

VPA generated a positive to breakeven operating margin for the
past three fiscal years (2010-2012), averaging 3.5%. ACV, somewhat
atypical for start-up schools, generated a solid 7.8% margin in
fiscal 2012, raising the schools' combined margin to a solid 3.8%.
Management expects the schools to end fiscal 2013 with modest
surpluses. Fitch believes this projection is attainable based upon
continued enrolment growth and the slightly improved state funding
level.

Fitch views continued enrollment stability and breakeven to
positive operations critical as the schools' balance sheet
resources provide little financial flexibility. On a combined
basis, available funds (cash and investments not restricted)
totaled just $708,000 as of June 30, 2012, covering fiscal 2012
combined operating expenses ($7.46 million) and debt ($16.4
million) by a very low 9.5% and 4.3%, respectively. Following
acquisition and construction of the new campus in 2012, the
schools have no more material capital or borrowing needs. As a
whole, GHA typically funds routine capital expenditures through
operating cash flow.

Fitch's actions are the result of its completed charter school
industry-wide review, which commenced September of last year when
Fitch placed all of its rated schools on Rating Watch Negative.


GREAT PLATTE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Great Platte River Road Memorial Foundation
        3060 E 1 Street
        Kearney, NE 68847

Bankruptcy Case No.: 13-40411

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: T. Randall Wright, Esq.
                  BAIRD HOLM, LLP
                  1500 Woodmen Tower
                  Omaha, NE 68102-2068
                  Tel: (402) 636-8228
                  E-mail: rwright@bairdholm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/neb13-40411.pdf

The petition was signed by Joel Johnson, president chairman.


HAWKER BEECHCRAFT: IAM Opposes Embraer U.S. Air Force Contract
--------------------------------------------------------------
The International Association of Machinists and Aerospace Workers
(IAM) on March 8 cited the threat to 1,400 American jobs in its
call for a reversal of the recent U.S. Air Force contract favoring
Brazilian-based Embraer over Wichita, KS-based Beechcraft Corp.

On February 27, 2013, the Air Force announced it selected Embraer
for an initial contract worth $427.5 million to build and deliver
20 Light Air Support aircraft to the Afghan Air Force.  The
selection process is now facing intense scrutiny for choosing a
significantly more expensive aircraft in the midst of
sequestration and failing to consider the impact on U.S. workers,
the U.S. industrial base and U.S. national security interests.

"We should be very concerned whenever U.S. taxpayer dollars are
used to create hundreds of jobs in any foreign country," said IAM
President Tom Buffenbarger.  "We should be outraged when the loss
of those jobs also threatens vital U.S. economic and national
security interests."

"I don't know why the U.S. government is bending over backwards to
accommodate Brazil in the midst of sequestration, but this is a
real blow to American workers and taxpayers," added
Mr. Buffenbarger.  "The claim by Embraer that most of their plane
would be 'built in the USA' adds insult to the injury of the 1,400
jobs that will be destroyed here at home."

The IAM represents more than 3,000 active and laid off workers at
Beechcraft, which recently emerged from Chapter 11 bankruptcy
proceedings.  In 2012, IAM members ratified a new contract with
Beechcraft that preserved pensions for employees while giving the
80-year old company the needed financial lift for a successful
restructuring.

"In the midst of an industry-wide crisis, Beechcraft partnered
with its employees and union representatives to give this storied
company a new lease on life," said Mr. Buffenbarger.  "It would be
a cruel irony if they survived the great recession only to be
mowed down by a misguided bidding process that favored a foreign
nation over U.S. national interests."

The IAM -- http://www.goiam.org-- is one of the largest
industrial trade unions in North America, representing nearly
100,000 aerospace workers among 700,000 active and retired members
in dozens of industries.

                     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.

HOPE ACADEMY: Fitch Cuts Ratings on $8.885MM Revenue Bonds to 'BB'
------------------------------------------------------------------
Fitch Ratings downgrades to 'BB' from 'BBB-' and removes from
Rating Watch Negative approximately $8.885 million of outstanding
public school academy limited obligation revenue bonds issued by
the Michigan Finance Authority.  The bonds were issued on behalf
of Hope Academy.

The Rating Outlook is Stable.

SECURITY

Pledged revenues consisting of up to 20% of total state allocated
per pupil foundation allowance (PPFA), and all other legally
available, unrestricted funds secure the bonds. On a monthly
basis, the trustee intercepts the pledged revenues for the payment
of bond debt service prior to remitting excess funds to Hope. In
addition to the intercept mechanism, bondholders benefit from a
property mortgage and a cash-funded debt service reserve equal to
maximum annual debt service (MADS).

KEY RATING DRIVERS

FINANCIAL METRICS DRIVE DOWNGRADE: Hope's operating performance,
balance sheet resources and debt burden are considered speculative
grade under Fitch's recently updated charter school rating
criteria. While the demonstrated manageability of the debt burden
provides some comfort, the overall financial profile primarily
exhibits speculative grade characteristics more consistent with
the 'BB' rating.

ACADEMIC PERFORMANCE FALLS SHORT: Hope has failed to achieve
adequate yearly progress (AYP) requirements for two years in a
row, in part as a result of its sizeable special education
population. Given the significant focus on academic performance in
the charter renewal process, Fitch views the charter school risk
common among charter schools to be heightened in this case.

STRONG ENROLLMENT: Hopehas continued to grow its enrollment
despite the AYP issues; in fall 2012, Hope exceeded its growth
projections in the kindergarten through eighth grade population.
This core strength lends stability to the rating.

CAPABLE MANAGEMENT TEAM: The management team exhibits a
combination of academic expertise, fiscal conservatism and
dedication to the local community to manage the challenges that
Hopefaces.

RATING SENSITIVITIES

ALTERNATIVE HIGH SCHOOL IMPACT: In fall 2012, a separately
managed, alternative high school program under Hope's existing
charter opened in its current facility. While the operational
linkages are intended to be temporary, any failure to protect the
traditional academy from the academic or financial stresses
associated with the new academic program could negatively impact
the rating.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

LIMITED FINANCIAL FLEXIBILITY

The 'BB' rating primarily indicates an overall financial profile
that Fitch considers to be inconsistent with an investment grade
rating. Hope's operating margin averaged -0.8% from fiscal 2007 to
fiscal 2011. These narrow annual results underscore Hope's limited
ability to absorb unanticipated revenue or expense fluctuations.
In fiscal 2012, certain expense overruns associated with Hope's
new facility resulted in a 9.5% operating deficit ($561,000). This
demonstrates the potential for volatility that the lack of
flexibility allows.

While these overages were one-time in nature, Fitch anticipates
Hopeto generate a break-even to positive margin in fiscal 2013.
That said, Hope's already very limited balance sheet was
negatively impacted by the deficit. Available funds, defined as
cash and investments not permanently restricted, reached $231,000
at their highest level in fiscal 2011. Following the fiscal 2012
operating deficit, available funds dropped to just $97,000 . This
represents a negligible 1.6% of annual operating expenses ($5.9
million) and 1.1% of total outstanding debt ($9.2 million).

The Stable Outlook indicates Fitch's expectation that Hope's
anticipated fiscal 2013 operating surplus will help resurrect
available funds to a level more consistent with the 'BB' rating.
At present, Hope expects to generate as much as a $580k cash flow
surplus, which would materially augment Hope's financial cushion.

AYP UNDERPERFORMANCE POSES RISK

In each of the last two academic years (2010-11 and 2011-12), Hope
has failed to achieve federally mandated AYP targets toward a
national goal of 100% proficiency by 2014. Fitch notes that
Hopemaintains a sizeable special education population (11.4% of
total enrollment), whose performance has lagged the traditional
population and contributed to the missed targets. Michigan
received a waiver from the United States Department of Education
that will allow it to establish its own educational objectives.
The waiver also grants the state 10 years to achieve 85%
proficiency. The 2011-12 academic data will serve as a benchmark
for creating these state-specific standards.

These state level factors mitigate the impact of Hope's failure to
comply with existing federal academic performance guidelines.
Nonetheless, academic performance is a key consideration in Hope's
pending charter renewal. Eastern Michigan University (EMU), Hope's
authorizer, noted that academic performance is weighted heavily in
the renewal considerations (60%). EMU indicated that Hope's
performance is trending in the right direction. However, its two
consecutive years of underperformance will likely result in a
three-year charter renewal rather than the standard five-year
term.

Given the substantial changes to the academic performance review
process in the state, Fitch views Hope's prospects of achieving
compliance in the near term favorably. Importantly, enrollment has
not suffered as a result of Hope's academic shortfalls. In fall
2011, Hope enrolled 674 students in kindergarten through eighth
grades - surpassing its projected level of 658 by 2.4%. However,
until Hope's performance comes into alignment with prevailing
standards, Fitch will continue to view the renewal risk as
heightened.

ALTERNATIVE HIGH SCHOOL PROGRAMMING

In fall 2012, Hope Academy Schools of the Future (HASF) enrolled
104 ninth grade students in a separately managed alternative high
school program targeting at-risk students. HASF is currently
operating in the same facility as Hope's K-8 program and under the
academy's existing charter. The joint operations are not intended
to be permanent. Additionally, Hope's administration anticipates
HASF receiving its own charter and a separate facility within the
next two years.

Certain risks are associated with HASF that could negatively
impact the credit quality of Hopeover time. First, HASF's focus on
an at-risk student population could elevate concerns regarding
Hope's existing problems with academic performance. Fitch notes
that EMU recognizes the distinction between the two programs, and
plans to evaluate them separately. This somewhat mitigates
concerns in this area. However, absent any precedent on this
issue, Fitch views this as a potentially adverse credit factor.

The financial impact of HASF is mixed. As long as HASF operates
under Hope's charter, PPFA for its students will be included in
the security pledge for the series 2011 bonds. As the additional
student population will increase the revenue base, the debt burden
statistics (a high 14.9% in fiscal 2012) will likely lessen.
However, the temporary nature of the combined operations makes any
positive impact muted from a long-term credit perspective.

Fitch notes positively that HASF maintains a fully distinct and
balanced budget. The schools will be required to post consolidated
financial statements as long as they operate jointly, but the
discrete operations are separately managed. HASF is managed by
Black Family Development, Inc. (BDFI) with academic support
provided by the national Schools of the Future program. Hope does
utilize an out-sourced chief financial officer (CFO), who serves
as the CFO of BDFI. Hope's in-house management team has not
experienced any changes, which Fitch notes positively.

Hope Academy is a charter school located near the historic
district of Detroit, MI (the city), and serves students living in
the city and the surrounding suburbs. Hopehas been in operation
since 1998. Additonally, its charter has been renewed twice (both
for five-year terms) during that period. The renewal process is
currently underway and Hopeanticipates receiving confirmation of
its third renewal in April 2013.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


HOPKINS COUNTY: S&P Lowers Rating on $22MM 2008 Bonds to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on Hopkins County Hospital District, Texas'
$22 million series 2008 hospital revenue bonds.  The district does
business as Hopkins County Memorial Hospital (HCMH).  The outlook
is negative.  "The downgrade and negative outlook reflect our view
of HCMH's significantly wider operating loss in fiscal 2012; below
1.0x maximum annual debt service coverage, as calculated by
Standard & Poor's; and modestly lower unrestricted reserves, which
have been trending down for several years," said Standard & Poor's
credit analyst.

More specifically, the 'BB+' rating reflects S&P's view of:

   -- The district's negative operating performance for the past
      three years;

   -- HCMH's very low maximum annual debt service coverage at 0.4x
      for fiscal 2012, as calculated by Standard &Poor's;

   -- The district's long-term trend of declining unrestricted
      reserves;

   -- A small revenue base and limited service area coupled with a
      high concentration of governmental reimbursement; and

   -- The district's high debt burden.


HOSANNA YOUTH: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hosanna Youth Facilities, Inc.
          dba Hosanna Therapuetic Support Services
        4290 Memorial Drive, Suite C
        Decatur, GA 30032

Bankruptcy Case No.: 13-54988

Chapter 11 Petition Date: March 6, 2013

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

Judge: Mary Grace Diehl

Debtor's Counsel: Howard P. Slomka, Esq.
                  SLOMKA LAW FIRM, PC
                  1069 Spring Street, NW, 2nd Floor
                  Atlanta, GA 30309
                  Tel: (678) 732-0001
                  Fax: (888) 259-6137
                  E-mail: marsi@slomkalawfirm.com

Scheduled Assets: $35,165

Scheduled Liabilities: $1,155,792

A copy of the Company's list of its 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-54988.pdf

The petition was signed by Sandra C. Taylor, CEO.


HTH LEARNING: Fitch Cuts Ratings on Two Bond Classes to 'BB'
------------------------------------------------------------
Fitch Ratings has taken these rating actions on the educational
facility revenue bonds issued by the California Municipal Finance
Authority listed below:

-- $4,440,000 (High Tech High projects), series 2008A (Media
    Arts) affirmed at 'BB+';

-- $18,520,000(High Tech High projects), series 2008B (Chula
    Vista) downgraded to 'BB' from 'BB+'; and

-- $165,000 (High Tech High projects), series 2008C (Chula Vista
    taxable) downgraded to 'BB' from 'BB+'.

The bonds are issued on behalf of HTH Learning.

Fitch has also removed the bonds are from Rating Watch Negative.
The Rating Outlook is Stable.

SECURITY

The series 2008A, 2008B and 2008C bonds (the bonds) are separately
secured, warranting the distinct ratings. Lease payments received
by HTHL from High Tech High Media Arts secure the series 2008A
bonds. Lease payments received by HTHL from High Tech High Chula
Vista secure the series 2008B and 2008C bonds. The series 2008B
and 2008C bonds also have a subordinate pledge of up to $600,000
annually from revenues generated by certain other HTHL schools.

Upon the repayment or refinancing of outstanding senior series
2005 bonds (senior bonds, not rated by Fitch), which HTHL
covenants to effectuate by Dec. 1, 2014, the bonds will be secured
on a parity senior lien basis by gross revenues of HTHL.
Additional security provisions include a deed of trust on the
Chula Vista facility and a cash funded debt service reserve.

KEY RATING DRIVERS

SPECULATIVE-GRADE CHARACTERISTICS: The ratings reflect HTHMA and
HTHCV's (collectively, the pledged schools) limited operating
histories and speculative-grade financial attributes. Fitch views
HTHCV's credit profile as substantively weaker than HTHMA's,
supporting the one-notch distinction in ratings on the bonds.

LIMITED FINANCIAL FLEXIBILITY: Despite solid academic performance
and favorable enrollment trends, both HTHMA and HTHCV operate in
constrained financial environments. HTHCV relies on an operating
subsidy.

RATING SENSITIVITIES

STANDARD SECTOR RISK: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

PLEDGED SCHOOLS REMAIN FINANCIALLY STABLE

The pledged schools maintained breakeven to positive operating
margins over the past few years, despite on-going reductions in
state per-pupil aid. Per pupil aid is the largest funding source
for the schools. Reflecting management's conservatism, fiscal 2013
school budgets assumed implementation of trigger cuts to the state
budget. The November 2012 voter approval of the governor's tax
increase initiative (Proposition 30) eliminates those cuts and
will lead to increased revenues for all HTHL schools in fiscal
2013.

HTHMA generated a modestly positive margin in each of the past two
fiscal years. Coverage of transaction maximum annual debt service
(TMADS) has been strong, exceeding two times (x) in both years.
MADS coverage has been more modest, at just above 1.0x.

HTHCV continues to require a subsidy from other HTHL schools (the
Point Loma facilities) to meet its annual debt service obligation.
HTHL committed to provide up to $600,000 annually to HTHCV, which
it provided in full in fiscal 2008 and 2009 (the first two years
of operations). HTHCV's TMADS coverage has been at, or very
slightly above, 1.0x since fiscal 2008. MADS coverage ranged from
0.6x to 0.5x.

HTHCV's enrollment growth to date and the recent passage of
Proposition 30, HTHL has been able to reduce the subsidy
gradually, with $400,000-$450,000 anticipated for fiscal 2013,
which Fitch views positively. The Point Loma facilities have ample
capacity to continue the subsidy, generating over $2 million in
net income in fiscal 2012 according to management. Fitch views
favorably the declining level of subsidy.

The balance sheet cushions for the pledged schools remain
extremely light relative to operating expenses and debt. Liquidity
remains a significant credit concern, as is the case for many
other Fitch-rated charter schools.

CONTINUED STRENGTH IN STUDENT DEMAND

Strong student demand at the pledged schools is a primary driver
of financial stability. Both schools exceeded their base case
enrollment forecasts, and budgeted projections last year.
Enrollment for fall 2012 (as of Nov. 16) remained relatively
stable with 412 students at HTHMA and 628 students at HTHCV. Both
metrics were very close to budgeted enrollment of 403 and 630,
respectively.

HTHCV had 721 students on its waitlist at the start of this school
year. This reflects substantial oversubscription for the 177 seats
that had been available. School specific data is not available for
HTHMA because of HTHL's consolidation of admissions data for all
HTH Village schools, of which HTHMA is one. On a consolidated
basis, the HTH Village schools had a high school waitlist of 476
after filling 372 available seats.

MIXED DEBT BURDEN RATIOS

HTHMA's TMADS burden is very manageable at approximately 9% in the
last two fiscal years. Pro-forma debt accounted for well under 10
times net income available for debt service (net available
income), on the lower end for Fitch-rated charter schools.

HTHCV's ratios were substantially weaker, reflecting the younger
age of the school and its reliance on the Point Loma Facilities
subsidy. TMADS consumed a very high approximately one-fourth of
HTHCV's operating revenues over the last two fiscal years.
Similarly, total debt represented a high 13x times net available
income.

TRANSACTION PARTICIPANT OVERVIEW

HTHL is the parent of several affiliates, including High Tech High
which operates 11 charter schools, and Explorer Elementary Charter
School. HTHL owns the various facilities that are leased to the
respective charter schools, and provides supervision, oversight
and coordination across its 11 affiliated charter schools. All
affiliate schools operate in San Diego County, CA.

Five affiliate schools are authorized by the San Diego Unified
School District (SDUSD) and six are authorized under a statewide
benefit charter from the State Board of Education (SBE). HTHMA has
an SDUSD charter, and the district reports a positive working
relationship with the school.

HTHCV is an SBE-authorized school. Fitch was unable to speak with
the California Department of Education (CDE) to discuss the five
SBE-authorized bond schools. Instead, Fitch reviewed materials
from the SBE's January 2012 meeting. At that meeting the CDE
recommended (and the SBE unanimously approved) renewal of High
Tech High's statewide benefit charter for a five-year term ending
June 30, 2017. Fitch believes this reflects CDE and SBE's positive
view of the five SBE-authorized HTHL schools. Importantly, HTHL's
SBE charter is not directly subject to the ongoing litigation
involving Aspire Public Schools and its SBE charter.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


INDIANTOWN COGENERATION: Moody's Rates Subordinated Debt 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded the senior secured Indiantown
Cogeneration L.P. rating to Baa3. At the same time, Moody's has
assigned a definitive Ba1 rating to the subordinated secured
issuance. The outlook is stable.

Rating Rationale:

The upgrade of the senior secured rating and assignment of a
definitive rating on the subordinate debt reflects the closing of
the transaction to refinance a portion of Indiantown's outstanding
senior secured bonds. Following the close of the transaction,
Moody's expects that senior secured debt service coverage ratios
will comfortably exceed 1.5x, the level which Moody's has
previously indicated could pressure Indiantown's rating upwards.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

The assignment of a definitive Ba1 rating to the subordinated
secured debt rating reflects the final terms of the subordinated
debt issuance materially matching the terms when the issuance was
proposed.


INDIANTOWN COGENERATION: S&P Rates $128MM Sub. Notes Due 2025 'BB'
------------------------------------------------------------------
Standard & Poor's said it assigned its 'BBB-' debt rating to
Indiantown Cogeneration L.P.'s current $209 million first mortgage
taxable bonds due 2020.  The rating outlook is stable.  S&P also
assigned its 'BB' debt rating to Indiantown's proposed
$128 million subordinated notes due 2025.  The project will use
proceeds to retire exiting senior secured tax exempt debt, thereby
elevating the credit profile of the remaining senior secured debt.
The subordinate debtholders are not allowed to accelerate if they
don't get paid until the project's senior secured obligations are
retired.  The outlook on the subordinate debt rating is also
stable.  S&P assigned its '3' recovery rating to the subordinated
debt, reflecting meaningful (50% to 70%) recovery in a default
scenario.

The senior debt rating reflects a good business profile supported
by contractual cash flow for the tenor under operating
requirements that are achievable, but impaired by a potential
mismatch between fuel cost and reimbursement amounts, combined
with financial debt service coverage ratio performance that is
above peers at the same rating level.

"The subordinate debt rating reflects subordination in payment of
principal and interest after senior debt service and reserve top
off," said Standard & Poor's credit analyst Nora Pickens.

Indiantown is a special-purpose, bankruptcy-remote entity that
owns and operates a 330-megawatt (MW) coal-fired cogeneration
plant in Martin County, Fla.  The plant is a qualifying facility
that generates cash flow by selling electric capacity and energy
to Florida Power & Light Co. (FP&L) under a power purchase
agreement (PPA) that expires in 2025.  It also sells steam to
Louis Dreyfus Citrus Inc.

The stable rating outlook on Indiantown's debt reflects S&P's
expectation that the project's actual fuel costs in the near term
will be generally aligned with the fuel index used in the energy
cost reimbursement calculation such that total DSCRs remain above
1.2x on a total or consolidated basis.  Standard & Poor's could
lower the ratings if margins come under pressure due to higher
coal supply costs or poor operational performance, driving senior
and total DSCRs below 1.5x and 1.2x, respectively, for a sustained
period.  Given the DSCRs in the forecast are generally higher than
for similarly rated peers, an upgrade is possible, but would
require a very confident view on S&P's part that the fuel revenue
and fuel cost mismatch will be minimal through the debt tenor.


ISLAND ONE: Korshak Law Firm Fails to Dismiss Clawback Lawsuit
--------------------------------------------------------------
Chief Bankruptcy Judge Karen S. Jennemann in Orlando, Florida,
declined a defendant's invitation to dismiss the clawback lawsuit
commenced by Larry S. Hyman, the Trustee of the Island One
Unsecured Creditor Trust.  Mr. Hyman filed a complaint to recover
payments the Debtor made to Korshak and Associates, P.A., during
the year prior to the Debtor's bankruptcy, claiming the payments
were preferential transfers under Sec. 547 of the Bankruptcy Code.

Korshak received $291,000 in legal fees from the Debtor within one
year of the Debtor's bankruptcy.  Korshak apparently does not
dispute that the fees received within 90 days of the Debtor's
bankruptcy were preferential under Sec. 547(b) because those
payments were made by the Debtor to Korshak on account of
antecedent debts owed, while the Debtor was insolvent, within 90
days of the Debtor's bankruptcy, and for which Korshak received
more than it would have in a Chapter 7 liquidation.  However,
Korshak disagrees with the Debtor's characterization of Korshak as
an "insider" such that, under Sec. 547(b)(4)(B), all payments made
to the firm between 90 days and one year before the Debtor filed
its bankruptcy petition also are avoidable.  Korshak has filed a
motion to partially dismiss the Trustee's preference action as to
these payments made after the 90 day window.

Judge Jennemann, however, held that the Trustee has alleged
sufficient facts, if true, that establish at least the mere
possibility that Korshak and the Debtor had a sufficiently close
relationship such that additional factual inquiry is needed to
decide whether Korshak was a non-statutory insider of the Debtor
at the time of the transfers.

The case is, LARRY S. HYMAN, as TRUSTEE OF THE ISLAND ONE
UNSECURED CREDITOR TRUST, Plaintiff, v. KORSHAK AND ASSOCIATES,
P.A., Defendant, Adv. Proc. No. 6:12-ap-00156-KSJ (M.D. Fla.).  A
copy of the Court's Feb. 22, 2013 Amended Memorandum Opinion is
available at http://is.gd/QSfx7Ofrom Leagle.com.

                        About Island One

Orlando, Florida-based Island One, Inc., is the developer and
operator of 10 timeshare vacation communities in Florida and the
Virgin Islands.  Island One filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-16177) on Sept. 10, 2010.
Tiffany D. Payne, Esq., Elizabeth A. Green, Esq., and Jimmy D.
Parrish, Esq., at Baker & Hostetler LLP, in Orlando Fla.,
represent the Debtors as counsel.  In its schedules, the Debtor
disclosed $155,100,767 in assets and $310,897,452 in liabilities.

IOI Funding I, LLC, a debtor-affiliate, filed for Chapter 11
bankruptcy protection on Sept. 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16189).  The Debtor disclosed total assets of $9,230,309,
and total liabilities of $7,265,160.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a
shareholder, and Bush Ross, P.A. as its general counsel.

In 2011, Island One emerged from Chapter 11 protection, divesting
certain assets, such as the Chenay Bay Beach Resort in the U.S.
Virgin Islands.  According to the Orlando Business Journal, the
reorganization plan was sponsored by Timeshare Acquisitions LLC.
Timeshare Acquisitions is a Delaware company established to
acquire the reorganized equity interests in Island One and
Crescent One LLC.

Island One obtained confirmation of its Plan on May 4, 2011.
According to a Bloomberg News report, in return for $13 million, a
group formerly associated with Bay Harbour Management LC bought
the equity.  The plan provides for different treatment for the
secured lenders and unsecured creditors at each of the properties.
At the outset of the case, Island One said in a court filing that
Bay Harbour was negotiating to buy the company.


JAMES RIVER: Moody's Maintains 'Caa1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service commented that there is no change at
present to the ratings and outlook of James River Coal Company.

"Taking out three million tons of high-cost production enables
James River to maintain its short- and long-term ratings. However,
the company will need to demonstrate very quickly that the program
will limit cash burn to manageable levels in 2013," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

On December 4, 2012, Moody's downgraded James River's Corporate
Family Rating and Probability of Default Rating to Caa1 from B3,
and the senior unsecured notes rating to B3 from B2.


JC PENNEY: Cuts Additional 2,200 Workers to Slash Costs
-------------------------------------------------------
Jamaica Gleaner reports that J.C. Penney Co. has eliminated an
additional 2,200 jobs as the struggling department store chain
slashes costs after a year of plunging sales and mounting losses.

Company spokesman Joey Thomas said that those being let go worked
in back-office administration in stores and district offices,
according to Jamaica Gleaner.  Mr. Thomas said that the cuts
translate to an average elimination of two positions per store,
the report relates.

Jamaica Gleaner says that the cuts come as J.C. Penney lost US$4.3
billion in revenue for the year as a strategy launched in early
2012 by Chief Executive Officer Ron Johnson to scale back most
sales in favor of everyday prices has failed to resonate with
shoppers.

Jamaica Gleaner notes that J.C. Penney reported last month its
quarterly loss widened to US$552 million, or US$2.51 per share,
while revenue slid by a quarter to US$12.98 billion.

The report relates that results for the full year were even more
staggering.  J.C. Penney lost US$985 million, or US$4.49 per
share, for the fiscal year, compared with a loss of US$152
million, or 70 cents per share, a year earlier while revenue
dropped 25% to US$12.98 billion from US$17.26 billion, the report
relates.

The report discloses that the latest blow to J.C. Penney is when
one of its biggest shareholders confirmed in a regulatory filing
that it's sold more than 40% of its stake.  The move by Vornado
Realty Trust, whose Chairman and Chief Executive Officer Steve
Roth sits on Penney's board, is perhaps the biggest indicator yet
that investors are losing patience with the turnaround strategy,
the report relates.

Mr. Johnson, the report notes, said in New York State Supreme
Court that the Plano, Texas-based company had eliminated 19,000
jobs since he came on board.  That figure came up while he was
testifying in a trial that pits Penney against rival Macy's Inc.
over a partnership over the Martha Stewart brand, the report
relates.

The report discloses that when Mr. Johnson joined the retailer,
Penney employed 134,000 people.  That means the company has cut
about 16% of its workforce since then, the report adds.


KAR AUCTION: S&P Retains 'BB-' Rating After Term Loan Addition
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue
rating on KAR Auction Services Inc.'s senior secured credit
facility remains unchanged after the company's announcement that a
proposed amended credit agreement will refinance all outstanding
term loans and raise an incremental $150 million of term loan
commitments for a total of $1.825 billion.  The amended credit
facility will consist of the $1.825 billion term loan and a
$250 million revolver.  Standard & Poor's also said that its 'B+'
corporate credit rating and stable outlook on KAR remain
unchanged.

S&P's recovery rating on the proposed term loan is '2', the same
as the recovery rating on the existing term loan, despite the
higher level of senior secured debt following the transaction.
The '2' recovery rating indicates S&P's expectation that holders
will receive substantial recovery in a default at the low end of
the 70% to 90% range because of the resulting increase in total
senior debt.  Because KAR will use the proceeds from the
incremental term loan commitment to redeem its $150 million of
floating rate senior notes due May 1, 2014, KAR's debt leverage
will not rise.  The proposed amendment will lower the company's
borrowing cost, and the maturity for the proposed term loan
commitment remains unchanged at May 31, 2017.

The ratings on Carmel, Ind.-based vehicle-auction company KAR
reflect its "aggressive" financial risk profile, with high debt
leverage and weak EBITDA interest coverage.  The business risk
profile is "fair," reflecting its established position in the
competitive whole-car and salvage auction markets, demonstrated
profitability with about 28% adjusted EBITDA margin (by Standard
& Poor's calculation), and return on capital of about 8.5%.  S&P
assumes KAR will use cash flow for a combination of permanent debt
reduction, midsize acquisitions to expand market share as
opportunities arise, and dividends to shareholders or share
repurchases.

RATINGS LIST

KAR Auction Services Inc.
Corporate Credit Rating           B+/Stable/--

Ratings Remain Unchanged

KAR Auction Services Inc.
Senior Secured
  $1.825 bil term loan*            BB-
   Recovery Rating                 2
  $250 million revolver            BB-
   Recovery Rating                 2

* Including incremental $150 million term loan


KORLEY SEARS: Court Rejects Defense Issues in Rhett Sears Suit
--------------------------------------------------------------
Chief Bankruptcy Judge Thomas L. Saladino denied the defendant's
motion on jurisdictional, constitutional, and jury trial defenses
in the adversary complaint styled as, RHETT R. SEARS, RHETT SEARS
REVOCABLE TRUST, RONALD H. SEARS, RON H. SEARS TRUST, and DANE R.
SEARS, Plaintiffs, v. KORLEY B. SEARS, Defendant, Adv. Proc. No.
A12-4034-TLS (Bankr. D. Neb.).

Mr. Sears was ordered to file an appropriate motion when the
defendant appeared to raise issues on jurisdiction, constitutional
authority and right to a jury trial.  The Court noted that the
defendant filed a motion but failed to seek any relief on the
issues.

The Defendant asserted that the Plaintiffs do not have standing to
convert its Chapter 11 case into a Chapter 7 case.  Judge Saladino
clarified that the complaint seeks denial of a Chapter 11
discharge, not a case conversion.

The Defendant also asserted that the Eighth Circuit Court of
Appeals has exclusive jurisdiction to determine if the Plaintiffs'
claims have been discharged.  Judge Saladino noted that the
Defendant seemed to have overlooked that both the bankruptcy court
and the Bankruptcy Appellate had ruled in favor of the Plaintiffs
on their claim.

The Bankruptcy Court further clarified that the complaint does not
include a cause of action to recover a fraudulent transfer.  The
Court also noted that the Defendant voluntarily filed his petition
in bankruptcy and thereby waived his right to a jury trial on
disputes that are vital to the bankruptcy process and the
adjustment of the debtor-creditor relationship.  Thus, the
Defendant's due process defense is denied and the Defendant's
request for a jury trial is denied, Judge Saladino ruled.

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

Brian J. Koenig, Esq. -- brian.koenig@koleyjessen.com -- and
Donald L. Swanson -- don.swanson@koleyjessen.com -- of Koley
Jessen P.C., L.L.O, at One Pacific Place, 1125 South 103rd Street,
Suite 800, in Omaha, Nebraska, represent the Plaintiffs.

                        About Korley Sears

Ainsworth, Nebraska-based Korley B. Sears filed for Chapter 11
bankruptcy protection (Bankr. D. Neb. Case No. 10-40277) on
Feb. 2, 2010.  Jerrold L. Strasheim, Esq. -- jls@strasheimlaw.com
-- who has an office in Omaha, Nebraska, assists the Company in
its restructuring effort.  The Company estimated $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.


LA VERNIA HIGHER: Fitch Lowers Revenue Bonds Rating to 'BB+'
------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB' and removed from
Rating Watch Negative the following revenue bonds issued by the La
Vernia Higher Education Finance Corporation, TX:

-- $64.2 million, series 2009A;
-- $677.6 thousand, series 2009B (taxable)

The bonds are issued on behalf of KIPP, Inc. (KIPP).

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a senior lien on revenues and a lien on
and security interest in certain real property on which KIPP's
Houston area schools are located. Additional security features
include a debt service reserve fund, an additional bonds test, and
a partial debt guaranty.

The bonds rank on parity with $32.9 million of outstanding series
2006A revenue bonds (not rated by Fitch). The bonds are also
senior to outstanding Qualified Zone Academy Bonds (QZABs) and
Qualified School Construction Bonds (QSCBs) in the amount of $34.8
million and $17.4 million, respectively.

KEY RATING DRIVERS

LEVERAGE METRICS DRIVE DOWNGRADE: The downgrade primarily reflects
KIPP's high leverage position. This is evidenced by an elevated
net income available to cover pro-forma debt metric and limited
track-record of achieving at least 1 times(x) coverage of maximum
annual debt service (MADS) from operations.

SOUND DEMAND AND ENROLLMENT TRENDS: KIPP's strong reputation
supports consistently healthy student demand and enrollment
trends, which provides some operational and financial stability.

NARROW BALANCE SHEET: KIPP's balance sheet provides a limited
cushion to manage unanticipated budgetary pressures, although
concern is somewhat offset by its track-record of consistently
positive operating performance on a full accrual basis.

RATING SENSITIVITIES

STANDARD SECTOR CONCERNS: A modest financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

LEVERAGE METRICS DRIVE DOWNGRADE

KIPP's pro-forma MADS of about $12.3 million, which conservatively
excludes expected federal credit payments on outstanding QZABs and
QSCBs, represents 14.6% of fiscal 2012 operating revenues. KIPP's
limited track-record of achieving at least 1x MADS coverage from
net operating income coupled with a moderately high pro-forma debt
to net income available for debt service ratio (11.0x in fiscal
2012) are viewed as speculative-grade attributes. KIPP's
expansionary plans, which are likely to be at least partly debt-
financed, suggest that those leverage metrics will remain elevated
over the intermediate term.

