TCR_Public/130320.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, March 20, 2013, Vol. 17, No. 78

                            Headlines

6371-77 VNB: Case Summary & 15 Largest Unsecured Creditors
710 LONG RIDGE: Union Wants Case Moved to Connecticut
ADEPT TECHNOLOGIES: Has Interim Nod to Use Cash Collateral
AFFYMAX INC: To Reduce Workforce Amid Product Investigation
AMBER HOTEL: Case Summary & 23 Largest Unsecured Creditors

AMERICAN AIRLINES: Execs Defend Merger at Senate Panel Hearing
AMERICAN AIRLINES: JetBlue Seeks to Expand Ties With AMR
AMERICAN AIRLINES: Promotes Bev Goulet as SR. VP & CIO
AMERICAN AIRLINES: Files Rule 2015.3 Report for Dec. 31
AMERICAN AIRLINES: U.S. Trustee Objects to Hikes and Bonuses

AMERICAN PETROLEUM: Moody's Rates $280MM Debt Facility '(P)B2'
AMERICAN SUZUKI: Confirms Modified Chapter 11 Plan
B K HILL: Case Summary & 20 Largest Unsecured Creditors
BAY HARBOR: Voluntary Chapter 11 Case Summary
BEN ENNIS: Court Okays Disclosures Explaining Liquidation Plan

BIOLITEC INC: Files Schedules of Assets & Liabilities
BIOZONE PHARMACEUTICALS: Delays Form 10-K for 2012
CASCADE AG: Nears Plan; In Talks With Whyte's Food for Funding
CASCADE AG: Files Amended Schedules of Assets & Liabilities
CENTERPOINT ENERGY: Fitch Keeps 'BB+' Rating Following Jt. Venture

CENTRAL EUROPEAN: "Favorably Inclined" to Roust Proposal
CENTURYLINK INC: Fitch Rates New $500MM Sr. Unsecured Notes 'BB+'
CENTURYLINK INC: Moody's Rates New Series V Notes 'Ba2'
CENTURYLINK INC: S&P Assigns 'BB' Rating to $500MM Senior Notes
CHAMPION INDUSTRIES: Likely to Default on Debt Covenants

CHARLES SCHWAB: Fitch Affirms 'BB+' Preferred Stock Rating
CHEROKEE SIMEON: Gives Up on Reorganization Due to Cash Woes
CHESAPEAKE ENERGY: Fitch Rates $2.3 Billion Unsecured Notes 'BB-'
CHESAPEAKE ENERGY: Moody's Rates New $2.3-Bil. Senior Notes 'Ba3'
CHESAPEAKE ENERGY: S&P Rates New $2.3BB Sr. Unsecured Debt 'BB-'

COLLEGE BOOK: Trustee Hires Bass Berry & Sims as IP Counsel
COMMUNITY HOME: Disclosure Statement Hearing Moved to March 26
COSTA BONITA BEACH: Can Hire Carlos E. Gaztambide as Appraiser
CRAWFORDSVILLE LLC: Court Approves Indiana Real Estate Counsel
CRAWFORDSVILLE LLC: Court OKs Davis Brown as Litigation Counsel

CV STEEL: Case Summary & 20 Largest Unsecured Creditors
DESERT DERMATOLOGY: Case Summary & 18 Largest Unsecured Creditors
DEX ONE: Reports $35 million Net Loss for Fourth Quarter
DEX ONE: S&P Lowers CCR to 'D' on Plan to File for Chapter 11
DIGERATI TECHNOLOGIES: Obtains Injunction vs. Sonfield

DNL INDUSTRIES: Files Schedules of Assets & Liabilities
DOLE FOOD: Fitch Keeps 'B+' IDR on Rating Watch Positive
DTS8 COFFEE: Incurs $812,800 Net Loss in Jan. 31 Quarter
DUNLAP OIL: Court Okays Waterfall Economidis as Special Counsel
DVORKIN HOLDINGS: Trustee Seeks to Employ CBRE Inc. as Broker

DVORKIN HOLDINGS: Trustee Seeks to Employ NAI Hiffman as Broker
DVORKIN HOLDINGS: Seyfarth Can Represent Trustee in Asset Sales
DYNEGY INC: Full Year 2012 Adjusted EBITDA at $57 Million
DYNEGY INC: To Acquire Ameren's Merchant Generation Business
EAST COAST BROKERS: Files List of Top Unsecured Creditors

EASTMAN KODAK: Offer to Subscribe for Loans Expires
ECOSPHERE TECHNOLOGIES: Names Founder as CEO and Chairman
EL CENTRO: Court Okays Hiring of GlassRatner as Financial Advisor
ELCOM HOTEL: Taps Barthet Firm as Special Collections Lit. Counsel
ELCOM HOTEL: Wants to Hire Benchmark as Management Company

ELCOM HOTEL: Court Okays Hiring of Kozyak Tropin as Ch. 11 Counsel
ELCOM HOTEL: Files Schedules of Assets & Liabilities
EVANS & SUTHERLAND: Faces Defined Benefit Pension Plan Burden
EXTERRAN HOLDING: Moody's Affirms 'Ba2' CFR; Outlook Stable
FAIRWEST ENERGY: Seeks CCAA Stay Extension Until April 26

FIDELITY & GUARANTY: Fitch Assigns 'BB' LT Issuer Default Rating
FIDELITY & GUARANTY: $300MM Notes Issue Gets Moody's 'B1' Rating
FIDELITY & GUARANTY: S&P Rates $300MM Sr. Unsecured Notes 'B+'
FENDER MUSICAL: Moody's Rates $200MM Sr. Secured Term Loan 'B2'
GENE CHARLES: Cash Collateral Hearing Scheduled for March 25

GENTIVA HEALTH: S&P Raises CCR to 'B' & Rates Loans 'B+'
GEOKINETICS INC: Proposes Akin Gump as Counsel
GEOKINETICS INC: Taps Richards Layton as Co-Counsel
GEOKINETICS INC: Has GCG as Claims and Notice Agent
GMX RESOURCES: Delays 2012 Form 10-K for Liquidity Issues

GORDIAN MEDICAL: Court Extends Plan Filing Exclusivity to May 14
GREAT LAKES: In Default of Credit Facility; Delays 10-K Filing
HANOVER INSURANCE: Fitch Affirms BB Subordinated Debentures Rating
HEMCON MEDICAL: Further Amends Chapter 11 Plan
HOSTESS BRANDS: Has Court Approval of 3 Sale Transactions

IDEARC INC: Creditors Seek to Resurrect $9.9-Bil. Suit
INOVA TECHNOLOGY: Incurs $3.5 Million Net Loss in Jan. 31 Quarter
ISTAR FINANCIAL: Fitch Affirms 'CCC-' Preferred Stock Rating
JEFFERIES FINANCE: S&P Assigns 'BB-' Issuer Credit Rating
JOHN'S FAMILY: Voluntary Chapter 11 Case Summary

KBI INDUSTRIES: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: Giants Stadium Seeks OK of Discovery Protocol
LEHMAN BROTHERS: Elliott Drops Bid for $3.2-Bil. Payment
LEHMAN BROTHERS: LBI Taps Bonn Steichen as Special Counsel
LEHMAN BROTHERS: Liquidators, Trustee Agree to Stay Suits

LEONARD A. FARBER: Radiation Oncology Center Files in New York
LIBERACE FOUNDATION: Exclusive Period Extension Hearing April 10
LIBERTY MEDICAL: Has Court OK to Use Cash Collateral Until April 4
LIBERTY MEDICAL: Committee Taps Lowenstein Sandler as Counsel
LIBERTY MEDICAL: Committee Hires Stevens & Lee as Co-Counsel

LIFECARE HOLDINGS: To Proceed with Sale to Senior Lenders
LODGENET INTERACTIVE: Deregisters Unsold Securities
LP DOYLE: Case Summary & 20 Largest Unsecured Creditors
MALLINCKRODT PLC: Moody's Assigns 'Ba2' CFR; Outlook Stable
MENDOCINO COAST: Stipulation on Use of Cash Collateral Approved

MAGNUM HUNTER: Delays Annual Report Filing for Yr. Ended Dec. 2012
MF GLOBAL: Files Plan Supplement With Loan, Trust Agreements
MINH VU HOANG: Sec. 542 Turnover Succeeds Where 549 Would Fail
MONEYGRAM INTERNATIONAL: S&P Affirms 'BB-' Issuer Credit Rating
MPG OFFICE: Reports $396.1 Million Net Income in 2012

MTS LAND: Plan Payments to be Financed by $8MM Exit Loans
NASH FINCH: S&P Lowers Corp. Credit Rating to 'B+'; Outlook Stable
NBTY INC: S&P Rates $1.508 Billion Term Loan Due 2017 'BB-'
NNN CYPRESSWOOD: Files Schedules of Assets & Liabilities
NEVILLE VERA: Case Summary & Largest Unsecured Creditor

NEW ENGLAND COMPOUNDING: PritzkerOlsen Law Firm Files Suit v. MAPS
NORTHLAND RESOURCES: Faces TSX Delisting After Non-Compliance
OAK KNOLL: Case Summary & 7 Largest Unsecured Creditors
OCD LLC: Section 341(a) Meeting Scheduled for April 4
PATRIOT COAL: Wins Approval to End Supplemental Retirement Plan

PETTUS PROPERTIES: Court Closes Chapter 11 Case
PHIL'S CAKE: Proposes Claims Treatment Scheme
PHOENIX COMPANIES: Delays 2012 Form 10Q & Form 10-K Filings
PHOENIX FOOTWEAR: Reports Financial Results for Fiscal Year 2012
PICACHO HILLS UTILITY: Receiver Wants Chapter 11 Case Dismissed

PLAY BEVERAGES: Playboy Loses Bid to Dismiss Lawsuit
PREFERRED PROPPANTS: May Remain Disadvantaged Over Rivals
PROMMIS HOLDINGS: Files Bankruptcy After Lenders Pushed for Sale
PROMMIS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
QUANTITATIVE ALPHA: Mobile Integrated Ends Deal After Default

RADIAN GROUP: Phillip Bracken Joins Unit as Chief Policy Officer
RANCHO HOUSING: General Unsecured Creditors Out of the Money
RAPID-AMERICAN CORP: Proposes Reed Smith as Counsel
RAPID-AMERICAN CORP: Keeps SNR Denton On Board as Special Counsel
RAPID-AMERICAN CORP: Wins OK for Logan & Co. as Claims Agent

REID PARK: Senior Lender Amends Chapter 11 Plan
RG STEEL: Gets Approval to Hire Barnes as Special Counsel
RG STEEL: Gets Court Nod to Settle Wheeling-Pittsburgh Trust Claim
RHYTHM AND HUES: Has Final Loan Approval Before Sale
ROTECH HEALTHCARE: Moody's Cuts CFR to 'Ca' After Chap. 11 Filing

ROTECH HEALTHCARE: S&P Cuts CCR to 'SD' & Sec. Notes Rating to 'D'
RUPANJALI SNOWDEN: District Court Upholds Judgment Against CIC
SAN DIEGO HOSPICE: Has Interim OK to Obtain $2-Mil. DIP Loan
SAN DIEGO HOSPICE: Files Schedules of Assets & Liabilities
SCC KYLE PARTNERS: Bank Asks Court to Dismiss Case

SELECT TREE: US Trustee Wants Case Dismissed, Hearing on March 25
SILVERLEAF RESORTS: S&P Withdraws 'B-' Corporate Credit Rating
SINCLAIR TELEVISION: Moody's Rates New $600MM Senior Notes 'B1'
SINCLAIR BROADCAST: S&P Rates New $1 Billion Secured Debt 'BB+'
SONIC AUTOMOTIVE: "Material Weakness" No Impact on Moody's B1 CFR

SMTC CORP: Needs to Restate Financial Statements Under Amendment
SPEEDWAY MOTORSPORTS: Moody's Affirms Ba1 CFR After Term Changes
SUNTECH POWER: Gets Default & Acceleration Notice on 3% Notes
SUPERCOM LTD: Reports $4.8 Million Net Income in 2012
SUPERMEDIA INC: S&P Cuts CCR to 'D' on Plan to File for Chapter 11

SURGERY CENTER: New US$335MM Debt Facility Gets Moody's B1 Rating
SURGERY CENTER: S&P Affirms 'B' CCR & Rates New $335MM Debt 'B'
TANDY BRANDS: Unveils Restructuring Plan; In Covenant Default
TELECOMMUNICATIONS MANAGEMENT: Moody's Rates New Debt Facility B2
TORM A/S: Annual General Meeting Scheduled for April 11

USA COMMERCIAL: Pond Avenue Partners May Be Dragged in Knight Suit
VERMILLION INC: Glass Lewis Recommends WHITE Proxy Card Vote
VILLAGIO PARTNERS: Sells Unimproved Tract for $2.3 Million
VIVARO CORP: Herrick, Feinstein Assists in Sale to Next Angel
WAVE SYSTEMS: Incurs $33.9 Million Net Loss in 2012

WEIGHT WATCHERS: Moody's Rates New Sr. Secured Term Loan 'Ba1'
WEIGHT WATCHERS: S&P Cuts CCR to 'BB-' on Weaker Earnings

* Chambers Global Names Morrison & Foerster Law Firm of the Year
* Watermill Group Wins Award for Michigan Paper Mill Restructuring
* Three Lawyers Form New Whistleblower Law Firm Boutique

* Upcoming Meetings, Conferences and Seminars

                            *********

6371-77 VNB: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 6371-77 VNB, LLC
        14431 Ventura Boulevard, #401
        Sherman Oaks, CA 91423

Bankruptcy Case No.: 13-11840

Chapter 11 Petition Date: March 18, 2013

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: Leslie A. Cohen, Esq.
                  LESLIE COHEN LAW, P.C.
                  506 Santa Monica Boulevard, Suite 200
                  Santa Monica, CA 90401
                  Tel: (310) 394-5900
                  Fax: (310) 394-9280
                  E-mail: leslie@lesliecohenlaw.com

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

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

The Company's list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-11840.pdf

The petition was signed by Deborah Adri, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Moshe Adri                            12-20733            12/12/12


710 LONG RIDGE: Union Wants Case Moved to Connecticut
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the New England Health Care Employees Union filed papers
on March 15 telling the bankruptcy court in Newark, New Jersey,
that the Chapter 11 reorganization of five Connecticut nursing
homes managed by HealthBridge Management LLC should be in
Connecticut where all the facilities are located.  The union
represents 700 workers at the facilities.

The report relates that the motion to move the case came 11 days
after the New Jersey bankruptcy judge gave the company permission
on an interim basis to modify union contracts.  The union believes
Connecticut is the proper location for bankruptcy because 2,500 of
3,000 creditors are in Connecticut.  Only 106 creditors are in New
Jersey, according to a union court filing.  The union says the
bankruptcy was filed in New Jersey because the parent company is
located there.  The union says that half of the creditors with the
20 largest unsecured claims are in Connecticut.

"The interest of justice and the convenience of the parties"
mandate transferring venue to Connecticut, according to the union.

The nursing homes say there is no reason for a quick hearing about
transferring venue.  They wrote a letter to the bankruptcy judge
March 18 proposing the venue hearing take place April 11.

                       About 710 Long Ridge

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

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

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

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.  Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.


ADEPT TECHNOLOGIES: Has Interim Nod to Use Cash Collateral
----------------------------------------------------------
ADEPT Technologies, LLC, obtained interim authorization from the
Hon. Jack Caddell of the U.S. Bankruptcy for the Northern District
of Alabama to use PNC Bank, National Association's cash collateral
for a period of 60 days from March 7, 2013.

PNC asserts that the aggregate of the PNC debt totaled
approximately $6,402,852 as of the Petition Date, and is secured
by, among other things, certain real property in four locations in
Madison County, Alabama, and PNC's security interest in the
Debtor's inventory, chattel paper, accounts, equipment and general
intangibles, together with all other accessories, accessions,
attachments, tools, parts, supplies, replacements of and additions
thereto, all products and produce thereof and all proceeds of the
foregoing, including insurance proceeds.

The Debtor has an immediate need for authority to use the Cash
Collateral in its ongoing business operations.  The Debtor said
that if it does not receive authority to use the Cash Collateral,
it will have to close down without further prospects of
reorganization.

As adequate protection to PNC for the use of the Cash Collateral,
Debtor grants PNC a first priority replacement lien nunc pro tunc
as of the Petition Date on and in all assets of the Debtor that
comprise the PNC Collateral.

The Debtor will deliver to PNC monthly adequate protection
payments in the amount of $77,000, commencing on March 15, 2013,
and continuing on the 15th of each month through the Termination
Date.

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.

Kevin D. Heard, Esq., at Heard Ary, LLC, represents the Debtor as
counsel.  The petition was signed by Brad Fielder, managing
member.


AFFYMAX INC: To Reduce Workforce Amid Product Investigation
-----------------------------------------------------------
Affymax, Inc. on March 18 disclosed that it will reduce its
workforce as part of a plan to focus the company's resources on
the ongoing investigation of reported hypersensitivity reactions
in patients receiving OMONTYS(R) (peginesatide) Injection
following the nationwide voluntary recall of product from the
market.  This action will reduce the company's workforce by
approximately 230 employees (or 75%), which includes its
commercial and medical affairs field organizations as well as
other officers and employees.

"I would like to sincerely thank all of our departing employees
and recognize their important and valued contributions to the
company," said John Orwin, chief executive officer of Affymax.
"While this decision was extremely difficult, aligning and
managing our limited resources around our product investigation is
our most important priority."

The company also announced that it will retain a bank to evaluate
strategic alternatives for the organization, including the sale of
the company or its assets, or a corporate merger.  The company is
considering all possible alternatives, including further
restructuring activities, wind-down of operations or even
bankruptcy proceedings.

                       About Affymax, Inc.

Affymax, Inc. -- http://www.affymax.com-- is a biopharmaceutical
company based in Palo Alto, California.  Affymax's mission is to
discover, develop and deliver innovative therapies that improve
the lives of patients with kidney disease and other serious and
often life-threatening illnesses.


AMBER HOTEL: Case Summary & 23 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Amber Hotel Corporation
        aka Amber Hotel Company
        28632 Roadside Dr.
        Suite 260
        Agoura Hills, CA 91301

Bankruptcy Case No.: 13-11804

Chapter 11 Petition Date: March 17, 2013

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: David L. Oberg, Esq.
                  LAW OFFICES OF DAVID LAWRENCE OBERG, APC
                  23679 Calabasas Rd, Ste 541
                  Calabasas, CA 91302
                  Tel: (818) 223-9384
                  Fax: (818) 743-7612
                  E-mail: david@oberglawapc.com

Scheduled Assets: $143,109

Scheduled Liabilities: $3,251,190

A copy of the Company's list of its 23 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-11804.pdf

The petition was signed by Stephen K. Post, president.


AMERICAN AIRLINES: Execs Defend Merger at Senate Panel Hearing
--------------------------------------------------------------
Sarah Portlock, writing for Dow Jones Newswires, reports that
executives for American Airlines and US Airways on Tuesday
appeared at a Senate Judiciary Committee hearing on the two
airlines' planned merger.  The executives defended the merger
against claims from consumer advocates who said it could lead to
higher fares, fewer regional routes and decreased competition.

According to Dow Jones, the Senate panel questioned airlines
executives about fare increases, route cancellations to small- and
midsize markets and how expanding globally would affect domestic
flights.  Senators also pressed executives on capacity at
Washington-area airports. The new company would have nearly 70% of
the available slots at Reagan National Airport, said Sen. Michael
Lee (R., Utah), which regulators could raise as a competitive
issue.

Dow Jones relates that Mr. Parker, who is slated to be chief
executive of the combined company, and Thomas Horton, CEO of AMR,
told senators that routes wouldn't be disrupted, competition would
be stronger, not eliminated, and it would allow them to expand
globally.

                      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: JetBlue Seeks to Expand Ties With AMR
--------------------------------------------------------
JetBlue CEO Dave Barger said the company is hoping to expand its
partnership with American Airlines Inc. by the end of the year,
according to a March 5 report by USA Today.

JetBlue already has a tie-up with American Airlines in which its
passengers can connect to 15 international destinations not
served by JetBlue.  American Airlines, in turn, can funnel its
passengers to connecting JetBlue flights on 26 domestic routes
not served nonstop by the airline.

Mr. Barger said he'd like to expand that agreement by adding more
options, particularly via New York JFK, which is a hub for both
American Airlines and JetBlue, USA Today reported.

                      About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: Promotes Bev Goulet as SR. VP & CIO
------------------------------------------------------
American Airlines, a wholly owned subsidiary of AMR Corporation,
announced that Bev Goulet has been promoted to senior vice
president and chief integration officer for American Airlines.

Last month, Goulet was appointed to lead the merger transition
planning and integration coordination efforts with US Airways on
behalf of American.  Immediately prior to her appointment, she
served as vice president of corporate development, treasurer and
chief restructuring officer.

"For American, Bev has led the most successful airline
restructuring in history, resulting in savings of more than
$2 billion across the enterprise, and also played the lead role in
the merger evaluation process," said Tom Horton, chairman,
president and chief executive officer, American Airlines.

"Bev is a talented leader who will play a significant leadership
role in helping to establish a framework for the new American to
be very successful."

With Goulet's move to the new position, Peter Warlick has been
promoted to vice president and treasurer for American Airlines.

"We are fortunate to have an individual of Peter's caliber on our
team who is able to step into this key role.  Peter has the depth
and breadth of experience, having served in a number of key
financial functions at American and having led major company-wide
initiatives," said Bella Goren, chief financial officer, American
Airlines.

Previously, Warlick served as managing director of fleet
development, where he has played a key role in helping to execute
on American's historic aircraft fleet order in July 2011.  Prior
to his role in leading American's fleet development strategy,
Warlick served in a variety of leadership positions within the
Finance organization, including managing director of treasury and
managing director of corporate finance and banking.  Warlick
joined American in 1994 as a financial analyst.

Warlick holds an MBA from Duke University's Fuqua School of
Business and earned a Bachelor of Arts in Economics from Denison
University.

                      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: Files Rule 2015.3 Report for Dec. 31
-------------------------------------------------------
AMR Corp. and its affiliated debtors filed a periodic report
regarding the value, operations and profitability of entities in
which they hold a substantial or controlling interest under Rule
2015.3 of the Federal Rules of Bankruptcy Procedure.

AMR Chief Financial Officer Isabella Goren noted that the basis
for the valuation of each entity is the net book value calculated
as total liabilities of each entity subtracted from its total
assets as of December 31, 2012.

The non-debtor entities and their corresponding net book value
are:

                                     Interest
                                     of the       Net Book
  Entity                             Estate         Value
  ------                             --------     ----------
Avion Assurance Ltd.                  100%        $9,082,169

Aerodespachos Colombia S.A.
AERCOL S.A. (Columbia)               100%        $2,836,908

Caribbean Dispatch Services
Limited (St. Lucia)                  100%        $5,797,663

American Airlines Division de
Servicios Aeroportuarios (R.D.)
S.A. (Dominican Republic)            100%        $1,891,252

International Ground Services S.A.
de C.V. (Mexico)                     100%        $1,439,500

AA 2002 Class C Certificate Corp.     100%      $108,605,000

AA 2003-1 Class C Certificate Corp.   100%              $100

AA 2004-1 Class B Note Corp.          100%       $42,031,000

AA 2002 Class D Certificate Corp. I   100%                $0

AA 2003-1 Class D Certificate Corp.   100%              $100

AA 2005-1 Class C Certificate Corp.   100%      $103,464,203

American Airlines de Mexico S.A.      100%         ($379,630)

American Airlines de Venezuela S.A.   100%                $0

Aerosan Airport Services S.A./
Aerosan S.A.                          50%        $6,738,251

The periodic report also contains separate reports on the
valuation, profitability and operations of each non-debtor
entity.

The periodic report does not include information for five non-
debtors in which a debtor maintains a joint venture or minority
interest, and is bound by confidentiality obligations from
publicly disclosing their financial statements.  These entities
are:

                                     Interest
                                     of the
  Entity                             Estate
  ------                             --------
Texas Aero Engine Services LLC          50%
oMC Venture LLC                         50%
oneworld Alliance LLC                 25.6%
oneworld Management Company Inc.      25.6%
Aerolineas Pacifico Atlantico SA        25%

A full-text copy of the periodic report dated March 4, 2013, is
available for free at http://is.gd/yM0t1h

                      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: U.S. Trustee Objects to Hikes and Bonuses
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when AMR Corp. comes to bankruptcy court on March 27
for approval of the merger agreement with US Airways Group Inc.,
the U.S. Trustee will oppose salary increases for non-union
workers.  AMR, the parent of American Airlines Inc., says wage
increases for non-union workers are intended to bring them into
parity with US Airways.  Wages for AMR pilots and flight
attendants are governed by union contracts negotiated during
bankruptcy.

The report relates that, in papers filed March 15, the U.S.
Trustee questions whether across-the-board wage increases are in
the ordinary course of business and may be instituted without
court authorization following a proper factual showing by AMR.
The merger agreement also calls for the implementation of bonus
programs for non-union workers to become effective when the merger
is effected.  Although the bonuses won't be paid until after
bankruptcy, the U.S. Trustee argues that the company hasn't made
the proper showing to demonstrate that the bonuses are of a type
Congress approves for bankrupt companies.

The bankruptcy watchdog for the Justice Department also takes
issue with a $20 million severance payment to AMR Chief Executive
Officer Thomas Horton, who will lose the position when the
airlines merge.  The U.S. Trustee contends there hasn't been a
factual showing to demonstrate that the bonus is within the realm
of those Congress permits.  Half of Mr. Horton's severance will be
paid in cash and the other half in stock.

AMR has yet to file the Chapter 11 reorganization plan that will
put the merger into effect.  The airline expects the merger to be
completed in the third quarter following confirmation of the plan.
The plan will allow existing AMR shareholders to receive 3.5% or
more of the stock in the merged companies.  The plan also gives
stock in the merged companies to AMR creditors.

AMR stock has risen 52% this month, closing down 8.4% to $3.80 on
March 15 in over the counter trading.  The stock was around $1.30
before the merger was announced.  The stock could have been
purchased for less than 40 cents in October.

                      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 PETROLEUM: Moody's Rates $280MM Debt Facility '(P)B2'
--------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 rating to the $280
million first lien senior secured credit facility that American
Petroleum Tankers Parent Holdings, LLC plans to arrange as part of
a refinancing of its capital structure. As part of that
refinancing, APT also plans to convert its existing unrated
sponsor PIK junior debt facility to equity. Pursuant to its normal
practice, Moody's will recognize a limited default upon the
conversion of the junior debt facility to equity by changing the
Probability of Default rating to Caa1-PD-LD when the conversion
occurs. Pending completion of the conversion, Moody's affirmed the
Caa1 Corporate Family and Caa1-PD Probability of Default ratings
and the B1 rating assigned to the company's existing 10.25% first
lien senior secured notes due December 2015 ("Notes"). Moody's
will withdraw the rating on the Notes as these will be paid off in
full including the required premium as part of the refinancing.
The outlook is developing, reflecting the evolving nature of the
company's refinancing transaction.

Ratings Rationale:

The affirmation of the Caa1 Corporate Family Rating is based on
the company's pre-refinancing credit profile, which is marked by
very weak credit metrics because of the inclusion of the large
junior debt facility in the capital structure. The Caa1 rating
balances the company's small size, weak credit metrics and still
limited operating history with the risk-mitigating chartering
strategy, the demonstrated ability to generate steady free cash
flow in excess of 10% of the first lien debt and the benefits of
its protected US Jones Act market. The company owns and operates
five Jones Act product tankers, trading them under time charters
with major oil companies or the US Military Sealift Command.

The pending recognition of the limited default considers that
while the conversion of the junior debt is not being done to avoid
a near term default (the sponsor debt matures in 2016), it is
being done to facilitate the planned refinancing as well as
alleviate what Moody's believes will become an untenable capital
structure.

Expected upgrades of the Corporate Family and Probability of
Default ratings would follow the closing of the refinancing and
would be based on the company's improved capital structure, with
debt to capital of about 40% versus almost 100% prior to the
refinancing. Credit metrics will improve to levels typical of
issuers rated in the B2 rating category. The ratings will continue
to reflect the company's small size, the cyclicality of the Jones
Act tanker sector, the potential market and price risk associated
with renewing charters during cyclic troughs and event risk as
Moody's believes the company might seek to grow the fleet. The
stability of cash flows that the chartering strategy should
provide, the attractiveness of the relatively young fleet to
potential charterers and the good coverage based on Moody's
estimates of liquidation value of the ships support the ratings.
Adequate liquidity, anchored by expected free cash flow of about
$30 million per year and an excess cash flow sweep and restricted
payment terms governed by debt leverage incurrence tests in the
Credit Facility agreement, further supports the ratings.

Moody's used a 65% E(FRR) in its post-refinancing Loss Given
Default waterfall, given the all first lien bank debt structure,
which will result in the Probability of Default rating being one
notch below the Corporate Family rating after it recognizes the
limited default.

The assignment of the (P)B2 rating to the new Credit Facility was
based on the expected post-refinancing credit profile, which will
include meaningfully lower leverage and stronger interest coverage
resulting from the conversion of debt to equity. Moody's expects
to raise the Corporate Family and Probability of Default ratings
into the single B rating category following the realization of the
limited default and the closing of the refinancing. The conversion
of the junior debt facility will be the key driver of the
improvements in the company's credit metrics and credit profile.
Moody's does not expect any changes to APT's operations or fleet
profile during the near term.

The principal methodology used in this rating was the Global
Shipping Methodology published in December 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009 (and/or) the Government-Related Issuers
methodology published in July 2010.

Downgrades:

Issuer: American Petroleum Tankers Parent LLC

  Senior Secured Regular Bond/Debenture May 1, 2015, Downgraded
  to LGD2, 14 % from LGD2, 13 %

Assignments:

Issuer: American Petroleum Tankers Parent LLC

  Senior Secured Bank Credit Facility, Assigned (P)B2

  Senior Secured Bank Credit Facility, Assigned (P)B2

  Senior Secured Bank Credit Facility, Assigned a LGD3, 35 %

  Senior Secured Bank Credit Facility, Assigned a LGD3, 35 %

Outlook Actions:

Issuer: American Petroleum Tankers Parent LLC

Outlook, Changed To Developing From Stable

Affirmations:

Issuer: American Petroleum Tankers Parent LLC

  Probability of Default Rating, Affirmed Caa1-PD

  Corporate Family Rating, Affirmed Caa1

  Senior Secured Regular Bond/Debenture May 1, 2015, Affirmed B1

American Petroleum Tankers Parent LLC, headquartered in Plymouth
Meeting, PA, owns a fleet of five modern U.S. Jones Act petroleum
products tankers. The company is owned by affiliates of The
Blackstone Group L.P. and Cerberus Capital Management L.P.


AMERICAN SUZUKI: Confirms Modified Chapter 11 Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that American Suzuki Motor Corp. for a second time has a
confirmed Chapter 11 plan that allows the parent Suzuki Motor
Corp. to stop selling cars in the U.S.

According to the report, after a hearing Feb. 28, the U.S.
Bankruptcy Court in Santa Ana, California, signed a confirmation
order on March 6 approving the Chapter 11 reorganization plan.
Before the plan could be implemented, the company decided it
needed to change the identity of the affiliate that will purchase
part of the business.  The bankruptcy court held another hearing
and signed a new confirmation order on March 15.  The company said
it makes no substantive difference to creditors.

The plan, the report relates, transfers the sale and distribution
of all-terrain vehicles, outboard motorboat engines, and auto
parts in the U.S. to another subsidiary free of liabilities.
Suzuki autos won't be sold in the U.S. anymore.  The non-auto
businesses are being sold for about $100 million.  After
liquidating other assets and payment of expenses, the company
anticipated that about $107 million would remain for distribution
to creditors, according to the disclosure statement.  Secured
creditors will be paid in full.  Dealers whose dealership
agreements were ended and other unsecured creditors are being paid
in full so long as they drop claims against the Japanese parent.
The dealer's claims total about $45 million.  Other unsecured
claims amount to some $14 million.

Meanwhile, American Suzuki has sought and obtained approval to
employ CBRE, Inc. as its real estate broker to market for sale
certain real property: (i) 46976 Magellan Drive, Wixom, Michigan;
(ii) three vacant land parcels located in Brea, California; (iii)
two leased land parcels located in Brea, California; and (iv) a
50,000 square foot building located at 3170 Nasa, Brea, California
in one or more sales, on commercially reasonable terms.

CBRE will be compensated for its services in an amount equal to 2%
of the gross sales price for the California property.  It will be
compensated for its services in an amount equal to 6% of the gross
sales price for the sale of the Michigan property.

The Debtor is informed that the commissions are reasonable and
standard within the real estate industry.

                      About American Suzuki

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

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

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

ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl
& Jones LLP, and its financial advisor is FTI Consulting, Inc.
Nelson Mullins Riley & Scarborough LLP is serving as special
counsel on automobile dealer and industry issues.  Freddie Reiss,
Senior Managing Director at FTI Consulting, served as chief
restructuring officer.  Rust Consulting Omni Bankruptcy, a
division of Rust Consulting, Inc., is the claims and notice agent.
The Debtor retained Imperial Capital LLC as investment banker.

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

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


B K HILL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: B K Hill, LLC
          dba Kaniksu Sands on Priest River
        485 Jim Low Road
        Nordman, ID 83848

Bankruptcy Case No.: 13-20251

Chapter 11 Petition Date: March 18, 2013

Court: U.S. Bankruptcy Court
       District of Idaho (Coeur dAlene)

Judge: Terry L. Myers

Debtor's Counsel: David E. Eash, Esq.
                  EWING ANDERSON P.S.
                  522 West Riverside Avenue, Suite 800
                  Spokane, WA 99201
                  Tel: (208) 667 7990
                  Fax: (509) 838 4906
                  E-mail: deash@ewinganderson.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/idb13-20251.pdf

The petition was signed by Fred Johnston, managing member.


BAY HARBOR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Bay Harbor Apartments, LLC
        P.O. Box 617
        Champaign, IL 61824-0617

Bankruptcy Case No.: 13-90310

Chapter 11 Petition Date: March 18, 2013

Court: U.S. Bankruptcy Court
       Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: Brett Kepley, Esq.
                  RAWLES, O'BYRNE, STANKO & KEPLEY, P.C.
                  P.O. Box 800
                  Champaign, IL 61824
                  Tel: (217) 352-7661
                  E-mail: bakepley@rosklaw.com

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

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

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

The petition was signed by Gerald W. Hartman, member.


BEN ENNIS: Court Okays Disclosures Explaining Liquidation Plan
--------------------------------------------------------------
Judge Fredrick E. Clement of the U.S. Bankruptcy Court for the
Eastern District of California, Fresno Division, has approved the
disclosure statement explaining Wells Fargo Bank, N.A.'s Plan of
Liquidation for Ben A. Ennis.

Under Wells Fargo's Plan, the Plan Administrator will have the
option to not pay Wells Fargo's secured claim against Ennis with a
current principal balance of approximately $2,840,198, provided
that Wells Fargo retain all its liens and deeds of trusts securing
the full amount of its claim.  Wells Fargo believes the properties
securing its claim can be profitably sold, and that the Plan
Administrator can therefore pay all payments due on the secured
claim.

Unsecured claims, which total approximately $81 million, are still
subject to objections by the Plan Administrator.  Wells Fargo
estimates that holders of allowed unsecured claims will receive a
distribution in the range of 3.7% to 8.3% of their Allowed Claim.

A full-text copy of the Disclosure Statement explaining Wells
Fargo's Plan, dated Dec. 14, 2012, is available for free at:

             http://bankrupt.com/misc/ENNISds1214.pdf

                         About Ben Ennis

Porterville, California-based Ben Ennis, dba Ennis Homes, LLC,
filed its Chapter 11 Petition on Oct. 25, 2010, with Bankruptcy
Case No. 10-62315, before the U.S. Bankruptcy Court Eastern
District of California (Fresno).  Judge Whitney Rimel oversees the
case.  The Debtor is represented by Riley C. Walter, Esq.


BIOLITEC INC: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Biolitec Inc. filed with the U.S. Bankruptcy Court for the
District of New Jersey its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                  $0.00
B. Personal Property      $8,986,073.61
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $311,622.23
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $45,975,141.15
                         --------------          --------------
TOTAL                     $8,986,073.61          $46,286,763.38

                        About Biolitec Inc.

Biolitec Inc. is a member of the Biolitec Group, a multinational
group of affiliated companies that is a global market leader in
the manufacture and distribution of fiber optic devices and
products such as medical lasers and fibers, photo-pharmaceuticals
and industrial fiber optics.  Biolitec AG, a German public company
listed on the highly regulated Prime Standard segment of the
Frankfurt stock exchange, is the ultimate parent of the Debtor.

Biolitec, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-11157) on Jan. 22, 2013, to stop competitor AngioDynamics
Inc. from collecting $23 million it won in a breach of contract
lawsuit.  Brian K. Foley signed the petition as chief operating
officer.  Lowenstein Sandler, LLP, serves as the Debtor's counsel.
The Debtor estimated assets and debts of $10 million to $50
million.


BIOZONE PHARMACEUTICALS: Delays Form 10-K for 2012
--------------------------------------------------
Biozone Pharmaceuticals, Inc., said that the compilation,
dissemination and review of the information required to be
presented in the Form 10-K for the year ended Dec. 31, 2012, has
imposed time constraints that have rendered timely filing of the
Form 10-K impracticable without undue hardship and expense to the
Company.  The Company undertakes the responsibility to file that
annual report no later than 15 days after its original due date.

                    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.


CASCADE AG: Nears Plan; In Talks With Whyte's Food for Funding
--------------------------------------------------------------
Cascade Ag Services, Inc., said in court papers it is in the
process of negotiating a plan of reorganization with Whyte's Food
Corporation, a multinational food manufacturer and importer.  The
plan currently under discussion involves an equity purchase by
Whyte's, as well as a capital infusion to fund a Plan of
Reorganization.

The Debtor said it intends to file a Plan on or before the April 1
deadline set by the Court.  At this time, the Debtor believes that
the Plan would contemplate a Disclosure Statement hearing in early
May, and a confirmation in June or July 2013.

In the meantime, Cascade seeks an order authorizing its continued
use of cash, accounts, and inventory through July 31, 2013.
Cascade will appear before Bankruptcy Judge Karen A. Overstreet on
March 28 at 9:30 a.m. for a hearing on its request for continued
access to cash collateral.

In a Jan. 8, Judge Overstreet extended Cascade's exclusive period
to propose a Chapter 11 plan through and including April 15, 2013,
and the exclusive solicit plan votes through and including June
14, 2013.  The Order is without prejudice to the rights of the
Debtor to request additional extensions of the Exclusive Periods.

Two days later, Judge Overstreet issued a Fourth Interim Order
authorizing the Debtor to use cash collateral as set forth in a
budget through March 31, 2013.  That order provides that the
Debtor's cumulative expenditures for the period beginning Dec. 31,
2012, and ending March 31, 2013, will not exceed $2,626,853, which
amount is equal to the total budgeted disbursements for the
Current Cash Collateral Period, as provided in the Budget.

The Debtor previously received a $7,800,000 offer from stalking
horse bidder Pleasant Valley Farms, LLC, for the Debtor's assets.
Pleasant Valley later withdrew the offer, citing subjective
concerns about the Debtor's finances and accounting system
integrity.  After the Stalking Horse's withdrawal, the Debtor
contacted other potential purchasers regarding their willingness
to step into the Stalking Horse's shoes so that a sale could
continue as planned.

The Debtor said in court papers in December it continues to
receive inquiries regarding a sale, and believes that at least
five parties are interested in purchasing its assets.  The Debtor
is optimistic that a sale will occur in the first part of 2013.

In court papers filed early this month, Cascade said that since
filing for bankruptcy, the Debtor has used Cash Collateral to
conduct ordinary-course business operations, to satisfy the
Perishable Agricultural Commodities Act trust claims of Uesugi
Farms and Falkner Produce, and to pay administrative fees,
including professional fees.  Over the past several weeks, the
Debtor has engaged in aggressive efforts to improve its financial
condition.  Specifically, the Debtor has reduced its sales staff,
improved accounting efficiency, and reduced brokerage fees from 3%
to 1% effective Feb. 15, 2013.

Additionally, the Debtor has implemented 10% price increases for
customers constituting 85% of the Debtor's sales.  These price
increases will be realized in March and April 2013.  The Debtor
has also increased its sales volume over last year.  Specifically,
January 2013 sales were approximately 10% higher than January 2012
sales; and February 2013 sales were approximately 15% higher than
February 2012 sales.

The Debtor continues to maintain Cash Collateral values in excess
of $7 million, for a total asset value of roughly $13.9 million on
an orderly liquidation basis, and $20 million on a going concern
basis.  The Debtor has not alienated any material assets since the
commencement of the bankruptcy case, nor does it intend to --
except in connection with a Court-approved plan.  The Debtor
submits that under these circumstances, its secured creditors,
whose claims total at most $13.3 million, are adequately
protected.

In December, the Debtor filed an amended list of its largest
unsecured creditors.  A copy of the list is available at
http://bankrupt.com/misc/CascadeAGAmendedCreditorsList.pdf

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.  Cascade AG filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012.
It scheduled $25,820,499 in assets and $22,255,482 in liabilities.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates, LLC, is the
Debtor's chief restructuring officer and financial advisor.  The
petition was signed by Craig Staffanson, president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq., at Ball Janik LLP.


CASCADE AG: Files Amended Schedules of Assets & Liabilities
-----------------------------------------------------------
Cascade Ag Services, Inc., filed with the U.S. Bankruptcy Court
for the Western District of Washington its amended schedules of
assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property          $2,234,000.00
B. Personal Property     $23,288,648.96
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $9,480,412.03
E. Creditors Holding
   Unsecured Priority
   Claims                                           $495,255.24
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $11,379,075.51
                         --------------          --------------
TOTAL                    $25,522,648.96          $21,354,742.78

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.  The Debtor filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates,
LLC, is the Debtor's chief restructuring officer and financial
advisor.  The petition was signed by Craig Staffanson,
president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq., at Ball Janik LLP.


CENTERPOINT ENERGY: Fitch Keeps 'BB+' Rating Following Jt. Venture
------------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings
(IDR) and instrument ratings of CenterPoint Energy Inc. and its
subsidiaries following the announcement of a midstream joint
venture (JV) agreement. The Rating Outlook for all entities is
Stable. Simultaneously, Fitch has upgraded the short-term IDR for
CNP and its subsidiary CenterPoint Energy Resources to 'F2' from
'F3'. CNP will combine 100% of its Field Services and Interstate
Pipelines businesses in an existing CNP subsidiary that will
become the Midstream JV.  OGE Energy along with Enogex JV partner
ArcLight, will contribute 100% of their interests in Enogex to the
Midstream JV.

Key Rating Drivers

CNP's existing ratings and outlook have taken into consideration
the expected expansion in the midstream business segment including
a private or public partnership. Fitch believes that the overall
business strategy and operating risk at CNP and CERC will not
meaningfully change as a result of the formation of the JV in the
foreseeable future.

Fitch consolidates the JV proportionately when calculating the
credit metrics for CNP and CERC. Fitch believes that CNP will
likely support the JV under times of the stress, due to its
strategic importance. Fitch estimates that this business segment
will represent approximately 30% of CNP's total EBITDA by 2016,
rising from 25% in 2011. For analytical purposes, Fitch would
consider deconsolidation once a sizeable amount of the economic
interest is held by the public shareholders and an independent
board is established.

CNP and CERC are expected to reduce debt with the proceeds from
the JV term loan. Fitch understands that CERC will provide a
limited guarantee over the life of JV's three-year $1.05 billion
bank term loan and that such guarantee will be subordinated to
CERC's existing debt and will be of collection not payment.

CNP and CERC's leverage metrics are expected to weaken in the next
two to three years, as their midstream earnings currently
represent approximately 66% of the total earnings at the JV while
they receive 59% of the economic interest. Additionally, the
expected debt reduction at CERC will be taken gradually resulting
in deterioration of the leverage ratio in the near term.
Nevertheless, the credit profile remains supportive of current
ratings due to the headroom from its relatively low leverage and
strong interest coverage ratios. Fitch expects the metrics to
improve in 2015 when synergy savings and benefits of the growth
projects materialize.

Fitch calculates that over the next three years CNP and CERC will
produce consolidated FFO to debt, on average, of 20.6% and 20.7%
respectively and FFO interest coverage of 4.6x and 5.4x. These
metrics remain in line with Fitch's guideline ratios for a 'BBB'
rated issuer.

Following the formation of the JV, CNP and OGE may take various
actions to facilitate an initial public offering of the joint
venture as a Master Limited Partnership (MLP). An MLP would
enhance capital access and efficiency in managing planned growth
capex over the next few years.

The upgrade of the short-term IDR reflects CNP and CERC's improved
liquidity as a result of the transaction. The JV is expected to
obtain its own credit facility and CNP is expected to maintain the
size of its credit facilities in the foreseeable future. CNP and
CERC's credit facilities mature in September 2016. Additionally,
CERC is expected to reduce intercompany borrowings and public debt
maturities using proceeds from the three-year $1.05 billion bank
term loan of the JV.

The ratings and outlook of CNP's regulated subsidiary CenterPoint
Energy Houston Electric (CEHE) are not affected by the proposed
JV.

RATING SENSITIVITIES

Positive

-- Upgrade at CNP and CERC is unlikely in the foreseeable future
    due to the JV formation.

Negative

-- If CNP and CERC incur substantial leverage to meet the capital
    calls at JV or the JV is downgraded;

-- If CEHE is downgraded;

-- CNP and CERC's ratings will be negatively impacted if the
    regulatory construct governing the gas distribution
    subsidiaries becomes unfavorable.

Fitch affirms the following ratings with a Stable Outlook:

CenterPoint Energy, Inc.

-- Long-term IDR at 'BBB';

-- Senior unsecured notes and pollution control revenue bonds at
    'BBB';

-- Secured pollution control revenue bonds at 'A';

-- Junior Subordinated Debenture (ZENS) at 'BB+'.

CenterPoint Energy Houston Electric LLC.

-- Long-term IDR at 'BBB+';

-- First mortgage bonds at 'A';

-- Secured pollution control revenue bonds at 'A';

-- General mortgage bonds at 'A';

-- Unsecured Credit Facility at 'A-';

-- Short-term IDR at 'F2'.

CenterPoint Energy Resources Corp.

-- Long-term IDR at 'BBB';

-- Long-term senior unsecured notes at 'BBB';

Fitch upgrades the following ratings:

CenterPoint Energy, Inc.

-- Short-term IDR/commercial paper to 'F2' from 'F3'.

CenterPoint Energy Resources Corp.

-- Short-term IDR/commercial paper to 'F2' from 'F3'.


CENTRAL EUROPEAN: "Favorably Inclined" to Roust Proposal
--------------------------------------------------------
Central European Distribution Corporation on March 18 confirmed
that it has received a proposal for a financial restructuring of
its 3% Convertible Notes due March 15, 2013.  The proposal was
jointly made to CEDC by Roust Trading Ltd. of the 2013 Notes, and
other beneficial owners holding an aggregate of approximately
$85.7 million in outstanding principal amount of the 2013 Notes.
Roust Trading and the 2013 Steering Committee collectively hold
approximately 73% of the outstanding principal amount of the 2013
Notes.

CEDC disclosed that Roust Trading and the 2013 Steering Committee
have reached an agreement on a restructuring of the 2013 Notes,
the terms of which were publicly disclosed by Roust Trading on
March 14, 2013.  While CEDC is still reviewing the proposal in
detail, it is favorably inclined toward the proposal and
anticipates that it will support it, subject to appropriate
documentation that, if approved, will be reflected in a supplement
to the offering memorandum distributed by CEDC in respect of the
exchange offers launched on February 25, 2013, as amended on
March 8, 2013.

In addition, CEDC has determined to make certain amendments to key
dates relating to the CEDC FinCo Exchange Offer, the Consent
Solicitation, and the solicitation of acceptances to the Plan of
Reorganization in light of the agreement reached between Roust
Trading and the 2013 Steering Committee, and following further
consultation with a Steering Committee of holders of approximately
30% of the outstanding principal amount of CEDC Finance
Corporation International, Inc.'s Senior Secured Notes due 2016 as
follows:

-- the record date for the Consent Solicitation and the
solicitation of acceptances of the Plan of Reorganization will be
March 21, 2013;

-- the Consent Fee Deadline and Early Voting Deadline (each as
defined in the Offering Memorandum) will be 5:00 p.m. on April 3,
2013; and

-- the Voting Deadline and Expiration Time (each as defined in the
Offering Memorandum) will be 5:00 p.m. on April 4, 2013.

