TCR_Public/130319.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 19, 2013, Vol. 17, No. 77

                            Headlines

4LICENSING CORP: To Issue 2.6MM Shares Under Incentive Plan
4LICENSING CORP: Pinwrest Buys IP Rights From TDG for $2.1-Mil.
500 WHITE: Case Summary & 3 Unsecured Creditors
5830 FUNSTON: Case Summary & Unsecured Creditor
625 THE MAPLE: Voluntary Chapter 11 Case Summary

ABSORBENT TECHNOLOGIES: Seeking to Sell Assets
ACCENTIA BIOPHARMACEUTICALS: Accepts Resignations of Directors
AEMETIS INC: Incurs $11.6 Million Net Loss in Fourth Quarter
AHERN RENTALS: Debtor & Lender Plans Face Off on June 3
ALETHEIA RESEARCH: Taps Dechert as Special Counsel for SEC Matters

ALETHEIA RESEARCH: Trustee Taps Baker & Hostetler, Ernst & Young
ALETHEIA RESEARCH: Committee Taps Pachulski Stang & Brandlin Firms
ALLIANCE 2009: Court Extends Exclusivity Period to April 15
ALLY FINANCIAL: Statement on Dodd-Frank Act Stress Test Results
AMBAC FINANCIAL: Expects to Recover $40-Mil. From Credit Suisse

AMEREN ENERGY: Fitch Puts Ratings on Watch Pos. After Divestiture
AMERICAN AIRLINES: U.S. Trustee Challenges Proposed Salary Hike
AMERICAN AIRLINES: Pilots Sue Leonidas to Halt Merger Suit
AMERICAN AIRLINES: TWA Seniority Dispute Moved to Bankr. Court
AMERICAN AIRLINES: Committee Wins Reimbursement of Fees

AMERICAN APPAREL: EBITDA Projections for Year Ended March 31
AMERICAN PETROLEUM: S&P Lifts CCR to 'B' & Rates $270MM Loan 'BB-'
AMERICAN RAILCAR: Moody's Withdraws All Ratings After Redemption
AMF BOWLING: No Alternative Sponsors for Plan
AMN HEALTHCARE: S&P Raises Corporate Credit Rating to 'BB-'

ANGEL FIRE: Voluntary Chapter 11 Case Summary
APPLIED MINERALS: Employments of CEO and General Counsel Approved
ARTE SENIOR: Plan Evidentiary Hearings Set for April 25 & 26
ASSOCIATED ESTATES: S&P Alters Rating Outlook to Positive
ASTORIA FINANCIAL: Fitch Rates $135MM Preferred Securities 'B'

ATARI INC: Alden Objects to Duff & Phelps' Compensation Package
ATARI INC: Sec. 341 Creditors' Meeting on April 5
ATARI INC: $5 Million Alden DIP Loan Wins Final Approval
BERRY PLASTICS: Lord Abbett Discloses 4.7% Stake at Feb. 28
BIG M: May Employ Becker Meisel as Conflicts Counsel

BIG M: Court Approves American Legal as Claims & Noticing Agent
BIG M: CBIZ Approved as Committee's Financial Advisor
BIOZONE PHARMACEUTICALS: Amends 8.3MM Shares Resale Prospectus
BITI LLC: Plan Disclosures Hearing Slated to Begin
BONDS.COM GROUP: Michel Daher Has 74.6% Equity Stake at Feb. 28

BROADCAST INTERNATIONAL: Has Until April 7 to Cure Inaccuracies
CAESARS ENTERTAINMENT: Incurs $1.5 Billion Net Loss in 2012
CARY CREEK: Hearing on Plan Objection Set for April 29 & 30
CASELLA WASTE: Moody's Rates Proposed $16 Million VEDA Bonds 'B2'
CATALYST PAPER: Incurs C$36.7 Million Net Loss in 4th Quarter

CENTENNIAL BEVERAGE: Court OKs Committee Hiring of Lain Faulkner
CENTENNIAL BEVERAGE: Court OKs Jack Martin as Special Counsel
CENTENNIAL BEVERAGE: Court OKs Committee Hiring of Munsch Hardt
CHARLIE MCGLAMRY: Wins Confirmation of Chapter 11 Plan
CLEAR CREEK: Court Confirms Chapter 11 Plan

COMMONWEALTH GROUP: Files Chapter 11 Plan
COMSTOCK MINING: Completes Offering of 5 Million Common Shares
CONVERTED ORGANICS: Incurs $8.4 Million Net Loss in 2012
COOPER-STANDARD AUTOMOTIVE: Moody's Changes Outlook to Negative
CRAWFORDSVILLE LLC: Can Employ Frost PLLC as Tax Accountants

CRAWFORDSVILLE LLC: Can Employ Variant Capital as Banker
CYCLONE POWER: Chief Executive Officer J. Landon Resigns
DCP LLC: Moody's Confirms B2 CFR & Revises Outlook to Stable
DEARBORN BANCORP: Fidelity Bank Parent Files Chapter 7
DETROIT, MI: Jones Day's Kevyn Orr Named Financial Manager

DETROIT, MI: S&P Alters Outlook to Stable on Emergency Mgr. Appt.
DETROIT, MI: Uncertainty Remains for Bondholders, Fitch Says
DEX ONE: Returns to Chapter 11 to Implement SuperMedia Merger
DEX ONE: Terms of Full-Payment Prepackaged Plan
DEX ONE: Seeks to Use Cash and Pay Prepetition Claims

DEX ONE: Asks Court to Restrict Equity Trades to Protect NOLs
DEX ONE: Case Summary & 30 Largest Unsecured Creditors
DOWLING COLLEGE: S&P Lowers Longterm Debt Rating to 'B'
DUNE ENERGY: Incurs $7.8 Million Net Loss in 2012
DYNEGY INC: Judge Morris Confirms 4 Operating Units' Joint Plan

EASTBRIDGE INVESTMENT: Now Known as Cellular Biomedicine Group
EDISON MISSION: ELPC Wants Stay Lifted to Pursue Regulatory Action
EL FARMER: Court Approves Modesto Bigas as Counsel
ELAN CORP: S&P Affirms 'B+' CCR; Outlook Stable
FERRAIOLO CONSTRUCTION: Maine Contractor Files for Chapter 11

FISKER AUTO: Chinese Group Backs Out of Sale Talks
FLYBOY AVIATION: Case Summary & 4 Unsecured Creditors
G & G LUMBER: Case Summary & 20 Largest Unsecured Creditors
GARY PHILLIPS: Files Chapter 11 Plan of Reorganization
GEOKINETICS INC: April 8 Set as Claims Bar Date

GILBERT AUTO: Bankruptcy Stays Lawsuits Against Dealership
GREENWOOD CROSSING: Case Summary & 9 Unsecured Creditors
GROUP FREMONT: Case Summary & 4 Unsecured Creditors
GROVES IN LINCOLN: Section 341(a) Meeting Scheduled for April 9
HORIZON LINES: Terminates Registration of Securities

HORIZON LINES: Pioneer Owns 36.8% Class A Shares as of Dec. 31
HOTEL AIRPORT: Plan Confirmation Hearing on Thursday
HOVNANIAN ENTERPRISES: Shareholders Elect Seven Directors
INFINITY AUGMENTED: Inks Services Agreements with Agam, et al.
INMET MINING: Moody's Keeps B1 CFR & Revises Outlook to Negative

INNOVATIVE FOOD: Obtains Loan From Fifth Third to Buy Building
INTELLIPHARMACEUTICS INT'L: Annual Meeting Scheduled for March 28
INTELSAT SA: Board Appoints David McGlade Chairman and CEO
INTERSTATE PROPERTIES: Can Hire O'Neal & Associates as Accountant
INTERSTATE PROPERTIES: Court OKs Freisem Macon as Special Counsel

IZEA INC: Secures $1.5 million Credit Facility From Bridge Bank
JAMES RIVER: To Issue 1 Million Shares Under 2012 Incentive Plan
JAMES RIVER: Incurs $138.9 Million Net Loss in 2012
JEFFERIES FINANCE: $500MM Bond Issue Gets Moody's 'B1' Rating
JEFFERSON COUNTY, AL: To File Adjustment Plan Within 75 Days

KATHLEEN MORRIS: Barred From Filing Another Chapter 11 Petition
LEHMAN BROTHERS: Creditors Can Subpoena JPM Trader, Judge Says
LEHMAN BROTHERS: Settles Suits on Liberty Derivatives Deals
LEHMAN BROTHERS: $1.404 Billion Recovered From ADR Settlements
LEHMAN BROTHERS: Deutsche Borse Facing EUR115MM Claim

LEONARD FARBER: Voluntary Chapter 11 Case Summary
LIBERTY HARBOR: Exclusive Plan Filing Date Extended Until April 22
LIFECARE HOLDINGS: Doctrine of Necessity Used to OK Bonuses
LIFECARE HOLDINGS: 2nd Changes to Patient Care Ombudsman Order
LIFECARE HOLDINGS: Taps C. Walker as CFO, Huron for Support Staff

LIFESTYLE DESIGN: Case Summary & 5 Largest Unsecured Creditors
LPATH INC: Incurs $2.7 Million Net Loss in 2012
LTS GROUP: Moody's Assigns 'B2' CFR; Ratings Outlook Stable
LTS GROUP: S&P Assigns 'B' CCR & Rates $1.175BB Facilities 'B'
LVNV FUNDING: Facility Amendment No Impact on Moody's Ratings

MAROT RENTAL: Case Summary & 11 Unsecured Creditors
MCMORAN EXPLORATION: S&P Retains 'B-' CCR on CreditWatch
MDC PARTNERS: $50MM Loan Upsize No Impact on Moody's B2 CFR
MEDYTOX SOLUTIONS: Borrows Additional $800,000 From TCA
MORE CHOO: Case Summary & Largest Unsecured Creditor

NAKNEK ELECTRIC: Plan Confirmation Hearing Set for March 21
NATIONAL AUTOMOTIVE: A.M. Best Cuts Finc'l Strength Rating to 'C'
NATIONAL HOLDINGS: Bill Lerner and Fred Powers Elected to Board
NEWLEAD HOLDINGS: Has 37.2MM Shares Available Under 2005 Plan
NEXSTAR BROADCASTING: Reports $182.5 Million Net Income in 2012

NORTH FOREST: S&P Affirms 'B' Rating on General Obligation Debt
NATIONAL CONVERTING: Voluntary Chapter 11 Case Summary
OMEGA HOME: Case Summary & 20 Largest Unsecured Creditors
OVERLAND STORAGE: Amends Note Purchase Pact with Cyrus, et al.
PACIFIC RUBIALES: Fitch Rates Proposed $1 Billion Debt 'BB+'

PANDA TEMPLE II: S&P Gives Prelim. 'B' Rating to $372MM Sec. Loan
PATRIOT COAL: Brody Gets Mine Act Violations Notice From MSHA
PEDEVCO CORP: Posts Initial Production Rate of 3rd Niobrara Well
PEDEVCO CORP: Mary Ingriselli Holds 7.5% Stake at March 7
PENSON WORLDWIDE: Court Grants Bid to Honor D&O Obligations

PETROLOGISTICS LP: Moody's Rates New $365MM Senior Notes 'B2'
PETROLOGISTICS LP: S&P Assigns 'B' CCR & Rates $365MM Notes 'B'
PLAINS EXPLORATION: S&P Retains 'BB-' CCR on CreditWatch
PLC SYSTEMS: Alpha Capital Discloses 9.9% Stake at March 14
PLC SYSTEMS: Brio Capital Discloses 9.9% Stake at March 15

PLY GEM HOLDINGS: Incurs $39 Million Net Loss in 2012
PPL CAPITAL: Fitch Rates $450MM Junior Subordinated Notes 'BB+'
PROVIDENT COMMUNITY: Incurs $409,000 Net Loss in Fourth Quarter
QUANTUM CORP: Amends 2012 Form 10-K to Revise Auditor's Report
QUANTUM CORP: Peter Feld Holds 16.4% Equity Stake at March 13

RACEWAY MARKET: Case Summary & 9 Unsecured Creditors
REALOGY CORP: Completes Refinancing of Senior Credit Facility
REVEL AC: Inks Fourth Amendment to JPMorgan Credit Agreement
REVSTONE INDUSTRIES: Hearing on Further Use of Cash March 19
RHYTHM AND HUES: Can Hire Houlihan Lokey as Investment Banker

RHYTHM AND HUES: Has Court's Nod to Hire John Hedge as CRO
RICHLAND TOWERS: Fitch Affirms 'BB-' Rating on $45MM Class B Notes
RIVERPLACE SHOPS: Case Summary & 9 Unsecured Creditors
ROTECH HEALTHCARE: To File for Ch. 11 with Pre-Arranged Plan
SCHOOL SPECIALTY: Incurs $109.9 Million Net Loss in Jan. 26 Qtr.

SEALY CORP: Paul Glazer Discloses 11.6% Stake at March 12
SEDONA DEVELOPMENT: Agrees to Plan Modifications
SEDONA DEVELOPMENT: Gets Court OK to Obtain $300,000 DIP Loans
SHILO INN: Parties Defer Plan Confirmation Hearing to April
SIKOTARMAA LLC: Voluntary Chapter 11 Case Summary

SIONIX CORP: Appoints Dr. Rex Crick as Chief Operating Officer
SNO MOUNTAIN: Files List of 20 Top Unsecured Creditors
SOLAR POWER: Enters Into Development Agreement with Solar Hub
SOUTHERN ONE: Court Extends Exclusive Plan Filing to June 1
SPOTLIGHT PROPERTIES: Case Summary & 5 Unsecured Creditors

STABLEWOOD SPRINGS: Has 4th Interim Order to Use Cash
STOCKTON PUBLIC: Fitch Keeps 'BB+' Rating on Watch Negative
SUN PRODUCTS: $75MM Note Upsize No Impact on Moody's 'B2' CFR
SUNTECH POWER: Some Bondholders Mull Suit to Force Payment
SUPERMEDIA INC: Returns to Chapter 11 to Implement Dex One Merger

SUPERMEDIA INC: Lenders and Shareholders Accept Prepack Plan
SUPERMEDIA INC: Seeks to Use Cash and Pay Prepetition Claims
SUPERMEDIA INC: To Monitor Equity Trading to Protect NOLs
SUPERMEDIA INC: Case Summary & 30 Largest Unsecured Creditors
T.J.R.-V CORP: Case Summary & 12 Largest Unsecured Creditors

T3 MOTION: Inks Waiver Pact to Allow Issue of $646,750 Debenture
TAKEHIKO MURAKAMI: Chapter 15 Case Summary
THQ INC: Needs More Bonuses to Complete Chapter 11 Liquidation
TRANSGENOMIC INC: Registers 24.9 Million Common Shares
VALIDUS INTERNATIONAL: Voluntary Chapter 11 Case Summary

VELATEL GLOBAL: Further Amends China Motion Stock Purchase Pact
VIGGLE INC: Obtains $10MM Loan Commitment From Deutsche Bank
VITESSE SEMICONDUCTOR: Stockholders Elect 7 Directors
WELCH ENTERPRISES: Hires Barry Friedman as Counsel
WEST CORP: Amends 21.3 Million Common Shares Prospectus

WILLIAMS LOVE: Law Firm Emerges From Chapter 11 Bankruptcy
WIZARD WORLD: Amends 2011 Form 10K and Quarterly Reports
WORLDWIDE FOREIGN: Updated Case Summary & Creditors' Lists
XTREME IRON: Creditor Asks Court to Prohibit Cash Collateral Use
XTREME IRON: Court Denies Creditor's Bid for Conversion

ZALE CORP: Reports $41.2 Million Net Earnings in Jan. 31 Quarter
ZOGENIX INC: Incurs $47.4 Million Net Loss in 2012

* Repeat Filers May Confirm Plan Absent Automatic Stay
* Bankrupts Who Lied on Credit Counseling Can't Seek Case Dismisal

* Fitch Issues 2012 Global Corporate Rating Transition and Default
* Fitch Says Global Economy Lagging Financial Recovery
* Fitch Reports Mixed Performance in 2012 Global SF Rating

* Laurie Silverstein Named American College of Bankruptcy Fellow

* Large Companies With Insolvent Balance Sheets

                            *********

4LICENSING CORP: To Issue 2.6MM Shares Under Incentive Plan
-----------------------------------------------------------
4Licensing Corporation, formerly 4Kids Entertainment, filed with
the U.S. Securities and Exchange Commission a Form S-8
registration statement to register 2,600,000 shares of common
stock of the Company issuable under the Equity Incentive Plan for
a proposed maximum aggregate offering price of $806,000.  A copy
of the prospectus is available at http://is.gd/QRZOqL

                    About 4Licensing Corporation

4Licensing Corporation is a licensing company specializing in the
youth oriented market.  Through its subsidiaries, 4LC licenses
merchandising rights to popular children's television series,
properties and product concepts, builds up brands through
licensing, develops ideas and concepts for licensing and plans to
forge new license relationships in the sports licensing industry
and develop private label goods that will be sold to retail or
directly to consumers.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.

As reported by the TCR on Dec. 17, 2012, U.S. Bankruptcy
Judge Shelley C. Chapman confirmed the Debtor's Chapter 11 plan.


4LICENSING CORP: Pinwrest Buys IP Rights From TDG for $2.1-Mil.
---------------------------------------------------------------
Pinwrest Development Group, LLC, a Delaware limited liability
company, in which 4LC Technology, Inc., a wholly owned subsidiary
of 4Licensing Corporation, owns 70% of the membership interests,
entered into an Asset Purchase Agreement with The Dodd Group LLC,
a Texas limited liability company, Mark Dodd, Oak Stream Investors
II, Ltd., Paramount Capital Investments (Private Equity), LLC,
STELAC SPV VIII LLC, Greg S. Oliver and David B. Feldman, pursuant
to which, Pinwrest acquired certain assets including intellectual
property rights from TDG for a purchase price of $2.1 million.
Under the Asset Purchase Agreement, each of TDG and Pinwrest made
certain customary representations and warranties and indemnities.

The assets and intellectual property rights acquired by Pinwrest
include (i) the U.S. Patent 8,220,072 ("'072 Patent") and three
patent continuation applications currently under review by the
United States Patent and Trademark Office ("USPTO") (i.e., U.S.
Patent Application Ser. Nos. 12/471,252, 12/945,627, 13/545,381),
(ii) other intellectual property owned or licensed by TDG
(including a registered trademark, "isoBLOX"), and (iii) certain
contracts and contract rights.

The '072 Patent covers a protective shin guard consisting of an
elastomeric sleeve within which is deposited protective plastic
material consisting of rigid plates joined together by living
hinges.  The protective plastic material is solid enough to
provide protection, flexible enough to better fit the wearer of
the shin guard and lightweight.  The protective material uses a
combination of energy dispersion and absorption to diffuse the
impact on the wearer of the protective gear.

Pinwrest will be prosecuting the three patent continuation
applications in the USPTO.  These patent continuation applications
seek to obtain patent protection for additional protective
equipment using the "isoBLOX technology".

Pursuant to the Asset Purchase Agreement, on Feb. 14, 2013,
Pinwrest also entered into an intellectual property agreement, a
consulting agreement and a non-compete agreement with Dodd.

() Intellectual Property Agreement

The Intellectual Property Agreement, dated Feb. 14, 2013, between
Pinwrest and Dodd, President of TDG and inventor of the isoBLOX
technology, provides that Dodd has the exclusive, irrevocable
right to use or license the isoBLOX technology in the footwear
category.  Under the IP Agreement, if Dodd manufactures products
in the footwear category using the isoBLOX technology or Dodd
licenses the isoBLOX technology to third parties for use in
products in the footwear category, Dodd will pay Pinwrest a
royalty equal to certain percentages of the revenues received by
Dodd.  The IP Agreement further provides that if Dodd receives an
offer from a third party seeking to acquire the rights licensed to
Dodd pursuant to the IP Agreement, Pinwrest will have the right of
first refusal to acquire the rights or business which Dodd is
seeking to transfer or sell.  If Pinwrest declines to exercise its
right of first refusal and the proposed transaction is
consummated, Pinwrest is entitled to 5% of the proceeds paid by
the third-party with respect to such transfer or sale.

A copy of Asset Purchase Agreement is available at:

                        http://is.gd/OaeZ63

A copy of the Intellectual Property Agreement is available at:

                        http://is.gd/2UUsCZ

                    About 4Licensing Corporation

4Licensing Corporation, formerly known as 4Kids Entertainment,
Inc., is a licensing company specializing in the youth oriented
market.  Through its subsidiaries, 4LC licenses merchandising
rights to popular children's television series, properties and
product concepts, builds up brands through licensing, develops
ideas and concepts for licensing and plans to forge new license
relationships in the sports licensing industry and develop private
label goods that will be sold to retail or directly to consumers.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.

As reported by the TCR on Dec. 17, 2012, U.S. Bankruptcy
Judge Shelley C. Chapman confirmed the Debtor's Chapter 11 plan.


500 WHITE: Case Summary & 3 Unsecured Creditors
-----------------------------------------------
Debtor: 500 White Lane LP
        500 White Lane #1
        Bakersfield, CA 93307

Bankruptcy Case No.: 13-11766

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Fredrick E. Clement

Debtor's Counsel: D. Max Gardner, Esq.
                  THE LAW OFFICES OF YOUNG WOOLDRIDGE, LLP
                  1800 30th St 4th Fl
                  Bakersfield, CA 93301-5298
                  Tel: (661) 327-9661
                  E-mail: dmgardner@youngwooldridge.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its three largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/caeb13-11766.pdf

The petition was signed by Robert J. Hernandez.


5830 FUNSTON: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: 5830 Funston Inc.
        5730 Dawson Street
        Hollywood, FL 33023

Bankruptcy Case No.: 13-15902

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Peter E. Shapiro, Esq.
                  SHAPIRO LAW
                  1351 Sawgrass Corporate Parkway
                  Suite 101
                  Fort Lauderdale, FL 33323
                  Tel: (954) 317-0133
                  Fax: (954) 742-9971
                  E-mail: pshapiro@shapirolawpa.com

Scheduled Assets: $1,567,984

Scheduled Liabilities: $614,497

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Gulfstream Insurance      General liability      Unknown
Agency, Inc.              and property
5833 Johnson Street       coverage
Hollywood, FL 33021-5635

The petition was signed by Henry Olstein, president.


625 THE MAPLE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 625 The Maple Dale Country Club, Inc.
        180 Maple Dale Circle
        Dover, DE 19904

Bankruptcy Case No.: 13-10521

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Donna L. Harris, Esq.
                  PINCKNEY, HARRIS & WEIDINGER, LLC
                  1220 N. Market Street, Suite 950
                  Wilmington, DE 19801
                  Tel: (302) 504-1499 - Direct
                  Fax: (302) 442-7046
                  E-mail: dharris@phw-law.com

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

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

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

The petition was signed by John C. Still, III, president.


ABSORBENT TECHNOLOGIES: Seeking to Sell Assets
----------------------------------------------
Nicole Friedman, writing for The Oregonian, reports that Absorbent
Technologies Inc. is seeking a buyer for its assets and property,
according to the company's lawyer.  At this point, "we are
maintaining the company for the purpose only of lining up
potential bidders" to buy Absorbent Technologies, Gary Scharff,
the company's attorney, said.  The company knows of one interested
buyer and hopes to sell within three to four months, he said.

According to the report, Mr. Scharff said Absorbent Technologies
owes between $15 million and $20 million in debt to roughly 185
creditors.  It has between $10 million and $50 million in assets
and expects it can repay its debts, according to its bankruptcy
filing.

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.

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

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

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


ACCENTIA BIOPHARMACEUTICALS: Accepts Resignations of Directors
--------------------------------------------------------------
Accentia Biopharmaceuticals, Inc.'s Board of Directors accepted
the retirement and resignations of:

   (a) Douglas W. Calder as Vice President, Strategic Planning &
       Capital Markets;

   (b) Edmund C. King as director, lead director, audit committee
       financial expert, Chairman of the Audit Committee and
       member of the Audit Committee, Compensation Committee
       and the Nominating and Governance Committee of the Board of
       Directors; and

   (c) Christopher C. Chapman, M.D., as director and member of the
       Audit Committee, Compensation Committee and the Nominating
       and Governance Committee of the Board of Directors.

The resignations were voluntary and did not result from any
disagreement with the Company known to the executive officers of
the Company on any matter relating to the Company's operations,
policies or practices.

                  About Accentia Biopharmaceuticals

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

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

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

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


AEMETIS INC: Incurs $11.6 Million Net Loss in Fourth Quarter
------------------------------------------------------------
Aemetis, Inc., reported a net loss of $11.6 million on $47.2
million of revenue for the three months ended Dec. 31, 2012, as
compared with a net loss of $2.2 million on $57.3 million of
revenue for the same period during the prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $9.1 million on $189 million of revenue, as compared with a net
loss of $18.3 million on $141.9 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $97.2 million
in total assets, $91.6 million in total liabilities and $5.6
million in total stockholders' equity.

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

                        http://is.gd/hOf5oh

                          About Aemetis

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


AHERN RENTALS: Debtor & Lender Plans Face Off on June 3
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ahern Rentals Inc. and its second-lien lenders will
face off at a confirmation hearing beginning June 3, each trying
to convince U.S. Bankruptcy Judge Bruce T. Beesley in Reno,
Nevada, that its reorganization plan is the one worthy of the
court's blessing.

The report recounts the Debtor lost the exclusive right to propose
a reorganization in December, when Judge Beesley said the company
failed to negotiate in good faith after a year in Chapter 11.  The
lenders responded in February by filing a plan of their own to
compete with Ahern's reorganization proposal.

According to the report, Judge Beesley signed an order on March 15
approving disclosure materials explaining both plans.  Unsecured
creditors are the beneficiaries of the dispute between Ahern and
the lenders because both plans propose to pay them in full.  The
lenders' plan fully pays unsecured creditors when the plan is
implemented.  The company plan pays them over a year, thus giving
unsecured creditors the right to vote only on the company plan.
The official creditors' committee isn't taking a position about
which plan is best.

The report notes that should Judge Beesley conclude that both
plans pass muster, bankruptcy law forces him to pick one for
confirmation.

Ahern's plan offers the junior lenders $160 million cash and new
debt if they accept the plan.  If they don't, they're slated to
receive all new debt, for eventual full payment.  The lenders'
plan pays all creditors in full other than the $267.7 million in
second-lien debt that converts to equity.

The $236.7 million in principal amount of 9.25% second-lien notes
last traded on Feb. 27 for 71 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The notes more than tripled in price since
December 2011.

                        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.


ALETHEIA RESEARCH: Taps Dechert as Special Counsel for SEC Matters
------------------------------------------------------------------
Aletheia Research And Management, Inc., seeks permission from the
U.S. Bankruptcy Court for the Central District of California to
employ Dechert LLP as special litigation counsel, with respect to
a pending investigation by the Securities and Exchange Commission.

Dechert, among others, will prepare and file a "Wells Submission"
to respond to the SEC's Nov. 14, 2012, Wells Notice; and prepare
and file pleadings necessary to represent and defend the Debtor in
the case captioned, SEC v. Aletheia Research and Management Inc.,
et al., Case No. 12-cv-10692-JFW-(RZx)(C.D. Cal., complaint filed
on Dec. 14, 2012).  Dechert will be jointly representing the
Debtor and Peter J. Eichler, Jr., Chairman, CEO and CIO of
Aletheia, in the SEC case.

The firm's hourly rates for principal attorneys who will work on
the case are:

     Matthew Larrabee        $985
     Robert A. Robertson     $745
     Joshua Hess             $705
     Joseph P. Kelly, III    $700
     William Horn            $495

Hourly rates for the firm's attorneys generally range from $440 to
$985.  Aletheia owes Dechert $27,259 for legal services rendered
prepetition.

The Debtor believes the Court may authorize the proposed
employment of Dechert pursuant to Section 327(e) of the Bankruptcy
Code.

                     About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  Avant Advisory Group, LLC, is the financial advisor.  The
board voted in favor of a bankruptcy filing due to the Company's
financial situation and ongoing litigation.

According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.  An official committee of unsecured
creditors was appointed in December 2012.  The Committee is
represented by Pachulski Stang Ziehl & Jones LLP while Brandlin &
Associates provides financial advisory services.

Jeffrey I. Golden was appointed as Chapter 11 Trustee in January
2013.  Baker & Hostetler LLP is the Trustee's special counsel and
Ernst & Young LLP is his advisory services provider.


ALETHEIA RESEARCH: Trustee Taps Baker & Hostetler, Ernst & Young
----------------------------------------------------------------
Jeffrey I. Golden as Chapter 11 Trustee in Aletheia Research and
Management, Inc.'s bankruptcy case, sought and obtained permission
from the U.S. Bankruptcy Court for the Central District of
California to employ Baker & Hostetler LLP as special counsel and
Ernst & Young LLP as advisory services provider.

Baker & Hostetler will provide advice regarding Securities and
Regulatory Issues and provide Financial Investigation Services.
The firm will be compensated based on its hourly rates:

     Partners and Counsel            $450 - $790
     Associates                      $250 - $390
     Other Professionals             $175 - $250

Ernst & Young, among others, will be determining current status of
situation and investments including identifying and understanding
assets and liabilities; analyzing data and building knowledge of
affairs underlying investments and fund flows to advise the
Trustee with respect to his strategy; meeting with the Debtor's
investment manager and analyzing his assessment of traded
securities and positions; etc.  The firm will be paid based on its
hourly rates, which currently range from $250 to $800:

     Partner/Principal/Executive Director   $650 - $800
     Senior Manager                         $550 - $650
     Manager                                $450 - $550
     Senior                                 $350 - $450
     Staff                                  $250 - $350

Both firms attested that they do not hold an interest adverse to
the Debtor in matters for which they are retained.

                     About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  Avant Advisory Group, LLC, is the financial advisor.  The
board voted in favor of a bankruptcy filing due to the Company's
financial situation and ongoing litigation.

According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.  An official committee of unsecured
creditors was appointed in December 2012.  The Committee is
represented by Pachulski Stang Ziehl & Jones LLP while Brandlin &
Associates provides financial advisory services.

Jeffrey I. Golden was appointed as Chapter 11 Trustee in January
2013.  Baker & Hostetler LLP is the Trustee's special counsel and
Ernst & Young LLP is his advisory services provider.


ALETHEIA RESEARCH: Committee Taps Pachulski Stang & Brandlin Firms
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Aletheia Research
and Management, Inc.'s bankruptcy case, sought and obtained
permission from the U.S. Bankruptcy Court for the Central District
of California to employ Pachulski Stang Ziehl & Jones LLP as
counsel and Brandlin & Associates as financial advisor.

The Committee has retained the Pachulski firm for the primary
purpose of attempting to maximize the amount of money that would
be made available to be distributed to the Debtor's unsecured
creditors.  The attorneys currently expected to be principally
responsible for the case and their hourly rates are:

     Dean A. Ziehl                $955
     Jeffrey N. Pomerantz         $815
     Steven J. Kahn               $745
     Shirley S. Cho               $675

The paralegal assigned to the case is Felice Harrison with an
hourly rate of $275.

Pachulski's attorneys are disinterested persons under Section
101(14) of the Bankruptcy Code, the Committee attests.

Brandlin, among others, will be assisting the Committee in its
evaluation of the Debtor's cash flow forecast and other
projections; performing forensic investigating services regarding
prepetition activities in order to identify potential causes of
action; and analyzing transactions with insiders.

Subject to an Initial Fee Cap of $25,000, Brandlin will charge its
normal hourly rates:

     Principal                  $450
     Senior Consultants         $410 - $425
     Consultants                $225 - $275
     Paraprofessionals          $150
     Administrative Staff       $100
     Bookkeeping                 $60

The Brandlin professionals that will primarily responsible for the
engagement and their hourly rates are:

     Jeff Brandlin              $450
     David Bell                 $410
     Anthony Granato            $325

Brandlin conducted a conflict check within its database and thus
far has not encountered any creditors of the Debtor with which an
actual conflict exists between Brandlin and those creditors.

                     About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  Avant Advisory Group, LLC, is the financial advisor.  The
board voted in favor of a bankruptcy filing due to the Company's
financial situation and ongoing litigation.

According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.  An official committee of unsecured
creditors was appointed in December 2012.  The Committee is
represented by Pachulski Stang Ziehl & Jones LLP while Brandlin &
Associates provides financial advisory services.

Jeffrey I. Golden was appointed as Chapter 11 Trustee in January
2013.  Baker & Hostetler LLP is the Trustee's special counsel and
Ernst & Young LLP is his advisory services provider.


ALLIANCE 2009: Court Extends Exclusivity Period to April 15
-----------------------------------------------------------
The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee has granted Alliance 2009, LLC's
request to extend the time within which Debtor may exclusively
file and confirm a Chapter 11 plan of reorganization an additional
30 days to April 15, 2013.

The Debtor said that it has not delayed in administering the case,
and that it has made significant progress in preserving and
maximizing the value of the Debtor's estate.  The Debtor has
successfully negotiated agreements with some creditors regarding
the disposition of those creditors' claims and collateral, and are
diligently working toward confirmation.

The Debtor said that it is paying its postpetition obligations,
making adequate protection payments to secured creditors each
month, hasn't missed any payments, and has sufficient cash flow
and cash on hand to continue making the payments on an on-going
basis.

The Debtor stated that without an extension of the exclusivity
period, it may not have an opportunity to obtain confirmation of
its plan or otherwise obtain a consensual business solution prior
to the filing of some competing plan.

The Debtor said it has very few employees and continues to balance
the costs of personnel with the need to make progress in the case.

                        Chapter 11 Plan

According to the Debtor, the motion to extend the exclusivity
period is necessitated, in part, by the request of several
creditors for time before the hearing on the disclosure statement
and the confirmation hearing in which to discuss the Debtor's plan
and potential business solutions.  The Debtor filed the disclosure
statement and plan of reorganization on Jan. 15.  No objections
have been filed as to the adequacy of the information in the
disclosure statement.

Under the Plan, the Debtor's cash on hand as of the Petition Date
and cash generated from the operation of its business after the
Petition Date will be sufficient to make all payments due on the
effective date and to provide Debtor with adequate working capital
to conduct its on-going business and to provide a cushion in the
event of a temporary downturn in business after the Effective
Date.  Cash generated from the operation of the Debtor's business
after the Effective Date will generate sufficient cash flow
to make all payments due under the Plan, except for the final
payments due the Classes 2 through 5 and Class 7 Claimants on the
fifth anniversary of the Effective Date ofthe Plan.

A copy of the disclosure statement is available for free at:

           http://bankrupt.com/misc/ALLIANCE_2009_ds.pdf

The hearing on the Disclosure Statement is set for April 2, 2013,
at 9:00 a.m.

                      About Alliance 2009

Alliance 2009, LLC, filed a bare-bones Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 12-08515) on Sept. 17, 2012.  Bankruptcy Judge
Marian F. Harrison presides over the case.  Harwell Howard Hyne
Gabbert & Manner PC, serves as the Debtor's counsel.  The Debtor
estimated assets of $10 million to $50 million and up to debts of
up to $10 million as of the Chapter 11 filing.

In May, Regions Bank filed a lawsuit against Alliance 2009 and
Milton A. Turner (N.D. Ala. 2:2012cv01789) for breach of contract.
According to the Birmingham Business Journal, the lawsuit was on
account of the Debtor's failure to pay a $7.5 million loan.  The
lawsuit claims the borrower failed to make payments due Oct. 15,
2011, on the $7.5 million loan made in December 2010.  Mr. Turner
guaranteed the debt.


ALLY FINANCIAL: Statement on Dodd-Frank Act Stress Test Results
---------------------------------------------------------------
Ally Financial believes that the Federal Reserve's analysis of
Ally's capital adequacy for the Dodd-Frank Act Stress Test (DFAST)
is fundamentally flawed and, while the Fed has not provided
details, the analysis is inconsistent with historical experience
in the most stressed periods in Ally's business.

While Ally appreciates the Fed's role in ensuring that financial
institutions have adequate capital during stressed situations,
using flawed assumptions could have lasting adverse impacts on the
economy, including ultimately causing banks to reduce certain key
lending categories.  For example, Ally believes the loss rates
assumed for the automotive finance business are implausible, even
in dire economic situations.  The auto finance sector, in fact,
has historically been one of the best performing asset classes
during economic downturns.

Regardless of the DFAST results, Ally continues to have strong
capital levels and ample liquidity to support its automotive
finance operations.  In addition, Ally Bank continues to be a
well-capitalized bank with a leading position in the market.

Moreover, if the Fed has significant concerns about Ally's capital
adequacy, it can immediately initiate a conversion of
approximately $5.9 billion of existing capital that can be fully
converted into Tier 1 common equity at their discretion.  If the
Fed had converted this capital, Ally's Tier 1 common ratio would
have been 7.6%, which would have been materially in line with the
industry average for the 18 banks in the DFAST analysis.

A copy of the Comprehensive Capital Analysis and Review 2013 is
available for free at http://is.gd/rJLUV7

                        About Ally Financial

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

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

The Company's balance sheet at Dec. 31, 2012, showed
$182.34 billion in total assets, $162.44 billion in total
liabilities, and $19.89 billion in total equity.  Ally Financial
Inc. reported net income of $1.19 billion for the year ended
Dec. 31, 2012, as compared with a net loss of $157 million during
the prior year.

                           *     *     *

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

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

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

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


AMBAC FINANCIAL: Expects to Recover $40-Mil. From Credit Suisse
---------------------------------------------------------------
During 2002 and 2003 Ambac Financial Group, Inc., recognized
investment realized losses of approximately $150 million relating
to its $174.5 million investment in asset-backed notes issued by
National Century Financial Enterprises, Inc.  These notes, which
were backed by health care receivables and rated triple-A until
Oct. 25, 2002, defaulted and NCFE filed for protection under
Chapter 11 of the U.S. Bankruptcy Code in November 2002.

In connection with a full and final settlement of a lawsuit
brought by NCFE bondholders against Credit Suisse Securities LLC,
the Company expects to receive additional cash recoveries of
approximately $40 million in April 2013.  This recovery will be
recognized within net income in 2013.

                      About Ambac Financial

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

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

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

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

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

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

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

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

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

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


AMEREN ENERGY: Fitch Puts Ratings on Watch Pos. After Divestiture
-----------------------------------------------------------------
Fitch Ratings has placed Ameren Energy Generating Co.'s ratings on
Rating Watch Positive following the announcement by Ameren Corp.,
Genco's ultimate parent company, that it has entered into a
definitive agreement to divest its merchant generation business,
Ameren Energy Resources Company, to an affiliate of Dynegy Inc.
The transaction is expected to close in the fourth quarter of
2013. Fitch has also affirmed the ratings of AEE and its two
regulated utility subsidiaries, Union Electric Co. and Ameren
Illinois Co. The Rating Outlook remains Stable.

The transaction bears no impact on the credit ratings of UE and
AIC.

AEE has estimated the net total value benefits associated with the
announced divestiture to be approximately $900 million. It
includes removal of the $825 million principal amount of Genco
senior notes from AEE's consolidated balance sheet and an
estimated $180 million, at present value, of tax benefits expected
to be substantially realized in 2015. AEE expects to record an
after-tax write-off in the range of $300 million in the first
quarter of 2013 related to the divestiture.

Key Rating Drivers

The Watch Positive on Genco's ratings reflects Fitch's view that,
under Dynegy's ownership, the risk of significant loss from
carrying Genco's debt has reduced for Genco's bond holders. AEE
had stated in past announcements that it had considered
restructuring of Genco's debt a possibility, which could have
negatively impacted bond holders.

Fitch expects the transaction to provide incremental liquidity to
Genco that should allow the firm to meet its business obligations
in the near-term and minimize pressure on cash flows. Genco's
expected liquidity at closing amounts to $203 million in cash,
including $133 million from the exercise of the put option
agreement between AEE and an affiliate, and approximately $60
million for general corporate purposes. Further supporting Genco's
liquidity profile is net working capital at closing estimated at
$160 million.

As additional financial support, AEE has committed to provide
guarantees and collateral support for various Genco's financial
contracts secured by AER assets for up to 24 months, and supported
by a $25 million guarantee from Dynegy.

Genco's cash flows also stand to benefit from the expected sale of
AEE's three natural-gas fired plants which AEE acquired upon
execution of the put option agreement. Should the assets be sold
within two years of the divestiture, the after-tax proceeds
realized in excess of the $133 million initially paid will be due
to Genco.

Fitch's rating concerns revolve around the capacity of Genco to
fund capital expenditures related to the installation of pollution
control equipment at the Newton plant, which is expected to ramp
up in 2018 and 2019. Dynegy estimates the total cost of the
project to be approximately $500 million. Approximately $240
million was spent as of Dec. 31, 2012.

Another rating concern relates to the ability of Genco to
repay/refinance $300 million of long-term debt that matures in
2018. A significant recovery in power prices will be critical for
Genco to successfully address its capex and debt obligations, in
Fitch's view.

Successful closing of the transaction under the terms as currently
stipulated would likely lead to a one-notch upgrade at Genco.

The transaction is subject to various regulatory approvals,
including from the FERC, and the Illinois Pollution Control Board
for the transfer of the variance to the Illinois Multi-Pollutant
Standard that was granted to AER in September 2012. The variance
delayed compliance with the Illinois standard from 2015 to 2020.

Fitch considers the divestiture from the merchant business to be
credit positive to AEE as it significantly lowers the company's
business risk and allows it to focus on growing its more stable
and predictable regulated utility businesses.

Fitch notes that the merchant divestiture does not provide
immediate cash benefits to AEE, and the firm retains some level of
financial exposure in the near term to Genco, mainly due to
various guarantees and other form of financial support AEE has
committed to provide as part of the transaction. AEE will continue
to retain existing pension obligations of AER, estimated at
approximately $75 million pre-tax.

Fitch does expect the removal of the merchant business to
strengthen AEE's credit protection measures, and a successful
closing of the transaction could lead to a rating action at AEE.
AEE's credit protection measures are solid for the 'BBB' rating
category, with FFO-to-interest expense of 4.6x and FFO-to-debt,
24.2%, for the year ended Dec. 31, 2012.

Rating Sensitivities

Positive Rating Actions:

AEE: Stronger credit protection measures resulting from the exit
of the merchant business could result in a positive rating action.

UE: No positive rating action is contemplated at this time.
AIC: A constructive rate order in AIC's next FRP proceeding that
indicates less regulatory uncertainty could lead to a one-notch
upgrade.

Genco: successful completion of the transaction under the terms as
currently stipulated would likely lead to a one-notch upgrade

Negative Rating Actions:

AEE: Adverse rate orders at the utilities could pressure the
ratings.

UE: Deterioration of the regulatory environment in Missouri could
lead to a rating action. The inability to earn a return of and on
capital investments or to recover capital costs on a timely basis.

AIC: Unfavorable rate outcomes in future annual FRP proceedings
and the inability to recover operating costs and capital
investments on a timely basis would have a negative effect on
credit protection measures.

Genco: A negative rating action is unlikely given Genco's current
rating levels and the placement of ratings on Watch Positive.

Fitch has taken the following ratings actions:

The following ratings were placed on Rating Watch Positive:

Ameren Energy Generating Company

-- IDR at 'CC';
-- Senior unsecured debt at 'CCC-/RR3'.

Fitch has affirmed the following ratings with a Stable Outlook:

Ameren Corporation

-- IDR at 'BBB';
-- Senior unsecured at 'BBB';
-- Commercial paper at 'F2';
-- Short-term IDR at 'F2'.

Union Electric Company

-- Long-term IDR at 'BBB+';
-- Secured debt at 'A';
-- Senior unsecured debt at 'A-';
-- Preferred stock at 'BBB';
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

Ameren Illinois Company

-- Long-term IDR at 'BBB-';
-- Secured debt at 'BBB+';
-- Senior unsecured debt at 'BBB';
-- Preferred stock at 'BB+';
-- Short-term IDR at 'F3';
-- Commercial Paper at 'F3';
-- Senior secured pollution control revenue refunding bonds
    series 1998B issued by the Illinois Development Finance
    Authority at 'BBB+';
-- Senior unsecured pollution control revenue refunding bonds
    series 1993C-1 issued by the Illinois Development Finance
    Authority at 'BBB'.


AMERICAN AIRLINES: U.S. Trustee Challenges Proposed Salary Hike
---------------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reports that
Tracy Hope Davis of the U.S. Trustee's office on Friday filed
objections to certain employee wage increases, as well as a
proposed $19.9 million exit package for AMR Corp.'s chief
executive, Tim Horton, which are part of AMR and US Airways Group
Inc.'s merger plan.  According to Ms. Davis, AMR failed to explain
"why the sweeping changes to their various employee compensation
plans are permissible" under the U.S. Bankruptcy Code.

WSJ notes Mr. Horton, AMR's chairman and CEO, is in line to
receive severance of $19.9 million, half in cash and half in stock
of the new American Airlines Group Inc.  Mr. Horton, according to
the merger plan, is to step down from the CEO role when the merger
closes in the third quarter and become nonexecutive chairman of
the combined company until spring of 2014.  Doug Parker, US
Airways' chairman and CEO, is slated to become CEO of American
Airlines Group, assuming the merger receives the requisite
approvals from the bankruptcy judge and antitrust regulators.

According to WSJ, American, in a statement Friday, said it doesn't
believe the U.S. Trustee's objection has merit.

The Court will consider the matter at a March 27 hearing.

                      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: Pilots Sue Leonidas to Halt Merger Suit
----------------------------------------------------------
US Airline Pilots Association, which represents and serves as the
certified collective bargaining agent for the thousands of
mainline pilots who fly for US Airways Group, Inc., sued Leonidas
LLC for impermissibly interfering with the Bankruptcy Court's
jurisdiction and mandate by announcing its intention to file an
action to enjoin the consummation of the Debtors' $11 billion
merger with US Airways.

USAPA asks that the Bankruptcy Court declare Leonidas' action
as a violation of the automatic stay and enjoin Leonidas from
interfering with the Court's jurisdiction over the Debtors'
Chapter 11 cases and the merger by prosecuting claims.

Leonidas LLC, according to the complaint, was created in August
2007 by several former America West pilots, purportedly to
safeguard the legal rights of America West pilots postmerger with
US Airways.

The complaint also related that Leonidas and USAPA have been on
opposite sides of a pilot seniority dispute that has been the
subject of ongoing litigation in the United States District Court
for the District of Arizona, including a decision by the Ninth
Circuit in Addington v. US Airline Pilots Ass'n, 606 F.3d 1174
(9th Cir. 2010).  That dispute arose as the result of the 2005
merger of US Airways and America West into a single carrier
operating under the name of US Airways.  At the time of the 2005
merger, the two pilot groups were both represented by the same
union, the Air Line Pilots Association .  Pursuant to the
internal procedures of that union, the two pilot groups attempted
to integrate seniority culminating in an internal arbitration
proceeding. The purpose of that arbitration was to determine the
bargaining position that ALPA was to advance in the ongoing
negotiations between it and the merged entity regarding
seniority. That internal arbitration resulted in the issuance of
what is known as the "Nicolau Award." The Nicolau Award placed
America West pilots still on probation and in ground school above
US Airways pilots with more than 16 years of seniority.
Thereafter, the consolidated pilot class voted to replace ALPA
with USAPA, a new and independent union. As the new bargaining
representative, USAPA took the position that it was not bound by
the Nicolau Award, was free to propose and negotiate with US
Airways concerning an integrated seniority list other than the
Nicolau Award, and in fact proposed a seniority system based on
date of hire with significant conditions and restrictions
designed to protect the premerger career expectations of both the
former US Airways and the former America West pilots.

According to the complaint, on February 19, Leonidas served
correspondence on counsel for USAPA stating that unless USAPA
agrees that the Nicolau list will be integrated with the American
list, the West Pilots will be forced to file a third round of
litigation and seek an injunction of the AMR-US Airways merger
process until they can get a court order directing that the only
list that can be used is the Nicolau.

A pre-trial conference is set for April 23, 2013.  Answer is due
by April 8.

The case is US Airline Pilots Association v. Leonidas, LLC, Adv.
Proc. No. 13-01282-shl.

USAPA is represented by:

         James P. Wehner, Esq.
         Kevin C. Maclay, Esq.
         Todd E. Phillips, Esq.
         CAPLIN & DRYSDALE, CHARTERED
         One Thomas Circle, N.W., Suite 1100
         Washington, D.C. 20005
         Tel: (202) 862-5000
         Fax: (202) 429-3301
         E-mail: jwehner@capdale.com
                 kmaclay@capdale.com
                 tphillips@capdale.com

              - and -

         Brian J. O'Dwyer, Esq.
         Gary Silverman, Esq.
         Jason S. Fuiman, Esq.
         O'DWYER & BERNSTIEN
         52 Duane Street, 5th Floor
         New York, NY 10007
         Tel: (212) 571-7100
         Fax: (212) 571-7124
         E-mail: bodwyer@odblaw.com
                 gsilverman@odblaw.com
                 jfuiman@odblaw.com

                      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: TWA Seniority Dispute Moved to Bankr. Court
--------------------------------------------------------------
Terry Maxon, writing for The Dallas Morning News, reported that
some ex-Trans World Airlines pilots have lost their attempt to
keep their lawsuit out of the U.S. Bankruptcy Court that is
hearing American Airlines' Chapter 11 case.

U.S. District Judge John A. Ross in St. Louis issued a ruling
that the lawsuit filed last May by a group of TWA pilots should
be transferred to U.S. Bankruptcy Judge Sean H. Lane in New York,
the report related.  The pilots are suing the union that has
represented them since American bought TWA assets back in April
2001, the Allied Pilots Association, and American, saying the APA
didn't fight to protect them in recent discussions.

The Dallas News related that after the 2001 purchase, APA adopted
a seniority list integration that didn't work to the TWA pilots'
advantage.  The 2,500 most senior AA pilots were put at the top
of the combined list.  Then about 1,000 TWA pilots were folded
into the remaining American Airlines pilots at the ratio of one
TWA pilot for about every nine American pilots hired before the
merger.  The last 1,250 or so TWA pilots were stapled to the
bottom of the combined seniority list.

That meant that post 9/11 furloughs hit the TWA pilots very hard
since they had the least seniority, and they had a lot less
status for getting the airplane, schedule, vacation and other
elements of their job that are based on seniority, the Dallas
News further related.

One protection TWA pilots had, in a contract addendum known as
Supplement CC, said they were protected at their home base of St.
Louis but American now wants to close the St. Louis base, and the
St. Louis pilots would be thrown into the general seniority list
with a lot less relative seniority, the report noted.

The Dallas News related that American and APA agreed in a new
contract adopted last year that they would submit the question of
what to do with the St. Louis pilots, their seniority and
Supplement CC to binding arbitration.  The ex-TWA pilots didn't
like that idea at all.

                      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 Reimbursement of Fees
-------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the applications
by the committee of unsecured creditors for reimbursement of
work-related expenses.

Seven members of the committee will receive a total amount of
$47,906 as reimbursement for expenses incurred during the period
December 5, 2011 to March 31, 2012.  Hewlett-Packard Enterprise
Services LLC will get $23,147 while Manufacturers and Traders
Trust Co. will get $8,540.

Hewlett-Packard and three other members of the committee will
also receive a total amount of $28,819 as reimbursement for
expenses incurred during the period April 1 to July 31, 2012.
A list of the committee members is available for free at
http://is.gd/t9qKTF

                      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 APPAREL: EBITDA Projections for Year Ended March 31
------------------------------------------------------------
American Apparel, Inc., has been actively involved in evaluating
possible financing alternatives to improve its capital structure.
These alternatives may include, subject to market and other
conditions, a new asset-based revolving credit facility or other
previously disclosed proposed financing, which may refinance all
or a portion of the Company's existing first and second lien
credit facilities.  The Company may at any time elect to no longer
pursue any such possible financing.