SOUND DEMAND AND ENROLLMENT TRENDS

KIPP enrollment has seen double-digit annual percentage growth in
each of the past three years. Total headcount enrollment reached
9,551 students in academic year 2012-2013. These trends have been
supported by stability at KIPP's mature schools and rising
headcount at more recently established schools. At present, KIPP's
enrollment base spans across nine campuses and 21 schools. This
includes three schools that are managed by KIPP under partnerships
with two local school districts. A new high school in KIPP's
Northeast campus (already home to several KIPP primary and middle
schools) is scheduled to open in academic year 2013-14.

In line with its long-term growth plans, management issued
approximately $22.4 million of QZABs in late calendar year 2012 to
develop, in various phases, a new primary, middle, and high
school. Management reported that a healthy portion of students on
KIPP's annual waitlist reside near the planned site, which should
support the achievement of enrollment targets.

NARROW BALANCE SHEET

Available funds, defined by Fitch as cash and investments not
permanently restricted, totaled $7.8 million at fiscal year-end
2012 and covered operating expenses and pro-forma debt by 9.6% and
5%, respectively. Fitch views KIPP's modest financial cushion as a
negative credit factor, although some comfort is provided by its
track-record of generating a positive operating margin (3.8% in
fiscal 2012). Healthy operating results are bolstered by prudent
financial management practices, which includes conservative per
pupil revenue forecasting and budgeting for non-cash based
expenses, namely depreciation and amortization. Fitch's review of
interim fiscal 2013 operating results indicates another year of
healthy performance.

One of KIPP's two state charters, authorized by the Texas
Education Agency (TEA), expires in 2013. Fitch does not expect
KIPP to encounter any challenges in the renewal process as
management successfully amended this charter in August 2011, in a
process similar to that of a charter renewal. In addition, KIPP
successfully renewed its second charter in 2011, which marked its
second consecutive renewal since 1996.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


LCI HOLDING: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
LifeCare Management Services, L.L.C., a debtor-affiliate LCI
Holding Company, Inc., filed amended schedules to disclose:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $541,378,022
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $354,638,931
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $65,505
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $676,786,125
                                 -----------      -----------
        TOTAL                    $541,378,022  $1,031,490,561

LifeCare Management Services disclosed $14,379,343 in assets and
$483,109,450 in liabilities in a prior iteration of the schedules.

Other debtors also filed amended schedules to disclose:

   Company                                 Assets     Liabilities
   -------                                 ------     -----------
LifeCare Hospitals, LLC               $104,793,419   $516,748,229
LifeCare Hospitals of N. Texas, L.P.  $104,388,677   $487,088,722
LifeCare Hospitals of N. Nevada, Inc.  $85,759,030   $483,186,034
LifeCare Hosp. of New Orleans, L.L.C.  $74,586,432   $542,466,546
San Antonio Specialty Hospital, Ltd.   $48,601,187   $489,648,162
LifeCare Hospitals of Milwaukee, Inc.  $47,767,666   $538,775,643
LifeCare Hospitals of Pittsburgh, LLC  $47,447,620   $490,399,313
LifeCare Hospitals of S. Texas, Inc.   $40,858,958   $493,016,473
LifeCare H. of N. Carolina, L.L.C.     $28,194,121   $483,158,615
LifeCare Hospitals of Dayton, Inc.     $23,420,057   $483,903,488
Boise Intensive Care Hospital, Inc.    $22,061,478     $6,496,977
LifeCare Holdings, Inc.                $20,714,225   $771,254,365
LifeCare Investments 2, LLC            $18,277,576    $18,248,510
Crescent City Hospitals, L.L.C.         $7,990,950   $487,513,968
NextCARE Specialty H. of Denver, Inc.   $6,930,741   $488,473,508
LifeCare H. of Chester County, Inc.     $5,365,476   $484,854,056
LifeCare Hospital at Tenaya, LLC        $5,267,058   $483,239,564
LifeCare Specialty H. of N. La., LLC    $4,869,090   $488,956,753
LifeCare Hospitals of Sarasota, LLC     $4,777,494   $483,402,184
LifeCare H. of Mechanicsburg, LLC       $2,982,030   $486,784,359
LifeCare REIT 1, Inc.                     $999,101   $482,759,777
LifeCare REIT 2, Inc.                     $382,825   $482,744,413
LifeCare Hospitals of Fort Worth, L.P.          $0   $482,745,910

Another debtor, LifeCare Hospitals of Pittsburgh, reported
$24,028,730 in assets and $484,372,539 in liabilities.

Copies of the amended schedules of the top five largest debtors
are available for free at:

http://bankrupt.com/misc/LCI_HOLDING_lifecaremanagement_sal.pdf
http://bankrupt.com/misc/LCI_HOLDING_lifecarehospital_sal.pdf
http://bankrupt.com/misc/LCI_HOLDING_lifecarehospitalsofnorth_sal.pdf
http://bankrupt.com/misc/LCI_HOLDING_lifecarehospitalsofnorthern_sal.pdf
http://bankrupt.com/misc/LCI_HOLDING_lifecare_sal.pdf

                          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: Hearing on C. Walker Return as CFO Today
-----------------------------------------------------
LCI Holding Company, Inc., et al., will ask the U.S. Bankruptcy
Court for the District of Delaware at a hearing March 12 at 2 p.m.
approval of their request to employ Chris Walker as their chief
financial officer effective as of Feb. 19, 2013.

According to the Debtors, Mr. Walker served in integral roles
within the Company's financial function for approximately 15
years, including more than four years as the Debtors' CFO.  In
August 2012, prior to the Petition Date, Mr. Walker resigned from
his position as the Debtors' CFO to pursue other opportunities.

The Debtors retained Huron Management Services LLC to provide an
interim replacement, Stuart Walker, and certain additional
personnel.  However, Chris Walker recently decided to return to
the Company.

The Debtors relate that retaining a permanent CFO at this time
will provide the long-term stability and leadership necessary for
the Debtors to execute their business plan and complete their
Chapter 11 cases. The Debtors believe that Mr. Walker remains an
excellent candidate who possesses specialized expertise in the
long-term acute care (LTAC) industry, significant institutional
knowledge and proven leadership qualities.

Mr. Walker will earn an annual salary of $301,496, equal to the
salary he earned at the time he resigned from the Company.  In
addition, Mr. Walker will be entitled to participate in the 2013
SCL Plan and to receive compensation thereunder if the Company and
Mr. Walker meet the requisite performance targets.  Payments under
the 2013 SCL Plan would be made, if earned, in approximately April
2014.

In a separate filing, the sought and obtain permission to shorten
the notice period for the CFO motion so that it can be heard,
considered and ruled upon by the Court at the omnibus hearing on
March 12.

                  Amendment to Huron's Contract

In another court filing, the Debtors requested that the Court
authorize the modified retention of Huron Management Services LLC
effective as of March 1, 2013.

The Debtors note that although the Debtors will no longer require
Stuart Walker's services as interim CFO, he remains instrumental
to the Debtors' ongoing sale process and restructuring efforts.
The Debtors intend to continue to utilize his services on a more
limited, hourly basis as necessary to support of the Company's
financial functions.

Stuart Walker served as interim chief financial officer since Aug.
15, 2012.  Pursuant to the engagement letter between the Debtors
and Huron, the Debtors pay $65,000 per month to Huron for Stuart
Walker's services.  The engagement letter also provides that
certain additional Huron employees may assist with the engagement
as necessary on an hourly basis.

Under the modified terms of the engagement, the applicable hourly
rate Huron will charge for Stuart Walker's services is $620 per
hour.

                          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: To Auction All Assets March 20
-------------------------------------------
LCI Holding Company, Inc., et al., won approval from the
bankruptcy judge to auction off substantially all of their assets.

Under the Court-approved rules, if the Debtors receive any
qualified bids for the acquired assets, the auction will take
place on March 20, at 10:00 a.m. at the offices of Skadden, Arps,
Slate, Meagher & Flom LLP, 4 Times Square, New York City.  Only
parties that have submitted a qualified bid by 5 p.m. on March 13,
may participate at the auction.

LifeCare and its affiliates have agreed to sell their assets to
their existing lenders in exchange for debt, absent higher and
better offers.  The secured lenders have also agreed
to provide financing for the Chapter 11 effort.

A hearing to approve the sale transaction will be held (i) if
there are no qualified bids, at 3 p.m. on March 21,  2013, or (ii)
if an auction is conducted, at 3 p.m. on April 2, unless otherwise
continued by the Debtors pursuant to the terms of the bidding
procedures.

Various parties, including Cigna entities conveyed objections to
the bidding rules.

Cigna says it opposes assumption and assignment of any of
agreements with the Debtors, citing that (i) the Debtors have not
fully and accurately identified any of the Cigna agreements as
contracts to be assumed and assigned; (ii) the Debtors have not
proposed a disposition of any unassumed Cigna agreements; (iii)
the cure amounts proposed are incorrect and inadequate; (iv) the
Debtors provided no adequate assurance of future performance; and
(v) the assumption and assignment of any of the Cigna agreements
must be consistent with their respective and collective terms and
functions.

Cigna and the Debtors are parties to various agreements pursuant
to which Cigna provides, among other things, administrative
services for the Debtors' self-insured medical and dental
coverage, healthcare insurance services and other benefits to the
Debtors and their employees.  The Cigna entities are comprised of
Connecticut General Life insurance Company, Cigna Health and life
Insurance Company, CIGNA Healthcare of Texas, Inc., Cigna
Healthcare of Colorado, Cigna Behavioral Health, Inc. Life
Insurance Company of North America and certain Dental entities.

                          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.




LEDA LANES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Leda Lanes, Inc.
        dba Leda's Lighthouse
        aka Kegler's Den
        fdba Leda Lanes Realty, Inc.
        340 Amherst Street
        Nashua, NH 03063

Bankruptcy Case No.: 13-10562

Chapter 11 Petition Date: March 7, 2013

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Steven M. Notinger, Esq.
                  DONCHESS & NOTINGER, PC
                  547 Amherst Street, Ste. 204
                  Nashua, NH 03063
                  Tel: (603) 886-7266
                  Fax: (603) 886-7922
                  E-mail: nontrustee@dntpc.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nhb13-10562.pdf

The petition was signed by Sean Howard, shareholder.


LEHI ROLLER: US Trustee Seeks Chapter 7 Conversion
--------------------------------------------------
The U.S. Trustee is seeking conversion of the Chapter 11 case of
Lehi Roller Mills Co., Inc., to a liquidation under Chapter 7 of
the Bankruptcy Code.  In the alternative, the U.S. Trustee wants a
Chapter 11 trustee appointed to replace the Debtor's management.
Judge R. Kimball Mosier was slated to hear the U.S. Trustee's
Motion to Convert at a hearing for March 7, 2013.

Lehi Roller Mills Co., Inc., filed for Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 12-35291) on Dec. 6, 2012, estimating
under $50,000 in both assets and liabilities.  Judge R. Kimball
Mosier oversees the case.  George B. Hofmann, Esq., and the law
firm Parsons Kinghorn Harris, P.C., serves as the Debtor's general
bankruptcy counsel.

Lehi Roller Mills sells a variety of retail products. But the
majority of the company's sales of wheat and flour are to
commercial customers.


LEVI STRAUSS: Fitch Affirms 'B+' IDR; Outlook Negative
------------------------------------------------------
Fitch Ratings has affirmed its Issuer Default Rating (IDR) on Levi
Strauss & Co. at 'B+' and revised the company's Rating Outlook to
Stable from Negative. In addition, Fitch affirmed its ratings on
Levi's credit facility and upgraded the company's unsecured term
loan and notes. Levi had $1.7 billion of debt outstanding at
fiscal year-end Nov. 25, 2012.

Key Rating Drivers

The affirmation reflects Levi's well-known brands, strong market
shares, and wide geographic diversity, balanced against soft but
improving operating trends and moderately high financial leverage.
The revision in the Rating Outlook to Stable from Negative
reflects Fitch's view that Levi's operating margins have broadly
stabilized, as well as the expectation for additional debt
repayment over the next two years that will drive further
improvement in adjusted leverage.

Levi's constant currency top-line growth decreased by a slight
0.4% in fiscal 2012 (ending Nov. 25, 2012), following a 6.2%
increase in fiscal 2011, reflecting primarily weakness in Asia
Pacific (16% of 2012 revenues). Growth in the Americas (60% of
2012 revenues) and Europe (24%) slowed, but remained positive.
Fitch projects sales growth will turn positive in 2013, but that
the economic slowdown in Europe and Asia, together with the
discontinuation of the Denizen brand in Asia and the decision to
license the boys' jeans business in the U.S. will moderately
depress growth through the first half.

Levi's EBIT margin improved to 7.4% in 2012 from 7.2% in 2011, as
a moderate reduction in the gross margin due in part to the
lingering effect of higher cotton prices in the first half of the
year was more than offset by a sharp reduction in advertising and
administrative costs. This represents a change in trend from five
years of margin contraction caused by the global recession, Levi's
investments in its products, advertising, and retail stores, and
higher cotton costs.

Fitch sees the potential for another 30-50 basis points of margin
improvement in 2013 as the effect of lower cotton costs continue
to benefit gross margins in the first half. Sustained margin
improvement will also require greater productivity from the
company's retail stores, which together with online sales
accounted for 21% of Levi's sales in 2012, up from 11% in 2009.

Free cash flow (FCF) after dividends turned positive in 2012,
reaching $427 million, helped by a sharp reduction in working
capital and lower capex. Fitch expects FCF will remain positive
going forward, though at or under $100 million annually.

Leverage (adjusted debt/EBITDAR) improved to 5.0x at fiscal year-
end 2012, from 5.3x at fiscal year-end 2011, as Levi repaid $224
million of debt from FCF. Fitch expects leverage will improve
toward the mid-4x range over the next two years on a gradual
recovery in EBITDA and continued debt repayment.

Liquidity has improved, with fiscal year-end cash of $406 million
and revolver availability of $534 million. The next refinancing
hurdle is the $324 million unsecured term loan due in April 2014,
which could be repaid in part with FCF, with the balance
refinanced or, as necessary, rolled into the revolver. Beyond
that, the company's next major debt maturity does not occur until
2018.

Recovery Analysis

The ratings of the secured credit facility and senior unsecured
notes and term loan reflect the projected recoveries in a
distressed scenario. The 'BB+/RR1' rating of the $850 million
secured revolving credit facility reflects its superior position
in the capital structure, secured by North American inventories
and receivables, and the Levi trademark. The facility also
benefits from upstream guarantees from the domestic operating
companies. These factors lead to an expected recovery to the
facility in a distressed scenario of 90%-100%.

The unsecured notes are upgraded to 'BB-/RR3', based on a
projected recovery of 50%-70%. This is up from Fitch's prior
recovery estimate of less than 50%, primarily reflecting the
reduction of the borrowing base on the revolver, leaving more
value for the senior unsecured debt holders.

Rating Sensitivities

A negative rating action would be considered if recent margin
improvement proves to be short lived, and sales trends remain
soft, causing adjusted leverage to remain above 5x.

A positive rating action would be considered if there is evidence
that Levi's operating margins are in a sustained recovery. Fitch
would also expect to see FCF directed to debt reduction, leading
to improvement in adjusted leverage to the low 4x range.

Fitch has taken these rating actions:

Levi Strauss & Co.
-- IDR affirmed at 'B+';

-- $850 million secured revolving credit facility affirmed at
    'BB+/RR1';

-- Senior unsecured term loan and notes upgraded to 'BB-/RR3'
    from 'B+/RR4'.

The Rating Outlook is revised to Stable from Negative.


LOCAL SERVICE: Scheduling Conference Set for April 9
----------------------------------------------------
In the lawsuit styled, ONYX PROPERTIES LLC, a Colorado Limited
Liability Company; EMERALD PROPERTIES, LLC, a Colorado Limited
Liability Company; VALLEY BANK AND TRUST, a Colorado State Bank;
PAUL NAFTEL, an individual; SHAUNA NAFTEL, an individual, and The
Estate of LOCAL SERVICE CORPORATION by and through its Chapter 11
Bankruptcy Trustee, SIMON E. RODRIGUEZ, Plaintiffs, v. BOARD OF
COUNTY COMMISSIONERS OF ELBERT COUNTY, Defendant, KENNETH G.
ROHRBACH, KAREN L. ROHRBACH, PAUL K. ROHRBACH, and COMPOST
EXPRESS, INC., a Colorado corporation, Plaintiffs, v. BOARD OF
COUNTY COMMISSIONERS OF ELBERT COUNTY, in its official capacity,
Defendant, Civil Case No. 10-cv-01482-LTB-KLM, No. Consolidated
w/11-cv-02321-RPM-MJW, (D. Colo.), District Judge Lewis T. Babcock
directed the parties to appear at a Scheduling Conference pursuant
to Fed. R. Civ. P. 16(b) on April 9, 2013, commencing at 9:00 a.m.
in Courtroom C-401, Byron G. Rogers United States Courthouse, 1929
Stout Street, in Denver.

The Court directed counsel for the parties to hold a pre-
scheduling conference meeting at least 21 days before the
scheduling conference pursuant to Fed. R. Civ. P. 26(f)(1) and
prepare a proposed Scheduling Order in accordance with
Fed.R.civ.P. 26(f), as amended.

No discovery will be submitted until after the pre-scheduling
conference meeting, unless otherwise ordered or directed by the
Court.  The parties are directed to file the proposed Scheduling
Order with the Clerk's Office, and in accordance with District of
Colorado Electronic Case Filing Procedures V.L., no later than
five business days prior to the scheduling conference. The
proposed Scheduling Order is also to be submitted in a useable
format (i.e. Word or Word Perfect only) by e-mail to
Babcock_Chambers@cod.uscourts.gov

A copy of the Court's March 4, 2013 Order is available at
http://is.gd/V4xCUEfrom Leagle.com.

                    About Local Service

Local Service Corporation filed for Chapter 11 bankruptcy (Bankr.
D. Colo. Case No. 08-15543) on April 25, 2008.  In June 2010, the
U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11
trustee for the LSC estate.

John D. Watson, who held stock interests in LSC, is a debtor in a
separate Chapter 7 case.  Jeffrey A. Weinman was appointed as the
Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D.
Colo. Case No. 07-21077) in February 2008.  Mr. Weinman became the
sole board member of LSC, elected himself President, and was
authorized to make decisions for LSC.


LOUIS PEARLMAN: Trustee Barred From Amending Suit v. Accountant
---------------------------------------------------------------
Chief Bankruptcy Judge Karen S. Jennemann barred Soneet Kapila,
the trustee in the Chapter 11 bankruptcy cases of Louis J.
Pearlman and related debtors, from filing an amended complaint
against one of Mr. Pearlman's accountants.  The judge said the
case has been pending for more than four years and any amendment
would be prejudicial to the defendant at this point.

SONEET R. KAPILA, as CHAPTER 11 TRUSTEE, Plaintiff, v. WATSKY,
MARTINEZ & COMPANY, CPA's, P.A., n/k/a/ MARTINEZ, OLSON &
ASSOCIATES CPAS, P.A., Adv. Proc. No. 6:09-ap-00718-KSJ (Bankr.
M.D. Fla.), seeks to avoid and recover constructively fraudulent
transfers under the Bankruptcy Code, Florida's Uniform Fraudulent
Transfer Act, Fla. Stat. Sec. 726.101, and for unjust enrichment.
The case is one of many adversary proceedings connected with the
Ponzi scheme orchestrated by Mr. Pearlman.

After the Defendant answered, the Plaintiff sought to amend the
complaint to add additional transfers to be recovered.  The Court
granted this request on May 12, 2009.

Now, more than three years have passed. The Plaintiff again seeks
to amend the complaint against the Defendant, this time to add an
actual fraud cause of action.  As the Plaintiff admits, after the
Court substantively consolidated the bankruptcy estate of the
jointly administered Debtors, the constructive fraud claims were
eliminated as viable causes of action.  The Trustee seeks to
change his litigation theory against the Defendant now to recover
under a totally new theory asserting actual fraud.

"The Court finds that further amendment to the complaint would
cause undue delay in this adversary proceeding that already has
been pending for four years.  An amendment also would unduly
prejudice the Defendant, who has spent time and money over the
last four years taking discovery and defending a known cause of
action.  For over two years, the Plaintiff has had possession of
and been aware of the information he now relies on to radically
change his legal course of action, yet he waited until after his
pleaded causes of action became moot to seek the requested
amendment and to add a new cause of action. This dilatory tactic
is highly prejudicial to the Defendant," said Judge Jennemann.

The Court will hold a pre-trial conference on April 11 to
determine whether any further action in the adversary proceeding
is needed.

A copy of the Court's Feb. 22, 2013 Order is available at
http://is.gd/i0m2fGfrom Leagle.com.

            About Louis Pearlman & Trans Continental

Louis J. Pearlman started Trans Continental Records, which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.  Mr. Pearlman also owned Orlando, Florida-
based Trans Continental Airlines, Inc. -- http://www.t-con.com/--
which provided charter flight services to numerous destinations in
the U.S. and the Caribbean.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Soneet R. Kapila was appointed as the Chapter 11 trustee to
oversee Mr. Pearlman's estate.  He is represented by Denise D.
Dell-Powell, Esq., and Jill E. Kelso, Esq., at Akerman Senterfitt,
and Gregory M. Garno, Esq., and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA.

The related cases incorporate a classic Ponzi scheme of roughly
$500 million and transactions intertwined in over 100 related
entities, according to Kapila & Company.  The number of investors
and loss victims exceeds 1,400 and the case involves investigation
of off-shore assets.

Fletcher Peacock, Esq., served as Mr. Pearlman's legal counsel.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, Esq. at Pachulski Stang
Ziehl & Jones LLP.

The debtors in the jointly administered cases are: Louis J.
Pearlman; Louis J. Pearlman Enterprises, Inc.; Louis J. Pearlman
Enterprises, LLC; TC Leasing, LLC; Trans Continental Airlines,
Inc., Trans Continental Aviation, Inc.; Trans Continental
Management, Inc.; Trans Continental Publishing, Inc.; Trans
Continental Records, Inc.; Trans Continental Studios, Inc.; and
Trans Continental Television Productions, Inc.

In addition, a related corporation, F.F. Station, LLC, filed a
separate voluntary Chapter 11 case on Feb. 20, 2007 (Bankr. M.D.
Fla. Case No. 07-00575); however, the case is not jointly
administered with the cases of the other Debtors.

Mr. Pearlman pleaded guilty in 2008 to criminal conspiracy in
connection with a $300 million investment scheme, one of the
largest Ponzi schemes in Florida history.  He is serving a 25-year
prison sentence.


MAIN STREET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Main Street Schools, LLC
        dba Montessori Country Day School
        P.O. Box 366
        Argyle, TX 76226

Bankruptcy Case No.: 13-40615

Chapter 11 Petition Date: March 7, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

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

Scheduled Assets: $0

Scheduled Liabilities: $1,352,734

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/txeb13-40615.pdf

The petition was signed by William J. Vesterman, sole member of
general partner.


MCCLATCHY CO: Incurs $144,000 Net Loss in 2012
----------------------------------------------
The McClatchy Company filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$144,000 on $1.23 billion of revenue for the year ended Dec. 30,
2012, as compared with net income of $54.38 million on
$1.26 billion of revenue for the year ended Dec. 25, 2011.

The Company's balance sheet at Dec. 30, 2012, showed $3 billion in
total assets, $2.96 billion in total liabilities, and
$42.50 million in stockholders' equity.

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

                       http://is.gd/ISlgJx

                   About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MCGRAW-HILL GLOBAL: Fitch Rates New $1.05BB Secured Note 'BB'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR2' rating to the $1.05 billion
proposed senior secured note offering, due 2021, of McGraw-Hill
Global Education Holding LLC and McGraw-Hill Global Education
Finance, Inc (MHGE Finance; co-issuer of the secured debt).
Proceeds of the notes will be used to fund the acquisition of
McGraw-Hill Education by Apollo Group.

TRANSACTION

Apollo Group will be acquiring the MHE unit for $2.4 billion.
Apollo intends to finance the acquisition with $1.05 billion of
senior secured notes, $560 million in senior secured term loans, a
$240 million revolver (for liquidity purposes and will not be
drawn on to fund the transaction), and $950 million in cash from
Apollo.

The credit facility and the notes will be pari passu with one
another and benefit from a first priority lien on all material
assets, including a pledge of the equity of domestic guarantor
subsidiaries and 65% of the voting equity interest of first-tier
foreign subsidiaries, subject to certain exceptions.

The credit facility will be further secured by a pledge of the
equity interest of MHGE held by its parent McGraw-Hill Global
Education Intermediate Holding LLC. While the secured notes do not
benefit from the pledge of MHGE's equity by Holdings, Fitch's
believes the value of the security comes from the assets of MHGE
and its subsidiaries (including the equity pledge of MHGE's
subsidiaries).

Both the bank facility and the notes will be guaranteed by
existing and future wholly-owned domestic subsidiaries of MHGE
(subject to certain exceptions) and Holdings and MHE US Holdings,
LLC, which is Holdings' parent and also holds the equity of the
McGraw-Hill School Education Group.

None of the funding provided by this rated transaction will be
used/attributed to the funding of the acquisition of McGraw-Hill's
School Education Group (SEG; K-12 education unit). The SEG assets
will be separated from MHGE. EBITDA was negative for the SEG
segment for the year ended 2012. SEG will not provide any
guarantee to MHGE or MHGE's rated instruments. In addition, MHGE
will not provide any guarantees to the SEG segment.

Covenants for the senior secured notes include a 101% change of
control put right in the event that more than 50% of the voting
control of MHGE is held by a person or group, other than permitted
holders (as defined); or a sale, lease, or transfer of all or
substantially all the assets of MHGE and its subsidiaries to a
person other than a permitted holder (as defined; includes
sponsors). Additional debt is primarily limited by a 6.25x total
indebtedness leverage ratio incurrence test. There are additional
debt carve outs, including additional debt, in an amount that does
not exceed the greater of $100 million or 5% of total MHGE assets
by non-guarantor subsidiaries. Also, up to an additional $325
million in additional debt secured by the proposed collateral
package may be issued ($2.2 billion limit less proposed financing
of $1.9 billion). Additional secured debt (above the $2.2 billion
limit) is limited by a secured indebtedness leverage incurrence
test of 4.75x. Restricted payments (and restricted investments)
are primarily limited by a cumulative credit basket (as defined;
includes an accumulation of 50% of net income among other add
backs). There is also a general restricted payment basket of the
greater of 3% of total assets or $60 million.

Covenants for the credit facility are expected to include a net
first lien leverage maximum of 7 times (x), if more than 20% of
the revolver is drawn. Also, there are mandatory credit facility
repayments including a 1% per annum term loan amortization and a
50% excess cash flow sweep (as defined) stepping down to 25% and
0% when the first lien leverage ratio reaches 1.5x and 0.75x
respectively.

LIQUIDITY, FCF AND LEVERAGE

Based on MHGE's reported 2012 year end results, Fitch calculates
post plate EBITDA of $334 million, resulting in pro forma leverage
of 4.8x. Fitch post plate EBITDA does not add back certain
adjustments made by the company, including adjusting for deferred
revenue and cost savings expected in 2013. Based on Fitch's base
case model, with revenues flat to down in the low single digits,
Fitch expects leverage to remain near 5x in 2013 and decline in
2014 driven by absolute debt repayment and EBITDA growth.

The ratings reflect the strong FCF metrics of MHGE. Fitch
estimates 2012 FCF of approximately $170 million. FCF to debt (pro
forma for the transaction) in 2012 is estimated at 10%; Fitch
projects approximately 9% in 2013. EBITDA to FCF conversion
metrics is expected to be 45% over the next few years This is in
part driven by the cost reduction initiatives, but absent these
initiatives Fitch would expect FCF conversion to be around 40% or
better.

The ratings reflect Fitch's expectation that FCF will be dedicated
towards debt reduction and acquisitions. Fitch believes most
acquisitions will be small tuck in acquisitions.
While management has not stated a leverage target, Fitch believes
that the private equity ownership is incentivized to reduce
leverage in order to improve the prospects of an exit from its
investment.

Post the transaction, Fitch expects liquidity to be supported by
the company's proposed $240 million revolver due 2018 and pro
forma cash balance of approximately $90 million.

KEY RATING DRIVERS

The ratings reflect MHGE's business profile: 61% of revenues from
higher education publishing/solutions, 10% of revenues from
professional education content and services, and 29% from
international sales of higher education and professional education
materials. The higher education publishing market is dominated
primarily by Pearson, Cengage and MHGE. Collectively these three
publishers make up 75% (according to Monument Information
Resources; provided by the company), with MHGE holding a 17%
market share. This scale provides meaningful advantages to these
three publishers and creates barriers to entry for new publishers.

According to the National Center for Education Statistics U.S.
student enrollment in higher education has grown nearly every
year, for the last 50 years. There have been seven years where
enrollment declined (including 2011), each time in the low single
digits. Most recently, 2011 enrollment declined slightly, 0.1%.
This has been driven by an approximately 3.1% decline in for-
profit university enrollment and 0.2% declines in public
universities. Non-profit private universities were up 1.9%. Fitch
believes enrollment for 2012 was down in the low single digits.

Fitch believes that there could be some near-term enrollment
pressures due to continued enrollment declines at for-profit
universities and the potential for federal student aid cuts. Long-
term, Fitch believes enrollment will continue to grow in the low
single digits, as higher education degrees continue to be a
necessity for many employers.

MHGE and its peers have continued to demonstrate pricing power
over their products. Fitch believes this will continue, albeit at
lower levels than historically. Textbook pricing increases are
expected to materially slow down and will likely be in the low
single digits. Revenue growth will primarily come from the
continued growth in volume of digital solution products sold and
pricing increases associated with these digital products as they
gain traction with professors.

The transition from physical education materials to digital
products has been advancing at a materially faster pace relative
to K-12 education level. Fitch believes that the transition will
lead to a net benefit for the publishers over time. Publishers
will have the opportunity to dis-intermediate used/rental text
book sellers, recapturing market share from these segments. Fitch
expects print/digital margins to remain roughly the same, as the
both the discount of the digital textbook (relative to the print
textbook) and the investments made in the interactive user
experience offset the elimination of the cost associated with
manufacturing, warehousing, and shipping printed textbooks.

Fitch recognizes the risk of digital piracy, given the age
demographic of higher education, the current data speeds available
on the internet and the relative ease of finding a pirated text
book. A mitigant to piracy risk is the development and selling of
digital education solutions. The digital solutions incorporate
homework and other supplemental materials that require a user's
authentication. The company's strategy is to 'sell' these products
to the professors, who then adopt this as required material for
the course. Students then purchase the digital solution. This
strategy has also been adopted by MHGE's peers. It will be vital
for the industry to steer professors towards these digital
solutions rather than a stand-alone eBook in order to defend
against piracy. Fitch believes that this strategy is sound and can
be successful. Fitch notes that adoption will be slow due to the
slow to change nature of many professors.

Fitch expects traditional print revenues to continue to decline
due to growth in eBooks, near-term cyclical pressures in
enrollment, and delays by professors in adopting new editions.
Under Fitch base case model, Fitch expects the growth in digital
solutions, custom publishing and eBooks to offset the traditional
print revenue declines within the next two to three-years.

The ratings reflect cost savings identified by MHGE, approximately
$86 million through 2015. Cost reductions include corporate and IT
costs driven by headcount reductions and outsourcing. Fitch
believes this is achievable given the historical ownership of MHPI
within a conglomerate.

MHGE did not provide audited financial statements. Audited
combined financial statements for McGraw-Hill Education LLC were
provided, which combined MHGE and McGraw-Hill's School Education
Group. Unaudited break out of these two divisions were provided by
management and used by Fitch to assign ratings.

RECOVERY RATINGS ANALYSIS

MHGE's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates a
distressed enterprise valuation of $1.5 billion, using a 6x
multiple and a post restructuring EBITDA of approximately $250
million. After deducting Fitch's standard 10% administrative
claim, Fitch estimates recovery for the senior secured instruments
of 74%, which maps to the low end of its 71-90% 'RR2' range.
Issuance of additional secured debt could result in a one notch
downgrade of the issue ratings.

RATING SENSITIVITIES

Continued growth in digital revenues coupled with leverage of 4x
or less (on Fitch-calculated basis) would likely lead to positive
rating actions.

Mid to high-single digit revenue declines, which may be driven by
declines or no growth in digital products (caused by a lack of
execution or adoption by professors) would pressure ratings.

Fitch has the following ratings:

MHGE
-- Long-term IDR 'B+';
-- Proposed senior secured credit facility (term loan and
    revolver) at 'BB/RR2';
-- Proposed senior secured notes assigned at 'BB/RR2'.

MHGE Finance
-- Long-term IDR 'B+'.
-- Proposed senior secured credit facility (term loan and
    revolver) at 'BB/RR2' (co-issuer to MHGE's credit facility
    noted above);
-- Proposed senior secured notes assigned at 'BB/RR2' (co-issuer
    to MHGE's secured notes noted above).

The Rating Outlook is Stable.


MDC PARTNERS: Moody's Assigns 'B3' Rating to US$500-Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to MDC Partners
Inc.'s new $500 million senior unsecured note and affirmed the
Corporate Family Rating at B2. The outlook remains stable.

The $500 million senior unsecured note is expected to be used to
refinance the existing $425 million senior unsecured noted, pay
$50 million of redemption premiums, and $12 million in expenses
with $13 million used for general corporate purposes. The
refinancing follows the $80 million add on debt issuance in
December 2012 that was used to pay down its revolving credit
facility which is also expected to be refinanced and upsized from
$150 million to potentially up to $250 million. The new revolving
facility is not rated by Moody's. The bond and revolver
transaction is expected to lead to lower interest expenses and
provide greater flexibility to access its revolving credit
facility, although total debt will increase. Cash from operations
and revolver draws are expected to be used to meet over $100
million in deferred acquisition consideration payments due in
2013.

Rating Summary:

Issuer: MDC Partners Inc.

$500 million Senior Unsecured Note due 2020 assigned B3 LGD4 -62%

Corporate Family Rating B2 affirmed

Probability of Default Rating B2-PD affirmed

Outlook, remains stable

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the
ratings on the existing debt upon completion of the proposed
transaction.

Ratings Rationale:

The B2 CFR reflects MDC's high leverage level pro-forma for the
proposed transaction (7.5x as of Q4 2012 including Moody's
standard adjustments and including deferred acquisition
consideration and minority interest puts as debt), the company's
history of acquisitions, and its sensitivity to consumer spending
that leads to above average risk. The rating also reflects its
smaller scale and low EBITDA margins compared to its larger
competitors. Dividend payments of over $17 million annually and
its aggressive acquisition strategy, which has been financed with
upfront payments in addition to contingent deferred acquisition
consideration payments, limit its liquidity position. While
Moody's base case scenario has leverage improving by more than 1
turn to almost 6x in 2013 as the level of investments decline,
cost cutting benefits are realized, and revenue grows, the
additional long term debt positions the company weakly at the
existing rating level. Management has stated its goal of
decreasing leverage, but the company's covenant leverage
calculation does not include items such as contingent deferred
acquisition payments or minority interest puts and includes
substantial add backs for stock based compensation.