CEDC is making these amendments to these key dates to allow
fulsome consideration of the Exchange Offers, the Consent
Solicitation and the Plan.  In order to receive the Existing 2016
Notes Consideration, holders of 2016 Notes must validly tender and
not withdraw their 2016 Notes, at or prior to the Expiration Time.
To receive payment of cash pursuant to the Cash Option, the holder
of record of the applicable 2016 Notes on the Distribution Date
must have been the holder of record of the applicable 2016 Notes
electing the Cash Option as of March 21, 2013.

CEDC continues to believe that a successful restructuring will
improve its financial strength and flexibility and enable it to
focus on maximizing the value of its strong brands and market
position.  The restructuring is expected to have no effect on
CEDC's operations in Poland, Russia, Hungary or Ukraine, all of
which will continue doing business as usual.  Obligations to all
employees, vendors, and providers of credit support lines in
Poland, Russia, Hungary and Ukraine will be honored in the
ordinary course of business without interruption.  CEDC believes
that its subsidiaries in Poland, Russia, Hungary and Ukraine have
sufficient cash and resources on hand to meet all such
obligations.

        Maturity of 3% Convertible Notes due March 15, 2013

On March 15, 2013, CEDC failed to pay $257,858,000 principal due
on the 2013 Notes.  Under the terms of the 2013 Notes Indenture,
the failure to pay principal when due constitutes an Event of
Default.  In addition, under Section 6.2 of the Indenture
governing the 2016 Notes, the failure to pay principal when due on
the 2013 Notes constitutes an Event of Default under the 2016
Notes Indenture and, if continuing, holders of not less than 25%
of the aggregate principal amount of the outstanding 2016 Notes
may declare the principal plus any accrued and unpaid interest on
the 2016 Notes to be immediately due and payable.  CEDC currently
has $380 million and EUR430 million (or approximately $559.4
million) of 2016 Notes outstanding.

CEDC intends to address the maturity of the 2013 Notes, as well as
the Event of Default under the 2016 Notes Indenture, through the
Exchange Offers.  Alternatively, CEDC may choose to implement the
restructuring pursuant to a pre-packaged chapter 11 plan of
reorganization that is included with the offering materials
related to the Exchange Offers.  Roust Trading and the 2013
Steering Committee, who collectively hold approximately 73% of the
2013 Notes, support a restructuring of the 2013 Notes in
accordance with the terms of their restructuring proposal.
Separately, the 2016 Steering Committee has stated that it
supports the terms of the restructuring of the 2016 Notes as
described in the Offering Memorandum.

Any chapter 11 filing would be limited solely to CEDC and CEDC
Finance Corporation International, Inc.  None of CEDC's Polish,
Russian, Ukrainian or Hungarian operations would become the
subject of any insolvency proceedings.  In this scenario, CEDC
anticipates that all its operations would continue without
interruption in the ordinary course, including the payment of all
employee, vendor, and other obligations.

            Annual General Meeting of Shareholders

In light of CEDC's current financial condition as well as the on-
going nature of CEDC's restructuring, the board of directors of
CEDC has determined to delay the annual meeting of CEDC's
shareholders currently scheduled for March 26, 2013, until
Tuesday, May 14, 2013.

                        CEDC Annual Report

Finally, CEDC announced on March 18 that its Annual Report on Form
10-K for the year ended December 31, 2012 could not be filed with
the United States Securities and Exchange Commission within the
prescribed time period as the process of preparing CEDC's
financial statements for the year ended December 31, 2012 has been
delayed due to the focus of CEDC's resources on restructuring its
financial obligations, including preparation and commencement of
the Exchange Offers, negotiating with creditors and addressing
open accounting issues related to CEDCs financial restructuring.
CEDC expects to file its Annual Report on Form 10-K as soon as
practicable.

                           About CEDC

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

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

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

                             Liquidity

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

                            *     *     *

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

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

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

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


CENTURYLINK INC: Fitch Rates New $500MM Sr. Unsecured Notes 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to CenturyLink, Inc.'s
proposed offering of $500 million of senior unsecured notes due
2020. Proceeds are expected to be used to reduce revolver
borrowings, repay $176 million of senior unsecured notes maturing
on April 1, 2013 and for general corporate purposes. CenturyLink's
Issuer Default Rating (IDR) is 'BB+'. The Rating Outlook is
Stable.

Key Rating Drivers

The following factors support the rating:

-- Fitch's ratings are based on the expectation that CenturyLink
    will demonstrate steady improvement in its revenue profile
    over the next couple of years;

-- Free cash flows (FCFs) are expected to strengthen with a
    reduction in the dividend, and liquidity is expected to remain
    relatively strong;

-- Execution risks related to the integration of Qwest
    Communications International, Inc. (Qwest) and Savvis, Inc.
    are nearly behind the company.

The following concerns are embedded in the rating:

-- The company's recent change in financial policy, which
    incorporates the maintenance of net leverage of up to 3.0x,
    less restrictive than its previous mid-2x target;

-- The decline of traditional voice revenues, primarily in the
    consumer sector, from wireless substitution and moderate
    levels of cable telephony substitution. Although such revenues
    are declining in the revenue mix and are being replaced by
    broadband and business services revenues, these latter sources
    have lower margins.

Fitch expects CenturyLink's revenues to decline slightly in 2013,
and reach stability in 2014. Revenues from high-speed data and
certain advanced business services, including the managed hosting
and cloud computing services offered by Savvis and a modest but
growing level of revenues from facilities-based video, are
expected to contribute to stability.

In February 2013, the company initiated a $2 billion common stock
repurchase program, which while accompanied by a dividend
reduction, will result in a lower level of debt reduction over the
next two years than previously incorporated in Fitch's
expectations. The company plans to repurchase $2 billion in common
stock by February 2015, primarily funded from FCF. Annual FCF
improves by approximately $450 million as a result of a reduction
in the common stock dividend of approximately 25%, but on a net
basis, cash returned to shareholders will increase.

On a gross debt basis, leverage in 2012 was approximately 2.7x,
consistent with the 2.7x to 2.8x range Fitch expects over the next
several years. Debt reduction in 2013 and 2014 is expected to be
modest. Additionally, there will be some pressure on EBITDA as
there are lower incremental merger-related cost savings in 2013
than in 2012.

CenturyLink's total net debt was $20.4 billion at Dec. 31, 2012.
Financial flexibility is provided through a $2 billion revolving
credit facility, which matures in April 2017. As of Dec. 31, 2012,
approximately $1.18 billion was available on the facility.
CenturyLink also has a $160 million uncommitted revolving letter
of credit facility.

The principal financial covenants in the $2 billion revolving
credit facility limit CenturyLink's debt to EBITDA for the past
four quarters to no more than 4.0x and EBITDA to interest plus
preferred dividends (with the terms as defined in the agreement)
to no less than 1.5x. Qwest Corporation (QC) has a maintenance
covenant of 2.85x and an incurrence covenant of 2.35x. The
facility is guaranteed by Embarq, Qwest Communications
International Inc. and Qwest Services Corporation (QSC).

In 2013, Fitch expects CenturyLink's FCF (defined as cash flow
from operations less capital spending and dividends) to range from
$1 billion to $1.3 billion. Expected FCF levels reflect capital
spending within the company's guidance range of $2.8 billion to $3
billion. Within the capital budget, areas of focus for investment
primarily include continued spending on fiber-to-the-tower, data
center/hosting, broadband expansion and enhancement, as well as
spending on IPTV, the company's facilities based video program.

Fitch believes CenturyLink has the financial flexibility to manage
upcoming maturities due to its FCF and credit facilities. Debt
maturities in 2013 and 2014 are approximately $1.1 billion and
$0.7 billion, respectively.

Going forward, Fitch expects CenturyLink and QC will be
CenturyLink's only issuing entities. CenturyLink has a universal
shelf registration available for the issuance of debt and equity
securities.

Rating Sensitivities:

Fitch does not expect a positive rating action over the next
several years based on its assessment of the competitive risks
faced by CenturyLink and expectations for leverage.

A negative rating action could occur if:

-- Consolidated leverage through, but not limited to, operational
    performance, acquisitions, or debt-funded stock repurchases,
    is expected to be 3.5x or higher; and

-- For QC or Embarq, leverage trends toward 2.5x or higher (based
    on external debt).


CENTURYLINK INC: Moody's Rates New Series V Notes 'Ba2'
-------------------------------------------------------
Moody's Investors Service has assigned a Ba2 (LGD5, 85%) rating to
CenturyLink Inc.'s proposed offering of Series V Notes. The
proceeds from the notes offering are expected to be used to repay
a portion of the indebtedness outstanding under its $2 billion
revolving credit facility, to repay the $176 million Series O
Notes maturing on April 1, 2013 and for other general corporate
purposes.

Consequently, Moody's has raised CenturyLink's Speculative Grade
Liquidity rating to SGL-3 from SGL-4. The company's other ratings
and stable outlook remain unchanged.

Moody's has taken the following rating actions:

CenturyLink, Inc.

New Senior Unsecured Series V Notes: Assigned Ba2 (LGD5, 85%)
Speculative Grade Liquidity rating: Upgraded to SGL-3 from SGL-4

Ratings Rationale:

CenturyLink's SGL rating has been raised to SGL-3 from SGL-4 to
reflect its adequate liquidity profile. Moody's expects the
company to use the proceeds from the proposed offering to reduce
outstanding revolver indebtedness and address a near-term
maturity. Moody's has included in Moody's SGL analysis the timing
of share repurchases which are expected to be $875 million in
2013, $1.0 billion in 2014 and $125 million in 2015. Moody's
expects CenturyLink to maintain approximately $1.0 billion of
availability under its revolver over the next twelve to eighteen
months.

CenturyLink's Ba1 Corporate Family Rating largely reflects the
company's stable cash flows, its broad scale of operations, and
its strong market position. These positives are offset by the
challenges the company faces in reversing the downward pressure on
revenues and sustaining EBITDA margins exacerbated by a tolerance
for higher leverage.

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


CENTURYLINK INC: S&P Assigns 'BB' Rating to $500MM Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '4' recovery rating to Monroe, La.-based
telecommunications company CenturyLink Inc.'s proposed
$500 million senior notes due 2020.  The '4' recovery rating
indicates expectations for average (30% to 50%) recovery in the
event of payment default.

The company intends to use the net proceeds to repay a portion of
the indebtedness outstanding under its $2 billion revolving credit
facility, to repay senior notes maturing on April 1, 2013, and for
other general corporate purposes.

The 'BB' corporate credit rating on CenturyLink is unchanged and
the outlook remains stable as the transaction is unlikely to have
an impact on the company's credit measures, including leverage,
which was about 3.4x as of Dec. 31, 2012, including S&P's
adjustment for operating leases and postretirement liabilities.
S&P expects CenturyLink's leverage to remain in the mid-3x area
over the next year, which is supportive of a "significant"
financial risk profile.  Despite its substantial free operating
cash flow (FOCF) generation, CenturyLink also has an aggressive
financial policy, with a large dividend payout and substantial
share repurchases over the next couple of years, which limits
potential debt reduction.

In addition to S&P's assessment of a significant financial risk
profile, its ratings on CenturyLink reflect a business risk
profile assessment of "fair".  Standard & Poor's Ratings Services
expects that revenues will continue to decline modestly because of
competition in the core consumer wireline phone business from
cable telephony and wireless substitution, which contributed to
access-line losses of about 5.7% during the fourth quarter of
2012, year over year.

Tempering factors in the business risk assessment include good
scale and a favorable market position as the third-largest
incumbent telecom carrier in the U.S.; solid operating margins and
FOCF generation; and growth from strategic services, including
high speed data, Internet Protocol TV, Ethernet connections for
businesses, and managed data hosting.

RATINGS LIST

CenturyLink Inc.
Corporate Credit Rating                    BB/Stable/--

New Rating

CenturyLink Inc.
$500 Mil. Senior Notes Due 2020            BB
   Recovery Rating                          4


CHAMPION INDUSTRIES: Likely to Default on Debt Covenants
--------------------------------------------------------
Champion Industries, Inc. on March 15 disclosed that a net loss
from continuing operations of $(3.3) million or $(0.29) per share
on a basic and diluted basis for the quarter ended January 31,
2013 compared to a net loss from continuing operations of
$(83,000) or $(0.01) per share on a basic and diluted basis for
the quarter ended January 31, 2012.  The Company reported a net
loss from discontinued operations for the quarter ended January
31, 2013 of $(291,000) compared to a net loss from discontinued
operations for the quarter ended January 31, 2012 of $(3,000) or
$(0.02) and $(0.00) on a basic and diluted per share basis.

The results for 2013 over 2012 reflected a substantial decrease in
earnings, primarily as a result of pre-tax non-cash impairment
charges associated with goodwill of $(2.2) million associated with
the printing segment as well as higher interest costs primarily
associated with the amortization of debt discount associated with
warrants issued to the Company's secured lenders.

Marshall T. Reynolds, Chairman of the Board and Chief Executive
Officer of Champion, said, "Our results continue to be impacted by
various non-cash events but we continue to generate positive cash
flow from operating activities.  If we examine our gross profit,
which is a key starting point for profitability, our gross profit
dollars were $6.7 million in first quarter 2013 and $8.1 million
in first quarter 2012.  However, this decrease was substantially
offset by a reduction in SG&A expenses of $1.3 million.  In other
words, in spite of the numerous hurdles and challenges we have
faced and actions we have taken in recent years, in the final
analysis we were able to essentially hold our core business
relatively stable in the first quarter of 2013.  We intend to work
with our secured creditors and advisors to address our debt
maturities and liquidity to the best of our ability and if
successful in stabilizing our funding platform going forward, we
believe our core business has the opportunity to improve."

The net (loss) figures resulted in basic and diluted loss per
share from continuing operations of $(0.29) for the quarter ended
January 31, 2013 compared with a loss of $(0.01) on a basic and
diluted loss per share basis for the comparable quarter of 2012.
The Company's results in 2013 and in 2012 are reflective of a
continuation of the most difficult operating environment the
Company has ever faced, primarily within the printing segment and
secondarily in the newspaper segment.

The Company experienced a decrease in sales for the quarter of
$3.9 million, or 14.8%, from $26.5 million in 2012 to $22.6
million in 2013.  The printing segment of the business reflected a
sales decrease of $2.6 million or 18.1%, with the office products
and office furniture segment showing an overall sales decrease of
$1.0 million, or 12.0%.  The newspaper segment reported sales of
$3.6 million in first quarter 2013 compared to $3.9 million in
first quarter 2012, a decrease of $0.3 million or 8.3%.  The sales
compression experienced by the Company is partially attributable
to the residual effect of the overall global economic crisis and
the related impact on the core business segments in which the
Company operates as well as the impact of certain restructuring
initiatives, and is reflective of a continued difficult operating
environment as well as macro industry dynamics within the
newspaper segment.

At January 31, 2013 the Company had approximately $38.2 million of
interest bearing debt, of which $35.3 million is syndicated (both
totals net of unamortized debt discount of $0.9 million).  Actual
contractual syndicated debt is $36.1 million.  The contractual
syndicated debt has been reduced by approximately $49.7 million
(excludes impact of deferred fee for Term Loan B) since inception
of the debt, which resulted primarily from the acquisition of The
Herald-Dispatch in September 2007.  This represents a reduction of
over 58.1% in a period slightly under 5.5 years.  This debt was
paid down during a significant economic downturn and severe
secular decline within its printing and newspaper segments.  The
Company has achieved this debt reduction through a combination of
earnings, cash flow, assets sales, equity additions and working
capital management.  The Company is subject to certain restrictive
financial covenants requiring the Company to maintain certain
financial ratios among other conditions.  The Company was in
compliance with these covenants at January 31, 2013.  However, due
to the short term nature of the credit expiration and the
multitude of covenants the Company is required to comply with
there is a high probability of default at or before March 31, 2013
and its ability to operate as a going concern is dependent on its
ability to address its  current credit situation.

Champion Industries, Inc. is a commercial printer, business forms
manufacturer and office products and office furniture supplier in
regional markets east of the Mississippi.  Champion also publishes
The Herald-Dispatch daily newspaper in Huntington, WV with a total
daily and Sunday circulation of approximately 22,000 and 28,000,
respectively.  Champion serves its customers through the following
companies/divisions: Chapman Printing (West Virginia and
Kentucky); Stationers, Champion Clarksburg, Capitol Business
Interiors, Garrison Brewer, Carolina Cut Sheets, U.S. Tag and
Champion Morgantown (West Virginia); Champion Output Solutions
(West Virginia); Smith & Butterfield (Indiana and Kentucky);
Champion Graphic Communications (Louisiana); Blue Ridge Printing
(North Carolina) and Champion Publishing (WV, Kentucky and Ohio).


CHARLES SCHWAB: Fitch Affirms 'BB+' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has affirmed the ratings of Charles Schwab
Corporation (Schwab, rated 'A/F1') and Scottrade Financial
Services (Scottrade, rated 'BBB-'). The Rating Outlooks for Schwab
and Scottrade are Stable.

Rating Action and Rationale

The rating affirmations are reflective of the retails brokers'
continued evolution towards a business model that is more based on
net interest revenue and fee revenue than trading revenue, offset
by continued moderated trading volumes and low interest rates.
While industry leaders such as Schwab have been diversifying their
sources of revenue for several years, other smaller players such
as Scottrade are now more aggressively growing these sources of
revenue.

Fitch believes that revenue from both asset management and banking
operations provides diversity of revenue sources that tends to be
more stable than trading revenue over time, which is a positive
from a credit perspective over the long term. Trading revenue
tends to be somewhat fickle and moves in tandem with stock market
trends.

Fitch would note that while daily average revenue trades (DARTs)
have been weak over the last few years for the retail brokers,
there has been a pick-up in trading with the stock market gains in
early 2013. Net interest revenue has increased as deposit growth
has been strong, though the net interest margin has continued to
decline as the new deposits are invested at lower rates. Fitch
continues to believe that earnings for the retail brokers are at
cyclical lows, and given the scalability of their business models,
they should have meaningful earnings growth with either better
stock market trends and/or higher interest rates.

While returns on equity remain below historical lows for the
retail brokers, they have still improved over the last year.
Leverage as measured by adjusted debt-to-EBITDA has also improved
from the past year which helps support each institution's Stable
Rating Outlook.

Fitch believes that the main threat to the retail brokers'
business model and ratings could result from a technological or
operational loss that is particular to an individual company that
results in reputational damage that could cause clients to flee a
particular firm. While Fitch believes these risks to be controlled
and monitored, Fitch would also note that these types of risks are
inherently difficult to predict and quantify, but a large
occurrence at any one firm would likely prompt Fitch to review
ratings to determine if a negative action was appropriate. An
industry-wide event that affects each firm equally may still
impact ratings, but may allow each firm to better maintain its
client base.

An additional risk to ratings is from the continued growth of
banking operations. While Fitch generally views the contribution
to earnings positively, should the retail brokers aggressively
expand their loan portfolios such that they are exposed to adverse
selection in growing assets or should they begin to reach of yield
in their investment portfolios, ratings or Rating Outlooks could
be negatively impacted.

KEY RATING DRIVERS - IDRs and Senior Debt:

Charles Schwab Corporation

Fitch's affirmations reflect Schwab's continued growth in earnings
in spite of a challenging interest rate environment and fickle
equity markets. Due to a mix of modest revenue growth and
continued expense discipline, Schwab's net margin expanded to 19%
in 2012 from 18.4% in 2011. Due to some de-leveraging as well as
growth in retained earnings, Schwab's return on equity modestly
declined to 9.7% in 2012 from 11.2% in 2011. Given Schwab's highly
scalable business model, an improvement in equity markets or
interest rates could meaningfully increase Schwab's earnings and
therefore return on equity.

As Schwab continues to grow and expand in asset management and
fee-based products as well as expand Schwab Bank's balance sheet
primarily through deposit growth, the company has become less
reliant on its historical trading revenue. From a credit
perspective in terms of earnings stability, Fitch views this mix
shift positively. In 2012, fee based revenue accounted for 42% of
total net revenue, net interest revenue accounted for 36% of total
net revenue, and trading revenue accounted for 18% of total net
revenue. Fitch would expect revenue to skew even more towards fee-
based revenue and net interest revenue over time.

Deposits on Schwab Bank's balance sheet now amount to nearly $80bn
as of YE2012 from a mix of both organic growth as well as client
balance transfers from Schwab's brokerage subsidiary. Fitch views
credit risk in the bank balance sheet as relatively low given that
it is comprised of only $10.7 billion of loans, which are
primarily mortgage related loans to Schwab clients, and with the
balance of deposits being invested in primarily government backed
securities. In particular, 51.3% of the banks securities portfolio
is invested in highly rated agency mortgage backed securities.
Given this posture, as well as a relatively short-duration on the
portfolio, Schwab's net interest margin (NIM) declined to 1.49% at
4Q'12 and Fitch would expect this to continue to decline into the
mid-1.40% range in 2013.

Given some debt repayments and refinancing in 2012 as well as
continued growth in earnings, Schwab's leverage as measured by
adjusted debt-to-EBITDA declined to 0.88x at YE2012, down from
1.14x at YE2011. Fitch views the decline in leverage metrics
positively and notes that it is indicative of Schwab's already
strong ratings and supports the Stable Rating Outlook.

Scottrade Financial Services

Fitch's affirmation is based Scottrade's ability to continue to
adequately service its debt obligations despite a challenging
interest rate environment and volatile equity markets. Decreasing
daily average revenue trades (DARTs) contributed to a 20% decrease
in transaction based revenue in fiscal 2012. After a challenging
fiscal 2012, Scottrade made expense reductions which combined with
a 5.2% improvement in net revenue led to an increase in net margin
to 15.6% in fiscal 1Q'13 compared to 5.3% in fiscal 2012. Return
on equity improved to 7.9% in fiscal 1Q'13 compared to 2.8% in
fiscal 2012. Fitch believes Scottrade's business model is scalable
and should benefit from improvements in equity markets while the
deposit growth at Scottrade Bank should provide a benefit to
earnings in an increasing rate environment.

Scottrade's strategy is to continue to grow deposits at Scottrade
Bank, thereby continuing to increase the contribution of revenues
from net interest revenue as a percentage of total revenue. In
fiscal 1Q'13, net interest revenue represented 49% of total
revenue compared to just 38% in fiscal 2011, while trading revenue
declined to 35.5% in fiscal 1Q'13 from 50% in fiscal 2011. Fitch
views the shift in revenue mix from transaction based revenue into
more stable spread based revenues positively as it should provide
increasing stability to earnings in future periods.

Scottrade Bank had $15.3 billion in deposits at Dec. 31, 2012
compared to $11.9bn at September 30, 2011. Scottrade continues to
grow deposits by sweeping deposits from the broker-dealer to the
bank. Fitch views the credit risk in Scottrade Bank's investment
portfolio as relatively low. As of Dec. 31, 2012, 91% of the
assets in the portfolio were directly or indirectly guaranteed by
the U.S. government, including $7.2 billion invested in asset-
backed securities backed by Federal Family Education Loan Program
(FFELP) loans and $5.7 billion invested in U.S. government agency
securities.

As Scottrade Bank grows, they will continue to invest assets,
including continued growth of their loan portfolio, which was $284
million as of Dec. 31, 2012. In February 2013, Scottrade Bank
purchased a small Missouri based bank which will help serve as
part of their loan origination platform. Historically, Scottrade
had purchased most of its loans in the secondary market but will
now begin to expand their loan origination capabilities. Fitch
acknowledges this growth in the loan portfolio does not come
without risks and will continue to monitor the asset quality going
forward.

Scottrade's net interest margin (NIM) improved to 1.46% in fiscal
1Q'13 compared to 1.45% in fiscal 2012. Increasing net interest
income and reduced expenses contributed to stronger earnings and
lower leverage in the first quarter of fiscal 2013. As of Dec. 31,
2012, adjusted debt-to-EBITDA declined to 2.03(x) compared to
2.76(x) at fiscal 4Q'12 and 3.27(x) at fiscal 3Q'12. Fitch notes
its adjusted EBITDA metric is annualized to calculate quarterly
ratios. Fitch views this decrease in leverage positively and
supports the Stable Rating Outlook.

RATING SENSITIVITIES - IDRs and Senior Debt:

Charles Schwab Corporation

Fitch notes that there is limited upside to Schwab's current
ratings given the company's elevated sensitivity to stock market
trends and interest rates. However, should Schwab's revenue mix
continue to shift and exhibit more stable trends over an extended
period through various market cycles, there could be some modest
upside to ratings or the Rating Outlook.

The key risk to Schwab's ratings is from either poor investment
performance that causes client assets to leave the firm or a large
idiosyncratic operational loss that similarly causes clients to
pull their business from the firm. The latter type of risk is
particularly difficult to predict and quantify but has the
potential to be harmful to the company and its ratings should the
loss impact only Schwab and not all industry participants. This
risk also constrains upwards rating potential.

An additional risk that could impact ratings over time is the
growth of Schwab Bank. While presently Fitch views it to be well
and relatively conservatively managed, should the mix of the loan
portfolio change or the company begin to reach for yield in its
investment portfolio such that it increases the credit or interest
rate risk profile of the balance sheet, ratings or the Rating
Outlook could come under pressure.

Scottrade Financial Services

Fitch believes that Scottrade has limited upside potential to
current ratings in the near term given the company's sensitivity
to stock market trends and challenges regarding the growth of
banking. Given Scottrade's limited current revenue diversity, the
company is also viewed as more sensitive to adverse market
conditions and decreased trading volumes relative to peers.
However, should Scottrade maintain current leverage metrics,
continue to shift their revenue mix to more stable based spread
revenues, and execute on the measured and profitable growth of
Scottrade Bank over an extended period of time, there could be
some upside to ratings or the Rating Outlook.

The primary risk to Scottrade's rating is from a large
idiosyncratic operational loss or data breach that causes clients
to leave the firm. This risk is difficult to predict and quantify
but has the potential to be harmful to the company and its ratings
should the loss impact only Scottrade and not all industry
participants. This risk also constrains upwards rating potential.

Other risks to ratings include the growth at Scottrade Bank and
its potential to impact credit quality, as Fitch believes
Scottrade could be subject to some adverse selection as the
company focuses on organically growing its loan portfolio across
various product categories. An additional risk to ratings is the
potential for leverage to return and remain at levels seen in 2012
through either reduced earnings power or additional debt
issuances, either of which could negatively impact ratings.

Fitch also notes that Scottrade's corporate investment portfolio,
while small and short duration, is highly concentrated in the
financial services industry. In a stress, this could result in
correlated adverse performance amongst the securities, as well as
relative to Scottrade's primary business activities. Given the
increasing risks involved with Scottrade's expansion into new
product categories, particularly within the loan portfolio, Fitch
feels that Scottrade is more susceptible to downward ratings
pressure relative to Schwab.

KEY RATING DRIVERS - Support Ratings and Support Floor Ratings:
Schwab has a support rating of '5' and a support floor rating of
'NF' indicating that support is unlikely.

RATING SENSITIVITIES - Support Ratings and Support Floor Ratings:
Not applicable.

KEY RATING DRIVERS - Subordinated Debt and Other Hybrid
Securities:

Schwab has a preferred stock rating of 'BB+' which is five notches
below its IDR given its position in the capital structure and
potential for non-performance compared with other issuances.

RATING SENSITIVITIES - Subordinated Debt and Other Hybrid
Securities:

Ratings for Schwab's preferred stock are notched five notches from
the IDR based on Fitch's treatment of preferreds in bank capital
as this source of capital for Schwab has historically been
downstreamed to support its banking operations. As such, changes
in ratings on the preferred are primarily sensitive to any change
in the IDR, where the notching would be realigned in conjunction
with any change in the IDR.

Fitch has affirmed the following ratings:

Charles Schwab Corporation
-- Long-term Issuer Default Rating (IDR) at 'A'; Outlook Stable.
-- Short-term IDR at 'F1';
-- Senior unsecured notes at 'A';
-- Short-term debt at 'F1';
-- Preferred stock at 'BB+';
-- Support at '5';
-- Support floor at 'NF'.

Scottrade Financial Services
-- Long-term Issuer Default Rating (IDR) at 'BBB-'; Outlook
    Stable.
-- Senior unsecured notes at 'BBB-'


CHEROKEE SIMEON: Gives Up on Reorganization Due to Cash Woes
------------------------------------------------------------
Cherokee Simeon Venture I, LLC, this month filed a motion asking
the Bankruptcy Court to dismiss its Chapter 11 bankruptcy case.

The Debtor said that due to events outside of the Debtor's
control, it has only recently concluded that it does not have the
ability to pay its post-petition expenses as they come due.  The
Debtor filed multiple motions with the Court for permission to
access its cash, to allow use of rents received, to terminate
burdensome tenancies, and to obtain debtor-in-possession
financing.  The Debtor used the time afforded through the
bankruptcy process to investigate the reduction of claims against
the Debtor, formulate possible causes of action and claims and
pursue a possible sale of the Debtor's assets which would enable
it to formulate and confirm a Chapter 11 plan.  "Unfortunately,
these efforts have not been sufficiently successful.  The Debtor
has been awaiting a good faith offer to purchase its assets, but
such an offer has not been forthcoming.  The Debtor cannot
continue to incur post-petition expenses while it waits," the
Debtor stated.

The Debtor said that it continues to vehemently oppose EFG-Campus
Bay, LLC's dismissal motion because it seeks an unsubstantiated
ruling from the Court that the Debtor's Chapter 11 case was filed
in bad faith.

The Debtor last month filed a motion to extend the period during
which the Debtor has the exclusive right to file a Chapter 11 plan
to May 21, 2013, and the period during which the Debtor has the
exclusive right to solicit acceptances of that plan to July 20,
2013.

Cherokee Simeon Holding Company LLC and unseated receiver EFG-
Campus Bay, LLC, however, conveyed opposition to an extension.
They say the Debtor's case lacks progress in the five months
during which it has been pending.

Cherokee Holding is represented by:

      Sullivan Hazeltine Allinson LLC
      William A. Hazeltine
      901 North Market Street, Suite 1300
      Wilmington, DE 19801
      Tel: (302) 428-8191
      Fax: (302) 428-8195
      E-mail: whazeltine@sha-llc.com

                and

      Wendel, Rosen, Black & Dean LLP
      Elizabeth Berke-Dreyfus
      1111 Broadway, 24th Floor
      Oakland, California 94607
      Tel: (510) 834-6600
      Fax: (510) 834-1928
      E-mail: edreyfuss@wendel.com

EFG is represented by:

      Greenberg Traurig, LLP
      Sandra G.M. Selzer
      The Nemours Building
      1107 North Orange Street, Suite 1200
      Wilmington, DE 19801
      Tel: (302) 661 ? 7000
      Fax: (302) 661-7360
      E-mail: selzers@gtlaw.com

      Diane E. Vulocolo
      2700 Two Commerce Square
      2001 Market Street
      Philadelphia, PA 19103
      Tel: (215) 988-7800
      Fax: (215) 988-7801

      Bryan Cave LLP
      David R. Weinstein
      Dena Cruz
      Natalie B. Daghbandan
      800 West Olympic Boulevard, 4th Floor
      Los Angeles, CA 90015
      Tel: (213) 572-4300
      Fax: (213) 572-4400
      E-mail: david.weinstein@bryancave.com

                    About Cherokee Simeon

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


CHESAPEAKE ENERGY: Fitch Rates $2.3 Billion Unsecured Notes 'BB-'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Chesapeake Energy's
$2.3 billion senior notes offering due 2016, 2021 and 2023. The
proceeds of this offering will be used to refinance or redeem
maturing and other outstanding debt.  The Rating Outlook for
Chesapeake remains Negative.

Key Rating Drivers

The ratings on Chesapeake reflect the company's leverage relative
to reserves and production, coupled with size of its asset base
and operating profile. For the year ended 2012, Chesapeake had 2.6
billion barrels of oil equivalent (boe) in proved reserves with
57% of those reserves proved developed. Due to weak natural gas
prices in 2012, Chesapeake, like others in the industry, wrote off
a significant amount of reserves which has impacted debt/reserve
calculations. Chesapeake's balance sheet debt was approximately
$12.6 billion compared at Dec. 31, 2012, compared with
approximately $11 billion as of year-end (YE) 2011.

Chesapeake's strategy to transition to more liquids production
continues to occur. However, weak natural gas prices last year
proved to be a headwind. For YE 2012, adjusted debt (which
includes preferred equity, non-controlling interests and other
Fitch calculations such as future lease operating expenses related
to volumetric production payment [VPP] agreements, etc.) to
flowing boe per day was approximately $32,000/boe/d and its
adjusted debt/proved developed reserves (PD) was nearly $14/PD.

The Negative Outlook reflects the funding issues Chesapeake faces
as it continues to transition to an increased emphasis on crude
production. Fitch expects free cash flow to be negative in 2013
and smaller than 2012. Fitch also expects Chesapeake's free cash
flow to be largely funded by asset sales and monetizations. Fitch
currently estimates the funding gap to be approximately $4
billion.

Liquidity is provided for by Chesapeake's $4 billion secured
revolver and expected proceeds from planned asset
sales/monetizations. Maturities are relatively light in 2013 with
only $464 million due later this year and $1.6 billion due 2015.
Chesapeake's revolver was nearly fully available at YE 2012 with
nothing drawn and only $31 million in letters of credit against
it.

Key covenants are primarily associated with the secured revolver
and include maximum debt-to-book capitalization (70% covenant
threshold) and maximum total debt-to-EBITDA. The revolving
facility was amended last year so that the maximum debt-to-EBITDA
is:

  -- 5x at Dec. 31, 2012;
  -- 4.75x at March 31, 2013;
  -- 4.5x at June 30, 2013;
  -- 4.25x at Sept. 30, 2013; and
  -- 4x thereafter.

Rating Sensitivities

Future developments that may, individually or collectively, lead
to positive rating action include;

  -- Material progress in deleveraging the balance sheet relative
     to reserves and production;

  -- Much stronger cash flow generation leading to consistent and
     significant positive free cash flow generation.

Negative:

Future developments that may, individually or collectively, lead
to negative rating action include;

  -- Negative free cash flow leading to rising debt levels
     relative to reserves and production;

  -- Marked decrease in production levels or proved developed
     reserves relative to debt.


CHESAPEAKE ENERGY: Moody's Rates New $2.3-Bil. Senior Notes 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Chesapeake
Energy Corporation's proposed offering of $2.3 billion of senior
notes. The proceeds of the offering will be used to purchase or
redeem maturing and other outstanding debt.

"The Ba3 ratings on the new senior notes reflect our expectation
that the proceeds will ultimately be used to refinance notes
maturing in 2013 and other outstanding notes," commented Pete
Speer, Moody's Vice-President. "The negative outlook highlights
our concern regarding the company completing sufficient asset
sales this year to both fund its capital expenditures and
meaningfully reduce debt."

Ratings Rationale:

The rating outlook remains negative based on Chesapeake's elevated
leverage metrics and the execution risk of its ongoing asset sales
efforts. In order to reduce debt the company must raise proceeds
in excess of its estimated $4 billion of negative free cash flow
in 2013. While this funding gap is much lower than 2012, Moody's
is concerned that the company may be challenged to sustain its
overall production levels as forecasted with the lower level of
capital investment.

Despite Chesapeake completing nearly $12 billion of asset sales
and other asset monetizations during 2012, its reported and
adjusted debt still increased by approximately $2 billion. The gap
between the capital expenditures and cash flows ended up being
wider than initially forecasted. The higher adjusted debt combined
with the lower proved developed (PD) reserve volumes caused by
negative reserve revisions increased debt/PD reserves by $3 to
approximately $13.50/boe at December 31, 2012. Rising production
kept leverage on production volumes (debt/average daily
production) relatively constant year over year at approximately
$29,000/boe, but Chesapeake's retained cash flow(RCF)/debt
declined to 16% in 2012 from 27% in 2011, as low gas prices
reduced its cash flows.

If Chesapeake is not able to reduce its adjusted debt and
corresponding leverage metrics then its ratings could be
downgraded. Debt/pd reserves above $12/boe, debt/average daily
production above $35,000/boe or retained cash flow/debt below 20%
on a sustained basis could result in a ratings downgrade. If the
company is able to execute sufficient asset sales to meaningfully
reduce debt and improve its leverage metrics while sustaining its
production levels then the outlook could be changed to stable. A
rating upgrade appears unlikely through 2013.

Chesapeake's Ba2 Corporate Family Rating (CFR) incorporates the
benefits of its very large proved reserve and production scale,
big acreage positions in multiple basins across the US, low
operating costs and competitive drillbit finding and development
(F&D) costs. These credit strengths are offset by the company's
high adjusted debt and financial leverage metrics resulting from a
long track record of rapid growth through acreage acquisitions and
capital spending greatly in excess of cash flows. The funding need
both for growth and to hold acquired acreage requires the company
to continually complete transactions with third parties or access
the capital markets to fill the funding gap. While Chesapeake's
consistent track record of executing these transactions
demonstrates the inherent benefits and financial flexibility that
scale provides to an E&P company to service debt, this is a higher
risk funding strategy that has also resulted in significant
structural and analytical complexity.

The Ba3 rating on the company's proposed $2.3 billion senior
unsecured notes reflects both the overall probability of default
of Chesapeake, to which Moody's assigns a PDR of Ba2-PD, and a
loss given default of LGD 4 (69%). Chesapeake has a $4 billion
senior secured revolving credit facility. The size of the
potential priority claim to the assets relative to the senior
unsecured debt outstanding results in the unsecured debt being
rated one notch beneath the Ba2 CFR under Moody's Loss Given
Default Methodology.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Chesapeake Energy Corporation is an independent exploration and
production company based in Oklahoma City, Oklahoma.


CHESAPEAKE ENERGY: S&P Rates New $2.3BB Sr. Unsecured Debt 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' rating (with a
'3' recovery rating) to Chesapeake Energy Corp.'s proposed
$2.3 billion of senior unsecured debt issues, with varying
maturities (2016, 2021, 2023).  Although Chesapeake's plan to
redeem its $1.3 billion 6.775% senior notes due 2019 could be
hampered by pending litigation with the notes' trustee and certain
noteholders, S&P expects the company to use proceeds of the new
debt issues within the next year to refinance existing debt.  In
addition, S&P affirmed its existing 'BB-' corporate credit and
issue-level ratings on Chesapeake and maintained a negative
outlook.

"The ratings on Chesapeake Energy Corp. reflect Standard & Poor's
Ratings Services' view of the company's "satisfactory" business
risk profile as one of the largest producers of natural gas and
oil in the U.S. and our view of the company's "aggressive"
financial risk profile," said credit analyst Scott Sprinzen.

S&P's rating depends, in part, on the company's success in its
efforts to lessen its reliance on natural gas, while completing
asset sales sufficient to fund the portion of capital expenditures
not covered by internal cash flow while containing financial
leverage.  S&P assumes that Chesapeake will benefit from ongoing
increases in its liquids output, enabling it to maintain adjusted
debt-to-EBITDA below 5.0x.  S&P could downgrade the company if it
believes that leverage is likely to be above this level for a
sustained period.  On the other hand, S&P could revise the rating
outlook to stable if the company adopts a more-conservative growth
strategy and financial policies, with adjusted debt-to-EBITDA
consistently below 4.0x.


COLLEGE BOOK: Trustee Hires Bass Berry & Sims as IP Counsel
-----------------------------------------------------------
Robert H. Waldschmidt, the chapter 11 trustee in the bankruptcy
case of College Book Rental Company, LLC, asks the U.S. Bankruptcy
Court for permission to employ Martha B. Allard and Bass, Berry &
Sims, PLC, as special counsel to represent the trustee with regard
to retention of the Debtor's trademarks.

The trustee anticipates that the services the attorney may render
include, but are not limited to filing appropriate documents; and
pursuing any actions the trustee may have.

The current hourly rates for the individuals who may perform
services are:

     Attorneys: Robert L. Brewer $365
                Martha Allard $225

     Paralegal: Marian Moore $180

The firm represented the Debtor prepetition with regard to its
trademarks; as a result, the firm has a general unsecured claim
for $2,800 for the prepetition representation.

                        About College Book

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

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

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


COMMUNITY HOME: Disclosure Statement Hearing Moved to March 26
--------------------------------------------------------------
Bankruptcy Judge Edward Ellington continued to March 26, 2013, at
9:30 a.m., the hearing to consider approval of the disclosure
statement explaining Community Home Financial Services, Inc.'s
Chapter 11 plan.

At the hearing, the Court will also consider the objection to the
Disclosure Statement lodged by Edwards Family Partnership LP and
Beher Holdings Trust; as well as an Addendum to Disclosure
Statement filed by the Debtor.

The Debtor filed the Plan and Disclosure Statement on Jan. 29,
2013.  The Disclosure Statement Hearing was first held March 12.

Pursuant to the Plan, the Debtor intend to utilize all assets
consisting of mortgage loan portfolios and joint ventures to fund
payment to creditors.  The Debtor's goal is to turn assets and
claims into cash and after paying secured claims, administrative
claims, and priority claims, have funds remaining for a
distribution to general unsecured claims.  Due to the undetermined
recovery of assets, pending litigation and claim issues, there is
no way for the Debtor to predict the actual amount of distribution
to general unsecured creditors.

The Debtor's Plan provides for 100% repayment of Allowed Claims.
Claims against and interests in the Debtor are classified as:

     1. Claims of Mississippi Department of Revenue (Tax Lien) --
Any Allowed Secured Claims of Mississippi Department of Revenue
(Tax Lien) are treated in Class 1 of the Plan and are treated
consistently with the treatment of Priority Tax Claims.

     2. Other Secured Claims -- The Debtor does not have other
undisputed secured creditors. The claims of Beher Holdings Trust
and Edward Family Partnership will be treated in Class 3 of the
Plan.

     3. Priority Unsecured Claims were the claims of the Internal
Revenue Service and State Taxing Authorities. All the Debtor's
pre-petition tax returns have not been filed. A determination of
the claims of the IRS and State Taxing Authorities cannot be made
until returns are filed and accepted by the taxing authorities.
Any such claims will be treated in Class 2 of the Plan.

     4. Unsecured Claims -- The Debtor's creditors holding
unsecured claims consist of (i) claims of trade vendors, (ii)
loans from lenders and deficiency balances and (iii) causes of
action. Accrued unsecured claims as of the Petition Date total
approximately $153,740.00 (not including Classes 3, 6 or 7).
All unsecured claims will be treated in Class 4 and Class 5 of the
Plan. Each Allowed Unsecured Claim shall receive payment from
distribution by the estate.

     5. Rejection Claims -- Rejection of executory contracts and
unexpired leases by the Debtor may give rise to unsecured claims
against the Debtor.

     6. Indemnity Claims -- William D. Dickson has filed a
contingent indemnity claim if he is required to personally pay any
funds to BHT and/or EFP on behalf of the Debtor. This claim shall
be treated in Class 6 of the Plan.

     7. Subordinated Claims, Penalty Claims, Securities Laws
Claims and Disallowed Claims -- The Debtor asserts that penalty
and disallowed claims should be subordinated and disallowed. Upon
final resolution of all claims, any such claims will be treated in
Class 7 of the Plan and shall not receive funds under the Plan.

     8. Interests - Equity Holder/Shareholders -- The Debtor is a
Delaware Corporation which is owned by Victory Consulting, Inc.
(100%). All Allowed Interests Equity Holders are treated in Class
8 of the Plan. Unless otherwise provided in the plan, Equity
Holders/Shareholders shall retain their interests but shall
receive nothing under Class 8 unless all claims are paid pursuant
to the Plan.

The Debtor believes that its Plan provides the best and most
viable solution to exit from bankruptcy and continue the
operations of the company.

In their objection, Edwards Family Partnership and Beher Holdings
Trust contend that the disclosure statement, among others:

     -- does not contain any projections of anticipated future
income and expenses and whether such net income can fund any plan
of reorganization;

     -- fails to contain a pro forma income statement with
proposed expenses related to projected post-petition operations.
The Debtor has operated for nine months without an approved
budget.

     -- fails to set forth any information about the failure of
CHFS to be a duly licensed loan servicer under Mississippi law.

     -- fails to provide any information about the substantial
decline in post-petition collections on the loans securing the
"CHFS home improvement loan" to EFP and BHT.  Specifically, the
disclosure statement wholly failed to explain the precipitous
drop in collections on a post-petition basis and failed to
disclose that immediately prior to the bankruptcy, its collection
percentages on the loans in the CHFS Loan Portfolio averaged 85%;
whereas, post-petition it has dropped to less than 60%.

   -- fails to contain adequate information or an explanation
as to the Debtor's servicing of the loans in the Joint Venture
portfolios as demonstrated by its precipitous drop in collections.
Specifically, prior to the bankruptcy, the collections on the EFP
joint venture portfolios averaged 62.2%; whereas, post-petition
the collection percentages have dropped to 54.9%. Prior to the
bankruptcy, the collection percentages on the BHT joint venture
was 84.5%; whereas, post-petition, it has dropped to 75.2%.

      -- The disclosure statement contains factually incorrect
statements with respect to the legal status of the Rainbow Group
Limited. Contrary to the statements contained in the disclosure
statement, Rainbow Group Limited was a validly incorporated
British Virgin Islands corporation that was authorized to do
business in the State of Florida. The statements to the contrary
in the disclosure statement should be stricken.

     -- contains misleading information related to the
instructions to CHFS to "leave" all collateral assignments in
favor or Beher Holdings Ltd.  The Debtor is fully aware that BHT
is the successor of Beher Holdings, Ltd. and the Beher referred to
is BHT.

     -- contains many baseless allegations and accusations against
BHT and EFP, all of which are contradicted by the sworn trial
testimony of the Debtor's principal, William D. Dickson.

     -- wholly fails to disclose the massive pre-petition
misappropriation of funds that were collected on the CHFS Loan
Portfolio and joint ventures.  Instead, the disclosure statement
describes certain "loans" of funds to affiliated companies of the
Debtor, but completely fails to disclose that the funds "loaned"
by CHFS came from funds that belonged to EFP and BHT.

     -- fails to disclose that of the $3,200,000 transferred from
CHFS after February 2012, $2,090,000 was sent to Victory
Consulting, Inc., the shareholder of the Debtor, who then
transferred significant sums to a trust in the Republic of Panama.

     -- proposes a plan that cannot be confirmed in that it fails
to pay BHT and EFP the full amount of their claims.

     -- fails to disclose the reason for the Debtor's write off of
significant numbers of loans in the CHFS Loan Portfolios on a
postpetition basis. Specifically, the Debtor has written off 350
loans in the CHFS portfolio, many of which were current when the
Debtor wrote the loans off. Further, the Debtor has written off a
significant number of loans in the join venture portfolio even
though the Debtor does not own these loans and had no authority to
write off any such loans.

     -- fails to disclose the nature of the relationship between
CHFS and Discount Mortgage, Inc. and whether the two entities are
sharing employees.

     -- fails to disclose the particulars of the rental agreement
with William D. Dickson Enterprises, Inc. pursuant to which the
Debtor pays a related entity $15,000 a month for rent. Further, it
is undisclosed whether other related entities are also occupying
space in the facilty for which the Debtor is paying rent.

CHFS does not agree to the allegations of EFP and BHT.  However,
to complete disclosure, CHFS filed an Addendum to provide
information as to EFP and BHT's position with respect to the
Disclosure Statement.

On July 10, 2012, the Court entered an Interim Order on the motion
of Edwards Family Partnership and Beher Holdings Trust to (I)
Prohibit Use of Cash Collateral, (II) Require the Debtor to
Segregate Funds Belonging to Joint Ventures, and (III) Prohibit
the Debtor from Using Such Joint Venture Funds and Requiring
Payment of Funds to Edwards Family Partnership, LP and Beher
Holdings Trust.  Among other things, the Interim Order approved
(on an interim basis) payments to BHT/EFP on a monthly basis for
the Home Improvement Loans.  The payment was calculated based upon
collections received and interest.  As to the Joint Venture
portfolios, the collections net of a collection fee were deposited
to designated Joint Venture Escrow Accounts at Wells Fargo Bank.
The Interim Order expired on Sept. 30, 2012.  The Debtor made all
payments under the Interim Order.

On Aug. 28, 2012, the Debtor filed a Motion to Amend Interim
Order.  The Debtor proposed to escrow Home Improvement Loan
collections and to continue to escrow the Joint Venture
collections until further Court order.  This Motion was not heard
and held in abeyance pending the mediation. Other than the
disputes with BHT/EFP the Debtor's operations have for the most
part continued in the ordinary course of business.