In connection with the proposed financing transactions previously
disclosed, the Company provided, on a confidential basis, to
potential financing sources information with respect to adjusted
EBITDA for the twelve-months ended March 31, 2013.  For purposes
of satisfying the Company's obligations under Regulation FD with
respect to that information, the Company discloses that for the
twelve-months ended March 31, 2013, the Company is initially
projecting adjusted EBITDA to be in the range of $37 million to
$39 million.  This outlook is based on initial projections of 2013
adjusted EBITDA, as previously disclosed by the Company, of $47
million to $54 million and assumes net sales of approximately $625
million for the twelve-months ended March 31, 2013.  Raw material
costs are estimated at current prices and foreign currency
exchange rates are estimated to remain at current levels.

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

                        http://is.gd/xMfAj0

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

American Apparel incurred a net loss of $37.27 million on $617.31
million of net sales, as compared with a net loss of $39.31
million on $547.33 million of net sales during the prior year.
The Company's balance sheet at Dec. 31, 2012, showed $328.21
million in total assets, $306.12 million in total liabilities and
$22.08 million in total stockholders' equity.


AMERICAN PETROLEUM: S&P Lifts CCR to 'B' & Rates $270MM Loan 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on New York-based American Petroleum Tankers Parent
LLC to 'B' from 'B-'.  The outlook is stable.  At the same time,
S&P assigned a 'BB-' issue rating to the proposed $270 million
term loan B, two notches above the corporate credit rating, as
well as a '1' recovery rating, indicating expectations of a very
high (90%-100%) recovery in a payment default scenario.

"Pro forma for the proposed recapitalization, APT will achieve a
significantly improved financial profile, with lower debt leverage
and reduced cash interest payments," said Standard & Poor's credit
analyst Funmi Afonja.

The recapitalization converts about $455 million of paid-in-kind
(PIK) debt, about 64% of reported debt as of Sept. 30, 2012, into
common equity.  At the same time, the company is refinancing its
$285 million senior secured notes priced at 10.25% with a new
senior secured credit facility that consists of a $270 million
term loan and a $10 million revolving credit facility (not
rated).  S&P expects the senior secured credit facility to be
priced at a significantly lower rate, relative to existing debt,
which should result in sharply lower cash interest payments.

"The stable outlook reflects our expectation that APT will
maintain its time charter coverage and continue to generate
relatively stable revenues and earnings, resulting in a stable,
albeit highly leveraged, financial profile.  We could lower the
ratings if the company enters into a materially larger-than-
expected debt financed acquisition, loses a customer, or renews
contracts at substantially lower rates, resulting in a material
loss of earnings such that debt to EBITDA is greater than 6.5x on
a consistent basis or causing us to revise our liquidity
assessment to less than adequate or weak.  Although less likely,
we could raise the ratings if a substantial debt paydown or
significantly higher-than-expected earnings cause debt to EBITDA
to decline to 3.5x on a sustained basis," S&P said.


AMERICAN RAILCAR: Moody's Withdraws All Ratings After Redemption
----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of American
Railcar Industries, Inc., including its B2 Corporate Family
Rating, B1-PD Probability of Default Rating, and the B3 rating on
its senior notes, due to the redemption of all rated debt
instruments.

Ratings Rationale:

ARI has redeemed the remaining $175 million of its senior
unsecured notes due 2014. This represents the entirety of Moody's-
rated debt that was issued by ARI. Moody's has withdrawn all
ratings of ARI as a result.

American Railcar Industries, Inc., headquartered in St. Charles,
Missouri, is a leading North American manufacturer of covered
hopper and tank railcars, and also provides railcar leasing,
repair and fleet management services.


AMF BOWLING: No Alternative Sponsors for Plan
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. said it's moving ahead
with a reorganization plan where secured lenders are scheduled to
take ownership in June.

AMF filed bankruptcy in November after working out a
reorganization plan where, unless outbid, senior lenders would
receive the new stock together with $150 million cash supplied by
a subgroup of the lenders in the form of a term loan.  If there
were a competing offer, there would have been an auction last week
for the privilege of sponsoring the Chapter 11 reorganization
plan.  There were no other offers, so the auction was canceled,
AMF spokeswoman Kimberly Kriger said in an emailed statement.

Ms. Kriger said AMF is "moving forward with its previously
announced 'pre-arranged' plan with its first-lien lenders."  AMF
intends on having a hearing in late April for approval of
disclosure materials so creditors can vote on the reorganization
plan, Ms. Kriger said.  The company is planning for a confirmation
hearing to approve the plan in June, she said.

A group of the first-lien lenders are supporting the Chapter 11
case with $50 million in fresh financing.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


AMN HEALTHCARE: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on San Diego-based health care staffing provider AMN
Healthcare Inc. to 'BB-' from 'B+' based on a significant
reduction in leverage.

At the same time, S&P raised the issue-level rating on AMN's
$200 million term loan B and $50 million revolver to 'BB' from
'BB-'.  The recovery rating on the term loan and revolver remains
'2', indicating S&P's expectations for substantial (70% to 90%)
recovery of principal in the event of payment default.

S&P's rating on AMN Healthcare Inc., a subsidiary of San Diego,
Calif.-based AMN Healthcare Services Inc., reflects a "weak"
business risk profile, highlighted by its concentration in the
highly competitive and cyclical health care staffing industry,
which has relatively low profit margins.  The "significant"
financial risk profile reflects improved credit measures.
Leverage was reduced to 2.8x as of Dec. 31, 2012.  However, S&P
expects this measure could vary widely through an economic cycle
and range between 2.5x and 4x.  AMN is a leading provider of nurse
and allied health staffing (69% of its revenues), and locum tenens
(temporary doctor staffing) and permanent placement services
(31% of its revenues).

"We expect the company to produce mid- to high-single-digit
revenue growth, in line with industry growth expectations between
8% and 10%.  The health care staffing sector benefits from
favorable trends that include a shortage of health care
professionals, an aging population, and health care reform (over
the long term).  Similar to 2012, we expect the company's nursing
and allied health staffing segment volumes will continue to
benefit from an improving economy and market share gains from its
growing managed service provider (MSP) contract base.  We also
expect a modest uptick in pricing.  We expect locum tenens
staffing revenues will remain relatively flat in 2013.  We expect
the company's efforts to gradually improve its physician specialty
mix to better match market needs will offset the declining demand
for its existing mix, but will not result in meaningful growth.
The company's attempt to establish an MSP market in this subsector
should aid demand over the medium term," S&P said.

"We expect adjusted EBITDA margins to remain relatively flat at
about 7.5%.  We expect steady margins, coupled with an interest
expense reduction due to a recent amendment on its credit
agreement effected in April 2013, will contribute to free
operating cash flow of about $30 million in 2013.  We expect the
company will maintain a relatively conservative financial policy,
and will primarily use free operating cash flow to reduce debt.
In 2012, the company significantly reduced leverage to 2.8x by
year-end through significant debt repayment of more than
$40 million.  We expect continued EBITDA growth and debt repayment
will further reduce leverage, below 2.5x. However, we continue to
view the business as highly subject to economic cyclicality and
leverage could differ meaningfully from that expectation.  The
"significant" financial risk profile is characterized by our
expectation that debt to EBITDA will generally range from 2.5x to
4x and funds from operations (FFO) to debt between 25% and
30%.  As a result of the credit amendment, EBITDA interest
coverage should also improve to over 8x from 2.5x," S&P added.


ANGEL FIRE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Angel Fire Water Co., LLC
        Foreign Limited Liability Company
        P.O. Box 123
        Angel Fire, NM 87710

Bankruptcy Case No.: 13-10868

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: David T. Thuma

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  E-mail: daviswf@nmbankruptcy.com

Scheduled Assets: $1,142,053

Scheduled Liabilities: $4,053,884

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

The petition was signed by David Bagley, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
David and Ramona Bagley                12-13360   09/05/2012


APPLIED MINERALS: Employments of CEO and General Counsel Approved
-----------------------------------------------------------------
The Compensation Committee formally approved and ratified the
employment contracts for Andre Zeitoun and William Gleeson.  Mr.
Zeitoun will serve as Chief Executive Officer and President of the
Company while Mr. Gleeson will serve as general counsel and
secretary.

Mr. Zeitoun will receive a base salary at the rate of $600,000 per
year.

For the period beginning on the Effective Date and continuing
through Dec. 31, 2012, the Company will pay Mr. Gleeson a base
salary at the rate of $200,000 per year; thereafter, the base
salary will be $250,000.

Copies of the Employment Agreements are available at:

                       http://is.gd/k23xma
                       http://is.gd/tW1i98

                      About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss attributable to the Company of
$7.48 million in 2011, a net loss attributable to the Company of
$4.76 million in 2010, and a net loss attributable to the Company
of $6.76 million in 2009.

                           Going Concern

The Company has incurred material recurring losses from
operations.  At March 31, 2012, the Company had a total
accumulated deficit of approximately $43,084,500.  For the three
months ended March 31, 2012, and 2011, the Company sustained net
losses from exploration stage before discontinued operations of
approximately $4,056,700 and $1,695,100, respectively.  The
Company said that these factors indicate that it may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to generate revenue and cash flow to meet its obligations
on a timely basis and management's ability to raise financing or
dispose of certain non-core assets as required.  If successful,
this will mitigate the factors that raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.


ARTE SENIOR: Plan Evidentiary Hearings Set for April 25 & 26
------------------------------------------------------------
Trial and evidentiary hearing on the confirmation of Arte Senior
Living, L.L.C.'s Plan of Reorganization is scheduled for April 25
and 26, 2013.  A status hearing is set for March 28.

The Debtor's First Amended Plan of Reorganization, dated Dec. 11,
2012, as modified on Feb. 25, 2013, impairs allowed unsecured
claims.  The Allowed Unsecured Claims in this Class will share,
pro rata among themselves and with SMA Portfolio Owner, L.L.C.'s
Allowed Unsecured Claim in Class 3-A, in a distribution of the sum
of $100,000.  SMA, the secured lender, will also have an allowed
secured claim, in the approximate amount of $34,262,661, to be
paid in full with interest.  SMA will retain its existing lien on
the property known as the Arte resort retirement community located
at 11415 North 114th Street, in Scottsdale, Arizona.

A full-text copy of the Debtor's Feb. 25 version of the Plan is
available for free at:

       http://bankrupt.com/misc/ARTESENIOR_plan0225.pdf

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of 128,514 square feet
of rentable living space.  The Property is managed by Encore
Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


ASSOCIATED ESTATES: S&P Alters Rating Outlook to Positive
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Associated Estates Realty Corp. (Associated) to positive from
stable and affirmed its 'BB+' corporate credit rating on the
company.

"The outlook revision reflects our expectation for further
improvement in the company's overall scale, asset quality, and
core cash flow stability from portfolio growth and repositioning
over the next 12-24 months," said credit analyst Eugene Nusinzon.
"During this time, we also believe that modest deleveraging,
predominantly equity financed development activity, and favorable
operating conditions will strengthen Associated's credit metrics
to sustainable levels that are further supported by the company's
commitment to lower leverage and reduced floating-rate debt
exposure going forward."

"The positive outlook reflects our expectation for further
improvement in the company's overall scale, asset quality, and
core cash flow stability from portfolio growth and repositioning
over the next 12-24 months.  During this time, we also believe
that modest deleveraging, predominantly equity financed
development activity, and favorable operating conditions will
strengthen Associated's credit metrics to sustainable levels that
are supported by the company's commitment to lower leverage and
reduced floating-rate debt exposure going forward," S&P added.

"We would raise our rating one notch if the company continues to
profitably execute on its portfolio growth and repositioning
strategy by achieving critical mass in its recently entered
markets, while strengthening and sustaining FCC above 2.5x and
debt-to-EBITDA below 7.0x.  The successful execution of the
company's more expensive development projects will also be an
important driver to ratings improvement," S&P noted.

S&P views a downgrade as less likely at this time, given its
expectation for generally healthy operating fundamentals.
However, S&P would revise its outlook back to stable if FCC drops
below 2.2x or debt-to-EBITDA increases above 8.5x, perhaps due to
sizeable debt-financed growth or a meaningful development stumble.


ASTORIA FINANCIAL: Fitch Rates $135MM Preferred Securities 'B'
--------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Astoria Financial
Corporation's $135 million non-cumulative perpetual preferred
issuance. Fitch's current Long-term Issuer Default Rating and
Viability Rating (VR) for AF are 'BBB-' and 'bbb-', respectively;
the Rating Outlook is Stable.

The securities will bear an annual coupon of 6.50%, payable
quarterly. The securities are perpetual but callable in 2018. The
proceeds from the issuance will be used to repay trust preferred
securities and for general corporate purposes.

Rating Action Rationale

Bank hybrid securities, such as this preferred issuance, are
notched down from the issuing entity's VR. The five-notch
differential reflects three notches for incremental non-
performance risk and two notches for loss severity of the
preferred issuance relative to the average recoveries assumed for
a typical bank senior debt instrument.

Key Rating Drivers

The ratings of the preferred stock are directly tied to the
performance of AF, which is embodied by its VR. In particular,
deteriorating asset quality metrics, aggressive capital management
or excessive loan growth in the multi-family business could lead
to negative ratings pressure. Conversely, positive rating action
is unlikely in the near term given AF's funding profile,
profitability and concentrations.


ATARI INC: Alden Objects to Duff & Phelps' Compensation Package
---------------------------------------------------------------
Alden Global Value Recovery Master Fund, L.P., in its capacity as
the debtor-in-possession financing lender to Atari Inc. and its
affiliated debtors, filed a limited objection to the request of
the Official Committee of Unsecured Creditors to retain Duff &
Phelps Securities, LLC, as its financial advisor,

The DIP Lender objects to the $50,000 monthly fee and the
restructuring fee proposed to be paid to the firm.  As a general
matter, Alden pointed out, the Debtors' meager cash flows are
barely sufficient to support the operating costs required to
provide the basic maintenance of the assets necessary to preserve
their value until the completion of the pending sale process.

After adding the costs of these Cases, the difference between
administrative solvency and insolvency is the post-petition
financing being provided by the DIP Lender to enable the Debtors
to facilitate that sale process.  Alden said it extended the DIP
Loan to facilitate a sale, not compensate numerous professionals.

As reported by the Troubled Company Reporter, the Committee
requests that Duff & Phelps be entitled to a $50,000 monthly fee
and a restructuring fee of up to $700,000 based on the recovery
received by general unsecured creditors.  The Court will hear the
Committee's request on March 20, 2013.

Alden contends the Monthly Fee should be reduced to $25,000; and
the Restructuring Fee should be eliminated.

Alden also pointed out that some of the work for which Duff &
Phelps seeks compensation was completed before the firm was even
interviewed, let alone retained.  Other aspects of the retention
relate to services that are not required in Atari's cases.

Alden also argued that Duff & Phelps' proposed Restructuring Fee
is based on the ultimate recovery of the general unsecured
creditors.  However, Alden pointed out that the general unsecured
creditors' recovery is not clearly linked to the services that
Duff & Phelps seeks to provide.  Their recovery, if any, will be
primarily contingent upon the efforts of others, namely the
Debtors and their investment banker, Perella Weinberg Partners LP,
in marketing and selling the Debtors' assets.  Proceeds from this
sale process, Alden argued, will establish what assets, if any,
are available for distribution to general unsecured creditors.

Alden also noted that, as the Debtors have reported at the
hearings on March 6 and Feb. 14, the DIP Lender has already
provided the Committee with two proposals for a global resolution
that would provide general unsecured creditors with meaningful
recoveries.  The Committee has yet to engage in any discussions
with the DIP Lender regarding these proposals.  In fact, the
Committee has declined several requests by the DIP Lender for a
meeting to discuss its most recent proposal.  If the sale of the
Debtors' assets is consummated in the manner proposed by the DIP
Lender, Duff & Phelps would be entitled to a substantial
Restructuring Fee without ever having to engage in settlement
discussions.  Indeed, if a plan that is opposed by the Committee
is, nonetheless, accepted by general unsecured creditors, Duff &
Phelps would still receive its Restructuring Fee.

Alden also argued that the material unencumbered assets are owned
by Atari Interactive, Inc., while the vast majority of unsecured
claims are against Atari, Inc.  Accordingly, a robust sale does
not immediately translate into significant distributions to Atari,
Inc. creditors.  To generate a meaningful recovery, if any, at the
Atari, Inc. level, the Committee will be required to prevail on a
variety of complex and costly litigation claims, including the
recharacterization of prior transactions, avoidance of "old and
cold" liens (some of which were granted as far back as 2006) and
substantive consolidation of the Debtors' estates.

Alden is represented by:

          BRACEWELL & GIULIANI LLP
          Robert G. Burns, Esq.
          Andrew J. Schoulder, Esq.
          1251 Avenue of the Americas, 49th Fl.
          Telephone: (212) 508-6100
          Facsimile: (212) 508-6101
          E-mail: Robert.Burns@bgllp.com
                  Andrew.Schoulder@bgllp.com

               - and -

          Kurt A. Mayr II, Esq.
          Telephone: (860) 947-9000
          Facsimile: (860) 246-3201
          E-mail: Kurt.Mayr@bgllp.com

The Debtors, meanwhile, expressly reserved all of their rights to
appear and be heard at the hearing on the firm's engagement.  The
Debtor understand that discussions have occurred between
representatives of Duff & Phelps and Alden regarding the Fee
Structure but no agreement has been reached. The Debtors are
hopeful that an agreement can be reached which avoids the
incurrence of additional administrative expenses, and that
balances the interests of all stakeholder groups in a fair and
reasonable manner.  The Debtors note that the Committee has the
burden of proof to establish that that the Fee Structure is
reasonable under the facts and circumstances of these cases.

Tracy Hope Davis, the U.S. for Region 2, on Feb. 6 appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the case.  The panel members are:

     1. CD Projekt S.A., f/k/a CD Projekt Red S.A.
        UL. Jagiellonska 74
        Budynek E, Warsaw
        03-301, Poland
        Attn: Michal Nowakowski, VP
        E-mail: michal.nowakowski@cdprojekt.com

     2. Tavant Technologies, Inc.
        3101 Jay Street, Suit 101
        Santa Clara, CA 95054
        Tel: (408) 210-9735
        Fax: (408) 519-5357
        E-mail: vikas.khosla@tavant.com
        Attn: Sesha Devana, VP Finance

     3. CDV Software Entertainment, USA, Inc.
        117 Contrewest Ct.
        Cary, NC 27513
        Tel: (919) 886-6694
        E-mail: tom.gross@cdvusa.com
        Attn: Tom Gross, CEO

     4. Rackspace Hosting - Harvey S. Goldstein
        5000 Walzem Road
        San Antonio, TX 78218
        Tel: (210) 312-4497
        Fax: (210) 312-5041
        E-mail: Harvey.Goldstein@rackspace.com
        Attn: Harvey S. Goldstein
              Senior Revenue Operations Manager

     5. Liquid Entertainment
        45 Eureka St., Suite B
        Pasadena, CA 91103
        Tel: (626) 793-7635
        Fax: (626) 793-7836
        Email: holly@goliquid.us
        Attn: Holly Newman, CEO

The Committee has sought and obtained the Court's permission to
retain Cooley LLP as its counsel.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.


ATARI INC: Sec. 341 Creditors' Meeting on April 5
-------------------------------------------------
The U.S. Trustee for Region 2 will convene a Meeting of Creditors
pursuant to Sec. 341(a) in the Chapter 11 case of Atari, Inc., on
April 5, 2013, at 11:00 a.m. at 80 Broad St., 4th Floor, USTM.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a bankrupt company's representative under oath about its
financial affairs and operations that would be of interest to the
general body of creditors.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

The Official Committee of Unsecured Creditors is seeking Court
permission to retain Duff & Phelps Securities LLC as its financial
advisor.  The Committee sought and obtained authority to retain
Cooley LLP as its counsel.


ATARI INC: $5 Million Alden DIP Loan Wins Final Approval
--------------------------------------------------------
Atari Inc. and its affiliated debtors won final approval to borrow
the rest of the $5 million superpriority secured postpetition
financing pursuant to a term sheet by and between the Debtors, on
the one hand, and Alden Global Distressed Opportunities Master
Fund, L.P., Alden Global Value Recovery Master Fund, L.P., and any
other Lender, and Turnpike Limited, on the other hand.

Alden replaced Tenor Capital Management Company, L.P., as DIP
lender.

On Jan. 25, 2013, the Debtors were authorized, among other things,
to incur secured borrowings up to $2 million pursuant to the Alden
loan on an interim basis.  The Debtors also were authorized, but
not directed, to pay claims held by so-called Critical Vendors who
agree to continue to provide services to the Debtors on the normal
trade terms, practices, and programs that were most favorable to
the Debtors in effect prior to the Petition Date, or on other such
favorable terms as are acceptable to the Debtors.

The Court on March 7 issued the final DIP order that granted the
Debtors access to the remaining $3 million.

The Tenor DIP loan provides for an aggregate $5.250 million DIP
Facility on a superpriority, administrative claim and first-
priority priming lien basis. The DIP Facility consists of a
multiple draw term loan of which $2.250 million will be available
on an interim basis subject to the conditions of the Term
Sheet being satisfied.  Another $1 million will be available on a
final basis after, among other things, entry of a final order
approving the DIP Facility.  Finally, the last $2 million of the
DIP Facility will be made available to the Debtors upon the filing
of a 363 sale motion or a plan of reorganization.

Brian Mahoney of BankruptcyLaw360 reported that the bankruptcy
judge blasted the original DIP loan from Tenor as "extraordinary
and offensive."

The Tenor loan required, among other things, that the Debtors
consummate a plan and the DIP Lenders be paid in full within 120
days after the Petition Date.  The Alden loan is more flexible,
requiring consummation of the Plan and repayment to DIP Lenders
within 150 days after the Petition Date.

The Tenor loan called for a 5% per annum interest payment, payable
in kind.  The interest would increase by 2% in the event of
default.

Alden's loan called for an outright 10% interest rate per annum,
to be paid in kind.  Default rate is 2% in excess of the 5%
interest rate.

The Alden loan also has these "Bankruptcy Milestones":

     (i) The Borrowers will file a motion with the Bankruptcy
Court seeking authority to retain the Investment Banker within 10
days after the Petition Date;

    (ii) The Borrowers shall file a motion with the Bankruptcy
Court to sell substantially all of their assets for a minimum
amount necessary to satisfy all obligations in cash owed to the
DIP Lenders pursuant to this Term Sheet and the DIP Loan
Documentation, approve a committed stalking horse bidder with
a demonstrated financial ability reasonably acceptable to the DIP
Lenders to close a sale and approve bidding procedures under
Section 363 of the Bankruptcy Code no later than 60 days after
the Petition Date;

   (iii) A bidding procedures order will have been entered by the
Bankruptcy Court within 75 days after the Petition Date;

    (iv) An auction for such sale shall be scheduled by order of
the Bankruptcy Court and take place (unless there is no other
qualified bidder other than the stalking horse bidder) within 90
days after the Petition Date;

     (v) The sale must be (a) approved by an order of the
Bankruptcy Court that provides for payment to the DIP Lenders in
full at the closing of the sale, that is in form and substance
acceptable to the DIP Lenders, and that is not subject to appeal,
reconsideration or review, and (b) consummated and the DIP
Lenders must be paid in full in cash, in each case within 105
days after the Petition Date; and

    (vi) In lieu of such sale:

         a. the Borrowers may file a disclosure statement, joint
plan of reorganization and an executed and fully committed plan
sponsor agreement or executed term sheet for plan sponsorship no
later than 60 days after the Petition Date, which must provide for
payment to the DIP Lenders in full in cash on the effective date
of the plan;

          b. an order approving such disclosure statement in form
and substance acceptable to the DIP Lenders must be entered by the
Bankruptcy Court within 105 days after the Petition Date;

          c. the Borrowers shall have established the bar date for
the filing of proofs of claim to be no later than April 17, 2013;

          d. the Plan must be confirmed by an order of the
Bankruptcy Court that is not subject to appeal, reconsideration or
review within 135 days after the Petition Date; and

          e. the Plan must be consummated, and the DIP Lenders
paid in full within 150 days after the Petition Date.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

The Official Committee of Unsecured Creditors is seeking Court
permission to retain Duff & Phelps Securities LLC as its financial
advisor.  The Committee sought and obtained authority to retain
Cooley LLP as its counsel.


BERRY PLASTICS: Lord Abbett Discloses 4.7% Stake at Feb. 28
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Lord, Abbett & Co. LLC disclosed that, as of
Feb. 28, 2013, it beneficially owns 5,354,901 shares of common
stock of Berry Plastics Group, Inc., representing 4.74% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/v7YHYu

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Dec. 29, 2012, showed $5.05 billion
in total assets, $5.36 billion in total liabilities and a $313
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIG M: May Employ Becker Meisel as Conflicts Counsel
----------------------------------------------------
Big M, Inc. sought and obtained approval from the U.S. Bankruptcy
Court for permission to employ Becker Meisel LLC as conflicts
counsel.

The Debtor selected Lowenstein Sandler LLP to act as its counsel
in the Chapter 11 case.  After selecting Lowenstein, the Debtor
determined that it would be necessary to retain separate counsel
to represent the Debtor in connection with matters arising in or
in connection with the Chapter 11 case where actual or perceived
conflicts may prevent Lowenstein from representing the Debtor.

Becker will be paid for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rate structure.
The firm's rates are:

        Professional              Rates
        ------------              -----
        Partners              $325 to $515
        Attorneys             $250 to $395
        Paraprofessional      $150 to $175

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

                          About Big M

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.

The Official Committee of Unsecured Creditors has tapped Cooley
LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New
York, LLC and CBIZ Mergers & Acquisitions Group as its financial
advisor.


BIG M: Court Approves American Legal as Claims & Noticing Agent
---------------------------------------------------------------
Big M, Inc., sought and obtained approval from the U.S. Bankruptcy
Court to employ American Legal Claim Services LLC as claims and
noticing agent.

The Debtor said that although it has not yet filed its schedules
of assets and liabilities, it anticipates that there will be 5,000
entities to be noticed. In view of the number of anticipated
claimants and the complexity of the Debtor's business, the Debtor
submits that the appointment of a claims and noticing agent is
both necessary and in the best interests of both the Debtor's
estates and its creditors.

The Debtor says American Legal's rates are competitive and
reasonable given the firm's quality of services and expertise.

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

                          About Big M

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.

The Official Committee of Unsecured Creditors has tapped Cooley
LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New
York, LLC and CBIZ Mergers & Acquisitions Group as its financial
advisor.


BIG M: CBIZ Approved as Committee's Financial Advisor
-----------------------------------------------------
The Official Committee of Unsecured Creditors of Big M, Inc.,
sought and obtained approval from the U.S. Bankruptcy Court to
employ CBIZ Accounting, Tax and Advisory of New York, LLC and CBIZ
Mergers & Acquisitions Group as its financial advisor, nunc pro
tunc to Jan. 16, 2013.

The firm will, among other things:

   a. assist the Committee in its evaluation of the Debtor's
      postpetition cash flow and/or other projections and budgets
      prepared by the Debtor or its financial advisor;

   b. monitor the Debtor's activities regarding cash expenditures
      and general business operations subsequent to the filing of
      the petition under Chapter 11; and

   c. assist the Committee in its review of monthly operating
      reports submitted by the Debtor or its financial advisor.

CBIZ NY will seek compensation on an hourly basis.  The firm's
hourly rates for professional services are:

  Professional                            Rates
  ------------                            -----
  Directors and Managing Directors     $410 to $595
  Managers and Senior Managers         $310 to $410
  Senior Associates and Staff          $130 to $310

The firm's Charles M. Berk attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                          About Big M

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.

The Official Committee of Unsecured Creditors has tapped Cooley
LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New
York, LLC and CBIZ Mergers & Acquisitions Group as its financial
advisor.


BIOZONE PHARMACEUTICALS: Amends 8.3MM Shares Resale Prospectus
--------------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission amendment no.3 to the Form S-1 registration
statement relating to the sale by Aero Liquidating Trust of up to
8,345,310 shares of the Company's common stock.  All of these
shares of the Company's common stock are being offered for resale
by the selling stockholder.

The Company will not receive any proceeds from the sale of these
shares by the selling stockholder.

The Company will bear all costs relating to the registration of
these shares of its common stock, other than any selling
stockholder's legal or accounting costs or commissions.

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "BZNE.OB".  The last reported sale
price of the Company's common stock as reported by the OTC
Bulletin Board on Sept. 27, 2012, was $1.63 per share.

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

                         http://is.gd/XXL0H8

                    About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Paritz and Company. P.A., in Hackensack,
N.J., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company does not have sufficient cash balances to meet working
capital and capital expenditure needs for the next twelve months.
In addition, as of Dec. 31, 2011, the Company has a shareholder
deficiency and negative working capital of $4.37 million.  The
continuation of the Company as a going concern is dependent on,
among other things, the Company's ability to obtain necessary
financing to repay debt that is in default and to meet future
operating and capital requirements.

Biozone reported a net loss of $5.45 million in 2011, compared
with a net loss of $319,813 in 2010.  The Company's balance sheet
at Sept. 30, 2012, showed $8.25 million in total assets, $8.33
million in total liabilities and a $74,927 total shareholders'
deficiency.


BITI LLC: Plan Disclosures Hearing Slated to Begin
---------------------------------------------------
A hearing on the disclosure statement explaining Biti, LLC's Plan
of Reorganization was scheduled to be held on March 18, 2013 at
1:30 p.m., before Judge Robert E. Grossman of the U.S. Bankruptcy
Court for the Eastern District of New York.

The Plan proposes to pay Claims of Unsecured Non-Priority
Creditors of the Debtor who are not insiders of the Debtor in
cash, in full, plus interest at the contract rate if one exists
but in no event less than 6% per annum, either on the Distribution
Date from the sale or refinancing of the property located at 28-32
Skillman Street, in Roslyn, New York, or new equity infusion or
upon the sale of the Property should the Distribution Date not
occur.

The Secured Claim of Valley National Bank totaling $6.5 million is
unimpaired under the Plan.  Valley National will retain all liens
on and in the Property to the extent of its claim and to the
extent of those liens until the sale of the property pursuant to
the Plan.

The Plan will be funded by a proposed secured postpetition
financing with superpriority status, in the form of a loan, in an
aggregate principal amount of $3.5 million from Bridge Funding,
Inc.

A full-text copy of the Disclosure Statement dated Jan. 31 is
available for free at http://bankrupt.com/misc/BITIds0131.pdf

                          About Biti LLC

Oyster Bay, New York-based Biti LLC filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-74810) in New York on Aug. 2, 2012.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), scheduled $14,146,612 in assets and $12,900,070 in
liabilities.  The Debtor owns 11.701 acres of property located at
the south side of Skillman Street, west of Bryant Avenue, Village
of Roslyn.

Judge Robert E. Grossman presides over the case.  Ronald M.
Terenzi, Esq., at Stagg, Terenzi, Confusione, & Wabnik, LLP.


BONDS.COM GROUP: Michel Daher Has 74.6% Equity Stake at Feb. 28
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Michel Daher and his affiliates disclosed
that, as of Feb. 28, 2013, they beneficially own 285,714,286
shares of common stock of Bonds.com Group, Inc., representing
74.6% of the shares outstanding.  A copy of the amended filing is
available for free at http://is.gd/0fioJC

                       About Bonds.com Group

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

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

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

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


BROADCAST INTERNATIONAL: Has Until April 7 to Cure Inaccuracies
---------------------------------------------------------------
Broadcast International, Inc., previously announced its entry into
an Agreement and Plan of Merger and Reorganization with AllDigital
Holdings, Inc., and Alta Acquisition Corporation a wholly-owned
subsidiary of Broadcast ("Merger Sub") pursuant to which Merger
Sub will be merged with and into AllDigital, and AllDigital will
survive as a wholly-owned subsidiary of Broadcast.  The completion
of the Merger is subject to the satisfaction of various conditions
set forth in the Merger Agreement, including that the
representations and warranties made by the parties be accurate as
of the date of the Merger Agreement and as of the closing date of
the Merger.

On Feb. 6, 2013, after having conducted further due diligence,
AllDigital notified Broadcast that it believes certain of the
intellectual property representations and warranties made by
Broadcast in the Merger Agreement were inaccurate when made.
AllDigital also outlined its requirements for curing those matters
and notified Broadcast that AllDigital may terminate the Merger
Agreement in accordance with its terms if Broadcast fails to cure
within 30 days of the Initial Notice, or if it earlier becomes
apparent that those matters cannot be cured.

Broadcast and AllDigital have been working together on the issues
identified in the Initial Notice.  In light of progress made to
date related to these issues, on March 6, 2013, AllDigital
provided written notice to Broadcast International that it was
extending the cure period identified in the Initial Notice to
April 7, 2013.

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $3.15 million in total assets,
$9.45 million in total liabilities, and a $6.30 million total
stockholders' deficit.


CAESARS ENTERTAINMENT: Incurs $1.5 Billion Net Loss in 2012
-----------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $1.49 billion on $8.58 billion of net revenues for
the year ended Dec. 31, 2012, as compared with a net loss of
$666.70 million on $8.57 billion of net revenues during the prior
year.  The Company incurred a $823.30 million net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $27.99
billion in total assets, $28.32 billion in total liabilities and a
$331.6 million total deficit.

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

                        http://is.gd/QepPuq

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.


CARY CREEK: Hearing on Plan Objection Set for April 29 & 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will hold a two-day hearing on creditor Wells Fargo Bank, National
Association's objection to Wilcox Embarcadero Associates, LLC's
amended Chapter 11 plan on April 29 and 30, at 9:00 a.m.

As reported by Troubled Company Reporter on Feb. 15, 2013, the
Court approved the disclosure statement in respect of the Debtor's
Plan.  A critical element of the Plan is the approval of a new
loan from Owens Mortgage Investment Fund, L.P., in the amount of
$2.0 million to fund the bund the build-out of 1035 & 1045 22nd
Avenue into live/work lofts.  The terms of the loan are:
$2.0 million at 10% interest, with interest only payments, and the
loan fully paid in 5 years.  The new loan will fund the build-out
of 1035 & 1045 22nd Avenue into live/work lofts.

The Bank has filed an objection to the confirmation of Plan,
claiming that the Plan wasn't proposed in good faith.  According
to Steven B. Mains, Esq., at Mains + Bloom, PC, the attorney for
the Bank, the Bank has not accepted the Plan but is impaired under
the Plan and the Plan discriminates unfairly and is not fair and
equitable with respect to the Bank.  Mr. Mains said that the Plan
is not in the best interests of creditors because there is no
assurance that the Bank and other creditors will receive a least
as much under the reorganization plan as it would receive under a
Chapter 7 liquidation of the Debtor.  "The Plan is not feasible
and is likely to be followed by liquidation or the need for
further financial reorganization," Mr. Mains stated.

The Debtor claims to own real property worth $14.2 million.  The
liquidation analysis attached as Exhibit "B" to the Disclosure
Statement says that there are $9,214,803.49 in total secured and
priority claims and approximately $50,000 of unsecured creditors,
thus there is more than $4,935,197 of value that the Debtor claims
that it could realize right now through a sale.  "Debtor brushes
this off in the liquidation analysis to the Disclosure Statement
by simply asserting that the 'liquidation (forced sale) . . .
rarely returns going-concern value.'  However, if the Debtor's
valuation is accurate, the Debtor has a present ability through an
orchestrated sale or refinance to satisfy all claims.  Therefore,
Debtor's scheme to build 26 work/loft units is not a plan for the
payment of creditors but a profit making vehicle for the Debtor's
sole investor, Jeff Wilcox," Mr. Mains said.

Mr. Mains stated that the Debtor seeks to extend the maturity of
the Bank's loan from March 2011 by about 7 years while avoiding
the hefty 5% increase in the default rate of interest to which the
Bank is entitled under its Promissory Note.  Mr. Mains said, "The
Debtor will have had the means to refinance and raise new loan
funds to pursue its profit making venture if the Debtor's
valuation of its property is accurate.  The possible adverse
consequence of its building project rests on the creditors while
all the upside inures to Debtor's sole investor."

According to Mr. Mains, the Plan and the Disclosure Statement
don't address how the secured creditors will be paid in full in
five years' time.  The Plan provides that administrative claims
totaling $38,500 will be paid over the first seven months of the
Plan.  The Bank will receive payments of principal and interest
amortized over 25 years with interest at 7.25%.  "However, the
initial 6 months of payments to the Bank will negatively amortize
at the reduced level of $24,922, followed by 53 monthly payments
of $41,922 with additional payments totaling $102,000 in months 18
through 21 to make up for the shortfall during the first six
months of the Plan," Mr. Mains stated.  He said that if Mr. Wilcox
can increase his cash infusion from $30,000 to $200,000, the
shortfall might not be necessary.  The Bank will supposedly be
paid off in the 60th month of the Plan but both the Plan and
Disclosure Statement are silent as to how.

Owens, will be paid interest of $26,667 at the rate of 10% but has
agreed to accept just Debtor's net positive cash flow, less a
reserve of $3,000, each month.  "As with the Bank, the Owens debt,
including the construction loan, will be paid in the 60th month
the Plan but neither the Plan nor the Disclosure Statement
indicates the source of the payoff funds," Mr. Mains said.

The Debtor assumes that by July 2013 it will have rented about
half the work/loft units and will have them full rented out by
January 2014.  The Debtor, according to Mr. Mains, said it won't
start paying for construction costs until May 2013 (which
presumably means construction will not start until April) and the
final payment for construction will not be until December 2013
(which suggests that construction will not be completed until
November 2013).  How Debtor will obtain a permit for partial
occupancy or how Debtor will rent half the units with the noise
and mess of ongoing construction is left unaddressed, making the
income assumptions highly speculative, Mr. Mains stated.

The attorney for the Bank can be reached at:

      Mains + Bloom, PC
      Steven B. Mains
      267 Locust Avenue Suite A
      San Rafael, CA 94901
      Tel: (415) 459-1847
      E-mail: mains@mainsbloom.com


                     About Wilcox Embarcadero

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan.  The Debtor is in negotiations with
a new lender to take out the lender, but needs more time to
accomplish this task.


CASELLA WASTE: Moody's Rates Proposed $16 Million VEDA Bonds 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to the proposed $16
million Vermont Economic Development Authority bonds ("VEDA")
which are guaranteed by subsidiaries of Casella Waste Systems,
Inc.

Moody's also affirmed Casella's B3 corporate family rating and B3-
PDR, the B2 rating on the $21.4 million Finance Authority of Maine
bonds, and the Caa1 ratings on the company's $325 million senior
subordinated bonds due 2019. The outlook remains negative.

Ratings

Casella Waste Systems, Inc.

Corporate Family Rating: affirmed B3

Probability of Default Rating: affirmed B3-PD

$325 million senior subordinated bonds due 2019: affirmed Caa1
LGD5/ 73%

Finance Authority of Maine

$21.4 million bonds: affirmed B2 LGD3/ 35%

Vermont Economic Development Authority

$16 million bonds: assigned B2 LGD3/ 35%

Speculative Grade Liquidity Rating (SGL): 3

Outlook: Negative

Ratings Rationale:

Casella is weakly positioned at the B3 CFR. The rating is
challenged by below average margins (about 18% EBITDA Moody's
adjusted margins for the twelve months ending January 31, 2013),
negative free cash flow, and high leverage (about 7x on Moody's
adjusted basis). These challenges offset the company's network of
about 40 landfills and transfer stations, moderate sized revenue
base, and good employee productivity. Even as the solid waste
environment has been sluggish for all Moody's rated operators,
Casella's financial performance has been particularly weak, by
nearly all measures, preventing the company from reducing debt.
The most recent challenge has been poor performance in the
company's Western New York landfills; disposal volumes were only
65% of permitted amounts. This performance is acutely impactful
due to the high margins generated by incremental volume for
landfills. Still, the company has achieved operation success in
many New England markets, including successfully expanding
disposal capacity at its high margin Southbridge, MA landfill and
has finally divested the money losing Maine Energy waste-to-energy
facility. The fall 2012 capital markets transactions successfully
retired a high coupon note which was due in 2014 with lower coupon
debt as well as equity. In late 2012 the company changed a couple
of senior executive positions with the goal of improving operating
results via a strategy shift.

The company's outlook remains negative as company has yet to
demonstrate a capacity to stabilize financial performance in the
slow growth solid waste environment, a requirement to remain at
the B3 CFR level. At this point, ample liquidity exists to give
the new strategies time to prove successful.

Casella's liquidity is adequate as the company had $56 million
revolver borrowing capacity as of January 31, 2013 (expanding to
$72 million pro-forma for the VEDA bonds issuance) and is expected
to be modestly cash flow negative through calendar 2013. The
leverage covenant on the bank revolver (not rated by Moody's)
tightens to 5.5x from 5.75x starting April 30, 2013, leaving
modest headroom compared to the low 5x reported level for the
twelve months ended January 31, 2013; these covenant levels were
negotiated in the fall 2012 when the company engaged in the
previously mentioned capital market transactions.

An upgrade is unlikely in the near term given the company's weak
performance. For the outlook to change to stable, leverage would
have to decline below 6.5x and free cash flow turn positive. A
downgrade could be driven by leverage remaining at or above 7x or
the company's revolver availability declining below $25 million
over the next 1-2 quarters.

The principal methodology used in this rating was the Solid Waste
Management Industry Methodology published in February 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.

Casella, based in Rutland Vt., collects and disposes of municipal
solid and construction waste, specialty waste primarily from
energy drilling activities, and collects, processes and sells
recyclable waste. Revenue for the twelve months ending January
2013 was $466 million.


CATALYST PAPER: Incurs C$36.7 Million Net Loss in 4th Quarter
-------------------------------------------------------------
Catalyst Paper Corporation filed with the U.S. Securities and
Exchange Commission a Form 6-K disclosing a net loss of C$36.7
million on C$260.5 million of sales for the three months ended
Dec. 31, 2012.  The Company reported net earnings of C$650.3
million on C$797.7 million of sales for the nine months ended
Sept. 30, 2012.  For the year ended Dec. 31, 2011, the Company
incurred a net loss of C$976.6 million on C$1.07 billion of sales.

The Company's balance sheet at Dec. 31, 2012, showed C$978.8
million in total assets, C$856.2 million in total liabilities and
C$122.6 million in equity.

A copy of the Report is available for free at http://is.gd/woz7l8

                       About Catalyst Paper

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

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

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

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

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

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

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

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

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

The Troubled Company Reporter reported on March 13, 2013, that the
firm 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.  RGS LLC serves as the Debtor's
financial advisor.


CENTENNIAL BEVERAGE: Court OKs Jack Martin as Special Counsel
-------------------------------------------------------------
Centennial Beverage Group LLC obtained permission from the U.S.
Bankruptcy Court to employ Jack Martin & Associates as special
counsel.

The Troubled Company Reporter reported on March 14, 2013, that JMA
has extensive experience representing clients in connection with
legal issues relating to the Texas Alcoholic Beverage Commission.
Moreover, JMA has begun working with the Debtor in anticipation of
potential interactions with the TABC.  Postpetition, JMA will
continue to represent the Debtor in its dealings with the TABC.

Compensation will be payable to JMA on an hourly basis, plus
reimbursement of actual, necessary expenses.  The primary
attorneys and paralegals within JMA who will represent Centennial
and their hourly rates for representing Centennial are:

  Professional                            Rates
  ------------                            -----
  M. Jack Martin III, Shareholder          $395
  Kimberly A. Frost, Shareholder           $375
  Lou Bright, Of Counsel                   $375
  Kyle V. Hill, Associate                  $275
  Amy Igo, Paralegal                       $150
  Rebecca Dacke, Paralegal                 $150

Prior to the petition date, JMA received a $15,000 retainer for
work to be performed by the firm during this bankruptcy case.

The Debtor believes JMA has no connection with creditors or other
parties with respect to the matters on which JMA is to be retained
that would prevent JMA from representing the Debtor.

                     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.  RGS LLC serves as the Debtor's
financial advisor.


CENTENNIAL BEVERAGE: Court OKs Committee Hiring of Munsch Hardt
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Centennial
Beverage Group, LLC, obtained the U.S. Bankruptcy Court's
permission to retain Munsch Hardt Kopf & Harr, P.C. as its
attorneys, effective as of Jan. 2, 2013.

The Troubled Company Reporter reported on March 13, 2013, that 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.

                     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.  RGS LLC serves as the Debtor's
financial advisor.


CHARLIE MCGLAMRY: Wins Confirmation of Chapter 11 Plan
------------------------------------------------------
Judge James P. Smith of the U.S. Bankruptcy Court for the Middle
District of Georgia, Macon Division, confirmed on Feb. 14, 2013,
the third amended plan filed by Charlie N. McGlamry, et al.

Under the Plan, all of the Debtor's non-exempt assets will be
transferred to and will vest in the McGlamry Liquidating Trust for
the benefit of the Debtor's creditors pursuant to the terms of the
Plan and the McGlamry Liquidating Trust Agreement.

The Plan will be funded through the post-effective date
liquidation of the assets transferred to the McGlamry Liquidating
Trust, payments of interest made by the W P Trust to the Plan
Trustee in the event the Plan Trustee elects to accept the W P
Trust Note or liquidation of the properties transferred from the W
P Trust and payment of certain amounts regarding AAA Asphalt
Products, Inc. in the event the Plan Trustee elects to accept the
properties and amounts in lieu of the W P Trust Note, payments of
Postpetition Disposable Income made by Debtor and the proceeds, if
any, of the recoveries from the prosecution of avoidance actions
by the Plan Trustee against third parties.

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

  http://bankrupt.com/misc/CHARLIE_N_MCGLAMRY_plan_3amended.pdf

                     About Charlie N. McGlamry

Centerville, Georgia-based real estate developer Charlie N.
McGlamry filed a petition for Chapter 11 protection, along with
his 14 companies, in Macon, Georgia on May 9, 2012.

Over the past 44 years, Mr. McGlamry has managed to successfully
develop numerous real estate developments in and around Houston
County, Georgia.  Mr. McGlamry continues to operate his real
estate development business through sole proprietorship McGlamry
Properties -- http://www.mcglamryproperties.com-- and USA Land
Development Inc.  Mr. McGlamry individually owns, through his sole
proprietorship, approximately, 74 acres of undeveloped commercial
property at the intersection of Russell Parkway and Corder Road in
Houston County, Georgia.  Mr. McGlamry established a number of
single member limited liability companies and sole shareholder
corporations to own and develop specific tracts of land.

Mr. McClamry and his affiliated companies sought joint
administration of their Chapter 11 cases and have Mr. McGlamry's
as the lead case (Bankr. M.D. Ga. Case No. 12-51197).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CLEAR CREEK: Court Confirms Chapter 11 Plan
-------------------------------------------
Judge Bruce Beesley of the U.S. Bankruptcy Court for the District
of Nevada confirmed on Jan. 28, 2013, the First Amended Joint
Chapter 11 Plan of Reorganization filed by Clear Creek Ranch II,
LLC.

As reported in the Dec. 27, 2012 edition of the TCR, the joint
reorganization plan by Clear Creek Ranch II LLC (CCRII) and Clear
Creek at Tahoe LLC (CCT) is underpinned by the Bankruptcy Court's
approval of a sale of the Debtors' Residential Property to
Clear Creek Residential LLC for $19,400,000 and a finding that
Clear Creek Residential is a bona fide purchaser for value.  Under
the parties' deal, Clear Creek Residential will pay $13,400,000,
in cash, at the close of escrow and acquire the Residential
Property subject to the Sierra Clouds Lien in the amount of
$6,000,000.  The sale agreement requires the closing of escrow to
occur on or before May 31, 2013.  The Residential Property will
remain subject to the Sierra Clouds Lien as provided in a
settlement with entities affiliated with Nevada businessman John
Serpa, Sr., and his sons, but will be transferred to Clear Creek
Residential free and clear of all other liens and encumbrances.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

Judge Bruce T. Beesley presides over the cases.  Vincent M.
Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq.,
at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine,
Calif., represented the Debtors as general reorganization counsel.
Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in
Reno, Nev., served as the Debtors as local reorganization counsel.
Beginning Oct. 5, 2012, the Tirre took the lead role, and the
Allen Matkins firm agreed to serve as special counsel.

No creditors' committee has been appointed by the Office of the
United States Trustee.


COMMONWEALTH GROUP: Files Chapter 11 Plan
-----------------------------------------
Commonwealth Group-Mocksville Partners, LP, delivered to the U.S.
Bankruptcy Court for the Eastern District of Tennessee, Northern
Division at Knoxville, a plan of reorganization and accompanying
disclosure statement.

Under the Plan, holders of unsecured claims less than $1,000 will
be paid on the effective date.  Holders of unsecured claims
exceeding $1,000 and the Davis County secured claim will be paid
in equal monthly installments, beginning on the effective of the
Plan, with a final payment of the balance owing on the second
anniversary of the effective date.  Equity interest holders will
retain their interests.

The Debtor proposes to pay allowed claims in full, with interest,
from its operation of Mocksville Town Commons Shopping Center.
The Secured Claim of PNC Bank will be reduced by a $140,000
principal payment.  Monthly payments of $37,109 will be made
beginning on the first month after the effective date of the plan.

A full-text copy of the Disclosure Statement, dated Jan. 31, 2013,
is available for free at http://bankrupt.com/misc/CGMPds0131.pdf

                     About Commonwealth Group

Commonwealth Group-Mocksville Partners, LP, filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012,
in Knoxville, Tennessee.  The Debtor disclosed $11,391,578 in
assets and $22,668,998 in liabilities in its amended schedules.
Commonwealth Group owns a retail center and adjacent undeveloped
land in Davie County, North Carolina.

Judge Richard Stair Jr. presides over the case.  Maurice K. Guinn,
Esq., at Gentry, Tipton & McLemore P.C., serves as counsel.  The
petition was signed by Milton Turner, chief manager and general
partner.


COMSTOCK MINING: Completes Offering of 5 Million Common Shares
--------------------------------------------------------------
Comstock Mining Inc. has completed its previously announced public
offering of 5 million shares of common stock at a price of $2.00
per share.

The net proceeds to the Company from the offering were
approximately $9.8 million, after deducting agent fees and
estimated offering expenses.  The Company intends on using the
proceeds from this offering to accelerate prerequisite
environmental studies, engineering and permitting for growing
production through the commercial development and expansion of
both the Lucerne and Dayton Mine plans.  The Company also intends
to use proceeds for expansion of its processing facilities
associated with this growth and plans for higher production rates
in 2013, potentially up to 1.5 million tons per annum.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $42.15 million in total
assets, $29.95 million in total liabilities and $12.19 million in
total stockholders' equity.


CONVERTED ORGANICS: Incurs $8.4 Million Net Loss in 2012
--------------------------------------------------------
Converted Organics Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $8.42 million on $1.52 million of revenue for the
year ended Dec. 31, 2012, as compared with a net loss of $17.98
million on $2.75 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.64 million
in total assets, $3.59 million in total liabilities and a $948,326
total stockholders' deficit.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/ocXhUa

                      About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.


COOPER-STANDARD AUTOMOTIVE: Moody's Changes Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Cooper-
Standard Automotive Inc. to negative. In a related action, Cooper-
Standard's Corporate Family and Probability of Default Ratings
were affirmed at B1 and B1-PD, respectively, and the ratings of
the 8.5% senior unsecured notes due 2018 were affirmed at B2. The
Speculative Grade Liquidity Rating was affirmed at SGL-3.

The following ratings were affirmed:

  Corporate Family Rating, at B1;

  Probability of Default, at B1-PD;

  $450 million senior unsecured notes due 2018, at B2 (LGD4, 58%)

The $125 million asset based revolving credit facility is not
rated by Moody's.

Ratings Rationale:

The revision of Cooper-Standard's rating outlook to negative
incorporates the weaker than expected performance of the company
over the recent quarters combined with Moody's expectation that
weak automotive demand in Europe (about 35% of 2012 revenues) will
continue to adversely impact the company's results over the coming
quarters. Moody's has revised its forecast for European light
vehicle sales to decline by 5% in 2013 compared to a previous
expectation of a 3% decline. Notably, weak demand is now affecting
northern European countries including Germany and the UK. Also
limiting the company's sales growth is the lower level of booked
business over the near-term which resulted from the limitations
placed on its new business bidding during the company's period in
Chapter 11 in 2009. EBIT/Interest for 2012 approximated 1.7x
(including Moody's standard adjustments), which is low compared to
other auto parts suppliers with similar ratings, and will likely
remain in this range until a robust recovery in European demand
occurs.

