TCR_Public/130321.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 21, 2013, Vol. 17, No. 79

                            Headlines

11504 WEST: Voluntary Chapter 11 Case Summary
400 EAST: Files Schedules of Assets & Liabilities
ADVANCED INTERACTIVE: Bankruptcy Leaves Behind Cache of Weapons
AEMETIS INC: Obtains Limited Waiver From Third Eye
AKAAL LODGING: Case Summary & 20 Largest Unsecured Creditors

AMERICAN AIRLINES: U.S. Trustee Opposes $20MM Payment to CEO
AMERICAN AIRLINES: Wants Plan Exclusivity Extended to May 29
AMERICAN AIRLINES: Republic Airways Deal Approved
AMERICAN AIRLINES: Travelport Settles, Signs Distribution Deal
AS SEEN ON TV: Kevin Richardson Holds 18% Stake at Feb. 28

AMERICAN AIRLINES: Completes Offering of $663.3MM Certificates
AMERICAN DEFENSE: Suspending Filing of Reports with SEC
ATP OIL: Court to Hear Creditors' Bid for Trustee on April 11
ATP OIL: Bid Deadline for Deepwater Assets Set Anew for April 16
ATP OIL: Agrees to $30,000 Monthly Expense Cap for 2 Law Firms

AVIS BUDGET: S&P Assigns 'B' Rating to $450MM Sr. Notes Due 2023
BEALL CORP: Can Use KeyBank's Cash Collateral Until May 3
BELDEN INC: S&P Retains 'B+' Rating Following Euro Note Upsize
BONDS.COM GROUP: M. Trica Owns 37.1% Equity Stake at Feb. 28
BON-TON STORES: Posts $74.4 Million Net Income in Fourth Quarter

BOSTON PROPERTIES: Fitch Assigns 'BB+' Preferred Stock Rating
BRYAN BEHRENS: Ken's Flower Shop Owner, Ponzi Schemer Files Ch.11
CARL'S PATIO: Terrace 436 Files Schedules of Assets & Liabilities
CASELLA WASTE: S&P Lowers Corporate Credit Rating to 'B-'
CENTRAL EUROPEAN: Amends Roust-Backed Exchange Offers

CENTRAL EUROPEAN: Mark Kaufman Stake Down to 5% as of March 8
CENTRAL PLAINS: Moody's Continues to Review B2-Rated Bonds
CENTRE PROPERTIES: Puts 3 Shopping Centers in Bankruptcy
CHAMPION INDUSTRIES: Douglas McElwain Quits as Senior Vice Pres.
COMPREHENSIVE CARE: Marcus Holds 1.8% Stake at Dec. 31

COMMUNITY FIRST: Eslick Daniel Has 6.5% Stake at Dec. 31
COOPER-STANDARD HOLDINGS: Moody's Lowers Corp. Family Rating to B2
COOPER-STANDARD HOLDINGS: S&P Assigns 'BB-' CCR; Outlook Negative
COREL CORP: S&P Lowers Corporate Credit Rating to 'CCC+'
CORNERSTONE CHEMICAL: S&P Rates $230MM Sr. Secured Notes 'B-'

CUI GLOBAL: Amends Form 10-K for 2012
CUBIC ENERGY: Board OKs Separation Plan for All Employees
DAYTOP VILLAGE: Hires Epiq Bankruptcy as Administrative Advisor
DAYTOP VILLAGE: Court Approves Barbara S. Jones as Examiner
DC DEVELOPMENT: Proposes to Pay MacKenzie $30,000 for Role in Sale

DEEP DOWN: Extends Maturity of Whitney Credit Facility to 2014
DENNY'S CORP: Reports $22.3 Million Net Income in Fiscal 2012
DEWEY & LEBOEUF: E&Y to Provide Add'l Services for $25,000
DIAL GLOBAL: Gores Radio Holds 75.3% Class A Shares at Feb. 28
DILLARD'S INC: Fitch Raises Issuer Default Rating From 'BB+'

DIMMITT CORN: Hires D. Williams as Accountants
DJD-038 TRUST: Involuntary Chapter 11 Case Dismissed
DNL INDUSTRIES: Hires C-Suite as Crisis Manager
DNL INDUSTRIES: Hiring Herrick Feinstein as Bankruptcy Counsel
DR TATTOFF: Harry Zimmerman Named Chief Operating Officer

DREIER LLP: Court Approves Starr & Starr as Special Counsel
DUNE ENERGY: Amends 18.7 Million Common Shares Prospectus
DYNASIL CORP: Director's Departure Triggers Noncompliance Notice
EAST COAST BROKERS: Tomato Grower in Chapter 11
EASTMAN KODAK: Incurs $1.4 Billion Net Loss in 2012

EASTMAN KODAK: Stock Raises on Greater Fool Theory
EDIETS.COM INC: Terminates Securities Offering Under Plans
EDIETS.COM INC: Suspending Filing of Reports with SEC
EDISON MISSION: Agrees With Creditors on Executive Bonuses
ELCOM HOTEL: Court OKs Algon Capital Hiring & Troy Taylor as CRO

ELCOM HOTEL: Can Hire Duanne Morris as Real Estate Counsel
ELPIDA MEMORY: Plan Approved by Court in Japan
EMPRESAS OMAJEDE: Court Okays N. Galarza as Financial Consultant
ENDEAVOUR INTERNATIONAL: T. Claugus Holds 7.8% Stake at March 11
ENDEAVOUR INTERNATIONAL: EEUK Inks Sale Pact with PP Holdings

ENERGY FUTURE: Aurelius Files $725 Million Suit Against D&Os
EUROFRESH INC: Wants to Employ Squire Sanders as Special Counsel
EUROFRESH INC: Can Hire Piper Jaffray as Advisor & Inv. Banker
FENDER MUSICAL: S&P Affirms 'B' CCR & Rates $200MM Loan 'B'
FIRST DATA: Holdings Has 60MM Shares Issuable Under 2007 Plan

FLAT OUT CRAZY: Court OKs Getzler Employment & CRO Appointment
FLAT OUT CRAZY: Court Approves J.H. Chapman as Investment Banker
FLAT OUT CRAZY: Court OKs Hiring of Squire Sanders as Lead Counsel
FLAT OUT CRAZY: U.S. Trustee Appoints Alan Chapell as Ombudsman
FR 160: Hearing on Flagstaff Bid for Case Dismissal Today

GEOKINETICS INC: Amends Support Agreements to Extend Deadlines
GLOBAL SHIP: Reports $8.1 Million Net Income in Fourth Quarter
GOLDEN GUERNSEY: Wisconsin Milk Plant Heading for May 14 Auction
GMX RESOURCES: Anthony Melchiorre Holds 6.8% Stake at Feb. 27
GMX RESOURCES: Stephen Schwarzman Owns 7% Stake at Feb. 27

GOOD SAM: Offers to Buy $4.9 Million Outstanding 2016 Notes
GREAT LAKES: Moody's Changes Outlook to Negative & Keeps B2 CFR
GREAT LAKES: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
GREEKTOWN SUPERHOLDINGS: S&P Withdraws 'B' Corp. Credit Rating
GREYSTONE LOGISTICS: Extends Maturity of F&M Bank Loan to 2015

HANDY HARDWARE: Disputes $3.5MM Claim From Lauderdale City
HARTFORD FINANCIAL: Fitch Affirms 'BB+' Preferred Stock Rating
HEARTHSTONE HOMES: Hearing on Case Conversion Set for May 6
HORIZON LINES: Incurs $94.7 Million Net Loss in 2012
ICTS INTERNATIONAL: Inks Employment Agreement with Ran Langer

INFINITY AUGMENTED: Design Expert Named Chief Innovation Officer
INSPIREMD INC: Amends $30 Million Common Shares Prospectus
INSPIREMD INC: Amendment No. 4 to Form S-1 Prospectus
INTERNATIONAL COMMERCIAL: William Kinnear Named as Director
JMR DEVELOPMENT: Hearing on Plan Filing Extension Set for March 26

KIWIBOX.COM INC: Monetizes Mobile Usage Alongside Mobile Growth
LEHMAN BROTHERS: Settles Claims of Bank Leumi, et al.
LEHMAN BROTHERS: Reaches Settlement With Canary Wharf et al.
LEHMAN BROTHERS: UK Unit Wins $1-BIL. Appeal on Hedging Contracts
LEHMAN BROTHERS: Seeking Buyers for Bond Building

LEXINGTON ROAD: Selling Equipment for $150,000 to Mexican Firm
LIBERTY MEDICAL: Has Court OK to Hire E&Y as Restructuring Advisor
LIBERTY MEDICAL: Taps Cousins Chipman as Conflicts Counsel
LICHTIN/WADE: Plan Confirmation Hearing on March 27
LIFECARE HOLDINGS: Fails to Attract Competing Bids

LIGHTSQUARED INC: Wins Court Approval of Rincon Agreement
LODGENET INTERACTIVE: Copies of Confirmation Order, Amended Plan
MAPLE DALE COUNTRY CLUB: Files Chapter 11 Bankruptcy
MARINA BIOTECH: To Continue Offering 5 Million Common Shares
METRO SOUTH: Case Summary & Unsecured Creditor

MF GLOBAL: Giddens Has $546 Million Settlement With JPMorgan
MF GLOBAL: Silver Point Seeks Court Approval to Trade Claims
MONEYGRAM INTERNATIONAL: Moody's Rates New $975MM Debt 'B1'
MISSION NEWENERGY: High Court Junks Forced Liquidation of Unit
MOUNT ST. MARY'S: S&P Changes Ratings Outlook to Negative

MOUNTAIN PROVINCE: Provides Gahcho Kue Project Update
MPG OFFICE: To Sell U.S. Bank Tower & Westlawn Garage for $267MM
NATIONAL HOLDINGS: Stockholders to Resell 29.4 Million Shares
NAVISTAR INTERNATIONAL: BlackRock Holds 3% Stake at Feb. 28
NEO HOSPITALITY: Voluntary Chapter 11 Case Summary

NEXSTAR BROADCASTING: FMR LLC Holds 7.7% A Shares at March 8
OPTIMUMBANK HOLDINGS: Names J. Wagner as Chief Financial Officer
OWENS-ILLINOIS INC: Moody's Affirms 'Ba2' Corp. Family Rating
OWENS-ILLINOIS INC: S&P Affirms 'BB+' Corp. Credit Rating
PATRIOT COAL: UMWA Head Calls Proposed Benefit Cuts "Immoral"

PATRIOT COAL: Peabody Issues Statement on Lawsuit
PEREGRINE FINANCIAL: Case Trustee Wants to Probe Ex-Accountant
PHOENIX COMPANIES: Fitch Keeps 'B' IDR on Rating Watch Negative
PIEDMONT CENTER: Court Confirms Chapter 11 Plan
PINNACLE AIRLINES: Gets Court Approval of Colgan-Chorus Deal

PREMIER PAVING: Seeks to Use Cash Collateral Until June 2013
RANDY BULLOCK: Emory Law Students Bring Fight to Supreme Court
READER'S DIGEST: Files Schedules of Assets and Liabilities
READER'S DIGEST: Committee Files Limited Objection to DIP Motion
RESIDENTIAL CAPITAL: Files More Reply Briefs on $8.7-Bil. Deal

RESIDENTIAL CAPITAL: FRB, Ally Object to End of FRB Review
RESIDENTIAL CAPITAL: Examiner's Protective Order Okayed
RIVER CANYON: Plan Confirmation Hearing Set for April 12
RG STEEL: Compensation Agreements with Two Sr. Staff Approved
RG STEEL: Employee Seeks Court Approval to Prosecute Appeal

ROSELAND VILLAGE: Amends Plan & Accompanying Disclosures
ROSETTA RESOURCES: S&P Puts 'BB-' Notes Rating on CreditWatch Neg.
ROTHSTEIN ROSENFELDT: Chapter 7 Case Conversion Sought
SALON MEDIA: Amends Report on Recapitalization Plan
SAN BERNARDINO: Chap. 9 Status Conference to Continue Today

SAN BERNARDINO: U.S. Bank's Request for Doc. Production Resolved
SAN BERNARDINO: Individuals' Lift Stay Motions Pending
SAN BERNARDINO: Approves $1+ Million Pay Hike for Police, Firemen
SAN BERNARDINO: April 4 Prelim. Hearing on Pending Motions Set
SBMC HEALTHCARE: Creditors File Liquidating Plan

SBMC HEALTHCARE: March 26 Hearing on Continued Use of Cash
SCC KYLE: Presents Plan to Judge Mott for Confirmation
SCHOOL SPECIALTY: Cancels Asset Purchase Agreement with Bayside
SEALY CORP: Tempur-Pedic Gets FTC Approval to Purchase Sealy
SEARS HOLDINGS: E. Lampert Discloses 55.3% Stake at March 11

SECUREALERT INC: Sapinda Asia Holds 56.8% Stake at Feb. 28
SEJWAD HOTELS: Court Grants Case Dismissal
SHELL POINT: S&P Lifts Rating on 3 Revenue Bond Series to 'BB+'
SINCLAIR BROADCAST: Reports $144.9 Million Net Income in 2012
SKILLED HEALTHCARE: S&P Revises 'B' Rating Outlook to Stable

SPRINT NEXTEL: Amendment 1 to Rule 13E-3 Transaction Statement
STILLWATER ASSET: Files Schedules of Assets & Liabilities
SWEPORTS LTD: Files Schedules of Assets & Liabilities
T3 TROY: April 15 Hearing on Fate of Involuntary Ch. 7 Bankruptcy
TELECOMMUNICATIONS MANAGEMENT: S&P Gives 'B+'  CCR, Stable Outlook

THERAPEUTICSMD INC: Incurs $35.1 Million Net Loss in 2012
TITANIUM GROUP: Suspending Filing of Reports with SEC
TOPS HOLDING: Voluntarily Terminates Registration of 2015 Notes
TRANS ENERGY: Reports Production Results on Doman Wells
TRAVELPORT HOLDINGS: Incurs $236 Million Net Loss in 2012

TRIUS THERAPEUTICS: Incurs $14.2 Million Net Loss in 4th Quarter
WEST CORP: Amends 21.2 Million Common Shares Prospectus
WEST CORP: S&P Puts 'B+' CCR on CreditWatch Positive
WEST END FINANCIAL: Landberg Gets 3.5-Year Prison Sentence
WESTMORELAND COAL: Files Form 10-K, Incurs $13.6MM Loss in 2012

WIDEOPENWEST FINANCE: Moody's Rates Amended Term Loan 'B1'
WIDEOPENWEST FINANCE: S&P Retains 'B' Rating After Loan Revision
WILLIAMS COMPANIES: Fitch Affirms 'BB' Debentures Rating

* Ex-Receiver Cites Racism, Isolation of Poor on Fiscal Woes
* Moody's Liquidity-Stress Index Rises to 3.5% in March
* Moody's Sees Continuing High Default Rates for Student Loans
* Supreme Court Hears Case on Misusing Trust Property

* Defending a Fee Request Itself Is Compensable

* Funding Cuts to Compromise Federal Courts, Judges Tell Congress
* California Furloughs for Workers Will Prove Costly
* Trading Hearings Put Focus Back on JPMorgan's Chief

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

11504 WEST: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 11504 West 183 Street, LLC
        11504 West 183rd Street
        Ste. SW/NW
        Orland Park, IL 60467

Bankruptcy Case No.: 13-10890

Chapter 11 Petition Date: March 19, 2013

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Chester H. Foster, Jr., Esq.
                  FOSTER LEGAL SERVICES, PLLC
                  3825 W 192nd St
                  Homewood, IL 60430
                  Tel: (708) 799-6300
                  Fax: (708) 799-6339
                  E-mail: chf@fosterlegalsvcs.com

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

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

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

The petition was signed by John J. Mayher, Jr., manager.


400 EAST: Files Schedules of Assets & Liabilities
-------------------------------------------------
400 East 51st Street 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         $14,407,426.14
B. Personal Property        $650,661.55
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $11,451,431.31
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
Unsecured Non-priority
Claims                                               $58,207.97
                         --------------          --------------
TOTAL                    $15,058,087.69          $11,509,639.28

                    About 400 East 51st Street

400 East 51st Street LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-14196) on Oct. 9, 2012.  The Debtor, a Single
Asset Real Estate under 11 U.S.C. Sec. 101 (51B), owns property in
150 East 58th Street, New York.  Judge Robert E. Gerber presides
over the case.  Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in
New York, serves as counsel.  The petition was signed by Simon
Elias, member and chief administrative officer.


ADVANCED INTERACTIVE: Bankruptcy Leaves Behind Cache of Weapons
---------------------------------------------------------------
Tom Hals, writing for Reuters, reported that the U.S. Bankruptcy
Court in Delaware may soon be overseeing what could be a legally
dicey firesale -- an apparent arsenal of Glock and Beretta
handguns and other weapons.

Advanced Interactive Systems Inc of Seattle, which owns shooting
ranges and trains security professionals, filed for bankruptcy on
Wednesday under Chapter 7, which means it is going out of
business.  Its inventory included scores of firearms and parts,
including the AR-15 rifle, similar to the one used in the Newtown,
Connecticut, school massacre in December, according to the Reuters
report.

Reuters, however, said it was unclear how many guns the company
actually held. At least 15 guns were listed in the safe of the
company's Melbourne, Florida, location, Reuters added.  In
addition, there were scores of entries for gun parts, from barrels
to triggers. The company noted that in its rush to file for
bankruptcy its records may be incomplete.  It was also unclear
whether the weapons were for use in simulated training or whether
they could be used with live ammunition, Reuters further related.

The case is Advanced Interactive Systems Inc, U.S. Bankruptcy
Court, District of Delaware, No. 13-10517.


AEMETIS INC: Obtains Limited Waiver From Third Eye
--------------------------------------------------
Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc., a wholly-owned
subsidiary of the Company, and Merger Sub, entered into a Limited
Waiver and Amendment No. 2 to Amended and Restated Note Purchase
Agreement, effective Feb. 1, 2013, with Third Eye Capital
Corporation, as agent, for the noteholders who are a party
thereto, and the Lenders, pursuant to which the Administrative
Agent provided a Notional Paydown of the Revolving Portion of the
Revolving Notes in the amount of $3,100,000.  The Company may
elect to draw up to the $3,100,000 amount for working capital
purposes at any time, subject to compliance with the conditions of
the Credit Agreement.

The Administrative Agent also (i) granted waivers to the
Borrowers' obligation to pay or comply, including financial and
production covenants for the quarter ended March 31 and June 30,
2013; (ii) extended the date of the next interest payment until
the earlier of certain events described in the Limited Waiver or
May 1, 2013, and (iii) agreed to allow the Borrowers to pay the
Partial Amendment Fee of $1,000,000 due Jan. 1, 2013, in shares of
the Company's common stock.

In consideration for the Limited Waiver and Amendment, the
Borrowers, among other things, agreed to: (i) pay the Lenders a
waiver fee comprised of $1,500,000 added to the outstanding
principal balance of the Revolving Loan Facility Notes and (ii)
issue to the Lenders 750,000 Common Shares of the Parent.  In
addition, the interest rate of the Notes was raised by 5% until
certain conditions are met.

A copy of the Limited Waiver and Amendment No.2 is available at:

                       http://is.gd/4OkMSI

                           About Aemetis

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

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


AKAAL LODGING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: AKAAL Lodging, LLC
        aka Rodeway Inn & Suites
        3033 Hilton Dr.
        Bossier City, LA 71111

Bankruptcy Case No.: 13-10640

Chapter 11 Petition Date: March 19, 2013

Court: United States Bankruptcy Court
       Western District of Louisiana (Shreveport)

Judge: Stephen V. Callaway

Debtor's Counsel: Christopher M. Stahl, Esq.
                  THE LAW OFFICE OF CHRISTOPHER M. STAHL, LLC
                  P.O. Box 495
                  Minden, LA 71058
                  Tel: (318) 578-1924
                  E-mail: christophermstahllaw@gmail.com

Scheduled Assets: $4,036,566

Scheduled Liabilities: $3,665,417

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/lawb13-10640.pdf

The petition was signed by Jagtar Otal, manager.


AMERICAN AIRLINES: U.S. Trustee Opposes $20MM Payment to CEO
------------------------------------------------------------
The U.S. Trustee assigned to the Chapter 11 cases of American
Airlines, Inc., and its debtor affiliates is questioning the
airlines' plan to pay its top executive almost $20 million in
severance payments.

Under the proposed $11 billion merger deal between American and
US Airways Group, Inc., American's Chief Executive Tom Horton
will get $20 million in severance payments consisting of $9.94
million in cash and the remaining amount in shares of the
combined company.  Mr. Horton will also be appointed chairman of
the new company's board of directors after the merger closes.

In a court filing, U.S. Trustee Tracy Hope Davis said the airline
and its parent AMR Corp. should explain why a $20 million
severance package for Mr. Horton is permissible under U.S.
bankruptcy law.  Ms. Davis referred to Section 503(c), which was
added to the Bankruptcy Code in 2005 to limit executive
compensation.

The U.S. Trustee pointed out that the payment will be made upon
termination by the airlines although Mr. Horton will be appointed
as chairman, and will be receiving the same cash and equity
compensation as other non-employee directors.

"This type of severance payment is not part of a program
generally applicable to all full-time employees," the U.S.
Trustee said.  Ms. Davis added that the payment is more than 10
times the amount of the mean severance pay given to non-
management employees during the year in which the payment is
going to be made.

The U.S. trustee also questioned the severance or retention
payments for employees, saying the airlines did not explain why
are permissible under Section 503(c).

The unions representing pilots at American Airlines and US
Airways Group Inc. expressed support for court approval of the
proposed merger.

"The merger agreement will result in a more competitive American
Airlines and a brighter future for APA pilots' careers," the
Allied Pilots Association said in a court filing.  "A stronger
airline will create an employer where the pilots can spend the
rest of their careers."

The US Airline Pilots Association said employees will benefit
from being part of a combined company "with a more competitive
and stable financial foundation."

Meanwhile, Citigroup, U.S. Bank and U.S. Bank Trust N.A. filed
responses and reservation of rights to object to any Chapter 11
plan or disclosure statement filed pursuant to the merger
agreement.

                      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: Wants Plan Exclusivity Extended to May 29
------------------------------------------------------------
AMR Corp. asked Judge Sean Lane of the U.S. Bankruptcy Court for
the Southern District of New York for additional time to file a
Chapter 11 plan and solicit votes for that plan.

In a motion jointly filed with the Official Committee of Unsecured
Creditors, AMR proposed to move the deadline for filing the plan
to May 29, and the deadline for soliciting votes from creditors to
July 29.

Currently, the Debtors have until April 15 to file a plan and
until June 17 to solicit acceptances of that plan.

The extension gives AMR enough time to formulate and propose a
Chapter 11 plan that implements its proposed merger with US
Airways Group Inc., according to court filings.

The airlines announced the merger last month that would create
the world's largest carrier.  Under the $11 billion deal, equity
in the combined company will be split, with 72% to AMR's
stakeholders and creditors and 28% to US Airways shareholders.

The merger will take effect through a restructuring plan that has
not been proposed yet.  The effectiveness of that plan and the
closing of the merger will occur together.

A court hearing is set for March 27.  Objections are due by
March 20.

                      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: Republic Airways Deal Approved
-------------------------------------------------
American Airlines Inc. obtained a court order approving the
agreement for Republic Airways Holdings Inc. to operate 76-seat
regional jets.

The 12-year deal calls for Republic Airways to fly 47 new Embraer
E-175 76-seat regional jets, which are expected to be in
operation by the first quarter of 2015.

The deal is part of American Airlines' effort to diversify
suppliers of commuter flights beyond its American Eagle unit, and
to add larger regional jets that are more economical to operate.

American Eagle lacks the required 76-seat regional jets, and
could not "realistically" operate such aircraft within the
timeframe required under American Airlines' business plan,
according to a declaration by Charles Schubert, American
Airline's vice-president of network planning.

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

                      About American Airlines

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

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

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

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

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



AMERICAN AIRLINES: Travelport Settles, Signs Distribution Deal
--------------------------------------------------------------
American Airlines Inc. and Travelport Ltd. have settled their
legal dispute and signed a distribution agreement.

Under the distribution agreement, Travelport will sell the
airline's tickets and other products like its Main Cabin Extra
seating product, which provides additional legroom.

The companies, which have been in court battle for almost two
years, have also resolved their legal dispute.  The two did not
disclose the terms of the settlement, which needs a bankruptcy
court's approval.  The dispute stems from antitrust claims
American filed against the airfare distributor alleging that
Travelport conspired with Orbitz Worldwide Inc. and other
companies to block the bankrupt airline's attempt to create a
competing online ticketing system.

"Travelport deserves praise for working with American to create a
solution that can display all of our product options to travel
agents in a transparent, customer-friendly way that also clearly
differentiates American's products from other airlines," Derek
DeCross, vice-president of global sales for American Airlines,
said in a March 13 statement.

Dan Westbrook, vice-president and general manager of global
distribution sales for Travelport, said, "American is an industry
leader, and the perfect partner with which to build upon
Travelport's airline partnership approach to merchandizing,
optional ancillary sales and product differentiation.

"All of our subscribers will continue to access American's full
content while American can merchandize its full line of products
through Travelport, providing consumers and travelers a
transparent marketplace and the ability to shop and book all
services at their channel of choice," Mr. Westbrook said.

Earlier, Judge Sean Lane of the U.S. Bankruptcy Court in
Manhattan issued an order allowing Travelport to seek leave of
the district court to amend its counterclaim in an antitrust
lawsuit.

In a March 11 decision, Judge Lane said the district court
overseeing the antitrust lawsuit "is in the best position to
decide" whether the travel company should be permitted to bring
new allegations against the airline.

American Airlines tried to block the travel company's efforts to
bring new claims, saying it would the antitrust case, which is
ready for trial within the next few months.

According to American Airlines, it was initially accused by the
Travelport of monopolizing air transportation on certain city
routes.  The travel company, American Airlines said, now wants to
accuse the carrier of conspiring with other airlines to restrain
trade by monopolizing the provision of fare information booking
services to travel agents.

The case is American Airlines Inc. V. Travelport Ltd et al, U.S.
District Court, Northern District of Texas, No 11-0244.

                      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).


AS SEEN ON TV: Kevin Richardson Holds 18% Stake at Feb. 28
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Kevin A. Richardson, II, disclosed that, as of
Feb. 28, 2013, he beneficially owns 12,829,910 shares of common
stock of As Seen On TV, Inc., representing 18% of the shares
outstanding.  Prides Capital Partners, L.L.C., beneficially owns
9,953,874 common shares as of February 28.  A copy of the filing
is available for free at http://is.gd/WZh0JZ

                        About As Seen on TV

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

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


AMERICAN AIRLINES: Completes Offering of $663.3MM Certificates
--------------------------------------------------------------
American Airlines, Inc., the principal operating subsidiary of AMR
Corporation, has closed its private offering of two tranches of
enhanced equipment trust certificates in the aggregate face amount
of $663,378,000.

The Certificates are comprised of a senior tranche of Class A
Certificates with an interest rate of 4.000% per annum and a final
expected distribution date of July 15, 2025, and a junior tranche
of Class B Certificates with an interest rate of 5.625% per annum
and a final expected distribution date of Jan. 15, 2021.  The
Certificates represent an interest in the assets of two separate
pass through trusts, each of which will hold equipment notes
expected to be issued by American.