The Debtor has filed various claims and pleadings against Edwards,
EFP, and BHT. These matters have not been resolved. The Debtor
requested the Court to order a mediation with Edwards, EFP, and
BHT.  The Court granted the request and the mediation was
conducted by Honorable Jerry Brown, Bankruptcy Judge for the
Eastern District of Louisiana.  The mediation was unsuccessful.
Thus, CHFS has filed a Disclosure Statement and Plan.

On Jan. 29, EFP and BHT filed a second motion to prohibit use of
cash collateral or, in the alternative, for adequate protection.
They argued that their collateral continues to decrease during the
bankruptcy case, and the Debtor's collection efforts on the loans
have dropped dramatically postpetition indicating that EFP and
BHT's interests are not adequately protected.

On Feb. 5, the Debtor withdrew the Motion to Amend Interim Order.

A hearing on EFP and BHT's request was slated for Feb. 26.

Edwards Family Partnership LP and Beher Holdings Trust are
represented by:

          Jim F. Spencer, Jr., Esq.
          WATKINS & EAGER PLLC
          Post Office Box 650
          Jackson, MS 39205-0650
          Tel: (601) 965-1900
          Fax: (601) 965-1901
          E-mail: jspencer@watkinseager.com

                  About Community Home Financial

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS is in the business of purchasing and
servicing loan portfolios consisting of mostly Class B loans of
2nd to 3rd mortgages.  Generally, CHFS was involved in Home
Improvement Loans and seven Joint Venture Loan Portfolios.
CHFS operates from one central location providing financing
through its dealer network throughout 25 states, Alabama,
Delaware, and Tennessee.  CHFS was established in the year 2001.
The sole shareholder is Victory Consulting, Inc. The acting
President of CHFS is William D. Dickson.

Judge Edward Ellington presides over the case.  Derek A.
Henderson, Esq., at Derek A. Henderson Law Office, in Jackson,
Mississippi; Jonathan Bissette Esq., at Wells Marble &
Hurst, PLLC, in Jackson, Mississippi; and Roy H. Liddell, Esq., at
Wells Marble & Hurst, PLLC, in Ridgeland, Mississippi, represent
the Debtor as counsel.

In its amended schedules, the Debtor disclosed $46,285,698 in
assets and $30,271,338 in liabilities.

No committee has been appointed in the case.


COSTA BONITA BEACH: Can Hire Carlos E. Gaztambide as Appraiser
--------------------------------------------------------------
Costa Bonita Beach Resort, Inc. sought and obtained permission
from the U.S. Bankruptcy Court to employ Engr. Carlos E.
Gaztambide of Carlos E. Gaztambide & Associates as appraiser.

The Debtor says its plan of reorganization calls for the payment
of debt to DF Servicing LLC and other creditors with the transfer
to DF of some of the Debtor's residential units and Debtor needs
to retain and appraiser to conduct an appraisal of the properties.

Engr. Gaztambide's engagement is to be for $20,000, payable on
the basis of $5,000 upon the approval of the application and
15 monthly payments of $1,000 after the submission of his
appraisal report, with meetings, court appearances and other
related work on the basis of $150 per hour.

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

                  About Costa Bonita Beach Resort

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D. P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CRAWFORDSVILLE LLC: Court Approves Indiana Real Estate Counsel
--------------------------------------------------------------
Crawfordsville, LLC et al., sought and obtained permission from
the Bankruptcy Court to employ Daniel P. McInerny, Esq., Gary L.
Chapman, Esq., Michael A. Lang, Esq., and Bose, McKinney & Evans,
LLP, as Special Indiana Real Estate and Environmental Counsel.

The Debtor intends to sell and otherwise liquidate certain of its
assets and real estate holdings in the State of Indiana, and
therefore requires the services of the Firm to advise, counsel and
represent the Debtor regarding matters of Indiana real estate and
environmental law in connection with the Debtor's plans to sell,
liquidate and otherwise dispose of certain of its real estate and
other assets located in the State of Indiana.

The firm has received a $5,000 retainer, and requests the Court to
authorize the Debtor to provide the firm with an additional $5,000
to bring the total amount of the postpetition retainer to $10,000
to guarantee payment of the firm's postpetition services and costs
in connection with the Chapter 11 case.

At the conclusion of the Chapter 11 case, the firm will file an
appropriate final application seeking allowance of all fees and
costs, regardless of whether interim compensation has been paid.
Upon allowance of such fees and costs, the Debtor will pay the
firm the difference between the amount finally allowed and any
interim compensation paid.

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

                     About Crawfordsville LLC

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: Court OKs Davis Brown as Litigation Counsel
---------------------------------------------------------------
Crawfordsville, LLC, et al. sought and obtained approval from the
U.S. Bankruptcy Court to employ Stanley J. Thompson, Esq., Mark D.
Walz, Esq., Sarah K. Franklin, Esq., and Davis, Brown, Koehn,
Shors & Roberts, P.C., as special litigation counsel.

The firm will, among other things:

a. advise, counsel and represent the Debtor in any and all
   litigation, whether in pursuit of assets of the estate or in
   defense of any actions that may be filed by or against the
   Debtor in either the bankruptcy court, U.S. District Court,
   or any state court actions;

b. advise, counsel and represent the Debtor in any adversary
   proceedings within the bankruptcy case, whether in pursuit of
   assets of the estate or in defense of any actions that may be
   filed by or against the Debtor in either the bankruptcy court,
   U.S. District Court, or any state court actions; and

c. perform other legal services with regard to litigation that
   are necessary for the efficient and economic administration of
   the Debtor's Chapter 11 case.

To the best of its knowledge and information, Davis Brown does not
have any interest "adverse" to the Debtor or its estate as that
term is used in Bankruptcy Code Section 327(e).  To the best of
its knowledge and information, Davis Brown is a "disinterested
person" as that term is defined in Bankruptcy Code Section
101(14).

The Debtor will pay Davis Brown its standard hourly rates in
effect from time to time, plus reimbursement of actual, necessary
expenses incurred by Davis Brown in the course of the
representation.

The firm's rates are:

       Professional                     Hourly Rate
       ------------                     ----------
       Stanley J. Thompson, Es.             $320
       Mark D. Walz, Esq.                   $300
       Sarah K. Franklin, Esq.              $195
       Associates                       $180 to $235
       Paralegals                        $90 to $115

                     About Crawfordsville LLC

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.


CV STEEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: CV Steel Fab of PR, Inc.
        P.O. Box 7994
        Ponce, PR 00732

Bankruptcy Case No.: 13-02061

Chapter 11 Petition Date: March 16, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Nilda M. Gonzalez Cordero, Esq.
                  P.O. Box 3389
                  Guaynabo, PR 00970
                  Tel: (787) 721-3437
                  E-mail: ngonzalezc@ngclawpr.com

Scheduled Assets: $5,297

Scheduled Liabilities: $4,257,235

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/prb13-02061.pdf

The petition was signed by Miguel A. Cedeno Rodriguez, president.


DESERT DERMATOLOGY: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Desert Dermatology Medical Associates, Inc.
        35280 Bob Hope Drive, Suite 105
        Rancho Mirage, CA 92270

Bankruptcy Case No.: 13-14793

Chapter 11 Petition Date: March 18, 2013

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

Judge: Wayne E. Johnson

Debtor's Counsel: Ian Landsberg, Esq.
                  LANDSBERG & ASSOCIATES, APC
                  5950 Canoga Avenue, Suite 605
                  Woodland Hills, CA 91367
                  Tel: (818) 855-5900
                  Fax: (818) 855-5910
                  E-mail: ilandsberg@landsberg-law.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 18 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-14793.pdf

The petition was signed by Wendy E. Roberts, president.


DEX ONE: Reports $35 million Net Loss for Fourth Quarter
--------------------------------------------------------
Dex One Corporation on March 18 announced fourth quarter and full
year 2012 results in line with previously provided guidance.

The quarter and year were highlighted by digital bookings growth
of 29 percent and 34 percent, respectively.

Ad sales for the quarter and year declined 14 percent, in line
with guidance.  Quarterly bookings and revenue declined 13 percent
and 14 percent, while annual bookings and revenue declined 13
percent and 12 percent.

"Dex One continued to deliver in 2012, as we met all stated
guidance objectives," said Dex One CEO Alfred Mockett.  "Our team
found a way to achieve our business goals despite the continuing
pressure on our print business.  We have stemmed the rate of ad
sales decline, thanks in large part to our bundled sales strategy,
and are aggressively selling bundles across our business."

"Since early 2010, Dex One has retired $1.9 billion in debt and we
have consistently met our financial obligations," said Dex One CFO
Greg Freiberg.  "Concurrently, we have built a digital business
with growth exceeding industry averages."

Net loss and cash flow from operations in the fourth quarter were
$35 million and $87 million, respectively.  Net income, cash flow
from operations and total debt (including fair value discount) for
full year 2012 were $62 million, $348 million and $2,010 million,
respectively.

                Dex One-SuperMedia Merger Update

On March 13, 2013, stockholders of both Dex One and SuperMedia
approved the merger.  Earlier on Monday, Dex One and SuperMedia
each filed pre-packaged plans of reorganization for Chapter 11
Bankruptcy as a means to complete the merger.  This process will
allow both companies to finalize the proposed credit agreement
amendments previously agreed to by a significant percentage of
lenders.  The companies expect to complete the merger in the first
half of 2013.

                          2013 Guidance

The company will not be providing first quarter or full year 2013
guidance due to its pending merger with SuperMedia, Inc.

                           Form 10-K

Dex One filed with the U.S. Securities and Exchange Commission its
annual report on Form 10-K disclosing net income of $62.40 million
on $1.30 billion of net revenues for the year ended Dec. 31, 2012,
as compared with a net loss of $518.96 million on $1.48 billion of
net revenues during the prior year.

For the three months ended Dec. 31, 2012, the Company incurred a
net loss of $35.40 million on $301.3 million of net revenue, as
compared with net income of $5.50 million on $352 million of net
revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.83 billion
in total assets, $2.79 billion in total liabilities and $40.60
million in total shareholders' equity.

"Dex One continued to deliver in 2012, as we met all stated
guidance objectives," said Dex One CEO Alfred Mockett.  "Our team
found a way to achieve our business goals despite the continuing
pressure on our print business.  We have stemmed the rate of ad
sales decline, thanks in large part to our bundled sales strategy,
and are aggressively selling bundles across our business."

"Since early 2010, Dex One has retired $1.9 billion in debt and we
have consistently met our financial obligations," said Dex One CFO
Greg Freiberg.  "Concurrently, we have built a digital business
with growth exceeding industry averages."

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

                      http://is.gd/FyQqBo

                          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: S&P Lowers CCR to 'D' on Plan to File for Chapter 11
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cary, N.C.-based Dex One Corp. to 'D' from 'CCC'.  All
issue-level ratings remain at 'D' as a result of ongoing subpar
repurchases that are tantamount to a default under S&P's criteria.

The rating actions follow the company's announcement that it plans
to restructure through a prepackaged Chapter 11 plan of
reorganization.  The existing senior credit agreements for both
companies require 100% approval from the senior lenders to
consummate the merger.  The company was unable to get the required
lender approval voluntarily and as a result has filed a Chapter 11
plan of reorganization.  Subject to court approval and possible
delays, S&P still expects the companies to complete the merger in
the first half of 2013.  S&P expects to evaluate the business risk
and financial risk of the combined company in reassessing the
post-emergence corporate credit rating.


DIGERATI TECHNOLOGIES: Obtains Injunction vs. Sonfield
------------------------------------------------------
Digerati Technologies, Inc. on March 15 provided an update in the
matter of Digerati Technologies, Inc. vs. Sonfield & Sonfield,
P.C., Robert L. Sonfield, Jr., Robert Rhodes, and William McIlwain
("Defendants"), case number 2013-06483, 281st District Court,
Harris County, Texas, and related matters.  On March 4, 2013, the
Court issued a Temporary Injunction that is to remain in place
until the conclusion of a trial on the merits of the case, which
the Court scheduled to commence on August 5, 2013.

The Temporary Injunction restrains and enjoins the Defendants from
taking various actions, including:

(i) Filing any documents on behalf of the Company with any state
or federal agency, authority or organization, including but not
limited to the Securities and Exchange Commission purporting to be
on behalf of the Company; (ii) Making any public statements
purporting to be on behalf of the Company; (iii) Representing to
certain third parties that the Defendants are officers, directors,
agents, attorneys, or employees for the Company; (iv) Representing
to certain third parties that Arthur L. Smith is not the duly
appointed Chief Executive Officer, President, Secretary, Chairman
of the Board, and sole Director of the Company; and (v) Accessing
or making changes to the Company's website, or any bank or
commercial account in the name of or used for the benefit of the
Company.

Furthermore, as part of the Temporary Injunction, the Court found
that irreparable harm will occur to the Company because it appears
that assets of the Company have been transferred or are under
imminent threat to be transferred or assigned, and therefore
ordered that the Company (excluding its subsidiary, Shift8
Technologies, Inc.) and Oleum Capital, LLC, the majority
shareholder of the Company, and all persons acting in concert with
them, be restrained and enjoined from transferring, conveying,
assigning, destroying, or selling any assets conveyed for the
benefit of the Company in the November 26, 2012 transaction,
without prior approval of the Court, except to the extent
necessary for operating in the ordinary course of business.  The
Company joined in the entry of the injunction concerning the
Assets.  Through testimony in Court the Company learned that that
persons purportedly acting on behalf of the Company's wholly-owned
subsidiary, Waste Deep, Inc., received signed notices of default
and foreclosure, and entered into and executed an assignment of
the Assets in lieu of foreclosure in January and/or February of
this year.  The Company had not received the Notices or Assignment
prior to the Court's Temporary Injunction proceeding, and
considers the Assignment of the Assets unauthorized and improper.
These matters are under review by the Company.

The Company intends to work with all parties to this litigation
and others in an effort to resolve current and prospective claims
and disputes related to the litigation, including without
limitation, the Assets.  It is uncertain how, when or if the
Disputes will be resolved prior to trial.  The Company is
uncertain if this litigation will have a material impact on the
Company.

In addition to the foregoing, as previously disclosed in the
Current Report on Form 8-K filed with the SEC on January 30, 2013,
the Defendants filed an 8-K, purportedly in the name of the
Company, on January 28, 2013, which stated that the Company's
board of directors appointed Robert C. Rhodes as President, Chief
Executive Officer, and Director and elected William McIlwain as
Chairman of the Board and Corporate Secretary to fill the
vacancies created by the resignation of John Howell.  Contrary to
these unauthorized statements by the Defendants in that 8-K,
Arthur L. Smith was appointed as the Company's Chief Executive
Officer, President, Secretary and Chairman in connection with John
Howell's resignation.  Mr. Smith remains the Company's President,
Chief Executive Officer, Chairman and sole Director. Antonio
Estrada remains the Company's Chief Financial Officer.  Messrs.
Rhodes and McIlwain have no position with the company in either an
officer or director capacity.

Prior to the Temporary Injunction, these same Defendants took
several unauthorized actions purportedly on behalf of the Company,
including, but not limited to filing a lawsuit against Oleum
Capital, LLC (Digerati Technologies, Inc. v. Oleum Capital, LLC,
Case No. 2:13?cv?00191 in the United States District Court for the
District of Nevada) and most recently filing an unauthorized
Preliminary Schedule 14C with the SEC on February 15, 2013.

The Company is working with the SEC, the Nevada Secretary of State
and others to remedy the Defendants' unauthorized filings, as well
as any other improper and unauthorized acts undertaken by the
Defendants purportedly on behalf of the Company.

In addition to the aforementioned cases, some of the Defendants,
entities they control, and others acting with the Defendants have
filed lawsuits against the Company's CEO, CFO, SEC counsel, a
financial consultant working with the Company and others.  These
lawsuits include Rhodes Holdings, LLC et al. v. David L. Gorham et
al., Cause No. 2013-CI-02253 in the 285th Judicial District Court
of Bexar County, Texas, Recap Marketing and Consulting, LLP v.
Gregg E. Jaclin and Christy Albeck, Cause No. 2013-05480 in the
157th Judicial District Court of Harris County, Texas, and Robert
L. Sonfield, Jr., P.C. v. Christy E. Albeck and Gregg E. Jaclin,
Cause No. 2013-05429 in the 129th Judicial District Court of
Harris County, Texas.  The Company intends to work with the
parties to this litigation in an effort to resolve current and
prospective claims related to this litigation.  It is uncertain
whether, how or when these claims may be resolved.  The Company is
uncertain if this litigation will have a material impact on the
Company.

As of March 14, 2013, the Company has not completed the audits of
Hurley Enterprises, Inc. and Dishon Disposal Inc. which were
acquired on November 26, 2012 pursuant to the Form 8-K filed with
the SEC on December 3, 2012. Pursuant to Item 9.01(a)(4) of Form
8-K, audited financial statements were required to be filed for
the Dishon and Hurley acquisitions.  Due to the Disputes, the
circumstances described above and other circumstances outside the
Company's control, the Company has been unable to timely complete
the audits. However, it anticipates filing a Form 8-K as soon as
practicable to report the results of the audits.

On March 8, 2013, the Company submitted a Current Report on Form
8-K with the SEC to disclose the aforementioned events, however,
the filing was not accepted by the SEC for reasons that remain
unclear to the Company.  The Company is seeking to work with the
SEC to address this matter.  As a result of this current inability
to file and the matters discussed in the preceding paragraph, the
Company is uncertain if it will be permitted to file its Quarterly
Report on Form 10-Q for the period ended January 31, 2013 on the
filing date, March 18, 2013.

Digerati Technologies, Inc. -- http://www.digerati-inc.com-- is a
provider of cloud communication services.


DNL INDUSTRIES: Files Schedules of Assets & Liabilities
-------------------------------------------------------
DNL Industries, LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York, its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                  $0.00
B. Personal Property         $52,939.98
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $1,425,000.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $3,326,888.47
                         --------------          --------------
TOTAL                        $52,939.98           $4,751,888.47

DNL Industries said the value of its patents is unknown.  Those
patents include a system and method for identifying a food event,
tracking the food product, and assessing risks and costs
associated with intervention; system and method of providing
product quality and safety; food product contamination event
management system and method; and monitoring and management of
lost product.

DNL Industries, LLC, based in Bedford, New York, filed for Chapter
11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-22079) on Jan. 22,
2013.  Judge Robert D. Drain oversees the case.  Stephen B.
Selbst, Esq., at Herrick, Feinstein, LLP, serves as the Debtor's
counsel.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Roger D. Timpson, chief restructuring officer.


DOLE FOOD: Fitch Keeps 'B+' IDR on Rating Watch Positive
--------------------------------------------------------
Fitch Ratings maintains the Rating Watch Positive on Dole Food
Co., Inc. (Dole; NYSE DOLE) and Solvest Ltd. - Dole's wholly-owned
subsidiary ratings as follows:

Dole (Operating Company)
-- Long-term Issuer Default Rating (IDR) 'B+';
-- Asset-based (ABL) revolver due 2016 'BB+/RR1';
-- Secured term loan B due 2018 'BB+/RR1';
-- 13.875% third-lien notes due 2014 'BB/RR2';
-- 8% third-lien notes due 2016 'BB/RR2';
-- 8.75% senior unsecured notes due 2013 'B-/RR6'.

Solvest Ltd. (Bermuda-Based Subsidiary)
-- Long-term IDR 'B+';
-- Secured term loan C due 2018 'BB+/RR1'.

At Dec. 29, 2012, Dole had $1.7 billion of total debt.

Fitch placed the ratings of Dole and Solvest on Watch Rating on
Sept. 19, 2012 following the firm's announcement regarding a
definitive agreement to sell its worldwide packaged foods and Asia
fresh produce business to ITOCHI Corp. (ITOCHU) for $1.685 billion
in cash. ITOCHU will have exclusive rights to the Dole trademark
on packaged food products worldwide and on fresh produce in Asia,
Australia, and New Zealand, subject to certain exceptions.

Dole simultaneously announced that it would use the majority of
the proceeds, net of about $300 million of cash cost associated
with the transaction and subsequent restructuring, to pay off its
existing debt. In connection with the divestiture and debt pay
down, Dole indicated that it would recapitalize its balance sheet
with any new debt issued on more favorable terms and being biased
towards term loans.

Fitch's Rating Watches indicate a heightened probability of a
rating change and the likely direction of such a change. They are
typically event-driven and, as such, are generally resolved over a
relatively short period. After a Rating Watch has been in place
for six months, Fitch's policy is to review the Rating Watch every
three months until it is resolved. Fitch will monitor any
negotiations that may develop between Dole and Itochu and will
resolve the Rating Watch when there is clarity regarding a
potential transaction and the terms thereof.

KEY RATING DRIVERS:

The Positive Rating Watch indicates that there is heightened
probability of an upgrade with the ultimate outcome dependent on
Dole's post recapitalization capital structure and leverage. Dole
expects the closing of the divestiture and confirmation of its
final debt structure to occur on April 1, 2013, versus the firm's
original expectation that closure would occur by the end of 2012.
Board approval and customary regulatory approvals have been
received. On Feb. 22, 2013, ITOCHU paid Dole a non-refundable cash
deposit of $200 million to be applied towards the purchase price
and the parties agreed that, with limited exceptions, the deposit
would be forfeited and retained by Dole if the closing does not
occur by April 1, 2013.

Fitch believes Dole will maintain materially lower debt levels as
a smaller commodity produce company with volatile operating
earnings and cash flow but views a debt-financed shareholder
payout as a possibility. In early 2013, Dole announced that it was
finalizing the written banking commitments for a new $400 million
term loan and a $300 million revolving credit facility, to be
implemented upon completion of the sale transaction.

However, Dole continues to assess its capital structure and at
this time plans to confirm final debt levels concurrent with the
closing of the divestiture of its worldwide packaged foods and
Asia fresh businesses on April 1. Dole has not committed to a new
leverage goal but prior to its strategic business review and
definitive agreement with ITOCHU, the firm's financial strategy
was to utilize free cash flow (FCF) and asset sale proceeds to pay
down debt, engage in select tuck-in acquisitions, and reduce net
debt-to-EBITDA to 2.0x.

Upon resolution of the Positive Watch, Dole's ratings will
continue to reflect its mid-single digit margins and the periodic
volatility of its remaining fresh produce operations in North
America, Latin America, Europe and Africa. Ratings will also
incorporate Fitch's view of normalized or average EBITDA, future
FCF generation, and the fact that Dole is less diversified. Dole's
operating earnings and cash flow should benefit from reduced
overhead and operational costs associated with a smaller more
streamlined organization and lower interest expense due to reduced
debt levels.

Pro forma for the divestiture, Dole will have approximately $4.2
billion revenue with nearly 75% or about $3.2 billion from fresh
fruit and about 25% or $1 billion from fresh vegetables. For 2013,
Dole expects consolidated EBITDA for these operations to
approximate the low end of its $150 million - $170 million
guidance due mainly to competitive pricing in North American
bananas which according to the company has resulted in a small
loss of market share. Dole also intends to spend $170 million in
capital expenditures during 2013 as it strategically invests in
its farm assets and expand its port in Ecuador.

Fitch currently views normalized EBITDA for new Dole to be in the
$200 million - $250 million range but realizes it may take more
than a year for earnings to reach this level. Fitch also believes
Dole can generate modest FCF in most years. This belief is based
on assumptions regarding normalized EBITDA, cash taxes in the 20%
range, meaningfully reduced cash interest expense due to lower
debt levels, and a normal capital expenditure run rate of $60
million - $70 million. Most of Dole's earnings and cash flow is
generated in the first half of the year.

Dole expects to realize $20 million of sustainable cost savings in
2013 and is developing other initiatives and operational programs
to capture additional future savings. The company is also
targeting $175 million - $200 million of proceeds from the
marketing of approximately 20,600 acres of non-core Hawaiian land
not currently being farmed. Funds, which will be received over the
next few years, are expected to be reinvested in its business.
Following these asset sales, Dole will continue to maintain a
substantial asset base of farm land, manufacturing facilities,
ships, containers, ports, and other buildings.

Credit Statistics, Liquidity and Maturities:

For the latest 12-month (LTM) period ended Dec. 29, 2012,
comparable total debt-to-operating EBITDA inclusive of the $188
million of EBITDA generated by Dole's businesses being sold to
ITOCHU during 2011 has been estimated at 4.7x, in line with levels
from Dec. 31, 2011. FCF from continuing operations was negative
$60.5 million versus negative $77.1 million for the year ended
Dec. 31, 2011.

At Dec. 29, 2012, Dole's liquidity consisted of $91.6 million of
cash and $117.1 million of availability under its $350 million
revolving ABL facility expiring July 8, 2016. ABL availability
reflects a borrowing base of $331.3 million, $95 million of
letters of credit, and a $119.2 million of outstanding balance.
Dole's only financial covenant for its credit facilities is a
springing fixed charge coverage ratio of at least 1.0x if ABL
availability is below a certain amount.

Dole's debt agreements contain mandatory prepayment requirements
related to asset sales. At Dec. 29, 2012, Dole had $155 million of
8.75% senior unsecured notes due July 2013, $174.9 million of
13.875% junior-lien notes due March 2014, $315 million of 8% of
junior-lien notes due September 2016, and a $311 million term B
loan due July 2018. Solvest's $556.6 million term C loan is due
July 2018.

Dole's existing ABL has a first-priority lien on U.S. account
receivables and inventory and a second-priority lien on real and
intangible property. Term loans are secured on a first priority
basis by real and intangible property and on a second priority
basis by ABL collateral. Lastly, third-lien notes have the benefit
of a lien on certain U.S. assets of Dole that is junior to the
liens of the company's senior secured credit facilities.

Rating Sensitivities:

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

-- The closure of Dole's asset sale transaction, the subsequent
    payoff of existing debt, and more certainty as to Dole's
    capital structure following the recapitalization of its debt
    structure is expected to result in rating upgrade(s). However,
    continued loss of market share due to competitive pricing in
    North American bananas would be viewed negatively.

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

-- A downgrade is not anticipated as Fitch expects Dole to
    maintain a materially lower debt level following its
    recapitalization.


DTS8 COFFEE: Incurs $812,800 Net Loss in Jan. 31 Quarter
--------------------------------------------------------
DTS8 Coffee Company, Ltd., formerly known as Berkeley Coffee &
Tea, Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$812,864 on $65,463 of sales for the three months ended Jan. 31,
2013, as compared with a net loss of $6,363 on $59,270 of sales
for the same period during the prior year.

For the nine months ended Jan. 31, 2013, the Company incurred a
net loss of $996,386 on $185,256 of sales, as compared with a net
loss of $7,137 on $161,929 of sales for the same period a year
ago.

The Company's balance sheet at Jan. 31, 2013, showed $4.62 million
in total assets, $661,274 in total liabilities and $3.96 million
in total shareholders' equity.

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

                        http://is.gd/aTumdN

                         About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100% of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

As reported in the TCR on Aug. 14, 2012, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Berkeley Coffee
& Tea Inc.'s ability to continue as a going concern, following
the Company's results for the fiscal year ended April 30, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations.


DUNLAP OIL: Court Okays Waterfall Economidis as Special Counsel
---------------------------------------------------------------
The Bankruptcy Court overseeing the Chapter 11 proceeding of
Dunlap Oil Company Inc. approved the Debtor's employment of a
special collections counsel.

As reported in the Troubled Company Reporter on Feb. 4, 2013,
Dunlap specifically identified Steven J. Itkin, Esq., at Tuczon-
Arizona-based Waterfall, Economidis, Caldwell, Hanshaw &
Villamana, P.C., for the job.

Waterfall Economidis will, among other things, provide Dunlap Oil
with legal advice with respect to its rights and options on
pending collection claims, state court actions and proceedings and
other related or potential collection matters.

           About Dunlap Oil Company and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

Judge James M. Marlar presides over the case.  John R. Clemency,
Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy, P.A.,
serve as the Debtors' counsel.  Peritus Commercial Finance LLC
serves as financial advisor.  Quail Hollow Inn also hired Sally M.
Darcy of McEvoy Daniels & Darcy P.C. for the limited purpose of
handling any claims, issues, and/or disputes between QHI and Best
Western International, Inc.  The Debtors' lead counsel, Gallagher
& Kennedy, P.A., has a conflict precluding its representation of
the Debtor in matters relating to Best Western.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.
The Committee tapped Nussbaum Gillis & Dinner, P.C. as its
counsel.

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.  Counsel to Canyon Community Bank NA are
Jeffrey G. Baxter, Esq., Pat P. Lopez III, Esq., and Rebecca K.
O'Brien, Esq., at Rusing Lopez & Lizardi PLLC.


DVORKIN HOLDINGS: Trustee Seeks to Employ CBRE Inc. as Broker
-------------------------------------------------------------
Gus A. Paloian, as the Chapter 11 trustee of the bankruptcy
estate of Dvorkin Holdings, LLC, is asking the Bankruptcy Court
for authority to employ CBRE, Inc., as real estate broker to the
Estate for the sale of certain real property, pursuant to the
terms of an exclusive sales listing agreement.

The Real Property currently consists of one office property with
the commonly known street address identified on the schedule to
the Agreement. The Broker's Commission will consist of (a) 5% of
the first $1,000,000 of the sale proceeds, and (b) 4% for every
dollar of sale proceeds that exceed $1,000,000.

The Trustee also seeks approval to list additional real property
with the Broker and to pay the commission pursuant to the same fee
structure.

The Trustee assures the Court the Broker is a "disinterested
person," as that term in used and defined in Bankruptcy Code
sections 327(a) and 101(14).

                      About Dvorkin Holdings

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

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


DVORKIN HOLDINGS: Trustee Seeks to Employ NAI Hiffman as Broker
---------------------------------------------------------------
Gus A. Paloian, as the Chapter 11 trustee of the bankruptcy
estate of Dvorkin Holdings, LLC, is asking the Bankruptcy Court
for authority to employ NAI Hiffman as real estate broker to the
Estate for the sale of certain real property, pursuant to the
terms of an exclusive sales listing agreement.

The Real Property currently consists of two office properties
located at:

   -- 2 East 22nd Street, Lombard, IL 60148; and
   -- 17 W 695-745 Butterfield Road, Oakbrook Terrace, IL 60181.

The Broker's Commission will consist of (a) 5% of the first
$1,000,000 of the sale proceeds, and (b) 4% for every dollar of
sale proceeds that exceed $1,000,000.

The Trustee also seeks approval to list additional real property
with the Broker and to pay the commission pursuant to the same fee
structure.

The Trustee assures the Court the Broker is a "disinterested
person," as that term in used and defined in Bankruptcy Code
sections 327(a) and 101(14).

                      About Dvorkin Holdings

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

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


DVORKIN HOLDINGS: Seyfarth Can Represent Trustee in Asset Sales
---------------------------------------------------------------
Gus A. Paloian, as the Chapter 11 trustee of the bankruptcy
estate of Dvorkin Holdings, LLC, sought and obtained an order from
the Bankruptcy Court explicitly authorizing him to amend and
clarify the scope of employment of Seyfarth Shaw LLP to expressly
permit Seyfarth to represent him and the Estate in the sale of
certain assets, including real property.

The Debtor lists ownership interests in more than 40 partnerships
and joint ventures, all of which are limited liability companies
-- the Nondebtor LLCs.  The Debtor also discloses numerous
beneficial interests in land trusts.  The Debtor is a codebtor or
guarantor of the debt for at least 44 entities, most of which
appear to be Non-Debtor LLCs or Land Trusts.

The Trustee clarified the scope of retention of Seyfarth to
expressly permit Seyfarth to represent the Trustee and the Estate
in their capacity as agent for the various Land Trusts under
powers of direction, the Nondebtor LLCs as manager thereof, and
other entities owned or controlled, in whole or in part, by
the Estate as disclosed in the amended bankruptcy schedules and
statement of financial affairs or as otherwise indicated by the
Trustee. This representation may include, but is not limited to:

   (a) the sale of assets, including real property, owned by such
       Affiliates; and

   (b) the wind-up of such Affiliates.

As such, Seyfarth will also, at least indirectly, represent the
Debtor's Affiliates with respect to the sale of their real
property and wind-ups. While it may be possible for Trustee to
commence Chapter 11 bankruptcy cases for, and seek joint
administration of, most, or all of the Debtor's Affiliates, the
Trustee believes the procedure will best maximize the
Debtor's assets for creditors of the Estate.

As reported in the Troubled Company Reporter on Jan. 9, 2013, the
Chapter 11 Trustee said it needs counsel to represent him in
the performance of his duties, the liquidation of certain assets,
and, as may be appropriate, confirmation of a chapter 11 plan.
Additionally, the Trustee anticipates the need to initiate
litigation to recover funds that are property of the Estate, but
which were not disclosed in the Debtor's schedules and have not
been willingly returned thereto.

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

The firm's rates are:

    Professional        Position/Practice Area 2012         Rate
    ------------        ---------------------------         ----
    Gus A. Paloian       Partner/Bankruptcy               $600.00
    Jason J. DeJonker    Partner/Bankruptcy               $480.00
    Jason P. Stiehl      Partner/Litigation               $435.00
    James B. Sowka       Associate/Bankruptcy             $395.00
    Christopher J.       Harney Associate/Bankruptcy      $370.00
    Andrew Connor        Paralegal/Bankruptcy             $265.00
    Jennifer M. McManus  Paralegal/Bankruptcy             $255.00
    Alice Shepro Case    Assistant/Bankruptcy              $90.00

                      About Dvorkin Holdings

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

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


DYNEGY INC: Full Year 2012 Adjusted EBITDA at $57 Million
---------------------------------------------------------
Dynegy Inc. on March 14 reported full-year 2012 Enterprise-wide
Adjusted EBITDA of $57 million compared to $281 million for the
same period in 2011.  Lower realized prices for the Coal segment,
lower revenues from the termination of certain California
contracts, and the settlement of legacy financial positions
reduced Adjusted EBITDA for the Coal and Gas segments by $305
million.  Partially offsetting these items were an $18 million
improvement in Coal and Gas segments operating and maintenance
expenses, a $27 million improvement in spark spreads, net of
hedges and basis, in the Gas segment, and a $38 million positive
adjustment for non-cash amortization related to the Gas segment's
Independence contract.  The Company's operating loss was $99
million for the full-year 2012 compared to an operating loss of
$189 million for the same period in 2011.

"2012 was a transformative year for Dynegy.  We completed the
majority of our financial and organizational restructuring during
the year and now have one of the strongest balance sheets in the
merchant generation sector.  Both our coal and gas fleets had
strong operational performance in 2012 despite pressure on power
prices from low natural gas prices," said Robert C. Flexon, Dynegy
President and Chief Executive Officer. "Our work in 2012 allows us
to further focus on executing daily operations, strategic
priorities including capital allocation, successfully closing the
AER acquisition and completing a corporate-level refinancing.  We
are committed to maintaining and building upon our financial
strength and affirm the 2013 Adjusted EBITDA and cash flow
guidance that we provided during our January 2013 investor
meeting."

Fourth quarter 2012 Enterprise-wide Adjusted EBITDA was $(42)
million compared to $(14) million for the same period in 2011.
The weaker financial results were primarily driven by lower
realized power prices for the Coal segment, due to lower hedge
prices and increased basis differentials, which decreased energy
margins by $62 million.  Unfavorable financial settlements of $29
million related to legacy financial positions for the Gas segment
were more than offset by a $34 million increase in operating
margin due to improved spark spreads, net of hedges and basis, and
the absence of a $34 million loss on commercial activities which
occurred in 2011.  The 2012 fourth quarter operating loss was $104
million compared to an operating loss of $105 million for the same
period in 2011.

A copy of Dynegy's earnings release for the twelve months ended
Dec. 31, 2012, is available for free at http://is.gd/ge1CHh

                           About Dynegy

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

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

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

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

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

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

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


DYNEGY INC: To Acquire Ameren's Merchant Generation Business
------------------------------------------------------------
Ameren Corporation on March 14 disclosed that it has entered into
a definitive agreement to divest its merchant generation business,
Ameren Energy Resources Company (AER), to an affiliate of Dynegy
Inc.

AER consists primarily of Ameren Energy Generating Company
(Genco), including Genco's 80 percent ownership interest in
Electric Energy, Inc.; AmerenEnergy Resources Generating Company
(AERG); and Ameren Energy Marketing Company.

"Divestiture of the merchant generation business will position
Ameren as a company focused exclusively on its rate-regulated
electric, natural gas and transmission operations, clarifying our
strategic direction and value proposition to investors," said
Thomas R. Voss, chairman, president and CEO of Ameren Corporation.
"We expect that this transaction will reduce business risk and
improve the predictability of our future earnings and cash flows,
which is expected to strengthen Ameren's credit profile and
support Ameren's dividend."

The divestiture will not impact the electric and natural gas
utility service provided by Ameren's rate-regulated businesses,
Ameren Illinois and Ameren Missouri.

Total value benefits associated with the divestiture are estimated
to be approximately $900 million for Ameren.  This includes
removal of the $825 million principal amount of Genco senior notes
from Ameren's consolidated balance sheet and an estimated $180
million, at present value, of tax benefits expected to be
substantially realized in 2015.  These benefits are partially
offset by transaction-related costs and liabilities retained by
Ameren.  These liabilities include retention of certain employee
retirement obligations.  In addition, Ameren will retain Genco's
Meredosia and Hutsonville energy centers, which are no longer in
operation, and related obligations.  Further, Ameren will provide
guarantees and collateral support, secured by AER assets and a $25
million Dynegy Inc. guarantee, for up to 24 months for certain
existing contracts.  Ameren will receive no cash proceeds as a
result of this transaction.

Genco's existing senior notes will remain outstanding after the
transaction closes and will continue to be solely obligations of
Genco.

Prior to entering into the divestiture agreement, the existing
Genco put option agreement was amended and exercised.  As a
result, an affiliate of Ameren that is not a member of the
divested group will acquire the Elgin, Gibson City and Grand Tower
gas-fired energy centers prior to completion of the divesture
transaction, subject to approval by the Federal Energy Regulatory
Commission (FERC).  This Ameren affiliate will initially pay Genco
the greater of $133 million or the appraised value of these
assets.  Should these assets be sold within two years of the
divestiture, the after-tax proceeds realized in excess of the
initial amount paid will be due to Genco.  Ameren plans to put the
three gas-fired energy centers up for sale as soon as reasonably
practical.

The agreement also provides that the buyer will honor collective
bargaining agreements for AER union employees and provide those
AER management employees who continue to work for the buyer with
competitive pay and benefits.

As a result of the planned divestiture, AER is expected to be
classified as held for sale and reported as discontinued
operations in Ameren's consolidated financial statements beginning
in the first quarter of 2013.  Ameren also expects to record an
after-tax charge to earnings estimated to be in the range of $300
million to write down the carrying value of the divested business
and expense transaction-related costs.

The transaction is subject to regulatory approvals, including from
the FERC, and other customary conditions and is expected to be
completed in the fourth quarter of 2013.

J.P. Morgan served as lead financial advisor and provided a
fairness opinion to Ameren. Greenhill also provided a fairness
opinion.  Wachtell, Lipton, Rosen & Katz served as legal counsel.

                           About Ameren

St. Louis-based Ameren Corporation -- http://www.ameren.com--
serves 2.4 million electric customers and more than 900,000
natural gas customers in a 64,000-square-mile area through our
Ameren Missouri and Ameren Illinois rate-regulated utility
subsidiaries.  Ameren Illinois provides electric and natural gas
delivery service while Ameren Missouri provides vertically
integrated electric service, with generating capacity of 10,300
megawatts, and natural gas delivery service.  Ameren Transmission
develops regional electric transmission projects.

                           About Dynegy

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

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

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

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

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

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

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


EAST COAST BROKERS: Files List of Top Unsecured Creditors
---------------------------------------------------------
East Coast Brokers & Packers, Inc., filed a list of creditors
holding 20 largest unsecured claims:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bell Irrigation Inc.                               $1,139,084
1920 Meadowbrook Dr
Cairo, GA 39828

Georgia Pacifici Corp.
PO Box 102574
Atlanta, GA 30368-0574                               $443,188

East Coast Agri-Technologies, Inc.                   $220,649
3164 Gov Moore Road
Clinton, NC 28328

Farmore High IQ                                      $196,742

Doug Smith Machinery, Inc.                           $153,052

Farm Plan                                            $138,254

McCarron & Diess Inc.                                 $87,789

Roggen Enterprises                                    $87,173

John H. Raines III, P.A.                              $86,384

Neff Rental Inc.                                      $83,910

John Deere Financial, FSB                             $78,769

Trombley & Hanes                                      $75,000

La Zeta Mexicana                                      $72,528

MSA, P.C.                                             $61,198

Zenith Insurance Co.                                  $52,204

Coast Gas Fort Pierce                                 $50,047

Heritage Propane                                      $50,047

Jennings & Associates Ins. Inc.                       $50,000

Airgas USA, LLC                                       $48,743

Wimauma Supermarket                                   $44,654

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


EASTMAN KODAK: Offer to Subscribe for Loans Expires
---------------------------------------------------
Eastman Kodak Company on March 15 announced the expiration, at
5:00 p.m. on March 14, 2013, of the offer to holders of its
outstanding 10.625% Senior Secured Notes due March 15, 2019 (CUSIP
Nos. 277461BK4 and U27746AH6) and 9.75% Senior Secured Notes due
March 1, 2018 (CUSIP Nos. 277461BH1 and U27746AG8) to (i)
subscribe for up to an aggregate amount of $455,000,000 of term
loans under a new junior secured priming superpriority debtor-in-
possession term loan facility; and (ii) exchange Notes for up to
an aggregate amount of $375,000,000 of junior term loans under the
Junior DIP Facility.  The offer was oversubscribed.

Kurtzman Carson Consultants LLC, the information agent for the
offer, will notify holders whose commitments to participate were
accepted of their allocated amounts of New Money Loans and Junior
Loans, and provide them with funding and tender instructions on or
before Tuesday, March 19, 2013.  Participating Holders will be
required to fund their allocated amounts of New Money Loans,
tender Notes for exchange into Junior Loans and provide signature
pages to the Junior DIP Facility credit agreement by 5:00 p.m. on
Thursday, March 21, 2013.  Kodak expects that both the closing of
the Junior DIP Facility and the amendment and restatement of
Kodak's existing DIP Facility will occur on Friday, March 22,
2013.

Subject to the closing of both facilities, on March 22, 2013,
Kodak will make a "catch up" adequate protection payment in the
aggregate amount of approximately $116 million to the record
holders of Notes on March 21, 2013.  Thereafter, the Company will
make monthly adequate protection payments in arrears to holders of
outstanding Notes in an amount equal to current non-default
interest on such Notes.  The record date for holders entitled to
receive the monthly adequate protection payments will be the last
business day of the applicable month and the adequate protection
payment date will be the tenth business day of the following
month.

                     Bankruptcy Proceedings

Kodak and certain of its affiliates have filed voluntary petitions
for relief under Chapter 11 of Title 11 of the United States Code,
11 U.S.C. 101 et seq. and are operating their businesses and
managing their property as debtors-in-possession pursuant to the
Bankruptcy Code.  Nothing herein or in any of the offer documents
shall constitute or be deemed to constitute a solicitation by any
party of votes to approve or reject a Chapter 11 plan for any
debtor.  A solicitation with respect to votes to approve or reject
a Chapter 11 plan only may be commenced once a disclosure
statement that complies with section 1125 of the Bankruptcy Code
has been approved by the Bankruptcy Court.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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


ECOSPHERE TECHNOLOGIES: Names Founder as CEO and Chairman
---------------------------------------------------------
Ecosphere Technologies, Inc., appointed Dennis McGuire, its
Founder and Chief Technology Officer, as Chief Executive Officer
and Chairman of the Board of Directors.

Mr. McGuire, age 62 years, replaced John Brewster who resigned as
Chief Executive Officer and Chairman of the Board on March 12,
2013, for personal reasons.  Mr. McGuire will remain as
Ecosphere's Chief Technology Officer, a position he has held since
January 2011.

From September 2005 until January 2011, Mr. McGuire served as
Ecosphere's President and Chief Executive Officer.  From June 2008
until November 2008, Mr. McGuire was the Co-Chief Executive
Officer of Ecosphere, sharing the role with Mr. Patrick Haskell.
From November 2008 until August 2009, Mr. McGuire was the Chief
Technology Officer of Ecosphere.  Mr. McGuire is not receiving any
additional compensation for serving as Chief Executive Officer.

                  About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

The Company reported a net loss of $5.86 million in 2011,
following a net loss of $22.66 million in 2010, and a net loss of
$19.05 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$11.70 million in total assets, $4.41 million in total
liabilities, $4.05 million in total redeemable convertible
cumulative preferred stock, and $3.22 million in total equity.


EL CENTRO: Court Okays Hiring of GlassRatner as Financial Advisor
-----------------------------------------------------------------
El Centro Motors, dba Mighty Auto Parts, obtained permission from
the U.S. Bankruptcy Court to employ GlassRatner Advisory & Capital
Group, LLC as financial advisor and investment banker.

As reported in the Troubled Company Reporter on Dec. 18, 2012,
Mike Issa attested that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

GlassRatner will identify buyers for the Debtor's dealership and
advise the Debtor in connection with a sale process and the
potential outcome of a sale process, and GlassRatner will
undertake the following related tasks:

   * preparing an offering memorandum for distribution to
     prospective buyers;

   * developing a list of prospective buyers; and

   * distributing the offering memorandum and related documents to
     prospective buyers.

GlassRatner has a book fee of $25,000.

                     About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.

The Debtor disclosed at least $8,332,571 in total assets and
$19,624,057 liabilities as of the Chapter 11 filing.


ELCOM HOTEL: Taps Barthet Firm as Special Collections Lit. Counsel
------------------------------------------------------------------
Elcom Hotel & Spa, LLC, LLC, seeks court permission to employ Paul
D. Breitner and the law firm of The Barthet Firm, as special
collections litigation counsel to Elcom Hotel.

Barthet represented the prepetition receiver, Jorge Perez, on an
hourly basis as special collections counsel in several pre-
petition matters concerning amounts due and owing to Elcom Hotel.
For several months prior to the Petition Date, Barthet was
pursuing several select matters against unit owners. Some of these
matters have resulted in the filing of lawsuits and others are in
the pre-suit stage, in which demand letters have been sent, but
litigation has not yet commenced.

Barthet has successfully recovered in excess of $100,000 for the
Receiver; however, approximately seven cases remain pending in the
state court. Additionally, there are several collections actions
that need to be filed, as well as certain collections actions that
the Receiver was pursuing pre-petition that Elcom Hotel intends to
have transferred from the Receiver's law firm of McDonald Hopkins
LLC to Barthet. In this regard, the expertise and knowledge of
Barthet concerning these matters will be crucial to Elcom Hotel's
ability to efficiently and expeditiously collect receivables that
will be utilized for Elcom Hotel's operations during the Chapter
11 case.

Barthet's professionals will provide services on an hourly basis,
at rates comparable to those Barthet uses for comparable matters.
Currently, the rates for Barthet attorneys range from $275 to $400
per hour, and the rate for non-attorneys is $125.

Elcom Hotel seeks to engage Barthet as special litigation
collections counsel under Section 327(e) of the Bankruptcy Code,
and not as bankruptcy counsel pursuant to Section 327(a) of
the Bankruptcy Code. Therefore, Elcom Hotel submits the fact that
Barthet may not be "disinterested" does not preclude its
employment as special litigation collections counsel under Section
327(e) of the Bankruptcy Code, as Section 327(e) of the Bankruptcy
Code only requires that special counsel not hold or represent
interests adverse to the Debtors with respect to the matter on
which such attorney is to be employed.

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Alvarez &
Marsal Real Estate Advisory Services, LLC's Embree C. "Chuck"
Bedsole is the chief restructuring officer of the Debtor.


ELCOM HOTEL: Wants to Hire Benchmark as Management Company
----------------------------------------------------------
Elcom Hotel & Spa, LLC, LLC, seeks court permission to employ BMC
-- The Benchmark Management Company -- as management company of
Elcom Hotel's spa, restaurant, hotel units, and common areas
located at what is known as One Bal Harbour, which is operated as
a five-star resort.