Cooper-Standard's B1 Corporate Family Rating continues to reflect
the company's leading market positions in its fluid handling and
vehicle sealing systems businesses and exposure to North America
(about 52% revenues) where macroeconomic conditions are
comparatively more favorable than in Europe. The rating also
reflects the company's debt/EBITDA leverage of 3.7x (including
Moody's Standard Adjustments) as of December 31, 2012. Cooper-
Standard's management has announced that it intends to increase
the level of capital expenditures in 2013 to support improvements
in global footprint and capabilities to win global platforms and
higher levels of restructuring expense focused on Europe.

Cooper-Standard is anticipated to have an adequate liquidity
profile over the next twelve months supported by cash on hand and
availability under the $125 million asset based revolving credit
facility. At December 31, 2012, the company had $270.6 million of
cash on hand. The revolving credit facility was undrawn and had
availability of $98 million after $27 million of issued letters of
credit. Free cash flow over the next twelve months is likely to be
only breakeven given the higher planned capital expenditures. This
incremental spending, about $20-$40 million according to the
company's guidance, is anticipated to be supported by operating
performance improvements derived from recent restructuring
activities. The primary financial covenant under the asset based
revolver is a springing fixed charge covenant of 1.1 to 1 when
availability falls below the greater of $18.75 million or 15% of
the facility commitment. The unsecured note does not have
financial covenants. Alternate liquidity is limited by debt
incurrence covenants under the notes for the company's restricted
subsidiaries.

Future events that have the potential to drive Cooper-Standard's
rating lower include continued regional weaknesses in global
automotive production which are not offset by successful
restructuring actions resulting in EBIT margins below 4.0%, or
EBIT/Interest coverage below 1.5x. Increased borrowings or
earnings declines leading to debt/EBITDA leverage above 4.0x, or a
weakening liquidity position would also drive a lower rating.

Future events that have the potential to stabilize Cooper-
Standard's outlook include: consistent free cash flow generation,
improvement in operating performance resulting in Debt/EBITDA
approaching 3.3x or EBIT/Interest coverage inclusive of
restructuring above 2.5x.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in January
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.

Cooper-Standard Automotive Inc., headquartered in Novi, Michigan,
is a leading global supplier of systems and components for the
automotive industry. Products include body sealing systems, fluid
handling systems and anti-vibration systems. The company had net
sales of $2.9 billion in 2012.


CRAWFORDSVILLE LLC: Can Employ Frost PLLC as Tax Accountants
------------------------------------------------------------
Crawfordsville LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Daniel M. Peregrin, CPA, and Frost PLLC
as its Tax Accountants to assist the Debtor with its corporate tax
analysis, tax accounting and tax reporting obligations.

The Debtor has engaged Frost since 2005 as its tax accountants and
independent auditors.  Postpetition, the Debtor requires the
services of Frost to render professional services to assist the
Debtor with its corporate tax analysis, tax accounting and tax
reporting obligations, including consultation and advice on past
and future partnership tax returns, tax-related issues arising
from or in connection with transactions and the pending adversary
proceedings, and assistance with providing adequate information in
any Disclosure Statement regarding Federal Tax consequences of any
plan, as required under 11 U.S.C. Section 1125(a)(1).

The Debtor proposes to engage Frost at its regular hourly rates:

    Professional           Rates
    ------------           -----
    Senior Partners     $325 - $487
    Junior Partners     $290 - $300
    Associates          $150 - $210
    Bookkeepers          $90 - $110
    Assistants              $65

Frost has not received any retainer.  The Debtor seeks authority
to give Frost a $12,500 post-petition retainer to guaranty payment
of its post-petition services and costs in connection with this
Chapter 11 case.

As of the Petition Date, the Debtor owed Frost $10,776 for pre-
petition services, but Frost has waived its prepetition bill, and
therefore, will not file a claim or seek compensation for its pre
petition work.

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

                       About Crawfordsville

Crawfordsville, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Iowa Lead Case No. 12-03748) in Council
Bluffs, Iowa, on Dec. 7, 2012.

Crawfordsville filed schedules disclosing $5.17 million in assets
and $32.2 million in liabilities, including $19.6 million owed to
secured creditors.  The Debtor owns parcels of land in Montgomery
County, Indiana.

A debtor-affiliate, Brayton LLC, disclosed assets of $14.2 million
and liabilities of $27.8 million in its schedules.  The Debtor
owns the 20-acre of land and buildings known as Goldfinch Place in
Audobon County, Iowa, which is valued at $1.68 million.  The
schedules say the company has $10.5 million in claims for
disgorgement and damages resulting from fraudulent conveyances and
preferential payments to dissociated partners.

Crawfordsville, et al., are subsidiaries of hog raiser Natural
Pork Production II, LLP, which filed for Chapter 11 bankruptcy
(Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des
Moines.


CRAWFORDSVILLE LLC: Can Employ Variant Capital as Banker
--------------------------------------------------------
Crawfordsville, LLC, sought and obtained approval from the
Bankruptcy Court to employ Variant Capital Advisors LLC as its
investment banker.

Variant Capital will perform services as it relates to a proposed
sale of the assets of South Harlan, Brayton and Crawfordsville and
the pork finishing facility in Colfax, Indiana, owned by parent
Natural Pork Production II, LLP in the Chapter 11 cases.

The firm has agreed to, among other things:

   a. assist NPPII, Brayton, Crawfordsville and South Harlan (the
      "Companies") in the preparation of an executive summary
      relating to the proposed transaction for distribution and
      presentation to potential purchasers;

   b. assist the Companies in the preparation and implementation
      of a marketing plan with respect to the proposed
      transaction; and

   c. assist the Companies in the screening of interested
      potential purchasers.

In consideration for Variant Capital's services, the Companies
have agreed to:

   a. Initial Payment: A non-refundable fee of $25,000, payable
      upon the entry of a Bankruptcy Court Order authorizing the
      employment of Variant Capital in the Chapter 11 Cases;

   b. Monthly Fee: A non-refundable monthly fee of $25,000,
      payable on the same business day of each month (or the first
      business day immediately following such day if such day is
      not a business day) commencing one month after receipt of
      the Initial Payment. In any event, Variant Capital will not
      be entitled to any more than three Monthly Fees and the
      third Monthly Fee paid shall be applied to any Sale Fee
      earned; plus

   c. Strategic Advisory Transaction Fee: Upon the closing of the
      transaction, the Companies will pay a fee (the "Sale Fee")
      equal to 30% of the aggregate Enterprise Value of the
      Transaction in excess of $20 million (the "Target Value").
      The Sale Fee, if earned, will be payable at the closing of
      the Transaction.

      In the event the aggregate value of the "stalking horse"
      purchase agreements for the assets subject to the
      Transaction approved by the Bankruptcy Court is less than
      the Target Value, the Companies and Variant Capital shall,
      in good faith, re-evaluate the Target Value in light of such
      reduced "stalking horse" values.

   d. Reimbursement of Expenses: Additionally, Variant Capital
      will be entitled to reimbursement of its reasonable and
      reasonably documented out-of-pocket expenses.

   e. Tail Period: Variant Capital will be entitled to the fees
      enumerated in the Engagement Letter Agreement if a
      Disposition is consummated:

      -- during the term of Variant Capital's engagement;

      -- during the 12 months following the termination or
         expiration of Variant Capital's engagement with any
         person or entity (or any other person or entity formed by
         or affiliated with such person or entity) identified to
         the Companies by Variant Capital or involving a person or
         entity as to which Variant Capital has performed services
         during the period of its engagement; or

      -- which results from an agreement in principle or a
         definitive agreement to effect the Transaction (or any
         part thereof) which is entered into during the term of
         Variant Capital's engagement or the 12 months following
         termination or expiration of Variant Capital's engagement
         identified to the Companies by Variant Capital or
         involving a person or entity as to which Variant Capital
         has performed services during the period of its
         engagement.

   f. Reasonableness of Fees: The Companies acknowledge and agree
      that the fees payable to Variant Capital hereunder are
      reasonable. The Companies and Variant Capital acknowledge
      and agree that the time worked, results achieved and
      ultimate benefit to the Companies of the work performed in
      connection with this engagement may be variable, all of
      which has been fully considered and factored into
      establishing the fees.

   g. Payment of Fees and Expenses: The Companies will pay all
      fees and expenses via wire transfer.

For the sake of complete disclosure, the Official Unsecured
Creditors Committee appointed in the case did file an application
with the Court to employ Conway Mackenzie, Inc., as Financial
Advisors to the Committee.  The Committee's application to employ
was approved on Dec. 12, 2012, on condition Conway MacKenzie's
engagement by the Committee be terminated as of that date, and for
the sole purpose of giving Conway MacKenzie an opportunity to file
a first and final fee application.

Variant Capital believes that it does not have any interest
adverse to the Debtor or its estate as that term is used in
Section 327(a) of The Bankruptcy Code. Variant Capital also
believes that it is a disinterested person as that term is defined
in Sec. 101(14).

                        About Crawfordsville

Crawfordsville, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Iowa Lead Case No. 12-03748) in Council
Bluffs, Iowa, on Dec. 7, 2012.

Crawfordsville filed schedules disclosing $5.17 million in assets
and $32.2 million in liabilities, including $19.6 million owed to
secured creditors.  The Debtor owns parcels of land in Montgomery
County, Indiana.

A debtor-affiliate, Brayton LLC, disclosed assets of $14.2 million
and liabilities of $27.8 million in its schedules.  The Debtor
owns the 20-acre of land and buildings known as Goldfinch Place in
Audobon County, Iowa, which is valued at $1.68 million.  The
schedules say the company has $10.5 million in claims for
disgorgement and damages resulting from fraudulent conveyances and
preferential payments to dissociated partners.

Crawfordsville, et al., are subsidiaries of hog raiser Natural
Pork Production II, LLP, which filed for Chapter 11 bankruptcy
(Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des
Moines.


CYCLONE POWER: Chief Executive Officer J. Landon Resigns
--------------------------------------------------------
James Landon, interim chief executive officer and director of
Cyclone Power Technologies, has stepped down from both positions
for personal reasons.  There were no disagreements between Mr.
Landon and the Company at the time of his departure.  Mr. Landon's
replacement has not been selected at the present time.

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

The Company reported a net loss of $23.70 million in 2011,
compared with a net loss of $2.02 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $1.62 million in total
assets, $3.88 million in total liabilities and a $2.25 million
total stockholders' deficit.

In its audit report for the year ended Dec. 31, 2011, results,
Mallah Furman, in Fort Lauderdale, FL, noted that the Company's
dependence on outside financing, lack of sufficient working
capital, and recurring losses raises substantial doubt about its
ability to continue as a going concern.


DCP LLC: Moody's Confirms B2 CFR & Revises Outlook to Stable
------------------------------------------------------------
Moody's Investors Service confirmed dcp LLC's and co-issuer dcp
Corp.'s ratings (B2 Corporate Family Rating and B1-PD Probability
of Default Rating) concluding the review for downgrade initiated
on September 6 2012. dcp's $165 million 5-year senior secured
notes rated B2 was also confirmed. The outlook was changed to
stable. The ratings were confirmed as no new debt has been issued
since the closing of the acquisition and the existing notes were
not redeemed by the company.

Moody's placed dcp on negative review following the agreement to
sell the company to Guggenheim Partners, Mandalay Entertainment
and Mosaic Media Investment Partners. The senior secured notes
contained a put option that allowed holders to put the notes at
101, but noteholders elected to hold the existing notes. The notes
also contain a make whole premium until August 15, 2013. After the
make whole expires, the notes are subject to a 105 3/8 call
premium until August 15, 2014 and are repayable at par after that
date.

While the company has not stated its plans for any changes to the
capital structure, Moody's believes that over time additional debt
may be issued at dcp. The new owners could potentially increase
the amount of debt on the balance sheet after the make whole
expires in August 2013 if the notes are redeemed or after the call
premium ends in August 2014. Covenants in the note indenture limit
the amount of additional debt that can be issued and therefore
presently provide protection to existing investors. If the terms
of the covenants were changed and additional debt was issued,
downward pressure on the existing ratings would result.

A summary of the ratings are as follows:

Issuers: dcp LLC and dcp Corp.

   Corporate Family Rating -- B2 confirmed

   Probability-of-Default Rating -- B1-PD confirmed

   Senior Secured Notes -- B2 confirmed (LGD changed to LGD 4,
   64% from LGD 4, 65%)

The rating outlook changed to stable from negative review.

dcp's B2 CFR is reflective of the company's modest scale and its
reliance on four annual events (The Golden Globes, American Music
Awards, Academy of Country Music Awards, and Dick Clark's New
Year's Rockin' Eve) and one FOX primetime reality dance
competition (So You Think You Can Dance) for the majority of its
cash flow. Also considered is the company's current high debt-to-
EBITDA leverage (estimated at 6.1x incorporating Moody's standard
adjustments for lease expenses), limited revenue scale, Golden
Globe's litigation, and modest free cash flow generation.

The rating is supported by dcp's core events that Moody's believes
will continue to attract large audiences, contribute to the
company's above average margins and are anticipated to be largely
contractual with broadcast network counterparties. While a
majority of dcp's cash flow is expected to be generated by its
core events, the company's revenue stream is relatively
predictable as license agreements are typically long term in
nature. Moody's anticipates that as its long-term licensing
contracts expire for its important award shows, new ones will be
negotiated which will result in increased fees. The non-renewal or
a reduction of one of dcp's contracts could materially impact
operating performance, as would the cancellation of its reality
dance competition (which is scheduled to start its tenth season
and up for renewal at the end of each season) without an adequate
replacement program. However, the company has increased its
efforts to develop new alternative revenue streams and produce new
shows that could help mitigate the impact of a loss or material
decline in any one of its five main shows. As some of the new
shows that dcp is producing are not owned by them, the EBITDA
margins are expected to be lower than its award shows. The company
has only a 50% economic interest in three of the shows and 100% of
the other two shows (American Music Awards and Dick Clark's New
Year's Rockin' Eve).

Moody's expects dcp will maintain an adequate liquidity profile.
While dcp operates without the benefit of a revolving credit
facility for back up liquidity, Moody's concern is mitigated by
its relatively stable cash flow and the indenture which permits
senior priority liens on up to $15 million of additional debt. The
cash balance of $42 million as of December 31, 2012 provides a
good source of liquidity. While Moody's expects the company to
generate sufficient cash flow and maintain adequate cash, it will
vary seasonally due to the $8.9 million interest payment to
noteholders in February and August each year. The company is
subject to an incurrence based covenant of 5x Total Debt to
consolidated cash flow, but its notes indenture does not possess
any financial maintenance covenants. dcp's assets are encumbered
as the notes are secured by an all asset pledge, providing for
limited alternative liquidity.

dcp LLC's $165 million of notes are secured by an all asset pledge
and guaranteed by all of the company's direct and indirect
subsidiaries. The one notch differential between the company's
Corporate Family Rating (B2) and Probability-of-Default Rating
(B1-PD) is reflective of its secured all bond capital structure.

The stable outlook is due to Moody's expectation for performance
to improve as new contracts are signed at higher rates for its
award shows and revenue grows from new programming initiatives. It
is likely that the notes will be taken out after August 2013 or
August 2014 and the new owners will likely refinance the capital
structure or consolidate the assets with other assets, in Moody's
opinion.

A positive rating action is not expected given the recent
acquisition of the company, ongoing Golden Globes litigation, and
concerns over the sustainability of its Dance series. However, a
positive action could occur, if leverage declined to under 4.5x on
a sustainable basis due to additional sources of growth from new
initiatives or the acquisition of additional assets. A resolution
of any material litigation would also be required.

A ratings downgrade is likely if leverage increases above 6.5x on
a sustained basis. If it should lose its production rights and
earnings from the Golden Globes or if Dance is unlikely to be
renewed without a comparable replacement, the ratings could be
downgraded.

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

dcp LLC (dcp) dba dick clark productions, Inc., is a private
corporation with its headquarters in Santa Monica, California,
develops and produces television programming for television
networks, first-run domestic syndicators, cable networks and
advertisers, primarily in the United States. The company was
acquired by Guggenheim Partners, Mandalay Entertainment and Mosaic
Media Investment Partners on September 28, 2012. Revenue for the
twelve months ended December 31, 2012 was $109 million.


DEARBORN BANCORP: Fidelity Bank Parent Files Chapter 7
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dearborn Bancorp Inc., the owner of a failed bank,
filed a petition for Chapter 7 liquidation (Bankr. E.D. Mich. Case
No. 13-44665) on March 11 in Detroit, disclosing assets of
$173,000 and debt totaling $24.2 million.

Subsidiary Fidelity Bank was taken over by regulators in April.
The 15 branches were transferred to Huntington National Bank.
Fidelity had $748 million in deposits.  The failure was estimated
at the time to cost the Federal Deposit Insurance Corp.
$92.8 million.

The parent Dearborn listed no secured debt.  Unlike some bank
holding companies, it didn't attempt to reorganize by utilizing
tax loses or attempting to sue regulators.

The holding company's stock briefly traded above $4 in April 2010.


DETROIT, MI: Jones Day's Kevyn Orr Named Financial Manager
----------------------------------------------------------
Micheline Maynard, writing for Forbes, reports that Jones Day's
bankruptcy specialist Kevyn Orr -- korr@jonesday.com -- was named
the city of Detroit's emergency financial manager Thursday.  Mr.
Orr, 54, he was part of the Jones Day team that worked on the
federally funded Chrysler bankruptcy.

Forbes also reports that during a news conference, Mr. Orr twice
referred to the possibility of using Chapter 9 bankruptcy as the
ultimate tool to set the troubled city to rights.

Forbes notes Mr. Orr's appointment comes after Michigan Gov. Rick
Snyder determined that a financial emergency existed in the city,
based on the recommendation of a bipartisan review board.  Mr.
Orr's initial term will last for 18 months, and he will earn
$275,000 a year, compared with $158,000 for Detroit Mayor Bing.

Forbes relates Mr. Orr resigned his partnership at Jones, Day,
although not required by law, in order to avoid any appearance of
impropriety, he said.  At the news conference, Orr said that the
Detroit case would be the "Olympics of restructuring." When he
asked his wife if he should take the position, she replied, "This
is your call to action."

The report also says the state has created a Web site, Detroit
Can't Wait, to track the process of the restructuring.


DETROIT, MI: S&P Alters Outlook to Stable on Emergency Mgr. Appt.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook to stable from negative on Detroit's unlimited- and
limited-tax general obligation (GO) bonds and pension obligation
certificates.  At the same time, Standard & Poor's affirmed its
'B' rating on the bonds.

The outlook revision follows the appointment of an emergency
manager (EM) by the state.

"We view the appointment of an emergency manager as a positive
step toward regaining structural balance and improving the city's
overall financial condition," said Standard & Poor's credit
analyst Jane Hudson Ridley.

The 'B' rating reflects S&P's view of the following credit
factors:

   -- The extent of the city's financial challenges, given a
      structural imbalance since 2003 and persistent cash flow
      pressures;

   -- The magnitude of long-term obligations facing the city,
      including potential swap counterparty payments, pension and
      other postemployment benefit cost pressures;

   -- Ongoing difficulty curing a structural deficit that arises
      primarily from economic-related revenue shortfalls
      exacerbated by a long-term population decrease that has
      diminished the city's revenue base; and

   -- Severe economic stress with monthly periods of unemployment
      exceeding 20%, although the rate has come down over time.

When S&P assigned the negative outlook to the rating in March
2012, it was prior to the enactment of a consent agreement (the
Financial Stability Agreement or FSA) between the city and the
state.  Since that time, the city has made changes, but the pace
has been slow, exacerbated by distractions within city government.

"The appointment of an EM allows the city to move forward in a
more efficient manner, continuing to make the types of adjustments
necessary to regain structural balance," added Ms. Ridley.


DETROIT, MI: Uncertainty Remains for Bondholders, Fitch Says
------------------------------------------------------------
The governor of Michigan announced on March 14 the appointment of
Kevyn Orr, a bankruptcy attorney, as emergency financial manager
(EFM) of Detroit (ULTGOs, LTGOs, Pension COPs respectively rated
CCC, CC, CC/Watch Negative). He will have strong powers to effect
change in the city's financial operations, to be made stronger on
March 28 when Public Act 436 takes effect, replacing Act 72.

Fitch says, "Once the EFM has served for 18 months, the law allows
the city council (with mayoral approval) to remove him and enter
mediation while proceeding with the EFM's budget plan for two
additional years. In addition to being able to alter existing
labor agreements, we expect the presence of the EFM to ease, at
least temporarily, what has been a cumbersome and politically
contentious decision-making environment.

"We would generally consider this development to be positive news
for bondholders. However, Orr has been reported in the press to
have made statements indicating he will be looking for savings
from current and retired employees as well as bondholders. In
contrast, Act 436 specifically requires the EFM to provide full
and timely debt repayment. Bankruptcy remains a risk, as Act 436
allows the EFM to recommend this option to the governor.

"It is unclear how these competing goals can be achieved, but it
seems clear that bondholder payments will be part of the dialogue
in the EFM's development of a plan to regain a solid financial
footing for the city. The standing of the swaps, which
counterparties have not yet opted to terminate, is uncertain given
the EFM's power to modify contracts. The EFM must submit a
financial and operating plan within 45 days of appointment, so
some level of clarity may come in the near term."


DEX ONE: Returns to Chapter 11 to Implement SuperMedia Merger
-------------------------------------------------------------
Directory firms Dex One Corporation and SuperMedia Inc. sought
bankruptcy court protection with prepackaged plans designed to
effectuate a merger between the companies.

Dex One, formerly known as R.H. Donnelley Corp, and SuperMedia
announced in August last year an agreement where the two companies
will combine in a stock-for-stock merger of equals, with Dex One
shareholders expected to own about 60%, and SuperMedia
shareholders the rest, of the combined company.

The two companies, however, were unable to obtain unanimous
consent from senior lenders on an amendment to their credit
agreements to extend the maturity dates of the companies' senior
secured debt of up to 26 months until Dec. 31, 2016.

Via the Chapter 11 process, only a majority vote in number of
claims and at least two-thirds in dollar value is necessary.  Of
the 400 senior secured lender votes received, an overwhelming
majority, or 398 of Dex One's senior lenders, were cast in favor
of the amendment plan.

The prepackaged plans intend to preserve the interests of all
investors without any impairment to existing Dex One or SuperMedia
equity holders and Dex One noteholders, according to a joint
statement by the companies.

                          Cost Synergies

Dex One said the merger is anticipated to result in a combined
company (a) with improved operating scale, (b) with between $150
million and $175 million of annual run rate cost synergies by
2015; (c) that will preserve approximately $1 billion in current
and future tax attributes that can be applied against the combined
entity's taxable income over time; and (d) that is well-positioned
to increase sales of profitable products and services and to phase
out unprofitable products and services.

The combined company will have more than 5,800 employees,
including more than 3,100 marketing consultants who establish
direct relationships with local business owners.  Initially, the
combined company will have relationships with more than 700,000
businesses.

The companies expect the merger to be completed in 45 to 60 days.

"This process will facilitate the completion of our merger with
Dex One and ensure the financial and strategic benefits of the
merger identified and communicated previously remain unchanged,"
said Peter McDonald, president and CEO of SuperMedia.  "A
substantial majority of our lenders and stockholders have pledged
their support for this transaction and we remain committed to
closing it in the first half of this year.  The new company will
be the trusted marketing consultant to help local businesses
across the United States grow."

"This combination is good for customers, investors, consumers and
employees, and creates a stronger company that can penetrate more
of the local marketplace," said Alfred Mockett, CEO of Dex One.
"By joining two industry leaders to create a national provider of
social, local and mobile marketing solutions, we believe Dex One
and SuperMedia will accelerate the transformation of the newly
combined company and be positioned to deliver outstanding service
and support.  Throughout the merger process, the employees from
both companies have demonstrated great dedication, and remain
focused on exceeding the needs of local businesses in the markets
we serve."

                        No DIP Financing

Dex One and SuperMedia have filed a series of motions with the
Court to ensure the continuation of normal operations, including
requesting Court approval to continue paying employee wages and
salaries and providing employee benefits without interruption.
The companies also are seeking Court authorization to continue
paying vendors, suppliers and service providers in full under
customary terms for all goods and services, including those
provided before the filing date.  The companies expect the Court
to approve these requests shortly.

Pursuant to the proposed plans, Dex One and SuperMedia do not
need, nor intend to obtain debtor-in-possession (DIP) financing
during the reorganization.  The companies maintain substantial
cash balances and continue to generate positive cash flow.

                          About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile and Dex
CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013.  Dex One
disclosed total assets of $2.84 billion and total liabilities of
$2.79 billion as of Dec. 31, 2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833) and changed its name to
Dex One Corp. after emerging from bankruptcy in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC

                         About Supermedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

As of Dec. 31, 2012, SuperMedia had approximately 3,200 employees,
of which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013.
SuperMedia disclosed total assets of $1.4 billion and total debt
of $1.9 billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


DEX ONE: Terms of Full-Payment Prepackaged Plan
-----------------------------------------------
The largest print and online directory publishers in the U.S., Dex
One Corporation and SuperMedia Inc. have sought Chapter 11
protection to effectuate a merger.  The two companies filed
separate prepackaged Chapter 11 plans.

Dex One says that an overwhelming majority of its secured lenders
and shareholders have voted to accept the prepackaged chapter 11
plan, which provides for consummation of the merger.

The Disclosure Statement says the Plan provides for these terms:

     -- Unclassified claims.  Holders of allowed administrative
claims, priority tax claims, and professional claims will be paid
in full in cash or reinstated, as applicable. [Plan Recovery:
100%, Liquidation Recovery: 100%].

     -- Other secured and priority claims.  Holders of secured tax
claims (Class 1), other secured claims (Class 2), and other
priority claims (Class 3) will be paid in full in cash or
reinstated, as applicable. [Plan Recovery: 100%, Liquidation
Recovery: 100%].

     -- $219.7-Mil. Allowed Subordinated Notes Claims (Class 4).
The $300 million aggregate principal amount of 12% /15% senior
subordinated notes due 2017, of which $219.7 million remains
outstanding as of Dec. 31, 2017, will be reinstated.  Holders of
the notes are unimpaired and deemed to accept the Plan. [Plan
Recovery: 100%, Liquidation Recovery: 0%].

     -- Credit Facility Claims.  Dex One's secured credit
agreements for term loans that mature Oct. 24, 2014, will be
amended and restated to extend their maturity to Dec. 31, 2016.
JPMorgan Chase Bank, N.A. is the administrative agent for the Dex
East and Dex West lenders.  Duetsche Bank Trust Company Americas
is the administrative agent for the RHDI Lenders.  The amended and
restated credit agreements will require interest payments and
quarterly amortization payments of principal as follows:

    (a) Dex East Secured Credit Agreement with outstanding balance
        of $511.8 million (Class 5).  Holders of these claims are
        impaired and were entitled to vote on the Plan.  Of the
        claim holders that voted on the Plan, 99.06% of holders --
        holding 97.23% of the claims -- voted to accept the Plan.

        Class 5 claim holders will receive principal payments of:

        (1) $16,250,000 for each fiscal quarter in fiscal 2013;

        (2) $13,750,000 for each fiscal quarter in fiscal 2014;
            and

        (3) $11,250,000 for each fiscal quarter in fiscal 2015 and
            2016, with all remaining outstanding amounts due at
            maturity.

        Interest will be paid (1) with respect to any base rate
        loan, quarterly, and (2) with respect to any Eurodollar
        loan, on the last day of the interest period applicable to
        such borrowing, at each respective borrower's option as
        follows:

        (1) the highest (subject to a floor of 4.00%) of (1) the
            prime rate, (2) the federal funds effective rate plus
            0.50%, and (3) one month Adjusted LIBO Rate plus
            1.00%, in each case as in effect on such day plus an
            interest rate margin for base rate loans. The interest
            rate margin for base rate loans will be 2.00% per
            annum; or

        (2) the higher of (1) Adjusted LIBO Rate and (2) 3.00%, in
            each case plus an interest rate margin for Eurodollar
            loans.  The interest rate margin for Eurodollar loans
            will be 3.00% per annum. Dex East will be able to
            elect interest periods of one, two, three, or six
            months for Eurodollar borrowings.

        [Plan Recovery: 100%, Liquidation Recovery: 13%-16%]

    (b) Dex West Secured Credit Agreement with outstanding balance
        of $486.6 million (Class 6).  Of the claim holders that
        voted on the Plan, 100% of holders, holding 100% of class
        6 claims, voted to accept-the Plan.

        Principal payments of $11,250,000 will be made for each
        fiscal quarter in fiscal 2013 through fiscal 2016, with
        all remaining outstanding amounts due at maturity on
        Dec. 31, 2016.

        Interest will be paid (1) with respect to any base rate
        loan, quarterly, and (2) with respect to any Eurodollar
        loan, on the last day of the interest period applicable to
        such borrowing, at each respective borrower's option as
        follows:

        (1) the highest (subject to a floor of 4.00%) of (1) the
            prime rate, (2) the federal funds effective rate plus
            0.50%, and (3) one month Adjusted LIBO Rate plus
            1.00%, in each case as in effect on such day plus an
            interest rate margin for base rate loans. The interest
            rate margin for base rate loans will be 4.00% per
            annum; or

        (2) the higher of (1) Adjusted LIBO Rate and (2) 3.00%, in
            each case plus an interest rate margin for Eurodollar
            loans.  The interest rate margin for Eurodollar loans
            will be 5.00% per annum.  Dex West may elect interest
            periods of one, two, three, or six months for
            Eurodollar borrowings.

        [Plan Recovery: 100%, Liquidation Recovery: 14%-18%]

    (c) RHDI Secured Credit Agreement with outstanding balance of
        $746.7 million (Class 7).  Of the claim holders that voted
        on the Plan, 99.35% of holders, holding 99.59% of class 7
        claims, voted to accept the Plan.

        The claim holders will receive principal payments of:

        (1) $10,000,000 for each fiscal quarter in fiscal 2013 and
            fiscal 2014;

        (2) $7,500,000 for each fiscal quarter in fiscal 2015; and

        (3) $6,250,000 for each fiscal quarter in fiscal 2016,
            with all remaining outstanding amounts due at
            maturity.

        Interest will be paid (1) with respect to any base rate
        loan, quarterly, and (2) with respect to any Eurodollar
        loan, on the last day of the interest period applicable to
        such borrowing, at each respective borrower's option as
        follows:

        (1) the highest (subject to a floor of 4.00%) of (1) the
            prime rate, (2) the federal funds effective rate plus
            0.50%, and (3) one month Adjusted LIBO Rate plus
            1.00%, in each case as in effect on such day plus an
            interest rate margin for base rate loans. The interest
            rate margin for base rate loans will be 5.75% per
            annum; or

        (2) the higher of (1) Adjusted LIBO Rate and (2) 3.00%, in
            each case plus an interest rate margin for Eurodollar
            loans.  The interest rate margin for Eurodollar loans
            will be 6.75% per annum. RHDI may elect interest
            periods of one, two, three, or six months for
            Eurodollar borrowings.

        [Plan Recovery: 100%, Liquidation Recovery: 12%-16%]

     -- General Unsecured Clams (Class 8).  Holders of allowed
general unsecured claims will be paid in full in cash on the later
of the effective date of the Plan or in the ordinary course of
business.  They are unimpaired and deemed to accept the Plan.
[Plan Recovery: 100%, Liquidation Recovery: 0%]

     -- Dex One Interests (Class 9).  Holders of Allowed Dex One
Interests will receive shares of Newdex Common Stock, and Dex One
Interests will be extinguished on the Effective Date.  Holders of
Dex One stock will receive 0.2 shares of Newdex common stock for
each interest.  Upon Consummation of the Plan, it is anticipated
that holders of Dex One Interests will hold 60% of the shares of
common stock of Newdex with SuperMedia stockholders holding 40%.
The 99.90% of Dex One interests voted on the Plan were cast to
accept the Plan. [Plan Recovery: 100%, Liquidation Recovery: 0%]

     -- Intercompany Interests (Class 10).  Intercompany interest
will be left unaltered and rendered Unimpaired.

     -- Section 510(b) Claims.  Holders of subordinated claims
under 11 U.S.C. Sec. 510(B) (Class 11) will be paid in full in
cash or treated like holders of interest in Class 9.  They are
impaired and presumed to reject the Plan.

On the Effective Date, the Dex One Debtors or the Reorganized
Debtors, as the case may be, may take actions, in their sole
discretion as are necessary or appropriate to effect the Merger,
including:

    * Dex One merging with and into Newdex, with Newdex surviving
      the merger;

    * immediately thereafter, Spruce Acquisition Sub, Inc. merging
      with and into SuperMedia, with SuperMedia surviving the
      merger as a wholly owned subsidiary of Newdex;

    * immediately thereafter, only if the option set forth in
      Section 1.2(b) is exercised, the distribution
      of stock in accordance with Section 1.2(b); and

    * immediately thereafter, the entry into, delivery of and
      effectiveness of the amended and restated credit agreements
      and the other amended and restated credit documents
      contemplated to be effective or delivered on the Effective
      Date.

SuperMedia will be a direct wholly owned subsidiary of Newdex,
which will change its name from Newdex, Inc. to Dex Media, Inc.
and will be a publicly traded corporation.

Section 1.2(b) provides that the Dex One Debtors, with the consent
of the SuperMedia Debtors, will have the option on the Effective
Date to issue and distribute Newdex Common Stock to the
Distribution Agent for the benefit of the Designated Employee
Benefit Plans in an amount necessary to give rise to an ownership
change as defined in 26 U.S.C. Sec. 382(g) (but in no event to
exceed 10% of the Newdex Common Stock issued on the Effective
Date).

The support agreement signed by the senior lenders and interest
holders require the Debtors to obtain confirmation of the Plan
within 50 days after the Petition Date.

The Debtors are asking the Court to schedule a combined hearing on
the Plan and explanatory Disclosure Statement in April.  The
Debtors are asking the Court to approve this timeline:

          Event                   Date
          -----                   ----
     Voting Record Date        Jan. 25, 2013
     Start of Solicitation     Feb. 11, 2013
     Voting Deadline           Mar. 13, 2013
     Petition Date             Mar. 18, 2013
     Notice Date               Mar. 21, 2013
     Objection Deadline        Apr. 18, 2013
     Reply Deadline            Apr. 22, 2013
     Confirmation Hearing      Apr. 25, 2013

A copy of the Chapter 11 plan is available for free at:

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

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

    http://bankrupt.com/misc/Dex_One_Plan_Outline.pdf
    http://bankrupt.com/misc/Dex_One_Plan_Outline2.pdf

                          About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.

Dex One disclosed total assets of $2.84 billion and total
liabilities of $2.79 billion as of Dec. 31, 2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC


DEX ONE: Seeks to Use Cash and Pay Prepetition Claims
-----------------------------------------------------
To ensure the continuation of normal operations, Dex One Corp.
filed a variety of first day motions with the Bankruptcy Court,
including requests to pay prepetition employee wages and salaries
and benefits, and continue paying vendors, suppliers and service
providers in full under customary terms for all goods and
services, including those provided before the filing date.

The Debtors also filed a motion to use cash collateral in the
ordinary course of business to procure goods and services from
vendors, pay employees, create digital and print advertising for
their clients, and satisfy other working capital needs.

The Debtors propose that the secured lenders, led by JPMorgan
Chase Bank, N.A., as the administrative agent for the Dex East and
Dex West lenders, and Duetsche Bank Trust Company Americas, the
administrative agent for the RHDI Lenders, will receive as
adequate protection: (a) superiority claims under Sec. 507(b) of
the Bankruptcy Code; (b) first priority liens on unencumbered
property, liens junior to certain existing liens, and liens senior
to certain existing liens; (c) payment of accrued and unpaid
prepetition interest, fees and costs, based on the applicable non-
default rate set forth in the credit agreements; and (d) payment
of fees and expenses incurred by professionals hired by the
administrative agents.

The Debtors are seeking authority to pay allowed prepetition
claims of certain general unsecured creditors and creditors whose
claims may give rise to liens under certain state and federal laws
in the ordinary course of business.  The Debtors request that as a
condition to payment, creditors subject to a prepetition contract
be required to maintain or apply contractual terms that are at
least as favorable as those terms existing prepetition.  In the
event a creditor ceases to provide its customary terms, the
Debtors may deem the payment to apply instead to any postpetition
amount that may be owing to the creditor or treat the payment as
an avoidable postpetition transfer of property.  The Debtors
expect to make payments of $42.3 million to creditors within 45
days of the Petition Date in the ordinary course of business:

  Category                                               Amount
  --------                                               ------
Accounting, Audit, and Finance Services                 $580,000
Communications Advertising & Corporate
   Communications Services                              $300,000
IT Hardware, Software, and Service Providers          $3,330,000
Directory Distribution, Shipping, and Warehousing     $2,160,000
Directory Printing, Paper, and Recycling Suppliers   $12,260,000
Executive Services, Legal Firms and Services,
  General Operations and Human Resources Services,
  Labor Relations and Recruiting Services             $5,490,000
Real Estate, Utilities, and Facilities Services       $1,420,000
Marketing Sales and Marketing Services               $16,750,000
                                                     -----------
                                         Total       $42,290,000

The Debtors also seek to pay $1.94 million in outstanding sales
and use taxes, deposit $270,000 into a newly created, segregated
account within 20 days of the Petition Date as adequate assurance
for utility providers, and pay $2.5 million in prepetition wages,
S1.3 million in outstanding commissions, and $2.4 million for
healthcare coverage for employees.

The Debtors are asking the Court to enter an order scheduling a
combined hearing on their prepackaged Chapter 11 plan and
disclosure statement on April 25.  The Debtors ask the Court to
direct that the U.S. Trustee not convene a meeting of creditors
under 11 U.S.C. Sec. 341(a) if the Plan is confirmed within 75
days of the Petition Date.

                          About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC


DEX ONE: Asks Court to Restrict Equity Trades to Protect NOLs
-------------------------------------------------------------
Dex One Corp., which has sought bankruptcy to complete a merger
with SuperMedia Inc., says certain transfers of the equity
securities effected before the effective date of the its
prepackaged plan may trigger an "ownership change" for IRC
purposes, severely endangering the Debtors' ability to utilize net
operating losses and causing substantial damage to the Debtors'
estates.

As of the Petition Date, the Dex One Debtors have NOLs of
approximately $1.0 billion.  The Debtors anticipate that
utilization of the NOLs in future tax years will generate up to
$400 million in cash savings from reduced taxes considering an
assumed effective tax rate of 40% for the combined post-emergence
company.

The Dex One Debtors accordingly filed with the Bankruptcy Court a
motion to implement a mechanism by which the Debtors will monitor,
and object to, certain transfers of the equity securities to
ensure preservation of the NOLs.  In sum, the procedures are as
follows:

   * Any entity that has, or has had at any time since the date
that is three years prior to the Petition Date, direct or indirect
beneficial ownership of 4.5% or more of the Equity Securities must
serve and file a Declaration of Substantial Shareholder.

   * Prior to effectuating any transfer of the Equity Securities
that would (a) impact the size of a Restricted Substantial
Shareholder's beneficial ownership, or (b) would result in another
entity becoming or ceasing to be a Restricted Substantial
Shareholder, the parties to such transaction must serve and file a
Declaration of Proposed Transfer.

   * The Debtors have 14 calendar days after receipt of a
Declaration of Proposed Transfer to object to the proposed
transaction.

   * If the Debtors timely object, the proposed transaction
remains ineffective pending a ruling thereafter on the merits.

   * If the Debtors do not object, the proposed transaction may
proceed.

   * Any transfer of the Equity Securities in violation of the
Procedures will be null and void ab initio.

As of the Petition Date, six registered holders of the Equity
Securities beneficially hold greater than 4.5% of the issued and
outstanding Equity Securities.

                          About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC


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

     Case No.    Debtor Entity
     --------    -------------
     13-10533    Dex One Corporation
                   1001 Winstead Drive
                   Cary, NC 27513
                   aka R.H. Donnelley Corporation
     13-10534    Dex Media, Inc.
     13-10535    Dex Media East, Inc.
     13-10536    Dex Media West, Inc.
     13-10537    Dex Media Service LLC
     13-10538    Dex One Digital, Inc.
     13-10539    Dex One Service, Inc.
     13-10540    R.H. Donnelley Inc.
     13-10541    R.H. Donnelley APIL, Inc.
     13-10542    R.H. Donnelley Corporation
     13-10543    Newdex, Inc.
     13-10544    Spruce Acquisition Sub, Inc.

Chapter 11 Petition Date: March 17, 2013

Court: United States Bankruptcy Court
       District of Delaware

Judge: Hon. Kevin Gross

Debtors' Counsel:  Laura Davis Jones, Esq.
                   Peter J. Keane, Esq.
                   PACHULSKI STANG ZIEHL & JONES LLP
                   919 N. Market Street, 17th Floor
                   Wilmington, DE 19899-8705
                   Tel: 302 652-4100
                   Fax: 302-652-4400
                   E-mail: ljones@pszjlaw.com
                           pkeane@pszjlaw.com

                        - and -

                   James H.M. Sprayregen, P.C., Esq.
                   Marc Kieselstein, P.C., Esq.
                   Christopher J. Marcus, P.C., Esq.
                   KIRKLAND & ELLIS LLP
                   601 Lexington Avenue
                   New York, NY 10022-4611
                   Telephone: (212) 446-4800
                   Facsimile: (212) 446-4900
                   E-mail: james.sprayregen@kirkland.com
                           marc.kieselstein@kirkland.com
                           christopher.marcus@kirkland.com

Debtors' Investment
Banker & Financial
Advisors:          Houlihan Lokey Capital, Inc.

Debtors' Claims
& Notice Agent:    Epiq Bankruptcy Solutions, LLC

Total Consolidated Assets at Dec. 31, 2012: $2,835,417,735

Total Consolidated Liabilities at Dec. 31, 2012: $2,794,808,311

The Dex One petitions were signed by Gregory W. Freiberg,
Executive Vice President and Chief Financial Officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                    Nature of Claim     Claim Amount
   ------                    ---------------     ------------
BANK OF NEW YORK MELLON      Senior              $219,707,502
101 Barclay Street,          Subordinated        (principal
Floor 8 West                 Notes               amount)
New York, NY 10286
Fax: (212) 298-1915
Attn: Corporate Trust
Administration

GOOGLE INC.                  Trade debt           $10,950,299
1600 Amphitheatre Parkway
Mountain View, CA 94043
Fax: (650) 649-2939
Attn: General Counsel

R.R. DONNELLEY               Trade debt            $4,930,670
RECEIVABLES INC.
77 West Wacker Drive
Chicago, IL 60601-1696
Fax: (302) 655-5049
Attn: RRD General Counsel
and
370 17th Street, Suite 2100
Denver, CO 80202
Fax: (303) 376-8680
Attn: RRD & Sons Company Major
Accounts Manager

PRODUCT DEVELOPMENT          Trade debt            $3,782,652
CORPORATION
20 Ragsdale Drive
Suite 100
Monterey, CA 93940
Fax: (831) 333-0110
Attn: Peter Boulais (President)
and
PDC 7272 E Gainey Ranch Road
Unit 40
Scottsdale, AZ 85258
Attn: Hass Tebelmann

YP LLC                       Trade debt            $1,988,748
(a/k/a YELLOWPAGES.COM)
611 N Brand Boulevard
Fifth floor
Gendale, CA 91203
Fax: (818) 241-1002
Attn: Senior VP Business Development
and General Counsel

SPECIALTY DIRECTORY          Trade debt            $1,773,647
DISTRIBUTION SERVICES INC.
160 Corporate Woods Drive
Bridgeton, MN 60344
Fax: (770) 932-8835
Attn: Jim Fowler

YAHOO INC.                   Trade debt            $1,504,172
701 First Avenue
Sunnydale, CA 94089
Fax: (408) 349-7941
Attn: General Counsel

AMDOCS INC.                  Trade debt              $852,008
1390 Timberlake
Manor Parkway
Chesterfield, MO 63107-6041
Fax: (314) 212-7500
Attn: CBE and VP for
Dex One and General Counsel

HCL AMERICA, INC.            Trade debt              $684,776
330 Poterer Avenue
Sunnyvale, CA 94085
Attn: Chief Financial Officer

BOOSTABILITY                 Trade debt              $673,795
SEOTownCenter, Inc.
795 East 340 North
Suite 202
American Fork, UT 84003
Fax: (801) 228-2546
Attn: General Counsel

TELMETRICS, INC.             Trade debt              $655,074
2680 Skymark Avenue,
Suite 900
Mississauga, ON L4W 5L6
Fax: (905) 219-8201
Attn: General Counsel

QWEST                        Trade debt              $637,172
1801 California
Suite 5200
Denver, CO 80202-2658
Fax: (303) 992-1724
Attn: EVP - General Counsel
(Richard Baer)

QUAD/GRAPHICS                Trade debt              $504,446
PRINTING CORP.
612 St-Jacques Street
Montreal (Quebec)
Canada H3C 4M8
Attn: VP Legal Affairs

ACCOLO, INC.                 Trade debt              $444,531
900 Larkspor
Landing Circle
Suite 160
Larkspor, CA 94939
Fax: (415) 329-1776
Attn: Beth Miller
and VP Sales

ADVANTAGE HUMAN              Trade debt              $334,504
RESOURCING
855 Main Street, 7th Floor
Bridgeport, CT 06604
Attn: Kristin Clowes - VP

TATA AMERICA INTERNATIONAL   Trade debt              $331,285
CORPORATION
101 Park Ave, 26th floor
New York, NY 10178
Fax: (212) 867-8652
Attn: Senior VP and
General Counsel

PETOSKEY PLASTICS INC.       Trade debt              $244,900
1100 W Grant Street
Hartford City, IN 47348
Fax: (231) 347-2878
Attn: General Counsel

CH ROBINSON                  Trade debt              $239,537
WORLDWIDE, INC.
17330 Wright Street
Suite 210
Omaha, NE 68130
Fax: (402) 330-3046
Attn: Tim Lukowski
and
4701 Charlson Road
Suite 1200
Eden Prairie, MN 55347
Fax: (952) 937-6714
Attn: Legal Department

OUTBRAIN, INC.               Trade debt              $197,568

YELLOWBOT                    Trade debt              $175,540

BLACK BOX NETWORK SERVICES   Trade debt              $162,991

BULLDOG SOLUTIONS, INC.      Trade debt              $136,859

ADMINISTRATIVE RESOURCE      Trade debt              $134,932
OPTIONS, INC.

HGS (USA)                    Trade debt              $129,838

STUDIONOW, INC.              Trade debt              $128,284

PERFECT SEARCH MEDIA CORP.   Trade debt              $114,800

ASPEN MARKETING SERVICES     Trade debt               $98,810

DIRXION LLC                  Trade debt               $94,840

BIEMEDIA, LLC                Trade debt               $80,376

PENSION BENEFIT GUARANTY     Pension             Undetermined
CORPORATION


DOWLING COLLEGE: S&P Lowers Longterm Debt Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
debt issued for Dowling College, N.Y. to 'B' from 'BB'.   The
rating remains on CreditWatch with negative implications.  The
debt is a general obligation of the college.

"On May 24, 2012, we placed our rating on Dowling College's debt
on CreditWatch with negative implications reflecting our view of
the college's significant enrollment decreases, low financial
resources ratios, and termination of a commercial bank's line of
credit following a financial covenant violation," said Standard &
Poor's credit analyst Emily Avila.

Since that time, S&P believes Dowling College faces additional
business risk due to its loss of access to the credit markets and
monetary support from the board, recent sale of university real
estate investment assets to cover operational needs, and
transitional risks associated with the significant turnover of the
management team.

"Therefore, we have lowered our rating on the college's debt,
reflecting our assessment of continued dramatic enrollment
decreases and resulting pressures on net tuition revenue," Ms.
Avila added.

Although the college has the capacity to make debt service
payments, in S&P's view, adverse business, financial, or economic
conditions will  likely impair itscapacity to meets its
obligations on the bonds.

The 'B' rating reflects what S&P views as Dowling College's:

   -- Loss of access to the credit markets;

   -- Historically negative operating results;

   -- Significant enrollment decreases at the undergraduate and
      graduate levels in the past four years;

   -- Low financial resources, with expendable resources of
      $14 million representing 17% of operations and 25% of debt
      at fiscal year-end 2012;

   -- Heavy budget reliance on tuition and other student-generated
      revenues, which accounts for 96% of fiscal 2012 operating
      revenues and have increased recently;

   -- Very small $2 million endowment compared with a high debt
      level of $56 million;

   -- Moderately high maximum annual debt service burden of 8%;
      and

   -- Continued turnover in key management positions.

Dowling College remains on CreditWatch pending receipt of cash
flow projections that demonstrate the college's source and uses of
cash through 2014.  S&P expects the college to provide this
additional information and for S&P to resolve the CreditWatch
within the next 60-90 days.  S&P could take further downward
rating actions if projections show a significant weakness in the
college's cash position.



DUNE ENERGY: Incurs $7.8 Million Net Loss in 2012
-------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$7.85 million on $52.14 million of total revenues for the year
ended Dec. 31, 2012, as compared with a net loss of $60.41 million
on $62.89 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $266.46
million in total assets, $118.43 million in total liabilities and
$148.02 million in total stockholders' equity.

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

                        http://is.gd/g5iB1p

                      Executive Compensation

On March 5, 2013, the Board of Directors of Dune Energy, Inc.,
approved certain compensation arrangements for the Company's
employees, including the Company's senior executives.  The Board
approved a new cash bonus plan for the Company's employees,
including the Company's senior executives, for 2013.  Each
participant in the 2013 Bonus Program is assigned a target bonus
for 2013.  A participant's bonus will be determined by multiplying
the participant's target bonus by a performance factor determined
based upon the Company's performance and the participant's
individual performance.  Actual bonuses may range from 0% (no
bonus) to 200% of the participant's target bonus.  The metrics
used to determine each participant's bonus under the 2013 Bonus
Program will be (i) reserve growth, (ii) production growth, (iii)
lease operating expense reduction and (iv) individual goals.  No
minimum bonus is required under the 2013 Bonus Program.

The following table sets forth the target bonus under the 2013
Bonus Program for the Company's named executive officers:

Officer and Title                                Target Bonus
-----------------                                ------------
James A. Watt, Pres. and CEO                      $550,000
Frank T. Smith, Jr., SVP and CFO                   $222,000
Hal L. Bettis, Chief Operating Officer             $190,000
Richard H. Mourglia, SVP, Land and Gen. Counsel    $167,000

Mr. Watt's base salary remains $550,000 per year.  Messrs. Smith,
Bettis and Mourglia received a base salary increase.  Mr. Smith's
base salary is $316,000 per year.  Mr. Bettis' base salary is
$316,000 per year.  Mr. Mourglia's base salary is $278,000 per
year.

                     Amends Form S-1 Prospectus

The Company filed a post-effective amendment no. 1 to the Form S-1
registration statement to update and supplement the information
contained in the Registration Statement, as originally declared
effective by the Securities and Exchange Commission on June 13,
2012, to include the information contained in the Company's Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2012.

The prospectus relates to the resale of up to 29,174,957 shares of
common stock, par value $0.001 per share, of the Company.  The
common stock may be offered for sale from time to time by West
Face Long Term Opportunities Global Master L.P., TPG Opportunity
Fund I, L.P, Mardi Gras Ltd., et al.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "DUNR."  On March 6, 2013, the closing price of
the Company's common stock on the bulletin board was $2.00.

A copy of the amended prospectus is available at:

                        http://is.gd/pAa3YH

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.


DYNEGY INC: Judge Morris Confirms 4 Operating Units' Joint Plan
---------------------------------------------------------------
Four operating debtor subsidiaries of Dynegy Inc. obtained
confirmation of their plan of liquidation last week, allowing the
remaining debtors to consummate a settlement agreement resolving
some lease trustee claims and sell their facilities.

In a March 15, 2013 decision, the Hon. Cecelia G. Morris concluded
that the Joint Liquidation Plan of Dynegy Northeast Generation,
Inc., Hudson Power, LLC, Dynegy Danskammer, LLC, and Dynegy
Roseton, LLC satisfied the confirmation requirements under the
Bankruptcy Code.

