TCR_Public/130313.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, March 13, 2013, Vol. 17, No. 71

                            Headlines

710 LONG RIDGE: Nursing Centers Have Logan as Claims Agent
710 LONG RIDGE: Final Cash Collateral Hearing Today
710 LONG RIDGE: CBA Modified; Still Needs DIP Financing
A123 SYSTEMS: Fisker Questions Ch. 11 Plan, Cites $139M Claim
AHERN RENTALS: Plan Hearing Moved to June, Lienholders Amend Plan

ALLEN FAMILY: Del. Superior Court Rules in Wrongful Death Case
AMERICAN AIRLINES: Attys Pull Back Curtain on US Airways Deal
AMERICAN AIRLINES: S&P Rates 5.625% Class B Certificates 'B+'
AMERICAN AIRLINES: February Load Factor Hits All-Time Record High
AMERICAN AIRLINES: Committee Wins OK for Hay Group as Advisor

AMERICAN AIRLINES: Bondholders Failed to Post $100MM Appeal Bond
AMERICAN AIRLINES: Sale-Leaseback of 15 Boeing Planes Okayed
AMERICAN AIRLINES: Proposes Jones Day as Special Counsel
AMERICAN INT'L GROUP: Shareholders as Group Can Sue U.S.
AMERICAN SUZUKI: Court Enters Second Modified Plan Order

ARGOSY ENERGY: Enters Into Forbearance Agreement with Lender
ATKINS NUTRITIONALS: S&P Assigns Prelim. 'B-' CCR; Outlook Stable
ATP OIL: Macquarie Unit Sues Debtor Over Royalties
ATP OIL: Gulf Island to Seek Bluewater Cheviot Balance Repayment
BELDEN INC: Moody's Assigns 'Ba2' Rating to Proposed Euro Notes

BELDEN INC: S&P Rates New EUR200MM Sr. Subordinated Notes 'B+'
BERNARD L. MADOFF: Merkin Sued by Charity over Losses
BEST INTERNATIONAL: Judge Recommends Stay of US v. Safeco Suit
BIG M: Court Approves PwC as Financial Advisor
BIG M: Court Approves Lowenstein Sandler as Bankruptcy Counsel

BIG M: Court Approves GRL Capital's Langberg as CRO
C. W. MINING: Improper Punctuation Dooms UCC Financing Statement
CCT RESERVE: Dist. Court Won't Issue Stay Ruling in CresCOM Suit
CENTENNIAL BEVERAGE: Hires RGS as Financial Advisor
CENTENNIAL BEVERAGE: Committee Taps Munsch Hardt as Attorneys

CENTENNIAL BEVERAGE: Committee Hires Lain Faulkner as Advisor
CERIDIAN CORP: Proposed US$400MM Debt Gets Moody's 'Caa3' Rating
CERIDIAN CORP: S&P Assigns 'CCC' Rating to $400MM Notes Due 2021
COMBAT SPORTS: Judge Enters TRO on U.S. Actions
CONEXANT SYSTEMS: Final Hearing on DIP Facility Set for April 10

CONEXANT SYSTEMS: Proposes A&M as Financial Advisor
CONEXANT SYSTEMS: Hearing on Plan Disclosures Set for April 10
DEWEY & LEBOEUF: Ex-Staffers Can Move Ahead With WARN Class Action
DEWEY & LEBOEUF: Yoon & Kim Approved as Collection Attorneys
DEWEY & LEBOEUF: Adler Approved as Collection Attorneys

DIGITAL DOMAIN: D&O Investigation Fees Increased to $725,000
DOW CORNING: 6th Cir. Affirms Ruling on Time Value Credits
DVORKIN HOLDINGS: Court OKs Carpenter Lipps as Conflicts Counsel
EASTMAN KODAK: Posts Bigger Loss, But Sees Mid-2013 Ch.11 Exit
ERESEARCH TECHNOLOGY: Moody's Keeps 'B2' CFR After Dividend Plan

ERESEARCH TECHNOLOGY: S&P Revises Rating Outlook to Stable
FALCON GAS: Natural Gas Co. Wants Trustee for Arcapita Subsidiary
EAST COAST BROKERS: Section 341(a) Meeting Scheduled for April 8
FOURTH QUARTER PROPERTIES: Section 341(a) Meeting on April 9
GENERAL EMPLOYMENT: Under NYSE MKT Listing Periodic Review

GENERAL MOTORS: E.D. Mich. Court Rules in Trombly Suit
GIBRALTAR KENTUCKY: Amends Plan, Sale Hearing Set for March 21
GLOBAL GEOPHYSICAL: Moody's Lowers CFR to B3; Outlook Negative
GLOBAL SHIP: Lenders OK Waiver on Leverage Ratio Test
GOODMAN NETWORKS: Moody's Confirms 'B2' CFR; Outlook Negative

GURSHEEL DHILLON: Dismissal of Suit v. Tenn. Medical Board Urged
HELLER EHRMAN: Has Claim v. 4 Law Firms for Ex-Partners' Work
HOSTESS BRANDS: Apollo's $410MM Bid for Snack Cakes Unchallenged
HOWREY LLP: Former Partners Sued for Fraudulent Transfers
INTERFAITH MEDICAL: Wants More Time to File Plan

LAKELAND INDUSTRIES: May Default on TD Bank Facility
LANDMARK FENCE: Employees' Class Suit Goes Back to Bankr. Court
LE-NATURE'S INC: 3rd Circ. Upholds Exec's 15-Year Sentence
LEGENDS GAMING: Casino Wants Bonuses to Fend Off Competitors
LEUCADIA NATIONAL: Moody's Ups CFR to Ba1 After Jefferies Merger

LEVI STRAUSS: Fitch Assigns 'BB-' Rating to $140MM Senior Notes
LEVI STRAUSS: Debt Level Decline Cues Moody's to Raise CFR to Ba3
LEVI STRAUSS: S&P Affirms 'B+' CCR & Revises Outlook to Positive
LONGWEI PETROLEUM: Receives NYSE MKT Delisting Notice
MAAN AL SANEA: Court Allows AHAB's Claims to Proceed to Trial

MARBLE CLIFF: Court Rejects 32-Year Repayment Plan
MF GLOBAL: Trustee, et al. Ink Deal to Settle Intercompany Claims
MF GLOBAL: Hearing on Plan Outline Revisions Today
MF GLOBAL: Sapere in Appeals Court vs. Corzine Insurance
MPG OFFICE: Enters Into Agreement to Sell U.S. Bank Tower

NATIONAL POOL: Court Reinstates Clawback Suit Against Josantos
OCALA FUNDING: Judge Approves Outline of Liquidation Plan
OTANGELES LLC: Creditor Preempts Bid to Use Cash With Objection
OVERSEAS SHIPHOLDING: Employs Deloitte Tax, Mercer
PATRIOT COAL: Mine Workers Oppose Bonuses for Managers

PLAYBOY ENTERPRISES: S&P Lowers Corporate Credit Rating to 'CCC+'
PROCTOR HOSPITAL: Moody's Reviews 'Ba2' Rating for Downgrade
PUEBLO OF SANTA ANA: Fitch Affirms 'BB' Issuer Default Rating
PROFESSIONAL VETERINARY: Bankr. Court Won't Hear Lawsuit v. D&Os
PULSE ELECTRONICS: Oaktree Capital Agrees Forbearance

QUALTEQ INC: Kirkland Won't Get Paid for Overhead Cost
RAPID-AMERICAN CORP: Proposes Logan & Co. as Claims Agent
READER'S DIGEST: Seeks to Employ Ernst & Young as Tax Provider
RG STEEL: Further Amends Agreement to Resolve SNA Objection
RICHARD FRIEDBERG: Chapter 7 Conversion Affirmed

ROCMEC MINING: Interim Financial Statements Need Amendment
RODEO CREEK: Sec. 341(a) Meeting of Creditors Moved to April 8
RODEO CREEK: US Trustee Appoints 3 Members to Creditors' Committee
SNO MOUNTAIN: Judge Clears $4.6-Mil. Sale to Lenders
SOUTHERN AIR: Gets Court OK to Pay $96,000 to 4 Key Employees

TEREX CORP: S&P Affirms 'BB-' CCR and Revises Outlook to Positive
TERRESTAR CORP: Reorganization Plan Declared Effective
TGAG LLC: Goddard Elementary School Files in White Plains
TULARE LOCAL: Fitch Lowers Revenue Bond Ratings to 'B+'
UNIGENE LABORATORIES: Remains in Default of Primary Debt Terms

WESTERN REFINING: Moody's Rates New Senior Notes Issue 'B2'
WESTERN REFINING: S&P Assigns 'BB-' Rating to $350MM Debt
WINDSORMEADE OF WILLIAMSBURG: To Seek Plan Approval in May
WINDSORMEADE OF WILLIAMSBURG: Taps BMC as Claims & Balloting Agent
WINDSORMEADE OF WILLIAMSBURG: Wins Interim Approval of Financing

* Chapter 13 Circuit Split Set for March 19 Argument

* Refinancings Still High on Newer U.S. Mortgages, Fitch Reports
* Moody's Outlook on Worldwide Beverage Sector is Positive
* Moody's Forecasts Strong 2013 Revenues for US Lodging Sector
* Small U.S. Banks Hit by Rising Insurance Cost

* HSH Nordbank Settles 2008 CDO Suit in N.Y. Against UBS
* Illinois Accused of Fraud, Settles with SEC
* USDA to Bail Out Sugar Processors

* Hearing Today on Asbestos Trust Transparency Bill

* Diamond McCarthy Opens Los Angeles Office; Bazoian Joins Firm

* Upcoming Meetings, Conferences and Seminars

                            *********

710 LONG RIDGE: Nursing Centers Have Logan as Claims Agent
----------------------------------------------------------
710 Long Ridge Road Operating Company II, LLC, and its affiliates
sought and obtained approval to hire Logan & Company, Inc., as the
official noticing and claims agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
4,000 entities to be noticed.  Due to the large number of parties
who would be required to receive notice in the Chapter 11 cases
from the Clerk's Office of the U.S. Bankruptcy Court for the
District of New Jersey, the Debtors have determined that it would
be in the estates' best interest to retain an outside firm to
provide notices and to process claims.

For monthly data storage, Logan will charge the Debtor $0.10 per
creditor name per month.  Logan will charge $205 per hour for Web
site design and maintenance.  For consulting services,
professionals at Logan will provide a 30% reduction of their
hourly rates:

                                           Discounted
     Category                                 Rate
     --------                              ----------
Principal                                     $208
Court Testimony                               $228
Senior Consultant                             $158
Statement & Schedule Preparation              $154
Account Executive Support                     $144
Public Web site Design and Maintenance        $144
Programming Support                           $116
Project Coordinator                            $98
Quality Control and Audit                      $54
Data Entry & Other Admin. Tasks                $54
Clerical Support                               $35

Prior to the Filing Date, the Debtors provided Logan a $5,000
retainer.

                       About 710 Long Ridge

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

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013,
to modify their collective bargaining agreements with the New
England Health Care Employees Union, District 1199, SEIU.

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

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


710 LONG RIDGE: Final Cash Collateral Hearing Today
---------------------------------------------------
To preserve their businesses and assets for the benefit of all
creditors, 710 Long Ridge Road Operating Company II, LLC, and its
affiliates filed a motion to use their prepetition lenders' cash
collateral.

Early in the case, the bankruptcy judge gave interim approval on
the Debtors' use of cash collateral in the amount of (a) $944,516
with respect to Danbury and (b) (i) $931,405 and $665,997, with
respect to Newington and West River, respectively, through and
including March 15, 2013.  The judge will consider, on a final
basis, the Debtors' continued access to cash collateral at a
hearing scheduled for today, March 13 at 10:00 a.m.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.  The Debtors will grant the
prepetition lenders replacement liens on postpetition assets and a
superpriority administrative expense claim as adequate protection.

The Debtors said they will be forced to cease operations of their
nursing facilities, resulting to the loss of 1,140 jobs, if they
are not allowed to access cash collateral.

                       About 710 Long Ridge

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

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

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


710 LONG RIDGE: CBA Modified; Still Needs DIP Financing
-------------------------------------------------------
Bankruptcy Judge Donald H. Steckroth last week approved a motion
by 710 Long Ridge Road Operating Company II, LLC and four other
affiliates that own nursing care facilities to implement interim
modifications to expired collective bargaining agreements with the
New England Health Care Employees Union, District 1199, SEIU,
pending good-faith collective bargaining between the Debtors and
the union.

The Union and the National Labor Relations Board opposed the
Debtors' request despite claims by the Debtors that they would no
longer be able to operate or pursue reorganization without
implementation of the interim modified terms.  The Debtors said
that implementing the terms and conditions of employment for the
unionized employees that were in effect on June 16, 2012 would
allow them to have savings of $802,000 and $2,600,000 in the
aggregate over the first 13 weeks.  The Debtors project they will
run out of funds by mid-April 2013, if required to operate under
the economic terms of the CBAs.

The Union and NLRB assert that the Debtors fail to carry their
burden for relief under 11 U.S.C. Sec. 1113(e) on the merits and
raised threshold arguments: (1) whether the Sec. 1113(e) relief is
an improper attempt to modify the terms of an order of the
district court; and (2) whether the Debtors are precluded from
litigating the financial issues under principles of collateral
estoppel or claim preclusion.

"The Bankruptcy Code does not authorize bankruptcy judges to
intervene in ongoing law enforcement proceedings by federal
agencies and, specifically, does not empower this Court to stay or
modify the Connecticut District Court injunction secured by the
NLRB in the exercise of its exclusive jurisdiction under Section
10(j) of the NLRA," the Union said in court filings.

The NLRB stated, "In any event, Section 1113(e) of the Bankruptcy
Code simply does not authorize the relief Debtors are seeking. By
its express terms, Section 1113(e) only applies "during a period
when the collective bargaining agreement continues in effect."
Section 1113(e) does not give this Court authority to make
"interim changes" to anything except "collective bargaining
agreements" -- certainly not labor injunctions entered by a
federal district court.

Judge Steckroth held that in the present case, the terms of the
expired CBA have been continued and are "in effect" due to the
injunctive relief issued by the Federal District Court for the
District of Connecticut pursuant to Section 10(j) of the National
Labor Relations Act.  Because the terms sought to be modified are
those of the expired CBAs, and they have been continued in effect,
the Court finds that it has the authority to modify pursuant to
Sec. 1113(e).

Judge Steckroth ruled, "[I]n consideration of the authority
contained in Section 1113(e) and the reorganization purpose of the
Bankruptcy Code, the continued care and safety of the patients and
the continued employment of 1,100 workers in Connecticut, the
Motion shall be granted authorizing the Debtors to implement the
interim modifications as requested.  The interim modifications
shall be authorized for a period of six weeks.  Even with the
modifications, the Debtors need DIP financing to operate
profitably during Chapter 11 and attempt to negotiate a Plan of
Reorganization.  If a DIP facility cannot be obtained in such a
timeframe, there is not the same justification for Debtors to
continue with the interim modified terms and must instead
recognize, as the testimony revealed, that closure may be
necessary.  If acceptable DIP financing can be obtained on
condition of implementation of interim modifications, Debtors are
free to return to Court and seek continued interim modifications
as necessary in addition to approval of DIP financing."

A copy of the opinion is available for free at:

                        http://is.gd/2Fcwzt

Attorneys for the NLRB are:

         Elinor Merberg, Esq.
         Nancy E. Kessler Platt, Esq.
         Dawn L. Goldstein, Esq.
         Joel F. Dillard, Esq.
         Micah P.S. Jost, Esq.
         Julie Kaufman, Esq.
         Thomas E. Quigley, Esq.
         John A. McGrath, Esq.
         ABBY PROPIS SIMMS
         1099 14th Street, NW
         Washington, DC
         Tel: (202) 273-2930

Attorneys for the Union are:

         Susan J. Cameron, Esq.
         Suzanne Hepner, Esq.
         LEVY RATNER, P.C.
         80 Eighth Avenue, 8th Floor
         New York, New York 10011-5126
         Phone: (212) 627-8100
         Facsimile: (212) 627-8182

               - and -

         JAMES & HOFFMAN, P.C.
         Kathy L. Krieger, Esq.
         Darin M. Dalmat, Esq.
         1130 Connecticut Ave., NW, Suite 950
         Washington, DC 20036-3975
         Tel: (202) 496-0500
         Fax: (202) 496-0555

                       About 710 Long Ridge

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

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

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

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


A123 SYSTEMS: Fisker Questions Ch. 11 Plan, Cites $139M Claim
-------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Fisker Automotive
Inc. on Monday demanded more information about bankrupt A123
Systems Inc.'s liquidation plan, which the electric car company
and former top A123 customer said does not account properly for
its $139 million claim against the defunct battery maker.

The report related that A123's disclosure statement explaining its
Chapter 11 plan does not contain adequate information for a
creditor to make an informed decision when voting on the plan,
Fisker said in an objection filed in Delaware bankruptcy court.

The bankruptcy judge will convene a hearing on the disclosure
statement today, March 13.

A123 Systems Inc., which sold its automotive lithium-ion batteries
business, filed a liquidating Chapter 11 plan giving holders of
$143.8 million in subordinated notes and $124 million of general
unsecured claims a recovery of about 65%.  Holders of $35.7
million in senior note claims will be paid in full.  The
disclosure statement says it's unlikely there will be any
distribution for shareholders.

                        About A123 Systems

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

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

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

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

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


AHERN RENTALS: Plan Hearing Moved to June, Lienholders Amend Plan
-----------------------------------------------------------------
The hearing to consider confirmation of the competing plans for
Ahern Rentals, Inc., has been moved to June 3 at 9:30 a.m. and
will continue June 5 to 6 before Judge Bruce Beesley of the U.S.
Bankruptcy Court for the District of Nevada.  Objections to the
confirmation of the Plans should be filed on or before May 13.

According to court papers, Judge Beesley approved the disclosure
statements explaining the competing plans during the March 8
hearing.  The Plans -- one proposed by the Debtor and the other
proposed by holders of approximately 90% of 9.25% senior secured
notes due 2013 -- are now up for voting by creditors.

On March 11, the Noteholders delivered to Court a Second Amended
Plan of Reorganization proposing to restructure the Debtor by
reducing the principal amount of its outstanding indebtedness by
at least $267.7 million through the conversion of all of the
Second Lien Notes into New Equity Interests of Reorganized Ahern.
The Noteholder Plan provides, inter alia, for a $15 million equity
investment in Reorganized Ahern.  Other than the Second Lien Notes
Claims, the Noteholder Plan leaves Unimpaired or otherwise pays in
full in Cash all of the Debtor's Claim Holders.  Don F. Ahern and
John Paul Ahern, Jr., the sole shareholders of the Debtor, will
receive New Warrants in satisfaction of their existing Equity
Interests.  The Noteholders maintain that their Plan provides
Holders of Claims against the Debtor with superior treatment to
that which the Holders would receive under the Debtor's Plan,
which impairs substantially all of the Debtor's Claim Holders
other than Holders of First Lien Term Loan Claims.

The Second Amended Noteholder Plan proposes to fund Cash
Distributions to be made under the Noteholder Plan by an Exit
Financing Facility in the anticipated amount of up to $450
million.  In addition, the Noteholders will backstop a rights
offering of the New Equity Interests of Reorganized Ahern for an
additional infusion of $15 million of equity capital.  Moreover,
the Noteholders have entered into a Plan Support Agreement
pursuant to which they have agreed, subject to certain conditions,
to support the Noteholder Plan and, after entry of an order
approving a disclosure statement for the Noteholder Plan, to vote
in favor of the Noteholder Plan.  The Noteholder Plan Support
Agreement includes an agreement among the Proponents regarding
some, but not all, of the corporate governance issues related to
Reorganized Ahern.  The New Board of Directors of Reorganized
Ahern will be composed of seven members.

A full-text copy of the Disclosure Statement, dated March 11,
2013, is available for free at:

        http://bankrupt.com/misc/AHERNliends2.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.


ALLEN FAMILY: Del. Superior Court Rules in Wrongful Death Case
--------------------------------------------------------------
Estate of Herbert Mitchell v. Allen Family Foods, Inc., C.A. No.
10C-06-005-JOH (Del. Super. Ct.), is a wrongful death action
arising from a fatal injury that allegedly occurred at a silo in
Delmar, Delaware, on June 4, 2008.  On Dec. 14, 2012, the Superior
Court granted the defendants' motion for summary judgment as to
Allen Hatchery, Inc., and Allen's Milling Co.  Summary judgment
was granted as to Allen's Milling Co., as it was no longer a
corporation.  Summary judgment was granted as to Allen Hatchery,
Inc., and the decedent's claim was thus barred under the
exclusivity provisions of 19 Del.C. Sec. 2304. Summary judgment as
to Allen Family Foods, Inc., was denied, as there are genuine
issues of material fact regarding whether decedent was defendant's
employee.

Prior to the pre-trial conference, the parties moved, in limine,
on (1) the plaintiff's motion to preclude any evidence of
contributory negligence of any co-worker or employer; (2) the
defendant's motion to exclude the introduction and use of
photographs; and (3) the defendant's motion to exclude plaintiffs'
punitive damages claims.  Additionally, the defendant moved to
bifurcate the trial into separate factual issues of whether
decedent was employed by Allen Family Foods, Inc., from the issues
of negligence and damages.

In a March 1 ruling available at http://is.gd/kZvTA9from
Leagle.com, the Superior Court (i) granted the plaintiffs' motion
to exclude any evidence of negligence of co-employees as to Allen
Hatchery, Inc., and Allen's Milling Co., and denied as to Allen
Family Foods, Inc.; (2) denied the defendant's motion to exclude
the punitive damages claim; and (3) granted the plaintiffs'
submission to admit alleged OSHA violations without an expert.

                     About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.  Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.

The Debtors' Chapter 11 plan was confirmed by the bankruptcy judge
in December.  The Plan provided for the creation of a trustee to
liquidate the remaining assets, claims and causes of action the
Debtors and distribute the proceeds to creditors.

The Debtors sold their business in September 2011 to Korean
poultry producer Harim Co., generating $45.2 million.  A
settlement with the lender gave unsecured creditors $5 million.
The bank also agreed to waive claims, so it won't share in
distributions to unsecured creditors as a result of a shortfall in
payment of the secured claim.  Under the plan, unsecured creditors
with $32.2 million in claims were projected to make a 10%
recovery.


AMERICAN AIRLINES: Attys Pull Back Curtain on US Airways Deal
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that American
Airlines Inc.'s merger with US Airways Group Inc. is a victory for
a carrier that just 15 months ago was drowning in financial
problems but attorneys involved in the negotiations told Law360
that it was a long road full of twists and turns that led to the
final deal.

The report related that American Airlines' parent AMR Corp.
announced the $11 billion deal with US Airways in mid-February
following nearly a year of talks and speculation that the two
would eventually join forces, creating the world's largest
carrier.

                      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: S&P Rates 5.625% Class B Certificates 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BBB-' (sf) rating to American Airlines Inc.'s 4% series 2013-1
Class A pass-through certificates with an expected maturity of
July 15, 2025, and its 'B+' (sf) rating to American's 5.625%
series 2013-1 Class B pass-through certificates with an expected
maturity of Jan. 15, 2021.  The final legal maturities will be 18
months after the expected maturity.

The ratings are based on:

   -- The consolidated credit quality of American's parent, AMR
      Corp. (both rated 'D');

   -- S&P's expectations regarding AMR's and American's likelihood
      of emerging from bankruptcy;

   -- Substantial collateral coverage by good-quality aircraft;
      and

   -- The legal and structural protections available to the pass-
      through certificates.

The company will use proceeds of the offerings to finance 2013
deliveries of four Boeing B777-300ER (extended range) aircraft and
to finance or refinance eight B737-800s and one B777-200ER
aircraft delivered in 2000-2001.  Each aircraft's secured notes
are cross-collateralized and cross-defaulted--a provision S&P
believes increases the likelihood that American would affirm the
notes (and thus continue to pay on the certificates) in any future
bankruptcy.  American is highly incented to pay debt service on
the certificates while in the current Chapter 11 proceedings
because they are a post-petition obligation.  S&P currently do not
believe that the proposed merger of AMR and US Airways Group Inc.
would affect S&P's ratings on the 2013-1 certificates, but S&P
will review all ratings of each entity if and when that
combination occurs.

RATINGS LIST

American Airlines Inc.
AMR Corp.
Corporate credit rating                        D/--/--

New Ratings

American Airlines Inc.
Equipment trust certificates
  Series 2013-1 Class A pass-thru certs         BBB-(sf)
  Series 2013-1 Class B pass-thru certs         B+(sf)


AMERICAN AIRLINES: February Load Factor Hits All-Time Record High
-----------------------------------------------------------------
AMR Corporation on March 8 reported February 2013 consolidated
revenue and traffic results for its principal subsidiary, American
Airlines, Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

Consolidated load factor in February was an all-time record high
for the month, at 77.9 percent, 2.6 points higher versus the same
period last year.  Consolidated capacity and traffic were 4.4
percent and 1.1 percent lower year-over-year, respectively.

Domestic capacity and traffic were 5.0 percent and 1.3 percent
lower year-over-year, respectively, resulting in a domestic load
factor of 81.2 percent, 3.0 points higher compared to the same
period last year.

International load factor of 74.6 percent was 2.2 points higher
year-over-year, as traffic decreased 0.8 percent on 3.8 percent
less capacity.  The Pacific entity recorded the highest load
factor of 78.1 percent, an increase of 7.6 points versus February
2012.

February's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 4.7 percent versus the same period
last year.  On a consolidated basis, the company boarded 7.9
million passengers in February.

A copy of AMR's Traffic Summary for February 2013 is available for
free at http://is.gd/kbGjcT

                     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: Committee Wins OK for Hay Group as Advisor
-------------------------------------------------------------
U.S. Bankruptcy Judge Sean Lane authorized the Official Committee
of Unsecured Creditors in AMR Corp.'s Chapter 11 cases to hire Hay
Group Inc. as its consultant.

Hay Group will provide consulting services related to compensation
programs proposed by AMR Corp. for its employees.  Specifically,
the firm will review background information regarding compensation
proposals and prepare a report of its findings.  It will also
provide litigation consulting services and testimony in court in
behalf of the committee in connection with those compensation
programs.

Hay Group will be paid on an hourly basis and will be reimbursed
for its expenses.  The firm's hourly rates are:

   Professionals                   Hourly Rates
   -------------                   ------------
   U.S. Executive Compensation         $975
    Practice Leader
   Other Vice President                $930
   Senior Principal                    $825
   Principal                           $725
   Senior Consultant                   $625
   Consultant                          $525
   Senior Associate                    $450
   Associate                           $400
   Analyst                             $350

The firm does not hold or represent interest adverse to the
interests of AMR's estate, according to a declaration by Irv
Becker, vice-president of Hay Group.

                      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: Bondholders Failed to Post $100MM Appeal Bond
----------------------------------------------------------------
Bondholders failed to post a $100 million appeal bond by the
March 1 deadline set by U.S. Bankruptcy Judge Sean Lane who
oversees AMR Corp.'s Chapter 11 case, according to a Bloomberg
News report.

Last week, Judge Lane ordered U.S. Bank Trust N.A. to post a bond
as condition for the temporary suspension of his Feb. 1 decision,
which allowed AMR to obtain $1.5 billion in aircraft refinancing
and to pay off its existing loans with the new financing without
paying a so-called make-whole premium.

U.S. Bank, the indenture trustee for bondholders, appealed that
decision.  The bank, arguing the make-whole is due, relied in
part on the so-called 1110 election AMR made early in the
bankruptcy.

Judge Lane rejected, however, the idea that the 1110 election
obliged AMR to pay the make-whole, citing provisions in the
indenture saying that the make-whole isn't owing if the
underlying default results from bankruptcy.

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

                      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: Sale-Leaseback of 15 Boeing Planes Okayed
------------------------------------------------------------
AMR Corp. obtained court approval to implement a sale and
simultaneous leaseback of 15 Boeing 737-823 planes and one Boeing
777-323ER plane with International Lease Finance Corp.

The 15 Boeing planes are scheduled to be delivered by The Boeing
Co. to American Airlines Inc. between May 2013 and December 2014.
Meanwhile, the Boeing 777-323ER aircraft is set to be delivered
this month, according to the court filing.

                      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: Proposes Jones Day as Special Counsel
--------------------------------------------------------
AMR Corp. asks the U.S. Bankruptcy Court in Manhattan for
authority to hire Jones Day as special counsel.

Since AMR's bankruptcy filing, Jones Day has provided antitrust
counseling, and legal services to the company's regional carrier,
American Airlines Inc., in connection with a lawsuit it filed
against Transportation Security Administration.

In November 2012, Jones Day's fees exceeded the monthly cap for
"ordinary course" professionals, prompting AMR to file an
application to employ the firm pursuant to Section 327 of the
U.S. Bankruptcy Code.

Jones Day will charge for its services on an hourly basis in one-
tenth hour increments.  Its current hourly rates range from $750
to $950 for partners, $425 to $625 for associates, and $325 to
$375 for paraprofessionals.  The firm will also receive
reimbursement for work-related expenses.

The firm doesn't have any connection with creditors or other
parties adverse to AMR and its affiliated debtors, according to a
declaration by Lawrence Rosenberg, Esq., a partner at Jones Day.

                      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 INT'L GROUP: Shareholders as Group Can Sue U.S.
--------------------------------------------------------
Tom Schoenberg, writing for Bloomberg News, reported that American
International Group Inc. (AIG) shareholders can sue the U.S. as a
group in a lawsuit brought by former Chief Executive Officer
Maurice "Hank" Greenberg over losses caused by the government
takeover of the insurer, a judge ruled, saying the case may affect
tens of thousands of people.

Bloomberg related that U.S. Claims Judge Thomas Wheeler on March
12 granted a request by Greenberg's Starr International Co. to
certify two classes of AIG investors in the suit. The judge also
appointed David Boies of Boies, Schiller & Flexner LLP as lead
counsel for the groups.

"Considering the estimation of plaintiff's counsel that the
putative plaintiffs may number more than tens of thousands of
geographically dispersed persons, class certification is by far
the most efficient method of adjudicating these claims," Wheeler
said in his ruling, according to Bloomberg.

Bloomberg related that Starr International Co. sued the government
in 2011 in the U.S. Court of Federal Claims in Washington, calling
the public assumption of almost 80 percent of AIG stock in
September 2008 a seizure of property in violation of the
Constitution's Fifth Amendment right to just compensation. The
lawsuit seeks at least $25 billion in damages.

One class involves those holding shares on Sept. 22, 2008, when a
credit agreement giving the U.S. 79.9 percent equity interest in
AIG was imposed. The second class comprises people who owned AIG
stock on June 30, 2009, who were denied a vote when the company
conducted a reverse stock split, according to the ruling.

In January, New York-based AIG's board opted against joining the
lawsuit, saying it was unlikely to succeed and risked harming the
insurer's reputation after its bailout by the government,
Bloomberg recalled.

The case is Starr International Co. v. U.S., 1:11-cv-00779, U.S.
Court of Federal Claims (Washington).