Specifically, Benchmark will:

   a. supervise and direct the management and operations of the
      Hotel and the Shared Facilities;

   b. employ all employees working in or about the Hotel and the
      Shared Facilities;

   c. hire, train, promote, discharge and supervise the work of
      the management staff (i.e., general manager, assistant
      managers and department heads) of the Hotel and supervise
      through said management staff the recruiting, hiring,
      promoting, discharging and work of all other operating and
      service employees performing services in or about the Hotel
      and the Shared Facilities;

   d. to the extent of funds available from operation of the
      Property, be responsible for assuring proper and prompt
      payment of all payments, wages, compensation, payroll and
      other taxes, worker's compensation insurance, unemployment
      insurance, and health, welfare and other fringe benefits, if
      applicable, related to or incurred in course of the
      management and operation of the Hotel and the Shared
      Facilities;

   e. apply for, obtain and maintain, in the name of Elcom Hotel,
      all licenses and permits required in connection with the
      management and operation of the Hotel and the Shared
      Facilities;

   f. manage operating cash for the Hotel and the Shared
      Facilities in a timely, efficient and accurate manner to
      allow for the uninterrupted and efficient operation and
      maintenance of the Hotel and the Shared Facilities. Operator
      shall deliver or cause to be delivered to Elcom Hotel cash
      flow statements reconciling applicable operating and payroll
      accounts, accounts receivables and accounts payables, and
      cash requests, no less than every two weeks and no more than
      every week;

   g. supervise and direct the keeping of full and adequate books
      of account and such other records reflecting the results of
      the operation of the Hotel and the Shared Facilities;

   h. assist Elcom Hotel and its counsel with respect to any legal
      proceedings which may be necessary against lessees, unit
      owners or any other party; and

   i. in connection with any sale or lease of any Unit, Benchmark
      shall cooperate with the Associations to process any request
      for an estoppel certificate.

Benchmark does not have any connection with or any interest
materially adverse to the Debtors and other related parties.

Benchmark has agreed to perform the services at the ordinary and
usual monthly rate of three percent (3.0%) of Hotel Revenues for
services rendered with respect to management and operation of the
Hotel and $15,000 per calendar month for services rendered
with respect to management and operation of the Shared Facilities.

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Alvarez &
Marsal Real Estate Advisory Services, LLC's Embree C. "Chuck"
Bedsole is the chief restructuring officer of the Debtor.


ELCOM HOTEL: Court Okays Hiring of Kozyak Tropin as Ch. 11 Counsel
------------------------------------------------------------------
Elcom Hotel & Spa, LLC and Elcom Condominium, LLC, obtained court
approval to hire Kozyak, Tropin & Throckmorton, P.A., as general
bankruptcy counsel nunc pro tunc to Jan. 2, 2013.

As reported in the Troubled Company Reporter on Jan. 9, 2013,
KT&T's professionals will provide services on an hourly basis, at
rates comparable to those the firm uses for comparable matters.
Currently, the rates for KT&T attorneys range from $250 to $600
per hour, and the rate for non-attorneys is $200.

On Dec. 5, 2012, the firm received a $150,000 prepetition retainer
from the Debtors' manager, Thomas D. Sullivan.

The firm attests it has no connection with the Debtor's creditors
or other parties in interest and their respective attorneys.

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Alvarez &
Marsal Real Estate Advisory Services, LLC's Embree C. "Chuck"
Bedsole is the chief restructuring officer of the Debtor.


ELCOM HOTEL: Files Schedules of Assets & Liabilities
----------------------------------------------------
Elcom Hotel & Spa, LLC filed with the U.S. Bankruptcy Court for
the Southern District of Florida its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                Unknown
B. Personal Property     $10,378,304.51
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $1,832,486.14
E. Creditors Holding
   Unsecured Priority
   Claims                                           $153,395.42
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $18,024,344.88
                         --------------          --------------
TOTAL                    $10,378,304.51          $20,010,226.44

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Alvarez &
Marsal Real Estate Advisory Services, LLC's Embree C. "Chuck"
Bedsole is the chief restructuring officer of the Debtor.


EVANS & SUTHERLAND: Faces Defined Benefit Pension Plan Burden
-------------------------------------------------------------
Evans & Sutherland Computer Corporation on March 15 reported
financial results in its Form 10-K filing for the year ended
December 31, 2012.

Sales for 2012 were $24.9 million, compared to sales of $28.3
million for 2011.  The net loss for 2012 was $2.3 million or $0.21
per share, compared to a net loss of $2.1 million or $0.19 per
share for 2011.  The total comprehensive loss for the year was
$2.8 million compared to $10.6 million for 2011.  Revenue backlog
as of December 31, 2012 was $15.5 million compared to backlog of
$17.4 million as of December 31, 2011.

Comments from David H. Bateman, President and Chief Executive
Officer:

"Lower sales in 2012 resulted in a larger operating loss for the
year as compared to 2011.  The net losses for the two years were
comparable due to a $0.7 million loss on the condemnation of
property in 2011.  The lower sales were the result of a decrease
in the volume of orders and deliveries of all of our products.
The larger total comprehensive loss is primarily attributable to
increases in the net pension obligation.  The major cause of the
increases in the pension obligation was low market interest rates
used in measuring the obligation.  The drop in interest rate was
steeper in 2011 than in 2012, hence the much larger total
comprehensive loss in 2011.

"For the past several years we have employed various strategies
for growth and costs reduction in an effort to reverse a long
history of operating losses.  While this effort has significantly
reduced our operating losses, we now believe that the business, as
currently capitalized, is not capable of overcoming the enormous
burden of our defined benefit pension plan (the "Pension Plan").
The unfunded accounting liability for the benefits payable under
the Pension Plan is $28.3 million as of December 31, 2012.
Additionally, the Company has a total stockholders' deficit of
$24.6 million and total assets of $24.2 million as of December 31
2012.  The $28.3 million unfunded liability is for benefits which
were earned for service of Company employees prior to when plan
benefits were frozen in 2002 and during a period when the Company
was much larger, with as many as 1,400 employees.  The Pension
Plan is currently responsible for the retirement benefits of over
1,100 participants, of whom only 24 are current employees.  We
believe we have exhausted all efforts to overcome this burden.
Because we believe that the business has the potential for long
term profitability without the burden of the Pension Plan, we have
applied to the Pension Benefit Guarantee Corporation ("PBGC") for
a distress termination of the Pension Plan. Legal counsel engaged
to assist with this effort has advised that the facts and
circumstances of our application provide basis for approval of the
plan termination, and that PBGC settlements for resulting
termination liabilities are usually in amounts that are feasible
for the sponsor company to pay and remain as a going concern.

"The Company's goal in seeking a distress termination is to ensure
that the pension benefits of all Pension Plan participants are
paid and that the Company continues to operate as a going concern
while avoiding the costly damage and disruption to the business
which would result from bankruptcy reorganization.

"We intend to continue to aggressively pursue opportunities in the
digital theater and other markets served by our products, as well
as development and improvement of new and innovative products.  We
expect variable but consistent future sales and gross profits from
our current product line at annual levels sufficient to cover or
exceed operating expenses, not including the expense of the
Pension Plan.  With relief from the burden of the Pension Plan, we
believe an improved financial position may present opportunities
for better results through the availability of credit and stronger
qualification for customer projects.

"Our outlook for the business remains positive."

                     About Evans & Sutherland

Based in Salt Lake City, Utah, Evans & Sutherland is the world's
first computer graphics company and has developed an advanced
computer graphics technology for almost four decades.  Focusing
primarily on digital planetariums and digital cinemas worldwide,
E&S offers Digistar 3, the world's leading digital planetarium
system, full-dome movies and production services, premium-quality
projection domes, theater design services, and the E&S Laser
Projector, the world's highest resolution video projection system.


EXTERRAN HOLDING: Moody's Affirms 'Ba2' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed Exterran Holding, Inc.'s
Corporate Family Rating at Ba2, Probability of Default Rating at
Ba2-PD and senior notes rating at Ba3. The outlook was changed to
stable from negative.

Moody's also assigned a Ba3 CFR, Ba3-PD and B2 rating to Exterran
Partners, LP (EXLP) proposed $300 million senior notes, co-issued
by EXLP Finance Corp (unrated). Proceeds for the notes offering
will be used to repay outstanding indebtedness under EXLP's senior
secured revolving credit facility. This is the first time that
Moody's has rated EXLP as a stand-alone entity. The outlook is
stable.

"Exterran Holding's Ba2 Corporate Family Rating and stable outlook
are supported by its substantial scale, leading market positions
and global diversification," stated Michael Somogyi, Vice
President and Senior Analyst. "The Ba3 CFR on Exterran Partners,
LP is reflective of its large scale and visible growth potential.
These strengths are tempered by its reliance on Exterran Holdings
for support in terms of cost cap contributions and characteristics
related to its MLP structure."

Issuer: Exterran Holdings, Inc.

  Corporate Family Rating, affirmed Ba2

  Probability of Default rating, affirmed Ba2-PD

  US$350 million Senior Unsecured Regular Bond/Debenture,
  affirmed Ba3

  Speculative Grade Liquidity Rating, changed to SGL-2 from SGL-3

  Rating Outlook, changed to Stable from Negative

Issuer: Exterran Partners, LP

  Corporate Family Rating, assigned Ba3

  Probability of Default rating, assigned Ba3-PD

  US$300 million Senior Unsecured Regular Bond/Debenture,
  assigned B2

  Speculative Grade Liquidity Rating, assigned SGL-3

  Rating Outlook, assigned Stable

Ratings Rationale:

Exterran Partners, L.P. is a publicly traded master limited
partnership majority owned and controlled by Exterran Holdings,
Inc. through its 2% General Partnership stake and 29% Limited
Partnership interest. While EXLP's debt is nonrecourse to
Exterran, Moody's views it as a strategic subsidiary that Exterran
would support, if necessary, and therefore include EXLP's assets
and debt in Moody's fundamental analysis of Exterran. However, for
notching purposes, each entity's capital structure is assessed on
a stand-alone basis in accordance with Moody's Loss Given Default
Methodology.

Exterran's $350 million senior unsecured notes are rated Ba3, or
one notch beneath the Ba2 CFR, because of their junior position
relative to the company's $900 million senior secured credit
facility but structurally senior position to the $355 million
convertible notes under Moody's Loss Given Default Methodology.

EXLP's proposed $300 million senior unsecured notes are rated B2,
or two notches beneath the Ba3 CFR, reflective of their junior
position relative to its $650 million senior secured revolving
credit facility and $150 million senior secured Term Loan
facility.

Exterran continues to make progress on deleveraging initiatives
under a new management team focused on increasing operating
efficiencies and managing costs. Through these actions and
earnings improvements driven by increased development activity and
higher realized prices, Exterran ended 2012 with a consolidated
debt balance of approximately $1.7 billion (Moody's adjusted),
down from a peak level of $2.6 billion in 2008, and ended the year
with a consolidated leverage profile approaching 3.0x compared to
over 4.5x at year-end 2011. Cost reduction actions, an ongoing
profit improvement plan and projected business improvement are
expected to further support debt reduction efforts.

EXLP's Ba3 CFR is supported by its size and visible growth
potential driven by potential asset drop-downs from Exterran. EXLP
is the largest contract compression service provider in the U.S.
Combined, Exterran and EXLP hold a U.S. market share position of
approximately 45%. Exterran intends to use EXLP as the growth
vehicle for its U.S. contract operations. Since its IPO in 2006,
EXLP has purchased approximately 250,000 horsepower of compressors
each year from Exterran. Exterran currently has about 1.0 million
horsepower available to drop-down to EXLP, assuming Exterran can
convert them to service contracts.

In connection with the proposed drop-down of contracts using
259,000 horsepower of compressor units announced in March 2013,
the omnibus agreement between Exterran and EXLP will be amended to
increase the cost caps on quarterly operating expenses allocated
to EXLP to $22.50 per working horsepower per quarter from $21.75,
beginning on January 1, 2014 and extending through year-end 2014.
In addition, the cap on SG&A costs will be raised to $12.5 million
per quarter for the remainder of 2013 and to $15 million per
quarter through year-end 2014. These caps will terminate on
December 31, 2014, unless otherwise extended.

Exterran's ratings were stabilized reflective of its debt
reduction efforts and strengthening business conditions that
should support enhanced cash flows. The ratings could be
considered for an upgrade if Exterran is able to reduce
consolidated leverage to below 3x. If Exterran's consolidated
leverage profile rises above 4x, then the ratings could be
downgraded.

EXLP's ratings are not likely to be upgraded in the near-term as
the entity is expected to continue to acquire assets from Exterran
and remains dependent on Exterran for cost cap contributions.
EXLP's ratings could be considered for an upgrade upon proving its
ability to manage its financial profile below a 4x leverage metric
and a distribution coverage ratio above 1.2x without the
dependence on cost cap contributions from Exterran. EXLP's ratings
could be downgraded should leverage exceed 5x on a sustained basis
or if its distribution coverage ratio falls below 1x on a
sustained basis.

The principal methodology used in this rating was Global Oilfield
Services 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.

Exterran Holdings, Inc. and Exterran Partners, LP are
headquartered in Houston, Texas.


FAIRWEST ENERGY: Seeks CCAA Stay Extension Until April 26
---------------------------------------------------------
FairWest Energy Corporation on March 18 disclosed that it has
obtained an Order on March 15, 2013 from the Court of Queen's
Bench of Alberta extending the stay of proceedings granted to
FairWest under the Companies' Creditors Arrangement Act ("CCAA")
to March 19, 2013.  The Company is petitioning the court for an
extension to April 26, 2013.

FairWest is a Calgary, Alberta based junior oil and gas company
engaged in the acquisition, exploration, development and
production of crude oil, natural gas and natural gas liquids in
the provinces of Alberta and Saskatchewan.


FIDELITY & GUARANTY: Fitch Assigns 'BB' LT Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' Long-term Issuer Default Rating
(IDR) to Fidelity & Guaranty Life Holdings, Inc.'s (F&G Life
Holdings). At the same time, Fitch has assigned a 'BB-' rating to
F&G Life Holdings' proposed issuance of $300 million senior
unsecured notes. The Rating Outlook is Stable.

Fitch has also affirmed the 'BBB' Insurer Financial Strength (IFS)
ratings assigned to F&G Life Holdings' insurance subsidiaries,
Fidelity & Guaranty Life Insurance Co. and Fidelity & Guaranty
Life Insurance Co. of New York (collectively referred to as
Fidelity & Guaranty Life). The Rating Outlook is Stable.

Key Rating Drivers

The ratings assigned to F&G Life Holdings are based on the credit
quality of its insurance subsidiaries, which will be the primary
source of debt service. Non-standard notching of three levels was
applied between the 'BBB' IFS ratings of the insurance
subsidiaries and the 'BB' IDR of F&G Life Holdings (standard
notching is two levels) based on the ratings and financial profile
of F&G Life Holdings' highly leveraged parent, Harbinger Group
Inc. (HRG, 'B' IDR) and its own limited financial flexibility and
liquidity.

The one notch difference between F&G Life Holdings' IDR and the
anticipated rating of 'BB-' for the new senior unsecured note
reflects standard notching. The proposed debt issuance is
anticipated to be a $300 million eight-year note with standard
covenants that include debt and upstream payment restrictions.

The newly rated debt issuance is part of the company's plan to
provide growth funds for Fidelity & Guaranty Life. Fitch estimates
the financial leverage ratio under the new plan will be
approximately 26% on a pro forma basis as of Dec. 30, 2012. Fitch
expects $195 million of the note proceeds to be moved to the
insurance subsidiaries, $75 million to be dividended to HRG and
$20 million to be retained for liquidity equal to roughly one
year's note interest payments.

Interest payments will be funded by interest on a new $195 million
Fidelity & Guaranty Life Insurance Company surplus note held by
F&G Life Holdings and statutory dividend payments from Fidelity &
Guaranty Life. Terms of the surplus note will be comparable to the
new senior unsecured note. Statutory dividend capacity from
Fidelity & Guaranty Life Insurance Company is approximately $90
million for 2013, which leads to good statutory cash interest
coverage of 5 times(x) for the new senior note.

The affirmation of Fidelity & Guaranty Life's IFS ratings reflects
the company's progress in executing against its plan for measured
growth, reduced expenses, and improved capitalization. Fitch's IFS
ratings also consider Fidelity & Guaranty Life's relatively
limited product diversification, competitive challenge in the
company's target markets, macroeconomic challenges associated with
low interest rates and economic weakness, and a highly leveraged
ultimate parent company.

Reported statutory net income was $103 million in 2012 versus $115
million for full year 2011. Net income was affected by the
statutory strain from increased sales and lower net investment
yields.

Positively, bond quality remained consistent with Dec. 31, 2011,
as approximately 3% of bonds were below investment grade. The
trend toward lower full year impairment losses continued with a
drop to $15 million in 2012 versus $37 million in 2011 and $114
million in 2010, respectively. Fitch expects Fidelity & Guaranty
Life's statutory earnings to remain level at approximately $100
million per year for the immediate future.

Statutory capitalization is in line with rating expectations and
is considered strong. In 2012, statutory capital has increased $79
million to $949 million and operating leverage declined slightly
to 17x, both compared to year-end 2011. Fidelity & Guaranty Life's
risk based capital (RBC) was approximately 406% at Dec. 31, 2012.
Fitch expects capital to grow modestly over the near term as
statutory earnings will largely be used to fund growth and
dividend payments to the parent company. Approximately $40 million
of dividends were made in 2012 and Fitch expects this to remain
steady over the immediate future.

Fidelity & Guaranty Life has narrowed its product focus to the
manufacture of equity-indexed annuity and indexed universal life
products for brokers and independent agents. Fitch expects annuity
premiums, which are up in 2012, to continue to trend upward over
the next year based on the execution of various marketing
initiatives.

Fidelity & Guaranty Life and F&G Life Holdings are wholly owned
subsidiaries of HRG, a publicly traded holding company that seeks
to acquire significant interests in businesses across a diverse
range of industries. HRG is majority owned by investment funds
affiliated with Harbinger Capital Partners.

Rating Sensitivities

Fitch does not anticipate Fidelity & Guaranty Life's financial
condition will position it for an upgrade in the immediate future,
unless it is owned by a higher rated entity.

The key rating triggers that could result in a downgrade include:

-- Deterioration in HRG's credit profile;

-- Fidelity & Guaranty Life's consolidated RBC falls below 300%
    with operating leverage above 20x;

-- Consolidated financial leverage for F&G Life Holdings exceeds
    35%;

-- Maximum statutory dividend coverage of F&G Life Holdings
    consolidated interest falls below 3x.

-- A prolonged spike in Fidelity & Guaranty Life annuity
    surrenders;

-- Any significant issues with Fidelity & Guaranty Life's market
    conduct or regulatory environment.

Fitch has affirmed these ratings:

Fidelity & Guaranty Life Insurance Co.
Fidelity & Guaranty Life Insurance Co. of New York
-- IFS rating at 'BBB'.

Fitch also rates the following:

Fidelity & Guaranty Life Holdings, Inc.
-- Long term IDR rating 'BB'.
-- Sr. Unsecured Note due March, 2021 'BB-'


FIDELITY & GUARANTY: $300MM Notes Issue Gets Moody's 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 senior unsecured debt
rating to Fidelity & Guaranty Holdings, Inc.'s proposed $300
million, eight year note issuance with a positive outlook. Moody's
also affirmed the Ba1 insurance financial strength rating of
FGLH's primary operating company, Fidelity & Guaranty Life
Insurance Company and changed the outlook to positive from stable.

Moody's said a major portion of the proceeds from the notes will
be used to provide capital to FGL (in exchange for a surplus note)
either to support organic growth or to finance in-market
acquisitions. The balance of the proceeds will be used to fund a
dividend to the parent company, Harbinger Group Inc. ("HGI",
senior secured B3, stable outlook) and to provide additional
liquidity to FGLH.

Ratings Rationale:

The rating agency stated that the affirmation of FGL's Ba1 IFS
rating reflects its adequate asset quality, flexible operating
costs and good capitalization, including resilience under a stress
scenario. The change in FGL's outlook to positive reflects the
stabilization of-and strong recovery in-distribution and sales
production, as well as expected profitability improvements given
manageable asset impairments and prospects for writing new
profitable business.

Commenting on the new debt issuance, Moody's Vice President Ann
Perry, said, "Although the new debt increases financial leverage
and cash demands on FGLH, it also somewhat improves financial
flexibility by reducing capital dependence on its parent and by
establishing an independent presence in the capital markets." The
rating agency noted, however, that FGL's capital management,
including dividend policy, use of reinsurance, and relative
quality of capital, is likely to be relatively more aggressive
under HGI ownership compared to ownership by a traditional
strategic parent. The ratings incorporate the expectation of
financial leverage in the mid-to-high 20% range and that FGLH will
maintain cash equal to at least one year of interest expense.

Moody's noted that the spread between FGLH's B1 senior unsecured
debt rating and the Ba1 IFS rating of its operating subsidiary is
three notches, which is consistent with Moody's typical notching
practices for U.S. insurance holding company structures for higher
rated insurance groups, and reflects the stabilization and
improvements in both the business and financial profile of the
company.

The rating agency added that it expected the additional capital in
FGL will be used to finance disciplined business growth in fixed
index annuities (FIAs), the company's primary product. According
to Moody's, FIAs incorporate hedging challenges and the need to
carefully manage actuarial assumptions. Substantial or rapid
organic growth would present risks relating to competitive pricing
and/or overly aggressive product features, which would weaken the
credit profile of the company. The other possible use of proceeds
- acquisitions - raises uncertainty until the particulars of a
specific transaction are identified.

According to Moody's the following could place upward pressure on
FGLH and FGL's ratings: 1) a growth strategy that allows the NAIC
RBC ratio to remain above 350%; 2) sustained statutory return on
capital (adjusted for unrealized derivative gains and losses)
exceeding 4%; 3) managed growth in profitably priced new FIA
business and life insurance. Conversely, given the positive
outlook on the ratings, the following could result in a return of
the outlook of FGLH and its operating subsidiary's rating to
stable: 1) financial leverage above 30%; 2) sustained statutory
return on capital (adjusted for unrealized derivative gains and
losses) less than 4%;3) significant use of reinsurance to finance
growth; 4) RBC ratio declines below 350%.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Life Insurers published in May 2010.
FGLH an insurance holding company headquartered in Baltimore,
Maryland. As of December 31, 2012, FGLH reported total assets of
about $20.7 billion and equity of approximately $1.1 billion.


FIDELITY & GUARANTY: S&P Rates $300MM Sr. Unsecured Notes 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B+'
long-term counterparty credit rating to Fidelity & Guaranty Life
Holdings Inc. (FGLH) and a rating of 'B+' to its $300 million
senior unsecured notes maturing in 2021.  The outlook is stable.

"The rating on FGLH is one rating category below our financial
strength rating on its operating companies," said Standard &
Poor's credit analyst Marilyn Castro.  The standard gap notching,
per S&P's criteria, recognizes the dependence of FGLH on the
dividend stream from Fidelity & Guaranty Life Insurance Co. (FGL)
for debt or stock servicing.  It also reflects that regulatory
intervention can restrict the flow of funds to the holding
company.

The senior unsecured note rating reflects S&P's view that ordinary
statutory dividends from FGL will be adequate to service the debt
and that debt leverage and interest coverage metrics are
commensurate with the rating.  Following the issuance, FGLH's
debt-to-capital ratio will be 28% and statutory interest coverage
will be 5x, calculated according to S&P's criteria.

FGLH plans to use the net proceeds of the notes for general
corporate purposes, to support the growth of FGL, and to pay a
dividend to Harbinger Group Inc.  FGLH is a 100% owned subsidiary
of Harbinger.

The stable outlook reflects S&P's expectation that FGLH's key
holding company credit metrics will remain consistent with the
current rating level.  S&P expects FGLH's debt leverage to remain
less than 45% and its minimum statutory interest coverage to be
4x.  S&P also expects FGL to continue to grow and generate stable
cash flow in the intermediate term (12 to 24 months) to meet debt-
service requirements.

S&P expects prospective ordinary dividends to FGLH from FGL to
average $40 million per year, in line with the historical range.
As of year-end 2012, FGL had adjusted statutory pretax income of
$182 million.  Year-end 2012 adjusted income includes pretax
statutory income of $112 million and unrealized capital gains on
derivatives of $70 million.  When analyzing statutory net income,
S&P adjusts earnings to include the unrealized gains or losses on
derivatives backing the fixed-indexed annuities--reported as a
component of capital and surplus--to match it against the
offsetting credit to reserves reported in income from operations.
S&P expects FGL to produce at least $85 million-$100 million in
pretax statutory income in 2013.


FENDER MUSICAL: Moody's Rates $200MM Sr. Secured Term Loan 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Fender Musical
Instruments Corporation's new $200 million senior secured term
loan. Moody's also affirmed the B2 Corporate Family Rating and the
B2-PD Probability of Default Rating. The rating outlook is stable.

The proceeds of the new facility together with a $40 million
equity contribution by Fender's financial sponsors will be used to
refinance the company's existing $300 million term loan (about
$234 million outstanding), and pay transaction fees and expenses.
The B2 rating on the existing term loan is affirmed, but will be
withdrawn at close.

"The refinancing improves Fender's debt maturity profile and
financial flexibility and reduces its financial leverage," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.
"This will enable the company to focus on its business without
being distracted by potential liquidity concerns," he noted.

The following rating was assigned:

$200 million senior secured term loan due March 2019 at B2 (LGD 4,
56%);

The following ratings were affirmed:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

The following rating was affirmed, but will be withdrawn at the
close of the transaction:

$300 million senior secured term loan (about $240 million
outstanding) due June 2014 at B2 (LGD4, 56% )

Ratings Rationale:

Fender's B2 Corporate Family Rating reflects its fairly high
financial leverage approaching 6 times (5.2 times pro forma), lack
of significant product diversification outside of musical
instruments (principally guitars) and relatively small size with
revenue around $700 million. The rating also reflects the
uncertainty in the macro economy, including weak discretionary
consumer spending, higher taxes and risks in Europe where the
company generates more than 20% of its revenue. Having a
significant amount of business with Guitar Center (Caa2 stable),
which is experiencing financial distress, is also a risk. The
company's well-known brand names, good liquidity profile (assuming
refinancing closes), good geographic diversification throughout
the United States and internationally and leading market share in
guitars supports the rating.

The stable outlook reflects Moody's expectation of modest earnings
and revenue growth over the next 12 to 18 months. Moody's
expectation is that Fender will deploy its free cash flow to
reduce debt.

The rating could be downgraded if Fender's operating performance
were to deteriorate. Key credit metrics driving a potential
downgrade would be debt to EBITDA sustained over 6 times
(presently 5.8 times and 5.2 times pro forma), low single digit
EBITA margins (currently 6%) and EBITA to interest sustained under
1.5 times (now 2.5 times, but around 2 times pro forma). Failure
to close the proposed $200 million debt refinancing and equity
contribution would also pressure the rating as the existing term
loan matures in June 2014.

There is little upward rating pressure in the near term given the
company's modest operating performance and relatively high
financial leverage. Over the longer term, the rating could be
upgraded if debt to EBITDA falls to around 4 times for a sustained
period and operating margins return to previous levels of high
single digits or low double digits. An improvement in the macro
economy is also necessary for an upgrade to be considered.

The B2 rating (LGD 4, 56%) on the term loan reflects its second
lien position with respect to the collateral securing the $100
million ABL revolving credit facility, its first lien position in
certain other assets and its upstream guarantees from operating
subsidiaries. The term loan has a first lien on PP&E, intangibles
and substantially all other assets, except the ABL collateral, and
a second lien on the ABL collateral.

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Fender Musical Instruments Corporation, based in Scottsdale,
Arizona, develops, manufactures and distributes musical
instruments, principally guitars, to wholesale and retail outlets
throughout the world. The company's revenue for the last twelve
months ending September 30, 2012 approximated $700 million. Fender
is partially owned by a private equity firm.


GENE CHARLES: Cash Collateral Hearing Scheduled for March 25
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia will convene a hearing on March 25, 2013, at 1:30 p.m.,
to consider The Gene Charles Valentine Trust's further use of cash
collateral.

The Debtor's use of cash collateral to remain in effect as
provided for in the prior order authorizing use of cash
collateral.

On Jan. 8, 2013, the Debtor entered into a stipulation and agreed
order authorizing the Debtor to enter into certain pipeline right
of way agreements, roadway easement agreements, and surface use
agreement and to use cash collateral from the pipeline agreements.

Under a stipulation with Gulf Coast Bank and Trust Company:

   1. The Debtor will not make any postpetition loans or other
transfers to Peace Point Farm Equestrian Facility, LLC, or to
Delhi Development, LLC, dba Aspen Manor without further of the
Court.

   2. The Debtor will not make any postpetition loans or other
transfers for the payment of any present or past federal or state
income tax obligations of Gene Charles Valentine, without further
order of the Court.

   3. Gene Charles Valentine will at his discretion be authorized
by the Court to loan monies, interest free, to the Debtor on an
unsecured basis for the purposes of paying the actual and
necessary administrative costs and expenses of the Debtor that are
not able to be paid by the Debtor's various sources of income.

   4. Respondent will not object to the allowance of an
administrative claim for Gene Charles Valentine for monies lent to
the Debtor in compliance with this Stipulation and Agreed Order.

                   About Gene Charles Valentine

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  The Debtor disclosed in its schedules $34,101,393 in
total assets and $22,623,554 in total liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with more than 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.

The Debtor's Chapter 11 Plan dated Feb. 8, 2013, provides for the
auction of the leasing rights of, or ownership rights to, certain
of the Debtor's subsurface assets located underneath the Debtor's
Peace Point Farms Equestrian Facility and its surrounding parcels.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Gene Charles Valentine Trust.




GENTIVA HEALTH: S&P Raises CCR to 'B' & Rates Loans 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Gentiva Health Services Inc. to 'B' from 'B-' as a
result of improved margins and the company's ability to generate
more than $100 million of free operating cash flow.  The outlook
is stable.

At the same time, S&P raised its issue-level ratings on the
company's senior secured credit facility, which includes a
$180 million term loan A, $550 million term loan B, and
$110 million revolver, to 'B+' from 'B'.  The recovery rating on
this debt is '2', indicating S&P's expectation for substantial
(70%-90%) recovery of principal in the event of payment default.

In addition, S&P raised its issue-level ratings on the company's
$325 million senior unsecured notes to 'CCC+' from 'CCC'.  The
recovery rating on this debt is '6', indicating S&P's expectation
for negligible (0%-10%) recovery of principal in the event of a
payment default.

"Our ratings on Atlanta-based Gentiva Health Services Inc. reflect
the company's significant reliance on Medicare payments that
continue to be under pressure, particularly in the home health
sector," said Standard & Poor's credit analyst Tahira Wright.
"The ratings also reflect the company's $1 billion debt-financed
acquisition of hospice provider Odyssey Healthcare in 2010."

Standard & Poor's stable rating outlook reflects its expectation
that Gentiva will be able to manage through 2013 Medicare rate
cuts that include sequestration and sustain improved margins.  S&P
expects the company will continue to generate ample free operating
cash flow.

S&P could raise the rating on Gentiva if the company continues to
demonstrate resilience during a difficult reimbursement
environment and further establish its track record of steady
EBITDA margins and free cash flow generation.  Given high cash
balances, a lower rating would result from a combination of events
that include resumption of an aggressive acquisition strategy in
home health, utilizing significant cash flows and borrowings on
its revolver, while adverse developments in Medicare reimbursement
further jeopardizes the company's operations.


GEOKINETICS INC: Proposes Akin Gump as Counsel
----------------------------------------------
Geokinetics Inc., et al., seek approval to hire Akin Gump Strauss
Hauer & Feld LLP as bankruptcy counsel, nunc pro tunc to the
Petition Date.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current hourly rates are:

                                Hourly Rate
                                -----------
   Sarah Link Schultz               $850
   Michael S. Haynes                $625
   Travis A. McRoberts              $550
   Sarah J. Crow                    $450
   Jason S. Sharp                   $400
   Brenda Kemp                      $225

The Debtor proposes that the $469,000 retainer Akin Gump was
holding as of the Petition Date be treated as an evergreen
retainer as security throughout the Chapter 11 cases until Akin
Gump's fees and expenses are awarded by final order.

Akin Cump has provided the Debtors with general corporate advice
and counsel since 2007.

                      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.


GEOKINETICS INC: Taps Richards Layton as Co-Counsel
---------------------------------------------------
Geokinetics Inc., et al., seek approval from the Bankruptcy Court
to hire Richards, Layton & Finger, P.A., as co-counsel, nunc pro
tunc to the Petition Date.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates are:

          Paul N. Health           $600
          L. Katherine Good        $450
          Tyler D. Semmelman       $375
          Cathy Greer              $215

Prepetition, the Debtors paid the firm a total retainer of
$100,000.  The Debtors propose that the monies be treated as
evergreen retainer to be held by RL&F as security throughout the
Chapter 11 cases until the firm's fees and expenses are awarded by
final order.

To the best of the Debtors' knowledge, the firm is a
"disinterested person" under Sec. 101(14) of the Bankruptcy Code.

                      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.


GEOKINETICS INC: Has GCG as Claims and Notice Agent
---------------------------------------------------
Geokinetics Inc., et al., sought and obtained approval to hire
GCG, Inc., as claims and noticing agent.

The Debtors said that by appointing GCG, the distribution of
notices and the processing of claims will be expedited, and the
Clerk's office will be relieved of the administrative burden of
processing what may be an overwhelming number of claims.

GCG has agreed to provide services at its discounted hourly rates
and agreed to cap the highest hourly rate at $295:

   Position                                Discounted Rate
   --------                                ---------------
Administrative and Claims Control            $45 to $55
Project Administrators                       $70 to $85
Quality Assurance Staff Consultant           $80 to $125
Project Supervisors                          $95 to $110
Systems, Graphic Support & Tech Staff       $100 to $200
Project Managers and Sr. Project Managers   $125 to $175
Directors and Asst. Vice Presidents         $200 to $295
Vice Presidents and above                       $295

For its noticing services, GCG will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For its claims
administration services, GCG will charge $0.15 per claim for
association of claimants' names and addresses to the database, and
will bill at its discounted hourly rates for processing of claims.

For solicitation and processing of ballots, GCG will also charge
at its discounted hourly rates.

                      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.


GMX RESOURCES: Delays 2012 Form 10-K for Liquidity Issues
---------------------------------------------------------
GMX Resources Inc. notified the U.S. Securities and Exchange
Commission that it will be late in filing its annual report on
Form 10-K for the year ended Dec. 31, 2012.

GMX Resources and its advisors have been actively exploring
alternatives to address the Company's current liquidity needs,
which may include a potential recapitalization of the Company's
balance sheet.  The Company is currently engaged in discussions
and negotiations with representatives of certain holders of its
outstanding senior secured notes due 2017 regarding its current
liquidity situation.

"If we are not able to implement a consensual alternative for
restructuring our balance sheet, or in order for us to implement a
financial alternative, we may voluntarily seek protection under
the U.S. Bankruptcy Code.  Because the efforts of management have
been focused on the ongoing discussions with the holders of our
outstanding senior secured notes and financing alternatives, we
have not been able to complete our 2012 Form 10-K within the
prescribed time period."

                       About GMX Resources

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

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

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

                           *     *     *

As reported by the TCR on March 11, 2013, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
U.S.-based exploration and production company GMX Resources Inc.
to 'D' from 'CCC', indicating a default.

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


GORDIAN MEDICAL: Court Extends Plan Filing Exclusivity to May 14
----------------------------------------------------------------
The Hon. Mark S. Wallace of the U.S. Bankruptcy Court for the
Central District of California granted Gordian Medical, Inc.'s
request to extend its exclusive period to propose a plan until
May 14, 2013, and the period to solicit acceptances of that plan
until July 3, 2013.

As reported by the Troubled Company Reporter on Feb. 5, 2013, the
Debtor said that the additional time will, among other things,
facilitate its efforts to reach a resolution of its disputes with:

    * the Centers for Medicare and Medicaid Services ("CMS")
      pertaining to CMS's refusal to pay for certain wound
      dressings sold by the Debtor to residents of nursing home
      facilities and the related withholding from the Debtor of
      certain Medicare payments, which payments account for a
      substantial amount of the Debtor's revenue, and

    * the Internal Revenue Service regarding the claims filed by
      the IRS on Dec. 6, 2012, in the amount of $17.8 million.

                     About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The company has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

The Debtor estimated assets and debts of up to $50 million.  It
has $4.3 million in cash and $31.1 million in receivables due from
Medicare.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GREAT LAKES: In Default of Credit Facility; Delays 10-K Filing
--------------------------------------------------------------
Great Lakes Dredge & Dock Corporation on March 14 reported
financial results for the quarter and year ended December 31,
2012.

For the three months ended December 31, 2012, Great Lakes reported
Revenue of $207.1 million, Net Income attributable to Great Lakes
of $0.3 million and Adjusted EBITDA of $21.3 million.  For the
year ended December 31, 2012, Great Lakes reported Revenue of
$687.6 million, Net Loss attributable to Great Lakes of $2.7
million and Adjusted EBITDA of $60.9 million.

The Company will amend its September 30, 2012 and June 30, 2012
Quarterly Reports on Form 10-Q which will delay its filing of the
2012 Form 10-K.  The Company expects to file its 2012 Form 10-K
and amendments to its September 30, 2012 and June 30, 2012
Quarterly Reports on Form 10-Q by March 29, 2013.  The Company
will also identify and disclose a material weakness in internal
control over financial reporting.

             Restatement of Second and Third Quarters

During the preparation of its year-end financial statements, the
Company identified instances in its demolition segment where
revenue was recognized in a manner not consistent with Great
Lakes' accounting policy.  Great Lakes' policy regarding pending
change orders is to immediately recognize the costs but defer the
recognition of the related revenue until the recovery is probable
and collectability is reasonably assured.  Certain pending change
orders where client acceptance has not been finalized were
included as revenue.  After a review, the Company concluded 2012
second and third quarter demolition segment revenues were
overstated by $3.9 million and $4.3 million, respectively.  The
Company believes recognition of a significant portion of these
amounts is a timing issue.  However, the Company cannot provide
assurance the revenue from these pending change orders is certain
to be realized.

Restatements of the financial statements to be included in the
amended Quarterly Reports on Form 10-Q for the second and third
quarters of 2012 will also include adjustments to dredging
operating income to record $1.3 million and $0.9 million,
respectively, of expenses previously capitalized and incurred in
the preparation of vessels for the Wheatstone Australia LNG
project.  These expenses were incurred as a strategic decision to
minimize downtime and positively impact the project gross margin
while we work in a remote area of Australia in 2013 and 2014.

                          Fourth Quarter

For the fourth quarter, $5.6 million of demolition revenue
originally expected to be realized did not meet the Company's
revenue recognition standards.  The Company also believes
recognition of a significant portion of these amounts is a timing
issue. However, the Company cannot provide assurance the revenue
from these pending change orders is certain to be realized.

                        Executive Departure

The Company also announced the departure of Bruce J. Biemeck,
President and Chief Operating Officer effective March 13, 2013
with recognition of his years of service as an officer and member
of the Board of Directors.  Mr. Biemeck served as Chief Financial
Officer until August 20, 2012.

                            Commentary

Jonathan Berger, Chief Executive Officer, said "I am deeply
disappointed with the issues in our demolition segment, which
contributed to the need to restate our second and third quarter
financial results, and deferral of the recognition of revenue and
Adjusted EBITDA.  We will be focusing on improving controls at our
demolition segment and throughout the Company.  We at Great Lakes
are committed to growing our business and increasing shareholder
value.  The demolition segment is a key part of our growth
strategy, and we are committed to having the right personnel and
tools in place to effectively grow the segment while maintaining
adequate operational and financial controls.

"On December 31, 2012 we purchased the assets of Terra
Contracting, a respected provider of a wide variety of essential
services for environmental, maintenance and infrastructure-related
applications.  With Terra's environmental expertise we expect to
broaden the service offerings of our demolition and environmental
businesses and expand their market reach."

William Steckel, Chief Financial Officer said "The dredging
segment had a strong quarter, with record revenue of $190.1
million.  The dredging segment safely and efficiently executed
over 18 domestic projects in the quarter. Although our results in
dredging were outstanding, we fell short of our high expectations
for the fourth quarter.  This was in part because three dredging
projects shifted from the fourth quarter into the first quarter of
2013 and there were cost overruns in two other projects. The
dredging segment had also expected to sell an underutilized dredge
prior to year end.  The buyer experienced funding delays and we
now expect to realize the $4.0 million gain on the sale of this
dredge in 2013.

"We maintained our strategic investment in working capital for key
projects and balanced these investments with our overall objective
of maximizing shareholder value, with the decrease in cash in the
quarter resulting primarily from our $15 million special dividend.
As previously disclosed, we have committed substantial working
capital to large projects this year with the most significant
investments being Wheatstone and the Scofield island coastal
restoration project in Louisiana.  Across these two projects, we
have invested nearly $60 million.  We expect to recapture this
working capital throughout 2013.  We have a strong focus going
forward on working capital management and generating positive cash
flow.

"During 2012 we incurred $4.7 million of accelerated maintenance
expenses related to preparation of vessels for the Wheatstone
project in Australia, which we expected to recognize in future
periods based on project performance.  In our amended June 30,
2012 and September 30, 2012 Form 10-Qs we will adjust dredging
operating income to record $1.3 million and $0.9 million,
respectively, of these expenses as a period cost.  The remaining
$2.5 million was expensed in the fourth quarter.  The Company does
not frequently incur significant accelerated maintenance as a part
of its international deployments.  We have therefore excluded
these accelerated maintenance expenses from the calculation of
Adjusted EBITDA that we are including in this earnings release.
Exclusion of these expenses from the calculation of Adjusted
EBITDA allows users of the financial statements to more easily
compare our year-to-year results.

"As a result of the matters described in this release, we did not
meet one of our financial covenants in our senior revolving credit
facility ("Credit Agreement") and our International Letter of
Credit Facility at December 31, 2012.  Both the Credit Agreement
and the International Letter of Credit Facility require us to
maintain a minimum fixed charge coverage ratio of 1.25 to 1.0.
Our fixed charge coverage ratio as of December 31, 2012 was 1.12x,
resulting in a default under the Credit Agreement and
International Letter of Credit Facility, and a potential default
due to a change of condition under our bonding agreement.  While
there can be no guarantees, we expect to receive all necessary
waivers from our banks and our surety prior to filing our Form 10-
K and we anticipate being in full compliance will all financial
covenants in the first quarter of 2013."

A copy of Great Lakes' earnings release for the fourth quarter and
year ended Dec. 31, 2012, is available for free at
http://is.gd/zWzO2a

Great Lakes Dredge & Dock Corporation is the largest provider of
dredging services in the United States and a major provider of
commercial and industrial demolition and remediation services.


HANOVER INSURANCE: Fitch Affirms BB Subordinated Debentures Rating
------------------------------------------------------------------
Fitch Ratings has affirmed the 'A-' Insurer Financial Strength
(IFS) rating of The Hanover Insurance Company, the principal
operating subsidiary of The Hanover Insurance Group (NYSE: THG).
Fitch has also affirmed the following ratings for THG:

-- Issuer Default Rating (IDR) at 'BBB';
-- Senior unsecured notes at 'BBB-'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

THG's ratings reflect adequate operating subsidiary
capitalization, and Fitch's belief that THG's operating
subsidiaries internal capital formation is likely to marginally
improve over the intermediate term. GAAP operating leverage (net
premium written to shareholders' equity) was 1.63x and net
leverage was 4.60x at Dec. 31, 2012.

Operating leverage has increased significantly over the last three
years nearer to maximum credit sector factor guidelines for the
current rating level due largely to acquisitions and limited
growth in shareholders' equity. The score for U.S. subsidiaries on
Fitch's Prism capital model was 'adequate' at year-end 2011 and
the financial leverage ratio (FLR) was 26.8% at year-end 2012.

Profitability has declined over the last three years due to above
average catastrophe related losses and competitive market
conditions. THG's calendar-year combined ratio was 104.8% in 2012
from 105.1% in 2011. Catastrophe losses impacted the combined
ratio by 8.7 points in 2012 and 10.0 points in 2011.

Underwriting losses and declining investment yields promoted a
significant decline in profitability. THG's net income return on
GAAP equity was 2.2% in 2012 and 1.5% in 2011.

Growth in commercial lines has primarily been through renewal
rights transactions and acquisitions where THG has focused on
smaller, easy-to-integrate acquisitions. THG's 2011 acquisition of
Chaucer Holdings plc (Chaucer) represented a significantly larger
diversification effort. Fitch also notes the uncertainty tied to
ultimately meeting return objectives for the transaction given the
cyclical and competitive nature of Chaucer's business.

THG's future profit potential is buoyed by a hardening premium
rate environment across most U.S. property/casualty market
segments. Recently, THG has experienced an improving price
environment in commercial lines overall and has increased rates in
auto, especially commercial auto, in response to higher loss
trends.

A more balanced U.S. risk appetite and shifts in the company's
geographic mix from traditional northeast markets and from a
product perspective towards more specialty commercial lines also
positions the company for improved profitability over the
intermediate term.

RATING SENSITIVITIES

Key ratings triggers that could lead to a downgrade include: a
material and sustained deterioration in the Prism score and/or
material increases in GAAP operating leverage from current levels;
GAAP operating EBIT coverage below 5x and maintenance of parent
company cash and investments less than 2x annual interest expense;
a further material deterioration in underwriting or operating
performance relative to peers; and a material deterioration in
THG's reserve adequacy, particularly regarding Chaucer.

Key ratings triggers that could lead to an upgrade include
underwriting results and consolidated profitability comparable to
higher rated peer companies and industry averages; improvement in
the Prism score to 'strong'; and maintenance of the run-rate
holding company financial leverage ratio below 25%.

Fitch affirms these ratings with a Stable Outlook:

The Hanover Insurance Group
-- IDR at 'BBB';
-- 7.5% senior notes due 2020 'BBB-';
-- 6.375% senior unsecured notes due 2021 at 'BBB-';
-- 7.625% senior unsecured notes due 2025 at 'BBB-';
-- 8.207% junior subordinated debentures due 2027 at 'BB'.

The Hanover Insurance Company
Citizens Insurance Company of America
-- IFS at 'A-'.


HEMCON MEDICAL: Further Amends Chapter 11 Plan
----------------------------------------------
HemCon Medical Technologies, Inc., further amended its Plan of
Reorganization to provide for the following:

   (1) The United States Government will retain its non-exclusive,
       non-transferrable, irrevocable license to practice or have
       practiced for and on behalf of the government the
       lyophilized human plasma program (LyP) Product and certain
       of the medical device business technology to the extent
       provided by the terms of its agreements with Debtor and
       applicable law.

   (2) The Bank Lenders' Secured Claim will be paid (a) from the
       sale of the medical devices business and assets; (b)
       pursuant to a royalty and security agreement, an initial
       payment of $50,000, plus payments equal to 2% net revenue
       from the manufacture and sale of the LyP Product; and (c)
       from a deferred payment of $1,500,000 from the sale of
       GuardIVa(R), an infection control product, plus associated
       intellectual property and trademark, to Bard Access
       Systems, Inc.  In addition, the Banks will have or retain a
       security interest in the Deferred Bard Payment and the LyP
       Product.

   (3) Unsecured Creditors will be issued shares of Common Stock
       in NewCo.  Common Stock will be issued at the rate of one
       share for each $50 of Allowed Unsecured Claim.  The total
       number of shares issued to Creditors if all Claims are
       Allowed could approximate 1 million.  An additional 700,000
       shares of Common Stock in NewCo will be reserved for
       issuance under potential stock options for consultants,
       directors and employees.

The Debtor related that the first phase of the GuardIVa(R) sale
has closed and approximately $3 million has been paid to Debtor's
subsidiaries in Europe.  Five hundred thousand dollars has been
disbursed to the Banks, and approximately $800,000 has been used
in connection with operations in Europe and the United States, the
Debtor said.

The Debtor related that funding costs for Phase II clinical trials
for LyP until completion, together with NewCo's operating costs
through the third quarter of 2014, will be approximately $7
million.  The Debtor added that the LyP product has little or no
present value absent new investment, and it is subject to the
security interests of the Bank.  No binding commitments have been
received for new investment in NewCo, the Debtor added.

A full-text copy of the Disclosure Statement explaining the
Debtor's Second Amended Plan, dated Feb. 15, 2013, is available
at http://bankrupt.com/misc/HEMCONds0215.pdf

                 About HemCon Medical Technologies

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.

The Official Committee of Unsecured Creditors appointed Marine
Polymer as its chair.