A copy of Judge Morris' March 15 Confirmation Order is available
for free at:

     http://bankrupt.com/misc/DYNEGY_UnitsConfOrd_Mar15.pdf

As reported by The Troubled Company Reporter on March 12, 2013,
the Plan as amended provides for (1) the full recovery Class 1
Priority Claims and Class 2 Secured Claims, (2) a 11% to 19%
recovery for holders of Class 3 Gen. Unsecured Claims, (3) a 66%
to 99% recovery for holders of Class 4 Convenience Claims, and (4)
no recovery for holders of Class 6 Equity Interests in Dynegy
Northeast. Recovery for Class 5 Lease GUC Claims is unknown.  A
copy of the latest version of the Amended Joint Liquidation Plan
is available at:

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

The Plan got overwhelming support from the Operating Debtors'
creditors.

All objections to the Plan, including the U.S. Trustee objection
on the scope of plan releases and injunction, are overruled on
their merits, the Court held.

Dynegy Inc. will be the Plan Administrator and, Dynegy Assistant
Treasurer Kimberly Peck will serve as the authorized
representative of the Plan and as sole director and officer of the
Post-Effective Plan Debtors.  The Plan Administrator will not
receive compensation for its services.

The Settlement Agreement, as approved in June 2012, provides that
the Lease Trustee is allowed unsecured claims related to lease
documents $454.7 million against Dynegy Roseton and $85.2 million
against Dynegy Danskammer.  The Lease Trustee is also allowed
administrative expense claims for postpetition accured rent for
$42.1 million and against Dynegy Roseton and $3.1 million against
Dynegy Danskammer.

The Settlement further requires that the Operating Debtors use
reasonable efforts to sell their facilities.  As a result, the
Operating Debtors obtained court authority in December 2012 to
sell the Roseton Plant Facility to LDH U.S. Asset Holdings LLC and
the Danskammer Plant Facility to ICS NY Holdings, LLC.


                          About Dynegy

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

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

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

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

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

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

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., filed their own
joint plan of liquidation on Dec. 14, 2012.  Amended versions of
the Plan were filed subsequently.  The operating debtors recently
obtained confirmation of the Plan on March 15, 2013.


EASTBRIDGE INVESTMENT: Now Known as Cellular Biomedicine Group
--------------------------------------------------------------
EastBridge Investment Group Corp. announced that its corporate
name and trading symbol was changed to "Cellular Biomedicine
Group, Inc." effective March 5, 2013, prior to the opening of the
markets.  Beginning March 5, the company's common stock will be
quoted on OTCQB under the symbol "CBMG".

The Company's name and symbol change are being conducted as a part
of the merger between EastBridge Investment Group Corporation and
Cellular Biomedicine Group Ltd., which was completed on Feb. 6,
2013.

In addition, the company announced that a change in control of the
board of directors will take effect on March 5, when the following
new directors will assume office on the board of directors: Wen
Tao (Steve) Liu as Chairman (also Chief Executive Officer), Wei
(William) Cao (also President, Chief Operating Officer), and Tony
Liu (appointed as Chairman of the Audit Committee).

Dr. Steve Liu has served as CEO of Cellular Biomedicine Group Inc.
since March 2012.  Dr. Liu has a 29 year professional career in
bringing new products from inception to mass market, encompassing
the biomedical, clean energy and semiconductor industries.  Dr.
Liu has led large organizations as well as entrepreneurial
companies with a proven track record of delivering shareholder
value.  He is experienced in multi-cultural business environments
and has gained respect and trust from customers, colleagues and
industry leaders.  Dr. Liu served as President and CEO of Seeo
Inc. from July 2010 to February 2012, where he led a team of
scientists and entrepreneurs for the commercialization of solid
state lithium ion battery for electric vehicles and smart grid
applications.  Under his leadership, Seeo received multiple rounds
of funding from the Department of Energy and venture capital
firms.  Seeo was elected to the Global Cleantech 100 and named one
of the top Energy Technology Startups in 2011.  Dr. Liu earned a
Bachelor's degree in Chemistry from Nanjing University, Nanjing
China, and a Master and Doctorate in Chemistry from Rensselaer
Polytechnic Institute, Troy New York.

Dr. William Cao has served as President, COO and director of
Cellular Biomedicine Group Ltd. since August 2010.  From August
2006 until July 2010, Dr. Cao served as general manager and
chairman of Affymetrix China, which is considered a leader in the
genetic analysis industry.  Dr. Cao has over 30 years of
professional experience in scientific research, products
development and startups.  He received the nationally recognized
White Magnolia Award from Shanghai City for his contribution to
international collaboration and economic development of the city.
He served as Technical Manager for Bayer Diagnostics Asia Pacific
region (now Siemens), General Manager of GenoMultix Ltd. and
President of Wuxi New District Hospital.  Dr. Cao has extensive
research experience in the immune-pharmacology field at Harvard
Medical School and Stanford University Medical Center.  The
Department of Histology and Embryology of Fudan University Medical
College, Shanghai China has invited him as a Guest Scientist. Dr.
Cao holds a Bachelor's degree in Medicine from Fudan University
Medical College, Shanghai China, and Ph.D. in Pharmacology from
the Medical College of Virginia, Richmond Virginia.  He is named
as the inventor in 26 patents in the field of genetic analysis and
stem cell technology, and in particular, in the area of adipose
derived stem cell preparation and its disease treatment
applications.

Tony Liu was newly selected as an independent director and
chairman of the audit committee of CBMG's board in February 2013.
Since January 2013, Mr. Liu has served as the Corporate Vice
President at Alibaba Group, handling Alibaba's overseas
investments.  Since joining Alibaba in 2009, Mr. Liu has served in
various positions including Corporate Vice President at B2B
corporate investment, corporate finance, and General Manager for a
global ecommerce platform.  From July 2011 to December 2012, he
served as CFO for HiChina, a subsidiary of Alibaba, an internet
infrastructure service provider.  Prior to joining Alibaba, Mr.
Liu spent 19 years at Microsoft Corporation (Microsoft) where he
held a variety of finance leadership roles. He was the General
Manager of Corporate Strategy monitoring Microsoft's China
investment strategy and Microsoft's corporate strategic planning
process.  Mr. Liu was a leader in Microsoft's corporate finance
organization during the 1990s as Corporate Accounting Director.
Mr. Liu earned a B.S. degree in Physics from Suzhou University,
Suzhou, PRC and has completed MBA/MIS course work at Seattle
Pacific University.  Mr. Liu obtained his Washington State CPA
certificate in 1992.

Steve Liu, chief executive officer commented, "We are pleased to
announce the commencement of business under our new name, trading
symbol, and board members."

                     About EastBridge Investment

Scottsdale, Arizona-based EastBridge Investment Group Corporation
provides investment related services in Asia and in the United
States, with a strong focus on the high GDP growth countries, such
as China, Australia and the U.S.

EastBridge is one of a small group of United States companies
solely concentrated in marketing business consulting services to
closely held, small to mid-size Asian and American companies that
require these services for expansion.

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about EastBridge Investment's ability
to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred significant losses and that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

The Company's balance sheet at Sept. 30, 2012, showed $6.7 million
in total assets, $4.5 million in total liabilities, and
stockholders' equity of $2.2 million.


EDISON MISSION: ELPC Wants Stay Lifted to Pursue Regulatory Action
------------------------------------------------------------------
The Environmental Law and Policy Center (ELPC) requests that the
Bankruptcy Court enter an order granting relief from the automatic
stay to continue a regulatory action against debtor Midwest
Generation LLC (MWG) pending before the Illinois Pollution Control
Board.

ELPC is a private, not-for-profit, environmental organization
commenced, pre-petition, the Action before the Board to compel
MWG's compliance with applicable Illinois environmental
groundwater regulations.  The Action arguably falls within the
police power exception to the automatic stay.  However, assuming
the automatic stay applies to the Action, cause exists for this
court to lift the stay to allow the Board Action to proceed.

On October 3, 2012, ELPC, in conjunction with other environmental
organizations, filed a complaint against MWG before the Board.
The Plaintiffs have alleged that MWG caused or contributed to the
contamination of groundwater via open dumping at its Powerton,
Waukegan, and Will County sites.  The Plaintiffs have further
alleged that through its use of coal ash disposal ponds at Joliet
29, Powerton, Waukegan, and Will County, MWG discharged
contaminants into the environment.

Katherine Stadler, Esq., at Godfrey & Kahn, S.C., submits that
ELPC has a legally protected interest that is affected by this
bankruptcy proceeding because its ability to actively participate
in a regulatory proceeding against MWG, ongoing for nearly three
months, was interrupted when the Debtors filed bankruptcy.

The public policy goals underlying environmental laws outweigh any
threat of hardship to the Debtors.  The Bankruptcy Code allows
environmental regulatory proceedings to continue, and state
environmental protection laws remain in effect during bankruptcy.
Allowing the Board to grant injunctive relief, if it so chooses,
requiring MWG to cease and desist from open dumping of coal ash
and from causing water pollution, will, therefore, place no
additional burden upon MWG or its bankruptcy estate.  MWG is
obligated to comply with environmental regulations regardless of
who seeks to enforce them.

Ms. Stadler believes that ELPC will likely prevail on the merits
of its action before the Board.  Prior to the commencement of
these bankruptcy cases, the Illinois EPA issued notices to MWG
describing violations of Section 12 of the IEP Act as well as
violations of the Illinois Administrative Code at Joliet 29,
Powerton, Waukegan, and Will County.  ELPC's claims allege the
same violations, and more, as they were included in Illinois EPA's
violation notices.  Moreover, ELPC's claims are based in large
part on the same documents -- MWG's groundwater monitoring reports
-- that Illinois EPA relied upon when issuing the June 2012
Notices.

The public health and safety issues at stake weigh strongly in
favor of granting relief from stay.  The Plaintiffs allege the
pollutants found in the coal ash at MWG's plants are toxic and
have serious health implications.  The significant  public policy
objectives underlying Illinois environmental laws far outweigh any
effect on MWG's bankruptcy estate from an order fixing liability
and requiring compliance with those laws, especially in light of
the size of the estates and the ongoing requirement to comply with
state law.  Moreover, the potential harm to the public should the
violations continue is high.

                    Debtors Oppose Stay Relief

David R. Seligman, Esq., at Kirkland & Ellis LLP, tells the Court
that ELPC lacks the requisite "party in interest" standing to seek
relief from the automatic stay.  ELPC has no claim against MWG
that could in any way be impacted by these chapter 11 cases.  MWG
and the Illinois EPA are finalizing statutory Compliance
Commitment Agreements ("CCAs") to resolve each Violation.

The Action's presence before the Pollution Board cannot satisfy
the requirements of section 362(b)(4), as ELPC argues.  Because
the Action disregards the IEPA's determinations as embodied by the
CCAs, ELPC must attempt to argue that it is acting on the
Pollution Board's behalf and is therefore exempt from the stay.
However, ELPC conflates the roles of the EPA and the Pollution
Board.  ELPC's argument that appearing before a tribunal is
somehow sufficient to exempt it from the stay would negate the
entire purpose of Section 362(b)(4).  If ELPC's argument had any
merit, every lawsuit or adjudicative proceeding before any sort of
court or administrative tribunal would be exempt from the
automatic stay.  Rather, because the Pollution Board has no
authority to bring its own actions, ELPC cannot analogize the
Action to the proceedings in Halo Wireless, and cannot claim to
act as the agent of any governmental unit.

Mr. Seligman contends that ELPC has not demonstrated the requisite
cause for altering the automatic stay.  The breathing space
provided by the automatic stay is an important protection for a
debtor and, ultimately, a fundamental aspect of the reorganization
process.

Mr. Seligman contends that all of the relevant factors for
assessing cause to lift the stay weigh in favor of MWG.  Lifting
the automatic stay will create a serious disruption and cause
significant hardship to MWG and the other Debtors, while
comparatively no harm is done to ELPC by keeping the stay in
place.  MWG has acted and will continue to act in good faith, and
ELPC has admitted that its chances of succeeding even on MWG's
motion to dismiss are, at best, a "factual issue" requiring "full
adversary presentation."  Accordingly, ELPC cannot carry its
burden and no cause exists to lift the stay.

The Committee of Unsecured Creditors has also filed a joinder to
the Debtor's objection to ELPC's motion for relief from the
automatic stay.

                       About Edison Mission

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

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

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

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

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

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

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

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


EL FARMER: Court Approves Modesto Bigas as Counsel
--------------------------------------------------
El Farmer Inc. sought and obtained approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Modesto
Bigas Law Office as counsel.

A $1,000 retainer was paid by the Debtor against which the law
firm would bill on the basis of $250 per hour plus expense for
work performed by Modesto Bigas Mendez, Esq.; attorney Alexandra
Bigas Valendon, $200 per hour, upon application and the approval
of the Court.

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

El Farmer Inc. filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-09687) in Old San Juan, Puerto Rico, on Dec. 7, 2012.  The
Debtor scheduled $18.3 million in assets and $12.0 million in
liabilities, including $11.0 million owed to secured creditor
Banco Popular De Puerto Rico.  The Debtor owns farm lands in
Isabela, Puerto Rico.


ELAN CORP: S&P Affirms 'B+' CCR; Outlook Stable
-----------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Dublin, Ireland-based specialty pharmaceutical
manufacturer Elan Corp. plc.  The outlook is stable.

S&P will withdraw its issue-level ratings once the company redeems
the senior unsecured notes.

The ratings on Elan Corp. plc continue to reflect its "vulnerable"
business risk profile, still characterized by the company's sole
dependence on multiple sclerosis (MS) treatment Tysabri.  While
Elan had been dependent on revenues from its collaboration with
Biogen Idec, it will now be reliant on a royalty stream.  Elan's
"significant" financial risk profile is highlighted by S&P's
expectation that it will return to the debt markets and hold a
similar amount of debt in the future.

Following the close of the previously announced Tysabri agreement
with Biogen Idec, Elan will redeem all of its outstanding 6.25%
notes maturing in 2019.  S&P anticipates the company will come
back to the market to fund acquisitions or other growth
initiatives.  At that time, S&P expects it to issue an amount of
debt that puts its debt-to-EBITDA ratio between 2x and 3x.

While safety and competitive issues could significantly diminish
Tysabri's prospects, its competitive profile has recently
benefited from adverse events tied to Novartis AG's oral MS drug,
Gilenya.  In fiscal 2012, the number of patients on Tysabri
therapy increased by 12%.  There are potentially severe side
effects to the drug, but S&P do not anticipate they will cause a
significant adverse impact to sales.  Over the next few years, S&P
believes market penetration will be the key driver for in-market
Tysabri revenues that S&P expects to grow by about 20% in 2013 and
nearly 15% in 2014.  S&P's expectations for 2013 assumes new MS
drugs are not of immediate significance.  S&P do not expect
Aubagio (Sanofi), recently approved, and more efficacious threats
from Biogen Idec and Teva Pharmaceuticals, potentially approved
within a year, will meaningfully disrupt S&P's base-case scenario.


FERRAIOLO CONSTRUCTION: Maine Contractor Files for Chapter 11
-------------------------------------------------------------
Ferraiolo Construction Inc., a construction company from Rockland,
Maine, filed for Chapter 11 protection (Bankr. D. Maine Case No.
13-10164) on March 13 in Bangor, Maine, after the Bank of Maine
sent notices telling Ferraiolo's customers to send their payments
to the bank.

The company builds roads and performs commercial construction site
work.

According to the report, the bankruptcy court already directed the
bank to turn over any collections received since the Chapter 11
filing.  The judge authorized the company to receive collections
on accounts receivable despite the bank's direction to customers
to the contrary. The judge said the bank hadn't violated the so-
called automatic stay in bankruptcy.

The report relates that the judge also gave the company authority
to use incoming cash for payment of two weeks' payroll.  The judge
isn't allowing payment of salary to three members of the Farraiolo
family.


FISKER AUTO: Chinese Group Backs Out of Sale Talks
--------------------------------------------------
Yuliya Chernova and Sharon Terlep, writing for The Wall Street
Journal, report that Chinese auto makers have pulled back from
talks to buy Fisker Automotive Inc. over a disagreement on whether
to revive a loan agreement with the U.S., leaving the company's
future uncertain ahead of an April loan payment.

According to the report, a person familiar with the situation said
on Monday that Fisker management had proposed to the Chinese that
as part of any sale it tap the remaining portion of a $529 million
U.S. loan, a move that would commit a new owner to building Fisker
cars at a former General Motors Co. auto factory in Delaware.  The
WSJ source said Fisker executives believed a sale to a well-
financed buyer would allow the U.S. government to unfreeze its
loan.

Another person told WSJ that the Delaware plant is big, old and
expensive and the Chinese balked at the U.S. loan because they
don't want to be compelled to build cars there.  Three people
familiar with the matter told WSJ the Chinese auto makers that
have been discussing an investment in Fisker are Zhejiang Geely
Holding Group and Dongfeng Motor Corp.

According to WSJ, the U.S. government gained collateral on Fisker
assets under its Advanced Technology Vehicle Manufacturing loan
and would essentially control the company in the event of a
default or bankruptcy.  It could agree to extend the deadline for
payment or otherwise restructure the $192 million loan.  WSJ says
neither Fisker nor the U.S. Department of Energy would divulge the
size of the April loan payment.

Anaheim, Calif.-based Fisker sells Karma vehicles, a $100,000
plug-in hybrid gasoline-electric car.


FLYBOY AVIATION: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: Flyboy Aviation Properties, LLC
        142 Bayway Circle
        Duluth, GA 30096

Bankruptcy Case No.: 13-55775

Chapter 11 Petition Date: March 15, 2013

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

Debtor's Counsel: Leon S. Jones, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: ljones@joneswalden.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ganb13-55775.pdf

The petition was signed by Joe M. Voyles, member.


G & G LUMBER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: G & G Lumber Company, Inc.
        P.O. Box 53
        Union Grove, NC 28689

Bankruptcy Case No.: 13-50213

Chapter 11 Petition Date: March 15, 2013

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

Judge: Laura T. Beyer

Debtor's Counsel: David A. Matthews, Esq.
                  SHUMAKER, LOOP & KENDRICK, LLP
                  128 South Tryon Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 375-0057
                  E-mail: dmatthews@slk-law.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ncwb13-50213.pdf

The petition was signed by Cecil S. Gregory, president.


GARY PHILLIPS: Files Chapter 11 Plan of Reorganization
------------------------------------------------------
Gary Phillips Construction, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Tennessee a second amended plan
of reorganization and accompanying disclosure statement under
which unsecured non-insider creditors that are owed more than
$10,000 will receive 50% of the net profit of the Debtor for five
years immediately following the confirmation date of the plan.

Should 50% of the Debtor's net profit be greater than $10,000 for
the first six months of the plan, the Debtor will send a check to
each member of the class in a prorata amount to its claim. Should
50% of the Debtor's net profit for the six month period be less
than $10,000.00, instead of distributing said funds, the Debtor
will place them in a segregated interest bearing account until the
next six month accounting period and distribute the funds only
when they exceed $10,000.

Other unsecured non-insider creditors that are owed less than
$10,000 will receive 20% of its claim, not to exceed $2,000,
within 360 days of the date of confirmation.

A full-text copy of the Disclosure Statement, dated Feb. 13, 2013,
is available at http://bankrupt.com/misc/GPCDS0213.pdf

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Debtor tapped the law firm of Bearfield &
Associates as special counsel.  The Court denied the application
to employ Crye-Leike Realtors as realtor.  In its schedules, the
Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GEOKINETICS INC: April 8 Set as Claims Bar Date
-----------------------------------------------
Geokinetics Inc., and its affiliates sought and obtained entry of
an order setting a deadline for each person or entity that asserts
a claim against any debtor that arose prior to the Petition Date.

Non-governmental entities are required to file their proofs of
claim so as to be received on or before April 8, 2013 at 5:00 p.m.
Governmental units have until Sept. 13, 2013 at 5:00 p.m.
prevailing Eastern Time, to file their proofs of claim.

Any person or entity that holds a claim that arises from the
rejection of an executory contract must file a proof of claim on
or before the later of either (i) the general bar date or (ii) a
date provided in an order of the Court authorizing the rejection
of the contract.

Any entity whose claim is listed in the schedules of liabilities
provided that (i) the claim is not disputed, contingent or
unliquidated and do not dispute, and (ii) the entity does not
dispute that amount, nature and priority of the claim, need not
file a proof of claim.

Proofs of claim must be delivered at the following address:

     GOK Claims Processing
     c/O GCG
     P.O. Box 9956
     Dublin, OH 43017-5956

Correspondence sent by hand delivery or overnight mail should be
sent to:

     GOK Claims Processing
     c/O GCG
     5151 Blazer Parkway, Suite A
     Dublin, OH 43017

                      About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.

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

For the first three quarters of 2012, the net loss was
$64.5 million.  For 2011, there was a $231.2 million net loss on
revenue of $763.7 million.

Geokinetics Inc. and its nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10,
2013, with a prepackaged Chapter 11 plan that converts $300
million of senior secured notes into 100% of the reorganized
Company's common stock.

Akin Gump Strauss Hauer & Feld LLP serves as counsel to the
Debtors; Richards, Layton & Finger, P.A., is co-counsel;
Rothschild Inc. is the financial advisor and investment banker;
UHY LLP is the independent auditor; and GCG, Inc., is the claims
agent and administrative agent.


GILBERT AUTO: Bankruptcy Stays Lawsuits Against Dealership
----------------------------------------------------------
Tiffany Sukola, writing for The Columbia Basin Herald, reports
that Gilbert Auto Group filed for Chapter 11 protection. The
filing covers Gilbert's dealerships in Moses Lake, Walla Walla,
College Place, Moscow, Idaho; and Pendleton, Ore.

The Columbia Basin Herald reports Gilbert Auto is facing various
lawsuits:

     -- Nissan Motor Acceptance Corporation filed a lawsuit in
Grant County Superior Court in February, suing Gilbert Nissan over
breach of contract agreements resulting in about $3.4 million of
unpaid loan balances.  Nissan also alleged Gilbert Nissan had not
paid for 69 cars as of Jan. 18 and still owed past due wholesale
charges, mortgage payments and sign lease payments.  The lawsuit
seeks repayment of about $3.4 million in unpaid loan balances,
$44,000 in sign leasing fees and about $1.7 million it owes in
mortgage fees.

     -- a state Attorney General sued, alleging the dealership
failed to pay off buyer's trade-in vehicles as required by law.
The Walla Walla County Superior Court granted the Attorney
General's motion for a preliminary injunction, which ordered
Gilbert Nissan and several other Gilbert dealerships to comply
with dealer and consumer protection laws requiring prompt payoff
on customer's trade-in vehicles.  The Attorney General's office
also wanted the court to assess a civil penalty of $2,000 for each
violation outlined in the complaint as well as make necessary
orders to provide for consumer restitution.

     -- American Honda Finance Corporation sued Gilbert Auto Honda
in February, alleging the dealership in College Place sold a
number of vehicles financed by American Honda without paying for
them.  As of January, Gilbert Honda allegedly owed American Honda
about $107,585 for vehicles sold out of trust.

The lawsuits are stayed as a result of the Chapter 11 bankruptcy
filing, according to Gilbert's spokesperson Jillian Henze, the
report says.

The report notes owner Mark Gilbert said the reorganization
process is expected to be completed within 90 to 120 days.  Mr.
Gilbert said in a statement no dealerships will close, nor will
any employees lose their jobs.  Gilbert Auto Nissan and other
Northwest Gilbert dealerships will remain open, he said.

The Troubled Company Reporter published Gilbert Auto Ford's case
summary in its March 15, 2013 edition.  Gilbert Auto Ford, LLC,
based in Walla Walla, Washington, filed for Chapter 11 (Bankr.
E.D. Wash. Case No. 13-01010) on March 11, 2013.  Judge Frank L.
Kurtz is assigned to the case.  Barry W. Davidson, Esq., at
Davidson Backman Medeiros, represents the Debtor.  Gilbert Ford
estimated $1 million to $10 million in both assets and debts.  A
list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/waeb13-01010.pdf The petition was signed
by Mark W. Gilbert, managing member.


GREENWOOD CROSSING: Case Summary & 9 Unsecured Creditors
--------------------------------------------------------
Debtor: Greenwood Crossing LLC
        c/o Paul T. Deignan
        Taft Stettinius & Hollister LLP
        One Indiana Square, Suite 3500
        Indianapolis, IN 46204-2023

Bankruptcy Case No.: 13-02413

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Paul T. Deignan, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  1 Indiana Sq Ste 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  E-mail: pdeignan@taftlaw.com

Scheduled Assets: $6,119,905

Scheduled Liabilities: $5,244,798

A copy of the Company's list of its nine largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/insb13-02413.pdf

The petition was signed by Craig W. Johnson, president.


GROUP FREMONT: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Group, Fremont Hospitality LLC
        3422 Port Clinton Rd
        Fremont, OH 43420

Bankruptcy Case No.: 13-31005

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Donald R. Harris, Esq.
                  DONALD HARRIS LAW FIRM
                  158 E. Market St.
                  Suite 302b
                  Sandusky, OH 44870
                  Tel: (419) 621-9388
                  Fax: (419) 624-8592
                  E-mail: donharris_dhc@sbcglobal.net

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

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

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ohnb13-31005.pdf

The petition was signed by Annie Kolath, president.


GROVES IN LINCOLN: Section 341(a) Meeting Scheduled for April 9
---------------------------------------------------------------
The U.S. Trustee will hold a meeting of creditors in the
bankruptcy case of The Groves in Lincoln on April 9, 2013, at
Suite 1055, U.S. Trustee's Office, John W. McCormack Federal
Building, 5 Post Office Square, 10th Floor, Boston, MA, at 1:00
p.m.

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.

                      About Groves at Lincoln

The Groves in Lincoln Inc., along with affiliates, sought Chapter
11 protection (Bankr. D. Mass. Case No. 13-11329) in Boston on
March 11, 2013.  David C. Turner signed the petition as president
& CEO.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.


HORIZON LINES: Terminates Registration of Securities
----------------------------------------------------
Horizon Lines, Inc., filed a post-effective amendment no.1 to the
Form S-4 registration statement relating to the registration of
securities to be issued in connection with an exchange offer for
$327,766,000 in aggregate principal amount of the Company's 4.25%
Convertible Senior Notes due 2012:

   * 50,000,000 shares of the Company's common stock or warrants
     in lieu of such shares of common stock;

   * $180,000,000 in aggregate principal amount of new 6.00%
     Series A Convertible Senior Secured Notes due 2017 issued by
     the Company and guaranteed on a senior basis by all current
     and future domestic subsidiaries of the Company;

   * $100,000,000 in aggregate principal amount of new 6.00%
     Series B Mandatorily Convertible Senior Secured Notes issued
     by the Company and guaranteed on a senior basis by the
     Guarantors;

   * Guarantees of the Series A Notes and Series B Notes by the
     Guarantors; and

   * the Company's common stock, warrants to purchase shares of
     the Company's common stock, and Redemption Notes, each
     issuable upon conversion of the Series A Notes and Series B
     Notes or exercise of warrants to purchase shares of the
     Company's common stock.

Pursuant to the Exchange Offer, (i) 25,087,141 shares of Common
Stock, (ii) 24,574,375 Warrants and (iii) $178,781,456 in
aggregate principal amount of Series A Notes and $99,323,032 in
aggregate principal amount of Series B Notes were issued on
Oct. 5, 2011.  The Company removes from registration all of those
securities registered but unsold under the Registration Statement.

Separately, the Company filed post-effective amendments to the
Registration Statements on Form S-8 to deregister all securities
that were previously registered and remain unsold or otherwise
unissued under the (i) Horizon Lines, Inc. Amended and Restated
Equity Incentive Plan, (ii) Horizon Lines, Inc. Employee Stock
Purchase Plan, (iii) Horizon Lines, Inc. 2009 Employee Stock
Purchase Plan, as amended and restated and as subsequently amended
and (iv) Horizon Lines, Inc. 2009 Incentive Compensation Plan, as
amended and restated and as subsequently amended, and for which
the Prior Registration Statements had remained in effect.

   1. Registration Statement No. 333-135551 filed on June 30,
      2006.

   2. Registration Statement No. 333-135552 filed on June 30,
      2006.

   3. Registration Statement No. 333-159925 filed on June 12,
      2009.

   4. Registration Statement No. 333-159926 filed on June 12,
      2009.

The Company removes from registration all of those securities
registered but unsold under the Prior Registration Statements.

                        About Horizon Lines

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

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

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

                            Refinancing

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

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

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

                           *     *     *

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

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


HORIZON LINES: Pioneer Owns 36.8% Class A Shares as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Pioneer Global Asset Management S.p.A (PGAM)
and its affiliates disclosed that, as of Dec. 31, 2012, they
beneficially own 14,388,046 shares of Class A common stock of
Horizon Lines, Inc., representing 36.8% of the shares outstanding.
Pioneer Global previously reported beneficial ownership of
125,264,987 Class A shares, as reported by the TCR on March 7,
2013.  A copy of the amended filing is available at:

                        http://is.gd/TXEM60

                        About Horizon Lines

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

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

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

                            Refinancing

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

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

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

                           *     *     *

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

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


HOTEL AIRPORT: Plan Confirmation Hearing on Thursday
----------------------------------------------------
The U.S. Bankruptcy for the District of Puerto Rico has moved to
March 21, 2013, at 9:30 a.m., the hearing on the confirmation of
Hotel Airport Inc.'s Chapter 11 plan.

The hearing was initially set for March 19, 2013, at 2:00 p.m.,
after the Debtor obtained the Court's approval of the explanatory
disclosure statement filed in November.

The Plan will be substantially funded by the Debtor's assets and
income from the operation of its business.  The Plan contemplates
the assumption of the lease contract with the Puerto Rico Ports
Authority under Bankruptcy Code Section 365.  The assumption is
part of the stipulation which provide for the curing of defaults
through payments and withdrawal of funds which are underway.  At
the time of filing of this bankruptcy case, the Debtor was
involved in the eviction litigation with the PRPA.  This
litigation has been settled.

                       About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, is a wholly-owned
subsidiary of Caribbean Airport Facilities Inc. ("CAF").  HAI was
organized on Feb. 20, 2003, under the corporate laws of Puerto
Rico by parties unrelated to the Debtor's current directors or
shareholders.  Under its original management, and owners, during
2003 and the first six months of 2004, HAI was engaged in the
restoration and refurbishing of the San Juan Airport Hotel located
in the Luis Mu‹¨«oz Mar‹¨«n International Airport in Carolina,
Puerto
Rico.  Operations commenced in July 2004.  The hotel consists of
125 rooms, a restaurant, various meeting spaces and supporting
facilities in an area of approximately 60,000 square feet.

During the year ending June 30, 2009, HAI's management, decided to
discontinue the Casino operations, and on July 7, 2009, said
operation was closed.  The casino property and equipment amounting
to $967,399 was liquidated and the proceeds applied to the
outstanding loan with Firstbank.

HAI leases the hotel facilities from the Puerto Rico Port
Authority under a lease agreement executed on March 27, 2007, and
subsequently amended on various occasions.

HAI filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No.
11-06620) on Aug. 5, 2011.  Judge Enrique S. Lamoutte Inclan
oversees the case.  Edgardo Munoz, PSC, in San Juan, P.R., serves
as bankruptcy counsel.  Francisco J. Garrido Molina serves as its
accountant, and RS & Associates as external auditors to perform
auditing services.  The Debtor disclosed US$8,547,993 in assets
and US$171,169,392 in liabilities as of the Chapter 11 filing.
The petition was signed by David Tirri, its president.


HOVNANIAN ENTERPRISES: Shareholders Elect Seven Directors
---------------------------------------------------------
Hovnanian Enterprises held its annual meeting on March 12, 2013,
at which the shareholders elected Ara Hovnanian, Robert Coutts,
Edward Kangas, Joseph Marengi, Vincent Pagano, Jr., J. Sorsby, and
Stephen Weinroth as directors to hold office until the next annual
meeting of shareholders.  The shareholders also:

   (a) ratified the selection of Deloitte & Touche LLP as the
       Company's independent registered public accountants for the
       fiscal year ending Oct. 31, 2013;

   (b) approved an increase in the Company's authorized common
       stock from 200,000,000 shares of Class A Common Stock, par
       value $0.01 per share, to 400,000,000 shares of Class A
       Common Stock and from 30,000,000 shares of Class B Common
       Stock, par value $0.01 per share, to 60,000,000 shares of
       Class B Common Stock; and

   (c) approved a non-binding advisory vote on compensation of the
       Company's named executive officers.

In light of the voting results with respect to the frequency of
shareholder votes on executive compensation at the 2011 Annual
Meeting of Shareholders at which a substantial majority of
shareholders voted for "say-on-pay" proposals to occur every three
years, the Board of Directors initially decided that the Company
would hold a triennial advisory vote on the compensation of named
executive officers.  However, the Company voluntarily elected to
hold a "say-on-pay" vote at the 2013 Annual Meeting.  The next
triennial advisory vote on executive compensation will take place
at the Company's 2014 Annual Meeting of Shareholders.

                   About Hovnanian Enterprises

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

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

                           *     *     *

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

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

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

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

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


INFINITY AUGMENTED: Inks Services Agreements with Agam, et al.
--------------------------------------------------------------
Infinity Augmented Reality, Inc., formerly known as Absolute Life
Solutions, Inc., entered into an agreement with Agam Technologies
LLC, pursuant to which Agam agreed to provide augmented reality
game development and game integration consulting services for the
Company's augmented reality activities.  In consideration of the
consulting services, Agam will be entitled to receive a one-off
fee of 5,500,000 Non-Qualified Stock Options.  The 1,750,000
Options will be issued upon effective date of their agreement and
the balance will be issued within 5 days after the Company has
received all necessary authorizations and consents for its 2013
Equity Incentive Plan.  The Options have an exercise price of
$0.10 vesting on March 4, 2013, and expiring on March 5, 2018.

On March 4, 2013, the Company entered into an agreement with Gili
Revensary individually and as, Managing Member of GiliTech LLC
pursuant to which GiliTech agreed, to provide augmented reality
location recognition consulting services for the Company's
augmented reality activities.  In consideration of the consulting
services, Gili Revensary will be entitled to receive a one-off fee
of 6,000,000 Non-Qualified Stock Options.  The 3,000,000 Options
will be issued upon effective date of his agreement and the
balance will be issued within 5 days after the Company has
received all necessary authorizations and consents for its 2013
Equity Incentive Plan.  The Options have an exercise price of
$0.10 vesting on March 4, 2013, and expiring on March 5, 2018.

On March 4, 2013, the Company entered into an agreement with
SmartEyes Technologies LLC, pursuant to which SmartEyes agreed to
provide augmented reality image recognition, social networking and
facebook integration consulting services for the Company's
augmented reality activities.  In consideration of the consulting
services, SmartEyes will be entitled to receive a one-off fee of
5,000,000 Non-Qualified Stock Options.  The 1,350,000 Options will
be issued upon effective date of their agreement and the balance
will be issued within 5 days after the Company has received all
necessary authorizations and consents for its 2013 Equity
Incentive Plan.  The Options have an exercise price of $0.10
vesting on March 4, 2013, and expiring on March 5, 2018.

On March 4, 2013, the Company entered into an agreement with XO
Marketing LLC pursuant to which XO agreed to provide augmented
reality marketing and social media integration consulting services
for the Company's augmented reality activities.  In consideration
of the consulting services, XO will be entitled to receive a one-
off fee of 5,500,000 Non-Qualified Stock Options.  The 1,750,000
Options will be issued upon effective date of their agreement and
the balance will be issued within 5 days after the Company has
received all necessary authorizations and consents for its 2013
Equity Incentive Plan.  The Options have an exercise price of
$0.10 vesting on March 4, 2013, and expiring on March 5, 2018.

On March 4, 2013, the Company entered into an agreement with Yossi
Shemesh pursuant to which Shemesh agreed to provide augmented
reality face recognition consulting services for the Company's
augmented reality activities.  In consideration of the consulting
services, Shemesh will be entitled to receive a one-off fee of
600,000 Non-Qualified Stock Options.  The 200,000 Options will be
issued upon effective date of his agreement and the balance will
be issued within 5 days after the Company has received all
necessary authorizations and consents for its 2013 Equity
Incentive Plan.  The Options have an exercise price of $0.10
vesting on March 4, 2013, and expiring on March 5, 2018.

In addition to detailing the services provided, each of these
agreements contains provisions recognizing the Company's
intellectual property rights and restricting the consultants'
competition with the Company subsequent to the termination of the
agreements.

On March 6, 2013, the Compensation Committee of the Board of
Directors of the Company unanimously adopted a resolution that Mr.
Josh Yifat, the CFO and Secretary be granted 230,000 Non-Qualified
Stock Options at an exercise price of $0.25 vesting on March 6,
2013, and expiring on March 7, 2018.

                      About Infinity Augmented

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

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

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


INMET MINING: Moody's Keeps B1 CFR & Revises Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service affirmed Inmet Mining Corporation's B1
corporate family rating, B1--PD probability of default rating and
B1 senior unsecured notes rating. The company's speculative grade
liquidity rating remains unchanged at SGL-2. Inmet's ratings
outlook was changed to negative from stable.

Ratings Rationale:

The outlook change is prompted by the increasing likelihood that
First Quantum Mineral Ltd's (Ba3 under review for possible
downgrade) $5 billion hostile bid for Inmet will succeed. While
Moody's expects the acquisition will not result in a material
change to Inmet's credit profile, the outlook change signals there
is inherent uncertainty associated with the transaction, including
how FQM will finance the $2.5 billion cash portion of the deal on
a permanent basis, how FQM will ultimately organize the resulting
FQM/ Inmet corporate structure and whether FQM will attempt to
gain access to a portion of Inmet's substantial cash balances.

Inmet's debt consists almost entirely of its $2 billion in rated
notes. The associated indenture contains strong change of control
language and the restricted payment basket currently totals around
$200 million, limiting Inmet's ability to upstream its $3.5
billion of cash that has been earmarked to fund Cobre Panama. It
remains unclear whether FQM can or will seek to extract some of
Inmet's cash through other clauses (such as permitted investments,
as similar business investments are uncapped).

Moody's cautions that should the acquisition close and should FQM
guarantee Inmet's debt, Moody's would likely conclude that FQM and
Inmet are one distinct corporate family. In that case, Inmet's
unsecured debt could be deemed to rank behind secured debt at FQM
pursuant to Moody's loss-given-default methodology. This, in turn,
could result in Inmet's debt being downgraded, particularly if
FQM's CFR is downgraded to B1 (the maximum expected rating
reduction, should one occur). Given the highly conditional nature
of this scenario, Inmet's instrument ratings have been affirmed
rather than reviewed for possible downgrade, with the risk
captured in the negative ratings outlook.

In the event Inmet remains largely intact, becomes a standalone
subsidiary of FQM, and should FQM choose not to guarantee Inmet's
debt, Moody's may choose to maintain two separate corporate family
ratings at Inmet and FQM. In absence of a guarantee from FQM
however, Moody's would require that sufficient financial
information for Inmet continue to be made available in order for
Inmet's ratings to be maintained.

Inmet's B1 corporate family rating reflects its concentration of
copper production from three relatively small mines in Turkey,
Finland and Spain, the short remaining lives of these mines, and
execution risks related to the development of Cobre Panama, which
is expected to cost $6.2 billion (100% basis) and enter into
commercial production in 2016. Inmet's production volumes are
expected to remain relatively stable over the next few years and
its low cost position should support continuing good margins. As
well, its liquidity is good and the company has fully funded its
$4.9 billion share of Cobre Panama's expected development costs.
Adjusted leverage of 3.3x is slightly favorable for the rating,
although Moody's forecasts that Inmet's consolidated leverage will
rise towards 5x through 2014 as copper prices retreat to a
baseline level of $3.30/ pound from about $3.50/ pound currently
and as Inmet's minority partner in Cobre Panama likely injects
some of its capital in that project in the form of debt. Inmet's
leverage is likely to remain elevated and its free cash flow
materially negative into 2016 when initial production from Cobre
Panama will then enable the company to quickly de-lever. The
rating also reflects Moody's favorable view for copper relative to
other base metals and the relatively low risk jurisdictions of the
company's operations.

The negative outlook reflects risks associated with the likely
change in Inmet's ownership.

A rating upgrade would require clarity over the pending change of
ownership and resulting structure and financing of the new entity.
Apart from that consideration, Inmet's ratings could be upgraded
should it successfully complete the development of Cobre Panama
and maintains its adjusted Debt/EBITDA below 3x. The ratings could
be downgraded if FQM extracts a material amount of Inmet's cash,
if the company experiences significant operational difficulties at
its primary mines, or if capital requirements for Cobre Panama
increase significantly. A downgrade would also be considered if
adjusted Debt/ EBITDA is expected to be sustained above 4.5x.

The principal methodology used in this rating was the Global
Mining Industry published in May 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.

Inmet Mining Corporation is a Canadian-based global mining company
engaged in the development and production of mineral properties in
Turkey, Spain, Finland and Panama. The company produces copper,
zinc, and pyrite concentrates and is developing one of the world's
largest copper deposits, Cobre Panama. Revenue in 2012 was US$1.1
billion with 111,700 metric tons of copper and 66,300 metric tons
of zinc produced. Inmet is headquartered in Toronto, Ontario,
Canada.


INNOVATIVE FOOD: Obtains Loan From Fifth Third to Buy Building
--------------------------------------------------------------
Innovative Food Holdings, Inc., has purchased an office and
warehouse building in Bonita Springs, Florida, which will serve as
the headquarters for Innovative Food Holdings and its
subsidiaries.  The building was built in 2007 utilizing high
quality construction and offers a variety of high efficiency
operational features including state of the art technology and
security throughout the building.  The property includes 1.1 acres
of land and close to 10,000 square feet of combined office and
warehouse space and was purchased as part of a bank short sale.

As part of the transaction, Innovative Food Holdings has entered
into a banking relationship with Fifth Third Bank through which
Fifth Third Bank will be providing financing for approximately 70%
of the purchase price of the building.  In addition, discussions
are ongoing with Fifth Third Bank to further expand Innovative
Food Holdings' banking relationship with the bank.

Justin Wiernasz, President of Innovative Food Holdings, commented,
"We had been seeking a suitable location to expand our business
and we are excited to have found a location which is both in an
attractive real estate area and meets our growing needs.  The
additional warehouse space and office space provides Innovative
Food Holdings with additional flexibility and space at a lower
ongoing monthly cash outlay than our current rented location.  We
plan on relocating the company to the new headquarters towards the
middle of 2013."

Sam Klepfish, CEO of Innovative Food Holdings, further noted, "I
wish to congratulate our team on a job well done in all areas of
this transaction.  Furthermore, we are delighted to enter into a
banking relationship with one of the premier baking institutions
in the United States and we look forward to working on expanding
that relationship."

Tim Reiter, Vice President of Fifth Third Bank, commented on the
transaction, "We are excited to enter into a business relationship
with a fast growing company like Innovative Food Holdings.  We
were truly impressed by Innovative Food Holdings' vision and
strategy for their business and look forward to working with
Innovative Food Holdings as they continue to grow their business."

                        About Innovative Food

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.

In its audit report for the 2011 financial statements, RBSM LLP,
in New York, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses from
operations since its inception and has a working capital
deficiency.

The Company reported net income of $1.49 million in 2011, compared
with a net loss of $2.11 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $3.25 million in total assets,
$6.51 million in total liabilities and a $3.26 million total
deficiency.


INTELLIPHARMACEUTICS INT'L: Annual Meeting Scheduled for March 28
-----------------------------------------------------------------
The annual and special meeting of shareholders of
Intellipharmaceutics International Inc. will be held at The
National Club, 303 Bay Street, Toronto, Ontario on Thursday,
March 28, 2013, at 10:30 a.m. (Toronto time) for the following
purposes:

   1. to receive the audited consolidated financial statements of
      the Company for the financial year ended Nov. 30, 2012, and
      the auditor's report thereon;

   2. to elect six directors;

   3. to reappoint the auditor and to authorize the directors to
      fix the auditor's remuneration; and

   4. to transact such further and other business as may properly
      come before the Meeting or any adjournments thereof.

              About Intellipharmaceutics International

Intellipharmaceutics International Inc. is a pharmaceutical
company specializing in the research, development and manufacture
of novel and generic controlled-release and targeted-release oral
solid dosage drugs.

Deloitte LLP, in Toronto, Canada expressed substantial doubt
about Intellipharmaceutics' ability to continue as a going
concern.  The independent auditors noted that of the Company's
recurring losses from operations and accumulated deficit.

The Company reported a net loss of US$6.14 million on US$107,091
of research and development revenue for fiscal 2012, compared with
a net loss of US$4.88 million on US$501,814 of research and
development revenue for fiscal 2011.

The Company's balance sheet at Nov. 30, 2012, showed
US$2.47 million in total assets, US$4.24 million in total
liabilities, and a stockholders' deficit of US$1.77 million.


INTELSAT SA: Board Appoints David McGlade Chairman and CEO
----------------------------------------------------------
Intelsat S.A.'s Board of Directors has elected Dave McGlade,
currently Deputy Chairman and Chief Executive Officer, to the
position of Chairman and Chief Executive Officer, effective
April 1, 2013.  Mr. McGlade has served as the Company's Chief
Executive Officer for eight years.

Mr. McGlade has appointed Stephen Spengler to the position of
President and Chief Commercial Officer, effective March 18, 2013,
a new role for the Company.  Mr. Spengler has been with Intelsat
in various executive positions since 2003, most recently serving
as Executive Vice President, Sales, Marketing and Strategy.  Mr.
Spengler has over 25 years experience in the satellite and
telecommunications industry.  Mr. Spengler will maintain his
responsibilities covering corporate strategy, product innovation,
global sales, government sales including oversight of Intelsat
General Corporation, marketing, product development and
corporation communications, and will be adding responsibility for
business development.

The Company and Mr. McGlade entered into an amendment to his
employment agreement pursuant to which his base salary will be
increased to $1,128,595 and his target bonus payable under the
Company's annual bonus plan was increased to 125% effective for
the full 2013 fiscal year.

Michael McDonnell, Intelsat's Executive Vice President and Chief
Financial Officer, remains in his current role in the leadership
team, and will add responsibility for corporate development.

Michelle Bryan has been appointed to the position of Executive
Vice President, General Counsel and Chief Administrative Officer.
Prior to joining Intelsat, Ms. Bryan served as General Counsel of
US Airways Group and Laidlaw International.  Ms. Bryan will
succeed to the general counsel role effective March 18, 2013, and
will maintain her responsibilities covering human resources and
corporate services.

The current General Counsel, Phillip Spector, will transition to a
new role as a member of Intelsat's Board of Directors, effective
April 1, 2013.  A sector expert with over 30 years of practice in
the satellite and telecommunications sector, Mr. Spector has
served since 2005 as Intelsat's Executive Vice President, Business
Development, and General Counsel.

In other executive changes, Thierry Guillemin was promoted to
Executive Vice President and Chief Technical Officer.  Mr.
Guillemin most recently served as Senior Vice President and Chief
Technical Officer.  Mr. Guillemin has over 25 years' experience in
the satellite industry and is responsible for satellite
operations, spacecraft development and acquisition.  Mr. Guillemin
will maintain responsibility for network and teleport operations,
network engineering, satellite operations, space systems
management and planning, and joint responsibility for information
technology.

In announcing these changes, Mr. McGlade stated, "On behalf of the
Intelsat team, I thank Phil Spector for his many years
contributing to Intelsat's success.  He has helped to build this
company into the premier satellite company that it is.  I look
forward to continuing to rely on his judgment and expertise as we
serve together on the Intelsat Board."

McGlade continued, "As a company, Intelsat is focused on providing
its customers with services that support their future growth.
With the organizational changes announced today, Intelsat is
securing a highly experienced and knowledgeable executive team and
board, providing leadership into the future."

Additional information can be found at http://is.gd/bBh1dk

                           About Intelsat

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

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


INTERSTATE PROPERTIES: Can Hire O'Neal & Associates as Accountant
-----------------------------------------------------------------
Interstate Properties LLC sought and obtained approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to
employ O'Neal & Associates P.C., C.P.A., as its accountant to
review the books and records of the Debtor, and to analyze and
verify accounts with regard to the Debtor's assets, liabilities,
financial affairs and financial obligations.

The Debtor said the firm will perform monthly and annual
accounting services for the period December 2012 through June 30,
2013.  The firm's staff hourly rates vary from $40 to $260 per
hour depending on the staff providing the services.  The billing
rates of the firm's staff are:

   Ed O'Neal, CPA                      $260
   Jessica L. McCoy, CPA               $150
   Carole B. Choomack, Certified
    QB ProAdvisor                       $85
   Amy L. Third, Certified QB
    ProAdvisor                          $85
   Constance P. Shaffer, Bookkeeper     $70
   Administrator                        $40

The firm attests it is a "disinterested person" within the meaning
of Sec. 101(14) of the Bankruptcy Code.

                    About Interstate Properties

Interstate Properties, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.  George
M. Geeslin, Esq., who has an office in Atlanta, Georgia, serves as
the Debtor's bankruptcy counsel.

The Debtor owns and operates, among others, two shopping centers,
one located in Elkview, West Virginia, and one located in Decatur,
Georgia.  In its schedules, as amended, the Debtor disclosed
$73,002,403 in total assets and $62,264,480 in total liabilities.


INTERSTATE PROPERTIES: Court OKs Freisem Macon as Special Counsel
-----------------------------------------------------------------
Interstate Properties LLC sought and obtained approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to
employ Freisem, Macon, Swann and Malone LLP as its special counsel
with respect to the continued prosecution of a pre-petition
lawsuit for damages relating to a shopping center in Decatur,
Georgia, against Lithia Springs Holdings LLC, the original
tenant's successor, and Delhaize the Lion America LLC and
Supervalue Inc., guarantors of a lease.

The firm has agreed to be paid for its services on an hourly
billing basis.  Cy Malone, Esq. -- cmalone@fmsmlaw.com -- a
partner at the firm, charges $325 per hour.  As of Dec. 4, 2012,
the firm is owed $47,002 in fees and expenses.

The firm attests it is a "disinterested person" within the meaning
of Sec. 101(14) of the Bankruptcy Code.

                    About Interstate Properties

Interstate Properties, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.  George
M. Geeslin, Esq., who has an office in Atlanta, Georgia, serves as
the Debtor's bankruptcy counsel.

The Debtor owns and operates, among others, two shopping centers,
one located in Elkview, West Virginia, and one located in Decatur,
Georgia.  In its schedules, as amended, the Debtor disclosed
$73,002,403 in total assets and $62,264,480 in total liabilities.


IZEA INC: Secures $1.5 million Credit Facility From Bridge Bank
---------------------------------------------------------------
IZEA, Inc., closed on a new $1.5 million secured credit facility
with Bridge Bank, N.A., of San Jose, California.  The credit
facility is based upon an advance rate of the Company's eligible
trade accounts receivable.

"The company is delighted to be working with a full-service
professional business bank dedicated to meeting the financial
needs of emerging technology businesses," said Ted Murphy, Founder
& CEO of IZEA.  "Our engagement with Bridge Bank provides us with
additional financial flexibility as we continue to grow IZEA."

The agreement requires the Company to pay an annual facility fee
of $7,500 (0.5% of the credit facility) and an annual due
diligence fee of $1,000.  Interest accrues on the advances at the
prime rate plus 2% per annum.  The default rate of interest is
prime plus 7%.  If the agreement is terminated prior to March 5,
2014, then the Company will be required to pay a termination fee
of $18,750 (1% of the credit limit divided by 80%).

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.


JAMES RIVER: To Issue 1 Million Shares Under 2012 Incentive Plan
----------------------------------------------------------------
James River Coal Company filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
1 million shares of common stock issuable under the Company's 2012
Equity Incentive Plan.  The proposed maximum aggregate offering
price is $2.56 million.  A copy of the prospectus is available for
free at http://is.gd/EVNeYy

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $1.20 billion
in total assets, $949.49 million in total liabilities and
$254.62 million in total shareholders' equity.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JAMES RIVER: Incurs $138.9 Million Net Loss in 2012
---------------------------------------------------
James River Company filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$138.90 million on $1.09 billion of total revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $39.08 million
on $1.17 billion of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.20 billion
in total assets, $949.49 million in total liabilities and $254.62
million in total shareholders' equity.