AMERICAN SUZUKI: Court Enters Second Modified Plan Order
--------------------------------------------------------
The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, entered on
March 8 a Second Modified Order Confirming American Suzuki Motor
Corporation's Fourth Amended Plan of Liquidation to replace and
supersede the Modified Order Confirming the Debtor's Fourth
Amended Plan of Liquidation entered on March 1, which order
contained extraneous pages in Exhibit A.  The extraneous pages
have been removed from the Second Modified Order.

No substantial changes were made to the March 1 Plan Confirmation
Order.  A full-text copy of the Second Modified Order is available
for free at http://bankrupt.com/misc/ASMC2ndplanorder.pdf

A full-text copy of the Debtor's Fourth Amended Plan of
Liquidation, dated March 6, is available for free at:

           http://bankrupt.com/misc/ASMCplan0306.pdf

                      About American Suzuki

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

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

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

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

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

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


ARGOSY ENERGY: Enters Into Forbearance Agreement with Lender
------------------------------------------------------------
Argosy Energy Inc. which includes its wholly owned subsidiary,
Radius Resources Corp. on March 11 disclosed that it has entered
into a Forbearance Agreement with its secured lender, the National
Bank of Canada, including delivery of a Consent Receivership Order
to be held in accordance with the said Forbearance.  The Bank has
made demand upon Argosy for payment in full of its outstanding
indebtedness in the aggregate amount of approximately $21.8
million plus accrued interest, costs and fees by the close of
business on March 18, 2013.  In addition, the Bank has provided
Argosy with a Notice of Intention to Enforce Security pursuant to
subsection 244(1) of the Bankruptcy and Insolvency Act.  Under the
terms of the Forbearance Agreement, the Company has waived the 10
day notice period pursuant to demands issued by the Bank dated
March 8, 2013.  Under the terms of the Forbearance Agreement the
Bank has agreed to forbear from enforcing its remedies subject to
the Company continuing to be bound and perform the same as
outlined in the previous Credit Amending Agreement entered into
with the Bank dated February 25, 2013, which major terms and
conditions include:

        -- Requirement to continue the process with Sayer Energy
Advisors as the Company's sales and marketing agent to pursue a
sale of all of its property and assets.

        -- Requirement that all of the proceeds from any sale of
or disposition of any of the Company's petroleum and natural gas
assets whether under and pursuant to the Sayer sales process or
otherwise, shall be used to permanently repay amounts owed to the
Bank.

        -- Closing of a transaction of purchase and sale on or
before April 30, 2013.

        -- Repayment in full of all indebtedness to the Bank on or
before April 30, 2013.

        -- Amendment fees and monthly extension fees payable to
the Bank.

Unless further extended by the Bank, in its sole and unfettered
discretion, the forbearance of the Bank's rights shall remain in
full force and effect until the earlier of April 30, 2013 and the
date the Bank issues a notice as the result of non-performance of
Argosy under the Credit Agreement, Credit Amending Agreement,
Security, Letter of Guarantee or the Forbearance Agreement or the
stay of proceedings in the NOI Proceedings being terminated.

In addition, the Company and its wholly owned subsidiary, Radius
Resources Corp. have filed a Notice of Intention to File a
Proposal to their creditors under Section 50.4 of the BIA and have
appointed PricewaterhouseCoopers Inc. as Proposal Trustee therein.

                     About Argosy Energy Inc.

Argosy is a junior oil and gas company focused on the exploration
for and development of oil and natural gas in western Canada.


ATKINS NUTRITIONALS: S&P Assigns Prelim. 'B-' CCR; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B-'
corporate credit rating to Denver, Colo.-based Atkins Nutritionals
Holdings II Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B-' issue rating to
the proposed $20 million first-lien revolving credit facility due
2018 and $280 million first-lien term loan due 2019, and a
preliminary 'CCC' issue rating to the proposed $125 million
second-lien term loan due 2019.  The preliminary recovery rating
on the first-lien credit facilities is '3', which indicates S&P's
expectation of meaningful recovery (50% to 70%) for first-lien
creditors in the event of a payment default.  The preliminary
recovery rating on the second-lien term loan is '6', which
indicates S&P's expectation for negligible recovery (0% to 10%)
for lenders in the event of a payment default.  The preliminary
corporate credit and issue ratings are subject to review of final
documentation upon completion of the refinancing.

"The ratings reflect our assessment of the company's very
aggressive financial policy, given the large debt-financed
dividend, and our forecast for credit ratios to remain weak for at
least the next two years," said Standard & Poor's credit analyst
Mark Salierno.

Pro forma for the transaction, Standard & Poor's expects Atkins'
total debt to EBITDA to be above 5x, and funds from operations to
total debt to be below 12%.  S&P also believes the company will
maintain a narrow business focus in the highly fragmented and
intensely competitive weight-management industry and face
significant customer concentration.  S&P expects profitability to
be pressured as the company incorporates lower-margin frozen meals
into its product line, but S&P expects credit ratios will remain
close to current levels because of modest debt paydown from the
cash flow sweep.

S&P could raise the ratings if Atkins is able to improve its
operating efficiency, given success in its newly added frozen food
line.  S&P could lower the ratings if the company's operating
performance deteriorates.


ATP OIL: Macquarie Unit Sues Debtor Over Royalties
--------------------------------------------------
Stephanie Gleason at Daily Bankruptcy Review reports that a
subsidiary of Macquarie Group Ltd. is suing ATP Oil & Gas Corp.,
saying it owns the rights to royalty payments from three ATP
offshore-drilling operations, entitling it to payments and
exempting those rights from ATP's bankruptcy estate.

                        About ATP Oil & Gas

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

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

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

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


ATP OIL: Gulf Island to Seek Bluewater Cheviot Balance Repayment
----------------------------------------------------------------
Gulf Island Fabrication, Inc. on March 11 disclosed that on July
13, 2012, the Company received notice from its customer, Bluewater
Industries, requesting (i) a slowdown of work on ATP Oil & Gas
(UK) Limited's Cheviot project ordered pursuant to a master
service contract between Bluewater and the Company, and (ii) an
amendment to the scheduled payment terms under the Contract.  On
August 16, 2012, the Company entered into a binding agreement with
Bluewater, an engineering consulting firm engaged by ATP UK to
oversee the fabrication of the Cheviot project, to amend and
restate the Contract and suspend the project. Among other things,
the Agreement outlines the revised payment terms for the contracts
receivable balance and the limitations on Bluewater's ability to
request an extended suspension of work.  Specifically, Bluewater
must pay $200,000 on or before the last day of each calendar month
through February 28, 2013, with the remaining outstanding Balance
due on or before March 31, 2013.  In addition, if Bluewater has
fully paid the Balance on or prior to March 31, 2013, Bluewater
has the option to extend the suspension of work on the Cheviot
project to June 30, 2013, after which Bluewater will have no
further rights to request a suspension of work.  If Bluewater
fails to make timely payments pursuant to the revised payment
plan, the Company has the right to terminate the Contract, and it
will continue to retain title to any project deliverables.   The
Company also entered into a security agreement with Bluewater
pursuant to which Bluewater granted it a security interest in
certain of its equipment currently located on our facilities.  As
of March 11, 2013, all installments under the Agreement had been
paid.

In August 2012, ATP Oil & Gas, Inc., the parent company of ATP UK,
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code.  Although ATP is not the Company's
customer and ATP UK is not a party to the bankruptcy, the Company
believes ATP has historically financed the operations of its
subsidiaries, including ATP UK.  On January 22, 2013, ATP filed an
emergency motion to sell all or substantially all of its deepwater
assets, including 100% of its equity ownership in ATP UK.  The
motion has since been approved by the court and ATP is currently
seeking qualified bidders to purchase these assets.  The sale
hearing is expected to take place between March 26, 2013 and April
16, 2013.  The Company does not know whether or not ATP will be
successful in its efforts to sell these assets or whether a
purchaser of ATP UK would fund the Cheviot project.  However, in
the absence of a sale of ATP UK to a purchaser desiring to
complete the Cheviot project or utilize the structure in another
location, it does not appear that Bluewater will be able to pay
the remaining Balance on March 31, 2013.  In the event Bluewater
is unable to continue to meet its obligations under the Agreement,
we may attempt to recover or partially recover the unpaid Balance
through the disposition of project deliverables and the
enforcement of our security interest.

As of December 31, 2012, $56.8 million has been billed on the
Cheviot project and the outstanding Balance was approximately
$31.3 million.  The Company recorded a $14.5 million reserve on
the Balance as of December 31, 2012 and we believe the outstanding
Balance, less the $14.5 million reserve, is collectible through
the disposition of project deliverables and the enforcement of its
security interest in the event of a default by Bluewater.  The
Cheviot project represents revenue backlog of $30.0 million and
labor backlog of 308,000 man-hours, both of which are excluded
from the Company's backlog at December 31, 2012.

The disclosure was made in Gulf Island Fabrication's earnings
release fourth quarter ended Dec. 31, 2012, a copy of which is
available for free at http://is.gd/HITEjN

                           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.


BELDEN INC: Moody's Assigns 'Ba2' Rating to Proposed Euro Notes
---------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to Belden's
proposed euro issue subordinated notes and affirmed its Ba1
corporate family rating and Baa2 senior secured rating.

The new notes will be used to repay secured revolver outstandings
and for general corporate purposes. The rating outlook remains
stable, however, the recent acquisition related increase in debt
levels, and in particular the increase in non-prepayable debt,
significantly reduces the company's flexibility within the Ba1
corporate family rating heightening the risk of downgrade if
revenue, EBITDA and free cash flow do not improve.

Ratings Rationale:

The Ba1 CFR continues to reflect Belden's leading positions within
segments of the enterprise and industrial cabling and connectivity
product markets, which can produce solid upper single digit
operating margins and good free cash flow during a strong market.
However, the rating incorporates the cyclicality of the business,
as evidenced by the 32% revenue decline in fiscal year 2009 due to
the then challenging macroeconomic environment, and the company's
exposure to volatile raw material prices. Belden's ratings also
recognize its acquisition appetite and potential for debt financed
acquisitions. Belden has spent approximately $1.8 billion on
acquisitions since 2007. Belden's leverage level, pro forma for
recent acquisitions, divestitures, restructuring costs and the
proposed euro notes (debt to EBITDA of approximately 4.4x) is
higher than other Ba1-rated manufacturing peers of similar size
and leaves minimal room within the rating category.

The debt level is mitigated by the company's strong cash positions
(expected in excess of $450 million pro forma for the note issue).
While leverage is ultimately expected to return to 3.5x or
stronger levels, it will likely not be until the end of 2014. The
ratings could face downward pressure if performance does not
improve in the near term, cash levels diminish or leverage is not
on track to get to the 3.5x level. While a moderate level of
acquisitions is expected, a large acquisition or acquisition with
substantial integration risk could also drive downwards ratings
pressure until leverage returns to historic levels.

An upgrade is unlikely in the near to medium term due to the high
debt load and aggressive acquisition appetite. The individual debt
instrument ratings are determined in conjunction with Moody's Loss
Given Default Methodology and based on the relative positions
within the capital structure. Though the paydown of the revolver
could drive an upgrade in the senior secured rating, the rating
remains unchanged at Baa2 given the potential for future draws.

Affirmations:

Issuer: Belden Inc.

  Probability of Default Rating, Affirmed Ba1-PD

  Corporate Family Rating, Affirmed Ba1

  US$200M 9.25% Senior Subordinated Regular Bond/Debenture Jun
  15, 2019, Affirmed Ba2, revised to LGD4, 66 % from LGD4, 65 %

  US$700M 5.5% Senior Subordinated Regular Bond/Debenture Sep 1,
  2022, Affirmed Ba2, revised to LGD4, 66 % from LGD4, 69 %

  US$400M Senior Secured Bank Credit Facility Apr 25, 2016,
  Affirmed Baa2, revised to LGD2, 12 % from LGD2, 13 %

Assignments:

Issuer: Belden Inc.

  EUR200M Senior Subordinated Regular Bond/Debenture, Assigned
  Ba2, LGD4, 66 %

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

Belden Inc. is designs and manufactures connectivity and signal
transmission products for the global network communication and
specialty electronic marketplaces with 2012 revenues of $1.8
billion. The company is headquartered in St. Louis, Missouri.


BELDEN INC: S&P Rates New EUR200MM Sr. Subordinated Notes 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' issue-level
rating (two notches below the corporate credit rating) and '6'
recovery rating to Belden Inc.'s proposed EUR200 million of senior
subordinated notes issuance.  These notes rank and are rated the
same as the company's existing $700 million senior subordinated
notes due 2022.

At the same time, S&P raised the issue-level rating on the
company's $400 million senior secured revolving credit facility to
'BBB-' (two notches higher than the corporate credit rating) from
'BB+'.  S&P revised the recovery rating to '1' from '2',
indicating its expectation of very high (90% to 100%) recovery for
lenders in the event of a payment default.

In addition, S&P affirmed its 'BB' corporate credit rating on the
company.  The outlook is stable.

"The higher rating on the revolver reflects an increase in our
default-level valuation on the company to account for recent
acquisitions and margin improvement," said Standard & Poor's
credit analyst Alfred Bonfantini.

S&P's ratings on Belden Inc. reflect the company's "fair" business
risk profile, characterized by its participation in the highly
competitive and cyclical cable, connectivity, and networking
markets and its exposure to volatile raw material pricing and
foreign currency rates.  The ratings also reflect its
"significant" financial profile, with pro forma leverage currently
elevated at about 4x.  Belden's diversification into higher-
margin, value-added specialty products and vertical/geographic
market expansion, along with "adequate" liquidity and good cash
flow characteristics, partly offset these risks.

The outlook is stable, reflecting expected meaningful pro forma
margin improvement, good free cash flow, enhanced revenue
diversity, and S&P's expectation that the company will reduce
leverage to below the mid-3x area by the end of 2013.

If revenue growth turns materially negative and elevated raw
material costs or other operating issues pressure EBITDA margins,
such that the company sustains leverage at the 4x area, S&P could
lower the rating to 'BB-'.  S&P could also lower the rating if the
company's credit measures weaken due to further debt-funded
acquisitions or a more aggressive posture toward share
repurchases.

Conversely, if continued business diversification boosts margins
further and indicates somewhat reduced exposure to cyclicality,
and the company deleverages and intends on maintaining leverage
below the mid-2x area, S&P could raise the rating to 'BB+'.


BERNARD L. MADOFF: Merkin Sued by Charity over Losses
-----------------------------------------------------
Karen Freifeld, writing for Reuters, reported that money manager
Ezra Merkin has been hit with a new lawsuit over his secretly
steering client money to Ponzi schemer Bernard Madoff.

Keren Matana, an Israeli charity, sued to recover $1.5 million it
lost by investing in the Ascot Fund, an offshore hedge fund
managed by Merkin that fed money to Madoff, according to the
Reuters report.  The charity is also seeking $5 million in
punitive damages.

Merkin agreed last year to a settlement of $405 million for
investors in his hedge funds whose assets went to Madoff, ending a
lawsuit brought by the New York attorney general's office, Reuters
recalled.

In its lawsuit, filed Thursday in federal court in Manhattan,
Keren Matana claimed it can't collect through the settlement,
Reuters related.  Keren Matana said a Merkin lawyer, an unnamed
partner at Dechert, claimed the charity is excluded from the
settlement unless Benjamin Jesselson, a former member of its
executive committee, waives his right to an arbitration award
against Merkin.

The charity's case is Keren Matana v. J. Ezra Merkin, U.S.
District Court for the Southern District of New York, No. 13-cv-
01534.

The trustee's case against the New York attorney general's
settlement with Merkin is Picard v Schneiderman, U.S. District
Court for the Southern District of New York, 12-cv-06733.

                      About Bernard L. Madoff

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

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

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

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

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


BEST INTERNATIONAL: Judge Recommends Stay of US v. Safeco Suit
--------------------------------------------------------------
In the case, UNITED STATES OF AMERICA FOR THE USE AND BENEFIT OF
HAMMERHEAD DISTRIBUTION INCORPORATED d/b/a MORRIS GINSBERG
COMPANY, Plaintiff, v. SAFECO INSURANCE COMPANY OF AMERICA,
COMMONWEALTH CONSTRUCTION CO., INC., BEST INTERNATIONAL
CONSTRUCTION CO., INC. and KYU H. PARK, Defendants, Civil Action
No. 11-1160-SLR-SRF (D. Del.), Magistrate Judge Sherry R. Fallon
has recommended that the District Court deny the plaintiff's
"Motion for Entry of Default Judgment Against Best International
Construction Co., Inc.", without prejudice to renew upon
resolution of Best's bankruptcy proceedings and termination of the
automatic stay.  A copy of Magistrate Judge Fallon's Feb. 15, 2013
Report and Recommendation is available at http://is.gd/LMXF1lfrom
Leagle.com.

Best International Construction Company, Inc., based in College
Park, Maryland, filed a Chapter 11 petition (Bankr. D. Md. Case
No. 12-17878) on April 26, 2012.  Augustus T. Curtis, Esq., at
Cohen, Baldinger & Greenfeld, LLC, serves as the Debtor's counsel.
In its petition, the Debtor estimated under $50,000 in assets and
$1 million to $10 million in debts.  A list of the Company's 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/mdb12-17878.pdf The petition was signed
by Kyu Hong Park.


BIG M: Court Approves PwC as Financial Advisor
----------------------------------------------
Big M, Inc., obtained approval from the U.S. Bankruptcy Court for
the District of New Jersey to employ PricewaterhouseCoopers LLP as
financial advisor and investment banker, nunc pro tunc to the
Petition Date.

PwC was engaged by the Debtor in January 2013 in connection with
its financial advisory and restructuring services and has since
assisted the Debtor in evaluating its restructuring alternatives.
Postpetition, the firm will provide various services, including:

  a. advising and assisting in developing a teaser and a
     management presentation describing the Debtor and the
     opportunities that the company may provide to prospective
     acquirers;

  b. assisting with the development of a potential buyers lists;
     and

  c. assisting with the preparation for and coordination of due
     diligence visits by potential buyers;

  d. assisting the Debtor in its evaluation of indications of
     interest and negotiations of asset purchase agreements,
     stalking horse bids, and bidding procedures.

PwC will be compensated for the advisory services pursuant to
PwC's ordinary billing rates and in accordance with its customary
billing practices with respect to other charges and expenses.  In
addition, the Debtor agrees to pay PwC a cash fee promptly upon
consummation of the closing of a transaction, of equal to the
greater of 2.5% of the "aggregate consideration" paid or $750,000.
Fees for prepetition services ($25,000) and monthly advisory fees
will be credited against the additional fees.

The Debtor submits the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not hold or represent an interest adverse to the Debtor's estate.

                         About Big M Inc.

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor estimated up to $100 million in both assets and
liabilities.


BIG M: Court Approves Lowenstein Sandler as Bankruptcy Counsel
--------------------------------------------------------------
Big M, Inc., sought and obtained permission from the U.S.
Bankruptcy Court to employ Lowenstein Sandler LLP as counsel,
effective as of the Petition Date.

The firm will be compensated at its ordinary billing rates.  Prior
to the Petition Date, the Debtor paid the firm a $250,000
retainer.

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

Prepetition, Lowenstein represented the Debtors in connection with
general corporate and other matters.

                         About Big M Inc.

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor estimated up to $100 million in both assets and
liabilities.


BIG M: Court Approves GRL Capital's Langberg as CRO
---------------------------------------------------
Big M, Inc., sought and obtained permission from the Bankruptcy
Court to (i) employ GRL Capital Advisors LLC to provide the Debtor
with a chief restructuring officer and certain temporary staff,
and (ii) designate the firm's Glenn R. Langberg as CRO.

The firm has already performed prepetition work on the Debtor's
behalf.  The Debtor said the firm, as a result, has acquired
significant knowledge of the Debtor and its businesses, financial
affairs, debt structure, operations and related matters.

As members of the Debtor's senior management, Mr. Langberg, with
the assistance of the temporary Staff, will provide the senior
management services that GRL and the Debtor deem appropriate and
feasible in order to assist the Debtor during the Chapter 11 case.

Specifically, the CRO will assist the Company in:

   (a) developing strategies to improve cash flow, enhance
       profitability and to reduce expenses;

   (b) identifying and implementing both short-term and long-term
       liquidity generating initiatives, including forecasting and
       reporting cash flow performance;

   (c) negotiating and implementing financing, including debtor-
       in-possession financing;

   (d) amending or terminating leases and contracts; and

   (e) negotiating with lenders and other creditors in furtherance
       of a restructuring and reorganization.

GRL will receive a flat monthly fee of $74,350.  The fee is in
addition to the salaried amounts paid by the Company directly to
certain of the temporary staff:

     Professional                     Annual Salary
     ------------                     -------------
     Glenn R. Langberg, CRO                      $0
     Joe Catalano, Asst. CRO               $112,500
     Bill Drozdowski, EVP Finance          $155,000
     Larry Berrill, EVP IT                  $85,000

Other than with respect to Mr. Langberg's prepetition role as CRO,
GRL said it is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                         About Big M Inc.

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor estimated up to $100 million in both assets and
liabilities.


C. W. MINING: Improper Punctuation Dooms UCC Financing Statement
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a financing statement filed to perfect a security
interest is defective for lack of periods and spaces after
initials in the borrower's corporate name.

According to the report, the proper name for a company that went
into bankruptcy was "C. W. Mining Co.," with periods and spaces
after the initials.  A lender filed a financing statement under
the Uniform Commercial Code in the name "CW Mining Co.," without
periods or spaces following the initials.

On appeal, U.S. District Judge Ted Stewart in Salt Lake City
upheld the bankruptcy court and ruled that the lack of periods and
spaces made the UCC financing statement "seriously misleading" and
therefore ineffective to perfect a security interest.  Judge
Stewart said a majority of courts are "unforgiving" and find
financing statements inadequate even for "minimal errors."

The report relates that Judge Stewart returned the case to the
bankruptcy court for a determination as to whether agreements
created a security interest in coal produced from the mine or
transferred title to the lender immediately when the coal was
severed from the coal seam.

Because the agreements were ambiguous, Judge Stewart said it was
an error not to hold a trial and hear evidence on whether the
parties intended to transfer title or create a security interest.
Although there isn't a valid security interest, the lender still
might win if the bankruptcy court decides the agreement
transferred title.

The case is Rushton v. Utah American Energy Inc. (In re C.W.
Mining Co.), 10-cv-00271, U.S. District Court, District of Utah
(Salt Lake City).

Based in Salt Lake City, Utah, C. W. Mining Co. dba Co-Op Mining
Company operated the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Aquila Inc., Owell Precast, LLC, and House of
Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D.
Utah Case No. 08-20105) on Jan. 8, 2008.  In November 2008, the
Chapter 11 case was converted to a Chapter 7 liquidation
proceeding.  Kenneth A. Rushton serves as the Chapter 7 Trustee,
and is represented by Brent D. Wride, Esq., at Ray Quinney &
Nebeker, in Salt Lake City.


CCT RESERVE: Dist. Court Won't Issue Stay Ruling in CresCOM Suit
----------------------------------------------------------------
CresCom Bank sued CCT Reserve LLC on Jan. 5, 2012, to recover on
four separate loans secured by promissory notes and mortgages
executed by CCT and its predecessor companies.  CresCom also sued
Edward Terry as guarantor of the promissory notes.

As part of its bankruptcy proceedings, CCT filed a plan of
reorganization that provides for treatment of the claims asserted
in this action by CresCom.  Under the proposed plan, CCT would
convey to CresCom all of the real estate or collateral securing
CresCom's loans at values to be determined by the bankruptcy
court.  The value of the collateral as established by the
bankruptcy court would be credited against CresCom's claims and
would constitute a full or partial satisfaction of CresCom's
claims.  The proposed plan also requires Mr. Terry to personally
contribute cash for an additional infusion of capital so as to
allow CCT to pay certain tax and unsecured claims.

On Jan. 8, 2013, Mr. Terry requested the District Court to extend
the automatic stay to cover the action until completion of CCT's
bankruptcy proceedings.  CresCom filed a brief in opposition, and
Terry filed a reply brief.  Neither Mr. Terry nor CCT has sought
any modification of the automatic stay from the bankruptcy court.

According to District Judge Patrick Michael Duffy, the question of
whether to extend the automatic stay to the action is most
appropriately considered by the bankruptcy court overseeing CCT's
bankruptcy proceedings.  Mr. Terry maintains CCT's reorganization
efforts will be harmed if he is forced to defend the suit and if
he cannot infuse capital into the company.  The bankruptcy court -
- with its expertise, greater access to financial facts, and
jurisdiction to adopt the proposed reorganization plan -- Judge
Duffy said, is in a superior position to assess the validity of
these arguments.  Accordingly, Judge Duffy defers to the
bankruptcy court's judgment on the matter.  Absent an order from
the bankruptcy court extending the stay, Judge Duffy said the
action will proceed.

The case is, CresCom Bank, successor by merger to Community
FirstBank Plaintiff, v. Edward L. Terry, Harris Street, LLC, n/k/a
CCT Reserve, LLC; Sugarloaf Marketplace, LLC; and CCT Reserve, LLC
Defendants, Case No. 2:12-cv-00063-PMD (D. S.C.).  A copy of the
Court's March 7, 2013 Order is available at http://is.gd/lQimOD
from Leagle.com.

Marietta, Georgia-based CCT Reserve, LLC, fka Harris Street
Properties and aka CCT Reserve, filed for Chapter 11 bankruptcy
(Bankr. N.D. Ga. Case No. 12-71670) on Aug. 31, 2012.  Judge Paul
W. Bonapfel oversees the case.  The Law Office of David G Bisbee
serves as the Debtor's counsel.  CCT scheduled assets of
$4,208,578 and liabilities of $12,894,576.  The petition was
signed by Edward L. Terry, its manager.


CENTENNIAL BEVERAGE: Hires RGS as Financial Advisor
---------------------------------------------------
Centennial Beverage Group LLC asks the U.S. Bankruptcy Court for
permission to employ RGS LLC as financial advisor.

Specifically, the firm is will provide these services:

   a. financial advisory services in connection with the
      evaluation of various restructuring alternatives for the
      Debtor;

   b. preparation of financial analyses and cash flow forecasts
      relating to the various alternative; and

   c. negotiations regarding DIP financing, preparation of
      bankruptcy schedules and statements, liquidation analysis,
      claim analysis, and plan preparation; and

   d. such other services in connection with the restructuring
      process as management may request.

RGS's principal, Matt Donnell, has developed significant relevant
experience and expertise regarding the Debtor that will assist him
in providing effective and efficient services in the Chapter 11
case.

Compensation will be payable to RGS on an hourly basis, plus
reimbursement of actual, necessary expenses incurred by RGS.
Mr. Donnell's hourly fee is $275.

Prior to the petition date, RGS received a retainer of $7,625 for
work to be performed by RGS.  The firm was also paid $12,375 for
work performed pre-petition relating to the bankruptcy filing.
RGS was not a creditor of the Debtor when the bankruptcy was
filed.

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

                      About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas. They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November were
$158 million. Year-over-year, revenue was down 50%, according to a
court filing.  In its schedules, the Debtors disclosed $24,053,049
in assets and $48,451,881 in liabilities as of the Petition Date.
Robert Dew Albergotti, Esq., at Haynes And Boone, LLP, in Dallas,
serves as counsel.


CENTENNIAL BEVERAGE: Committee Taps Munsch Hardt as Attorneys
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Centennial
Beverage Group, LLC asks the U.S. Bankruptcy Court for permission
to retain Munsch Hardt Kopf & Harr, P.C. as attorneys, effective
as of Jan. 2, 2013.

The firm will provide various services, including:

  (a) assisting, advising, and representing the Committee with
      respect to the administration of the Bankruptcy Case;

  (b) providing all necessary legal advice with respect to the
      Committee's powers and duties; and

  (c) assisting the Committee in working to maximize the value of
      the Debtor's assets for the benefit of the Debtor's
      unsecured creditors.

At the request of the Committee, Munsch Hardt has agreed to
perform services at a 15% discount from the hourly rates
customarily charged by Munsch Hardt for legal services provided in
a case of this nature.  Prior to the discount, the range of Munsch
Hardt's customary hourly rates are:

    Professional                 Rates
    ------------                 -----
    Shareholders             $385 to $685
    Associates               $300 to $325
    Paralegals               $200 to $245

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

The Committee's attorneys may be reached at:

         Deborah M. Perry, Esq.
         Jonathan L. Howell, Esq.
         MUNSCH HARDT KOPF & HARR, P.C.
         500 North Akard Street
         3800 Lincoln Plaza
         Dallas, TX 75201-6659
         Tel: (214) 855-7500
         Fax: (214) 855-7584
         E-mail: dperry@munsch.com
                 jhowell@munsch.com

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas. They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November were
$158 million. Year-over-year, revenue was down 50%, according to a
court filing.  In its schedules, the Debtors disclosed $24,053,049
in assets and $48,451,881 in liabilities as of the Petition Date.
Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as counsel to the Debtor.


CENTENNIAL BEVERAGE: Committee Hires Lain Faulkner as Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Centennial
Beverage Group LLC is seeking authority from the Bankruptcy Court
to retain Lain, Faulkner & Co., P.C. as financial advisors
effective as of Jan. 8, 2013.

The firm has agreed to, among other things:

   a. provide general advice to the Committee with respect to the
      Debtor's business operations and financial condition;

   b. advise the Committee on any and all potential transactions
      involving the sale of assets of the Debtor's estate; and

   c. provide independent analysis and related support, as
      required, in connection with any claims against the Debtor,
      and related entities, insiders and/or third parties.

At the request of the Committee, Lain Faulkner has agreed to
perform the financial advisory services at a 10% discount from the
hourly rates customarily charged by Lain Faulkner for financial
services provided in a case of this nature.

The firm's customary hourly rates are:

   Professional                   Rates
   ------------                   -----
   Shareholders                $345 to $450
   Paraprofessionals           $150 to $340
   Clerical staff               $75 to $95

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

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas. They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November were
$158 million. Year-over-year, revenue was down 50%, according to a
court filing.  In its schedules, the Debtors disclosed $24,053,049
in assets and $48,451,881 in liabilities as of the Petition Date.
Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as counsel to the Debtor.


CERIDIAN CORP: Proposed US$400MM Debt Gets Moody's 'Caa3' Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to Ceridian
Corporation's proposed $400 million Senior Notes due 2021 ("2021
Senior Notes"). All other ratings, including the B3 corporate
family rating, were affirmed. The rating outlook remains stable.

Proceeds of the 2021 Senior Notes will be used to repay up to $60
million of the $825 million 11.25% Senior Notes due November 2015
with the remaining proceeds used to repay a portion of the $506
million of 12.25% Senior PIK Notes due November 2015. "The
offering represents an important step in refinancing the near term
debt maturities, but Ceridian will still have over $900 million of
debt maturing in November 2015," noted Terry Dennehy, Senior
Analyst at Moody's Investors Service.