HOSTESS BRANDS: Has Court Approval of 3 Sale Transactions
---------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports that
Bankruptcy Judge Robert Drain on Tuesday approved the sale of
certain Hostess Brands Inc. assets:

     Asset                  Buyer                Purchase Price
     -----                  -----                --------------
     Majority of cake       Apollo Global          $410 million
     brands, including      Management LLC
     Ho Hos, Ding Dongs     and Metropoulos
     and Twinkies           & Co.

     Five major bread       Flowers Foods Inc.     $360 million
     brands, including
     Wonder and Nature's
     Pride

     Beefsteak rye          Grupo Bimbo           $31.9 million
                            SAB de CV

In total, Hostess's sale transactions have brought in about $860
million so far, Heather Lennox, a Jones Day attorney representing
the company, said at Tuesday's hearing, according to the Dow Jones
report.  The three transactions up for approval Tuesday represent
about $800 million of that, Jones Day attorney Lisa Laukitis
added.

Many of the transactions include assets like depots, bakeries and
equipment in addition to the brands themselves.

As reported by the Troubled Company Reporter, Hostess Brands
scheduled auctions to obtain the best and highest possible offer
for the assets.  Nobody challenged the so-called stalking horse
offers from the tandem of Apollo and Metropoulos, and from
Flowers.  Both auctions were canceled.  For the Beefsteak rye
brand, Bimbo outbid Flowers's initial $30 million offer.  Flowers
is entitled to a $900,000 breakup fee after serving as the
stalking horse.

Dow Jones relates Hostess will return to the Bankruptcy Court on
April 9 to seek permission to sell its Drake's brand of coffee
cakes and other treats to McKee Foods Corp., which submitted an
unchallenged lead bid of $27.5 million.  Hostess will seek
approval for the sale of its Eddy's, Standish Farms and Grandma
Emilie's bread brands -- plus four bakeries and 14 depots -- to a
subsidiary of United States Bakery Inc., which emerged as the
winner of a Friday auction for the bread assets, according to a
person familiar with Hostess's sale process, with a $30.9 million
offer. It initially bid $28.9 million as the stalking horse for
that contest.

According to the Dow Jones report, Ms. Lennox said Hostess expects
to generate more money through smaller asset sales being run by
Hilco Industrial LLC, which could bring in proceeds in the "high
eight figures," she said. But it is still unclear whether that
will be enough to enable the company to repay the $1.03 billion to
$1.04 billion it owes secured creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Hostess filed papers last week answering
contentions by unions that the buyers must be compelled to abide
by the company's last offer to the unions. Hostess says all union
workers have been fired, so federal labor law no longer applies.

                       About Hostess Brands

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

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

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

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

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

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

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

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


IDEARC INC: Creditors Seek to Resurrect $9.9-Bil. Suit
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Idearc Inc. are relying on a
technicality to resurrect a $9.8 billion lawsuit against Verizon
Communications Inc. that a federal district judge tossed out
largely, if not entirely.

The report relates that Idearc creditors contend the corporation
was never properly formed, so Verizon remained liable for the debt
even though Idearc emerged from Chapter 11 reorganization.  Idearc
was a subsidiary of Verizon until it was spun off in November
2006.  It implemented a Chapter 11 reorganization plan in January
2010, mostly worked out before the Chapter 11 filing in March
2009.  Reducing debt from $9 billion to $2.75 billion, the plan
created a trust to file lawsuits on behalf of creditors, such as
the pending suit against Verizon.

According to the report, in the latest filing at the end of last
week, creditors contend Idearc was never properly formed as a
corporation before the spinoff.  Corporate formalities were
inadequate, the creditors say, because there were supposed to be
two directors, and only one was ever named.  For a second
technical shortcoming, the creditors contend Verizon never paid
for the one share of Idearc stock it was to own before the
spinoff.  As a consequence of both deficiencies, the creditors
believe that that none of the actions taken in connection with the
spinoff were properly authorized.

The creditors' suit has claims based on theories known as alter
ego and promoter liability.  The creditors believe Verizon's
failure to incorporate Idearc properly makes the former parent
liable for unpaid debt under both theories.

The report notes that theories espoused by Idearc creditors so far
failed to gain traction with U.S. District Judge A. Joe Fish in
Dallas.  In January he wrote an opinion that could be the death
knell for the entire suit.  After a trial without a jury, Judge
Fish ruled that Idearc was worth $12 billion at the time of the
spinoff and therefore was solvent.  Judge Fish said the finding of
solvency meant claims for constructive fraudulent transfer must be
dismissed.  He asked both sides to file additional papers on the
question of whether any of the creditors' other claims could
survive after a finding of solvency.

The report recounts that the creditors' trust filed papers in
February explaining how several claims should survive, including
claims for an illegal dividend.  The creditors also argued that
the board never properly authorized the dividend paid to Verizon.
Verizon responded with its own papers explaining why the entire
lawsuit should be dismissed given the solvency finding.

The creditors' lawsuit is U.S. Bank National Association v.
Verizon Communications Inc., 10-01842, U.S. District Court,
Northern District Texas (Dallas).

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.


INOVA TECHNOLOGY: Incurs $3.5 Million Net Loss in Jan. 31 Quarter
-----------------------------------------------------------------
Inova Technology Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.50 million on $2.55 million of revneue for the three months
ended Jan. 31, 2013, as compared with a net loss of $657,433 on
$3.73 million of revenue for the same period during the prior
year.

For the nine months ended Jan. 31, 2013, the Company incurred a
net loss of $3.59 million on $14.64 million of revenue, as
compared with a net loss of $486,798 on $14.44 million of revenue
for the same period a year ago.

The Company's balance sheet at Jan. 31, 2013, showed $6.26 million
in total assets, $20.73 million in total liabilities and a $14.46
million total stockholders' deficit.

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

                        http://is.gd/utMxKT

                     About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of $3.35 million
during the prior year.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.


ISTAR FINANCIAL: Fitch Affirms 'CCC-' Preferred Stock Rating
------------------------------------------------------------
Fitch Ratings has taken several rating actions on iStar Financial
Inc. (NYSE: SFI):

The following ratings have been affirmed:

-- Issuer Default Rating (IDR) at 'B-';
-- 2012 senior secured tranche A-1 due March 2016 at 'BB-/RR1;
-- 2012 senior secured tranche A-2 due March 2017 at 'B+/RR2';
-- Senior unsecured notes at 'B-/RR4';
-- Convertible senior notes at 'B-/RR4';
-- Preferred stock at 'CCC-/RR6'.

The Rating Outlook is revised to Positive from Stable.

Fitch has assigned the following ratings:

-- October 2012 Secured Credit Facility due 2017 'BB-/RR1'.

Key Rating Drivers

The revision of the Outlook to Positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile. The affirmation of
the IDR at 'B-' is driven by continued weak portfolio metrics,
particularly non-performing loans relative to the size of the
total loan portfolio.

Improvements in the company's loan and operating property
portfolios should increase its ability to repay upcoming
indebtedness. Stronger performance should be driven by the mild
improvement in commercial real estate fundamentals, value
stabilization, and financing markets (which increases the
likelihood of iStar's borrowers to repay their debt).

Weak Loan Portfolio Quality

The quality of SFI's loan portfolio has remained roughly the same,
with non-performing loans representing approximately 42% of the
company's gross loan portfolio balance as of Dec. 31, 2012, which
is up from 38% as of Dec. 31, 2011. Illustrative of the company's
lending activity focus on higher-risk, weaker-performing
collateral, 46% of its non-accrual loans were comprised of
condominium and land loans as of Dec. 31, 2012, down from 55% as
of Dec. 31, 2011. Further, as of Sept. 30, 2012, 68% of the
company's real estate owned (REO) and real estate held for
investment, which represent loans on which the company has
foreclosed, consists of condominium and land collateral.

High Leverage

Despite an improved debt maturity profile, the company's leverage
measured on a GAAP earnings basis (defined as net debt divided by
annual recurring operating EBITDA) of approximately 21x as of Dec.
31, 2012 remains stubbornly high, although it is down from
approximately 26x as of Dec. 31, 2011. Reported EBITDA may
understate SFI's cash generation power, given that the accounting
for non-performing loans and REO allows it to recognize income
only upon cash receipt or resolution of the loan. For example, the
company generated over $1.1 billion of asset monetizations during
2012, mostly from repayments of and principal collections on
loans, driving a $1.1 billion reduction in total debt during 2012.

Low Coverage

Fixed charge coverage (defined as recurring operating EBITDA
before non-cash impairments, provisions and gains divided by the
sum of interest expense and preferred stock dividends) was only
0.5x for the year ended Dec. 31, 2012, compared with 0.6x and 1.0x
for the years ended Dec. 31, 2011 and 2010, respectively. Fitch
expects this ratio to strengthen moderately as the company reduces
debt from asset sales and begins to recognize additional GAAP
earnings from lease-up of assets within its operating property
segment and sales of residential properties.

Constrained Growth

The company is moderately constrained by non-compliance with an
unsecured bond fixed charge incurrence covenant, which limits the
company's ability to incur any additional debt to grow its
investment portfolio. SFI's growth will occur via investment of
asset sales proceeds, such as the recently announced sale of LNR
Property LLC and from external capital raising, such as the
company's recent $200 million convertible preferred stock
offering.

Lower Quality Unencumbered Pool

SFI's corporate unsecured obligations will need to be serviced by
the company's unencumbered pool, income from assets serving as
collateral for the 2012 secured financings, and external sources
of liquidity, given that both the 2012 senior secured financing
and October 2012 secured credit facility debt transactions require
that collateral repayments, sales proceeds and other monetizations
be used primarily to repay debt encumbering collateral pools for
each financing. As of Dec. 31, 2012 a majority of the company's
unencumbered loans are non-performing.

However, a portion of its unencumbered assets is liquid and could
be sold to meet corporate obligations over the next two years,
which would mitigate default. The company's recent announcement of
the owners' sale (SFI holds a 24% ownership interest) of LNR
Property LLC will generate $220 million in net proceeds to SFI,
indicative of some liquidity of the company's unencumbered asset
base.

Recoveries

While concepts of Fitch's Recovery Rating methodology are
considered for all companies, explicit Recovery Ratings are
assigned only to those companies with an IDR of 'B+' or below. At
the lower IDR levels, there is greater probability of default so
the impact of potential recovery prospects on issue-specific
ratings becomes more meaningful and is more explicitly reflected
in the ratings dispersion relative to the IDR.

The October 2012 secured credit facility and 2012 senior secured
tranche A-1 ratings of 'BB-/RR1', or a three-notch positive
differential from iStar's 'B-' IDR, are based on Fitch's estimate
of outstanding recovery in the 91%-100% range. Together with 2012
senior secured tranche A-2, these obligations represent first lien
security claims on collateral pools comprising primarily
performing loans and credit tenant lease assets. The 2012 senior
secured tranche A-1 has amortization payment priority relative to
the A-2 tranche.

The 2012 senior secured tranche A-2 rating of 'B+/RR2', or a two-
notch positive differential from iStar's 'B-' IDR, is based on
Fitch's estimate of superior recovery. Together with the A-1
tranche, these obligations represent first lien security claims on
a collateral pool comprising primarily performing loans and credit
tenant lease assets, but would receive principal amortization only
upon the full repayment of the A-1 tranche.

The senior unsecured notes and senior convertible notes ratings of
'B-/RR4' are in line with iStar's 'B-' IDR, based on Fitch's
estimate of good recovery based on iStar's current capital
structure.

While the application of Fitch's recovery criteria indicates a
stronger 'RR3' recovery, the company may further encumber a
portion of its unencumbered pool to repay unsecured indebtedness.
This action benefits the IDR at the detriment of recoveries, and
Fitch has incorporated the presence of the unencumbered pool in
the 'B-' IDR. This adverse selection also results in less liquid
and less traditional commercial real estate collateral remaining
in the unencumbered pool to support bondholder recoveries,
resulting in Fitch rating recoveries of the unsecured corporate
obligations at 'RR4'.

The Preferred Stock rating of 'CCC-/RR6' or a three-notch negative
differential from iStar's 'B-' IDR, is based on Fitch's estimate
of poor recovery based on iStar's current capital structure.
Fitch's recovery ratings criteria provide flexibility for a two-
or three-notch negative differential between the IDR and
instrument rating. A three-notch negative differential is based on
the nature of iStar's perpetual preferred stock - a deeply
subordinated security that has weak terms and remedies available
both before and after a general corporate default (e.g. no stated
maturity, an inability for holders to put the security back to the
company, and iStar has the ability to defer dividends indefinitely
without triggering a corporate default).

Positive Outlook

The Positive Outlook is based on iStar's ability to access the
unsecured bond market three times in 2012, raising $775 million.
These offerings, combined with a refinancing of certain secured
debt financings have created a stronger liquidity profile and
manageable debt maturities until 2016. In addition, the nascent
recovery in commercial real estate fundamentals and value should
enable the company to further monetize assets within its operating
property segment and its unencumbered asset pool more broadly.

Rating Sensitivities

The following may have a positive impact on iStar's ratings and/or
Outlook:

-- The ability to incur additional debt under the company's debt
    incurrence fixed charge covenant;

-- Improvement in the quality of the unencumbered pool, measured
    by the sum of non-performing loans, other real estate owned
    and real estate held for investment comprising less than 25%
    of the unencumbered pool;

-- Monetization of the company's unencumbered real estate
    investment portfolio via asset sales to repay unsecured debt;

-- Continued demonstrated access to the common equity or
    unsecured bond market.

The following may have a negative impact on the ratings and/or
Outlook:

-- Deterioration in the quality of iStar's loan portfolio,
    including an increase in non-performing loans and additional
    provisions for loan losses;

-- An increase in the operating property segment as a percentage
    of the company's investments.

In addition, Fitch has withdrawn ratings on the below obligations
as they are no longer outstanding:

-- Senior secured A-1 tranche due June 2013 at 'BB-/RR1';
-- Senior secured A-2 tranche due June 2014 at 'B+/RR2';
-- Unsecured revolving credit facility at 'B-/RR4'.


JEFFERIES FINANCE: S&P Assigns 'BB-' Issuer Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issuer credit rating to Jefferies Finance LLC (JFIN).  The outlook
is stable.  S&P also assigned a 'B+' rating to Jefferies Finance
LLC and JFIN Co-Issuer Corp.'s proposed issuance of $500 million
in senior unsecured notes.

"Our rating on JFIN reflects its narrow business model, rapid
growth plans, and the liquidity and credit risk in its originate-
to-syndicate strategy," said Standard & Poor's credit analyst
Brendan Browne.

The company's track record of relatively modest credit losses, and
the funding, credit, and operational support provided by its two
equity owners -- Jefferies Group LLC (Jefferies) and Massachusetts
Mutual Life Insurance Company (MassMutual) -- are positive ratings
factors.  S&P adds one notch to its 'b+' stand-alone credit
profile on JFIN to arrive at the 'BB-' issuer credit rating
because S&P believes Jefferies would support the entity under some
circumstances of stress.

JFIN is a $1.7 billion commercial-lending joint venture that
Jefferies and MassMutual own fully and equally. Jefferies launched
JFIN in 2004, in conjunction with MassMutual, largely to
complement its growing investment banking business.  JFIN provides
financing to Jefferies-advised companies for acquisitions,
refinancings, dividend recapitalizations, and other uses,
syndicating the vast majority of the loans it makes to third
parties.  The company also purchases leveraged corporate loans
sourced through Babson Capital Management LLC, a subsidiary of
MassMutual and a large investor in the leveraged loan market.

S&P's stable outlook on JFIN reflects its expectation that the
company will expand quickly without greatly easing its
underwriting standards, maintain total leverage below 3.5x, and
carefully manage its liquidity risk.

"We could raise our rating on JFIN if it can demonstrate a track
record of low credit losses as it grows over the next two to three
years with further evidence of careful underwriting and liquidity
management," said Mr. Browne.

"We could lower our rating on JFIN if the company experiences a
rise in credit losses, or we believe it is taking on a level of
liquidity risk that could threaten its ability to meet all of its
commitments," said Mr. Browne.  For instance, S&P could downgrade
the company if its sources of liquidity dropped in relation to its
commitments, compared with current levels.  S&P also could lower
its rating if JFIN's leverage exceeded 3.5x and the company did
not have a credible plan to reduce that level.


JOHN'S FAMILY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: John's Family Inc.
        48 Bi-State Plaza, #233
        Old Tappan, NJ 07675

Bankruptcy Case No.: 13-15577

Chapter 11 Petition Date: March 18, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Glenn R. Reiser, Esq.
                  LOFARO AND REISER, LLP
                  55 Hudson Street
                  Hackensack, NJ 07601
                  Tel: (201) 498-0400
                  Fax: (201) 498-0016
                  E-mail: greiser@new-jerseylawyers.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Hye Sook Jang, president.


KBI INDUSTRIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: KBI Industries, Inc.
        2850 Appleton Street, Suite E
        Camp Hill, PA 17011

Bankruptcy Case No.: 13-01381

Chapter 11 Petition Date: March 18, 2013

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  CUNNINGHAM AND CHERNICOFF, P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  E-mail: rec@cclawpc.com

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

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

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

The petition was signed by Ben Wootton, president.


LEHMAN BROTHERS: Giants Stadium Seeks OK of Discovery Protocol
--------------------------------------------------------------
Giants Stadium LLC seeks a court order approving its proposed
protocol for mutual discovery concerning the company's claim
against Lehman Brothers Holdings Inc. and its special financing
unit.

The move came after the companies failed to reach an agreement to
establish a protocol as ordered by the U.S. Bankruptcy Court in
Manhattan in November 2012, according to a court filing.

"Giants Stadium is forced to seek the court's intervention on
this issue due to debtors' continued refusal to agree upon a
protocol," Bruce Clark, Esq., at Sullivan & Cromwell LLP, in New
York.

Giants Stadium's claims stemmed from the swap deal it entered
into with Lehman's special financing unit in connection with the
$650 million in securities it issued to finance the construction
of the New Meadowlands stadium.  The swap deal was terminated by
Giants Stadium after the Lehman units filed for bankruptcy
protection in September 2008.

A copy of the proposed order detailing the protocol can be
accessed for free at http://is.gd/Z5G7FS

                       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: Elliott Drops Bid for $3.2-Bil. Payment
--------------------------------------------------------
Elliott Management Corp. withdrew its request for initial payment
by Lehman Brothers Inc.'s trustee of $3.2 billion to creditors.

Elliott, a hedge fund client of the Lehman brokerage, demanded in
June 2012 that the trustee make the payment immediately after he
has sold securities owned by the brokerage.

Shortly after the brokerage's parent filed for bankruptcy
protection, the trustee transferred 110,000 mostly retail Lehman
accounts containing $90 billion in assets largely to Barclays.
Elliott and other customers, however, "were not fortunate enough
to participate in that process," according to the hedge fund.

                       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: LBI Taps Bonn Steichen as Special Counsel
----------------------------------------------------------
The trustee overseeing the liquidation of Lehman Brothers Holdings
Inc.'s brokerage filed an application seeking court approval to
hire Bonn Steichen & Partners as his special counsel.

James Giddens, the court-appointed trustee, tapped the Luxembourg-
based firm to advise him on matters relating to the brokerage's
claims against Lehman Brothers (Luxembourg) Equity Finance S.A.

In exchange for its services, Bonn Steichen will charge a
reduced, public interest discount rate on an hourly basis at a
10% discount from their standard rates, and will receive
reimbursement for work-related expenses.  The firm's current
hourly rates are:

                        Hourly Rates
   Professionals         (In Euros)
   -------------        ------------
   Partners                 450
   Counsel                  360
   Senior Associates        315
   Associates               202.50
   Paralegals                90

The firm does not have connection with and interest in the Lehman
brokerage, or interest materially adverse to any class of
creditors, according to a declaration by Fabio Trevisan, Esq., a
partner at Bonn Steichen.

A court hearing is scheduled for April 24.  Objections are due by
March 25.

                       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: Liquidators, Trustee Agree to Stay Suits
---------------------------------------------------------
James Giddens, the trustee of Lehman Brothers Holdings Inc.'s
brokerage, signed an agreement to extend indefinitely the stay
applied to the litigations with respect to the objections of the
liquidators for Lehman Brothers International (Europe) to the
trustee's determination of claims.  A full-text copy of the
agreement is available without charge at:

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

                       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.


LEONARD A. FARBER: Radiation Oncology Center Files in New York
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Leonard A. Farber MD, PLLC, a doctor-owned radiation
oncology facility on West Broadway in Manhattan, filed a petition
for Chapter 11 reorganization (Bankr. S.D.N.Y. Case No. 13-10797)
on March 15, estimating assets of $12.3 million and liabilities
totaling $17 million.

According to the report, cost overruns and a dispute with the
contractor explain the need for bankruptcy.  The facility opened
in late 2010.  Liabilities include about $2.9 million in secured
debt owing to Community National Bank.  An objective of Chapter 11
is to form an alliance with a hospital or health care
organization, according to a court filing.


LIBERACE FOUNDATION: Exclusive Period Extension Hearing April 10
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has set a
hearing for April 10, 2013, at 9:30 a.m. on Liberace Foundation
for the Creative and Performing Arts' motion for an order
extending the exclusive period to file a plan of reorganization by
120 days to June 21 and an additional 60 days to Aug. 20 within
which to obtain approval of its plan.

The Debtor's 120-day exclusivity period within which to file its
disclosure statement and plan of reorganization expires on
Feb. 22, 2013.  The 180-day deadline for acceptance of a plan
is April 23, 2013.

The Debtor said it continues to negotiate with its creditors in
good faith, while working diligently towards consummating an
effective plan of reorganization.  According to the Debtor, its
major creditor is oversecured.

The Debtor assured the Court that it continues to pay all expenses
related to real property in Las Vegas, also known as the Liberace
Plaza, in a timely manner.  The Debtor is in the process of
marketing for sale the Plaza, with intent to use sale proceeds to
pay off its creditor, US Bank.  The Debtor said it continues to
work and negotiate with US Bank regarding a settlement of its
claim.

"However, the marketing and listing for sale is an extensive
process which has taken away from Debtor's time to formulate and
secure acceptance of a plan.  The complexity of the trademark and
copyright issues is another factor for cause favoring extension of
exclusivity," the Debtor states.  The Debtor possesses various
trademarks and copyrights, the retention and protection of which
through a plan of reorganization raises unique and complex issues,
which will likely require the assistance of special counsel adept
at handling intellectual property issues.  The Debtor is filing an
application to employ special counsel.

                     About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIBERTY MEDICAL: Has Court OK to Use Cash Collateral Until April 4
------------------------------------------------------------------
ATLS Acquisition, LLC, et al., obtained second interim
authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware to use cash collateral until
April 4, 2013.

As reported by the Troubled Company Reporter on Feb. 26, 2013, the
Debtors obtained first interim court approval to use cash
collateral.  The Debtors said in their cash collateral motion
filed Feb. 16 that they currently are not seeking postpetition
financing.  Thus, cash collateral is the Debtors' sole source of
funding for their operations and the costs of administering the
chapter 11 process.  The Debtors will grant prepetition lender
Alere Inc. adequate protection in the form of:

  -- additional and replacement security interests in and liens
     upon the Debtors' prepetition and postpetition real and
     personal, tangible and intangible property and assets, and
     causes of action;

  -- an allowed super-priority administrative expense claim
     against each Debtor; and

  -- periodic interest payments to Alere at the default rate
     provided for in the Promissory Note.

On March 12, the Official Committee of Unsecured Creditors filed
an objection to the Debtor's cash collateral use, saying that
certain provisions of the interim cash collateral order are unduly
prejudicial to the rights of unsecured creditors and, therefore,
must be stricken or modified in any further order authorizing the
Debtors' use of cash collateral, as more particularly set forth
below. Such terms, if continued in a final order, would unduly
prejudice the Debtors' estates and unsecured creditors.  The
Committee has reached an agreement on several issues, but not all
of the Committee's concerns have been resolved.  While the
Committee is hopeful that a consensual resolution will be met
prior to the final hearing.  "In exchange for the use of Cash
Collateral, Alere is provided with a package of benefits that can
only be described as overly generous and unwarranted as Alere is
simply providing the use of cash collateral and not an infusion of
new money to the Debtors' estates," the Committee stated.

The Committee is represented by:

      Stevens & Lee P.C.
      Joseph H. Huston, Jr.
      Maria Aprile Sawczuk
      Camille C. Bent
      1105 North Market Street, Suite 700
      Wilmington, DE 19801
      Tel: (302) 425-3310; -3306
      Telecopier: (610) 371-7972
      E-mail: jhh/masa/ccb@stevenslee.com

               and

      Lowenstein Sandler LLP
      Bruce Buechler
      S. Jason Teele
      Nicole Stefanelli
      65 Livingston Avenue
      Roseland, New Jersey 07068
      Tel: (973) 597-2500
      Fax: (973) 597-2400

A hearing on the Debtor's cash collateral use will be held on
April 4, 2013, at 11:00 a.m.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


LIBERTY MEDICAL: Committee Taps Lowenstein Sandler as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in ATLS Acquisition,
LLC, et al.'s Chapter 11 cases has sought  authorization from the
Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware to retain Lowenstein Sandler LLP as lead counsel,
effective as of Feb. 28, 2013.

Lowenstein Sandler will, among other things, assist the Committee
in investigating the acts, conduct, assets, liabilities, and
financial condition of the Debtors, the operation of the Debtors'
business, potential claims, and any other matters relevant to the
case at these hourly rates:

      Partners                      $475-$945
      Senior Consel & Counsel       $385-$685
      Associates                    $260-$495
      Paralegals & Assistants       $155-$260

The Committee is also seeking approval to employ Stevens & Lee
P.C. to serve as co-counsel.  Lowenstein Sandler and S&L will
allocate their delivery of services to the Committee so as to
avoid unnecessary duplication of services.

To the best of the Committee's knowledge, Lowenstein Sandler is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

                         Committee Members

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appoints
three members to the Official Committee of Unsecured Creditors in
ATLS Acquisition, LLC, et al.'s Chapter 11 cases.

The Committee members include:

      1) LifeScan, Inc.
         Attn: David Rowan
         1000 Gibraltar Drive
         Milpitas, CA 95035
         Tel: (800) 578-9284
         Fax: (215) 489-5225

      2) Abbott Laboratories
         Attn: David E. Mendelson
         100 Abbott Park Road
         Abbott Park, IL 60064
         Tel: (847) 938-0266
         Fax: (847) 938-6235

      3) Teva Pharmaceuticals USA, Inc.
         Attn: Sean Haney
         1090 Horsham Road
         North Wales, PA
         Tel: (215) 293-6426
         Fax: (215) 293-6499

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


LIBERTY MEDICAL: Committee Hires Stevens & Lee as Co-Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in ATLS Acquisition,
LLC, et al.'s Chapter 11 cases has sought  authorization from the
Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware to retain Stevens & Lee, P.C., as co-counsel,
effective as of March 4, 2013.

S&L will, among other things, attend hearings, draft and review
pleadings and generally advocate positions which further the
interests of the creditors represented by the Committee, at these
hourly rates:

      Joseph H. Huston, Jr., Shareholder      $665
      Maria Aprile Sawczuk, Of Counsel        $470
      Camille C. Bent, Associate              $290
      Paralegals & Legal Assistants         $155-$250

The Committee is also seeking approval to employ Lowenstein
Sandler to serve as its lead counsel.  S&L and Lowenstein Sandler
will allocate their delivery of services to the Committee so as to
avoid any unnecessary duplication of services.

To the best of the Committee's knowledge, S&L is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


LIFECARE HOLDINGS: To Proceed with Sale to Senior Lenders
---------------------------------------------------------
LCI Holdco, LLC, the parent company of LifeCare Holdings Inc., on
March 18 disclosed that it will proceed with the sale of
substantially all of its assets to Hospital Acquisition, LLC the
stalking horse purchaser in the Company's pending Chapter 11
cases.  Hospital Acquisition, LLC is a vehicle formed and
supported by LifeCare's senior secured lenders.

In its December filings with the United States Bankruptcy Court
for the District of Delaware, the Company sought and received
approval of procedures to facilitate participation by other
potential interested parties as part of a Court-supervised sale
process.  The deadline for receipt of bids was 5 p.m. EDT
March 13, 2013, and no other qualified bids were received.

A hearing to approve the sale is scheduled for April 2, 2013, and
the proposed transaction is expected to be completed this summer.
In addition to Court approval, closing of the transaction is
subject to the satisfaction of usual and customary conditions,
including obtaining all necessary regulatory consents.

                     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.


LODGENET INTERACTIVE: Deregisters Unsold Securities
---------------------------------------------------
LodgeNet Interactive Corporation filed with the U.S. Securities
and Exchange Commission a post-effective amendment no.1 to the
Form S-3 registration statement relating to the Registration
Statement on Form S-3, filed with the SEC on Oct. 5, 2007.  The
Registration Statement registered the resale of up to 1,000,000
shares of the Company's common stock, par value $0.01 per share,
by certain stockholders.

On Dec. 30, 2012, the Company entered into an Investment Agreement
with Colony Capital, LLC, and its affiliate, Col-L Acquisition,
LLC, and certain other investors, pursuant to which Colony and
those other investors will invest $60 million of new capital in
the Company, with an option to invest up to an additional $30
million to support a proposed recapitalization of the Company.
Pursuant to the terms of the Investment Agreement, on Jan. 27,
2013, the Company and all of its direct and indirect domestic
subsidiaries filed a voluntary petition for reorganization under
Chapter 11 of Title 11 of the United States Code in the United
States Bankruptcy Court for the Southern District of New York, in
the proceeding titled In re: LodgeNet Interactive Corp., et al.,
Case No. 13-10238.  The Bankruptcy Case was filed in order to
effect the Company's pre-packaged plan of reorganization, which is
based on the recapitalization to be effected under the Investment
Agreement.

Upon the closing of the recapitalization transactions contemplated
by the Investment Agreement and the Plan, among other things, all
of the capital stock of the Company issued, or outstanding as of
the date immediately prior to the Closing, will be cancelled
without receiving any distribution, and the Company will issue to
Colony and the other investors, or their designees, shares of new
common stock of the Company representing 100% of the issued and
outstanding shares of New Common Stock as of the date of the
Closing.  The Closing of the Transactions is subject to various
closing conditions, including, among others, bankruptcy court
confirmation of the Plan.

On March 7, 2013, the Bankruptcy Court entered an order confirming
the Plan.  The Plan provides that it will become effective upon
the completion of certain conditions precedent, including other
closing conditions under the Investment Agreement.  The Company
expects that all those closing conditions will be met and the
Closing of the Transactions will occur on or before April 1, 2013.

As a result of the Plan becoming effective on the Closing, the
outstanding common stock of the Company, including the shares of
common stock offered pursuant to the Registration Statement, will
be cancelled and the offering under the Registration Statement
will be terminated.  The Company removes from registration the
securities registered but unsold under the Registration Statement.

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

                       http://is.gd/ikHs6g

                         About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.


LP DOYLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: LP Doyle, Inc.
          dba Euphoria Salons and Day Spas
        3355 S. Highland Drive, Suite 112
        Las Vegas, NV 89109

Bankruptcy Case No.: 13-12182

Chapter 11 Petition Date: March 18, 2013

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

Judge: Linda B. Riegle

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: annabelle@mjohnsonlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-12182.pdf

The petition was signed by Joseph LaMarca, president.


MALLINCKRODT PLC: Moody's Assigns 'Ba2' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
and a Ba2-PD Probability of Default Rating to Mallinckrodt plc the
pharmaceutical company being spun out of Covidien plc.

Moody's also assigned a Speculative Grade Liquidity Rating of SGL-
1 as well as a Ba2 rating to the proposed $900 million bond
offering of Mallinckrodt International Finance SA. The rating
outlook is stable.

Ratings assigned:

Mallinckrodt plc:

Ba2 Corporate Family Rating

Ba2-PD Probability of Default Rating

SGL-1 Speculative Grade Liquidity Rating

Mallinckrodt International Finance SA:

Ba2 (LGD4, 57%) Senior unsecured notes of $900 million

Ratings Rationale:

Mallinckrodt's Ba2 rating reflects good balance between two
business segments (Specialty Pharmaceuticals and Global Medical
Imaging) but is constrained by its overall scale with a $2 billion
revenue base. Within pharmaceuticals, Mallinckrodt has good
balance between generic products, branded products, and active
pharmaceutical ingredients, yet its pharmaceutical products are
highly concentrated in the opioid pain category. These products
face high regulatory scrutiny and the possible transition by
prescribing physicians to abuse deterrent products, which could
negatively affect Mallinckrodt's non-abuse deterrent products,
particularly in its generic drug segment.

Mallinckrodt's branded drug business could significantly benefit
from this trend if the company commercializes two late-stage
pipeline products involving extended-release formulations of
controlled substance analgesics. Successful launches of these
products could improve Mallinckrodt's credit profile over time.
However, without these products Mallinckrodt's organic growth will
be sluggish. Further, Mallinckrodt's nuclear segment
(approximately 25% of sales) -- which produces nuclear imaging
agents for diagnostic procedures -- faces high risk of supply
disruption due to a limited number of nuclear plants producing
molybdenum-99 and frequent shutdowns of these plants. The initial
capital structure post-spin contains only a moderate degree of
financial leverage (with debt/EBITDA of 2.6 times), but could
increase over time to support business development.

The Ba2 rating on the senior notes of Mallinckrodt International
Finance SA reflects a guarantee from Mallinckrodt plc. The notes
are not guaranteed by operating subsidiaries, and are structurally
subordinate to the obligations of Mallinckrodt's subsidiaries.
However, the amount of subsidiary obligations is currently not
enough to cause the notes to be rated lower than the Corporate
Family Rating.

The rating outlook is stable, reflecting Moody's expectation that
Mallinckrodt's branded pain product development will remain on
track, that near-term organic growth will be positive, and that
leverage will be maintained below 3.0 times. Establishment of a
greater track record as a public company with positive organic
growth, successful launches of new pain products and maintenance
of debt/EBITDA below 2.5 times could result in a rating upgrade.
Conversely, setbacks in branded pain product development or an
increase in debt/EBITDA sustained above 3.0 times could result in
a ratings downgrade. Scenarios where debt/EBITDA could rise
include business development, a prolonged supply disruption in the
nuclear business, or unexpected product withdrawals or regulatory
compliance issues.

The methodologies used in this rating were Global Pharmaceutical
Industry published in December 2012, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Dublin, Ireland, Mallinckrodt plc is a specialty
pharmaceutical and medical imaging company. Revenues for the
twelve months ended December 28, 2012 were approximately $2.06
billion.


MENDOCINO COAST: Stipulation on Use of Cash Collateral Approved
---------------------------------------------------------------
U.S. Bankruptcy Judge Alan Joslovsky last month entered an order
approving a stipulation signed by Chapter 9 debtor Mendocino Coast
Healthcare District with lender California Office of Statewide
Health Planning and Development on the use of cash collateral.

The OSHPD has permitted the District to use cash collateral
subject to a perfected prepetition lien in favor of OSHPD and to
grant to OSHPD adequate protection in the form of a replacement
lien in postpetition cash.

No objections to the stipulation were filed.

           About Mendocino Coast Health Care District

Mendocino Coast Health Care District, the operator of a 25-bed
acute-care hospital in Fort Bragg, California, filed for Chapter 9
municipal bankruptcy protection (Bankr. N.D. Calif. Case No.
12-12753) on Oct. 17, 2012.  Andrea T. Porter, Esq., at Friedman
and Springwater LLP, serves as counsel to the Chapter 9 Debtor.

Bankruptcy ensued when mediation failed to reach agreement with
the union.  The hospital district complied with California law
requiring negotiations before filing a Chapter 9 petition.

The petition showed that assets and debt both exceed $10 million.


MAGNUM HUNTER: Delays Annual Report Filing for Yr. Ended Dec. 2012
------------------------------------------------------------------
Magnum Hunter Resources Corporation on March 18 disclosed that,
due to the reasons previously disclosed in its SEC filings, the
filing of the Company's Annual Report on Form 10-K for the year
ended December 31, 2012 will be delayed beyond the extended due
date of March 18, 2013.

              Status of Annual Report on Form 10-K

As previously disclosed, Magnum Hunter identified certain material
weaknesses in its internal controls over financial reporting in
connection with its (i) lack of sufficient qualified personnel to
design and manage an effective control environment, (ii) period-
end financial reporting processes and (iii) share-based
compensation.  Magnum Hunter has implemented, and continues to
implement, measures to address these weaknesses in the future.
These measures have included the employment of a significant
number of more experienced accounting personnel, including the
addition of the following new personnel: a chief accounting
officer, a head of financial reporting, a head of internal audit,
a head of tax, two Company controllers, and two regional
controllers.  In addition, Magnum Hunter is utilizing third party
technical resources, including consultants and professional
advisory firms, to assist in the implementation of these measures.
Magnum Hunter also intends to implement a new integrated
accounting and land information system during fiscal year 2013.
The Company may identify additional material weaknesses as it
finalizes its financial statements for fiscal 2012 and, if so, it
will take appropriate measures to address any such weaknesses.

The Company's rapid growth, particularly during the last 24
months, has resulted in complex and challenging accounting issues
and operational integration matters that have required a
significant amount of time and human resources in order to
complete the fiscal 2012 audit.  Magnum Hunter continues to work
diligently with PricewaterhouseCoopers LLP, its independent
auditors, to provide all the necessary information, including the
finalization of all adjustments and supporting analysis, so they
can complete the audit of the Company's financial statements for
the fiscal year ended December 31, 2012 as promptly as possible.
At this time, Magnum Hunter is not aware of any disagreements with
its auditors regarding the Company's fiscal 2012 financial
statements.  In addition, the Company has not discovered any
material errors or omissions that would require a restatement of
its previously issued unaudited 2012 quarterly financial
information.

Magnum Hunter expects to obtain the necessary consents from its
lenders under the Company's senior credit facility to allow the
Company to provide its 2012 audited consolidated financial
statements at a later date, and also expects to obtain similar
consents from the lenders under Eureka Hunter Pipeline, LLC's
credit facilities.  In addition, Magnum Hunter intends to take the
appropriate action to prevent or cure any default under the
Company's senior notes indenture resulting from its failure to
timely file this audited financial information.

                        Guidance for 2012

Selected Unaudited Financial and Operating Data for the Three
Months and Twelve Months Ended December 31, 2012

A copy of the selected unaudited financial and operating data for
the three months and twelve months ended December 31, 2012 is
available for free at http://is.gd/2HLvFM

            About Magnum Hunter Resources Corporation

Magnum Hunter Resources Corporation --
http://www.magnumhunterresources.com--
and its subsidiaries are a Houston, Texas based independent
exploration and production company engaged in the acquisition,
development and production of crude oil, natural gas and natural
gas liquids, primarily in the states of West Virginia, Kentucky,
Ohio, Texas and North Dakota and Saskatchewan, Canada.  The
Company is presently active in five of the most prolific
unconventional shale resource plays in North America, namely the
Marcellus Shale, Utica Shale, Eagle Ford Shale, Pearsall Shale and
Williston Basin/Bakken Shale.


MF GLOBAL: Files Plan Supplement With Loan, Trust Agreements
------------------------------------------------------------
MF Global Holdings Ltd. revealed new details about its proposed
Chapter 11 plan in court papers filed on Friday, according to a
March 18 report by Reuters.

The filings reveal the initial members of a director selection
committee who will select board members for MF Global as it
liquidates, according to the report.

The initial members are Andrew Shannahan, of Knighthead Capital
LLC; Joe Kronsberg, of Cyrus Capital Partners; and Austin Saypool,
of Silver Point Capital.

A trust agreement, called the "MF Global Plan Trust," will aid and
implement the firm's liquidation plan, according to the filings.
The filings also reveal terms of a $70 million senior secured
credit facility to finance the liquidation.  The court filings can
be accessed for free at http://is.gd/HlJxQ3

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MINH VU HOANG: Sec. 542 Turnover Succeeds Where 549 Would Fail
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a trustee who hadn't brought a lawsuit within the
required two years to set aside unauthorized post-bankruptcy
transfers was able to keep the claims alive by seeking a turnover
of estate property under Section 542(a) of the Bankruptcy Code.

The report relates that an individual made a living by purchasing
foreclosed properties, fixing them up, and selling them quickly.
Although the business was profitable, she didn't report income to
taxing authorities and didn't disclose the properties in her
bankruptcy filings.  She is serving a five-year prison sentence.

According to the report, the Chapter 7 trustee claimed that a
title company received proceeds from sale of properties after
bankruptcy, knowing they were unauthorized sales.  The trustee had
a problem because he didn't sue to recover the unauthorized post-
petition transfers within two years as required by Section 549 of
the Bankruptcy Code.  To avoid the problem, the trustee sued for a
turnover of estate property under Section 542(a).  The title
company unsuccessfully sought dismissal of the suit, contending it
isn't possible to perform an end run on Section 549 by suing under
542.

U.S. District Deborah K. Chasanow in Baltimore denied the motion
to dismiss last week.  She relied on a 2000 decision from the U.S.
Court of Appeals in Richmond, Virginia, for the proposition that
someone who had possession of estate property can still be held
liable for its value even after transferring the property to
someone else.  She also ruled that the trustee is not required to
avoid a postpetition transfer under Section 549 "in order to draw
the property back into the estate."

The case is Rosen v. Gemini Title & Escrow LLC (In re Minh),
12-0593, U.S. District Court, District of Maryland (Baltimore).  A
copy of the District Court's March 15 Memorandum Opinion is
available at http://is.gd/31T9jzfrom Leagle.com.

                About Minh Vu Hoang and Thanh Hoang

Minh Vu Hoang and Thanh Hoang filed a Chapter 11 petition (Bankr.
D. Md. Case No. 05-21078) on May 10, 2005.  They served as debtor-
in-possession until Gary A. Rosen was appointed as chapter 11
trustee on Aug. 31, 2005.  The case was converted to chapter 7 on
Oct. 28, 2005, and Mr. Rosen was appointed the chapter 7 trustee
and continues to serve in that capacity.

Pre-bankruptcy, the Hoangs engaged in a massive asset-concealment
scheme.  Since 1998, the Hoangs purchased distressed real estate
at foreclosure and sold those properties at a profit.  The Debtors
concealed those assets, through sham entities and paperless
transactions, in an effort to impede judgment creditors from
executing on any judgments.


MONEYGRAM INTERNATIONAL: S&P Affirms 'BB-' Issuer Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
issuer credit rating on MoneyGram International (MoneyGram).  The
outlook remains stable.  At the same time, S&P assigned a 'BB-'
issue-level rating on the company's proposed $975 million senior
secured credit facility.

The rating affirmation follows MoneyGram's announcement that it
will issue a new $975 million senior secured credit facility, made
up of a seven-year $850 million term loan B and a five-year
$125 million revolver.  The company will primarily use the
proceeds to refinance its existing indebtedness, which includes
$325 million second-lien notes, with an interest rate of 13.25%,
and a senior secured term loan B.

"We view the transaction favorably because it will reduce the
company's interest expense and extend its debt maturities," said
Standard & Poor's credit analyst Igor Koyfman.  After the company
completes the transaction, MoneyGram's annual interest expense
will be reduced by over $26 million, increasing S&P's expectation
of annual adjusted EBITDA to interest expense to approximately
6.5x.  (S&P adjusts EBITDA for legal accruals and fees,
restructuring costs, and other nonrecurring items.) Leverage
(adjusted for noncancellable operating leases and unfunded
postretirement benefits) will increase marginally because the
company will finance the make-whole premium on the second-lien
notes and other transaction costs.  S&P expects leverage to be
approximately 3.5x during 2013.

The stable outlook reflects S&P's expectation that MoneyGram will
operate with leverage (adjusted for noncancellable operating
leases and unfunded postretirement benefits) of approximately 3.5x
in 2013 and continue to gradually expand its global agent
locations.  "We believe competition could counteract any material
benefit in earnings that relate to moderate improvements in the
global economy and an increase in its agent locations," said Mr.
Koyfman.  "MoneyGram's ownership structure and relatively high
agent concentration in its Global Funds Transfer segment will
continue to limit the rating to a degree as well."

"We could lower our ratings on MoneyGram if its leverage exceeds
4.5x on a sustained basis or the company approaches its first-lien
covenant coverage ratios.  In our view, this could occur if
financial performance deteriorates as a result of competition or
the company issues additional debt to finance a payout to
shareholders," S&P said.

"We could raise the ratings if the IRS settlement has a limited
impact on the company, Western Union's pricing actions and other
competitive forces don't materially weaken profit margins, and
debt leverage is maintained below 3x on a sustained basis," S&P
added.


MPG OFFICE: Reports $396.1 Million Net Income in 2012
-----------------------------------------------------
MPG Office Trust, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $396.11 million on $231.17 million of total revenue for
the year ended Dec. 31, 2012, as compared with net income of
$98.22 million on $234.96 million of total revenue during the
prior year.

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

"In connection with our year-end financial reporting, management
needs to perform an evaluation of MPG Office Trust, Inc.'s ability
to continue as a going concern.  If management cannot conclude
that MPG Office Trust, Inc. will be able to continue as a going
concern for a reasonable period of time from the date of our year-
end consolidated financial statements, our independent registered
public accounting firm will need to include an explanatory
paragraph in its report on the consolidated financial statements
regarding the substantial doubt to continue as a going concern.
If we receive such an explanatory paragraph in our opinion, it
might further impede our ability to raise funds.  The ability of
MPG Office Trust, Inc. to continue as a going concern depends in
part upon our ability to generate cash from operations or obtain
suitable and adequate financing that, in each case, is sufficient
to fund our operations, service our indebtedness and potentially
re-balance our indebtedness so that it can be refinanced at
maturity."

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

                        http://is.gd/THCCKS

                  Form S-11 Prospectus Amendment

The Company filed a separate regulatory filing regarding a post-
effective amendment no.3 to the Form S-11 registration statement
relating to the potential sale of up to 135,526 shares of the
Company's common stock by the selling stockholders should they
exchange their units representing common limited partnership
interests, or common units, in MPG Office, L.P., or the operating
partnership, for the Company's common stock.  The Company is
registering the potential resale of the applicable shares of its
common stock to provide the selling stockholders with freely
tradable securities.

The Company will receive no proceeds from any issuance of the
shares of its common stock to the selling stockholders in exchange
for common units or from any sale of those shares by the selling
stockholders, but the Company has agreed to pay certain
registration expenses.

The Company's common stock currently trades on the New York Stock
Exchange, under the symbol "MPG."  On March 8, 2013, the last
reported sales price of the Company's common stock on the NYSE was
$2.77 per share.

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

                       http://is.gd/5DYJVj

                      About MPG Office Trust

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

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


MTS LAND: Plan Payments to be Financed by $8MM Exit Loans
---------------------------------------------------------
MTS Land, LLC, and MTS Golf, LLC, amended their Plan of
Reorganization to include financing for their exit from Chapter
11.

Under the Second Amended Joint Plan of Reorganization, there will
be two exit loans.  The first exit loan will be secured by a first
lien on the approximately 68 acres of real property nestled at the
base of Camelback Mountain senior in priority to the Restated USB
Loan and Restated Hertz Loan in an amount not to exceed
$6,860,000.  The second exit loan will be secured by a lien on the
Real Property junior to the Restated USB Loan and Restated Hertz
Loan in an amount not to exceed $1,170,000.

The Second Amended Plan continues to impair certain classes of
creditors although it promises 100% recovery to all classes.  All
Creditors with Allowed Claims will be paid the amount of their
Allowed Claims in full through the Plan.

Further, under the Second Amended Plan, MTS Golf will be merged
and consolidated into MTS Land, as the Reorganized Debtor.  MTS
Land's existing articles of organization, by-laws, and operating
agreement will continue in effect following the Effective Date,
except to the extent that those documents are amended in
conformance with the Plan or by proper governance action after the
Effective Date.

A full-text copy of the Second Amended Plan, dated Feb. 15, 2013,
is available for free at http://bankrupt.com/misc/MTSds0215.pdf

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.

According to the disclosure statement in support of their First
Amended Chapter 11 Plan of Reorganization that was filed mid-
January, debtors MTS Land, LLC, and MTS Golf, LLC, have a 100%
payment plan notwithstanding that the plan impairs certain classes
of creditors.


NASH FINCH: S&P Lowers Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Minneapolis-based wholesale food distributor Nash Finch
Co. to 'B+' from 'BB-'.  The outlook is stable.

At the same time, S&P lowered its rating on the company's
$322 million senior subordinated notes to 'B-' from 'B'; the '6'
recovery rating on this debt is unchanged.  S&P is subsequently
withdrawing the issue-level and recovery ratings following the
redemption of this debt instrument.