Those equipment notes are expected to be secured by eight
currently owned Boeing 737-823 aircraft and one currently owned
Boeing 777-223ER aircraft, each of which aircraft is either
unencumbered or is subject to a private mortgage financing, and
four new Boeing 777-323ER aircraft currently scheduled for
delivery to American during the period from April 2013 to July
2013.

The Certificates were offered in the United States to qualified
institutional buyers, as defined in, and in reliance on, Rule 144A
under the Securities Act of 1933, as amended.  The Certificates
will not be registered under the Securities Act or applicable
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state law.

                      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 DEFENSE: Suspending Filing of Reports with SEC
-------------------------------------------------------
American Defense Systems, Inc., filed a Form 15 with the U.S.
Securities and Exchange Commission to deregister its common stock
pursuant to Section 12(g) of the Securities Exchange Act of 1934.
As of March 12, 2013, there were only 227 holders of the common
shares.  As a result of the Form 15 filing, the Company is
suspending its duty to file reports with the SEC.

The Company also filed post-effective amendments to its
registration statements on Form S-3 and Form S-8 to terminate the
offering of its securities under the Registration Statements.  The
Company removes from registration any and all securities
registered but unsold under the Registration Statements as of
Marh 12, 2013.

                      About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

After auditing the 2011 financial statements, Marcum LLP, in
Melville, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had a working capital deficiency
of $867,000, an accumulated deficit of $17.0 million,
shareholders' deficiency of $235,000 and cash on hand of $132,000.
The Company had operating losses of $3.30 million and
$3.69 million for the years ended Dec. 31, 2011 and 2010,
respectively.  The Company had income from continuing operations
for the year ended Dec. 31, 2011, of $6.83 million, including a
gain of $12.8 million on the redemption of mandatorily redeemable
preferred stock, and a loss from continuing operations for the
year ended Dec. 31, 2010, of $8.17 million.  The Company had net
income (losses) of $9.37 million and $(9.38 million) for the years
ended Dec. 31, 2011 and 2010, respectively.

The Company's balance sheet at Sept. 30, 2012, showed $1.76
million in total assets, $2.55 million in total liabilities, all
current, and a $796,413 total shareholders' deficiency.


ATP OIL: Court to Hear Creditors' Bid for Trustee on April 11
-------------------------------------------------------------
The Honorable Marvin Isgur will convene a hearing on April 11,
2013 to consider the motion filed by the Official Committee of
Unsecured Creditors for the appointment of a Chapter 11 trustee in
the bankruptcy case of ATP Oil & Gas Corporation, or in the
alternative, the conversion of the case into a Chapter 7
proceeding.

As reported by the Troubled Company Reporter on Feb. 13, 2013,
BankruptcyLaw360 related that ATP Oil & Gas Corp.'s unsecured
creditors asked a Texas bankruptcy court to appoint a trustee or
liquidate the oil-and-gas developer, saying ATP is bleeding cash
and needs to be protected from its own management.  According to
the report, the unsecured creditors argued that ATP is in a "death
spiral" as it cedes control to its debtor-in-possession financing
lenders; blows past unrealistic deadlines; scares away potential
buyers with its incompetent management and has even rebuffed an
offer by the unsecured creditors to help arrange vendor financing.

                          About ATP Oil

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

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

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

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

A 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq. --
klee@diamondmccarthy.com ; and Charles M. Rubio, Esq. --
crubio@diamondmccarthy.com -- of Diamond McCarthy LLP, in Houston,
Texas, serve as counsel to the Equity Committee.


ATP OIL: Bid Deadline for Deepwater Assets Set Anew for April 16
----------------------------------------------------------------
ATP Oil & Gas Corporation recently advised the U.S. Bankruptcy
Court for the Southern District of Texas that first production for
oil from the Claipper Well was achieved on March 15, 2013.

Thus, in accordance with court-approved bidding procedures, the
bid deadline for all bids with respect to the sale of the Debtor's
Deepwater Assets will be on Tuesday, April 16, 2013 at 12:00 p.m.
(CST).

Objections, if any, to the sale of the Deepwater Assets, the
assumption and assignment of contracts or any relief requested in
the motion will be on April 16 at 4:00 p.m. (CST), provided that
any party may object based on events occurring at the Auction
until 4:00 p.m. (CST) on the day prior to the Sale Hearing.

If the Debtor receives one or more qualified bids, the Auction
with respect to the Deepwater Assets will take place at 9:00 a.m.
(CST) on Tuesday, April 23, 2013, at the offices of Mayer Brown
LLP, in Houston Texas.

A hearing to consider approval of the sale of all or substantially
all of the Deepwater Assets to the successful bidder is presently
scheduled to take place on April 25, 2013, at 1:30 p.m. (CST).  

The bid deadline is tied to the first oil production of ATP's
Clipper Well.  When the Debtor failed to achieve production on
March 3, it had to postpone the March 19 original bid deadline set
by the Court.

                          About ATP Oil

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

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

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

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

A 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq. --
klee@diamondmccarthy.com ; and Charles M. Rubio, Esq. --
crubio@diamondmccarthy.com -- of Diamond McCarthy LLP, in Houston,
Texas, serve as counsel to the Equity Committee.


ATP OIL: Agrees to $30,000 Monthly Expense Cap for 2 Law Firms
--------------------------------------------------------------
ATP Oil & Gas Corporation filed a supplement to its request for
the retention of the law firms Motley Rice LLC and Fayard &
Honeycutt, APC, to disclose the specifics of an expense cap for
the Firms.

In particular, the Debtor agrees to reimburse the Firms for all
allowed expenses incurred on its behalf in prosecuting claims
provided that they do not exceed, in the aggregate, $200,000 for
any 12-month period unless the Debtor seeks and receives approval
from the Court to exceed the set cap.

Furthermore, the Debtor and the Firms agree that in any given
month, the Firms will not seek reimbursement for more than $30,000
in expenses.

Expenses in excess of the Monthly Cap may be rolled forward by the
Firms in subsequent months, subject to the Yearly Cap.

As reported in the March 14, 2013 edition of The Troubled Company
Reporter, ATP Oil seeks to tap Motley Rice and Fayard & Honeycutt
as special counsel in the investigation and prosecution of its
claims related to the April 2010 blowout of BP's Macondo well and
the resulting explosion of the Deepwater Horizon in the Gulf of
Mexico.  With the assistance of the Firms, the Debtor submitted in
January 2013 a claim to BP under the Oil Pollution Act of 1990 for
loss of profits and earning capacity as a result of the Deepwater
Horizon Spill in an amount not less than $3.01 billion.  The
Debtor proposes to pay the Firms' services on a contingency
fee basis.  In particular, the Firms will be entitled to receive,
1/3 of any gross recovery on account of the Claims.

                          About ATP Oil

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

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

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

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

A 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq. --
klee@diamondmccarthy.com ; and Charles M. Rubio, Esq. --
crubio@diamondmccarthy.com -- of Diamond McCarthy LLP, in Houston,
Texas, serve as counsel to the Equity Committee.


AVIS BUDGET: S&P Assigns 'B' Rating to $450MM Sr. Notes Due 2023
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' rating to Avis Budget Group Inc.'s $450 million senior notes
due 2023.  The notes are being issued by Avis Budget Car Rental
LLC and Avis Budget Finance Inc., both indirect subsidiaries
of Parsippany, N.J.-based car and truck renter Avis Budget Group
Inc., which guarantees the notes.  The recovery rating is '5',
indicating S&P's expectation that lenders would receive modest
(10%-30%) recovery in a payment default scenario.  The company
will use proceeds to repurchase outstanding 2018 and 2020 notes
and for general corporate purposes.

S&P's ratings on Avis Budget (parent of the Avis and Budget car
rental brands and the Budget consumer truck rental brand) reflect
the company's "aggressive" financial profile, the price
competitive and cyclical nature of on-airport car rentals, and a
significant amount of secured assets.  The ratings also
incorporate the company's position as one of the largest global
car rental companies, the relatively stable cash flow the business
generates, and Standard & Poor's expectation that Avis Budget's
operating performance will continue to improve.  On March 14,
2013, Avis Budget acquired Zipcar Inc. for approximately
$500 million, financed primarily with debt.  Based on the
incremental debt and synergies, S&P expects the company's credit
metrics to weaken only modestly.

The outlook is stable.  S&P expects Avis Budget's credit metrics
to be maintained with 2012 levels due to stronger revenues and
cash flow offsetting the incremental debt.  Over the next year,
S&P expects EBITDA interest coverage to remain in the low-4x area
(4.1x for the 12 months ended Dec. 31, 2012), funds from
operations (FFO) in the low-20% area (22% for the 12 months ended
Dec. 31, 2012), and debt to EBITDA in the mid-4x area (4.4x for
the 12 months ended Dec. 31, 2012).

"We could raise the ratings if benefits from the integration of
Avis Europe exceed expectations and continue to be realized into
2013 or operating performance in Europe is stronger than expected,
resulting in the adjusted EBIT margin improving to greater than
15% over a sustained period.  We also believe a downgrade is
unlikely, but we could take such an action if industry conditions
weaken and integration benefits are not realized or economic
conditions in Europe are weaker than expected, causing the
adjusted EBIT margin to decline to below 10% and FFO to debt to
fall below the mid-teens percent area on a sustained basis," S&P
said.

RATINGS LIST

Avis Budget Group Inc.
Corporate Credit Rating          B+/Stable/--

New Rating

Avis Budget Car Rental LLC
Avis Budget Finance Inc.
$450 mil senior notes due 2023   B
Recovery Rating                  5


BEALL CORP: Can Use KeyBank's Cash Collateral Until May 3
---------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy for the District
of Oregon has authorized Beall Corporation to use KeyBank National
Association's cash collateral until May 3, 2013.

The Debtor has established a new cash collateral disbursement
account at the Bank, which Debtor has designated as its operating
disbursement account and into which Debtor will deposit all
receipts and collections except for restricted cash collateral.
All funds deposited or transferred into the Cash Collateral
Account and the restricted account will be and remain the Bank's
Cash Collateral.

As adequate protection for use of the Bank's Cash Collateral and
to protect against deterioration or diminution in the value of the
Bank's Cash Collateral, the Bank will be granted (a) a valid,
enforceable, fully perfected, and unavoidable replacement lien in
favor of the Bank on all of Debtor's assets or interests in assets
that are property of the estate; (b) a valid, enforceable,
perfected, and unavoidable lien in favor of Bank on all of the
Debtor's unencumbered real and personal property other than claims
and causes of action of the estate arising under Chapter 5 of the
U.S. Bankruptcy Code; and (c) a junior lien in favor of the Bank
on all of the Debtor's real and personal property that is subject
to the liens of parties other than the Bank.

To the extent the adequate protection provided to the Bank in the
form of the security interests and liens granted proves to be
inadequate, the Bank will be entitled to an administrative expense
claim.

A copy of the budget is available for free at:

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

On Feb. 20, the Bank objected to the cash collateral use, saying
that the budget inaccurately reflects the Debtor's current cash
position in that it omits (i) the approximately $1,400,000 in
undistributed proceeds of the Bank's collateral and (ii) the
potential recovery of an estimated $850,000 in proceeds from the
Bank's collateral, which is the amount of the hold back from the
Wabash purchase and sale agreement.

The Bank is represented by:

      LANE POWELL PC
      Mary Jo Heston, Esq.
      Skyler M. Tanner, Esq.
      601 S.W. Second Avenue, Suite 2100
      Portland, OR 97204
      Tel: (503) 778-2100
      Fax: (503) 778-2200
      E-mail: hestonm@lanepowell.com
              tanners@lanepowell.com

                     About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.  The Debtor disclosed
$14,015,232 in assets and $28,791,683 in liabilities as of the
Chapter 11 filing.

Wabash National Corporation on Feb. 4 successfully closed on its
acquisition of certain assets of the tank and trailer business of
Beall for $15 million.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BELDEN INC: S&P Retains 'B+' Rating Following Euro Note Upsize
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' issue-level
and '6' recovery ratings on St. Louis-based Belden Inc.'s new
senior subordinated notes are unaffected by the upsizing of its
euro notes issue to EUR300 million from EUR200 million.  Fiscal
year end 2012 pro forma leverage increase will increase from just
under 4x to well above 4x as a result of the upsizing, but S&P
expects that most of the incremental funds will be used for either
acquisitions or debt repayment, which will reduce leverage back to
the mid-3x area over the next 12 to 18 months.  S&P believes the
company has adequate liquidity, including sizable cash reserves,
to balance acquisition and shareholder return objectives against
publicly stated leverage targets.  The issue-level ratings on the
notes are unchanged by the incremental debt because of S&P's
existing estimate that these notes will receive negligible (0% to
10%) recovery in the event of a payment default.

The 'BB' corporate credit rating and stable outlook on Belden
reflect the company's "fair" business risk profile, characterized
by its participation in the highly competitive and cyclical cable,
connectivity, and networking markets and its exposure to volatile
raw material pricing and foreign currency rates.  The ratings also
reflect its "significant" financial profile, with pro forma
leverage that is currently high for the rating.  Belden's
diversification into higher-margin, value-added specialty products
and vertical/geographic market expansion, along with "adequate"
liquidity and good cash flow characteristics, partly offset these
risks.

RATINGS LIST

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

Upsized Notes
EUR300 Mil. Senior Sub. Notes        B+
   Recovery Rating                    6


BONDS.COM GROUP: M. Trica Owns 37.1% Equity Stake at Feb. 28
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Michael H. Trica and his affiliates disclosed that, as
of Feb. 28, 2013, they beneficially own 57,142,858 shares of
common stock of Bonds.com Group, Inc., representing 37.1% of the
shares outstanding.  A copy of the filing is available at:

                         http://is.gd/P1E3pO

                        About Bonds.com Group

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

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

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

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


BON-TON STORES: Posts $74.4 Million Net Income in Fourth Quarter
----------------------------------------------------------------
The Bon-Ton Stores, Inc., reported net income of $74.41 million on
$1.01 billion of net sales for the 14 weeks ended Feb. 2, 2013, as
compared with net income of $78.19 million on $983.23 million net
sales for the 13 weeks ended Jan. 28, 2012.

For the 53 weeks ended Feb. 2, 2013, the Company incurred a net
loss of $21.55 million on $2.91 billion of net sales, as compared
with a net loss of $12.12 million on $2.88 billion of net sales
for the 52 weeks ended Jan. 28, 2012.

The Company's balance sheet at Feb. 2, 2013, showed $1.63 billion
in total assets, $1.52 billion in total liabilities and $110.60
million in total shareholders' equity.

Brendan Hoffman, president and chief executive officer, commented,
"We were pleased with our fourth quarter results and our
accomplishments throughout 2012.  We sequentially improved the
business each quarter through a number of key initiatives,
including a better balanced merchandise assortment, more
disciplined inventory management, enhanced marketing efforts and
upgrades to our eCommerce business."

Mr. Hoffman continued, "As we look ahead, we are excited for
continued progress on our initiatives as we gain additional
insights into the business.  We believe we laid the foundation in
2012, which we intend to enhance with new strategies, paving the
way for sustainable long-term growth."

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

                       http://is.gd/Avx98Z

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

                           *     *     *

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  Moody's also
affirmed the company's Corporate Family Rating at Caa1 and
affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.

Moody's said the affirmation of the company's 'Caa1' corporate
family rating reflects the company's persistent negative trends in
sales and operating margins and uncertainties that the company's
strategies to reverse these trends will be effective.


BOSTON PROPERTIES: Fitch Assigns 'BB+' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'BB+' to the
$200 million 5.25% series B cumulative redeemable preferred stock
issued by Boston Properties, Inc. (NYSE: BXP).

Net proceeds from the offering of $193.7 million, before the
exercise of the over-allotment option, will be used for general
corporate purposes including investment opportunities and debt
reduction. The last time the company had preferred stock
outstanding was in 2002.

Fitch currently rates the company as:

Boston Properties, Inc.
-- Issuer Default Rating (IDR) 'BBB';
-- $200 million preferred stock 'BB+'.

Boston Properties, L.P.
-- IDR 'BBB';
-- $750 million unsecured revolving credit facility 'BBB';
-- $4.7 billion senior unsecured notes 'BBB';
-- $1.2 billion exchangeable senior unsecured notes 'BBB'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The 'BB+' rating of the preferred stock (a two-notch differential
from the Issuer Default Rating [IDR]) is consistent with Fitch's
criteria for corporate entities with an IDR of 'BBB'. Based on
Fitch's research on 'Treatment and Notching of Hybrids in
Nonfinancial Corporate and REIT Credit Analysis,' these preferred
securities are deeply subordinated and have loss absorption
elements that would likely result in poor recoveries in the event
of a corporate default.

The ratings are supported by a high-quality portfolio of
predominantly central business district (CBD), class A office
properties, appropriate leverage and coverage for the 'BBB' rating
level, solid leasing profile, manageable lease expirations, strong
liquidity, manageable debt maturities, a large unencumbered asset
pool which provides solid coverage of unsecured debt, and
demonstrated access to a range of capital sources. The ratings are
balanced by a fairly concentrated operational footprint, sizable
exposure to tenants in the financial and legal community, and a
propensity to maintain a large development pipeline.

The company's CBD properties compete for the highest profile
tenants in their regions, and many of these properties serve as
flagship locations for the largest tenants. BXP's net operating
income (NOI) is skewed toward properties that have been acquired,
developed, or redeveloped by the company in recent years. Many are
leading properties in their submarkets, and would likely attract
significant investor and lender interest, providing contingent
liquidity to the company.

NEW CEO

On March 11, 2013, BXP announced that Owen Thomas will succeed
Mortimer Zuckerman as CEO and join the Board of Directors,
effective April 2, 2013. Mr. Zuckerman will remain Executive
Chairman of the Board. Mr. Thomas has an extensive background in
senior executive and real estate roles, currently serving as
Chairman of the Board of Lehman Brothers Holding, Inc. (the
successor company to Lehman Brothers), and previously in various
roles at Morgan Stanley including serving as Head of Morgan
Stanley Real Estate and as CEO of Morgan Stanley Asia Ltd. Fitch
did not anticipate that the company would fill the CEO role from
outside the firm; however, it makes sense to deepen an already
strong bench given management changes over the past few years.
Additionally, Fitch views the separation of the CEO and Chairman
roles favorably from a corporate governance perspective.

APPROPRIATE LEVERAGE AND COVERAGE

BXP's net debt to recurring operating EBITDA for the trailing 12
months (TTM) was 6.8x as of Dec. 31, 2012. Leverage was 6.3x in
2011, 7.7x in 2010 and 5.8x in 2009. Fixed-charge coverage was
2.1x for the TTM ended Dec. 31, 2012, compared to 2.1x in 2011,
1.8x in 2010 and 2.2x in 2009. The company's leverage and fixed-
charge coverage are appropriate for a 'BBB' rated office REIT with
BXP's large size and high asset quality.

Long-Term Leases
The company's revenue is supported by long-term leases. The
company's in-service portfolio was 91.4% leased at Dec. 31, 2012
and fewer than 10% of rents are scheduled to come due on an annual
basis through 2016, which is strong relative to the broader office
REIT sector. This lease expiration profile ensures that the
company is not overly exposed to leasing risk at any given time,
absent tenant bankruptcies.

ADEQUATE LIQUIDITY

The company maintains an adequate liquidity position pro forma the
$200 million preferred issuance. For the period Jan. 1, 2013 to
Dec. 31, 2014, the company's base case liquidity coverage ratio is
1.0x. BXP's liquidity coverage would improve to 1.2x assuming the
company refinances maturing mortgages at 80% of current balances.
Additionally, the largest funding requirement is development
expenditure, which it can suspend in a more challenging economic
environment. BXP's liquidity coverage ratio would improve to 1.4x
absent said expenditures. Fitch defines liquidity coverage as
sources of liquidity (unrestricted cash, availability under the
company's unsecured credit facility and expected retained cash
flows from operating activities after dividends) divided by uses
of liquidity (pro rata debt maturities, expected recurring capital
expenditures and development costs).

BXP maintains a large unencumbered asset pool to support its
unsecured borrowings. As of Dec. 31, 2012, there were 123 assets
in the pool which generated approximately 64% of company NOI.
Capitalizing annualized fourth quarter 2012 (4Q'12) cash NOI
generated by the unencumbered pool at a stressed capitalization
rate of 7% yields unencumbered asset coverage of approximately
2.1x, which is adequate for the 'BBB' IDR.

LADDERED DEBT MATURITIES

The company also has manageable debt maturities, with fewer than
9% of total debt maturing in any given year through 2016. However,
there are significant mortgage maturities in 2017, totaling $2.5
billion or approximately 25% of total pro rata debt. While
significant in magnitude, Fitch views these as manageable given
the quality of the properties securing these mortgages (primarily
599 Lexington and the GM Building in Manhattan, and the John
Hancock Tower in Boston). Further, Fitch anticipates that the
company will refinance a substantial portion of the total prior to
2017.

SIGNIFICANT EXPOSURE TO FINANCIAL AND LEGAL TENANTS

The company has elevated exposure to financial and legal tenants
in its portfolio. As of Dec. 31, 2012, tenants in these segments
represented approximately 28% and 26% respectively of gross rent,
for a combined total of 54%. The financial sector is facing
several challenges, most notably lower trading volumes and
increased regulatory burden which has driven reduced space needs
and delayed leasing decisions. Meanwhile, many of BXP's legal
tenants are working towards optimizing their space needs and could
seek to reduce their office footprints when leases expire.

DEVELOPMENT RISK

Finally, the company has a propensity to grow the development
pipeline to become a large portion of the balance sheet. The total
pipeline grew to 20.3% of total assets in 2Q'08, with remaining
equity needed to complete the pipeline representing 11% of total
assets. The current pipeline represents 9.6% of total assets, with
3.3% of remaining funding. Fitch would view cautiously a pipeline
that grows close to 20% of total assets or approaching 10% of
remaining funding, absent significant pre-leasing.

RATING OUTLOOK

The Stable Outlook reflects Fitch's expectations that fixed-charge
coverage and leverage will remain at similar levels over the next
12-24 months.

RATING SENSITIVITIES

The following factors could result in positive momentum in the
ratings and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining above
   2.5x for several consecutive quarters (coverage was 2.1x in
   2012);

-- Fitch's expectation of net debt to recurring operating EBITDA
   sustaining below 5.5x (leverage was 6.8x as of Dec 31, 2012).

Conversely, the following factors may result in negative momentum
in the ratings and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining below
   1.7x;
-- Fitch's expectation of net debt to recurring operating EBITDA
   sustaining above 7.0x;
-- A liquidity shortfall.


BRYAN BEHRENS: Ken's Flower Shop Owner, Ponzi Schemer Files Ch.11
-----------------------------------------------------------------
Russell Hubbard, writing for Omaha World-Herald, reports that
Omaha businessman Bryan Behrens filed for Chapter 11 bankruptcy
protection last week while in federal prison at the Terre Haute
(Ind.) Federal Correctional Institution.  In his Chapter 11
petition, he listed debts of between $10 million and $50 million,
and assets of between $100,000 and $500,000.

The report recounts that Mr. Behrens was convicted in 2010 of
defrauding investors by selling worthless investments, diverting
customer capital for personal use and paying off old investors
with money swept up from new ones.  The Ponzi scheme cost his
clients $8 million.  The Securities and Exchange Commission said
the fraud went on from 2002 through 2007.  Mr. Behrens was
sentenced in 2010 to five years in prison. He also was ordered to
pay $6.8 million in restitution to 20 victims.

Mr. Behrens also operated Ken's Flower Shop.


CARL'S PATIO: Terrace 436 Files Schedules of Assets & Liabilities
-----------------------------------------------------------------
Terrace 436 Inc., an affiliate of Carl's Patio, Inc., filed with
the U.S. Bankruptcy Court for the District of Delaware its
schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                  $0.00
B. Personal Property          $3,500.00
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $5,211,596.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $47,767.49
                         --------------          --------------
TOTAL                         $3,500.00           $5,259,363.49

                        About Carl's Patio

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

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

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


CASELLA WASTE: S&P Lowers Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Rutland, Vt.-based solid waste services company
Casella Waste Systems Inc. to 'B-' from 'B'.  At the same time,
S&P lowered the rating on the company's $21.4 million Finance
Authority of Maine (FAME) solid waste disposal revenue bonds to
'B+' from 'BB-'.  The recovery rating remains '1'.

S&P assigned its 'B+' issue rating and '1' recovery rating to the
company's proposed $16 million revenue bond issued by Vermont
Economic Development Authority (VEDA).  The '1' recovery rating
represents very high (90%-100%) recovery in the event of a payment
default.  The revenue bonds are unsecured obligations and do not
carry letter-of-credit enhancement.  Given the proposed increase
in the amount of Casella's outstanding revenue bonds, S&P has
lowered the ratings on Casella's subordinated notes to 'CCC' from
'B-' and revised the recovery rating to '6' from '5', as the
revenue bonds are structurally superior to the claims of the
subordinated noteholders.  The '6' recovery rating represents
negligible (0%-10%) recovery in the event of a payment default.

"The downgrade reflects Casella's underperformance relative to our
expectations, and we now believe the company is unlikely to
achieve the credit measures we expected at the previous rating,"
said Standard & Poor's credit analyst Jim Siahaan.

While S&P did incorporate lower disposal volumes, special waste
volumes, and commodities prices into its previous base case
expectation, the magnitude of the company's underperformance
exceeded S&P's scenario.  Weak capacity utilization at its
landfills in western New York and lower collection volumes
accounted for much of the underperformance.  The company's funds
from operations to debt and total debt to EBITDA ratios were 7%
and 6.6x, respectively, at Jan. 31, 2013.  S&P had expected the
company to sustain respective ratios in the ranges of 10%-15% and
5.5x-6.0x at the previous 'B' corporate credit rating.

The ratings reflect S&P's view of Casella's financial risk as
"highly leveraged," marked by high debt balances, minimal free
cash generation, and less than adequate liquidity.  S&P views
Casella's business risk profile as "weak," reflecting the
company's below average profitability for a solid waste services
company and its modest scale of operations, which are partially
offset by its participation in a recession-resistant industry and
its competitive market positions in its operating regions.

The outlook is negative.  When assessing the company's liquidity
position, S&P finds the headroom under the financial covenants is
tight after the fiscal third quarter and will likely be even
tighter at the end of April when the step change on the covenant
levels becomes effective.  While S&P believes the company should
be able to obtain an amendment to the covenants if necessary, the
level of headroom provided could still be less than the 15%
typically seen in companies with "adequate" liquidity profiles.

S&P could lower the ratings in the next 12 months if economic
weakness, price competition, or adverse movements in recycled
commodities or fuel prices continues to pressure the company's
cash flow and liquidity.  S&P could also lower the ratings if it
appears that Casella will be unable to comply with financial
covenants, whether by weak operating performance or a failure to
secure an amendment.