After three acquisitions in the beginning of 2012, Moody's
continues to expect limited acquisition activity in the near term
as the company focuses on optimizing existing assets and repaying
near term deferred acquisition payments. However, over time
Moody's expects additional acquisitions to address client needs.
The company benefits from strong organic revenue growth, a focus
on digital advertising, and improvements in diversifying its
revenue stream which has lessened its dependence on any one key
client compared to prior years. If the company is able to minimize
acquisitions and grow organically, the leverage and liquidity
position would improve as the majority of deferred acquisition
payments are paid down over the next few years. Moody's
anticipates that leverage will decline in the near term as the
company releases improved performance compared to relatively weak
results in Q1 & Q2 2012, following positive Q4 2012 results.

The liquidity position is adequate as indicated by its SGL-3
rating. Reoccurring acquisition consideration payments and
minority equity put rights which effectively act as short term
debt, limit its liquidity position and make the company reliant on
its revolver. The current portion of deferred acquisition
consideration is over $104 million and the long term portion is
$92 million as of Q4 2012. The company is anticipated to have
greater flexibility to access its new revolving facility although
the terms of the agreement have not been finalized as of this
press release. While the differed acquisition payments are
believed to be success based, improved performance can increase
the amount of near term required payments. In 2012, the contingent
payment balance increased by $55.7 million from redemption value
adjustments alone. Semi-annual equity dividends of over $17
million also weaken its liquidity position. The company could
benefit from working capital improvements as part of its recent
acquisition of media companies, but reliance on this source for
liquidity could be problematic in an economic downturn.

The outlook is stable reflecting Moody's expectation for leverage
to improve as revenue grows, investment spending subsides, and
efforts to cut costs and realize efficiencies lead to improved
margin levels. However, a material deterioration in ad spending
due to an economic downturn or poor operational performance that
impacted earnings would put pressure on the current rating levels.

Given the downgrade in June 2012, the addition of $80 million in
long term debt in December 2012 and $75 million in incremental
debt as part of the proposed transaction, a positive rating action
is not expected in the near future. Positive rating pressure could
develop if leverage declines to less than 4x (including Moody's
adjustments) on a sustained basis, acquisition consideration
payments and put rights decline materially, free cash flow as a
percentage of debt improves to over 10%, and the company maintains
a good liquidity position with a less aggressive financial policy.

The rating would be downgraded if the company is unable to grow
EBITDA so that leverage is below 7x (including Moody's
adjustments) by the end of 2013 and fails to generate adequate
cash flow after acquisition consideration payments, minority
interest puts and dividend payments.

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

MDC Partners Inc. is a marketing communications and consulting
services holding company that provides advertising, interactive
marketing, direct marketing, database and customer relationship
management, sales promotion, corporate communications, market
research, corporate identity, design and branding and other
related services. Crispin Porter + Bogusky (Crispin Porter) and
kirshenbaum bond senecal + partners (kirshenbaum bond) are MDC's
two largest agencies. Revenue as of Q4 2012 was $1.1 billion.


MDC PARTNERS: S&P Assigns 'B-' Rating to $500MM Notes Due 2020
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York-based
advertising holding company MDC Partners Inc.'s proposed
$500 million unsecured notes due 2020 an issue-level rating of
'B-', with a recovery rating of '5', indicating S&P's expectation
for modest (10% to 30%) recovery for noteholders in the event of
default.

"Our 'B' rating and stable outlook reflect our expectation that
despite positive discretionary cash flow generation and EBITDA
growth, we expect debt leverage will remain above 5x through
2013," said Standard & Poor's credit analyst Chris Valentine.

The transaction increases pro forma debt leverage from 6.3x to
6.7x but loosens covenants and improves liquidity as a result of
an amendment that will upsize the revolving credit facility to
$250 million.  As a result, over the next 12 months, S&P expects
to continue to characterize the company's financial risk profile
as "highly leveraged," which includes leverage above 5x range,
based on S&P's criteria.  Elevated financial risk, together with
continued economic uncertainty and S&P's "weak" assessment of the
company's business risk profile, are key considerations in the 'B'
rating.  S&P's governance assessment is "weak."

MDC's weak business profile reflects S&P's view of the company's
limited scale and weak margins compared with industry peers
despite the strong creative reputation of key agencies, such as
Crispin Porter + Bogusky, 72andSunny, and Anomaly, and its good
digital capabilities.  Key risk factors are the company's
relatively small agency network, limited global presence, and its
still high (but declining) concentration of revenue and EBITDA
from its top five agencies.  Risks associated with the company's
size and concentration have been compounded, in S&P's view, by
account volatility in recent years.  MDC is a provider of
marketing services primarily in the U.S. (81% of revenue in of
2012), with a presence in Canada (14%), and other countries (5%).
The company's subsidiaries provide a comprehensive range of
advertising, marketing communications, and consulting services.

S&P expects that headcount reduction efforts to date will produce
cost savings in 2013, but believes that it could take several
years for the company to reduce its staff cost ratio to the low-
60% area.  The advertising industry is subject to the cyclical
nature of advertising, as well as a client's ability to switch to
competitors or scale back spending at short notice.  MDC has been
in an aggressive growth mode over the past several years, and S&P
believes that increased staffing and facilities costs outpaced
revenue growth in certain areas.  Cost of sales as a percentage of
revenue was 69% for the fiscal year ended Dec. 31, 2012, compared
with 71.2% in 2011.  For larger ad agency holding companies,
typical staff cost ratios run closer to 60%.  MDC has taken steps
to reduce this ratio, including meaningful headcount reduction
that led to severance expense in 2012.


METEX MFG: Bridge Order Extends Exclusive Periods to April 11
-------------------------------------------------------------
Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York entered a bridge order extending the
expiration of the exclusive periods of Metex Mfg. Corporation
until the hearing scheduled for April 11, 2013.

The Debtor wants its exclusive period to file a plan extended
until May 15, and its exclusive period to solicit acceptances of
that plan until July 15, to give it additional time to work with
the Official Committee of Unsecured Creditors appointed in its
Chapter 11 case and the future claims representative and formulate
a consensual plan of reorganization.  The Debtor tells the Court
that some members of the Creditors' Committee were not involved in
the negotiation of the Prepackaged Plan.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case


MF GLOBAL: Asks Court to Approve Supplements to Plan Outline
------------------------------------------------------------
MF Global Holdings Ltd. asks U.S. Bankruptcy Judge Martin Glenn to
approve supplements to the disclosure statement describing its
proposed liquidation plan.

The supplements contain a revision to certain provisions of the
disclosure statement governing the settlement of intercompany
claims as well as updated versions of the feasibility analysis,
recovery analysis, and liquidation analysis.  The supplements can
be accessed for free at http://is.gd/pS0ayS

The supplements also contain updates to sections of the
liquidation plan governing setoffs and allowance of liquidity
facility unsecured claims.  The supplements are available for free
at http://is.gd/M9Wkwp

MF Global made the revisions as part of a settlement it reached
with JPMorgan Chase Bank N.A. on March 4 to resolve the bank's
request to pursue claims against the company as well as its
objections to the intercompany settlement.

In consideration for the March 4 settlement, JPMorgan has agreed,
among other things, not to object to the confirmation of the plan,
to vote to accept the plan, and withdraw its request to pursue
claims against MF Global.

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

                         About MF Global

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

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

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

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

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

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


MF GLOBAL: U.S. Trustee Names 3 New Members of Creditors Committee
------------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, appointed on March 8,
2013, Knighthead Capital Management LLC, Silver Point Capital LP
and J.E. Meuret Grain Co., Inc. to serve as members of the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of MF Global Holdings Ltd. and its debtor affiliates.

The Creditors Committee is currently composed of:

     (1) Wilmington Trust Company
         50 South Sixth Street, Suite 1290
         Minneapolis, Minnesota 55402-1544
         Attention: Julie J. Becker, Vice President
         Telephone: (612) 217-5626
         Fax: (612) 217-5651

     (2) JP Morgan Chase Bank, N.A.
         383 Madison Avenue, 23rd Floor
         New York, New York 10179
         Attention: Charles Freedgood
         Telephone: (212) 622-4513
         Fax: (212) 622-4557

     (3) J.E. Meuret Grain Co., Inc.
         101 Franklin Street
         P.O. Box 146
         Brunswick, Nebraska 68720
         Attention: James P. Meuret
         Telephone: (402) 842-2515
         Fax: (402) 842-3115

     (4) Knighthead Capital Management, LLC
         1140 Avenue of the Americas, 12th Floor
         New York, New York 10036
         Attention: Laura Torrado, General Counsel
         Telephone: (212) 356-2900
         Fax: (212) 356-2091

     (5) Silver Point Capital, LP
         Two Greenwich Plaza
         Greenwich, Connecticut 06830
         Attention: Richard S. Parisi
         Telephone: (203) 542-4210
         Fax: (203) 542-4310
    
                         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.


MGIC INVESTMENT: S&P Raises Rating to 'B'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Rating Services said that it raised its insurer
financial strength ratings on Mortgage Guaranty Insurance Corp.
and its subsidiary MGIC Indemnity Co. (collectively MGIC) to 'B'
from 'B-'.  At the same time, S&P raised its unsolicited rating on
MGIC's parent company MGIC Investment Corp. (MTG) to 'B-' from
'CCC+'.  The outlook is stable.

MTG announced a plan to issue 135 million shares of common equity
and $450 million of senior convertible notes due in 2020.  If the
15% share and $50 million note overallotments are fully exercised,
the combined offering will provide more than $1.2 billion in
additional capital to the company.  S&P believes MTG will
downstream a large portion of the offering to support MGIC's
capital position and enable management to achieve a risk-to-
capital ratio of less than 25x.

"The extent of the capital raise mitigates, if not eliminates, our
concerns in the near term regarding a regulatory take-over of the
company, because MGIC's consolidated risk-to-capital ratio
exceeded 47x as of year-end 2012," said Standard & Poor's credit
analyst Ron Joas.  In addition, MTG incurred pretax losses of
approximately $929 million in 2012, driven largely by second-
quarter reserve charges related to a decline in cure activity in
late-stage (more than 12 payments missed) delinquencies and
fourth-quarter charges related to settlements with Freddie Mac and
Countrywide. Excepting the charges related to the settlements, MTG
would have approached break-even results in the fourth quarter.
This is unusual because of the negative seasonal impact normally
apparent in the fourth quarter of any given year.

The outlook is stable.  The additional cash resources from the
note and share issuance provide additional financial and capital
flexibility.  However, S&P believes the company's financial
profile will remain under pressure, and significant risk remains
due to potential adverse development in loss reserves and ongoing
losses from new notices of delinquency.

S&P could downgrade MTG and MGIC if MGIC does not return to
profitability within 12 to 18 months, or if MGIC experiences
significant reserve charges in excess of those seen in 2012.  S&P
expects management to manage the risk-to-capital ratio to 25x or
less in the foreseeable future, and MTG to downstream capital
necessary to support business growth.

This unsolicited rating(s) was initiated by Standard & Poor's.  It
may be based solely on publicly available information and may or
may not involve the participation of the issuer.  Standard &
Poor's has used information from sources believed to be reliable
based on standards established in its Credit Ratings Information
and Data Policy but does not guarantee the accuracy, adequacy, or
completeness of any information used.


MISSION NEWENERGY: Westcliff Trust Owns 71% Ordinary Shares
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Westcliff Trust disclosed that, as of Nov. 23, 2012,
it beneficially owns 27,382,054 ordinary shares of Mission
NewEnergy Limited representing 71.6% of the shares outstanding.

On Aug. 24, 2012, the Trust purchased 63,238 of the Company's A$65
face-value Series 2 Convertible Notes, which bore interest at a
rate of 4.00% per annum, payable semi-annually, and had a
conversion ratio of one note to four Ordinary Shares, resulting in
a conversion price of A$16.50 per share, from SLW International,
LLC, an entity owned by Stephen L. Way, the creator of the Trust
for the benefit of certain of his relatives.  The Trust purchased
such Series 2 Notes for the purchase price of $402,187, 10% of
which was paid in cash with funds contributed to the Trust by
Mr. Way and the remaining 90% of which was borrowed by the Trust
from Muragai Financial, LLC, an entity also controlled by Mr. Way.
That loan was evidenced by a promissory note bearing interest at
the rate of 0.25% and becoming due on Aug. 1, 2015, and was
secured by such Series 2 Notes held by the Trust.  On Nov. 23,
2012, the Company and the holders of the Series 2 Notes effected
an exchange of all outstanding Series 2 Notes for newly issued
Series 3 Notes in a transaction approved by the holders of the
Company's Ordinary Shares.

The Trust is filing the Statement because the increased conversion
ratio of the Series 3 Notes received by the Trust in exchange for
the Series 2 Notes resulted in an increase of the possible
beneficial ownership of Ordinary Shares by the Trust.  As a holder
of Series 3 Notes, the Trust may, upon notice to the Company,
elect to convert all or part of those Series 3 Notes into Ordinary
Shares, which could currently result in the Trust holding up to
71.6% of the Company's outstanding Ordinary Shares, assuming that
no other holders of the Series 3 Notes exercise their own
equivalent conversion rights.  If all other holders of the
Series 3 Notes fully exercised their rights of conversion, those
holders would hold up to 95.3% of the Ordinary Shares in the
aggregate. Additionally, under the terms of the Series 3 Notes,
among other events, a sale of material assets by the Company
requires a repayment of the outstanding face amount of the
Series 3 Notes.

A copy of the filing is available at http://is.gd/kud5Mo

                    About Mission NewEnergy

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

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

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

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

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


MISSION NEWENERGY: Eastwood Owns 71% of Shares at Nov. 23
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Eastwood Trust disclosed that, as of
Nov. 23, 2012, it beneficially owns 27,382,054 ordinary shares of
Mission NewEnergy Limited representing 71.6% of the shares
outstanding.

On Aug. 24, 2012, the Trust purchased 63,238 of the Company's A$65
face-value Series 2 Convertible Notes, which bore interest at a
rate of 4.00% per annum, payable semi-annually, and had a
conversion ratio of one note to four Ordinary Shares, resulting in
a conversion price of A$16.50 per share, from SLW International,
LLC, an entity owned by Stephen L. Way, the creator of the Trust
for the benefit of his minor children.  The Trust purchased those
Series 2 Notes for the purchase price of $402,187, 10% of which
was paid in cash with funds contributed to the Trust by Mr. Way
and the remaining 90% of which was borrowed by the Trust from
Muragai Financial, LLC, an entity also controlled by Mr. Way.
That loan was evidenced by a promissory note bearing interest at
the rate of 0.25% and becoming due on Aug. 1, 2015, and was
secured by such Series 2 Notes held by the Trust.  On Nov. 23,
2012, the Company and the holders of the Series 2 Notes effected
an exchange of all outstanding Series 2 Notes for newly issued
Series 3 Notes in a transaction approved by the holders of the
Company's Ordinary Shares.

The Trust is filing the Statement because the increased conversion
ratio of the Series 3 Notes received by the Trust in exchange for
the Series 2 Notes resulted in an increase of the possible
beneficial ownership of Ordinary Shares by the Trust.  As a holder
of Series 3 Notes, the Trust may, upon notice to the Company,
elect to convert all or part of those Series 3 Notes into Ordinary
Shares, which could currently result in the Trust holding up to
71.6% of the Company's outstanding Ordinary Shares, assuming that
no other holders of the Series 3 Notes exercise their own
equivalent conversion rights.  If all other holders of the
Series 3 Notes fully exercised their rights of conversion, those
holders would hold up to 95.3% of the Ordinary Shares in the
aggregate.  Additionally, under the terms of the Series 3 Notes,
among other events, a sale of material assets by the Company
requires a repayment of the outstanding face amount of the
Series 3 Notes.

A copy of the regulatory filing is available at:

                       http://is.gd/i8WQM6

                    About Mission NewEnergy

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

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

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

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

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


MOMENTIVE PERFORMANCE: Has 20.8MM Reserved Units Under 2011 Plan
----------------------------------------------------------------
The Compensation Committee of the Board of Managers of Momentive
Performance Materials Holdings LLC approved:

   (i) an amendment to the Momentive Performance Materials
       Holdings LLC 2011 Equity Incentive Plan to increase the
       number of Reserved Units under the Plan to 20,800,000; and

  (ii) new forms of award agreements for unit option awards and
       restricted deferred unit awards granted under the Plan.

The amendment to the Plan and the new forms of award agreements
are available for free at:

                        http://is.gd/QDaXQz
                        http://is.gd/2jeuL9
                        http://is.gd/DE2kWQ

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.  The Company's balance sheet at Sept. 30, 2012,
showed $2.98 billion in total assets, $3.94 billion in total
liabilities, and a $960 million in total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MOMENTIVE SPECIALTY: Has 20.8MM Reserved Units Under 2011 Plan
--------------------------------------------------------------
The Compensation Committee of the Board of Managers of Momentive
Performance Materials Holdings LLC approved:

    (i) an amendment to the Momentive Performance Materials
        Holdings LLC 2011 Equity Incentive Plan to increase the
        number of Reserved Units under the Plan to 20,800,000; and

   (ii) new forms of award agreements for unit option awards and
        restricted deferred unit awards granted under the Plan.

The amendment to the Plan and the new forms of award agreements
are available for free at:

                        http://is.gd/AdC0T6
                        http://is.gd/ajxCmI
                        http://is.gd/OmzSK2

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million in 2011,
compared with net income of $214 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $3.44 billion in total
assets, $4.60 billion in total liabilities and a $1.16 billion
total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.


MORGANS HOTEL: Files Form 10K, Incurs $66.8MM Net Loss in 2012
--------------------------------------------------------------
Morgans Hotel Group Co. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to common stockholders of $66.81 million
on $189.91 million of total revenues for the year ended Dec. 31,
2012, as compared with a net loss attributable to common
stockholders of $95.34 million on $207.33 million of total
revenues during the prior year.  The Company incurred a net loss
attributable to common stockholders of $89.96 million on $236.37
million of total revenues in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $591.15
million in total assets, $728.47 million in total liabilities,
$6.05 million in redeemable noncontrolling interest, and a $143.37
million total deficit.

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

                        http://is.gd/SunOaz

                       About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.


MORTGAGE GUARANTY: Moody's Reviews B2 Rating for Possible Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed on review for upgrade the B2
financial strength rating of Mortgage Guaranty Insurance
Corporation and the debt ratings of its parent company, MGIC
Investment Corporation. In addition, Moody's has affirmed the Ba3
financial strength rating of MGIC Indemnity Corporation, a direct
subsidiary of MGIC, and changed its outlook to stable from
negative.

The rating action was prompted by MTG's offerings of 135 million
shares of its common stock and $450 million convertible senior
notes (unrated) due 2020, which together will raise approximately
$1.1 billion of gross proceeds. MTG said it intends to use the
proceeds for its general corporate purposes, which may include
increasing the capital of MGIC and other subsidiaries and
improving liquidity by providing funds for debt service.

Ratings Rationale: - MGIC Investment Corporation

The review for upgrade of MGIC's financial strength rating
reflects the expectation that MTG will contribute a significant
amount of the raised proceeds to MGIC, its flagship insurance
operation, to improve the insurer's capital and liquidity
position. Compared to its peers that are actively writing
business, MGIC's higher regulatory risk-to-capital ratio (RTC) is
a distinct weakness. As of 31 December 2012, MGIC's RTC was at
44.7:1, well above the 25:1 threshold commonly required by state
regulators. Currently, MGIC operates under regulatory and
counterparty forbearance and writes business in states with
regulatory waivers in place. Moody's estimates approximately $550
million additional capital would have been needed to bring MGIC
back into RTC compliance on a standalone basis and approximately
$700 million on a consolidated basis as of 31 December 2012,
though the size of the contemplated capital contribution is
unclear at this point.

The rating review will focus on the firm's planned use of proceeds
and the resulting impact on MGIC's capital and liquidity position.
MGIC's B2 financial strength rating reflects that the firm's
relatively weak capital position weighs heavily on the company's
overall credit profile despite some recent positive portfolio
trends.

Rationale - MGIC Investment Corporation

The review for upgrade of the holding company's senior debt at
Caa3 and junior subordinated debt rating at C(hyb) reflects the
holding company's enhanced financial flexibility, with improved
liquidity reducing near term refinancing risk. Despite the
company's intended capital contribution to its insurance
operations, Moody's anticipates that a portion of the proceeds of
the offerings will be retained at the holding company to meet debt
service obligations and other liquidity needs, while MTG's
insurance subsidiaries remain unable to upstream dividends. Pro
forma for the capital raise, the holding company's liquidity
improves to $1.4 billion from $0.3 billion before taking into
consideration any capital contributions to MGIC. The company has
$100 million senior debt due in 2015 and $345 million in senior
convertible notes due in 2017, before its next debt maturity in
2020. However, capital contributions to its operating subsidiaries
would decrease the amount of liquidity available at the holding
company.

The ratings review will focus on the firm's planned use of the
proceeds and the resulting impact on holding company resources.
Strong holding company liquidity could warrant a reduction of the
notching differential between the holding company and insurance
company ratings.

Ratings Rationale: - MGIC Indemnity Corporation

The affirmation of Ba3 rating of MIC reflects the view that while
MIC is well capitalized, its financial positions linked to its
weaker parent, MGIC. As part of the agreement that allows MIC to
write insurance, the insurer's main counterparties Freddie Mac and
Fannie Mae (the GSEs) require MIC's capital resources to be
available to pay claims at MGIC. As a result, MIC's stronger
standalone credit profile is weighed down by MGIC's large legacy
book and weaker credit profile under stress scenarios.

The return to a stable outlook reflects that the downside risk to
MIC from MGIC will reduce if, as anticipated, MGIC to receive a
capital injection from the parent. However, the rating remains
constrained by the rating on MGIC because all risk of MIC written
must be subsumed by and capital supporting that risk repatriated
to MGIC or MGIC must enter into a 100% quota share reinsurance
transaction with MIC, once MGIC regains regulatory capital
compliance.

The following ratings have been placed under review for upgrade:

  Mortgage Guaranty Insurance Corporation -- insurance financial
  strength rating at B2

  MGIC Investment Corporation -- senior unsecured debt at Caa3

  MGIC Investment Corporation -- junior subordinated debt to C
  (hyb)

The following rating is affirmed with a stable outlook:

  MGIC Indemnity Corporation -- insurance financial strength
  rating at Ba3

The principal methodology used in this rating was Moody's Global
Methodology for Rating Mortgage Insurers published in December
2012.

MGIC Investment Corporation (NYSE: MTG), headquartered in
Milwaukee, Wisconsin is the holding company for Mortgage Guaranty
Insurance Company (MGIC), one of the largest US mortgage insurers,
with $162 billion of primary insurance in force as of 31 December
2012. Mortgage Indemnity Corporation, a mortgage insurance
subsidiary of MGIC, was recently recapitalized to write insurance
in states that would not waive MGIC's regulatory capital
requirements.


NEWBERRY ATRIUM: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Newberry Atrium Professional Center, LLC
        115 Atrium Way, Suite 204
        Columbia, SC 29223

Bankruptcy Case No.: 13-01377

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       District of South Carolina (Columbia)

Judge: John E. Waites

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                  MCCARTHY LAW FIRM, LLC
                  1517 Laurel Street (29201)
                  P.O. Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  Fax: (803) 753-6960
                  E-mail: bmccarthy@mccarthy-lawfirm.com

Scheduled Assets: $5,858,944

Scheduled Liabilities: $6,588,425

A copy of the Company's list of its 12 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/scb13-01377.pdf

The petition was signed by David H. Jacobs, manager member.


NEW ENGLAND NATIONAL: Court Trims Suit Against Town of East Lyme
----------------------------------------------------------------
The Town of East Lyme sought dismissal or abstention by the
Bankruptcy Court of the lawsuits:

  * NEW ENGLAND NATIONAL, LLC, Plaintiff, v. TOWN OF EAST LYME,
    Defendant, Adv. Pro. No. 10-3033.

  * NEW ENGLAND NATIONAL, LLC, Plaintiff, v. TOWN OF EAST LYME,
    Defendant, Adv. Pro. No. 11-3058.

In Adv. Pro. No. 10-3033, the Dismiss/Abstain Motion challenges
the Bankruptcy Court's power to enter final orders or a final
judgment under the authority of Stern v. Marshall, 131 S.Ct. 2594
(2011).  The Dismiss/Abstain Motion also obliquely questions the
Bankruptcy Court's jurisdiction under 28 U.S.C. Sec. 1334(b) but
purports to reserve the issue for later action.

In Adv. Pro. No. 11-3058, the Dismiss/Abstain Motion (a)
challenges the Bankruptcy court's power to enter a final order
under the authority of Stern v. Marshall, 131 S.Ct. 2594 (2011),
(b) challenges the Bankruptcy court's postconfirmation subject
matter jurisdiction under 28 U.S.C. Section 1334(b), (c) seeks
dismissal for failure to name one or more indispensable parties
pursuant to Rule 19(a) of the Federal Rules of Civil Procedure and
(d) seeks "permissive" abstention pursuant to 28 U.S.C. Section
1334(c)(1).

Chief District Judge Lorraine Murphy Well of the U.S. Bankruptcy
Court for the District of Connecticut ruled the Dismiss/Abstain
Motion in Adv. Pro. No. 10-3033 is granted and the Objection is
overruled.  Accordingly, the Complaint is dismissed.

In Adv. Pro. No. 11-3058, (a) the Dismiss/Abstain Motion is
granted to the extent the Complaint alleges postconfirmation
claims and the Objection is sustained to the same extent, and (b)
the Dismiss/Abstain Motion is denied and the Objection is
sustained with respect to the remainder of the Complaint; provided
that (i) the court may not issue final orders or a final judgment
in this proceeding but only will submit proposed findings of fact
and conclusions of law to the District Court, and (ii) all of the
foregoing is without prejudice to the right of the Town to raise
the issue with respect Rule 19 of the Federal Rules of Civil
Procedure in a more appropriate procedural posture.

William S. Gannon, Esq., at William S. Gannon, PLLC, in
Manchester, New Hampshire, represents New England National.

Mark E. Block, Esq. -- mblock@bjplawyers.com -- and Amanda L.
Sisley, Esq. -- asisley@bjplawyers.com -- at Block, Janney
& Pascal, LLC, in Norwich, Connecticut, argue for the Town of East
Lyme.

Copies of the District Court's March 5, 2013 Memorandum and Orders
are available at http://is.gd/PJodgband http://is.gd/wfAc26from
Leagle.com.

                    About New England

New England National, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Conn. Case No. 02-33699) on Aug. 1, 2002.  The Debtor's Third
Amended Plan of Reorganization was confirmed by order dated Aug.
28, 2006.  An application for entry for final decree was filed by
the Debtor on April 12, 2007, but was "marked off with right to
reclaim [to the hearing calendar]" by the Debtor on June 18, 2008.
To date, the Final Decree Application has not been reclaimed to
the hearing calendar, no other similar application has been filed
and no final decree has been issued in the case.


NEW PLAN LEARNING: Fitch Cuts Revenue Bonds Ratings to 'BB-'
------------------------------------------------------------
Fitch Ratings has downgraded to 'BB-' from 'BBB-' and removed from
Rating Watch Negative the following educational facility revenue
bonds for the Industrial Development Authority of the County of
Pima. The bonds are issued on behalf of the New Plan Learning Inc.
Project:

-- $32.57 million tax-exempt series 2011A;
-- $545,000 taxable series 2011B

The Rating Outlook is Stable.

SECURITY

The bonds are secured by the gross revenues of NPL and are
primarily comprised of lease payments from four participant
schools (the participants) located in Illinois and Ohio.
Participant lease payments are sized to exceed their allocated
portion of debt service and meet 120% of MADS coverage
requirement. Participants have several obligations to fund lease
payments. Security is also provided by a mortgage on each
participant's school facility and other structural enhancements
described herein.

KEY RATING DRIVERS

WEAK PARTICIPANT FINANCES: The downgrade reflects application of
Fitch's revised charter school criteria, the resultant sub
investment grade credit profiles of the participants and exclusion
of participants with less than five years of operations when
calculating debt service coverage in pooled transactions. Debt
service coverage is less than sum-sufficient excluding Horizon
Science Academy Dayton's (HSAD) three years of operations.

CUSHION PROVIDES CREDIT STRENGTH: Fitch values the transaction's
required excess cushion in various reserves and participant lease
payments required in excess of their allocated debt service as
providing marginal credit strength beyond what Fitch considers the
weakest credit profile within a pool of four participants. Each
participant reflects varying levels of stand-alone speculative
grade characteristics.

ENROLLMENT GROWTH NOTED ACROSS SCHOOLS: The Stable Outlook
acknowledges that all the OH schools recognized significant
student growth, emerging from enrollment declines due to a delay
in completion of certain amenities last year. Management achieved
its projections for the overall student count a year ahead of
schedule. Fitch expects each school to achieve its individual
enrollment capacity and generate revenues to service modestly
escalating lease payments.

EXPERIENCED CHARTER MANAGEMENT ORGANIZATION: The charter school
management firm, Concept Schools (Concept), is a key component of
the schools' operating and academic success, supporting high
academic standards and compliance with all elements of each
school's authorized charters.

RATING SENSITIVITIES

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

ENROLLMENT PREDICATES OPERATING GAINS: The participants' inability
to transform continued enrollment growth into consistent operating
surpluses may negatively pressure the rating.

CREDIT PROFILE

LIMITED OPERATING HISTORY AFFECTS COVERAGE CONSIDERATIONS

The financial performance of the participants is a key
consideration in ascertaining the ability of NPL to meet its debt
service obligations. The pool participants include Chicago Math
and Science Academy (CMSA), located in Chicago, IL; HSAD, located
in Dayton, OH; and HSA Springfield (HSAS) and HSA Toledo (HSAT),
both located in Toledo, OH. NPL leases charter school facilities
to the participants for which it receives (from each school on a
several basis) lease rental payments that are structured so that
combined lease payments cover debt service 1.2x per the bond
documents.

Fitch's approach to pool transactions pursuant to the charter
school criteria revision excludes any charter schools with less
than five years of operating history or at least one renewal. HSAD
was authorized in 2009, has less than five years of operations and
is responsible for approximately 22% of the annual debt service
requirement. Lease payments from the three other participants,
each with more than five years of operating history, yields 0.88x
coverage.

ENROLLMENT GROWTH IN OHIO SCHOOLS

Fitch views strong enrollment growth at each of the Ohio schools
for 2012-2013 student year as credit positive. Delays in the bond
financing and resultant postponed completion dates for the
expansions constrained enrollment for the 2011-2012 student year
but original project enrollment forecasts have now been exceeded.
HSAT, HSAS and HSAT each enrolled 518, 430 and 350 students,
respectively; up from 244, 267 and 238 students in the previous
year. This growth is expected to translate into improved financial
performance. In turn, it could support upward rating momentum over
the intermediate term. CMSA, the sole non-Ohio school is at full
capacity at 599 students.

WEAK FINANCIAL AND DEBT PROFILES

Operating performance for fiscal 2012 was weak and every school
generated a negative margin. Fitch assesses the ability of each
school to meet its annual lease payment, the burden it places on
operations and the extent of liquidity available to each school to
offset weak operations.

Each participant displays speculative grade standalone credit
characteristics including MADS burdens that account for over 20%
of unrestricted operating revenues. Additionally, net income
available for debt service in each of the participants was
insufficient to cover allocated MADS by 1x. Exacerbating this
weakness is the lack of balance sheet resources which would
normally offer some level of support to cover obligations. Fitch
expects these metrics to improve as demand growth in each of the
OH schools is reflected in fiscal 2013 results.

STRONG BOND PROVISIONS OFFSET PARTICIPANT FINANCES

Bond provisions for NPL are strong with multiple reserves
providing excess cushion and a required debt service coverage
ratio of 1.2x. Additionally, each participant is required to
maintain cash on hand equal to 12% of annual operating expenses.
This measure is currently being met by only one out of the four
participants. While the required covenant violation is expected to
be remedied by either a waiver or retaining a consultant, Fitch
acknowledges that meeting this particular liquidity requirement is
challenging during the ramp-up period.

Bondholders have a security interest in NPL's gross revenue fund
in which the indenture requires NPL maintain at no less than 12%
of aggregate corporate revenues (the definition for which includes
rents from non-financed schools). Other reserves held at the
trustee and available to cover debt service shortfalls include the
bond revenue fund ($500,000) and a cash funded debt service
reserve fund set at MADS. The capital and maintenance operating
fund is also available but will likely fluctuate given its
intended and recent use to fund an expansion of the HSAT project.
While NPL is replenishing the fund appropriately (over 36 months),
Fitch views the fund as a credit neutral factor.

All of the reserve balances are tested quarterly. Diminishment of
balances at the bond revenue fund coupled with insufficient
balances at the NPL gross revenue fund could likely result in a
rating action. Replenishment of the various reserves are subject
to excess funds received from participant lease payments and would
only occur to the extent excess revenues after debt service are
flowing.

Concept continues to be integral to the success of the four
schools. Concept's management practices have historically driven
strong academic outcomes and fiscal oversight at its other schools
and Fitch believes this experience should bode well for long-term
operations and financial performance at the participants. NPL was
formed in 2005 by the founders of Concept to provide a facilities
solution for charter schools that were administered and managed by
Concept.

Fitch's actions are the result of its completed charter school
industry-wide review, which commenced September of last year when
Fitch placed all of its rated schools on Rating Watch Negative.



NORTEL NETWORKS: Courts Take Novel Approach to Cash Fight
---------------------------------------------------------
Tom Hals, writing for Reuters, reported that a U.S. judge and a
Canadian judge agreed on Friday to a joint, simultaneous trial to
decide how to divide $9 billion from the liquidation of Nortel
Networks, overruling objections that the unusual arrangement would
lead to "chaos."

Kevin Gross, a U.S. Bankruptcy Court judge in Wilmington,
Delaware, told the parties on a conference call held jointly with
a Canadian judge that the litigants should prepare for a trial
late this year, the Reuters report said.

Gross and Ontario Superior Court Justice Geoffrey Morawetz in
Toronto have been overseeing the liquidation of the former
telecoms giant, which once had a market value of $250 billion and
global operations that employed 93,000, Reuters related.  After
Nortel filed in 2009 for protection from creditors in courts
around the world, its units in the United States, Canada and
Europe agreed to sell Nortel's operations as global businesses as
a way to increase their value.  However, those units in different
countries never tackled the complex question of how to split the
money that was raised.

Reuters said that until each Nortel unit knows how much money it
has, it is nearly impossible to negotiate and settle the more than
$30 billions of claims of their creditors. Four years after
Nortel's collapse, tens of thousands of retirees, governments,
suppliers and hedge funds are still waiting to be paid.

The U.S. and Canadian units wanted a public trial after three
attempts to mediate the dispute failed, the report said.  Their
attorney told a hearing in Wilmington on Thursday that he wanted
court scrutiny of the European units' claims to the $9 billion.