Rating Rationale:

Ceridian's B3 CFR reflects Ceridian's high financial leverage,
with debt to EBITDA (Moody's adjusted) of about 7.5x and weak
financial metrics compared to other B3 rated companies. The rating
also reflects the dependence of both of Ceridian's business
segments on the level of general economic activity and Ceridian's
small scale in payroll processing relative to its payroll
competitors ADP and Paychex. The rating is supported by Ceridian's
generally recurring revenue stream based on long term contracts
and products with high switching costs.

The Caa3 rating on the 2021 Senior Notes reflects weak creditor
protections, most notably that Ceridian will be permitted to spin-
off the Payment Systems (PS) business, leaving the new Senior
Notes supported by only the Human Capital Management (HCM)
business. Moreover, Moody's believes that following a spin-off of
PS, the HCM business will be permitted to carry a debt load in
excess of a level supporting a B3 CFR. The proposed notes will
also lack a change of control put. Therefore, Moody's applied a
one notch downward override to the LGD model indicated rating for
these notes. The Caa3 rating on the proposed notes is one notch
lower than the Caa2 rating on the existing senior notes, which
contain greater covenant protections.

The stable outlook reflects Moody's expectation that Ceridian will
continue to make progress refinancing the remaining 2015 debt
maturities. Although Moody's expects that leverage will remain
high for the B3 rating, this should improve over the remainder of
2013 and into 2014 due to EBITDA growth as Ceridian benefits from
the cost reduction efforts of the past two years and the rollout
of customers on Dayforce HCM products.

Ceridian's ratings could be downgraded if Ceridian does not make
progress in refinancing the remaining 2015 debt maturities or
engages in shareholder-friendly actions prior to meaningful debt
reduction. The rating could also be lowered if Ceridian fails to
achieve organic revenue and EBITDA growth such that Moody's
expects the ratio of debt to EBITDA (Moody's adjusted) to remain
over 7x over the next year.

The rating could be upgraded if Ceridian completes the refinancing
of the 2015 debt maturities and increases EBITDA and free cash
flow such that Moody's believes that debt to EBITDA (Moody's
adjusted) and FCF to debt (Moody's adjusted) will improve to less
than 6x and higher than the low single digits percent,
respectively.

The following rating has been assigned:

  Senior Notes due 2021: Caa3 (LGD6, 99%)

The following ratings are affirmed:

  CFR: B3

  PDR: B3-PD

  Senior Secured Revolving Credit Facility due 2014 (non-extended
  tranche): B1 (LGD2, 27%)

  Senior Secured Revolving Credit Facility due 2016: B1 (LGD2,
  27%)

  Senior Secured Term Loan B due 2017: B1 (LGD2, 27%)

  Senior Secured Term Loan due 2014: B1 (LGD2, 27%)

  Senior Secured Notes due 2019: B1 (LGD2, 27%)

  Senior Notes due 2015: Caa2 (LGD5, 82%)

  Senior PIK Notes due 2015: Caa2 (LGD5, 82%)

The principal methodology used in rating Ceridian is the Global
Business and Consumer Service Industry 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.

Ceridian, based in Minneapolis, Minnesota, is a services and
transaction processing company primarily serving the needs of the
human resources, transportation, and retail markets.


CERIDIAN CORP: S&P Assigns 'CCC' Rating to $400MM Notes Due 2021
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'CCC' issue-level
rating and '6' recovery rating to Minneapolis-based Ceridian
Corp.'s proposed issue of $400 million of notes due 2021.  The '6'
recovery rating indicates S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default by the borrower.
The company will use proceeds to refinance a portion of the 12.25%
senior toggle notes due 2015 and repurchase a portion of the
11.25% senior notes due 2015.

In addition, S&P affirmed its 'B-' corporate credit rating and all
other existing ratings on Ceridian.  The outlook is stable.

"The ratings on Ceridian reflect a very aggressive capital
structure as well as the effects of a weak economy on the
company's revenue and operating earnings," said Standard & Poor's
credit analyst Jacob Schlanger.  The proposed transaction follows
a series of transactions in 2012 that were aimed at easing the
impact of $3.4 billion of maturing debt in 2014 and 2015. After
this transaction the company will have $931 million maturing in
2015 and the remainder at various times beginning in 2017 and
extending to 2021.

The new notes are structured in such a way as to allow the company
to pursue various strategic alternatives, including a spin-off or
sale of parts of the company.  However, the success, timing, and
capital structure following any potential actions are uncertain
and S&P is not currently incorporating them into its ratings or
outlook.

Ceridian provides information services to the human capital
management (HCM), stored value cards and solutions (SVS), and--
through its Comdata Network Inc. subsidiary--transportation
industries and has annual revenues of about $1.5 billion.
Barriers to entry in Ceridian's markets are high, the result of
developed niche market positions, economies of scale, and long-
term customer relationships.

S&P's stable rating outlook reflects Ceridian's modest near-term
debt maturities, and the company's significant base of recurring
revenues.  S&P expects revenue to slowly grow in conjunction with
the economic recovery, introduction of new offerings, and
expansion into new markets.  The highly leveraged capital
structure limits a possible upgrade.

S&P do not expect to lower ratings in the near term given the
company's adequate liquidity and recent strengthening in operating
trends.


COMBAT SPORTS: Judge Enters TRO on U.S. Actions
-----------------------------------------------
At the behest of BDO Canada Limited, the receiver appointed in
Canada for Combat Sports Inc., the U.S. Bankruptcy Court for the
Western District of Washington signed a temporary injunction
halting creditor actions in the U.S. until the U.S. court has an
opportunity to rule whether Canada is indeed home to the foreign
main bankruptcy proceeding.  If Canada eventually is found to be
the foreign main bankruptcy, creditor actions in the U.S. will be
stopped permanently.

The judge signed the temporary restraining order after the
receiver demonstrated "a substantial likelihood of success on the
merits that Combat is subject to a foreign main proceeding in
Canada and that the receiver is the foreign representative of
Combat."

Combat Sports Inc. is a Canadian manufacturer of baseball, hockey
and lacrosse sticks.  Secured lender PNC Bank Canada Branch, owed
$3.6 million, began proceedings against the U.S. and Canadian
Combat companies on Feb. 19 under the Bankruptcy & Insolvency Act.
BDO was later appointed as receiver.

BDO filed for Combat Sports a Chapter 15 petition (Bankr. W.D.
Wash. Case No. 13-11632) on Feb. 26, 2013, in Seattle, where the
U.S. operations are located.  The receiver disclosed that Combat
Sport has assets of C$13.7 million ($13.4 million) and liabilities
of C$16.4 million in the Chapter 15 petition.


CONEXANT SYSTEMS: Final Hearing on DIP Facility Set for April 10
----------------------------------------------------------------
The Bankruptcy Court will convene a final hearing April 10 at
11:30 a.m. to consider whether to allow Conexant Systems Inc. to
access the remaining $10 million of the $15 million of debtor-in-
possession financing being provided by an entity managed by Soros
Fund Management LLC.

The interim order granted at a hearing on March 1 authorized the
Debtor to access $10 million of the financing.  Objections are due
April 4, 2013, at 4 p.m.

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

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

   -- The DIP financing will mature 120 days;

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

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

   -- The DIP financing contemplates providing the DIP lender with
priming liens on the liens granted prepetition pursuant to
11 U.S.C. Sec. 364(d);

   -- The Debtors will grant adequate protection in the form of
liens and superpriority administrative claims;

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

                        About Conexant

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

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

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP serve
as legal counsel and Alvarez & Marsal acts as restructuring
advisor to Conexant.  Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP serve as legal counsel and Blackstone Advisory
Partners L.P. as restructuring advisor to the secured lender.  BMC
Group Inc. is the claims and notice agent.


CONEXANT SYSTEMS: Proposes A&M as Financial Advisor
---------------------------------------------------
Conexant Systems Inc. and its affiliates ask the Bankruptcy Court
for approval to employ Alvarez & Marsal North America, LLC, to
serve as financial advisor, nunc pro tunc to the Petition Date.
Among other things, A&M will provide assistance to the Debtors
with respect to management of the overall restructuring process
and day-to-day matters associated with business operations and the
Chapter 11 cases.  A&M will assist the Debtors in the management
and execution of a sale transaction, in the identification of DIP
and exit financing, and the preparation of information for the
confirmation of a plan of reorganization.

A&M professionals will be paid by the Debtors at their customary
hourly billing rates:

      Billing Category          Range
      ----------------          -----
      Managing Directors    $625 to $850
      Directors             $450 to $625
      Associates            $300 to $450
      Analysts              $225 to $300

In addition, A&M will be paid a monthly advisory fee of $85,000,
solely in connection with a sale transaction.  Fifty percent of
all monthly fees will be credited against the sale transaction
fee.

A&M will be paid a sale transaction fee upon closing of a sale
transaction, if any, equal to, (i) to the extent of any sale
transactions results in sale proceeds of up to $60 million, a sale
transaction fee equal to 1% of the sale proceeds, (ii) to the
extent of sale proceeds of more than $60 million but less than
$120 million, a 1.2% fee, and (iii) to the extent of sale proceeds
of more than $120 million, a 1.5% of the sale proceeds over $1.2
million and a 1.25% fee applicable to the next $60 million.  In
connection with any secured noteholder's credit bid in an instance
where no third party has submitted a letter of intent to
consummate a sale, the sale transaction fee will be $600,000.

A&M will be reimbursed for all reasonable out-of-pocket expenses.

The Debtors have already paid A&M a fixed fee of $185,000 for
valuation services.  A&M also received $300,000 as retainer before
the filing of the Chapter 11 cases.

                        About Conexant

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

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

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP serve
as legal counsel and Alvarez & Marsal acts as restructuring
advisor to Conexant.  Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP serve as legal counsel and Blackstone Advisory
Partners L.P. as restructuring advisor to the secured lender.  BMC
Group Inc. is the claims and notice agent.


CONEXANT SYSTEMS: Hearing on Plan Disclosures Set for April 10
--------------------------------------------------------------
Conexant Systems Inc. and its affiliates will ask the Bankruptcy
Court at a hearing on April 10, 2013 at 11:30 a.m. to approve the
disclosure statement explaining their proposed reorganization plan
that was negotiated with secured lender, QP SFM Capital Holdings
Limited, an entity managed by Soros Fund Management LLC.

Objections to the adequacy of the information in the Disclosure
Statement are due April 3, 2013.  After approval of the Disclosure
Statement, the Debtors will commence solicitation of votes on the
Plan then will present the Plan for confirmation.

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

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

As reported in the March 5 edition of the TCR, the parties have
entered into a Restructuring Support Agreement, which binds the
parties to support the Debtors' chapter 11 plan of reorganization.

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

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

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

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

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

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

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

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

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

Voting record date                                April 8, 2013

Deadline to solicit votes on the Plan             April 12, 2013

Deadline to submit ballots on the Plan            May 9, 2013

Deadline to file Plan confirmation
  Objections                                      May 9, 2013

Confirmation hearing on Plan                      May 16, 2013

A copy of the Plan is available for free at:

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

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

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

                        About Conexant

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

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

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP serve
as legal counsel and Alvarez & Marsal acts as restructuring
advisor to Conexant.  Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP serve as legal counsel and Blackstone Advisory
Partners L.P. as restructuring advisor to the secured lender.  BMC
Group Inc. is the claims and notice agent.


DEWEY & LEBOEUF: Ex-Staffers Can Move Ahead With WARN Class Action
------------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that former Dewey &
LeBoeuf LLP employees who claim they were not given proper notice
of their May 2012 layoffs will officially move forward as a class
action, according to a New York bankruptcy court filing Friday.

The report related that the lawsuit was filed last May claiming
Dewey, which obtained court approval of its liquidation plan late
last month, violated the New York state and federal Worker
Adjustment and Retraining Notification Acts when it laid off about
550 employees shortly before it entered Chapter 11 bankruptcy.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Yoon & Kim Approved as Collection Attorneys
------------------------------------------------------------
Dewey & LeBoeuf LLP obtained permission from the U.S. Bankruptcy
Court for the Southern District of New York to employ Yoon & Kim
LLP as special collections counsel to prosecute past due
receivables relating to the collection of A/R, primarily in New
York, on a contingency fee basis.

Dewey & LeBoeuf says that approximately 78% of outstanding A/R is
owed by former clients of the Debtor's former offices located in
New York.

Y&K will render professional services to the Debtor, which may
include, but are not limited to:

   -- investigation of a claim;

   -- determination of responsible or additional parties;

   -- preparation and filing of required notices, pleadings and
      papers;

   -- application for provisional remedies when appropriate;

   -- prosecution of a claim to judgment; and

   -- negotiation with opponent regarding settlement.

The Debtor proposes to pay Y&K:

   * For matters with an outstanding legal fee owed to the Debtor
     in amount equal to or less than $100,000:

      (a) 15% of the gross recovery for each matter resolved prior
          to the filing or service of any initial litigation,
          arbitration or mediation document;

      (b) 22.5% of the gross recovery for each matter resolved
          subsequent to the filing or service of any initial
          litigation, arbitration or mediation document, including
          but not limited to the service of a "Notice to
          Arbitrate: under Part 137 of the Rules of the Chief
          Administrator, the filing of a Summons and Complaint,
          and the filing of Claim of Arbitration, but prior to the
          filing by the Former Client of any responsive
          litigation, arbitration or mediation document or
          pleading;

      (c) 32.5% of the gross recovery for each matter resolved
          subsequent to the filing by the Former Client of any
          responsive litigation, arbitration or mediation document
          or pleading, including but not limited to the filing by
          the Former Client of a "Client Request for Fee
          Arbitration" under Part 137 of the Rules of the Chief
          Administrator, the filing of an Answer or Motion, and
          the filing of a Response to a Claim for Arbitration;

      (d) 32.5% of the gross recovery of a matter resolved through
          default judgment as a result of a Former Client's
          default in any litigation or arbitration matter.

   * For matters with an outstanding legal fee owed to the Debtor,
     in an amount greater than $100,000 and equal to or less than
     $500,000:

      (1) 12.5% of the gross recovery for each matter resolved
          prior to the filing or service of any initial
          litigation, arbitration or mediation document;

      (2) 20% of the gross recovery for each matter resolved
          subsequent to the filing or service of any initial
          litigation, arbitration or mediation document, including
          but not limited to the service of a "Notice to
          Arbitrate" under Part 137 of the Rules of the Chief
          Administrator, the filing of a Summons and Complaint,
          and the filing of Claim of Arbitration, but prior to the
          filing by the Former Client of any responsive
          litigation, arbitration or mediation document or
          pleading;

      (3) 30% of the gross recovery for each matter resolved
          subsequent to the filing by the Former Client of any
          responsive litigation, arbitration or mediation document
          or pleading, including but not limited to the filing by
          the Former Client of a "Client Request for Fee
          Arbitration" under Part 137 of the Rules of the Chief
          Administrator, the filing of an Answer or Motion, and
          the filing of a Response to a Claim for Arbitration;

      (4) 30% of the gross recovery of a matter resolved through
          default judgment as a result of a Former Client's
          default in any litigation or arbitration matter.

   * For matters with an outstanding legal fee owed to the Debtor
     in an amount greater than $500,000 and equal to or less than
     $1,000,000:

      (a) 10% of the gross recovery for each matter resolved prior
          to the filing or service of any initial litigation,
          arbitration or mediation document;

      (b) 17.5% of the gross recovery for each matter resolved
          subsequent to the filing or service of any initial
          litigation, arbitration or mediation document, including
          but not limited to the service of a "Notice to
          Arbitrate" under Part 137 of the Rules of the Chief
          Administrator, the filing of a Summons and Complaint,
          and the filing of Claim of Arbitration, but prior to the
          filing by the Former Client of any responsive
          litigation, arbitration or mediation document or
          pleading;

      (c) 25% of the gross recovery for each matter resolved
          subsequent to the filing by the Former Client of any
          responsive litigation, arbitration or mediation document
          or pleading, including but not limited to the filing by
          the Former Client of a "Client Request for Fee
          Arbitration" under Part 137 of the Rules of the Chief
          Administrator, the filing of an Answer or Motion, and
          the filing of a Response to a Claim for Arbitration;

      (d) 25% of the gross recovery of a matter resolved through
          default judgment as a result of a Former Client's
          default in any litigation or arbitration matter.

   * For matters with an outstanding legal fee owed [including
     disbursements] to the Debtor in an amount greater than
     $1,000,000:

      (a) 7.5% of the gross recovery for each matter resolved
          prior to the filing or service of any initial
          litigation, arbitration or mediation document;

      (b) 15% of the gross recovery for each matter resolved
          subsequent to the filing or service of any initial
          litigation, arbitration or mediation document, including
          but not limited to the service of a "Notice to
          Arbitrate" under Part 137 of the Rules of the Chief
          Administrator, the filing of a Summons and Complaint,
          and the filing of Claim of Arbitration, but prior to the
          filing by the Former Client of any responsive
          litigation, arbitration or mediation document or
          pleading;

      (c) 22.5% of the gross recovery for each matter resolved
          subsequent to the filing by the Former Client of any
          responsive litigation, arbitration or mediation document
          or pleading, including but not limited to the filing by
          the Former Client of a "Client Request for Fee
          Arbitration" under Part 137 of the Rules of the Chief
          Administrator, the filing of an Answer or Motion, and
          the filing of a Response to a Claim for Arbitration;

      (d) 22.5% of the gross recovery of a matter resolved through
          default judgment as a result of a Former Client's
          default in any litigation or arbitration matter.

To the best of the Debtor's knowledge, Y&K does not hold or
represent any interest adverse to the Debtor or its estate with
respect to the matters as to which Y&K is to be employed.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Adler Approved as Collection Attorneys
-------------------------------------------------------
Dewey & LeBoeuf LLP in February obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Adler Law Firm as collection attorneys.

As reported in the Jan. 25, 2013 edition from the TCR, Adler will
render collection services to the Debtor, which may include, but
are not limited to:

   a) investigation of each claim;

   b) determination of responsible or additional parties;

   c) provisional selection, vetting, hiring (subject to
      Bankruptcy Court approval) and supervision of out of area
      counsel;

   d) preparation and filing of required notices, pleadings and
      papers;

   e) application for provisional remedies when appropriate.

The Debtor proposes to pay Adler:

    * 12% of the gross recovery in the event the recovery is
      solely the result of sending a demand letter and the claim
      is $150,000 or less;

    * 10% of the gross recovery in the event the recovery is
      solely the result of sending a demand letter and the claim
      is more than $150,000, but less than $500,000; and

    * 5% of the gross recovery in the event the recovery is solely
      the result of sending a demand letter and the claim is more
      than $500,000.

For all non-routine matters, the Debtor proposes to pay Adler 35%
of the gross recovery, plus reimbursement of Adler's costs and
expenses.

To the best of the Debtor's knowledge, Adler does not hold or
represent any interest adverse to the Debtor or its estate with
respect to the matters as to which Adler is to be employed.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DIGITAL DOMAIN: D&O Investigation Fees Increased to $725,000
------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the third amendment to the final
order authorizing DDMG Estate, et al., to obtain debtor-in-
possession financing, to increase the D&O investigation fees, as
defined in the Final DIP Order, from $425,000 to $725,000, for the
purpose of paying the allowed fees and disbursements of counsel to
the Official Committee of Unsecured Creditors.

A full-text copy of the third amendment to the Final DIP Order is
available for free at http://bankrupt.com/misc/DDMGdipord.pdf

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.
As the result of a settlement negotiated by the unsecured
creditors' committee with secured lenders, there will be some
recovery for the committee's constituency.


DOW CORNING: 6th Cir. Affirms Ruling on Time Value Credits
----------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit affirmed a
district court ruling that denied the request of Dow Corning
Corporation seeking Time Value Credits to account for the timing
of certain payments it made to a depository trust set up for the
benefit of breast implant tort claimants.  The district court
denied Dow Corning's requests except for the instances where the
Funding Payment Agreement expressly provides for Time Value
Credits.

"We affirm the district court's order with respect to every
finding except its determination that Dow is never entitled to a
Time Value Credit for Funding Periods after Funding Period," the
Sixth Circuit said.

Faced with thousands of lawsuits brought by women who had received
silicon breast implants that it manufactured, Dow Corning filed
for Chapter 11 bankruptcy on May 15, 1995. The Bankruptcy Court
confirmed the Amended Joint Plan of Reorganization on Nov. 30,
1999. Much litigation followed, and the Plan finally took effect
on June 1, 2004.

The Plan outlines the procedures for resolving breast implant
claims.  Claimants can choose to settle their claims through a
Settlement Facility or litigate their claims against a Litigation
Facility.  Claims and administrative expenses are paid with monies
held in a trust known as the Depository Trust.  The Trustee's
responsibilities are enumerated in a Depository Trust Agreement,
the first version of which was dated March 27, 2001.

Dow Corning's payment obligations are set forth in a Funding
Payment Agreement, which requires Dow to make payments to the
Trust up to a maximum aggregate amount of $3.172 billion. However,
the Funding Agreement does not require Dow to make this payment
all at once, but spreads out Dow's payment obligations over time.
To account for the timing of these payments, the Funding Agreement
provides that Dow's funding obligation cannot exceed a net present
value of $2.35 billion, calculated as of the Effective Date (June
1, 2004).  To compare the net present value of Dow's payment
stream with the net present value funding cap, all payments --
with certain possible exception -- must be discounted to the
Effective Date using a rate of 7% per year compounded annually.

The Sixth Circuit noted that the method by which Dow Corning
fulfills its payment obligations under the Funding Agreement is
remarkably complicated.

When executing the Plan, the parties anticipated that appeals
might be filed that would delay the Plan's implementation. To
prepare for that contingency, the Plan provided that Dow would
make an initial payment of $985 million to the Trust to "be held
in escrow pending the outcome of the appeal, with any interest
accruing thereon to be held as part of the fund."  The Plan
further provided that the funds could be used for administrative
expenses by the Settlement Facility to prepare "to begin
processing Claims promptly after the Effective Date."  If the
confirmation of the Plan was upheld on appeal, these funds would
be disbursed to pay claims; if the confirmation of the Plan was
overturned on appeal, the remaining funds would be returned to
Dow.

Confirmation of the Plan was in fact appealed, so the payments
were made -- mostly in 2001 -- pursuant to a detailed provision in
the Trust Agreement.

Another important aspect of the Funding Agreement is that Dow
Corning's payment obligations are spread out over time.  The
Funding Agreement creates a series of 16 "Funding Periods."  Each
Funding Period lasts exactly one year, and the first begins
exactly one year after the Effective Date.  Each Funding Period
has a corresponding "Annual Payment Ceiling" which determines
Dow's maximum payment obligation during that Funding Period.

Every three months, the Claims Administrator sends Dow Corning a
notification informing Dow of the amount of claims and expenses
expected to be paid out in excess of reserves each month.  At the
end of each month, the Claims Administrator sends Dow a
notification informing Dow of the actual claims and expenses paid
out in excess of reserves during the preceding month.  Dow must
promptly pay that amount.  Dow is not required to pay more than
necessary to cover the actual claims and expenses paid in excess
of reserves, and cannot be required to pay more than the Annual
Payment Ceiling.

But the Annual Payment Ceilings really only limit Dow's
obligations with respect to cash payments.  "Insurance Proceeds"
received by Dow before the Effective Date were required to be held
in trust by Dow and paid to the Trust 90 days after the Effective
Date. After the Effective Date, Insurance Proceeds are supposed to
be paid by the insurers directly to the Trust, and if Dow receives
Insurance Proceeds, it must transfer them to the Trust
immediately, whether or not they exceed the applicable Annual
Payment Ceiling.

The Sixth Circuit noted that requiring Insurance Proceeds to be
paid to the Trust without regard to the Annual Payment Ceilings
means that Dow's payment of cash and Insurance Proceeds during a
Funding Period could exceed the Annual Payment Ceiling.

Recognizing this fact, the Funding Agreement provides that when
Dow's payments during a Funding Period exceed the applicable
Annual Payment Ceiling, Dow receives a credit for the excess
amount that operates to reduce the Annual Payment Ceiling in a
future funding period.  Sometimes this credit is applied to the
very next Annual Payment Ceiling, and sometimes it is applied to
an Annual Payment Ceiling farther in the future.

In addition to crediting the nominal value of the excess amount
against a future Annual Payment Ceiling, the Funding Agreement
sometimes also expressly credits the time value of the excess
amount.  This so-called "Time Value Credit" recognizes that Dow
has essentially paid its obligation early, and credits Dow for the
timing of the payment as well as the nominal amount. The Time
Value Credit is calculated at the rate of 7% per year -- the same
rate used to calculate the net present value of the total payments
for purposes of comparing it with the net present value funding
cap.

The Claims Administrator is charged with the responsibility of
adjusting the Annual Payment Ceilings. In 2004, Dow requested that
the Claims Administrator adjust the Annual Payment Ceilings to
take into account several different payments it had made. Dow
claimed it was entitled to Time Value Credits for making these
payments early. Specifically, Dow sought Time Value Credits for
the following eight payments:

     (1) The $985 million Initial Payment, paid mostly in 2001.

     (2) $18.4 million paid in 2001 to settle Class 6D claims.

     (3) $211,456,278 in Insurance Proceeds that were received
         by Dow before the Effective Date and paid in June 2004.

     (4) $2.9 million paid from Dow's MDL 926 escrow account
         in June 2004.

     (5) $2,180,656 paid from Dow's MDL 926 escrow account in
         June and September 2004.

     (6) $7.2 million paid in June 2004 to Class 4A claimants.

     (7) $214,363,369 in Insurance Proceeds that were received
         by Dow after the Effective Date and paid in June 2004.

     (8) $57,736,990 in Insurance Proceeds paid in Funding
         Period 3.

The Claimants' Advisory Committee, which represents the tort
claimants, objected to Dow's request for Time Value Credits for
most of these payments.  When the Claims Administrator did not
grant its request, Dow filed a motion in the United States
District Court for the Eastern District of Michigan requesting
that the court require the Claims Administrator to award the Time
Value Credits.

The district court found that the Funding Agreement is
unambiguous. It determined that Dow is entitled to Time Value
Credits only in those instances where the Funding Agreement
expressly provides for them. It concluded that if the parties had
intended Dow to receive Time Value Credits for particular
payments, the Funding Agreement would specifically provide for
them. Since the Funding Agreement specifically provides a Time
Value Credit for the $214,363,369 in Insurance Proceeds that were
received by Dow after the Effective Date and paid in June 2004
(payment number 7), the district court found that Dow was entitled
to one.  It further found that the Funding Agreement specifically
provides a Time Value Credit for the $211,456,278 in Insurance
Proceeds received before the effective date and paid in June 2004
(payment number 3), but only for the period from the date of
payment until the beginning of Funding Period 1. The Funding
Agreement does not specifically provide a Time Value Credit for
the other payments, so the district court denied Dow's request for
Time Value Credits for these payments.

Unsatisfied with this outcome, Dow appealed the district court's
order.

According to the Sixth Circuit, the district court was correct to
distinguish between Time Value Credits and net present value
adjustments. Time Value Credits are credits that operate to reduce
the Annual Payment Ceilings when expressly provided for in the
Funding Agreement. Net present value adjustments, on the other
hand, are the adjustments made to compare the net present value of
Dow's total payments with the $2.35 billion net present value
funding cap.

The Sixth Circuit also held that the Funding Agreement clearly
states that if the cash and Insurance Proceeds received by the
Trust during the Funding Periods exceeds the applicable Annual
Payment Ceiling, Dow is entitled to a Time Value Credit for the
excess.

"We hold that the Funding Agreement is unambiguous and that Dow is
entitled to Time Value Credits only where expressly provided by
the Funding Agreement. We express no opinion as to whether Dow is
entitled to a net present value adjustment for the Initial
Payment," the Sixth Circuit said.

The appellate case is, DOW CORNING CORPORATION, Interested Party-
Appellant, v. CLAIMANTS' ADVISORY COMMITTEE, Interested Party-
Appellee, No. 11-2632 (6th Cir.).  A copy of the Sixth Circuit's
March 8, 2013 Opinion is available at http://is.gd/oqBWkBfrom
Leagle.com.

                        About Dow Corning

Dow Corning Corp. -- http://www.dowcorning.com/-- produces and
supplies more than 7,000 silicon-based products and services to
more than 25,000 customers worldwide.  Dow Corning is equally
owned by The Dow Chemical Company and Corning Incorporated.

The Company filed for Chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant-
related tort liability.  The Company owed its commercial creditors
more than $1 billion at that time.  A consensual Joint Plan of
Reorganization, amended on February 4, 1999, offering to pay
commercial creditors in full with post-petition interest,
establish a multi-billion-dollar settlement trust for tort claims,
and leave Dow Corning's shareholders unimpaired, took effect on
June 30, 2004.


DVORKIN HOLDINGS: Court OKs Carpenter Lipps as Conflicts Counsel
----------------------------------------------------------------
Gus A. Paloian, the Chapter 11 Trustee of the estate of Dvorkin
Holdings, LLC, sought and obtained permission from the U.S.
Bankruptcy Court to employ Carpenter Lipps & Leland LLP as
conflicts counsel.

The firm will provide these services:

   a. review and analyze documents produced by the Debtor and
      third parties, and investigate potential causes of action
      that may give rise to claims on behalf of the estate;

   b. prepare on behalf of the trustee all necessary papers,
      applications, pleadings, reports, and/or other legal papers;
      and

   C. appear in Court and protect the interests of the Chapter 11
      trustee before the Court.

The firm's hourly rates are:

   Professional                  Rates
   ------------                  -----
   Jonathan M. Cyrluk             $450
   Associates                 $200 to $300
   Paralegal                      $110

Jonathan M. Cyrluk, Esq., attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Dvorkin Holdings

Dvorkin Holdings, LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
estimated assets of at least $10 million and debts of up to
$10 million.  Bankruptcy Judge Jack B. Schmetterer oversees the
case.  Michael J. Davis, Esq., at Springer, Brown, Covey, Gaetner
& Davis, in Wheaton, Illinois, served as counsel to the Debtor.
The petition was signed by Loran Eatman, vice president of DH-EK
Management Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 trustee.
Lender, FirstMerit Bank, N.A., also sought appointment of a
chapter 11 trustee.


EASTMAN KODAK: Posts Bigger Loss, But Sees Mid-2013 Ch.11 Exit
--------------------------------------------------------------
Eastman Kodak Company had a 2012 consolidated net loss of $1.38
billion.  Excluding reorganization and restructuring costs
totaling $1.07 billion, the loss for the year would have been $308
million.
The operating loss for the Commercial Imaging segments (Digital
Printing and Enterprise and Graphics, Entertainment and Commercial
Films) improved by $278 million in 2012.  On a GAAP basis, the
consolidated 2012 loss from continuing operations before interest
expense, other income (charges), net, reorganization items, net
and income taxes increased by $33 million.

Selling, general and administrative costs fell by $226 million as
Kodak continued its focus on cost reductions.  With other profit
improvement initiatives implemented for 2013, Kodak believes it is
on a path to emerge from Chapter 11 reorganization in mid-2013.