While highly unlikely during the forecast period, S&P could raise
the ratings if Casella's liquidity profile strengthens to
"adequate" and its FFO to debt and total debt to EBITDA ratios
improve to 10% and 5.5x, respectively.  Assuming no change from
the existing debt level, this would imply sales growth of 7% from
the trailing-12-month figures at Jan. 31, 2013 and adjusted EBITDA
margins improving to 23%.  A convincing rebound in volumes is key
to driving credit quality, and the execution of this is less
certain.  Still, the company could see some benefits from lower
interest costs, improved operating performance following the
divestiture of the unprofitable Maine Energy Recovery asset, and
more effective management of administrative costs.


CENTRAL EUROPEAN: Amends Roust-Backed Exchange Offers
-----------------------------------------------------
Central European Distribution Corporation announced that the
Company and its subsidiary, CEDC Finance Corporation
International, Inc., have amended their exchange offers, commenced
on Feb. 25, 2013, to reflect terms agreed to and supported by the
Company, Roust Trading Ltd., a major investor in the Company, and
a Steering Committee of holders of approximately 30% of the
outstanding principal amount of CEDC FinCo's Senior Secured Notes
due 2016.

Under the terms of the amended exchange offers:

   * RTL will acquire 85% of the equity of CEDC in exchange for
    (i) $172 million in cash, the proceeds of which will be paid
     by CEDC to holders of the Senior Secured Notes due 2016, and
    (ii) the compromise of a $50 million secured credit facility
     previously provided by RTL to CEDC;

   * Holders of the Senior Secured Notes due 2016 who tender their
     Notes will receive (i) the option to receive a total of $172
     million in cash, from the proceeds of the RTL investment,
     pursuant to a "Dutch Auction" procedure and (ii) to the
     extent not accepted in the Cash Option or at the option of
     individual holders, their pro rata share of (a) new secured
     notes due 2018 in the aggregate principal amount of $450
     million and (b) new convertible secured notes due 2018 in the
     aggregate principal amount of $200 million;

   * Holders of CEDC's 3.00% Convertible Senior Notes due
     March 15, 2013, who tender their Notes, and RTL, as holder of
     $20 million principal amount of unsecured notes, together
     will receive their pro rata share of 10% of the equity in
     CEDC; and

   * CEDC's existing stockholders will have their stock holdings
     diluted to 5% of the equity in CEDC.

The exchange offers contemplate a financial restructuring that
will reduce CEDC's and CEDC FinCo's debt by up to approximately
$635 million.  The Company believes 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.  The Company
believes that its subsidiaries acting in Poland, Russia, Hungary
and Ukraine have sufficient cash and resources on hand to meet all
such obligations.

The terms of the amended exchange offers incorporate the terms of
an agreement previously reached between RTL and the 2016 Steering
Committee and disclosed in the Company's original offering
documents launched on Feb. 25, 2013.  After extensive discussion
with representatives of RTL and the 2016 Steering Committee and
deliberation regarding CEDC?s alternatives, CEDC determined to
proceed with an amended offer reflecting this agreement.  Other
significant, potential transaction parties have publicly expressed
interest in a possible transaction with CEDC. CEDC will continue
discussions with such parties and consideration of possible
alternatives in furtherance of the interests of all CEDC
stakeholders.

The terms of the Cash Option are further described in an amended
and restated offering memorandum dated March 8, 2013.  As further
described in the amended and restated offering memorandum, the
$450 million of New Secured Notes will bear interest of 8% per
annum, increasing to 9% in year two and 10% in year three and
thereafter.  The $200 million in New Convertible Notes will bear
interest of 10% per annum (payable in cash or in kind),
convertible after 18 months into 20% of CEDC?s equity, increasing
to 25% if converted in 2015, 30% if converted in 2016 and then 35%
if converted in 2016 or thereafter.

The Company 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 offer.  Any
such filing would be limited solely to CEDC and CEDC FinCo.  None
of the Company's Polish, Russian, Ukrainian or Hungarian
operations would become the subject of any insolvency proceedings.
In this scenario, the Company anticipates that all its operations
would continue without interruption in the ordinary course,
including the payment of all employee, vendor, and other
obligations.  The treatment of the creditors and stockholders
would be the same under the chapter 11 plan as in the amended
exchange offers, assuming that the class of Unsecured Notes votes
to accept the plan.  If such votes are not obtained, holders of
the Unsecured Notes and existing equity would receive no recovery.

CEDC has filed a revised Tender Offer Statement on Schedule TO,
together with the Offering Memorandum and related Letters of
Transmittal that are exhibits to the Tender Offer Statement on
Schedule TO, with the Securities and Exchange Commission, a copy
of which is available at http://is.gd/RREoGd

                   $172MM Deal with Roust

CEDC entered into a Securities Purchase Agreement with Roust
Trading pursuant to which Roust Trading has agreed to invest $172
million in CEDC and terminate the $50 million secured credit
facility provided by Roust Trading to the CEDC pursuant to the
facility agreement dated March 1, 2013, in exchange for common
shares in the capital of the reorganized CEDC constituting at
least 85% of the issued and outstanding New Common Stock
immediately following consummation of the Plan of Reorganization.

Consummation of the transaction is conditioned upon, among other
things, receipt of approval by the stockholders of CEDC and
implementation of certain amendments to the 2016 Senior Notes
Indenture.

As of March 8, 2013, Roust Trading Ltd. and Roustam Tariko
beneficially own 15,920,411 common shares of CEDC representing
19.5% of the shares outstanding.

A copy of the Securities Purchase Agreement is available at:

                       http://is.gd/YT2WVA

                         Form T-3 Amendment

CEDC Finance Corporation International, Inc., filed an amendment
to its Form T-3 to:

   (i) file an amendment to Central European Distribution
       Corporation and CEDC Finance Corporation International,
       Inc.'s Offering Memorandum, Consent Solicitation and
       Disclosure Statement Soliciting Acceptances of a
       Prepackaged Plan of Reorganization dated March 8, 2013;

  (ii) file a revised form of the New Senior Notes Indenture to
       replace the form of Indenture previously filed as Exhibit
       T3C to the Original T-3;

(iii) to file a form of the New Convertible Notes Indenture
       and include a description thereof;

  (iv) make edits to the cover and to the text of the Original T-3
       in conformity with edits implemented by the Amendment to
       the Offering Circular;

   (v) to include Latchey Ltd. as an additional obligor under the
       New Notes; and

  (vi) reflect the filing of the forgoing new exhibits under the
       "Contents of Application for Qualification" section of the
       Original T-3.

A copy of the Form T-3, as amended, is available for free at:

                      http://is.gd/DsaiuN

                         Key Dates

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.

                         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
$1.98 billion in total assets, $1.73 billion in total liabilities,
$29.44 million in temporary equity, and $210.78 million in total
stockholders' equity.

Mark Kaufman and the A1 Investment Company announced in March 2013
that they are offering to sponsor a chapter 11 plan of
reorganization for CEDC.  In a letter to members of the Board of
CEDC, A1 and Dr. Kaufman proposed to invest up to US$225 million
in the restructuring of CEDC in exchange for 85% of the equity of
the reorganized CEDC.

At the end of February 2013, Roust Trading Ltd. and certain
holders of senior secured notes announced a term sheet for a
proposed restructuring for CEDC where Roust Trading would provide
a new US$172 million cash investment.


CENTRAL EUROPEAN: Mark Kaufman Stake Down to 5% as of March 8
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark Kaufman disclosed that, as of
March 8, 2013, he beneficially owns 4,067,890 shares of common
stock of Central European Distribution Corporation representing 5%
of the shares outstanding.

Mr. Kaufman and W & L Enterprises Ltd. together beneficially own
7,417,549 shares of the Company's common stock, representing
approximately 9.4% of the Company's common shares, as reported by
the TCR on Jan. 30, 2013.

On March 8, 2013, Kaufman sold an aggregate of 3,449,659 Common
Shares at a weighted average sales price of $0.4391 per Common
Share for aggregate sales proceeds of $1,514,862 before
commissions and fees.

A copy of the amended regulatory filing is available at:

                      http://is.gd/pkVEjV

                         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
$1.98 billion in total assets, $1.73 billion in total liabilities,
$29.44 million in temporary equity, and $210.78 million in total
stockholders' equity.

Mark Kaufman and the A1 Investment Company announced in March 2013
that they are offering to sponsor a chapter 11 plan of
reorganization for CEDC.  In a letter to members of the Board of
CEDC, A1 and Dr. Kaufman proposed to invest up to US$225 million
in the restructuring of CEDC in exchange for 85% of the equity of
the reorganized CEDC.

At the end of February 2013, Roust Trading Ltd. and certain
holders of senior secured notes announced a term sheet for a
proposed restructuring for CEDC where Roust Trading would provide
a new US$172 million cash investment.


CENTRAL PLAINS: Moody's Continues to Review B2-Rated Bonds
----------------------------------------------------------
Moody's Investors Service continues its review of the B2 ratings
assigned to the Central Plains Energy Project Gas Project Revenue
Bonds (Project No. 1), Series 2007A and Series 2007B with a
revision to direction uncertain. On November 21, 2012 Moody's
placed the ratings of the Bonds under review for downgrade
following the downgrade of MBIA Inc. to Caa1 from B2.

Moody's has received and reviewed proposed amendments to the
structure of the transaction which would provide credit support
for (i) Royal Bank of Scotland as the commodity swap provider and
(ii) MBIA Inc. as the investment agreement provider for the
working capital account, current reserve subaccount and early
termination reserve account. The support for the commodity swap is
in the form of an amended back-end commodity swap provided by J.
Aron & Company and guaranteed by The Goldman Sachs Group, Inc. The
support for the MBIA Inc. investment agreement is in the form of
an amendment to the receivables purchase agreement among the
trustee, J. Aron & Company (the "Gas Supplier") and Central Plains
Energy Project and guaranteed by The Goldman Sachs Group, Inc.
Pursuant to the receivables purchase agreement the trustee may
sell to the Gas Supplier (i) receivables consisting of the net
amount owed by a project participant (other than Omaha
Metropolitan Utilities District) to CPEP under the gas supply
contract between CPEP and such project participant if amounts in
the senior subaccount of the debt service reserve account are
insufficient or unavailable and (ii) an MBIA receivable consisting
of a beneficial right to participate in and receive payments with
respect to all or a portion of the net amount owed by MBIA to the
trustee in connection with an interest payment date, an
extraordinary redemption of the Bonds or during the month prior to
the final maturity of the Bonds.

Pending the outcome of the solicitation of the consent of a
majority of bondholders to amend the transaction documents, the
ratings assigned to the Bonds are under review, direction
uncertain. If the requisite number of bondholders provide their
consent to the proposed amendments and the documents are executed,
Moody's expects to upgrade the rating on the Bonds to the rating
of Goldman Sachs Group, Inc. (currently A3), as the lowest rated
entity material to the rating on the Bonds. Conversely, if the
proposed amendments are not consented to by the requisite number
of Bondholders and the documents are not executed, Moody's expects
to downgrade the rating on the Bonds to that of MBIA Inc.
(currently Caa1).

For further information on Moody's approach to the incorporation
of repo provider ratings into ratings on gas prepayment bonds, see
Moody's Methodology Update: "Ratings that Rely on Guaranteed
Investment Contracts" dated December 2008.

The principal methodology used in this rating was Gas Prepayment
Bonds published in December 2008.


CENTRE PROPERTIES: Puts 3 Shopping Centers in Bankruptcy
--------------------------------------------------------
Carrie Ritchie, writing for The Indianapolis Star, reports that
Centre Properties last week filed Chapter 11 bankruptcy petitions
for three shopping centers:

     -- RiverPlace Shops at 96th Street and Allisonville Road,
     -- Raceway Market Shops at Rockville and Raceway roads, and
     -- Greenwood Crossing at Madison Avenue and County Line Road.

Officials with the company, which owns 23 other shopping centers
in the area, hope to refinance loans on the three and keep them,
said Paul Deignan, an attorney representing the properties in the
bankruptcy filings, the report said.

The report notes Bank of America began foreclosure proceedings on
the properties in January. The Chapter 11 bankruptcy will halt the
foreclosures so that Centre Properties can either approach banks
about refinancing or sell the centers at their full value, Mr.
Deignan said.  The company wants to avoid selling the properties
at a discount through a foreclosure sale.

The report relates documents filed last week in bankruptcy court
in Indianapolis show the shopping centers are worth about $16
million.  Combined, the debt on all three is about $11 million,
most to Bank of America.


CHAMPION INDUSTRIES: Douglas McElwain Quits as Senior Vice Pres.
----------------------------------------------------------------
Douglas McElwain resigned as Senior Vice President of Champion
Industries, Inc., on March 11, 2013.  Mr. McElwain intends to
remain with the Company in a senior sales position.

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.
Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal 2012,
compared with a net loss of $4.0 million in fiscal 2011.

The Company's balance sheet at Oct. 31, 2012, showed $47.9 million
in total assets, $49.3 million in total liabilities, and a
stockholders' deficit of $1.4 million.


COMPREHENSIVE CARE: Marcus Holds 1.8% Stake at Dec. 31
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Eva A. Marcus disclosed that, as of Dec. 31,
2012, she beneficially owns 1,083,437 shares of common stock of
Comprehensive Care Corporation representing 1.8% of the shares
outstanding.  A copy of the filing is available for free at:
http://is.gd/2DrchO

In an amended Schedule 13G filing, David S. Marcus disclosed that,
as of Dec. 31, 2012, he beneficially owns 1,083,437 shares of
common stock of Comprehensive Care Corporation representing 1.8%
of the shares outstanding.  A copy of the filing is available at:

                      About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

Following the 2011 results, Mayer Hoffman McCann P.C., in
Clearwater, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has not generated sufficient cash flows from
operations to fund its working capital requirements.

Comprehensive Care reported a net loss of $14.08 million in 2011,
compared with a net loss of $10.47 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $15.97 million in total
assets, $29.35 million in total liabilities and a $13.37 million
deficit.


COMMUNITY FIRST: Eslick Daniel Has 6.5% Stake at Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on March 12, 2013, Eslick E. Daniel, M.D.,
disclosed that he beneficially owns 214,736 shares of common stock
of Community First, Inc., representing 6.56% based on 3,274,305
shares of common stock outstanding as of Dec. 31, 2012.  A copy of
the filing is available for free at http://is.gd/mkF7S1

                       About Community First

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.

After auditing the Company's 2011 results, Crowe Horwath LLP, in
Brentwood, Tennessee, expressed substantial doubt about Community
First's ability to continue as a going concern.  The independent
auditors noted that the Company's bank subsidiary, Community First
Bank & Trust, is not in compliance with a regulatory enforcement
action issued by its primary federal regulator requiring, among
other things, a minimum Tier 1 Leverage capital ratio at the Bank
of not less than 8.5%, a minimum Tier 1 capital to risk-weighted
assets ratio of not less than 10.0% and a minimum Total capital to
risk-weighted assets ratio of not less than 12.0%.  "The Bank's
Tier 1 Leverage capital ratio was 4.92%, its Tier 1 capital to
risk-weighted assets ratio was 7.22% and its Total-capital to risk
weighted assets ratio was 8.51% at Dec. 31, 2011.  Continued
failure to comply with the regulatory enforcement action may
result in additional adverse regulatory action."

The Company reported a net loss of $15.0 million on $19.6 million
of net interest income (before provision for loan losses) in 2011,
compared with a net loss of  $18.2 million on $21.0 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $3.4 million for 2011, compared with
$4.7 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$560.15 million in total assets, $551.51 million in total
liabilities, and $8.64 million in total shareholders' equity.


COOPER-STANDARD HOLDINGS: Moody's Lowers Corp. Family Rating to B2
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to $175 million
of unguaranteed senior unsecured notes due 2018 to be issued by
Cooper-Standard Holdings Inc. CS Holdings Inc. is the parent
holding company of Cooper-Standard Automotive Inc. (Cooper
Standard).

In a related action Moody's lowered the Corporate Family and
Probability of Default Ratings of Cooper Standard to B2 and B2-PD,
from B1 and B1-PD, respectively, and affirmed the B2 rating on
Cooper Standard's 8.5% senior unsecured notes. Cooper Standard's
Speculative Grade Liquidity Rating was affirmed at SGL-3. The
rating outlook is changed to stable from negative.

The proposed $175 million unguaranteed senior unsecured notes to
be issued by CS Holdings, along with $25 million of cash on hand,
is expected to be used to fund the announced tender offer for a
portion of CS Holdings' outstanding common stock.

The following rating was assigned:

$175million unguaranteed senior unsecured notes due 2018, at Caa1
(LGD6, 93%)

The following ratings were lowered:

Corporate Family Rating, to B2 from B1;

Probability of Default, to B2-PD from B1-PD.

The following ratings were affirmed:

$450 million guaranteed senior unsecured notes due 2018, at B2
(LGD3, 49%)

Speculative Grade Liquidity Rating, at SGL-3

Following the completion of the tender transaction, Cooper-
Standard's Corporate Family, Probability of Default, and
Speculative Grade Liquidity Ratings will be assigned to Cooper-
Standard Holdings Inc. and withdrawn at Cooper-Standard.

Ratings Rationale:

The lowering of Cooper-Standard's Corporate Family Rating to B2
incorporates the incremental leverage and interest cost associated
with the additional debt burden associated with the stock tender
transaction. As a result, the transaction triggers previously
stated downward rating drivers of debt/EBITDA leverage above 4.0x
and EBIT/Interest coverage below 1.5x for Cooper Standard. Pro
forma for the note offering, debt/EBITDA as of December 31, 2012
is estimated to be 4.4x and EBIT/interest to be 1.4x. This
deterioration in credit metrics combined with the expectation that
Cooper Standard's weak operating performance will continue over
the coming quarters drives the one-notch lower CFR rating.

The stable rating outlook reflects Moody's belief that Cooper-
Standard's credit metric following the transaction are consistent
with the assigned rating and that the company will maintain its
leading market positions in fluid handling and vehicle sealing
systems businesses and adequate liquidity profile.

Future events that have the potential to drive a lower outlook or
rating include continued regional weaknesses in global automotive
production which are not offset by successful restructuring
actions resulting in EBIT margins below 4.0%, or EBIT/Interest
coverage approaching 1.0x. Increased borrowings or earnings
declines leading to debt/EBITDA leverage approaching 6x or a
weakening liquidity position would also drive a lower rating.

Future events that have the potential to drive a higher outlook or
rating include consistent free cash flow generation with
improvement in operating performance resulting in Debt/EBITDA
approaching 3.5x and EBIT/Interest coverage, inclusive of
restructuring, above 2.5x.

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

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


COOPER-STANDARD HOLDINGS: S&P Assigns 'BB-' CCR; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Novi, Mich.-based Cooper-Standard
Holdings Inc. (the parent of Cooper-Standard Automotive Inc.).
The outlook is negative.  S&P withdrew its 'BB-' corporate credit
rating on principal operating subsidiary Cooper-Standard
Automotive Inc.  The outlook was stable at the time of withdrawal.
S&P also assigned its 'B' issue rating and '6' recovery rating to
Cooper-Standard Holdings Inc.'s proposed $175 million issuance of
senior unsecured payment-in-kind (PIK) notes maturing 2018.  The
'6' recovery rating indicates S&P's expectation of negligible
(0-10%) recovery in a payment default scenario.  The PIK notes are
structurally subordinate to the debt of the operating company and
have no guarantee from that entity.

Cooper-Standard plans to use proceeds from the notes issuance to
finance a tender offer for stock held by equity holders of the
parent company.

S&P also affirmed its 'BB-' issue rating, with a '3' recovery
rating, on the $450 million senior unsecured notes of the
operating company.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery in a payment
default scenario.

The ratings on Cooper-Standard reflect the company's "weak"
business risk profile and "significant" financial risk profile,
according to Standard & Poor's criteria.  Cooper-Standard, a Tier
1 supplier to the global automotive light-vehicle market, makes
fluid-handling systems, body and chassis sealing systems, and
vibration control components.  "The weak business risk profile
reflects risks arising from the company's exposure to the highly
competitive, price-sensitive, and cyclical light-vehicle market,"
said Standard & Poor's credit analyst Nancy Messer.  The
significant financial risk profile is based on S&P's view that
Cooper Standard's profitability, free cash flow generation,
and credit measures can rebound by 2014.  The company has made
concerted efforts to lower its cost base in Western Europe by
shifting capacity into Eastern Europe and has a higher amount of
business that will launch in 2014 and beyond.  Cooper-Standard's
lease-and pension-adjusted total debt to EBITDA was 2.7x as of
Dec. 31, 2012, above S&P's target of 2.5x or less for the rating,
and reported free operating cash flow (FOCF) was negative
$46 million, whereas S&P had expected cash flow closer to
breakeven or positive.

As per S&P's latest estimates, U.S. light-vehicle sales will
increase by about 8% in 2013, year over year, to 15.6 million
units, and a further 3% to 16.1 million units in 2014.  Weak
European passenger vehicle registrations, which S&P expects to
decline by about 5% this year, represent a continuing risk factor
for Cooper-Standard.  The company has significant exposure to U.S.
light trucks, which S&P views as a risk if gasoline prices
approach $5 per gallon and could push consumer sentiment further
toward more fuel-efficient passenger cars in response.  The
company reduced this exposure to truck sales in recent years and
is gaining new business for passenger cars.

S&P believes Cooper-Standard is well positioned for profitability
in North America, because of restructuring initiatives, as vehicle
demand continues to rise despite the weak economy and high
unemployment.  S&P believes the continuing U.S. demand is due, in
part, to the aging of vehicles on the road, which has led to pent
up demand, and because of credit availability to consumers.
Still, the European market has weakened, and in the second quarter
of 2012 the company's restructuring focus shifted to its European
facilities where it is moving capacity from high-cost areas to
lower cost Poland and Serbia.

S&P expects Cooper-Standard's relatively low and variable cost
structure, restructuring, and focus on lean manufacturing to help
it return EBITDA margins (including S&P's adjustments) to the
levels it achieved in 2010 of 11%-12% by 2014.  EBITDA margin
dropped to 10% for 2012 because of excess costs related to plant
transitions in the U.S. and a product launch in Brazil.  S&P
expects revenue in 2013 to remain fairly flat because of weak
European demand.  In addition, 2013 revenues will reflect the
dearth of new business won while the company was in Chapter 11;
S&P expects 2014 to reflect revenue from business awarded post-
bankruptcy.

The rating incorporates S&P's view that Cooper-Standard's
financial policy is aggressive and that it will focus capital
allocation on investment in the business for future growth.  S&P
views the company's current ownership structure as concentrated
among certain shareholders, whose near-term investment goals have
diverged from those of traditional long-term shareholders seeking
return through growth and dividends.  Various former creditors
continue to own a significant portion of Cooper-Standard's common
equity following its emergence from bankruptcy.  Two of the
largest holders are Silver Point Capital L.P. and Oak Hill
Advisors L.P., which together held about 34% in late 2012.  It is
possible the proposed tender offer may reduce the concentration of
shareholders.

S&P's rating outlook on Cooper-Standard is negative, reflecting a
one-in-three chance that S&P would lower the rating in the year
ahead.  S&P could lower the ratings if it came to believe the
company will not improve its financial performance such that
EBITDA margins (by S&P's calculation) reach 11%-12% for 2013 and
2014, revenue growth remains the low-single-digit area, and debt
to EBITDA trends toward 2.5x.  S&P could lower the rating if came
to believe that the company's FOCF would be meaningfully negative
in 2013, if the company's shareholder base remains concentrated,
or if further debt leverage is taken on to pay shareholder
dividends or repurchase common shares.

S&P could revise the outlook to stable if it believes Cooper-
Standard can achieve and sustain meaningful free cash generation
indicated by FOCF to total debt between 5% and 10%.  S&P would
also need to conclude that the company could sustain pension- and
lease-adjusted debt to EBITDA of 2.5x or less.  Any further use of
cash or incremental debt for shareholder dividends or share
repurchases would be inconsistent with a stable outlook because
S&P believes the continuing presence of certain financial sponsors
in its shareholder base indicates that financial policies will
remain aggressive.


COREL CORP: S&P Lowers Corporate Credit Rating to 'CCC+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Ottawa-based packaged software provider
Corel Corp. by one notch to 'CCC+' from 'B-'.  The outlook is
stable.

At the same time, Standard & Poor's affirmed its 'B-' issue-level
rating on Corel's first-lien term loan and revised its recovery
rating on the debt to '2' from '3'.  A '2' recovery rating
indicates S&P's view of substantial (70%-90%) recovery in a
default scenario.  The improved recovery reflects lower assumed
debt outstanding at default.

"We base the downgrade on the company's weaker-than-expected
operating performance in recent quarters and our expectation that
results will remain soft through fiscal 2013, which could lead to
a near-term covenant breach and refinancing risk," said Standard &
Poor's credit analyst David Fisher.

The ratings on Corel reflect what Standard & Poor's views as the
company's "vulnerable" business risk profile, "highly leveraged"
financial risk profile, and "weak liquidity," as defined by S&P's
criteria.

Corel is a graphics, productivity, and digital media packaged
software developer with more than 28 million active users
worldwide.  Products include established software brands such as
WinZip, CorelDRAW Graphics Suite, Corel WordPerfect Office Suite,
Corel Paint Shop Pro, Corel Painter, and iGrafx.  For the 12
months ended Nov. 30, 2012, the company reported revenue and
adjusted EBITDA of about US$206 million and US$24 million,
respectively.

The stable outlook reflects S&P's expectation that Corel will
remain profitable in the near term and capable of addressing
covenant issues given its sizable cash balance.

S&P could lower the ratings further if it becomes increasingly
apparent that Corel will breach its fixed charge covenant and is
unable to secure a waiver or other form of resolution, if earnings
deteriorate more rapidly than S&P expects, or if the company fails
to refinance its term loan in early 2014 given its maturity in May
of that year.  These events could lead to significant financial
stress in S&P's view.

S&P is unlikely to raise the ratings in the near term given its
expectation of continued operating weakness due to the company's
mature product portfolio.  However, S&P could consider an upgrade
if Corel's earnings stabilize due to the launch of new or
refreshed products that gain sales traction.

Corel is a private company and releases limited financial
information publicly.


CORNERSTONE CHEMICAL: S&P Rates $230MM Sr. Secured Notes 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Cornerstone Chemical Co. (Cornerstone).
At the same time, S&P assigned its 'B-' issue-level rating to the
company's $230 million senior secured notes due 2018, with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.  The outlook is stable.

"Cornerstone used the proceeds from the notes offering to
refinance its existing debt, fund an $83 million dividend to
sponsors, and pay fees and expenses," said Standard & Poor's
credit analyst Danny Krauss.

The company also put in place a new asset-based lending (ABL)
revolving credit facility (unrated), which was undrawn at close.

The ratings on Cornerstone reflect S&P's assessment of the
company's business risk profile as "vulnerable" and financial risk
profile as "aggressive."  The ratings also reflect S&P's
assessment of liquidity as less than "adequate," as volatile raw
material prices and inventory builds prior to turnaround periods
lead to significant draws on the ABL within each month.  With
annual revenues of about $600 million (for the 12 months ended
Nov. 30, 2012), Cornerstone is a producer of intermediate and
building block chemicals, primarily acrylonitrile, melamine, and
sulfuric acid.