The downgrade reflects Standard & Poor's reassessment of the
company's financial risk profile to "aggressive" from
"significant".  "The reassessment follows deterioration of the
company's credit measures resulting from performance erosion and
an increase in debt to fund the acquisitions of Bag 'N Save and No
Frills," said Standard & Poor's credit analyst Mariola Borysiak.
Total debt to EBITDA increased to 4.1x as of Dec. 29, 2012, from
2.7x one year earlier and EBITDA coverage of interest weakened to
3.7x from 4.6x for the corresponding time periods.

"We anticipate that further moderate EBITDA erosion and additional
borrowings under the revolving credit facility will result in debt
leverage increasing to about 4.5x during 2013.  We estimate that
EBITDA coverage of interest will show modest improvement toward 4x
at year-end 2013, as a result of redemption of the subordinated
notes.  On March 15, 2013, the company redeemed its subordinated
convertible notes due 2035 with about $150 million reserved
borrowings under its revolving credit facility," S&P said.

"In our opinion, Nash Finch could be an industry consolidator, as
it attempts to improve its market position given the changing
industry dynamics and as more and more highly competitive
discounters enter the industry.  We expect that the company will
likely finance its future acquisition with debt, but we believe
that the size of the acquisition will not alter our current
assessment of the company's financial risk profile," S&P added.

"The rating on Nash Finch also reflects our assessment of the
company's business risk profile as "weak" based on our belief that
the increased presence of discounters and other nonconventional
food retailers will continue to take market share from smaller
grocery store chains.  An easing of inflation, increasing
competition, and declining sales in the military segment hurt Nash
Finch's operations during the fourth quarter leading to a 1.1%
decrease in revenues.  EBITDA margin narrowed about 40 basis
points to about 2.4% as of Dec. 29, 2012, due to lack of operating
leverage, incremental cost to revise the private-label program,
and inefficiencies at the military business," S&P noted.

The stable outlook on Nash Finch reflects S&P's expectation that
the company's competitive profile will support flat revenues and
modest margin erosion and that credit measures will remain in line
with S&P's current assessment of an aggressive financial risk
profile.

S&P would consider lowering the rating if operating trends
deteriorate more than it anticipates because of higher customer
attrition or significant declines at one or more of Nash Finch's
operating segments, coupled with an increase in debt for further
asset purchases.  S&P would consider a lower rating if leverage
reaches the low-5x area.  A combination of about 15% debt increase
and about 10% EBITDA erosion from Dec. 29, 2012, levels will
likely result in debt leverage increasing to about 5.2x.

Although not likely in the next 12 months, S&P could consider an
upgrade if Nash Finch achieves stable operating performance
despite the continued threats from nontraditional food retailers
and successfully increases sales and EBITDA such that its debt
leverage declines below 4x.  S&P believes that scenario is
possible if EBITDA increases about 18% from its projected level at
end of 2013 while debt remains constant.


NBTY INC: S&P Rates $1.508 Billion Term Loan Due 2017 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue-level rating to Ronkonkoma, N.Y.-based NBTY Inc.'s proposed
$1.508 billion term loan B-2 facility due Oct. 1, 2017.  The
recovery rating on the vitamin and nutritional supplement
company's proposed term loan is '2', indicating S&P's estimation
that lenders could expect substantial (70% to 90%) recovery in the
event of a payment default or bankruptcy.  S&P anticipates that
the company will use proceeds from the term loan B-2 facility to
repay the existing $1.508 billion term loan B-1 facility.  S&P
expects to withdraw the ratings on the term loan B-1 facility upon
repayment.  The ratings are subject to change and assume the
transaction closes on substantially the terms presented to S&P.

All of NBTY's other ratings, including the 'B+' corporate credit
rating, are unchanged.  The outlook is stable.  Pro forma for the
proposed transaction, total debt outstanding is about
$2.78 billion inclusive of holding company debt.

"The ratings on NBTY reflect our opinion that the company will
maintain an "aggressive" financial risk profile, including
forecasted leverage in the high 4x area, in part due to its
ownership by private equity firm The Carlyle Group.  It also
reflects our assessment that the company's business risk profile
is "fair," incorporating its ongoing exposure to the growing, but
highly competitive and fragmented, vitamins, minerals, herbs, and
supplements industry, and some customer concentration," S&P said.

RATINGS LIST

NBTY Inc.
Corporate credit rating                B+/Stable/--

Ratings Assigned
NBTY Inc.
Senior secured
  $1.508 bil. term loan B-2 due 2017    BB-
    Recovery rating                     2


NNN CYPRESSWOOD: Files Schedules of Assets & Liabilities
--------------------------------------------------------
NNN Cypresswood Drive 25 LLC filed with the U.S. Bankruptcy Court
for the Northern District of Illinois its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                Unknown
B. Personal Property        $336,293.15
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $17,506,636.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $17,674,635.02
                         --------------          --------------
TOTAL                           Unknown          $35,181,271.02

The Debtor disclosed that it owns a 3.305% fee simple tenancy in
common on an office building and restaurant located at 9720 and
9730 Cypresswood Drive in Houston, Texas.  The value of that stake
is unknown, the Debtor said.  The real property is encumbered by a
first lien on account of a $17,500,000 secured claim held by WBCMT
2007-C33 Office 9729, LLC.  The secured claimholder is represented
by:

          Joanne Lee, Esq.
          FOLEY & LARDNER LLP
          321 N. Clark Street, Suite 2800
          Chicago, IL 60654-5313
          E-mail: jlee@foley.com

NNN Cypresswood Drive 25, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-50952) on Dec. 31, 2012,
in Chicago.  The Debtor, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), has principal assets located at 9720 &
9730 Cypresswood Drive, in Houston, Texas.  The Debtor valued its
assets and liabilities at less than $50 million.


NEVILLE VERA: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Neville Vera, LLC
        7 Midwood Road
        Lincoln Park, NJ 07035

Bankruptcy Case No.: 13-15604

Chapter 11 Petition Date: March 18, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Susan B. Fagan-Rodriguez, Esq.
                  89 Mountain Heights Avenue
                  P.O. Box 208
                  Lincoln Park, NJ 07035
                  Tel: (973) 872-6232
                  E-mail: sbflesq@optonline.net

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

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

The petition was signed by Neville Gibson, sole member.

The Company?s list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
TD Bank N.A.                       Bank Loan            $1,150,862
One Royal Road
Flemington, NJ 08822


NEW ENGLAND COMPOUNDING: PritzkerOlsen Law Firm Files Suit v. MAPS
------------------------------------------------------------------
Attorneys Elliot Olsen and Fred Pritzker filed a lawsuit on
March 18 against Medical Advanced Pain Specialists (MAPS) on
behalf of Traci M. Maccoux, a 23 year old Minnesota woman.  She
was one of the Minnesota patients that contracted fungal
meningitis after epidural spinal steroid injections in the summer
of 2012.  The steroids were manufactured by New England
Compounding Center (NECC).  On September 26, 2012, NECC
voluntarily recalled three lots of these steroids due to fungal
contamination.

"At the time my client was diagnosed with fungal meningitis linked
to the MAPS epidural steroid injection, she suffered from Complex
Regional Pain Syndrome (CRPS), a chronic pain condition," said
Olsen.  "Because of the fungal meningitis, an effective treatment
for CRPS is now unavailable to my client, and she will have few
options to use against the debilitating pain."

On May 14, 2012, Ms. Maccoux went to MAPS Clinic in Maple Grove
for leg pain treatment.  MAPS physicians recommended epidural
steroid injections (lumbar injections) in her spine.  Thus, on
July 31, 2012, MAPS doctors administered an injection of
methylprednisolone acetate 80 mg/mL manufactured by NECC.
Ms. Maccoux had a second injection of NECC methylprednisolone
acetate at MAPS on August 10, 2012.

By September 2012, Ms. Maccoux had contracted spinal fungal
meningitis.  She was hospitalized for more than a week.  Since
that time, Ms. Maccoux has been on continual anti-fungal
medication and has had a surgery to remove hardware associated
with a pain modulation device.  The antifungal therapy has
numerous side effects for Ms. Maccoux including visual
disturbances and nausea.  It also carries a risk of liver damage
and squamous cell carcinoma.

On September 26, 2012, NECC voluntarily recalled three lots of
preservative-free methylprednisolone acetate due to possible
contamination with fungus.  On October 6, 2012, NECC expanded the
recall to include all products in circulation that were
distributed from its facility in Framingham, Massachusetts.  On or
about October 11, 2012, Ms. Maccoux received notice from MAPS that
she was injected with a recalled product that was potentially
contaminated by NECC, according to the lawsuit.

At this same time, the CDC reported that other patients who had
received NECC methylprednisolone had developed fungal meningitis.
Although the investigation is ongoing, to date there are 377 CDC-
confirmed cases of fungal meningitis in 20 states.  In its most
recent counts, the CDC has confirmed 722 total cases of NECC drug
related illness. Of those, 50 people have died, including one in
Minnesota.

NECC was licensed as a compounding pharmacy in Minnesota.  As
such, it was required under Minnesota statutes to sell
individually compounded pharmaceuticals for specific patients, by
prescription.  The license did not allow the company to sell
pharmaceuticals in bulk.  In December 2012, NECC filed for federal
bankruptcy protection in Massachusetts.

The Maccoux meningitis lawsuit alleges that, in violation of state
law, MAPS received methylprednisolone acetate in bulk from NECC.
The lawsuit also alleges that the NECC methylprednisolone
administered to Ms. Maccoux on July 31 and/or August 10, 2012, was
contaminated with the fungus Exserohilum rostratum or Aspergillus
fumigatus, potentially deadly pathogens that can cause illness and
death if they are able to enter into the fluid surrounding the
brain and spinal cord known as the cerebral spinal fluid ("CSF").

"The lawsuit filed [Mon]day seeks fair compensation for Ms.
Maccoux from MAPS," said Olsen, lead attorney for this case.  "We
allege that these businesses should be held accountable for
purchasing drugs illegally.  MAPS cannot turn a blind eye to
Minnesota law which mandates that it purchase in bulk only from a
licensed supplier.  Had MAPS abided by this law, many Minnesotans
would not have been sickened."

Ms. Maccoux is a CDC-confirmed case patient in the fungal
meningitis outbreak linked to NECC methylprednisolone.  The
lawsuit filed on her behalf alleges that she contracted fungal
meningitis as a direct result of receiving contaminated steroid
injections from MAPS.

Ms. Maccoux told The Guardian in an interview* in October 2012:
"I'm angry at the companies involved - MAPS, and the company that
made the drug.  I know people make mistakes, but this is a huge
mistake that caused a lot of deaths.  I'm angry about it, and I'm
sad."  The lawsuit alleges that as a direct and proximate cause of
the fungal infection, certain treatments for her CRPS may no
longer be available to Ms. Maccoux.

Elliot Olsen and Fred Pritzker are lawyers with PritzkerOlsen,
P.A. -- http://www.pritzkerlaw.com-- a Minnesota law firm with a
national practice representing victims of pathogenic adulteration
of both food and drug products. The firm has offices in
Minneapolis, MN.

Maccoux v. Medical Advanced Pain Specialists, P.A., Minnesota
District Court, Hennepin County, 27-CV-13-4786

                  About New England Compounding

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012.
Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as counsel.
Verdolino & Lowey, P.C. is the financial advisor.

The Debtor estimated assets and liabilities of at least $1
million.  The Debtor owns and operates the New England Compounding
Center is located in Framingham, Mass.

The company said at the outset of bankruptcy that it would work
with creditors and insurance companies to structure a Chapter 11
plan dealing with personal injury claims.

The outbreak linked to the pharmacy has killed 39 people and
sickened 656 in 19 states, though no illnesses have been reported
in Massachusetts.  In October, the company recalled all its
products, not just those associated with the meningitis outbreak.

An official unsecured creditors' committee was formed to represent
individuals with personal-injury claims. The members selected
Brown & Rudnick LLP to be the committee's lawyers.


NORTHLAND RESOURCES: Faces TSX Delisting After Non-Compliance
-------------------------------------------------------------
Northland Resources S.A. on March 15 disclosed that the Company's
common shares were set to be delisted from the Toronto Stock
Exchange on March 15, 2013.

Northland has received notice from the Continued Listings
Committee of Toronto Stock Exchange that the Company has failed to
meet the continued listing requirements of the TSX, following the
decision to file for corporate reorganization of its three Swedish
subsidiaries.  As the reorganization is still ongoing, the shares
were set to be delisted from the TSX effective at the close of
market on March 15, 2013.

Since October 2006, the Company has a dual listing on the Oslo
Bors.  The Company intends to maintain its listing on the OSE, and
shareholders who previously traded on the TSX can still trade on
OSE.

Karl-Axel Waplan, President & CEO, Northland Resources S.A.

Northland is a producer of iron ore concentrate, with a portfolio
of production, development and exploration mines and projects in
northern Sweden and Finland


OAK KNOLL: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Oak Knoll Associates, L.P.
        One Canal Plaza, Suite 600
        Portland, ME 04101

Bankruptcy Case No.: 13-20205

Chapter 11 Petition Date: March 18, 2013

Court: U.S. Bankruptcy Court
       District of Maine (Portland)

Debtor's Counsel: Richard P. Olson, Esq.
                  PERKINS OLSON, P.A.
                  32 Pleasant Street
                  P.O. Box 449
                  Portland, ME 04112
                  Tel: (207) 871-7159
                  E-mail: rolson@perkinsolson.com

Scheduled Assets: $6,700,000

Scheduled Liabilities: $3,529,350

The Company?s list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/meb13-20205.pdf

The petition was signed by Pamela W. Gleichman, managing general
partner.


OCD LLC: Section 341(a) Meeting Scheduled for April 4
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of OCD, LLC, will be
held on April 4, 2013, at 1:30 p.m. at Room 243A, White Plains.

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.

OCD, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
13-22416) on March 12, 2013.  Charles E. Dewey, Jr., signed the
petition as managing member.  On the Petition Date, the Debtor
estimated assets and debts of at least $10 million.  Reich Reich &
Reich, P.C., serves as the Debtor's counsel.


PATRIOT COAL: Wins Approval to End Supplemental Retirement Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. received the bankruptcy court's
permission on March 15 to save $2.5 million by ending a
supplemental 401(k) retirement plan covering 47 current and former
executives.  There were no objections.

According to the report, the program allowed managers to defer
part of their incomes while Patriot would make specified matching
contributions.  Affected workers will have $2.5 million in pre-
bankruptcy unsecured claims plus about $300,000 in a post-
bankruptcy priority claims to be paid in full if Patriot emerges
from Chapter 11.

The report relates that Patriot began the process last week aimed
at modifying contracts with the mine workers' union and ending the
continuing obligation to provide lifetime health care for
retirees.  Without success on the endeavor, Patriot said it will
be forced to liquidate.

Patriot's $200 million in 3.25% senior convertible notes due 2013
last traded on March 14 for 13.25 cents on the dollar, according
to Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.  The notes declined 9% since
Nov. 13.  The $250 million in 8.25% senior unsecured notes due
2018 last traded on March 15 for 43.375 cents on the dollar, down
18.2% since Nov. 13, Trace reported.

                         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.


PETTUS PROPERTIES: Court Closes Chapter 11 Case
-----------------------------------------------
Bankruptcy Judge Laura T. Beyer in February entered a final decree
closing the chapter 11 case of Pettus Properties, Inc., saying the
Debtor's estate has been fully administered.

Charlotte, North Carolina-based Pettus Properties, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No.
10-31632) on June 8, 2010.  The Company estimated its assets and
debts at $10 million to $50 million.

In 2011, the Debtor filed a Chapter 11 plan of reorganization,
which was challenged by VFC Partners 8 LLC.  Robert A. Cox, Jr.,
Esq., at McGuireWoods LLP, represents VFC.  A full-text copy of
the disclosure statement is available for free at
http://bankrupt.com/misc/PETTUS_DS.pdf


PHIL'S CAKE: Proposes Claims Treatment Scheme
---------------------------------------------
Phil's Cake Box Bakeries, Inc., d/b/a Alessi's Bakery, has
delivered to the U.S. Bankruptcy Court for the Middle District of
Florida, Tampa Division, a plan of reorganization and accompanying
disclosure statement proposing to pay unsecured creditors a pro
rata share of the unsecured creditor distribution fund, which will
be in the amount of $250,000.

Southern Commerce Bank will retain its liens on the property
securing the Debtor's prepetition loan.  For the SCB Loans, the
Debtors will make monthly interest and principal based on a 10-
year amortization.  The Debtor related that it will further modify
its Plan prior to the confirmation hearing to detail any
resolution reached with respect to Eagle Trail Drive's secured
claims.

The Class 4 Secured Claims SBA will be deemed fully unsecured, the
property subject to the Liens of the SBA will revest in the Debtor
free and clear of all Liens of the SBA, and the Allowed Claim of
the SBA will be treated as a Class 11 Unsecured Claim.  The Class
5 Claim of the FDIC will be treated consistent with the FDIC
Surrender Order.

The Holder of the Allowed Ford Motor Credit Secured Claim will
retain the Lien securing the Claim.  The Allowed Class 8 Secured
Claim will be paid in equal monthly installments so as to be paid
in full by the contractual maturity date, with interest at 5.25%
per annum.  Holder of the Allowed Baytree Leasing Secured Claims
will retain the Lien securing the Claim to the extent of the
Allowed Amount of such Claim. The Allowed Class 9 Secured Claim
will be paid in equal monthly installments over 60 months, with
interest at 5.25% per annum.

Class 10 consists of the Secured Claim of BB&T secured by a Lien
on the Debtor's real property located at 1009 Excelda Ave. and
1017 Excelda Ave., in Tampa, Florida.  The Debtor may surrender or
retain the Property securing the Class 10 Claim.  In the event the
Debtor elects to surrender, the Debtor will transfer to the Holder
of the Class 10 Claim any Property securing its Secured Claim in
full and final satisfaction of the Secured Claim.  Any deficiency
owing to a Secured Creditor with respect to a Class 10 Claim will
be classified and treated as a Class 11 Unsecured Claim.  If the
Debtor elects to retain the Property securing the Class 10 Secured
Claim, the Holder of the Allowed Class 10 Secured Claim will
retain the Lien securing the Claim.  The Allowed Class 10 Secured
Claim will be paid in equal monthly installments over 60 months,
with interest at 5.25% per annum.

A full-text copy of the Disclosure Statement, dated Feb. 20, 2013,
is available for free at http://bankrupt.com/misc/PHILSds0220.pdf

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PHOENIX COMPANIES: Delays 2012 Form 10Q & Form 10-K Filings
-----------------------------------------------------------
The Phoenix Companies, Inc. on March 15 updated the status of its
restatement of prior periods and filing of its third quarter 2012
Form 10-Q and its 2012 Form 10-K with the Securities and Exchange
Commission (SEC).

On Nov. 8, 2012, Phoenix announced that it would restate
previously issued GAAP financial statements for the years ended
December 31, 2011, 2010 and 2009, the interim periods for 2011,
and the first and second quarters of 2012.  In its announcement,
the company said it was delaying filing its third quarter 2012
Form 10-Q pending the filing of restated financial results, which
it expected to be prior to the timely filing of its 2012
Form 10-K.

Phoenix reported on March 15 that it will not meet the previously
announced timetable for filing its restated financial information
and third quarter 2012 Form 10-Q and will not timely file its 2012
Form 10-K.  The company will provide an update on or before
April 30, 2013.

"We are making substantial progress in completing the restatement
and closing the third and fourth quarters of 2012, but even with a
significant level of dedicated resources, the scope and breadth of
the work involved is much more time consuming than we originally
anticipated.  Resuming timely and accurate GAAP reporting is a top
priority, and we are focused intently on completing this process,"
said James D. Wehr, president and chief executive officer.

                        Restatement Update

-- Phoenix initiated the restatement to correct certain errors
relating to the classification of items on the consolidated
statement of cash flows in the prior periods.  The company
currently estimates consolidated cash and cash equivalents as of
June 30, 2012 will be approximately $210 million, which is
approximately $39 million less than previously reported in its
second quarter 2012 Form 10-Q.  The change is driven by balance
sheet reclassifications of assets between cash and other assets or
other liabilities.  These reclassifications were in the operating
subsidiaries, and there was no impact on holding company cash.  In
addition, there was no impact on consolidated stockholders'
equity.

-- Phoenix is adjusting the financial statements for errors
previously identified and recording the adjustments in the
appropriate historical period.  It also has identified additional
errors affecting prior periods including actuarial valuation of
certain insurance liabilities and deferred policy acquisition cost
assets, accounting for complex reinsurance transactions, and
valuation of certain private debt securities and derivative
instruments.  The current estimated impact of quantified
corrections on reported consolidated stockholders' equity as of
June 30, 2012 is a reduction of less than 1% of the amount
previously reported in Phoenix's second quarter 2012 Form 10-Q.
The impact of these corrections on any individual period could be
material.  Since the restatement work is not complete, the
estimated impact on consolidated stockholders' equity and
consolidated cash and cash equivalents is subject to additional
adjustments that could be material and adverse.

-- Phoenix continues to assess its disclosure controls and
procedures and internal control over financial reporting, and
believes it has identified multiple material weaknesses that will
be reported in its 2012 Form 10-K.

-- The company filed a Current Report on Form 8-K/A today that
details the current status of the restatement.

            Full Year 2012 Statutory Results for
               Phoenix Life Insurance Company

Phoenix Life Insurance Company (PLIC), the principal operating
subsidiary of The Phoenix Companies, Inc., filed its unaudited
statutory financial results for the year ended Dec. 31, 2012 with
the New York Department of Financial Services on March 1, 2013.
These statutory results are not indicative of the consolidated
GAAP results of the parent company.  The following are highlights
from that filing:

-- Statutory surplus and asset valuation reserve was $922.5
million at Dec. 31, 2012, net of the $71.8 million in dividends
paid to the holding company during the year and the repurchase of
$48.3 million par amount of PLIC's outstanding 7.15% surplus notes
due 2034.  Statutory surplus and asset valuation reserve was
$845.7 million at Dec. 31, 2011.

-- Risk-based capital ratio was 379% at Dec. 31, 2012.

-- Statutory net gain from operations was $160.5 million, and
statutory net income was $156.2 million for the year ended Dec.
31, 2012.

Fourth Quarter and Full Year 2012 Estimated Operating Metrics
             for the Phoenix Companies, Inc.

The following are currently estimated operating metrics for the
fourth quarter and full year 2012:

-- Annuity deposits of $193.2 million for the fourth quarter of
2012 and $830.0 million for full year 2012.

-- Net annuity flows (deposits less surrenders) of $62.0 million
for the fourth quarter of 2012 and $294.6 million for full year
2012.

-- Annuity funds under management of $5.0 billion at Dec. 31,
2012.

-- Life insurance annualized premium of $0.8 million for the
fourth quarter of 2012 and $2.7 million for the full year 2012.
Gross life insurance in-force at Dec. 31, 2012 of $113.3 billion.

-- Fourth quarter 2012 mortality that was $8 million unfavorable
to expectations. Full year 2012 mortality that was modestly
unfavorable to expectations, and two-year results that were
modestly favorable.

-- Fourth quarter 2012 total individual life surrenders at an
annualized rate of 6.2%, and closed block life policies at an
annualized rate of 5.8%. Full year 2012 total individual life
surrenders at 5.8%, and closed block life policies at 5.4%.

-- Fourth quarter 2012 annuity surrenders at an annualized rate of
10.5%, and full year 2012 annuity surrenders at 11.1%.

-- Holding company cash and securities of $144.5 million at Dec.
31, 2012.

-- Saybrus Partners EBITDA (Earnings Before Interest, Taxes,
Depreciation and Amortization), including inter-company revenues,
of $1.8 million for the fourth quarter of 2012 and $3.3 million of
EBITDA for full year 2012.

              7.45% Quarterly Interest Bonds Due 2032

On Jan. 16, 2013, Phoenix announced the success of its
solicitation of bondholders holding its outstanding 7.45%
Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) seeking a
one-time consent to amend the indenture governing the bonds and
provide a related waiver.  The approval of the amendments and
waiver allowed Phoenix to extend the date for providing its third
quarter 2012 Form 10-Q to the bond trustee to March 31, 2013.

Phoenix is required to file its quarterly and annual reports with
the bond trustee within 15 days after the applicable SEC filing
deadline.  Once that date passes, the trustee or holders
representing 25% or more in principal amount of the bonds may then
initiate a 60-day "cure" period.  If the reports are not delivered
to the trustee before the cure period expires, the trustee or
holders representing 25% or more in principal amount of the bonds
can request acceleration of maturity.

With [Fri]day's announcement, Phoenix has concluded that it will
not meet the respective deadlines for providing the trustee with
its third quarter 2012 Form 10-Q or 2012 Form 10-K.  If the
company later concludes that it does not expect to deliver these
reports within the cure periods, it may solicit its bondholders
for another consent that would further extend the deadline for
providing the trustee with the third quarter 2012 Form 10-Q and
extend the deadline for providing the 2012 Form 10-K.

Even without another successful solicitation of bondholders, the
company believes acceleration to be unlikely because of, among
other things, the favorable interest rate paid on the bonds.
However, the company believes it would have adequate liquidity in
the holding company to meet those obligations if an acceleration
occurred directly after the cure periods.

                  Annual Meeting of Shareholders

Phoenix will announce the date for its 2013 Annual Meeting of
Shareholders once a timetable for the filing of its 2012 Form 10-K
is established.

                         About Phoenix

Headquartered in Hartford, Connecticut, The Phoenix Companies,
Inc. -- http://www.phoenixwm.com-- is a boutique life insurance
and annuity company serving customers' retirement and protection
needs through select independent distributors.

                           *     *     *

In December 2012, Moody's Investors Service said it has placed on
review for downgrade the B3 senior debt rating of The Phoenix
Companies, and the Ba2 insurance financial strength (IFS) rating
of the company's life insurance subsidiaries, led by Phoenix Life
Insurance Company (Phoenix Life).  The rating action was prompted
by a reporting covenant breach related to the company's announced
delay in the filing of its Q3 2012 financials.

According to Moody's Assistant Vice President, Shachar Gonen, "The
review for downgrade of Phoenix's ratings is driven by a potential
event of default on its $253 million outstanding of 7.45%
Quarterly Interest Bonds due 2032. If the company fails to file
its Q3 2012 Form 10-Q with the Securities and Exchange Commission
(SEC) by January 29, 2013 and does not obtain an amendment and
waiver, investors could force an acceleration of principal, which
would severely pressure the financial flexibility of Phoenix."

Phoenix had about $124 million of cash and liquid assets as of Q3
2012, and Moody's believes the company would need to find
alternative financing or take extraordinary dividends out of its
operating companies in order to repay accelerated notes.


PHOENIX FOOTWEAR: Reports Financial Results for Fiscal Year 2012
----------------------------------------------------------------
Phoenix Footwear Group, Inc. on March 15 reported results for the
fiscal year ended December 29, 2012.

Fiscal Year 2012

-- Operating income for the year totaled $513,000 compared to an
operating loss of $1.0 million for the prior year.

-- Net sales increased $834,000 or 5.2% to $16.7 million from
$15.9 million

-- Gross margin as a percentage of net sales improved to 37.5% or
240 basis points from 35.1%

-- Net loss from continuing operations decreased to $437,000 or
$0.06 per share compared to net loss of $1.7 million or $0.21 per
share in fiscal 2011.

For the year ended December 29, 2012, net sales increased to $16.7
million or 5.2% compared to $15.9 million for the year ended
December 31, 2011.  Net sales for the Company's SoftWalk(R) and
Trotters(R) brands grew by 11.6% and 2.0% in fiscal 2012.  The
improvement in net sales for the year was achieved with a 9.7%
increase in the average unit wholesale price on an increased unit
sales volume of full priced goods of 2.9%, together with a 27%
decrease in the sales volume of closed-out goods.

The gross margin improved 240 basis points to 37.5% from 35.1%
when compared to the prior fiscal year.  The enhanced gross margin
was produced on a higher unit sales volume of full priced goods
coupled with an increase in the average unit wholesale of 9.7% and
a decrease in the sales volume of closed-out inventory reduced by
an increase in the average standard cost per unit.

Selling, general and administrative expenses or SG&A, decreased
$835,000 or 12.7% to $5.8 million in fiscal 2012 compared to $6.6
million in fiscal 2011.  SG&A as a percentage of net sales for
fiscal 2012 was 34.4% compared to 41.4% for fiscal 2011.  The
decrease in SG&A was mostly due to the reduction in legal, rent
and other public company costs incurred during the first quarter
of fiscal 2011 associated with the completion of a restructuring
plan initiated during the second half of fiscal 2010 and an
overall lower operating cost structure.

Interest expense for fiscal 2012 totaled $927,000 compared to
$720,000 for fiscal 2011.  On July 30, 2012, the Company
refinanced its credit facilities reducing its borrowing costs and
increasing the facilities' size.  As a result of the refinancing,
the Company incurred $220,900 of additional expenses associated
with the accelerated expensing of prepaid financing costs and
other fees paid with the early termination of the prior loan
agreement.

The Company reported a loss from continuing operations of $437,000
or $0.06 per share for the fiscal year ended December 29, 2012,
compared to loss from continuing operations of $1.7 million or
$0.21 per share for the fiscal year ended December 31, 2011.

            Waiver and Amendment of Lender Covenants

On July 30, 2012, the Company entered into a new Loan and Security
Agreement with AloStar Bank of Commerce and Subordinated Loan
Agreement with Gibraltar Business Capital, LLC.  The Loan
Agreement and Subordinated Loan Agreement include various
financial and other covenants, with which the Company has to
comply in order to maintain borrowing availability and avoid
penalties including maintaining required minimum EBITDA amounts.

As of December 29, 2012, the Company's rolling 12 month EBITDA of
$771,000 was not in compliance with the minimum EBITDA covenant of
$850,000 required in the Loan Agreement and Subordinated Loan
Agreement.

On February 27, 2013 and March 4, 2013, the Company entered into
the First Amendment to the Subordinated Loan Agreement with
Gibraltar and the First Amendment to the Loan Agreement with
AloStar, waiving the Company's non-compliance with the required
minimum EBITDA covenant of those agreements as of December 29,
2012 and amending the required minimum EBITDA covenant for each of
the first, second and third quarters of fiscal 2013.

                      About Phoenix Footwear

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.

The Company reported a net loss of $1.70 million on $17.26 million
of net sales for the year ended Jan. 1, 2011, compared with a net
loss of $6.99 million on $18.76 million of net sales during the
prior year.

The Company's balance sheet at Jan. 1, 2011 showed $10.74 million
in total assets, $7.90 million in total liabilities and $2.84
million in total stockholders' equity.

As reported by the TCR on April 18, 2011, Mayer Hoffman McCann
P.C., San Diego, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
continuing operations.


PICACHO HILLS UTILITY: Receiver Wants Chapter 11 Case Dismissed
---------------------------------------------------------------
Robert Martin, appointed by the district court as receiver for
Picacho Hills Utility Company, Inc., asks the bankruptcy court in
New Mexico to dismiss PHUC's newly filed bankruptcy case on
grounds that it was filed in "bad faith."

Mr. Martin filed a separate motion asking the bankruptcy judge to
abstain from hearing or suspend the Chapter 11 proceeding so that
the state court may continue the receivership and consider whether
the Debtor's property should be sold for the benefit of the
parties and the public.

A third motion filed by the receiver is a request to excuse
compliance from turnover requirements under 11 U.S.C. Sec. 543(a).

The Debtor is a public utility regulated by New Mexico Public
Regulation Commission.

Mr. Martin says that before the bankruptcy filing, PHUC's owner,
Stephen C. Blanco, embezzled loan proceeds of PHUC, fraudulently
conveyed PHUC's assets, and discarded orders by its regulator.

Investigation by the Commission began October 2008, and in August
2010 the Commission recommended a receiver following findings of
unauthorized financial transactions involving PHUC and Mr. Blanco.
Orders by the Commission were affirmed by the New Mexico Supreme
Court in September 2011.

In June 2010, the Bank of Rio Grande accelerated a $758,160 debt
and commenced a receivership action in District Court for Dona Ana
County, New Mexico.  The court appointed Robert Martin as receiver
in November 2011.

In July 2012, the parties entered into mediation and executed a
Settlement Agreement.  Mr. Blanco and his attorney, Alex Chisholm,
as well as the other parties, executed the settlement agreement,
under which Mr. Blanco and PHUC agreed to the sale of the assets
by the receiver.

The receiver found a buyer, the Dona Ana Mutual Domestic Water
Consumers Association, a political subdivision of the State of New
Mexico, and in September 2012, filed a motion in the District
Court.  However, Mr. Blanco filed documents purporting to
fraudulently convey the same water rights to Resurrection Mining,
LLC.

Resurrection Mining is an entity that lists Alex Chisholm,
attorney for Mr. Blanco and PHUC, as "Organizer", and his office
address is the mailing address and corporate address for the
entity.  Mr. Blanco received 22% of the stock of Resurrection in
return for conveying the waters rights.

Attempts by Mr. Blanco to forum shop by having Judge James T.
Martin disqualified were opposed by the Commission and denied by
the New Mexico Supreme Court.

On March 8, just days before the hearing on the sale motion and a
bid to hold Messrs. Blanco and Chisholm in contempt for conspiring
to steal 1,876 acre feet of water rights from PHUC, Mr. Blanco
sent PHUC to bankruptcy.

The receiver, citing, the case of In re Starlite Houseboats, Inc.,
426 B.R. 375, 387 (Bankr.Kan 2010), says the three factors for
abstention are satisfied:

   (i) The motivation of the petitioner -- in this case Mr. Blanco
on behalf of the debtor ?- was to avoid enforcement of the agreed
judgment and to avoid the consequences of his contempt of court by
removing the case from the state court;

  (ii) The creditors, and in this case the court should include
the public, are better off with a receiver who will competently
manage the public utility and honestly distribute the proceeds of
sale rather than Mr. Blanco whose honesty was demonstrated when he
conveyed water rights of the debtor to his insider entity formed
by his attorney; and

(iii) The Debtor is better off with an honest receiver than a
principal who embezzles assets and loan proceeds.

The Receiver is represented by:

           Paul M. Fish, Esq.
           MODRALL SPERLING ROEHL HARRIS & SISK, P.A.
           Post Office Box 2168
           Bank of America Centre, Suite 1000
           500 Fourth Street, NW
           Albuquerque, NM 87103
           Telephone: (505) 848-1800
           E-mail: pmf@modrall.com

                    About Picacho Hills Utility

Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D. N.M. Case No. 13-10742) on March 7, 2013.  The Debtor
is represented by William F. Davis & Associates, P.C.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

PHUC is a public utility as defined by the New Mexico Public
Utility Act, Sec. 62-3-3.G. and provides water and sewer service
to approximately one thousand residences in Dona Ana County, New
Mexico.  PHUC is 100% owned by Stephen C. Blanco, who is its
president.


PLAY BEVERAGES: Playboy Loses Bid to Dismiss Lawsuit
----------------------------------------------------
For the third time in four months, Play Beverages LLC, CirTran
Beverage Corporation and CirTran Corporation have won in court in
what has proven to be a one-sided legal battle with Playboy
Enterprises International, Inc.

On March 15, 2013, in the Circuit Court of Cook County, Illinois,
the Hon. Kathleen M. Pantle denied Playboy's motion to dismiss
Play Beverages' and CirTran Beverage Corporation's lawsuit against
Playboy.  Playboy claimed the lawsuit should be dismissed "with
prejudice" based upon a stipulation Playboy had reached with Play
Beverages in action in Utah.  Judge Pantle disagreed with
Playboy's strained interpretation of the stipulation, opting
instead to accept Play Beverages' contention that the stipulation
was merely "a standstill agreement."

Judge Pantle's ruling allows Play Beverages and CirTran Beverage
to pursue their claims, including unlawful conduct against
Playboy.

Earlier this year they won yet again.

"The courts have been unanimous in dismissing suits brought by
Playboy in futile attempts to enjoin our companies from
manufacturing and selling Playboy Energy Drink," said Iehab J.
Hawatmeh, CirTran's chairman and president.

"We believed from the outset that Playboy's claims were frivolous
and without merit, and once again are very happy the courts
agree," he said.

"Further," said Mr. Hawatmeh," we understand that in all lawsuits
there are highs and lows.  However, it is comforting to see the
courts recognize our rights -- and those of our distributors - so
that we may continue our business of selling an amazing energy
drink throughout the world."

Introduced in 2008, Playboy Energy Drink is manufactured and
distributed exclusively by CirTran Beverage Corporation, a wholly
owned subsidiary of CirTran Corporation under a product license
from Playboy Enterprises to Play Beverages, and is currently
available in more than 20 countries around the world.

                    About CirTran Corporation

Marking its 20th year in business in 2013, CirTran Corporation --
http://www.cirtran.com-- has evolved from its roots as an
international, full-service contract manufacturer.  From its
headquarters in Salt Lake City, Utah, where it operates, along
with its Racore Technology electronics manufacturing subsidiary,
from an ISO 9001:2000-certified facility, CirTran has grown in
scope and geography.  Today, CirTran's operations include:
CirTran-Asia, a subsidiary with principal offices in ShenZhen,
China, which manufactures high-volume electronics, fitness
equipment, and household products for the multi-billion-dollar
direct response industry; CirTran Online, which offers products
directly to consumers through major retail Web sites; and CirTran
Beverage, which has partnered with Play Beverages, LLC, to
introduce and distribute the Playboy Energy Drink.

                      About Play Beverages

On April 26, 2011, three alleged creditors, LIB-MP Beverage, LLC,
George Denney, and Warner K. Depuy, filed an involuntary Chapter 7
petition against Play Beverages, LLC, a consolidated entity of the
Company, seeking its liquidation.  On Aug. 12, 2011, the
proceeding was converted into a Chapter 11 reorganization
proceeding (Bankr. D. Utah Case No. 11-26046).


PREFERRED PROPPANTS: May Remain Disadvantaged Over Rivals
---------------------------------------------------------
Frac-sand industry dynamics will remain stable in 2013, but
Preferred Proppants, one of the key producers of frac sand, will
remain at a disadvantage to its chief rivals US Silica and
Fairmount Minerals, Moody's Investors Service says in a new
report, "Frac-Sand Industry's Rising Tide from US Energy
Production Fails to Lift All Boats."

The rating agency expects shipments of the sand used in hydraulic
fracturing, or "hydrofracking," to increase moderately again this
year, amid North America's still-hot oil and gas exploration and
production sector.

Despite such ideal conditions, the frac-sand industry will remain
intensely competitive in 2013, says Michael Corelli, Moody's Vice
President -- Senior Analyst and the report's author.

"Shipments of frac-sand increased last year even as the rig count
declined, due to expanded exploration in wet gas and oil basins,"
Corelli says. "Hydrofracking in North America looks set to
continue growing into the foreseeable future."

Attractive natural gas prices and a dramatic run-up in oil prices
in the past few years encouraged oil field services companies to
pursue hydrofracking at a frantic pace, so they have added
significant capacity. And the falling rig count will increase the
scramble for customers.

"Among the three major frac-sand producers we rate, competition
will favor US Silica and Fairmount Minerals, since they can offer
quick and abundant high-quality sand," Corelli says. "Preferred
Proppants is likely to remain at a disadvantage."

Those three companies' operating results have diverged recently.
While US Silica has seen significant EBITDA growth, Fairmount's
earnings have declined modestly. But Preferred's EBITDA has
declined substantially because of its lower-quality product mix,
higher exposure to natural gas basins and less-developed
logistical network.

"In the year ahead, we expect US Silica to report solid growth and
Fairmount to experience a modest decline, while Preferred's
results will remain weak," Corelli says.

Both US Silica and Fairmount have stable rating outlooks, while
the negative outlook on Preferred's ratings reflects its weak
recent operating results, less advantageous competitive position,
low liquidity and weak credit metrics.


PROMMIS HOLDINGS: Files Bankruptcy After Lenders Pushed for Sale
----------------------------------------------------------------
Atlanta, Georgia-based Prommis Holdings, LLC, and several
subsidiaries filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 13-10551) on March 18, 2013, estimating under $50 million in
assets and under $100 million in debts.

Prommis Solutions -- http://www.prommis.com/-- provides
processing services to the real estate finance industry.  Prommis
provides technology-enabled services that support many aspects of
the real estate lifecycle, including full escrow settlements;
title research, insurance, and curative work; as well as
components of foreclosure, bankruptcy and loss mitigation
processing.

Katy Stech, writing for The Wall Street Journal, reports that
Prommis blamed the bankruptcy on slowed business once federal
regulators and state attorneys general began investigating the
mortgage industry's "robosigning" scandal.  CEO Charlie Piper said
in court papers that Prommis filed for Chapter 11 protection after
its lenders, who are owed $74 million, pushed the firm to look for
a buyer.

WSJ also reports that Mr. Piper said the firm lost its biggest
customer, "thereby triggering an immediate and, in the near term,
irremediable crisis."  Mr. Piper did not identify the lost client.
Other court papers said McCalla Raymer LLC law firm is its biggest
customer, according to the WSJ report.  Mr. Piper also said that
financial trouble came from "complications arising from customer
disputes" without being more specific. Initial bankruptcy court
papers didn't name lawsuits it is involved with.

WSJ also notes the firm and its affiliates last year took in $120
million in revenue -- not enough to enable it to pull the amount
of money it needed from a revolving loan.  The company didn't
identify its lenders, who hold its debt in several classes, or the
lending agent that organizes them.

According to WSJ, a bankruptcy sale could remove the company's
ownership from investment firms including Ares Capital Corp. and a
Blackstone affiliate that, along with five other groups, said they
own more than 10% of one of the company's classes of stock.

Judge Brendan Linehan Shannon oversees the case.  The firm is
represented by Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rice, LLP.

The petition was signed by Charles T. Piper, chief executive
officer.


PROMMIS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Prommis Holdings, LLC
        400 Northridge Road
        Atlanta, GA 30350

Bankruptcy Case No.: 13-10551

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                       Case No.
     ------                                       --------
Prommis Fin Co.                                   13-10552
Prommis Solutions, LLC                            13-10553
E-Default Services LLC                            13-10554
Statewide Tax and Title Services of Alabama LLC   13-10555
Statewide Tax and Title Services LLC              13-10556
Statewide Publishing Services LLC                 13-10557
Nationwide Trustee Services, Inc.                 13-10558
Nationwide Trustee Servcies of Virginia, Inc.     13-10559
Interface Inc.                                    13-10560
Prommis Homeownership Solutions, Inc.             13-10561

Chapter 11 Petition Date: March 18, 2013

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

Judge: Brendan Linehan Shannon

Debtor's Counsel: Steven K. Kortanek, Esq.
                  WOMBLE CARLYLE SANDRIDGE & RICE, LLP
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: (302) 252-4363
                  Fax: (302) 661-7728
                  E-mail: skortanek@wcsr.com

Debtors'
Co-Counsel:       KIRKLAND & ELLIS LLP

Debtors'
Restructuring
Advisor:          HURON CONSULTING SERVICES, LLC

Debtors'
Claims Agent:      DONLIN RECANO & COMPANY, INC.

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by Charles T. Piper, chief executive
officer.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Morris, Manning &         Trade                  $429,928
Martin, LLP
1600 Atlanta Financial
Center
3343 Peachtree Rd, NE
Atlanta, GA 30326

Johnson & Freedman, LLC   Trade                  $426,131
1587 Northeast Expressway
Atlanta, GA 30329

Pite Duncan LLP           Trade                  $389,969
Trust Account
4375 Jutland Dr
San Diego, CA 92117

LPS and Affiliates        Trade                  $365,385
601 Riverside Ave.
Jacksonville, FL 32204

United Healthcare of GA   Trade                  $244,201
22703 Network Place
Chicago, IL 60673-1227

Locke Lord Bissell &      Trade                  $155,541
Liddell LLP

Bingham McCutchen LLP     Trade                  $149,660

Sharp Health Plan         Trade                  $108,434

Bendun Abstract Inc.      Trade                  $103,933

Smoothstone LP            Trade                  $81,782
Communications

Mothersonsumi Infotech    Trade                  $64,387
& Designs Ltd.

UPS, Inc.                 Trade                  $59,422

MS Default                Trade                  $58,013
Resolution, LLC

Gwinnett Daily Post       Trade                  $55,944

McCalla Raymer            Trade                  $54,924

Superior Abstractors      Trade                  $52,230

News Daily/Daily Herald   Trade                  $51,028

Pitney Bowes Purchase     Trade                  $43,669
Power

Resource Max Global       Trade                  $43,125
Technologies, LLC

Flat Iron Capital         Trade                  $42,756

West Tennessee Title      Trade                  $36,040

ADP, Inc.                 Trade                  $31,061

Indecomm Holdings, Inc.   Trade                  $29,970

Technology Leasing        Trade                  $28,916
Concepts, Inc.

Reece & Associates        Trade                  $28,250

Nashville Ledger          Trade                  $26,640

Marietta Daily Journal    Trade                  $26,223

Marlin Business Bank      Trade                  $25,426

Emason, Inc.              Trade                  $24,183

Duke Realty LP            Trade                  $23,628


QUANTITATIVE ALPHA: Mobile Integrated Ends Deal After Default
-------------------------------------------------------------
Mobile Integrated Systems, Inc. on March 15 disclosed that it has
terminated the arrangement agreement dated August 20, 2012, as
amended pursuant to which it had agreed to acquire all of the
outstanding common shares of Quantitative Alpha Trading, Inc.
Mobile terminated the Arrangement Agreement as a result of QAT
being in breach of certain of its covenants under the agreement.

Mobile Integrated Systems Inc. also disclosed that, due to QAT
being in default of its obligations under the first priority
secured bridge loan, the Company took steps to enforce its
security interests under the Bridge Loan.  Such collateral
interests include all of the present and after-acquired
intellectual property of QAT.

              About Mobile Integrated Systems, Inc.

Mobile Integrated Systems, Inc. --
http://mobileintegratedsystems.com/-- is a technology company
focused on developing and deploying interactive and mobile
products and transaction systems for a variety of industry sectors
including, but not limited to, financial services, gaming,
transportation and telecommunications.


RADIAN GROUP: Phillip Bracken Joins Unit as Chief Policy Officer
----------------------------------------------------------------
Radian Guaranty Inc., the mortgage insurance (MI) subsidiary of
Radian Group Inc., on March 18 announced the addition of 30-year
mortgage industry veteran, Phillip Bracken, to the team.  In the
newly created role of Chief Policy Officer - Government and
Industry Relations, Mr. Bracken will represent Radian on Capitol
Hill, by promoting a more traditional balance between private and
public capital in the mortgage finance market.

Mr. Bracken brings more than 30 years of mortgage industry
experience to Radian, most recently serving as an executive
consultant for private enterprise clients in the housing,
financial services and consumer sectors.  Prior to that,
Mr. Bracken spent 15 years as an executive at Wells Fargo, where
he managed government and industry relations, and policy
development, for the Home Mortgage and Consumer Finance Group.

Earlier in his career, Mr. Bracken also held senior leadership
roles at Prudential Home Mortgage in St. Louis, Missouri, and
America's Mortgage Company in Springfield, Illinois.

Mr. Bracken is well recognized, having won a variety of national
awards for leadership and achievement within the mortgage
industry, including a lifetime achievement award from the National
Association of Real Estate Brokers and the Mortgage Bankers
Association of America.

"As the housing market gains momentum, we need a strong, dedicated
voice on Capitol Hill who will advocate for Radian and for balance
within the mortgage industry, which is why we created this
important role," said Teresa Bryce Bazemore, president of Radian
Guaranty.  "Phil brings a wealth of industry experience and an
impressive leadership background that make him a credible
spokesperson for positive change in our industry."

Mr. Bracken stated, "I have dedicated much of my career to
protecting and promoting sustainable homeownership through my work
in government and industry relations.  I'm pleased to join the
Radian team, and look forward to working closely with Teresa and
the leadership team as they have already made tremendous progress
in Washington, DC, on behalf of the private MI industry."

Mr. Bracken is the co-chairman of the Consumer/Lender Roundtable
in Washington, DC; and president of the Housing Renaissance, a
group that comprises the top housing industry leaders in the
country.

                        About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


RANCHO HOUSING: General Unsecured Creditors Out of the Money
------------------------------------------------------------
Rancho Housing Alliance Inc. on March 15 delivered to the
Bankruptcy Court a fourth iteration of its Chapter 11 plan of
reorganization and explanatory disclosure statement.  A hearing is
set for June 4 to consider confirmation of the Plan.  A hearing on
the disclosure statement was held Feb. 19.