Adler, the lawyer for the European units, said a joint trial would
lead to chaos if the judges in the Canada and the United States
reached conflicting rulings with no appeals court to bind them
both, according to Reuters.  As if to make his point, the telecast
that joined the Canadian and Delaware courtrooms on Thursday was
marred by technical glitches that rendered portions of the Toronto
proceedings inaudible in Wilmington. Adler questioned whether the
shaky link-up would make it impossible to cross-examine witnesses,
denying his clients due process, the report added.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the decision to hold a trial was a defeat for
European retirees who wanted the division decided in binding
arbitration.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


OCALA FUNDING: Has April 12 Plan Confirmation Hearing
-----------------------------------------------------
The Hon. Jerry Funk approved the disclosure statement explaining
the Chapter 11 Plan of Liquidation of Ocala Funding, LLC, and the
procedures for the solicitation and tabulation of votes to accept
or reject the Plan.  Judge Funk also approved a settlement with
Cadwalader, Wickersham & Taft, LLP.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ocala Funding LLC, a subsidiary of previously
bankrupt Taylor Bean & Whitaker Mortgage Corp., returns to
bankruptcy court in Jacksonville, Florida, for an April 12
confirmation hearing to approve the Chapter 11 plan.

The report recounts that Ocala filed a reorganization plan in
February to implement an agreement reached before bankruptcy with
holders of nearly all of Ocala's $1.5 billion in secured and $800
million in unsecured claims.  The plan will create a trust to
prosecute lawsuits on behalf of creditors with more than $2.5
billion in claims.  Last week the bankruptcy court approved
explanatory materials, allowing creditors to begin voting on the
plan.

According to the report, the court last week also approved a
settlement where law firm Cadwalader Wickersham & Taft LLP is
paying Ocala $125,000 and giving up a claim for more than $1.6
million.  New York-based Cadwalader had been Taylor Bean's lawyers
before bankruptcy.  Although listing Cadwalader as being owed
$1.6 million for legal services, Ocala said it might have claims
against the firm for work before bankruptcy.  Deciding that claims
against the firm "would be difficult to prove," Ocala decided to
settle.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


ORCAL GEOTHERMAL: Fitch Lowers Rating on $165MM Sr. Notes to 'BB'
-----------------------------------------------------------------
Fitch Ratings has downgraded the rating on $165 million ($76.5
million outstanding) senior notes due 2020 of OrCal Geothermal LLC
to 'BB' from 'BBB-'. The ratings downgrade reflects OrCal's
exposure to depressed Short Run Avoided Cost (SRAC) energy prices
through debt maturity, and revenue contract renewal risk for 50%
of capacity after 2015.

The Rating Outlook has been revised to Negative from Stable
reflecting uncertainty regarding achievement of production
increases and contract prices that must be realized to maintain
debt service coverage consistent with the current rating.

KEY RATING DRIVERS

-- Revenue Contract Prices Uncertain: Energy revenues are
materially exposed to variable SRAC pricing and negatively
impacted by SRAC's correlation with natural gas prices.
Uncertainty about new contract prices for 50% of capacity after
2015 and potentially low SRAC prices for 33% of capacity through
maturity significantly weaken the revenue profile.

-- Output Requires Active Management: OrCal continues to actively
manage the geothermal resource. However, increases in output in
2012 were adversely affected by delays in installation of new
wells and equipment. Planned capacity increases expected by 2014
are likely to occur.

-- Expenses Remain Stable: Total expense reductions have benefited
the project since 2010, and are expected to be sustained.

-- Projected Metrics Below Investment Grade: Fitch calculated debt
service coverage of 1.31x was well below Fitch's projections of
1.70x in 2012. Under the Fitch rating case, the debt service
coverage ratios (DSCRs) average 1.35x with a minimum of 1.20x
through 2020, which is not consistent with an investment grade
rating for a partially contracted thermal project that is subject
to substantial price risk, and the inability to absorb modest cost
stresses.

RATING SENSITIVITIES

-- Failure to realize production increases by 2014, as projected
   and funded by the sponsor.

-- Natural gas prices below current Fitch forecasts.

-- Operating cost profile materially different from current
   levels.

-- Material reduction in exposure to variable energy pricing.

SECURITY

The senior notes are collateralized by a first priority lien on
the accounts, revenues, project agreements, real and personal
property or OrCal, and all the equity interests in the project.

CREDIT UPDATE

As anticipated, 85% of OrCal's energy revenues converted to
variable SRAC pricing when fixed rates under contract ended in May
2012. Based on SRAC's correlation with natural gas prices, the
current and persistent low-priced gas environment has considerably
impacted existing and forecasted revenues.

Fitch considers the risk low that the project would not sign a new
revenue contract to replace the contract expiring in 2015 based on
the demand for renewable base-load power in California. However,
there is uncertainty about new contract prices. As a result, Fitch
assumes a minimum contract price for this production through debt
maturity.

A surviving SRAC contract through debt maturity for 33% of output
capacity weakens the revenue profile. Fitch stressed the variable
pricing under this contract to simulate sustained low natural gas
prices through 2020 under the rating case.

Recent declines in production performance in 2012 also highlight
OrCal's output variability. A major capital improvement plan at
Heber 1, slated for 2012 and unexpectedly delayed, was a major
contributor to availability declines at the plant. The remainder
of the capital plan for Heber 1 is expected to occur in 2014, a
year behind schedule. Fitch believes the improvements could boost
capacity.

Favorably, funding for the capital plan comes from the sponsor,
Ormat Nevada, Inc., under a subordinated loan agreement that Fitch
considers comparable to equity contributions. Therefore, funding
for capital enhancements does not reduce cash available for debt
service.

The rating case also includes gas hedges that provide a floor on
SRAC prices through 2015. Thereafter, Fitch uses the agency's low
gas price deck to determine SRAC prices through maturity,
reflecting gas below $4.50 per MMBTU. As discussed, Fitch assumes
a minimum price under a new revenue contract after 2015 for 50% of
capacity through debt maturity, and excludes a cost stress that
would further erode margins. Under the Fitch rating case, the
DSCRs average 1.35x through 2020, which is not consistent with an
investment-grade rating.

OrCal is a special-purpose company created to acquire the Heber 1
and Heber 2 geothermal power facilities (the Heber power plants)
located in Imperial County, CA. The Heber power plants sell
electric energy and capacity to Southern California Edison (SCE;
'A-' / Stable) under two separate Standard Offer No. 4 PPAs
expiring 2015 and 2023.

OrCal also owns the Gould 1 and Gould 2 plants which consist of a
series of upgrades designed to enhance production and operating
efficiency at the Heber power plants. The Heber South power plant,
which became operational in 2008, supplies energy to Southern
California Public Power Authority ('A'/Outlook Stable) under a
separate fixed-price PPA.

OrCal is jointly owned by a tax-equity investor and Ormat Nevada
Inc. Ormat Nevada is a subsidiary of Ormat Technologies, Inc., a
vertically integrated owner and developer of geothermal and other
recovered energy projects.


OVERSEAS SHIPHOLDING: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Affiliates of Overseas Shipholding Group, Inc., filed with the
U.S. Bankruptcy Court for the District of Delaware schedules of
assets and liabilities.

Lead debtor Overseas Shipholding Group, Inc., disclosed
$1,788,825,473 in assets and $2,052,881,743 in liabilities as of
the Chapter 11 filing.

The affiliates disclosed:

   Company                                 Assets   Liabilities
   -------                                 ------   -----------
Africa Tanker Corporation            $495,073,385       $57,092
1372 Tanker Corporation                72,102,971   $75,396,775
Amalia Product Corporation            $63,766,541    $6,324,961
Batangas Tanker Corporation           $59,863,038   $59,763,038
Aurora Shipping Corporation           $56,068,937    $6,460,370
Andromar Limited                      $53,013,110   $36,563,930
Antigmar Limited                      $52,284,508   $37,730,794
Atalmar Limited                       $51,089,316   $10,044,501
Ambermar Product Carrier Corporation  $45,928,815   $17,413,174
Overseas Anacortes LLC                $45,245,889   $35,710,333
Athens Product Tanker Corporation     $43,930,296   $42,788,281
Alcmar Limited                        $43,917,256   $27,877,535
Ariadmar Limited                      $42,697,240   $28,159,220
Overseas Boston LLC                   $42,665,879   $36,092,219
Alcesmar Limited                      $41,357,960   $27,005,998
OSG Courageous LLC                    $32,340,650   $17,212,674
Brooklyn Product Tanker Corporation   $28,806,954   $48,010,326
Atlas Chartering Corporation          $23,916,176   $25,745,958
Aquarius Tanker Corporation           $22,146,322   $23,008,821
Alpha Suezmax Corporation             $14,781,050   $29,619,953
Beta Aframax Corporation              $11,345,101   $15,770,789
Aqua Tanker Corporation                $5,485,700    $1,996,670
Aspro Tanker Corporation               $2,129,744    $1,193,258
Ambermar Tanker Corporation            $1,956,093      $839,777
Avila Tanker Corporation               $1,610,580    $1,208,231
Alpha Tanker Corporation                 $706,919      $146,597
Overseas Allegiance Corporation            $2,381        $2,142

Copies of the schedules of the five affiliates with largest assets
are available at:

http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_africa_sal.pdf
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_amalia_sal.pdf
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_andromar_sal.pdf
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_aurora_sal.pdf
http://bankrupt.com/misc/OVERSEAS_SHIPHOLDING_batangas_sal.pdf

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.




OVERSEAS SHIPHOLDING: Has Until Aug. 2 to File Plan
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period by which Overseas Shipholding Group, Inc., and its
debtor affiliates have exclusive right to file a plan of
reorganization until Aug. 2, 2013, and the period by which they
have exclusive right to solicit acceptances of that plan until
Oct. 1, 2013.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Moves to Dump Wilbur Ross Vessels
-------------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports Overseas
Shipholding Group is looking taking advantage of its November
bankruptcy filing to dump more than a half a dozen money-losing
charter deals for tankers owned by Wilbur Ross's Diamond S
Shipping Co.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PALI HOLDINGS: Co-Founder Targets Jenner & Block Over Fraud
-----------------------------------------------------------
Pete Brush of BankruptcyLaw360 reported that the co-founder of
bankrupt trading and financial advisory boutique Pali Holdings
Inc. filed a notice of intent Thursday to sue Jenner & Block LLP
for fraud related to the law firm's representation of a business
rival and its subsequent role as counsel for Pali.

The report related that Pali co-founder Bradley Reifler's filing
says he will sue the firm and two of its partners, Richard E. Levy
and Ross B. Bricker, for fraud and aiding and abetting breaches of
fiduciary duty to Pali creditors.

                       About Pali Holdings

Pali Holdings Inc. is a New York-based broker dealer.  It filed
for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-11727) on
April 1, 2010.  Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in
New York, serves as counsel.  The Debtor disclosed $716,257 in
assets and $31,764,247 debts in its schedules.

Pali Holdings filed for bankruptcy protection after failing to
sell its New York-based securities brokerage, Pali Capital Inc.


PATTERSON PARK: Fitch Lowers Ratings on $13.53 Bonds to 'BB+'
-------------------------------------------------------------
Fitch Ratings downgrades to 'BB+' from 'BBB' and removes from
Rating Watch Negative the rating for $13.535 million bonds issued
by the Maryland Health and Higher Educational Facilities
Authority.  The bonds were issued on behalf of the Patterson Park
Public Charter School.

The Rating Outlook is Stable.

SECURITY

The revenue bonds are a general obligation of PPPCS and secured by
a first mortgage on the school's facilities. A cash-funded debt
service reserve (DSR) provides further security.

KEY RATING DRIVERS

FINANCIAL METRICS DRIVE DOWNGRADE: Financial and debt profile
metrics for PPPCS are considered speculative grade per Fitch's
recently updated charter school rating criteria. PPPCS's operating
results are anticipated to remain below break-even on a GAAP basis
going forward.

EXPECTED STABILITY UNDERPINS RATING: PPPCS has demonstrated
consistent coverage of transaction maximum annual debt service
(TMADS) at or above 1.1x. PPPCS has also seen very strong demand
which supports the stability of the school's primary revenue-
driver, per pupil funding. Importantly, Fitch notes that
enrollment growth is not required to achieve 1x coverage of the
TMADS obligation.

LIMITED FLEXIBILITY: Fitch notes that PPPCS demonstrates a limited
amount of financial flexibility to manage unexpected revenue or
expense fluctuations, in part due to the unionization of its
instructional faculty. Though operations are expected to allow for
growth in PPPCS' currently modest balance sheet resources,
flexibility will likely remain narrow.

RATING SENSITIVITES

MARGIN DETERIORATION: A decline in PPPCS' operating margin to a
level that causes TMADS coverage to fall below 1.1x or causes any
depletion of available funds (defined by Fitch as cash and
investments not permanently restricted) would result in negative
rating action.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

SPECULATIVE GRADE FINANCIAL PROFILE

The 'BB+' rating primarily reflects the below investment grade
characteristics of PPPCS' financial profile. After averaging 9.8%
from fiscal 2008 to fiscal 2011, PPPCS' operating margin dropped
to -3.1% in fiscal 2012. The primary driver of the negative
performance was a 69.1% increase in depreciation expense in fiscal
2012 associated with the bond-financed facility expansion.
Management does not fully budget for depreciation expense. As a
result, performance is expected to remain below break-even for the
near term.

PPPCS' management indicated that their budgeting practices are
based on the covenanted requirement to maintain 1.1x debt service
coverage. This calculation, as defined in the bond documents,
excludes all non-cash expenses including depreciation.

Importantly, PPPCS' current budgeting method does allow for the
generation of adequate coverage of the school's annual TMADS
obligation. TMADS of $941,000 represents the approximate annual
debt-related costs associated with the series 2010 bonds. PPPCS
has generated average coverage of 1.1x over the past five fiscal
years. TMADS dropped below 1x only in fiscal 2010 (to 0.7x), when
the bonds were issued to refinance an existing obligation. The
TMADS obligation represents a high 12.1% of fiscal 2012 operating
revenues. That said, it remains well below the 15% that Fitch
considers to be the limit for investment grade credits.

Balance sheet resources provide only modest additional financial
flexibility. Available funds, defined by Fitch as cash and
investments not permanently restricted, totaled $1.1 million in
fiscal 2012. This amount represented 13.5% of fiscal 2012
operating expenses ($8 million) and 7.9% of total outstanding debt
($13.7 million). While this does provide some cushion, available
funds are inadequate to fund debt service for any length of time.

PROGRAMMATIC DEMAND ANCHORS BUDGET

Like most charter schools, PPPCS is heavily reliant on per pupil
funding to support its annual operating budget. In fiscal 2012,
these student-generated revenues provided 89.7% of total operating
revenues. This was just below the average of 92.1% that
characterized the period from fiscal 2008 to fiscal 2012. The lack
of diversified revenue streams heightens the importance of
maintaining adequate enrollment to ensure stable to increasing
revenues over time.

Pressured state funding in recent years led PPPCS to increase
enrollment past the originally anticipated 585 students to 625
students in fall 2012 to maintain growth in annual revenues.
Management indicates that expansion of up to 50 additional
students in K-8 would be allowed under the existing charter. The
facility could accommodate up to 75 additional students. However,
growth of this magnitude would require approval from PPPCS's
authorizer, Baltimore City Public Schools (BCPS).

Actual per pupil funding for fiscal 2013 was higher than budgeted
(approximately $9,192 per student versus $9,007). While Maryland's
state budget is not yet finalized for fiscal 2014, Fitch would
view an increase in per pupil funding favorably as it would
improve operational flexibility.

Fitch notes that PPPCS' operational flexibility is currently more
limited than many other charter schools. This is because its
instructional faculty, employed by BCPS, is unionized. As salaries
and benefits typically comprise the majority of operating
expenses, Fitch views this as a significant limitation.

PPPCS's budgetary stability has historically benefited from strong
demand for programs regardless of the state funding environment.
PPPCS enrolls the bulk of its students in pre-kindergarten and
kindergarten. For fall 2012, PPPCS received 178 applications for
just 21 pre-kindergarten openings and 144 applications for 75
additional kindergarten openings. Management reports that
attrition was below 10% for fall 2012. Fitch views high retention
favorably as it indicates satisfaction with the academic program
and limits reliance on the wait list, which can vary in strength
from year to year.

PPPCS opened in 2005 in a former Catholic school located just
north of Patterson Park in Baltimore, MD. PPPCS opened its
expanded facilities to students in fall 2011. Since receiving an
initial three-year charter in 2005, PPPCS has received two five-
year charter renewals from Baltimore City Public Schools. The most
recent renewal was announced in February 2013.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


PENSON WORLDWIDE: To Auction Nexa Technologies on March 22
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Penson Worldwide Inc. will sell the Nexa Technologies
Inc. data products business for $10.5 million to Federation des
Caisses Desjardins du Quebec unless there's a better offer at a
March 22 auction.

According to the report, the bankruptcy court in Delaware approved
auction and sale procedures last week.  Competing bids are due
March 20. A hearing to approve sale will take place March 26.

The Nexa business generated revenue of $14.2 million in 2011 and
is Penson's only remaining operating business.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PHOENIX COS: S&P Puts 'B-' CCR on Creditwatch Negative
------------------------------------------------------
Standard & Poor's Rating Services said that it placed its 'B-'
long-term counterparty credit rating on The Phoenix Cos. Inc.
(PNX) on CreditWatch with negative implications.

PHL Variable Insurance Co.(PHLVIC), a subsidiary of PNX, issued an
8-K SEC filing indicating the company will not be able to complete
its previously announced restatement or file its delayed Form 10-Q
for the period ended Sept. 30, 2012, by the date the SEC requires
its Form 10-K for the year ended Dec. 31, 2012.

"The CreditWatch listing reflects our view that the potential for
PNX not being able to complete its restatement and to delay its
filing has increased," said Standard & Poor's credit analyst
Patrick Wong.  This is a change from S&P's previous assumption, as
it had expected PNX to be able to file all its financial
statements with the SEC on a timely basis with no further risk of
breaching a reporting covenant when S&P revised the outlook to
stable in January 2013.  In addition, S&P views the risk
associated with the breach of that covenant on its 7.45% quarterly
interest bond due 2032 as a result of this delay.  The covenant
requires the company to provide its filed financial statements to
the trustees by March 31, 2013.  Failure to remedy the breach of
covenant within 60 days of notice from the trustee would onstitute
an event of default.  This would allow the holders of not less
than 25% in aggregate principal amount of the outstanding bonds to
declare the principal amount of all of the bonds to be due and
payable immediately.  This could hurt the liquidity, capital, and
financial flexibility of both the operating and holding companies.

S&P views this primarily as a holding company issue because the
operating company continues to perform within S&P's rating
expectations.  As of year-end 2012, Phoenix Life Insurance Co. had
$794 million of capital and surplus, net income of $156 million,
and a dividend capacity of about $79 million.

The CreditWatch indicates that S&P will monitor the situation
closely and actively communicate with PNX management to understand
their plans.  S&P could lower the rating if it believes it is
increasingly unlikely that PNX will meet its filing deadline and
if it seems unable to remedy the potential breach of covenant.  On
the other hand, S&P may resolve the CreditWatch and affirm the
ratings if PNX files its 10-K before the SEC filing deadline.


PICACHO HILLS UTILITY: Files for Chapter 11 in Albuquerque
----------------------------------------------------------
Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D.N.M. Case No. 13-10742) on March 8, 2013, in
Albuquerque, New Mexico, on March 7, 2013.

The Debtor immediately filed an application to employ William F.
Davis & Associates, P.C., as attorneys to represent the Debtor in
the bankruptcy case.

The Debtor proposes to pay the firm's attorneys at the hourly rate
of:

     $300 for William F. Davis, Esq.,
     $250 for Anne D. Goodman, Esq.,
     $200 for Andrea D. Steiling, Esq.,
     $200 for Vashti A. Lowe, Esq.,
     $175 for Nephi D. Hardman, Esq.,
      $95 for senior paralegal time,

plus costs, expenses and applicable taxes.

According to the docket, the Debtor's exclusive period to propose
a Chapter 11 plan ends Sept. 3, 2013.


PICACHO HILLS UTILITY: Sec. 341 Creditors' Meeting on April 4
-------------------------------------------------------------
There's a meeting of creditors of Picacho Hills Utility Company,
Inc., on April 4, 2013, at 9:30 a.m.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a bankrupt company's representative under oath about its
financial affairs and operations that would be of interest to the
general body of creditors.

According to the notice, the deadline to file a complaint to
determine dischargeability of certain debts under 11 U.S.C.
Section 523(c) is on June 3, 2013.

                    About Picacho Hills Utility

Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D. N.M. Case No. 13-10742) on March 7, 2013.  The Debtor
is represented by William F. Davis & Associates, P.C.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.


PICACHO HILLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Picacho Hills Utility Company, Inc. Domestic Profit
        P.O. Box 250
        Fairacres, NM 88033

Bankruptcy Case No.: 13-10742

Chapter 11 Petition Date: March 7, 2013

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: David T. Thuma

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  E-mail: daviswf@nmbankruptcy.com

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

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

The petition was signed by Stephen C. Blanco, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Blanco Development LLC    Loan                   $209,475
c/o Benjamin Silva, Esq.
Silva & Gonzales PC
P.O. Box 100
Albuquerque NM
87103-0100

Esparza Hydrology &       Consulting             $80,000
Associates
P.O. Box 3932
Albuquerque, NM
87190

Alex Chisholm, Esq.       Legal Services         $64,500
P.O. Box 4455
Albuquerque, NM
87196

New Mexico Public         Judgment               $50,000
Regulation Commission

Peter J. Gould            Legal Services         $50,000

Peter Shoenfeld, PA       Legal Services         $20,000

Tyr Loranger, Esq.        Legal Services         $20,000

Robert Martin             Receiver               $10,000

Resurrection Mining LLC   Loan                   $10,000

Randy Travis, CPA         Accounting Services    $8,435

Dona Ana County           Property Taxes         $2,000
Treasurer

Trumm Engineering         Consulting             $1,000

Telstar Networks          Phone Service          $600
Answering Services

El Paso Times             Advertising            $250

Univar                    Vendor                 $100

Bright View Land Co.      Litigation             $1

Picacho Hills             Litigaion              $1
Development Co.

Allstate Insurance Co.    Litigation             $1

Laurie Burke              Litigation             $1

Barbara Dee Blanco        Litigation             $1


PINELLAS COUNTY: Fitch Lowers Revenue Bond Ratings to 'BB'
----------------------------------------------------------
Fitch Ratings has downgraded to 'BB' from 'BBB-' and removed from
Rating Watch Negative the following series of bonds issued by the
Pinellas County Educational Facilities Authority:

-- $8,670,000 revenue bonds series 2011A;
-- $160,000 revenue bonds series 2011B (taxable).

The bonds are issued on behalf of Pinellas Preparatory Academy,
Inc.  The Rating Outlook is Stable.

SECURITY

The bonds are a general obligation of PPA Inc., which operates
Pinellas Preparatory Academy, a charter school serving grades 4-8,
and Pinellas Primary Academy, a charter school serving grades K-3.
The bonds are further secured by a first mortgage lien over the
facility in which the schools are co-located, along with a cash-
funded debt service reserve.

KEY RATING DRIVERS

LIMITED HISTORY OF PPA JR.: The downgrade reflects the fact that
PPA Jr. opened in 2011 and consistent with Fitch's revised
criteria, schools with limited operating histories present
substantial credit risk and are not included when calculating debt
service coverage in pooled transactions. PPA alone is unable to
fully cover transaction maximum annual debt service (TMADS) for
the series 2011 bonds.

STABLE OPERATIONS: PPA's 10-year operating history, with multiple
charter renewals; track record of enrollment growth, coupled with
strong demand to date for PPA Jr.; and historically positive
operating results, partially offset the aforementioned concerns
and underpin the 'BB' rating.

IMPROVING FUNDING ENVIRONMENT: Funding cuts to public K-12
education pressured the schools' operations in fiscal 2012.
However, funding stabilized somewhat in fiscal 2013 with a modest
2% increase.

STANDARD SECTOR CONCERNS: Additional credit concerns include
revenue concentration, weak balance sheet liquidity and a high
debt burden, all of which are characteristic of charter schools.

RATING SENSITIVITIES

SUCCESSFUL ACHIEVMENT OF FINANCIAL METRICS: PPA's achievement of
certain financial metrics on its own merit, principally TMADS
coverage; or on a combined basis once PPA Jr. reaches five years
of audited operating history with at least one charter renewal,
will likely result in upward rating pressure. PPA Jr.'s current
charter contract expires in 2016.

CHARTER RELATED CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

PPA is unable to cover the carrying charges on the series 2011
bonds with current financial resources despite a track record of
enrollment growth, solid academic performance and operating
surpluses. PPA's fiscal 2012 net income available for debt service
totaled $510,000 and covered TMADS ($738,000) by only 0.7 times
(x). Under Fitch's charter school rating criteria (revised Sept.
19, 2012) a school having less than five years of audited
operating history and no charter renewal is excluded from this
calculation in pooled transactions.

While PPA Jr. has experienced strong demand to date and benefits
from its affiliation with PPA, it has only completed one full
academic year thus far (2011-2012) and is operating under its
initial charter granted in 2011. Even when incorporating PPA Jr.
into the debt service calculation, TMADS coverage improved only
marginally to 0.8x for fiscal 2012.

The schools' debt burden is high. TMADS consumes a high 16% of the
schools' combined fiscal 2012 operating revenues ($4.6 million).
Total debt outstanding of approximately $8.8 million also
represents a high 14.9x of combined net income available for debt
service ($594,000). While high leverage ratios are not uncommon
for the charter school sector, Fitch views a debt burden between
15%-20% and TMADS coverage of under 1x as speculative grade credit
attributes.

Fitch notes as a credit strength PPA's 10-year operating history,
with multiple charter renewals and solid demand trends and
academic performance; coupled with a track record of operating
surpluses. The schools also maintain a positive working
relationship with their authorizer, the Pinellas County School
Board (PCSB). PPA's charter was renewed for the third time by PCSB
in 2010 for a period of 15 years. PCSB granted PPA Jr. an initial,
five-year charter in 2011. Fitch views the schools' authorizer
relationship and PPA's 15-year charter term (the longest term
granted by PCSB) as a credit positive. This partially mitigates
charter renewal risk. PPA continues to receive a letter grade of
'A' from the Florida Department of Education.

PPA currently enrolls 437 students in grades 4-8. Enrollment is
capped at 440 students per its charter so Fitch expects enrollment
levels to remain generally stable. Demand has been strong to date
for PPA Jr., with 323 students enrolled in grades K-3. Enrollment
is up from 287 students in 2011-2012 and is ahead of initial
projection provided to Fitch of 246 students by 2012-2013. The
schools also maintain an actively managed waiting list. A total of
485 students were wait-listed as of October 2012; 266 for PPA and
219 for PPA Jr. Fitch views the schools' nearly full enrollment
and sizeable wait lists as reflective of the community need and
demand for its programs.

PPA's operating margin dipped to 1.5% in fiscal 2012 from 3% the
prior year due largely to a 10% cut in state funding for the 2011-
2012 academic year (state of Florida general obligation bonds
rated 'AAA' with a Negative Outlook by Fitch). Fitch views
positively PPA's ability to generate a surplus despite the cuts as
well as its demonstrated ability to average over 2% margins from
fiscal 2008 to 2012. PPA Jr, like many new schools, generated a
deficit for its first year of audited results in fiscal 2012 which
yielded a negative 1.7% operating margin on a combined basis.
Fitch believes the 2% funding increase and continued, modest
enrollment growth at PPA Jr. should result in improved operating
performance in fiscal 2013.

Fitch views continued enrollment stability and breakeven to
positive operations critical as the schools' balance sheet
resources provide little financial flexibility. On a combined
basis, available funds (cash and investments not restricted)
totaled just $361,000 as of June 30, 2012, covering fiscal 2012
operating expenses ($4.7 million) and debt ($8.8 million) by a
very low 7.7% and 4.2% respectively. Following the renovation of
the facility in 2011, the schools' have no more material capital
or borrowing needs.

Fitch's actions are the result of its completed charter school
industry-wide review, which commenced September of last year when
Fitch placed all of its rated schools on Rating Watch Negative.


PINNACLE AIRLINES: Wins Court Approval of Plan Outline
------------------------------------------------------
Pinnacle Airlines Corp. is now a step closer to emerging from
Chapter 11 protection after getting a bankruptcy judge's approval
of the disclosure statement for its proposed plan.

U.S. Bankruptcy Judge Robert Gerber approved on March 7 the plan
outline, whereby Pinnacle Airlines will become a wholly-owned
subsidiary of Delta Air Lines Inc.

The bankruptcy judge also authorized Pinnacle to begin the
solicitation of votes from creditors.  The company needs to
obtain a majority of votes accepting the plan and a court order
confirming the plan to finally emerge from bankruptcy.

Creditors entitled to vote have until April 10 to cast their
ballots.  They are required to follow a process governing
the solicitation of votes, which Judge Gerber also approved in his
March 7 order.

A court hearing to consider confirmation of the plan is set April
17.  Objections are due by April 10.

The proposed plan was laid out in an agreement among Delta,
Pinnacle, and the creditors' committee announced on Jan. 3.  After
bankruptcy, Pinnacle will continue as a feeder airline for
Atlanta-based Delta operating 81 regional jets with 76 seats.
Currently, Pinnacle is operating about 190 regional jets for
Delta, mostly the 50-seat variety.

Under the plan, secured creditors will be paid in full while union
and unsecured creditors will recover less than 1% on claims.  A
trust will be created for general unsecured claims, according to
the plan outline.

A copy of the plan outline and Judge Gerber's March 7 order is
available for free at:

   http://bankrupt.com/misc/Pinnacle_DS030713.pdf
   http://bankrupt.com/misc/Pinnacle_OrderDS.pdf

                        Crash Victims

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that approval of the Disclosure Statement was unopposed
after Pinnacle Airlines resolved all objections to disclosure
materials.

The disclosure statement tells unsecured creditors and unions they
will recover less than 1 percent on claims totaling $560 million
or more.

Mr. Rochelle notes that the recovery could be reduced even more
depending on the outcome of claims arising from the crash of
Colgan Air Inc. flight 3407, which went down during in an ice
storm near Clarence Center, New York, on Feb. 12, 2009.  Families
of victims filed claims for $900 million and say they are entitled
to punitive damages.

According to the report, the U.S. Court of Appeals ruled last week
that claims against Pinnacle won't include reimbursements to local
government for expenses responding to the crash and ensuing
cleanup.  The appeals court relied on New York state law saying
that "public expenditures made in performance of governmental
functions are not recoverable."

The appeals court upheld dismissal of the suit, saying that costs
can't be assessed against someone "whose negligence creates the
need for the services."  Were it otherwise, someone who
negligently set a home afire would be required to reimburse the
locality.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


PLAZA RESORT: Suit vs. Perimetro Stays in Bankruptcy Court
----------------------------------------------------------
District Judge Francisco A. Besosa denied a motion to withdraw
reference of the adversary proceeding captioned SCOTIABANK DE
PUERTO RICO, Plaintiff, v. PERIMETRO PROPERTIES, INC., Defendant,
Civil No. 12-1457 (FAB) (D.P.R.).

Scotiabank holds a first mortgage on the property of The Plaza
Resort at Palmas, Inc., which filed for bankruptcy protection on
Nov. 20, 2011, in the U.S. Bankruptcy Court for the District of
Puerto Rico.  At that time, the Debtor listed all of the timeshare
owners as secured creditors under Schedule D.  R-G Premier Bank of
Puerto Rico filed a proof of secured claim, which was subsequently
transferred to plaintiff Scotiabank.

The Debtor's principals own Perimetro.  Scotiabank filed its
adversary complaint seeking a declaratory judgment that Perimetro
"is not a secured creditor and may not benefit from the
subordination clause in [Mortgage] Deed No. 9."  The
"subordination clause" indicated that Scotiabank would be required
to honor the timeshare holders' personal and contractual rights to
enjoy the facilities, "provided that they acquired their timeshare
rights in the ordinary course" of business.

Perimetro subsequently asked the District Court to withdraw
reference of the adversary complaint from the bankruptcy court.

On review, Judge Besosa held that the issue in controvery is a
"core" bankruptcy issue.  Determination "of the validity, extent,
or priority of liens" is specifically one of the issues Congress
listed a "core" bankruptcy issue, the District Court cites.  The
district judge also holds that the core bankruptcy issue does not
carry a right to trial by jury.

Lastly, Judge Besosa said "uniformity in bankruptcy administration
weighs in favor of denying the withdrawal of the reference because
the bankruptcy court is much more familiar with the process of
determining lienholder priority."

The matter is referred back to the Bankruptcy Court for further
proceedings, Judge Besosa said.

A copy of the District Court's March 5, 2013 Opinion and Order is
available for free at http://is.gd/YwY9XMfrom Leagle.com.


PMI GROUP: Files 7th Request to Extend Exclusive Periods
--------------------------------------------------------
The PMI Group, Inc., filed its seventh motion asking the U.S.
Bankruptcy Court for the District of Delaware to further extend
its exclusive plan filing period to May 23, 2013, and exclusive
plan solicitation period until July 23.

Although the Bankruptcy Code only permits an extension of a
debtor's exclusive plan filing period to 18 months after the
commencement of the Chapter 11 case, the Debtor asserts that it
still needs the additional time to negotiate a plan of
reorganization as it has been preoccupied with implementing a
settlement of the issues outstanding in the adversary proceeding
relating to net operating losses and income tax credits.

                      About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


POINTE PARKWAY: Case Summary & 17 Unsecured Creditors
-----------------------------------------------------
Debtor: Pointe Parkway LLC
        c/o Mr. Howard Workman
        736 Johnson Ferry Road, Suite C-230
        Marietta, GA 30068

Bankruptcy Case No.: 13-55084

Chapter 11 Petition Date: March 7, 2013

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

Judge: Barbara Ellis-Monro

Debtor's Counsel: Anna Mari Humnicky, Esq.
                  Garrett H. Nye, Esq.
                  Gus H. Small, Esq.
                  COHEN POLLOCK MERLIN & SMALL, P.C.
                  Suite 1600
                  3350 Riverwood Parkway
                  Atlanta, GA 30339
                  Tel: (770) 857-4770
                  Fax: (770) 763-3168
                  E-mail: ahumnicky@cpmas.com
                          gnye@cpmas.com
                          gsmall@cpmas.com

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

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

A copy of the Company's list of its 17 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ganb13-55084.pdf

The petition was signed by Howard B. Workman, manager.