"The outlook is stable.  We expect that the company should benefit
over the next year from what we believe will be modest economic
growth in the U.S., including a gradual recovery in the housing
market.  We assume that management and the company's owners will
be supportive of credit quality and, therefore, we have not
factored into our analysis any additional dividends or debt-funded
acquisitions.  Based on our scenario forecasts, over the next 12
months the company will maintain credit metrics in line with our
expectations at the current rating, including FFO to total
adjusted debt of above 12% and adjusted debt to EBITDA of 4x-5x,"
S&P said.

"We could raise the ratings by one notch if the company is able to
improve earnings and generate moderately positive free cash flow
in 2013, allowing it to maintain adequate liquidity levels even
after considering monthly working capital swings.  Based on our
scenario forecasts we could consider a higher rating if EBITDA
margins rise by 100 basis points from 2012 levels, along with
a 5% increase in revenues.  In such a scenario, we would expect
FFO to debt to approach 20%," S&P added.

The ratings could come under pressure if the downside risks to
S&P's forecast were to materialize, such as a significant
operating disruption to the manufacturing site, or a substantial
reduction in demand for one of the company's key products.  S&P
also views the possibility of a spike in raw material costs,
particularly around the time when the company is undertaking
inventory building as part of a turnaround, as a key risk factor
for liquidity.  Based on S&P's downside scenario, it could
consider a negative rating action if revenues fell by 15% or more,
coupled with a drop in EBITDA margins of 200 basis points from
S&P's current expectations.  At this point, S&P would expect the
FFO-to-debt ratio to drop to the mid-single digits.


CUI GLOBAL: Amends Form 10-K for 2012
-------------------------------------
CUI Global, Inc., filed an amendment no. 1 on Form 10-K/A to its
annual report on Form 10-K for the year ended Dec. 31, 2012, filed
with the Securities and Exchange Commission on Feb. 19, 2013, to
delete Item 9A(T) Controls and Procedures and revise Item 9A
Controls and Procedures.

In addition, pursuant to the rules of the SEC, Item 15 of the
Original Filing has also been amended to contain currently dated
certifications from the Company's Chief Executive Officer and
Chief Financial Officer, as required by Sections 302 and 906 of
the Sarbanes-Oxley Act of 2002.

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

                       http://is.gd/YlPaKY

                        About CUI Global

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

CUI Global incurred a net loss allocable to common stockholders of
$2.52 million in 2012, as compared with a net loss allocable to
common stockholders of $48,763 in 2011.  The Company's balance
sheet at Sept. 30, 2012, showed $36.61 million in total assets,
$11.79 million in total liabilities and $24.82 million in total
stockholders' equity.


CUBIC ENERGY: Board OKs Separation Plan for All Employees
---------------------------------------------------------
The Board of Directors of Cubic Energy, Inc., approved a
separation plan for the Company's employees.  The Separation Plan
applies to all employees of the Company, other than employees
entitled to severance benefits under a then-effective employment
agreement.  The Separation Plan provides that in the event that an
eligible employee's employment with the Company, and any
successor, is terminated in connection with a change in control of
the Company, that employee would be entitled to receive a cash
separation payment.  The amount of the payment to Larry Badgley,
should he be entitled to receive such a cash separation payment,
would be equal to his base salary for the 12 months prior to his
termination, and the amount of the payment to all other eligible
employees would be equal to 50% of his base salary for the 12
months prior to his termination.  A summary of the key terms of
the Separation Plan is available at http://is.gd/iOUJDo

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Philip Vogel & Co. PC, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has experienced recurring net losses from operations and
has uncertainty regarding its ability to meet its loan obligations
which raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at Dec. 31, 2012, showed $18.48
million in total assets, $28.85 million in total liabilities, all
current, and a $10.36 million total stockholders' deficit.

                         Bankruptcy Warning

"Our debt to Wells Fargo, with a principal amount of $25,865,110,
is due on March 31, 2013, and the Wallen Note, with a principle
amount of $2,000,000, is due April 1, 2013, and both are
classified as current debt.  As of December 31, 2012, we had a
working capital deficit of $26,312,271.

Our ability to make scheduled payments of the principal of, to pay
interest on or to refinance our indebtedness depends on our
ability to obtain additional debt and/or equity financing, which
is subject to economic and financial factors beyond our control.
Our business will not generate cash flow from operations
sufficient to pay our obligations to Wells Fargo and under the
Wallen Note.  We may be required to adopt one or more
alternatives, such as selling assets, restructuring debt or
obtaining additional equity capital on terms that may be onerous
or highly dilutive.  Our ability to refinance our indebtedness
will depend on the capital markets and our financial condition in
the immediate future, as well as the value of our properties. We
may not be able to engage in any of these activities or engage in
these activities on desirable terms, which could result in a
default on our debt and have an adverse effect on the market price
of our common stock.

"We may not be able to secure additional funds to make the
required payments to Wells Fargo.  If we are not successful, Wells
Fargo may pursue all remedies available to it under the terms of
the Credit Facility including but not limited to foreclosure on
our assets or force the Company to seek protection under
applicable bankruptcy laws.  If either of those were to occur, our
shareholders might lose their entire investment," the Company said
in its quarterly report for the period ended Dec. 31, 2012.


DAYTOP VILLAGE: Hires Epiq Bankruptcy as Administrative Advisor
---------------------------------------------------------------
Daytop Village Foundation Incorporated asks the U.S. Bankruptcy
Court for permission to employ Epiq Bankruptcy Solutions, LLC as
administrative advisor.

The firm will provide various services, including:

   a. assisting with, among other things, solicitation, balloting
      and tabulation and calculation of votes, as well as
      preparing any appropriate reports, as required in
      furtherance of confirmation of plan(s) of reorganization;

   b. generating an official ballot certification and testifying,
      if necessary, in support of the ballot tabulation results;
      and

   c. gathering data in conjunction with the preparation, and
      assist with the preparation, of the Debtors' schedules of
      assets and liabilities and statements of financial affairs.

Epiq intends to apply to the Court for allowances of compensation
and reimbursement of out-of-pocket expenses incurred after the
Petition Date in connection with the services.  As set forth in
the Services Agreement, Epiq will charge the Debtor at these
rates:

   Title                            20% Discounted Rates
   -----                            --------------------
   Clerical                                 $32-$48
   Case Manager                             $76-$116
   IT/Programming                           $80-$152
   Snr. Case Manager/Consultant            $132-$176
   Senior Consultant                       $200-$275
   Vice President                             $236

                     About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012, has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DAYTOP VILLAGE: Court Approves Barbara S. Jones as Examiner
-----------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, sought
and obtained an order approving the appointment of Barbara S.
Jones as examiner in the bankruptcy case of Daytop Village
Foundation Incorporated.  To assist in examiner, Ms. Jones will
employ Zuckerman Spaeder as principal counsel.

The U.S. Trustee attests that Ms. Jones is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.


DC DEVELOPMENT: Proposes to Pay MacKenzie $30,000 for Role in Sale
------------------------------------------------------------------
D.C. Development, LLC et al., asked the U.S. Bankruptcy Court for
permission to employ MacKenzie Capital, LLC, as brokers, in order
to pay the firm $30,000.

Pursuant to an Agreement of Sale and Purchase among the Debtors
and EPT Ski Properties, Inc. dated November 6, 2012, as amended,
the Debtors agreed to sell and assign the Fee Property and the
Personal Property, as defined in the Purchase Agreement, to EPT.
The sale has closed.

The Debtors previously filed an application for authority to
employ SSG Capital Advisors, LLC, as exclusive investment banker
to the Debtors and the Court entered an order authorizing such
retention.

The Debtors are seeking Court authority to retain MacKenzie
pursuant to certain provisions of the SSG Engagement because
MacKenzie introduced the Debtors to Pacific Group.  The sale to
EPT involved Pacific Group entering into a simultaneous agreement
with EPT whereby Pacific Group would lease the purchased assets
from EPT.  Therefore, the Debtors, with the consent of SSG, wish
to retain MacKenzie and compensate the firm in the amount of
$30,000, as permitted by the SSG Engagement.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operated a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011, after defaulting on
nearly $30 million in loans from BB&T Corp. to build the golf
course community.  D.C. Development disclosed $91,155,814 in
assets and $46,141,245 in liabilities as of the Chapter 111
filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel


DEEP DOWN: Extends Maturity of Whitney Credit Facility to 2014
--------------------------------------------------------------
Deep Down, Inc., entered into a fifth amendment to the Amended and
Restated Credit Agreement with Whitney Bank pursuant to which the
Company and Whitney agreed:

   * To increase the committed amount under the revolving credit
     facility to $5,000,000, and extend the maturity date of that
     Revolving Credit Facility to April 15, 2014.

   * To increase the committed amount under the real estate term
     facility to $2,000,000 and extend the maturity date of that
     RE Term Facility to April 15, 2018, and the Company is
     obligated to make monthly increasing repayments of principal
     starting at $8,127, beginning April 1, 2013;

   * To make a new single-advance term loan to Deep Down in the
     original principal amount of $250,000 for the purpose of
     effecting a purchase of two tensioners.  The Equipment Term
     Loan has an interest rate of 4.0% per annum and maturity date
     of April 15, 2018, and the Company is obligated to make
     monthly increasing repayments of principal starting at
     $3,771, beginning April 1, 2013.

   * To change the definition of EBITDA to allow a non-recurring
     expense in the amount of $117,000 for closing the operations
     of Mako Technologies, LLC, in Morgan City, LA, and
     consolidating with the Channelview, TX, operations for the
     fiscal quarter ended Dec. 31, 2012, and a non-recurring
     charge of $2,156,000 for the write-down related to impairment
     of intangible assets associated with consolidating the
     operations of Mako Technologies, LLC for the fiscal quarter
     ended Dec. 31, 2012.

As of the effective date of the Fifth Amendment, the outstanding
principal balance of the RE Term Facility was $1,729,629.  Whitney
agreed to make a single advance to the Company in an amount equal
to $270,371 (bringing the balance of the RE Term Facility as of
the effective date of the Fifth Amendment to $2,000,000) to assist
in effecting the purchase of the Equipment.  As with Deep Down's
other outstanding indebtedness under the credit agreement,
outstanding amounts of the Equipment Term Loan are secured by a
security interest in all of Deep Down's assets.  The interest rate
in all of the loans remains the same at 4.0% per annum.

A copy of the Fifth Amendment is available for free at:

                        http://is.gd/7fjFE2

                         About Deep Down

Houston, Tex.-based Deep Down -- http://www.deepdowncorp.com/--
is an oilfield services company specializing in complex deepwater
and ultra-deepwater oil production distribution system support
services, serving the worldwide offshore exploration and
production industry.

The Company reported net income of $2.13 million in 2011, compared
with a net loss of $17.41 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $33.64 million in total assets,
$7.12 million in total liabilities and $26.52 million in total
stockholders' equity.


DENNY'S CORP: Reports $22.3 Million Net Income in Fiscal 2012
-------------------------------------------------------------
Denny's Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$22.31 million on $488.36 million of total operating revenue for
the year ended Dec. 26, 2012, as compared with net income of
$112.28 million on $538.53 million of total operating revenue for
the year ended Dec. 28, 2011.

The Company's balance sheet at Dec. 26, 2012, showed $324.88
million in total assets, $329.34 million in total liabilities and
a $4.46 million total shareholders' deficit.

"As we are heavily franchised, our financial results are
contingent upon the operational and financial success of our
franchisees.  We receive royalties, contributions to advertising
and, in some cases, lease payments from our franchisees.  We have
established operational standards, guidelines and strategic plans
for our franchisees; however, we have limited control over how our
franchisees' businesses are run.  While we are responsible for
ensuring the success of our entire chain of restaurants and for
taking a longer term view with respect to system improvements, our
franchisees have individual business strategies and objectives,
which might conflict with our interests.  Our franchisees may not
be able to secure adequate financing to open or continue operating
their Denny's restaurants.  If they incur too much debt or if
economic or sales trends deteriorate such that they are unable to
repay existing debt, it could result in financial distress or even
bankruptcy.  We anticipate that our franchisees will be impacted
by the implementation of the health care reform legislation.  If a
significant number of franchisees become financially distressed,
it could harm our operating results through reduced royalties and
lease income."

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

                        http://is.gd/4nBaPf

                    About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.


DEWEY & LEBOEUF: E&Y to Provide Add'l Services for $25,000
----------------------------------------------------------
Dewey & LeBoeuf LLP sought and obtained approval from the U.S.
Bankruptcy Court to amend the employment of Ernst & Young LLP as
tax services provider to include additional services pursuant to
an addendum.  EY LLP's fees (not expenses) for the additional
services are capped at $25,000.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DIAL GLOBAL: Gores Radio Holds 75.3% Class A Shares at Feb. 28
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Gores Radio Holdings, LLC, and its affiliates
disclosed that, as of Feb. 28, 2013, they beneficially own
17,141,549 shares of Class A common stock of Dial Global, Inc.,
representing 75.3% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/xBZS4p

                         About Dial Global

Dial Global, Inc., headquartered in New York City, is an
independent, full-service network radio company that distributes,
produces, or syndicates programming and services to more than
8,500 radio stations nationwide.  The Company produces and
distributes over 200 news, sports, music, talk and entertainment
radio programs, services and digital applications, as well as
audio content from live events, turn-key music formats (the 24/7
Radio Formats), prep services, jingles and imaging.  In addition,
the Company is the largest sales representative for independent
third party providers of audio content.  The Company has no
operations outside the United States, but sells to customers
outside of the United States.

The Company's balance sheet at Sept. 30, 2012, showed
$380.9 million in total assets, $385.2 million in total
liabilities, $10.5 million of Series A Preferred Stock, and a
stockholders' deficit of $14.8 million.

"...[I]f an event of default under the Credit Facilities occurs
and results in an acceleration of the Credit Facilities, a
material adverse effect on us and our results of operations would
likely result or we may be forced to (1) attempt to restructure
our indebtedness, (2) cease our operations or (3) seek protection
under applicable state or federal laws, including but not limited
to, bankruptcy laws.  If one or more of foregoing events were to
occur, this would raise substantial doubt about the Company's
ability to continue as a going concern," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


DILLARD'S INC: Fitch Raises Issuer Default Rating From 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded the Long-term Issuer Default Rating
(IDR) for Dillard's, Inc. to 'BBB-' from 'BB+'. Fitch has also
upgraded the issue ratings by one notch. The Rating Outlook is
Stable.

KEY RATING DRIVERS

The upgrades reflect Dillard's consistent improvement of
comparable store sales (comps) and EBITDA. Comps have increased
for 10 consecutive quarters and have exceeded the industry average
for most of this time frame, after years of underperforming its
large industry peers. While Dillard's credit metrics - with
adjusted debt to EBITDAR between 2.7x in 2009 improving to 1.2x in
2012, and fixed charge coverage range of 3.5x improving to 7.6x
during the same time period - have always compared favorably to
higher rated investment grade peers, Fitch views the ability to
defend and grow market share as a key tenet of achieving
investment grade ratings. Dillard's has shown significant progress
in driving positive top line momentum and Fitch expects Dillard's
to sustain comps growth in the low single-digit range over the
next 24 to 36 months and see modest improvement in EBITDA.

Fitch expects Dillard's leverage to remain well within 2.0x over
the intermediate term. While Dillard's credit metrics remain
strong for even the 'BBB-' rating category, the ratings continue
to incorporate Dillard's below-industry average sales productivity
(as measured by sales per square foot) and operating profitability
relative to its higher rated investment-grade department store
peers.

Dillard's is the sixth largest department store chain in the U.S.
in terms of sales with revenue of $6.5 billion on 284 stores and
18 clearance centers in 29 states in the southeast, central and
southwestern U.S. Dillard's comps have continued their positive
trajectory, up 4% in 2012, following a 4% and 3% comps growth in
2011 and 2010, respectively, after 10 years of negative trends.
The improvement has been driven by improved merchandise
assortment, better in-store execution, and strong inventory
control.

Dillard's has attempted to move more upscale in order to
differentiate itself from moderate, traditional department stores
by procuring products found in specialty boutiques and up-market
retailers such as Nordstrom. Dillard's more recent focus on
reinvigorating its brands and cutting through excess inventory
appears to be yielding positive top-line results. The company has
also taken a more aggressive stance toward closing underperforming
stores, closing a net 24 units or 7% of its square footage since
the end of 2007. However, Dillard's annual sales per square foot
at approximately $125 are significantly lower than other well-
operated mid-tier department store peers, which are in the $180-
$200 range (based on gross square footage). This should provide
further opportunity for improvement.

Dillard's has made strong progress on improving profitability both
on gross margin and expense control. The company's EBITDA margin
of 11.9% in 2012 is the highest level generated in more than a
decade, which has significantly narrowed the gap to strong
operators that have EBITDA margins in the 13.5% to 15% range.
Looking at the core retail business (excluding CDI Contractors,
Dillard's general contracting construction operations, and other
income), 2012 EBITDA of approximately $640 million and EBITDA
margin of 9.8% are significantly higher than 2005/2006 levels of
$460 million and EBITDA margin of 6%, on a revenue base that is
approximately 15% lower than six years ago.

From a store investment perspective, Dillard's modestly increased
its capex to $137 million in 2012 after pulling capex down
significantly to $75 million in 2009 and roughly the $100 million-
$120 million level in 2010 - 2011. Capex is expected to increase
to the $175 million range in 2013 to support increasing
investments in store updates (in the higher sales generating or
more productive areas of the store), online growth initiatives and
some modest new store openings expected in 2014/2015. The
company's real estate portfolio is in an adequate shape and the
real upside will come from executing on its merchandising
strategy, in Fitch's view.

Liquidity remains strong, supported by a cash balance of $124
million as of Feb. 2, 2013 and $819 million available under its
$1.0 billion credit facility. The company has generated $400
million in FCF (after regular dividends) on average over the last
four years. Fitch expects Dillard's to generate strong FCF of
approximately $325 million - $350 million annually in the next two
years assuming modest working capital uses and higher capex.

Prior to 2010, Dillard's dedicated the bulk of its FCF to debt
reduction, paying down more than $3 billion in debt since 1998 to
a level where consolidated book debt (excluding short-term
borrowings on the credit facility and capital leases) is
approximately $815 million. In addition, Dillard's has directed
excess cash towards share repurchases since 2010 and a special
dividend of $243 million in 2012. With Dillard's next debt
maturity only in 2018 (when $248 million in unsecured notes comes
due), Fitch expects Dillard's to direct excess cash flow toward
share buybacks and increased dividends including any one-time
special dividends.

The $1 billion senior credit facility, which is due to mature on
April 11, 2017, is rated one notch above the IDR at 'BBB' as the
facility is secured by 100% of the inventories at Dillard's,
Inc.'s unrestricted operating subsidiaries. The $615 million of
senior unsecured notes are rated at par with the IDR, while the
$200 million in capital securities due 2038 are rated two notches
below the IDR reflecting their structural subordination. Fitch
notes that Dillard's owns 88% of its retail square footage, which
is currently unencumbered.

RATING SENSITIVITIES

A positive rating action could result in the event that Dillard's
generates above industry average comparable store gains and EBITDA
margins improve to the 14% - 15% range.

A negative rating action could result in the event of a return to
negative sales trends and/or a more aggressive financial posture,
leading to an increase in leverage ratio of more than 2.5x and/or
reduced financial flexibility.

Fitch has upgraded the company's IDR and issue ratings as:

-- Long-term IDR to 'BBB-' from 'BB+';
-- $1 billion secured credit facility to 'BBB' from 'BBB-';
-- Senior unsecured notes to 'BBB-' from 'BB+';
-- Capital securities to 'BB' from 'BB-'.

The Rating Outlook is Stable.


DIMMITT CORN: Hires D. Williams as Accountants
----------------------------------------------
Dimmitt Corn Mill LLC asks the U.S. Bankruptcy Court for
permission to employ D. Williams & Co. P.C., as accountants.

The firm, among other things, will provide these services:

a. assistance in the preparation of necessary financial
   statements, monthly operating and cash flow statements,
   business plans, reports, and papers in the administration of
   the estate, including bookkeeping and controller functions,

b. assistance in the preparation of a plan of reorganization and
   all related financial documents, and

c. performance of all other necessary or desirable accounting
   services in this case, including a review or, if necessary, an
   audit of funds deposited in or withdrawn from the Debtor.

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

D. Williams & Co., P.C., has informed the Debtor it will charge
$50 to $215 per hour for the firm's services.

Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 13-20055) in Amarillo, Texas,
on Feb. 15, 2013.  The Debtor estimated assets and debts in excess
of $10 million.  David R. Langston, Esq., at Mullin, Hoard &
Brown, in Lubbock, Texas, serves as counsel.  The petition was
signed by Richard Bell as president.  Judge Robert L. Jones
presides over the case.


DJD-038 TRUST: Involuntary Chapter 11 Case Dismissed
----------------------------------------------------
A clerk's order for administrative dismissal of the involuntary
Chapter 11 case filed against DJD-038 Trust was entered Feb. 15,
2013.  A notice was served to interested parties in January but
review of the court's docket indicates no responses were filed
with the bankruptcy court.

"Therefore, the bankruptcy case of DJD-038 Trust is hereby
dismissed and can be administratively closed," the order said.

Three alleged creditors filed an involuntary Chapter 11 petition
against DJD-038 Trust (Bankr. D. Ariz. Case No. 11-06715) on
March 16, 2011.  The three alleged creditors -- represented by the
Law Offices of S. Matt Collins LLC -- are Matt Doney (owed
$25,000), Bill Collamer ($12,500) and Shawn Riley Consulting
($4,760).


DNL INDUSTRIES: Hires C-Suite as Crisis Manager
-----------------------------------------------
DNL Industries LLC asks the U.S. Bankruptcy Court for permission
to employ C-Suite Resources LLC as crisis managers to provide
interim management and restructuring services and designating
Roger D. Timpson as Chief Restructuring Officer to the Debtor.

The firm, among other things, will provide these services:

a. supervise and organize the Debtor's resources and activities so
   as to effectively and efficiently plan, coordinate and manage
   the chapter 11 process and communicate with lenders, suppliers,
   members and other parties in interest.  This includes oversight
   in the preparation of the Statement of Financial Affairs,
   Schedule of Assets and Liabilities and Monthly Operating
   Reports;

b. provide management services in designing and implementing
   programs to manage or divest assets, and restructure as
   necessary with the objective of rehabilitating the business;
   and

c. interact with official committees, other constituencies and
   their professionals, including the preparation of financial and
   operating information required by such parties and/or the
   Bankruptcy Court.

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

CSR's fee structure consists of a fixed monthly fee of $12,500,
which CSR has agreed to accrue until the earlier of (a) a sale of
substantially all assets of the Debtor or (b) consummation of a
plan of reorganization.  The monthly fee is consistent with, and
typical of, arrangements entered into by CSR and other comparable
consulting firms that render similar services under similar
circumstances.

Under the Engagement Letter, CSR is also entitled to a success fee
equal to 10% of the value, if any, distributed to or retained by
holders of equity interests in the Debtor.

DNL Industries, LLC, 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.


DNL INDUSTRIES: Hiring Herrick Feinstein as Bankruptcy Counsel
--------------------------------------------------------------
DNL Industries filed papers in U.S. Bankruptcy Court seeking
permission to employ Herrick, Feinstein LLP as principal
bankruptcy counsel.

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

The firm's rates are:

  Professional             Rates
  ------------             -----
  members and counsel   $495 to $990
     associates         $290 to $580
  legal assistants      $180 to $355

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, 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.


DR TATTOFF: Harry Zimmerman Named Chief Operating Officer
---------------------------------------------------------
Dr. Tattoff appointed Harry L. Zimmerman as its Chief Operating
Officer on March 5, 2013.

Mr. Zimmerman, age 58, served as a consultant to the Company from
June 2012 through December 2012.  On Jan. 1, 2013, he became
Executive Vice President of the Company.  From July 2011 through
March 2012 he served as Chief Financial Officer and General
Counsel of Westech Capital Corporation, a company in the
securities industry.  From October 2008 through July 2010 Mr.
Zimmerman served as Chief Financial Officer of Pet DRx Corporation
(NCM: VETS), an owner and operator of veterinary care clinics.
Mr. Zimmerman served as Executive Vice President and General
Counsel of Encore Medical Corporation (NASDAQ: ENMC), a worldwide
orthopedics medical device company, from October 2000 through
November 2007 and served as Vice President - General Counsel of
Encore Medical Corporation from April 1994 until October 2000.

Mr. Zimmerman is licensed as a Certified Public Accountant and
attorney in the State of Texas.  He has a B.S. (with honors) in
Economics from the Wharton School of the University of
Pennsylvania and a J.D. (with honors) from the University of Texas
School of Law.  Mr. Zimmerman is not related to any director,
executive officer, or person, or person nominated or chosen by the
Company to become a director or executive officer.

                         About Dr. Tattoff

Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."

As reported in the TCR on April 9, 2012, SingerLewak LLP, in Los
Angeles, Calif., expressed substantial doubt about Dr. Tattoff's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses and
negative cash flows from operations, and has an accumulated
deficit of approximately $4,568,000 at Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $2.54
million in total assets, $2.64 million in total liabilities and a
$105,114 total shareholders' deficit.


DREIER LLP: Court Approves Starr & Starr as Special Counsel
-----------------------------------------------------------
The trustee for Dreier LLP sought and obtained approval from the
Bankruptcy Court to employ Starr & Starr Pllc as special counsel
in connection with collection of certain judgments.

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DUNE ENERGY: Amends 18.7 Million Common Shares Prospectus
---------------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.1 to the Form S-1 registration statement
relating to the resale of up to 18,749,997 shares of common stock,
par value $0.001 per share, of the Company offered by Simplon
International Limited, Highbridge International, LLC, West Face
Long Term Opportunities Global Master L.P., et al.

The Company will not receive any of the proceeds from the sale of
the common stock offered by the selling stockholders.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "DUNR."  On March 7, 2013, the closing price of
the Company's common stock on the bulletin board was $2.00.

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

                        http://is.gd/6vC8bl

                        About Dune Energy

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

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $241.08 million in total
assets, $118.88 million in total liabilities and $122.19 million
in total stockholders' equity.


DYNASIL CORP: Director's Departure Triggers Noncompliance Notice
----------------------------------------------------------------
With the completion of John Millerick's term as a member of the
Board of Directions as of the Annual Meeting of Stockholders on
March 5, 2013, Dynasil Corporation of America has been
evaluating existing and possibly new members of the Board of
Directors to serve on its Audit Committee in order to comply with
Nasdaq Listing Rule 5605(c)(2), which requires, in relevant part,
that an Audit Committee consist of at least three members.

In its proxy statement for the Annual Meeting, the Company
indicated that following the Annual Meeting it may only have two
members on its Audit Committee for some time while it evaluates
candidates and, therefore, may avail itself of the grace period
set forth in Nasdaq Listing Rule 5605(c)(4) to regain compliance
with this requirement.

On March 6, 2013, the Company received a notice from The Nasdaq
Stock Market stating that the Company's Audit Committee did not
satisfy the three member requirement set forth in Nasdaq Listing
Rule 5605 following the Annual Meeting and that it was required to
regain compliance within the grace period.