Kodak's revenue of $4.11 billion in 2012 was a decline of 20% from
the previous year, reflecting strategic decisions to focus on
profitable businesses and accounts, soft industry demand as a
result of the broader economic downturn in some businesses and
regions, lower sales of traditional products, and unfavorable
foreign exchange impact.

"We progressed in 2012 by maintaining absolute focus on our
customers," said Antonio M. Perez, Chairman and Chief Executive
Officer.  "We earned our customers' continuing loyalty, and look
forward to moving ahead with even deeper business relationships
built around the industry's most comprehensive and innovative
portfolio of solutions.

"We also optimized our use of the Chapter 11 process, which offers
valuable restructuring advantages despite the many demands it also
imposes."

The company's worldwide cash balance was $1.14 billion at the end
of 2012.

"Our momentum continues as we work to file our Plan of
Reorganization and then complete the final actions that will
enable us to emerge from Chapter 11 in mid-2013," said Mr. Perez.
"Thanks to the talent and dedication of our employees, our 2012
performance was on track or ahead of our adjusted EBITDA and cash
projections, and we have remained in compliance with the covenants
of our debtor-in-possession facility, laying the foundation for
emergence as a profitable, sustainable company."

                       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.


ERESEARCH TECHNOLOGY: Moody's Keeps 'B2' CFR After Dividend Plan
----------------------------------------------------------------
Moody's Investors Service reports that eResearch Technology's plan
for a $50 million dividend to sponsor Genstar, announced just
before closing an in-progress financing agreement, is a credit
negative. The ratings are unaffected at this time, including the
B2 corporate family rating.

eResearch Technology, Inc. provides cardiac safety, respiratory
efficacy and ePRO solutions to pharmaceutical and healthcare
organizations sponsoring or involved in the clinical trial of new
drugs owned by affiliates of Genstar Capital. Moody's projects
2013 revenue of over $240 million in 2013.


ERESEARCH TECHNOLOGY: S&P Revises Rating Outlook to Stable
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Philadelphia-based cardiac and respiratory central laboratory
provider eResearch Technology Inc. to stable from positive.  All
ratings on the company, including the 'B' corporate credit rating
and 'B+' rating on ERT's proposed $255 million term loan, are
affirmed.

S&P's ratings on ERT reflect the company's "weak" business risk
profile, which reflects ERT's narrow operating focus and small
scale, despite its broad customer base and leading market share in
cardiac safety and respiratory central laboratory services.  While
ERT is a market leader in its three business segments, the company
is a very small player in the much larger health care services
industry.

S&P's rating also reflects ERT's "highly leveraged" financial risk
profile, characterized by adjusted leverage of about 5.5x and
funds from operations (FFO) to total debt that S&P expects to
normalize in the low to mid-teens.  Based on the company's
decision to fund a shareholder dividend, S&P believes the company
will use its capacity to improve shareholder value, and S&P now
expects financial policies to support leverage at or near current
metrics over time.

"Based on year-to-date performance trends, we expect ERT to exceed
our low-teens 2012 revenue growth forecasts, which primarily
reflects higher-than-expected cardiac safety revenues and higher
EPRO revenues following the invivodata acquisition," said Standard
& Poor's credit analyst Shannan Murphy.

EBITDA margins have been stronger than S&P expected over the past
two quarters, because of better operating leverage on stronger
growth and a better-than-expected pricing environment.  In 2013,
S&P expects revenue growth to slow to the low double digits,
reflecting low- to mid-single-digit organic growth and the full-
year impact of the invivodata acquisition.  S&P expects modest
margin expansion in 2013, reflecting the full-year impact of 2012
cost savings, and more than $40 million in FFO generation,
representing about 13% of total debt.

S&P's assessment of ERT's business risk profile as weak considers
its narrow focus and small size, and S&P's expectation that any
increase in scale will come from acquisitions, which could pose
integration risks.  While ERT is a market leader in cardiac safety
and respiratory central laboratory services, and is among the
industry leaders in electronic patient outcomes (EPRO) following
the mid-2012 acquisition of competitor invivodata, S&P views these
as niche markets.  In addition, the cardiac safety and respiratory
central laboratories businesses are capital intensive.  However,
ERT benefits from favorable industry demand trends, especially in
cardiac safety; because cardiac safety issues are the leading
reason for drug recalls, safety testing is usually required as
part of the drug approval process, and biopharma customers are
increasingly willing to outsource this type of work.

S&P's assessment of a highly leveraged financial risk profile is
supported by adjusted leverage of about 5.5x and funds from
operations to total debt that S&P expects to normalize in the low
to mid-teens.  It also reflects S&P's expectation that the company
will remain acquisitive over the near term, and that the company
may use internally generated cash flow and debt capacity to fund
dividends precluding any meaningful improvement in credit ratios.


FALCON GAS: Natural Gas Co. Wants Trustee for Arcapita Subsidiary
-----------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that Tide Natural Gas
Storage I LP, which paid $515 million for natural gas assets from
a subsidiary of Bahrain's bankrupt Arcapita Bank BSC, asked a New
York bankruptcy court Monday to appoint a trustee of the
subsidiary's bankruptcy because of conflicts of interest.

The report related that Tide asked to convert Arcapita subsidiary
Falcon Gas Storage Co. Inc.'s bankruptcy from Chapter 11 to
Chapter 7 and for the court to appoint a trustee because Arcapita
reorganization's plan will give the Bahraini bank and its
creditors too much power to strip off the bankrupt company's
assets.

                         About Falcon Gas

Atlanta-based Falcon Gas Storage Company, Inc., an operator of
natural-gas storage facilities, filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012, estimating
assets and debts of up to $100 million.  Falcon Gas is an
affiliate of Arcapita Bank BSC.

The list of Falcon's larger creditors includes Commerzbank AG and
National Bank of Bahrain BSC, two members of the Arcapita
unsecured creditors' committee. The two were listed as having
claims of $164.7 million and $132.3 million, respectively.

Falcon Gas is represented by Gibson, Dunn & Crutcher LLP as
bankruptcy counsel, Linklaters LLP as corporate counsel, Trowers &
Hamlins LLP as international counsel, and Hatim S Zu'Bi & Partners
as Bahraini counsel.  Rothschild Inc. serves as financial advisor,
while GCG, Inc., serves as notice and claims agent.


EAST COAST BROKERS: Section 341(a) Meeting Scheduled for April 8
----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of East Coast
Brokers & Packers, Inc., will be held on April 8, 2013, at 9:30
a.m. at Tampa, FL(861) - Room 100-B, Timberlake Annex, 501 E. Polk
Street.  Creditors have until May 20 to submit their proofs of
claim.

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

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

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.


FOURTH QUARTER PROPERTIES: Section 341(a) Meeting on April 9
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Fourth Quarter
Properties XXXVIII, LLC, will be held on April 9, 2013, at
11:00 a.m. at Hearing Room 362, Atlanta.

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

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

Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia,
on March 5, 2013.  The Debtor is a single asset real estate debtor
as defined in 11 U.S.C. Sec. 101(51B) and has property in 45, 47 &
59 Ansley Drive, in Newnan.  The Debtor estimated at least $10
million in assets and at least $1 million in liabilities as of the
Chapter 11 filing.

Matthew Cathey, Esq., at Stone & Baxter, LLP, in Macon, Georgia,
serves as the Debtor's counsel.  According to the docket, the
Chapter 11 plan and disclosure statement are due July 3, 2013.


GENERAL EMPLOYMENT: Under NYSE MKT Listing Periodic Review
----------------------------------------------------------
General Employment Enterprises, Inc. on March 11 disclosed that on
January 17, 2013 and February 21, 2013 the Company received
notices from the NYSE MKT staff indicating that the Company is
below certain of the Exchange's continued listing standards due to
its delinquency in filing Form 10-K for fiscal year ended
September 30, 2012 and the delinquency in filing Form 10-Q for the
quarter ended December 31, 2012, as set forth in sections 134 and
1101 of the NYSE MKT Company Guide.  The Company was afforded the
opportunity to submit a plan of compliance to the Exchange and on
January 31, 2013 presented its plan for both reports to the
Exchange.  On March 5, 2013 the Exchange notified the Company that
it accepted the Company's plan of compliance and granted the
Company an extension until May 1, 2013 to regain compliance with
the continued listing standards.  The Company will be subject to
periodic review by the Exchange staff during the extension period.
Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of the
extension period could result in the Company being delisted from
the NYSE MKT LLC.

Commenting on the Company's status, Michael Schroering, Chairman
of the Board & CEO stated, "We have made great progress on the
audit with Friedman, LLP and expect to meet or exceed the
expectations of the NYSE MKT." Mr. Schroering also commented, "We
are transitioning to a new and invigorated team at General
Employment Enterprise, Inc., whom I believe will work aggressively
and be able to accomplish our strategic goals for this year and
beyond.  We have seen encouraging results from this year's first
quarter of operations and have already started the necessary
infrastructure changes for our future."

General Employment Enterprises, Inc. was incorporated in the State
of Illinois in 1962 and is the successor to employment offices
doing business since 1893.  The Company's segments consist of the
following: (a) professional placement services specializing in the
placement of information technology, engineering, and accounting
professionals for direct hire and contract staffing, (b) temporary
staffing services in the agricultural industry and (c) temporary
staffing services in light industrial staffing.


GENERAL MOTORS: E.D. Mich. Court Rules in Trombly Suit
------------------------------------------------------
JEREMIAH J. TROMBLY, Plaintiff, v. FIDELITY WORKPLACE SERVICES
LLC, et al., Defendants, Case No. 11-13477 (E.D. Mich.),
challenges a decision denying Mr. Trombly's request for so-called
"interim supplement" benefits under a retirement plan offered to
salaried employees of defendant General Motors Corporation. In his
five-count second amended complaint, the Plaintiff alleges that
these benefits are owed to him either (i) under the terms of the
plan itself, (ii) by virtue of breaches of duties owed to him by
Defendant Fidelity Workplace Services, LLC and/or the Defendant
plan administrator in their purported roles as plan fiduciaries,
(iii) under the theory of equitable estoppel, or (iv) under state-
law theories of breach of contract or misrepresentation.

The District Court's subject matter jurisdiction over the case
rests upon the Plaintiff's claim for benefits under an employee
welfare benefit plan governed by the Employee Retirement Income
Security Act of 1974, 29 U.S.C. Sec. 1001 et seq.

Both the Plaintiff and the Defendants have filed cross-motions to
reverse or affirm, respectively, the plan administrator's
determination that the Plaintiff was not entitled to "interim
supplement" benefits under the General Motors retirement plan.

The Defendants argue that under the plain language of the plan,
the Plaintiff's election of an early retirement date of Dec. 1,
2007, left him just short of the 85 points -- calculated by adding
age at retirement and years of credited service -- needed to be
eligible for the "interim supplement" benefits he seeks in this
suit.  The Defendants further contend (i) that the Plaintiff's
breach of fiduciary claim is subject to dismissal as a mere
repackaging of his claim for benefits under an ERISA plan, (ii)
that Plaintiff cannot establish several of the elements of a
viable ERISA claim of equitable estoppel, and (iii) that
Plaintiff's state-law claims are preempted by ERISA.

The Plaintiff, meanwhile, argues primarily that he is entitled to
relief in light of the alleged misrepresentations made to him by
representatives of Defendant Fidelity, as well as omissions of
material facts, during telephone conversations in which the
Plaintiff sought benefit information bearing upon his decision
whether to take early retirement.

Mr. Trombly worked for General Motors from 1966 to 1992.  While
employed at GM, he accrued 25 years and 9 months of credited
service under the General Motors Retirement Program for Salaried
Employees.  In 1992, the Plaintiff left GM to work for Electronic
Data Systems.  Under the GM Plan, the Plaintiff retained his
credited service upon moving to EDS, but he did not accrue any
additional credited service during his time at EDS.

GM was the sponsor and administrator of the Plan.  The Defendant
GM Employee Benefit Plans Committee was given authority under the
GM Plan to hear appeals from decisions of the plan administrator
denying claims for benefits.

In a March 7, 2013 Opinion and Order is available at
http://is.gd/qcOwxdfrom Leagle.com, E.D. Michigan Chief District
Judge Gerald E. Rosen ruled that the Defendants' May 29, 2012
motion to affirm the plan administrator's decision and motion in
limine is granted in part, to the extent that the Defendants seek
an order affirming the plan administrator's decision and granting
summary judgment in their favor on the Plaintiff's remaining
claims, and denied in part, to the extent that the Defendants seek
an order strictly limiting the Court's review to the
administrative record as it existed at the time of the plan
administrator's final benefit determination.

The Court denied the Plaintiff's May 29, 2012 motion to reverse
the decision of the plan administrator.

                     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.


GIBRALTAR KENTUCKY: Amends Plan, Sale Hearing Set for March 21
--------------------------------------------------------------
Gibraltar Kentucky Development, LLC, amended its plan of
reorganization to provide for 100% payout to all allowed
creditors.  Under the Second Amended Plan, holders of Class 2
Claims will receive a pro rata share of $153,459 paid over five
year at 1% interest in 12 quarterly payments.  The Debtor says it
anticipates an unknown but potentially significant recovery from
the so-called "Lindsey Group" of alleged creditors.  That
recovery, if made, will be applied to Class 2 claims first to
reduce the total term of payments.

Holders of Class 3 Claims will receive a pro rata share of
$1,125,324 paid in monthly minimum payments of $8,390 representing
a 20-year amortization at 6.5% interest.  In addition, members of
Class 3 will receive a pro rata share of 90% of the disposable
income of the Debtor paid monthly.  "Disposable Income" is the
gross income, less taxes, and less all reasonable and necessary
expenses.

A full-text copy of the Disclosure Statement explaining the Second
Amended Plan, dated Feb. 27, is available for free at:

            http://bankrupt.com/misc/GIBRds0227.pdf

The Lindley Group is a series of alleged creditors, including Guy
Lindley, his wife and several entities who, as alleged by the
Debtor, have attempted to perpetuate a fraud by asserting that an
equity ownership interest they either own or control is at the
same time somehow a liability of the Debtor as well.  The Debtor
says there remains an open issue with the Lindley Creditors.  On
Feb. 27, the Debtor amended its schedules of assets and
liabilities to disclose an increase in the total amount of claims
held by unsecured non-priority creditors from $1,189,480 to
$2,289,805.  Full-text copies of the Amended Schedules are
available for free at http://bankrupt.com/misc/GIBRsal0227.pdf

The Debtor's Plan will be funded by proceeds resulting from the
disposition of the unencumbered assets and properties of the
Debtors, augmented by the unencumbered cash held by the Debtors at
the time of the commencement of its liquidation.  A hearing on the
Debtor's request to sell substantially all of its assets is
scheduled for March 21, 2013, at 01:30 PM, before Judge Erik P.
Kimball of the U.S. Bankruptcy Court for the Southern District of
Florida, West Palm Beach Division.

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.  The Chapter 11 case was converted to one under
Chapter 7.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.


GLOBAL GEOPHYSICAL: Moody's Lowers CFR to B3; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Global Geophysical Services,
Inc.'s Corporate Family Rating to B3 from B2, Probability of
Default Rating to B3-PD from B2-PD, senior unsecured notes to Caa1
from B3 and Speculative Grade Liquidity rating to SGL-4 from SGL-
3. The rating outlook remains negative.

"The downgrade reflects GGS's high leverage profile and high cash
flow volatility due to its dependence on the cyclical capital
expenditure budgets of exploration and production companies,"
stated Michael Somogyi, Vice President and Senior Analyst. "In
addition, GGS's asset and revenue base is small relative to most
other rated oilfield services companies, which makes it more
vulnerable to fluctuating industry and capital market conditions."
The SGL-4 Speculative Grade Liquidity rating reflects GGS's weak
liquidity profile with approximately $25 million cash on hand,
only $5.5 million available under its revolving credit facility
and the early 2014 maturity date for the revolving credit
facility.

Issuer: Global Geophysical Services, Inc.

Downgrades:

  Corporate Family Rating, downgraded to B3 from B2

  Probability of Default rating, downgraded to B3-PD from B2-PD

  Speculative Grade Liquidity Rating, downgraded to SGL-4 from
  SGL-3

  US$200 million Senior Unsecured Regular Bond/Debenture,
  downgraded to Caa1 from B3

  US$50 million Senior Unsecured Regular Bond/Debenture,
  downgraded to Caa1 from B3

Ratings Rationale:

With total adjusted assets of approximately $660 million and
revenues of $340 million as of December 31, 2012, GGS is small
relative to most other rated oilfield services companies and makes
the company more vulnerable to fluctuating industry and capital
market conditions. Following a ramp up in data acquisition for its
multi-client library, GGS reported peak revenues of approximately
$385 million in 2011. The continued, large capital spend for
multi-client library through 2012, however, has extended the
company's negative free cash flow operating profile for three
consecutive years ending December 31, 2012 and has led to its
elevated leverage profile and weakened liquidity position.

Despite an additional $165 million capital spend to expand its
multi-client library in 2012; GGS reported a 12% year-over-year
decline in revenues to approximately $340 million. GGS's adjusted
EBITDA fell 30% year-over-year to $34 million and the company
outspent internally generated cash flows by $75 million. Moody's
subtracts multi-client seismic library capital expenditures from
reported EBITDA in calculating Moody's metrics to reflect the
multi-client business segment's high capital intensity and the low
near term certainty of generating cash flow net of capital
expenditures. This is a standard calculation for the seismic
companies that Moody's rates.

GGS ended 2012 with an adjusted debt balance of over $460 million
and has averaged over $400 million over the last three years. The
company's adjusted leverage profile at year-end was over 13x, with
the five year average rising to over 6.5x at year end December
2012 compared to approximately 5.5x a year-ago. This leverage
metric is commensurate with the Caa rating band. Over the longer
term, Moody's views the through the industry cycle debt / EBITDA
of 4.0x -- 5.0x as appropriate for maintaining the B3 CFR given
GGS's high business risk profile.

GGS announced the appointment of Richard White as its new
President and CEO effective October 26, 2012. Along with
additional executive appointments announced in December 2012, GGS
enters 2013 transitioning to a more balanced earnings mix and
prioritizing debt reduction through positive free cash flow
generation. GGS is guiding to reduced capital spending on its
multi-client data library program and a reduction in the company's
fixed cost structure. Reflective of the company's reduced capex
guidance as it shifts focus to proprietary service offerings in
North America, Moody's expects GGS to grow EBITDA and generate
positive free cash flow to support targeted debt reduction of $30
- $40 million in 2013.

The SGL-4 Speculative Grade Liquidity rating reflects GGS's
weakened liquidity profile with approximately $25 million cash on
hand and only $5.5 million available under its revolving credit
facility. The company's $85 million senior secured RCL matures
April 2014 with a step down of $17.5 million scheduled in April
2013. It is Moody's understanding that the company is in
discussions with its bank lending group to re-syndicate and extend
the facility. Covenants under the senior secured credit facility
include EBITDA / interest of not less than 2.5x and senior secured
debt / EBITDA of no more than 2.0x. As of December 31, 2012, GGS
had good headroom under these covenants. Substantially all of the
company's assets are pledged as security under the credit facility
which limits the extent to which asset sales could provide a
source of additional liquidity if needed.

The Caa1 senior unsecured note rating reflects GGS' overall
probability of default, to which Moody's has assigned a PDR of B3-
PD, and a loss given default of LGD4-64%. The size of the senior
secured revolver's potential priority claim relative to the senior
unsecured notes results in the notes being rated one notch beneath
the B3 CFR under Moody's Loss Given Default Methodology.

The rating outlook is negative. In order to stabilize the outlook,
GGS must improve its liquidity profile and execute on initiatives
to generate positive free cash flows and reduce leverage. Given
GGS's small size within the broader oilfield services industry and
the highly cyclical nature of the demand for seismic services, an
upgrade is unlikely without a significant reduction in its
leverage position. An upgrade is possible, if GGS successfully
executes on its debt reduction strategy through free cash flow
generation leading to adjusted Debt / EBITDA (net of multi-client
spending) to be sustained below 3x. Moody's could downgrade the
ratings if liquidity were to deteriorate or if adjusted Debt /
EBITDA (net of multi-client spending) is sustained at or above 5x.

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

Global Geophysical Services, Inc. is a seismic data company that
offers an integrated suite of seismic data solutions to the global
oil and gas industry. Global Geophysical Services is headquartered
in Houston, Texas.


GLOBAL SHIP: Lenders OK Waiver on Leverage Ratio Test
-----------------------------------------------------
Global Ship Lease, Inc. on March 11 disclosed that while the
Company's stable business model largely insulates it from
volatility in the freight and charter markets, a covenant in the
credit facility with respect to the Leverage Ratio, which is the
ratio of outstanding drawings under the credit facility and the
aggregate charter free market value of the secured vessels, causes
the Company to be sensitive to significant declines in vessel
values.  Under the terms of the credit facility, the Leverage
Ratio cannot exceed 75%.  The Leverage Ratio has little impact on
the Company's operating performance as cash flow is largely
predictable under its business model.

Due to the continuing excess supply of capacity, there has been a
decline in charter free market values of containerships in recent
months.  The Company anticipated that the Leverage Ratio as at
November 30, 2012 would, if tested, exceed 75%.  Therefore, it has
agreed with its lenders a further waiver for two years of the
requirement to perform the Leverage Ratio test.  The next
scheduled test will be as at December 1, 2014.  During the waiver
period, the fixed interest margin to be paid over LIBOR is 3.75%,
prepayments are based on cash flow, subject to a minimum of $40
million on a rolling 12 month basis, rather than a fixed amount,
and dividends on common shares cannot be paid.  It has also been
agreed that all secured vessels will be included in the Leverage
Ratio test, whether they are subject to a charter or not.

In the three months ended December 31, 2012, a total of $11.1
million of debt was prepaid leaving a balance outstanding of
$425.7 million.  In the year ended December 31, 2012, a total of
$57.9 million of debt was prepaid.

                            Dividend

Under the terms of the waiver of the requirement to perform the
Leverage Ratio test, Global Ship Lease is not currently able to
pay a dividend on common shares.

                         Net Income/Loss

Net income for the three months ended December 31, 2012 was $8.1
million after a $4.7 million non-cash interest rate derivative
mark-to-market gain.  For the three months ended December 31, 2011
net income was $10.9 million, after $4.0 million non-cash interest
rate derivative mark-to-market gain.  Normalized net income was
$3.5 million for the three months ended December 31, 2012 and $6.8
million for the three months ended December 31, 2011, which
excludes the effect of the non-cash interest rate derivative mark-
to-market gains.

Net income was $31.9 million for the year ended December 31, 2012
after a $9.7 million non-cash interest rate derivative mark-to-
market gain.  For the year ended December 31, 2011, net income was
$9.1 million after the $13.6 million non-cash impairment charge
and a $0.9 million non-cash interest rate derivative mark-to-
market loss.  Normalized net income was $22.2 million for the year
ended December 31, 2012, and $23.6 million for the year ended
December 31, 2011.

The disclosure was made in Global Ship's earnings release for the
three months ended Dec. 31, 2012, a copy of which is available for
free at http://is.gd/pi3vxk

                      About Global Ship Lease

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

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

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

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


GOODMAN NETWORKS: Moody's Confirms 'B2' CFR; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service confirmed the B2 Corporate Family, B2-PD
Probability of Default and B2 senior secured debt ratings of
Goodman Networks, Inc. and revised the outlook to negative,
following resolution of the company's delayed financial reporting
and audit restatement issues within the extended waiver period
granted by its lender, PNC Bank, N.A. These actions conclude the
ratings review that commenced on June 8, 2012.

The ratings confirmation reflects Goodman's filing of its audited
fiscal 2011 financial results (delivered in October 2012) and
quarterly financial statements ended March 2012, June 2012 and
September 2012 (delivered in January 2013) within the extended
waiver periods for ABL credit facility. Goodman was permitted
access to the ABL facility during the waiver periods, however the
facility remained undrawn during this timeframe. These filings
cured the technical default under the senior secured notes
indenture. In addition, the company restated its financial results
for fiscal years 2010 and 2009. Following Moody's ratings review
in June 2012, Goodman's March 2012, June 2012 and September 2012
financial results were further delayed due to the unexpectedly
lengthy review and restatement process. Goodman eventually
delivered these quarterly statements after receiving three waiver
extensions from its lender. In Moody's opinion, the restatements
did not materially impact the company's financial position or cash
flows.

Ratings Confirmed:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

$225 Million 12.125% Million Senior Secured Notes due 2018 -- B2,
LGD assessment revised to (LGD-4, 57%)

Ratings Rationale:

Goodman's B2 Corporate Family Rating considers the relatively high
business risks associated with the small scale and low margins of
its outsourced engineering and infrastructure operations that
serve primarily large communications and technology companies in
the US. The rating also reflects Goodman's significant customer
concentration, key-man and project execution risks, and exposure
to the capital expenditure cycles of its customers, which are
represented largely by AT&T (about 87% of revenue) and Alcatel-
Lucent (11%), and the resulting unevenness in free cash flow
generation. In addition, as outsourcing of services represents an
integral component of the company's revenue base, Goodman needs to
deliver more cost effective alternatives than its larger and
better capitalized customers can perform in-house. Moody's also
notes that delays in new contract wins and a slowdown in carriers'
capital spending could also elevate leverage in the future, which
further constrains the rating.

These risks are offset by Goodman's recent contract wins from
other carriers such as Sprint, Windstream, US Cellular and
CenturyLink, which will enable the company to diversify its
revenue away from AT&T and Alcatel-Lucent. Nonetheless, Moody's
expects Goodman will benefit over the near-term from AT&T's
November 2012 announcement that it plans to invest an additional
$8 billion to expand its LTE network coverage to 300 million PoPs
(points of presence) by year-end 2014 and to densify its urban
network. Further, Goodman has generated higher-than-expected free
cash flow given that management decided not to pursue certain
projects, which would have resulted in a consumption of cash flow
during the early years of the contract.

Moody's notes that Goodman's B2 CFR also embeds the inadequate
systems, internal controls and oversight related to the company's
historical misapplication of percentage of completion revenue
recognition and the resulting impact on financial reporting
accuracy, which increases accounting risk. While the financial
adjustments are not deemed material, Moody's confidence in the
company's financial reporting has weakened. The rating reflects
Goodman's efforts to remediate the material weaknesses and the
impact of potentially higher costs associated with the review,
additional audit work and modification of accounting and IT
systems, as well as the risk that senior management could be
distracted from effective operation of the business.

Rating Outlook

The negative rating outlook reflects Moody's view that Goodman
will exhibit weaker cash flow from operations and negative free
cash flow in 2013 due to higher working capital requirements, as
well as the possible need to take additional actions to remediate
material weaknesses in financial reporting.

What Could Change the Rating -- Up

Ratings could be upgraded to the extent the company is able to
profitably increase and diversify its business away from AT&T and
Alcatel-Lucent while sustaining total debt to EBITDA below 3.0x
(Moody's adjusted).

What Could Change the Rating -- Down

Ratings could experience downward migration if Moody's expects the
company's total debt to EBITDA will be sustained at around 4.5x
(Moody's adjusted), and liquidity is strained such that the
revolving credit facility is largely drawn and free cash flow is
negative for extended periods. The rating could also be revised
downward if further concerns regarding weaknesses in internal,
financial disclosure and accounting controls resurfaced or if
Goodman witnessed a sudden slowdown in customer demand.

The principal methodology used in rating Goodman Networks, Inc.
was Global Business and Consumer Service Industry 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.

Goodman Networks, Inc., headquartered in Plano, TX, is a
specialized technical service provider to wireless and wireline
carriers throughout the US. Goodman provides cell site builds,
upgrades, and professional services to maintain and improve
existing networks. Goodman executes projects for its principal
customer, AT&T, in seven major markets. Revenue for the twelve
months ended September 30, 2012 totaled approximately $764
million.


GURSHEEL DHILLON: Dismissal of Suit v. Tenn. Medical Board Urged
----------------------------------------------------------------
Magistrate Judge Juliet Griffin in Nashville, Tennessee,
recommends the dismissal of the lawsuit styled as, GURSHEEL S.
DHILLON M.D. v. STATE OF TENNESSEE HEALTH RELATED BOARD OF MEDICAL
EXAMINERS; LARRY ARNOLD M.D.; KEITH LOVELADY M.D.; MITCHELL MUTTER
M.D.; MICHAEL ZANOLLI M.D.; BARRETT ROSEN M.D.; MICHAEL BARON
M.D.; NEIL BECKFORD M.D.; DANIEL GARNER M.D.; KIMBERLY BELL M.D.;
DENISE MORAN; JANICE STONE; KEN JONES; ANDREA HUDDLESTON; REGINE
WEBSTER; JOHN and JANE DOES 1-25; and LIFEPOINT HOSPITAL'S
SOUTHERN TENNESSEE MEDICAL CENTER; WILLIAM RUSS SPRAY; and MARK
WERT M.D., No. 3-12-0151 (M.D. Tenn.).

The Plaintiff, a physician, filed the action pro se on Feb. 7,
2012. His original Complaint seeks damages and unspecified
equitable relief and names as defendants the Board; Larry Arnold,
the Board's Medical Director and Consultant; Board members Keith
Lovelady, Mitchell Mutter, Michael Zanolli, Barrett Rosen, Michael
Baron, Regine Webster, and Neil Beckford; Department of Health
employees Denise Moran, Juanita Stone, and Ken Jones; Andrea
Huddleston, Department of Health Deputy General Counsel; Daniel
Garner and Kimberly Bell, two physicians who provided expert
testimony at the Plaintiff's hearings before the Board; Lifepoint
Hospital's Southern Tennessee Medical Center; and William Spray
and Mark Wert, two STMC employees.

The Plaintiff's motion to amend his complaint, was granted by
Order entered Feb. 19, 2013.  In his Amended Complaint, the
Plaintiff seeks damages and reinstatement of his medical license
and naming as additional defendants: STMC physicians Counsil
Rudolph and Elizabeth Reimers; Cumberland Health Care Group;
Cumberland Group physicians Nicholas Petrachko, Louis Koella, and
Ron Gordon; and physicians Diane Petrilla and Thomas Zimmerman.

By Order entered Feb. 10, 2012, the civil action was referred to
the Magistrate Judge for case management, decision on all
pretrial, nondispositive motions and report and recommendation on
all dispositive motions under 28 U.S.C. Sec. 636(b)(1) and to
conduct any necessary proceedings under Rule 72 of the Federal
Rules of Civil Procedure.

Four motions to dismiss were filed against the complaint:

     (1) Motion to Dismiss filed by Defendants Tennessee Board of
Medical Examiners, Larry Arnold, Keith Lovelady, Mitchell Mutter,
Michael Zanolli, Barrett Rosen, Michael Baron, Regine Webster,
Neal Beckford, Andrea Huddleston, Denise Moran, Ken Jones, and
Janice Stone;

     (2) Motion to Dismiss filed by Defendants Southern Tennessee
Medical Center, LLC, incorrectly identified in the Complaint as
"LifePoint Hospital's Southern Tennessee Medical Center," William
Russell Spray and Mark Wert;

     (3) Motion to Dismiss filed by Defendant Daniel Garner; and

     (4) Motion to Dismiss filed by Defendant Kimberly Bell

The Plaintiff was granted a medical license to practice in the
State of Tennessee by the Tennessee Board of Medical Examiners on
June 25, 1999.  Thereafter, he began practicing internal medicine
in Winchester, Tennessee, and contracted with the Southern
Tennessee Medical Center LLC to become a staff physician at the
STMC's medical facility in Winchester.