POWERWAVE TECHNOLOGIES: Committee Seeks to Hire Advisors
--------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Powerwave Technologies Inc. seeks permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain:

   -- Sidley Austain LLP (contact: Brian J. Lohan, Esq.), as co-
counsel, to be paid an hourly rate ranging from $200 to $875;

   -- Young Conaway Stargatt & Taylor LLP (contact: M. Blake
Cleary, Esq.) as co-counsel, to be paid the following hourly
rates: $405 to $880 for partners, $255 to $385 for associates, and
$45 to $220 for paralegals and administrative staff; and

   -- Zolfo Cooper, LLC (contact: David MacGreevey), as bankruptcy
consultants and financial advisors to be paid a $75,000 monthly
fee, plus a transaction fee that is equal to 2% of the amount by
which the total value of a transaction exceeds $40 million, capped
at $90 million.  A transaction could mean the sale of the Debtor's
equity in subsidiaries, net operating losses, or assets;
assumption of the Debtor's liabilities; reorganization or
liquidation; or the entry of any post-plan trust agreement.

The firms assure the Court that they are each 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
Committee's.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.


POWERWAVE TECHNOLOGIES: Schedules Reveal $68M Assets, $350M Debts
-----------------------------------------------------------------
Powerwave Technologies, Inc., delivered to the United States
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities disclosing:

A. Real Property                                         $0
B. Personal Property                             68,064,122

   TOTAL SCHEDULED ASSETS                       $68,064,122
   ========================================================

C. Property Claimed as Exempt                            $0
D. Creditors Holding Secured Claims             $30,000,000
E. Creditors Holding Unsecured Priority Claims       $2,194
F. Creditors Holding Unsecured
      Non-priority Claims                      $320,490,094
G. Executory Contracts and Unexpired Leases               -
H. Codebtors                                              -
I. Current Income of Individual Debtor                  N/A
J. Current Expenditures of Individual Debtor            N/A

   TOTAL SCHEDULED LIABILITIES                 $350,492,288
   ===========================================================

Full-text copies of the Schedules, dated Feb. 27, are available
for free at http://bankrupt.com/misc/POWERWAVEsal.pdf

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.


PROPERTY EQUITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Property Equity Holding Corp
        1513 East 96th Street
        Brooklyn, NY 11236

Bankruptcy Case No.: 13-41278

Chapter 11 Petition Date: March 6, 2013

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

Judge: Nancy Hershey Lord

Debtor's Counsel: John Emefieh, Esq.
                  294 Atlantic Avenue
                  Brooklyn, NY 11201
                  Tel: (718) 624-5001
                  Fax: (718) 624-3085
                  E-mail: emefiehj@aol.com

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

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

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

The petition was signed by Jean M. Millien, president.


QUALITY HOME: Defendants Lose Summary Judgment Bid
--------------------------------------------------
Bankruptcy Judge Geraldine Mund ruled in favor of plaintiffs on a
summary judgment motion in the adversary complaint captioned as,
Golden State TD Investments, LLC, QHL Holdings, Fund Ten, LLC,
Marc Sobel, Ruth Ann Wundermann-Cooper, Plaintiff(s), v. Andrews
Kurth LLP, Jon L. Dalberg, Michael D. Jewesson Defendant(s), Adv.
Proc. No. 1:09-ap-01405-GM (Bankr. C.D. Cal.).

Quality Home Loans, Inc. (QHL), formed in 2001 by John and Kitty
Gaiser, was in the business of originating, servicing, buying and
selling sub-prime mortgages.  To fund its business, QHL formed the
plaintiffs in the adversary proceeding or the "Funds."  The Funds'
stated purposes were "to acquire, hold and liquidate promissory
notes secured by deeds of trust and mortgages to real property in
the United States of America, and to distribute to the Members the
Available Cash therefrom."  The Funds had no employees and were
managed by QHL.  In May and June 2007, QHL and the Funds entered
into three separate transactions: one with Silar Advisors, L.P.,
one with Pacificor, LLC and one with Bayview Financial, LP.
Andrews Kurth was special counsel to QHL and the Funds.

In the lawsuit, the Defendants seek summary judgment that the
Funds engaged in misconduct directly related to the Defendants'
alleged wrongdoing and thus, QHL's misconduct should be imputed to
the Funds (i) under principles of corporation and agency law and
(ii) as a matter of judicial estoppel.

In her ruling, Judge Mund said, "Both the 'adverse interest' and
'no authority to act' exceptions prevent imputation of QHL's
wrongful actions in the Transactions to the Funds for the purposes
of this summary judgment motion."

A copy of Judge Mund's March 6, 2013 Redacted Memorandum of
Opinion is available at http://is.gd/1rCDDmfrom Leagle.com.

                       About Quality Home Loans

Headquartered in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- was an equity lender.  The
Company and three of its affiliates filed for Chapter 11
protection in August 2007 (Bankr. C.D. Cal. Lead Case No.
07-13006).  Mike D. Neue, Esq., at Irell & Manella, L.L.P.,
represented the Debtors in their restructuring efforts.  Alan J
Friedman, Esq., at Irell & Manella, L.L.P., then represented David
Gould, the Chapter 11 Trustee.  Winston & Strawn LLP represented
the Official Committee of Unsecured Creditors.  Quality Home
estimated assets of $1 million to $100 million, and debts of more
than $100 million in its Chapter 11 petition.


R-G PREMIER: Ex-Execs Can't Duck FDIC's $417M Bank Collapse Suit
----------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that a federal judge
refused Thursday to dismiss the Federal Deposit Insurance Corp.'s
$417 million lawsuit against 19 former directors and officers of
Puerto Rico's R-G Premier Bank, who allegedly helped precipitate
one of the largest bank failures in the island's history.

The report related that U.S. District Judge Carmen Consuelo Cerezo
refused to dismiss the case in a series of brief orders, despite
the defendants' insistence that the FDIC's allegations were too
vague or that the regulator had waited too long to accuse the
directors and officers of negligently overseeing the bank.

                         About R-G Premier

R-G Premier Bank of Puerto Rico in Hato Rey, P.R., was closed on
April 30, 2010, by the Office of the Commissioner of Financial
Institutions of the Commonwealth of Puerto Rico, which appointed
the Federal Deposit Insurance Corporation as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Scotiabank de Puerto Rico of San Juan,
P.R., to assume all of the deposits of R-G Premier Bank of Puerto
Rico.


RADIAN GUARANTY: Unit Releases Delinquency Data for February
------------------------------------------------------------
Radian Guaranty Inc., the mortgage insurance subsidiary of Radian
Group Inc., on March 7 released data for primary mortgage
insurance delinquencies for February 2013.

The information regarding new delinquencies and cures is reported
to Radian from loan servicers.  The accuracy of these reports may
be affected by several factors, including the date on which the
report is generated and by the timing of servicing transfers.

                                                              February 2013
                                                              -------------
        Primary New Insurance Written ($ in billions)                 $3.29
        Beginning Primary Delinquent Inventory                       91,089
        (# of loans)
        ----------------------------------------------------  -------------
                                           New Delinquencies          5,478
        ----------------------------------------------------  -------------
                                                       Cures        (4,885)
        ----------------------------------------------------  -------------
                                                       Paids        (1,944)
        (including those charged to a deductible or captive)
        ----------------------------------------------------  -------------
                                     Rescissions and Denials           (24)
        ----------------------------------------------------  -------------
        Ending Primary Delinquent Inventory                          89,714
        (# of loans)
        ----------------------------------------------------  -------------

                        About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


RAPID-AMERICAN CORP: Files Chapter 11 to Deal With Asbestos Debt
----------------------------------------------------------------
Rapid-American Corp. filed for bankruptcy protection on March 8 in
Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) to deal with debt
related to asbestos personal-injury claims.

New York-based Rapid-American said in court filings that it was
formerly a holding company with subsidiaries primarily engaged in
retail sales and consumer products but it was never engaged in an
asbestos business of any kind.  But through a series of merger
transactions going back more than 45 years, Rapid has incurred
successor liability for personal injury claims arising from
plaintiffs' exposure to asbestos-containing products sold by The
Philip Carey Manufacturing Company -- Old Carey -- as that entity
existed prior to June 1, 1967.

Glen Alden, the predecessor of Rapid-American, previously owned
majority of the shares of Panacon Corp. but later sold its stock
in Panacon to Celotex Corp.  By its merger with Panacon, Celotex
assumed Old Carey's liabilities, according to court filings by the
Debtor.

Asbestos-related lawsuits against Rapid started in 1974.  Rapid
was indemnified by Celotex Corp. but Celotex sought Chapter 11
protection in October 1990.  After the bankruptcy filing, a
significant number of asbestos claims stemming from products of
Old Carey were asserted against Rapid.  The rate of new filings
against Rapid reached its peak in 2000, with more than 57,000
claims being asserted against Rapid in that year alone, bringing
the number of pending claims in 2000 to more than 188,500.

After 2000, however, due to a number of factors -- the most
important, it is believed, being the National Settlement Program
which Rapid instituted late that year, the number of new filings
against Rapid declined, as did the average amount paid to settle
cases.  Today Rapid is confronting 275,000 asbestos personal
injury claims.

Rapid is wholly dependent on insurance coverage to fund claim
settlements and the defense costs associated with the asbestos
litigation pending against it.  Rapid has $64 million of upper
level excess insurance with solvent insurers remaining.  It also
has a court-approved allowed claim of $5.4 million in The Home
liquidation proceeding, and has entered into a Notice of
Determination in the amount of $13 million with the New York
Liquation Bureau with respect to its claim in the Midland
insolvency proceeding, which NOD is currently being contested by
certain reinsurers.

"Recently, Rapid has experienced an increase in the number of
mesothelioma claims being filed against it and an increase in the
dollar amount sought to settle claims.  Although total claims
filed have declined in recent years, mesothelioma claims, which
generally result in higher settlement values, now represent
approximately 34% of newly filed claims against Rapid.  These
facts, together with Rapid's dwindling insurance assets have led
to this chapter 11 filing," Paul Weiner, director, vice president
and treasurer, explains in court filings.

"It is Rapid's objective to develop a plan of reorganization in
this case pursuant to section 524(g) of the Bankruptcy Code which
will equitably distribute Rapid's remaining insurance to current
and future asbestos claimants thereby providing the best and
fairest opportunity for all asbestos claimants to recover on their
claims."

On the first day of the case, the Debtor filed an application to
employ Logan & Company as claims agent and a request to file a
list of addresses of counsel for personal injury claimants in lieu
of the claimants' addresses.

The first day hearing is scheduled for March 12, 2013.

The Debtor estimated assets of at least $50 million and
liabilities of up to $500 million.


RAPID-AMERICAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Chapter 11 Debtor:  Rapid-American Corporation
                    c/o Paul Weiner, Vice-President
                    530 Fifth Avenue, 9th Floor
                    New York, NY 10036

Bankruptcy Case No: 13-10687

Chapter 11 Petition Date: March 8, 2013

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

Judge: Hon. Stuart M. Bernstein

Debtors' Counsel:  Chrystal Puleo
                   REED SMITH LLP
                   599 Lexington Avenue
                   New York, NY 10022
                   Tel: 212-231-2651
                   Fax: 212-521-5450
                   E-mail: cpuleo@reedsmith.com

Estimated Assets: $50 million to $100 million

Estimated Debts: Not declared

The petition was signed by Paul Weiner, Vice President of Rapid-
American Corporation.


RAPID-AMERICAN: List of 20 Law Firms Representing Asbestos Clients
------------------------------------------------------------------
Rapid-American Corporation filed together with its bankruptcy
petition a list of the 20 law firms that represent clients with,
collectively, the largest unpaid settlement amounts.  The Debtor
said the claimed amounts are contingent.

                                         Amounts owing
                                         on Settlements to
  Law Firm                               Law Firm's Clients
  --------                               ------------------
Baron & Budd                                 $2,618,660
3102 Oak Lawn Ave.,
Suite 1100
Dallas, TX 75219
Attn: Russell Budd
Tel: (214) 521-3605
Fax: (214) 520-1181
Email: rbudd@baronbudd.com

Silber Perlman                               $2,088,640
c/o Baron & Budd
3102 Oak Lawn Ave.,
Suite 1100
Dallas, TX 75219
Attn: Russell Budd
Tel: (214) 521-3605
Fax: (214) 520-1181

Goldberg, Persky & White, P.C.               $1,429,920
1030 5th Avenue, Third Floor
Pittsburgh, PA 15219
Attn: Theodore Goldberg
Tel: (412) 471-3980
Fax: (412) 471-8308
Email: tgoldberg@gpw.com

Reyes, O'Shea & Coloca, P.A.                   $862,240
345 Palermo Avenue
Coral Gables, FL 33134
Attn: Daniel F. O'Shea
Tel: (305) 374-8110
Fax: (305) 374-8112

Thornton & Naumes, LLP                         $649,120
100 Summer Street, 30th Floor
Boston, MA 02110
Attn: Michael Thornton
Tel: (888) 491-9726
Fax: (617) 720-2445
Email: mthornton@tenlaw.com

The Lipman Law Firm                            $638,240
5915 Ponce de Leon Blvd.,
Suite 44
Coral Gables, FL 33146
Attn: David Lipman
Tel: (305) 662-2600
Fax: (305) 667-3361
Email: dmlipman@aol.com

Terrell Hogan                                  $562,560
233 East Bay Street, Suite 804
Jacksonville, FL 32202
Attn: Wayne Hogan
Tel: (904) 722-2228
Fax: (904) 632-0549

Brayton Purcell, LLP                           $528,960
222 Rush Landing Road
Novato, CA 94948
Attn: Alan Brayton
Tel: (415) 898-1555
Fax: (415) 898-1247

Brent Coon and Associates                      $424,000
215 Orleans Street
Beaumont, TX 77701
Attn: Brent Coon
Tel: (409) 835-2666
Fax: (409) 833-4483

Law Offices of Peter G. Angelos                $430,920
100 N. Charles St.
Baltimore, MD 21201
Attn: Peter Angelos
Tel: (410) 649-2000
Fax: (410) 659-1780

Parker & Parks, LLP                            $264,160
1 Plaza Sq.
Port Arthur, TX 77642
Attn: Christopher Parks
Tel: (409) 985-8814

Goldenberg Heller                              $251,280
Antognoli & Rowland, P.C.
2227 South State Route 157
Edwardsville, IL 62025
Attn: Mark Goldberg
Tel: (618) 656-5150
Fax: (618) 656-6230
Email: mark@ghalaw.com

Rose, Klein & Marias, LLP                      $210,320
12800 Center Court Drive
Cerritos, CA 90703
Attn: Gregory Stamos
Tel: (562) 606-0348
Fax: (562) 436-6157
Email: g.stamos@rkmlaw.net

James Hession Law Office PLLC                  $187,200
202 N. Saginaw St.
St. Charles, MI 48655
Attn: James Hession
Tel: (989) 865-8298

Gori, Julian & Associates, P.C.                $186,320
156 North Main Street
Edwardsville, IL 62025
Attn: Randy Gori
Tel: (618) 659-9833
Fax: (618) 659-9834
Email: randy@gorijulianlaw.com

Early Lucarelli, Sweeney & Strauss             $176,400
360 Lexington Ave., 20th Floor
New York, NY 10017
Attn: James F. Early
Tel: (212) 986-2233
Fax: (212) 986-2255

James D. Burns                                 $172,000
0841 SW Gaines St., Unit 816
Portland, OR 97239-3101
Attn: James Burns
Tel: (503) 597-8891
Email: jimburnslaw@gmail.com

Anapol Schwartz                                $168,720
1710 Spruce Street
Philadelphia, PA 19103
Attn: Alan Schwartz
Tel: (215) 735-1130
Fax: (215) 875-7700
Email: aschwartz@anapolschwartz.com

Motley Rice, LLC                               $140,480
28 Bridgeside Blvd.
Mt. Pleasant, SC 29464
Attn: Joseph Rice
Tel: (843) 216-9000
Fax: (843) 216-9450
Email: jrice@motleyrice.com

Bergman Draper Ladenburg, PLLC                 $111,040
614 First Avenue, 4th Floor
Seattle, WA 98104
Attn: Matthew Bergman
Tel: (206) 957-9510
Fax: (206) 957-9549
Email: matt@bergmanlegal.com


RENAISSANCE CHARTER: Fitch Cuts Revenue Bonds Ratings to 'BB-'
--------------------------------------------------------------
Fitch Ratings has downgraded to 'BB-' from 'BB+' and removed from
Rating Watch Negative the rating on approximately $89.2 million in
outstanding revenue bonds, series 2011A/B, for the Florida
Development Finance Corporation.  The bonds are issued on behalf
of Renaissance Charter School, Inc.

The Rating Outlook is Stable.

SECURITY
-- Unrestricted revenues of the Financed Schools (defined below);
-- A cash-funded debt service reserve fund;
-- First liens on three of the financed facilities and a
    leasehold interest in the fourth.

The Financed Schools are: Hollywood Academy of Arts and Sciences,
Hollywood Academy of Arts and Sciences Middle School (both at the
Hollywood Facility), Duval Charter School at Baymeadows, Duval
Charter High School at Baymeadows (both at the Baymeadows
Facility), Renaissance Charter School at Coral Springs (at the
Coral Spring Facility), and the Homestead Facility with students
from Keys Gate Charter School and Keys Gate Charter High School.

KEY RATING DRIVERS

FINANCIAL METRICS DRIVE DOWNGRADE: Financial and debt profile
metrics for the transaction are low speculative grade under
Fitch's recently updated charter school rating criteria. The
Financed Schools are in the midst of enrollment ramp-ups, with the
majority opening within the past three years. The school generated
a substantial negative GAAP margin on a consolidated basis in
fiscal 2012, and did not cover Transaction Maximum Annual Debt
Service (TMADS). Importantly, if financial and enrollment trends
improve as projected, positive rating movement could be possible
over the next several years.

INITIAL GROWTH ON TRACK: Offsetting the substantial financial
risk, based on early fiscal 2013 counts, consolidated enrollment
growth at the Financed Schools exceeds the aggressive base case
projections for the second consecutive year. Fitch views this
performance positively. As such, Fitch believes the relatively
modest growth projections for fiscal 2014 and beyond are
attainable.

EXPERIENCED MANAGEMENT DRIVES SUCCESS: The Financed Schools
benefit from the experience and successful record of Charter
Schools USA (CSUSA), which serves as their education management
organization (EMO). CSUSA's EMO contracts are not coterminous with
final maturity of the bonds. Fitch views this as a credit risk
since the Financed Schools have virtually no management capability
absent CSUSA. The agency does anticipate regular renewals given
the schools' high reliance on CSUSA and its role in starting up
the schools.

BENEFICIAL LEGAL PROVISIONS: Bondholders benefit from structural
aspects of the transaction. This includes the consolidated revenue
pledge of the Financed Schools and subordination of operating
expenses along with CSUSA's management fees. Unrestricted revenues
of the Financed Schools flow monthly to the trustee, with initial
allocations to debt service;

RATING SENSITIVITIES

CONTINUED ALIGNMENT WITH PROJECTIONS: If enrollment growth
continues to meet or slightly exceed base case projections,
financial performance could improve sufficiently to support upward
rating movement within two years. That said, an investment grade
rating is highly unlikely until the Financed Schools have all
received at least one charter renewal.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

MEETING ENROLLMENT TARGETS

Combined enrollment at the Financed Schools of 4,857 (as of
October 2012) slightly exceeded the base case projection for
fiscal 2013 by 2.4%. Enrollment at all of the individual
facilities is on track to meet or exceed the base case projection
for the current year. Fiscal 2013 is the final year of projected
double-digit enrollment growth. Fitch believes the Financed
Schools will likely achieve their enrollment targets through the
initial forecast period (fiscal 2016).

WEAK FINANCIAL AND DEBT PROFILE

Despite the positive enrollment trends, Fitch views the financial
and debt profile metrics as low speculative grade. In fiscal 2012,
the first year all Financed Schools were open, the combined entity
(Renaissance Charter School, or RCS) generated a deeply negative
19.8% margin. Significant depreciation expense tied to the opening
of several new facilities was a major factor in the deficit. The
poor GAAP performance was in line with management's base case
projection, which forecasts continued operating deficits until
fiscal 2016.

Balance sheet resources were very light at the end of fiscal 2012,
with available funds covering just 8% of operating expenses and
2.5% of pro-forma debt. Fitch does not anticipate substantial
improvement in these ratios over the intermediate term.

Debt profile metrics for the transaction are also weak. On a
consolidated basis, the Financed Schools covered TMADS by a low
0.5 times (x) from audited fiscal 2012 net income available for
debt service as calculated by Fitch. The very high TMADS debt
burden (33.8%) and coverage of pro-forma debt by net income
available for operations (23x) are also low speculative-grade
characteristics.

MANAGEABLE RENEWAL RSK

Representatives from the chartering agencies for the Financed
Schools (Miami-Dade County Public Schools, Broward County Public
Schools, and Duval County Public Schools) all reported stable
working relationships with the Financed Schools they authorize.
There were no reports of unresolved issues, or potential
challenges to future charter renewals.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


RENAISSANCE CHARTER: Fitch Cuts Ratings on $68MM Bonds to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB' and removed from
Rating Watch Negative the rating on approximately $68 million in
outstanding revenue bonds, series 2010 A/B, for the Florida
Development Finance Corporation.  The bonds are issued on behalf
of Renaissance Charter School, Inc.:

The Rating Outlook is Stable.

SECURITY

-- Unrestricted revenues of the Financed Schools;
-- A cash-funded debt service reserve fund;
-- A partial debt service guarantee from Charter Schools USA;
-- First liens on four of the financed facilities and a leasehold
    interest in the fifth.

The Financed Schools are: Renaissance Elementary Charter School,
Renaissance Charter School of St. Lucie, Duval Charter School at
Arlington, North Broward Academy of Excellence, North Broward
Academy of Excellence Middle School (both at the North Broward
Facility), and the Keys Gate Dorm Facility with students from Keys
Gate K-8 Charter School.

KEY RATING DRIVERS

LIMITED HISTORY DRIVES DOWNGRADE: Excluding the newer schools, the
Financed Schools, with at least five years of audited operating
history and one charter renewal, are unable to fully cover
transaction maximum annual debt service (TMADS) for the series
2010 bonds. Such pooled transactions are now rated speculative
grade by Fitch because of the rating agency's view that schools
with limited operating histories present substantial credit risk.

OPERATING AND FINANCIAL STABILITY: The Financed Schools are
growing enrollment steadily, albeit slightly below the base case
enrollment projections. Over-performance at three of the schools
nearly offsets weaker growth at the two newest schools. The GAAP
margin narrowed to just below breakeven in fiscal 2012 as the
state cut education funding. Fitch anticipates stabilization in
fiscal 2013 given the modest improvement in state funding levels
and continued enrollment gains.

EXPERIENCED MANAGEMENT DRIVES SUCCESS: The Financed Schools
benefit from the experience and successful record of CSUSA, which
serves as their education management organization (EMO). CSUSA's
EMO contracts are not coterminous with final maturity of the
bonds. Fitch views this as a credit risk since the Financed
Schools have virtually no management capability absent CSUSA.
Fitch anticipates regular renewals given the schools' high
reliance on CSUSA and its role in starting up the schools.

BENEFICIAL LEGAL PROVISIONS: Bondholders benefit from structural
aspects of the transaction. This includes the consolidated revenue
pledge of the Financed Schools and subordination of operating
expenses along with CSUSA's management fees. Unrestricted revenues
of the Financed Schools flow monthly to the trustee, with initial
allocations to debt service.

RATING SENSITIVITIES

SUCCESSFUL MATURATION OF NEWEST SCHOOLS: If enrollment growth
continues to meet or slightly exceed base case projections, and
financial performance improves as projected, an investment grade
rating is possible. This would take place once the newest Financed
Schools reach at least five years of audited operating history
with one charter renewal after fiscal 2015.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

MARGIN EXPECTED TO STABILIZE

For fiscal 2013, CSUSA reports the state's budget includes
approximately 2% increases in per pupil aid for the Financed
Schools. The schools' budgets forecast improved performance versus
the projected fiscal 2012 results. That said, a modestly negative
GAAP margin for the combined entity (RCS) is likely following last
year's negative 0.3% margin. Fitch views this forecast as
attainable based on the increased state aid and promising
enrollment trends (discussed below). Going forward, Fitch
anticipates a return to at least breakeven operations for RCS by
fiscal 2014.

ENROLLMENT CONTINUING TO INCREASE

The Financed Schools' fiscal 2013 budget assumes consolidated
enrollment of 4,639 students versus 4,373 enrolled at the end of
fiscal 2012 (6.1% increase). RCS CSUSA reports October enrollment
of 4,666, which Fitch views positively. While ahead of budget, the
preliminary fiscal 2013 enrollment is slightly short of the base
case projection of 4,750. Renaissance Charter School of St. Lucie
(RCSL) and Duval Charter School of Arlington (DCSA) both remain
short of their original targets. Importantly CSUSA has adjusted
these schools' expenses accordingly and the shortfalls have not
significantly affected RCS' financial performance.

CRITERIA CHANGE TRIGGERS REVISED COVERAGE ANALYSIS

Under its recently updated charter school rating criteria, Fitch
rates speculative grade any transactions that are unable to cover
maximum annual debt service (MADS), or transaction MADS (TMADS)
where applicable from schools that are at least five years old
with one charter renewal.

Two of the financed schools (RCSL and DCSA) are relatively new and
therefore excluded from Fitch's assessment of TMADS coverage.
Under this adjusted framework, in fiscal 2012 RCS' net income
available for debt service (net available income, as calculated by
Fitch) covered TMADS by 0.7 times (x).

COVERAGE FROM ALL SCHOOLS REMAINS SOUND

That same year, net available income for the entire RCS
consolidated entity covered TMADS by an adequate 1.2x, despite the
modestly negative GAAP margin. This was the third consecutive year
when consolidated net available income of all Financed Schools met
or exceeded 1.0x TMADS. After fiscal 2015, when all Financed
Schools have completed at least five years of audited operating
history with one charter renewal, positive rating movement is
possible if TMADS coverage remains at or above 1.0x.

LIMITED FINANCIAL CUSHION

RCS' available funds (cash and investments that are not
restricted) at the end of fiscal 2012 of $5.2 million covered
consolidated operating expenses and debt by a modest 16.5% and
7.7%, respectively. These metrics remain very light, but improved
from the prior year. As such, Fitch expects continued gradual
improvement as the newest schools reach enrollment capacity.

CONTRACTS REMAIN STABLE

Charters for the Financed Schools expire between 2015 and 2026.
RCS and CSUSA have never had a renewal application rejected.
CSUSA's management contracts for the Financed Schools expire
beginning in 2015 (with automatic five-year renewals thereafter).
Fitch fully expects regular renewals through final maturity of the
series 2010 bonds.

Academic performance will likely be a key factor in charter and
management contract renewals. In fiscal 2012, all but one of the
financed schools received at least an 'A' or 'B' from the state
Department of Education, which the state considers high-
performing. DCSA earned a 'C' for the second consecutive year. A
new principal instituted several measures to improve academic
performance. However, she unexpectedly resigned just after the
start of the current school year.

CSUSA has assigned another principal in its network to provide
leadership assistance while the EMO conducts a search for a
replacement principal. DCSA's authorizer views the school's
academic performance as adequate and did not express any concerns
regarding the principal turnover. Fitch will closely monitor
CSUSA's ability to restore operating stability at DCSA, but
expects no significant challenges given the EMO's broad experience
in managing schools.

Fitch's actions are part of its completed industry-wide review,
which commenced September of last year when Fitch placed all of
its rated charter schools on Rating Watch Negative.


REVEL AC: To File Prepacked Reorganization This Month
------------------------------------------------------
Revel AC Inc. will file for bankruptcy sometime in the last two
weeks of March, Bloomberg News reports, citing a person familiar
with the plan said.

The resort will remain open during the court case and the company
is in the final stages of preparing the filing, which was pre-
arranged with creditors, the person said, according to Bloomberg.

Revel AC Inc., owner of the Revel casino in Atlantic City, N.J.
that's been open for less than a year, is pursuing a prepackaged
bankruptcy restructuring where term loan lenders owed $900 million
will take almost 100% ownership of the company, existing
shareholders would be wiped out, and unsecured creditors would
recover 100 cents on the dollar.

Revel announced Feb. 19 it has reached an agreement with a
majority of its lenders to reduce its debt burden by more than
$1 billion through a debt-for-equity conversion.  The agreement
requires Revel to seek bankruptcy protection and file the
prepackaged plan by March 15.

Ensuring that all creditors continue to support the reorganization
will be the biggest challenge to Revel's plan to exit bankruptcy
quickly, Charles A. Stanziale Jr., an attorney with McCarter &
English LLP in Newark, New Jersey, who isn't involved in the case,
said in an interview with Bloomberg News.

As part of the restructuring, certain of Revel's lenders will
provide $250 million in DIP financing, $45 million of which
constitutes new money commitments and approximately $205 million
of which constitutes prepetition debt.  No taxpayer funds will be
used to finance the restructuring.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP.  Alvarez & Marsal serves as its
restructuring advisor and Moelis & Company serves as its
investment banker for the restructuring.  Other professionals
tapped by Revel include Brown Rudnick LLP, as special counsel to
the Company; Ernst & Young, as independent auditors and tax
advisors to the Company; and Cooper Levinson, as gaming counsel to
the Company.

JPMorgan, the administrative agent for the term loan lenders, is
represented by Cadwalader, Wickersham & Taft LLP.  The ad hoc
group of existing lenders is represented by Paul, Weiss, Rifkind,
Wharton & Garrison LLP.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.

                            *    *     *

As reported by the TCR on Feb. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Atlantic City-
based Revel AC Inc., the operator of the Revel resort, to 'D' from
'CCC'.  The rating actions follow the company's announcement that
it plans to restructure through a prepackaged Chapter 11
reorganization, and that it did not make the scheduled interest
payment due Feb. 19, 2013, under its term loan agreement.


REVEL AC: Inks Omnibus Amendment to Credit & Disbursement Pacts
---------------------------------------------------------------
Revel AC, Inc., entered into a sixth amendment to its credit
agreement, dated as of May 3, 2012, as amended several times, with
JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent.

Pursuant to the Sixth Amendment, the Company continues to be
required to maintain a sum of the unused revolving commitments
plus the lesser of (1) $5,000,000 and (2) cash and cash
equivalents that is greater than the sum of the Minimum Liquidity
Thresholds and certain reserves associated with amenities capital
expenditures.

The Sixth Amendment adds a new required reserve amount associated
with loans used to complete certain capital expenditures.  The
Sixth Amendment amends the 2012 Credit Agreement to change some of
the Minimum Liquidity Thresholds and associated time periods.
Pursuant to the Sixth Amendment, "Minimum Liquidity Thresholds"
means from Dec. 20, 2012, through Jan. 29, 2013, $75,000,000; from
Jan. 30, 2013, through Feb. 8, 2013, $66,000,000; from Feb. 9,
2013, through Feb. 12, 2013, $59,000,000; from Feb. 13, 2013,
through Feb. 19, 2013, $55,000,000; from Feb. 20, 2013, through
Feb. 26, 2013, $50,000,000; from Feb. 27, 2013, through March 15,
2013, $35,000,000; from March 16, 2013, through April 15, 2013,
$50,000,000; from April 16, 2013, through May 15, 2013,
$45,000,000; and from May 16, 2013, through July 1, 2013,
$20,000,000.

The Sixth Amendment also amends the 2012 Credit Agreement to lower
the permitted maximum issuance amount of letters of credit issued
by JPMorgan Chase Bank, N.A., in favor of a general contractor to
$7,950,000, to allow for loans to be drawn up to $1,550,000 to
complete certain capital expenditures and to remove a
certification covenant with respect to certain payables.

The Company also entered into a first amendment to the Amended and
Restated Master Disbursement Agreement, dated as of Dec. 20, 2012,
among the Disbursement Agent, the Term Loan Agent, the 2012 Agent,
U.S. Bank National Association, the Company and Revel
Entertainment Group, LLC.

Pursuant to the First Amendment to the Disbursement Agreement,
fees to the Disbursement Agent will be paid on Feb. 17, 2013, and
on the 17th day of each April, June, August, October, December,
and February rather than once annually.  Each payment will equal
one-sixth of the annual Disbursement Agent fee.

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

                        http://is.gd/abrcvU

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.

                           *    *     *

As reported by the TCR on Feb. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Atlantic City-
based Revel AC Inc., the operator of the Revel resort, to 'D' from
'CCC'.  The rating actions follow the company's announcement that
it plans to restructure through a prepackaged Chapter 11
reorganization, and that it did not make the scheduled interest
payment due Feb. 19, 2013, under its term loan agreement.


RICHMOND COUNTY: Fitch Affirms 'BB-' Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings today affirmed the long-term and short-term Issuer
Default Ratings (IDRs) of New York Community Bank at 'BBB+/F2'.
The Rating Outlook remains Stable.

RATING ACTION RATIONALE

The rating affirmation reflects NYCB's strong track record
implementing its focused multifamily lending strategy in the New
York City area as well as its solid earnings and asset quality.
These strengths are balanced against NYCB's relatively higher risk
funding profile and modest franchise.

KEY RATING DRIVERS - IDRs, VRs and Preferred Stock

Loss history continues to be a rating strength for the
institution. Through the credit cycle, NCOs peaked at 34bps and
totaled just 13bps in 2012. Low losses are attributable to NYCB's
ability to execute its core strategy of rent-regulated, multi-
family lending predominantly in NYCB's core market in New York
City. However, NPAs for the institution remain elevated compared
to pre-crisis levels at 2.36. Fitch expects the level of NPAs to
continue to decline while NCOs remain low.

Earnings performance is solid. NYCB's ROA of 1.18% compares
favorably with similarly rated institutions. NYCB's profitability
is a function of low credit costs, low overhead expenses and a
balance sheet which has a greater percentage loans than most
banks. Fitch expects NYCB's profitability to face headwinds in
2013 as the low rate environment and increasing competition for
multi-family loans pressures net interest margin. Additionally,
mortgage banking could also see some contraction as many borrowers
no longer have economic incentive to refinance their home
mortgages.

NYCB's limited franchise remains ratings weakness for the
institution. NYCB is reliant on wholesale funding as the
institution continues to try to grow its core deposit base. With a
loan to deposit ratio of 128%, it remains an outlier relative to
similarly rated peers. Further, NYCB's commercial loan origination
platform is largely originated via brokerage channels, which
leaves limited opportunity to cross sell products and diversify
income. NYCB's acquired mortgage banking platform has introduced
some diversity into the company's revenue mix. However, mortgage
banking tends to be volatile, and Fitch considers the quality of
this income weaker than that of the core multifamily business.

RATING SENSITIVITIES - IDRs, VRs and Preferred Stock
NYCB's ratings are highly sensitive to the multifamily market in
the New York City area. Loosening of rent-regulations in the New
York area could be a negative rating driver for the institution.
Additionally, aggressive capital management or any deterioration
of asset quality metrics could also result in negative ratings
pressure.

NYCB continues to eye potential large accretive acquisitions. Such
a transaction will be viewed by Fitch with caution. Although NYCB
has demonstrated the ability to integrate many institutions in the
past, large acquisitions will require commensurate enhancements to
risk management and will likely make NYCB a systemically important
financial institution under Dodd-Frank.