Effective March 11, 2013, the Company's Board of Directors
appointed existing independent Board member David Kronfeld to
serve on the Audit Committee as its third member in order to
regain compliance with this listing requirement.  The Company
continues to evaluate possible new members of the Board of
Directors to serve on the Audit Committee.

                      Annual Meeting Results

On March 5, 2013, the Company held its Annual Meeting, at which
the stockholders:

   (1) elected six directors to serve until the next
       Annual Meeting, namely: Craig T. Dunham, Lawrence Fox,
       William Hagan, Michael Joyner, David Kronfeld and
       Peter Sulick;

   (2) ratified the appointment of McGladrey LLP as the Company's
       independent registered public accounting firm for the
       fiscal year ending Sept. 30, 2013; and

   (3) approved an advisory vote regarding the compensation of the
       Company's named executive officers.

                           About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

The Company reported a net loss of $4.30 million for the year
ended Sept. 30, 2012, as compared with net income of $1.35 million
during the prior fiscal year.  Dynasil's balance sheet at
Sept. 30, 2012, showed $37.46 million in total assets, $18.62
million in total liabilities and $18.84 million in total
stockholders' equity.

                        Going Concern Doubt

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing default with the financial
covenants under the Company's outstanding loan agreements and a
loss from operations which factors raise substantial doubt about
the Company's ability to continue as a going concern.

                             Default

The Company is in default of the financial covenants under the
terms of its outstanding indebtedness with Sovereign Bank, N.A.,
and Massachusetts Capital Resource Company for its fiscal fourth
quarter ended Sept. 30, 2012.  These covenants require the Company
to maintain specified ratios of earnings before interest, taxes,
depreciation and amortization (EBITDA) to fixed charges and to
total/senior debt.  A default gives the lenders the right to
accelerate the maturity of the indebtedness outstanding.
Furthermore, Sovereign Bank, the Company's senior lender has an
option option to impose a default interest rate with respect to
the senior debt outstanding, which is 5% higher than the current
rate.  None of the lenders has has taken any actions as of January
15.

The Company had approximately $9 million of indebtedness with
Sovereign Bank and $3.0 million of indebtedness with Massachusetts
Capital, which is subordinated to the Sovereign Bank loan, as of
as of Sept. 30, 2012.  The Company said it is current with all
principal and interest payments due on all its outstanding
indebtedness, through January 15.

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders.  If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," the Company said in the regulatory
filing


EAST COAST BROKERS: Tomato Grower in Chapter 11
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that East Coast Brokers & Packers Inc., along with
affiliates that own 10,000 acres of tomato farms in Florida and
Virginia, sought Chapter 11 protection beginning on March 6.

Headquartered in Mulberry, Florida, the farms peak annual revenue
of $115 million was generated in 2009 when they were farming 7,000
acres.  Having farms in the two states enabled the companies to
produce tomatoes year around.

According to the report, the facilities include six packing
plants, including a 312,000 square-foot plant in Plant City,
Florida, that has optical tomato sorters, according to a court
filing.  Liabilities include $46 million in mortgages owing to
Metropolitan Life Insurance Co.  There is $8.2 million on other
mortgages and $7.6 million in federal tax liens.  General
unsecured claims amount to $4 million, according to a court
filing.

Farming operations ceased in July 2012.  The company was forced
into bankruptcy by $16.7 million in judgments.

The real property is assessed for $95.3 million, and personal
property has a book value of $12.8 million, papers show.  The
companies are owned by members of the Madonias family.

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
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: Incurs $1.4 Billion Net Loss in 2012
---------------------------------------------------
Eastman Kodak Company filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to the Company of $1.38 billion on $4.11 billion of
total net sales for the year ended Dec. 31, 2012, as compared with
a net loss attributable to the Company of $764 million on $5.14
billion of total net sales in 2011.  For 2010, the Company
incurred a net loss attributable to the Company of $687 million on
$5.99 billion of total net sales.

The Company's balance sheet at Dec. 31, 2012, showed $4.28 billion
in total assets, $7.96 billion in total liabilities and a $3.67
billion total deficit.

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

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

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

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

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

                        http://is.gd/z2D9aB

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Stock Raises on Greater Fool Theory
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported March 20 that the stock of bankrupt Eastman Kodak
Co. has been on a tear, more than doubling in price over the last
seven trading sessions.  Oddly, the increase coincides with
Kodak's Form 10-K filed with the U.S. Securities and Exchange
Commission after the close of trading on March 11 when the company
said it's "unlikely we will propose to make any distribution on
account of the stock."

The report notes that Kodak stock had been trading in the
neighborhood of 20 cents since November, with two brief excursions
to 25 cents.  The uptick began in earnest March 13 with a 19.27%
increase, closing that day at 24.95 cents in over the counter
trading.  The increase was only beginning.  From 20.2 cents where
the stock closed just before the Form 10-K was filed, the stock
ran up another 30.9% in March 19's trading alone, to close at 44.9
cents.

The increase "is the greater fool theory playing out before our
eyes," according to Ken Luskin, president of Intrinsic Value Asset
Management Inc. in Santa Monica, California.  Noting that
unsecured bonds are trading around 13 cents, Mr. Luskin asked,
"How can the shareholders get anything?"

Equally perplexed is an investor who asked not to be named because
he deals in distressed securities.  Apart from saying Kodak stock
may be akin to purchasing a lottery ticket, he saw no reason for
the increase given second-lien debt trading in the 80s and
unsecured debt in at 13.

For a possible explanation, Mr. Luskin said that once AMR stock
shot up, investors think every 5 cent stock is going up $5.  The
reference was to AMR Corp., the parent of American Airlines Inc.
AMR stock could have been purchased for less than 40 cents in
October.  Now 10 times higher than last year, the stock rose in
anticipation of a merger with US Airways Group Inc., closing
yesterday at $4.02, up 4.42% March 19 in the over the counter
market.

The report notes that ATP Oil & Gas Corp. is another bankrupt
company whose stock rose dramatically in recent days.  From less
than 10 cents on March 12, the stock of the oil and gas
exploration and production company soared to almost 27 cents on
March 15.  The stock fell in the last two trading sessions, losing
25.6% on March 19 alone, closing at 16 cents over the counter.

Kodak's $400 million in 7% convertible notes due in 2017 traded at
1:21 p.m. March 19 for 12.125 cents on the dollar, up from 10.5
cents on Dec. 12, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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


EDIETS.COM INC: Terminates Securities Offering Under Plans
----------------------------------------------------------
Pursuant to the Agreement and Plan of Merger dated Oct. 31, 2012,
by and among eDiets.com, Inc., As Seen On TV, Inc., and eDiets
Acquisition Company (the "Merger Sub"), a wholly owned subsidiary
of ASTV, the Merger Sub was merged with an into eDiets, with
eDiets surviving as a wholly owned subsidiary of ASTV.  Pursuant
to the terms of the Merger Agreement, at the effective time of the
Merger, each share of eDiets' common stock issued and outstanding
immediately before the effective time was canceled and converted
into the right to receive 1.2667 shares of ASTV common stock.  All
compensatory awards based on or comprised of eDiets' common stock,
such as stock options, were converted into and became awards based
on or comprised of ASTV common stock, in each case on terms
substantially identical to those in effect immediately prior to
the effective time of the Merger, in accordance with the 1.2667
exchange ratio.

eDiets filed post-effective amendments to its registration
statements on Form S-8 to deregister all securities that were
previously registered and have not been sold or otherwise issue
under the (i) eDiets.com, Inc. Amended and Restated Equity
Incentive Plan, (ii) eDiets.com, Inc. Stock Option Plan, and (iii)
eDiets.com, Inc. Stock Option Plan, as the case may be, and for
which the Prior Registration Statements had remained in effect.

   1. Registration Statement No. 333-181702 filed May 25, 2012;

   2. Registration Statement No. 333-122763 filed Feb. 11, 2005;
      and

   3. Registration Statement No. 333-90046 filed June 7, 2002.

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs.  eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 financial results, Ernst & Young LLP, in Boca
Raton, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred recurring operating losses,
was not able to meet its debt obligations in the current year and
has a working capital deficiency.

The Company's balance sheet at Sept. 30, 2012, showed
$1.76 million in total assets, $5.23 million in total liabilities
and a $3.46 million total stockholders' deficit.

                         Bankruptcy Warning

On Oct. 31, 2012, the Company entered into an Agreement and Plan
of Merger with ASTV, eDiets Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of ASTV ("Merger Sub"),
and certain other individuals named therein.  Pursuant to the
Merger Agreement, Merger Sub will merge with and into the Company,
and the Company will continue as the surviving corporation and a
wholly-owned subsidiary of ASTV.

"Both before and after consummation of the transactions, and if
the Merger is never consummated, the continuation of the Company's
business is dependent upon raising additional financial support.
In light of the Company's results of continuing operations,
management has and intends to continue to evaluate various
possibilities.  These possibilities include: raising additional
capital through the issuance of common or preferred stock,
securities convertible into common stock, or secured or unsecured
debt, selling one or more lines of business, or all or a portion
of the Company's assets, entering into a business combination,
reducing or eliminating operations, liquidating assets, or seeking
relief through a filing under the U.S. Bankruptcy Code," the
Company said in its quarterly report for the period ended
Sept. 30, 2012.


EDIETS.COM INC: Suspending Filing of Reports with SEC
-----------------------------------------------------
eDiets.com, Inc., filed a Form 15 with the U.S. Securities and
Exchange Commission to deregister its common stock pursuant to
Section 12(g) of the Securities Exchange Act of 1934.  There was
only one holder of the common shares as of March 12, 2013.  As a
result of the Form 15 filing, the Company is suspending its duty
to file reports with the SEC.

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs.  eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 financial results, Ernst & Young LLP, in Boca
Raton, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred recurring operating losses,
was not able to meet its debt obligations in the current year and
has a working capital deficiency.

The Company's balance sheet at Sept. 30, 2012, showed
$1.76 million in total assets, $5.23 million in total liabilities
and a $3.46 million total stockholders' deficit.

                         Bankruptcy Warning

On Oct. 31, 2012, the Company entered into an Agreement and Plan
of Merger with ASTV, eDiets Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of ASTV ("Merger Sub"),
and certain other individuals named therein.  Pursuant to the
Merger Agreement, Merger Sub will merge with and into the Company,
and the Company will continue as the surviving corporation and a
wholly-owned subsidiary of ASTV.

"Both before and after consummation of the transactions, and if
the Merger is never consummated, the continuation of the Company's
business is dependent upon raising additional financial support.
In light of the Company's results of continuing operations,
management has and intends to continue to evaluate various
possibilities.  These possibilities include: raising additional
capital through the issuance of common or preferred stock,
securities convertible into common stock, or secured or unsecured
debt, selling one or more lines of business, or all or a portion
of the Company's assets, entering into a business combination,
reducing or eliminating operations, liquidating assets, or seeking
relief through a filing under the U.S. Bankruptcy Code," the
Company said in its quarterly report for the period ended
Sept. 30, 2012.


EDISON MISSION: Agrees With Creditors on Executive Bonuses
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edison Mission Energy on the Petition Date filed
papers seeking approval of bonuses for the top three officers
and 47 other executives.  Creditors objected and talks ensued.

The parties agree to terms of a modified bonus program, which was
slated to be presented at a hearing March 20.  The new proposal
has support from the official creditors' committee and a group of
noteholders.

According to the report, the new plan's payments are based 50-50
on cost savings and reliability of the plants.  The top payout
could be $22 million.  The executives will be eligible for
additional bonuses based on the enterprise value of the
reorganized company.

The report relates the company and its parent Edison International
Inc. worked out an agreement before the Chapter 11 filing where
ownership of EME will be transferred to creditors. Definitive
documents are to be prepared.

The $1.196 billion in 7% senior unsecured notes maturing in 2017
last yesterday for 53.5 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.  The day before bankruptcy, they went for
52.5 cents.

                       About Edison Mission

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

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

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

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

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

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

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

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


ELCOM HOTEL: Court OKs Algon Capital Hiring & Troy Taylor as CRO
----------------------------------------------------------------
Elcom Hotel & Spa, LLC and Elcom Condominium, LLC, sought and
obtained court approval employ Algon Capital, LLC, d/b/a Algon
Group to provide the Debtors a chief restructuring officer and
certain additional personnel; and designate Troy Taylor as Chief
Restructuring Officer for the Debtors nunc pro tunc to January 14,
2013.

As reported by the Troubled Company Reporter on Jan. 9, 2013, the
Debtors sought permission from the Bankruptcy Court to hire
Alvarez & Marsal Real Estate Advisory Services, LLC, to provide
the services of Embree C. "Chuck" Bedsole as chief restructuring
officer and provide additional personnel.

But before the A&M employment was approved, 10295 Collins Avenue,
Residential Condominium Association, Inc. objected and sought the
appointment of a Chapter 11 Trustee.  The Debtors, the Residential
Association, and 10295 Collins Avenue, Hotel Condominium
Association had a discussion and, together with interested
parties, later entered into a stipulation.  Pursuant to the
Stipulation, the Debtors have amended the Application to seek the
employment of Algon Capital to provide the Debtors with a
chief restructuring officer, Troy Taylor -- Algon's president.
Under the Stipulation, the Residential Association and the Hotel
Association support the decision.  Additionally, the Residential
Association agreed to withdraw, without prejudice, the Trustee
Motion.

Mr. Taylor and his associates will:

   a. Monitor the performance of the Manager, and of Hotel,
      Restaurant and Spa Operators pursuant to management
      agreements between the Asset Operators and the Client and
      report its findings and conclusions to the Client.

   b. Approve and execute leases and concessions on behalf of the
      Client for restaurants, food service and other facilities
      within the Asset presented by the Asset Operator.

   c. Monitor and manage the cash activity of accumulated funds
      generated by the Asset and control all bank accounts
      associated with the Asset, including, but not limited to,
      opening and closing bank accounts for the Client and
      transferring any and all funds of the Client.

   d. Conduct periodic inspections of the Asset and advise the
      Client as to the capital repairs and improvements necessary
      to protect the Client's investment in the Asset.

   e. Review and approve the personnel provided by Asset Operators
      for the general manager, food and beverage manager,
      controller, head chef (unless the restaurants are subject to
      a lease) and Spa manager (unless Spa is subject to a lease)
      positions.

   f. At the discretion of the Client, engage attorneys,
      accountants, appraisers and other consultants and third-
      party professionals, at Client's expense, and as the
      Engagement Personnel deem advisable to protect and enhance
      the Client's investment in the Asset; provided, however,
      Algon acknowledges that all such engagements are subject to
      approval of the Bankruptcy Court.

   g. Advise as to any sales, refinancing or purchase activity
      which may materially affect the Client's investment in the
      Asset.

   h. Report to the Client and the Associations as required by the
      Stipulation approved by the Bankruptcy Court on January 15,
      2013.

   i. Coordinate and act as a liaison among the Client, direct
      manager and the tax accountant on all tax matters.

   j. Attend meetings with the Associations.

The Debtors submit that Algon is a "disinterested person" as that
term is defined by section 101(14) of the Bankruptcy Code.

For the initial 90-day period of employment, Mr. Taylor will
commit to the Debtors not less than a minimum of 100 hours per
month at the rate of $75,000 per month until July 31, 2013.
After the initial period and for the remainder of his engagement,
Mr. Taylor will commit to the Debtors not less than a minimum of
70 hours per month at the rate of $70,000 per month.

Additional Personnel's standard hourly billing rates are:

   a. Paul Rubin ? Managing Director    $475
   b. Associate/Analyst                 $275
   c. Other professionals               Standard Rates

                         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.  Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.


ELCOM HOTEL: Can Hire Duanne Morris as Real Estate Counsel
----------------------------------------------------------
Elcom Hotel & Spa, LLC, and Elcom Condominium, LLC, obtained
permission from the Bankruptcy Court to hire Duane Morris LLP as
special litigation, real estate, and hospitality counsel, nunc pro
tunc to their Chapter 11 petition date.

The Troubled Company Reporter reported on Jan. 9, 2013, Duane
Morris' professionals will provide services on an hourly basis, at
rates comparable to those the firm uses for comparable matters.
Currently, the rates for Duane Morris attorneys range from $285 to
$580 per hour, and the rate for non-attorneys is $225.

Duane Morris has represented the Debtors on an hourly basis in the
receivership action prepetition, and in several other significant
prepetition litigation matters.

The Debtors are engaging Duanne Morris as special counsel under 11
U.S.C. Sec. 327(e) and not as bankruptcy counsel pursuant to Sec.
327(a).  Therefore, the Debtors submit that the fact that Duane
may not be "disinterested" does not preclude its employment as
special litigation counsel.

                         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.  Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.


ELPIDA MEMORY: Plan Approved by Court in Japan
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Elpida Memory Inc. told the bankruptcy judge in
Delaware that the court in Japan approved the reorganization plan
at the end of February.

The company said there has been "substantial progress" in
obtaining antitrust approvals in several countries to complete the
acquisition by Micron Technology Inc. under the plan.  Almost all
secured creditors voted for the plan, and 68% of unsecured
creditor were in favor, the company told the U.S. judge.

At the end of October, the court in Japan approved Micron as the
buyer for most Elpida assets and sent the reorganization plan to
creditors for a vote.  U.S. antitrust officials didn't object to
the acquisition by the deadline in September.

The Delaware judge wrote an opinion in January concluding there
was no "collusion or improper motives" when the Japanese memory-
chipmaker agreed to sell technology assets in the U.S. to Micron.

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.

Micron Technology, Inc. on Feb. 28 announced the Tokyo District
Court's issuance of an order approving Elpida Memory Inc.'s plan
of reorganization.  Elpida's plan of reorganization calls for
Micron to sponsor Elpida's reorganization under which Elpida will
become a wholly owned subsidiary of Micron.  The Tokyo District
Court's approval follows an Elpida creditor vote, concluded on
Feb. 26, in which the creditors voted to approve the
reorganization plan.


EMPRESAS OMAJEDE: Court Okays N. Galarza as Financial Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
permitted Empresas Omajede Inc. to employ Nelson E. Galarza
as financial consultant.

The Troubled Company Reporter reported on March 6, 2013, that Mr.
Galarza will assist the Debtor in the financial restructuring
of its affairs by providing advice in strategic planning and the
preparation of the Debtor's plan of reorganization and disclosure
statement, and determination of the Debtor's assets; and
participating in the Debtor's negotiations with creditors.

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

Mr. Galarza's rate is $125 per hour.  An associate, CPA Irma M.
Mora, will charge $100 per hour.

Empresas Omajede Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Patricia I. Varela, Esq., and the law firm of Charles A. Cuprill,
PSC, serve as counsel.

The Debtor disclosed $5,613,568 in assets and $98,762,700 in its
schedules.  The Debtor is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at La
Ectronica Building, 1608 Bori St., in San Juan, Puerto Rico.


ENDEAVOUR INTERNATIONAL: T. Claugus Holds 7.8% Stake at March 11
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Thomas E. Claugus and his affiliates
disclosed that, as of March 11, 2013, they beneficially own
3,640,006 shares of common stock of Endeavour International
Corporation representing 7.8% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/acTQFF

                   About Endeavour International

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

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million, as compared with a net loss of $130.99 million
in 2011.  The Company's balance sheet at Dec. 31, 2012, showed
$1.43 billion in total assets, $1.29 billion in total liabilities,
$43.70 million in series C convertible preferred stock and $99.43
million in stockholders' equity.

                           *     *     *

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

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


ENDEAVOUR INTERNATIONAL: EEUK Inks Sale Pact with PP Holdings
-------------------------------------------------------------
Endeavour Energy UK Limited, a wholly-owned subsidiary of
Endeavour International Corporation, entered into a sale and
purchase agreement with END PP Holdings LLC providing for the sale
and purchase of a production payment over the proceeds of sale
from a proportion of EEUK's entitlement to production from its
interests in the Alba and Bacchus fields located in the UK sector
of the North Sea.  PP Holdings must look solely to the proceeds
from the sale of production from EEUK's entitlement from the Alba
and Bacchus fields for satisfaction and discharge of all amounts
due under the production payment.

The Sale and Purchase Agreement provides for the sale by EEUK of a
production payment to PP Holdings for a total purchase price of
$106.4 million.  In the event that the Production Payment
Transaction does not complete under the terms of the Sale and
Purchase Agreement, the deposit paid to EEUK upon signing of the
Sale and Purchase Agreement and all or part of a $1.2 million
termination fee would become due and payable by EEUK to PP
Holdings.

The completion of the Production Payment Transaction is
conditional upon, amongst other things, the approval of the UK
Secretary of State for Energy and Climate Change.
Contemporaneously with completion under the Sale and Purchase
Agreement, the Company expects to issue 3,440,000 warrants to
purchase shares of common stock at an exercise price of $3.014 per
share.  If issued, the Warrants will be issued in a private
placement exempt from the registration requirements of the
Securities Act of 1933 pursuant to Rule 4(2) thereof.

EEUK's obligations to refund the deposit and pay the termination
fee are secured by first priority liens on EEUK's interests in the
licenses and certain joint operating agreements governing the
fields giving rise to the production subject to the production
payment.  Upon closing of the purchase and sale of the production
payment, EEUK's obligations under the production payment will be
secured by first priority liens in the same assets and second
priority liens in certain other assets of the Company and its
Subsidiaries.

                     Revolving Credit Agreement

The Company previously reported that on April 12, 2012, the
Company and EEUK entered into a credit agreement with Cyan
Partners, LP, as administrative agent, and the other lenders party
thereto providing for a revolving credit facility.

On March 5, 2013, the Company, EEUK, Cyan, and certain lenders
entered into a third amendment and consent pursuant to which (a)
the lenders consented to the Production Payment Transaction and
(b) the maturity of approximately $100 million of the commitments
under the Revolving Credit Facility was extended from Oct. 12,
2013, to June 30, 2014.  The remaining principal of the Revolving
Credit Facility will mature on Oct. 12, 2013, as previously
provided.

                      Reimbursement Agreement

The Company previously reported that on May 31, 2012, the Company
and EEUK entered into a reimbursement agreement with New Pearl,
S.a.r.l and Cyan.

On March 5, 2013, the Company, EEUK, Cyan and New Pearl entered
into a second amendment and consent pursuant to which (a) New
Pearl consented to the Production Payment Transaction, (b)
extended the maturity of the obligations owing by EEUK under the
Reimbursement Agreement from Dec. 31, 2013, to June 30, 2014, and
(c) New Pearl agreed to take the steps necessary to extend the
letter of credit issued pursuant to the Reimbursement Agreement
from Dec. 31, 2013, to Dec. 31, 2014.

                        Director Resigns

Effective March 5, 2013, Ashok Nayyar resigned from the board of
directors of the Company.  Mr. Nayyar had served as a member of
the board of directors' Technology & Reserves Committee.

                   About Endeavour International

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

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million on $219.05 million of revenue, as compared with
a net loss of $130.99 million on $60.09 million of revenue during
the prior year.  The Company's balance sheet at Dec. 31, 2012,
showed $1.43 billion in total assets, $1.29 billion in total
liabilities, $43.70 million in series C convertible preferred
stock and $99.43 million in stockholders' equity.

                           *    *     *

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

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


ENERGY FUTURE: Aurelius Files $725 Million Suit Against D&Os
------------------------------------------------------------
Jonathan Stempel, writing for Reuters, reports that affiliates of
hedge fund Aurelius Capital Management LP launched a $725 million
lawsuit in Dallas federal court on Tuesday against seven current
and former Energy Future Competitive Holdings Ltd directors,
saying they improperly let the parent once known as TXU Corp. be
repaid billions of dollars of fraudulent intra-company loans
without ensuring full payment to creditors.  Aurelius called the
upstream loans "classic fraudulent transfers" and "a continuing
fraud", that contributed to the "insolvency" of both Texas
Competitive Electric Holdings Co. and EFCH, but that the EFCH
board chose not to fix this.

According to Reuters, the lawsuit points to "upstream" loans that
Aurelius said were made to Energy Future by its TCEH unit, after
TCEH had entered a $24.5 billion credit agreement with several
hundred lenders to help finance the TXU buyout.  Aurelius said
most of these loans were made or extended and much of the interest
was accrued after January 2011, when it became a creditor owning
both loans issued under the credit agreement and TCEH bonds that
EFCH had guaranteed.

Reuters relates Energy Future spokesman Allan Koenig declined to
comment.  A spokeswoman for Aurelius declined to comment. Aurelius
is also suing Argentina, and challenging natural gas company
Chesapeake Energy Corp, in litigation over debt payments.

According to Reuters, other individual defendants in the case are
Arcilia Acosta, chief executive of Dallas-based construction firm
Carcon Industries; former KKR mezzanine fund manager Frederick
Goltz; Energy Future Chief Financial Officer Paul Keglevic;
Goldman managing director Scott Lebovitz; TPG partner Michael
MacDougall, and KKR partner Jonathan Smidt.

Reuters notes that last month, a person familiar with the matter
said Energy Future had hired Blackstone Group LP and the law firm
Kirkland & Ellis to advise on its debt load.

The case is Aurelius Capital Master Ltd et al v. Acosta et al,
U.S. District Court, Northern District of Texas, No. 13-01173.

                         About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co., TPG Capital Management and Goldman Sachs
Group Inc's private equity arm.

In February 2013, Reuters, citing a source familiar with the
matter, said the company had hired law firm Kirkland & Ellis and
asset manager Blackstone Group LP to advise on ways to deal with
its debt load, which totaled $52 billion at the end of September
2012.  Energy Future warned it could go into bankruptcy,
liquidation or insolvency if lenders or noteholders accelerate
repayment of all borrowings.

The Company's balance sheet at Sept. 30, 2012, showed
$42.73 billion in total assets, $51.90 billion in total
liabilities and a $9.16 billion total deficit.

                           *     *     *

On Feb. 1, 2013 ratings release, Standard & Poor's Ratings
Services raised its corporate credit ratings on Energy Future to
'CCC' from 'D' following the completion of several debt exchanges,
each of which were consider distressed.

"The 'CCC' rating reflects a credit profile that has an
unsustainable capital structure over the long term, but a lack of
near-term maturities, along with the likelihood of additional
distressed exchange over the near term," said Standard & Poor's
credit analyst Terry Pratt.


EUROFRESH INC: Wants to Employ Squire Sanders as Special Counsel
----------------------------------------------------------------
Eurofresh, Inc., seeks permission from the U.S. Bankruptcy Court
of the District of Arizona to employ the firm of Squire Sanders
(US), LLP, as its special counsel to represent the Debtor in
employment and immigration related cases pending before
administrative agencies.

Squire Sanders has represented the Debtor since 2007.  The Cases
involve Debtor's present and former employees.  Squire Sanders has
extensive knowledge and experience in the matters on which it is
to be employed, including extensive experience in the Cases.
Squire Sanders has represented the Debtor pre-petition in the
Cases.  It would be highly prejudicial to Debtor, its
creditors, and its bankruptcy estate if the Debtor was forced to
incur the substantial expense, difficulty, and delay that would be
inherent in hiring and educating replacement counsel about the
Cases.

To the best of Debtor's knowledge, Squire Sanders does not
represent or hold any interest adverse to the Debtor or to its
estate with respect to the matter on which Squire Sanders is to be
employed.

The firm will be paid based on its normal rates of specific
services.

                      About EuroFresh Inc.