The Plaintiff's relationship with STMC deteriorated over the next
three years, and in early 2003, STMC placed the Plaintiff under
the review of a Peer Review Panel.  The Panel recommended that the
Plaintiff not be appointed to the STMC active staff.  This
recommendation was adopted, and the Plaintiff's working
relationship with the STMC was terminated in May 2003.

The Plaintiff subsequently filed a civil lawsuit against the STMC
in the Chancery Court for Williamson County, Tennessee, seeking
damages from STMC based on the events that had occurred. The
Plaintiff remained in litigation with the STMC for the next
several years, with judgments ultimately entered against him in
2006 and 2008.

During this time period, the Plaintiff continued to practice
medicine in the Winchester area through arrangements with other
medical facilities. However, in 2007, a Notice of Charges and
Memorandum for Assessment of Civil Penalties was filed against the
Plaintiff by the Tennessee Department of Health, Division of
Health Related Boards regarding the Plaintiff's medical treatment
of a patient during 2004 and 2005.  After a hearing, the Board
entered an Amended Final Order on March 19, 2008, which placed the
Plaintiff's medical license on probationary status and required
that he meet several conditions for the probation to be lifted.

The Plaintiff did not comply with the Board's requirements, and,
in 2009, the Department of Health initiated further proceedings
against the Plaintiff by filing a second Notice of Charges and an
Amended Notice of Charges alleging that he had failed to comply
with the March 19, 2008, Order and that he had engaged in a
pattern of continued or repeated malpractice, ignorance,
negligence, or incompetence regarding the medical care of 13
patients between January 2000 and December 2002.

Prior to hearings before the Board, the Plaintiff filed a
complaint in the Chancery Court for Davidson County, Tennessee,
seeking various forms of relief, including a temporary injunction
preventing any hearings on the charges and a stay of the
administrative proceedings.

The Plaintiff's attempt to stop the proceedings before the Board
was unsuccessful and the Board held hearings on the charges, after
which it entered a Final Order on Feb. 3, 2011, finding that the
Plaintiff had not complied with the prior directives from the
Board and indefinitely suspending the Plaintiff's medical license
until such time as he complied with the Amended Final Order of
March 19, 2008.

Shortly after the Board's suspension of his license, the Plaintiff
initiated two new actions in the state courts.  On March 21, 2011,
he filed a complaint in the Chancery Court of Davidson County,
Tennessee, against the Department of Health, Larry Arnold, Keith
Lovelady, Mitchell Mutter, Michael Zanolli, Barrett Rosen, Ken
Jones, Andrea Huddleston, Daniel Garner, Juanita Stone, Denise
Moran, and Kimberly Bell alleging violations of his federal
constitutional rights, as well as violations of state and federal
law, and seeking unspecified declaratory and injunctive relief.

On April 21, 2011, the state judge entered a final order
dismissing the action in its entirety after finding that the
Plaintiff had not sought review of the administrative decision of
the Board to suspend the Plaintiff's medical license but that the
Plaintiff had brought an original action against the individual
defendants over which the state court had no subject matter
jurisdiction.  On February 21, 2012, the Plaintiff filed a motion
to set aside the dismissal and re-open his case, which the state
court denied on May 29, 2012, after holding a hearing on May 11,
2012.

The plaintiff also filed an action in the Chancery Court of
Davidson County, Tennessee under the Tennessee Uniform
Administrative Procedures Act seeking to reverse an administrative
law judge's denial of his motion for an award of costs and his
objections to an affidavit of costs filed by the Department of
Health for the costs of the proceedings before the Board.  By
Order entered May 9, 2012, the state judge affirmed the orders of
the administrative law judge and dismissed the Plaintiff's action.

On June 6, 2012, the Plaintiff filed a notice of appeal from the
orders entered in both Chancery Court actions.  The current status
of the appeal is unknown.

Gursheel S. Dhillon M.D. filed a voluntary Chapter 11 petition
(Bankr. M.D. Tenn. Case No. 08-03109) on April 15, 2008.  By Order
entered on July 27, 2012, the Bankruptcy case remains open pending
resolution of matters in that case.  The Trustee's Motion to Close
the case, filed Feb. 5, 2013, remains pending at this time.

A copy of Magistrate Judge Griffin's March 7, 2013 Report and
Recommendation addressed to District Judge Aleta A. Trauger is
available at http://is.gd/3D1oKZfrom Leagle.com.


HELLER EHRMAN: Has Claim v. 4 Law Firms for Ex-Partners' Work
-------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones Newswires, reports
Bankruptcy Judge Dennis Montali in San Francisco said Monday that
four law firms -- Jones Day, Davis Wright Tremaine LLP, Foley &
Lardner LLP and Orrick, Herrington & Sutcliffe LLP -- owe Heller
Ehrman LLP's estate for the profits they made on work that
originated at Heller before its demise.  A trial will still be
held to determine the specific dollar amounts, if any, the firms
must pay Heller.

Dow Jones says Judge Montali's ruling is likely to be appealed.
The report says Monday's ruling affects the law firms that decided
to fight the unfinished-business lawsuits.

Arnold & Porter LLP attorney Jonathan Hughes, Esq. --
Jonathan.Hughes@aporter.com -- represented Orrick in the lawsuit.
According to Dow Jones, Mr. Hughes said Tuesday that Orrick
"remains confident in its defenses" and that the battle is far
from over. "The bottom line is that Orrick doesn't believe that
the law is that Heller should be entitled to be paid for work that
Orrick is doing for its clients," Mr. Hughes said.

The report also notes Davis Wright Tremaine spokesman Mark Fefer
-- markfefer@dwt.com -- said the firm "strenuously" disagrees with
Judge Montali's decision "in every respect" but that it remains
"delighted with former [Heller] shareholders who elected to join"
Davis Wright Tremaine.

Dow Jones says the other two firms, Foley & Lardner and Jones Day,
didn't respond to a request for comment.

The report also relates Heller's attorney, Christopher Sullivan,
Esq. -- csullivan@GreenfieldSullivan.com -- at Greenfield Sullivan
Draa & Harrington LLP, said Tuesday that the ruling not only
"paves the way forward" in Heller's effort to recover as much
money as possible for its creditors but also provides "critical
guidance" for other law-firm bankruptcies.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HOSTESS BRANDS: Apollo's $410MM Bid for Snack Cakes Unchallenged
----------------------------------------------------------------
Hostess Brands Inc. on March 12 disclosed that the stalking horse
bid submitted by affiliates of Apollo Global Management and
Metropoulos & Co. for the majority of the Company's snack cake
business, which includes both Hostess(R) and Dolly Madison(R)
branded products, will be the bid presented for approval to the
U.S. Bankruptcy Court as no other qualified bids were received for
those assets.

Apollo and Metropoulos have agreed to pay $410 million to purchase
the brands, five bakeries and certain equipment.  Among the
products included are the Company's Twinkies(R), Ho Hos(R), Ding
Dongs(R) and Donettes(R) snack cakes.  The Company will ask the
U.S. Bankruptcy Court for the Southern District of New York to
approve the transaction at a hearing on March 19.

"The agreement results in significant value for our stakeholders
and we look forward to putting the proposed transaction before the
Court next week," said Hostess Brands Chairman and Chief Executive
Officer Gregory F. Rayburn.

Flowers Foods, Inc. has been signed to $360 million for the
majority of the bread business assets.  The agreement includes, in
addition to the brands, 20 bakeries, 38 depots and other assets.
In a separate transaction, Grupo Bimbo, S.A.B. de C.V. was
selected as the winning bidder for the assets related to the
Company's Beefsteak(R) bread business at the conclusion of a Feb.
28 auction.  Grupo Bimbo has agreed to pay $31.9 million for the
Beefsteak(R) assets.  The Court will also consider approval of
these brands at the same March 19 hearing for the Hostess(R) and
Dolly Madison(R) brands.

On March 15 Hostess Brands will conduct an auction for its
Drake's(R) snack cake business and Sweetheart(R), Standish
Farms(R), Grandma Emilie's(R) and Eddy's(R) bread businesses.  The
combined stalking horse bids for those assets total approximately
$56.6 million.

Jones Day provided legal advice to Hostess Brands on all of the
transactions.  Perella Weinberg Partners served as the Company's
financial advisor.

                           Asset Sales

The auction for the snack cakes business that was slated for March
13 was canceled.  The hearing to approve sale will take place
March 19.

"Pursuant to the bidding procedures order, no auction will be
conducted and buyer is the successful bidder," the company's
attorneys wrote in a filing on Monday with the U.S. Bankruptcy
Court in White Plains, NY, Reuters related.

Reuters related that Apollo said in a press release announcing its
bid that it expects the deal to close before the end of April.
The firm, which had $113 billion in assets under management at the
end of last year, said it saw "significant potential for renewed
growth and expansion into additional channels of distribution,"
with the brands.

Jacqueline Palank, writing for Dow Jones Newswires, reports that
Evan Metropoulos, a member of the investment firm his father
founded, said Tuesday he hopes to quickly return Twinkies and
Hostess's other snacks to store shelves, where they have been
missing since their maker went into liquidation.  "We would hope
to have this wonder product back on the shelf by early this
summer," he said.

Bloomberg News notes that assuming Hostess overcomes opposition
from the bakery workers' union, next week's hearing is also to
approve selling most of the bread business, including the Wonder
bread brand, to Flowers Foods Inc. for $360 million.  Mexican
bread maker Grupo Bimbo SAB won the auction for the Beefsteak rye
bread business with its $31.9 million offer.

The major sales will finish on March 15 with an auction for some
of the remaining bread businesses and the Drakes cakes operation.
The opening bids at that auction will total $56.35 million.

Hurst Capital partners Zach and Austin Hurst said in an e-mailed
statement Tuesday regarding the bidding for Hostess: "At this
point Hurst Capital has determined not to pursue an increased bid
for select assets of Hostess due to the likelihood of increased
potential costs levels and execution risks which exceed Hurst
Capital's investment performance criteria.  Hurst Capital
continues to focus its efforts and resources on the acquisition of
other under-performing assets, including notable iconic brands in
the technology space."

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOWREY LLP: Former Partners Sued for Fraudulent Transfers
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Howrey LLP filed lawsuits in
bankruptcy court this week against six of the defunct law firm's
former partners.  The suits contend the former partners are liable
to give up profits they made at new firms in finishing business
begun at Howrey.

According to the report, from three of the partners, the suits are
seeking $3.75 million in distributions the firm made after June
2010, when the trustee believes Howrey became insolvent.  The
trustee contends the payments to the partners were fraudulent
transfers because there were no profits available for distribution
to partners.

The suits to recover profits from unfinished business are based on
what's known as the Jewel doctrine, named after a California
decision holding former partners liable to give up profits made at
their new firms.

Mr. Rochelle notes that courts are split on whether the Jewel
doctrine is good everywhere.  The issue is now in the U.S. Court
of Appeals in Manhattan arising from the liquidation of Coudert
Brothers LLP.  Federal district judges in Manhattan are split on
whether profits at a new firm must be given up.  In September U.S.
District Judge William H. Pauley III ruled in a case involving
Thelan LLP that hourly fees earned on unfinished business by a new
law firm aren't property of the defunct firm.  Judge Pauley
disagreed with a decision in May by U.S. District Judge Colleen
McMahon who ruled in the Coudert liquidation that fees earned on
unfinished business belong to the liquidated firm.  The decision
by the appeals court in New York won't be binding on the court in
California in the Howrey bankruptcy.

                         About Howrey LLP

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

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

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

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

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

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


INTERFAITH MEDICAL: Wants More Time to File Plan
------------------------------------------------
Interfaith Medical Center, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of New York to further extend its
exclusive period to file a plan until July 1, 2013, and its
exclusive period to solicit acceptances of that plan until
August 30.

The Debtor needs the additional time to continue negotiations with
The Brooklyn Hospital Center and the Dormitory Authority of the
State of New York.  The Debtor relates that it has negotiated a
memorandum of understanding with DASNY regarding plan treatment of
DASNY's multiple claims, Chapter 11 financing arrangements, and
related issues, and the Debtor soon will be filing a motion
seeking approval of a financing arrangement with DASNY providing
for longer term consensual use of cash collateral and a debtor-in-
possession financing agreement.  The Debtor adds that it has also
been negotiating the terms of a business relationship with one or
more other hospitals, including TBHC.  The Debtor says the
transactions contemplated under the ongoing negotiations will
serve as the lynchpin of its proposed plan of reorganization.

A hearing on the exclusive periods extension request is set for
March 18.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


LAKELAND INDUSTRIES: May Default on TD Bank Facility
----------------------------------------------------
Lakeland Industries, Inc. is reporting several material
developments:

-- Lower than expected sales in Brazil for the quarter ended
January 31, 2013 resulting in anticipated operating loss in Brazil

-- $11.5 million goodwill impairment charge in Brazil

-- Potential default on bank line of credit with TD Bank

Lower than expected sales in the quarter ended January 31, 2013 in
Brazil will likely result in an operating loss from Brazil in such
quarter.

In view of the recent operating losses incurred by Lakeland
Brazil, management determined that the carrying amount of the
goodwill related to the Company's Brazil subsidiary exceeded its
fair value, which was estimated based on the present value of
expected future cash inflows.  Accordingly, the Company has
recorded an impairment charge at year end against the Goodwill and
Intangible assets relating to its Lakeland Brazil subsidiary of
$9.8 million.

Based on the available objective evidence, including the Company's
history of losses in Brazil, Management believes it is more likely
than not that the net deferred tax assets related to Income taxes
in Brazil only will not be fully realizable.  Accordingly, the
Company provided for a full valuation allowance of $1.5 million
against its net deferred tax assets in Brazil at January 31, 2013.
The combined charge will be $11.5 million and the net effect on
stockholder equity will be $9.7 million, net of the $1.8 million
reclassification from Other Comprehensive Income to reflect the
cumulative adjustments previously made resulting from exchange
rate differences.  It is important to note that this is a write-
down of intangible assets, as required by accounting rules, and
has no effect on company operations or tangible assets.

Management is planning several steps to strengthen its sales
effort in Brazil by reorganizing the current sales force to focus
less on very large government contracts, and seeking new sales
partners and distributors.  The Company's Brazilian Organization
is restructuring to decrease costs and better service private
industry, for which individual bids tend to be smaller but more
regular.

Such losses and impairment charge will potentially result in the
company's being in default with its TD Bank facility, however we
are currently in discussions with TD Bank about resolution of
these matters.

With the exception of Brazil, company-wide revenue continues to
improve, with very strong revenue growth in most overseas markets,
and a continued rebound in the United States from the loss of
DuPont products in FY2012 that has seen strong growth achieved
year over year in sales of Lakeland branded products.

                  About Lakeland Industries, Inc.

Lakeland Industries, Inc. manufactures and sells a comprehensive
line of safety garments and accessories for the industrial
protective clothing market.


LANDMARK FENCE: Employees' Class Suit Goes Back to Bankr. Court
---------------------------------------------------------------
District Judge Howard Matz affirmed, in part, and reversed, in
part, a bankruptcy court order allowing a claim of a class of
Landmark Fence Co. employees in the amount of more than $15
million.  Landmark took an appeal from the bankruptcy court order,
arguing that the bankruptcy court erred as a matter of law in
concluding that Landmark's employees are entitled to compensation
at prevailing wage rates for time spent fabricating components for
use on public works sites and for time spent traveling between
Landmark's shop and public works sites; and that the bankruptcy
court erred in rejecting the damages estimate of Landmark's expert
witness.

Judge Matz, however, held that the bankruptcy court correctly
determined that Landmark employees were entitled to compensation
at prevailing wage rates for off-site fabrication work for public
works projects.  As for time spent traveling between Landmark's
shop and the public works site, however, the District Court ruled
that the bankruptcy court did not apply the correct legal standard
in reaching its conclusion.  Accordingly, the District Court
remands for the bankruptcy court to make the factual findings
necessary to determine whether the employees' travel time is
compensable at prevailing wage rates under the correct standard.
Finally, the Court ruled that, despite the fact that the
bankruptcy court made an erroneous factual finding in rejecting
the estimate of Landmark's damages expert, Landmark has not shown
that the bankruptcy court committed clear error in adopting the
estimate of the creditors' expert.

On May 6, 2003, James Sahagun and Gerardo Garcia filed the
putative class action suit in California state court alleging
various wage and hour violations against their employer Landmark,
a company that specializes in the fabrication, installation, and
demolition of chain link fencing and other fencing components.  On
March 15, 2007, the state court certified a class of "all current
and former non-exempt employees who at any time from May 6, 1999
to the present were employed by [Landmark] to work on public works
projects or private construction projects in the State of
California" and appointed Sahagun and Garcia as class
representatives.

Before trial of the class action on the merits, however, Landmark
filed for Chapter 11 bankruptcy, which automatically stayed the
state class action proceeding.

The case before the District Court is, In re LANDMARK FENCE CO.,
INC., No. ED CV12-01582 AHM (C.D. Cal.).  A copy of the Court's
March 6, 2013 ruling is available at http://is.gd/oLWa2Sfrom
Leagle.com.

Landmark Fence Co., Inc., sought Chapter 11 protection (Bankr.
C.D. Cal. Case No. 09-20206) on May 14, 2009, is represented by
Charles Liu, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchot
in Newport Beach, Calif, and estimated its assets at less than
$100,000 and debts at more than $1 million at the time of the
Filing.


LE-NATURE'S INC: 3rd Circ. Upholds Exec's 15-Year Sentence
----------------------------------------------------------
Jeff Overley of BankruptcyLaw360 reported that the Third Circuit
refused Monday to void the 15-year prison term handed down to a
onetime executive at bankrupt beverage bottler Le-Nature's Inc.
for orchestrating a $660 million swindle of banks and investors,
finding jurors weren't prejudiced by a prosecutor's comment about
him not testifying.

The report related that Robert B. Lynn, former chief of sales and
revenue at the Pennsylvania company, didn't show that a government
lawyer was criticizing his decision not to take the stand, and in
any event, the district judge took appropriate action.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks.  Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations.  Within several days, Kroll
uncovered massive fraud at Le-Nature's.  On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  Kroll converted the proceedings from
Chapter 7 to Chapter 11.

On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.

The Debtors' cases were jointly administered.  The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee.  David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors.  Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq.,
at Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders.  Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.

On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.


LEGENDS GAMING: Casino Wants Bonuses to Fend Off Competitors
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the aborted sale and operating losses aren't the only
problem confronting casino operator Legends Gaming LLC.  A
competing casino is to open soon in Bossier City, Louisiana, the
primary market.

Accordingly, the casinos, the report relates, are asking the
bankruptcy court in Shreveport, Louisiana, to approve a $780,000
bonus program to keep existing employees from quitting.  The
program includes $91,000 for executives who would receive a 3%
bonus like everyone else.  The casinos are concerned that without
bonuses, some workers will be hired away when the competitor opens
in town.

The report recounts that the owner of the DiamondJacks casinos in
Bossier City and Vicksburg, Mississippi, should have completed a
Chapter 11 reorganization financed by a sale of the properties to
an affiliate of the Chickasaw Nation for $125 million.  The buyer
pulled out, claiming operations deteriorated to the extent the
purchase could be canceled.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LEUCADIA NATIONAL: Moody's Ups CFR to Ba1 After Jefferies Merger
----------------------------------------------------------------
Moody's Investors Service upgraded Leucadia National Corporation's
Corporate Family and Probability of Default ratings to Ba1 and
Ba1-PD from Ba3 and Ba3-PD respectively, and upgraded its senior
unsecured debt rating to Ba2 and senior subordinated rating to
Ba3, following the consummation of an all stock merger between
Leucadia National Corporation and Jefferies Group Inc. The rating
outlook is stable. The SGL-3 Speculative Grade liquidity Rating is
unaffected. This action ends the ratings review that was initiated
on November 12, 2012.

Ratings Rationale:

Leucadia is a diversified holding company that owned approximately
29% of Jefferies prior to the merger. While Leucadia's other
investments are in a wide range of businesses including meat
processing, manufacturing, gaming entertainment, real estate and
medical products, its greatest exposure has been to the securities
industry through Baa3 rated Jefferies. Under the structure of the
merger, Leucadia has survived as the parent holding company with
Jefferies operating as a wholly-owned holding company that holds
Jefferies' various regulated and unregulated operating
subsidiaries. As expected, the transaction was funded entirely
with equity, and the combined company has equity capital totaling
over $10 billion. The rating upgrade reflects the benefits to
Leucadia from gaining full ownership of Jefferies and the
management and operating control benefits that are expected to
result from the merger. Jefferies' CEO is the new CEO of both
Leucadia and Jefferies, Moody's believes the companies will be
managed with common goals including maintaining Jefferies
investment grade rating.

Moody's believes that Leucadia will employ a more balanced
investment philosophy now that its largest asset is Jefferies, an
investment grade regulated financial company, as evidenced by
public statements reflecting new policies on leverage, investment
concentration, liquidity, and other factors. Management has stated
it would target specific concentration, leverage and liquidity
principles, expressed in the form of certain ratios and
percentages. This includes a maximum ratio of parent company debt
to stressed equity and a minimum ratio of available liquidity to
parent company debt. In addition, the largest single investment
will be no more than 20% of equity excluding Jefferies and that
the next largest investment will be no more than 10% of equity
excluding Jefferies, in each case measured at the time such
investment was made. Moody's believes these commitments reduce the
likelihood that large investments over a short period of time
would meaningfully change the company's risk profile due, in part,
to the benefits of diversification. The rating upgrade also
considers Leucadia's large short term investment portfolio
comprised of short term government securities and marketable
securities totaling over $1.6 billion at year end 2012, excluding
Jefferies.

Rating actions and LGD adjustments:

Issuer: Leucadia National Corporation

Corporate Family Rating, Upgraded to Ba1 from Ba3

Probability of Default Rating, Upgraded to Ba1-PD from Ba3-PD

Senior Unsecured Regular Bond/Debentures, Upgraded to Ba2 LGD5 80%
from B1 LGD5 73%

Senior Subordinated Conv./Exch. Bond/Debenture 2014, Upgraded to
Ba3 LGD6 97% from B2 LGD6 95%

Affirmations:

Issuer: Leucadia National Corporation

Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Actions:

Outlook, Changed To Stable From Rating Under Review

The stable rating outlook reflects the expectation that the
company will maintain adequate liquidity and manage its investment
portfolio in a manner consistent with the financial policies that
it has publicly disclosed including maximum investment
concentration outside of Jefferies.

What Could Change the Rating - Up

As the holding company that owns Jefferies, Leucadia is
structurally subordinated to Jefferies and is unlikely to be
considered for upgrade absent a material improvement in the credit
profile of Jefferies. Moreover, any upward momentum in Leucadia's
rating would also be contingent on further strengthening the
earnings and cash flow stability of its diversified investment
portfolio which is primarily composed of high-yield credit
exposures. Maintenance of a strong liquidity profile will also be
a critical factor in the future credit prospects of Leucadia given
the criticality of maintaining access to funding for its business
activities.

What Could Change the Rating - Down

Jefferies performance and its ability to maintain its investment
grade rating will remain an ongoing consideration in Leucadia's
rating in part because Jefferies will be the company's largest
investment. Moreover, a deviation from its stated investment
philosophy could cause rating pressure as would weak performance
of its investment portfolio or of its wholly owned companies. As
Leucadia's largest investment, weakness in Jefferies credit
quality could pressure Leucadia's rating.

Leucadia, headquartered in New York, New York, is a diversified
holding company engaged in a variety of businesses, including
investment banking, manufacturing, beef processing, gaming
entertainment, real estate activities, medical product development
and other operations. The company also has significant investments
in public companies and owns equity interests in operating
businesses and investment partnerships which are not publicly
traded. Total shareholder's equity for the combined company is
over $10 billion.

The principal methodology used in this rating was the Global
Investment Holding Companies Industry Methodology published in
October 2007. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


LEVI STRAUSS: Fitch Assigns 'BB-' Rating to $140MM Senior Notes
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-/RR3' to Levi Strauss &
Co.'s proposed $140 million private placement of 6 7/8% senior
notes due 2022. Fitch's Issuer Default Rating (IDR) on Levi is
'B+', and the Rating Outlook is Stable.

Key Rating Drivers

The ratings reflect 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 'BB-/RR3' rating of the senior unsecured notes reflect a
projected recovery of 50%-70% in a distressed scenario, based on
an enterprise value (after administrative claims) of $1.6 billion.

Levi's financial 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.

Proceeds from the proposed financing, plus cash on hand and
borrowings on the revolver will be used to prepay the $324 million
unsecured term loan that matures in April 2014. Beyond that, the
company's next major debt maturity does not occur until 2018.

2012 Key Takeaways and 2013 Outlook

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.

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 rates Levi Strauss & Co. as follows:

-- IDR 'B+';
-- $850 million secured revolving credit facility 'BB+/RR1';
-- Senior unsecured term loan and notes 'BB-/RR3'.

The Rating Outlook is Stable.


LEVI STRAUSS: Debt Level Decline Cues Moody's to Raise CFR to Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded Levi Strauss & Co.'s Corporate
Family Rating to Ba3 from B1. Moody's also upgraded the company's
various unsecured notes to B1 from B2 and assigned a B1 rating to
the company's proposed $140 million "add on" to its 2022 senior
unsecured notes. The rating outlook is stable.

LS&Co is issuing $140 million (principal amount) of 'add-on' notes
to its existing $385 million senior unsecured notes due 2022.
Proceeds from the new notes, coupled with available cash balances
and drawings under the company's (unrated) $850 million asset
based revolver are expected to prepay in full the company's $325
million senior unsecured term loan due in April 2014. LS&Co has
disclosed that subsequent to its fiscal year end it has prepaid
approximately $75 million of this term loan from available cash.

The following ratings were upgraded:

  Corporate Family Rating to Ba3 from B1

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

  $250 (following $75 million prepayment subsequent to fiscal
  year end) million senior unsecured term loan due 2014 to B1
  (LGD 4, 64%) from B2 (LGD 4, 66%)

  EUR 300 million senior unsecured notes due 2018 to B1 (LGD 4,
  64%) from B2 (LGD 4, 66%)

  $525 million senior unsecured notes due 2020 to B1 (LGD 4, 64%)
  from B2 (LGD 4, 66%)

  $525 million senior unsecured notes due 2022 (including $140
  million add-on) to B1 (LGD 4, 64%) from B2 (LGD 4, 66%)

Ratings Rationale:

The upgrade of LS&Co's Corporate Family Rating takes into
consideration the meaningful amount of debt repayment during
fiscal 2012 -- total debt declined by $243 million -- and Moody's
expectations that the company will continue to reduce debt during
fiscal 2013. The upgrade also reflects the company's positive
recent trends in gross margins with gross margins rising to near
50% in the company's fourth fiscal quarter. Moody's expects the
company will see further expansion in gross margins during 2013,
as it benefits from lower input costs, with the bulk of the
benefit likely to be in the earlier part of the fiscal year.
Moody's expects moderate operating margin expansion, fueled by the
improved gross margins, though some of this is expected to be
reinvested in incremental advertising and promotion costs.

LS&CO's Ba3 rating reflects its moderate financial leverage
(debt/EBITDA is in the mid four times range), which should trend
toward the low four times range over the course of fiscal 2013.
The rating also reflects the iconic nature of the Levi's
trademark, LS&Co's global reach with sales in over 110 countries
and meaningful scale with net revenues in excess of $4.6 billion.
The rating is constrained by the company's limited product
diversification with men's slacks accounting for the significant
majority of net revenues. The rating also reflects the company's
exposure to volatile input costs which can have a meaningful
impact on earnings and cash flows.

The stable rating outlook reflects Moody's expectations the
company will reduce absolute debt levels over the course of 2013
and record modest revenue growth and operating profit expansion.
Moody's also expects the company to maintain dividend policies
consistent with its recent history. The stable outlook also
reflects that macro economic conditions remain weak in certain key
regions, such as southern Europe.

Ratings could be upgraded if the company makes continued progress
deleveraging its balance sheet while further expanding its
operating margins. Quantitatively, ratings could be upgraded if
debt/EBITDA is sustained below 3.75 times, EBITA/interest is
sustained above 2.75 times, and adjusted operating margins
exceeded 12%.

Ratings could be downgraded if the company were to see sustained
negative trends in sales and operating margins which would most
likely result from contraction in market share or a sustained
global downturn. Ratings could be downgraded if the company's
solid liquidity profile were to meaningfully erode. Quantitatively
ratings could be downgraded if debt/EBITDA was sustained above 5
times.

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

Headquartered in San Francisco, California, Levi Strauss & Co
designs and markets jeans, casual wear and related accessories
under the "Levi's", "Dockers", "Signature by Levi Strauss & Co."
and "Denizen" brands. The company sells product in more than 110
countries through chain retailers, department stores, online sites
and franchised and company-owned stores. Levi Strauss & Co.'s net
revenues exceed $4.6 billion


LEVI STRAUSS: S&P Affirms 'B+' CCR & Revises Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on San Francisco-based Levi Strauss & Co. and
revised the outlook to positive from stable.

S&P also affirmed its 'B+' rating on all of the company's senior
unsecured debt, including the 6.875% senior notes due 2022, which
is being increased by $140 million through an add-on offering.
The recovery ratings remain unchanged at '4', indicating S&P's
expectation for average (30% to 50%) recovery for noteholders in
the event of a payment default.  Proceeds from the offering,
together with the company's cash sources will be used to repay the
$324 million term loan due 2014.  Pro forma for the proposed
financing, total debt outstanding will be about $1.59 billion.

"The outlook revision reflects our view that the company's credit
metrics will continue to improve with declining debt levels and
modest EBITDA growth," said Standard & Poor's credit analyst Linda
Phelps.

Pro forma for the proposed financing transaction, Standard &
Poor's estimates Levi Strauss' leverage will decline to roughly
4.8x from 5.0x for fiscal 2012 and from 5.6x for fiscal 2011.
Furthermore, S&P believes leverage could further decline to the
mid-4x area over the next 12 months.

S&P could raise the rating if it believes leverage is sustainable
below 4.5x and profit margins continue to improve.  Although
unlikely, S&P may revise the outlook to stable if operating
performance deteriorates.