Conversely, NYCB has very limited ability to achieve ratings
improvement given its concentration to asset classes, geographies
and single name borrowers. Further, NYCB's limited franchise and
funding profile also make positive ratings action unlikely in the
near term.

KEY RATING DRIVERS - Support and Support Rating Floors
NYCB has a Support Ratings of '5' and Support Rating Floors of
'NF'. Fitch believes that they are not systemically important and
therefore, the probability of support is unlikely. The IDRs and
VRs do not incorporate any external support.

RATING SENSITIVITIES - Support and Support Rating Floors
Fitch does not anticipate changes to NYCB's Support Ratings or
Support Rating Floors given size and the lack of systemic
importance of the institution.

Fitch has affirmed these ratings:

New York Community Bancorp
-- Long-term IDR at 'BBB+';
-- Viability rating at 'bbb+';
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF'.

New York Community Bank
-- Long-term IDR at 'BBB+';
-- Long-term deposits at 'A-';
-- Viability rating at 'bbb+';
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF';
-- Short-term deposits at 'F2'.

New York Commercial Bank
-- Long-term IDR at 'BBB+';
-- Long-term deposits at 'A-';
-- Viability rating at 'bbb+'.
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF';
-- Short-Term deposits at 'F2'.

Richmond County Capital Corporation
-- Preferred stock at 'BB-'.


ROBERT CLEMENTS: Donna Clements Claim Allowed for Voting Purposes
-----------------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina entered an order
temporarily allowing the claim of Donna G. Clements for purposes
of voting on the plan in the Chapter 11 case of Robert Scott
Clements.

On December 6, 2012, the Debtor filed his plan and disclosure
statement, and a hearing on plan confirmation was scheduled for
January 23, 2013.  On January 9, Ms. Clements objected to
confirmation of the plan and disclosure statement. Subsequently,
the court granted the Debtor's motion to continue the hearing on
plan confirmation to February 26.  On February 18, just prior to
the confirmation hearing, the Debtor objected to Ms. Clements'
claim, and in response, Ms. Clements filed a motion to temporarily
allow her claim for purposes of voting on the plan.

"Temporarily allowing Ms. Clements' claim for purposes of voting
on the debtor's plan is an appropriate use of this court's
discretion," Judge Humrickhouse ruled.

Ms. Clements' claim is temporarily allowed for $4,273,825.

A copy of the Court's March 4, 2013 Order is available at
http://is.gd/lSBHFWfrom Leagle.com.

Robert Clements filed its Chapter 11 petition (Bankr. E.D.N.C.,
Case No. 12-05789) on August 9, 2012.


RUBY WESTERN: Moody's Rates New $500-Mil. Senior Term Loan 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
and a Ba2 - PD Probability of Default Rating to Ruby Western
Pipeline Holdings LLC and Ruby Western Pipeline Holdings B LLC
(together, Ruby Western).

Moody's also assigned a Ba2 rating to Ruby Western's new $500
million senior secured term loan and affirmed the rating of Ruby
Pipeline, LLC. The rating outlooks for Ruby Western and Ruby are
stable. This is a first-time rating for Ruby Western.

Ruby's primary asset is a 1.5 MMDth per day natural gas pipeline
that entered service in July 2011 and runs 680 miles from Opal,
Wyoming to Malin, Oregon. Ruby Western is a holding company that
has 50% voting control of Ruby through a preferred stock ownership
interest. The other 50% of Ruby is owned by Kinder Morgan Inc.
(KMI, Ba2 stable). The proceeds of Ruby Western's proposed senior
secured term loan will be used to make a distribution to its
parent, Global Infrastructure Partners (GIP, unrated), and to fund
a six month debt service reserve.

"Ruby Western's sole source of repayment of the new term loan is
distributions received from Ruby, a company with nearly $1.4
billion of debt outstanding," said Stuart Miller, Moody's Vice
President -- Senior Credit Officer. "The term loan's structural
subordination to Ruby's debt justifies a two-notch rating
differential."

Rating Actions:

Ruby Pipeline LLC

  Affirmed Baa3 senior unsecured rating

  Stable Outlook

Ruby Western Pipeline Holdings LLC and Ruby Western Pipeline
Holdings B LLC

  Assigned a CFR of Ba2

  Assigned a PDR of Ba2-PD

  Assigned a senior secured bank debt rating of Ba2

  Assigned a LGD of LGD4-52%

  Assigned a Stable Outlook

Ratings Rationale:

The Baa3 rating of Ruby's senior unsecured debt is supported by
its firm transportation contracts signed with a combination of a
large utility as well as natural gas producers. With 72% of Ruby's
capacity contracted for, 90% of which is with investment grade
counterparties, the pipeline is expected to generate a stable
level of cash flow for at least the next ten years. From the
demand-side, Ruby provides a strategic diversification of gas
supply into the Northern California and Pacific Northwest markets.
And from the supply side, Ruby provides another exit route for the
abundant supplies of natural gas that are pipeline and market-
constrained in the Rocky Mountain region.

As of Sep 30, 2012, with LTM EBITDA of about $280 million and debt
of $1.4 billion, Ruby's credit statistics were comparable to Baa3
and Ba1 pipeline companies. Moody's estimates the ratio of debt to
capital to be 38% and debt to EBITDA to be 4.9x. However, because
of the scheduled amortization of Ruby's debt, Moody's projects
that leverage will decline to approximately 4.5x by the end of
2013, a level more in line with other Baa3 rated pipeline
companies.

Ruby is jointly-owned and controlled by GIP and KMI and major
decisions must be approved by both parties. From a corporate
governance standpoint, Moody's believes the joint ownership helps
to insulate Ruby from financial policies that could be detrimental
to the credit-worthiness of the pipeline operating company. For
this reason, Moody's affirmed the rating at Ruby despite the
additional debt service requirements of the term loan at the Ruby
Western level.

Ruby Western's Ba2 CFR is derived from Ruby's senior unsecured
debt rating of Baa3 but with downward notching to reflect the
structural subordination of Ruby Western's call on Ruby's cash
flow. Despite the significant size of the new term loan and the
increase in the total amount of debt that must be serviced by a
share of Ruby's underlying cash flow, the notching for Ruby
Western's CFR was limited to two notches for two reasons. Through
its preferred stock position, Ruby Western has a preferential
right to the first $91 million of distributions made by Ruby each
year. Also, the debt at Ruby Western is expected to amortize
relatively quickly through excess cash flow prepayments.

There is no notching between the CFR and senior secured term loan
rating at Ruby Western. This is based on a Ba2 -- PD PDR and a
loss given default estimate of LGD4 - 52%. These ratings reflect
the fact that there is no other debt at Ruby Western other than
the proposed senior secured term loan.

Moody's considers Ruby Western's liquidity to be adequate as there
should be positive cash flow after debt service and because there
is a six month debt service reserve requirement. However, Ruby
Western does not have a revolving credit facility and there is
limited alternate liquidity available as all of the company's
assets are pledged as security for the new term loan.

Ruby Western's outlook is stable and is based on an expectation of
material debt reduction at Ruby and at Ruby Western over the life
of the term loan resulting from an excess cashflow sweep. An
upgrade of Ruby Western's rating is unlikely until the term loan
balance is below $200 million or unless Ruby's rating is upgraded
to Baa2. Ruby's Baa3 rating is unlikely to be upgraded until its
ratio of debt to EBITDA falls below 4.0x supported by new, long
term contracts from high quality shippers. A downgrade for both
Ruby Western and Ruby could occur in the unlikely event that a
material amount of shipper contracts at Ruby are abrogated or
cancelled pushing Ruby's leverage over 5.0x. In addition, any
material reduction in distributions by Ruby to Ruby Western
stemming from a change in financial policies or new capital
projects could result in a downgrade of Ruby Western's credit
rating.

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


SAGITTARIUS RESTAURANTS: S&P Rates $215MM 1st-Lien Facility 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Sagittarius Restaurants LLC's $215 million first-lien
credit facility, consisting of a $40 million revolver and a
$175 million term loan.  S&P also assigned a '3' recovery rating
to this debt.  According to Sagittarius, it will use proceeds from
the term loan to reduce about $75 million of pay-in-kind
subordinated notes and refinance the existing term loan.

At the same time, S&P is affirming all ratings on the company,
including S&P's 'B' corporate credit rating.  The outlook is
stable.

"The ratings on Lake Forest, Calif.-based Sagittarius Restaurants
LLC [operates and franchises quick-service restaurants offering
Mexican and American food], reflect Standard & Poor's Ratings
Services' view that the company will maintain a 'highly leveraged'
financial risk profile in the next year because of its
considerable debt load that results in thin credit protection
measures," said Standard & Poor's credit analyst Andy Sookram.
S&P expects the company to maintain "adequate" liquidity,
including sufficient cushion under financial covenants.  In S&P's
opinion, Sagittarius' business risk profile is "weak," as a result
of its exposure to volatile commodity costs, participation in the
highly competitive quick-service restaurant industry, and the
risks associated with its geographic concentration on the West
Coast.  S&P thinks its plan to expand into new and existing
markets through store openings should augment earnings in the next
two years.

The stable outlook on Sagittarius reflects S&P's belief that
commodity cost inflation could affect profit margins, offsetting
benefits from restaurant initiatives, including some price
increases and store upgrades.  S&P expects credit measures to be
commensurate with a highly leveraged financial risk profile, and
believes the company will balance its cash flows among debt
reduction, new company-operated restaurants, and restaurant
remodeling.  S&P expects leverage of about 6.7x and do not foresee
any issues with liquidity or covenant compliance.

S&P would consider a downgrade if sales are weaker than it
expects, because of heightened competition, or if EBITDA falls by
10% or more as a result of greater-than-anticipated commodity cost
increases.  This could likely occur if, for example, costs rise by
about 100 bps or more and negative same-store sales lead to
interest coverage approaching less than 1x, and covenant cushion
tightens to under 10%.

S&P do not anticipate an upgrade in the next year, given the
company's elevated debt.  However, S&P could raise ratings if
EBITDA margins increase to about 30% on high-single-digit same-
store sales and manageable food costs, and the company uses free
cash flows to reduce debt such that leverage drops to under 4.5x
on a sustained basis and interest coverage is about 2x.


SAN DIEGO HOSPICE: Auction Scheduled for April 30
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Diego Hospice & Palliative Care Corp. will sell
its unused 24-bed hospice facility for $10.7 million to Scripps
Health unless a better bid turns up at an April 30 auction.

The report relates that under sale procedures approved last week
by the U.S. Bankruptcy Court in San Diego, competing bidders must
make a $300,000 deposit by April 26.  A hearing to approve the
sale will begin immediately after the auction.

San Diego Hospice is transferring the 450 patients to Scripps, a
not-for-profit San Diego health-care provider.  Scripps will
provide a $5 million loan to continue operations until the
patients can be transferred.  A hearing to approve financing is
set for March 14.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4, 2013, estimating assets and liabilities of at least
$10 million.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SCHOOL SPECIALTY: Creditors Argue Against Make-Whole
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the School Specialty Inc. creditors' committee argues
that New York law prohibits former lender Bayside Financial LLC
from demanding a $25 million make-whole payment to compensate for
early repayment of a $95 million loan and financing for the
bankruptcy.  The dispute is now scheduled for argument on April 5
in U.S. Bankruptcy Court in Delaware.

According to the report, the Debtor currently has interim approval
for $130 million in replacement financing provided by junior
lenders to forestall a quick sale of the business to Bayside in
exchange for $95 million in debt.  When ultimately approved by the
bankruptcy court at a final financing hearing on March 25, the
junior lenders, not Bayside, will lend a total of $155 million.

The report relates that as part of the interim financing, the
junior lenders posted $25 million in an escrow account to cover
Bayside if it were found entitled to the make-whole premium for
early repayment of the debt.  Bayside is agent for lenders on a
term loan.

The report relates the creditors contend that the make-whole,
representing 37% of the loan balance, would represent a 50% return
on the loan in only nine months when combined with closing fees
and 12.5% interest.  The creditors argue that the "plainly and
grossly disproportionate" payments would be "an unenforceable
penalty under New York law."  The committee also contends the
make-whole "bears little relation to any actual loss" given the
company's contractual right to repay the loan at certain dates
with a smaller fee.

Had the Bayside loan not been refinanced, there would have been an
auction on March 25 where lower-ranking creditors might have been
wiped out.  When the financing receives final approval, it will
provide School Specialty with $60 million in fresh cash.  The
substitute financing comes from an ad hoc group of holders of the
$157.5 million in 3.75% convertible subordinated notes.

                       About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of
$394.6 million.


SILICON VALLEY TELECOM: Directed to Make Plan Payments
------------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt, in a March 4, 2013
Memorandum Decision, ordered Silicon Valley Telecom Exchange LLC
to make all payments required under its confirmed Chapter 11 Plan
in the manner clarified under a July 23, 2010 order.

Campeau Goodsell Smith (CGS) and the Law Offices of David Tilem
asked the Bankruptcy Court to compel the Debtor to make plan
payments; appoint a receiver; or convert the Debtor's case into a
Chaper 7 proceeding.  CGS and Tilem are creditors of the Debtor --
Tilem is a creditor of claimant Corporate Builders Inc. and thus
claims to be a general unsecured creditor while CGS is a creditor
due to attorneys fees owed by the Debtor.

The parties disagree about the proper method of calculating
payments due under the Debtor's Confirmed Plan.  The Debtor
contends that calculation of the amount due to creditors should be
premised on a "balance sheet cash balance," while CGS and Tilem
assert that the calculation should be premised on "reported SVTX
cash basis profits."

After conducting an evidentiary hearing, Judge Weissbrodt noted
that even if the Debtor were correct on how the calculation was to
be made, the Debtor failed to allocate 80% of the net proceeds
under a "balance sheet cash balance" analysis to the general
unsecured creditors.  "Using the parties' stipulated figue,
Debtor's payments to CGS between December 2007 and June 2010 were
short by more than $200,000.00," the Court found.

The Court held that a July 23, 2010 Order requires the Debtor to
prepare quarterly balance sheets which distinguish between prepaid
rents, the 20% placed into reserve, and the 80% allocated to the
creditors.  The July 23 order is binding to the parties involved,
the Court held.

To aid in the consummation of the Plan, Judge Weissbrodt directed
the Debtor to employ, at its expense, a certified public
accountant to ensure the Debtor's business operations and
expenditures comply with the Plan and the July 23 Order.  The
accountant will prepare and certify all of the quarterly reports
required by the July 23 Order, as being in compliance with the
Plan and such Order, and will make and certify the required
disclosures which the Debtor stipulated to make.  The accountant
will also audit the Debtor's balance sheet and the accounting
tasks performed by Karen Rubio, the wife of owner Fred Rubio II,
or anyone else on behalf of the Debtor, and will certify that
accounting and distributions are, in the accountant's professional
opinion, in compliance with the Plan and the July 23 Order.  If,
in the accountant's judgment, the accounting and other financial
work performed by the Debtor (either through Ms. Rubio or anyone
else) is unreliable, the accountant will prepare a written
explanation as to what is unreliable and why it is unreliable,
will provide the written explanation to the Debtor and any
creditors who requested written reports under the terms of the
July 23 Order, and will do the calculations him or herself.  The
Debtor is ordered to cooperate fully and at all times with the
accountant.

A copy of Judge Weissbrodt's March 4, 2013 Memorandum Decision is
available at http://is.gd/mMr3cOfrom Leagle.com.

                       About Silicom Valley

Silicon Valley Telecom Exchange, LLC, filed for chapter 11
protection (Bankr. N.D. Cal. Case No. 01-55137) on Oct. 22, 2001.
The Debtor's third amended plan of reorganization -- a joint plan
for three separate debtors: Rubio & Associates, Inc.; Silicon
Valley Telecom & Internet Exchange LLC; and Silicon Valley Telecom
Exchange, LLC -- was confirmed on Aug. 24, 2007, but only as to
SVTX.  The Court confirmed the Plan over objections from David A.
Tilem, as assignee of the claim of creditor Corporate Builders,
Inc.  The Plan was declared effective in September 2007.

Marc L. Pinckney, Esq., at Campeau Goodsell Smith, LC, represented
the Debtor.  Corporate Builders Inc. is represented by David A.
Tilem, Esq. at the Law Offices of David A. Tilem, in Glendale,
California.


SOLID ROCK HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Solid Rock Holdings, LLC
        18525 Interstate 30
        Benton, AR 72015-2708

Bankruptcy Case No.: 13-11353

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Guy Randolph Satterfield, Esq.
                  SATTERFIELD LAW FIRM, PLC
                  900 S. Shackleford Road, Ste. 210
                  Little Rock, AR 72211
                  Tel: (501) 376-0411
                  Fax: (501) 374-2834
                  E-mail: satterfieldlaw@comcast.net

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

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

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/areb13-11353.pdf

The petition was signed by Scott A. McElroy, managing member.


STAMP FARMS: Boersen Farms Acquires Assets for $22.8 Million
------------------------------------------------------------
Stamp Farms was sold to Boersen Farms, Inc., early in February.
According to an AgWeb.com report, a Feb. 5 auction failed to
attract other bidders and, consequently, the bankruptcy judge in
Grand Rapids, Michigan, approved the sale to Boersen Farms for
$22.8 million.

Northstar Grains, which is also owned by Stamp Farm owner Mike
Stamp, was not a part of the purchase and continues to operate
independently of Stamp Farms at this time, according to Ben
Potter, Farm Journal Technology Editor for AgWeb.com.

AgWeb.com also relates Neil Harl, co-owner of the Agricultural Law
Press thinks the case may be converted to Chapter 7 liquidation.
"With a Chapter 11 filing, the matter is really in the hands of
the Bankruptcy Court," said Mr. Harl. "Judging from the amount of
debt of record, it is relatively unlikely that the case will
escape Chapter 7 status eventually. The outcome depends
essentially upon the standing of the various creditors including
the landowners in terms of being secured or unsecured creditors
and the amount of collateral backing the claim."

On Feb. 21, Bankruptcy Judge Scott W. Dales declined to sign on a
proposed Amended Order Approving Bulk Sale, which was filed by the
Debtor without an accompanying motion.  Judge Dale's order
recounts: "On February 20, 2013, evidently in anticipation of the
closing of the transaction contemplated in the Order Approving
Bulk Sale . . . the Debtors filed a proposed Amended Order
Approving Bulk Sale . . . unaccompanied by any motion. Instead,
representatives of the Debtors' law firm telephoned and emailed
the court's staff to request entry of the Proposed Amended Order
by noon today, and to advise the court, ex parte, that the changes
reflect additions made at the request of the successful bidder,
Boersen Farms, Inc."

According to Judge Dales, "The court has reviewed the Proposed
Amended Order and perceives that the changes generally address the
rights of non-debtor parties to unexpired leases of real and
personal property. Accordingly, the court is not satisfied that
the Proposed Amended Order comes within the narrow class of
amendments to orders that the court may make, sua sponte, under
Fed. R. Civ. P. 60(a). More generally, without a motion, the court
is unsure of the grounds for the amendments."

"If the amendments are merely clerical, the court doubts their
necessity; if, instead, they are substantive, the court doubts
their propriety, at least without a motion on notice to affected
parties and the United States Trustee. If the Debtors file a
motion establishing to the court's satisfaction that the
amendments are clerical and not substantive, and that the
equipment lessors . . . have consented to the changes, the court
would consider signing the Proposed Amended Order as drafted. On
the other hand, given the time constraints, the parties may decide
to rely on the Sale Order as originally entered.

"Recognizing that the Debtors and the successful bidder may see
matters differently, and that time is of the essence, the court is
entering this Order promptly to advise all parties that it will
not sign the Proposed Amended Order ex parte and without a
motion."

A copy of the Court's Feb. 21, 2013 Order is available at
http://is.gd/YmBBTLfrom Leagle.com.

As reported by the Troubled Company Reporter, the Bankruptcy Court
also has rejected an attempt by the U.S. Trustee's office to
appoint a Chapter 11 trustee for Stamp Farms.  The Official
Committee of Unsecured Creditors opposed.

                         About Stamp Farms

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Stamp Farms sells its grain to Northstar Grain, L.L.C., solely
owned by Mike Stamp, which conducts a grain elevator business on
land it owns and leases and upon which buildings, grain storage
bins, grain loading and related equipment and rail spurs are
located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  Stamp Farms has hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates
Consulting, L.L.C. serves as financial restructuring advisors .

The Official Committee of Unsecured Creditors tapped to retain
Robbins, Salomon & Patt, Ltd., as its counsel, and Emerald
Agriculture, LLC, as its financial consultant.


STAR WEST: S&P Affirms Prelim. 'BB-' Rating on Upsized Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its preliminary 'BB-'
rating and preliminary '2' recovery rating to project finance
entity Star West Generation LLC's proposed $750 million TLB due
2020 and $100 million senior secured RCF due 2018.

The new credit facilities will replace the $550 million TLB and
$100 million RCF at SWG LLC and the $171.2 million term loan,
$5 million RCF, and $24.4 million letter-of-credit facility at GWF
(the GWF term loan balances are shown as of March 31, 2013).  A
$289.1 million term loan and $105.9 million letter-of-credit
facility at GWF's operating company, GWF Energy LLC, will remain
in place.  The stable outlook reflects S&P's expectation that debt
will be repaid from predictable cash flows from power purchase
agreements through most of the loan's tenor.

"The new credit facilities are essentially a combination of debt
at the two portfolios," said Standard & Poor's credit analyst
Rubina Zaida.  Star West has upsized the term loan to $750 million
from the initially proposed $725 million amount.  The incremental
proceeds are being used to fund a day-one distribution to Star
West's shareholders.

The combined portfolio consists of five natural gas-fired power
plants totaling 1,676 megawatts (MW) in Arizona and California.
SWG LLC's assets consist of two combined-cycle gas turbine (CCGT)
plants totaling 1,149 MW in Arizona and GWF's assets consist of
one CCGT plant (335 MW) and two simple-cycle plants (each 96 MW)
in California.

The stable outlook reflects stable cash flows from tolling
agreements for years to come and S&P's expectation that the Tracy
conversion will continue to ramp up without operational issues.
Factors that might lead to a negative outlook or a lower rating
are sustained weaker performance at the plants, with DSCRs
dropping from the expected 1.3x area on a consolidated basis to
the 1.1x range.  Also, any developments, such as prolonged force
majeure events that lock up distributions, could pressure ratings.
A positive outlook or higher rating would require superior
financial performance than S&P currently expects on a sustained
basis and higher confidence that refinancing risk will not be a
major concern, which could occur through additional contracts or a
very favorable climate for these assets in Arizona and California.
In this case, consolidated DSCRs would improve and remain above
1.4x or refinancing risk would be below $250 per kW.


STEVE PAIGE: Cleared of Income Tax Liability for 2009-2010
----------------------------------------------------------
The bankruptcy estate of Steve Zimmer Paige and its Chapter 11
trustee, Gary E. Jubber, have no further federal income tax
liability for the years 2009 and 2010, Bankruptcy Judge William T.
Thurman determined in a March 5, 2013 order available at
http://is.gd/e7zh4nfrom Leagle.com.

Douglas J. Payne, Esq. -- dpayne@fabianlaw.com -- at Fabian &
Clendenin, at 215 South State Street, Suite 1200, Salt Lake City,
Utah, serves as counsel to the Chapter 11 Trustee.

                         About Steve Paige

Steve Zimmer Paige sought Chapter 7 protection (Bankr. D. Utah
Case No. 05-34474) on Sept. 16, 2005, and the case was
subsequently converted to a Chapter 11 proceeding on Oct. 6, 2006,
after the U.S. Trustee's Office, acting on an anonymous tip from
THIRSTY 4 JUSTICE objected to Mr. Paige's general discharge for
failure to disclose ownership of the domain name in his Schedules
of Assets and Liabilities.  Gary Jubber serves as the Liquidating
Trustee under a joint Chapter 11 plan he and ConsumerInfo.com,
Inc., proposed on May 23, 2007, which was confirmed over Mr.
Paige's objection by Judge Thurman on Oct. 18, 2008.


STREAM GLOBAL: Moody's Assigns 'B1' Rating to $30MM Debt Add-On
---------------------------------------------------------------
Moody's Investors Service lowered the Speculative Grade Liquidity
rating of Stream Global Services, Inc. to SGL-3 from SGL-2. At the
same time, Moody's assigned a B1 rating to the company's proposed
add-on offering of $30 million senior notes due October 2014. The
new notes are an add-on to the existing $200 million note offering
in 2009.

In addition, Moody's affirmed Stream's B1 Corporate Family Rating
and changed the Probability of Default Rating to B1-PD from B2-PD.
The ratings outlook remains stable.

Proceeds from the proposed add-on notes offering are expected to
be used to repay a portion of the outstanding borrowings under the
ABL revolving credit facility. In February 2013, Stream acquired
LBM Holdings Limited for a purchase price of GBP 29 million
(approximately $44 million). LBM is a United Kingdom based BPO
provider servicing multinational companies in the utilities,
telecommunications and financial services sectors primarily in the
UK marketplace. The acquisition was funded through Stream's
recently amended and expanded $125 million asset based lending
revolving credit facility. The ABL facility matures on the earlier
of (1) 120 days prior to the maturity date of the senior secured
notes (including any refinancing or extension of the notes) or (2)
December 27, 2017.

The revision of the Speculative Grade Liquidity rating to SGL-3
reflects the company's diminished (albeit still adequate)
liquidity profile, and is largely due to the significant maturity
of the $125 million ABL revolver, which could happen as early as
June 2014, unless the $230 million secured notes (inclusive of the
proposed $30 million add-on) due October 2014 are refinanced. As
noted previously, the ABL facility matures on the earlier of (1)
120 days prior to the maturity date of the senior secured notes
(including any refinancing or extension of the notes) or (2)
December 27, 2017. Moody's believes that the company's projected
liquidity position over the next twelve to eighteen months does
not afford enough capacity to repay both the outstanding amounts
under the ABL revolver and the $230 million secured notes.

The ratings affirmation reflects Moody's view that the incremental
debt from the LBM acquisition does not materially change Stream's
credit profile. Furthermore, the proposed add-on notes offering in
combination with the December 2012 ABL revolver amendment improves
"post-LBM acquisition" financial flexibility by increasing
availability under the ABL revolver.

Moody's also revised Stream's Probability of Default Rating to B1-
PD from B2-PD reflecting the expectation of an average overall
family recovery rate of 50% in the event of default (as per
Moody's Loss Given Default Methodology). In October 2012, the
company's PDR was changed to B2-PD as a result of a proposed
refinancing transaction, which would have resulted in an all bank
1st lien capital structure, reflecting an overall 65% family
recovery rate. However, the proposed 2012 refinancing transaction
was not consummated due to market conditions, and as a result, the
PDR has been revised back to B1-PD to reflect the present capital
structure. In addition, Moody's has withdrawn the Ba3 ratings
(assigned as part of the proposed 2012 refinancing transaction) on
Stream's proposed $65 million revolving credit facility due 2017,
$290 million senior secured term loan B due 2019 and $45 million
delayed draw senior secured term loan due 2019.

Rating assigned:

  Proposed $30 million add-on senior secured notes due 2014 at B1
  (LGD4, 57%)

Ratings affirmed and LGD point estimates updated include:

  Corporate family rating at B1

  $200 million senior secured notes due 2014 at B1 (LGD4, 57%)
  from B1 (LGD4, 54%)

Ratings changed:

  Speculative Grade Liquidity Rating to SGL-3 from SGL-2

  Probability of Default rating to B1-PD from B2-PD

Ratings withdrawn:

  $65 million senior secured revolving credit facility due 2017,
  rated Ba3 (LGD2, 26%)

  $290 million senior secured term loan B due 2019, rated Ba3
  (LGD2, 26%)

  $45 million delayed draw senior secured term loan due 2019,
  rated Ba3 (LGD2, 26%)

Ratings Rationale:

Stream's B1 corporate family rating reflects expectation that debt
to EBITDA (Moody's Adjusted) will sustain below 3.5 times and
EBITDA less capex to interest will be close to 2.0 times over the
next 12 to 18 months based on EBITDA growth and some debt
reduction. The rating also considers Stream's demonstrated ability
to expand its EBITDA margins, expectations for further margin
improvement, its business position as a leading player among a
handful of top providers specializing in the customer relationship
management segment of the highly fragmented business process
outsourcing industry, and long-standing relationships with leading
technology companies like Dell, Hewlett-Packard and Microsoft. The
rating, however, is constrained by the company's relatively small-
scale within the fragmented business process outsourcing industry,
expectations for only modest free cash flow generation and
material customer concentration. The rating also captures the
potential for debt funded bolt-on acquisitions as the company
seeks to expand into new geographies and industry verticals.

The SGL-3 speculative grade liquidity rating reflects Moody's
expectation that Stream will maintain an adequate pro forma
liquidity profile over the next twelve months characterized by
modestly positive free cash flow. In the event that the senior
secured notes are not refinanced and the ABL matures 120 days
before the scheduled October 2014 maturity of the notes i.e. June
2014, Moody's believes that the company's projected liquidity
position over this time period does not afford enough capacity to
completely repay outstanding amounts under the ABL revolver.

The stable outlook reflects Moody's expectation that Stream will
continue to improve its operating performance, maintain its
existing customer base, and win new business by leveraging its
increased scale and geographic reach.

Moody's could upgrade Stream's ratings if it reduces debt to
EBITDA on a sustained basis below 3.0 times, EBITDA less capex to
interest approaches 2.5 times, and free cash flow as a percentage
of debt increases above 8%. An upgrade would also require that
Stream reduce its customer concentration and continue to expand
its topline and operating margin through client expansion and
operating efficiencies.

Moody's could downgrade Stream's ratings if debt to EBITDA
increases above 4.5 times and/or if EBITDA less capex to interest
expense falls below 1.5 times on a sustained basis. The ratings
could also be downgraded if Stream's liquidity profile
deteriorates or if the company incurs customer losses leading to
sustained margin compression and/or a decline in operating
earnings and cash flow. A material debt-financed acquisition could
also pressure the ratings.

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

Stream Global Services, Inc., headquartered in Wellesley,
Massachusetts, is a global provider of CRM and other BPO services
to companies in the technology, telecommunications, software,
networking and media industries. The company reported revenues of
approximately $860 million for the fiscal year ended December 31,
2012.


SUN PRODUCTS: $500 Million Notes Offer Gets Moody's 'Caa1' Rating
-----------------------------------------------------------------
Moody's Investors Services assigned a Caa1 (LGD5, 86%) senior
unsecured rating to Sun Products Corporation proposed offering of
$500 million in notes due 2021. The outlook is stable.

Ratings Rationale:

Sun Product's B2 Corporate Family Rating reflects its very high
leverage (debt-to-EBITDA of approximately 7.5 times), heightened
competitive activity from better capitalized operators (primarily
Procter & Gamble (rated Aa3), Henkel (rated A2) and Church &
Dwight (rated Baa2), and significant retailer concentration for
its core private label and branded laundry care products.
Moreover, the company's branded strategy remains challenged by the
significant additional investments required to compete
effectively, especially given the recent category declines and
intense price competition. The rating benefits from a good
liquidity profile, highlighted by improving free cash flow
generation, ample cash balances and availability on the company's
revolving credit facility.

Moody's expects EBIT margins and debt-to-EBITDA to improve to the
low-double digits and around 6.5 times over the next 12 to 18
months as compared with approximately 8% and over 7.5 times for
the fiscal year ending December 31, 2012. Moody's debt and
leverage calculation includes approximately $150 million or about
0.6 times EBITDA adjustment for the remaining preferred equity
which was issued by Sun Product's parent company and is held by
Unilever (rated A1). The preferred is subject to annual dividends
of either 10% in cash or 12% in PIK. Sun Product's ratings also
reflect its stronger free cash flow generation and better working
capital management as well as its considerable scale and
diversified portfolio of branded and private label laundry and
dishcare products.

The stable outlook reflects Moody's expectation that Sun Products
will successfully restore its credit metrics to levels appropriate
for its B2 rating following a difficult ERP implementation in
2011. In part, the revised outlook depends on the successful
completion of the refinancing which extends the maturity and
lowers the interest cost of its debt financing.

Sun Product's ratings could be downgraded if category growth
continues to decline and profitability remains weak. Specifically,
ratings could be downgraded if the company is not able to reduce
its debt-to-EBITDA below 6.5 times by December 31, 2013 or if free
cash flow is negative.

Sun Product's ratings could be upgraded if operating performance
and organic growth was restored such that debt-to-EBITDA is
sustained below 5.0 times and free cash flow-to-debt climbs above
5%.

The Sun Products Corporation, based in Wilton, Connecticut, is a
leading provider of moderately priced and private label laundry
detergents, fabric softeners and other related household and
personal care products in the North America market. Significant
brands include all, Snuggle, Sun Wisk, Sunlight, and Surf. The
company is also the largest private label manufacturer of laundry
care products in North America. Sun Products' parent company,
Spotless Group Holding, LLC is controlled by affiliates of Vestar
Capital Partners. Sun Products' sales for the fiscal year ending
December 31, 2012 were approximately $1.8 billion.

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


SUN PRODUCTS: S&P Assigns 'CCC' Rating to $500MM Notes Due 2021
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'CCC'
issue-level rating to U.S.-based The Sun Products Corp.'s proposed
$500 million senior unsecured notes due 2021, which will be
privately placed under rule 144A without registration rights.  The
recovery rating on the proposed notes is '6', indicating that
lenders could expect negligible (0% to 10%) recovery in the event
of a payment default or bankruptcy.

"We expect Sun Products to use net proceeds from the proposed $500
million note issuance (in conjunction with the company's recently
proposed $1.08 billion senior secured term loan facility due 2020)
to refinance existing debt.  The ratings are subject to review of
final documentation upon completion of the transaction.  In
addition, the ratings on the existing credit facilities will be
withdrawn upon completion of the transaction.  (For the complete
recovery analysis, see Standard & Poor's recovery report on Sun
Products, to be published on RatingsDirect following the release
of this report.)  Pro forma for the proposed note issuance, we
estimate total reported debt outstanding (excluding preferred
stock at Sun Products' intermediate holding company, Spotless
Group Intermediate Holding Corp., which we also treat as debt)
will be nearly $1.6 billion," S&P said.

"Our corporate credit rating on Sun Products remains unchanged.
The rating reflects our opinion that the company will maintain a
"vulnerable" business risk profile, based on its narrow business
focus, participation in the intensely competitive laundry
category, and declining profitability.  We continue to view the
company's financial risk profile as "highly leveraged," based on
Sun Products' aggressive financial policy, high debt burden, and
still very weak credit measures, notwithstanding the recent
improvement in operating performance," S&P added.