EuroFresh , Inc., is America's largest greenhouse grower spanning
318 aces of glass covered facilities.  EuroFresh grows premium
quality, great tasting, certified pesticide residue free
greenhouse tomatoes and cucumbers year-round.  The 274-acre
flagship facility in Willcox, Arizona, is the world's largest.
There's also a second 44-acre acre property in Snowflake, Arizona.
EuroFresh has 964 employees.

EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-01125) on Jan. 27, 2013, to complete a sale of the business to
NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.

An official committee of unsecured creditors was appointed.  The
creditors' committee includes International Paper Co. and
Southwest Gas Corp.


EUROFRESH INC: Can Hire Piper Jaffray as Advisor & Inv. Banker
--------------------------------------------------------------
Eurofresh, Inc., sought and obtained permission from the U.S.
Bankruptcy Court of the District of Arizona to employ Piper
Jaffray & Co. as its financial advisor and investment banker with
respect to evaluating, pursuing and executing a potential
Transaction, whether it be a Sale, Debt or Equity Placement or
Restructuring transaction.

PJC is expected to:

   a. review the Debtor's business, operations, financial
      projections, business plans/strategies, asset/business value
      and financial position;

   b. assist with the formulation, evaluation and implementation
      of various options for a capital structure restructuring,
      financing, reorganization, merger, or sale of the Debtor, or
      its assets or business, including, in the case of a
      restructuring, the value of securities, if any, that may be
      issued to certain creditors or equity holders thereunder;

   c. assist the Debtor in the preparation of solicitation
      materials with respect to a sale or restructuring and any
      securities to be issued in connection therewith;

   d. assist the Debtor in negotiations with creditors,
      bondholders, shareholders and other appropriate parties-in-
      interest;

   e. provide investment banking services to the Debtor in
      connection with developing, seeking approval for, a sale or
      restructuring plan, which may be a plan under chapter 11 of
      the Bankruptcy Code;

   f. manage and negotiate incoming inquiries related to
      alternative recapitalization and sale proposals, including
      the preparation of information materials for select parties
      signing confidentiality agreements as part of the process
      and the management and coordination of inquires by
      prospective parties;

   g. review and comment related to definitive documentation
      supporting the restructuring or sale;

   h. engage management in discussions regarding monthly financiai
      performance and implication of pro forma liquidity situation
      and capital needs of the business;

   i. assist in soliciting interest in a transaction among any
      additional prospective purchasers;

   j. assist in evaluating proposals received from prospective
      purchasers;

   k. advise and assist the Debtor in negotiating the terms and
      structure of the Sale, including valuation of any non-cash
      consideration; and

   l. provide other financial advisory investment banking and
      financial advisory services reasonably necessary to
      accomplish the foregoing and consummate a Sale Transaction.

PJC will receive a monthly fee, payable in advance, on the
first clay of each month of $35,000.  In the event of a Sale
transaction, in addition to the monthly fees, the Debtor will pay
PJC a sale transaction fee at closing of the Sale of $850,000.

The Debtor will indemnify PJC and certain related persons in
accordance with the indemnification provisions incorporated into
the Engagement Agreement.

For the year prior to the Petition Date, the Debtor paid PJC
approximately $374,329.47 for pre-petition services rendered
inclusive of the Retainer.

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

                       About EuroFresh Inc.

EuroFresh , Inc., is America's largest greenhouse grower spanning
318 aces of glass covered facilities.  EuroFresh grows premium
quality, great tasting, certified pesticide residue free
greenhouse tomatoes and cucumbers year-round.  The 274-acre
flagship facility in Willcox, Arizona, is the world's largest.
There's also a second 44-acre acre property in Snowflake, Arizona.
EuroFresh has 964 employees.

EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-01125) on Jan. 27, 2013, to complete a sale of the business to
NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.

An official committee of unsecured creditors was appointed.  The
creditors' committee includes International Paper Co. and
Southwest Gas Corp.


FENDER MUSICAL: S&P Affirms 'B' CCR & Rates $200MM Loan 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on Fender Musical Instruments
Corp.  The affirmation follows Fender's announcement that it will
refinance its existing term loan due 2014.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating to
Fender's proposed $200 million term loan due 2019.  The recovery
rating is '3', indicating S&P's expectation for meaningful (50% to
70%) recovery for lenders in the event of a payment default.  The
new issue-level rating for the proposed term loan is subject to a
review of final documentation by Standard & Poor's.

In addition to the new term loan, the company will also receive
$40 million of equity contributions from two existing owners.  S&P
understands the company will use the net proceeds from the notes
offering to repay the existing balances on its $200 million term
loan and $100 million delayed draw facility, both due 2014.  S&P
will withdraw the ratings on the existing senior secured facility
upon completion of this transaction and after the balances have
been repaid.  The company also has a $100 million asset-based
lending (ABL) facility due 2016 (unrated), which will be unchanged
as part of this transaction.

"We estimate that following this refinancing, Fender's credit
protection measures will strengthen as a result of a $40 million
equity contribution from two existing owners," said Standard &
Poor's credit analyst Stephanie Harter.  "However, we continue to
view Fender's financial risk profile as 'highly leveraged' because
of weaker margins and lack of consistency in the company's
declining operating performance."

Operating performance has continued to erode over the past year.
Standard & Poor's estimates Fender's sales were essentially flat
and adjusted EBITDA margin declined about 60 basis points in
fiscal 2012.  S&P believes the margin erosion stems from lower
sales volume due to higher customer inventory levels and as a
result of elevated raw material costs.  S&P believes Fender's
credit metrics will improve modestly but remain constrained by the
weak economy, particularly in Europe, and continuing margin
pressure from high input costs.

The stable outlook reflects S&P's expectation that the company
will maintain adequate liquidity and will continue to slightly
reduce leverage over the next 12 months.


FIRST DATA: Holdings Has 60MM Shares Issuable Under 2007 Plan
-------------------------------------------------------------
The Board of Directors and shareholders of First Data Holdings
Inc., the parent corporation of First Data Corporation, approved
an amendment to the 2007 Stock Incentive Plan for Key Employees of
First Data Corporation and its Affiliates to increase the number
of shares of common stock of Holdings available under the Plan by
60 million shares.  A copy of the Plan, as so amended, is
available for free at http://is.gd/wTmdB3

                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $700.9 million, compared with
a net loss attributable to the Company of $516.1 million during
the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $37.89
billion in total assets, $35.20 billion in total liabilities,
$67.4 million in redeemable noncontrolling interest, and $2.62
billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FLAT OUT CRAZY: Court OKs Getzler Employment & CRO Appointment
--------------------------------------------------------------
Flat Out Crazy, LLC, and its affiliates obtained a court order
approving:

(i) an agreement with Getzler Henrich & Associates LLC to provide
     crisis management services and to provide William H.
     Henrich and Mark Samson to serve as the Debtors' co-chief
     restructuring officers as well as any required additional
     temporary staff;

(ii) the appointment of Messrs. Henrich and Samson as CROs.

The Troubled Company Reporter reported on Jan. 30, 2013, that
Getzler Henrich is a firm of management and financial consultants
operating throughout the United States since 1968.  Mr. Henrich, a
Co-Chairman of Getzler Henrich, is a nationally recognized
restructuring professional with more than 25 years of financial
and operational restructuring experience.  Mr. Samson, a veteran
of more than 25 years of both crisis management and operations
experience, is a Managing Director of Getzler Henrich.

Messrs. Henrich's and Samson's roles as Co-CROs will focus
primarily on the Chapter 11 process and provide leadership at the
Company and advice and guidance to the Debtors' board of directors
in the development of the Debtors' restructuring options and
determination of the Debtors' cash requirements related thereto.

They have agreed to, among other things:

   -- assist the Debtors' management in the development of the
      Debtors' restructuring options, including the restructuring
      of its balance sheet and determination of its continuing
      operations, determination of the Debtors' cash requirements
      related thereto, and implementation of any restructuring;

   -- oversee any process for the sale of all or substantially all
      of the Debtors' assets and the resolution of claims asserted
      against the Debtors;

   -- assist with the preparation of business plans and financial
      projections and analysis of alternative operating scenarios;

   -- assess, monitor and manage operations, and recommend and
      implement the restructuring of operations as appropriate;

   -- oversee the sale process under 11 U.S.C. Sec. 363 or any
      alternative plan process; and

   -- monitor the orderly liquidation of terminated operations (if
      any).

Getzler Henrich will invoice the Debtors each week for fees,
calculated on an hourly basis and reasonable out-of-pocket
expenses incurred by the firm in connection with CRO services
rendered.  The hourly rates of the firm's personnel are:

                                     Hourly Rate
                                     -----------
    Principals/Managing Directors    $475 to $595
    Directors/Specialists            $365 to $525
    Associate Consultants            $150 to $365

The Debtors have paid to Getzler Henrich a retainer in the amount
of $100,000 to be retained until the end of the Chapter 11 cases.

The Debtors have agreed to hold harmless and indemnify Getzler
Henrich and its staff from and against any and all losses and
claims arising out of the performance of services to the Debtors.

                     About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.


FLAT OUT CRAZY: Court Approves J.H. Chapman as Investment Banker
----------------------------------------------------------------
Flat Out Crazy, LLC, and its affiliates obtained permission from
the Bankruptcy Court to employ J.H. Chapman Group, L.L.C., as
investment banker.

As reported by the Troubled Company Reporter on Jan. 29, 2013,
J.H. Chapman pursuant to an engagement letter dated Jan. 23, 2013,
agreed to:

   (i) advise the Debtors on the disposition, pursuant to an
       auction process under Section 363 of the Bankruptcy Code,
       of the Debtors' Flat Top Grill branded restaurant
       operations, and related assets;

  (ii) coordinate the due diligence and negotiation process with
       potential buyers of Flat Top,

(iii) assist the Debtors in the negotiation of an acceptable
       purchase agreement and related strategy, and

  (iv) conduct the auction process under Section 363.

The Debtors have agreed to pay Chapman:

    * a fee of $10,000 per month;

    * a transaction fee of $250,000, plus 1% of proceeds
      in excess of $5 million upon the closing of a sale
      of part or all of Flat Top; and

    * reimbursement for any reasonable out-of-pocket expenses
      incurred by Chapman in connection with this engagement.

Chapman says it's a "disinterested" person as such term is defined
in Section 101(14) of the Bankruptcy Code.

                     About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.


FLAT OUT CRAZY: Court OKs Hiring of Squire Sanders as Lead Counsel
------------------------------------------------------------------
Flat Out Crazy, LLC, and its affiliates obtained permission from
the Bankruptcy Court to employ Squire Sanders (US) LLP as their
lead legal counsel in their Chapter 11 cases.

As reported by the Troubled Company Reporter on Jan. 30, 2013,
Squire Sanders has been advising the Debtors with respect to their
restructuring efforts since November 2012 and is already very
familiar with the Debtors' business and affairs, the restructuring
transactions and strategies that the Debtors intend to pursue, and
other issues that will need to be addressed in the Chapter 11
cases.

The firm received payments totaling $404,000 for work performed
prepetition.  The firm kept a $100,000 retainer as of the Chapter
11 filing.

For professional services, Squire Sanders' fees are based
primarily on its customary hourly rates.  Inside the United
States, Squire Sanders' hourly rates for associates, partners and
non-attorney personnel currently range from $155 for new
associates to $955 or higher for the most senior partners and from
$100 for new project assistants to $325 for experienced senior
paralegals, with most non-attorney billing rates falling within
the range of $170 to $250 per hour.

The current rates for certain of the firm's attorneys expected to
work on the Chapter 11 cases are:

   Stephen D. Lerner          $880
   Toby D. Merchant           $545
   Elliot M. Smith            $460
   Kristin E. Richner         $460
   Andrew M. Simon            $445

Squire Sanders has voluntarily agreed to discount the hourly rates
by 7.5% for this engagement.

Squire Sanders will also charge the Debtors for services provided
and for other expenses and disbursements incurred.

                     About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.


FLAT OUT CRAZY: U.S. Trustee Appoints Alan Chapell as Ombudsman
---------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2,
appointed Alan Chapell, as the Consumer Privacy Ombudsman in Flat
Out Crazy, LLC, and its debtor-affiliates' Chapter 11 cases
pursuant to the order approving the bidding procedures in
connection with the proposed sale of the Flat Top Grill Assets.

The Troubled Company Reporter reported on Feb. 12, 2013, that
Rachel Feintzeig at Dow Jones' DBR Small Cap reported that flat
Out Crazy LLC wants to put its Flat Top Grill chain on the auction
block, but the company is still on the hunt for an official lead
bidder.

                     About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.


FR 160: Hearing on Flagstaff Bid for Case Dismissal Today
---------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona has set for March 21, 2013, at 9:00 a.m. The
hearing on Flagstaff Ranch Golf Club's renewed motion to have FR
160, LLC's Chapter 11 case dismissed.

As reported by the Troubled Company Reporter on Sept. 12, 2012,
FRGC, owner and operator of various parcels within the Debtor's
Flagstaff Ranch, filed for case dismissal, saying that while the
Debtor may have sufficient funds to compensate its outstanding
creditors, it has no income, no cash on hand, and apparently no
prospect of future earnings.

In an order dated Feb. 5, 2013, the Court denied FRGC's motion,
and ordered that the Debtor promptly make court-ordered adequate
protection payments to FRGC as a condition of the automatic stay
remaining in place.  The Court further ordered that the parties
meet and confer to attempt to agree on the amount and timing of
adequate protection payments.

On Feb. 19, FRGC submitted its renewed motion for dismissal, or in
the alternative, conversion of the Debtor's Chapter 11 case to
Chapter 7.  FRGC reiterated that the Debtor has virtually no money
of its own, and will have no money to pay the upcoming property
taxes or continued adequate protection payments as ordered by the
Court unless it is able to sell lots.  According to FRGC, the
Debtor's lack of funds necessary to operate is what prompted it to
improperly spend the proceeds from Lot 132 on adequate protection
payments and in clear violation of the sale proceeds order.

In August 2012, the Court approved the motion to assume executory
contract for sale of real and personal property, which approved
the Debtor's request to assume a pre-petition purchase agreement
for one of its lots, Lot 132, for a proposed sale price of
$235,000.  In October the Debtor received payment from the sale of
Lot 132.  FRGC said that it later learned that rather than
depositing the net proceeds into a segregated interest-bearing
account as required by the Court, the Debtor deposited these sale
proceeds into its general debtor-in-possession bank account.
According to FRGC, it was not until the Debtor filed its October
2012 monthly operating report on Nov. 13, 2012, that it was first
disclosed that the Debtor had failed to abide by the Court's
order.  Lawrence Bain, authorized representative of the Debtor,
testified during the parties' confirmation trial that the proceeds
were subsequently spent on adequate protection payments to the
Flagstaff Ranch Property Owners Association and the Flagstaff
Ranch Mutual Waste Water Company.

FRGC stated that the Court denied confirmation of the Debtor's
plan of reorganization, finding that the "dirt for debt" surrender
option, that was a central provision therein, failed to provide
the FRGC with the indubitable equivalent of its claim.  The Court
found that the failure to provide payment to FRGC for Debtor's
ongoing dues obligations also rendered Debtor's Plan unfeasible.

"The only way the Debtor can get back on its feet and pay its
creditors is by selling lots which are now the subject of a
possible wrongful foreclosure action, meaning that while the state
court action looms Debtor will not be able to put forth any plan
relying on lot sales or transfer of lots, meaning that it will be
unable to reestablish itself on a firm or sound base," FRGC said.

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.


GEOKINETICS INC: Amends Support Agreements to Extend Deadlines
--------------------------------------------------------------
Geokinetics Inc. and its subsidiaries entered into Amendment Two
to the Restructuring Support Agreement, dated Jan. 15, 2013, with
holders of more than 70% of its senior secured notes along with
its largest convertible preferred stockholder.  The Amendment,
among other things, extends the deadline for the United States
Bankruptcy Court for the District of Delaware to confirm the Joint
Chapter 11 Plan of Reorganization of the Debtors from 35 days to
45 days after the Debtors file Chapter 11 petitions and for the
occurrence of the effective date of the Plan from 50 days to 60
days after the Debtors file Chapter 11 petitions before
Noteholders may terminate the Agreement.  A copy of the Amended
Restructuring Agreement is available at http://is.gd/u4zJNE

The pre-packaged Plan, which remains subject to the approval of
the Bankruptcy Court, was approved by a large majority of the
Company's stakeholders.

The pre-packaged plan of reorganization provides for the payment
in full of the Company's secured credit facility, for the
conversion of the $300 million of the Company's senior secured
notes into newly issued common equity of the reorganized Company
representing 100% of the reorganized Company's issued and
outstanding common stock after the issuance and for the payment of
allowed general unsecured claims in full either at the conclusion
of the Chapter 11 case or in the ordinary course of business.

                      About Geokinetics Inc.

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

The Debtors filed voluntary petitions for relief under Chapter 11
of Title 11 of the U.S. Code (Bankr. D. Del. Case Nos. 13-10472-
13-10481) on March 10, 2013.  The Debtors' Chapter 11 cases are
being jointly administered under the Company's caption and case
number, In re: Geokinetics Inc. et al., Chapter 11 Case No. 13-
10472.

Gary L. Pittman signed the petition as executive vice president
and chief financial officer.  Judge Kevin Carey presides over the
case.  Akin Gump Strauss Hauer & Feld LLP serves as the Debtors'
counsel.  Rothschild Inc. acts as the Debtors' financial advisor
while UHY LLP serves as th independent auditor.  GCG Inc. is the
Debtors' claims and noticing agent.  Geokinetics Inc. disclosed
$12,119,439 in total assets and $350,756,244 in total liabilities
at Feb. 28, 2013.


GLOBAL SHIP: Reports $8.1 Million Net Income in Fourth Quarter
--------------------------------------------------------------
Global Ship Lease, Inc., reported net income of US$8.12 million on
US$36.16 million of time charter revenue for the three months
ended Dec. 31, 2012, as compared with net income of US$10.86
million on US$39.71 million of time charter revenue for the same
period during the prior year.

For the year ended Dec. 31, 2012, the Company reported net income
of US$31.92 million on US$153.20 million of time charter revenue,
as compared with net income of US$9.07 million on US$156.26
million of time charter revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed US$903.68
million in total assets, US$537.09 million in total liabilities
and US$366.58 million in total stockholders' equity.

Ian Webber, chief executive officer of Global Ship Lease, stated,
"On the strength of our stable business model and a 99%
utilization rate, we generated Adjusted EBITDA of $23.3 million
for the fourth quarter and continued to de-lever our balance
sheet, repaying an additional $11.1 million of debt.  With all of
our 17 vessels fully employed on time charters, we generated
Adjusted EBITDA of $102.2 million during 2012 and utilized our
sizeable cash flow to pay down a total of $57.9 million of debt."

Mr. Webber continued, "With an average remaining lease term of
over seven years for our fleet and contracted revenue totaling $1
billion, we remain well insulated from the current charter rate
environment.  Further, with supportive credit markets and having
secured relief from our loan-to-value test until December 2014,
our top priority is to strengthen our capital structure and
enhance our financial flexibility to create incremental value for
our shareholders.  In the meantime, we will continue to utilize
our cash flow to further de-lever our balance sheet."

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

                        http://is.gd/ZVawrj

                      About Global Ship Lease

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

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

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

                            *   *    *

This concludes the Troubled Company Reporter's coverage of Global
Ship until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


GOLDEN GUERNSEY: Wisconsin Milk Plant Heading for May 14 Auction
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the liquidating trustee for milk processor Golden
Guernsey LLC has a $5.5 million offer for the plant in Wisconsin.
There will be a March 22 hearing in U.S. Bankruptcy Court in
Delaware to approve auction and sale procedures.

LEL Operating Co. signed a contract to buy the Waukesha,
Wisconsin-based facility.  Charles Stanziale, the Chapter 7
Trustee, wants the bankruptcy judge to require other bids by
May 10, followed by a May 14 auction, and a hearing on June 4 for
approval of sale.

The trustee said the purchase price will be enough to pay off
secured debt. At the outset of bankruptcy, the lender claimed to
be owed almost $7.9 million.

                      About Golden Guernsey

Waukesha, Wisconsin-based milk processor Golden Guernsey, LLC,
filed for Chapter 7 bankruptcy (Bankr. D. Del. Case No. 13-10044)
in January 2013 following the Jan. 5 closing of its facility.

OpenGate Capital, LLC, a private investment and acquisition firm,
acquired Golden Guernsey in September 2011 from Dean Foods after
the United States Department of Justice required Dean Foods to
sell the business to resolve antitrust concerns that Dean Foods'
share of the school milk supply business was too large.

The Chapter 7 petition stated that assets and debt both exceed
$10 million.

Charles Stanziale was appointed Chapter 7 trustee.


GMX RESOURCES: Anthony Melchiorre Holds 6.8% Stake at Feb. 27
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Anthony Melchiorre and Chatham Asset Management, LLC,
disclosed that, as of Feb. 27, 2013, they beneficially own
505,198 shares of common stock of GMX Resources Inc. representing
6.82% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/QWhVwJ

                       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.


GMX RESOURCES: Stephen Schwarzman Owns 7% Stake at Feb. 27
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Stephen A. Schwarzman and his affiliates disclosed
that, as of Feb. 27, 2013, they beneficially own 519,805 shares of
common stock of GMX Resources Inc. representing 7% of the shares
outstanding.  A copy of the filing is available for free at:

                         http://is.gd/sAVZeg

                         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.


GOOD SAM: Offers to Buy $4.9 Million Outstanding 2016 Notes
-----------------------------------------------------------
Good Sam Enterprises, LLC, commenced an offer to purchase up to
$4,950,000 in principal amount of the Company's outstanding 11.50%
Senior Secured Notes due 2016.  The Offer to Purchase will expire
at 5:00 p.m., New York City time, on April 10, 2013, unless
extended.

The Offer to Purchase is being made pursuant to the terms of the
indenture governing the Notes.  In accordance with the Indenture
and subject to the terms and conditions of the Offer to Purchase,
the Company will pay a purchase price in cash equal to 101% of the
principal amount of Notes validly tendered (and not validly
withdrawn) prior to the Expiration Date that are accepted, plus
accrued but unpaid interest thereon to the settlement date for the
Offer to Purchase.  If the aggregate principal amount of Notes
validly tendered in the Offer to Purchase exceeds the Offer
Amount, Notes will be accepted for purchase on a pro rata basis,
such that the aggregate purchase price for the Notes purchased
does not exceed the Offer Amount.  Tenders may be validly
withdrawn no later than the Expiration Date.

                          About Good Sam

Ventura, Calif.-based Affinity Group Holding, Inc., now known as
Good Sam Enterprises, LLC, is a holding company and the direct
parent of Affinity Group, Inc.  The Company is an indirect wholly-
owned subsidiary of AGI Holding Corp, a privately-owned
corporation.  The Company is a member-based direct marketing
organization targeting North American recreational vehicle owners
and outdoor enthusiasts.  The Company operates through three
principal lines of business, consisting of (i) club memberships
and related products and services, (ii) subscription magazines and
other publications including directories, and (iii) specialty
merchandise sold primarily through its 78 Camping World retail
stores, mail order catalogs and the Internet.

The Company's balance sheet at March 31, 2012, showed
$232.60 million in total assets, $486.69 million in total
liabilities, and a $254.09 million total members' deficit.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-' corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


GREAT LAKES: Moody's Changes Outlook to Negative & Keeps B2 CFR
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Great Lakes
Dredge & Dock Corporation but changed the company's outlook to
negative from stable in response to lower than expected earnings
performance during the latter half of 2012, delays in filing of
financial statements because of pending restatements and internal
control weaknesses, as well as uncertainty regarding the level of
operating performance improvement likely to occur in 2013.

Concurrently, the Speculative Grade Liquidity rating was lowered
to SGL-3 from SGL-2, reflecting deterioration in the company's
liquidity profile anticipated over the next twelve to eighteen
months.

Ratings downgraded:

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

Outlook Actions:

Outlook, Changed To Negative From Stable

Affirmations:

Corporate Family Rating, Affirmed at B2

Probability of Default Rating, Affirmed at B2-PD

US$250 million 7.375% Senior Unsecured Notes due 2019, Affirmed at
B3 (LGD-4, 58%)

Ratings Rationale:

The change in outlook to negative from stable was based on lower
than expected operating results that, together with recent
restatements and internal control weaknesses cited by the company,
have translated into a weaker liquidity profile. Although, free
cash flow is expected to turn positive for the full year 2013, the
level of improvement in the first half of 2013 is likely to be
lower than had originally been anticipated.

The affirmation of Great Lakes' B2 corporate family rating
reflects the company's strong market position in the domestic
dredging industry and the high barriers to entry afforded by the
Jones Act and the sizable amount of capital required to enter the
dredging business. In addition, the company's backlog continues to
support near-term revenue visibility, albeit partially offset by
uncertainty regarding any potential effects from Sequestration on
work the company does with the Army Corp of Engineers and other
government agencies. Moody's notes that these government sectors
are likely to be less affected by Sequestration-related cuts
versus other government sectors. Importantly, the 2012
restatements are in the company's demolition segment, not in its
core dredging business which comprises approximately 85% of
revenues.

The negative outlook reflects the level of uncertainty as to the
degree of improvement anticipated in the company's operating and
free cash flow generation in 2013 given the lower than expected
operating performance in 2012 largely within the demolition
business, the company's delay in filing its financial statements,
internal control weakness issues that need to be addressed and
near-term uncertainty in future bidding levels as a result of
Sequestration. Furthermore, the increased level of foreign-related
work in the company's backlog has moderately increased execution
risk.

Great Lakes' short-term liquidity rating was lowered to SGL-3 from
SGL-2 because of lower than expected free cash flow generation
that has resulted in lower cash balances than in recent periods,
increasing the likelihood that the revolver will be used on an
intra-quarter basis, as well as moderate covenant cushion
anticipated over the next twelve months. The lower cushion could
restrict full availability under the company's $175 million
revolving credit facility put in place last year.

Great Lakes' adequate liquidity profile, denoted by the SGL-3
liquidity rating, is characterized by expected positive free cash
flow generation for the fiscal year ended 2013, cash balances
improving from the reported level of $24.4 million at December
year-end and the aforementioned moderate covenant headroom
anticipated over the next four quarters. Increased L/C usage due
to increased work on foreign projects combined with the $15
million special dividend that was paid in December 2012 have
resulted in less expected covenant cushion under the company's
fixed charge ratio, particularly through the next three quarters
ended September 30, 2013 as the special dividend will continue to
be reflected in the trailing twelve month covenant calculations.
Additional dividends are not anticipated during the remainder of
fiscal 2013. The revolving credit facility could be used to fund
working capital requirements over the next twelve months. The
facility, put in place last year, is now secured as the leverage
ratio covenant at the end of 2012 exceeded the maximum 3.75x
threshold allowed in order for the facility to remain unsecured.

A stabilization of the outlook will largely depend on any further
required restatements. Moody's will also consider management's
efforts to remediate any accounting control weaknesses. Evidence
of further erosion in the company's earnings performance,
liquidity profile or financial metrics such that debt/EBITDA is
sustained well above 4.5 times and EBITA/interest remains below
1.7 times could pressure ratings.