The Debtor seeks to reorganize by using estate assets,
postpetition revenues and new capital raised from the sale of new
equity to make payments to interested parties.  Some payments will
be made over time.  Some payments will commence on the Effective
Date of the proposed Plan, which will be 60 days after the
Bankruptcy Court issues an order confirming the Plan.

The Debtor's bankruptcy filing was precipitated when the City of
Coachella filed a judicial foreclosure action on the Debtor's
Tierra Bonita housing project and began threatening to do so with
respect to the Calle Verde housing project.  The aggregate debt
for both projects is roughly $6.0 million, with a potential
deficiency judgment that could reach $4.9 million.

Pursuant to the Fourth Amended Plan, the order confirming the Plan
will constitute an order granting the City of Coachella
Redevelopment Agency, which is owed $6,000,000 in secured claims,
relief from the automatic stay to permit the claimant to foreclose
non-judicially on the real property security.  The unsecured
deficiency claim, as well as any and all claims of the City of
Coachella for property maintenance, shall be treated as a Class 10
general unsecured claim.

The Debtor is disputing the amount of the secured claim of
Riverside County Tax Collector (alleged to be $500,955 plus
unknown amount).  The Debtor will seek an order of the Bankruptcy
Court estimating or determining the amount of the claims for
purposes of distribution from the estate.  Pursuant to the Fourth
Amended Plan, the secured claimant will retain its lien until the
secured tax is paid in full.  As to those parcels that are lost
through foreclosure, sold or otherwise turned over to secured
lenders, the secured claim and lien will follow the property and,
to the extent not paid, will be treated as a Class l0 general
unsecured claim as to the Debtor and the estate.

Under the Plan, holders of general unsecured nonpriority claims,
owed at least $10.24 million, will receive nothing on account of
their claims.  All members of the Debtor, meanwhile, will retain
their membership interest.

Meanwhile, the Debtor won't make payments to certain secured
claims, including those asserted by the City of Indio ($4.6
million); and County of Imperial ($587,000).  The loans are in the
nature of executory contracts for neighborhood stabilization
program.  Those loans are not in default and have not matured.
The loans were made as affordable housing subsidies.  No payments
are required under the loans provided the Debtor continues meeting
the conditions of the subsidy.  If conditions continue to be met
for a period of l5 years from the inception of the loans, the
loans will be forgiven under the program.

The Debtor anticipates the Court will confirm the Plan by June 30,
2013.

Objections to confirmation of the Plan are due May 14, 2013. The
Debtor will submit its plan confirmation brief and a ballot tally
no later than April 30.

In February, Peter C. Anderson, the U.S. Trustee, objected to the
disclosure statement explaining the third amended version of the
Plan.  Through the objection, the U.S. Trustee launched an attack
against the Plan.  The U.S. Trustee argued that the Debtor failed
to show that the Plan is feasible.  Moreover, he said the Plan
violates the absolute priority rule.  The U.S. Trustee
acknowledged the Debtor anticipates confirming the Plan by
cramdown.  Despite this, the Plan permits the Debtor's members to
retain their interests, and the Debtor to retain certain real
property that is more valuable than the encumbering debt.  "The
Debtor cannot retain these properties, and their equity, while
paying unsecured creditors nothing," the U.S. Trustee argued.

The Federal Home Loan Bank of San Francisco and the County of
Riverside also objected to the Plan documents.

The County of Riverside requested that its pre-petition claim be
placed into a class, and its post-petition claim be accorded
administrative status.  The Debtor, in response, amended the
Disclosure Statement and Plan to create a new Class "C",
designated as such because it includes the County's secured pre-
petition property tax claims.

In response to the U.S. Trustee's objections, the Debtor argued
the absolute priority rule does not forbid the Debtor from
retaining ownership of properties if general unsecured creditors
are unpaid.  "Rather, it precludes interests junior to the general
unsecured creditors from retaining property in the event that
general unsecured creditors are not paid in full," the Debtor
pointed out.

The Debtor also said liquidation is not a viable alternative.

A copy of the Fourth Amended Disclosure Statement is available at
http://bankrupt.com/misc/RANCHOHOUSING4thAmendedDS.pdf

                   About Rancho Housing Alliance

Rancho Housing Alliance, Inc., is a California non-profit public
benefit corporation authorized and operating pursuant to Division
2 of Title I of the California Corporations Code.  RHA has members
but does not issue equity securities of any kind.  Each member
also serves on the Debtor's board of directors.  However,
operational control of the Debtor rests with its Executive
Director, Mr. Jeffrey Hays.

RHA's specific charitable purposes are to benefit and support
another California non-profit public benefit corporation known as
Desert Alliance for Community Empowerment, Inc.  In assisting
DACE, RHA, among other things, provides affordable, decent, safe
and sanitary housing for low income persons where adequate housing
does not exist and assists low-income households to secure
education, training and services for self-sufficiency.  In meeting
these goals, RHA owns and operates a number of properties and
programs.

RHA filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-27519) on May 27, 2011.  Judge Scott C. Clarkson presides over
the case.  Michael B. Reynolds, Esq., at Snell & Wilmer LLP,
serves as the Debtor's counsel.  The Debtor disclosed $12,882,123
in assets and $22,404,858 in liabilities as of the Chapter 11
filing.


RAPID-AMERICAN CORP: Proposes Reed Smith as Counsel
---------------------------------------------------
Rapid-American Corporation seeks Court authority to employ Reed
Smith LLP as bankruptcy counsel.

The regular rates for Reed Smith's paralegals, associates, and
partners are: $100 to $350 for paralegals; $260 to $600 for
associates, and $410 to $1,005 for partners.

The hourly rates for the paralegals and attorneys who will be
primarily responsible for Reed Smith's representation of the
Debtor, effective through Dec. 31, 2013 (at which time Reed Smith
normally adjusts its rates), are:

          Partners: Paul M. Singer $750/hr.

          Associates: Chrystal A. Puleo $510/hr
                      Joseph D. Filloy $350/hr.
                      Jared S. Roach $350/hr.

          Paralegals: Stacy L. Lucas $185/hr.
                      Will Jarboe $180/hr.

For services rendered in connection with the preparation of the
chapter 11 filing, Reed Smith has been paid $119,100 in fees and
$823 in reimbursement for expenses.

To the best of the Debtor's knowledge, the partners, counsel, and
associates of Reed Smith are "disinterested persons," as that term
is defined in Section 101(14) of the Bankruptcy Code.

An omnibus hearing is scheduled for April 2, 2013 at 10:00 a.m.
Objections are due March 26.

                    About Rapid-American Corp.

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

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.  Logan
& Company, Inc., is the claims and noticing agent.

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


RAPID-AMERICAN CORP: Keeps SNR Denton On Board as Special Counsel
-----------------------------------------------------------------
Rapid-American Corporation seeks approval from the Bankruptcy
Court to employ SNR Denton US LLP as special counsel, nunc pro
tunc to March 8, 2013.

The Debtor has requested that SNR Denton serve as special counsel
because of that firm's extensive knowledge of the Debtor's
corporate history and corporate transactions, and the involvement
of that firm in the defense of the asbestos litigation confronting
the Debtor and the transactions in which the Debtor has
participated related thereto.

SNR Denton has represented the Debtor for more than 45 years, and
during the last 23 of those years has served as the Debtor's
National Coordinating Counsel for asbestos litigation, as local
defense counsel for litigation in the states of New York, New
Jersey, Florida, Illinois and California, and has been responsible
for claims administration and the processing of asbestos
settlements for the Debtor throughout that period.  SNR Denton has
also represented the Debtor for many years in the Midland
Insurance Company insolvency proceeding and in other insurer
insolvency proceedings and matters where the Debtor was and/or is
seeking to recover from insolvent insurer estates.

Postpetition, SNR Denton has agreed to provide:

   1. Asbestos-Related Services.  As the Debtor's National
      Coordinating Counsel for asbestos litigation prior to the
      Commencement Date, collecting, tracking and providing the
      Debtor information with respect to and assisting the Debtor
      with issues arising from the Debtor's history concerning
      asbestos personal injury litigation and the tens of
      thousands of asbestos claims pending against the Debtor;
      representing the Debtor in the Midland Proceeding and in any
      other insurer insolvency proceedings where the Debtor is
      seeking a recovery from insolvent insurer estates; and any
      other services related to the foregoing; and

   2. Corporate Counsel Services.  Acting as outside corporate
      counsel to the Debtor by providing specialized corporate and
      business advice to the Debtor as needed, including advice
      and analysis as to overall resolution of asbestos personal
      injury claims against the Debtor in the context of its
      restructuring efforts, and any other services related
      thereto.

The Debtor will compensate SNR Denton on an hourly fee basis.

The individuals who are and will be involved in providing
asbestos-related  Services to the Debtor rendered, prior to the
Commencement Date, and will render in the future such services at
discounted rates that are substantially below SNR Denton's 2013
standard hourly rates.  Those discounted hourly rates principally
range between: (i) $389 and $491 for partners, (ii) $295.00 and
$371 for associates, and (iii) $159 and $164 for paralegals
(subject to annual adjustment).

The Debtor agreed in the engagement letter that the individuals
who are and will be involved in providing corporate counsel
services to the Debtor will render such services at SNR Denton's
2013 standard hourly rates.  As an accommodation to the Debtor,
however, after the engagement letter was signed, SNR Denton has
agreed to discount those standard billing rates for corporate
counsel services.  Stephen A. Marshall's standard billing rate is
$910 an hour but will be discounted $750 per hour. The discounted
rates for the other attorneys and paralegals who may be
responsible for SNR Denton's representation of the Debtor,
effective through Dec. 31, 2013 (at which time SNR Denton normally
adjusts its rates), are:

          Partner: Robert Millner $850/hr
                   Jo Christine Reed $625/hr.

          Counsel: Martin J. Schwartz $625/hr.

          Associate: Oscar Pinkas $450/hr.

          Paralegal: Kathryn Schepp $225/hr.

To the best of the Debtor's knowledge, SNR Denton does not hold or
represent any interest adverse to the Debtor on any matters for
which SNR Denton is to be engaged.

An omnibus hearing is scheduled for April 2, 2013 at 10:00 a.m.
Objections are due March 26.

                    About Rapid-American Corp.

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

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

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

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


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

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

As reported in the March 13, 2013 edition of the TCR, for monthly
storage, Logan will charge the Debtor $0.10 per creditor name per
month.  Logan will charge $174 per hour for Web site design and
maintenance.  For consulting services, professionals at Logan will
provide a 15% reduction of their hourly rates:

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

                    About Rapid-American Corp.

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

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

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

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


REID PARK: Senior Lender Amends Chapter 11 Plan
-----------------------------------------------
Secured lender WBCMT 2007-C31 South Alvernon Way, LLC, further
amended its proposed plan for the orderly liquidation of Reid Park
Properties, LLC, to leave its secured claim and the class of
general unsecured claims impaired.

Under the Secured Lender's second amended modifications to its
First Amended Plan of Reorganization, the Debtor will convey the
Doubletree Hotel Tucson at Reid Park located at 445 South Alvernon
Way, in Tucson, Arizona, and all related personal property to the
Plan Transferee.  The Secured Lender's Secured Claim will not be
discharged, but will be assumed by the Plan Transferee on the
Effective Date.  The Plan Transferee will take title to the Hotel
and all related personal property subject to the Allowed Lender
Secured Claim and will arrange for a professional hotel management
company to continue operating the Hotel as a DoubleTree.

Each Holder of an Allowed Class 10 General Unsecured Claim will
receive in full satisfaction, settlement, release, extinguishment
and discharge of that Claim: (a) a distribution in Cash equal to
25% of its Allowed Claim from the Effective Date Cash and, if
necessary, funds provided by the Lender; and (b) pro rata
distribution of net proceeds from the Avoidance Actions; or (c)
other treatment on other terms and conditions as may be agreed
upon in writing by the Holder of the Claim and the Lender.

A full-text copy of the second modifications, dated Feb. 11, 2013,
is available for free at:

        http://bankrupt.com/misc/REIDlenderplan0211.pdf

In a separate court filing, the Secured Lender maintains that its
Plan proposes a better alternative for creditors than the Debtor's
Fifth Amended Plan of Reorganization because its Plan provides a
substantial 25% distribution to general unsecured creditors.

According to the Secured Lender, the Debtor's latest plan suffers
from many of the same legal infirmities that prevented
confirmation of its prior plan, as well as some new deficiencies.
To recall, the Court has denied confirmation of the Debtor's
proposed Plan to transfer ownership of its main asset, the hotel,
to a preferred investor and preserve a stream of management fees
for the Debtor's affiliated management company.  The Secured
Lender proposed its own reorganization plan after the denial of
confirmation.

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms.  It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


RG STEEL: Gets Approval to Hire Barnes as Special Counsel
---------------------------------------------------------
RG Steel LLC received the green light from the U.S. Bankruptcy
Court for the District of Delaware to hire Barnes & Thornburg LLP
as its special litigation counsel.

RG Steel tapped the Illinois-based firm in connection with
litigation in the U.S. District Court for the District of Maryland
between its debtor-affiliate RG Steel Sparrows Point, LLC and
Kinder Morgan Bulk Terminals, Inc.

The company will pay the firm's professionals (except Denise Lazar
and Brian Lewis who will be paid $500 per hour) on an hourly basis
at these rates:

   Professionals        Hourly Rates
   -------------        ------------
   Partners              $365 - $800
   Counsel               $330 - $630
   Associates            $275 - $450
   Paraprofessionals     $185 - $320

Barnes & Thornburg will also receive a contingency fee payment of
10% of any recovery through settlement or trial of the litigation,
and will be reimbursed for work-related expenses.

Ms. Lazar, Esq., a partner at Barnes & Thornburg, said in a
declaration that the firm does not represent interest adverse to
RG Steel and its debtor-affiliates.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Gets Court Nod to Settle Wheeling-Pittsburgh Trust Claim
------------------------------------------------------------------
RG Steel LLC obtained a court order approving a settlement of
claims with Wheeling-Pittsburgh Steel Corp. Retiree Benefits Plan
Trust.

The agreement authorizes the trust to set off its $12.2 million
claim against RG Steel's pre-bankruptcy claim.  In return, the
trust will pay the company $91,330 on account of its post-petition
claim.  The agreement is available for free at http://is.gd/rvBCAg

The trust was established in 2003 as a result of a settlement
among Wheeling-Pittsburgh Steel Corp., Wheeling-Pittsburgh Corp.
and the United Steelworkers of America.  The trust provides for
the establishment of health insurance and welfare benefit
arrangements for RG Steel retirees.

In September 2012, the trust filed a claim against RG Steel for
$11.93 million, which it allegedly owes under a certain Memorandum
of Understanding between the company and the labor union.

The trust also asserts a claim to $259,063 in Pension Benefit
Guaranty Corp. deductions, which RG Steel received prior to its
bankruptcy filing in May 31, 2012.

Meanwhile, RG Steel asserts a claim to $1,798,920 of non-trust
pension participant funds, of which $1,704,585 was received by the
trust before the May 31 filing.  The rest of the amount was
received by the trust after the petition date.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RHYTHM AND HUES: Has Final Loan Approval Before Sale
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rhythm & Hues Inc. received final approval of the
financing from Universal City Studios LLC and Twentieth Century
Fox Film Corp. to maintain operations until the business can be
sold following an auction on March 27.

According to the report, the lenders are providing financing
because the company is working on film projects for them.  The
maximum loan, to be disbursed in installments, is about
$17 million.

Japanese entertainment and content media company JS Communications
Co. Ltd. signed a letter of intent to buy the business and pay off
the bankruptcy financing.  In addition, JS will pay $1 million
cash.  Together with other assets, R&H predicts the sale will pay
$1.5 million of expenses in Chapter 11, $2.8 million in priority
claims, while leaving enough cash for a 5.8% recovery by unsecured
creditors.

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  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.


ROTECH HEALTHCARE: Moody's Cuts CFR to 'Ca' After Chap. 11 Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded Rotech Healthcare, Inc.'s
Corporate Family Rating to Ca from Caa3 and Probability of Default
Rating to Ca-PD from Caa3-PD. Concurrently, the ratings on the
$230 million senior secured 1st lien notes were lowered to Caa1
from B3 and the $290 million senior secured 2nd lien notes were
lowered to C from Ca. The company's Speculative Grade Liquidity
Rating remains at SGL-4. The rating outlook is negative.

The rating action is prompted by the company's recent announcement
of a debt reduction and restructuring plan (8K filed March 15,
2013) that provides for significant debt elimination through a
pre-arranged Chapter 11 bankruptcy filing.

Rotech anticipates filing its plan and petitions in the coming
weeks and also disclosed it did not make the interest payment on
the 2nd lien notes due March 15, 2013 as part of the restructuring
plan. The restructuring plan, if consummated, will result in a
substantial loss given default, particularly in regard to the 2nd
lien notes which may face 100% principal impairment. However, the
debt is expected to be converted to the common equity of the
company, according to the proposal.

The following ratings were downgraded:

  Corporate Family Rating -- to Ca from Caa3

  Probability of Default Rating -- to Ca-PD from Caa3-PD

  $230 million senior secured 1st lien notes to Caa1 (LGD2, 19%)
  from B3 (LGD 2, 19%);

  $290 million senior secured 2nd lien notes due 2018 to C (LGD5,
  73%) from Ca (LGD 5, 73%)

Ratings Rationale:

The lower PDR of Ca-PD reflects the heightened default risk in the
very near term. Moody's will consider Rotech in default and lower
the PDR to D-PD or LD (limited default) if Rotech does not make
the interest payment within the next 30 days or it files for
Chapter 11 in the near future.

The negative outlook reflects the further downward pressure on the
PDR should the company default. The outlook also incorporates the
uncertainties regarding final recovery value of the bonds given
the restructuring plan has not been finalized yet.

The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Rotech Healthcare Inc., headquartered in Orlando, Florida, is one
of the largest providers of home medical equipment and related
products and services in the US, with a comprehensive offering of
respiratory therapy and durable home medical equipment and related
services. Rotech provides equipment and services in 49 states
through approximately 420 operating centers located primarily in
non-urban markets. For the twelve months ended September 30, 2012,
Rotech reported revenue of approximately $466 million.


ROTECH HEALTHCARE: S&P Cuts CCR to 'SD' & Sec. Notes Rating to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Orlando, Fla.-based Rotech Healthcare Inc. to 'SD' from
'CCC-'.

At the same time, S&P lowered its rating on the company's
$290 million senior secured second-lien notes to 'D' from 'CCC-'
as a result of the missed interest payment.  The recovery rating
on this debt is '4', indicating S&P's expectation for average (30%
to 50%) recovery in the event of a payment default.

In addition, S&P lowered its rating on the $230 million senior
secured first-lien notes to 'CC' from 'CCC+'.  The recovery rating
on the first-lien notes is '1', indicating S&P's expectation for
very high (90%-100%) recovery in the event of a payment default.

The rating actions stem from the company's missed interest payment
on its second-lien notes and the stated intention to convert the
notes to equity.  According to S&P's timeline of payment criteria,
it is taking this action now because it do not believe an interest
payment will be made within five days of its due date.  Upon the
company entering Chapter 11 bankruptcy protection, S&P will be
lowering all ratings to 'D'.


RUPANJALI SNOWDEN: District Court Upholds Judgment Against CIC
--------------------------------------------------------------
Before the U.S. District Court for the Western District of
Washington are cross appeals by Appellant/Cross-Appellee Check
Into Cash of Washington, Inc., and Appellee/Cross-Appellant
Rupanjali Snowden.  CIC appealed the bankruptcy court's decision
on remand awarding Ms. Snowden emotional distress and punitive
damages based on CIC's violation of the automatic stay.  Ms.
Snowden contended for the second time that the bankruptcy court
erred in limiting her recovery of attorney's fees to those
incurred after May 20, 2009, and in failing to award sanctions
pursuant to its civil contempt or inherent authority.

The bankruptcy court found that CIC willfully violated the
automatic stay when it initiated a postpetition transfer from Ms.
Snowden's bank account.

On review, District Judge Robert S. Lasnik concluded that after
finding that Ms. Snowden actually suffered emotional harm as a
result of CIC's violation and a reasonable person would suffer
similar harm in similar circumstances, the bankruptcy court
properly awarded emotional distress damages under In re Dawson,
390 F.3d 1139, 1145 (9th Cir. 2004).

The District Court also affirmed the bankruptcy court's award of
punitive damages to Ms. Snowden.  Judge Lasnik found CIC's
arguments on the matter unpersuasive and cannot conclude that the
bankruptcy court's "findings were illogical, implausible or
without support in the record."

The appeal cases are captioned CHECK INTO CASH OF WASHINGTON,
INC., a Washington corporation, Appellant, v. RUPANJALI SNOWDEN, a
Washington resident, Appellee; and RUPANJALI SNOWDEN, Cross-
Appellant, CHECK INTO CASH OF WASHINGTON, Cross-Appellee, Case No.
12-cv-1095RSL, Bankruptcy Case No. 09-10318, Bankruptcy Internal
Appeal No. 12-S029, (W.D. Wash.)

A copy of Judge Lasnik's March 11, 2013 is available at
http://is.gd/3aoi5Nfrom Leagle.com.


SAN DIEGO HOSPICE: Has Interim OK to Obtain $2-Mil. DIP Loan
------------------------------------------------------------
On March 4, 2013, the Bankruptcy Court entered an interim order
authorizing San Diego Hospice & Palliative Care Corporation to
obtain up to $2,000,000 in the form of a term loan from Scripps
Health, a California non-profit corporation.

The $2,000,000 amount was determined by the Court as the amount
that is necessary in the interim to avoid immediate and
irreparable harm to the estate pending a final hearing.

On March 14, 2013, the Court entered a minute order putting the
DIP financing motion "off calendar as withdrawn."

Repayment of the DIP Loan Obligations will be secured by a senior
secured first priority interest in, and mortgage on, all of the
Debtor's right, title and interest in the Real Property owned by
the Debtor, together in each case will all of the Debtor's right,
title, and interest in and to all buildings, improvements, and
fixtures.

On Feb. 15, 2013, the Debtor sought Bankruptcy Court permission to
enter into a senior secured debtor-in-possession term loan of up
to $5,000,000 from Scripss Health, saying that it immediately
needs the DIP Loan to provide post-petition working capital to
maintain its ongoing operations and to continue providing the
highest possible quality hospice care to the Debtor's patients and
their families with the lowest level of disruption pending: (i)
transition of 300 of the Debtor's patients to Scripps, including
Scripps's purchase of the Debtor's Personal Property, and (ii) the
sale of the Debtor's real property and improvements consisting of
a 24-bed inpatient facility located at 4311 Third Avenue, San
Diego, California to Scripps for $10.7 million, or to the highest
qualified bidder at an auction.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4, 2013, estimating assets and liabilities of at least
$10 million.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SAN DIEGO HOSPICE: Files Schedules of Assets & Liabilities
----------------------------------------------------------
San Diego Hospice & Palliative Care Corporation filed with the
U.S. Bankruptcy Court for the Southern District of California its
schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property         $10,700,000.00
B. Personal Property      $9,669,007.74
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                         $1,398,834.54
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $13,489,223.93
                         --------------          --------------
TOTAL                    $20,369,007.74          $14,888,058.47

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4, 2013, estimating assets and liabilities of at least
$10 million.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SCC KYLE PARTNERS: Bank Asks Court to Dismiss Case
--------------------------------------------------
Creditor Whitney Bank has filed a motion to dismiss or convert the
Chapter 11 case of SCC Kyle Partners, Ltd., to Chapter 7.

According to the Bank, the case is a single asset real estate
bankruptcy case that was filed to stop a scheduled foreclosure
sale of certain parcels of real property totalling 50.174 acres of
land in Kyle, Texas, which in essence is the Debtor's only asset.
"This case for all intents and purposes is a two-party dispute
between Debtor and Whitney Bank, the secured lender.  The Debtor
has no employees and generates no revenue from on-going business
operations.  The secured loan in question matured on Jan. 2, 2012,
and the Debtor's ability to repay the loan is completely dependent
on speculative future sales of the property the Debtor projects
over a five year term," the Bank stated.

The Bank claimed that the Debtor lacks the funds and the ability
to formulate or carry out a plan of reorganization.  The Bank said
that since the filing of the bankruptcy petition, the Debtor
hasn't closed a single sale of any portion of the property and has
not made any payment to the Bank.  The Debtor's condition,
according to the Bank, has worsened as interest continues to
accrue on the amounts owed to the Bank, the 2012 property taxes on
the property are past due, and the bankruptcy administration costs
continue to deplete any claimed equity in the property.

The Debtor's proposed amended plan of reorganization "is
essentially a liquidation plan as the Debtor intends to liquidate
all of its assets over a five-year term under the proposed plan.
Additionally, Debtor's lack of forthrightness to date with respect
to promises of 'imminent' sales strongly suggests that the Debtor
would not hesitate to file another bankruptcy case in order to
further impede a scheduled foreclosure sale simply to delay the
inevitable," the Debtor said.

The Bank is represented by:

      James G. Ruiz
      Winstead PC
      401 Congress Avenue, Suite 2100
      Austin, Texas 78701
      Tel: (512) 370-2800
      Fax: (512) 370-2850

Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11
(Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012.  Judge H.
Christopher Mott presides over the case.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, LLC, in Austin, Tex., represents the
Debtor as counsel.  In its schedules, the Debtor disclosed
$18,516,094 in assets and $14,758,457 in liabilitie.  The petition
was signed by Scott A. Deskins, president of SCC Kyle Partners,
GP, LLC, general partner.



SELECT TREE: US Trustee Wants Case Dismissed, Hearing on March 25
-----------------------------------------------------------------
The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the
Western District of New York will hold on March 25, 2013, at 10:00
a.m. a hearing on the motion of Tracy Hope Davis, U.S. Trustee for
Region 2, to convert the Chapter 11 cases of Select Tree Farms
Inc. and George and Deborah Schichtel to Chapter 7 or, in the
alternative, dismiss the cases.

No timetable has been established by the Debtors or the Court for
the filing of plans and disclosure statements.

The Debtors have failed to file the monthly operating reports
required by the United States Trustee Chapter 11 Operating
Guidelines for the period of June 2012 through Jan. 31, 2013.

The lead Debtor, Select Tree, has failed to pay the quarterly fees
due to the U.S. Trustee for the quarters ending Sept. 30, and
Dec. 30, 2012.  On Jan. 29, 2013, a check in the amount of
$9,754.93 was delivered for payment in full of the outstanding
fees in the Select Tree case.  The U.S. Trustee said that the
check has been returned for insufficient funds and the balance due
remains outstanding.  The U.S. Trustee quarterly fees have been
fully paid in the personal case.

According to the U.S. Trustee, the Debtors' failure to comply with
United States Trustee Chapter 11 Operating Guidelines and pay the
U.S. Trustee quarterly fees has been a continual problem
throughout the pendency of the Chapter 11 case.  In light of the
unfortunate and unexpected death of Ms. Schitchel, the U.S.
Trustee has deferred earlier adverse action and has attempted to
patiently work with Mr. Schitchel in his attempt to secure full
compliance.  "However, the Debtors' continued failure to file
monthly operating reports and pay statutory fees for such an
excessive period of time requires action at this time.  The
Debtors' failure to file operating reports denies the Court,
creditors, and this Office the ability to effectively monitor the
re-organization process.  Absent timely, complete and verifiable
reports, parties are unable to ascertain and confirm the Debtors'
current financial condition and determine the accrual of
administrative expense claims, if any," the U.S. Trustee said.

The U.S. Trustee filed a statement regarding the inability to
appoint a Committee of Unsecured Creditors on June 20, 2012.

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).  Ms. Schichtel suffered a stroke around
October 2012 and became comatose and was intubated.  She passed
away Nov. 14, 2012.

Judge Carl L. Bucki presides over the case.  William F. Savino,
Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP, serve as the
Debtors' counsel.  NextPoint LLC serves as the Debtors' financial
advisor.

Garry M. Graber, Esq., and Steven W. Wells, Esq., at Hodgson Russ
LLP, represent Evans Bank, N.A., the primary secured creditor.


SILVERLEAF RESORTS: S&P Withdraws 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating on Dallas-based Silverleaf Resorts Inc. at the
issuer's request.  The 'B-' corporate credit rating reflected
S&P's assessment of the company's financial risk profile as
"highly leveraged" and its business risk profile as "vulnerable,"
according to its criteria.


SINCLAIR TELEVISION: Moody's Rates New $600MM Senior Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned Baa3 ratings to Sinclair
Television Group, Inc.'s proposed credit facilities, including a
new $100 million 1st lien sr secured revolver, $500 million 1st
lien sr secured term loan A, and $400 million 1st lien sr secured
term loan B, and assigned a B1 to the new $600 million senior
notes.

As proposed, up to $445 million of proceeds from the new Term Loan
A will be drawn within 180 days of closing (delayed takedown) and
after receipt of FCC approval to purchase television stations of
Barrington Broadcasting Group and/or certain stations of Cox
Media, and $900 million of proceeds from the new Term Loan B and
new senior notes will be used to refinance STG's existing 1st lien
credit facilities with the remainder to add roughly $133 million
to cash balances. In addition, Moody's upgraded STG's 8.375%
convertible senior notes and 6.125% senior notes to B1 from B2
reflecting the revised debt mix. Moody's also affirmed Sinclair
Broadcast Group, Inc.'s ("Sinclair") Ba3 Corporate Family Rating
(CFR), Ba3 Probability of Default Rating (PDR), and B2 on its
4.875% convertible sr notes and affirmed STG's Ba3 on its 2nd lien
sr secured notes. The SGL -- 2 Speculative Grade Liquidity (SGL)
Rating was affirmed and the outlook remains stable.

Assigned:

Issuer: Sinclair Television Group, Inc.

  New $100 million 1st Lien Sr Secured Revolver: Assigned Baa3,
  LGD2 -- 13%

  New $500 million 1st Lien Sr Secured Term Loan A: Assigned
  Baa3, LGD2 -- 13%

  New $400 million 1st Lien Sr Secured Term Loan B: Assigned
  Baa3, LGD2 -- 13%

  New $600 million Senior Notes: Assigned B1, LGD5 -- 78%

Upgraded:

Issuer: Sinclair Television Group, Inc.

  8.375% convertible sr notes due 2018 ($238 million
  outstanding): Upgraded to B1, LGD5 -- 78% from B2, LGD5 -- 83%

  6.125% sr notes due 2022 ($500 million outstanding): Upgraded
  to B1, LGD5 -- 78% from B2, LGD5 -- 83%

Affirmed:

Issuer: Sinclair Broadcast Group, Inc.

  Corporate Family Rating: Affirmed Ba3

  Probability of Default Rating: Affirmed Ba3-PD

  4.875% convertible sr notes due 2018 ($6 million outstanding):
  Affirmed B2, LGD6 -- 97%

  Speculative Grade Liquidity Rating: Affirmed SGL -- 2

Issuer: Sinclair Television Group, Inc.

  9.25% 2nd lien sr secured notes due 2017 ($500 million
  outstanding): Affirmed Ba3, LGD3 -- 42% (from LGD4 -- 51%)

Outlook Actions:

Issuer: Sinclair Broadcast Group, Inc.

Outlook is Stable

To be withdrawn upon closing of the transaction

Issuer: Sinclair Television Group, Inc.

  1st lien sr secured revolver due 2016 ($48 million
  outstanding): to be withdrawn Ba1, LGD2 -- 16%

  1st lien sr secured term loan A due 2016 ($264 million
  outstanding): to be withdrawn Ba1, LGD2 -- 16%

  1st lien sr secured term loan B due 2016 ($588 million
  outstanding): to be withdrawn Ba1, LGD2 -- 16%

Ratings Rationale:

Sinclair's Ba3 Corporate Family Rating reflects moderately high
leverage with a 2-year average debt-to-EBITDA ratio of 5.3x
estimated for FYE 2012 (including Moody's standard adjustments, or
5.0x net of cash) and pro forma for recent acquisitions and
pending purchases of Barrington and Cox stations. The pending
transactions represent Sinclair's latest debt funded investment to
expand its footprint of U.S. households while further diversifying
revenues by geography, network affiliations, and market size.
Ratings incorporate 4% to 6% revenue declines in 2013, on a same
store basis, due to the absence of significant political ad
spending only partially offset by low single-digit growth in core
ad revenues and expected increases in retransmission fees. Despite
higher levels of SG&A and production expense, including reverse
compensation, Moody's expects EBITDA margins to remain above 35%
(including Moody's standard adjustments) generated by the
company's sizable and diverse television station group with a
focus on operating multiple primary television stations in a
market using duopolies and Local Marketing Agreements. Moody's
also expects management will achieve most of its planned
acquisition synergies for Barrington and Cox soon after the
transactions close given cash flow benefits are primarily from
contractual retransmission fees and despite the need to assimilate
recently acquired stations from Newport Television.
Notwithstanding Moody's base case scenario for flat to modest
EBITDA growth in 2013, Moody's believes 2-year average leverage
ratios could improve over the next 12 months as excess cash would
be used to reduce credit facility balances or prepay earlier
maturing notes, absent acquisitions.

Moody's believes Sinclair is likely to acquire additional
television stations over the next 12 months resulting in increased
debt balances. The Ba3 rating and stable outlook reflect Moody's
expectation that, despite the potential for additional debt
financed purchases, the company will sustain pro forma 2-year
average debt-to-EBITDA ratios below 5.50x allowing for financial
metrics to be better positioned within the Ba3 category. Ratings
incorporate moderately high financial risk, the inherent
cyclicality of the broadcast television business, increasing media
fragmentation, and potential challenges related to management's
acquisition strategy. The SGL-2 liquidity rating reflects good
liquidity including the extension of the nearest significant debt
maturity to 2017 and full availability under the new revolver.

The stable outlook reflects Moody's expectation that core revenues
will grow in the low single digit percentage range over the next
12 months with additional increases in retransmission fees
(increasingly offset by higher levels of production expense,
including reverse compensation), but the lack of significant
political ad demand in 2013 will result in overall revenue
declines. In the absence of additional acquisitions, Moody's
believes Sinclair would apply free cash flow to reduce debt
balances in excess of required term loan amortization contributing
to improved leverage and greater free cash flow. Ratings could be
downgraded if 2-year average debt-to-EBITDA ratios exceed 5.50x
(incorporating Moody's standard adjustments) or if distributions,
share repurchases or deterioration in operating performance
results in free cash flow-to-debt ratios falling below 4%. Ratings
could also be downgraded if liquidity deteriorates due to
dividends, share buybacks, debt financed acquisitions, or
decreased EBITDA cushion to financial covenants. Although not
likely in the next 12 months given management's acquisition
strategy, ratings could be upgraded if Sinclair's 2-year average
debt-to-EBITDA ratios are sustained comfortably below 4.25x with
good liquidity including free cash flow-to-debt ratios in the high
single-digit range. Management would also need to show a
commitment to financial policies consistent with the higher
rating.

Recent Events

In February 2013, Sinclair announced its agreement to purchase the
stock and broadcast assets of four Cox Media stations for $99
million (before $4.3 million of working capital benefits) and to
provide sales services to a fifth station. The company also
announced its agreement to purchase the broadcast assets of 18
television stations owned by Barrington Broadcasting Group, LLC
for $370 million and operate or provide sales services to an
additional six stations. The transactions are expected to close in
the second quarter of 2013, subject to FCC approval. Sinclair set
up a new subsidiary, Chesapeake TV, with additional management and
retained staff from Barrington to focus on small market operations
and acquisitions. Sinclair plans to sell two stations and assign a
local marketing agreement and purchase option on a third station
to remain compliant with FCC ownership conflict rules.
Additionally, the license assets of another four stations will be
purchased by Cunningham Broadcasting Corporation (a variable
interest entity of Sinclair) and Howard Stirk Holdings, a newly
formed entity.

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

Sinclair Broadcast Group, Inc., headquartered in Hunt Valley, MD,
and founded in 1986, is a television broadcaster, operating 112
stations in 61 markets pro forma for pending acquisitions of
Barrington and Cox Media stations. The station group reaches just
under 30% of U.S. television households and includes 27 FOX, 20
CW, 20 MNT, 17 ABC, 15 CBS, 11 NBC affiliates, plus two other
stations. Sinclair is publicly traded with the Smith family owning
49% of class A common shares, 96% of class B shares, and 81% of
voting control. Net broadcast revenues for FY2012 totaled more
than $1.3 billion pro forma for recent and pending acquisitions.


SINCLAIR BROADCAST: S&P Rates New $1 Billion Secured Debt 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all existing ratings,
including the 'BB-' corporate credit rating, on U.S. TV
broadcaster Sinclair Television Group Inc.  The outlook is stable.

At the same time, S&P assigned the company's proposed $1 billion
senior secured credit facilities (consisting of a $100 million
revolver due 2018, a $500 million term loan A due 2018, and a
$400 million term loan B due 2020) S&P's 'BB+' issue-level rating,
with a recovery rating of '1', indicating S&P's expectation for
very high (90% to 100%) recovery for lenders in the event of a
payment default.

In addition, S&P assigned the $600 million unsecured notes due
2021 its 'B' issue-level rating, with a recovery rating of '6'
(0% to 10% recovery expectation).

The company will use proceeds to fund the company's acquisitions
of assets from Barrington Broadcasting Group and Cox Media Group,
refinance the existing senior secured credit facilities, and put
cash on the balance sheet.  Sinclair Television Group is a wholly
owned subsidiary of Hunt Valley, Md.-based Sinclair Broadcast
Group Inc. (Sinclair).

S&P also revised its recovery rating on the company's secured
second-lien notes due 2017 to '1' (90% to 100% recovery
expectation) from '2' (70% to 90%).  S&P subsequently raised its
issue-level rating on this debt to 'BB+' from 'BB'.  S&P based
this action on the improved recovery prospects for the debt and
Sinclair's higher enterprise value in a hypothetical default
scenario given the number of acquisitions that the company has
made or is still waiting to close.

The ratings on Sinclair reflect a "fair" business risk profile and
an "aggressive" financial risk profile.  S&P views Sinclair's
business risk profile as fair, according to its criteria, because
of its significant size, scale, and diversity as the largest
independent TV broadcaster, good EBITDA margin, and strong
conversion of EBITDA to discretionary cash flow.  The rating also
reflects the structural changes in the consumption of media, with
viewers shifting to alternative media for news and entertainment.

Pro forma for all announced acquisitions (including the 2013
acquisitions of Barrington and Cox Media's TV station), Sinclair
will be the largest non-network-owned TV broadcaster in the U.S.,
with 112 stations reaching about 30% of the country's households.
Since 2011, the company has announced $1.5 billion in TV station
acquisitions.  With these acquisitions, the company becomes the
largest CW affiliate owner, after already being the largest Fox
affiliate owner, and is a sizeable owner of station affiliates of
the ABC network.  S&P believes the company's unique size among
U.S. TV broadcasters adds efficiencies including programming,
overhead, and capital expenditures.  In addition, S&P believes the
company will have a stronger position in negotiating
retransmission compensation agreements with cable and satellite
companies, and affiliation agreements with the TV networks.
Still, its stations generally have lower audience rankings in
their markets, resulting in lower ad rates.  As a TV broadcaster,
its advertising revenue is highly sensitive to economic downturns
and election cycles, and is subject to long-term secular trends in
audience fragmentation and the increasing popularity of Internet-
based entertainment.  Separately, Sinclair holds investments in a
number of underperforming real estate and other non-TV assets,
which S&P views as lying on the fringe of strategic necessity.
While not factored into the current rating, Sinclair owns a
significant swath of broadcast spectrum, which could be a source
of value in the future depending on how the company chooses to
monetize it.


SONIC AUTOMOTIVE: "Material Weakness" No Impact on Moody's B1 CFR
-----------------------------------------------------------------
Moody's Investors Service reports that Sonic Automotive Holdings,
Inc.'s disclosure in a Form 8-K dated March 18, 2013 that the
company has determined that a material weakness existed in the
effectiveness of controls over its dealership level accounting
processes resulting from the aggregation of control deficiencies
will have no immediate impact on its B1 Corporate Family Rating or
its positive outlook. Moody's notes, however, that this is the
second material weakness incurred by Sonic in the past two fiscal
years.

"As it is expected that this material weakness will be remedied in
due course, there is no immediate rating action," stated Moody's
Senior Analyst Charlie O'Shea. "We will closely monitor the
company's remediation progress as current ratings and outlook
reflect our expectation of an unqualified audit opinion. As
reflected in the 8-K, Sonic's lenders have agreed to take no
action relative to this issue."

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

Sonic Automotive, headquartered in Charlotte, NC, is a leading
auto retailer with 118 stores representing 135 franchises, and
annual revenues of approximately $7 billion.


SMTC CORP: Needs to Restate Financial Statements Under Amendment
----------------------------------------------------------------
SMTC Corporation on March 14 disclosed that the company received a
waiver and amendment from PNC associated with compliance with
certain covenants of its loan agreement for the quarter ended
December 30, 2012.  In the process of reviewing the amendment to
its loan agreement with PNC, the company reevaluated certain terms
of the agreement and based on its consideration of ASC 470 "Debt",
the Company's management, with the agreement of the Audit
Committee of the Board of Directors, determined that the Company
will need to restate certain of its consolidated financial
statements for the year ended January 2, 2012 in order to
reclassify its revolving credit facility as a current liability.
The reclassification will have no impact on previously reported
net cash flows, cash, revenues, or net income.  As a result, the
Company determined that because of the pending reclassification,
the balance sheets included in the consolidated financial
statements for the quarter ended October 2, 2011, year ended
January 2, 2012 and the first three fiscal quarters of the fiscal
year 2012 must be restated to reflect a decrease in long-term debt
and a corresponding increase in current liabilities for said
periods.  The reclassification will have no impact on maturity of
the facility, which matures on September 22, 2014 or the Company's
ability to draw on the revolving credit facility.

The Company has filed its Form 8K addressing the reclassification,
and will file its Annual Report on Form 10-K for the year ended
December 30, 2012, which will include the restated consolidated
comparative balance sheet as of January 2, 2012 as soon as is
practicable and no later than March 29, 2013.  The Company will
also restate the consolidated comparative balance sheets for the
third fiscal quarter of 2011 and the first three fiscal quarters
of 2012 in subsequent filings as soon as practicable."

SMTC announced fourth quarter 2012 unaudited results.

Revenue for the year was $296 million, a 35% increase over 2011
revenue of $220 million.  Adjusted EBITDA was $13.0 million, or
$12.3 million when factoring out unrealized foreign exchange
gains, a 32% increase over 2011 adjusted EBITDA of $9.3 million.
Adjusted EPS was $0.60 and included a $0.15 income tax adjustment
related to the expected future usage of tax loss carry-forwards.
Up from 2011 adjusted EPS of $0.24.

Revenue for the quarter was $73.2 million, a 3% increase over
fourth quarter 2011, and a 3% decrease over third quarter 2012
revenue.  Factoring out unrealized foreign exchange gains/losses
gross margins were 8.6%, compared to 6.5% in the third quarter.
Adjusted EBITDA in the fourth quarter was $2.3 million after
removing a $536 thousand loss from unrealized foreign exchange
contracts, compared to $1.4 million in the third quarter.

Adjusted EPS for the quarter was $0.17, and benefited $0.15 from a
$2.4 million recognition of deferred income tax assets related to
the expected future usage of certain tax loss carry-forwards.
This compares to adjusted EPS of $0.08 in the third quarter of
2012, and $0.17 in the fourth quarter 2011.  Bank debt, net of
cash, decreased to $15.3 million, from $28.9 million in the third
quarter.  Total debt net of cash decreased to $18.2 million, from
$32.3 million in the third quarter.

"Fourth quarter adjusted EBITDA improved over the third quarter,
but missed our expectations and reflected that we are only
partially through our operational turnaround.  Our Q4 gross margin
percentage, factoring out the unrealized foreign exchange loss on
derivative instruments was 8.6%, which although improved over Q3
gross margins of 6.5% remains lower than our target gross margins
of 10%-11%.  In 2013 our efforts will be focused on improving our
gross margins through the lean transformation of our manufacturing
plants, especially our Mexican plant, and we anticipate
improvement in this area through the year.  The closing of our
Markham manufacturing operation, scheduled for Q2 2013, will also
help improve margins.  We also had a strong quarter on working
capital performance as evidenced by our lower debt levels.  We
will continue to focus on optimizing working capital levels
throughout the year in combination with our gross margin
improvement initiatives" stated Co-Chief Executive Officer, Alex
Walker.  "Lastly, we were able to increase our deferred tax asset
in Q4 demonstrating continued confidence in our future earnings
potential.  This should serve as a reminder to investors that
there is real value to our net operating loss carry-forwards."

Co-Chief Executive Officer Claude Germain stated, "From a
commercial perspective, 2012 was a successful year.  Revenues,
adjusted EBITDA and adjusted EPS all grew substantially over 2011.
In 2012 we managed to position both the West Coast and China
markets for growth, and were one of the fastest growing EMS
companies in the industry as recognized by Frost and Sullivan. The
major theme for 2013 is moderate top line growth coupled with
improved gross margins and cash flow generation.  Note, our 2013
revenue guidance reflects the discontinuation of our Markham
manufacturing operations.  Taking this into account, we are
guiding for mid to high single digit growth in revenues. "

The disclosure was made in SMTC's earnings release for the fourth
quarter ended Dec. 30, 2012, a copy of which is available for free
at http://is.gd/lFtNEP

SMTC Corporation is a global electronics manufacturing services
provider.


SPEEDWAY MOTORSPORTS: Moody's Affirms Ba1 CFR After Term Changes
----------------------------------------------------------------
Moody's Investors Service said Sonic Automotive, Inc.'s
announcement that it eliminated the pledge of five million shares
of Speedway Motorsports, Inc. common stock from the collateral
package for Sonic's credit facility is credit positive for SMI,
but does not affect SMI's Ba1 Corporate Family Rating or stable
rating outlook.

SMI'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 SMI's core industry and
believes SMI'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

SMI, headquartered in Concord, NC, is the second largest promoter,
marketer and sponsor of motor sports activities in the U.S.
primarily through its ownership of eight major race tracks. NASCAR
sanctioned events account for the majority of SMI's approximate
$490 million revenue for the fiscal year ended December 2012.


SUNTECH POWER: Gets Default & Acceleration Notice on 3% Notes
-------------------------------------------------------------
Suntech Power Holdings Co., Ltd. on March 18 disclosed that it has
received from the trustee of its 3% Convertible Notes a notice of
default and acceleration relating to Suntech's non-payment of the
principal amount of US$541 million that was due to holders of the
Notes on March 15, 2013.  Such event of default has also triggered
cross-defaults under Suntech's other outstanding debt, including
its loans from International Finance Corporation and Chinese
domestic lenders.

As previously announced, Suntech has entered into a forbearance
agreement with holders of over 60% of the Notes, one of the terms
of which is that the forbearing Note holders will cooperate with
Suntech in addressing certain legal proceedings that may be
initiated against it.  Suntech understands that those Note holders
have also requested the trustee under the Notes not to take any
further action as consensual restructuring discussions continue.
Suntech is thus far unaware of any legal proceedings initiated by
any Note holders against the Company.  Suntech intends to continue
to engage with holders of the Notes and other lenders with a view
to achieving a consensual restructuring.

Suntech is also continuing its efforts to restructure and increase
the cost-efficiency of its operations, maintain business
relationships with its existing customers and suppliers, and seek
additional sources of capital to meet its ongoing operational
requirements and debt repayment obligations.  In addition, Suntech
is in discussions with certain of its suppliers and lenders
relating to various other claims for non-payment or non-
performance, which the Company hopes to resolve in a timely
manner.

David King, Suntech's CEO, stated, "It is currently a very
difficult time for our company and our industry, but the
management and board of Suntech are committed to finding a way
forward that will take into account the rights and interests of
all of its constituents, including shareholders, noteholders,
lenders, customers, suppliers and employees.  We are currently
exploring strategic alternatives with lenders and potential
investors, which could help to set us on a path towards longer
term success.  We appreciate the support and understanding of our
various stakeholders as we undertake efforts to implement these
measures."

                          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.


SUPERCOM LTD: Reports $4.8 Million Net Income in 2012
-----------------------------------------------------
SuperCom Ltd (formerly Vuance) reported net income of US$4.81
million on US$8.94 million of revenue for the year ended Dec. 31,
2012, as compared with net income of US$1.02 million on US$7.92
million of revenue during the prior year.

SuperCom Ltd.'s balance sheet at Dec. 31, 2012, showed US$3.74
million in total assets, US$3.03 million in total liabilities and
US$711,000 in total shareholders' equity.