RATINGS LIST

The Sun Products Corp.
Corporate credit rating               B-/Stable/--

New Rating
The Sun Products Corp.
Senior unsecured
  $500 mil. notes due 2021             CCC
   Recovery rating                     6


SWITCH HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Switch Holdings, LLC
        3302 East Main Street
        Mesa, AZ 85213

Bankruptcy Case No.: 13-03236

Chapter 11 Petition Date: March 7, 2013

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Don C. Fletcher, Esq.
                  LAKE AND COBB
                  1095 West Rio Salado Parkway #206
                  Tempe, AZ 85281
                  Tel: (602) 523-3000
                  Fax: (602) 523-3001
                  E-mail: dfletcher@lakeandcobb.com

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

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

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

The petition was signed by Bruce Bosley, manager.


TANDY BRANDS: In Breach of Fixed Charge Coverage Covenant
---------------------------------------------------------
Tandy Brands Accessories, Inc. on March 8 provided an update on
current events.

"Because of the disappointing performance of a portion of our
Gifts segment in December 2012 we violated the fixed-charge
coverage covenant in our credit agreement with our senior lender,"
said Rod McGeachy, President and Chief Executive Officer of Tandy
Brands.  "Although total gross sales targets were met, the profit
miss was driven by a highly promotional retail environment, which
drove higher than expected sales allowances and higher returns of
unsold inventories, both of which reduced our gift net sales in
the quarter ended December 31, 2012."

            Appointment of Chief Restructuring Officer

"[Fri]day, although we are in violation of the fixed-charge
coverage covenant, we remain in compliance with the liquidity
covenants with our senior lender.  However, the profit miss and
seasonal nature of our business has reduced our liquidity to a
point we believe outside capital is necessary in the near term to
solidify our balance sheet," said Mr. McGeachy.  "To facilitate
this, we are leveraging the capabilities of Deloitte Financial
Advisory Services LLP, and specifically, the expertise of John
Little."

The Company is pleased to engage the services of Mr. Little as
Chief Restructuring Officer, and has provided the following
biography for Mr. Little:

Mr. Little has over 25 years of management and leadership
experience and specializes in corporate restructuring services
including working capital management, debt capacity analysis,
business plan analysis and development, performance improvement,
vendor and business partner diligence, as well as many other
business performance issues.  He holds both the Chartered
Financial Analyst (CFA(R)) and the Certified Turnaround
Professional (CTP(R)) designations.  Prior to joining Deloitte &
Touche LLP, Mr. Little served as an active duty officer in U.S.
Army Engineer and Special Forces (Green Beret) units.  Mr. Little
will remain a principal of Deloitte Financial Advisory Services
LLP while he is engaged by the Company as a consultant.

The Company said the primary responsibilities of Mr. Little as its
interim Chief Restructuring Officer are:

-- Evaluating capital structure alternatives and identifying
additional sources of financing

-- Developing and executing plans to improve liquidity against
existing assets

-- Executing profitability improvement initiatives

-- Communicating with select key stakeholders

"John and his team have quickly learned our business and he has
earned the respect of our management team and our lender," said
Mr. McGeachy.  "John brings a unique skill set to our organization
that will serve us well during this time and allow our leadership
team more time to focus on serving our retail partners and
executing our core operations."

                         Form 10-Q Filing

The Company announced plans to file its quarterly report on Form
10-Q for the fiscal second quarter ended December 31, 2012 on or
before April 22, 2013.

"We evaluated our assets and decided to market certain inventories
more aggressively than historical averages in order to accelerate
demand. These actions have already generated additional
liquidity," said Mr. McGeachy.  "As a result of this effort, we
expect to incur material inventory write-down charges which will
be reflected in our second quarter results," continued
Mr. McGeachy.

"Although we learned some tough lessons this past holiday, we
believe we are taking appropriate aggressive action to accelerate
our turnaround in order to deliver sustainable profitability and
enhance our competitive position going forward.  Specifically, we
are evaluating how to improve our business by reducing its
complexity, including how we serve customers, manage the supply
chain, and use our facilities," continued Mr. McGeachy.

                        Covenant Violation

Tandy Brands confirmed it is in breach of the fixed charge
coverage covenant and is in negotiations with its senior lender to
address this violation.

"We fully expect to resolve our covenant breach with our senior
lender in the near term," said Mr. McGeachy.  "While we cannot
provide any assurances that these negotiations or our capital
raising efforts will be successful, the markets seem receptive to
providing the funding with sufficient flexibility we need to
achieve our profitability goals," continued Mr. McGeachy.

                        About Tandy Brands

Tandy Brands is a designer and marketer of branded men's, women's
and children's accessories, including belts, gifts, small leather
goods and bags.  Merchandise is marketed under various national as
well as private brand names through all major retail distribution
channels.


TAYLOR BEANS: Stradley Says It Didn't Botch $200M Loan Terms
------------------------------------------------------------
Matt Fair of BankruptcyLaw360 reported that Stradley Ronon Stevens
& Young LLP fired back Monday at claims it botched loan agreements
prepared for Sovereign Bank NA that backed $200 million fronted to
now-defunct Taylor Bean & Whitaker Mortgage Corp., arguing the
firm's involvement in the deal began after the loans were issued.

The report related that in a response filed in Pennsylvania state
court, Stradley said its attorneys were not involved in the
drafting of initial documents establishing security and collateral
for the loans.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TECHOS CARIBE: Case Summary & 15 Unsecured Creditors
----------------------------------------------------
Debtor: Techos Caribe, Inc.
        P.O. Box 69001
        Suite 380
        Hatillo, PR 00659

Bankruptcy Case No.: 13-01758

Chapter 11 Petition Date: March 7, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  E-mail: alex@fuentes-law.com

Scheduled Assets: $720,000

Scheduled Liabilities: $2,151,566

A list of the Company's 15 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/prb13-01758.pdf

The petition was signed by Luis E. Rodriguez Colon, president.


THOMPSON CREEK: Amends Performance Awards with Executive Officers
-----------------------------------------------------------------
Thompson Creek Metals Company Inc. entered into amendments to the
performance share unit award agreements entered into in 2010, 2011
and 2012 with each of Kevin Loughrey, the Company's chairman and
chief executive officer; S. Scott Shellhaas, the Company's
president and chief operating officer; Pamela L. Saxton, the
Company's executive vice president and chief financial officer;
Mark A. Wilson, the Company's executive vice president and chief
commercial officer; and Wendy Cassity, the Company's vice
president, general counsel and secretary, and amendments to the
restricted share unit award agreements entered into in 2012 with
Mr. Loughrey, Ms. Saxton and Mr. Wilson.

The PSU Amendments revise the award agreements governing these
executives' PSUs awarded in 2010, 2011 and 2012 to provide that,
upon a termination without cause, all PSUs will vest at "target"
and, upon a change of control, the Company will be deemed to have
achieved "target" performance and the Compensation and Governance
Committee of the Company's Board of Directors will determine that
either:

   (i) all such PSUs will immediately vest and settle upon the
       change of control; or

  (ii) the successor corporation must assume all those PSUs
       provided that, if assumed by the successor corporation,
       such PSUs will immediately vest and settle in the event
       that the executive is terminated or demoted during the 12-
       month period following the change of control.

This modification was made to conform the treatment of previously-
issued PSUs among the Company's executives, and to eliminate
ambiguity in Mr. Shellhaas's and Ms. Cassity's employment
agreements regarding treatment of PSUs upon a termination without
cause and a change of control.  The RSU Amendments revise the
award agreements governing certain executives' previously-issued
RSUs to provide that, upon a termination without cause, all RSUs
which would have vested within the following 24-month period will
immediately vest and, upon a change of control, all RSUs which
would have vested within the following 36-month period will
immediately vest.  This modification was made to conform the
treatment of previously-issued RSUs among the Company's
executives.

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

                        http://is.gd/HL5hfN

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at Sept. 30, 2012, showed
$3.61 billion in total assets, $1.71 billion in total liabilities
and $1.90 billion in shareholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TOVI TOVI: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Tovi Tovi Bespoke, Corp.
          dba Primo Coat Corp.
          aka BLH Imports
        43-15 Queens Street, 3rd Floor
        Long Island City, NY 11101

Bankruptcy Case No.: 13-41274

Chapter 11 Petition Date: March 6, 2013

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Todd Cushner, Esq.
                  GARVEY TIRELLI & CUSHNER, LTD.
                  50 Main Street, Suite 390
                  White Plains, NY 10606
                  Tel: (914) 946-2200
                  Fax: (914) 946-1300
                  E-mail: Todd@cushnergarvey.com

Scheduled Assets: $133,103

Scheduled Liabilities: $1,797,480

A copy of the Company's list of its 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-41274.pdf

The petition was signed by Alan Horowitz, president.


TRANS ENERGY: Hikes Borrowings Under Amended Credit Pact to $75MM
-----------------------------------------------------------------
Trans Energy, Inc.'s wholly owned subsidiary, American Shale
Development, Inc., amended and restated the credit agreement that
was previously entered into on Feb. 29, 2012, by and among
American Shale, several banks and other financial institutions or
entities that from time-to-time will be parties to the Credit
Agreement, and Chambers Energy Management, LP, as the
administrative agent.

The new credit agreement was entered into among the parties in
order to facilitate an increase in the principal amount of the
borrowings under the facility to $75 million from $50 million.
The $50 million of loans borrowed under the Original Credit
agreement are classified as "Tranche A Loans" and the incremental
$25 million of principal borrowings are classified as "Tranche B
Loans" in the A&R Credit Agreement.

Trans Energy remains a guarantor of the A&R Credit Agreement as is
Prima Oil Company, Inc., another of the Company's 100% wholly
owned subsidiaries.  In general, the key terms of the Original
Credit Agreement will continue to apply to the Tranche A Loans
under the A&R Credit Agreement.  The Tranche A Loans will continue
to bear interest at a per annum rate equal to the greater of 1% or
LIBOR, for a three month interest period, plus 10%.  The interest
rate for the Tranche B Loans is the same as for the Tranche A
Loans.  As was the case with the Original Credit Agreement, an
additional 1% per quarter may be charged on the Tranche A Loans if
American Shale exceeds the maximum Consolidated Leverage Ratio, as
defined in the A&R Credit Agreement, for any fiscal quarter as
provided in the A&R Credit Agreement.  This additional 1% will be
paid in kind upon the Tranche A Loans only, and no such payment
will be made upon the Tranche B Loans.  Upon the occurrence of any
event of default as defined in the A&R Credit Agreement, the loans
will bear interest at an additional 2% per annum.  Interest will
continue to be due and payable monthly in arrears, on the maturity
date and on the date of any prepayment of principal.

The Tranche B Loans were advanced as a single funding of $25
million on the Funding Date, Feb. 28, 2013, once all conditions
precedent were satisfied.  There will be no scheduled amortization
of the principal amount of the loans and all principal will be due
on Feb. 28, 2015, if not accelerated before that date.  The
Maturity Date is the same for the Tranche A Loans and the Tranche
B loans, and remains unchanged from the Original Credit Agreement.
The principal amount of the loans may be prepaid, but not
reborrowed.  If the loans are prepaid on or prior to the first
anniversary of the Funding Date, a make-whole amount will be
charged equal to the sum of the remaining scheduled payments of
interest with respect to the Tranche A Loans from the prepayment
date through the second anniversary of the Original Funding Date.
There is no corresponding make-whole amount with respect to the
Tranche B Loans in the event of a prepayment.  American Shale will
be required to pay a "Termination Fee" with respect to the Tranche
B Loans upon the earliest to occur of (i) a Change of Control (as
defined in the A&R Credit agreement), (ii) the exercise of the
Warrant Put Option and (iii) certain defaults under the A&R Credit
Agreement related to seeking relief from creditors or generally
being unable to repay debts as they come due.  The Termination Fee
will be equal to $12.5 million less all interest payments actually
made with respect to the Tranche B Loans prior to that date.

Also on the funding date of the A&R Credit Agreement, Trans Energy
and Prima executed an amendment to the Guarantee and Security
Agreement that was previously executed in connection with the
Original Credit Agreement.  The amended Guarantee and Security
Agreement continues to provide that Trans Energy and Prima will
guarantee the indebtedness of American Shale under the terms of
the A&R Credit Agreement, just as they did under the Original
Credit Agreement.

Additional information about the transaction is available at:

                         http://is.gd/YwMMQ7

A copy of the Amended & Restated Credit Agreement is available at:

                         http://is.gd/dHxW9F

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRIBUNE CO: Former Execs Say Trustee Can't Grab $46-Mil. Suits
--------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that terminated Tribune
Co. executives on Wednesday asked a Delaware bankruptcy judge to
reject a bid by the litigation trustee to take control of clawback
suits targeting $46 million they received as compensation, saying
the actions rightfully belong to the now-reorganized company.

The report related that originally brought by the creditors
committee in 2010, the clawback suits are a subset of adversary
complaints seeking to recover allegedly preferential payments made
to Tribune executives prior to the company's decent into
bankruptcy in 2008.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


UNIGENE LABORATORIES: Reacts to FDA Review of Salmon Calcitonin
---------------------------------------------------------------
Unigene Laboratories, Inc., commented on the outcome of the Food &
Drug Administration (FDA) Advisory Committee Meeting held on
March 5, 2013, to discuss whether the benefit of calcitonin salmon
for the treatment of postmenopausal osteoporosis outweighs a
potential risk of cancer.  The Advisory Committee concluded via a
12-9 vote that the benefits of calcitonin products, including
Fortical(R), do not outweigh the potential risks associated with
their use and, as a result, should not continue to be broadly
marketed.  Unigene is the manufacturer of Fortical Nasal Spray, a
calcitonin containing product indicated for the treatment of
osteoporosis that is distributed in the USA by Upsher Smith
Laboratories, Inc.

Additionally, the Advisory Committee recommended via a 20-1 vote
that fracture prevention data should be required for the approval
of new oral calcitonin products in development for osteoporosis
prevention and treatment.  This recommendation could impact
Unigene's licensee, Tarsa Therapeutics.  Tarsa Therapeutics is
currently developing an oral calcitonin tablet for the treatment
of postmenopausal osteoporosis.

Ashleigh Palmer, Unigene's Chief Executive Officer, stated, "It is
our understanding that the FDA will now take the Advisory
Committee's recommendations under consideration.  Restricting the
use of calcitonin drugs has been a possibility since last year's
negative EMA ruling on calcitonin containing products.  Currently,
we are evaluating how the specific recommendations from
yesterday's Advisory Committee Meeting are likely to affect
Unigene.  However, to be clear, they are certain to have a
materially adverse impact on the Company's financial situation and
operations in the near term.  We anticipate being able to provide
more details in our upcoming 2012 fourth quarter and year-end
update, when we will also discuss other Unigene initiatives and
programs not affected by this development."

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

The Company's balance sheet at Sept. 30, 2012, showed $13.20
million in total assets, $96.78 million in total liabilities and a
$83.57 million total stockholders' deficit.

The Company's independent registered public accounting firm added
a paragraph to their opinion issued in connection with their audit
of the financial statements as of and for the year ended Dec. 31,
2011, that emphasizes conditions that raise substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company's ability to generate
additional revenue or obtain additional funding will determine the
Company's ability to continue as a going concern for a reasonable
period of time.

                         Bankruptcy Warning

"Under the Restated Financing Agreement, as amended by the
Forbearance Agreement, future events of defaults include a
quarterly cash flow reconciliation that shows a negative variance
of 10% or more of actual cash revenue minus actual cash expenses
for an applicable quarter versus the applicable quarterly cash
flow forecast delivered by us; failure to maintain a cash balance
in a specified account in excess of $250,000; failure to pay
principal or interest; filing for bankruptcy; breach of covenants,
representations or warranties; the occurrence of a material
adverse effect (as defined in the Restated Financing Agreement); a
change in control (as defined in the Restated Financing
Agreement); any material decline or depreciation in the value or
market price of the collateral; the failure of any registration
statement required to be filed to be declared effective by the
Securities and Exchange Commission ("SEC"), and maintained
effective pursuant to the terms of a Second Amended and Restated
Registration Rights Agreement, dated as of September 21, 2012;
failure to obtain a required amendment to our certificate of
incorporation to increase the authorized shares of our common
stock; a Conversion Failure (as defined in the Notes) and a breach
of any agreement or covenant contained in the Forbearance
Agreement.  Upon any default, among other remedies, both principal
and interest would be accelerated and additional charges would
apply.  In addition, there is no assurance that the Notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Notes when they come due.  There can be no assurance that new
financings will be available on acceptable terms, if at all.  In
the event that we default, the VPC Parties could acquire control
of the Company and will have the ability to force us into
involuntary bankruptcy and liquidate our assets," the Company said
in its quarterly report for the period ended Sept. 30, 2012.


UNITED WESTERN: Can't Overturn OTS' Seizure
-------------------------------------------
Daniel Wilson of BankruptcyLaw360 reported that United Western
Bancorp Inc. lost its bid Tuesday to overturn the Office of Thrift
Supervision's 2011 seizure of purportedly insolvent United Western
Bank, after a Washington federal judge ruled the decision was
based on reasonable evidence of the bank's murky financial
condition.

The report related that according to U.S. District Judge Amy
Berman Jackson, the OTS' decision to put the bank into Federal
Deposit Insurance Corp. receivership was within its authority
under the Financial Institutions Reform, Recovery, and Enforcement
Act.

                       About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

United Western listed the value of the assets as "unknown" while
showing $53.3 million in debt, including a $12.3 million secured
claim owing to JPMorgan Chase Bank NA.  The holding company listed
assets of $2.221 billion and liabilities of $2.104 billion on the
June 30, 2010, balance sheet, the last financial statement filed
before the bank was taken over.

United Western's deposits and branches were transferred by the
Federal Deposit Insurance Corp. to First-Citizens Bank & Trust Co.
of Raleigh, North Carolina.  When the bank was taken over, it had
$1.65 billion in deposits, the FDIC said.  The cost of the
takeover to the FDIC was $313 million, the FDIC said in a
statement at the time.


UNITED WESTERN: May Seek Ch. 7 After Suit vs. Comptroller Killed
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that United Western Bancorp Inc., the holding company for
a bank taken over by regulators in January 2011, may end up in
liquidation because a federal district judge in Washington
vaporized the largest potential asset, a lawsuit against the U.S.
Comptroller of the Currency alleging that the regulatory takeover
of the bank subsidiary was "arbitrary and capricious."

According to the report, U.S. District Judge Amy Berman Jackson
wrote a 40-page opinion on March 5 dismissing the suit after
concluding that the Comptroller and the Office of Thrift
Supervision didn't abuse their discretion in having the bank taken
over by the Federal Deposit Insurance Corp.

The report relates that United Western was scheduled to file a
modified Chapter 11 plan on March 8.  Instead, the company asked
the bankruptcy judge in Denver for another 30 days.  In the
meantime, United Western said it will decide whether liquidating
in Chapter 7 is better for creditors.

Mr. Rochelle points out that United Western was facing tough
sledding in any event.  The U.S. Trustee and JPMorgan Chase Bank
NA were both opposing approval of disclosure materials, and the
Justice Department's bankruptcy watchdog already filed papers
seeking conversion to liquidation in Chapter 7.  The bank faulted
the plan for ignoring subordination provisions in loan agreements
by allowing junior creditors to be paid before JPMorgan's claim
was paid in full.

Judge Jackson, the report discloses, said the agencies' decision
to liquidate a bank is "highly discretionary."  She said the
proper inquiry wasn't whether it was "necessary" to put the
institution into liquidation.  The issue, she said, is whether the
agencies' action was "unreasonable."

The bank argued unsuccessfully that it could have survived if
regulators had "just given it a little more time."

United Western's other main asset is a tax refund of $4.85 million
which the FDIC claims as receiver for the failed bank subsidiary.

                       About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

United Western listed the value of the assets as "unknown" while
showing $53.3 million in debt, including a $12.3 million secured
claim owing to JPMorgan Chase Bank NA.  The holding company listed
assets of $2.221 billion and liabilities of $2.104 billion on the
June 30, 2010, balance sheet, the last financial statement filed
before the bank was taken over.

United Western's deposits and branches were transferred by the
Federal Deposit Insurance Corp. to First-Citizens Bank & Trust Co.
of Raleigh, North Carolina.  When the bank was taken over, it had
$1.65 billion in deposits, the FDIC said.  The cost of the
takeover to the FDIC was $313 million, the FDIC said in a
statement at the time.


VERTIS HOLDINGS: To Wind Down Ontario Unit, Taps Canadian Counsel
-----------------------------------------------------------------
Vertis Holdings, Inc., and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Gowlings Lafleur Henderson LLP as Canadian counsel, nunc
pro tunc to Jan. 19, 2013.

The Debtors need Gowlings because they intend wind down their
operations in Canada, specifically their facility in Stevensville,
Ontario, and commence ancillary proceedings in Canada asking that
the Ontario Superior Court of Justice to recognize the Debtors'
Chapter 11 cases as a "foreign main proceeding" under applicable
provisions of the Companies' Creditors Arrangement Act.

Gowlings attorneys will be paid C$370 to C$750 per hour and C$200
to C$380 per hour for legal assistants and document clerks.  The
firm will also be reimbursed for necessary out-of-pocket expenses.

David Cohen, Esq., a partner at Gowlings Lafleur Henderson LLP, in
Toronto, Ontario, assures the Bankruptcy 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.  Mr. Cohen also discloses that Gowlings has served
as Canadian counsel to the Debtors prior to the Petition Date, and
holds a claim for outstanding fees and expenses incurred in
connection with those services in the amount of C$57,146.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VERTIS HOLDINGS: Seeks to Access Morgan Stanley Cash Collateral
---------------------------------------------------------------
Vertis Holdings, Inc., and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to use
the collateral securing their prepetition indebtedness from a
group of term loan lenders led by Morgan Stanley Senior Funding,
Inc., as administrative agent, and Morgan Stanley & Co.
Incorporated, as collateral agent.

The Prepetition Term Loan Lenders made loans to or for the benefit
of Vertis in an aggregate principal amount of approximately $425
million.  All obligations of the Debtors arising under the
Prepetition Term Loan Facility are secured by first priority liens
on substantially all of the Debtors' assets.

The Cash Collateral will be used to fund the transition operations
of the Debtors on a day-to-day basis, and ultimately fund the
winding down of their estates.  The Cash Collateral will be used
in accordance with a two-week budget.

The Prepetition Term Loan Lenders will be granted adequate
protection in the form of a wind-down reserve in an amount not
less than $20 million, replacement liens, and superpriority
claims, subject to a carve-out that includes, among others,
payment to professionals in an amount not exceeding $250,000.
Specifically, the adequate protection will come in the form of a
wind-down reserve in an amount not less than $20 million.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


WALKER MANAGEMENT: Summary Judgment in Meadowbrook Suit Upheld
--------------------------------------------------------------
Judges Ronald Graves, Marianne Espinosa and Michael Guadagno of
the Superior Court of New Jersey, Appellate Division, affirmed a
bankruptcy court judgment entered in favor of Meadowbrook
Industries LLC in the lawsuit styled as, MEADOWBROOK INDUSTRIES,
LLC v. WALKER MANAGEMENT SYSTEMS, INC.

In March 2009, Meadowbrook Industries and Walker, both licensed
solid waste collection utilities, entered into an Asset Purchase
Agreement in which Meadowbrook acquired substantially all of
Walker's solid waste collector assets.  On September 1, 2009,
Meadowbrook initiated a litigation against Walker Management, Lori
Walker-Vance and Michael Vance, alleging breach of contract and
violation of restrictive covenant provisions of the APA.

Walker filed a Chapter 11 bankruptcy petition on September 17,
2009.  In its petition, Walker listed the APA as an executory
contract that it was entitled to reject pursuant to the Bankruptcy
Code, 11 U.S.C.A. Section 365(a). Walker contended that the
Agreement should be voided ab initio because the parties had
failed to obtain approval from the New Jersey Department of
Environmental Protection for the transaction. The Bankruptcy Court
issued an order in November 2009, declaring the APA was not an
executory contract and therefore could not be rejected by Walker.

In December 2009, Walker filed an answer and counterclaim in the
Meadowbrook lawsuit, alleging that Meadowbrook had breached the
contract and the covenant of good faith and fair dealing and
fraudulently induced defendants to enter into the contract.
Meadowbrook filed a motion for summary judgment on the issue of
liability. In opposition, Walker argued that the APA was
unenforceable without the approval of the DEP pursuant to N.J.S.A.
48:3-7(c).

The court granted summary judgment to Meadowbrook on liability
and, following a trial on damages, entered judgment in favor of
Meadowbrook and against Walker in the amount of $38,166.

Walker appealed.

In their ruling, Judges Graves, Espinosa and Guadagno said they
are satisfied that the agreements between the parties were not
rendered illegal or unenforceable due to the failure to obtain DEP
approval, and further, that Walker's argument to the contrary is
appropriately barred under the doctrine of unclean hands.

"To the extent we have not addressed any issues raised by
appellant, we have not done so because they lack sufficient merit
to warrant discussion in a written opinion," the panel noted.

The case is MEADOWBROOK INDUSTRIES, LLC, Plaintiff-Respondent, v.
WALKER MANAGEMENT SYSTEMS, INC., Defendant-Appellant, and LORI
WALKER-VANCE and MICHAEL VANCE, Defendants, No. A-3568-11T4.

John T. Ambrosio, Esq., at Ambrosio & Tomczak represents Walker
Management Systems, Inc.

James G. Aaron, Esq. -- jga@ansellgrimm.com -- and Lynne Petillo,
Esq. -- lpetillo@ansellgrimm.com -- at Ansell Grimm & Aaron, P.C.,
represent Meadowbrook Industries, LLC.

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


WATCO COMPANIES: Moody's Rates New $400 Million Notes Offer 'B3'
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Watco
Companies L.L.C.'s ("Watco" -- privately owned short line railroad
operator) proposed $400 million senior unsecured notes due 2023.
At the same time, Moody's has assigned a first time Corporate
Family Rating to Watco of B1 and a B1-PD Probability of Default
Rating. Proceeds of the financing will be used primarily to
refinance existing debt. The ratings outlook is stable. Watco
Companies L.L.C., along with its wholly-owned subsidiary Watco
Finance Corp. are co-issuers of these notes.

Ratings Rationale:

The B1 CFR reflects the high leverage and sizeable amount of debt
that the company carries on a revenue base that can be considered
modest when compared to other railroad operators. The ratings also
take into account relatively thin operating margins, which result
in credit metrics commensurate with the rating. Additionally,
event risk associated with potential growth initiatives serves as
a ratings constraint as Moody's believes that Watco will pursue
acquisitions to expand its portfolio of railroads (currently 30)
or other operations in order to grow, much as it has in the past.
However, offsetting many of these risks, the company has shown a
good track record of appropriate acquisitions and smooth
integration of railroads and other related businesses over the
years.

Ratings also positively consider Watco's reliable and diversified
revenue base, comprising a wide range of freight groups with
limited exposure to commodities with volatile or declining demand,
such as coal. Strong, long term relationships with key freight
customers are expected to contribute to a stable revenue base over
the near term.

On close of the planned refinancing transaction, Watco will carry
over $660 million of total debt (including Moody's standard
adjustments, primarily for operating leases, as well as the
reclassification of a portion of the $99 million of preferred
equity as debt), which represents over 100% of the company's
current annual revenue. Operating margins at Watco, estimated at
less than 10% in 2012, are thin when compared to other railroad
companies. Class I railroads typically have operating margins of
25-35%, while larger short line operators show margins of 15-20%.
Moody's recognizes that much of this margin weakness can be
attributable to the substantial portion of the company's revenue
that is derived from non-railroad operations: approximately one-
third of Watco's revenue is represented by the less profitable
rail car maintenance and repair services business units.
Nonetheless, consolidated margin at this level lead to pro forma
2012 metrics estimated at the following: Debt to EBITDA at
approximately 5.8 times; EBIT to Interest of about 1.4 times; and
Funds from Operations to Debt of 13%.

While these metrics are somewhat weak for the current rating,
Moody's expects that the company will experience improving margins
on modest revenue growth, which will result in an improvement in
credit metrics to levels more typical of the B1 rating. However,
Moody's does not believe that the company will materially reduce
debt levels over the near term, as (a) the majority of the
company's debt is represented by the new senior notes and (b) the
company will likely pursue acquisitions to facilitate growth over
the next few years, as indicated by the sizeable ($600 million)
revolving credit facility.

The $400 million of senior notes are rated B3, which is two
notches below the CFR. The lower rating reflects the impact that
the company's sizeable secured revolving credit facility has on
the implied recovery of these notes under Moody's Loss Given
Default methodology. The $600 million secured revolver is ranked
senior to the unsecured notes.

Moody's believes that Watco will maintain a good liquidity
position in the near term, characterized by robust cash generation
and access to a large credit facility. Moody's estimates that the
company will generate operating cash flow in excess of $100
million in 2013, which should allow the company to cover its
capital spending needs while repaying a modest amount of its
revolver drawings over that period. Moody's estimates Watco's
capital expenditures (net of third party grants and reimbursements
associated with such investments) at less than 15% of revenue,
which is modest compared to railroad peers. This limits the
potential cash call for network investments.

Strong free cash flow generation is important to Watco's
liquidity, offsetting the minimal cash balance that the company
typically maintains (less than $3 million as of December 2012). On
close of the proposed refinancing, Watco expects to have almost
$100 million drawn against the revolving credit facility. Although
it is expected that the company will repay a portion of these
drawings in 2013, Moody's also expects that the company could make
use of this facility to fund acquisitions over the next few years.
Moody's expects the company to be comfortably compliant with
financial covenants prescribed under the revolving credit facility
over the near term.

The stable ratings outlook reflects expectations that Watco will
be able to slowly grow its revenue base on existing business over
the near term, while gradually improving operating margins to
levels in excess of 10%. This should allow the company to
gradually improve credit metrics from current pro forma levels
through 2013, and to generate sufficient free cash flow to repay a
modest amount of its revolver over this period.

Ratings or their outlook could be adjusted downward if revenue
declines materially due to weakness in any of its business units,
or if the company were to undertake a more aggressive growth
strategy that would involve a material increase in debt and
heightened integration risks. Lower ratings could also result if
the company were to implement more aggressive shareholder return
policies, such as a debt-funded distribution initiative. Rating
pressure could also occur with metrics of the following levels:
operating margins below 6%; Debt to EBITDA in excess of 6.0 times;
EBIT to Interest of less than 1.2 times; or Funds from Operations
to Debt of less than 10%.

Upward rating consideration could be warranted if the company
demonstrates steady revenue growth at improving operating margins,
without a material increase in debt. In particular, sustained Debt
to EBITDA below 4.5 times or EBIT to Interest above 2.0 times
could warrant a ratings upgrade.

Assignments:

Issuer: Watco Companies, L.L.C.

  Corporate Family Rating, Assigned B1

  Probability of Default Rating, Assigned B1-PD

  Senior Unsecured Regular Bond/Debenture Assigned B3 (LGD5, 78%)

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

Watco Companies, L.L.C., headquartered in Pittsburg, KS, is a
short line railroad operator. The company also provides rail car
maintenance and repair services and port operations in North
America.


WATERSCAPE RESORTS: Bankr. Court to Decide on CEE Claim
-------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein refused to abstain from
hearing a summary judgment motion filed by the Council for
Economic Education (CEE) on Waterscape Resort LLC's claim
objection.

CEE leased space from RP Stellar 1140 LLC.  CEE agreed to sublease
the space to the Debtor in broom clean and "working order"
condition by November 2008.  RP Stellar consented to the sublease
and agreed to do some demolition work to accommodate the Debtor.
The Debtor was entitled to a $2,000 rent credit for each day that
delivery was delayed later than Nov. 15, 2009.  CEE contended that
it made the delivery on Nov. 21, 2008 and the Debtor received a
$12,000 credit.  The Debtor, however, claimed delivery did not
occur by agreed date and it did not obtain occupancy until
December 2008 or January 2009.  The Debtor then refused to pay
three months' rent to CEE.

The Debtor went on to sue Stellar and CEE in state court for
damages relating to alleged faulty demotion work, and CEE
counterclaimed for the unpaid rent.

By April 2011, the Debtor filed for bankruptcy and CEE eventually
filed a proof of claim.  The Debtor objected to the claim.  CEE
moved for summary judgment on the claim, and the Debtor moved for
permissive abstention to allow the state court to decide on the
issue.

In his March 5, 2013 order, Judge Bernstein said the Debtor has
failed to prove that it is feasible to resolve the rent claim in
state court.  "Since CEE holds a claim that is not allowed by
virtue of the Debtor's objection, the plan injunction prevents it
from prosecuting its claim in state court," the judge said.

A copy of Judge Bernstein's March 5 Memorandum Decision is
available at http://is.gd/lKDLgFfrom Leagle.com.

                    About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel and Residences, filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
11-11593) on April 5, 2011.  Waterscape acquired property
consisting of three contiguous buildings at 66, 68 and 70 West
45th Street in Manhattan, for the sum of $20 million, and
developed the property into a 45-storey condominium project
including a luxury hotel, a restaurant and luxury residential
apartments.  The purchase was financed with a $17 million
acquisition loan and mortgage from U.S. Bank Association.  The
Cassa NY Hotel and Residences features 165 hotel rooms, and above
the hotel units, 57 residences.

Brett D. Goodman, Esq., and Lee William Stremba, Esq., at Troutman
Sanders LLP represent the Debtor as Bankruptcy Counsel.  Holland &
Knight LLP serves as its special litigation counsel.  The Debtor
disclosed $214,285,027 in assets and $158,756,481 in liabilities
as of the Chapter 11 filing.

Schiff Hardin LLP served as counsel to a 3-member Official
Committee of Unsecured Creditors.

U.S. Bankruptcy Judge Stuart Bernstein confirmed Waterscape's
reorganization plan on July 22, 2011, which calls for repaying
much of the company's debt with proceeds from the $128 million
sale of the hotel section of the development.  The Plan was filed
May 6, 2011.


WEST SEATTLE FITNESS: To Sell Assets, Cancel Prepaid Contracts
--------------------------------------------------------------
Richard A. Hooper, the Chapter 11 Trustee for West Seattle Fitness
LLC, is seeking Court approval to sell the Debtor's equipment and
personal property located at 2629 SW Andover Street, Seattle,
Washington, free and clear of all liens to West Seattle Fitness
Club, LLC.  The Trustee said the buyer intends to continue
operating the Club.

The Chapter 11 Trustee also seeks Court approval to (1) a ssume
and assign to the buyer the contracts of those members on month-
to-month contracts and those members on prepaid long term
memberships who purchased those membership after the bankruptcy
filing date.  The Trustee intends to reject the contracts of the
remaining long term prepaid members upon the sale of the Club to
the buyer.

A hearing on the proposed sale is set for March 22 before Judge
Karen Overstreet.

West Seattle Blog editor Tracy Record reports the buyer is a
company owned by former Seahawks player Sam Adams.

The Blog also reports the Chapter 11 trustee is seeking to cancel
2,100 prepaid contracts club members purchased before the
bankruptcy proceedings started.

The Blog relates the the Buyer proposes to purchase the
Transferred Assets for a purchase price of $75,000 pursuant to the
terms of the Agreement.  As part of the Agreement, the Buyer will
assume all of the month-to-month memberships in good standing as
of the entry of the Sale Order, as well as all post-petition
prepaid Club memberships listed on Schedule 1.1(b).  The Buyer
will not be assuming the pre-petition long term member contracts
and the Trustee will be rejecting these contracts.