Although unlikely in the near-term, the ratings could be raised if
the company continues to have a healthy backlog, debt to EBITDA is
lowered and sustained at the 3.0 times range, and if there is a
meaningful improvement in the company's liquidity profile. In
addition, any ratings upgrade would be predicated on Great Lakes'
timely filing of financial statements and addressing internal
control weaknesses.

The principal methodology used in this rating was the Global
Construction Rating Methodology published in November 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.

Great Lakes Dredge & Dock Corporation, founded in 1890 and
headquartered in Oak Brook, Illinois is the largest provider of
dredging services in the United States. Approximately 15% of Great
Lakes' revenues are derived from demolition operations. Revenues
for the last twelve months ended December 31, 2012 approximated
$688 million.


GREAT LAKES: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Oak Brook, Ill.-based Great Lakes Dredge & Dock Corp.
(Great Lakes), including the 'B' corporate credit rating.  The
outlook remains stable.

"The ratings on Great Lakes reflect Standard & Poor's assessment
of the company's "highly leveraged" financial risk profile and
"weak" business risk profile, characterized by some cyclicality
and high customer concentration within the U.S. federal
government, particularly the U.S. Army Corps of Engineers," said
Standard & Poor's credit analyst Robyn Shapiro.  The company has
received waivers for violating the fixed charge covenant under its
revolving credit facility and international letter of credit
facility.  S&P expects the company will remain in compliance with
its financial covenants in 2013.  The company has delayed filing
its 10-K to restate previously overstated revenues in its
demolition segment in the second and third quarters of 2012, but
management plans to file by March 29, 2013.  Management stated the
company recognized revenue on pending change orders where client
acceptance was not finalized, which is inconsistent with their
accounting policy.  The company has now concluded that 2012
second- and third-quarter demolition segment revenues were
overstated by $3.9 million and $4.3 million, respectively.
Related to this, the company indicated they will identify and
disclose a material weakness in internal control over financial
reporting in their 10-K.

S&P's forecast assumes operating performance will improve in 2013
as pending change orders in Great Lakes' demolition segment are
recognized and dredging and rivers and lakes volumes improve.
Accordingly, S&P expects the company's credit metrics to be in
line with S&P's expectations for the rating of about 5x total
adjusted debt to EBITDA and 10% funds from operations (FFO) to
total adjusted debt over the next 12 months.

Great Lakes continues to operate the largest fleet of dredging
equipment in the U.S.  S&P believes the industry's high fixed
capital costs and the Foreign Dredge Act (1906) and Merchant
Marine Act (1920), which essentially prohibit foreign dredges or
foreign-owned dredging companies from operating in U.S., will
continue to act as barriers to entry to this mature and
competitive industry.

The company's revenues will likely continue to depend on annual
appropriations from the federal government for dredging projects
and local jurisdictions that provide matching funds.  S&P expects
order patterns to be intermittent and, from time to time, for
adverse weather to significantly delay projects and increase costs
on fixed-price contracts, such as Hurricane Sandy during the
fourth quarter and Hurricane Isaac in the third quarter of 2012.
However, adverse weather can also generate unforeseen recovery
work.  S&P also expects Great Lakes to win approximately 40% of
the combined domestic bid market (consisting of capital, beach
nourishment, maintenance dredging, and rivers and lakes projects),
as it has historically.  The domestic dredging bid market for 2012
totaled $939 million, slightly down from more than $1 billion in
the prior year.  The company won 37% of the domestic bid market
during this period, in line with its prior three-year average of
39%.

Excess capacity and related pricing pressure from competition are
characteristics of the sector.  The company's overall EBITDA
margins can fluctuate with capacity utilization and declined to
the high single digits as of Dec. 31, 2012, because of lower
fixed-cost coverage due to weather delays (including Hurricane
Isaac) and lower dredge utilization.  Margin declines were
also due to higher costs than revenues recognized, related to
pending change orders in the company's demolition segment.  In
December 2012, Great Lakes acquired Terra Contracting LLC, a
provider of environmental-, maintenance-, and infrastructure-
related services, for approximately $20 million.  Company
management expects the acquisition to add $45 million in 2013
revenue with 15% EBITDA margins.  Capital expenditures can
increase materially when the company adds to its fleet, which
usually improves market position.  The company recently announced
a contract to purchase a new dredge for $94 million (Great Lakes
last improved its market position with the purchase of two dredges
from competitors in 2007).

The outlook is stable.  S&P expects Great Lakes' operating
performance to improve during 2013 and cash flow and liquidity to
remain adequate for operational needs, particularly in light of
upcoming project needs and increased capital spending associated
with the purchase of a new dredge.  S&P views this cushion as
appropriate, given the industry volatility in revenues, capital
spending, and cash flow.

S&P could raise the ratings if domestic dredging demand continues
to remain healthy even as the economic recovery remains gradual
and if the company's credit measures, cash flow, liquidity, and
financial policies support a higher rating.  This would likely
mean that total debt to EBITDA would remain at 4x-5x and FFO to
total debt would be 10%-15% on average, and S&P would also expect
ongoing positive free cash flow.  However, over the next year, an
upgrade is unlikely given the issues the company is currently
facing in its demolition segment.

S&P' could lower the ratings if the company's liquidity
deteriorates.  S&P estimates this could occur if, for example, the
company were to violate a financial covenant under its revolving
credit facility again--though S&P expects ongoing covenant
tightness--or if the company continues to incur costs on projects
and invest working capital in projects while payments related to
these projects are delayed.


GREEKTOWN SUPERHOLDINGS: S&P Withdraws 'B' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
U.S. gaming operator Greektown Superholdings Inc., including the
'B' corporate credit rating on the company, the 'BB-' issue-level
rating and '1' recovery rating on Greektown's proposed first-lien
credit facility, and the 'CCC+' issue-level rating and '6'
recovery rating on Greektown's proposed second-lien term loan.
S&P withdrew the ratings at the request of the company.


GREYSTONE LOGISTICS: Extends Maturity of F&M Bank Loan to 2015
--------------------------------------------------------------
The F&M Bank & Trust Company and Greystone Manufacturing, L.L.C.,
a wholly-owned subsidiary of Greystone Logistics, Inc., entered
into a Fourth Amendment to the Loan Agreement dated March 4, 2005.
The Fourth Amendment (a) has an effective date of Feb. 28, 2013,
(b) extends the maturity date of the loan from F&M to Greystone
Manufacturing under the Loan Agreement to March 13, 2015, and (c)
increases the amount of the Loan by $250,000, whereby the
outstanding principal balance of the Loan would be $4,823,332 as
of Feb. 28, 2013.

In connection with the execution of the Fourth Amendment, (y) the
Company ratified its existing guaranty of Greystone
Manufacturing's obligations under the Loan Agreement, and (z)
Greystone Manufacturing executed a promissory note in favor of
F&M, whereby Greystone Manufacturing promises to repay the Loan.

A copy of the Fourth Amendment is available for free at:

                        http://is.gd/V4lTQm

                      About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

Greystone reported net income of $2.49 million for the year ended
May 31, 2012, compared with a net loss of $847,204 during the
prior fiscal year.  The Company's balance sheet at Nov. 30, 2012,
showed $12.48 million in total assets, $18.02 million in total
liabilities and a $5.53 million total deficit.


HANDY HARDWARE: Disputes $3.5MM Claim From Lauderdale City
----------------------------------------------------------
The Associated Press reports that Handy Hardware is disputing a
claim by the state of Mississippi that it owes $3.5 million to
Lauderdale County.  Handy Hardware President Morrie Aaron cites a
2009 memorandum of agreement among the company, the county, and
the city of Meridian, that says Handy would not have to repay a
federal Community Development Block Grant used to improve the
industrial park where its Meridian warehouse was built.  Mr. Aaron
is a financial consultant at MCA Financial Group, which was hired
to lead Handy after it filed for Chapter 11 bankruptcy.

According to the AP, Lauderdale County attorney Rick Barry
disputes Handy Hardware's claim, telling The Meridian Star that
paragraph in question doesn't apply because Handy Hardware stopped
doing business and went into bankruptcy.  Mr. Barry could not be
reached for comment by The Associated Press.

The AP relates the Mississippi Development Authority provided $3.5
million in federal CDBG money to Lauderdale County to build a
road, extend a sewer and prepare the site for the warehouse. The
amount came from a special pot of money Congress gave Mississippi
after 2005's Hurricane Katrina.  An MDA official wrote a letter to
the county in December telling it to retrieve the money from Handy
because Handy Hardware didn't keep its pledge to create 175 jobs
over three years.

The AP also reports that Mr. Aaron wrote in an e-mail to the AP
last week that "during the negotiations regarding incentives for
the project, the company made it clear that the company would not
consider building its facility if there were any liability for
repayment of amounts made available under the CDBG program."

The AP also relates MDA spokeswoman Sallie Williams on Tuesday
said the state isn't involved in seeking the money. She declined
to answer when asked whether Lauderdale County would have to find
other money to repay the state if it couldn?t get the $3.5 million
back from Handy.

                     About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.

A seven-member official committee of unsecured creditors has been
appointed in the case.


HARTFORD FINANCIAL: Fitch Affirms 'BB+' Preferred Stock Rating
--------------------------------------------------------------
Fitch Ratings has affirmed all ratings for the Hartford Financial
Services Group, Inc. and its primary life and property/casualty
insurance subsidiaries. The Rating Outlook is Stable.

KEY RATING DRIVERS

Fitch's rating action incorporates HFSG's near-term capital
management initiative, announced in February 2013, which reflects
the company's significantly altered business profile. HFSG's
recent sale of its individual life business to Prudential
Financial, Inc. and its retirement plans business to Massachusetts
Mutual Life Insurance, represents the final step in the company's
strategy to focus on its property/casualty, group benefits, and
mutual funds businesses.

These transactions generated a positive net statutory capital
impact to Hartford life of approximately $2.2 billion. This is
comprised of an increase in U.S. life statutory surplus and a
reduction in the U.S. life risk-based capital requirements.

As a result, the company's U.S. life subsidiaries paid
approximately $1.5 billion to the holding company in the first
quarter of 2013. This included a $1.2 billion extraordinary
dividend from its Connecticut domiciled life insurance companies,
primarily Hartford Life and Annuity Insurance Company (HLAIC). In
addition, the company dissolved Champlain Life Reinsurance Co., a
Vermont-based captive subsidiary of HFSG, and returned
approximately $0.3 billion of surplus to the holding company.

HFSG expects to utilize this capital for approximately $1.0
billion of debt repayments over the next year, including
maturities in July 2013 ($320 million) and March 2014 ($200
million). This should help the company to reduce its financial
leverage and improve its debt service. HFSG also anticipates
returning capital to shareholders through a $500 million multi-
year share repurchase program that expires at Dec. 31, 2014.

Fitch expects HFSG to maintain a financial leverage ratio at or
below 25% following the successful execution of the company's
capital management actions. HFSG's financial leverage ratio
(excluding accumulated other comprehensive income [AOCI] on fixed
maturities) increased to 27.2% at Dec. 31, 2012 from 22.5% at Dec.
31, 2011, due to additional debt issued to redeem the company's
10% junior subordinated debentures investment by Allianz SE.

HFSG's operating earnings-based interest and preferred dividend
coverage has been reduced in recent years, averaging a low 3.5x
from 2008 to 2012. This reflects both constrained operating
earnings and increased interest expense and preferred dividends
paid on capital over this period. Fitch expects HFSG's run-rate
operating earnings-based interest and preferred dividend coverage
to improve to at least 5.0x, with a reduced overall level of fixed
charges.

Fitch maintains separate IFS ratings on HFSG's life and
property/casualty companies that reflect each businesses
respective financial profile. Fitch considers the primary life
insurance subsidiaries to be non-core as the majority of life
businesses are not considered to be a material strategic focus of
the company.

Fitch continues to rate HFSG's three main life insurance companies
as a group, and thus they all share the same 'A-' IFS rating based
on their combined financial profile, with some uplift from being
part of the HFSG organization. This includes HLAIC, which is no
longer writing new business and holds the large book of runoff
annuities. Given its legacy status, in the event of material
changes in capital, reinsurance, asset or liability risk profiles
or branding within HLAIC, Fitch may differentiate its ratings from
that of the active members of the life group, Hartford Life and
Accident (HLA) and Hartford Life Insurance Company (HLIC). Fitch
notes HLAIC makes significant use of reinsurance to captive White
River Life Reinsurance Company (WRR) that is directly owned and
supported by HFSG.

The ratings for Hartford life's operations reflect an adequate
U.S. consolidated statutory capital position. While capital
generation is expected to remain flat through 2013, Fitch expects
consolidated U.S. life insurance to remain above the company's
325% RBC targets for its life operations and 125% for its VA
captive operation, WRR.

RATING SENSITIVITIES

The key rating triggers that could result in an upgrade to HFSG's
debt ratings include a financial leverage ratio maintained near
20%, maintenance of at least $1 billion of holding company cash,
and interest and preferred dividend coverage of at least 6x.
Continued success with the strategic plan and successful seasoning
of run-off operations would also be considered favorably. Fitch
considers a rating upgrade to be unlikely in the near term for
HFSG's life and property/casualty insurance subsidiaries.

The key rating triggers that could result in a downgrade include
significant investment or operating losses that materially impact
GAAP shareholders' equity or statutory capital within the
insurance subsidiaries, particularly as they relate to any major
negative surprises in the runoff VA business; a financial leverage
ratio maintained above 25%; a sizable drop in holding company
cash; failure to improve interest and preferred dividend coverage;
and an inability to execute on the company's strategic plan.

Fitch affirms these ratings with a Stable Outlook:

Hartford Financial Services Group, Inc.
-- Long-term IDR at 'BBB+';
-- $320 million 4.625% notes due 2013 at 'BBB';
-- $200 million 4.75% notes due 2014 at 'BBB';
-- $300 million 4.0% senior notes due 2015 at 'BBB';
-- $200 million 7.3% notes due 2015 at 'BBB';
-- $300 million 5.5% notes due 2016 at 'BBB';
-- $499 million 5.375% notes due 2017 at 'BBB';
-- $325 million 4.0% senior notes due 2017 at 'BBB';
-- $500 million 6.3% notes due 2018 at 'BBB';
-- $500 million 6% notes due 2019 at 'BBB';
-- $499 million 5.5% senior notes due 2020 at 'BBB';
-- $796 million 5.125% senior notes due 2022 at 'BBB';
-- $298 million 5.95% notes due 2036 at 'BBB';
-- $299 million 6.625% senior notes due 2040 at 'BBB';
-- $325 million 6.1% notes due 2041 at 'BBB';
-- $424 million 6.625% senior notes due 2042 at 'BBB';
-- $600 million 7.875% junior subordinated debentures due 2042 at
   'BB+';
-- $500 million 8.125% junior subordinated debentures due 2068 at
   'BB+';
-- $556 million 7.25% mandatory convertible preferred stock,
   series F at 'BB+'.

Hartford Financial Services Group, Inc.
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

Hartford Life, Inc.
-- Long-term IDR at 'BBB';
-- $149 million 7.65% notes due 2027 at 'BBB-';
-- $92 million 7.375% notes due 2031 at 'BBB-'.

Hartford Life Global Funding
-- Secured notes program at 'A-'.

Hartford Life Institutional Funding
-- Secured notes program at 'A-'.

Hartford Life and Accident Insurance Company
-- IFS at 'A-'.

Hartford Life Insurance Company
-- IFS at 'A-';
-- Medium-term note program at 'BBB+'.

Hartford Life and Annuity Insurance Company
-- IFS at 'A-'.

Members of the Hartford Fire Insurance Intercompany Pool:

Hartford Fire Insurance Company
Nutmeg Insurance Company
Hartford Accident & Indemnity Company
Hartford Casualty Insurance Company
Twin City Fire Insurance Company
Pacific Insurance Company, Limited
Property and Casualty Insurance Company of Hartford
Sentinel Insurance Company, Ltd.
Hartford Insurance Company of Illinois
Hartford Insurance Company of the Midwest
Hartford Underwriters Insurance Company
Hartford Insurance Company of the Southeast
Hartford Lloyd's Insurance Company
Trumbull Insurance Company
-- IFS at 'A+'.


HEARTHSTONE HOMES: Hearing on Case Conversion Set for May 6
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska has
rescheduled on May 6, 2013, at 1:30 p.m. the hearing on the motion
of C. Randel Lewis, duly appointed Chapter 11 Trustee of
Hearthstone Homes, Inc., to convert the Debtor's Chapter 11 case
to Chapter 7.

The hearing was initially set for March 18, 2013, at 9:00 a.m.

The Chapter 11 Trustee filed for case conversion, saying that
since the filing of this case, the Debtor in this case has ceased
operations.  The Chapter 11 Trustee has successfully liquidated
the majority of the bankruptcy estate's real estate and personal
property assets through court-approved sales.  The net proceeds of
those sales have been distributed to the secured creditors or are
being held pending resolution of an adversary proceeding mainly
between Wells Fargo Bank, N.A., and Hiller Electric with the
Chapter 11 Trustee named solely as the stakeholder holding the
funds.

The Chapter 11 Trutee said, ?The remaining assets of the
bankruptcy estate are certain causes of action including avoidance
actions which the Trustee is currently investigating and
pursuing.?  The Chapter 11 Trustee stated that conversion to
Chapter 7 will allow the orderly prosecution and administration
the Avoidance Actions under the U.S. Bankruptcy Code, and the
administration of the segregated funds pending further order
directing their distribution, without some of the administrative
costs and burden imposed in a Chapter 11 case.

The U.S. Trustee's office has indicated it has no objection to the
conversion motion.

                   About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that Hearthstone Homes sought bankruptcy
protection after a deal to sell the company fell through.
Hearthstone Homes' principal business activities have been the
purchase, development and sale of residential real property for
40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

The Official Committee of Unsecured Creditors was appointed on
March 2, 2012.  Gross & Welch, P.C., L.L.O., represents the
Committee.

On March 9, 2012, Wells Fargo Bank filed a motion to appoint a
Chapter 11 trustee, saying the Debtor had no unencumbered assets,
no cash, and no present source of income.  On March 13, an order
was entered granting the motion to appoint a Chapter 11 trustee.
The U.S. Trustee, through consultation with creditors, selected
C. Randel Lewis to be the Chapter 11 trustee, which was approved
by the Court on March 21, 2012.


HORIZON LINES: Incurs $94.7 Million Net Loss in 2012
----------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$94.69 million on $1.07 billion of operating revenue for the
fiscal year ended Dec. 23, 2012, as compared with a net loss of
$229.41 million on $1.02 billion of operating revenue for the year
ended Dec. 25, 2011.  The Company incurred a net loss of $57.96
million for the year ended Dec. 26, 2010.

The Company's balance sheet at Dec. 23, 2012, showed $601.23
million in total assets, $617.97 million in total liabilities and
a $16.74 million total stockholders' deficiency.

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

                        http://is.gd/3K3god

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


ICTS INTERNATIONAL: Inks Employment Agreement with Ran Langer
-------------------------------------------------------------
ICTS International entered into an employment agreement with Ran
Langer, one on its managing directors, which Employment Agreement
commences April 1, 2013, for a two year period and provides for a
monthly gross salary of EUR12,000.

ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.

ICTS specializes in the provision of aviation security and other
aviation services.  Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.

ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.

In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.

Mayer Hoffman McCann CPAs, in New York, N.Y., expressed
substantial doubt about ICTS International's ability to continue
as a going concern following the 2011 financial results.  The
independent auditors noted that the Company has a history of
recurring losses from continuing operations, negative cash flows
from operations, working capital deficit, and is in default on its
line of credit arrangement in the United States as a result of the
violation of certain financial and non-financial covenants.

The Company reported a net loss of US$2.15 million on
US$105.93 million of revenue for 2011, compared with a net loss of
US$8.12 million on US$98.43 million of revenue for 2010.

The Company's balance sheet at June 30, 2012, showed US$21.80
million in total assets, US$53.63 million in total liabilities and
a US$31.82 million total shareholders' deficit.


INFINITY AUGMENTED: Design Expert Named Chief Innovation Officer
----------------------------------------------------------------
Academic and design expert Helen Papagiannis has joined Infinity
Augmented Reality, Inc., as its Chief Innovation Officer.

"We are thrilled to have Helen Papagiannis aboard as she is truly
the best and the brightest in the field of Augmented Reality.
There is no telling what unique products and services she will
bring to market as Chief Innovation Officer," declared Avrohom
Oratz, the president and chief executive officer of Infinity
Augmented Reality.

Ms. Papagiannis brings a unique background in Augmented Reality to
Infinity AR that is both deep and wide in the worlds of academia
and commerce.  Working almost a decade in the Augmented Reality
sector, Ms. Papagiannis has experience as a designer and artist,
bringing concepts in Augmented Reality to the realm of commercial
success as a product for market.

Ms. Papagiannis commented, "I am looking forward to taking the
efforts of Infinity Augmented Reality to the next level.  With
Infinity AR's unique platform and recognition technology, the
potential for commercial applications are endless."

In her own words, Ms. Papagiannis, "I make, think, and dream
Augmented Reality."

Her professional career features industry recognition in such
achievements as addressing the prestigious TED (Technology,
Entertainment and Design) conferences with two TEDx talks and
being the keynote speaker at global conferences dedicated to
Augmented Reality.

These efforts in both the thought and deed of Ms. Papagiannis will
be joining an increasing array of talent at Infinity Augmented
Reality.  Moshe Hogeg, founder and CEO of Mobli, which was
described in an article in Forbes as "The Next Google," is on the
board of Infinity AR.  Mr. Hogeg has articulated the mission of
Mobli to be a visual search engine to show, "everything worth
seeing in the world."  About Ms. Papagiannis joining him, Mr.
Hogeg stated, "I could not be more excited about working with
Helen Papagainnis.  The opportunities for Augmented Reality are
endless and she will definitely help Infinity AR to realize its
potential."

Ms. Papagiannis will receive an annual base compensation of
$200,000.  Additionally, Ms. Papagiannis was granted 500,000 Non-
Qualified Stock Options under the Company's 2010 Equity Incentive
Plan.

                      About Augmented Reality

Augmented reality is a medium in which real sensory inputs are
enhanced, or augmented, with relevant digital information from the
Internet.  Using specially equipped eyewear, virtual images,
video, and sound are superimposed for the user over what is
actually seen and heard, heightening the real-life experience with
additional information that is pertinent, informative, practical,
and/or entertaining.  The individual user may also be fully
immersed in a virtual world, temporarily blocking out real
surroundings.  With augmented reality, sensory inputs are no
longer limited to what is within eyeshot or earshot, but may
incorporate, in real-time, all that the network has to offer.

Marcum LLP, in New York, N.Y., expressed substantial doubt about
Absolute Life's ability to continue as a going concern following
the Company's results for the fiscal year ended Aug. 31, 2011.
The independent auditors noted that the Company that the continued
existence of the Company is dependent upon its ability to generate
profit from its life settlement investments and to meet its
obligations as they become due.  "The demand for and selling
prices of the Company's products, may not be sufficient to meet
cash flow expectations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern."

The Company's balance sheet at Nov. 30, 2012, showed $10.4 million
in total assets, $10.6 million in total liabilities and a $125,000
total stockholders' deficit.


INSPIREMD INC: Amends $30 Million Common Shares Prospectus
----------------------------------------------------------
InspireMD, Inc., filed an amended registration statement on Form
S-1 with the U.S. Securities and Exchange Commission relating to
the resumption of a proposed underwritten public offering.  Under
the amended registration statement, the Company is offering $30
million worth of its shares of common stock.

In addition, InspireMD intends to grant the underwriters a 30-day
option to purchase up to an aggregate of 15% additional shares of
common stock to cover over-allotments, if any.

The Company intends to use the proceeds from the offering to
support the worldwide commercialization of the MGuardTM Coronary
in acute myocardial infarction, pursue FDA approval in the U.S.,
to redeem its convertible debentures, and for general corporate
purposes.

As part of the offering, the Company has applied to list its
shares of common stock on the NYSE MKT.

A registration statement relating to these securities has been
filed with the SEC but has not yet become effective.  These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective.

Cowen and Company, LLC, is sole book runner and JMP Securities is
acting as co-lead manager.  This offering shall be made only by
means of a prospectus.  Once available, a prospectus relating to
these securities may be obtained from Cowen and Company, LLC (c/o
Broadridge Financial Services) at 1155 Long Island Avenue,
Edgewood, NY, 11717, Attn: Prospectus Department, or by calling
(631) 274-2806.

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

The Company's balance sheet at Sept. 30, 2012, showed
$13.6 million in total assets, $14.4 million in total liabilities,
and a stockholders' deficit of $756,000.

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:

"The Company has had recurring losses and negative cash flows from
operating activities and has significant future commitments.  For
the six months ended December 31, 2012, the Company had losses of
approximately $9.4 million and negative cash flows from operating
activities of approximately $5.8 million.  The Company's
management believes that its financial resources as of December
31, 2012 should enable it to continue funding the negative cash
flows from operating activities through the three months ended
September 30, 2013.  Furthermore, commencing October 2013, the
Company's senior secured convertible debentures (the "2012
Convertible Debentures") are subject to a non-contingent
redemption option that could require the Company to make a payment
of $13.3 million, including accrued interest.  Since the Company
expects to continue incurring negative cash flows from operations
and in light of the cash requirement in connection with the 2012
Convertible Debentures, there is substantial doubt about the
Company's ability to continue operating as a going concern.  These
financial statements include no adjustments of the values of
assets and liabilities and the classification thereof, if any,
that will apply if the Company is unable to continue operating as
a going concern."

The Company's balance sheet at Dec. 31, 2012, showed US$11.59
million in total assets, US$11.39 million in total liabilities and
a US$204,000 in total equity.


INSPIREMD INC: Amendment No. 4 to Form S-1 Prospectus
-----------------------------------------------------
InspireMD, Inc., filed an amendment no.4 to the Form S-1
registration statement with the U.S. Securities and Exchange
Commission solely to add Exhibit 1.1 and to replace Exhibit 5.1.
Accordingly, Part I, the form of prospectus, has been omitted from
this filing.

Copies of the exhibits are available for free at:

                        http://is.gd/UZbLIP
                        http://is.gd/z6wVmv

                           About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

The Company's balance sheet at Sept. 30, 2012, showed
$13.6 million in total assets, $14.4 million in total liabilities,
and a stockholders' deficit of $756,000.

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:

"The Company has had recurring losses and negative cash flows from
operating activities and has significant future commitments.  For
the six months ended December 31, 2012, the Company had losses of
approximately $9.4 million and negative cash flows from operating
activities of approximately $5.8 million.  The Company's
management believes that its financial resources as of December
31, 2012 should enable it to continue funding the negative cash
flows from operating activities through the three months ended
September 30, 2013.  Furthermore, commencing October 2013, the
Company's senior secured convertible debentures (the "2012
Convertible Debentures") are subject to a non-contingent
redemption option that could require the Company to make a payment
of $13.3 million, including accrued interest.  Since the Company
expects to continue incurring negative cash flows from operations
and in light of the cash requirement in connection with the 2012
Convertible Debentures, there is substantial doubt about the
Company's ability to continue operating as a going concern.  These
financial statements include no adjustments of the values of
assets and liabilities and the classification thereof, if any,
that will apply if the Company is unable to continue operating as
a going concern."