LONGWEI PETROLEUM: Receives NYSE MKT Delisting Notice
-----------------------------------------------------
Longwei Petroleum Investment Holding Ltd. on March 11 disclosed
that it has received a Notice of Delisting from the NYSE MKT that
its securities are subject to being delisted from the Exchange for
failure to comply with Sections 132(e), 134, 801(h), 803(B)(2)(c),
803(B)(4), 1101, 1003(d) and 1003(f)(iii) of the NYSE MKT Company
Guide.  As previously report in the Company's Current Report on
Form 8-K filed on February 1, 2013, two of the Company's
independent board members and members of the Company's audit
committee resigned, leaving one independent member on the
Company's board and audit committee.  Additionally, on February
19, 2013, the Company failed to file its Quarterly Report on Form
10-Q for the fiscal quarter ended December 31, 2012 within the
requisite time period, including permissible extension period.
Furthermore, the Company is in violation of (i) Section 132 (e) of
the Company Guide which requires the Company to provide additional
information requested by the Exchange deemed necessary to make a
determination regarding a security's continued listing, (ii)
Section 1003(d) of the Company Guide, which states that securities
of an issuer failing to comply with its listing or other
agreements with the Exchange or the SEC are subject to suspension,
(iii) Section 1003(f)(iii) which states that the Exchange may
suspend or remove the listing of an issuer's securities if the
issuer or management engages in operations which, in the opinion
of the Exchange, are contrary to the public interest; and (iv)
Section 803(B)(4) of the Company Guide, which governs the
responsibility and authority of a listed issuer's audit committee.

As previously stated, Longwei believes the Geo Investing report
dated January 3, 2013 contains numerous errors of facts,
misleading speculations and malicious interpretations of events.
Nevertheless, in order to provide the highest level of
transparency to its shareholders, the Company and its legal
counsel in the U.S. and the PRC, as well as its auditor are
reviewing the allegations and management is cooperating with the
review process. The Company intends to take further action to
defend itself.

The Company will continue to release additional information
concerning the allegations in due course.  Longwei is committed to
providing full and accurate disclosure to investors and to
rebutting any false claims that attempt to undermine confidence in
the Company.

        About Longwei Petroleum Investment Holding Limited

Longwei Petroleum Investment Holding Limited is an energy company
engaged in the storage and distribution of finished petroleum
products in the People's Republic of China.  The Company's oil and
gas operations consist of transporting, storing and selling
finished petroleum products, entirely in the PRC. The Company's
headquarters are located in Taiyuan City, Shanxi Province.


MAAN AL SANEA: Court Allows AHAB's Claims to Proceed to Trial
-------------------------------------------------------------
The Grand Court of the Cayman Islands has rejected the latest
efforts by the Liquidators of Maan al Sanea's companies in the
Cayman Islands to dismiss portions of Ahmad Hamad Algosaibi &
Brothers' (AHAB) case.  At a hearing in November 2012, the
Liquidators had requested that the court strike out AHAB's claims
for recovery of stolen funds that were transferred to Mr. Al
Sanea's Cayman Islands companies.  With the exception of one small
special purpose company, the court refused to dismiss AHAB's
claims, directing that the case should move forward to trial
against the primary companies.

In June 2012, AHAB won a $2.5 billion interim default judgment
against Mr. Al Sanea in the Cayman Islands.  At the hearing in
November, the Al Sanea company Liquidators also sought permission
to appeal that judgment.  The Cayman court's order denies any
right to appeal on the grounds that such an appeal would have "no
prospect for success" and would raise "no point of public
importance."

The court requested that the parties agree to a schedule for
discovery and trial in the proceeding, so that it will move
forward in a timely manner.  The next step will involve agreeing
to a process for discovery and a schedule that will take the case
to trial in approximately one year.

"After more than three years of procedural machinations, we look
forward to moving into the trail phase of this case," said Eric
Lewis, AHAB's chief legal coordinator.  "Maan Al Sanea's companies
in the Cayman Islands were instrumental to his multi-billion
dollar global fraud, and their coffers remain filled with stolen
funds that we intend to recover."

AHAB continues to pursue the assets of Maan Al Sanea in courts
around the world.  In September 2012, a New York court ruled that
it has jurisdiction to hear AHAB's claim in respect of Mr. Al
Sanea's fraud and money laundering.

For a copy of the judgment, please contact Graham Miller at:
graham@sphereconsulting.com


MARBLE CLIFF: Court Rejects 32-Year Repayment Plan
--------------------------------------------------
Bankruptcy Judge Charles M. Caldwell declined to confirm the plan
of reorganization filed on behalf of Marble Cliff Crossing
Apartments, LLC.  The only objecting party and holder of the
largest secured and unsecured claims, is MTGLQ Investors, LP, an
entity affiliated with Goldman Sachs.

The Court was slated to convene a hearing March 5 to consider
dismissal of the case, with prejudice.

"From the Court's perspective, this two-party dispute has unique
complexities that warrant amicable resolution rather than
judicially imposed solutions.  There is essential agreement on
value, the balance due and validity of the lien.  Most
importantly, both the Debtor and the Creditor are hostage to the
fact that this upscale apartment complex sits atop a former quarry
filled with construction and organic debris. Methane gas is
present, and a costly remediation plan is underway. It will take
years, if ever, before the environmental complications will no
longer hinder refinancing or sale of the property. Like the movie
characters, Thelma and Louise, the Debtor and Creditor are bound
tight and heading in the same direction," Judge Caldwell said in a
Feb. 10 Memorandum Opinion and Order available at
http://is.gd/yBLqd1from Leagle.com.

On Nov. 1 through 30, 2012, the Court conducted a trial to confirm
the plan and related amendments filed on behalf of Marble Cliff.

The Debtor proposes to pay in full MTGLQ's $31,750,708 secured
claim over a period of 32 years with interest at a market rate
determined by the Court.  MTGLQ argued that the loan terms are not
available in the market, that the Debtor does not have the
financial ability to consummate the plan, and liquidation would
inevitably follow plan confirmation.

Both parties have been unable to resolve their differences, and
even more conflicts hatched, including whether the Debtor may now
file an amended plan and if so, whether the Court should extend
the Debtor's exclusive period to confirm any new plan and/or
iteration of old plans filed and then withdrawn, and then perhaps
filed again.  Additionally, MTGLQ filed a second motion to convert
as an alternative to plan confirmation, and has yet again
expressed its belated intent to file a plan.

Marble Cliff Crossing Apartments, LLC, filed for Chapter 11
bankruptcy (Bankr. S.D. Ohio Case No. 11-61545) in 2011.  The
Debtor owns an upscale 276-unit apartment complex located in
Franklin County, Ohio.


MF GLOBAL: Trustee, et al. Ink Deal to Settle Intercompany Claims
-----------------------------------------------------------------
The trustee for MF Global Holdings Ltd. and its creditors have
resolved a dispute with JP Morgan Chase Bank, N.A. over the value
of intercompany claims.

Under the deal, $275 million of MF Global's $1.887 billion claim
against its finance unit will be subordinated below JPMorgan's
$1.2 billion claim against the estate.

JPMorgan agreed to vote in favor of MF Global's liquidation plan,
and withdraw its earlier request to pursue the finance unit's
claim to knock out a $928 million claim against the finance unit.

The settlement, reached through court-ordered mediation, "will
result in a slightly modified distribution range for unsecured
creditors," according to Louis Freeh, MF Global trustee.

The settlement needs approval by U.S. Bankruptcy Judge Martin
Glenn, who oversees MF Global's bankruptcy case.  The deal is
formalized in an 8-page stipulation, which is available for free
at http://is.gd/0aPqjM

JPMorgan's claim is associated with the $1.2 billion revolving
credit facility it arranged for MF Global, of which about $928
million was transferred to the finance unit before the bankruptcy.
The transfer resulted in the finance unit owing money to both MF
Global and the lenders, including JPMorgan.

JPMorgan, which has claims against both MF Global and the finance
unit, is currently projected to recoup up to 73 cents on the
dollar but that figure could increase as a result of the
settlement, Reuters reported.

Under the current edition of MF Global's liquidation plan,
proposed by a group of hedge fund creditors with the trustee's
cooperation, unsecured creditors of MF Global would recover
between 13.4 cents and 39 cents on the dollar.  Meanwhile,
creditors of its finance unit would receive between 14.7 cents and
34 cents on the dollar.  It is unclear how the settlement will
impact those figures, according to the Reuters report.

                         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: Hearing on Plan Outline Revisions Today
--------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn will hold a hearing on March 13
to consider approval of the proposed revisions to MF Global
Holdings Ltd.'s proposed disclosure statement.

Last week, MF Global filed supplements to the disclosure
statement, which contain a revision to its provisions governing
the settlement of intercompany claims, setoffs and allowance of
so-called "liquidity facility unsecured claims."

MF Global revised the provisions as part of a settlement it
reached with JPMorgan Chase Bank N.A. to resolve the bank's
request to pursue claims against the company as well as its
objections to the settlement of intercompany claims.

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 the bank 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: Sapere in Appeals Court vs. Corzine Insurance
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that commodities customer Sapere Wealth Management LLC is
in the U.S. Court of Appeals arguing that former Senator Jon S.
Corzine and other officers and directors of MF Global Holdings
Ltd. have no right for defense costs to be paid from the
liquidating broker's directors' and officers' liability insurance
policies.

The report notes that a victory by Sapere would take money away
from Mr. Corzine, a New Jersey Democrat, and other MF Global
executives while delivering insurance proceeds more quickly to
customers whose money disappeared when $1.6 billion in supposedly
segregated cash was mishandled.

According to the report, creditors proposing the reorganization
plan for the MF Global parent filed papers on March 8 laying out
exactly who wins and who loses, and by how much, as a result of a
settlement with JPMorgan Chase Bank NA, as agent for banks owed
about $1.17 billion.  MF Global has $225 million of directors' and
officers' insurance coverage for the policy year May 2011 to May
2012, with another $150 million in errors and omissions insurance.

In April 2012 the bankruptcy judge in New York ruled that Mr.
Corzine and other MF Global executives were entitled to use part
of the insurance policies to cover costs of defending several
class lawsuits filed by customers, including Sapere.  Sapere
appealed to the court in Manhattan after the district court upheld
the bankruptcy court in November.

The report discloses that in a brief filed at the end of last
week, Matthews, North Carolina-based Sapere argues that the
bankruptcy judge abused his discretion by allowing MF Global
executives to use insurance policies for defense.  Because there
is an admitted $1.6 billion shortfall in money segregated for
customers, Sapare says the lower courts made mistakes when they
didn't recognize that customers have an immediate right to policy
proceeds even though they are yet to win a judgment.

U.S. Bankruptcy Judge Martin Glenn said that "settled case law"
provides that "individual insureds cannot be denied contractually
provided insurance protection" simply because "others may have
claims on the policies as well."

Sapere previously said it had a $90.2 million claim for money that
should have been held by MF Global in its customer account.

The appeal is Sapere Wealth Management LLC v. Freeh (In re
MF Global Holdings Ltd.), 12-4797, 2nd U.S. Circuit Court of
Appeals (Manhattan).

                         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.

The trustee for the holding company together with several
creditors proposed a Chapter 11 plan that comes up for approval at
an April 5 confirmation hearing.  An impediment to plan approval
was removed by a compromise reached through mediation with
JPMorgan.


MPG OFFICE: Enters Into Agreement to Sell U.S. Bank Tower
---------------------------------------------------------
MPG Office Trust, Inc. on March 11 disclosed that it has entered
into an agreement with an affiliate of Overseas Union Enterprise
Limited to sell U.S. Bank Tower and Westlawn Garage, each located
in Downtown Los Angeles, California.

The purchase price is $367.5 million.  The transaction is
scheduled to close on June 28, 2013, following the expiration of
the tax protection period on June 27, 2013.  The buyer has made a
non-refundable deposit in the amount of $7.5 million.  The
transaction is subject to customary closing conditions.  Net
proceeds from the transaction are estimated to be approximately
$103 million and will be available for general corporate purposes,
including potential loan rebalancing in connection with the
refinancing of the Company's upcoming 2013 debt maturities.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

MPG Office Trust, Inc., reported net income of $210.47 million on
$53.88 million of total revenue for the three months ended
Dec. 31, 2012, as compared with a net loss of $30.82 million on
$57.37 million of total revenue for the same period during the
prior year.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million on $231.17 million of total revenue, as
compared with net income of $98.22 million on $234.96 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.46 billion
in total assets, $1.98 billion in total liabilities and a $518.32
million total deficit.

The Company had $192.5 million of cash as of Dec. 31, 2012, of
which $151.7 million was unrestricted and $40.8 million was
restricted.

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

                        http://is.gd/yLMaAT

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NATIONAL POOL: Court Reinstates Clawback Suit Against Josantos
--------------------------------------------------------------
New Jersey Bankruptcy Judge Kathryn C. Ferguson reversed her prior
order dismissing a clawback suit filed by Scott C. Pyfer, on
behalf of National Pool Construction, Inc., against Josantos
Construction.

On Oct. 22, 2012, the Court found that the payments to the
Defendant did not constitute a preference under 11 U.S.C. Sec.
547, and denied summary judgment on that basis and dismissed the
complaint.  In response to the dismissal, counsel for the
Plaintiff contacted chambers requesting that the court rule on the
remaining counts of the Complaint.  After a review of the record,
the court finds it appropriate to vacate the dismissal and address
the remaining counts of the Complaint.  The court said it does not
need any further submissions from the parties; it would base its
decision on the papers submitted in support and opposition to the
summary judgment motion.

The motion the Plaintiff filed on June 29, 20122, stated that
summary judgment was sought on "all counts of the complaint".  The
relief sought in the proposed order submitted with the motion
included avoidance of "the post-petition transfers from the Debtor
to the Defendant in the amount of $4,285.00", as well as
disallowance of "[a]ny claim(s) of the Defendant whether scheduled
by the Debtor or pursuant to a filed proof of claim".  Based on
the notice of motion and the order, the court finds that the
Defendant was on notice that relief was sought on all the counts
of the Complaint. Accordingly, the court finds that it should have
ruled on the remaining counts prior to dismissing the Complaint.

The remaining counts addressed by the Court's March 8 opinion are
Count II, which sought to avoid a post-petition transfer under 11
U.S.C. Sec. 549, Count III, which sought to recover the avoided
transfer, and Count IV, which to sought to disallow any claim by
the Defendant under 11 U.S.C. Sec. 502(d).

In her ruling, Judge Ferguson granted summary judgment in favor of
the Plaintiff on Counts II, III and IV.

The case is, Scott C. Pyfer, v. Josantos Construction, Adv. Proc.
No. 11-2377 (Bankr. D.N.J.).  A copy of the Court's March 8, 2013
ruling, in the form of a letter to the parties' counsel, is
available at http://is.gd/PVEPfnfrom Leagle.com.

Robbinsville, New Jersey-based National Pool Construction, Inc. --
dba National Pools & Spas; and National Award Winning Pools &
Spas -- filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No.
09-34394) on Sept. 16, 2009.  Judge Kathryn C. Ferguson oversees
the case.  Peter Broege, Esq., at Broege, Neumann, Fischer &
Shaver, represented the Debtor.  The Debtor scheduled total assets
of $2,437,219, and total debts of $2,628,531.  The petition was
signed by Ronald Burrell, president of the Company.

A Liquidating Trust has been established under the Debtor's
confirmed plan.  The plan was declared effective Aug. 29, 2011.
Courtney A. Schael, Esq., at Ashford Schael LLC, in Westfield,
represents the Trust.


OCALA FUNDING: Judge Approves Outline of Liquidation Plan
---------------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports that a
Florida bankruptcy judge approved the Chapter 11 outline for Ocala
Funding, a mortgage-financing vehicle that was at the center of
the multibillion-dollar fraud at failed mortgage lender Taylor
Bean & Whitaker.

                        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.


OTANGELES LLC: Creditor Preempts Bid to Use Cash With Objection
---------------------------------------------------------------
Bankruptcy Judge J. Philip Klingeberger in a February ruling
declined to act on an objection lodged by Colfin Bulls Funding A
LLC to any attempt by Otangeles LLC to use cash collateral in
which Colfin has an interest.  At that time, the debtor has not
filed a request to use Colfin's cash collateral and Judge
Klingeberger said the objection will be heard only if the debtor
files such motion.

Judge Klingeberger also noted that the objection is nothing more
than a statement of the creditor's position that it does not
consent to the use of cash collateral in which it asserts that it
has an interest, thus taking 11 U.S.C. Sec. 363(c)(2)(A) out of
play for the debtor, and consequently requiring a court order to
authorize the debtor's use of cash collateral in which Colfin
asserts an interest.

A copy of Judge Klingeberger's Feb. 15, 2013 Order is available at
http://is.gd/gzHAxTfrom Leagle.com.

Otangeles LLC, in Merrillville, Indiana, filed for Chapter 11
bankruptcy (Bankr. N.D. Ind. Case No. 13-20197) on Jan. 26, 2013.
Judge J. Philip Klingeberger oversees the case.  Andrew L.
Kraemer, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $1 million to $10 million in assets and
debts.


OVERSEAS SHIPHOLDING: Employs Deloitte Tax, Mercer
--------------------------------------------------
Overseas Shipholding Group, Inc., and its debtor affiliates
received authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Deloitte Tax LLP as tax advisor and Mercer
(US) Inc. as compensation specialist.

                     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.


PATRIOT COAL: Mine Workers Oppose Bonuses for Managers
------------------------------------------------------
Patriot Coal Corp. is facing opposition from the mineworkers union
and two retirement plans on its bid to pay $7 million in bonuses
for salaried workers.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the objectors say the payments are either prohibited
retention bonuses or inequitable in view of concessions being
imposed on current and retired mine workers.  Although Patriot's
top six executives won't participate in the bonuses, the mine
workers' union is nonetheless opposed.  The bankruptcy judge will
consider approving the bonuses at a March 18 hearing, according to
the report.

The report relates that as for those that are explicitly retention
bonuses, the union faults Patriot for not giving the eligible
executives' job descriptions and responsibilities to determine if
they fall into the category of "insiders" for whom Congress
prohibits retention bonuses.  As for so-called incentive bonuses,
the union contends they are "thinly disguised retention bonuses."

The union says the bonuses are improper when workers are losing
their guarantee of lifetime health care.

According to BankruptcyData, UMWA asserts, "First, the plans are
prohibited by 11 U.S.C. Section 503(c) (1) because they reward
corporate insiders with retention bonus payments, and are not
'ordinary course' transactions.  Second, Patriot has not shown
that either program is Necessary - that it faces serious
attrition, or that the program targets are sufficiently
challenging to be true incentives. Third, Patriot has not
justified the personnel selected for bonuses even when not
insiders.  Finally, given the imminence of a motion seeking to
deprive workers and retirees of their livelihood under Sections
1113 and 1114, the programs are enormously inequitable,"
BankruptcyData said, citing court documents.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PLAYBOY ENTERPRISES: S&P Lowers Corporate Credit Rating to 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Beverly Hills, Calif.-based Playboy Enterprises Inc. to
'CCC+' from 'B-'.  At the same time, S&P removed the rating from
CreditWatch, where it was placed with negative implications on
Jan. 30, 2013.  The rating outlook is developing.

In addition, S&P lowered its issue-level rating on the senior
secured debt to 'B-' (one notch higher than the 'CCC+' corporate
credit rating on the company), in accordance with S&P's notching
criteria for a '2' recovery rating.  The '2' recovery rating
indicates S&P's expectation for substantial (70% to 90%) recovery
for lenders in the event of a payment default.

"The downgrade reflects our expectation that the company will
likely violate its minimum EBITDA covenant on June 30, 2013," said
Standard & Poor's credit analyst Daniel Haines.

The developing outlook is based on the elevated financial risk
associated with a potential covenant violation, which could prompt
a further downgrade.  Conversely, terms of the credit agreement
permit the equity sponsor to step in and provide equity of
$10 million to eliminate this one-time covenant.  If the sponsor
were to do this and the company's operating performance
demonstrated continuing progress of Playboy's licensing strategy,
S&P could raise the rating at that time.

The rating reflects the company's weak credit measures, operating
shortfalls that have raised the risk of a potential covenant
violation in June 2013, as well as operating risks linked to its
business transition.  The company is restructuring and
transforming into a primarily brand management and licensing
company.  Although the business transition is nearly complete,
operating performance has been slightly below S&P's expectations
and short of the minimum EBITDA covenant.  S&P considers the
company's business risk profile "vulnerable," based on declining
business segments that will continue to pressure overall
performance.  The strong possibility of a covenant violation in
2013 and high debt leverage support S&P's assessment of Playboy's
financial risk profile as "highly leveraged."  S&P expects Playboy
to benefit from new overseas licensing deals, but it still faces
the secular decline of the magazine sector.

Playboy is a media and lifestyle company, marketing the Playboy
brand primarily through licensing.  In November 2011, it entered a
partnership with Manwin Group related to the operation of its
television and digital assets.  This segment has been hampered by
the availability of free adult content on the Internet.  The
transaction shifted Playboy's focus to its licensing segment,
which has been more stable due to the steady stream of minimum
guarantee payments the company receives when most contracts are
signed.  However, the large volume of small licensing contracts
produces some operating volatility from quarter to quarter as
negotiating delays may delay potential cash flow.  S&P expects
this segment's growth to benefit from the company's well-known
brand, and in particular, S&P anticipates strong growth
internationally relative to domestically as the brand has seen a
spike in popularity abroad.  Conversely, print operations have
exhibited steadily declining results, reflecting the adverse
fundamentals of the magazine sector.


PROCTOR HOSPITAL: Moody's Reviews 'Ba2' Rating for Downgrade
------------------------------------------------------------
Moody's Investors Service placed Proctor Hospital's (IL) long-term
rating under review for possible downgrade. This action affects
the Series 2006A Bonds (approximately $22.5 million outstanding)
issued through the Illinois Finance Authority. The action follows
a substantial drop in liquidity and continued operating losses
based on management-prepared fiscal year 2012 financial statements
ending December 31, 2012.

Management reports the problems are primarily due to revenue cycle
problems caused by implementation of a new IT system. Management
reports it has begun to address these issues and engaged outside
consultants and expects improvement in revenue cycle during FY
2013. Proctor is also expecting a cash payment within the coming
weeks upon sale of several physician practices to OSF Healthcare
System (A3/Positive).

Additionally, management reports Proctor violated its cash-to-debt
covenant on its Series 2010 Bonds (non-rated variable rate)
private placement with Regions Bank, but has obtained a waiver
(valid through March 31) for this test. Given the decline in
liquidity, a multi-notch rating movement is possible. Moody's
expects to conclude its review within 90 days.

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


PUEBLO OF SANTA ANA: Fitch Affirms 'BB' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on approximately $16.3
million of Pueblo of Santa Ana's outstanding enterprise revenue
bonds. Fitch also affirms Santa Ana's Issuer Default Rating (IDR)
at 'BB'.  The Rating Outlook is Stable.

KEY RATING DRIVERS:

Financial Profile

The 'BB' IDR reflects the strong financial flexibility of Santa
Ana's enterprises and the stable market position maintained by
Santa Ana's gaming enterprise in the competitive Albuquerque
market. The Pueblo's Santa Ana Star casino continues to garner
around 15% market share in the Albuquerque market based on state
reported net slot win through the end of calendar year 2012.

Santa Ana's revenues largely track the Albuquerque market, and
grew by 2% in calendar 2012. Santa Ana's EBITDA margin expanded
400 basis points (bps) in calendar 2012, reflecting a decrease in
overall operating expenses.

For 2013, Fitch expects flat to negative revenue growth for
regional markets. Fitch has previously commented that the
expiration of the payroll tax holiday creates an additional hurdle
to an already lackluster outlook for U.S. casino operators.
Management's plans to reinvest in the property partially offset
Fitch's concerns related to the Albuquerque's difficult
competitive environment.

Santa Ana's enterprises consist of the 1,350 slot machine and 16
table game Santa Ana Star casino, a separate Hyatt-managed hotel
and two golf courses (together 'Enterprises'), with the casino
comprising 92% of the latest 12 month (LTM) through Dec. 31, 2012
Enterprises' EBITDA.

Santa Ana's debt to LTM EBITDA was 0.8 times (x) at Dec. 31, 2012
and EBITDA and pledged tribal tax coverage of interest and
principal was 5.0x. Improvement in credit metrics should continue
as Santa Ana's debt amortizes quickly.

Liquidity and Financial Flexibility

Cash at the enterprise level remains well in excess of the amount
needed for casino cage cash purposes, and the Enterprises
generated positive free cash flow in 2012 (cash from operations
less capital expenditures and transfers to the tribal government).
In contrast, many Native American gaming credits exhibit free cash
flow close to zero after transfers to tribal government. The
Pueblo does not distribute per cap payments to its members,
enabling for additional flexibility with respect to governmental
budgeting and enterprise transfers to the tribe. Pueblo Santa Ana
does not provide tribal financials or tribal budgets, which is
negatively reflected in the ratings. Partially mitigating this
non-disclosure is the maintenance of tribal liquidity at the
enterprise level.

There are no bullet maturities within Santa Ana's capital
structure and near-term capital expenditure plans should be
covered through cash flow. Longer term, Santa Ana may pursue a
larger scale project; however, Santa Ana's strong financial
profile can support a moderate amount of additional debt that may
accompany the project without pressuring the 'BB' IDR.

Revenue Bonds

The one notch differential on the revenue bonds from the IDR takes
into account a senior security interest in the Enterprises' net
revenues and certain tax revenue of the tribe. The pledged
revenues are subject to a trustee directed flow of funds if debt
service coverage by EBITDA and pledged taxes is less than 2.0x. In
addition, should debt service coverage dip below 2.0x,
distribution levels of revenues to fund essential government
services are restricted. Further supporting the rating is the
Pueblo's limited ability to incur additional pari passu debt,
which is limited by the bonds' covenants to $10 million ($20
million when including separate carveouts for FF&E debt and
'short-term debt').

RATING SENSITIVITIES:

Negative rating actions are limited, reflecting the Santa Ana's
sizable financial cushion. Negative rating actions could be
considered should Santa Ana primarily fund a sizable hotel
development in a leveraging transaction. This concern is however
diminished on the enterprise revenue bond rating level based on
its additional pari passu indebtedness covenant.

Positive rating actions are also limited in the near-to-medium
term given the Santa Ana Star's marginal operational
diversification and the competitive nature of the Albuquerque
market, with four other Pueblos operating casinos in the area.
Mitigating these concerns somewhat is Santa Ana Star's attractive
location in close proximity to the local population of Rio Rancho.
The lack of tribal disclosures additionally limits potential
positive momentum on the rating.

Fitch affirms Pueblo of Santa Ana ratings as follows:

-- IDR at 'BB';
-- Enterprise revenue bonds at 'BB+'.


PROFESSIONAL VETERINARY: Bankr. Court Won't Hear Lawsuit v. D&Os
----------------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney, in a Report & Recommendation
dated Feb. 13, said he would decline to hear the lawsuit, VICKY
WINKLER, Liquidating Trustee for the Liquidating Trust for the
Estates of Professional Veterinary Products, Ltd., Exact
Logistics, LLC, and ProConn, LLC, Plaintiff, v. STEPHEN J. PRICE,
et al., Defendants, ADV. PROC. No. A12-8049-TJM (Bankr. D. Neb.).

The liquidating trustee filed the second amended complaint in
January 2013, alleging claims for breach of fiduciary duty,
negligence, negligent misrepresentation, and constructive fraud by
the defendants while they were serving as officers and directors
of the debtor companies.  Judge Mahoney said the lawsuit is not
considered a core proceeding because the causes of action are not
created by any provision of the Bankruptcy Code and they would
exist outside of the bankruptcy case.  He said the trustee's
claims are solely state-law claims, and the defendants have a
right to a jury trial.

"While the bankruptcy court may conduct jury trials, it may not do
so without the consent of the parties, and the defendants here do
not consent.  Even if they did, the due process implications of
this court's inability to enter a final judgment outweigh any
considerations of convenience or docket management," Judge Mahoney
said.  "For these reasons, I respectfully recommend to the United
States District Court for the District of Nebraska that it grant
the parties' motion and withdraw the reference of this adversary
proceeding to proceed with all further matters."

A copy of the Court's Feb. 13, 2013 is available at
http://is.gd/1MIe0kfrom Leagle.com.

              About Professional Veterinary Products

Professional Veterinary Products, Ltd. -- http://www.pvpl.com/--
operates a veterinary supply company owned and managed by
veterinarians.  Professional Veterinary sought Chapter 11
protection from creditors (Bankr. D. Neb. Case No. 10-82436) on
Aug. 20, 2010, in Omaha.  Affiliates ProConn, LLC, and Exact
Logistics, LLC, also filed for Chapter 11.

Professional Veterinary Products reported $89.79 million in total
assets, $78.23 million in total liabilities, and $11.56 million in
stockholders' equity at April 30, 2010.  The Company hired McGrath
North Mullin & Kratz PC LLC, as bankruptcy counsel and Alliance
Management as financial and restructuring advisors.

As reported in the TCR on Dec. 20, 2011, the Bankruptcy Court
confirmed the First Amended Joint Chapter 11 Plan of Liquidation
proposed by the Debtors and the Official Committee of Unsecured
Creditors.  The effective date of the Plan is Jan. 26, 2012.


PULSE ELECTRONICS: Oaktree Capital Agrees Forbearance
-----------------------------------------------------
Pulse Electronics Corporation on March 11 disclosed Oaktree
Capital Management, L.P. agreed to forbear if the Company fails to
satisfy certain financial covenants of the loans, including
leverage and minimum liquidity restrictions, through 2013.

On Nov. 20, 2012, the company completed the closing of a
recapitalization by certain affiliates of investment funds managed
by Oaktree Capital Management, L.P., an affiliate of Oaktree
Capital Group, LLC.

At the closing of the recapitalization, Pulse received $75 million
in cash under new Term Loan A and issued to Oaktree approximately
36.7 million shares of Pulse's common stock and a warrant to
purchase shares of a subsidiary that would terminate upon issuance
of shares of a new class of Pulse non-voting preferred stock.  The
common stock issued to Oaktree, along with other common stock
Oaktree already owned, represents approximately 49% of the
outstanding common stock of Pulse.  Additionally, Oaktree
exchanged approximately $28.5 million it owned of the company's
$50 million in outstanding 7% senior convertible notes for new
Term Loan B.

Pulse used the proceeds to repay approximately $55 million
outstanding under its senior credit agreement with its existing
lenders.  The new capital of approximately $20 million is being
used for fees and expenses associated with the transactions,
working capital, and general business purposes.  It also allows
the company to maintain a higher level of cash on hand.

Additionally, as part of the initial phase of the
recapitalization, at a special meeting on January 21, 2013,
shareholders approved amendments to the company's articles of
incorporation to authorize the issuance of non-voting preferred
stock, and Oaktree was subsequently issued 1,000 shares of a new
Series A Preferred Stock.  The new Pulse preferred stock will
automatically convert into additional shares of Pulse common stock
upon discharge of the company's 7% senior convertible notes, and
Oaktree would then hold approximately 64.38% of the common equity
of Pulse (on a pro forma fully diluted basis as of November 20,
2012, and without giving effect to shares of common stock and
warrants previously owned by Oaktree).  Upon issuance of the
preferred stock, the subsidiary warrant issued to Oaktree at
closing was terminated.