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

                        http://is.gd/aTTU3S

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JEFFERIES FINANCE: $500MM Bond Issue Gets Moody's 'B1' Rating
-------------------------------------------------------------
Moody's Investors Service assigned a first-time Ba3 corporate
family rating to Jefferies Finance LLC's and assigned a B1 rating
to the company's planned $500 million senior unsecured bond. The
outlook is stable.

Ratings Rationale:

JFin's Ba3 corporate family rating reflects the company's strong
financial performance along with its contractual arrangement as
the arranger and syndicator of Jefferies Group's (Jefferies)
leveraged loan business. The proceeds of the proposed $500 million
bond offering will be used to provide additional liquidity to
support the company's expected increase in syndication volume as
well as to support larger individual syndications. In 2012, JFin
was the 12th largest leverage loan originator and the 4th largest
in the company's target $100 million to $500 million facility size
institutional loan market.

The rating also incorporates the credit risk of the company's loan
portfolio along with the liquidity and market value exposures
associated with the potential that the company is unable to timely
and fully syndicate its loan commitments. Offsetting these risks
is the company's solid liquidity profile which includes a $1
billion senior secured funding facility and a $1.2 billion equity
commitment of which more than $600 million remains available, both
provided by its shareholders Jefferies and MassMutual Life
Insurance Company/Babson Capital Management LLC, along with the
proposed $500 million bond issuance.

The B1 senior unsecured debt rating reflects its subordinated
position with respect to the company's $1 billion senior secured
funding facility.

The rating outlook is stable, reflecting Moody's expectation that
the company will be able to continue to grow its leverage loan
business while maintaining its solid liquidity position and strong
financial performance.

The ratings could be upgraded if the company demonstrates its
ability to successfully manage a larger loan syndication platform
without increasing its credit, liquidity, and market risk profile
while maintaining its financial performance. Particular attention
will be on liquidity and market risk management with respect to
the company's syndication commitment pipeline.

The ratings could be downgraded if the company experiences
liquidity stress or if the company elects to increase its
outstanding commitments without a commensurate increase in its
liquidity resources. In particular, negative ratings pressure
could develop if the company's available liquidity is less than
half of the company's outstanding commitments (e.g. syndication
and revolver commitments).

In addition, the ratings could be downgraded if the company's
financial performances deteriorates. In particular, negative
ratings pressure could develop if net income as a percent of
average assets drops below 3% over three or more quarters or
leverage as measured by the company's tangible equity to average
managed assets falls below 20%.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.

Jefferies Finance LLC is a commercial finance company
headquartered in New York.


JEFFERSON COUNTY, AL: To File Adjustment Plan Within 75 Days
------------------------------------------------------------
Michael Connor and Melinda Dickinson, writing for Reuters, report
that Jefferson County, Alabama, Commission President David
Carrington said in an interview the county expects to file a plan
of adjustment within 75 days.

"Our final plan will include a reduction of more than a billion
dollars," Mr. Carrington said, declining to discuss details, the
Reuters report says. "But there are other elements, too, that are
just as important, like lower interest rates and extended payoff
times."

According to Reuters, Mr. Carrington said in the interview on
March 13 that negotiations with holders of some of Jefferson
County's defaulted debt, including owners of education warrants,
were progressing favorably. In addition, the county has so far
reached negotiated deals with two creditors: Bond insurer Ambac
Assurance Corp agreed last year to reduce the county's $83 million
a year payments on lease revenue warrants. European lender Depfa
Bank Plcin February agreed on cutting interest rates on variable-
rate school warrants in exchange for accerated payments by the
county.  But the county's biggest creditors mostly holding sewer
debt, such as JPMorgan, have shown little willingness to
compromise, Mr. Carrington said, and are pressing ahead with
appeals and other court actions.

Reuters notes Jefferson's target for filing may be a counter to
creditor lawyers trying to scuttle the bankruptcy.  They have
repeatedly complained in court filings that Jefferson County was
moving too slowly on developing an adjustment plan and that the
bankruptcy case should be voided.  But U.S. Bankruptcy Judge
Thomas Bennett has refused to set a deadline, noting the case was
highly complex financially and legally.

"County leaders hope to propose a plan with the consent of sewer
creditors, but are prepared to 'cram-down' the plan on dissenting
creditors," reported The Birmingham News newspaper, citing unnamed
county officials, according to Reuters.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


KATHLEEN MORRIS: Barred From Filing Another Chapter 11 Petition
---------------------------------------------------------------
The Maui News reports that U.S. Bankruptcy Judge Robert J. Faris
has ruled that Kathleen Patricia Morris, also known as Tricia
Morris, and David Duffy Herman -- a husband-and-wife-mortgage-
business team -- cannot file for bankruptcy protection again for
current and possible future debts arising from the case already
heard by the court.  The ruling, the report says, allows creditors
to freely pursue debts owed by Ms. Morris and Mr. Herman of the
Kihei-based Hawaii's Premiere Mortgage Co.

The report relates Judge Faris in January dismissed a Chapter 11
bankruptcy reorganization petition by the couple. Without
bankruptcy protection, creditors may file actions on their own to
get what they are owed.

The report notes Ms. Morris and Mr. Herman estimated assets
between $1 million and $10 million in their filing.  However, they
are both listed as the "fee owners" of at least 15 Maui properties
with a combined assessed tax value of more than $14.5 million,
according to Maui County property tax records.

The report also relates an acting U.S. trustee has said in court
documents that the debtors "have demonstrated gross mismanagement
of their estates" and did not provide information "reasonably
requested by the U.S. Trustee."  It accused the couple of having
concealed assets, failing to disclose bank accounts, diverting
"substantial amounts" of rental income into a business account
that they claimed was inactive and improperly soliciting votes on
their reorganization plan prior to court approval.


LEHMAN BROTHERS: Creditors Can Subpoena JPM Trader, Judge Says
--------------------------------------------------------------
Lehman Brothers Holdings Inc.'s creditors received the green
light from Judge James Peck of the U.S. Bankruptcy Court for the
Southern District of New York to subpoena a former trader of
JPMorgan Chase & Co. in an $8.6 billion lawsuit against the bank.

Judge Peck made the decision at a hearing on Wednesday, a Reuters
report said, citing Lehman spokeswoman Kim McLeod as its source.

The judge rejected JPMorgan's arguments that Bruno Iksil, known
as the "London Whale," had little to do with the allegations in
the lawsuit.  The bank, according to a Bloomberg News reported,
argued that the proposed discovery is harassment intended to
embarrass the bank when Lehman's own employees said Mr. Iksil
wasn't involved with the trades at issue.

Lehman and its unsecured creditors' committee alleged that Mr.
Iksil's "practice of intentional mismarking" of trades forced the
company to post $273.3 million of collateral in the days leading
up to its bankruptcy.

The excessive collateral demanded by JPMorgan, Lehman's main
clearing bank in the 2008 financial crisis, allegedly drove the
company into bankruptcy.

Mr. Iksil, who had worked in London for JPMorgan, gained
notoriety after his activities were linked to $6.2 billion of
trading losses at the bank's Chief Investment Office.  A
September 10, 2008 internal JPMorgan e-mail linked Mr. Iksil to
two trades by the CIO that were then "significantly contributing"
to a dispute with Lehman, according to earlier reports.

The case is Lehman Brothers Holdings Inc. v. JPMorgan Chase Bank
NA, 12-01874, U.S. Bankruptcy Court, Southern District of New
York (Manhattan).

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Settles Suits on Liberty Derivatives Deals
-----------------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval to enter into a
deal to settle a lawsuit tied to Lehman Brothers Financial
Products Inc.'s derivatives deals with Liberty Square CDO I
Limited and its affiliates.

LBFP filed the lawsuit to challenge the provisions in certain
documents executed by Liberty Square, which affect the company's
right to receive payment of its claims under the derivative
deals.

Under the agreement, LBFP will receive from Liberty Square a
settlement payment in exchange for the dismissal of the lawsuit.
Both sides also agreed to release each other from all claims tied
to the derivatives deals.

The settlement, reached through court-ordered mediation, "will
fully resolve" the litigation, according to Lehman's lawyer,
Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York.

The settlement is formalized in an eight-page agreement, a copy
of which is available for free at http://is.gd/chjoTr

Separately, Lehman seeks approval of another agreement, which
partially resolves disputes related to a credit default swap deal
between its special financing unit and Pebble Creek LCDO 2007-3
Ltd.

U.S. Bankruptcy Judge James Peck will hold a hearing on March 28
to consider approval of the Liberty Square settlement, and on
April 24 to consider the Pebble Creek agreement.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: $1.404 Billion Recovered From ADR Settlements
--------------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman's legal counsel, filed a status
report on the settlement of claims it negotiated through the
alternative dispute resolution process.

The report noted that since the filing of the 39th status report,
Lehman has served one ADR notice, bringing the total number of
notices served to 83.

The company also reached settlements with counterparties in two
additional ADR matters, both as a result of mediation.  Upon
closing of those settlements, the company will recover a total of
$1,404,599,056.  Settlements have now been reached in 244 ADR
matters involving 337 counterparties.

As of March 13, 95 of the 100 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only five mediations were terminated without settlement.

Five more mediations are scheduled to be conducted for the period
March 28 to May 8, 2013.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Deutsche Borse Facing EUR115MM Claim
-----------------------------------------------------
Suzi Ring, writing for Dow Jones Newswires, reports that Deutsche
Borse AG disclosed that it faces a claim of about EUR115 million
($150.37 million) that the administrator for an overseas arm of
Lehman Brothers Inc. said was paid to the exchange group's
clearinghouse unit on the day the U.S. investment bank filed for
bankruptcy protection in 2008.  The exchange disclosed the claim
in its annual report Friday, just weeks before the first interim
distribution of money is due to be made to former clients of
Lehman Brothers International (Europe), Lehman's London-based arm.

According to Dow Jones, Deutsche Borse called the claim on its
Eurex Clearing arm "unfounded" and said it was defending itself
against the action.  Deutsche Borse said the claim from the
administrator of Lehman Brothers Bankhaus, the bank's German arm,
relates to EUR113.5 million in collateral payments made to Eurex
Clearing on Sept. 15, 2008.  The claim includes the repayment of
the EUR113.5 million, plus an additional EUR1 million and accrued
interest.

The report relates Deutsche Borse declined additional comment.
Michael Frege, a partner in the Frankfurt law firm CMS Hasche
Sigle, which has acted as administrator for Lehman's German arm,
also declined to comment.


LEONARD FARBER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Leonard A. Farber, M.D., PLLC
        dba The Farber Center for Radiation Oncology
        21 West Broadway
        New York, NY 10007

Bankruptcy Case No.: 13-10797

Chapter 11 Petition Date: March 15, 2013

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

Judge: Allan L. Gropper

Debtor's Counsel: Alan D. Halperin, Esq.
                  HALPERIN BATTAGLIA RAICHT LLP
                  40 Wall Street - 37th Floor
                  New York, NY 10005
                  Tel: (212) 765-9100
                  Fax: (212) 765-0964
                  E-mail: ahalperin@halperinlaw.net

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

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

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

The petition was signed by Leonard A. Farber, M.D., managing
member.


LIBERTY HARBOR: Exclusive Plan Filing Date Extended Until April 22
------------------------------------------------------------------
Judge Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey extended Liberty Harbor Holding, LLC's
exclusive period for filing a plan of reorganization until April
22, 2013, and exclusive period in which to obtain confirmation of
a plan until June 7, 2013.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D.N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Each of the
Debtors is solely owned by Peter Mocco.

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has $3.62
million of debt, consisting of accounts payable of $73,500 and
unsecured non-priority claims of $3,540,000.  The Debtor's real
property consists of Block 60, Jersey City, NJ 100% ownership Lots
60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

Judge Novalyn L. Winfield presides over the case.  Wasserman,
Jurista & Stolz, P.C. srves as insolvency counsel and Scarpone &
Vargo as special litigation counsel.  The petition was signed by
Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LIFECARE HOLDINGS: Doctrine of Necessity Used to OK Bonuses
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that hospital owner LifeCare Holdings Inc. gave Delaware
Bankruptcy Judge Kevin Gross an opportunity to write an opinion
explaining why performance bonuses can be paid after bankruptcy
for work performed before the commencement of a liquidating
Chapter 11.

The report relates that for years, LifeCare had incentive plans
where bonuses would be earned based on achievement of cash-flow
targets.  Before bankruptcy, the company loosened the standards to
make the bonuses achievable, Judge Gross said.  The bonus plans
covered four top executives, among others.

The report relates that as usual, the U.S. Trustee objected,
saying the bonuses were improper because they mostly covered
payments earned for work before bankruptcy in December.

Judge Gross approved the bonuses in his March 15 opinion.  He said
the U.S. Trustee had misplaced reliance on the 2002 Heckinger
opinion from the U.S. Court of Appeals in Philadelphia.

The judge said Heckinger involved retention plans where LifeCare's
were performance-based.  Judge Gross said the LifeCare bonuses
were authorized under the so-called doctrine of necessity because
"in a liquidating case such as this, the eligible employees'
efforts are necessary to preserve the debtors' business."

The LifeCare business will be sold at auction on March 20.
Lenders are likely to be the buyer in exchange for debt.

A copy of the Court's March 15 Memorandum Opinion is available at
http://is.gd/pLKwBLfrom Leagle.com.

                     About LifeCare Hospitals

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

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

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

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

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

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


LIFECARE HOLDINGS: 2nd Changes to Patient Care Ombudsman Order
--------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware entered a second amended order directing the appointment
of a patient care ombudsman in the Chapter 11 cases of LCI
Holdings, Company, Inc., at the request of the Texas Department of
State Health Services.  The second amended order includes a
provision that requires the Patient Care Ombudsman to provide
copies of its periodic written reports regarding the quality of
patient care provided to patients of the Debtors upon the agency
that regulates the Debtors' facilities in each state where
located.

In another order, Judge Gross authorized Suzanne Koenig, the
Patient Care Ombudsman, to retain Greenberg Traurig LLP as her
counsel, nunc pro tunc to January 29, 2013.

                          About LifeCare

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

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

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

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

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LIFECARE HOLDINGS: Taps C. Walker as CFO, Huron for Support Staff
-----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized LCI Holdings, Company, Inc., and its debtor
affiliates to employ Chris Walker of Huron Management Services LLC
as their chief financial officer.  The Court also entered an
amended order authorizing the Debtors to employ Huron Management.

Under the amended order, Huron will provide support to the
Debtors' CFO on an hourly basis in connection with the sale
process, including potential sale-leaseback transactions,
bankruptcy reporting, obtaining exit financing, and wind-down
issues.

                          About LifeCare

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

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

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.

Suzanne Koenig was appointed Patient Care Ombudsman in the Chapter
11 cases.  Greenberg Traurig LLP represents the Ombudsman.

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

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LIFESTYLE DESIGN: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lifestyle Design Group, LLC
        4012 S. Rainbow Boulevard
        #K-613
        Las Vegas, NV 89103

Bankruptcy Case No.: 13-12156

Chapter 11 Petition Date: March 15, 2013

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

Judge: Bruce A. Markell

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

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its five largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nvb13-12156.pdf

The petition was signed by Thomas Quinlin, managing member.


LPATH INC: Incurs $2.7 Million Net Loss in 2012
-----------------------------------------------
Lpath, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.75 million on $6.68 million of total revenues for the year
ended Dec. 31, 2012, as compared with a net loss of $3.11 million
on $9.38 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $27.18
million in total assets, $12.23 million in total liabilities and
$14.94 million in total stockholders' equity.

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

                        http://is.gd/8tZTjN

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.


LTS GROUP: Moody's Assigns 'B2' CFR; Ratings Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B2-PD probability of default rating for LTS Group Holdings
LLC ("Light Tower" or "the Company").

The ratings agency also assigned a B1 (LGD3-41%) rating to the
Company's $125 million senior secured revolver, a B1 (LGD3-41%)
rating to the Company's $1.05 billion senior secured first lien
term loan and a Caa1 (LGD6-91%) rating to the Company's $250
million senior secured second lien term loan.

The Company plans to use the borrowings to fund the acquisition of
Lightower and Sidera and pay related fees and expenses.

Moody's has taken the following rating actions:

Issuer: LTS Group Holdings LLC

  Corporate Family Rating -- Assigned B2

  Probability of Default Rating -- Assigned B2-PD

  Outlook -- Stable

Issuer: LTS Buyer LLC

  Senior Secured Revolver -- Assigned B1, LGD3-41%

  Senior Secured 1st Lien Term Loan -- Assigned B1, LGD3-41%

  Senior Secured 2nd Lien Term Loan -- Assigned Caa1, LGD6-91%

  Outlook -- Stable

Ratings Rationale:

Light Tower's B2 corporate family rating reflects the Company's
strong growth profile, relatively stable base of contracted
recurring revenues, historically low churn rates, valuable fiber
optic network assets covering over 20,000 fiber route miles and
Moody's expectation of margin expansion following the integration
of Sidera Networks. These strengths are offset by high leverage
(over 6x Moody's adjusted Debt to EBITDA following the
acquisitions) and high capital intensity. Light Tower's rating
also incorporates its relatively low cash balances, its private
equity ownership structure and its seasoned and proven management
team.

Moody's believes that the Company has adequate liquidity, due
mainly to access to its new $125 million revolver which is
expected to cover the negative free cash flow over the next few
quarters due mainly to integration spending.

The stable outlook is based on Moody's view that the Company will
execute crisply from an operational perspective and that the
integration of the businesses will progress smoothly.
Consequently, Moody's expects revenue growth will remain strong
and that the Company will begin to be in a position to generate
positive free cash flow.

Moody's could upgrade Light Tower's ratings if adjusted leverage
approaches 4x and FCF/Debt is above 10%, which would likely result
from better than expected operating performance.

Downward rating pressure could develop if liquidity becomes
strained or if capital intensity increases such that Light Tower
is unable to generate sustainable positive free cash flow.
Additionally, debt financed acquisitions which result in a
deterioration in cash flow or an increase in leverage could result
in a downgrade.

This is the first time that Moody's has rated Light Tower.

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


LTS GROUP: S&P Assigns 'B' CCR & Rates $1.175BB Facilities 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Boxborough, Mass.-based LTS Group Holdings LLC
("Lightower").

"We also assigned our 'B' issue-level rating to the company's
$1.175 billion first-lien credit facilities.  The proposed
facilities consist of a $1.05 billion term loan due 2020 and a
$125 million revolving credit facility due 2018.  The '3' recovery
rating on this debt indicates our expectation for meaningful (50%
to 70%) recovery for lenders in the event of a payment default.
In addition, we assigned our 'CCC+' issue-level rating and '6'
recovery rating to the company's proposed $250 second-lien term
loan due 2021.  The '6' recovery rating on this debt indicates our
expectation for negligible (0% to 10%) recovery for lenders in the
event of a payment default," S&P said.

The company will use the proceeds to fund the acquisition of
Lightower and Sidera, including the repayment of outstanding debt
at both companies, and pay transaction fees.

"The ratings reflect our assessment of the company's 'highly
leveraged' financial profile and 'weak' business risk profile,"
said Standard & Poor's credit analyst Michael Weinstein.  Pro
forma for the proposed business combination of Lightower and
Sidera, S&P expects its adjusted measure of leverage for Lightower
to be in the low-7x area (including a debt adjustment of
approximately $60 million for the present value of operating
leases) based on 2012 EBITDA.  However, S&P expects the company's
leverage profile to improve as transaction synergies materialize,
and it generates meaningful organic EBITDA growth fueled by strong
industry demand growth for data bandwidth providers.  Under S&P's
base-case scenario, the company will improve leverage to around 6x
by mid-2014, and should begin to generate positive free operating
cash flow (FOCF) for full-year 2014.

The stable rating outlook reflects S&P's expectation that the
company will generate high-single-digit EBITDA growth over the
next year, and achieve the majority of cost synergies from the
business combination with Sidera, resulting in leverage declining
from the low-7x area based on 2012 EBITDA to about 6x by mid-2014.
The outlook also reflects churn remaining relatively stable in the
low-1% area over the next couple of years.

S&P could lower the rating if the organic sales growth in its
base-case scenario does not materialize and the expected
$25 million of annual transaction synergies are outstripped by
pricing pressures, causing organic EBITDA to decline more than 15%
relative to S&P's base case operating forecast.  S&P' calculates
that this downward scenario would leave leverage above 7x on a
sustained basis.

Although S&P views an upgrade as unlikely in the next year due to
the high leverage, it could contemplate a one-notch upgrade if
leverage were to decline below 5x on a sustained basis, including
any expectations for debt-financed acquisitions or distributions
to owners.


LVNV FUNDING: Facility Amendment No Impact on Moody's Ratings
-------------------------------------------------------------
Moody's reports that the execution of the Fourth Amendment to the
Amended and Restated RFA and the Fourth Amendment to the Amended
and Restated Servicing Agreement on March 15, 2013, in and of
itself and at this time, will not result in a reduction,
withdrawal, or placement under review for possible downgrade of
the ratings currently assigned to any class of outstanding notes
issued by Sherman's LVNV Funding LLC (the Outstanding Notes).
Among other changes, the Amendment modifies the calculation of the
advance rate for this facility.

Moody's believed that the Amendment did not have an adverse effect
on the credit quality of the Outstanding Notes such that the
Moody's ratings were impacted. Moody's did not express an opinion
as to whether the Amendment could have other, non-credit-related
effects.

Rating Methodology

When rating the LVNV facility, Moody's considers the credit
profile and historical performance of the collateral backing this
transaction, which is mostly charged-off credit card receivables.
Moody's assesses the collateral characteristics of the facility,
considering such key credit metrics as the type of loans, their
aging, the sellers of the receivables, the historical levels of
collections, and the issuer's estimated future collections, among
other factors, in order to estimate the pool's future performance
over the life of the transaction. Moody's has received data on the
performance of these assets extending back to 2004, thereby
providing a meaningful performance history for the facility.

The risk of performance deterioration is mitigated by
overcollaterization, which provides credit enhancement for the
notes, and an incentive to the issuer to maximize collections
during a wind down of the facility.

In determining potential performance trends for this facility,
Moody's analyzes different cash flow scenarios that consider
collections on the receivables, the priority of payments due to
investors, and the particular characteristics of the transaction
such as its credit enhancement levels and the type of servicing
arrangements under different circumstances that would benefit
investors.

Moody's took these rating actions on LVNV Funding on February 18,
2009:

Issuer: LVNV Funding LLC

   Up to $784.9 Million Class A notes, downgraded to Baa2 from
   A2, previously on November 4, 2008 Placed Under Review for
   Possible Downgrade

   Up to $117.3 Million Class B notes, downgraded to B2 from Ba2,
   previously on November 4, 2008 Placed Under Review for
   Possible Downgrade


MAROT RENTAL: Case Summary & 11 Unsecured Creditors
---------------------------------------------------
Debtor: Marot Rental & Development, Corp.
        P.O. Box 363035
        San Juan, PR 00936

Bankruptcy Case No.: 13-02003

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jesus Santiago Malavet, Esq.
                  SANTIAGO MALAVET AND SANTIAGO LAW OFFICE
                  473 Sagrado Corazon Street
                  San Juan, PR 00915
                  Tel: (787) 727-3058
                  Fax: (787) 726-5906
                  E-mail: jsantiago.smslopsc@gmail.com

Scheduled Assets: $1,150,451

Scheduled Liabilities: $1,736,253

A copy of the Company's list of its 11 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/prb13-02003.pdf

The petition was signed by Juan Ramon Natal Henriquez, president.


MCMORAN EXPLORATION: S&P Retains 'B-' CCR on CreditWatch
--------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on New
Orleans, La.-based McMoRan Exploration Co., including the 'B-'
corporate credit rating, will remain on CreditWatch, where they
were placed with positive implications on Dec. 6, 2012.

"The ratings on McMoRan Exploration remain on CreditWatch positive
because of the potential improvement in its financial risk profile
due to Freeport-McMoRanCopper & Gold Inc.'s pending acquisition of
the company," said Standard & Poor's credit analyst Carin Dehne-
Kiley.  S&P will resolve the CreditWatch upon closing of the
acquisition.

S&P placed the ratings on McMoRan Exploration on CreditWatch
following Freeport's announcement on Dec. 5, 2012, that it intends
to acquire Plains Exploration & Production Co. and McMoRan
Exploration Co. in transactions totaling $20 billion.  Freeport
intends to finance the acquisition with approximately $9 billion
of cash and stock, and an incremental $9.5 billion in debt.
Freeport will provide a downstream guarantee on McMoRan's
outstanding debt.  The positive CreditWatch reflects the potential
of a positive rating action around the close of the proposed
transaction, which S&P expects in the second quarter of 2013.

In mid-February, Freeport announced the completion of agreements
providing committed financing for a $4 billion term loan and a
$3 billion revolving credit facility, and in early March, it
completed the sale of $6.5 billion of senior notes.

Standard & Poor's believes the proposed acquisitions slightly
improve Freeport's business risk by diversifying its operations
away from Indonesia and adding commodity diversity, but there are
high capital spending needs at both Plains and McMoRan
Exploration, and Freeport will now have exposure to the volatile
oil and natural gas markets.  In addition, McMoRan Exploration has
faced mechanical difficulties in achieving a successful flow test
from its first well in the high-potential ultra-deep Gulf of
Mexico shelf play.

Standard & Poor's intends to resolve the CreditWatch listing upon
closing of Freeport's acquisition of McMoRan Exploration, which
S&P expects in the second quarter of 2013.


MDC PARTNERS: $50MM Loan Upsize No Impact on Moody's B2 CFR
-----------------------------------------------------------
Moody's reports that MDC Partners Inc.'s upsize of the senior
unsecured note from $500 million to $550 million will not impact
its B2 Corporate Family Rating, the B3 senior unsecured note
rating, and associated debt ratings, although the LGD point
estimate changes to LGD4-61% from LGD4 -62%.

The additional $50 million of debt is expected to help prefund
over $100 million in contingent deferred acquisition payments that
are due in 2013. However, additional debt issuance beyond this
level would likely put downward pressure on the existing ratings
levels.

Ratings Rationale:

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


MEDYTOX SOLUTIONS: Borrows Additional $800,000 From TCA
-------------------------------------------------------
Medytox Solutions, Inc., previously borrowed $550,000 from TCA
Global Credit Master Fund, LP, pursuant to the terms of the Senior
Secured Revolving Credit Facility Agreement, dated as of April 30,
2012, among Medytox, Medytox Medical Marketing & Sales, Inc.,
Medytox Diagnostics, Inc., PB Laboratories, LLC and TCA.

Medytox borrowed an additional $525,000 from TCA pursuant to the
terms of Amendment No. 1 to Senior Secured Revolving Credit
Facility Agreement, dated as of July 31, 2012.  Moreover, on
Dec. 4, 2012, Medytox borrowed an additional $650,000 from TCA
pursuant to the terms of Amendment No. 2 to Senior Secured
Revolving Credit Facility Agreement, dated as of Oct. 31, 2012.

Effective Jan. 22, 2013, Biohealth Medical Laboratory, Inc., a
recently acquired majority-owned subsidiary of Medytox, entered
into a Guaranty Agreement to guaranty the TCA loan and a Security
Agreement to pledge substantially all its assets to secure its
guaranty.

On March 4, 2013, Medytox borrowed an additional $800,000 from TCA
pursuant to the terms of Amendment No, 3 to Senior Secured
Revolving Credit Facility Agreement, dated as of Feb. 28, 2013.
These additional funds WIll be used in accordance with
management's discretion.  In connection with Amendment No. 3,
Advantage Reference Labs, Inc., a newly-formed wholly-owned
subsidiary of Medytox, entered into a Guaranty Agreement to
guaranty the TCA loan and a Security Agreement to pledge
substantially all its assets to secure its guaranty.

In connection with Amendment No. 3, Medytox executed an Amended
and Restated Revolving Promissory Note, due Sept. 4, 2013, in the
amount of $2,525,000.  The terms of the Credit Agreement remain in
full force and effect.

As previously reported, in February 2012 Bradley Ray filed an
action claiming the ownership of Medytox Institute of Laboratory
Medicine, Inc., a subsidiary of Medytox.  On Jan. 29, 2013, the
parties reached an agreement resolving and settling all their
disputes.  As a result of the settlement, all cases in which Mr.
Ray alleged an ownership interest in MILM have been dismissed with
prejudice.

                     About Medytox Solutions

West Palm Beach, Florida-based Medytox Solutions, Inc., formerly
Casino Players, Inc., is a provider of laboratory services
specializing in providing blood and urine drug toxicology to
physicians, clinics and rehabilitation facilities in the United
States.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt about Medytox Solutions' ability to continue as
a going concern following the 2011 financial results.  The
independent auditor noted that the Company has an accumulated
deficit and negative cash flows from operations, and additionally,
there is certain litigation involving a consolidated entity which
is unresolved.

The Company reported net income of $92,701 for 2011, compared with
a net loss of $327,041 for 2010.  The Company's balance sheet at
Sept. 30, 2012, showed $6.09 million in total assets, $7.35
million in total liabilities and a $1.25 million total
stockholders' deficit.


MORE CHOO: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: More Choo Choo, LLC
        7272 S. El Capitan Way, #2
        Las Vegas, NV 89148

Bankruptcy Case No.: 13-12135

Chapter 11 Petition Date: March 15, 2013

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

Judge: Linda B. Riegle

Debtor's Counsel: H Stan Johnson, Esq.
                  COHEN-JOHNSON, LLC
                  255 E. Warm Springs Road, Suite 100
                  Las Vegas, NV 89119
                  Tel: (702) 823-3500
                  Fax: (702) 823-3400
                  E-mail: sjohnson@cohenjohnson.com

Estimated Assets: $0 to $50,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bank of Nevada                                   $1,143,567
P.O. Box 26237
Las Vegas, NV 89126-0237

The petition was signed by Norbert Aleman, manager.


NAKNEK ELECTRIC: Plan Confirmation Hearing Set for March 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska will convene
a hearing on March 21, 2013, at 9 a.m., to consider confirmation
of Naknek Electric Association, Inc.'s Second Amended Plan of
Reorganization dated Jan. 25, 2013.

According to the Second Amended Disclosure Statement, the Plan is
summarized as:

   1. The Debtor will use cash on hand and current revenues to
      satisfy claims required by law to be paid on the Effective
      Date of the Plan, including administrative and priority
      expenses (other than certain postpetition financing which
      will be paid out over time by agreement of the lender, the
      National Rural Utilities Cooperative Finance Corporation.

   2. The Debtor will honor its remaining secured financing
      obligations to the Rural Utilities Services.  All other


      secured claims have been resolved in accordance with the
      Geothermal Assets Transaction.

   3. The Debtor will dedicate a portion of the utility rates it
      recovers from its members over the next 20 years to satisfy
      its unsecured creditors' claims or afford them an
      opportunity for a one-time payment on or before Aug. 31,
      2014, as follows:

       i) Receive on a date no later than Aug. 31, 2013, 50% of
          the allowed amount of its Claim in cash up to a maximum
          of $12,500;

      ii) Receive on a date no later than Aug. 31, 2014, 5% on the
          allowed amount of its claim in cash; or

     iii) Receive its pro rata share (among all allowed unsecured
          claims selecting this treatment) of the cash payments to
          be made by the Debtor over 20 years.

   4. The Debtor will preserve the interests of its members,
      subject to the terms and conditions of the Plan.

Under the Plan, the Debtor will raise rates approximately $.07 per
kWh to pay its Plan payments.  Additionally, rates will also be
adjusted to address other factors not part of the Plan such as
inflation, plant and distribution improvements and fuel costs.

A copy of the Second Amended DS is available for free at
http://bankrupt.com/misc/NAKNEK_ELECTRIC_ds_2amended.pdf

On Feb. 4, the Debtor sought clarification that it is not required
to serve a copy of the Second Amended Disclosure Statement on its
members.  The grounds for NEA's motion are that its members are
not entitled to vote because they do not hold a "cognizable
interest" in the Debtor, and the members have already been mailed
a copy of its earlier Amended Disclosure Statement, which is
substantially identical to one which has been approved by the
court.

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor disclosed $21,459,632 in assets and $7,523,708
as of the Chapter 11 filing.

The Debtor filed with the Court a plan of reorganization and an
accompanying disclosure statement on Sept. 15, 2011.  The Plan
proposed that the Debtor will pay Class 13, unsecured creditors,
$3 million over 60 months commencing on the Effective Date.  Based
on the current claims filed in the case, the proposed payment will
pay unsecured creditors a dividend of about $0.10 on each dollar
of claim.

A committee of unsecured creditors has been appointed by the
United States Trustee.


NATIONAL AUTOMOTIVE: A.M. Best Cuts Finc'l Strength Rating to 'C'
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C
(Weak) from B (Fair) and issuer credit rating to "ccc" from "bb"
of National Automotive Insurance Company (National Automotive)
(Metairie, LA).  The outlook for both ratings is negative.

The rating downgrades reflect National Automotive's significant
decline in capitalization following adverse reserve development in
its non-standard automobile business, which resulted in the need
for significant reserve strengthening in the fourth quarter of
2012, causing a material decline in its surplus.  National
Automotive's adverse reserve development was driven by increased
auto liability losses and an increase in the required minimum
statutory automobile limits in Louisiana.

The negative outlook reflects National Automotive's reduced
surplus and decline in its risk-adjusted capitalization.  The
outlook further considers the company's ongoing challenges to
improve underwriting results over the near term and avoid
additional surplus losses.

Factors that could result in future negative rating actions
include a continued deterioration in National Automotive's
underwriting performance, continued adverse reserve development or
erosion of its capital base.


NATIONAL HOLDINGS: Bill Lerner and Fred Powers Elected to Board
---------------------------------------------------------------
Each of William Lerner and Frederic B. Powers III was elected as a
director of National Holdings Corporation to fill vacancies on the
Board of Directors of the Company.  Mr. Lerner will serve as a
Class I director, and his initial term will expire at the
Company's 2014 annual meeting of stockholders, and Mr. Powers will
serve as a Class II director, and his initial term will expire at
the Company's 2015 annual meeting of stockholders.

As compensation for their service on the Board of Directors, each
of Messrs. Lerner and Powers will receive the Company's standard
compensation for non-employee directors.  There are no
arrangements or understandings between either of Messrs. Lerner or
Powers and any other persons pursuant to which either of Messrs.
Lerner or Powers were named a director of the Company.

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at Dec. 31,
2012, showed $15.51 million in total assets, $18.44 million in
total liabilities and a $2.92 million total stockholdres' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NEWLEAD HOLDINGS: Has 37.2MM Shares Available Under 2005 Plan
-------------------------------------------------------------
The Board of Directors of NewLead Holdings Ltd. adopted the Second
Amended and Restated 2005 Equity Incentive Plan pursuant to which
the Company may offer equity incentives to its officers,
directors, employees and consultants.  The Second Amended and
Restated Plan increases the number of common shares reserved for
issuance under the Company's Amended and Restated 2005 Equity
Incentive Plan from 2,083,334 to 37,209,590, which will be further
increased on an annual basis on the first day of each fiscal year
of the Company, beginning in fiscal year 2014, by an amount equal
to 5% of the number of outstanding common shares of the Company as
of such date.

The Second Amended Plan is available for free at:

                       http://is.gd/yP8JMb

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEXSTAR BROADCASTING: Reports $182.5 Million Net Income in 2012
---------------------------------------------------------------
Nexstar Broadcasting Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $182.49 million on $378.63 million of net revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$11.89 million on $306.49 million of net revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2012, showed $945.81
million in total assets, $942.86 million in total liabilities and
$2.95 million in total stockholders' equity.

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

                        http://is.gd/PGe1ev

Nexstar Broadcasting announced the filing of a Definitive
Information Statement on Schedule 14C with the SEC to notify
stockholders of corporate actions adopting and approving
resolutions to amend and restate the Company's Amended and
Restated Certificate of Incorporation.  Nexstar's Definitive
Information Statement on Schedule 14C can be accessed at:

                        http://is.gd/5uxYUE

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.

                           *    *     *

This concludes the Troubled Company Reporter's coverage of Nexstar
Broadcasting until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


NORTH FOREST: S&P Affirms 'B' Rating on General Obligation Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'B' long-term
rating, underlying rating (SPUR), and school issuer credit rating
(ICR) on North Forest Independent School District, Texas' general
obligation (GO) debt and placed the ratings on CreditWatch with
positive implications.  Standard & Poor's is also maintaining the
'AAA' rating and stable outlook on the district bonds that are
guaranteed by the Texas Permanent School Fund.

"The CreditWatch placement reflects our opinion of the district's
potential dissolution and annexation into the Houston Independent
School District," said Standard & Poor's credit analyst Omar
Tabani.

In 2011, after several years of poor financial and academic
performance, the Texas Education Agency (TEA) ordered the closure
and annexation of the district into Houston ISD.  On March 30,
2012, the order of closure and annexation was abated for a year to
allow North Forest ISD the opportunity to demonstrate academic and
financial improvement during the 2011-2012 school year.  With the
help of outside consultants, the district was able to improve its
financial standing in fiscal 2012, but failed to satisfy all of
the academic requirements laid out by the TEA.  As a result, on
Feb. 7, 2013, the commissioner of the TEA recommended the closure
of the district and annexation into Houston ISD.  The district
intends to appeal the recommendation at a record review scheduled
for March 15, 2013.  S&P will continue to monitor ongoing
developments with the district and take the appropriate rating
action, as necessary.

If the dissolution and annexation occurs, Standard & Poor's would
likely raise the rating on North Forest ISD's GO debt to reflect
Houston ISD's 'AA+' school ICR once the annexation is final.
Should the district continue operating as an independent school
district, Standard & Poor's would likely assign a stable outlook
once it removes the rating from CreditWatch if the district can
demonstrate a trend of structural balance in its general fund.
While Standard & Poor's believes that management will face
significant challenges achieving structural balance, a higher
rating is possible if year-end general fund balances improve and
the district satisfies its obligations related to a prior misuse
of bond proceeds.  Standard & Poor's does not expect to lower the
rating unless the district experiences a material deterioration in
its ability to meet its debt obligations.


NATIONAL CONVERTING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: National Converting & Packaging Corporation
        2708 Northwest Main Street
        Annis, TX 75119

Bankruptcy Case No.: 13-31358

Chapter 11 Petition Date: March 15, 2013

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

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

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

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

The petition was signed by Melvin Riecke II, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
National Converting & Fulfillment
  Corporation                          06-31922   05/06/06
National Packaging Corporation         06-32096   05/15/06
NCFC Facilities, Inc.                  06-31413   04/03/06


OMEGA HOME: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Omega Home Healthcare, LLC
        400 Higgins Rd.
        Park Ridge, IL 60068

Bankruptcy Case No.: 13-10391

Chapter 11 Petition Date: March 15, 2013

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

Judge: Carol A. Doyle

Debtor's Counsel: Ben L. Schneider, Esq.
                  SCHNEIDER & STONE
                  8424 Skokie Blvd.
                  Suite 200
                  Skokie, IL 60077
                  Tel: (847) 933-0300
                  Fax: (847) 676-2676
                  E-mail: ben@windycitylawgroup.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilnb13-10391.pdf

The petition was signed by Nelia Ladlad, office manager.


OVERLAND STORAGE: Amends Note Purchase Pact with Cyrus, et al.
--------------------------------------------------------------
Overland Storage, Inc., previously entered into a Note Purchase
Agreement on Feb. 12, 2013.  Pursuant to the NPA, the Company
issued and sold to Cyrus Opportunities Master Fund II, Ltd.,
CRS Master Fund, L.P., Crescent 1, L.P., et al., convertible
promissory notes of the Company in an aggregate original principal
amount of $13.25 million in exchange for the payment of the
purchase price by the Purchasers in an equivalent amount.

On March 5, 2013, the Company entered into an Amendment to the NPA
with the Purchasers pursuant to which the NPA was amended to
provide that the Company may not pay interest in shares of the
Company's common stock at a price per share lower than $0.98,
which was the closing price per share of the Common Stock on the
date of the NPA, and, in the event of a share price lower than
$0.98, the Company will have the option to pay interest in a
combination of stock and cash as set forth in the Amendment.

A copy of the Amended NPA is available for free at:

                        http://is.gd/BHGnPl

                       About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.  The Company's balance sheet at Dec. 31, 2012,
showed $28.31 million in total assets, $31.23 million in total
liabilities and a $2.92 million total sharehodlers' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PACIFIC RUBIALES: Fitch Rates Proposed $1 Billion Debt 'BB+'
------------------------------------------------------------
Fitch Ratings expects to assign a 'BB+' rating to Pacific Rubiales
Energy Corp.'s proposed debt issuance of up to USD1 billion due
2023. Proceeds will be partially used to refinance revolving
credit facilities and extend its debt profile. Additionally,
proceeds will be used to strengthen the company's liquidity
position with an improvement of its on-hand cash position.

Pacific Rubiales' ratings are supported by the company's
leadership position as the largest independent oil and gas player
in Colombia and its strong management with recognized expertise in
heavy oil exploration and production. The ratings also reflect the
company's strong liquidity and adequate leverage. Pacific
Rubiales' credit quality is tempered by the company's small scale,
production concentration and relatively small reserve profile. The
company also benefits somewhat from its partnerships with
Ecopetrol ('BBB-' IDR by Fitch), Colombia's national oil and gas
company, which supports Pacific Rubiales' investments and shares
production.

Solid Financial Profile:

The company's ratings reflect its adequate financial profile
characterized by low leverage and strong interest and debt service
coverage. As of Dec. 31, 2012, the company reported leverage
ratios, as measured by total debt to EBITDA and total debt-to-
total proved reserves of approximately 0.7 times (x) and USD2.5
per boe, respectively. As of Dec. 2012, total debt of
approximately USD1.3 billion was primarily composed of
approximately USD737 million of senior unsecured notes, USD354
million drawn from the company's revolving credit facility and the
balance was composed of other financial obligations, including
capital lease obligations. During 2012, Pacific Rubiales reported
an EBITDA, as measured by operating income plus depreciation and
stock-based compensation, of approximately USD2 billion.

Piriri-Rubiales Concession Expires in 2016:

Although Pacific Rubiales production and reserves profile has
significantly improved in recent years, the expiration of the
Piriri-Rubiales production agreement in 2016 is expected to have a
significant impact on the company's financial results. As a result
of the expiration of the Piriri-Rubiales production agreement in
2016, Fitch expects Pacific Rubiales' production level for 2017 to
be in line with that of 2012 or below current production. During
2010, this field represented approximately 75% of total net
production, and it currently represents approximately 62% of
production. The company is expected to be able to replace Piriri-
Rubiales production by 2017 given the company's recent
diversification efforts and high reserve replacement ratios,
coupled with its proven track record of increasing production. The
rating does not incorporate the possibility of extending
production from this field past its expiration date. As of
December 2012, this field represented approximately 19% of the
company's total proved and probable reserves of 514 million boe;
excluding Piriri-Rubiales resources, debt-to reserves (1P) are
still low at approximately USD3.1 per boe.

Improving Operating Metrics:

The operating metrics for the company have been improving rapidly
and its growth strategy is considered somewhat aggressive. During
2012, the company reserve replacement ratio was 398% and its
current 2P reserve life index is approximately 14 years using
current production levels. During the past two years, the company
increased gross and net production to approximately 240,975 boe/d
and 95,748 boe/d, from approximately 219,136 boe/d and 87,159
boe/d as of September 2012, respectively. As of December 2012,
Pacific Rubiales' proved (1P) and proved and probable (2P)
reserves, net of royalties, amounted to approximately 337 million
and 514 million bbls, respectively. The company's reserves are
composed of heavy crude oil (59%) and natural gas and light and
medium oil (41%). Pacific Rubiales has a significant number of
exploration prospects, which will require significant funds to
develop. In the short term, the company plans to devote its
efforts developing the Quifa, Sabanero and CPE-6 blocks, which
surround and are near Rubiales-Piriri block, and should eventually
replace Piriri-Rubiales block.

Negative Free Cash Flow Due to Large Capex:

Free cash flow (cash flow from operations less capital
expenditures and dividends) has been negative given the company's
growth strategy. Pacific Rubiales' significant capital
expenditures plans over the next few years could continue to
pressure free cash flow in the near term. Increasing production at
the Piriri-Rubiales and the surrounding Quifa block are expected
to account for the bulk of the company's capital expenditure,
which is expected to be approximately USD6.5 billion between 2012
and 2016. By the year 2017 and after the expiration of the Piriri-
Rubiales concession, leverage might increase to approximately 1.0x
as a result of decrease in production and lower oil prices
considered under Fitch's base case scenario.

Strong Liquidity Position:

The company's current liquidity position is considered strong,
characterized by strong cash flow generation and manageable short-
term debt obligations. The company's cash position will increase
with the proposed debt issuance, as new resources improve the
deteriorated liquidity position that followed from an aggressive
acquisition strategy and from its E&P capital expenditure in 2012.
Absent changes to the company's dividend policy, the proposed debt
issuance will provide approximately USD200 - USD300 million of
cash cushion and would lower the company's need to use short-term
financing to cover working capital needs. As of year-end 2012,
Pacific Rubiales cash on hand amounted to approximately USD244
million.

Rating Sensitivity

A rating downgrade would be triggered by any combination of the
following events: A sustained adjusted leverage above 3x, driven
by increase in debt for exploration combined with a low success
rate of discoveries; an increase in royalties that significantly
cripples the company's financial profile (no changes in royalties
are expected in the near future;) and/or a decline in production
and reserves.

Factors that could result in a positive rating action include an
increased diversification of the production profile of the
company, consistent growth in both production and reserves,
positive free cash flow generation and/or the extension of the
Rubiales-Piriri concession which expires in 2016.


PANDA TEMPLE II: S&P Gives Prelim. 'B' Rating to $372MM Sec. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' senior secured rating and preliminary '3' recovery
rating to Panda Temple II Power LLC's (Temple II) proposed first-
lien senior secured $372 million term loan B.  The '3' recovery
rating indicates meaningful recovery (50% to 70%) of principal in
a default scenario.  The outlook is stable.

Temple II is a special-purpose, bankruptcy-remote operating
entity, set up to build the Panda Temple II Power Plant, a 758-
megawatt (MW) natural gas-fired facility in Temple, Texas, about
130 miles south of Dallas.  The unit will dispatch into the North
sub-region of the Electric Reliability Council of Texas (ERCOT)
interconnect and sit adjacent to the Panda Temple I facility, a
project-financed power plant currently under construction and
scheduled to begin operations in August 2014 (one year before
Temple II).  Temple II will initially be capitalized with
$325 million of equity and $372 million of secured debt.

"We expect project construction will last until 2015.  When
complete, Temple II will generate revenue by selling electricity
into the ERCOT market.  We expect revenues to be volatile,
although financial hedges will slightly mute the volatility.
Initial leverage is about $491 per kilowatt (kW), falling to $116
per kW under our base case assumptions at maturity (midyear 2019)
but a more aggressive level of $380 per kW under reasonable stress
scenarios.  By way of reference, power plants in the region have
sold in the $300 to $400 per kW area in more difficult market
conditions.  We will finalize the rating following the
transaction's financial close and a successful review of the
executed transaction documents," S&P said.

"The stable outlook on the debt ratings reflects our view that the
project has sufficient liquidity during the construction phase and
that the cash flows, while volatile, will comfortably cover debt
service throughout the debt tenor," said Standard & Poor's credit
analyst Nora Pickens.

"A downgrade is possible if our expectation of debt at maturity
changes to greater than $400 per kW or if DSCRs steadily decline
below 1.10x.  This would likely result from construction delays,
lower-than-expected spark spreads, poor operational performance,
or higher operating and maintenance costs.  An upgrade is unlikely
at this time, but could occur if the project mitigates its
exposure to merchant market risk by entering into new hedging
agreements that increase cash flow predictability, or if we have
higher confidence in ERCOT market conditions such that energy
prices there rise and stabilize for an extended period of time,"
S&P added.


PATRIOT COAL: Brody Gets Mine Act Violations Notice From MSHA
-------------------------------------------------------------
The Dodd-Frank Wall Street Reform and Consumer Protection Act was
enacted on July 21, 2010.  Section 1503 of the Dodd-Frank Act
requires a Current Report on Form 8-K if a company receives
written notice from the Mine Safety and Health Administration
that a company mine has (1) a pattern of violations of mandatory
health or safety standards that are of such nature as could have
significantly and substantially contributed to the cause and
effect of coal or other mine health or safety hazards under
section 104(e) of the Federal Mine Safety and Health Act of 1977
or (2) the potential to have such a pattern.

On March 1, 2013, MSHA notified Brody Mining, LLC, that a
potential pattern of violations under Section 104(e) of the Mine
Act exists at the Brody Mine No. 1.  Brody was a contract mining
operation of Black Stallion Coal Company, LLC, prior to becoming
an affiliate of Patriot Coal Corporation on Dec. 31, 2012.  The
violations that underlie the alleged potential pattern of
violations were incurred under Brody's prior ownership.
Nevertheless, Patriot has been working with MSHA to create and
implement an appropriate corrective action plan and will continue
to do so.  No employees have been harmed and production remains
unaffected by the notification.

                         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.


PEDEVCO CORP: Posts Initial Production Rate of 3rd Niobrara Well
---------------------------------------------------------------
PEDEVCO Corp., d/b/a Pacific Energy Development announced that its
third horizontal well, the Logan 2H well, located in Weld County,
Colorado, has tested at an initial production rate of 522 bopd and
360 mcfgpd (585 boepd) from the Niobrara "B" Bench target zone.
The well is operated by the Company's joint venture partner,
Condor Energy Technology LLC.  Condor spudded the Logan 2H well on
Nov. 30, 2012, and drilled to 12,911 feet measured depth (6,112
true vertical foot depth) in nine days.  The 6,350 foot lateral
section was completed in 25 stages by Halliburton on Jan. 21,
2013.

Condor's first two horizontal wells in Weld County, Colorado, the
FFT2H well completed in July 2012 and the Waves 1H well completed
in February 2013, tested at initial production rates of 437 boepd
and 588 boepd, respectively, from the Niobrara "B" Bench target
zone.

Frank C. Ingriselli, the Company's President and CEO commented,
"We are very pleased that our most recent Waves 1H and Logan 2H
horizontal wells in the Niobrara have been successfully completed,
were each under AFE budget and are now on production.  We look
forward to further execution of our 2013 development program and
continuing to drive down our drilling and completion costs,
optimize our completion operations, and maximize production and
resource recovery."

                        About PEDEVCO Corp.

PEDEVCO Corp., doing business as Pacific Energy Development,
(OTCBB:PEDO) is a publicly-traded energy company engaged in the
acquisition and development of strategic, high growth energy
projects, including shale oil and gas assets in the United States
and Pacific Rim countries.  The company's producing assets include
its Niobrara Asset located in the DJ Basin in Colorado, the Eagle
Ford Asset in McMullen County, Texas, and the North Sugar Valley
Field located in Matagorda County, Texas.  The company was founded
in early 2011 and has offices in Danville, California and Beijing,
China.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million in 2011,
compared with a net loss of $1.51 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$11.62 million in total assets, $3.96 million in total
liabilities, $1.25 million in redeemable series A convertible
preferred stock, and $6.41 million in total stockholders' equity.


PEDEVCO CORP: Mary Ingriselli Holds 7.5% Stake at March 7
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Mary T. Ingriselli disclosed that, as of March 7,
2013, she beneficially owns 3,136,967 shares of common stock of
PEDEVCO Corp. representing 7.5% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/7Sy91O

                        About PEDEVCO Corp.