According to the Blog, prospective new owner Sam Adams said Sunday
he expects to honor "99 percent" of the 2,100 contracts but not
those he described as "illegal" -- very-long-term contracts (3 or
more years, he thought) including those that resulted from
investment money given to the longtime owners as they proposed a
new club on the Eastside.  Mr. Adams also plans to rename the firm
as West Seattle Athletic Club.

West Seattle Fitness LLC does business as Allstar Fitness.  West
Seattle Fitness LLC filed for Chapter 11 bankruptcy (Bankr. W.D.
Wash. Case No. 12-18818) on Aug. 27, 2012, estimating both assets
and debts under $1 million.  A copy of the petition is available
at http://bankrupt.com/misc/wawb12-18818.pdf West Seattle Fitness
was represented by James E. Dickmeyer, Esq.

Richard A. Hooper was later named the Chapter 11 Trustee for West
Seattle Fitness.  He is represented by Yousef Arefi-Afshar, Esq.,
and John R. Rizzardi, Esq. -- yarefi-afshar@cairncross.com -- at
Cairncross & Hempelmann, P.S.


WESTMORELAND COAL: Incurs $13.6 Million Net Loss in 2012
--------------------------------------------------------
Westmoreland Coal Company reported a net loss of $13.66 million on
$600.43 million of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $36.87 million on $501.71 million of
revenue during the prior year.  The Company incurred a net loss of
$3.17 million on $506.05 million of revenue in 2010.

As of Dec. 31, 2012, Westmoreland had total liquidity of $74.7
million, including cash on hand, and $23.1 million and $20 million
of credit availability under the WML and corporate revolving lines
of credit, respectively.  Both of the credit facilities had no
borrowings with one outstanding letter of credit in the amount of
$1.9 million on the WML line.

"We built upon the strong trends established earlier in the year
and delivered an excellent fourth quarter," said Keith E. Alessi,
Westmoreland's CEO.  "We achieved these results despite the fact
that our major Beulah mine customer experienced an unexpected
maintenance issue, which shut the plant down for the last seven
weeks of the quarter.  Fourth quarter adjusted EBITDA increased to
$28.0 million, up 145.1% from the prior year.  Fourth quarter
operating income increased to $8.6 million, up 296.1% from the
prior year.  This contributed to our record 2012 results.  During
the quarter, we repurchased $23.0 million of our 10.75% senior
secured notes and ended the year with a net leverage ratio of
3.00.  At the time of the Kemmerer mine acquisition in January
2012, the proforma net leverage ratio was approximately 4.2.
During 2012, we retired a total of $44.8 million in debt and
incurred $42.7 million in debt-related interest expenses.  We
believe that our strategy of deleveraging is a sound one and, as
we continue to do so, the related reduction in interest expense
will improve our net income."

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

                       http://is.gd/gqdlCT

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company's balance sheet at Sept. 30, 2012, showed $971.15
million in total assets, $1.22 billion in total liabilities and a
$252.74 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WHOLE NOTE: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Whole Note LLC
        1616 J. Street
        Sacramento, CA 95815

Bankruptcy Case No.: 13-23032

Chapter 11 Petition Date: March 6, 2013

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Thomas Holman

Debtor's Counsel: George Faghi, Esq.
                  LAW OFFICES OF GEORGE FAGHI
                  2366 Gold Meadow Way, 2nd Floor
                  Gold River, CA 95670
                  Tel: (916) 631-7722

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

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

The petition was signed by George Faghi, manager.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Standard Insurance Company         Mortgage Loan        $2,210,916
19225 NW Tanasbourne Drive, 3rd Floor
Hillsboro, OR 97124


* Lien on Auto May be Voided Using Wildcard Exemption
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco ruled on
March 5 that a bankrupt can use the so-called wildcard exemption
on an automobile even when state law limits the amount of an
exemption for autos.  The case is Orange County Credit Union v.
Garcia (In re Garcia), 11-56076, 9th U.S. Circuit Court of Appeals
(San Francisco).


* Fitch Says Stress Tests Offer More Room for Regional Banks
------------------------------------------------------------
The first round of this year's Fed-supervised bank stress tests
highlights the relative resilience of U.S. regional and custody
banks in a severe economic stress scenario. The largest trading
and universal banks, on the other hand, will likely face
constraints in pursuing more aggressive capital distribution plans
in part because of severe market shock assumptions employed in the
tests, according to Fitch.

The Fed-administered tests, which analyze the ability of 18 large
U.S. financial institutions to absorb severe economic and market
pressure in a hypothetical adverse scenario, support the view that
most banks' capital and liquidity positions are sufficiently
strong to incur heavy losses in their loan and trading books over
a prolonged period (nine quarters). Of the institutions reviewed,
only Ally Financial failed to maintain a Tier 1 capital ratio
above 5%, after stresses were applied through the end of 2014.

Importantly, the first review assumes that all institutions
maintain dividends at existing levels and that no additional
capital actions (dividend increases or share repurchases) take
place.

Related results from the Comprehensive Capital Adequacy Review
(CCAR) tests, which factor in banks' planned capital actions, will
be released on March 14. Based on the results of the first round
of Dodd-Frank tests, we expect all institutions except Ally to
meet the Fed's minimum capital requirements for the CCAR. This is
supported by the fact that banks are able to resubmit their
capital plans after reviewing first-round results.

Large regional and custodial banks saw less significant declines
in projected Tier 1 capital ratios by year-end 2014 under the
severely adverse scenario. Regional institutions, including BB&T,
PNC, US Bancorp and Fifth Third, all maintained capital ratios
above 7% at the end of 2014 under the severe stress assumptions.
Custodial banks, including State Street and Bank of New York
Mellon, fared best among all institutions in terms of capital
levels and projected losses.

The relative strength of these institutions reflects the smaller
size of their trading operations and what appears to be relatively
harsh market risk scenarios applied to the trading and derivative
books of the largest U.S. institutions.

Fitch says, "We believe the projected risk-based capital ratios
for the largest trading banks were affected significantly by the
much higher risk-weighted assets assumed under the Market Risk
Capital Rule implemented Jan. 1, 2013. Therefore regulatory
capital ratios under DFAST are not directly comparable to last
year's test for the largest institutions -- JP Morgan Chase, Bank
of America, Citigroup, Goldman Sachs and Morgan Stanley -- due to
the significantly higher risk weightings."

The big six banks also faced a heavier burden as a result of the
time horizon and scope of the global market shock used in the
severely adverse case. The global market stress was applied early
in the testing horizon, imposing larger losses on trading banks
and magnifying declines in capital relative to the other banks.
Trading, private equity and derivative positions of the big six
banks were subject to this instantaneous shock.

For the most part, projected trading and counterparty losses for
the big six banks under the Fed's test were not significantly
different from the banks' own estimates, provided separately. As
an example, Goldman Sachs's estimate of $23.3 billion in losses by
the end of 2014 was only modestly lower than the stress test
result of $24.9 billion.

Citigroup fared significantly better in this year's stress test
relative to 2012. Following the release of test results, the bank
has already announced its request to repurchase $1.2 billion in
shares, aimed at offsetting dilution. Citi has no plans to
increase its dividend payout.

Stresses applied in the tests appeared quite onerous. The severely
adverse scenario assumes a sharp economic contraction beginning in
2013, with the U.S. unemployment rate rising by four percentage
points to almost 12%. Residential and commercial real estate
prices are assumed to fall by almost 20% by year-end 2014, and
equity prices are assumed to fall by 50% from late-2012 levels.


* Moody's Sees Improvements in U.S. P&C Insurers for 2012
---------------------------------------------------------
Moody's-rated U.S. P&C insurance companies reported improved
earnings for 2012, with net income increasing nearly 50% over
2011, says Moody's Investors Service in its new special comment
"US P&C Insurers Earnings Improve in 2012 Despite High CATs;
Pricing Momentum Continues."

"The improvement was driven primarily by lower, though still high,
catastrophe losses and higher earned premiums," says Enrico Leo, a
Moody's Assistant Vice President and author of the report. "In
addition, investment income increased modestly while reserve
releases were down for most companies from the prior year,
continuing their moderating trend."

Moody's expects that favorable pricing momentum and a gradually
improving economy, coupled with relatively benign loss cost
trends, will benefit accident year loss ratios and underwriting
margins for 2013, excluding catastrophes. Retention ratios should
remain relatively stable as the rate increases are broad based
across the industry. Offsetting these positive factors are
headwinds from tapering loss reserve releases and still-low
investment yields, which should help support the improving pricing
environment, says the rating agency.

The rate increases reported by companies affected all business
lines, with Moody's rated companies reporting net premiums written
up about 5% for the year. This was a result of both cumulative
rate increases and exposure growth, says Moody's.

The impact of Superstorm Sandy also pushed up 2012 catastrophe
losses, although losses were lower than in 2011. Moody's-rated P&C
insurers reported total 2012 pre-tax catastrophe losses of
approximately 6% of shareholders' equity. Fourth quarter P&C
earnings were negatively impacted, though companies still turned a
profit for the quarter.

In addition, reserve releases boosted 2012 earnings, although some
insurers reported adverse reserve development, primarily in
workers' compensation and other long tail casualty lines.
Investment income also increased during the year, but mostly due
to gains in alternative investments and equities as the low
interest rate environment continues to pressure fixed income
portfolio yields.


* Moody's Reports 2.7% Global Spec-Grade Corporate Default Rate
---------------------------------------------------------------
Moody's trailing 12-month global speculative-grade default rate
finished at 2.7% last month, unchanged from January's rate
following the backfill of four defaults over the past 12 months.
February's global default rate came in close to Moody's year-ago
forecast of 2.6%, the rating agency says in its monthly default
report. At this time last year, the global rate was 2.1%.

Six defaults were recorded among Moody's-rated corporate debt
issuers in February, sending the year-to-date default tally to 11,
compared with 10 for the first two months of 2012. Among last
month's defaulters, four were from Europe; SNS Bank N.V. and its
affiliate SNS Reaal N.V. defaulted on their dated subordinated
debt as part of their nationalization.

"Corporate defaults have been remarkably steady over the last
several months," notes Albert Metz, Managing Director of Credit
Policy Research.

In the US, the speculative-grade default rate also held steady
from January to February, at the level of 3.3%. At this time last
year, the US rate was 2.3%. In Europe, the rate rose to 2.0% in
February from 1.6% (revised) in January. Last year, the European
default rate stood at 3.0% at end-February.

Based on its forecasting model, Moody's now expects the global
speculative-grade default rate to end 2013 at 2.7%. That rate, if
realized, would be close to 2012's year-end rate at 2.8% and well
below the average of 4.7% since 1983. By region, the model
predicts that the rate will be 2.5% in the US and 3.5% in Europe
at the end of this year. Across industries, Moody's expects
default rates to be highest in the Forest Products & Paper sector
in the US, and the Hotel, Gaming & Leisure sector in Europe, 12
months down the road.

By dollar volume, the global speculative-grade bond default rate
rose to 1.5% in February from 1.3% (revised) in January. The
global dollar-weighted default rate was 1.5% at the end of
February last year.

In the US, the dollar-weighted speculative-grade bond default rate
came in at 1.5% in February, unchanged from the prior month. The
comparable rate was 1.3% a year ago.

In Europe, the dollar-weighted speculative-grade bond default rate
jumped to 1.4% in February from 0.6% in January. Last year, the
European rate stood at 2.4% at end-February.

Moody's global distressed index came in at 9.5% at the end of
February 2013, down from 12.1% in January. A year ago, the index
stood at 19.3%.

In the leveraged-loan market, Revel Atlantic City, LLC was the
only company that defaulted on Moody's-rated loans last month.
Moody's trailing 12-month US leveraged loan default rate remained
unchanged at 2.7% from January to February. Last year, the loan
default rate ended February at 1.5%.


* Significant Differences Continue in Foreclosure Pipelines
-----------------------------------------------------------
The January Mortgage Monitor report released by Lender Processing
Services found significant differences continue in foreclosure
pipelines between states with judicial and non-judicial
foreclosure processes.  Though both foreclosure starts and sales
rates have been relatively volatile at the national level due to
the effects of regional processes and compliance issues, the
foreclosure inventory in judicial states remains three times that
of non-judicial states.  However, according to LPS Applied
Analytics Senior Vice President Herb Blecher, even this now-
familiar judicial/non-judicial dichotomy is not as clearly defined
as it once was.

"On average," Mr. Blecher said, "pipeline ratios -- the rate at
which states are currently working through their existing backlog
of loans either in foreclosure or serious delinquency -- are
almost twice as high in judicial states than non-judicial states.
At today's rate of foreclosure sales, it will take 62 months to
clear the inventory in judicial states as compared to 32 months in
non-judicial states.  A few judicial states -- New York and New
Jersey in particular -- have such extreme backlogs that their
problem-loan pipelines would take decades to clear if nothing were
to change.

"More recently, certain non-judicial states, such as Massachusetts
and Nevada, have enacted 'judicial-like' legislative and/or legal
actions which have greatly extended their pipeline ratios.
Nevada's 'time to clear' has extended from 27 months in January
2012 to 57 months as of January 2013.  The change in Massachusetts
has been even more pronounced.  Since June of last year, its
pipeline ratio has gone from 75 to 171 months.  As California's
recently enacted Homeowner's Bill of Rights is closely modeled on
the Nevada legislation, we'll be watching that state closely over
the coming months to gauge its impact, as well."

The January data also showed that, despite an overall national
trend of improvement, new problem loan rates remain high in states
with large numbers of "underwater" borrowers.  So-called "sand
states," such as Nevada, Florida and Arizona, are still seeing
high levels of negative equity (45, 36 and 24 percent of borrowers
are underwater, respectively), and each of those states is
experiencing higher-than-average levels of new problem loans.
Additionally -- and further underscoring the differences seen
between judicial and non-judicial states -- new problem loan rates
in non-judicial states declined slightly over the last six months,
while increasing almost 20 percent in judicial states.

As reported in LPS' First Look release, other key results from
LPS' latest Mortgage Monitor report include:

Total U.S. loan delinquency rate: 7.03%

Month-over-month change in delinquency rate: -2.03%

Total U.S. foreclosure pre-sale inventory rate: 3.41%

Month-over-month change in foreclosure pre-sale
inventory rate: -0.82 %

States with highest percentage of non-current* loans:
FL, MS, NJ, NV, NY

States with the lowest percentage of non-current* loans:
MT, AK, WY, SD, ND

* Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.

Totals are extrapolated based on LPS Applied Analytics' loan-level
database of mortgage assets.

                 About Lender Processing Services

Lender Processing Services -- http://www.lpsvcs.com-- delivers
comprehensive technology solutions and services, as well as
powerful data and analytics, to the nation's top mortgage lenders,
servicers and investors. A s a proven and trusted partner with
deep client relationships, LPS offers the only end-to-end suite of
solutions that provides major U.S. banks and many federal
government agencies the technology and data needed to support
mortgage lending and servicing operations, meet unique regulatory
and compliance requirements and mitigate risk.

These integrated solutions support origination, servicing,
portfolio retention and default servicing.  LPS' servicing
solutions include MSP, the industry's leading loan-servicing
platform, which is used to service approximately 50 percent of all
U.S. mortgages by dollar volume.  The company also provides
proprietary data and analytics for the mortgage, real estate and
capital markets industries.

LPS is headquartered in Jacksonville, Fla., and employs
approximately 8,000 professionals.  The company is ranked on the
Fortune 1000 as the 877th largest American company in 2012.


* Warren Questions U.S. Agencies' Light Touch on Money Laundering
-----------------------------------------------------------------
Jesse Hamilton, writing for Bloomberg News, reported that U.S.
Senator Elizabeth Warren asked regulators how egregiously a bank
could break laws before they'd weigh pulling its charter, citing
HSBC Holdings Plc (HSBA) services for drug cartels and skirting of
sanctions against Iran.

"What does it take?" the Massachusetts Democrat asked a panel of
banking regulators testifying at a Senate Banking Committee
hearing, according to Bloomberg.  "How many billions of dollars do
you have to launder for drug lords and how many economic sanctions
do you have to violate before someone will consider shutting down
a financial institution like this?"

Comptroller of the Currency Thomas Curry and Federal Reserve
Governor Jerome Powell explained that a charter revocation process
would depend on a bank being convicted of a crime, for which
Powell said the Justice Department has "total authority,"
Bloomberg further related.  London-based HSBC settled for $1.92
billion in December and promised to fix its operations.

Senator Jeff Merkley, an Oregon Democrat, said the deal --
involving the highest penalty ever assessed by a U.S. banking
agency -- "sounds more like the price of doing a very profitable
business," Bloomberg said.

David S. Cohen, Treasury undersecretary for terrorism and
financial intelligence, said the Justice Department asked his
agency what the economic impact might be of a criminal prosecution
of Europe's largest bank before eventually deciding not to pursue
it, according to Bloomberg.  Cohen told the senators his agency
couldn't offer them an answer and he couldn't speak to the Justice
Department's decision.


* Rep. Ryan to Unveil Republican Balanced Budget Plan
-----------------------------------------------------
Philip Klein, senior editorial writer for The Examiner, reported
that House Budget Committee Chair Rep. Paul Ryan, R-Wis., is set
to unveil his latest fiscal plan on Tuesday and it will balance
the budget within a decade, according to a House Republican aide.

The budget isn't expected to have any major surprises, but it will
take advantage of higher revenues from the "fiscal cliff" deal and
make some extra tweaks on the spending side to get to balance
within the 10-year budget window, The Examiner report said.

According to a report in the Hill, Ryan had been floating the idea
of having his Medicare reforms kick in earlier -- perhaps even
affecting Americans currently at age 59 but the aide said that the
prevailing sentiment among Republicans was that they were too
committed to holding off on reforms for anybody over 55, so that
will remain the cut off age, the news agency related.

Also, in a decision that is likely to open up Ryan to criticism,
the aide said the budget will assume the same level of Medicare
savings over the next decade as if Obamacare were to go into
effect, though it calls for the repeal of the health care law, The
Examiner Report related. This has been a feature of Ryan's prior
budgets, but when he served as Mitt Romney's vice presidential
running mate, he got behind Romney's plan to restore the roughly
$700 billion that Obamacare cuts from Medicare.

Republicans are likely to argue that in contrast to Obamacare --
which uses Medicare savings to help finance a new entitlement --
Ryan's plan would extend the solvency of the program, the report
added.

The new Ryan budget is scheduled to go before the Budget committee
next Wednesday, and be up for a vote in the full House the
following week, according to the report.


* All But One Major U.S. Bank Pass Fed's Stress Test
----------------------------------------------------
Emily Stephenson and Rick Rothacker, reporting for Reuters,
related that U.S. banks have enough capital to withstand a severe
economic downturn, the Federal Reserve said on Thursday, with all
but one major bank passing the annual health check of the
financial sector.

According to the Reuters report, a stronger economy and banks'
efforts to boost their capital since the 2007-2009 U.S. financial
crisis helped all 18 participating lenders except Ally Financial
meet the minimum hurdle of a 5 percent capital buffer in the Fed's
"stress test."  The tests give regulators a view into how the
banking sector would respond to a severe recession. The firms in
the test represent more than 70 percent of total bank holding
company assets in the United States, a senior Fed official told
Reuters.

Of the four largest U.S. banks, Bank of America (BAC.N), Wells
Fargo (WFC.N) and Citigroup (C.N) saw improvements in their
minimum Tier 1 common capital ratios, compared to last year's
similar test, while JPMorgan Chase (JPM.N) was steady at 6.3
percent, Reuters related.  Citigroup had the highest ratio of the
top four at 8.3 percent.  Two Wall Street banks, Morgan Stanley
(MS.N) at 5.7 percent and Goldman Sachs (GS.N) at 5.8 percent,
showed the two lowest outcomes above the 5 percent threshold, the
report said.

At 1.5 percent, Ally Financial was the only bank to miss the 5
percent target, Reuters further related.  The U.S. government owns
a majority stake in Ally, the former General Motors (GM.N) lending
arm, after a series of government bailouts.  The firm is working
through the bankruptcy of its Residential Capital unit, and is
largely exiting the mortgage business to focus on auto lending. It
is also selling its international operations.


* Sequestration Hits Legal System as Courts Keep Bankers' Hours
---------------------------------------------------------------
Tom Schoenberg & Andrew Zajac, writing for Bloomberg News,
reported that U.S. Bankruptcy Judge Martin Glenn will no longer be
holding his usual hearings after hours in his Manhattan courtroom
because of the billions of dollars in congressionally mandated
federal spending cuts that took effect this month.

"As long as sequestration lasts, 5 p.m. will be the stop time,"
Glenn told lawyers for Residential Capital LLC (ALLY), the
bankrupt mortgage company, the afternoon of Feb. 28, according to
the Bloomberg report.

Bloomberg related that companies in bankruptcy often keep courts
open late seeking approval to continue operating, pay employees or
settle creditor disputes.  Debtors and creditors may have to wait
longer, now that Glenn and his colleagues are facing their own
financial squeeze, Bloomberg said.  Alongside the courts, law
enforcement agencies and other components of the U.S. justice
system are anticipating shortages of staff, security, and even
paper.

Congress mandated $1.2 trillion in across-the-board cuts over nine
years, including $85 billion over the next seven months, as part
of a 2011 deal to increase the U.S. debt limit, Bloomberg said.
For the federal judiciary this year, sequestration will require
cutting $332 million, about 5 percent of its current $6.97 billion
budget.


* Uninsured Americans Get Hit With Biggest Hospital Bills
---------------------------------------------------------
Charles R. Babcock, writing for Bloomberg News, reported that
hospitals' fast-rising sticker prices are piling on bigger burdens
for the 49 million Americans without insurance, more than 20
million of whom won't be covered under President Barack Obama's
Affordable Care Act.

The Bloomberg report related that so-called full charges at
hospitals grew an average 10 percent a year between 2000 and 2010,
according to Gerard Anderson, a Johns Hopkins University professor
who analyzed hospital financial reports.  The charges went up at
four times the pace of inflation, and faster than hospital costs,
which Anderson said increased an average 6 percent a year.

While the charges appear on hospital invoices across the U.S., the
amounts people actually pay vary widely, depending on their health
coverage, Bloomberg said.  The system is so irrational that those
without any insurance can get stuck owing the most money, David
Himmelstein, a professor at City University School of Public
Health at Hunter College in New York, told Bloomberg.

"It's unconscionable," Himmelstein added, who co-authored a 2009
study that found illness and medical debt was a factor in more
than 60 percent of personal bankruptcies. "It adds to the already
grave suffering of the uninsured."


* Ex-Loeb & Loeb Partner Says Firm Stiffed Him on Pay
-----------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that a former Loeb & Loeb
LLP bankruptcy partner sued the firm Tuesday in Illinois court,
claiming it stiffed him on $160,000 when he refused to sign a new
pay agreement.

The report related that Michael Molinaro says Loeb promised to pay
him at the equity-partner rate when he switched from a partner
position to an of counsel position, but that it then underpaid him
and told him he could receive the remaining balance of his 2012
compensation if he signed a new agreement.


* To Place Graduates, Law Schools Are Opening Firms
---------------------------------------------------
Ethan Bronner, writing for The New York Times, reported that The
Arizona State University is setting up this summer a nonprofit law
firm for some of its graduates in order to respond to the shifting
job market for students -- far fewer offers and a new demand for
graduates already able to draft documents and interact with
clients.

According to the report, over the next few years, 30 graduates
will work under seasoned lawyers and be paid for a wide range of
services provided at relatively low cost to the people of Phoenix.

The plan, the NY Times said, is one of a dozen efforts across the
country to address two acute -- and seemingly contradictory --
problems: heavily indebted law graduates with no clients and a
vast number of Americans unable to afford a lawyer.

This paradox, fed by the growth of Internet-based legal research
and services, is at the heart of a crisis looming over the legal
profession after decades of relentless growth and accumulated
wealth, the NY Times report related.  It is evident in the sharp
drop in law school applications and the increasing numbers of
Americans showing up in court without a lawyer.

"It's a perfect storm," Stacy Caplow, a professor at Brooklyn Law
School who focuses on clinical education, told the NY Times. "The
longstanding concerns over access to justice for most Americans
and a lack of skills among law graduates are now combined with the
problems faced by all law schools. It's creating conditions for
change."

The NY Times also related that a pilot program at the University
of California Hastings College of the Law will place some third-
year students into offices like the public defender's for full-
time training on the understanding that the next year those
students will be employed there for small salaries.  The program
is called Lawyers for America, a conscious echo of Teach for
America, in which high-achieving college graduates work in low-
income neighborhood schools.

A dozen law schools, including City University of New York and
Thomas Jefferson School of Law in San Diego, have set up
incubators to train future solo practitioners in their first year
out of school, offering office space and mentors, the NY Times
added.  Pace Law School in White Plains, opened what it calls a
community law practice last fall with four graduates serving the
region.


* Lanier' Alex Brown Recognized in 2013 Tex. Rising Stars List
--------------------------------------------------------------
The Lanier Law Firm on March 8 disclosed that Alex J. Brown and
three other attorneys from the firm's Houston office have earned
selection to the 2013 Texas Rising Stars list of the state's top
up-and-coming lawyers.

2013 also marks the seventh time Mr. Brown has been highlighted
for his business litigation practice.  Mr. Brown is a key member
of the firm's commercial litigation team, particularly in the area
of bankruptcy litigation.

The Texas Rising Stars list appears in the April 2013 issues of
Texas Monthly and Texas Rising Stars magazines.

Each year, researchers with Thomson Reuters' legal division
solicit nominations from attorneys across Texas, asking them to
identify the best practicing attorneys age 40 or younger, and
those who have been practicing for 10 or fewer years.  In all,
less than 2.5 percent of all Texas lawyers earn the Texas Rising
Stars distinction.

With offices in Houston, Los Angeles and New York, The Lanier Law
Firm's trial attorneys handle cases involving pharmaceutical
liability, asbestos exposure, intellectual property, business
litigation, product liability, maritime law, bad faith insurance
claims, and sports and entertainment law.


* 1st Circuit Appoints Bruce Harwood as N.H. Bankruptcy Judge
-------------------------------------------------------------
The First Circuit Court of Appeals appointed Bankruptcy Judge
Bruce A. Harwood to a fourteen-year term of office in the District
of New Hampshire, effective March 11, 2013 (Deasy).

          Honorable Bruce A. Harwood
          United States Bankruptcy Court
          1000 Elm Street, Suite 1001
          Manchester, New Hampshire 03101-1708

          Telephone: 603-222-2680
          Fax: 603-222-2695

          Law Clerks:

          Camden Burton
          Michael Siedband
          Kenneth LaMantia

          Term expiration: March 10, 2027




* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company            Ticker         ($MM)      ($MM)      ($MM)
  -------            ------       ------   --------    -------
XOMA CORP            XOMA US        79.4      (20.3)      46.9
WESTMORELAND COA     WLB US        971.2     (252.7)      10.1
WEIGHT WATCHERS      WTW US      1,218.6   (1,665.5)    (229.9)
VISKASE COS I        VKSC US       334.7       (3.4)     113.5
VIRGIN MOBILE-A      VM US         307.4     (244.2)    (138.3)
VERISIGN INC         VRSN US     2,062.5       (9.3)     948.4
VECTOR GROUP LTD     VGR US        885.6     (102.9)     243.0
UNISYS CORP          UIS US      2,420.4   (1,588.7)     482.1
ULTRA PETROLEUM      UPL US      2,593.6     (109.6)    (266.6)
TOWN SPORTS INTE     CLUB US       403.9      (55.5)      (7.8)
THRESHOLD PHARMA     THLD US        89.5      (13.9)      70.2
THERAPEUTICS MD      TXMD US         3.5       (4.3)      (2.2)
TESORO LOGISTICS     TLLP US       291.3      (78.5)      50.7
TAUBMAN CENTERS      TCO US      3,268.5     (344.9)       -
SINCLAIR BROAD-A     SBGI US     2,245.5      (52.4)     (14.1)
SAREPTA THERAPEU     SRPT US        53.1       (4.6)     (13.0)
SALLY BEAUTY HOL     SBH US      1,969.9     (157.2)     637.4
RURAL/METRO CORP     RURL US       303.7      (92.1)      72.4
RLJ ACQUISITI-UT     RLJAU US        0.0       (0.0)      (0.0)
REVLON INC-A         REV US      1,236.6     (649.3)      88.1
RENAISSANCE LEA      RLRN US        57.0      (28.2)     (31.4)
REGULUS THERAPEU     RGLS US        40.7       (8.5)      21.0
REGAL ENTERTAI-A     RGC US      2,198.1     (552.4)      77.4
REALOGY HOLDINGS     RLGY US     7,351.0   (1,742.0)    (484.0)
QUALITY DISTRIBU     QLTY US       513.6      (18.4)      77.6
PROTECTION ONE       PONE US       562.9      (61.8)      (7.6)
PRIMEDIA INC         PRM US        208.0      (91.7)       3.6
PLAYBOY ENTERP-B     PLA US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A     PLA/A US      165.8      (54.4)     (16.9)
PHILIP MORRIS IN     PM US      37,670.0   (1,853.0)    (426.0)
PEER REVIEW MEDI     PRVW US         2.1       (3.4)      (4.0)
PDL BIOPHARMA IN     PDLI US       280.0      (68.1)     172.5
PALM INC             PALM US     1,007.2       (6.2)     141.7
ORGANOVO HOLDING     ONVO US         9.0      (27.4)       7.3
ORBITZ WORLDWIDE     OWW US        834.3     (142.7)    (247.7)
ODYSSEY MARINE       OMEX US        33.6      (22.2)     (25.4)
NYMOX PHARMACEUT     NYMX US         2.1       (7.7)      (1.6)
NPS PHARM INC        NPSP US       151.1      (54.6)      87.9
NEXSTAR BROADC-A     NXST US       611.4     (160.3)      35.1
NAVISTAR INTL        NAV US      8,531.0   (3,309.0)   1,517.0
NAVIDEA BIOPHARM     NAVB US        12.0       (1.4)       4.4
NATIONAL CINEMED     NCMI US       810.5     (356.4)     129.6
MORGANS HOTEL GR     MHGC US       591.2     (137.3)      17.7
MONEYGRAM INTERN     MGI US      5,150.6     (161.4)     (35.5)
MERITOR INC          MTOR US     2,341.0   (1,011.0)     224.0
MARRIOTT INTL-A      MAR US      6,342.0   (1,285.0)  (1,298.0)
MANNKIND CORP        MNKD US       251.3     (110.7)     (78.0)
LORILLARD INC        LO US       3,396.0   (1,777.0)   1,176.0
LIN TV CORP-CL A     TVL US      1,241.4      (88.3)    (270.1)
LIMITED BRANDS       LTD US      6,427.0     (515.0)     973.0
LEHIGH GAS PARTN     LGP US        303.2      (38.1)     (18.9)
JUST ENERGY GROU     JE US       1,510.8     (273.1)    (287.1)
JUST ENERGY GROU     JE CN       1,510.8     (273.1)    (287.1)
ISTA PHARMACEUTI     ISTA US       124.7      (64.8)       2.2
IPCS INC             IPCS US       559.2      (33.0)      72.1
INFOR US INC         LWSN US     5,846.1     (480.0)    (306.6)
INCYTE CORP          INCY US       296.5     (220.0)     141.1
HUGHES TELEMATIC     HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC     HUTCU US      110.2     (101.6)    (113.8)
HOVNANIAN ENT-B      HOVVB US    1,580.3     (481.2)     937.8
HOVNANIAN ENT-A      HOV US      1,580.3     (481.2)     937.8
HCA HOLDINGS INC     HCA US     28,075.0   (8,341.0)   1,591.0
GRAMERCY CAPITAL     GKK US      2,236.3     (293.1)       -
GRAHAM PACKAGING     GRM US      2,947.5     (520.8)     298.5
GLG PARTNERS-UTS     GLG/U US      400.0     (285.6)     156.9
GLG PARTNERS INC     GLG US        400.0     (285.6)     156.9
GENCORP INC          GY US         919.3     (388.8)      49.5
FREESCALE SEMICO     FSL US      3,171.0   (4,531.0)   1,186.0
FOREST OIL CORP      FST US      2,201.9      (42.8)    (101.2)
FIFTH & PACIFIC      FNP US        902.5     (126.9)      36.4
FERRELLGAS-LP        FGP US      1,503.0      (42.3)     (22.2)
FAIRPOINT COMMUN     FRP US      1,798.0     (220.7)      31.1
EXONE CO/THE         XONE US        27.4       (0.7)      (7.3)
DYNEGY INC           DYN US      5,971.0   (1,150.0)   1,364.0
DYAX CORP            DYAX US        55.5      (51.6)      33.4
DUN & BRADSTREET     DNB US      1,821.6     (765.7)    (615.8)
DOMINO'S PIZZA       DPZ US        478.2   (1,335.5)      76.8
DIRECTV              DTV US     20,555.0   (5,031.0)      13.0
DENNY'S CORP         DENN US       324.9       (4.5)     (27.2)
DELTA AIR LI         DAL US     44,550.0   (2,131.0)  (4,998.0)
COMVERSE INC         CNSI US       823.2      (28.4)     (48.9)
CINCINNATI BELL      CBB US      2,752.3     (684.6)     (68.2)
CIENA CORP           CIEN US     1,881.1      (89.0)     730.7
CHOICE HOTELS        CHH US        510.8     (548.9)      57.3
CENTENNIAL COMM      CYCL US     1,480.9     (925.9)     (52.1)
CAPMARK FINANCIA     CPMK US    20,085.1     (933.1)       -
CAESARS ENTERTAI     CZR US     27,998.1     (331.6)     905.3
CABLEVISION SY-A     CVC US      7,285.3   (5,730.1)     (85.3)
BERRY PLASTICS G     BERY US     5,050.0     (313.0)     482.0
AUTOZONE INC         AZO US      6,662.2   (1,550.1)  (1,108.4)
ARTISAN PARTNERS     APAM US       287.6     (315.5)       -
ARRAY BIOPHARMA      ARRY US       128.4      (31.7)      64.0
AMYLIN PHARMACEU     AMLN US     1,998.7      (42.4)     263.0
AMR CORP             AAMRQ US   23,510.0   (7,987.0)  (2,232.0)
AMERISTAR CASINO     ASCA US     2,074.3      (22.3)     (57.4)
AMER RESTAUR-LP      ICTPU US       33.5       (4.0)      (6.2)
AMER AXLE & MFG      AXL US      2,866.0     (120.8)     271.3
AMC NETWORKS-A       AMCX US     2,618.9     (882.4)     524.0
AK STEEL HLDG        AKS US      3,903.1      (91.0)     630.3
ACELRX PHARMA        ACRX US        28.2       (0.3)      13.1
ABSOLUTE SOFTWRE     ABT CN        121.7      (14.0)     (11.3)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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