Following the closing of the initial phase, Oaktree and Pulse have
worked closely to ensure that the entirety of the recapitalization
meets the strategic and operational needs of the company.  To
eliminate any possible concern that a risk event could threaten
the company's ability to meet its commitments to customers and
vendors, Oaktree and the company entered into a letter agreement,
which includes an incremental term loan commitment of $23.0
million upon which the company may draw if its common stock is
delisted from the NYSE and the holders of its senior convertible
notes require the company to repurchase these notes.  Terms of the
incremental term loan will be identical to those of the Term A
Loan.  Additionally, Oaktree agreed to forbear if the company
fails to satisfy certain financial covenants of the loans,
including leverage and minimum liquidity restrictions, through
2013.  In consideration for the forbearance and additional
commitment, the company has agreed to adjust the conversion ratio
for the preferred stock held by Oaktree such that the total common
stock issued to Oaktree upon conversion of the preferred stock
will equal approximately 67.9% of the Company's total common stock
(on a pro forma fully diluted basis as of November 20, 2012, and
without giving effect to shares of common stock and warrants
previously owned by Oaktree).

The company expects the second phase of the recapitalization to
occur during the first half of 2013.  In this phase, Pulse intends
to offer each holder of its outstanding senior convertible notes,
other than Oaktree, the option to receive new debt under secured
Term Loan B in exchange for its senior convertible notes at up to
80% of their par amount, as well as shares of Pulse common stock.
To the extent the holders of 90% of the senior convertible notes,
including those exchanged by Oaktree in the first phase, exchange
their notes under this optional exchange, then the $28.5 million
portion of Oaktree's Term Loan B will be reduced by 20%.

                     First Quarter 2013 Outlook

"Consistent with similar indications from industry experts and
peer companies, we are encouraged by order rates that have been
increasing slowly into the New Year," said Mr. Faison.  "We are
also encouraged by the reengagement of a number of key customers
that had expressed concern about our financial condition
throughout last year.  Since the investment by Oaktree, most of
these customers have indicated their higher confidence in Pulse
and have begun discussions to increase business share and new
program awards to us.  We believe we have maintained our
technology leadership in our core markets and this continues to
attract the attention of our large electronic-industry customers
that depend on the latest technology for their products.  We are
hopeful that these signs of strengthening will continue and have
favorable effects on our sales in the coming quarters.  However,
normal first quarter seasonal softness and the effects of Chinese
New Year, overall weak order rates in the fourth quarter, and the
timing and strength of Wireless product ramps will keep our first
quarter revenue somewhat lower than the fourth quarter.

"On the other hand, we continue to see progress in improving our
cost structure as demonstrated by our improving gross profit
margins in the fourth quarter, which will result in non-GAAP
operating profit at a level similar to fourth quarter despite the
lower revenue," continued Mr. Faison.

The company expects first quarter 2013 net sales to range from $80
million to $86 million and non-GAAP operating profit to range from
a loss of $1 million to a profit of $1 million.

The disclosure was made in Pulse Electronics Corporation's
earnings release for fourth quarter and fiscal year ended Dec. 28,
2012, a copy of which is available for free at http://is.gd/FbWpoE

San Diego, Calif.-based Pulse Electronics Corporation is a global
producer of precision-engineered electronic components and
modules.  The Company serves the wireless and wireline
communications, power management, military/aerospace and
automotive industries.


QUALTEQ INC: Kirkland Won't Get Paid for Overhead Cost
------------------------------------------------------
Bankruptcy Judge Eugene R. Wedoff in a February ruling awarded
$1,947,208.50 in total interim fees to Kirkland & Ellis LLP,
counsel to the trustee in the chapter 11 case of Qualteq Inc.
Judge Wedoff deducted $820 from the total amount the firm
requested.  Judge Wedoff denied reimbursement of overhead costs
and fees related to clerical work.  He said overhead expenses are
not compensable because they are built into the hourly rate.  The
judge also held that clerical or stenographic employees of the
professional are part of the normal course of the professional's
business, and must be absorbed by the applicant's firm as an
overhead expense.

A copy of Judge Wedoff's Feb. 13, 2013 Findings of Fact and
Conclusions of Law is available at http://is.gd/ke1vK6from
Leagle.com.

The chapter 11 trustee is slated to return to the Bankruptcy Court
March 13 for a hearing to approve the disclosure statement
explaining the plan of liquidation the trustee filed last month.
Pursuant to the plan, unsecured creditors with about $9 million in
claims may be paid in full from a liquidating trust.  The trustee
intends to seek confirmation of the plan at the April 24 hearing.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engaged in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactured magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Debtor Avadamma LLC disclosed $38,491,767 in
assets and $36,190,943 in liabilities as of the Petition Date.

The case was transferred to Chicago from Delaware in February
2012.  At the request of Bank of America NA, the bankruptcy judge
in Chicago appointed Fred C. Caruso of Development Specialists,
Inc., as Chapter 11 trustee in May 2012.

During the Delaware proceedings, the Debtors hired Fox Rothschild
LLP, as local counsel and K&L Gates LLP acted as general
bankruptcy counsel.  Scouler & Company was tapped as restructuring
advisors.

The Debtors are currently represented by Harley J. Goldstein,
Esq., and Matthew E. McClintock, Esq., at Chicago firm, Goldstein
& McClintock LLC.

In the Delaware proceedings, Roberta A. DeAngelis, U.S. Trustee
for Region 3, appointed four unsecured creditors to serve on the
Official Committee of Unsecured Creditors.  The Committee has
hired Lowenstein Sandler PC as counsel and Eisneramper LLP as
accountants and financial advisors.  Cozen O'Connor serves as the
Committee's Co-Counsel

In November 2012, the Qualteq trustee completed the sale of the
business for $51.2 million to Valid USA Inc.  The price included
$46.1 million in cash plus the assumption of liabilities.

The Chapter 11 Trustee is represented by Kirkland & Ellis.


RAPID-AMERICAN CORP: Proposes Logan & Co. as Claims Agent
---------------------------------------------------------
Rapid-American Corp. seeks approval from the Bankruptcy Court to
hire Logan & Company, Inc., as claims and noticing agent.

Assuming that the Court allows the Debtor to serve asbestos
personal injury claimants through their legal counsel, the Debtor
anticipates that approximately 300 addressees will be eligible to
receive notices in the Chapter 11 case.  Based on the records
maintained by the Debtor's national coordinating counsel for
asbestos personal injury claims, an additional 275,000 claimants
could be served with a proposed plan of reorganization.  In view
of the number of anticipated claimants and the complexity of the
Debtor's business, the Debtor submits the appointment of a claims
and noticing agent is both necessary and in the best interests of
both the Debtor's estate and its creditors.

For monthly storage, Logan will charge the Debtor $0.10 per
creditor name per month.  Logan will charge $174 per hour for Web
site design and maintenance.  For consulting services,
professionals at Logan will provide a 15% reduction of their
hourly rates:

                                           Discounted
     Category                                 Rate
     --------                              ----------
Principal                                     $252
Court Testimony                               $276
Senior Consultant                             $191
Statement & Schedule Preparation              $187
Account Executive Support                     $174
Public Wesbiste Design and Maintenance        $174
Data & File Conversion/Programming Support    $140
Project Coordinator                           $119
Analyst                                       $106
Quality Control and Audit                      $65
Data Entry & Other Admin. Tasks                $65
Clerical Support                               $42

Logan currently holds a $5,000 retainer as security for the
payment of fees and expenses.

Logan & Co. can be reached at:

         LOGAN & COMPANY, INC.
         546 Valley Road, Second Floor
         Upper Montclair, NJ 07043
         Attn: Kathleen M. Logan, President
         Tel: (973) 509-3190
         Fax: (973) 509-3191

                    About Rapid-American Corp.

Rapid-American Corp. filed for bankruptcy protection in Manhattan
(Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with
debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless 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.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor estimated assets of at least $50 million and
liabilities of up to $500 million.


READER'S DIGEST: Seeks to Employ Ernst & Young as Tax Provider
--------------------------------------------------------------
RDA Holding Co. and its affiliates request authorization from the
Bankruptcy Court to employ Ernst & Young LLP as their tax and
audit services provider nunc pro tunc to the Petition Date.

The Debtors require the audit and tax consulting services of EY
LLP.  The firm and its professionals have extensive and
specialized institutional knowledge of the Debtors and their tax
structure that is vital to the Debtors and their ability to
successfully reorganize.  Certain professionals at EY LLP have
provided tax advisory services to the Debtors for a period
spanning over the past 10 years and they are directly responsible
for assisting the Debtors in implementing their current global tax
structure.  The knowledge these professionals, and EY LLP as a
whole, have  acquired over that period of time will be
instrumental to the Debtors during these chapter 11 cases and on a
go-forward basis.  Moreover, due to the recent departure of the
Debtors' Vice President in charge of global tax, the institutional
knowledge of EY LLP becomes even more critical to the Debtors.

The Debtors are seeking to employ EY LLP to provide restructuring
tax advisory services, including the tax implications relating to
both domestic and international reorganization and restructuring
alternatives.  In addition, EY LLP will be providing routine on-
call tax advisory services.  EY LLP's long-time and extensive
knowledge of the Debtors' and their tax structure makes them the
most efficient choice to provide these services.

The Debtors are also seeking to engage EY LLP for certain limited
and discrete audit services related to the reissue of EY LLP's
2011 audit opinion.  EY LLP previously served as the Debtors'
independent outside auditing firm from 2006 through 2011.  As
such, the Debtors' require the services of EY LLP in connection
with re-issuing any opinions related to the audit performed by EY
LLP during those previous years.

EY LLP has agreed to provide certain audit and tax services to the
Debtors in connection with the chapter 11 cases:

     a) Audit Engagement Letter: EY LLP will reissue its report on
        the Debtors' December 31, 2011 financial statements and
        perform related services.

     b) Tax Services Engagement Letter: EY LLP will perform
        certain tax services as set forth in specific Statements
        of Work executed pursuant to the Tax Services
        Engagement Letter.

     c) Bankruptcy Tax Services SOW: EY LLP will work with
        appropriate Company personnel in developing an
        understanding of the tax issues and options related to the
        Company's Chapter 11 filings, taking into account the
        Company's specific facts and circumstances, for US
        Federal, International and State and local tax purposes.

     d) Routine On Call Tax Advice SOW: EY LLP will provide tax
        advisory services to the Debtors.

The Debtors will compensate EY LLP on an hourly basis, at rates
ranging from $240 to $871 per hour.  In addition, the Debtors have
agreed to reimburse EY LLP for all reasonable, documented out of
pocket expenses actually incurred by EY LLP.

To the best of the Debtors' knowledge, EY LLP is a "disinterested
person," as that phrase is defined in Bankruptcy Code Sec.
101(14), as modified by Bankruptcy Code Sec. 1107(b), and does not
hold or represent an interest adverse to the estates.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


RG STEEL: Further Amends Agreement to Resolve SNA Objection
-----------------------------------------------------------
RG Steel Wheeling LLC further amended its agreement with Bounty
Minerals LLC to resolve SNA Carbon LLC's objection to the sale of
its right, title and interest in and to 1,268.0230 net mineral
acres in Ohio and West Virginia.

Under the amended agreement, surface ownership of the land won't
be included in the sale and will remain the property of RG Steel
Wheeling.  A copy of the agreement is available for free at
http://is.gd/50q2F9

Last month, SNA Carbon asked U.S. Bankruptcy Judge Kevin Carey to
deny approval of the sale, saying it might jeopardize the
operations of Mountain State Carbon LLC, the company's joint
venture with RG Steel.

SNA Carbon also said it is unable to confirm if the property is
related to MSC's operations since RG Steel did not provide legal
descriptions of the property.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RICHARD FRIEDBERG: Chapter 7 Conversion Affirmed
------------------------------------------------
District Judge Janet C. Hall tossed out an appeal by Richard
Friedberg, appearing pro se, from the Bankruptcy Court's order
converting his case from a Chapter 11 proceeding to a Chapter 7
proceeding.  Mr. Friedberg contends the Bankruptcy Court erred
when it concluded that cause existed, under 11 U.S.C. Sec.
1112(b)(1), for the conversion.  Mr. Friedberg also seeks to
vacate the Bankruptcy Court's Ruling.

Mr. Friedberg was absent from the Bankruptcy Court hearing to
consider conversion of the case due to a scheduled medical
procedure.

The Chapter 7 Trustee urged the District Court to affirm the
Bankruptcy Court's Ruling and dismiss Mr. Friedberg's appeal.

The appellate case is, RICHARD H. FRIEDBERG, Appellant, v. MELISSA
ZELEN NEIER, Appellee, Civil Action No. 3:12-CV-00940 (JCH) (D.
Conn.).  A copy of the Court's March 5, 2013 decision is available
at http://is.gd/1yGOlofrom Leagle.com.

Richard H. Friedberg filed for Chapter 11 bankruptcy (Bankr. D.
Conn. Case No. 08-51245) on Dec. 18, 2008.  Mr. Friedberg claimed
controlling interests in various entities, including Monteverde
LLC and North South Development LLC.  Monteverde was established
to hold real property in Cortlandt Manor, New York.  North South
is an LLC through which the debtor held real property in South
Carolina.  While the debtor caused some of his entities to file
bankruptcy petitions, neither Monteverde nor North South sought
bankruptcy protection.

Related entities controlled by Mr. Friedberg and which sought
bankruptcy protection are 115 Allen Ground, LLC (Case No. 09-
51457); Allen & Delancey, LLC (Case No. 09-51514); and Monteverde
Restaurant, LLC (Case No. 09-51514).  These cases were jointly
administered with Mr. Friedberg's case.  The 115 Allen Ground and
Allen & Delancey cases are now closed.

On April 30, 2010, the Bankruptcy Court entered an Order approving
the appointment of Melissa Zelen Neier as Chapter 11 Trustee. On
June 15, 2010, Ms. Neier filed a Motion to Convert Case from
Chapter 11 to Chapter 7.  Following a hearing on June 22, 2010,
the Bankruptcy Court granted the Motion to Convert.


ROCMEC MINING: Interim Financial Statements Need Amendment
----------------------------------------------------------
Rocmec Mining Inc. is providing this default status report in
accordance with Policy Statement 12-203 respecting Cease Trade
Orders for Continuous Disclosure Defaults.  On January 24 and 30,
2013, the Corporation announced that, for the reasons disclosed in
the Default Announcement, the filing of the Corporation's annual
financial statements, accompanying management's discussion and
analysis and related CEO and CFO certifications for the financial
year ended September 30, 2012 would not be completed by the
prescribed deadline set by the Canadian securities legislation,
being January 28, 2013.  In addition, on March 8, 2013, the
Corporation announced that its unaudited interim consolidated
financial statements and related management's discussion and
analysis for the three-month period ended December 31, 2012 would
need to be amended in order to take into account the annual audit
and the final version of the 2012 Annual Financial Documents.

As a result of the delay in filing the 2012 Annual Financial
Documents, the Corporation's principal regulator, the Autorite des
marches financiers, granted a management cease trade order to the
Corporation.  The MCTO restricts all trading in securities of the
Corporation, whether direct or indirect, by the Chief Executive
Officer, the Chief Financial Officer and the directors of the
Corporation until such time as the 2012 Annual Financial Documents
have been filed by the Corporation.  The MCTO does not affect the
ability of shareholders who are not insiders of the Corporation to
trade their securities.

Rocmec wishes to announce that its auditors have now completed the
audit of the annual financial statements.  The 2012 Annual
Financial Documents and the amended and restated Interim Financial
Documents were filed with the applicable securities regulatory
authorities and are available on the SEDAR database at
http://www.sedar.com

Once the AMF has reviewed the filed documents, it is expected that
the MCTO will be lifted.

Pursuant to the provisions of the alternative information
guidelines specified by Policy Statement 12-203, the Corporation
reports that since the Default Announcement and subsequent default
status reports, except as stated in this Default Status Report,
there have not been any material changes to the information
contained therein; nor any failure by the Corporation to fulfill
its intentions as stated therein with respect to satisfying the
provisions of the alternative information guidelines, and there
are no additional defaults or anticipated defaults subsequent to
the disclosure therein, other than the delay in filing the 2012
Annual Financial Documents.  Further, there are no additional
material information respecting the Corporation and its affairs
that have not been generally disclosed and there are no insolvency
proceedings against the Corporation as of the date of this Default
Status Report.

Rocmec is active in the exploration and the development of gold
resources in Quebec and Peru.  The Corporation holds a gold
property with resources recognized in accordance with NI43-101, a
modular treatment plant and also an exclusive license for the
thermal fragmentation mining method for exploiting narrow-vein ore
deposits.


RODEO CREEK: Sec. 341(a) Meeting of Creditors Moved to April 8
--------------------------------------------------------------
The meeting of creditors of Rodeo Creek Gold Inc., and its
affiliates under Section 341(a) of the Bankruptcy Code is reset to
April 8, 2013, at 2:00 PM, at Young Bldg, Rm 3087.  Proofs of
claim are due by July 1.

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.


RODEO CREEK: US Trustee Appoints 3 Members to Creditors' Committee
------------------------------------------------------------------
The U.S. Trustee assigned to the Chapter 11 case of Rodeo Creek
Gold, Inc., appointed three members to the Official Committee of
Unsecured Creditors:

   1. QUALITY TRANSPORTATION INC.
      Represented by: John Davis
      1110 Muleshoe Rd.
      Battle Mountain, NV 89820
      Phone: 775-635-9540
      Fax: 775-635-8017
      E-mail: qti.john.davis@att.net

   2. PROMETHEUS ENERGY GROUP, INC.
      Represented by: Leonard H. York
      10370 Richmond Avenue
      Suite 450
      Houston TX 77003
      Phone: 832-456-6502
      Fax: 832-456-0048
      E-mail: lyork@PrometheusEnergy.com

   3. F & H MINE SUPPLY
      Represented by: Thomas M. Vasseur
      1140 Checker Lane
      Battle Mountain, NV 89820
      Phone: 208-752-1294
      Fax: 208-752-7032
      E-mail: tvfrontdesk@vslawfirm.com

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.


SNO MOUNTAIN: Judge Clears $4.6-Mil. Sale to Lenders
----------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that a
bankruptcy judge has cleared the trustee operating Pennsylvania's
Sno Mountain to sell the ski resorts assets to its lender, DFM
Realty, for $4.6 million.

                        About SNO Mountain

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) on Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.

Gary Seitz has been appointed as trustee overseeing the bankruptcy
of the Sno Mountain recreation complex.


SOUTHERN AIR: Gets Court OK to Pay $96,000 to 4 Key Employees
-------------------------------------------------------------
Southern Air Holdings Inc. and its debtor affiliates obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to pay a total of $96,618 to four employees under a key
employee retention plan (KERP).

The four employees serve as Director of Operations, Director of
Accounting and Facilities, Accounting and Reporting Manager, and
Director of Human Resources and are recognized by the Debtors as
important to their operations and their reorganization process.
In addition to the KERP Payments, the KERP provides for the Key
Employees to receive (i) continued medical, dental, life, and
vision coverage under the Debtors' employee benefit plans in place
at the time until the last day of the month in which their
employment is terminated, and (ii) payment for all accrued but
unused vacation time.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.


TEREX CORP: S&P Affirms 'BB-' CCR and Revises Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including the 'BB-' corporate credit rating, on Terex
Corp.  At the same time, S&P revised its outlook to positive from
stable.

"The outlook revision reflects better operating prospects that we
believe could support credit measures and cash flow generation in
line with a higher rating," said Standard & Poor's credit analyst
Dan Picciotto.  The ratings on Terex reflect Standard & Poor's
assessment of the company's "aggressive" financial risk profile
and "fair" business risk profile.  Terex's operating results can
be significantly exposed to economic fluctuations, but S&P bases
case calls for a continuation of a slow global economic recovery.

For 2013, S&P forecasts revenue growth to decelerate to the high-
single digits and expect continued improvements in profitability
to result in the adjusted EBITDA margin approaching 10%,
benefitting from the the company's restructuring and improved
volumes.  By segment, S&P expects aerial work platforms and cranes
to both generate double-digit growth rates and for construction to
be the weakest performer.  S&P do not incorporate the expectation
for any sizable acquisitions in 2013 in S&P's projections but do
assume acquisition activity will remain part of the company's
strategy in future years.  S&P believes this will support improved
credit measures, including adjusted debt to EBITDA of less than 4x
and funds from operations (FFO) to total debt of about 20%, which
would meet S&P's expectations for the rating after a prolonged
period of very weak credit measures.

Terex manufactures a broad range of equipment for the construction
and infrastructure industries.  The company operates in the highly
cyclical and competitive construction equipment industry, and its
profitability can be volatile.  However, S&P expects it will
maintain good positions in some niche construction-related
markets--such as its No. 2 position in the aerial work platform
market.  Terex has good geographic diversity.  Europe and the U.S.
account for close to 30% and 35% of sales, respectively, and about
40% comes from the rest of the world.  Terex also has decent
product diversity across its five reporting segments.  S&P views
the company's management and governance to be "fair."

"We consider Terex's financial risk profile to be aggressive
because of its acquisitive strategy and our expectation for
significant swings in cash flow generation through the operating
cycle.  Credit measures have recently improved for the rating and
we expect them to meet our expectations in 2013 and beyond.  At
the rating, we expect Terex to maintain FFO to total debt of 15%-
20%.  Decent cash balances and a manageable maturity profile also
support the ratings.  Terex has also increased its credit offering
to customers through Terex Financial Services (TFS).  The scale of
this operation is modest, with about $150 million in assets at the
end of the fourth quarter, and we do not anticipate rapid growth
in the near term," S&P said.

The outlook is positive.  S&P's base-case assumptions anticipates
some improvement in credit measures this year to levels that are
commensurate with the rating, such as adjusted FFO to total debt
of between 15% and 20%, after several years of weak credit
measures.

For a higher rating, S&P would expect Terex to maintain adjusted
FFO to total debt of 20% to 30% and debt to EBITDA of less than
4x.  In addition, S&P would expect Terex to generate meaningfully
positive free cash flow of $200 million or more annually, on
average, for the next few years.  This could occur if a
continuation of the global economic recovery supports organic
revenue growth in the mid-single digits beyond 2013, adjusted
EBITDA margin remains 10% or more, and potential acquisition
activity does not result in meaningful increases in debt balances.

S&P could revise the outlook to stable if additional debt were
likely to result in FFO to total adjusted debt less than 15% in
2013 and excess cash balances were not significant.


TERRESTAR CORP: Reorganization Plan Declared Effective
------------------------------------------------------
BankruptcyData reported that TerreStar Corporation's Third Amended
Joint Plan of Reorganization became effective, and the Company
emerged from Chapter 11 protection. The Court confirmed the Plan
on October 24, 2012, the report related.

All shares of common stock and preferred stock that were
outstanding prior to the emergence date have been cancelled,
BankruptcyData said.

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010. The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors. TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL). The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission. TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones. The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue. TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent. Blackstone
Advisory Partners LP is the financial advisor. The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases. FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion. It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar. Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out. TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating
Chapter 11 plan after striking a settlement with creditors. The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.

Judge Lane approved on Feb. 14, 2012, TerreStar Networks Inc.'s
Chapter 11 plan to divvy up the proceeds from the sale to Dish
Network.


TGAG LLC: Goddard Elementary School Files in White Plains
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the operator of the Goddard private elementary school
from Yorktown Heights, New York, filed a petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 13-22403) on March 11 in
White Plains, New York, vowing to "rehabilitate the operation of
the business" with income expected in a "relatively short period
of time."

Revenue for the school was $500,000 in 2012.  The closely owned
franchise in Yorktown Heights is one of 400 Goddard schools,
according to the Web site.

Court papers listed assets of $3.4 million and liabilities
totaling $1.8 million.  The principal asset is the franchise
valued at $3 million.  Liabilities include $1.5 million owing to
secured creditors.


TULARE LOCAL: Fitch Lowers Revenue Bond Ratings to 'B+'
-------------------------------------------------------
Fitch Ratings has downgraded the following bonds issued by Tulare
Local Health Care District to 'B+' from 'BB+':

-- $15.7 million refunding revenue bonds, series 2007.

The Rating Outlook is revised to Negative from Stable.

SECURITY

Debt payments are secured by a pledge of the gross revenues of
Tulare Local Health Care District. A fully funded debt service
reserve fund provides additional security.

KEY RATING DRIVERS

CONTINUED FINANCIAL WEAKENING: The multi-notch downgrade is driven
by a rapid decline in Tulare's overall financial profile in fiscal
year ended June 30, 2012 (unaudited interim financials), with
continued deterioration through the six-month interim period ended
Dec. 31, 2012. Performance has resulted in negative debt service
coverage for both periods and Tulare is likely in violation of its
debt service coverage covenant for fiscal 2012. The fiscal 2012
audit and debt service coverage covenant calculation are still
unavailable.

LARGE OPERATING LOSSES: Impacted by challenged patient utilization
and increased bad debt, profitability took a sharp turn as the
district posted large operating losses of $7.3 million in fiscal
2012 and $3.8 million through the interim period, respectively.

WEAK BALANCE SHEET: Unrestricted cash and investments declined
sharply to $10.5 million at Dec. 31, 2012 from $24.5 million at
fiscal year-end (FYE) 2010 due to increased capital investments
and negative operating cash flow. Additionally, debt load
increased in December 2011 due to a $6 million loan to finance
certain equipment. Expected further demand on liquidity for the
construction project presents significant concerns.

CONSTRUCTION PROJECT DELAYED: The completion of the new bed tower
that was initially scheduled for October 2012 has been delayed due
to structural problems related to the concrete used on certain
floors. Tulare is currently developing a recovery schedule and
evaluating the amount of additional funding necessary to complete
the project.

RECENT MANAGEMENT TURNOVER: Tulare experienced considerable
management turnover in the last two years. Following the November
2012 election of three new board members, the current CEO rejoined
the organization in December 2012 after having resigned in April
2012 due to differences with the previous board. The current CFO
joined the organization in August 2012, replacing an interim CFO
that had been in place since January 2012.

COMMUNITY SUPPORT: As a California health care district, Tulare
benefits from a pro rata allocation of property taxes collected in
Tulare County in support of operations and capital outlays.

RATING SENSITIVITY

FURTHER WEAKENING OF FINANCIAL PROFILE: Further balance sheet
deterioration or inability to curb ongoing operating losses and
improve cash flow would lead to negative rating action.

CREDIT PROFILE

The rating downgrade to 'B+' from 'BB+' reflects dramatic decline
in unrestricted liquidity beginning fiscal 2011 followed by
material deterioration in profitability and debt metrics in fiscal
2012. The apparent, yet unanticipated need for additional funding
related to the delayed construction project adds further pressure
on the already week balance sheet.

Operating profitability took a sharp turn in fiscal 2012, posting
an operating margin of negative 9.3% after solid margins of 7% in
2011 and 5.8% in 2010 (including District tax revenues not related
to the general obligation bond debt service). Operating income was
primarily impacted by lower than budgeted volumes, lower
supplemental funding receipts, increase in bad debt, and elevated
expenses related to IT and capital projects. Bad debt increased
33% from 2011 to 2012 and doubled from 2008 to 2012, reflecting
the service area's poor economic characteristics. Through the six-
month interim period ended Dec. 31, 2012, level of bad debt
moderated somewhat to $6.6 million versus $9.5 million the prior
year period. However, due to continued challenges in utilization,
operating margin weakened further to negative 10% in the interim
period. Similarly, operating EBITDA margins were low at negative
4.3% in fiscal 2012 and negative 4.5% through the interim period.

Management is in the process of planning and executing various
strategies to improve profitability such as enhancing revenue
cycle management, strengthening contracts, and reducing overall
expenses. The initiatives are being implemented throughout the
2013 calendar year, and benefits are expected to be realized
somewhat in fiscal 2013 and in full over fiscal 2014. Management
expects break-even performance for fiscal 2013. Fitch believes
this will be challenging based on current performance, but
recognizes the strong operating results posted from 2009 to 2011
under the current CEO's leadership.

Driven by a combination of capital spending and negative cash
flow, unrestricted cash and investments declined further from
$24.5 million at FYE 2010 to $10.5 million at Dec. 31, 2012. Over
$6 million of the $14 million decline is attributable to IT
related investments. Days cash on hand of 48.5, cushion ratio of
4.1x, and cash to debt of 51.2% are weak compared to Fitch's
median for below investment grade ratings. Given future capital
needs related to the construction project and other infrastructure
investments, Fitch expects ongoing negative pressure on liquidity
levels.

Tulare has a major construction project in progress, which plans
to feature a 24-bed emergency department, a new diagnostic
department, a 16-bed obstetric unit, four surgery suites, and 27
new private patient rooms meeting seismic requirements. This new
expansion tower was initially slated to open October 2012.
However, due to problems related to the concrete structure on the
third and fourth floors discovered in April 2012, construction has
been at a standstill. Tulare is working with the Office of
Statewide Health Planning and Development in rectifying the issue
to move forward on an accelerated recovery schedule. Remaining
funds available include approximately $15 million from the general
obligation (GO) bond financing, $2.2 million from the 2011 Bank of
America loan, and $1.4 million from philanthropy. Tulare will
likely need to procure resources in addition to existing funds to
complete the project, but the amount remains under evaluation. As
Tulare has purchased nearly all of the equipment and materials for
the new tower, remaining costs are primarily labor related.

Management indicated that the area's population growth and
projected demand for healthcare services beyond 2030 dictate the
need for a second hospital tower. Tulare is currently in the
planning and design stage for the five-story tower, which Fitch
does not believe is feasible given its current performance and
utilization trends. A schedule or financing plan is not yet in
place, however, there is no additional debt capacity at the
current rating level. Aside from the first tower construction,
Tulare continues to invest in its IT platform and is in the
process of opening two rural clinics. Annual capital spending is
budgeted at $1.5 million, addressing routine operations and
maintenance needs.

At Dec. 31, 2012, Tulare's revenue supported debt burden totaled
$20.5 million, consisting of $15.7 million in series 2007 bonds
and $4.8 million in capital leases. The bonds are all fixed rate
and produces a maximum annual debt service (MADS) of $2.5 million,
which declines to $1.3 million in fiscal 2017 following the final
payment of the capital lease. Debt burden is relatively low, with
debt to capitalization of 27%. However, MADS coverage declined to
negative 1.1x in fiscal 2012 and negative 1.2x through the interim
period compared to 4.4x in fiscal 2011. The alarming drop in debt
service coverage is one of Fitch's main concerns, and a key driver
in the rating action. Fitch does not expect Tulare to meet its
debt service coverage covenant for fiscal 2012, which is not an
event of default but will require a consultant call-in.

Not included in Fitch's calculation of Tulare's long-term debt are
$85 million in GO bonds, which are not rated by Fitch. Since
Tulare's GO debt is secured by a special assessment on property
taxes in the district, Fitch's calculation of financial ratios
excludes Tulare's GO debt and related receipts.

The Negative Outlook reflects the apparent need for additional
capital expenditure in order to complete Tulare's current
construction project, putting further strain on balance sheet and
profitability metrics. Failure to improve its overall financial
condition will lead to further negative rating action.