PEDEVCO Corp., doing business as Pacific Energy Development,
(OTCBB:PEDO) is a publicly-traded energy company engaged in the
acquisition and development of strategic, high growth energy
projects, including shale oil and gas assets in the United States
and Pacific Rim countries.  The company's producing assets include
its Niobrara Asset located in the DJ Basin in Colorado, the Eagle
Ford Asset in McMullen County, Texas, and the North Sugar Valley
Field located in Matagorda County, Texas.  The company was founded
in early 2011 and has offices in Danville, California and Beijing,
China.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million in 2011,
compared with a net loss of $1.51 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$11.62 million in total assets, $3.96 million in total
liabilities, $1.25 million in redeemable series A convertible
preferred stock, and $6.41 million in total stockholders' equity.


PENSON WORLDWIDE: Court Grants Bid to Honor D&O Obligations
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Penson Worldwide, Inc.'s current and former directors, officers,
and employees authority to seek payment from the proceeds of their
D&O Insurance for reimbursement and advancement of defense costs
in certain investigations and shareholder litigation.

At a hearing held March 14, 2013, Judge Peter Walsh ruled that the
amount of defense costs incurred prior to the effective date of a
Chapter 11 Plan in the Debtors' case must not exceed budget
amounts.

The Budget Amount for all the firms identified on the Counsel List
aggregate $4.25 million ($2 million for one group, $1 million for
another group, and $1.25 million for a third and last group).

Judge Walsh further held that the amount of defense costs paid to
Faegre Baker Daniels, LLP and Murphy & McGonigle, LLP from the D&O
Insurers for Defense Costs prior to the Effective Date will not
exceed $250,000.

Law firms who receive payment for work performed in any one month
period that exceeds $25,000 are directed to provide redacted
copies of the invoices to counsel for the Official Committee of
Unsecured Creditors on a confidential basis.

At the March 14 hearing, the Court also approved applications
filed by:

   * the Debtors to employ Mayer Brown as their special counsel,
     nunc pro tunc to the Petition Date; and

   * the Creditors' Committee to retain Capstone Advisory Group,
     LLC as its financial advisor, effective as of January 25,
     2013.

The Court ruled that Capstone will not be entitled to
indemnification, contribution or reimbursement for services,
unless approved by the Court.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PETROLOGISTICS LP: Moody's Rates New $365MM Senior Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD4, 67%) rating to
PetroLogistics LP's new $365 million guaranteed senior unsecured
notes. Proceeds from the transaction will be used to refinance the
company's existing term loan, and to pay fees and expenses. The
rating outlook is stable. Moody's also assigned the company's B1
Corporate Family Rating from PL Propylene LLC to PetroLogistics LP
and assigned a Speculative Grade Liquidity Rating of SGL-2.

"Despite the recent expansion of Enterprise's LPG export terminal,
we expect that propane prices will remain low for an extended
period, ensuring healthy margins for PetroLogistics over the next
several years", stated John Rogers, Senior Vice President at
Moody's. "EBITDA has remained high enough to cover interest
expense even in quarters when prices are declining rapidly and
demand is extremely weak, like in the fourth quarter of 2011."

Ratings assigned:

PetroLogistics LP

Corporate Family Rating -- B1

Probability of Default Rating -- B1-PD

$365 million 7 year Sr. Unsec. Notes -- B2 (LGD4, 67%)

Speculative Grade Liquidity Rating -- SGL-2

Ratings to be withdrawn upon completion of the transaction:

PL Propylene LLC

$120 million 4.5 year Sr. Sec. Revolving Credit Facility due
2016 -- B1 (LGD4, 53%)

$350 million 5 year Sr. Sec. Term Loan B due 2017-- B1 (LGD4,
53%)

Ratings withdrawn:

PL Propylene LLC

Corporate Family Rating -- B1

Probability of Default Rating -- B1-PD

Ratings Rationale:

PetroLogistics' B1 CFR reflects its strong financial metrics and
the expectation that the US market prices for its main product,
propylene, and its feedstock propane will allow the company to
generate robust margins and credit metrics over the next three to
five years. The company's strong credit metrics are offset by its
single site location on the Houston ship channel, its limited
operating history, exposure to volatile feedstock and selling
prices, customer and supplier concentration, and its dividend
distribution policy, which results in nearly all free cash flow
being returned to unit holders on a quarterly basis.

The combination of a single site location and the financial
constraints imposed by its distribution policy will likely
continue to limit the rating at its current level, despite the
generation of near-investment grade financial metrics over the
next several years. Multi-year contracts with large customers, as
well as its geographic location and ample pipeline connectivity
are also credit positives.

The company is a variable distribution limited partnership. In
practice, this type of limited partnership attempts to maximize
the company's cash distributions in order to maximize the trading
price of their common units.

Since the initial rating in March 2012, PetroLogistics'
performance has been strong, with debt to EBITDA below 2.5x and
FCF/Debt of over 15%. The refinancing of the term loan will likely
have negligible effects on interest expense, but the extension of
the maturity is a credit positive for the company. Private Equity
sponsors Lindsay Golberg and York Capital reduced their combined
ownership stake to roughly 63% in the $595 million IPO in May
2012.

The stable outlook reflects the expectation that propylene spreads
(difference between selling prices and feedstock cost) will remain
favorable for the next several years. However, if the facility
incurs persistent operational issues that limit production to less
than 80% of nameplate capacity for an extended period or if
leverage rises above 4x, Moody's could lower the company's CFR. As
stated previously, the rating has limited upside due to the single
product and single production site, as well as the limitations
imposed by its dividend distribution policy.

PetroLogistics has a good liquidity profile that is supported by
its upsized $170 million undrawn secured revolver (unrated). The
borrower under the facility is PL Propylene, the operating
company. If oil prices increase significantly, the revolver could
be utilized to a much greater degree. The company maintains a
small cash balance due to the dividend distribution policy. The
revolving credit facility is expected to have a maximum total
secured leverage ratio of 2.0x once borrowings under the revolver
exceed $120 million. The company is expected to remain well in
compliance with this covenant over the next 12-18 months, barring
an extended unplanned outage.

PetroLogistics owns and operates North America's only, and the
world's largest, propane dehydrogenation plant with annual
capacity of 1.45 billion pounds of propylene. The facility, in the
planning stages since 2003, first came online in 2010 and achieved
full production in April 2011. The company is 50% owned by Lindsay
Goldberg, 12.5% owned by York Capital Management with the balance
held by the public and management.

The principal methodology used in this rating was Global Chemical
Industry 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.


PETROLOGISTICS LP: S&P Assigns 'B' CCR & Rates $365MM Notes 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to PetroLogistics LP.  In addition, S&P
assigned a 'B' issue-level rating and '3' recovery rating to
PetroLogistics' proposed $365 million senior unsecured notes due
2020.  The '3' recovery rating indicates S&P's expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.

At the same time, S&P raised its corporate credit rating on
PetroLogistics' subsidiary, PL Propylene LLC, to 'B' from 'B-',
and the rating on its senior secured term loan to 'B+' from 'B'.
The recovery rating remains unchanged at '2'.  Upon closing of the
transaction, PL Propylene will repay this debt, and S&P will
withdraw the corporate credit and issue-level ratings.

The company plans to use the proceeds from the notes issuance to
refinance existing debt and fund transaction fees and expenses.
S&P expects the new, larger $170 million revolving credit facility
due 2018 (unrated) to be undrawn at close of the transaction.

"The one-notch upgrade of PL Propylene reflects PetroLogistics'
establishment of a longer operating track record following the
start-up of its operations in the fall of 2010 and our
expectations that the company should continue to benefit from what
we believe will be favorable business and economic conditions for
at least the next few years," said Standard & Poor's credit
analyst Danny Krauss.

Standard & Poor's expects U.S. demand for propylene to grow in the
mid-single-digit percentage area annually and to benefit from a
moderate recovery in the housing market.  The company's primary
feedstock, propane, is a natural gas derivative, and S&P expects
propane costs to remain low as a result of the extensive shale gas
discoveries in recent years and the ongoing development of shale
gas reserves.  Propylene generally trades at a premium to oil
prices, and S&P expects the propane-to-propylene spread--the key
driver of the company's profitability--to remain high compared to
historical levels over at least the next few years.  As a result,
S&P expects the company's credit metrics to remain healthy
relative to S&P's expectations at the rating, which include funds
from operations (FFO) to debt above 20% and total debt to EBITDA
below 3.5x.  Additionally, the proposed refinancing would provide
the company with additional flexibility to fund potential
moderate-size future profit enhancement projects and extends its
debt maturity profile, with the next maturity being in 2018.

The ratings on PetroLogistics reflect its business position as a
manufacturer of on-purpose propylene at a propane dehydrogenation
facility.  Propylene is a cyclical commodity chemical used to make
a wide variety of products, including plastics, paints and
coatings, and fibers.  Demand for propylene tends to grow in
tandem with industrial growth, the housing market, and consumer
spending trends.  Standard & Poor's characterizes the company's
business profile as "vulnerable" and its financial profile as
"aggressive."

The outlook is stable.  S&P expects that favorable industry
dynamics will support solid profitability and free cash flow
generation at PL Propylene over the next few years.  S&P's base-
case scenario assumes that, over the next two years, the company
will be able to maintain an operating rate of about 85%, while the
propane-to-propylene spread remains high by historical standards--
in the 25 cents to 31 cents per pound range.  (This spread is
calculated as the difference in propylene prices and propane
prices per pound, considering that it takes about 1.2 pounds of
propane to make one pound of propylene.)  S&P assumes that
management and ownership will remain supportive of credit quality
and, therefore, S&P has not factored into its analysis any
meaningful increases in debt to support potential capacity
expansion projects.  Given the current limitations in the
company's business risk profile, highlighted by its limited
diversity, S&P views an upgrade over the next year as unlikely.

"We could lower the ratings if the company experienced significant
operating problems or disruptions, the loss of a key customer, or
an unexpected decrease in the propane-to-propylene spread for an
extended period.  Based on our scenario forecasts, the ratings
could come under pressure if the company's operating rate declines
to below 80% and the propane-to-propylene spread drops to about 20
cents per pound.  If this were to occur, we estimate that the
ratio of FFO to total adjusted debt would fall to less than 12%.
We could also lower the ratings if the company were to increase
debt to fund a significant capacity expansion or a distribution to
shareholders," S&P said.


PLAINS EXPLORATION: S&P Retains 'BB-' CCR on CreditWatch
--------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Houston-
based Plains Exploration & Production Co., including the 'BB-'
corporate credit rating, will remain on CreditWatch, where they
were placed with positive implications on Dec. 5, 2012.

"We placed our ratings on Plains on CreditWatch positive following
Freeport-McMoRan Copper & Gold's announcement that it intends to
acquire Plains Exploration & Production Co. and McMoRan
Exploration Co. in transactions totaling approximately
$20 billion," said Standard & Poor's credit analyst Susan Ding.
Freeport intends to finance the acquisitions with approximately
$9 billion of cash and stock, and an incremental $9.5 billion in
debt.  Freeport will provide a downstream guarantee on Plains'
outstanding debt.  The positive CreditWatch reflects the potential
of a positive rating action around the close of the proposed
transaction.  Standard & Poor's believes the proposed acquisitions
slightly improve Freeport's business risk by diversifying its
operations away from Indonesia and adding commodity diversity, but
there are high capital spending needs at both Plains and McMoRan.
In addition, Freeport will have exposure to the volatile oil and
gas markets.


PLC SYSTEMS: Alpha Capital Discloses 9.9% Stake at March 14
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on March 14, 2013, Alpha Capital Anstalt disclosed that
it beneficially owns 6,336,267 shares of common stock of PLC
Systems, Inc., representing 9.99% of the shares outstanding.  A
copy of the filing is available at http://is.gd/QT67PT

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

Following the 2011 financial results, McGladrey & Pullen, LLP, in
Boston, Massachusetts, expressed substantial doubt about PLC
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has sustained recurring net losses
and negative cash flows from continuing operations.

The Company reported a net loss of $5.76 million for 2011,
compared with a net loss of $505,000 for 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $1.79 million in total
assets, $16.85 million in total liabilities and a $15.06 million
total stockholders' deficit.


PLC SYSTEMS: Brio Capital Discloses 9.9% Stake at March 15
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on March 15, 2013, Brio Capital Master Fund Ltd.
disclosed that it beneficially owns 6,469,467 shares of common
stock of PLC Systems, Inc., representing 9.99% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/A3GVzK

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

Following the 2011 financial results, McGladrey & Pullen, LLP, in
Boston, Massachusetts, expressed substantial doubt about PLC
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has sustained recurring net losses
and negative cash flows from continuing operations.

The Company reported a net loss of $5.76 million for 2011,
compared with a net loss of $505,000 for 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $1.79 million in total
assets, $16.85 million in total liabilities and a $15.06 million
total stockholders' deficit.


PLY GEM HOLDINGS: Incurs $39 Million Net Loss in 2012
-----------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $39.05 million on $1.12 billion of net sales for the
year ended Dec. 31, 2012, as compared with a net loss of $84.50
million on $1.03 million of net sales during the prior year.

For the three months ended Dec. 31, 2012, the Company incurred a
net loss of $15 million on $268.64 million of net sales, as
compared with a net loss of $15.22 million on $242.37 million of
net sales for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $881.85
million in total assets, $1.19 billion in total liabilities and
$314.94 million total stockholders' deficit.

"Ply Gem's fourth quarter and full year results reflect the
Company's positive performance in 2012 in an improving housing
market, specifically for new construction.  During 2012, Ply Gem
achieved net sales growth of 8.4% compared to 2011.  Ply Gem
continues to demonstrate its ability to grow existing and new
customer business that will further benefit the Company as the
housing market continues to recover.  Ply Gem reported an increase
in its fourth quarter Adjusted EBITDA which improved to $24.7
million, bringing our 2012 full year Adjusted EBITDA to $124.7
million as compared to $112.2 million in the prior year," said
Gary E. Robinette, President and CEO of Ply Gem.
"As we go into 2013, we expect the new home construction market to
show strong growth and anticipate the repair and remodeling market
to demonstrate more modest growth, with big ticket remodeling
expenditures continuing to lag.  In the year ahead, we will
continue our focus on maintaining a lean overall cost structure
while striving to outperform the market across all of our product
categories and continue our efforts to bring innovative products
and solutions to the market place," concluded Mr. Robinette.

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

                        http://is.gd/Jt0Zkb

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


PPL CAPITAL: Fitch Rates $450MM Junior Subordinated Notes 'BB+'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to PPL Capital Funding's
issue of $450 million 5.90% series B junior subordinated notes due
2073. PPL Capital Funding's ratings are based on an unconditional
guarantee by its parent PPL Corporation.  The Rating Outlook is
Stable.

The long-term Issuer Default Rating (IDR) of PPL and PPL Capital
Funding is 'BBB', and the Outlook for both is Stable.

The notes are junior and subordinated in right of payment and upon
liquidation to all of PPL Capital Funding's senior indebtedness.
The junior subordinated guarantee from PPL is unsecured, will rank
junior, and will be subordinated in right of payment and upon
liquidation to all of PPL's senior indebtedness. So long as there
is no event of default under the subordinated indenture, PPL
Capital Funding may defer interest payments on the notes on one or
more occasions for up to 10 consecutive years per deferral period.

The notes are eligible for 50% equity credit under Fitch's
applicable criteria 'Treatment and Notching of Hybrids in
Nonfinancial Corporate and REIT Credit Analysis' dated Dec. 13,
2012. Features supporting the equity categorization of these notes
include their junior subordinate priority, the option to defer
interest payments on a cumulative basis for up to 10 years on each
occasion and a 60-year maturity.

Key Rating Drivers:

PPL's ratings and Outlook reflect its transformation from a
company heavily reliant on commodity sensitive businesses to one
that is highly regulated with substantially less business risk.
Driven by the acquisitions of Central Networks in April 2011 and
LG&E and KU Energy, LLC (LKE) in November 2010, regulated
operations are expected by Fitch to provide approximately 75% of
consolidated EBITDA by 2013. By comparison regulated operations
accounted for approximately 30% of EBITDA prior to the two
acquisitions. The proposed ratings also reflect credit metrics
that are generally consistent with the rating and lower risk
profile.

Rising capital expenditures in PPL's regulated segment pose a
potential credit risk. PPL is investing heavily in its regulated
businesses and expects to grow the regulated rate base by
approximately 7.6% annually over the next five years. The
investments will require on-going rate increases in both Kentucky
and Pennsylvania and equity support from PPL. Expenditures in
Kentucky are primarily to install environmental upgrades to comply
with new Environmental Protection Agency (EPA) standards. In
Pennsylvania the new investments are largely to replace aging
infrastructure and for transmission upgrades. The risk associated
with the magnitude of the capital expenditure program is mitigated
by regulatory provisions that provide near real time cost recovery
of invested capital for about two-thirds of projected
expenditures, including FERC jurisdictional transmission in
Pennsylvania, environmental compliance in Kentucky and all capital
investments in the UK.

In PPL's merchant power generation segment, a weak power price
environment is the primary challenge in the next two to three
years. Additionally, several unplanned plant outages due to
hardware failure adds more downward pressure and raise concern
with regard to the chronic nature of these incidents. However,
Fitch believes that the weak performance in this business segment
is manageable for PPL as the segment becomes less critical to
PPL's consolidated financial strength going forward.

Historically, PPL positions well within the rating category. Over
the last three years, on average, it produced funds from
operations (FFO)/debt of 19.8% and FFO interest coverage of 4.6x.
Going forward, Fitch expects these metrics to decline while
remaining in line with its rating, with average FFO/debt in mid-
teens and FFO interest coverage of 4x. Fitch's projection has
taken into consideration the mandatorily convertible debt issued
in 2010 and 2011 of approximately $1.2 billion and $1 billion
which currently receive 100% equity credit.

Rating Sensitivities:

Negative:

-- PPL's ratings could be downgraded if capital resources are
    allocated disproportionally in the relatively weak unregulated
    business, resulting in increasing leverage and FFO to debt
    below 16% and Debt to EBITDA above 4x beyond the heavy utility
    spending period;

-- Any material adverse development in the regulatory framework
    in the states or in U.K. that PPL's regulated utilities
    operate in, such as change in commodity cost recovery
    provisions in Pennsylvania.

Positive:

-- Unlikely given the large capital spending program.


PROVIDENT COMMUNITY: Incurs $409,000 Net Loss in Fourth Quarter
---------------------------------------------------------------
Provident Community Bancshares, Inc., reported a net loss to
common shareholders of $409,000 on $1.98 million of net interest
income for the three months ended Dec. 31, 2012, as compared with
a net loss to common shareholders of $428,000 on $2.07 million of
net interest income for the same period during the prior year.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss to common shareholders of $598,000 on $7.64 million of net
interest income, as compared with a net loss to common
shareholders of $665,000 on $8.54 million of net interest income
during the prior year.

The Company's balance sheet at Dec. 30, 2012, showed $349.94
million in total assets, $337.73 million in total liabilities and
$12.20 million in shareholders' equity.

Dwight V. Neese, President and CEO, said, "Our financial
performance improved over the comparable quarter for the previous
year but was still affected by the continued decline in real
estate values in the markets we serve.  We reported lower loan
charge-offs and provisions in the fourth quarter and we continue
to be focused on reducing the level of our nonperforming assets in
order to improve profitability.  Our results reflect the positive
outcome of proactive measures that were taken earlier to deal with
uncertain market conditions.  As a result, our capital ratios
increased and higher underwriting standards contributed to an
improved quarter.  We continue to be very focused on serving our
target market of local businesses and professionals.  We continue
to seek new loan opportunities, but find new loan demand to be
relatively weak in the marketplace.  We are disappointed that loan
demand has remained weak, resulting in our excess cash being
invested in the securities portfolio instead of loans.  We are
well positioned to assist our customers in achieving their
financial goals and the structure of our balance sheet provides
flexibility for us to grow core deposits and loans without
substantially increasing our overall total assets.  This strategy
is important in continuing to increase our net interest margin and
regulatory capital ratios."

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

                        http://is.gd/kEBq5F

                     About Provident Community

Rock Hill, South Carolina-based Provident Community Bancshares,
Inc., is the bank holding company for Provident Community Bank,
N.A.  Provident Community Bancshares has no material assets or
liabilities other than its investment in the Bank.  Provident
Community Bancshares' business activity primarily consists of
directing the activities of the Bank.

The Bank's operations are conducted through its main office in
Rock Hill, South Carolina and seven full-service banking centers,
all of which are located in the upstate area of South Carolina.
The Bank is regulated by the Office of the Comptroller of the
Currency, is a member of the Federal Home Loan Bank of Atlanta and
its deposits are insured up to applicable limits by the Federal
Deposit Insurance Corporation.  Provident Community Bancshares is
subject to regulation by the Federal Reserve Board.

The Company reported a net loss of $190,000 on net interest income
of $8.5 million for 2011, compared with a net loss of
$13.8 million on net interest income of $8.4 million for 2010.
Total non-interest income was $3.3 million for 2011, as compared
to $3.5 million for 2010.

                           Consent Order

On Dec. 21, 2010, Provident Community Bank, N.A. entered into a
stipulation and consent to the issuance of a consent order with
the Office of the Comptroller of the Currency.

At Dec. 31, 2011, the Bank met each of the capital requirements
required by regulations, but was not in compliance with the
capital requirements imposed by the OCC in its Consent order.

The Bank is required by the consent order to maintain Tier 1
capital at least equal to 8% of adjusted total assets and total
capital of at least 12% of risk-weighted assets.  However, so long
as the Bank is subject to the enforcement action executed with the
OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized
even if it maintains the minimum capital ratios to be well-
capitalized.  At Dec. 31, 2011, the Bank did not meet the higher
capital requirements required by the consent order and is
evaluating alternatives to increase capital.


QUANTUM CORP: Amends 2012 Form 10-K to Revise Auditor's Report
--------------------------------------------------------------
Quantum Corporation filed an amendment to the Form 10-K for the
year ended March 31, 2012, originally filed with the Securities
and Exchange Commission on June 14, 2012, solely to correct the
Report of Independent Registered Public Accounting Firm to include
reference to the Statements of Comprehensive Income (Loss), which
was inadvertently omitted from the initial filing.  The amendment
also contains currently dated certifications as Exhibits 31.1.,
31.2, 32.1 and 32.2 and a currently dated consent of
PricewaterhouseCoopers LLP as Exhibit 23.  Although only the
revised Report of Independent Registered Public Accounting Firm
changed, the entire Item 8 is included in this Amendment.

No other changes have been made to the Form 10-K.  The Amendment
speaks as of the original filing date of the Form 10-K, does not
reflect events that may have occurred subsequent to the original
filing date and does not modify or update in any way disclosures
made in the original Form 10-K.

A copy of the Form 10-K, as amended, is available at:

                        http://is.gd/NoUyFQ

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $377.94
million in total assets, $450.02 million in total liabilities and
a $72.08 million total stockholders' deficit.


QUANTUM CORP: Peter Feld Holds 16.4% Equity Stake at March 13
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Peter A. Feld and his affiliates disclosed
that, as of March 13, 2013, they beneficially own 42,568,875
shares of common stock of Quantum Corporation representing 16.4%
of the shares outstanding.  Mr. Feld previously reported
beneficial ownership of 41,234,935 common shares or a 15.9% equity
stake as of Oct. 25, 2012.  A copy of the amended regulatory
filing is available for free at http://is.gd/DW3sVG

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.  The Company's balance sheet
at Dec. 31, 2012, showed $377.94 million in total assets, $450.02
million in total liabilities and a $72.08 million total
stockholders' deficit.


RACEWAY MARKET: Case Summary & 9 Unsecured Creditors
----------------------------------------------------
Debtor: Raceway Market Shops, LLC
        c/o Paul T. Deignan
        Taft Stettinius & Hollister, LLC
        One Indiana Square, Suite 3500
        Indianapolis, IN 46204-2023

Bankruptcy Case No.: 13-02408

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Paul T. Deignan, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  1 Indiana Sq Ste 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  E-mail: pdeignan@taftlaw.com

Scheduled Assets: $6,183,323

Scheduled Liabilities: $4,233,532

A copy of the Company's list of its nine largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/insb13-02408.pdf

The petition was signed by Craig W. Johnson, president.


REALOGY CORP: Completes Refinancing of Senior Credit Facility
-------------------------------------------------------------
Realogy Holdings Corp. completed the previously announced
refinancing of the senior secured credit facility for Realogy
Group LLC, an indirect, wholly owned subsidiary.

Realogy used the proceeds from its new term loan and revolving
credit facilities to pay off the outstanding borrowings under its
previous term loan and revolving credit facilities.

"We are pleased that we were able to refinance our senior secured
credit facility and extend the maturity dates for our term loan
and revolver to 2020 and 2018, respectively," said Anthony E.
Hull, Realogy's executive vice president, chief financial officer
and treasurer.  "The new facility provides Realogy with $210
million of additional liquidity before fees and expenses related
to the transaction as well as added flexibility to use our future
free cash flow to retire our high coupon debt more quickly."

Specifically, Realogy's refinanced term loan facility is comprised
of $1.920 billion aggregate principal amount term loan with a
maturity date of March 2020.  This represents a $98 million
increase and a four-year extension on the maturity date from its
previous term loan facility.  The interest payable on the new term
loan facility is LIBOR plus 3.50% with a 1% LIBOR floor, and
lenders purchased the debt at 99% of par.

Also as part of this transaction, Realogy entered into a new
revolving credit facility with a capacity of up to $475 million
aggregate principal amount and a maturity date of March 2018.
This represents a $112 million increase in capacity and a two-year
extension on the maturity date from its previous revolving credit
facility.  Borrowings under the new revolving credit facility will
bear interest at a rate of LIBOR plus 2.75%.

"We intend to use our remaining IPO proceeds of approximately $220
million and our free cash flow, which we expect to be
significantly improved beginning in 2013, to retire our most
expensive debt over the next several years, beginning with our
subordinated debt this April," said Hull.  "We will continue to
analyze and optimize our capital structure in order to reach our
goal of becoming investment grade."

Accordingly, Realogy announced that it will redeem all of the
approximately $189.6 million aggregate principal amount 12.375%
Senior Subordinated Notes due 2015 and all of the approximately
$10.3 million aggregate principal amount 13.375% Senior
Subordinated Notes due 2018 with net proceeds remaining from the
Realogy Holdings October 2012 initial public offering.  The
redemption will occur on April 16, 2013, at a redemption price,
payable in cash, equal to 100% of the principal amount of the
12.375% Senior Subordinated Notes due 2015 and 106.688% of the
principal amount of the 13.375% Senior Subordinated Notes due
2018, to be redeemed, together with accrued and unpaid interest,
if any, to, but excluding, the redemption date.

After giving effect to the completion of this refinancing
transaction and the April 2013 redemption of the Subordinated
Notes, Realogy will not have any corporate debt maturities prior
to April 2017.

Addition information can be obtained from the SEC Web site, a copy
of which is available for free at http://is.gd/KGSTZ7

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.

Realogy Holdings and Realogy Group incurred a net loss of
$441 million on $4.09 billion of net revenues in 2011, following a
net loss of $99 million on $4.09 billion of net revenues for 2010.

The Company's consolidated balance sheets at Dec. 31, 2012, showed
$7.44 billion in total assets, $5.92 billion in total liabilities
and $1.51 billion in total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

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

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Dec. 12, 2012, edition of the TCR, Moody's Investors
Service upgraded Realogy Group LLC's Corporate Family and
Probability of Default ratings to B3.  The B3 Corporate Family
rating (CFR) incorporates Moody's view that Realogy's capital
structure has made meaningful progress towards being stabilized
following the issuance of primary equity, and is therefore more
sustainable although still highly leveraged.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


REVEL AC: Inks Fourth Amendment to JPMorgan Credit Agreement
------------------------------------------------------------
Revel AC, Inc., entered into a fourth amendment to the Credit
Agreement, dated as of Feb. 17, 2011, as amended, with JPMorgan
Chase Bank, N.A., as administrative agent.

The Fourth Amendment amends the Credit Agreement to, among other
things, allow the lenders under the Credit Agreement to, during
the pendency of the case of the Company under chapter 11 of the
bankruptcy code, sell participations in the Loans to competitors
of the Company engaged in the business of operating or controlling
a casino or convention, trade show or exhibition facility;
provided, that (i) no single competitor group may own
participations in excess of 5% of the Loans outstanding as of any
time and (ii) no lender may disclose any material non-public
information with respect to the Company, its subsidiaries and any
of their respective securities to a competitor who is a
participant or a prospective participant.

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

                         http://is.gd/ImGMbM

                           About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

In 2012, Revel warned federal regulators about a potential
bankruptcy or foreclosure, citing its growing debt load of more
than $1.3 billion and the possibility that revenue will remain
depressed.

At Sept. 30, 2012, the Company had $1.14 billion in total assets,
$1.39 billion in total liabilities and a $243.12 million total
owners' deficit.

                           *    *     *

As reported by the TCR on Feb. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Atlantic City-
based Revel AC Inc., the operator of the Revel resort, to 'D' from
'CCC'.  The rating actions follow the company's announcement that
it plans to restructure through a prepackaged Chapter 11
reorganization, and that it did not make the scheduled interest
payment due Feb. 19, 2013, under its term loan agreement.


REVSTONE INDUSTRIES: Hearing on Further Use of Cash March 19
------------------------------------------------------------
Greenwood Forgings, LLC, obtained approval from the Hon. Brendan
L. Shannon of the U.S. Bankruptcy Court for the District of
Delaware to use on an interim basis, until March 19, 2013, the
cash collateral up to the amount of $950,000, inclusive of amounts
authorized under the first interim cash collateral order and
second interim cash collateral order.  A final hearing on the
Debtor's motion to use Cash Collateral is set for March 19, 2013,
at 2:00 p.m. prevailing Eastern time.

The Debtor has requested from Bridgeport Capital Funding, LLC, and
Boston Finance Group LLC the use of Cash Collateral.  Bridgeport
has a first priority secured lien on all of the Debtor's assets,
while BFG asserts a first priority lien on the Debtor's machinery
and equipment and proceeds thereof.  BFG also asserts a second
priority lien on certain of the Debtor's Cash Collateral.

Bridgeport is willing to give consent on the use of Cash
Collateral.  Absent authority use of Cash Collateral, the Debtor
won't have sufficient available sources of working capital to
preserve the value of its assets.  The Debtor has an immediate
need to obtain authorization to use Cash Collateral in order to,
among other things, continue to operate in the ordinary course of
business, and preserve and maximize the value of the assets of the
Debtor's bankruptcy estate in order to maximize the recovery to
all creditors of the estate.

As adequate protection for the diminution in value of its
interests in the prepetition collateral, including the Cash
Collateral, Bridgeport is granted valid, binding, enforceable and
perfected replacement liens upon and security interests in all
collateral.  As adequate protection for the diminution in value of
its asserted interest in the Cash Collateral, BFG is granted
valid, binding, enforceable and prefected replacement liens upon
and security interests in the Debtor's accounts and the proceeds
thereof, including without limitation, to the extent of any
diminution in value of its asserted interests in the Cash
Collateral, subject to the Bridgeport replacement lien and other
lien priorities.

As further adequate protection, Bridgeport is granted an allowed
super-priority administrative expense claim to the extent of any
diminution in value of Bridgeport's interests in the prepetition
collateral.  The Debtor is also authorized to make adequate
protection payments to Bridgeport.

On Jan. 14, 2013, the Court entered the first interim order
allowing the Debtor to use cash collateral.  On Jan. 25, 2013, the
a second interim order was entered by the Court approving cash
collateral use.  On Feb. 15, 2013, the Official Committee of
Unsecured Creditors objected to the Debtor's request for cash
collateral use, saying that it is unaware of what additional
relief regarding the Cash Collateral motion, if any, Greenwood is
seeking.

The Commitee is represented by:

      Womble Carlyle Sandridge & Rice, LLP
      Steven K. Kortanek
      Mark L. Desgrosseilliers
      Matthew P. Ward
      222 Delaware Avenue, Suite 1501
      Wilmington, DE 19801
      Tel: (302) 252-4320
      Fax: (302) 661-7738
      E-mail: skortanek@wcsr.com
              mdesgrosseilliers@wcsr.com
              maward@wcsr.com

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and $1
million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


RHYTHM AND HUES: Can Hire Houlihan Lokey as Investment Banker
-------------------------------------------------------------
Rhythm And Hues, Inc., sought and obtained permission from the
Hon. Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California employ Greenberg Glusker Fields Claman &
Machtinger LLP as its general bankruptcy counsel effective as of
the commencement as its Chapter 11 case.

Greenberg Glusker will, among other things, assist the Debtor in
negotiating, obtaining approval of and implementing a sale of
assets and a Chapter 11 plan, at these hourly rates:

      Bob Baradaran, Partner             $500
      Brian L. Davidoff, Partner         $615
      Olivia Goodkin, Partner            $550
      Jeffrey A. Krieger, Partner        $495
      C. John M. Melissinos, Partner     $480
      Courtney E. Pozmantier, Associate  $405
      Claire E. Shin, Associate          $395

Brian L. Davidoff, Esq., a partner at Greenberg Glusker, attested
to the Court that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                        About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  The
petition was signed by John Patrick Hughes, president and CFO.

R&H has provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H has a 135,000 square-foot facility in
El Segundo, California. It has more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, are
providing DIP financing.  They are represented by Jones Day's
Richard L. Wynne, Esq., and Lori Sinanyan, Esq.


RHYTHM AND HUES: Has Court's Nod to Hire John Hedge as CRO
----------------------------------------------------------
Rhythm And Hues, Inc., sought and obtained authorization from the
Hon. Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California employ John F. Hedge, Principal of Scouler
& Company as Chief Restructuring Officer.

Mr. Hedge will, among other things:

      a. review, control, monitor and report on the Debtor's short
         term liquidity requirements and report weekly on the
         receipt and disbursement activity;

      b. develop an action plan to increase liquidity;

      c. prepare an orderly wind down plan for the Debtor,
         including estimated net realizable value, duties and
         responsibilities of the Debtor's officers and directors,
         and a projected timeline for completion; and

      d. develop alternatives to a wind down of the Debtor to
         increase value and preserve the Debtor as a going
         concern.

Mr. Hedge and Scouler will be paid at these hourly rates:

         Managing Principal         $695
         Mr. Hedge, Principal       $650
         Consultants              $250-$450
         Support Staff              $150

Mr. Hedge attested to the Court that he and Scouler are
"disinterested persons" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.

R&H has provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H has a 135,000 square-foot facility in
El Segundo, California. It has more than 460 employees.

The Debtor is represented by Brian L. Davidoff, Esq., C. John M
Melissinos, Esq., and Claire E. Shin, Esq., at Greenberg Glusker,
in Los Angeles, California.  The petition was signed by John
Patrick Hughes, president and CFO.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, are
providing DIP financing.  They are represented by Jones Day's
Richard L. Wynne, Esq., and Lori Sinanyan, Esq.


RICHLAND TOWERS: Fitch Affirms 'BB-' Rating on $45MM Class B Notes
------------------------------------------------------------------
Fitch Ratings affirms Richland Towers, LLC secured multi-use
communication tower revenue notes, series 2011-1, as follows:

-- $127.1 million class A notes at 'Asf'; Outlook Stable;
-- $45 million class B notes at 'BB-sf'; Outlook Stable.

Key Rating Drivers

The affirmations are due to the stable performance of the
collateral since issuance. As part of its review, Fitch analyzed
the financial information provided by the master servicer, Midland
Loan Services and the issuer. As of February 2013, the reported
net cash flow has increased from underwritten levels as
anticipated at issuance and the class A notes have amortized
approximately 8.5% as scheduled.

Rating Sensitivities

The Rating Outlook remains stable for all classes. No rating
actions are expected as the pool has maintained performance
consistent with issuance. Additional information on rating
sensitivity is available in the report 'Richland Towers, LLC
Secured Multi-Use Communication Tower Revenue Notes,
Series 2011-1' (March 15, 2011), available at
www.fitchratings.com.

The transaction consists of notes backed by multiple assets and
ownership interests in multi-use (tall tower) communication tower
sites used to transmit broadcast signals for television, FM radio,
land mobile radio, wireless communication equipment, and other
related purposes.

The notes are guaranteed by the direct and indirect owners of the
asset entities and are secured by a pledge and first priority
perfected security interest in 100% of the equity interest of the
issuers and the asset entities. The ownership interests in the
tall tower communication sites consist of fee simple, leasehold,
and management agreements in land, rooftop, or other structures on
which site space is allocated to communication lessees,
independent tower operators, and other users pursuant to leases or
licenses for placement of the tenants' tower communication
equipment and other purposes.


RIVERPLACE SHOPS: Case Summary & 9 Unsecured Creditors
------------------------------------------------------
Debtor: RiverPlace Shops, LLC
        c/o Paul T. Deignan
        Taft Stettinius & Hollister LLP
        One Indiana Square, Suite 3500
        Indianapolis, IN 46204

Bankruptcy Case No.: 13-02414

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Robyn L. Moberly

Debtor's Counsel: Paul T. Deignan, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  1 Indiana Sq Ste 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  E-mail: pdeignan@taftlaw.com

Scheduled Assets: $4,130,358

Scheduled Liabilities: $6,203,742

A copy of the Company's list of its nine largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/insb13-02414.pdf

The petition was signed by Craig W. Johnson, president.


ROTECH HEALTHCARE: To File for Ch. 11 with Pre-Arranged Plan
------------------------------------------------------------
Rotech Healthcare Inc. and Consenting Holders holding in the
aggregate a majority of the outstanding principal amount of
Rotech's 10.5% Senior Second Lien Notes have reached an agreement
in principle to restructure and recapitalize the Company's capital
structure.  The Company believes the agreement in principle
presents an effective means to eliminate substantial secured
legacy debt, which has burdened the Company for more than a
decade.

Under the agreement in principle with the Consenting Noteholders,
Rotech expects to complete the restructuring and recapitalization
of its capital structure through a pre-arranged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Rotech anticipates filing its consensual plan and petitions in the
coming weeks.  Because of the agreement in principle, the entire
process is expected to be completed within 90 to 120 days after
commencement.

Under the contemplated debt restructuring:

   * The holders of the $23.5 million Term Loan would be paid in
     full;

   * The $230 million of 10.75% First Lien Notes would be amended
     and the maturity potentially extended;

   * The $290 million in 10.5% Second Lien Notes would be
     converted into 100% of the common equity of the reorganized
     Company, thereby eliminating this tranche of secured debt;

   * All of the Company's outstanding shares would receive a
     distribution of 10 cents per share (provided that the total
     amount paid on account of such interests does not exceed
     $2.62 million) and then be cancelled; and

   * Trade creditors and vendors would be paid in full in the
     ordinary course of business as long as they maintain or
     reinstate existing payment terms.

"After careful planning and consideration, we are pleased to have
reached this major milestone of substantially reducing our debt,"
said Steven P. Alsene, president and chief executive officer.
"The Company has struggled for years under the debt burden placed
on it when it was spun off from its former parent company in 2002.
Since that time, dramatic reimbursement reductions have made it
essential that we reduce our debt to a manageable level.  With
this debt reduction, we believe we will be able to further take
advantage of our inherent strengths to grow the Company, both
organically and through carefully selected acquisitions."

Mr. Alsene added: "Rotech's operations are continuing normally
while we complete our recapitalization, and we are continuing to
pay our bills on time.  The consensual reorganization plan that
the Company expects to file in the coming weeks is intended to
allow for payment in full to all trade creditors and vendors."

In conjunction with the restructuring, Rotech is in negotiations
with certain of its secured creditors to obtain debtor-in-
possession (DIP) financing to ensure sufficient liquidity
throughout what is expected to be a relatively short Chapter 11
process.

Mr. Alsene said that Rotech's business is profitable on an
operating basis, and noted that the Company recently was awarded a
new, five-year $68.3 million contract from the U.S. Department of
Veteran Affairs to provide home oxygen and respiratory services to
medical centers in eight cities.  "We are pleased with our current
levels of patient growth, and with a healthier balance sheet we
can look forward to many years of prosperous growth."

The Consenting Noteholders also hold in the aggregate a majority
of the Company's 10.75% Senior Secured Notes and constitute a
majority of the lenders under the Company's Term Loan Credit
Agreement.

In connection with the proposed restructuring, Rotech is not
making its March 15 interest payment for the Second Lien Notes.
To give the Company time to implement potential restructuring and
recapitalization transactions, Rotech and the lenders under the
Term Loan Credit Agreement have entered into a Forbearance
Agreement.  Pursuant to the Forbearance Agreement, the lenders
have agreed not to accelerate any of the Company's obligations
under the Term Loan Agreement or enforce any liens until April 15,
2013, as a result of Rotech's not making that interest payment.

Negotiations with the Consenting Noteholders to implement the
transactions are continuing.  The closing of these transactions is
subject to various closing conditions, including bankruptcy court
confirmation of the Chapter 11 Plan.  Accordingly, no assurances
can be given that the negotiations will be successful, whether the
Company will in fact be able to obtain adequate debtor-in-
possession financing, or whether the transactions will be
consummated.

Rotech has established a Web site at www.rotechsfuture.com for
interested parties to view information about the debt reduction
and restructuring.  Vendors can call the toll-free Vendor Support
Center at 877-456-1404.  All other callers including patients,
healthcare professionals, shareholders and employees can call the
toll-free Information line at 855-816-5314.

Unrelated to the restructuring, on March 12, 2013, a federal court
in Orlando, Fla., issued warrants authorizing the collection of
various categories of billing records from the Company.  The
warrants were executed on March 13, 2013, at the Company's
corporate headquarters in Orlando and the Winter Park, Fla.,
location for Rotech Systems Group.  In addition, subpoenas for
particular relevant records were served on certain Company
locations.  While the Company cannot be certain of the focus of
the investigation, it appears to be focused on the same subject
matter as the inaccurate reimbursement for the provision of oxygen
contents that the Company identified, reported and repaid in 2012
to the Centers for Medicare & Medicaid Services, although there
can be no assurance that the investigation does not focus on
additional matters.

The national law firm of Foley & Lardner LLP conducted an
extensive review of this matter at the Company's request last
year.  As previously disclosed in the Company's public filings,
during the first quarter of 2012, the Company identified an error
made in certain programming logic within its billing system.  As a
result of this error, the Company determined that it had been
overpaid on certain specific Medicare claim types since Jan. 1,
2009, with the amount of such overpayment being approximately $6.2
million in the aggregate.  The programming logic that caused this
error has been corrected in our billing system, and the Company is
not aware of any other Medicare overpayment issues as a result of
this or any other programming error and believes that it has
already refunded the appropriate amount for this error.  This
review resulted in the Company voluntarily reporting its error and
voluntarily repaying $6.2 million in May 2012 to CMS.  The Company
intends to cooperate fully with the government.

Rotech is represented by:

          Martin J. Bienenstock, Esq.
          PROSKAUER ROSE LLP
          Eleven Times Square
          New York, NY 10036
          Facsimile: (212) 969-2900
          E-mail: mbienenstock@proskauer.com

The Consenting Noteholders are represented by:

          Scott K. Charles, Esq.
          Michael S. Benn, Esq.
          WACHTELL, LIPTON, ROSEN & KATZ
          51 West 52nd Street
          New York, NY 10019
          Telephone: (212) 403-1000
          Facsimile: (212) 403-2000
          E-mail: SKCharles@wlrk.com
                  MSBenn@wlrk.com

A copy of the Forbearance Agreement dated March 15, 2013, among
Rotech Healthcare Inc.; the several financial institutions from
time to time party to the Credit Agreement, as lenders; and Silver
Point Finance, LLC, as Administrative Agent for the Lenders, is
available at http://is.gd/690c73

A copy the Plan Support Agreement entered into as of March 15,
2013, by and among (i) Rotech Healthcare Inc. and its undersigned
subsidiaries; and (ii) the holders of second lien senior secured
notes issued under the Second Lien Indenture and first lien senior
secured notes issued under the First Lien Indenture -- each a
Consenting Noteholder -- is available at http://is.gd/GQpuMR

The Plan Support Agreement requires Rotech to pay all reasonable
fees and expenses as of Wachtell Lipton.

The Plan Support Agreement will terminate automatically in the
event Rotech fails to achieve certain milestones established in
the Agreement, including:

     -- failure to file the Chapter 11 petitions by April 9;
     -- failure to file the Plan of Reorganization and related
        disclosure statement with the Bankruptcy Court on the
        Petition Date;
     -- failure to obtain approval of Solicitation Materials and
        setting a hearing to confirm the Plans within 45 days
        after the filing of the Plan;
     -- failure to obtain confirmation of the Plan within 75 days
        after the date that the Solicitation Materials are
        approved;
     -- failure to have the Plan declared effective date within
        14 days after the date the Plan is confirmed;

The Consenting Noteholders are:

     * Venor Capital Management LP;

     * Capital International Global High Income Opportunities;

     * Funds affiliated with Capital Guardian Trust Company:

       -- Capital Guardian Global High-Income Opportunities
          Master Fund;
       -- Capital Guardian U.S. High-Yiel Fixed-Income
          Master Fund;

     * Funds affiliated with Capital Research and Management
       Company:

       -- American High-Income Trust;
       -- The Bond Fund of America;
       -- The Income Fund of America;
       -- American Funds Insurance Series - Asset Allocation Fund;
       -- American Funds Insurance Series - High-Income Bond Fund;

     * Illinois Municipal Retirement Fund;

     * Fidelity Summer Street Trust: Fidelity Capital & Income
       Fund;

     * Variable Insurance Products V: Strategic Income Portfolio;

     * Fidelity Advisor Series II: Fidelity Advisor Strategic
       Income Fund;

     * Fidelity School Street Trust: Fidelity Strategic Income
       Fund;

     * Silver Point Capital Fund, L.P.

     * Silver Point Capital Offshore Master Fund, L.P.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.


SCHOOL SPECIALTY: Incurs $109.9 Million Net Loss in Jan. 26 Qtr.
----------------------------------------------------------------
School Specialty, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $109.92 million on $80.79 million of revenue for the
three months ended Jan. 26, 2013, as compared with a net loss of
$104.61 million on $85.25 million of revenue for the three months
ended Jan. 28, 2012.

For the nine months ended Jan. 26, 2013, the Company incurred a
net loss of $77.42 million on $569.79 million of revenue, as
compared with a net loss of $82.18 million on $612.71 million of
revenue for the nine months ended Jan. 28, 2012.

The Company's balance sheet at Jan. 26, 2013, showed $386.58
million in total assets, $396.02 million in total liabilities and
a $9.43 million total shareholders' deficit.

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

                        http://is.gd/7AICmw

                       About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of
$394.6 million.


SEALY CORP: Paul Glazer Discloses 11.6% Stake at March 12
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Paul J. Glazer and Glazer Capital, LLC,
disclosed that, as of March 12, 2013, they beneficially own
13,756,899 shares of common stock of Sealy Corporation
representing 11.6% of the shares outstanding.  Mr. Glazer
previously reported beneficial ownership of 6,736,532 common
shares or a 6.1% equity stake as of Sept. 27, 2012.  A copy of the
amended filing is available at http://is.gd/un2W3p

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEDONA DEVELOPMENT: Agrees to Plan Modifications
------------------------------------------------
Sedona Development Partners, LLC and The Club at Seven Canyons,
LLC, notified the U.S. Bankruptcy Court for the District of
Arizona that they agreed with Specialty Mortgage Corp. to modify
the Joint Plan dated February 6, 2013, to provide the following
terms:

   1. The VOA will not be required to assess, collect or pay golf
      dues for Villa owners effective at confirmation.

   2. All Old Club Members which are current in the payment of
      dues will convert to New Club Members.  All Old Club
      Members, that were current in the payment of all dues at the
      time of submission of a written resignation, may become New
      Club Members by recommencing payment of monthly dues of $700
      per month starting June 1, 2013.  All Old Club Members, that
      were not current in the payment of dues, may become New Club
      Members by recommencing payment of monthly dues of $700 per
      month starting January 1, 2013, provided that that Member
      agrees to a two year commitment to the New Club.  All
      existing Villa owners may become New Club Members by paying
      dues of $300 per month starting on June 1, 2013.  In the
      event a Fractional New Club Membership is created by
      reactivation of an Old Club Membership, that Fractional New
      Club Membership is transferable to a new fractional member
      who acquires a third party fractional interest.

   3. Membership will entitle the members to year round golf
      privileges.

   4. New Club Members, that have reactivated Old Club memberships
      will be entitled to sales priority on the Waiting List.
      First priority will be those New Club Members that have
      remained current in payment of dues. As to this group only,
      no 20% resale fee will be charged to this group. Second
      priority will be those New Club Members that were current on
      all dues until submission of a written resignation and that
      have become New Club Members. Third priority will be those
      New Club Members that were not current on all dues, but have
      become New Club Members.

   5. Except with respect to New Club Members that have first
      priority on the Waiting List, the Waiting List resale will
      be subject to a 20% resale fee to Specialty.

A hearing on the Plan is scheduled for March 21, 2013, 9:00 a.m.

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.

A Sept. 4 hearing has been set to consider approval of the
disclosure statements explaining the competing plans for debtors
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC.  One plan was filed by Specialty Mortgage and the second was
filed by the Debtors.


SEDONA DEVELOPMENT: Gets Court OK to Obtain $300,000 DIP Loans
--------------------------------------------------------------
Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for
the District of Arizona authorized Debtors Sedona Development
Partners, LLC, and The Club at Seven Canyons, LLC, to obtain
special purpose financing for $300,000, plus interest accruing at
9% per annum, from Specialty Trust Inc., to fund the improvement
of the golf course, equipment and related facilities necessary to
be successful in the upcoming season.

The collateral for the DIP Loan is a priming, first position lien,
subject only to any valid tax liens of Yavapai County, in Tract L
(Golf Course), and a first position lien in the Golf Advance
Account.

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.

A Sept. 4 hearing has been set to consider approval of the
disclosure statements explaining the competing plans for debtors
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC.  One plan was filed by Specialty Mortgage and the second was
filed by the Debtors.


SHILO INN: Parties Defer Plan Confirmation Hearing to April
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation between Shilo Inn, Seaside Oceanfront, LLC,
and Onewest Bank, FSB regarding stay of bankruptcy proceedings and
deadlines relating to Plan of Reorganization.

The stipulation provides that, among other things:

   1. The hearing on the confirmation of the Debtor's plan will be
      continued from March 21, 2013, to April 18, at 2 p.m.;

   2. The deadline for the filing of full objections to the Plan
      will be continued from Feb. 27, to March 27;

   3. The deadline for the filing of a brief in support of the
      Plan will be continued from Feb. 20, to March 20.

Secured creditor OneWest Bank, FSB, previously conveyed objections
to the Debtor's First Amended Plan of Reorganization dated July
18, 2012.
OneWest explained that, among other things:

   1. the Plan was not proposed in good faith;

   2. OneWest has voted to reject the plan, and no class may vote
      to accept; and

   3. the Plan is not feasible.

OneWest later told the Court that it engaged with the Debtor in a
court-ordered mediation regarding the Plan and reached a
settlement in principle with a signed term sheet, subject to
further documentation and court approval.  The term sheet requires
a stay of all bankruptcy proceedings and litigation between the
parties while the settlement is finalized.

OneWest is represented by:

         A. Kenneth Hennesay, Jr.
         ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP
         1900 Main Street, Fifth Floor
         Irvine, CA 92614-7321
         Tel: (949) 553-1313
         Fax: (949) 553-8354
         E-Mail: khennesay@allenmatkins.com

                    The Plan of Reorganization

As reported in the Troubled Company Reporter on Sept. 12, 2012,
the Disclosure Statement provides that OneWest Bank, the secured
lender, will receive payments for 30 years -- the first five years
will be interest-only-payments and the next 25 years will be fully
amortized over 25 years with principal and interest payments.  The
Debtor said that the July 18 Disclosure Statement will be further
amended to provide that OneWest Bank's secured claim is being paid
on a 25-year amortization basis instead of 30 years.

A prior iteration of the Disclosure Statement was rejected by the
bankruptcy judge in May; the Court ordered the Debtor and One West
Bank to engage in mediation by July 1.

               About Shilo Inn, Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront, LLC,
operates the Seaside Hotel, a 113-room hotel situated on 1.37
beautiful acres in Seaside, Oregon, pursuant to a franchise
agreement with Shilo Franchise International, LLC. The Hotel is
located directly on the beach and is the premier fixture of the
Seaside promenade.