"We are very pleased with our performance in 2012, which was a
fantastic turnaround year for us, our growth in revenue, our
strong and steady profitability approaching 23% Operating Margin
with operating income of $2.0 million, was a key milestone for
SuperCom," commented Arie Trabelsi, CEO of SuperCom.  "We are
optimistic with our ability to continually build on this progress
within four of the most dynamic industries in the world, as we
focus on delivering value for our customers, employees and
shareholders."

"In comparison to last year, we successfully expanded our gross
profit margin and significantly reduced our operating expenses by
implementing our restructuring plan," Mr. Trabelsi added.  "These
efforts positions us well to complete our process to increase our
financial strength, putting us on the right path to achieve our
business goals in becoming a key global player in the rapidly
growing national e-ID, Electronic Monitoring for law enforcement,
homecare, and healthcare arena."

"I am proud to launch the new Supercom, our new streamlined and
focused structure allows us to better target lucrative and growing
vertical markets," Mr. Trabelsi added.  "We have also brought on
board many new and highly experienced executives and market
experts to support our broadening activity.  Supercom today is in
the strongest position it has ever been, and we look forward to
continuing to unleash our potential in 2013."

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

                        http://is.gd/EwGCVh

                          About SuperCom

Since 1988, SuperCom has been a leading global provider of
traditional & digital identity solutions, providing advanced
safety, identification and security products and solutions, to
Governments, private and public organizations throughout the
world.  SuperCom has been inspiring governments and national
agencies, to design and issue secured Multi-ID documents and
robust digital identity solutions to its citizen and visitors,
using SuperCom e-Government platforms and innovative solutions for
traditional and biometrics enrollment, personalization, issuance
and border control services.  SuperCom features a unique all-in-
one field-proven RFID & mobile technology and products,
accompanied with advanced complementary services for the
healthcare and homecare, security and safety, community public
safety, law enforcement, electronic monitoring, livestock
monitoring, building and access automation and more.

In the auditors report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Fahn Kanne & Co.
Grant Thornton Israel expressed substantial doubt about Vuance
Ltd's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial recurring
losses and negative cash flows from operations and, as of Dec. 31,
2011, the Company had a working capital deficit and total
shareholders' deficit.


SUPERMEDIA INC: S&P Cuts CCR to 'D' on Plan to File for Chapter 11
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S. directory publisher and marketing service company
SuperMedia Inc. to 'D' from 'CCC'.  All issue-level ratings remain
at 'D' as a result of ongoing subpar repurchases that are
tantamount to a default under S&P's criteria.

The rating actions follow the company's announcement that it plans
to restructure through a prepackaged Chapter 11 plan of
reorganization.  The existing senior credit agreements for both
companies require 100% approval from the senior lenders to
consummate the merger.  The company was unable to get the required
lender approval voluntarily and as a result has filed a Chapter 11
plan of reorganization.  Subject to court approval and possible
delays, S&P still expects the companies to complete the merger in
the first half of 2013.  S&P expects to evaluate the business risk
and financial risk of the combined company in reassessing the
post-emergence corporate credit rating.


SURGERY CENTER: New US$335MM Debt Facility Gets Moody's B1 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Surgery Center
Holdings, Inc.'s proposed $335 million senior secured credit
facilities, consisting of a $30 million revolver expiring in 2018
and a $305 million first lien term loan due 2019. In addition,
Moody's assigned a Caa2 rating to the proposed $130 million senior
secured second lien term loan due 2020. Surgery Partner's B3
Corporate Family Rating and B3-PD Probability of Default Rating
are affirmed. The outlook is stable.

Proceeds from the new credit facilities will be used to refinance
existing debt, pay a $135 million special dividend to shareholders
and cover transaction fees and expenses associated with the
refinancing.

Ratings Assigned:

$30 million senior secured revolving credit facility expiring 2018
at B1 (LGD 3, 33%)

$305 million senior secured first lien term loan due 2019 at B1
(LGD 3, 33%)

$130 million senior secured second lien term loan due 2020 at Caa2
(LGD 5, 84%)

Ratings Affirmed:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

Ratings to be withdrawn at closing:

$20 million senior secured revolver, B2 (LGD 3, 37%)

$237.5 million senior secured loan, B2 (LGD 3, 37%)

Ratings Rationale:

The B3 Corporate Family Rating reflects Surgery Partners' high
leverage, its relatively small scale with revenues under $275
million and an aggressive financial policy, which is characterized
by the disbursement of about $135 million in debt-financed
dividends. It should be noted that there will be marginal equity
left in the business, following the completion of the dividend.
Furthermore, the ratings are constrained by an economic
environment that has limited growth, particularly the high
unemployment rate and increasing healthcare expense burden on
patients, which has led to fewer procedures than expected. In
addition, the potential for rate compression from government
sponsored programs (mostly Medicare) and commercial payors over
the longer-term is a concern.

However, the ratings also incorporate the positive long-term
growth prospects of the sector, as many patients and payors prefer
the outpatient environment (primarily due to lower cost and better
outcomes) for certain specialty procedures.

The stable rating outlook reflects Moody's expectation that
Surgery Partners' will continue to benefit from a turnaround in
surgical volumes experienced in the second half of 2012, while
maintaining positive free cash flow. The outlook also incorporates
Moody's expectation that the company will maintain an adequate
liquidity profile.

Moody's could downgrade the rating should the company take on
additional debt to fund either acquisitions or further dividends
to shareholders. Furthermore, a negative rating action would be
likely if the economic or reimbursement environment resulted in
lower revenues and EBITDA, such that leverage and free cash flow
materially deteriorated. Specifically, the rating would likely be
lowered if leverage were sustained above 7 times or free cash flow
turned negative. A negative rating action could also be prompted
by any deterioration in liquidity.

An upgrade is unlikely over the near-term given the challenges
Surgery Partners' faces in regard to growth and de-leveraging.
However, Moody's would consider a higher rating should leverage
decline to about 5 times debt-to-EBITDA, alongside good free cash
flow and liquidity.

The principal methodology used in rating Surgery Partners' was the
Global Healthcare Service Providers Industry Methodology published
in December 2011. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Surgery Partners, headquartered in Tampa, FL, owns and operates 48
ambulatory surgical centers in partnership with its physician
partners, across 18 states. The Company has diversified core
competencies in pain management, orthopedics, gastrointestinal,
ophthalmology, ear, nose and throat, general surgery and urology.
Surgery Partners also provides ancillary services including
anesthesia and physician practice services.


SURGERY CENTER: S&P Affirms 'B' CCR & Rates New $335MM Debt 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Tampa-based Surgery Center Holdings Inc.

At the same time, S&P assigned the company's proposed $335 million
first-lien credit facilities (consisting of a $305 million term
loan due 2019 and a $30 million revolver due 2018) a 'B' issue-
level rating, with a recovery rating of '3', indicating S&P's
expectation for meaningful (50%-70%) recovery in the event
of a payment default.

In addition, S&P assigned the company's $130 million second-lien
term loan due 2020 a 'CCC+' issue-level rating, with a recovery
rating of '6', indicating its expectation for negligible (0%-10%)
recovery in the event of a payment default.

The ratings on Tampa-based Surgery Center Holdings Inc. reflect
Standard & Poor's Ratings Services' view of the company's business
risk profile as "weak," primarily reflecting its reimbursement
risk as the owner and operator of outpatient surgery centers.  The
ratings also reflect the company's highly leveraged financial risk
profile, highlighted by debt leverage that S&P projects will be
above 6x through 2014.  The company operates its outpatient
surgery centers under the trade name Surgery Partners. H.I.G
Capital bought Surgery Partners in December 2009 in a leveraged
transaction, and in 2011, the company acquired NovaMed, adding 37
centers specializing in ophthalmology to its 12 multispecialty
centers.

S&P's base case assumes surgical volume increases modestly over
the next year, following employment trends and tracking to 2012
growth of 7.5%.  S&P expects negligible changes in net revenue per
case, with the Medicare reimbursement increase in 2013 of 0.6%
offset by sequestration, along with approximately 2% growth in
commercial payor rates.  The recently developed toxicology lab
services will add some benefit, driving an organic revenue growth
expectation in the mid-single digits over the next two years,
somewhat slower than the 2012 growth in the high-single digits.

EBITDA margins are in the mid-20% range and S&P expects them to
remain stable.  S&P believes the company will maintain a "highly
leveraged" financial risk profile in the medium term with expected
adjusted debt leverage above 6x through 2014 with funds from
operations (FFO) to debt remaining below 12%.  Moreover, S&P
expects the company to operate with an aggressive financial
policy, focused on growth rather than debt repayment.

Reimbursement is a key credit risk and supports S&P's weak
business profile.  Currently, standalone outpatient surgery
centers are reimbursed at around 55% of hospital-based surgery
centers.  This differential provides some downside protection
because hospital-based centers get paid significantly more for the
same procedure.  Still, uncertain third-party reimbursement
remains a risk, highlighted by a commercial payor contract that
went from out-of-network to in-network--the company was unable to
capture higher volume from being an in network provider and the
lower rates pressured revenue in 2011 and early 2012.  Management
estimates that about 5% of its revenue is from out-of-network
cases.  Lower-paying government payors account for about 30% of
revenue.  This is similar to its peers, with the exception of
United Surgical Partners (18% of U.S. revenue).  In the near term,
S&P expects government reimbursement and commercial reimbursement
to be flat to modestly positive for ambulatory surgery center
operators.


TANDY BRANDS: Unveils Restructuring Plan; In Covenant Default
-------------------------------------------------------------
Tandy Brands Accessories, Inc. on March 18 announced a broad
restructuring plan that is expected to reduce operating expenses
by $6.0 to $7.0 million on an annualized basis, beginning in
fiscal year 2014, and the Company provided an update on
negotiations with its senior lender to address covenant violation.

"We learned some tough lessons this past holiday selling season,
and [Mon]day we are announcing actions to accelerate our
turnaround in order to deliver sustainable profitability and
enhance our competitive position going forward," said Rod
McGeachy, President and Chief Executive Officer.  "We plan to run
a smaller, leaner, more profitable business with a lower risk
profile. We intend to accomplish this by reducing complexity,
including how we serve customers, manage the supply chain, and use
our facilities," continued Mr. McGeachy.

                        Restructuring Plan

The Company announced the elements of the restructuring plan,
which are expected to improve customer service, increase profits,
improve working capital efficiency, and reduce overhead.  The key
elements of the plan include:

-- Eliminating low-volume products

-- Emphasizing licensed products and high volume private label
products

-- Reducing the amount of risk associated with the Gifts business

-- Reducing corporate employee headcount by approximately 32%

-- Closing or downsizing four of eight leased facilities

-- Outsourcing and relocating Gifts distribution from Dallas to
California

-- Exiting development efforts and accelerating recognition of
future expenses associated with non-core brands

"We will aggressively pursue this phase of our turnaround
strategy," said Rod McGeachy.  "Through these restructuring
measures, we will sharpen our focus on our most profitable core
products, brands and categories, simplify our SKU offerings and
significantly reduce SG&A expenses associated with exiting non-
core product lines.  We think paring down our customer base and
reducing the risk associated with the Gifts business will reduce
our overall risk profile in fiscal 2014."

The Company expects net revenues to decline in fiscal 2014 while
reducing operating expenses by a significantly greater percentage.
The Company estimates pre-tax charges related to the restructuring
will be in the range of $10.6 to $13.8 million.

"Tandy Brands has a stable core business and we expect our
improved cost structure and strategic operational focus to drive
positive overall performance and enhance our competitive position
going forward," continued Mr. McGeachy.

Updates on negotiations with senior lender to address covenant
violation

Tandy Brands confirmed it is in breach of the fixed-charge
coverage covenant and is in negotiations with its senior lender to
address this violation.

"[Mon]day, although we are in violation of the fixed-charge
coverage covenant, we remain in compliance with the liquidity
covenants with our senior lender and we expect to obtain a waiver
for this covenant violation in the next few weeks," said
Mr. McGeachy.

The Company expects to generate $4.0 million to $6.0 million of
additional liquidity from inventory liquidation over the next four
to six months in connection with the restructuring plan.

"We plan to generate immediate liquidity by selling inventories of
exited product categories at prices discounted deeply below
historical averages to accelerate demand," said Mr. McGeachy.
"Additionally, we are working with additional capital sources to
improve the amount of liquidity provided by our assets."

"While we cannot provide any assurances that the negotiation with
our senior lender or our capital raising efforts will be
successful, we are several weeks into due diligence with potential
capital sources," said Mr. McGeachy.  "The markets seem supportive
of our restructuring plan and receptive to providing us with
sufficiently flexible funding to achieve our profitability goals.
In fact, we have begun receiving term sheets from interested
parties."

                       About Tandy Brands

Tandy Brands is a designer and marketer of branded men's, women's
and children's accessories, including belts, gifts, small leather
goods and bags. Merchandise is marketed under various national as
well as private brand names through all major retail distribution
channels.


TELECOMMUNICATIONS MANAGEMENT: Moody's Rates New Debt Facility B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and B3-PD probability of default rating to Telecommunications
Management, LLC (operating as NewWave). Moody's also assigned a B2
rating to its proposed first lien credit facility and a Caa2
rating to its proposed second lien facility. The rating outlook is
stable.

The transaction consists of a $15 million first lien revolver
(expected to be undrawn at close), a $140 million first lien term
loan and a $66 million second lien term loan. Proceeds, together
with cash equity from affiliates of GTCR LLC (GTCR) will fund the
acquisition of NewWave from its existing owner, Pamlico Capital.
GTCR partnered with the management team of Rural Broadband
Investment, LLC (RBI) to run NewWave and expects over time to
acquire incremental cable systems to consolidate with NewWave.

Telecommunications Management, LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

$15M First Lien Revolving Credit Facility, Assigned B2, LGD3,
34%

$140.25M First Lien Term Loan, Assigned B2, LGD3, 34%

$66M Second Lien Term Loan, Assigned Caa2, LGD5, 86%

Outlook, Stable

Ratings Rationale:

Pro forma for the transaction, Moody's estimates leverage in the
mid to high 6 times debt-to-EBITDA range, high for a small company
in a competitive, capital intensive industry, and future
acquisitions (albeit likely small and at least partially equity
funded) could delay any meaningful improvement in leverage. This
financial risk, combined with some execution risk related to the
likelihood of incremental acquisitions and the new management
team, drives NewWave's B3 CFR. Management's experience in
telecommunications and cable together with the upgraded network
somewhat mitigates the execution risk. Also, the expected EBITDA
growth and decline in capital expenditures after several years of
heavy investment should facilitate positive free cash flow.
Subscriber penetration lags well behind rated incumbent cable
peers and, on a blended basis for video, high speed data and
phone, is in line with rated overbuilders. Given the low
penetration as well as the lack of scale, a particular concern
given rising programming costs, Moody's expects EBITDA and revenue
per homes passed will remain behind peers. Moody's sees
significant upside opportunity for the high speed data residential
product and the commercial segment based on the lack of quality
broadband in NewWave's territory, but the direct broadcast
satellite operators continue to pose formidable competition for
the mature video product.

GTCR has committed to funding executive and advisory expenses for
the first two years, and during the remaining three years of the
sponsor support agreement, the operating company can only
distribute money for these expenses after sustaining leverage
below specified thresholds. This contractual financial backing
will support cash flow for the first two years and provide
continued downside protection for the remaining three years of the
agreement, a credit strength. However, Moody's also believes GTCR
will seek value appreciation through growth, including
acquisitions which could either increase leverage or delay
improvement in credit metrics.

The stable outlook incorporates expectations for EBITDA growth,
modestly positive free cash flow and for leverage to fall below 6
times debt-to-EBITDA.

Moody's would consider an upgrade with a track record of success
in operating the existing assets and any future acquisitions,
along with expectations for leverage sustained in the mid 5 times
debt-to-EBITDA range and continued positive free cash flow.

An increase in leverage, inability to generate positive free cash
flow, evidence of weakening subscriber trends or a deterioration
of the liquidity profile could warrant a negative outlook or
downgrade.

The principal methodology used in this rating was the Global Cable
Television Industry Methodology published in July 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.

Telecommunications Management, LLC (operating under the brand name
NewWave) provides video, high speed data, and voice to about
90,000 residential and commercial customers in southeast Missouri,
Arkansas, southern and western Indiana, and southern and eastern
Illinois.


TORM A/S: Annual General Meeting Scheduled for April 11
-------------------------------------------------------
Flemming Ipsen of Chairman of the Board of Directors of TORM A/S
disclosed that shareholders in the Company are invited to the
Annual General Meeting (AGM) on Thursday, April 11, 2013 at 10:00
am CET at Radisson Blu Falconer Hotel, Falkoner Alle 9, DK-2000
Frederiksberg.

Agenda and complete proposals

The agenda and complete proposals from the Board of Directors are
enclosed.

The Board of Directors would like to highlight proposal 7.b.
regarding an authorization to terminate the Company's American
Depositary Receipt program and in this connection allow the
Company to acquire own shares as well as delist the Company's
American Depository Shares from Nasdaq Capital Market, USA, and
deregister the Company's securities under the U.S. Securities
Exchange Act of 1934, as amended.  The Board of Directors finds
that it would be in the interest of the Company due to the limited
size of the ADR program and the costs involved with a listing on
Nasdaq and the reporting and filing obligations under the U.S.
Exchange Act.  The ADR program represents approximately 0.5% of
the Company's total share capital, following the capital increase
carried out in connection with the Company's restructuring in
November 2012.

Introduction of electronic communication

The Board of Directors has decided to exercise the authorization
to introduce electronic communication with effect from April 12,
2013.

The Board of Directors hopes that you as a shareholder will
support TORM by participating in the AGM or by submitting your
vote either by proxy or postal vote.

NOTICE CONVENING THE ANNUAL GENERAL MEETING

Notice is hereby given in accordance with Article 5 of the
Articles of Association of TORM A/S (CVR no. 22460218) that the
Annual General Meeting (AGM) will be held on Thursday, April 11,
2013 at 10:00 am (CET)at Radisson Blu Falconer Hotel, Falkoner
Alle 9, DK-2000 Frederiksberg with the following

AGENDA

1. The Board of Director's report on the activities of the Company
in the past year

2. Adoption of the Annual Report for 2012

3. The Board of Director's proposal for provision for losses in
accordance with the adopted Annual Report

4. Resolution to discharge the members of the Board of Directors
and the Executive Management from liability

5. Election of members to the Board of Directors

6. Appointment of auditor

7. Proposals from the Board of Directors

a. Approval of the level of remuneration of the Board of Directors
for the year 2013

b. Authorization of the Board of Directors to terminate the
Company's American

Depositary Receipt program and in this connection allow the
Company to acquire own shares as well as delist the Company's
American Depository Shares from Nasdaq Capital Market, USA and
deregister the Company's securities under the

U.S. Securities Exchange Act of 1934, as amended

8. Any other business

Adoption requirements

The AGM is only legally competent to transact business when at
least one-third of the share capital is represented (quorum), see
also Article 10.1 of the Articles of Association.

Adoption of the proposals under items 2, 3, 4, 6, 7.a and 7.b is
subject to a simple majority of votes, see also Article 10.2 of
the Articles of Association.  No board members are up for re-
election pursuant to Article 12.2 of the Articles of Association,
and no further board members are proposed by the Board of
Directors to be elected by the AGM under item 5.

Form of notice and availability of information

Notice convening the AGM will be sent to all shareholders
registered in the Company's register of shareholders and/or ADR
holders who have registered their holdings with the Company and
who have so requested.  Notice will also be announced through the
Danish Business Authority's IT system and on the Company's
Web site, http://www.torm.com

This notice including the agenda, the complete proposals,
information on the total number of shares and voting rights on the
date of the notice and the forms to be used for proxy voting and
postal voting and documents to be presented at AGM including the
Company's Annual Report for 2012, will be available at the offices
of the Company and on the Company's Web site, http://www.torm.com
in the period from Wednesday, March 20, 2013 at the latest and
until and including the date of the AGM.

                     Restructuring Agreement

Since 2010, TORM has worked on improving the Company's capital
structure and liquidity situation by seeking to tap into different
corporate bond markets and through other measures.  Mainly due to
the Company's strategic position as a spot-oriented company, low
freight rates and the generally challenging conditions in the
capital markets, TORM was unable to obtain this type of financing.
With the continuously low freight rates and cyclically low vessel
values since fall 2011, TORM's Board of Directors did not find it
prudent to inject new equity in the Company at the time without
substantial amendments to the existing credit facilities.  In
October 2011, TORM therefore presented a proposal to the banks
that combined an equity injection of US$100 million with
subscription rights for existing shareholders and a bank
moratorium.  The proposal was not accepted by the banks, but the
Company achieved a standstill agreement with the banks, which was
extended several times during 2012 to ensure that a long-term,
comprehensive financing solution was found and implemented.

Throughout the whole process, TORM's Board of Directors and
Executive Management have worked on avoiding bankruptcy or other
in-court solutions in Denmark or abroad in order to best preserve
value and put all stakeholders in the best possible position.
However, the process also involved detailed negotiations and
preparations for a suspension of payments, including under the US
"Chapter 11" rules.  In the spring of 2012, TORM also succeeded in
obtaining conditional offers from reputable, international
shipping investors as well as institutional investors, who were
prepared to make new investments in the Company provided that
substantially amended bank terms were agreed.  However, the banks
chose not to enter into substantive negotiations with any of these
investors as they did not find the investor proposals sufficiently
attractive.

Since the fourth quarter of 2011 the Company's liquidity situation
has been very tight, and the total bank debt could be called at
any time at the banks' discretion due to non-compliance with
certain financial covenants.  Through negotiations with the bank
group during 2012 it became clear that the only achievable
solution with the bank group would not provide immediate debt
relief in the balance sheet nor any new liquid equity
contribution.  A solution could be found where TORM gained time
for a potential general market improvement in order to best
preserve shareholder value.  Therefore, TORM signed a conditional
agreement in principle with the banks and the major time charter
partners regarding a long-term financing solution as stated in
announcement no. 14 dated April 4, 2012 and elaborated in
announcement no. 20 dated April 23, 2012 and at the Annual General
Meeting.

Completion of the restructuring agreement

The conditional agreement in principle formed the basis of the
restructuring agreement, which is very comprehensive and contains
a number of supplementary agreements with individual parties,
including amendments to TORM's existing financing agreements.
During the period from April to November 2012, the final
contractual framework was detailed, documented and completed by
the banks, the group of time charter partners and the Company.
This prolonged process, including the period leading up to this,
was very costly to the Company, but it was preferable to the
alternative.  I will now explain the details of the restructuring.

Content of the restructuring agreement - Banks

New facility

As part of the restructuring, TORM has secured new working capital
of US$100 million until September 30, 2014 with first lien in the
majority of the Company's vessels.

Amended terms and conditions

Through the implementation of the restructuring, the Company's
group of banks has aligned key terms and conditions and financial
covenants across all existing debt facilities, and all maturities
on existing credit facilities have been adjusted to December 31,
2016.

The bank debt remained unchanged at US$1,794 million as of
September 30, 2012.  The book value of the fleet excluding vessels
under finance leases as of September 30, 2012 was US$2,167
million.  TORM's quarterly impairment test as of June 30, 2012
supported the carrying amount of the fleet based on the same test
and principles as used by the Company since the Annual Report for
2009.  Based on broker valuations, TORM's fleet excluding vessels
under finance leases had a market value of US$1,316 million as of
September 30, 2012, which was US$851 million lower than the
carrying amount.  The recognized equity amounted to US$358 million
as of September 30, 2012.

Going forward, interest on the existing debt will only be paid if
the Company has sufficient liquidity, and otherwise the remainder
will be accumulated until at least June 30, 2014 with potential
extension until September 30, 2014.  On average the interest
margin will increase to approximately 240 basis points on the bank
debt. The Company will pay interest on the new working capital
facility until September 30, 2014.

The new financing agreements provide for a deferral of
installments on the bank debt until September 30, 2014, in which
period rescheduled principal amortizations will only be payable if
the Company has sufficient liquidity.  Provided that the Company
generates sufficient positive cash flows, certain cash sweep
mechanisms will apply.  Annualized minimum amortizations of
US$100 million will commence with effect from September 30, 2014
until December 31, 2016.  If vessels are sold, the related secured
debt will fall due.

Changed legal group structure

As part of the restructuring agreement, TORM has implemented
substantial changes to the Company's internal legal group
structure, including transfers of vessels to separate legal
entities in Denmark and Singapore based on the individual loan
facilities.  All legal entities are ultimately owned by TORM A/S.

New financial covenants

New financial covenants will apply uniformly across the bank debt
facilities and will include:

-- Minimum liquidity: Cash plus the available part of the new
US$100 million working capital facility must exceed US$50 million
to be tested from December 31, 2012.  This will later be adjusted
to a cash requirement of US$30 million by September 30, 2014 and
US440 million by March 31, 2015.

-- Loan-to-value ratio: A senior loan tranche of US$1,020 million
has been introduced out of the total bank debt of US$1,793 million
as of June 30, 2012.  The senior tranche must have an initial
agreed ratio of loan to TORM's fleet value based on broker
valuations (excl. vessels under finance leases) at 85% to be
confirmed from June 30, 2013.  This will gradually be stepped down
to 65% by June 30, 2016.  The remaining bank debt of US$773
million has been divided into two additional debt tranches, both
with collateral in the Company's fleet.

-- Consolidated total debt to EBITDA: Initial agreed ratio of a
maximum of 30:1 to be tested from June 30, 2013, gradually stepped
down to a 6:1 ratio by June 30, 2016.

-- Interest cover ratio: Agreed EBITDA to interest ratio of
initially a minimum of 1.4x by June 30, 2014, gradually stepped up
to 2.5x by December 31, 2015.

Additional material covenants

The terms of the credit facilities will include a catalogue of
additional covenants, including amongst others:

-- A change-of-control provision with a threshold of 25% of shares
or voting rights.

-- No issuance of new shares or dividend distribution without
consent from the banks.

                            About TORM

With headquarters in Copenhagen, Denmark, TORM (NASDAQ: QMX) is
one of the world's leading carriers of refined oil products as
well as a significant player in the dry bulk market. The Company
runs a fleet of approximately 110 modern vessels in cooperation
with other respected shipping companies sharing TORM's commitment
to safety, environmental responsibility and customer service.


USA COMMERCIAL: Pond Avenue Partners May Be Dragged in Knight Suit
------------------------------------------------------------------
Nevada District Judge Robert Jones granted the motion of
Intervenors DACA-Castaic, LLC and Debt Acquisition Co. of America
V, LLC ("DACA V") for Leave to File Supplemental Counterclaim and
Fourth Party Complaint in the case captioned THE RICHARD AND
SHEILA J. McKNIGHT 2000 FAMILY TRUST et al., Plaintiffs, v.
WILLIAM J. BARKETT et al., Defendants, Case No. 2:10-cv-01617-RCJ-
GWF (D. Nev.).

Specifically, DACA is given 14 days from the entry of the District
Court's March 11, 2013 ruling to file an amended answer to the
Third-Party, a Third-Party counterclaim, and a Supplemental
Fourth-Party Complaint -- against Pond Avenue Partners, LLC,
Merjan Financial Corp., and Palisades Capital (NV), LLC -- to
consolidate its answer, its existing claims, and its supplemental
claims into a single pleading.  DACA, however, does not have leave
to amend the substance of its answer.

Plaintiff Richard McKnight, as trustee for The Richard & Sheila J.
McKnight 2000 Family Trust, provided $100,000 out of the total of
$4.5 million that various direct lenders loaned to Castaic III
Partners LLC through USA Commercial Mortgage Co.  The McKnight
Trust alleged that it has received interest payments on the loan
since August 2006.

Under its complaint, the Knight Trust sued Castaic III and William
J. Barkett in Nevada District Court on two claims: (1) Breach of
Guaranty (Barkett only); and (2) Declaratory Judgment.

A copy of Judge Jones' March 11, 2013 order is available at
http://is.gd/D97G3Ofrom Leagle.com.

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provided more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.  USACM Liquidating Trust was created pursuant to the
Debtors' Third Amended Joint Chapter 11 Plan of Reorganization,
which became effective March 12, 2007.  Under the Joint Plan, the
Trust obtained the right to enforce USACM's causes of action.


VERMILLION INC: Glass Lewis Recommends WHITE Proxy Card Vote
------------------------------------------------------------
Robert S. Goggin, Gregory V. Novak, and George Bessenyei,
stockholders of Vermillion, Inc. acting together as the "Concerned
Vermillion Stockholders" or the "Group", on March 18 disclosed
that Glass Lewis, a leading independent proxy voting advisory
firm, has recommended that Vermillion stockholders vote on
Concerned Vermillion Stockholder's WHITE proxy card to elect
highly qualified nominee, Robert S. Goggin.  Glass Lewis
recommended that Vermillion shareholders "DO NOT VOTE" on the
Company's blue proxy card.

The recommendation makes Glass Lewis the second independent proxy
advisory firm to advise shareholders to vote on the Concerned
Vermillion Stockholders' WHITE proxy card.

In reaching its conclusion, Glass Lewis performed a detailed
analysis of both sides' positions in the election contest and, in
particular, carefully considered, among other things, the
Company's total stockholder return, financial performance and
corporate governance.

Glass Lewis concluded that shareholders should vote for Mr. Goggin
on the WHITE proxy card.

Excerpts from Glass Lewis Analysis & Recommendation

Financial Performance

"[The] significant reduction in the Company's trailing sales
multiple since 2010 suggests to us that investors have either lost
confidence in the potential value of the Company's OVA1 product
and development pipeline, in management's ability to realize the
potential value of those assets, or, more likely, a combination of
the two."

"The Company has also demonstrated an inability to make reasonable
sales projections, which further serves to erode investor
confidence in management and the board, in our view.  Notably, the
Company projected fiscal year 2011 revenue from OVA1 sales of
approximately $34.05 million and fiscal year 2010 revenue from
OVA1 sales of approximately $9.70 million, compared with actual
fiscal year 2011 product sales of approximately $1.47 million and
actual fiscal year 2010 product sales of approximately $0.31
million.  Here, while we believe a fairly wide margin of error
should be expected in forecasting emerging product sales, we
nevertheless agree with the Dissident that management and the
board should be held accountable for actual sales that represent
just 4.3% and 3.2% of forecast sales in fiscal years 2011 and
2010, respectively."

Corporate Governance

"We believe the Dissident raises a number of valid concerns
regarding corporate governance at the Company.  In particular, we
believe shareholders should be concerned by the board's failure to
call an annual meeting in 2012 despite having a window of
opportunity following a court ruling on November 16, 2012 that
allowed the Company to proceed with calling an annual meeting.
Instead, the board received a notice of delisting from the Nasdaq
and legal action from the Dissident before finally announcing a
meeting in January 2013."

From Glass Lewis' Conclusion:

"Given the Company's poor financial and operational performance
under the current board, we believe shareholders could benefit
from new, outside perspective.  While we believe removing the
Company's CEO was a positive step by the board, it appears to be a
reactionary measure taken only after investors voiced concerns to
the board.  We further question the board's decision to approve a
lucrative consulting agreement with the departed CEO in particular
given Mr. Huebner's assignment as interim CEO."

"Given a number of corporate governance concerns and actions by
the existing board that appear contrary to the interests of
shareholders, we believe additional independent oversight is
warranted and that the Dissident's request to fill a single vacant
seat on the board is reasonable.  If elected, the Dissident
Nominee would constitute a minority of the board (one out of six
directors or 16.7%) and would not be able to adopt any measures
without the support of other board members.

Thus, we expect Mr. Goggin will work proactively with the
incumbents if he is to effect long-term change."

If you have any questions, require assistance with submitting your
WHITE proxy card or need additional copies of the proxy materials,
please contact:

Okapi PartnersPatrick McHugh/ Geoffrey Sorbello (212) 297-0720 or
(877) 566-1922 (toll-free)

                        About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.


VILLAGIO PARTNERS: Sells Unimproved Tract for $2.3 Million
----------------------------------------------------------
Compass Care Holdings, Ltd., sought and obtained authorization
from the Hon. Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas to sell unimproved real property to
Fellowship of The Woodlands Church, Inc., for $2.3 million.

Fellowship will acquire 11.1033 acres of unimproved real property
at RES A BLK 1 Orleans Square Section S, and the approximately
0.37139 acres of unimproved real property at RES C BLK 1 Orleans
Square SEC 2.

Compass Care owns improved and unimproved real property located
at 18315, 18321 and 18323 W. Lake Houston Parkway, Humble, Texas
77346.  The current value of the Property is approximately
$15.2 million.  The Unimproved Tract is a portion of the Property,
and it is the non-income producing portion.

At closing Compass Care will pay $2.07 million of the Purchase
Price to Wells Fargo Bank, N.A., on its asserted secured claim as
to the Unimproved Tract.  Wells Fargo asserts a lien on the
Property, including the Unimproved Tract.  The amount owed to
Wells Fargo by Compass Care is approximately $13,600,733.16.  The
Property also secures debts owed to Wells Fargo by the other
Debtors.  The total outstanding amount owed to Wells Fargo by all
Debtors is approximately $51.6 million.  Wells Fargo has approved
the sale of the Unimproved Tract.

Teresa Lowery and Christopher Klein with Colliers Appelt Womack,
Inc. d/b/a Colliers International, as the broker to the Contract
for Compass Care, will be paid a commission equal to 6% of the
Purchase Price at closing, and 7.5% of the commission will be paid
to Damon P. Palermo of Palermo Real Estate Interests, LLC, the
Purchaser's broker.

Compass Care sought and obtained authorization from the U.S.
Bankruptcy Court to employ Colliers Appelt to act as its
real estate broker and assist in the marketing, negotiation and
sale of the Unimproved Tract.  At the Dec. 3, 2012 hearing, the
Court expressed concern over the conflict arising under the U.S.
Bankruptcy Code with  Colliers Appelt representing both the
Debtor-seller and the buyer.  The Court inquired how Colliers
Appelt could be "disinterested".  To resolve the Court's concern,
Compass Care, through a separate pleading, withdrew its employment
motion and subsequently filed an amended motion, stating that
Colliers Appelt will only represent the Debtor in the potential
sale of the Unimproved Tract.  Colliers Appelt is no longer
representing the buyer, on an intermediary basis or otherwise.
The buyer subsequently employed Mr. Palermo as its broker.

                   About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.  The Marcel Group -- http://www.themarcelgroup.com/
-- is an integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VIVARO CORP: Herrick, Feinstein Assists in Sale to Next Angel
-------------------------------------------------------------
Herrick, Feinstein LLP represented Vivaro Corporation in the sale
of the Company's operating assets to Next Angel, LLC, a joint
venture of 3 telecommunications companies -- Angel Telecom Corp.,
Next Communications Inc. and Marcatel Telecommunications LLC. The
purchase price was approximately $31 million.

Pressured by the risk of loss of carrier capacity, Vivaro and its
affiliates initiated bankruptcy proceedings in U.S. Bankruptcy
Court for the Southern District of NY on September 5th, 2012. The
sale followed an auction held in January at Herrick's headquarters
in New York City.

"We are delighted to have been able to help preserve Vivaro's
operating business, maximize the sale price and, at the same time,
preserve the jobs of over 125 employees," said Frederick E.
Schmidt, Jr., a Partner in Herrick, Feinstein's Bankruptcy Group
Practice.

The Herrick team, which continues to represent Vivaro in ongoing
bankruptcy and related matters, is led by Mr. Schmidt and Senior
Litigation Partner John R. Goldman and includes Associates Hanh
Huynh and Justin Singer. Counsel Joel Wagman and Associate Valerie
Gross of Herrick's Corporate Department assisted in the sale.  The
Herrick team worked closely with Vivaro's Chief Restructuring
Officer Philip Gund and B. Lee Fletcher of Marotta, Gund, Budd &
Dzera, LLC and Robert Smith and Louis Pillich of SSG Capital
Advisors, LLC as well as teams from BDO Capital Advisors, LLC and
Arent Fox LLP, professionals representing the official committee
of unsecured creditors.

                   About Herrick, Feinstein LLP

Founded in 1928, Herrick, Feinstein LLP is a prominent 170-lawyer
firm headquartered in New York City providing a full range of
legal services, including art law, real estate, bankruptcy and
business reorganization, employment law, government relations,
commercial litigation, corporate law, insurance, intellectual
property, sports law, and tax and personal planning.

                        About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.


WAVE SYSTEMS: Incurs $33.9 Million Net Loss in 2012
---------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$33.96 million on $28.84 million of total net revenues for the
year ended Dec. 31, 2012, as compared with a net loss of $10.79
million on $36.13 million of total net revenues during the prior
year.  The Company incurred a $4.12 million net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $18.63
million in total assets, $21.49 million in total liabilities and a
$2.86 million total stockholders' deficit.

"Wave will be required to sell shares of common stock, preferred
stock, obtain debt financing or engage in a combination of these
financing alternatives, to raise additional capital to continue to
fund its operations for the twelve months ending December 31,
2013.  If Wave is not successful in executing its business plan,
it will be required to sell additional shares of common stock,
preferred stock, obtain debt financing or engage in a combination
of these financing alternatives or it could be forced to reduce
expenses which may significantly impede its ability to meet its
sales, marketing and development objectives, cease operations or
merge with another company.  No assurance can be provided that any
of these initiatives will be successful.  Due to its current cash
position, capital needs over the next year and beyond, and the
uncertainty as to whether it will achieve its sales forecast for
its products and services, substantial doubt exists with respect
to Wave's ability to continue as a going concern."

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

                        http://is.gd/2Yi1AE

                        To Raise $ 1 Million

Wave Systems has entered into agreements with certain
institutional investors for a private placement of 1,204,820
shares of its Class A common stock at a price of $.83 per share,
yielding gross proceeds of  $1,000,000.  Additionally, investors
in the offering will receive five-year warrants to purchase an
aggregate of 602,410 shares of Wave's Class A common stock for
$.83 per share.  The net proceeds of the financing will be used to
fund Wave's ongoing operations.

The offering is expected to close on or about March 15, 2013,
subject to the satisfaction of customary closing conditions.

Dawson James Securities, Inc., acted as exclusive placement agent
in connection with the offering.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.


WEIGHT WATCHERS: Moody's Rates New Sr. Secured Term Loan 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Weight Watchers
International, Inc.'s (Weight Watchers) proposed senior secured
term loan due 2020 and senior secured revolving credit facility
due 2018. Proceeds from the new facility will repay existing term
loans and replace the revolver. The ratings outlook is stable.

Ratings Rationale:

The Ba1 senior secured rating reflects Moody's expectations for
continued steady decline in debt to EBITDA to below 4 times and
free cash flow (i.e., cash from operations less capital spending
less dividends) of at least $200 million during 2013. Financial
leverage is somewhat higher than Moody's had expected it would be
at the close of the March 2012 leveraged share repurchase. Despite
the disappointing operating performance in 2012, Weight Watchers
maintains a stable core of meeting and on-line members which
provides some visibility to revenue going forward.

The new financing is credit positive as it extends the maturity of
Weight Watchers' term loans to 2020 (from 2018). However, with the
lower required amortization, Weight Watchers could deleverage at a
slower rate than expected.

The stable rating outlook reflects expectations for total meeting
minutes and online membership to continue to decline in the near
term. However, growth should resume in 2013, driving steady
declines in debt to EBITDA and solid free cash flow.

Deterioration in operating performance that is worse than Moody's
expectations, evidence of erosion in the core membership base, or
expectations of a further slowing in the pace of deleveraging
could have a negative impact on the rating. A rating downgrade is
possible if Moody's expects debt to EBITDA or free cash flow to
debt to be sustained at over 4 times or less than 8%,
respectively. The ratings could be upgraded following (i) steady
membership and attendance growth over a one to two year period and
Moody's comes to expect continued growth over the medium term;
(ii) growth in profitability or lower debt such that debt to
EBITDA and free cash flow to debt are sustained at under 3 times
and over 15%, respectively; and (iii) evidence of setting and then
sustaining financial targets of leverage and liquidity consistent
with a higher rating.

The following ratings (assessments) were assigned:

  Proposed Senior Secured Revolving Credit Facility due 2018, Ba1
  (LGD3, 33%)

  Proposed Senior Secured Term Loan Facility due 2020, Ba1 (LGD3,
  33%)

Ratings on the existing debt will be withdrawn upon repayment.

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

Weight Watchers provides weight management services and a leading
global branded consumer company. Moody's expects revenue for 2013
to be just under $2.0 billion.


WEIGHT WATCHERS: S&P Cuts CCR to 'BB-' on Weaker Earnings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York-based Weight Watchers International Inc. (WWI)
to 'BB-' from 'BB.'  The outlook is stable.

At the same time, S&P assigned a 'BB' issue rating to the proposed
$250 million revolving credit facility due 2018 and $2.4 billion
term loan due 2020.  The recovery rating on the proposed revolver
and term loan is '2', which indicates S&P's expectation of
substantial recovery (70% to 90%) for first-lien creditors
in the event of a payment default.

S&P is also lowering the issue ratings on the company's existing
senior secured credit facilities to 'BB' from 'BB+', and leaving
the recovery ratings at '2'.  S&P will withdraw these ratings upon
completion of the refinancing.

The company will have just over $2.4 billion in reported debt
outstanding following the transaction.

"The downgrade reflects a downward revision in our forecast for
operating performance, and our belief that credit measures over
the next year will be weaker than previously forecasted," said
Standard & Poor's credit analyst Mark Salierno.  "We believe the
company's 2013 operating performance will continue to decline
somewhat as we expect consumer discretionary spending to remain
tepid following the nonrenewal of the payroll tax holiday in
January 2013, and based on our expectation for fuel prices to
remain high."

For the fiscal year ended Dec. 31, 2012, WWI's adjusted leverage
was about 4.6x, compared to Standard & Poor's prior expectation
for leverage to decline to the 4x area at the end of the year.
The proposed refinancing would not result in a material change in
debt levels.  Since S&P expects performance in 2013 will also be
weakened by enrollment getting off to a slow start this year, S&P
now expects leverage to remain in the mid- to high-4x range
through the end of the year, and to steadily approach the 4x area
over the next two to three years.

The outlook is stable.  Although S&P believes 2013 operating
performance will be hurt by a slow start in enrollment this year,
it expects the company to apply free cash flow to debt reduction,
thus resulting in credit ratios remaining close to current levels
over the 12 to 24 months, and remaining indicative of an
"aggressive" financial risk profile.


* Chambers Global Names Morrison & Foerster Law Firm of the Year
----------------------------------------------------------------
Chambers Global has named Morrison & Foerster its 2013 USA Law
Firm of the Year.  "The US-based global giant," the editors said
in announcing the honor, "has experienced one of the most
successful years in its long and illustrious history."

The award is based on the firm's recent high-profile deals and
cases across a wide range of practices around the world.  Drawing
from research for its 2013 global guide, published on March 14,
the editors of Chambers relied on feedback from clients and other
law firms to select the winner.

"We are deeply honored that this recognition reflects the opinions
of our clients and peers," Morrison & Foerster Chair Larren M.
Nashelsky said.  "Our clients entrust us with their most
challenging and complex matters, and we thank them for that.
Everyone at MoFo deserves credit for this, and our trademark
excellent work and unwavering devotion to clients.  We appreciate
that Chambers Global has honored MoFo by selecting us from among
the highest caliber law firms in the country."

The Chambers Global editors cited MoFo's "landmark victories and
engagements in the IP arena," which included the firm's work on
the global smartphone disputes that spawned the patent trial of
our time and a massive jury verdict for our client, "headlines in
the bankruptcy arena with its representation of ResCap and the
Chapter 11 trustee of MF Global," and "superb national and trans-
Pacific capabilities," highlighted by MoFo's representation of
SoftBank in its acquisition of Sprint, the biggest outbound
transaction from Asia ever.

The full report can be found on the Chambers site here:
http://www.chambersandpartners.com/awards/4

                    About Morrison & Foerster

Morrison & Foerster is a global firm with clients that include
some of the largest financial institutions, investment banks,
Fortune 100, technology and life science companies.



* Watermill Group Wins Award for Michigan Paper Mill Restructuring
------------------------------------------------------------------
The Watermill Group is the proud recipient of the Restructuring
Community Impact Award at the 7th Annual M&A Advisor Turnaround
Awards for the firm's acquisition of Manistique Papers.

"The award winners represent the best of the M&A industry in 2012
and earned these honors by standing out in a group of very
impressive finalists," said Roger Aguinaldo, CEO of The M&A
Advisor.  "From lower middle-market to multi-billion dollar deals,
we have recognized the leading transactions, firms and individuals
that represent the highest levels of performance."

In May of 2012, The Watermill Group acquired Manistique Papers,
the only paper mill in North America producing high-value uncoated
printing and writing paper exclusively from 100% recycled fiber.
The mill, which currently employs 140 people, is the largest
private employer in Michigan's Schoolcraft County and an economic
pillar for the region.

"We are honored to be recognized through this award for our work
with the Manistique mill," said Steven Karol, Founder and Managing
Partner of The Watermill Group.  "When we first discovered
Manistique Papers, not only did we see a promising opportunity to
revive an underperforming business, we also saw an exciting
opportunity to revive an institution that's the lifeblood of its
community and region."

The Watermill Group is applying its hallmark approach of combining
unique strategic insight and management expertise to set the
Manistique mill on a path of stability and growth.  Watermill
teamed its Manistique mill with another recycled mill in its
portfolio, FutureMark Paper Company, to establish the most
comprehensive line of coated and uncoated recycled printing papers
made in North America.  The two mills now operate in concert as
FutureMark Paper Group, the leading North American provider of
responsibly made recycled paper for books and magazines, as well
as for commercial printing and packaging applications

          A Prime Example of Public-Private Partnership

The Manistique mill had been forced into bankruptcy in 2011, when
its credit line was unexpectedly pulled.  The Manistique mill was
faced with liquidation and the permanent loss of about 150 jobs.
As an economic engine for the region, the mill's loss would have
had devastating consequences on the close-knit community of
Manistique, Mich., and on neighboring towns.

With just one day to spare in a seven-day deadline to rescue the
mill, the mill's management team partnered with a local bank,
mBank, and the Michigan Economic Development Corporation (MEDC) to
reach a deal with the previous lender to find a buyer.  The
Watermill Group acquired the Manistique mill in May, 2012, at a
363 Auction.  The firm forged a cross-sector partnership with
mBank and the MEDC to develop an effective and flexible financing
structure.

"The Manistique acquisition was remarkable for how it brought
together government entities, company management and the town to
save this local institution," said Robert Ackerman, a partner at
The Watermill Group.  "The community's determination not only to
save the mill, but to turn it into a sustainable, growing
operation was truly impressive to us.  It was a privilege to
partner with mBank, the management team and the State of Michigan
on this unusual cross-sector relationship."

                   About The Watermill Group

The Watermill Group -- http://www.watermill.com-- is a strategy-
driven private investing firm that revitalizes companies to drive
superior returns.  For over three decades, Watermill has been
acquiring, operating and improving companies.  Watermill looks for
businesses at a crossroads and applies a unique combination of
strategic insight and management expertise to drive growth. The
Watermill Group's current portfolio companies include C&M
Corporation, Fine Tubes Ltd., FutureMark Paper Group, MultiLayer
Coating Technologies LLC., Superior Tube Company and Tenere.


* Three Lawyers Form New Whistleblower Law Firm Boutique
--------------------------------------------------------
Robert Sadowski, Andrea Fischer and Raphael Katz on March 15
announced the formation of their new law firm -- Sadowski Fischer
PLLC.  Sadowski Fischer PLLC is a litigation boutique,
specializing in complex commercial litigation, health care
litigation, employment litigation, bankruptcy litigation and qui
tam (whistleblower) litigation.

Messrs. Sadowski and Katz, as well as Ms. Fischer have most
recently practiced at Diamond McCarthy LLP, where they had a
successful litigation practice, with a particular emphasis on qui
tam litigation.  Prior to Diamond McCarthy, Mr. Sadowski and
Ms. Fischer were partners at other prominent New York law firms.

Mr. Sadowski stated, "We are very excited to start our own
practice and anticipate continuing to service our existing
clients, as well as continuing to build our business over the
coming years."

Sadowski Fischer PLLC is located at 39 Broadway, Suite 1540, New
York, NY 10006, phone: 212 913 9768.

        Contact info:

        Robert W. Sadowski, Esq.
        212 913 9678 x 101
        E-mail: rsadowski@sflawgroup.com

        Andrea Fischer, Esq.
        212 913 9678 x 102
        E-mail: afischer@sflawgroup.com


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Feb. 25, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***