Tulare Local Health Care District owns and operates a 112-bed
hospital in the City of Tulare, California. Total revenues in
fiscal 2012 were $78.5 million (exclusive of tax revenues related
to GO bonds debt service). The district covenants to provide
annual and quarterly disclosure through the Municipal Rule Making
Board's EMMA system.


UNIGENE LABORATORIES: Remains in Default of Primary Debt Terms
--------------------------------------------------------------
Unigene Laboratories, Inc. on March 11 disclosed that based on
management's current cash flow projections, the Company will
immediately need to obtain additional financing to fund
operations, address its debt and restructure its balance sheet.
The Company remains in default of the terms of its primary debt.

Cash and cash equivalents at December 31, 2012 totaled $3.8
million compared to $4.7 million at December 31, 2011.

The Company is currently exploring various alternatives, including
financing, debt restructuring and partnering options.  On December
11, 2012, the Company announced that it retained Canaccord Genuity
to assist with its exploration and evaluation of a broad range of
strategic options, including, but not limited to, the strategic
partnering of technology, the out-licensing of intellectual
property and divestiture of certain assets, and the possible sale
of the Company or one or more of our business units.  If the
Company is unable to obtain financing or implement a financially
significant strategic option, it will not be able to continue as a
going concern beyond March 31, 2013.

Ashleigh Palmer further commented, "We are hopeful that an
arrangement may be reached with a lender to further extend our
cash runway to allow us to continue to explore strategic options
with Canaccord.  Unigene's management remains committed to our
shareholders, and we continue to explore, evaluate and pursue
every reasonably available opportunity to extend Unigene's cash
runway and monetize our assets."

Unigene's net loss for the fiscal quarter ended December 31, 2012
was $15.3 million or $(0.16) per share as compared to net income
of $26.9 million or $0.18 per share for the corresponding period
in 2011 on a fully diluted basis.  The Company reported a net loss
of $34.3 million for the full year ended December 31, 2012 or
($0.36) per share, compared to a net loss of $7.1 million or
($0.08) per share for 2011.

Revenue for the fiscal quarter ended December 31, 2012 decreased
to $1.5 million from $12.5 million in the comparable period in
2011.

Unigene had an operating loss of $3.0 million for the three months
ended December 31, 2012, a decline of $9.3 million from the
operating income of $6.4 million for the three months ended
December 31, 2011.  Operating loss for the twelve months ended
December 31, 2012 increased approximately $5.9 million, or 169%,
to $9.4 million from $3.5 million in 2011.

Net loss for 2012 increased $27.2 million, or 383%, to $34.3
million from $7.1 million in 2011.  This was primarily due to an
increase in the net change in fair value of an embedded conversion
feature of $21.5 million and a decrease in revenue of $11.1
million, mainly due to a decrease in licensing revenue of $9.2
million and an increase in interest expense of $3.4 million.
These items were partially offset by a decrease in operating
expenses of $5.2 million and decreases in our losses from our
investments in the former China Joint Venture and Tarsa of $0.8
million and $2.2 million, respectively.

The Company anticipates that its independent registered public
accounting firm will include an explanatory paragraph in their
audit opinion to be contained in the Company's Annual Report on
Form 10-K, including financial statements for the year ended
December 31, 2012 that expresses substantial doubt about the
Company's ability to continue as a going concern based on its
current financial resources and default status on its primary
debt.

The disclosure was made in Unigene Laboratories' earnings release
for the fourth quarter and full-year ended Dec. 31, 2012, a copy
of which is available for free at http://is.gd/8fzZ1Q

                           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.


WESTERN REFINING: Moody's Rates New Senior Notes Issue 'B2'
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Western
Refining's senior unsecured notes due 2021. Note proceeds will be
used to refinance the $325 million senior secured notes due 2017,
and pay associated tender premium and fees. The rating outlook is
stable.

"The $350 million senior note offering is expected to reduce
Western Refining's interest expense as the coupon would be lower
reflecting the robust fundamentals for refiners in the US
currently. This transaction will also extend Western's debt
maturity profile, "commented Arvinder Saluja, Moody's Analyst.

Issuer: Western Refining, Inc.

Ratings assigned:

$350 million Senior Unsecured Notes due 2021, B2 (LGD4, 58%)

Ratings Unchanged:

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

$325 million Senior Secured Notes due 2017, B1 (LGD3, 46%) *

* Rating to be withdrawn after the completion of the offer to
  tender secured notes

Ratings Rationale:

The B1 CFR is supported by Western's strong returns and relatively
low risk growth strategy. The rating is constrained by a modest
level of asset diversification with the El Paso refinery providing
approximately 84% of consolidated throughput capacity and the
majority of EBITDA.

The B2 rating on the senior unsecured notes reflects their junior
position to the company's senior secured ABL credit facility which
is expected to have a borrowing base in excess of $700 million
post notes issuance. The size of the ABL relative to these notes
and the company's other outstanding debt creates significant
subordination and results in a one notch downgrade relative to the
CFR.

The SGL-1 indicates very good liquidity through mid-2013. Pro
forma for the notes offering, Western is expected have over $400
million availability under an estimated $700 million borrowing
base credit facility after accounting for letters of credit. The
company has $454 million of cash on the balance sheet as of
December 31 , 2012. The sole financial covenant under the facility
is a minimum fixed charge coverage ratio of at least 1.0x, which
only applies when availability under the facility drops below $50
million or 12.5% of the borrowing base (whichever is greater).
Moody's expects the company to remain well within compliance of
this covenant through 2013. There are no debt maturities until
June 2014 when $215 million of convertible notes mature.

An upgrade is unlikely given Western's current scale and asset
concentration. However, Moody's could consider an upgrade if there
is a material improvement in operational diversity and scale that
is funded conservatively. Moody's could downgrade the ratings if
there is an unexpectedly severe and prolonged deterioration in
sector conditions, leverage increases materially, or if the
company does not maintain adequate cash balances to support good
liquidity.

The principal methodology used in this rating was Global Refining
and Marketing 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.

Western Refining, Inc. is an independent refining and marketing
company headquartered in El Paso, Texas.


WESTERN REFINING: S&P Assigns 'BB-' Rating to $350MM Debt
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue rating to U.S refining company Western Refining Inc.'s
$350 million of senior unsecured debt, and assigned a '2' recovery
rating, indicating a substantial recovery (70% to 90%) in case of
default.  At the same time, S&P raised its rating on Western's
$215 million senior unsecured debt to 'BB-' from 'B+' and changed
the recovery rating to '2' from '3'.  In addition, S&P affirmed
its 'B+' corporate credit rating and 'BB' senior secured issue and
'1' recovery rating on Western's $325 million notes, which S&P
expects it to redeem as part of the current refinancing.

The rating on El Paso, Texas-based Western reflects its
considerable debt reduction over the past two years, its access to
discounted feedstock crude oil, and its ability to benefit from
currently wide crack spreads.  After substantial debt reduction
over the past two years, Western had adjusted debt of slightly
more than $541 million, and the trailing 12-month debt to EBITDA
ratio is down to about 0.5x.  These strengths are somewhat offset
by its small size, lack of asset and geographic diversity,
exposure to the cyclical and capital-intensive refining industry,
and volatile operating margins.

"The stable outlook reflects the strong credit measures given the
recent debt pay-down and our expectation that Western will
maintain adequate liquidity despite potential volatility in
refining margins," said Standard & Poor's credit analyst Manish
Consul.

S&P could lower the ratings if the liquidity declines throughout
the refining cycle or S&P expects a considerable decline in
operational performance, such that debt to EBITDA increases beyond
2.5x consistently, in mid-cycle conditions.  An upgrade is
unlikely given the company's small size and lack of diversity.
However, S&P could consider it if the company significantly
improves its business risk profile by increasing the size and
diversity of its refining assets or starts to get more cash flows
from stable sources such as its logistics assets.


WINDSORMEADE OF WILLIAMSBURG: To Seek Plan Approval in May
----------------------------------------------------------
United Methodist Homes of Williamsburg, Inc., will seek
confirmation of its reorganization plan at a hearing on May 14,
2013, at 10:00 a.m.  The Debtor intends to exit bankruptcy
quickly.

A hearing will be held April 10, 2013, at 2:00 p.m. to consider
approval of the adequacy of the information in the disclosure
statement explaining the Plan.  Objections to the adequacy of the
information in the disclosure statement are due April 3.

Notwithstanding that the Disclosure Statement has yet to be
approved, the Debtor sought and obtained an order shortening the
notice period with respect to scheduling the confirmation hearing.
U.S. Bankruptcy Judge Kevin R. Huennekens ceded to the Debtor's
request and set May 14 as the confirmation hearing.

The Plan provides for the unimpaired treatment of unsecured
creditors and the Plan is submitted with the approval of
approximately 66% of the only impaired third-party class of
creditors.  Given the consensual nature of the Plan, the Debtor
does not anticipate significant objections to confirmation.

Before filing for bankruptcy, the Debtor negotiated the terms of
the Plan with its sponsor Virginia United Methodist Homes Inc. and
the secured creditors.  The Plan provides for the protection of
all residents' rights and payment of all trade debt.

As reported in the March 6 edition of the TCR, the Debtor has
signed an agreement with holders of 66% of the outstanding
principal amount of the Series 2007A/B Bonds to support a
restructuring of the Debtor's bond debt via a Chapter 11 plan.  To
facilitate the restructuring, a letter of credit from Bank of
America, N.A., was drawn to pay holders of Series 2007C bonds.

The Plan provides for these terms:

   * Holders of 2007A/B Bond Claims owed $48.3 million plus
     accrued interest (Class 2) are impaired under the Plan and
     will receive:

      1. Series 2013A Senior bonds with principal amount of
         $30 million bearing interest at a fixed rate of 6% per
         annum and having a final maturity date in 2043;

      2. Series 2013A Subordinated Bonds in a principal amount of
         the "deficiency amount", bearing interest at a fixed rate
         of 2% per annum and having a final maturity date in 2048.

         The "deficiency amount" means 50% of the total of the (i)
         aggregate principal and interest outstanding in respect
         of the Series 2007A Bonds and the Series 2007B Bonds as
         of the Petition Date, less (ii) the aggregate principal
         amount of the 2013A Senior Bonds to be issued pursuant to
         the Plan ($30 million).

     UMB Bank will receive payment of unpaid reasonable fees and
     expenses under the indenture.

   * The letter of credit reimbursement claim of $13.3 million
     from Bank of America (Class 3), which was purchased at a
     substantial discount by VUMH, is impaired, and VUMH will
     receive the aggregate amount of $6.5 million of Series 2013B
     Senior bonds, bearing a fixed interest rate of 6% per annum
     and having a final maturity date of 2042.

   * Holders of general unsecured claims expected to aggregate
     $200,000 will receive payment in full in cash on the third
     business day after the effective date of the Plan or on the
     date the allowed claim becomes payable in the ordinary
     course.

   * VUMH, owed $22.4 million for the management of business
     operations of the Debtor, will waive the manager claim and
     will enter into a new management agreement with the
     Reorganized Debtor.

   * VUMH, as the existing owner, will obtain all membership
     interests in the reorganized debtor free and clear of all
     liens and claims.

Only the holders of the Series 2007A/B Bond claims and VUMH (on
account of the letter of credit claims, its manager claims and
interests) are entitled to vote on the Plan.  Unsecured creditors
and holders of other secured claims are unimpaired and deemed to
accept the Plan.

VUMH will provide $3 million of DIP financing to fund the
Chapter 11 case.

A copy of the Plan is available for free at:

    http://bankrupt.com/misc/VU_Chapter11_Plan.pdf

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

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

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

The Debtor estimated assets and debts of $100 million to
$500 million.


WINDSORMEADE OF WILLIAMSBURG: Taps BMC as Claims & Balloting Agent
------------------------------------------------------------------
United Methodist Homes of Williamsburg, Inc., sought and obtained
approval of its application to employ BMC Group, Inc., as
noticing, claims and balloting agent.

BMC will undertake the tasks associated with noticing the myriad
of creditors of the Debtor and processing proofs of claim that may
be filed.  BMC will also assist the Debtor with the solicitation
and voting in respect of any plan.

BMC agrees to charge the Debtor at its customary rates for
services, expenses and supplies.  The fee schedule was not
included in filings submitted to the bankruptcy court.

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

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

The Debtor estimated assets and debts of $100 million to
$500 million.


WINDSORMEADE OF WILLIAMSBURG: Wins Interim Approval of Financing
----------------------------------------------------------------
Virginia United Methodist Homes of Williamsburg, Inc., received
interim approval of its request to access debtor-in-possession
financing from its sole owner, Virginia United Methodist Homes
Inc.

Entry of the interim order allowed the Debtor to access $1 million
of the $3 million in postpetition loans arranged by the owner.  A
hearing will be held March 26, 2013, at 2:00 p.m. (Eastern Time)
to consider entry of a final financing order, which would allow
the Debtor to draw on the remaining $2 million.

The terms of the DIP financing have been consented to by
bondholders supporting the reorganization plan and UMB Bank, the
trustee under the bonds.

The Debtor said it couldn't find DIP financing on better terms
elsewhere.  Under the Plan, VUMH has agreed to transfer ownership
of the facility to the Debtor, forego existing debt owing from the
Debtor, provide a revolving loan facility to supplement available
liquidity after the Debtor emerges from bankruptcy, and pledge to
provide the Debtor with a capital contribution of $1.5 million and
a $2 million loan to fund the Debtor's operations post-bankruptcy.

The DIP facility will mature Aug. 30, 2013.  The DIP loans will
bear interest at 4% per annum.

The Bankruptcy Court also granted on an interim basis a separate
motion by the Debtor to use cash collateral.  The Debtor says it
requires cash on hand and cash flow from operations to fund its
working capital and liquidity needs.

UMB Bank has agreed to the Debtor's use of collateral on terms
that are "usual and customary."  As adequate protection, the
Debtor has agreed to provide the master trustee with replacement
liens, superpriority administrative claims and expense
reimbursement.

Objections to final approval of the DIP financing and use of cash
collateral must be filed by March 19.

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

The Debtor estimated assets and debts of $100 million to
$500 million.


* Chapter 13 Circuit Split Set for March 19 Argument
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether a split will remain among circuit courts of
appeal on a question involving individual bankrupts in Chapter 13
will be decided when 11 judges on the U.S. Court of Appeals in San
Francisco hear argument on March 19 in a case decided on Aug. 31
in a split opinion by a panel of three judges.

The question is whether an individual in Chapter 13 with no
"projected disposable income" can propose a plan shorter than the
five year "applicable commitment period" stated in Section 1325(d)
of the Bankruptcy Code.  In the 2-1 decision in August, the panel
concluded that the plan needn't be five years.  Two other circuit
courts ruled that a five-year plan can't be avoided.

The case is Danielson v. Flores (In re Flores), 11- 55452,
9th U.S. Circuit Court of Appeals (San Francisco).


* Refinancings Still High on Newer U.S. Mortgages, Fitch Reports
----------------------------------------------------------------
Prime mortgage borrowers in U.S. RMBS pools issued since the start
of 2010 are still prepaying at rapid rates, reflecting the
refinance incentives driven by low mortgage rates, according to
Fitch Ratings.

Historically, high refinance activity has left poorer quality
borrowers in mortgage pools, which in turn has increased
performance volatility. For recent RMBS, however, the credit
implications have been modest to date due to the high overall
credit quality of the original pools.

Last month, prime RMBS mortgage pools issued since 2010 reported
an average conditional prepayment rate (CPR) of approximately 42%.
This is more than twice as fast as the rates of outstanding prime
loans securitized in earlier vintages. The elevated prepayment
rates have resulted in rapid declines to the mortgage pool
balances. In fact, only 12% of the original balance of the sole
transaction issued in 2010 remains outstanding today.
Additionally, pool balances for both transactions issued in 2011
have paid down to less than half their initial amounts.

The credit quality of the prepaid loans has been, on average, only
marginally better than the remaining loans. When compared with the
remaining loans, those that have prepaid have slightly higher
FICOs (774 vs. 771) and slightly lower loan-to-values (63% vs.
66%). As expected, the prepaid loans have higher coupons (4.8% vs.
4.4%) and have a higher concentration of adjustable-rate mortgages
(25% vs. 6%).

Fitch does not perceive the change in the credit risk of the
remaining pools as material. This is supported by the continued
strong performance of the remaining borrowers. Of the more than
6,000 prime loans securitized since 2010, only one loan is
seriously delinquent as of the most recent reporting date.

Additionally, any potential increase in credit risk caused by
prepayments has been more than offset by an increase in credit
enhancement percentage due to the transactions' bond payment
priority. The senior class credit enhancement percentage has more
than doubled from the time of issuance for all transactions issued
in 2010 and 2011.

Prepayment rates for transactions issued between the start of 2010
and the middle of 2012 have remained notably high. That said, it
appears unlikely that transactions issued in late 2012 and 2013
will experience similar prepayment behavior. While mortgage rates
declined close to 140 basis points from early 2011 to July 2012,
rates have remained relatively stable since that point. This has
provided borrowers less incentive to refinance recently originated
loans.

The weighted-average coupons of the mortgage pools securitized in
late 2012 and early 2013 are among the lowest in RMBS history. As
such, it is possible that mortgage borrowers from that period
never experience strong rate refinance incentives. Even a
relatively modest increase in mortgage rates from today's levels
could result in relatively slow prepayment behavior. This is
particularly true for fixed-rate mortgages. Fixed-rated CPRs below
10% (like those observed in 1999 and again in 2006) could be
experienced, potentially for a sustained period of time.

A sustained period of slow prepayments could have credit
implications for RMBS bonds. Prime RMBS structures typically
distribute all unscheduled principal collections to the senior
class during the first five years. After that, the principal
distributions shift increasingly towards a pro rata share for
subordinate classes. Slower prepayment rates during the initial
five-year period result in increased exposure for the senior class
later in the transaction's life. Fitch considers this scenario in
its rating analysis and will continue to focus on the credit
implications of changing prepayment behavior as the market
eventually transitions into a period of slower refinancing
activity.


* Moody's Outlook on Worldwide Beverage Sector is Positive
----------------------------------------------------------
Moody's Investors Service changed its outlook for the global
beverage industry to positive from stable, the rating agency says.
The change in outlook reflects growing consumption in emerging
markets and an expected easing of commodity pressures over the
next 12 to 18 months.

"We expect beverage makers' operating profits to grow by more than
6% through this year and into early next year, with a return to
low double digit growth in several important emerging markets and
moderating commodity inflation" says Senior Vice President Linda
Montag in "Outlook for Global Beverage Industry Revised to
Positive."

A more benign commodity environment will help offset headwinds
facing the industry in the next year or so, Montag says. These
include slow growth or declining consumption of mainstream beers
in developed markets, declining consumption of carbonated soft
drinks, new excise taxes or consumption and advertising
restrictions in some markets, as well as continuing economic
challenges in Europe.

But thanks to emerging markets, global beer consumption is growing
and demand for wine and spirits is expected to remain strong.
"While beer sales have declined in the UK, Australia and, until
recently, the US, an expanding middle class will boost demand for
premium beers, high-end wine and spirits in countries including
China and parts of Latin America."

Among companies, beer makers Anheuser-Busch InBev, Molson Coors,
SABMiller, Heineken and Foster's Group are expected to benefit, as
should wine and spirit makers Diageo, Pernod Ricard, Bacardi, Beam
and Brown-Forman.

Commodity cost inflation should moderate this year, easing
pressures felt over the past three or four years. Hedges put in
place when costs were higher have largely rolled off, while price
increases will help beverage producers cover modest cost inflation
more than they have in the recent past.

Beverage makers instituted across-the-board price increases in
most markets last year, which will lead to higher earnings this
year, Montag says. "Producers of soft drinks, beer, wine and
spirits have all sustained recent price increases, and can
selectively continue to raise them without dramatically hurting
volumes."


* Moody's Forecasts Strong 2013 Revenues for US Lodging Sector
--------------------------------------------------------------
The year 2013 will be another strong one for the US lodging
sector, although the rate of growth will be slightly lower than in
2012, according to a new report from Moody's Investors Service,
"US CMBS: 2013 Lodging Revenue to Surpass 2007 Peak, with More
Room to Grow."

US nominal revenue per available room (RevPAR) will reach a new
high in 2013 and surpass the 2007 peak, although it will still be
below the peak when adjusted for CPI.

"We are anticipating RevPAR growth higher than 5%," says EJ Park,
a Moody's Vice President. "We also expect RevPAR to continue to
grow in 2014 and beyond, although at a slower pace."

The industry has clearly reversed course since the financial
crisis, when RevPAR declined by 16.5% in 2009. US RevPAR grew 6.8%
in 2012, extending the positive momentum that began in 2010. "Top
markets outperformed small ones in 2012 on the rebound in business
travel. With occupancy levels reaching 60% for two years now, rate
increases are driving RevPAR growth" added Park.

RevPAR growth is credit positive for CMBS loans backed by hotels,
which include single borrower/large loan transactions, which are
typically backed by a pool of hotels, but also for multi-borrower
conduits, in which hotel loans constitute as much as 20% of
collateral. Increased RevPAR and the resulting higher bottom line
boosts the cushion available to service debt, while also funding
reserves or expenditures for capital projects, helping hotels
maintain their revenue generating potential. However, because its
ratings take into account the cyclical nature of hotel cash flows,
Moody's does not expect to take many rating actions as a result of
the recent improvements in revenue.


* Small U.S. Banks Hit by Rising Insurance Cost
-----------------------------------------------
Robin Sidel, writing for The Wall Street Journal reported that
thousands of small U.S. banks are feeling a financial pinch from
the government's efforts to punish executives and directors of
banks that collapsed during the height of the financial crisis.

WSJ related that insurance premiums that cover directors and
officers are rising sharply as the Federal Deposit Insurance
Corp., seeking to replenish funds paid out to depositors of
collapsed banks, accelerates its legal pursuit of officials from
failed community lenders.  The FDIC's efforts, according to WSJ,
have brought the agency hundreds of millions of dollars in legal
settlements, well short of the billions in losses from bank
failures, but that is cutting into banks' bottom line when many
still are struggling.

Insurance executives and banking-industry lawyers estimate
premiums for small banks have risen at least 15% since the crisis,
WSJ said.  Some insurers are also boosting deductibles and writing
policies that leave policyholders uncovered if regulators take
future action.

Chubb Corp. and Travelers Cos. are among the large companies that
are raising rates for small banks, according to people who track
the policies, WSJ said.


* HSH Nordbank Settles 2008 CDO Suit in N.Y. Against UBS
--------------------------------------------------------
Chris Dolmetsch, writing for Bloomberg News, reported that HSH
Nordbank AG, the German regional lender, settled a lawsuit it
filed against UBS AG (UBS) over losses on a collateralized debt
obligation linked to the U.S. subprime-mortgage market.

The report related that HSH Nordbank, based in Hamburg, sued UBS
in February 2008 over losses on a CDO called North Street 2002-4.
HSH Nordbank said in the suit that its predecessor, Landesbank
Schleswig- Holstein, lost almost all of the $500 million it
invested in the CDO in March 2002.

The two sides have reached a settlement, the terms of which are
confidential, Isaac Nesser, an attorney with Quinn Emanuel
Urquhart & Sullivan LLP representing Nordbank, and Daniel J.
Kramer, a lawyer with Paul Weiss Rifkind Wharton & Garrison LLP
representing Zurich-based UBS, said in telephone interviews with
Bloomberg.

HSH Nordbank, according to Bloomberg, is one of a group of
regional German lenders that have sued in New York courts over
mortgage-backed securities. It sued Bank of America Corp. in New
York State Supreme Court in December over $218 million in such
investments, and has filed suits against Barclays Plc (BARC),
Goldman Sachs Group Inc. (GS) and Morgan Stanley (MS) in the same
court.

CDOs package assets such as mortgage bonds and buyout loans and
use the income from that debt to pay investors in the new
securities, Bloomberg related.  The collapse of the U.S. market
for subprime loans revealed the risk of such investments.

The case is HSH Nordbank AG v. UBS AG (UBSN), 600562/2008, New
York State Supreme Court, New York County (Manhattan).


* Illinois Accused of Fraud, Settles with SEC
---------------------------------------------
Mary Williams Walsh, writing for The New York Times, reported that
for the second time in history, federal regulators have accused an
American state of securities fraud, finding that Illinois misled
investors about the condition of its public pension system from
2005 to 2009.

In announcing a settlement with the state on Monday, the
Securities and Exchange Commission accused Illinois of claiming
that it had been properly funding public workers' retirement plans
when it had not, the NY Times report said.  In particular, it
cited the period from 2005 to 2009, when Illinois also issued $2.2
billion in bonds.

The NY Times noted that the growing hole in the state pension
system put increasing pressure on Illinois' own finances during
that time, raising the risk that at some point the state would not
be able to pay for everything, and retirees and bond buyers would
be competing for the same limited money. The risk grew greater
every year, the S.E.C. said, but investors could not see it by
looking at Illinois' disclosures.  In effect, that meant investors
overpaid for bonds of a lower value than they were made out to
have, although the S.E.C. did not measure any loss in dollars, and
it did not impose fines or penalties in Monday's settlement, the
NY Times added. Illinois agreed to a cease-and-desist order
without admitting or denying the accusations.

The charges put the state's pension system, generally thought to
be the weakest of any state, back in the national spotlight, the
NY Times said.  Many states, counties and cities are struggling
with shortfalls in their pension systems, and because large
numbers of people now qualify to draw benefits, the expense is
wreaking havoc with budgets, according to the NY Times.  Still,
securities lawyers are not predicting a wave of S.E.C. pension
enforcement actions. The states are legal sovereigns, and federal
securities regulators have much more power to police corporate
wrongdoing than potential violations by the states and
municipalities, the NY Times noted.


* USDA to Bail Out Sugar Processors
-----------------------------------
Alexandra Wexler, writing for Dow Jones Newswires, reports that
the U.S. Department of Agriculture is considering buying 400,000
tons of sugar to stave off a wave of defaults by sugar processors
that borrowed $862 million under a government price-support
program.  According to Dow Jones, the action aims to prop up
tumbling U.S. sugar prices, which have fallen 18% since the USDA
made the nine-month operations-financing loans beginning in
October.  The purchases could leave the price-support program with
an $80 million loss, its biggest in 13 years, said Barbara Fecso,
an economist at the USDA, in an interview.

Dow Jones reports the move would benefit companies that turn sugar
beets and sugar cane into granulated sweetener, a business plied
by American Crystal Sugar Co., Amalgamated Sugar Co. and U.S.
Sugar Corp.  The USDA wouldn't say how many companies have
received loans, or identify them.

Dow Jones notes U.S. Sugar said it doesn't have any USDA loans
outstanding. American Crystal and Amalgamated didn't respond to
requests for comment.

According to Dow Jones, the USDA makes loans to sugar processors
annually as part of a program that is rooted in the 1934 Sugar
Act.  The loans are secured with some 4.1 billion pounds, or 2.05
million tons, of sugar that companies expect to produce from the
current harvest.  That comes to almost a quarter of total U.S.
output that the USDA forecasts for this year.


* Hearing Today on Asbestos Trust Transparency Bill
---------------------------------------------------
The Wall Street Journal's Dionne Searcey reports that a House
Judiciary subcommittee will hear testimony today, March 13, on the
"Furthering Asbestos Claim Transparency" bill, which would require
asbestos bankruptcy trusts to submit detailed quarterly reports of
claims and their disposition to the Executive Office for U.S.
Trustees. A similar measure was introduced last year but failed to
gain traction.

According to WSJ, the measure, sponsored by Reps. Blake Farenthold
(R., Texas) and Jim Matheson (D., Utah), comes as a growing
portion of asbestos legal action moves out of the courtroom and
into the trust system.  Now numbering more than 40, the trusts
were created by solvent companies that were inundated by lawsuits.
A special bankruptcy law lets the companies keep operating while
they shed those asbestos liabilities by setting aside money in
trusts to pay claims.

The report relates some politicians and defense attorneys say they
suspect the money in the trusts sometimes goes to undeserving
victims and worry the trusts will be drained before legitimate
victims have the chance to tap them.

A Wall Street Journal analysis found numerous anomalies in claims
to asbestos trusts, including claimants through the years
submitting exposure dates that were unlikely, such as infants
claiming to be shipyard workers when exposed. The analysis also
found claimants submitting conflicting diseases to separate
trusts. Most trusts pay higher claims for certain categories of
diseases.


* Diamond McCarthy Opens Los Angeles Office; Bazoian Joins Firm
---------------------------------------------------------------
Diamond McCarthy LLP on March 11 announced the opening of its Los
Angeles office with respected bankruptcy litigator, Kathy Bazoian
Phelps, at its helm.

Ms. Phelps is a leader in handling Ponzi schemes and fraud cases
of all kinds, particularly arising out of insolvency situations.
As the co-author of The Ponzi Book: A Legal Resource for
Unraveling Ponzi Schemes (published by LexisNexis 2012), with the
Honorable Steven Rhodes, United States Bankruptcy Judge for the
Eastern District of Michigan, she is a sought after speaker at
national and international conferences on the subject of corporate
fraud, Ponzi schemes, deepening insolvency and related matters.
Ms. Phelps' litigation practice includes the representation of
bankruptcy trustees, examiners, SEC and state court receivers,
creditors, committees, debtors and other parties arising out
financially distressed situations.  She is a member of the board
of directors of the National Association of Federal Equity
Receivers ("NAFER") and the editor-in-chief of the "Receivership
News."

"Kathy's expertise is of great interest to our clients," said
Allan Diamond, Diamond McCarthy managing partner.  "She will
further strengthen the firm's global practice and help build a
formidable presence for the firm throughout the west coast and
beyond, anchored by our Los Angeles office."

"Diamond McCarthy's global reputation, great breadth and depth of
experience in the areas of complex litigation, business, financial
and accounting fraud, and insolvency matters, will be of
significant value to the clients I serve," said Ms. Phelps.

Diamond McCarthy has been lead counsel in some of the largest
business fraud cases in the world, often involving cross-border
parallel litigation and joint insolvency protocols, such as LJM2
(Enron), Livent, Parmalat, Bayou Funds, InverWorld, USA Commercial
Mortgage, and Syntax-Brillian Corp, among many others.

"The addition of our office in Los Angeles strategically extends
the firm's physical reach from coast to coast," said Mr. Diamond.
"While the firm's practice reaches most corners of the globe, we
now have the ability from our U.S. based offices to better
interface with our clients and colleagues across Europe, Latin
America and the Pacific Rim."

Ms. Phelps received her J.D. from the University Of California Los
Angeles School Of Law and her B.A. from Pomona College.

Diamond McCarthy's Los Angeles office is in the Sun America
building at 1999 Avenue of the Stars, Los Angeles, California.
Telephone: (310) 651-2997

Diamond McCarthy LLP -- http://www.diamondmccarthy.com-- is a
boutique firm focused on high stakes complex litigation, corporate
and financial restructuring/insolvency and commercial real estate.
In addition to Los Angeles, Diamond McCarthy LLP has offices in
New York City, Houston, Dallas, Austin and Denver.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Feb. 25, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***