Shilo Inn Seaside Oceanfront filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-34669) on June 7, 2011.  David B.
Golubchik, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender,
Yoo & & Brill L.L.P., in Los Angeles, serve as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.

On April 3, 2012, the U.S. Bankruptcy Court closed the bankruptcy
cases of Shilo Inn, Pomona Hilltop, LLC, and Shilo Inn, Palm
Springs, LLC.

Shilo Inn, Seaside Oceanfront, LLC reported total scheduled assets
of $22,219,762 and total scheduled liabilities of $13,688,451.


SIKOTARMAA LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Sikotarmaa LLC
        dba Comfort Inn Farr West
        1776 West 2500 North
        Farr West, UT 84404

Bankruptcy Case No.: 13-22690

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Duane H. Gillman, Esq.
                  DURHAM JONES & PINEGAR
                  111 East Broadway
                  Suite 900
                  P.O. Box 4050
                  Salt Lake City, UT 84110-4050
                  Tel: (801) 415-3000
                  Fax: (801) 415-3500
                  E-mail: dhgnotice@djplaw.com

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

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

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

The petition was signed by Rakeshkumar A. Patel, manager/member.


SIONIX CORP: Appoints Dr. Rex Crick as Chief Operating Officer
--------------------------------------------------------------
Sionix Corporation hired Dr. Rex Crick as its Chief Operating
Officer.

"We are pleased to add Rex Crick to our operations and management
team", said Ken Calligar, Interim CEO.  "We believe that his
operating management experience as well as his academic, research,
and consulting credentials make Rex an excellent fit for Sionix as
we increase our commitment to applying Sionix' proprietary
technology to treating fracking brine for the oil and gas
industry," he added.

Dr. Crick recently acted as a consultant at Sionix' frack water
treatment project in the Williston Basin of North Dakota where his
experience and leadership have provided important contributions.

Dr. Crick served as Chief Executive Officer of Recycle
Technologies International, Inc., a manufacturer of recycled
structural products, and he is currently Professor Emeritus at The
University of Texas at Arlington, a position he has held since
2008.  Previously Dr. Crick was Professor of Geology and
Paleontology from 1987 through 2008.  Rex has 30 years of hands-on
field experience with subsurface basins and shale reservoirs,
experience that is difficult to duplicate and important to Sionix
as it seeks to work closely with the oil and gas industry to
deliver its environmentally responsible water treatment
technologies.

Dr. Crick's areas of technical expertise include petroleum
geology, hydrology, recycling, manufacturing process design, and
the interpretation of reservoirs and source shales including the
Anadarko reservoirs and the Woodford, Fayetteville, Marcellus, and
Chattanooga Shales.  He has published and lectured extensively and
has consulted for major oil producers including Mobil, ARCO, BP,
Marathon, and Exxon/Mobil.  Dr. Crick also served our country in
the U.S. Navy.

As an inducement to Dr. Crick to accept the position of Chief
Operating Officer, the Company granted to him 1,000,000 restricted
shares of common stock.  Dr. Crick will receive cash compensation
in the amount of $80,000 per year in exchange for his services.

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.  The Company's balance sheet at Sept. 30, 2012,
showed $2.90 million in total assets, $4.02 million in total
liabilities, all current, and a $1.11 million total stockholders'
deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SNO MOUNTAIN: Files List of 20 Top Unsecured Creditors
------------------------------------------------------
Sno Mountan LP submitted to the Bankruptcy Court a list of its top
largest unsecured creditors.

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
WCP Snow Mountain                  --                   $2,621,682

Wynnewood Capital Partners         --                   $1,411,661

Dennis J. Carlson                  --                     $853,175

Edward Reitmeyer                   --                      $10,170

Internal Revenue Service           --                     $407,434

Scott Orr                          --                     $404,000

Chris Komanowski                   --                     $349,000

State of Pennsylvania              --                     $346,623

Commonwealth of Pennsylvania       --                     $300,000
Department of Revenue
Bankruptcy Division

Commonwealth of Pennsylvania       --                     $300,000
Department of Labor and
Industry

Fred Shipman                       --                     $190,000

Pennsylvania Dept. of Revenue      --                     $177,000

Robert Sablich                     --                     $120,000

Anthony Di Sandro Sr.              --                     $115,000

Nicholas Sandale                   --                     $111,127

Richard and Donna Ford             --                     $108,091

Glenn Gress                        --                     $100,000

Michael Sullivan                   --                     $100,000

Powell's Rental                    --                      $88,405

PPL Electric Utilities             --                      $84,000

                         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.


SOLAR POWER: Enters Into Development Agreement with Solar Hub
-------------------------------------------------------------
Solar Power, Inc., previously entered into an Amended and Restated
Solar Development Acquisition and Sale Agreement, as amended, with
Solar Hub Utilities, LLC, pursuant to which the Company will
provide development support and financing, and acquire 68 solar
photovoltaic, electricity generating facilities having a total
initial nominal nameplate capacity of 29.2 MWDC upon the
satisfaction of certain milestones.

Under the Original Agreement, the Company advanced the Seller
approximately $7,400,000 against the purchase of the Projects
which advance was evidenced by a promissory note entered into
between the parties and secured against the assets of the
Projects.  In addition, Hawaiian Power, LLC, has loaned $5,625,000
to the Seller for use in the development of the Projects.

On March 12, 2013, the Company, the Seller and HPL agreed to
replace the Original Agreement in its entirety and enter into a
Solar Development Agreement to better align the interests of the
parties.  Under the Agreement, the Company agreed to loan the
Seller up to approximately $969,000 in additional funds to be used
solely for pre-development costs of the Projects.  HPL likewise
agreed to loan additional funds to Seller.  These funds would be
deposited into an escrow account and would be disbursed to the
Seller on a weekly basis pursuant to an approved budget for
Project expenses as approved by the parties.

All cash advances made under the Agreement will be evidenced as
advances and amounts due under an Amended and Restated Promissory
Note from the Seller to the Company, which will include all
previous amounts loaned or advanced by the Company, to the Seller.
Subject to certain exceptions as contained in the Agreement, no
more than the maximum aggregate of approximately $8,369,000 will
be advanced to the Seller by the Company.  The Promissory Note is
secured by security agreements and mortgages in various assets of
Seller and its affiliates.  In conjunction with the Agreement, the
security agreements are being amended by the Omnibus Amendment to
Loan Documents dated March 12, 2013, to extend security to the
loans by HPL to Seller.  Pursuant to the Intercreditor Agreement
dated March 12, 2013, Company and HPL set forth their respective
rights with respect to the collateral under the security
agreements.

The Company will not be required to make a cash advance payment as
required under the Agreement if an Event of Default exists.  An
Event of Default includes, but is not limited to, (i) the failure
of the Seller to satisfy certain project milestones with an
aggregate nameplate capacity of 12 MW DC by July 1, 2014, and (ii)
a default under the Promissory Notes and the security agreements
securing those notes.

In addition, the Agreement restricts the Seller from taking
certain actions without the written consent of either the Company
or HPL.  These actions include, but are not limited to, (i)
incurring any expenses related to the Projects in excess of
$10,000 individually or $50,000 in the aggregate, (ii) admitting
additional members to the Seller, (iii) receiving funds from
additional investors, (iv) making any material changes to any
Project, (v) filing for bankruptcy, creditor protection or
dissolution, (vi) engaging in any other business other than the
development of the Projects, and (vii) appointment of officers of
the Seller.

Pursuant to the Agreement, once the Seller obtains consent from
the applicable utility company it will transfer that Project to a
specific special purpose entity for purposes of further
development or sale.  The membership interests of each SPE will be
transferred to and owned by Calwaii Power Holdings, LLC, (the
"Buyer") a limited liability company formed by the parties and
governed by the Limited Liability Company Agreement of the Buyer.

A copy of the Solar Development Agreement is available at:

                        http://is.gd/g5X7nf

Operating Agreement of Calwaii Power Holdings, LLC

Under the Operating Agreement, the Company and HPL received a
membership interest in the Buyer in consideration of providing
pre-development capital to the Seller and entering into the
Agreement, and the Seller received a membership interest in the
Buyer in consideration of transferring the projects to the SPEs
and transferring the ownership of the SPEs to Buyer.  The Company,
HPL and the Seller will receive payments from Buyer from the
proceeds of the sale or development of the Projects or the sale of
the SPEs, pursuant to the Operating Agreement.  Those provisions
provide, without limitation, that proceeds will be paid to the
Company and HPL to be applied toward the Promissory Notes until
such time that the Promissory Notes are paid in full, with 47% of
the proceeds from each sale delivered to the Company and 38% of
the proceeds from each sale delivered to HPL, in exchange for the
release of the security interest of the Company and HPL in the
Projects.  Following the payment of all amounts due under the
Promissory Notes, distributions would then be made in proportion
to each member's respective percentage interest in the Buyer,
which is 32% to HPL, 63% to SPI and 5% to the Seller.

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

                        http://is.gd/WBDxPn

                         About Solar Power

Roseville, Calif.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

The Company's balance sheet at Sept. 30, 2012, showed
$187.8 million in total assets, $149.1 million in total
liabilities, and stockholders' equity of $38.7 million.

"Our parent company, LDK Solar Co., Ltd., who owns 70% of the
Company's outstanding Common Stock, has disclosed publicly that it
had a net loss and negative cash flows from operations for the
year ended Dec. 31, 2011, and has a working capital deficit and
was not in compliance with certain financial covenants on its
indebtedness at Dec. 31, 2011.  These factors raise substantial
doubt as to LDK's ability to continue as a going concern.  While
management of LDK believes that it has a plan to satisfy LDK's
liquidity requirements for a reasonable period of time, there is
no assurance that its plan will be successfully implemented," the
Company said in its quarterly report for the period ended
Sept. 30, 2012.


SOUTHERN ONE: Court Extends Exclusive Plan Filing to June 1
-----------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas has extended, at the behest of Southern
One Twenty One Investments, Ltd., the exclusive period for the
Debtor to file a Chapter 11 plan until June 1 and the exclusive
period for acceptance of that plan until Aug. 30.

The Debtor has engaged in negotiations for the sale of the real
estate asset with several potential buyers.  At least one
potential purchaser advised Debtor that it requires additional
time to perform its due diligence and that it will not be able to
complete its investigation prior to the deadline for filing
Debtor's plan of reorganization.  The Debtor is also in the
process of reviewing the loan documentation for various secured
and unsecured creditors to determine the legal and valid rights,
as well as the priority of, those creditors.  The Debtor stated
that it needs additional time to finish reviewing the
documentation and finalize contract negotiations with the
potential buyers so that it may present a plan which is fair and
reasonable to all of the creditors.

The Debtor said that upon completion of the document review and
finalization of the contracts with the potential buyers, it hopes
to formulate a consensual plan, but given these potential buyers'
need for additional time to perform their due diligence, this will
require additional time and negotiation.

The Debtor said that it has focused on marketing the real property
for sale in the two months that the bankruptcy case has been
pending.  A contract is pending with the City of Allen, Texas, for
a very small part of the property and two other strong prospects
for purchasing the balance of the property.  According to the
Debtor, the additional time will give the Debtor and these
potential buyers to finalize negotiations and enter into firm
contracts to sell.  "One contract would provide for a sale which
would hopefully satisfy the allowed secured claims with the
purchaser agreeing the pay some portion of the allowed unsecured
claims from development of the property," the Debtor stated.

The exclusivity period extension, according to the Debtor, will
not adversely impact any of the creditors, as the Debtor has no
funds and therefore is expending no funds; the property is
unimproved land and thus is not subject to any deterioration in
value.  All fees and expenses of any kind will be paid by Peter
Ng, the principal of the general partner of the Debtor.

The Debtor assured the Court that MetroBank, N.A., its largest
secured creditor, won't be harmed by the exclusivity period
extension as it is oversecured.  The Debtor said that the latest
appraisal of the property, while not conclusive, values the
property at approximately $5 million more than the Bank's claim.

The Court ordered that the Debtor will make three interest
payments each in the amount of $55,830 to the Bank, with the first
payment due on April 18, the second payment due on May 18, and the
third payment due on June 17.

                        About Southern One

Southern One Twenty One Investments, Ltd., filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 12-43311) in Sherman, Texas,
on Dec. 3, 2012.

Nicole L. Hay, Esq., at Hiersche Hayward Drakeley & Urbach P.C.,
in Addison, Texas, serves as counsel to the Debtor.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and liabilities of at least
$10 million.

The Dallas-based company said in a filing that its principal asset
comprises almost 81 acres near Highway 121 and Chelsea Boulevard
in Allen, Texas.  The property is close to a shopping mall,
according to Nicole Hay, an attorney for Southern One Twenty One,
Bloomberg News said.


SPOTLIGHT PROPERTIES: Case Summary & 5 Unsecured Creditors
----------------------------------------------------------
Debtor: Spotlight Properties, Ltd.
        2246 South Hamilton Road, Suite101
        Columbus, OH 43232

Bankruptcy Case No.: 13-51933

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Charles M Caldwell

Debtor's Counsel: J Matthew Fisher, Esq.
                  ALLEN, KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  E-mail: fisher@aksnlaw.com

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

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

A copy of the Company's list of its five largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ohsb13-51933.pdf

The petition was signed by Jeffrey T. Keller, managing member.


STABLEWOOD SPRINGS: Has 4th Interim Order to Use Cash
-----------------------------------------------------
The U.S. Bankruptcy Court gave its stamp of approval on a fourth
agreed interim order authorizing Stablewood Springs Resort, LP,
and affiliate Stablewood Springs Resort Operations, LLC, to incur
postpetition senior secured superpriority debt and use cash
collateral.  The fourth-interim order was signed mid-February.

The Debtor arranged an $850,000 DIP financing from Alliance Prime
Associates.  The DIP lender agreed to provide $95,000 in funding
under the first interim order and an additional $40,000 pursuant
to the second interim order.  The Debtor intends to grant the DIP
lender first priority liens and security interests and
superpriortiy claims.

The Debtors' secured lenders, Axys Capital Total Return Fund, LLC
and Paul J.A. "Lex" van Hessen, have agreed to allow the Debtors
to use cash collateral on the interim.  The parties agreed that
the Debtors won't be permitted to sell any fractional interests in
their villas or the Private Residence Club without the prior
consent of Axys and van Hessen.

The Estate of Thomas A. Russel submitted a limited objection to
the motion for use of cash collateral.  While acknowledging that
the Debtor needs additional financing, the Russell Estate claims
the proposed DIP facility (i) does not justify the proposed
priming liens to the detriment of unsecured creditors and (ii)
request authorization to incur debt in excess of the amount
necessary to continue operations and pay the Debtors' necessary
expenses.

                  About Stablewood Springs Resort

Stablewood Springs Resort, LP, owner of a high-end resort
destination encompassing 140 acres of a 543-acre private ranch in
the Texas hill country near Hunt, filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-53887) in San Antonio on
Dec. 17, 2012.

The Debtor disclosed assets of $11.15 million and liabilities of
$22.8 million as of Nov. 30, 2012.  Liabilities include $10.4
million in secured debt and $9.3 million of disputed secured debt.


STOCKTON PUBLIC: Fitch Keeps 'BB+' Rating on Watch Negative
-----------------------------------------------------------
Fitch Ratings maintains the Rating Watch Negative on Stockton
Public Finance Authority, California's 'BB+' underlying ratings.

Security

The 2005 series A and series 2010A bonds are payable from
installment payments made by the City of Stockton, California to
the authority, with such installment payments secured by a senior
lien pledge of net revenues of the city's water system (the
system). The series 2009A and 2009B bonds are subordinate lien
bonds and are secured by net system revenues after payment of
senior lien obligations. The authority has assigned its rights to
receive installment payments from the city to the trustee for the
benefit of bondholders.

Key Rating Drivers

NEGATIVE WATCH MAINTAINED: Fitch remains concerned about potential
event risks that may arise following the city's petition for
chapter 9 bankruptcy protection on June 28 that could negatively
impact the financial health of the system or the ability of the
system to make full and timely payment to bondholders. These event
risks continue to include, but are not limited to, the treatment
of pledged revenues during bankruptcy proceedings and declaration
by creditors of an event of default under the financing
agreements.

CITY ACTIONS IMPAIR SYSTEM CREDIT QUALITY: The city's actions in
recent months call into question its ultimate willingness to pay
debt service on system obligations. While the system currently
remains solvent and appears capable of meeting near-term
obligations, various events of default have been triggered under
the system's financing agreements, exposing the system to possible
bond acceleration.

ADEQUATE OPERATIONS: System financial performance historically has
been sound, and the system's current financial position appears
adequate.

ELEVATED LEVERAGE: The system maintains a high debt burden coupled
with an extended amortization schedule.

WEAK SERVICE AREA: The service area has been significantly
affected by weak economic and housing conditions.

RATING SENSITIVITIES

DEVELOPMENTS AFFECTING THE SYSTEM: The ratings could deteriorate
rapidly and significantly, sensitive to future actions by the city
and developing external pressures, including bankruptcy court
rulings, higher reset rates for series 2010A bonds and potential
bank bonds, which could adversely impact system operations and
bondholders.

CREDIT PROFILE

Negative Watch Reflects Ongoing Risks

The Negative Watch primarily reflects Fitch's ongoing concerns
regarding possible conditions both within and outside of city
government that may affect system operating results. These risks
include, but are not limited to, treatment under the bankruptcy
code of pledged revenues and allowable system operating and
maintenance expenses related to the authority's debt as well as
elevated reset rates and potential bank bonds associated with the
2010A bonds.

The city's actions have had and will continue to have some direct
bearing on the system's credit quality. Evidence or expectation of
deteriorating system performance or increased system exposure to
various risks would likely lead to deterioration of system credit
quality, and such downward rating action(s) may be acute and
rapid.

City General Fund Drives Bankruptcy

The city's general fund operations have faced severe financial
weakness in recent years as a result of escalating budgetary costs
coupled with deteriorating revenues stemming from a significant
economic downturn within the city. As a result, the city initiated
a neutral evaluation process with creditors in February for the
purpose of obtaining concessions that would allow the city to
balance its fiscal 2013 budget.

The confidential mediation process concluded on June 25, 2012, as
scheduled, without providing sufficient cost reductions to balance
the city's fiscal 2013 budget. As a result, the city council
passed various resolutions at its June 26, 2012, meeting which
included the adoption of a pendency plan (the plan), and on June
28, 2012, the city formally filed for Chapter 9 bankruptcy
protection.

The plan provides a balanced general fund budget for fiscal 2013,
eliminating a $26 million gap through cost reductions to labor,
retirees, debt and other obligations. The plan will serve as the
city's fiscal 2013 budget while the city is under Chapter 9
bankruptcy protection.

A trial is scheduled for March 25-29 to determine the city's
bankruptcy eligibility. It is expected that at the conclusion or
shortly after the trial the judge will render a ruling either
approving or denying bankruptcy eligibility.

Water System Remains Solvent

Despite the city's general fund fiscal problems, the system
continues to perform largely as expected relative to projections
at the time of the issuance of the 2010A bonds.

For fiscal 2011 total debt service coverage (DSC) on system bonds
equaled 1.15x, with the federal interest rate subsidy for related
to the series 2009B Build America Bonds (BABs) treated as revenue
as opposed to an offset to debt service. For the same period, the
system maintained strong liquidity at 779 days cash while surplus
net revenues covered depreciation expenses by a reasonable 89%.

Unaudited fiscal 2012 results were largely as expected. For the
year total DSC rose to 1.50x when treating the BABs subsidy as
revenues and deducting capitalized interest from debt service
costs. The city also reports that unaudited cash balances were
little changed from fiscal 2011, with the system maintaining
around $36 million in unrestricted cash as well as slightly more
than $8 million in the system rate stabilization fund (RSF).

Fiscal 2013 financial results are also forecasted to remain
relatively favorable based on the plan adopted by the city
council, which included implementation of a 10% rate increase -
the final year of a package that was approved by the city council
in 2009. Total DSC is projected at just under 1.2x, assuming
weekly resets of the 2010A bonds at significantly higher amounts
than historically achieved as well as treatment of the BABs
subsidy as revenues; to date resets have been below budgeted
amounts.

Fitch has assumed a net $1.5 million reduction in operating costs
in determining fiscal 2013 net revenues, based on a budget
amendment approved by the city council on September 11, 2012.
Also, Fitch has assumed in its calculation a net increase in
revenues of $3.6 million based on the same budget amendment. Of
the increase in revenues, just over $3 million is attributable to
transfers in from the RSF to meet the rate covenant.

Through the seven-month period ending January 2013, the city
reports revenues were at 59.6% of budgeted amounts while
expenditures were at 55.8%. If these figures continue through the
end of the fiscal year, revenues would be slightly better than
budgeted amounts while expenditures would be a little lower.
Revenues may be negatively affected by sequestration cuts to the
federal BABs subsidy for the year. However, Fitch does not believe
that DSC will be materially affected or that the system will face
liquidity pressures as a result of the cuts.

Elevated Debt Profile

The system's debt profile is weak as a result of historical growth
projects as well as because of Delta Water Supply Project (DWSP)
costs. Construction related to the DWSP has been completed and was
reportedly on budget. Overall, debt per customer and debt per
capita are around 3x the national median. While improvement in the
system's capital structure is expected over time, debt levels will
continue to be a long-term concern as only 50% of principal
amortizes within 20 years.

Fitch maintains the following authority ratings on Rating Watch
Negative:

-- $55 million variable rate demand water revenue bonds, series
    2010A (Delta Water Supply Project) 'BB+';

-- $24.2 million 2005 water revenue bonds, series A (Water System
    Capital Improvement Projects) 'BB+';

-- $15.6 million water revenue bonds, series 2009A (Delta Water
    Supply Project) 'BB+';

-- $154.6 million water revenue bonds, series 2009B (taxable
    Build America Bonds) (Delta Water Supply Project) 'BB+'.


SUN PRODUCTS: $75MM Note Upsize No Impact on Moody's 'B2' CFR
-------------------------------------------------------------
Moody's Investors Service said that Sun Products Corporation's
increase of its Senior Unsecured Note offering to $575 million
from $500 million does not impact the company's B2 Corporate
Family Rating, B2-PD Probability of Default Rating or stable
outlook.

The Sun Products Corporation, based in Wilton, Connecticut, is a
leading provider of moderately priced and private label laundry
detergents, fabric softeners and other related household and
personal care products in the North America market. Significant
brands include all, Snuggle, Sun Wisk, Sunlight (Canada), and
Surf. The company is also the largest private label manufacturer
of laundry care products in North America. Sun Products' parent
company, Spotless Group Holding, LLC is controlled by affiliates
of Vestar Capital Partners. Sun Products' sales for the fiscal
year ending December 31, 2012 were approximately $1.8 billion.


SUNTECH POWER: Some Bondholders Mull Suit to Force Payment
----------------------------------------------------------
Cassandra Sweet and Tess Stynes, writing for Dow Jones Newswires,
report that certain bondholders of Suntech Power Holdings Co. Ltd.
plan to sue the company to collect on their investment, according
to a New York-based attorney who represents some of those
investors.

"We're putting a group together to sue the company because it
missed its bond payment," James Millar, Esq. --
james.millar@wilmerhale.com -- a partner with WilmerHale, said
Monday in an interview, according to Dow Jones. He declined to
name the bondholders he represents.

Suntech on March 15, 2013, did not make a required payment due
under its 3.00% Convertible Senior Notes Due 2013.  The Notes
matured on March 15 and as of that date an aggregate principal
amount of US$541 million of the Notes remained outstanding.

On March 11, Suntech said it has entered into a forbearance
agreement with holders of more than 60% of its 3% Convertible
Notes.  Under the forbearance agreement, in the event the Company
failed to make payments due under the Notes on March 15, the
signing bondholders agree not to exercise their rights under the
Notes and the related indenture until May 15, subject to certain
market-standard early termination events.  Suntech said the
forbearance agreement will enable the Company to continue to work
with holders of the Notes with a view to achieving a consensual
restructuring.

On March 18, Suntech said it was continuing talks with debtholders
over a new repayment plan.

According to the Dow Jones report, Mr. Millar said at least four
investors who hold Suntech bonds plan to file suit against the
company in New York State Court in Manhattan as early as this
week.  The bondholders who plan to sue aren't among those who have
been in talks with the company over a potential repayment deal, he
added.

Dow Jones also reports the group of investors that signed a
forbearance agreement said in a statement they were still
negotiating with the company over a repayment deal and were
hopeful that they would reach agreement with Suntech.  "The Ad Hoc
Group believes that a consensual restructuring is attainable that
will maximize recoveries for all noteholders," according to the
statement.

According to Dow Jones, a spokesman for Duff & Phelps Securities
LLC, one of the firms representing some Suntech bondholders
engaged in talks with the company, declined to comment.  A
spokesman for Suntech also declined to comment.  Calls made to
Wilmington Trust Co., the trustee for the bonds, weren't returned.

Dow Jones relates that on Monday, the American depositary shares
of Suntech fell 8.4% to 64 cents in 4 p.m. trading on the New York
Stock Exchange.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.


SUPERMEDIA INC: Returns to Chapter 11 to Implement Dex One Merger
-----------------------------------------------------------------
Directory firms Dex One Corporation and SuperMedia Inc. sought
bankruptcy court protection with prepackaged plans designed to
effectuate a merger between the companies.

Dex One, formerly known as R.H. Donnelley Corp, and SuperMedia
announced in August last year an agreement where the two companies
will combine in a stock-for-stock merger of equals, with Dex One
shareholders expected to own about 60%, and SuperMedia
shareholders the rest, of the combined company.

The two companies, however, were unable to obtain unanimous
consent from senior lenders on an amendment to their credit
agreements to extend the maturity dates of the companies' senior
secured debt of up to 26 months until Dec. 31, 2016.

Via the Chapter 11 process, only a majority vote in number of
claims and at least two-thirds in dollar value is necessary.  Of
the 400 senior secured lender votes received, an overwhelming
majority, or 398 of Dex One's senior lenders, were cast in favor
of the amendment plan.

The prepackaged plans intend to preserve the interests of all
investors without any impairment to existing Dex One or SuperMedia
equity holders and Dex One noteholders, according to a joint
statement by the companies.

                          Cost Synergies

Dex One said the merger is anticipated to result in a combined
company (a) with improved operating scale, (b) with between $150
million and $175 million of annual run rate cost synergies by
2015; (c) that will preserve approximately $1 billion in current
and future tax attributes that can be applied against the combined
entity's taxable income over time; and (d) that is well-positioned
to increase sales of profitable products and services and to phase
out unprofitable products and services.

The combined company will have more than 5,800 employees,
including more than 3,100 marketing consultants who establish
direct relationships with local business owners.  Initially, the
combined company will have relationships with more than 700,000
businesses.

The companies expect the merger to be completed in 45 to 60 days.

"This process will facilitate the completion of our merger with
Dex One and ensure the financial and strategic benefits of the
merger identified and communicated previously remain unchanged,"
said Peter McDonald, president and CEO of SuperMedia.  "A
substantial majority of our lenders and stockholders have pledged
their support for this transaction and we remain committed to
closing it in the first half of this year.  The new company will
be the trusted marketing consultant to help local businesses
across the United States grow."

"This combination is good for customers, investors, consumers and
employees, and creates a stronger company that can penetrate more
of the local marketplace," said Alfred Mockett, CEO of Dex One.
"By joining two industry leaders to create a national provider of
social, local and mobile marketing solutions, we believe Dex One
and SuperMedia will accelerate the transformation of the newly
combined company and be positioned to deliver outstanding service
and support.  Throughout the merger process, the employees from
both companies have demonstrated great dedication, and remain
focused on exceeding the needs of local businesses in the markets
we serve."

                        No DIP Financing

Dex One and SuperMedia have filed a series of motions with the
Court to ensure the continuation of normal operations, including
requesting Court approval to continue paying employee wages and
salaries and providing employee benefits without interruption.
The companies also are seeking Court authorization to continue
paying vendors, suppliers and service providers in full under
customary terms for all goods and services, including those
provided before the filing date.  The companies expect the Court
to approve these requests shortly.

Pursuant to the proposed plans, Dex One and SuperMedia do not
need, nor intend to obtain debtor-in-possession (DIP) financing
during the reorganization.  The companies maintain substantial
cash balances and continue to generate positive cash flow.

                          About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile and Dex
CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013.  Dex One
disclosed total assets of $2.84 billion and total liabilities of
$2.79 billion as of Dec. 31, 2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833) and changed its name to
Dex One Corp. after emerging from bankruptcy in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC

                         About Supermedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

As of Dec. 31, 2012, SuperMedia had approximately 3,200 employees,
of which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013.
SuperMedia disclosed total assets of $1.4 billion and total debt
of $1.9 billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


SUPERMEDIA INC: Lenders and Shareholders Accept Prepack Plan
------------------------------------------------------------
The largest print and online directory publishers in the U.S., Dex
One Corporation and SuperMedia Inc. have sought Chapter 11
protection to effectuate a merger.  The Debtors already have
successfully negotiated a consensual Plan with the only impaired
class of claims under the Plan, and have received the overwhelming
support of the impaired class of claims and class of interests.

SuperMedia says 100% of senior secured lenders and holders of
99.8% of the outstanding shares have already voted to accept the
Plan.

As of the Petition Date, the SuperMedia Debtors have one senior
secured bank facility pursuant to a term loan agreement entered
into by SuperMedia upon its emergence from chapter 11 on Dec. 31,
2009, with certain financial institutions and JPMorgan Chase Bank,
N.A. as administrative agent and collateral agent for an aggregate
principal amount of approximately $2.8 billion.  The term loan
matures on Dec. 31, 2015.  As of Dec. 31, 2012, the outstanding
principal balance was approximately $1.4 billion with a weighted
average interest rate of 11.0%.

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

   -- Unclassified claims.  Holders of administrative claims and
professional claims and priority tax claims will be paid in full
in cash [Plan Recovery: 100%, Liquidation Recovery: 100%].

   -- Other secured claims and priority claims.  Holders of
secured tax claims (Class 1), other secured claims (Class 2), and
other priority claims are unimpaired and are presumed to accept
the Plan. [Plan Recovery: 100%, Liquidation Recovery: 100%].

   -- Allowed SuperMedia secured credit agreement claims
(Class 5).  The SuperMedia Secured Credit Agreement will be
amended to extend the maturity date to Dec. 31, 2016.  The amended
agreement, which will mature Dec. 31, 2016, will require (1) with
respect to any base rate loan, quarterly interest payments, and
(2) with respect to any Eurodollar loan, interest payments on the
last day of the interest period applicable to such borrowing, at
SuperMedia's option at either:

      * with respect to base rate loans, the highest of (1) the
        prime rate, (2) the federal funds effective rate plus
        0.50%, and (3) one month LIBO Rate (subject to a floor of
        3.00%) plus 1.00%, in each case as in effect on such date,
        plus an interest rate margin of 7.60%; or

      * with respect to Eurodollar loans, the higher of (1)
        Adjusted LIBO Rate in effect for the applicable interest
        period, and (2) 3.00%, in each case plus an interest rate
        margin of 8.60%.

      SuperMedia may elect interest periods of one, two or three
      months for Eurodollar borrowings.

      [Plan Recovery: 100%, Liquidation Recovery: 13%-16%].

   -- General Unsecured claims (Class 8).  Holders of Allowed
General Unsecured Claims will be paid in full in Cash on the later
of the Effective Date or in the ordinary course of business.
[Plan Recovery: 100%, Liquidation Recovery: 0%].

   -- SuperMedia Interests.  Holders of SuperMedia interests
(Class 9) will receive shares of Newdex Common Stock, and
SuperMedia Interests will be extinguished on the Effective Date.
[Plan Recovery: 100%, Liquidation Recovery: 0%].

   -- Intercompany interests.  Interests (Class 10) will be left
unaltered and rendered Unimpaired. [Plan Recovery: 100%,
Liquidation Recovery: 0%].

   -- Section 510(b) Claims.  Holders of Section 510(b) claims
(Class 11) will be paid in full in cash or treated like holders of
allowed class 9 interests.  They are impaired and deemed to reject
the Plan. [Plan Recovery: 100%, Liquidation Recovery: 0%].

   -- There are no Classes 4, 6, or 7 under the SuperMedia Plan.

The SuperMedia Debtors ask the Court to schedule a combined
hearing on the Plan and explanatory Disclosure Statement.  The
Debtors also ask the Court to approve a timeline that contemplates
a confirmation hearing 38 days after the bankruptcy filing:

          Event                   Date
          -----                   ----
     Voting Record Date        Jan. 25, 2013
     Start of Solicitation     Feb. 11, 2013
     Voting Deadline           Mar. 13, 2013
     Petition Date             Mar. 18, 2013
     Notice Date               Mar. 21, 2013
     Objection Deadline        Apr. 18, 2013
     Reply Deadline            Apr. 22, 2013
     Confirmation Hearing      Apr. 25, 2013

A copy of the Chapter 11 plan is available for free at:

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

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

    http://bankrupt.com/misc/SuperMedia_Plan_Outline.pdf
    http://bankrupt.com/misc/SuperMedia_Plan_Outline2.pdf

                         About Supermedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is SuperMedia's second stint in Chapter 11 Idearc and its
affiliates filed for Chapter 11 protection (Bankr. N.D. Tex. Lead
Case No. 09-31828) in March 2009 and emerged from bankruptcy in
December 2009, reducing debt from more than $9 billion to $2.75
billion.


SUPERMEDIA INC: Seeks to Use Cash and Pay Prepetition Claims
------------------------------------------------------------
To ensure the continuation of normal operations, SuperMedia Inc.
filed a variety of first day motions with the Bankruptcy Court,
including requests to pay prepetition employee wages and salaries
and benefits, and to continue paying vendors, suppliers and
service providers in full under customary terms for all goods and
services, including those provided before the filing date.

The SuperMedia Debtors also filed a motion to use cash collateral
for working capital, general corporate purposes, maintaining and
generating the confidence of their customers and vendors and
preserving the going concern value of the Debtors.  The secured
lenders, led by JPMorgan Chase Bank, N.A. as the administrative
agent will receive as adequate protection: (a) superiority claims
under Sec. 507(b) of the Bankruptcy Code; (b) first priority liens
on unencumbered property, liens junior to certain existing liens,
and liens senior to certain existing liens; (c) payment of accrued
and unpaid prepetition interest, fees and costs, based on the
applicable non-default rate set forth in the credit agreements;
and (d) payment of fees and expenses incurred by professionals
hired by the administrative agents.

The Debtors are seeking authority to pay allowed prepetition
claims of certain general unsecured creditors and creditors whose
claims may give rise to liens under certain state and federal laws
in the ordinary course of business.  The Debtors expect to make
payments of $21.4 million to creditors within 45 days of the
Petition Date in the ordinary course of business:

  Category                                               Amount
  --------                                               ------
White Pages Contract                                 $1,500,000
Distribution                                         $5,329,425
Traffic                                              $7,580,605
Publishing                                           $2,105,059
Contract Services                                    $2,765,223
Printing and Paper                                   $1,453,853
Professional Services                                  $439,267
Other Vendors Necessary for Operations                  $44,992
Building & Grounds                                     $142,154
                                                    -----------
                                         Total      $21,360,581

The Debtors also seek to honor customer programs, pay $4 million
owed under prepetition insurance policies, pay federal income
taxes and state taxes totaling $27.2 million as of the Petition
Date, place an adequate assurance deposit of $555,000 for the
benefit of utility providers, and pay wages, salaries, commissions
and bonuses of $14 million (earned but not paid as of March 17,
2013).

The Debtors say that a failure to honor any of their customer
programs would result in a loss of sales and market share far in
excess of any theoretical savings that could be achieved through
denial or postponement of these obligations.  The approximate
annual amount of credits and refunds to reimburse customers for
overpayments or to correct for billing errors is $20,000,000.

The Debtors are asking the Court to enter an order scheduling a
combined hearing on their prepackaged Chapter 11 plan and
disclosure statement on April 25.  The Debtors ask the Court to
direct that the U.S. Trustee not convene a meeting of creditors
under 11 U.S.C. Sec. 341(a) if the Plan is confirmed within 75
days of the Petition Date.

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is SuperMedia's second stint in Chapter 11 Idearc and its
affiliates filed for Chapter 11 protection (Bankr. N.D. Tex. Lead
Case No. 09-31828) in March 2009 and emerged from bankruptcy in
December 2009, reducing debt from more than $9 billion to $2.75
billion.


SUPERMEDIA INC: To Monitor Equity Trading to Protect NOLs
---------------------------------------------------------
SuperMedia Inc. and its affiliates expect to merge with Dex One
Corp. on the effective date of their reorganization plans.

As of the Petition Date, the Dex One Debtors have net operating
losses ("NOLs") in the amount of approximately $1.0 billion.  The
SuperMedia Debtors and the Dex One Debtors anticipate that Dex
Media's utilization of the NOLs in future tax years will generate
up to approximately $400 million in cash savings from reduced
taxes considering an assumed effective tax rate of 40%.  A key
basis for the structure of the Merger is the preservation of these
NOLs, the value of which will inure to the benefit of all of the
Debtors' stakeholders.

Certain acquisitions of SuperMedia Equity Securities effected
before the effective date of the Plan may prevent an ownership
change under Section 382 of the Internal Revenue Code occurring
upon the Merger pursuant to the Plan and increase the likelihood
of triggering an ownership change after the Merger, severely
endangering Dex Media's utilization of the NOLs and causing
substantial damage to the Debtors and their current and future
stakeholders.

SuperMedia accordingly proposes a mechanism by which it will
monitor, and object to, certain acquisitions of SuperMedia Equity
Securities to maximize the combined company's ability to utilize
its NOLs.

The procedures would affect only a limited subset of transfers of
SuperMedia Equity Securities during the Chapter 11 Cases, i.e.,
transfers of SuperMedia Equity Securities to Dex One Substantial
Shareholders (i.e., persons having Beneficial Ownership of more
than approximately 2.29 million shares of Dex One Equity
Securities during the three years prior to the Petition Date).
The Debtors request that any transfer of SuperMedia Equity
Securities in violation of the SuperMedia Procedures will be
enjoined and void ab initio.

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11 Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


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

     Case No.    Debtor Entity
     --------    -------------
     13-10545    SuperMedia Inc.
                     fka Verizon Directories Disposition Corp.
                         Idearc Inc.
                   2200 West Airfield Drive
                   P.O. Box 619810
                   D/FW Airport, Texas
     13-10546    SuperMedia LLC
     13-10547    SuperMedia Services Inc.
     13-10548    SuperMedia Sales Inc.

Chapter 11 Petition Date: March 18, 2013

Court: United States Bankruptcy Court
       District of Delaware

Judge: Hon. Kevin Gross

Debtors' Counsel:  Sean A. O'Neal, Esq.
                   Emily Bussigel, Esq.
                   CLEARY GOTTLIEB STEEN & HAMILTON LLP
                   One Liberty Plaza
                   New York, NY 10006
                   Telephone: (212) 225-2000
                   Facsimile: (212) 225-3999

                        - and -

                   Pauline K. Morgan, Esq.
                   Patrick A. Jackson, Esq.
                   YOUNG CONAWAY STARGATT & TAYLOR, LLP
                   Rodney Square
                   1000 North King Street
                   Wilmington, DE 19801
                   Telephone: (302) 571-6600
                   Facsimile: (302) 571-1253

Debtors' Financial
& Restructuring
Advisors:          Chilmark Partners, LLC

Debtors' Claims
& Notice Agent:    Epiq Bankruptcy Solutions, LLC

Total Consolidated Assets at Sept. 30, 2012: $1.4 billion

Total Consolidated Liabilities at Sept. 30, 2012: $1.9 billion

The SuperMedia petitions were signed by Samuel D. Jones, Executive
Vice President, Chief Financial Officer, and Treasurer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                    Nature of Claim     Claim Amount
   ------                    ---------------     ------------
GOOGLE INC Dept 33654        Trade Debt            $3,746,534
P.O. Box 39000
San Francisco, CA 94139

PRODUCT DEVELOPMENT CORP     Trade Debt            $2,796,334
20 Ragsdale Dr.
Suite 100
Monterey, CA 93940

CHARTIS INSURANCE            Trade Debt            $2,028,792
P.O. Box 10472
Newark, NJ 07193

WEB.COM GROUP INC            Trade Debt            $1,240,697
12808 Gran Bay Pkwy West
Jacksonville, FL 32258

DIRECTORY DISTRIBUTING       Trade Debt            $1,199,319
ASSOCIATES INC
P.O. Box 338
Hazelwood, MO 63042

RR DONNELLEY &               Trade Debt            $1,013,360
SONS COMPANY
22955 Network Place
Chicago, IL 60673-1229

ADMARKETPLACE INC            Trade Debt            $1,007,621
55 Broad Street
23rd Floor
New York, NY 10004

TCS AMERICA                  Trade Debt              $841,121
12977 Collections
Center Drive
Chicago, IL 60693

PREMIER DELIVERY             Trade Debt              $760,982
SERVICE INC
2010 48 Ave Ct E
Fife, WA 98424

SALESFORCE.COM INC           Trade Debt              $748,900
P.O. Box 203141
Dallas, TX 75320-3141

xAD INC                      Trade Debt              $473,644
Dept La 23812
Pasadena, CA 91185-3812

FINDOLOGY                    Trade Debt              $354,445
INTERACTIVE MEDIA INC
1158 26th St #464
Santa Monica, CA 90403

ALTERNATE POSTAL             Trade Debt              $817,575
DIRECT INC
12495 34th Street N
Unit D
St. Petersburg, FL 33716

ADVANTAGE                    Trade Debt              $340,633
TECHNICAL
RESOURCING INC
P.O. Box 4785
Boston, MA 02212

MERIDIAN IT                  Trade Debt              $311,742
SOLUTIONS INC
23618 Network Place
Chicago, IL 60673-1236

JINGLE NETWORKS INC          Trade Debt              $237,176

YAHOO! SEARCH                Trade Debt              $223,906
MARKETING PTY LTD

NIPPON PAPER                 Trade Debt              $196,651
INDUSTRIES USA CO LTD

ACCENTURE LLP                Trade Debt              $175,624

CAREMARK PRESCRIPTION SVC    Trade Debt              $170,267

INFOGROUP INC                Trade Debt              $147,989

LETS SEE WHAT STICKS LLC     Trade Debt              $144,945

SIRIUS COMPUTER SOLUTIONS    Trade Debt              $134,013

LOCAL.COM                    Trade Debt              $122,452

CATALYST PAPER (USA) INC     Trade Debt              $118,951

TELETECH                     Trade Debt              $110,352

FREE PROMOS DAILY, INC.      Trade Debt              $100,410

MCCR INC                     Trade Debt               $97,875

DEALIX CORPORATION           Trade Debt               $97,568

VERIZON                      Contract                 Unknown


T.J.R.-V CORP: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: T.J.R.-V Corp
        aka dba Valvoline Instant Oil Change
        2450 East Gate Place, Ste C
        Snellville, GA 30078

Bankruptcy Case No.: 13-55740

Chapter 11 Petition Date: March 15, 2013

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

Debtor's Counsel: Stephen J. Sasine, Esq.
                  MCCONNELL, SNEED & COHEN, LLC
                  Suite 840
                  990 Hammond Drive
                  Atlanta, GA 30328
                  Tel: (404) 665-3090
                  Fax: (404) 665-3476
                  E-mail: ssasine@msclaw.net

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

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

A copy of the Company's list of its 12 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ganb13-55740.pdf

The petition was signed by Timothy J. Roe, president.


T3 MOTION: Inks Waiver Pact to Allow Issue of $646,750 Debenture
----------------------------------------------------------------
T3 Motion, Inc., entered into an Amendment and Waiver Agreement to
allow for the waiver of certain conditions of the Nov. 27, 2012,
Senior Convertible Secured Debentures.  The Waiver Agreement
allowed up to $646,750 in additional Debentures to be issued by
the Company under terms and conditions identical to the original
2012 Debentures, as amended by the Waiver Agreement.

On March 4, 2013, the Company entered into a securities purchase
agreement with two institutional investors pursuant to which the
Company agreed to issue to the March 2013 Investors non-interest
bearing senior secured convertible debentures due Nov. 26, 2013,
in the principal amount of $250,000 convertible into common stock
at $0.10 per share, five-year warrants to purchase 2,500,000
shares of common stock at an exercise price of $0.10 per share,
and 250,000 shares of common stock.  The financing resulted in
$250,000 of cash proceeds to the Company.

The SPA and related documents represent a partial Second Closing
as noted in the Waiver Agreement.  Under the terms of the Waiver
Agreement, the Company may, without additional approval from the
Debenture holders, issue $396,750 of additional Debentures.  Other
than the modifications noted in Waiver Agreement, the terms and
conditions of the 2013 Debentures are identical, in all material
aspects, to the terms and conditions of the Company's Nov. 27,
2012, Debt Financing reported.

The Company's obligations under the 2012 Debentures and the 2013
Debentures are secured by a first priority lien on all of T3's
assets pursuant to the terms of a security agreement dated
March 4, 2013, among the Company, each of its subsidiaries and the
Investors.

The Company expects that the proceeds of the Financing will be
used for general working capital purposes, including the purchase
of parts inventory, sales and marketing and research and
development.

The SPA gives the Investors the right, but not the obligation, to
purchase additional Debentures and Warrants at levels equal to
their participation in the Financing at any time prior to May 27,
2014.

A copy of the Amendment and Waiver Agreement is available at:

                        http://is.gd/Frz9uX

                           About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $2.81 million in total assets,
$4.48 million in total liabilities, and a $1.66 million total
stockholders' deficit.

                         Bankruptcy Warning

"Our principal capital requirements are to fund our working
capital requirements, invest in capital equipment, to make debt
service payments and the continued costs of public company filing
requirements.  We have historically funded our operations through
debt and equity financings, and the Company will require
additional debt or equity financing in the future to maintain
operations.  The Company cannot make any assurances that
additional financings will be completed on a timely basis, on
acceptable terms or at all.  If the Company is unable to complete
a debt or equity offering, or otherwise obtain sufficient
financing when and if needed, it would negatively impact our
business and operations, which could cause the price of our common
stock to decline.  It could also lead to the reduction or
suspension of our operations and ultimately force us to go out of
business.  Currently, the Company does not have sufficient cash to
pay its current obligations including but not limited to payroll
for its employees.  If the Company does not succeed in raising
additional outside capital in the short term, the Company will be
forced to seek strategic alternatives which could include
bankruptcy or reorganization," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


TAKEHIKO MURAKAMI: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Debtor: Takehiko Murakami
                   C/O Shin Ueda, Trustee
                   No. 2311, 23rd Flr Marunouchi Bldg.
                   2-4-1 Chiyoda-ku
                   Tokyo, Japan

Chapter 15 Case No.: 13-00020

Chapter 15 Petition Date: March 15, 2013

Court: District Court of Guam (Hagatna)

Chapter 15 Debtor's Counsel: Donald V. Calvo, Esq.
                             CARLSMITH BALL LLP
                             134 West Soledad Avenue
                             Bank of Hawaii Bldg., Suite 401
                             Hagatna, GU 96910
                             Tel: (671) 472-6813
                             Fax: (671) 477-4375
                             E-mail: dcalvo@carlsmith.com


THQ INC: Needs More Bonuses to Complete Chapter 11 Liquidation
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a company goes into bankruptcy, even
reorganization, the best employees are the first to leave.  To
avoid resignations, liquidating video-game developer THQ Inc. is
proposing a second round of bonuses.

The report recounts that THQ filed under Chapter 11 in December
and sold most of the business to five buyers in January,
generating $72 million.  To keep employees from walking out
prematurely, the bankruptcy judge previously approved a first slug
of $477,500 in bonuses payable to 59 workers who remained thought
the sale.  Some assets remain for sale and other work is required
to complete the liquidation and promulgate a Chapter 11 plan, the
company said in a filing last week.

According to the report, to be sure nine key workers don't leave,
the company is proposing a $245,000 bonus program where no single
employee would receive more than $75,000.  There will be a hearing
on March 27 to approve the bonuses.

THQ's unsecured notes last traded on March 12 for 47.25 cents on
the dollar, more than double the price on Jan. 11, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The notes more than quintupled in price
since December.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TRANSGENOMIC INC: Registers 24.9 Million Common Shares
------------------------------------------------------
Transgenomic, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
resale by Burguete Investment Partnership, L.P., Deerfield Special
Situations Fund, L.P., Sabby Healthcare Volatility Master Fund,
Ltd., et al., of up to 24,900,000 shares of the Company's Common
Stock, par value $0.01 per share.

The common shares offered consist of: (i) up to 16,600,000 common
shares and (ii) up to 8,300,000 common shares issuable upon
exercise of outstanding warrants.  The Company issued the common
shares and warrants in connection with a private placement
offering in January 2013.  The Company is registering the resale
of the common shares and the common shares underlying the Warrants
as required by the Registration Rights Agreement the Company
entered into with the Selling Stockholders on Jan. 24, 2013.

The Company will not receive any of the proceeds from the Common
Stock sold by the Selling Stockholders, other than any proceeds
from the cash exercise of Warrants to purchase shares of its
common stock.

No underwriter or other person has been engaged to facilitate the
sale of shares of Common Stock in this offering.  The Selling
Stockholders may be deemed underwriters of the Common Shares that
they are offering.  The Company has agreed to pay certain expenses
in connection with this registration statement and to indemnify
the Selling Stockholders against certain liabilities.  The Selling
Stockholders will pay all underwriting discounts and selling
commissions, if any, in connection with the sale of the shares of
Common Stock.

The Company's Common Stock is traded on the OTC Bulletin Board
under the symbol "TBIO."  On March 14, 2013, the last reported
sale price of the Company's Common Stock was $0.44 per share.

A copy of the Form S-1 prospectus is available at:

                        http://is.gd/UttFeX

                         About Transgenomic

Transgenomic, Inc. (www.transgenomic.com) is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company's balance sheet at Sept. 30, 2012, showed $42.88
million in total assets, $20.31 million in total liabilities and
$22.57 million in total stockholders' equity.


VALIDUS INTERNATIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Validus International, L.L.C.
        5430 LBJ Freeway, Suite 1550
        Dallas, TX 75240

Bankruptcy Case No.: 13-31379

Chapter 11 Petition Date: March 15, 2013

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Mark Joseph Petrocchi, Esq.
                  GRIFFITH, JAY & MICHEL, LLP
                  2200 Forest Park Blvd.
                  Ft. Worth, TX 76110
                  Tel: (817) 926-2500
                  Fax: (817) 926-2505
                  E-mail: mpetrocchi@lawgjm.com

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

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

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

The petition was signed by John D. Wilson, managing director.


VELATEL GLOBAL: Further Amends China Motion Stock Purchase Pact
---------------------------------------------------------------
VelaTel Global Communications, Inc., through its wholly owned
subsidiary Gulfstream Capital Partners Ltd. entered into (1) a
second amendment to a Stock Purchase Agreement and Corporate
Guaranty, (2) a promissory note and (3) a stock pledge deed and
stock escrow agreement, each with China Motion Telecom
International Limited, Listco's wholly owned subsidiary China
Motion Holdings Limited, and Holdings' 95% subsidiary ChinaMotion
InfoServices Limited to acquire 100% of the capital stock of China
Motion Telecom (HK) Limited.

The Purchase Price for the MVNO Stock is HK$49,500,000
(US$6,387,100), consisting of HK$12,009,362 (US$1,549,600) cash
(including HK$4,646,862 (US$599,600) deposit paid pursuant to the
SPA, plus HK$7,362,500 (US$950,000) to be paid at Closing, plus
HK$37,490,637 (US$4,837,500) as the principal balance of the Note
to be issued by the Company at Closing.

The Note is in the total amount of HK$38,990,637 (US$5,031,000),
of which the principal balance of HK$37,490,637 (US$4,837,500) is
applicable to the Purchase Price and the remaining HK$1,500,000
(US$193,500) represents interest that will accrue on the Note
through its maturity and is not part of the Purchase Price.  The
Note calls for a payment of HK$4,650,000 (US$600,000) principal
only on the date which is the same calendar day three months after
Closing (June 1, 2013) and the remaining HK$32,840,637
(US$4,237,500) balance of principal and accrued interest due on
the date which is the same calendar date six months after Closing
(Sept. 1, 2013).

As security for repayment of the Note, the Company agrees to
pledge the MVNO Stock to Seller pursuant to the terms of the Stock
Pledge Agreement.  Seller will act as Interim Escrow Agent under
the Stock Pledge Agreement, subject to appointment of a Substitute
Escrow Agent the Parties will promptly locate and retain and who
is willing to accept substantially all of the material terms of
the Stock Pledge Agreement.

The Company agrees to hold Seller harmless from any claims or
damages arising solely out of or in connection with the Company
taking over CMTHK during the time period between Closing and final
Termination of the Stock Pledge Agreement, including, any
diminution of the value of the net current assets of CMTHK to a
level below their net value as of Closing.

The Company commits to begin upgrading CMTHK's telecommunications
network.  CMTHK will bear the expenses of engineering services
rendered in connection with such upgrade, upon reasonable
commercial terms estimated to total approximately no more than
HK$1,300,000 (US$167,700) per month, and those fees will be
processed and approved for payment immediately.

The Company agrees to pay to Seller at Closing HK$387,500
(US$50,000) towards reimbursement of total costs and disbursements
to Professional Fees incurred by Listco in connection with the
First Amendment and the Second Amendment, which payment is in
addition to and is not part of the Purchase Price.

The Second Amendment becomes effective as of March 1, 2013,
notwithstanding that it is signed on March 3, 2013.

A complete copy of the Second Amendment is available at:

                        http://is.gd/kDhFGK

Closing of the SPA, as amended by the First Amendment and the
Second Amendment, and together with the other Transaction
Documents, occurred as of March 1, 2013, when the Company
initiated a wire transfer for payment of the Down Payment and the
Professional Fees, and Seller endorsed and re-issued the MVNO
Stock in the name of Buyer.  The Parties continued to finalize
various details of the Transaction Documents until they were
signed, executed and delivered on March 3, 2013.

                        About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  For more information, please visit
www.velatel.com.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $21.55 million in total
assets, $26.54 million in total liabilities and a $4.99 million
total stockholders' deficiency.


VIGGLE INC: Obtains $10MM Loan Commitment From Deutsche Bank
------------------------------------------------------------
Viggle Inc. entered into a Term Loan Agreement with Deutsche Bank
Trust Company Americas on March 11, 2013, under which Deutsche
Bank agreed to loan the Company up to $10,000,000.  The Company
may, from time to time, request advances from the DB Line in
amounts of no less than $1,000,000.

Interest on the outstanding balance may, at the Company's
election, be charged at a rate per annum equal to the LIBOR Rate
plus 4% or (ii) the Prime Rate plus 1.75%.  Interest is payable
monthly in arrears.  The Company paid a $150,000 facility fee from
the initial draw of $5,000,000 made at closing.

The DB Line matures on Sept. 11, 2013, unless sooner due as a
result of the receipt of net proceeds by the Company or any of its
wholly-owned subsidiaries from one or more debt or equity
offerings by the Company or any of its wholly-owned subsidiaries
in an amount equal to at least the amount of principal and accrued
and unpaid interest outstanding on the DB Line.

The Company may make prepayments, in whole or in part, under the
DB Line at any time, as long as all accrued and unpaid interest
thereon is paid through the prepayment date.

Repayment of the loan was guaranteed by Robert FX Sillerman.  In
consideration for the guarantee Mr. Sillerman's designee,
Sillerman Investment Company II LLC received a warrant for
10,000,000 shares of common stock of Viggle, which may be
exercised at any time within 60 months of the issuance date at
$1.00 a share.  The Guarantee Warrant contains a piggyback
registration right with respect to the underlying common shares
which may be issued if it is exercised.  The Company will book
compensation expense in the third fiscal quarter of approximately
$5,551,000 related to the Guarantee Warrant issued to SIC II, as
Mr. Sillerman's designee.

The Board of Directors also approved for purposes of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended
the acquisition of the Guarantee Warrant by Mr. Sillerman, a
director of the Company, and SIC II, a director of the Company by
deputization for purposes of securing an exemption for the
transactions from the provisions of Section 16(b) of the Exchange
Act pursuant to Rule 16b-3 thereunder.

* Amended and Restated $25,000,000 Line of Credit

On March 11, 2013, Viggle and SIC II, an affiliate of the
Company's Executive Chairman and Chief Executive Officer, entered
into an amended and restated line of credit to the Company, which
modified the existing $25,000,000 Line of Credit to reduce the
interest rate from 14% per annum to 9% per annum and provide, as
security for the Company's obligations, a pledge of the Company's
assets pursuant to a security agreement.  In addition the Company
entered into a subordination agreement by which the repayment and
the security for the New $25,000,000 Line of Credit was
subordinated to the repayment of the DB Line.

The Company may, from time to time, draw on the New $25,000,000
Line of Credit in amounts of no less than $1,000,000, provided
that the outstanding principal balance under the DB Line and the
New $25,000,000 Line of Credit may not exceed $25,000,000.  The
Company is not permitted to draw on the New $25,000,000 Line of
Credit more than once per month.  Interest will accrue on all
unpaid principal amounts drawn under the New $25,000,000 Line of
Credit Note at a simple interest rate equal to 9% per annum, with
interest being compounded semi-annually and paid at maturity.  The
Company intends to first draw under the DB Line until fully drawn.

The New $25,000,000 Line of Credit matures on the earlier to occur
of (i) Feb. 11, 2015, or (ii) a change of control transaction.  At
maturity, the Company must pay all principal amounts then
outstanding, plus all accrued and unpaid interest thereon.  The
Company may prepay at any time, without penalty.

If an event of default occurs, all amounts due under the New
$25,000,000 Line of Credit are due and payable immediately.
Events of default include the non-payment of amounts due, certain
bankruptcy-type events, incorrect material statements made by
Borrower, the Borrower's contest or dispute of any provisions of
the New $25,000,000 Line of Credit, or a material adverse change
in the business plan or prospects of Borrower in the reasonable
opinion of Lender.

Additionally, in the event of draws which exceed the DB Line
maximum of $10,000,000, the lender under the New Line of Credit
will receive 100,000 warrants to purchase the Company's common
stock for every $100,000 drawn down and funded to the Company.
These warrants will be exercisable at a price of $1.00 per share
and will expire five years after issuance.  To the extent there
are participants other than SIC II who agree to fund a portion of
the New $25,000,000 Line of Credit, those participants will be
responsible for a pro rata share of each draw and receive the same
number of warrants for each $100,000 drawn from them.

* $20,000,000 Line of Credit Exchange

As previously reported, the Company and Sillerman Investment
Company LLC entered into a Line of Credit Grid Promissory Note on
June 29, 2012, which was subsequently amended.  The $20,000,000
Line of Credit Note was fully drawn, so that the Company owed SIC
$20,781,746 thru March 11, 2013, in outstanding principal and
accrued interest.  On March 11, 2013, SIC exchanged the
$20,000,000 Line of Credit Note for an 8% Convertible Secured
Note, in the principal amount of $20,781,746.  The 8% Note is
subordinated in repayment and security to the DB Line and the New
$25,000,000 Line of Credit, provides for an interest rate to 8%
(as opposed to the 9% interest rate in the $20,000,000 Line of
Credit Note), and matures on March 11, 2016 (as opposed to the
June 29, 2013, maturity date for the $20,000,000 Line of Credit
Note).  The exchange was made pursuant to an exchange agreement,
which provided for the issuance of 40,000 shares of the common
stock of the Company, par value $0.001 per share for each $100,000
in principal amount of the Original Note so exchanged, so that the
Company issued to SIC 8,312,699 shares of Common Stock in
connection with that exchange.  The Company will book compensation
expense in the third fiscal quarter of approximately $7,481,000
related to the warrants issued to SIC.  In addition, the Exchange
Agreement permits the Company to issue up to an additional
$29,300,000 of additional 8% Convertible Secured Notes on the same
terms.

The 8% Note is convertible into shares of Common Stock in
accordance with the terms of an Exchange Agreement, by and between
the Company and SIC.

The Exchange Agreement provides for holders of the 8% Notes to
have piggyback registration rights for the shares of Common Stock
into which the 8% Notes may be converted.

* Secured Convertible 8% Notes

Pursuant to the Exchange Agreement, the Company issued $20,781,746
of 8% secured convertible notes, which will mature on March 11,
2016.

The 8% Notes provide for 8% simple interest per annum, payable on
each anniversary of the issuance date thereof in cash or common
stock of the Company or any combination thereof, at the Company's
discretion.  If the Company elects to pay that interest in shares
of its common stock, then the value of the shares to be delivered
will be based on the average of the closing sale prices of the
Common Stock for the 15 Trading Days immediately preceding such
Interest Date.  From and after the occurrence and during the
continuance of any event of default under the 8% Notes, the
interest rate is automatically increased to 12%.

The 8% Note may, at any time at the option of the holder thereof,
be converted into shares of the Company's common stock at a
conversion price equal to $1.25 per share, subject to customary
adjustments for stock splits, combinations, dividends, or
recapitalization.

The 8% Notes provide for the Company to be able to issue up to an
additional $29,300,000 of 8% Notes on the same terms and maturing
on the same date.

If an event of default occurs under the 8% Note, each holder has
the right to require the Company to repay all or any portion of
its note.  Events of default under the 8% Notes include payment
defaults, and certain bankruptcy-type events involving the
Company.

* Security Agreement and Subordination Agreements

Each of the New $25,000,000 Line of Credit and the 8% Notes were
secured by all assets of the Company, pursuant to respective
security agreements in favor of Robert F.X. Sillerman, as
Collateral Agent for each lender, with the 8% Note being
subordinated in repayment and security to the New $25,000,000 Line
of Credit.  SIC II and SIC, each as lender, delivered a
subordination agreement to the DB Line holder by which the
repayment and security therefor was subordinated to repayment of
the DB Line.  Each Subordination Agreement provides that the
Company's notes or Security Agreements may not be modified or
amended in any manner which would affect the subordination to the
DB Line and that the issuance of new or replacement notes may only
be done upon the execution in a form similar to that previously
issued and upon specific execution of a new Subordination
Agreement by the new or replacement lender.

* Special Committee Action

Because the transactions were between the Company and Robert FX
Sillerman or  an affiliate of Robert F.X. Sillerman, who is the
Executive Chairman and Chief Executive Officer of the Company, the
Company formed a special committee of independent directors to
review the proposed transactions.  that special committee reviewed
and unanimously approved those transactions.

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

                        http://is.gd/hbot0q

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VITESSE SEMICONDUCTOR: Stockholders Elect 7 Directors
-----------------------------------------------------
Vitesse Semiconductor Corporation held its 2013 annual meeting of
stockholders in Westlake Village, California, on March 7, wherein
seven directors were elected to hold office until the 2014 annual
meeting or until their successors are elected and qualified,
namely:

   (1) Matthew B. Frey;
   (2) Christopher R. Gardner;
   (3) Steven P. Hanson;
   (4) James H. Hugar;
   (5) Scot B. Jarvis;
   (6) Edward Rogas, Jr.; and
   (7) Kenneth H. Traub.

Also at the annual meeting, the stockholders voted for approval of
the Vitesse Semiconductor Corporation 2013 Incentive Plan, voted
for approval of the compensation of the Company's executive
officers, and voted to ratify the selection of BDO USA, LLC, as
the Company's independent registered public accounting firm for
the fiscal year ending Sept. 30, 2013.

The 2013 Incentive Plan was adopted by the Company's Board of
Directors on Jan. 14, 2013.  Under the plan, the Company is
authorized to grant equity-based awards in the form of stock
options, restricted common stock, restricted stock units, stock
appreciation rights, and other stock based awards to employees,
directors and consultants of Vitesse and its subsidiaries.

The 2013 Incentive Plan authorizes the issuance of 6,700,000
shares of the Company's common stock.  In addition to the new
shares authorized for issuance under the 2013 Incentive Plan,
shares subject to awards outstanding under the 2010 Vitesse
Semiconductor Corporation Incentive Plan and the Vitesse
Semiconductor Corporation 2001 Stock Incentive Plan (of which
there were 2,833,602 shares as of January 11, 2013) may become
available for issuance under the 2013 Incentive Plan to the extent
that these shares cease to be subject to the awards.

The plan may be administered by the Company's Board of Directors
or by committees of the Board.  The plan is currently administered
by the Board's Compensation Committee.

A copy of the 2013 Incentive Plan is available for free at:

                       http://is.gd/QOlpLy

The Company filed a Form S-8 relating to the registration of 9.4
million shares of common stock issuable under the Company's 2013
Incentive Plan at a proposed maximum aggregate offering price of
$19.8 million.  A copy of the prospectus is available at:

                       http://is.gd/WJKrUn

                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Dec. 31, 2012, showed
$70.73 million in total assets, $79.69 million in total
liabilities and a $8.96 million total stockholders' deficit.


WELCH ENTERPRISES: Hires Barry Friedman as Counsel
--------------------------------------------------
Welch Enterprises, LLC asks the U.S. Bankruptcy Court for
permission to employ Barry A. Friedman, Esq., at Barry A. Friedman
& Associates, PC, as its attorney.

Friedman will, among other things, take appropriate action with
respect to secured and priority creditors, take action with
respect to possible voidable preferences and transfers, and
prepare on behalf of the Debtor necessary petitions, answers,
pleadings before the court whatever issues are deemed necessary.

To the best of the Debtor's knowledge, Friedman represents to
interest adverse to the Debtor.

Friedman's hourly rates were not disclosed in the application.

Welch Enterprises, LLC, a Grove Hill, Alabama-based logging
company, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No.
13-00255) in Mobile, Alabama, on Jan. 25, 2013.  The Debtor
disclosed $13.3 million in assets and $1.41 million in liabilities
in its schedules.


WEST CORP: Amends 21.3 Million Common Shares Prospectus
-------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission amendment no. 13 to the Form S-1 registration statement
relating to the offering 21,275,000 shares of common stock.  The
Company anticipates that the initial public offering price per
share will be between $22.00 and $25.00.

The Company has applied to list its common stock on the Nasdaq
Global Select Market under the symbol "WSTC."

A copy of the Form S-1, as amended, is available for free at:

                        http://is.gd/8756Jl

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation reported net income of $125.54 million in 2012,
net income of $127.49 million in 2011, and net income of $60.30
million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $3.44 billion
in total assets, $4.69 billion in total liabilities and a $1.24
billion total stockholders' deficit.

                        Bankruptcy Warning

The Company said the following statement in its 2012 Annual
Report:

"If our cash flows and capital resources are insufficient to fund
our debt service obligations and to fund our other liquidity
needs, we may be forced to reduce or delay capital expenditures or
declared dividends, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness.  We cannot
make assurances that we would be able to take any of these
actions, that these actions would be successful and permit us to
meet our scheduled debt service obligations or that these actions
would be permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities or the
indentures that govern our outstanding notes.  Our senior secured
credit facilities documentation and the indentures that govern the
notes restrict our ability to dispose of assets and use the
proceeds from the disposition.  As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.

If we cannot make scheduled payments on our debt, we will be in
default of such debt and, as a result:

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

   * our debt holders under other debt subject to cross default
     provisions could declare all outstanding principal and
     interest on such other debt to be due and payable;

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

   * we could be forced into bankruptcy or liquidation."

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WILLIAMS LOVE: Law Firm Emerges From Chapter 11 Bankruptcy
----------------------------------------------------------
According to a statement posted at The Lund Report's
thelundreport.org, attorney Mike Williams said March 14 his
Portland law firm has successfully emerged from its Chapter 11
bankruptcy.  The firm's plan of reorganization was confirmed and
became effective late last year.  The case is expected to be
formally closed in April.  Williams reported all of the law firm's
creditors have been paid in full with interest, and the firm is
back on solid financial ground.

"You can certainly say that Williams Love O'Leary & Powers is one
of the few, if not the only, law firm to emerge from a Chapter 11
Reorganization as an independent, operating entity," said Albert
Kennedy of Tonkon Torp, the firm's bankruptcy attorney.  "This is
the only case in the United States, as far as I know, where a law
firm has successfully reorganized in the sense that all creditors
were paid in full and the firm survived. Other law firm
bankruptcies have resulted in liquidation and losses to the
creditors."

According to The Oregonian, te same prolonged legal battle with
Pfizer Inc. that forced the law firm to file for bankruptcy in
2011 also resulted in a settlement sufficient to pay its bills,
although exact terms of the settlement reached last year are
confidential.

Williams emphasized that the firm has maintained its position as a
nationally recognized leader in pharmaceutical mass tort
litigation. He said the process provided the breathing space the
firm needed to continue to provide its clients with service of the
highest quality and standards. "It is such a relief to tell our
friends and business partners that the cash flow problems are
behind us," said Williams.

The firm filed Chapter 11 bankruptcy in August 2011. The firm's
cash flow was enough to support ongoing operation expenses but not
enough to pay off the full amount of bank loans due at the same
time. Williams explained the financial difficulties were brought
on by the firm's work on lawsuits on behalf of post-menopausal
women who developed breast cancer and other diseases resulting
from dangerous hormone replacement therapy drugs. Over the past
several months, many of those lawsuits have settled.

The law firm continued to operate normally while in Chapter 11,
working on hundreds of hormone therapy claims and other cases in
courts across the country. The firm has emerged from Chapter 11
stronger than ever and remains committed to helping consumers
harmed by dangerous drugs, medical devices and procedures.

The firm continues to fight on behalf of women who have suffered
unnecessary breast cancers caused by dangerous combinations of
drugs for hormone replacement therapy. Williams said doctors do
not always adequately warn their menopausal patients of the risks
of certain hormonal drug combinations or inform their patients of
the safer alternatives. The problem, he said, are the synthetic,
chemically produced, counterfeit versions of the natural human
hormone, progesterone. These "progestins" are synthetic imitations
of the human hormone and increase the risk of breast cancer.
Meanwhile, oral micronized progesterone (Prometrium(R) and its
generic equivalents) is a safe, natural hormone drug, identical to
human progesterone. It is approved by the FDA for use in
menopausal women and has been available for many years.

The menopausal drugs that cause breast cancer and which Williams
believes should be pulled from the market include Activella,
Femhrt, Combipatch and Climara Pro.

                About Williams Love O'Leary & Powers

Williams, Love, O'Leary & Powers, P.C. is a law firm specializing
in the areas of medical and pharmaceutical products liability and
mass tort litigation.  Based in Portland, Oregon, Williams Love,
fdba Williams, Dailey & O'Leary, P.C., dba WLOP and WDO.com, filed
for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 11-37021) on
Aug. 14, 2011.  Judge Elizabeth L. Perris presides over the case.
The Debtor disclosed $8,602,955 in assets and $6,734,830 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Michael L. Williams, its president.  Albert N. Kennedy, Esq.,
and Michael W. Fletcher, Esq., at Tonkon Torp LLP, in Portland,
Oregon, represent the Debtor as counsel.

In September 2012, Judge Perris said she would confirm the third
amended Chapter 11 plan of Williams Love.  Sterling Savings Bank
voted in favor of the Debtor's plan.


WIZARD WORLD: Amends 2011 Form 10K and Quarterly Reports
--------------------------------------------------------
Wizard World, Inc., filed an amendment no. 1 to its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011, filed with
the U.S. Securities and Exchange Commission on April 16, 2012, to
furnish Exhibit 101 to the Form 10-K in accordance with Rule 405
of Regulation S-T.  No other modifications or changes have been
made to the Form 10-K.  The Amendment speaks as of the original
filing date of the Form 10-K, does not reflect events that may
have occurred subsequent to the original filing date and does not
modify or update in any way disclosures made in the original Form
10-K.  A copy of the Amended Form 10-K is available for free at:

                         http://is.gd/ffmWdY

The Company also filed amendments to its quarterly reports for
the:

   (a) period ended Sept. 30, 2011, filed with the Securities and
       Exchange Commission on March 13, 2012, a copy of which is
       available for free at http://is.gd/LIGXwt

   (b) period ended March 31, 2012, filed with the Securities and
       Exchange Commission on May 15, 2012, a copy of which is
       available for free at http://is.gd/TVQuBB

   (c) period ended June 30, 2012, filed with the Securities and
       Exchange Commission on Aug. 14, 2012, a copy of which is
       available for free at http://is.gd/Qe72CR

   (d) period ended Sept. 30, 2012, filed with the Securities and
       Exchange Commission on Nov. 14, 2012, a copy of which is
       available for free at http://is.gd/HSdGEN

The purpose of the amendments were to furnish Exhibit 101 to the
Forms 10-Q in accordance with Rule 405 of Regulation S-T.

                        About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.

The Company's balance sheet at Sept. 30, 2012, showed $2.58
million in total assets, $6.78 million in total liabilities and a
$4.19 million total stockholders' deficit.

"As reflected in the accompanying consolidated financial
statements, the Company had an accumulated deficit at
September 30, 2012, and had a net loss for the interim period then
ended.  These factors raise substantial doubt about the Company's
ability to continue as a going concern," according to the
Company's quarterly report for the period ended Sept. 30, 2012.


WORLDWIDE FOREIGN: Updated Case Summary & Creditors' Lists
----------------------------------------------------------
Lead Debtor: Worldwide Foreign Auto Parts
             dba Swift Auto Parts I
             679 Broadway
             Massapequa, NY 11758

Bankruptcy Case No.: 13-71273

Chapter 11 Petition Date: March 15, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtors' Counsel: John H Hall, Jr., Esq.
                  PRYOR & MANDELUP, LLP
                  675 Old Country Road
                  Westbury, NY 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333-7333
                  E-mail: jh@pryormandelup.com

Scheduled Assets: $1,501,623

Scheduled Liabilities: $3,974,372

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                           Case No.
     ------                           --------
Brothers Realty of N.Y., Inc.        13-71274
  Assets: $875,000
  Debts: $562,503
Swift Auto Parts II, Inc.
    d/b/a Swift Plainview            13-71276
  Assets: $62,430
  Debts: $2,028,025
Swift Auto Parts III, Inc.
    d/b/a Swift Mineola              13-71277
  Assets: $625,904
  Debts: $1,740,227
Swift Auto Parts IV, Inc.
    d/b/a Swift Lindenhurst          13-71278
Swift Management Company             13-71279
Commodities Interntional, Inc.       13-71280
MoMaCo International, Inc.           13-71281

The petitions were signed by Ira Steinberg, president.

A. A copy of Worldwide Foreign Auto Parts' list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/nyeb13-71273.pdf

B. A copy of Brothers Realty's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb13-71274.pdf

C. A copy of Brothers Swift Auto Parts II's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/nyeb13-71276.pdf

D. A copy of Brothers Swift Auto Parts III's list of its 20
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/nyeb13-71277.pdf


XTREME IRON: Creditor Asks Court to Prohibit Cash Collateral Use
----------------------------------------------------------------
Creditor Caterpillar Financial Services Corporation has asked the
U.S. Bankruptcy Court for the Northern District of Texas to revoke
its second order granting Areya Holder, the motion of Chapter 11
trustee for Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC's
bankruptcy estate, interim use of cash collateral.  Caterpillar
Financial also asked the Court to prohibit cash collateral use.

Caterpillar Financial holds a security interest in 71 units of
Caterpillar heavy equipment.  The security interests and rights of
Caterpillar Financial include security interests in proceeds of
the equipment, including expressly leases of the equipment.

Caterpillar Financial said that it has rights in rents generated
by the Debtors from leases and rental agreements of their
respective equipment collateral.  "Rents generated by the Debtor
from lease of Caterpillar Financial's equipment
collateral are clearly 'cash collateral", Caterpillar Financial
stated.

Caterpillar Financial moved to prohibit the Debtors from using its
cash collateral, and on Sept. 11, 2012, the Court granted that
motion.  That order, said Caterpillar Financial, remains in
effect.

On Nov. 1, 2013, the Chapter 11 Trustee sought court authorization
to use cash collateral.  The Court granted interim authorization
for the Trustee to use Caterpillar Financial's cash collateral
during October and November 2012.  A continued hearing on the
Chapter 11 Trustee's motion was held on Nov. 26, 2012, wherein the
Chapter 11 Trustee sought authority to use Caterpillar Financial's
cash collateral for December 2012 and January 2013, for the
purpose of paying the disbursements listed in the Chapter 11
Trustee's budget.  The motion was opposed by Caterpillar
Financial, but the Court granted the motion.  The second interim
order and budget authorized the Chapter 11 Trustee to expend
itemized disbursements which totaled $225,407.96 for December and
$309,308.87 for January 2013.

Caterpillar Financial said that the Chapter 11 Trustee didn't seek
authorization to use cash collateral for February and March 2013,
and the Chapter Trustee's authorization to use cash collateral
expired on Jan. 31, 2013.

Under the second interim order, neither Tri-Core Leasing, LLC, nor
Core Iron, LLC, has any possessory interests or rights in
Caterpillar Financial's Collateral.  The Chapter 11 Trustee won't
make a lease or any other contract that grants any rights of
possession in the in Caterpillar Financial's Collateral to Tri-
Core or to Core Iron, or to any other corporation or entity owned
or controlled by Ron Stover.  All rents generated from Caterpillar
Financial's collateral will be paid to the Chapter 11 Trustee.  No
rents will be collected or received by Tri-Core or Core Iron
Equipment.  "Xtreme Iron" or "Areya Holder, Chapter 11 Trustee for
the bankruptcy estates of Xtreme Iron Holdings, LLC and Xtreme
Iron, LLC" will be the named lessor for all rental contracts for
the use of Caterpillar Financial's collateral.  No rental
agreements with customers will be made in the names of Tri-Core or
Core Iron or any other corporation or entity other than "Xtreme
Iron" or "Areya Holder, Chapter 11 Trustee for the bankruptcy
estates of Xtreme Iron Holdings, LLC and Xtreme Iron, LLC."

According to Caterpillar Financial, the Chapter 11 Trustee didn't
comply with the second interim order and budget.

Testimony of the Chapter Trustee at a hearing in this case on
Feb. 7, 2013 and documents furnished by the Chapter 11 Trustee
show that: (i) all customer rental contracts concerning
Caterpillar Financial's equipment collateral made or dated after
the date of the appointment of the Trustee name "Core Iron
Equipment, LLC" as lessor and none name either Xtreme Iron or the
Trustee as lessor; (ii) the Chapter 11 Trustee was aware of this
at the end of November 2012 and permitted this situation to
continue throughout December and January, and remains so as of the
date of this motion; and (iii) the Chapter 11 Trustee didn't use
the authorization to spend cash collateral, which she was
granted in the second interim order, and paid only small amounts
in December and January toward the operating expenses listed in
the budget, and instead simply accumulated receipts.

Caterpillar said that the Court shouldn't authorize the Chapter 11
Trustee to use its cash collateral unless it is afforded adequate
protection.  The second interim order provided that, as adequate
protection for the cash collateral use, Caterpillar Financial was
granted a replacement lien and security interest in post-petition
assets of the estate, against any diminution in its secured claims
from the Trustee's use of cash collateral.  "This replacement lien
does not attach to Customer Rental Contracts in the name of Core
Iron Equipment, LLC, and rents payable thereon.  Making customer
rental contracts in a name other than Xtreme Iron or Areya Holder,
Trustee of the Estates of Xtreme Iron, defeats the replacement
lien and deprives Caterpillar Financial of adequate protection
afforded by the second interim order.

On Jan. 10, 2013, Caterpillar Financial asked the Court to compel
the Chapter 11 Trustee to turn over to its equipment collateral,
saying that, among other things, it is entitled to have possession
of its equipment pursuant to a pre-bankruptcy judgment of a Texas
court which awarded possession of the equipment to Caterpillar
Financial.

Caterpillar Financial is represented by:

      John Mayer
      Ross, Banks, May, Cron & Cavin, P.C.
      2 Riverway, Suite 700
      Houston, Texas 77056
      Tel: (713) 626-1200
      Fax: (713) 623-6014
      E-mail: jmayer@rossbanks.com

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


XTREME IRON: Court Denies Creditor's Bid for Conversion
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
denied creditor Caterpillar Financial Services Corporation's
motion to convert Xtreme Iron Holdings, LLC, and Xtreme Iron,
LLC.'s bankruptcy cases to Chapter 7, or in the alternative to
dismiss the cases.

Caterpillar Financial stated that the Debtors' must be converted
to Chapter 7 or dismissed due to: (i) failure to file operating
reports and other reports; (ii) continuing loss or diminution of
the estate and no reasonable likelihood of rehabilitation; and
(iii) failure to file a disclosure statement or plan of
reorganization.

Caterpillar Financial, which holds a perfected security interest
in seventy-one units of Caterpillar heavy equipment, said that
during the six months since the commencement of these cases, only
one operating report has been filed, and that was for July 2012.
The Debtors and Chapter 11 Trustee Areya Holder have not requested
an extension of time to file the reports or shown an excuse for
failure to file the reports, Caterpillar Financial said.

Information which was furnished by the Debtors and by the Chapter
11 Trustee show that the estate has sustained negative results of
operations and negative cash flow for four of the five months
during which these cases have been pending, for which monthly
operating reports are due.  The reports show negative results of
operations for the months of July 2012, August 2012, October 2012
and November 2012.  The results of operations for the month of
September have not been reported by either the Debtors or the
Chapter 11 Trustee.  The Monthly Operating Report filed by the
Debtors for July 2012 disclosed that the Debtors sustained a net
loss for July 2012 in the amount of $84,030.14.

Caterpillar Financial claimed that the only remaining assets of
the Debtors are the 49 units of Caterpillar Financial's equipment
collateral which remain in the possession of the Chapter 11
Trustee, customer rental contracts and rent receivables generated
from that equipment, and some old accounts receivable.  Everything
else related to the business operations of Xtreme Iron, including
premises leases, employees, and customer relations were
transferred to Core Iron Equipment, LLC, and Tri-Core Leasing,
LLC.  Core Iron and Tri-Core Leasing are owned and controlled by
Ron Stover and other principals of the Debtors.

Caterpillar Financial stated that more than six months have passed
since the filing of the Debtors' petitions and the Chapter 11
Trustee has not filed a proposed disclosure statement or a
proposed plan of reorganization.

The Chapter 11 Trustee objected to Caterpillar Financial's motion
for conversion or dismissal of the case, saying that she
investigated various transactions involving Caterpillar Financial
and the Debtors and uncovered what appears to be substantial
fraudulent-obligation and fraudulent-transfer causes of action
against Caterpillar Financial.  The Chapter 11 Trustee asked
Caterpillar Financial for information and explanation of these
potential causes of action, but it refused to provide any
information and has objected to the Chapter 11 Trustee's "2004
motions," asking for the examinations of three people intimately
involved in the suspect transactions.  In addition, the Debtors
assert that Caterpillar Financial interfered with estates'
business operations and customers during these cases, causing
damage to the estates.  "The cases should not be converted until
there is further investigation and Court intervention on these
suspect transactions," the Chapter 11 Trustee stated.

According to the Chapter 11 Trustee, the equipment in which
Caterpillar Financial asserts an interest is insured.  Caterpillar
Financial has possession of 21 pieces of that equipment.
Approximately 23 pieces of equipment are idle right now, while
approximately 26 pieces of equipment are "on rent" generating
income for the estate, the Chapter 11 Trustee said.

The Chapter 11 Trustee has discussed a potential transaction
involving the equipment allegedly secured by Caterpillar
Financial's liens with approximately 4-8 parties.  The Chapter 11
Trustee said that she has received two letters of intent, and is
told that she will receive another two.

The Chapter 11 Trustee stated that she believes an asset sale is
in the best interests of the estates.

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


ZALE CORP: Reports $41.2 Million Net Earnings in Jan. 31 Quarter
----------------------------------------------------------------
Zale Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net
earnings of $41.21 million on $670.75 million of revenue for the
three months ended Jan. 31, 2013, as compared with net earnings of
$28.83 million on $663.76 million of revenue for the same period
during the prior year.

For the six months ended Jan. 31, 2013, the Company reported net
earnings of $12.94 million on $1.02 billion of revenue, as
compared with a net loss of $3.03 million on $1.01 billion of
revenue for the same period a year ago.

Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.

The Company's balance sheet at Jan. 31, 2013, showed $1.25 billion
in total assets, $1.06 billion in total liabilities and $193.90
million in total stockholders' investment.

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

                        http://is.gd/XAiE6X

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/


ZOGENIX INC: Incurs $47.4 Million Net Loss in 2012
--------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$47.38 million on $44.32 million of total revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $83.90 million
on $37.57 million of total revenue during the prior year.

For the three months ended Dec. 31, 2012, the Company incurred a
net loss of $643,000 on $9.49 million of total revenues, as
compared with a net loss of $23.70 million on $7.90 million of
total revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $80.68
million in total assets, $66.21 million in total liabilities and
$14.47 million in total stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Roger Hawley, chief executive officer of Zogenix, stated, "2012
was an important year of development for the Company.  We drove
18% growth in net product sales of SUMAVEL DosePro and
transitioned to a new co-promotion partner, Mallinckrodt, that is
well positioned to work with our team to further expand product
adoption in 2013.

"We continue to move forward with launch preparations for Zohydro
ER while we wait for further communication from the FDA on the
NDA.  We believe that Zohydro ER, an extended-release hydrocodone
formulation without acetaminophen, meets an important medical need
based on its safety and efficacy profile.  If approved, we
anticipate launching the product three to four months after
approval."

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

                       http://is.gd/abLzEQ

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.


* Repeat Filers May Confirm Plan Absent Automatic Stay
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Bankruptcy Appellate Panel for the Sixth Circuit
ruled on March 14 ruled that failure to obtain re-imposition of
the automatic stay following a repeat filing does not require
dismissal of a Chapter 13 petition.  U.S. Bankruptcy Judge Joan A.
Lloyd cited cases for the proposition that existence of the stay
is not a prerequisite to continuance of the case or confirmation
of a plan.  The case is In re Dyer, 12-8030, U.S. Bankruptcy
Appellate Panel for the Sixth Circuit (Cincinnati).


* Bankrupts Who Lied on Credit Counseling Can't Seek Case Dismisal
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when bankrupts lied about receiving required credit
counseling, they couldn't later use the lie as grounds for
dismissing the Chapter 7 case when they were better off out of
bankruptcy.  Chief U.S. Bankruptcy Judge Cecelia G. Morris ruled
that the "debtors may not retroactively raise the eligibility
issue to get their case dismissed."  The case is In re Osborne,
11-bk-38122, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).


* Fitch Issues 2012 Global Corporate Rating Transition and Default
------------------------------------------------------------------
Europe's re-entry into recession, weak U.S. growth, and a
deceleration in emerging markets combined to pressure global
financial and industrial credit quality in 2012, according to
Fitch Ratings. Corporate downgrades topped upgrades by a margin of
1.2 to 1.

EU sovereign-related downgrades prolonged a multiyear negative
rating drift for global financial institutions, although the ratio
of downgrades to upgrades improved to 1.4 to 1 from 2.3 to 1 a
year earlier. Across global industrials, downgrades topped
upgrades by a margin of 1.1 to 1, reversing the prior year's
positive skew of 0.6 to 1.

Emerging market (EM) corporate rating trends mirrored sovereign
activity, with upgrades topping downgrades for the third
consecutive year - 0.6 to 1 compared with 0.7 to 1 for EM
sovereigns. However, for corporate issuers in advanced economies,
downgrades continued to surpass upgrades - by a margin of 1.7 to 1
in 2012.

Fitch recorded 18 corporate defaults in 2012, up from eight a year
earlier, resulting in an annual sector default rate of 0.65%. The
defaults all carried speculative-grade ratings at the beginning of
the year (all rated 'B+' or below).

The majority of global corporate ratings, 77.8%, remained stable
in 2012. The year's downgrade rate was 12.2% and the upgrade rate,
10%. At year end, 'BBB' rated issuers were the most abundant
across both the mix of Fitch-rated global financial and industrial
entities at 35% and 42% of outstanding ratings, respectively.

Fitch's new study provides data and analysis on the performance of
Fitch's global corporate ratings in 2012 and over the long term,
capturing the period 1990 to 2012. The report provides summary
statistics on the year's key rating transition and default trends.

The study is titled 'Fitch Ratings Global Corporate Finance 2012
Transition and Default Study' and is available on Fitch's web site
under Credit Market Research, at 'www.fitchratings.com'.


* Fitch Says Global Economy Lagging Financial Recovery
------------------------------------------------------
Fitch Ratings says that the recent recovery in financial market
conditions has not been matched by the real economy, so far. Q412
saw the weakest quarterly GDP growth in the eurozone and the US
since the 2009 recession, while spreads on risky assets have
tightened and some major stock markets are near historic peaks. In
its latest quarterly Global Economic Outlook (GEO), Fitch
forecasts global growth of 2.2% in 2013 and 2.8% in 2014 (based on
market exchange rates), down from 2.4% and 2.9% in the previous
GEO.

The agency forecasts growth of just 1.0% for major advanced
economies (MAE) in 2013, followed by only a modest and gradual
acceleration to 1.9% in 2014.

"The global economy should benefit from receding tail risks
related to the US fiscal cliff, eurozone break-up and a China hard
landing; and the gradual progress with private sector rebalancing
in various MAEs, supported by ultra-loose monetary policy," says
Gergely Kiss, Director in Fitch's Sovereign team. Nevertheless,
weak business and consumer confidence, high debt burdens and on-
going fiscal consolidation in many countries will weigh on the
recovery.

In the US, the unexpectedly weak GDP outturn in Q412 was mainly
due to temporary effects, such as the sharp downturn in federal
spending and fall in inventories. However, improvements in the
labour and housing markets provide a foundation for more robust
recovery. Fitch has revised down its forecast for growth in 2013
to 1.9% from 2.3% due to the negative base effect from Q412 and
the impact of the sequester, while the 2014 forecast of 2.8% is
unchanged.

The eurozone recession deepened in Q412, with a 0.6% qoq
contraction, despite the marked reduction in financial tension in
the periphery. Core countries, including Germany, also suffered
falls in output. Fitch expects a slow if uneven recovery to take
root from mid-2013 supported by an easing in the pace of fiscal
austerity and financial stress. However, elevated debt burdens,
structural rigidities and high unemployment will constrain the
pace of the recovery and pose downside risks. Fitch has revised
down its forecast for both 2013 and 2014 and now expects GDP to
contract by 0.5% in 2013, followed by 1.0% growth in 2014, while
unemployment will remain above 12% until 2014.

Fitch is more optimistic about the Japanese economy in the short
term due to the boost from 'Abenomics', the new reflationary
policy strategy. Monetary easing guided by the new inflation
target, fiscal stimulus enacted in the supplementary budget and
the significant depreciation of the yen will boost GDP growth to
1.9% in 2013. Ultimately, the success of the new monetary policy
regime will depend on its effect on the yen, inflation
expectations and bond yields.

Emerging markets continue to outpace MAEs, although several face
significant growth and rebalancing challenges. Recent data has
confirmed Fitch's view that China will avoid a hard landing. The
agency maintains its 8% GDP forecast for 2013, followed by 7.5% in
2014, broadly in line with non-inflationary trend growth. In
Brazil and India, growth will accelerate from 2012 cyclical
troughs, but Fitch has revised down 2013 growth forecasts since
the previous GEO to 3% and 6%, respectively. Russia's growth is
forecast to slow to 3.2% in 2013 (its second weakest in 15 years)
before picking up to 3.7% in 2014.

In this edition of the GEO, Fitch analysed the impact of exchange
rate movements on growth. Fitch views the risk of a destabilising
so-called currency war as moderate and considers the recent
exchange rate movements of major global currencies as broadly
consistent with macroeconomic fundamentals. The report illustrates
the potential impact of sudden shifts in exchange rates and
estimates that a 10% appreciation of a country's real exchange
rate would reduce GDP in the range of 0.5%-2% for MAEs, depending
mainly on the openness of the economy. Nominal exchange rate
changes would typically have less of an impact due to some pass-
through to inflation.

Fitch expects average MAE inflation to be below 2% in 2013 and
2014 and for major central banks to maintain record low interest
rates throughout 2013 and, in line with the Fed's guidance, beyond
2014 in the US.

The full report, entitled "Global Economic Outlook", is available
at www.fitchratings.com

To complement the release of the GEO, Fitch has also published a
datasheet containing the agency's latest macroeconomic forecasts
by country and region.


* Fitch Reports Mixed Performance in 2012 Global SF Rating
----------------------------------------------------------
Global structured finance (SF) rating and impairment activity
varied widely by sector and rating category in 2012, according to
Fitch Ratings. Downgrades overall remained in line with 2011;
however, the number of active ratings declined year over year by
close to 20%, and this contributed to a higher overall SF
downgrade rate of 37% versus 31% in 2011. Upgrades remained muted,
affecting 2% of ratings.

The U.S. RMBS sector continued to account for the vast majority of
downgrades with 80% in 2012. These were due to a combination of
the expansion of Fitch's U.S. RMBS loan loss model to the subprime
and Alt-A sectors and adverse selection in remaining U.S. prime
pre-2005 pools. The application of rating caps to Spanish RMBS
ratings following Fitch's sovereign downgrade also negatively
affected RMBS rating performance.

The SF impairment rate declined to 5.4% in 2012 from 9.4% in 2011.
There were no impairments recorded in any SF sector at the 'AAAsf'
level in 2012. The impairment rate remained low across investment-
grade (IG) bonds at 0.11% in 2012, compared with 18.5% at the non-
investment-grade (NIG) level. Moreover, there were no IG
impairments reported in the ABS or structured credit (SC) sectors.
The IG RMBS impairment rate was 0.15% and the CMBS rate 0.10% in
2012.

Fitch's latest study provides data and analysis on the performance
of its global SF ratings in 2012 and over the long term, covering
the period 1990-2012. The report provides summary statistics on
the year's key rating transition and impairment trends. The
methodology used has changed in the 2012 report to allow for a
more detailed depiction of SF rating performance, by including
rating migrations to Paid in Full (PIF) and Withdrawn (WD).

The study is titled, 'Fitch Ratings Global Structured Finance 2012
Transition and Default Study' is available at www.fitchratings.com


* Laurie Silverstein Named American College of Bankruptcy Fellow
----------------------------------------------------------------
The American College of Bankruptcy recently announced that Laurie
Selber Silverstein, partner and chair of the Bankruptcy and
Corporate Restructuring practice at Potter Anderson & Corroon LLP,
was set be inducted as a Fellow of the College on March 15, 2013
in Washington, D.C.  She is one of 39 nominees being honored and
recognized for professional excellence and exceptional
contributions to the fields of bankruptcy and insolvency.

Ms. Silverstein primarily represents non-debtor entities,
including corporate secured and unsecured creditors, creditors'
committees, agents to syndicated lending groups, commercial
lenders and lender groups and acquirers in connection with
bankruptcy and restructuring matters in a variety of industries
and market sectors.  She is The Best Lawyers(R) 2013 Lawyer of the
Year, Litigation ? Bankruptcy, Wilmington, DE and is nationally
recognized for her bankruptcy work by industry ranking
organizations including Chambers USA, The Best Lawyers in America
and Practical Law Company.

The American College of Bankruptcy is an honorary professional and
educational association of bankruptcy and insolvency
professionals.  The College plays an important role in sustaining
professional excellence.  College Fellows include commercial and
consumer bankruptcy attorneys, insolvency accountants, turnaround
and workout specialists, law professors, judges, government
officials and others involved in the bankruptcy and insolvency
community.  The College currently has 821 Fellows, each selected
by a Board of Regents from among recommendations of the Circuit
Admissions Council in each federal judicial circuit and specially
appointed Committees for Judicial and Foreign Fellows.

                  Potter Anderson & Corroon LLP

Potter Anderson & Corroon LLP -- http://www.potteranderson.com--
is based in Wilmington, Delaware, and provides legal advice to
some of the largest national and multinational corporations, as
well as to local and state businesses, governmental and non-profit
entities and individuals.  Attorneys at Potter Anderson,
Delaware's oldest law firm, have extensive experience in various
areas of Delaware law and with key Delaware courts.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-        Total
                                 Total     Holders'      Working
                                Assets       Equity      Capital
  Company          Ticker         ($MM)        ($MM)        ($MM)
  -------          ------       ------     --------      -------
ABSOLUTE SOFTWRE   ABT CN       121.10       (13.94)      (11.22)
ACELRX PHARMA      ACRX US       28.15        (0.33)       13.07
AK STEEL HLDG      AKS US     3,903.10       (91.00)      630.30
AMC NETWORKS-A     AMCX US    2,618.85      (882.35)      524.04
AMER AXLE & MFG    AXL US     2,866.00      (120.80)      271.30
AMER RESTAUR-LP    ICTPU US      33.54        (4.03)       (6.17)
AMERISTAR CASINO   ASCA US    2,074.27       (22.26)      (57.42)
AMR CORP           AAMRQ US  23,510.00    (7,987.00)   (2,232.00)
AMYLIN PHARMACEU   AMLN US    1,998.74       (42.36)      262.95
ARRAY BIOPHARMA    ARRY US      128.37       (31.72)       63.98
ARTISAN PARTNERS   APAM US      287.56      (315.52)         -
AUTOZONE INC       AZO US     6,662.19    (1,550.11)   (1,108.44)
BERRY PLASTICS G   BERY US    5,050.00      (313.00)      482.00
CABLEVISION SY-A   CVC US     7,246.22    (5,626.01)     (319.46)
CAESARS ENTERTAI   CZR US    27,998.10      (331.60)      905.30
CAPMARK FINANCIA   CPMK US   20,085.10      (933.10)         -
CENTENNIAL COMM    CYCL US    1,480.90      (925.89)      (52.08)
CHOICE HOTELS      CHH US       510.77      (548.90)       57.33
CIENA CORP         CIEN US    1,885.17       (78.64)      741.16
CINCINNATI BELL    CBB US     2,872.40      (698.20)      (51.90)
COMVERSE INC       CNSI US      823.24       (28.38)      (48.87)
DELTA AIR LI       DAL US    44,550.00    (2,131.00)   (4,998.00)
DENNY'S CORP       DENN US      324.88        (4.46)      (27.21)
DIRECTV            DTV US    20,555.00    (5,031.00)       13.00
DOMINO'S PIZZA     DPZ US       478.20    (1,335.52)       76.77
DUN & BRADSTREET   DNB US     1,991.80    (1,014.30)     (129.30)
DYAX CORP          DYAX US       55.49       (51.56)       24.43
DYNEGY INC         DYN US     5,971.00    (1,150.00)    1,364.00
EXONE CO/THE       XONE US       27.44        (0.71)       (7.34)
FAIRPOINT COMMUN   FRP US     1,798.00      (220.69)       31.07
FERRELLGAS-LP      FGP US     1,503.00       (42.32)      (22.16)
FIFTH & PACIFIC    FNP US       902.52      (126.93)       36.41
FOREST OIL CORP    FST US     2,201.86       (42.82)     (101.25)
FREESCALE SEMICO   FSL US     3,171.00    (4,531.00)    1,186.00
GENCORP INC        GY US        919.30      (388.80)       49.50
GLG PARTNERS INC   GLG US       400.02      (285.63)      156.94
GLG PARTNERS-UTS   GLG/U US     400.02      (285.63)      156.94
GRAHAM PACKAGING   GRM US     2,947.54      (520.85)      298.45
GRAMERCY CAPITAL   GKK US     2,236.31      (293.14)         -
HCA HOLDINGS INC   HCA US    28,075.00    (8,341.00)    1,591.00
HOVNANIAN ENT-A    HOV US     1,580.31      (481.23)      937.84
HOVNANIAN ENT-B    HOVVB US   1,580.31      (481.23)      937.84
HUGHES TELEMATIC   HUTCU US     110.19      (101.63)     (113.82)
HUGHES TELEMATIC   HUTC US      110.19      (101.63)     (113.82)
INCYTE CORP        INCY US      296.54      (219.95)      141.09
INFOR US INC       LWSN US    5,846.10      (480.00)     (306.60)
IPCS INC           IPCS US      559.20       (33.02)       72.11
ISTA PHARMACEUTI   ISTA US      124.74       (64.84)        2.15
JUST ENERGY GROU   JE US      1,510.84      (273.11)     (287.12)
JUST ENERGY GROU   JE CN      1,510.84      (273.11)     (287.12)
LEHIGH GAS PARTN   LGP US       303.25       (38.07)      (18.92)
LIMITED BRANDS     LTD US     6,427.00      (515.00)      973.00
LIN TV CORP-CL A   TVL US     1,241.41       (88.32)     (182.56)
LORILLARD INC      LO US      3,396.00    (1,777.00)    1,176.00
MANNKIND CORP      MNKD US      251.31      (110.68)      (77.97)
MARRIOTT INTL-A    MAR US     6,342.00    (1,285.00)   (1,298.00)
MEDIA GENERAL-A    MEG US       773.42      (176.22)       37.95
MERITOR INC        MTOR US    2,341.00    (1,011.00)      224.00
MONEYGRAM INTERN   MGI US     5,150.60      (161.40)      (35.50)
MORGANS HOTEL GR   MHGC US      591.16      (137.32)       17.73
NATIONAL CINEMED   NCMI US      810.50      (356.40)      129.60
NAVISTAR INTL      NAV US     8,531.00    (3,309.00)    1,517.00
NPS PHARM INC      NPSP US      151.11       (54.64)       87.90
NYMOX PHARMACEUT   NYMX US        2.14        (7.74)       (1.57)
ODYSSEY MARINE     OMEX US       33.56       (22.16)      (25.41)
ORBITZ WORLDWIDE   OWW US       834.31      (142.66)     (247.67)
ORGANOVO HOLDING   ONVO US        9.04       (27.42)        7.25
PALM INC           PALM US    1,007.24        (6.18)      141.72
PDL BIOPHARMA IN   PDLI US      279.97       (68.12)      172.51
PEER REVIEW MEDI   PRVW US        2.12        (3.40)       (4.00)
PHILIP MORRIS IN   PM US     37,670.00    (1,853.00)     (426.00)
PLAYBOY ENTERP-A   PLA/A US     165.83       (54.43)      (16.90)
PLAYBOY ENTERP-B   PLA US       165.83       (54.43)      (16.90)
PRIMEDIA INC       PRM US       208.02       (91.65)        3.63
PROTECTION ONE     PONE US      562.85       (61.78)       (7.57)
QUALITY DISTRIBU   QLTY US      513.60       (18.44)       77.57
REALOGY HOLDINGS   RLGY US    7,351.00    (1,742.00)     (484.00)
REGAL ENTERTAI-A   RGC US     2,209.50      (698.60)     (129.70)
REGULUS THERAPEU   RGLS US       40.72        (8.46)       20.95
RENAISSANCE LEA    RLRN US       57.05       (28.16)      (31.37)
REVLON INC-A       REV US     1,236.60      (649.30)       88.10
RLJ ACQUISITI-UT   RLJAU US       0.00        (0.01)       (0.01)
RURAL/METRO CORP   RURL US      303.74       (92.10)       72.41
SALLY BEAUTY HOL   SBH US     1,969.93      (157.19)      637.41
SILVER SPRING NE   SSNI US      417.74      (228.78)       43.34
SINCLAIR BROAD-A   SBGI US    2,729.70      (100.05)       (3.15)
TAUBMAN CENTERS    TCO US     3,268.50      (344.93)         -
TESORO LOGISTICS   TLLP US      291.29       (78.48)       50.71
THRESHOLD PHARMA   THLD US       89.52       (13.85)       70.20
TOWN SPORTS INTE   CLUB US      403.91       (55.50)       (7.82)
ULTRA PETROLEUM    UPL US     2,007.35      (577.87)     (388.24)
UNISYS CORP        UIS US     2,420.40    (1,588.70)      482.10
VECTOR GROUP LTD   VGR US     1,086.73       (79.25)      443.90
VERISIGN INC       VRSN US    2,062.48        (9.32)      948.45
VIRGIN MOBILE-A    VM US        307.41      (244.23)     (138.28)
VISKASE COS I      VKSC US      334.74        (3.43)      113.46
WEIGHT WATCHERS    WTW US     1,218.60    (1,665.50)     (229.90)
WESTMORELAND COA   WLB US       936.12      (286.23)      (11.60)


                             *********

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 ***