The Company's balance sheet at Dec. 31, 2012, showed US$11.59
million in total assets, US$11.39 million in total liabilities and
a US$204,000 in total equity.


INTERNATIONAL COMMERCIAL: William Kinnear Named as Director
-----------------------------------------------------------
Pursuant to authorization under International Commercial
Television Inc.'s bylaws, the Company's Board of Directors has
appointed William N. Kinnear as a director, bringing the number of
directors to three.  The appointment is effective March 12, 2013.

Mr. Kinnear is a chartered accountant in Canada, and has over 40
years of experience as a senior officer with a variety of
companies, both public and private, in the accounting and
financial disciplines.  His experience includes the areas of
mortgage underwriting and finance, point of sale, steel
fabrication, secretarial services, and investments.

Mr. Kinnear is currently Corporate Secretary for a private
investment company, and provides corporate secretarial services to
a variety of companies, working closely with stock exchanges and
security commissions within Canada.  Mr. Kinnear has also spent 15
years as President of Corsec Canada, Inc., providing corporate
secretary services to small cap public companies.

Mr. Kinnear will receive an annual stipend of $4,000, and will be
granted an option to purchase 50,000 shares of the Company's
common stock at a purchase price of $.025 per share.

"We look forward to Mr. Kinnear's assistance and expertise as we
grow our business and broaden our investment base," the Company
said in a regulatory filing.

                 About International Commercial

Wayne, Pa.-based International Commercial Television Inc. sells
various consumer products.  The products are primarily marketed
and sold throughout the United States and internationally via
infomercials.

EisnerAmper, LLP, in Edison, New Jersey, expressed substantial
doubt about International Commercial Television'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 of the Company's recurring losses from operations and
negative cash flows from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$2.77 million in total assets, $3.02 million in total liabilities
and a $246,914 total shareholders' deficit.

                         Bankruptcy Warning

"There is no guarantee that the Company will be successful in
launching new product lines.  If the Company is unsuccessful in
achieving this goal, the Company will be required to raise
additional capital to meet its working capital needs or be forced
to delay future product lines due to insufficient cash flows.  If
the Company is unsuccessful in completing additional financings,
it will not be able to meet its working capital needs or execute
its business plan.  In such case the Company will assess all
available alternatives including a sale of its assets or merger,
the suspension of operations and possibly liquidation, auction,
bankruptcy, or other measures.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.


JMR DEVELOPMENT: Hearing on Plan Filing Extension Set for March 26
------------------------------------------------------------------
The Hon. Edward A. Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico has scheduled a hearing for March 26,
2013, at 9:30 a.m. On the Debtor's request for a 90-day extension
of time to file a reorganization plan and disclosure statement.

On Dec. 3, 2012, the Debtor filed a motion seeking for more time
to file its plan and disclosure statement, which was granted by
the Court until March 4, 2013.  On Feb. 27, 2013, Debtor forwarded
a settlement offer to Banco Popular de Puerto Rico and is waiting
on its response.  Meanwhile, the Debtor continues with its efforts
for its reorganization.  The Debtor says that it has undertaken
extensive work for the completion of its plan and disclosure
statement and that it needs an additional 90 days until June 4,
2013, to do so.

JMR Development Group Corp. filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 11-07907) on Sept. 16, 2011, in Ponce, Puerto
Rico.  CPA Luis R. Carrasquillo & CO., P.S.C serves as financial
accountant.  The Debtor scheduled assets of $12,732,474 and
debts of $48,587,611.  An affiliate, JMR Tourist Development
Group Corp. sought Chapter 11 protection (Case No. 11-07911) on
the same day.


KIWIBOX.COM INC: Monetizes Mobile Usage Alongside Mobile Growth
---------------------------------------------------------------
The Kiwibox network announced a partnership for its growing mobile
advertising space on both its social networking platforms KWICK.DE
and KIWIBOX.COM to monetize the shift to this growing mobile
usage.  In partnering with Stroer Interactive GmbH, one of the
leading independent online marketing companies in Germany, the
Kiwibox network is projected to earn annual revenues of $150,000
from this partnership over the next 12 months.  In preparation,
Kiwibox modified its mobile applications over multiple platforms
during the last quarter to accommodate for location and target-
group based advertising without disrupting the Company's members'
"one thumb" mobile navigation.

With the increasing migration to mobile, 40% of all members log-in
to Kiwibox and Kwick via their mobile devices and the Company
fully expects this mobile log-in rate to increase.  Based on these
numbers and the Company's new partnership the Company expects
advertising revenue to increase by 2000%.

                         About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective July
1,  2011, Kiwibox.com, Inc., became the owner of Kwick! --a top
social network community based in Germany.  Kiwibox.com shares are
freely traded on the bulletin board under the symbol KIWB.OB.

The Company reported a net loss of $5.90 million in 2011, compared
with a net loss of $3.97 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $7.99 million in total assets,
$21.09 million in total liabilities, all current, and a $13.09
million total stockholders' impairment.

"The ability of the Company to continue its operations is
dependent on increasing sales and obtaining additional capital and
financing.  Our revenues during the foreseeable future are
insufficient to finance our business and we are entirely dependent
on the willingness of existing investors to continue supporting
the Company with working capital loans and equity investments, and
our ability to find new investors should the financial support
from existing investors prove to be insufficient.  If we were
unable to obtain a steady flow of new debt or equity-based working
capital we would be forced to cease operations."

In their report on the 2011 financial statements, Rosenberg Rich
Baker Berman & Company, in Somerset, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficiency as of Dec. 31, 2011.


LEHMAN BROTHERS: Settles Claims of Bank Leumi, et al.
-----------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to approve its agreement with Bank Leumi Le-Israel Ltd.
The agreement authorizes the filing of Bank Leumi's $39.895
million claim against Lehman, assigned as Claim No. 68115.  The
claim amended the bank's original claim filed in 2009, which
asserted $102.170 million.  The agreement can be accessed for
free at http://is.gd/T6LpDL

Meanwhile, Lehman Brothers Holdings Inc. and a group of claimants
represented by Illinois-based Kirkland & Ellis LLP signed an
agreement amending 66 claims.  The claims seek damages resulting
from the rejection of the claimants' executory contracts with
Lehman.  A copy of the agreement is available for free at
http://is.gd/MKxJ2y

U.S. Bankruptcy Judge James Peck approved an agreement to settle
Claim No. 13903 filed by Aozora Bank Ltd., former lender to
Lehman Brothers Holdings Inc.'s Japan subsidiary.  Pursuant to
the agreement, Aozora Bank will have an allowed non-priority,
senior, non-subordinated general unsecured claim in the sum of
$469.93 million against Lehman in Class 5 under the company's
Chapter 11 plan.

                       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: Reaches Settlement With Canary Wharf et al.
------------------------------------------------------------
Lehman Brothers Holdings Inc. signed two separate agreements with
a group of claimants led by Canary Wharf Management Ltd.

The first agreement governs the scope of discovery of information
relevant to the resolution of their dispute over the group's
$4.5 billion claim.  The other agreement governs the turnover and
use of documents containing confidential information.  Full-text
copies of the agreements are available for free at:

   http://bankrupt.com/misc/LBHI_CanaryScope.pdf
   http://bankrupt.com/misc/LBHI_CanaryConfidentiality.pdf

The group filed a $4.5 billion claim against the company for
amounts due under a contract with Lehman Brothers Ltd.
Lehman challenged the claim, saying that under English law, it is
no longer obligated to pay the claim after the group forfeited
the contract.

Last month, the claimants asked U.S. Bankruptcy Judge James Peck
to hold a two-day hearing in June to consider the opinions of
English law experts.

Lehman Brothers Ltd. entered into the contract to lease a
property, including a 30-story office building, in London,
England.  Its obligation under the contract was guaranteed by the
holding company.

                       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: UK Unit Wins $1-BIL. Appeal on Hedging Contracts
-----------------------------------------------------------------
Lehman Brothers Holdings Inc.'s European unit won its appeal over
the interpretation of hedging contracts with the company's Swiss
subsidiary, according to a March 14 report by Bloomberg News.

A written decision handed down by Judge Mary Arden in the U.K.
Court of Appeals said the ruling may result in Lehman Brothers
International Europe receiving an extra $1 billion, Bloomberg
reported.  Lehman spread risk from its derivatives trades by
using inter-company agreements with Swiss subsidiary Lehman
Brothers Finance SA.  The appeal dealt with how those contracts
should be closed out and whether a letter setting out conditions
for unwinding those deals should be considered, according to the
report.

                       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: Seeking Buyers for Bond Building
-------------------------------------------------
Eastdil Secured LLC has begun marketing the Bond Building in
downtown D.C. to interested buyers, according to a March 12
report by Washington Business Journal.

Eastdil began marketing the property for Lehman Brothers Holdings
Inc. earlier this month.  The 12-story building could draw
interest from life insurance companies and other institutional
investors because of its high visibility at New York Avenue and
14th Street, the report said.

The property is assessed at about $90 million but Real Estate
Finance Intelligence previously reported that it could bring in
up to $105 million, according to the report.

Separately, Lehman plans to put its Ritz-Carlton Kapalua hotel in
Maui on the market in the next few months, according to a
Honolulu Star-Advertiser report.

A person with knowledge of the plan said the company is looking
for a broker to market the property.

Lehman financed the resort before filing for bankruptcy
protection in 2008, and gained control after foreclosing on the
loan, according to the report.

Jeffrey Fitts, Lehman's New York-based head of real estate and a
managing director at Alvarez & Marsal, had said in August that
the company would only sell assets to repay creditors once the
timing is right.

                       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.


LEXINGTON ROAD: Selling Equipment for $150,000 to Mexican Firm
--------------------------------------------------------------
Richard Craver, writing for the Winston-Salem Journal, reports
that the bankruptcy trustee for Lexington Road Properties Inc. is
asking permission to sell former Douglas Battery Manufacturing Co.
equipment for $150,000 to Acumuladores Omega SA, a battery
manufacturer based in Guadalupe, Mexico.  The equipment includes
three thermal care cooling towers, a water softener unit and three
bag houses, which are air-pollution control device that removes
particulates out of air or gas released from commercial processes
or combustion for electricity generation.

According to the report, the $150,000 covers the cost of removing,
dismantling and cleaning the equipment and disposal of the bags.
The buyers will pay an additional $115,000 in transportation
costs.  The company already has submitted a $75,000 installment
payment for the equipment.

The report also relates that Chapter 7 trustee Joseph Burns in
February sought permission to auction five tracts:

     * 5.62-acre site containing a warehouse;
     * 7.66-acre site containing an automotive building;
     * 2.74-acre site containing an office building and industrial
       battery plant;
     * 1.49-acre site of vacant land; and
     * 2.71-acre site with four vacant lots.

The report relates that, if approved, the auctions would take
place at 10 a.m. May 1 and May 2 at 500 Battery Drive. They would
be conducted by Rogers Realty and Auction Co. of Mount Airy.  A
hearing would be held May 8 to confirm the purchases.

Based in Winston-Salem, North Carolina, Lexington Road Properties
Inc., fka Douglas Battery Manufacturing Company, filed for
Chapter 11 protection on Jan. 27, 2012 (Bankr. M.D.N.C. Case No.
12-50121).  William B. Sullivan, Esq., at Womble Carlvle Sandridqe
& Rice, LLP, represents the Debtor.  Lexington Road declared in a
Feb. 15 filing it had $4.9 million in real and personal assets and
$1.1 million in liabilities.

In June 2012, Bankruptcy Court Judge Catharine Aron converted the
Chapter 11 case to a Chapter 7 proceeding to try to expedite the
sale of most of the Debtor's properties.


LIBERTY MEDICAL: Has Court OK to Hire E&Y as Restructuring Advisor
------------------------------------------------------------------
ATLS Acquisition, LLC, et al., sought and obtained authorization
from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware to employ Ernst & Young LLP as restructuring
advisor to the Debtors, nunc pro tunc to the Petition Date.

E&Y will, among other things:

      a. assist management with respect to post-bankruptcy
         implementation;

      b. assist with the preparation of first-day motions;

      c. develop communication plans for various constituents;

      d. assist with preparation of information required in the
         completion of the Statement of Financial Affairs and
         Schedules of Assets and Liabilities; and

      e. develop a process for the production of monthly operating
         reports.

E&Y will be paid at these hourly rates:

         Partner/Principal/Executive Director          $715-880
         Senior Manager                                $585-720
         Manager                                       $485-600
         Senior                                        $360-440
         Staff                                         $185-225

To the best of the Debtors' knowledge, E&Y 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.

On Feb. 28, the U.S. Trustee appointed a three-member Official
Committee of Unsecured Creditors.  Lowenstein Sandler LLP serves
as the Committee's lead counsel, Stevens & Lee P.C. Serves as co-
counsel.


LIBERTY MEDICAL: Taps Cousins Chipman as Conflicts Counsel
----------------------------------------------------------
ATLS Acquisition, LLC, et al., sought authorization from the Hon.
Peter J. Walsh of the U.S. Bankruptcy Court for the District of
Delaware to employ Cousins Chipman & Brown, LLP, as conflicts
counsel to the Debtors effective as of the Petition Date.

CCB will, among other things, negotiate, draft, and pursue
litigation and documentation necessary in conjunction with legal
disputes, at these hourly rates:

      Scott D. Cousins       $645
      Adam D. Cole           $625
      Ann M. Kashishian      $265

CCB will coordinate its efforts with Greenberg Traurig, LLP, the
Debtors' lead counsel, and clearly delineate their duties to
prevent any duplication of efforts.  CCB will represent the
Debtors in matters that Greenberg may be unable to handle due to
conflicts of interest.

To the best of the Debtors' knowledge, CCB 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.

On Feb. 28, the U.S. Trustee appointed a three-member Official
Committee of Unsecured Creditors.  Lowenstein Sandler LLP serves
as the Committee's lead counsel, Stevens & Lee P.C. Serves as co-
counsel.


LICHTIN/WADE: Plan Confirmation Hearing on March 27
---------------------------------------------------
Amanda Jones Hoyle, writing for Triangle Business Journal, reports
that a bankruptcy judge has scheduled a March 27 confirmation
hearing date for Raleigh real estate developer Harold Lichtin's
plan to salvage his ownership in Lichtin/Wade LLC, a west Raleigh
office park and repay all his creditors in full.

The report relates Lichtin/Wade filed an amended Chapter 11
reorganization plan on Jan. 22 with the U.S. Bankruptcy Court for
the Eastern District of North Carolina.  The plan proposed would
pay off all creditors in full, and it sets the timing of those
payments, says Raleigh bankruptcy lawyer Laurie Biggs, Esq., at
Stubbs & Perdue, which has been representing Lichtin/Wade in the
case.

According to the report, under the Plan, the top secured creditor,
ERGS II LLC, would get a lump sum of $2 million, plus monthly
payments of $240,158 over the next five years, plus a balloon
payment for the remaining principal on the note within five years
of the effective date.  ERGS II LLC had purchased the $39 million
in promissory notes from BB&T bank shortly after Lichtin filed the
bankruptcy petition.

Ms. Biggs, the report relates, says other creditors would get
monthly payments with a balloon payment at the end of five years.

According to a Dec. 29 report by the Troubled Company Reporter,
ERGS has alleged it is owed roughly $39 million and is, by far,
the largest secured and unsecured creditor in the single asset
real estate case.  As to ERGS, the Debtor's Second Amended Chapter
11 Plan provides ERGS will be allowed a secured claim of
$38,390,000.  The Plan proposes to amortize ERGS's claim over 30
years with interest at 5%.  The Plan provides the note will mature
in five years.

On March 26, 2012, the Debtor filed the Plan of Reorganization and
Disclosure Statement.  On April 11, 2012, the Debtor withdrew the
Plan of Reorganization and Disclosure Statement and re-filed the
Plan of Reorganization and the Disclosure Statement.  On July 19,
2012, the Debtor filed the First Amended Plan and First Amended
Disclosure Statement.  On Oct. 15, 2012 the Debtor filed the
Second Amended Chapter 11 Plan and the Supplement to the First
Amended Disclosure Statement.  ERGS filed an objection to
confirmation of the Debtor's Second Amended Plan of Reorganization
on Oct. 22, 2012.

On May 29, 2012, ERGS filed notices as to the transfer of the
Class 11 claims of Tri Properties, Inc. and MCC Realty Group,
Inc., two of the four claims in Class 11 - Tenant Broker Claims.

On July 17, 2012, ERGS filed its Motion to Terminate Exclusivity,
seeking termination of the exclusive periods relating to both
filing a plan and soliciting a plan, which motion attached a draft
of ERGS's proposed creditor's plan.  On July 25, 2012, the Debtor
filed a motion to extend exclusivity, but only with respect to
extending its exclusivity for soliciting votes with respect to the
Amended Plan.  On July 26, 2012, ERGS filed a disclosure statement
with respect to its proposed draft creditor's plan.  ERGS
subsequently filed its own Plan for the Debtor.  The Court
conducted a hearing on the Motion to Terminate and the motion to
extend exclusivity and later entered a scheduling order extending
the Debtor's exclusive period to solicit votes with respect to the
Amended Plan.  On Sept. 4, 2012, ERGS withdrew the ERGS Plan and
the ERGS Disclosure Statement.

                         About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012, amid efforts to refinance $39
million in construction-related loans and other debts connected to
two office buildings built in 2008 at 5420 and 5430 Wade Park
Blvd.  Lichtin/Wade, based in Wake County, North Carolina, owns
and operates the office park known as the Offices at Wade,
comprised of two Class A office buildings and vacant land approved
for additional office buildings.  The buildings are known as Wade
I and Wade.  Each building is over 90% leased, with only three
vacant spaces remaining between the two buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor disclosed $47,053,923 in assets and $52,548,565 in
liabilities as of the Petition Date.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LIFECARE HOLDINGS: Fails to Attract Competing Bids
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that hospital owner LifeCare Holdings Inc. didn't receive
any offers to complete with the bid from senior lenders to buy the
business in exchange for $320 million in secured debt, plus cash
for professional expenses and wind-down costs after the sale.  As
a result, the auction set for March 20 was canceled.  The hearing
to approve the sale, originally set for March 21, was rescheduled
for April 2.

The hospital operator couldn't find a buyer offering enough to pay
off the $353.4 million owing on the secured credit facility with
JPMorgan Chase Bank NA as agent.

LifeCare previously said the Chapter 11 case will "most likely" be
converted to liquidation in Chapter 7 following sale.

                     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.


LIGHTSQUARED INC: Wins Court Approval of Rincon Agreement
---------------------------------------------------------
U.S. Bankruptcy Judge Shelley Chapman approved a consignment
agreement between LightSquared Inc.'s subsidiaries and Rincon
Technology Inc.

The agreement calls for the transfer of certain equipment, which
LightSquared Network LLC and LightSquared Corp. acquired for their
4G LTE network.

Under the deal, the equipment will be transferred to Rincon for
marketing and resale to third parties.  Rincon will determine the
resale price for the equipment, however, it is required to provide
a guaranteed minimum cash price of $570,000 to LightSquared
Network and $250,000 to LightSquared Corp.

For all equipment sold, Rincon will get 35% of the net proceeds
while the LightSquared subsidiaries will get 65%.  LightSquared
will retain title to the property until it is purchased by Rincon
for resale.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented
LightSquared from building its coast-to-coast integrated satellite
4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LODGENET INTERACTIVE: Copies of Confirmation Order, Amended Plan
----------------------------------------------------------------
The Bankruptcy Court entered an order confirming the pre-packaged
plan of reorganization of LodgeNet Interactive Corporation.

On Jan. 27, 2013, LodgeNet 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 in which a
syndicate of investors led by an affiliate of Colony Capital, LLC,
will invest $60 million.

The Plan was voted on and accepted by the holders of in excess of
two-thirds in amount of the Company's secured debt and a majority
of such holders.  On Jan. 29, 2013, the Company filed with the
Bankruptcy Court the proposed Plan and related disclosure
statement in accordance with the Bankruptcy Code.

The Plan provides for the reorganization of the Company.  On the
Effective Date, a group of investors led by an affiliate of Colony
Capital will purchase 100% of the shares of new common stock in
the Reorganized Company for $60 million and certain investors will
purchase warrants to purchase additional shares of new common
stock.

All creditors of the Company will be paid in full, with interest,
in respect of allowed claims.  The holders of the Company's
secured debt, however, will receive an amended and restated credit
agreement, as previously disclosed.

All shares of the Company's common stock and the Company's 10%
Series B Cumulative Convertible Perpetual Preferred Stock will be
cancelled under the Plan and holders of these securities will not
receive any distributions thereunder.  All options and warrants to
purchase any securities of the Company will also be cancelled.

A copy of the Confirmation Order is available for free at:

                        http://is.gd/D2AdEv

A copy of the Amended Plan, as approved, is available at:

                        http://is.gd/MuRaKk

                         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.


MAPLE DALE COUNTRY CLUB: Files Chapter 11 Bankruptcy
----------------------------------------------------
Doug Denison, writing for The News Journal, reports that Maple
Dale Country Club filed for Chapter 11 bankruptcy protection
Friday, after years of declining membership and negative cashflow.
According to the report, the club's longtime member and former
president Larry McAllister would own the club outright according
to the club's "prepackaged" Chapter 11 filing.

The report notes Mr. McAllister, owner of a commercial metal
fabrication firm in Smyrna, loaned Maple Dale a total of $4.35
million from 2009 to 2012, according to court documents.  Last
month, he bought out a $2 million loan to the club from First
National Bank of Wyoming, which was declared in default 10 months
ago.

The report relates Mr. McAllister, who is also the club's largest
shareholder, said he would not comment on the bankruptcy action
until it is settled by the court, though he did say he sees the
plan "as a strength for the club going forward."

The report notes a press release from the club's attorney says the
restructuring should be complete within 60 days.


MARINA BIOTECH: To Continue Offering 5 Million Common Shares
------------------------------------------------------------
Marina Biotech, Inc., filed with the U.S. Securities and Exchange
Commission a post-effective amendment no. 2 to the Form S-3
registration statement to continue the registration of:

   (i) 130,568 shares of common stock issuable from time to time
       upon exercise of the warrants in the April 2008 offering
       subject to the April 2008 Prospectus Supplement;

  (ii) 68,750 shares of common stock issuable upon from time to
       time upon exercise of the warrants in the June 2009
       offering subject to the June 2009 Prospectus Supplement;

(iii) 26,882 shares of common stock issuable from time to time
       upon exercise of the warrants in the December 2009 offering
       subject to the December 2009 Prospectus Supplement;

  (iv) 86,345 shares of common stock issuable from time to time
       upon exercise of the warrants in the January 2010 offering
       subject to the January 2010 Prospectus Supplement;

   (v) 68,432 shares of common stock issuable from time to time
       upon exercise of the warrants issued in November 2010
       subject to the Second November 2010 Prospectus Supplement;

  (vi) 111,308 shares of common stock issuable from time to time
       upon exercise of the warrants issued in the February 2011
       offering subject to the February 2011 Prospectus
       Supplement;

(vii) 3,651,200 shares of common stock issuable from time to time
       upon exercise of the Series A Warrants subject to the
       November 2011 Prospectus;

(viii) 800,001 shares of common stock issuable from time to time
       upon exercise of the warrants issued in the March 2012
       offering subject to the March 2012 Prospectus Supplement;
       and

  (ix) 80,000 shares of common stock issuable from time to time
       upon exercise of the warrants issued to the placement agent
       in the March 2012 offering subject to the March 2012
       Prospectus Supplement.

The Company's common stock is traded on the OTC Pink tier of the
OTC Markets under the symbol "MRNA."  On Jan. 25, 2013, the last
reported sale price for the Company's common stock as reported on
OTC Pink was $0.40 per share.

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

                        http://is.gd/fE9sHd

                        About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

The Company reported a net loss of $29.42 million in 2011,
compared with a net loss of $27.75 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $8.01 million in total
assets, $10.36 million in total liabilities and a $2.35 million
total stockholders' deficit.

"The market value and the volatility of our stock price, as well
as general market conditions and our current financial condition,
could make it difficult for us to complete a financing or
collaboration transaction on favorable terms, or at all.  Any
financing we obtain may further dilute the ownership interest of
our current stockholders, which dilution could be substantial, or
provide new stockholders with superior rights than those possessed
by our current stockholders.  If we are unable to obtain
additional capital when required, and in the amounts required, we
may be forced to modify, delay or abandon some or all of our
programs, or to discontinue operations altogether.  Additionally,
any collaboration may require us to relinquish rights to our
technologies.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern."

"Although we have ceased substantially all of our day-to-day
operations and terminated substantially all of our employees, our
cash and other sources of liquidity may only be sufficient to fund
our limited operations until the end of 2012.  We will require
substantial additional funding in the immediate future to continue
our operations.  If additional capital is not available, we may
have to curtail or cease operations, or take other actions that
could adversely impact our shareholders," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


METRO SOUTH: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: Metro South Lot 13A, LLC
        599 Horsebarn Rd., Suite 102
        Rogers, AR 72758

Bankruptcy Case No.: 13-71009

Chapter 11 Petition Date: March 19, 2013

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Jason N. Bramlett, Esq.
                  FRIDAY, ELDREDGE & CLARK, LLP
                  3425 North Futrall Drive, Suite 103
                  Fayetteville, AR 72703
                  Tel: (479) 695-1102
                  Fax: (501) 244-5372
                  E-mail: jbramlett@fridayfirm.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Real Estate               Loan                   $243,484
Fellowship, LLC
3300 Market Street,
Suite 200
Rogers, Arkansas 72758

The petition was signed by Hunter Haynes, member.


MF GLOBAL: Giddens Has $546 Million Settlement With JPMorgan
------------------------------------------------------------
Sakthi Prasad, writing for Reuters, reports that JPMorgan Chase &
Co has reached a $546 million settlement with James Giddens, the
trustee liquidating MF Global Inc., the failed broker-dealer unit
of MF Global Holdings.  As part of a settlement, JPMorgan will:

     -- pay $100 million that will be made available for
        distribution to former MF Global customers; and

     -- return more than $29 million of the brokerage's funds
        held by the bank, while releasing claims on $417 million
        that was previously returned to Mr. Giddens.

"The settlement agreement resolves claims by the trustee and
customer representatives against JPMorgan that would otherwise
result in years of costly litigation between the parties with an
uncertain outcome," Mr. Giddens said in the filing, according to
the report.

According to the report, JPMorgan was the lead on a $1.2 billion
loan to MF Global, and was also one of its primary clearing banks
before the broker-dealer went bankrupt.  The bank had previously
retained claims on some of the collateral posted by MF Global that
led to the legal tussle.

The report also relates Mr. Giddens will also request the
bankruptcy court to authorize distribution of $250 million to
former MF Global Inc customers who traded on U.S. exchanges and
$50 million to customers who traded on foreign exchanges.

                          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.

On Oct. 31, 2011, 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), 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.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has 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.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

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.


MF GLOBAL: Silver Point Seeks Court Approval to Trade Claims
------------------------------------------------------------
Silver Point L.P. asked for approval from U.S. Bankruptcy Judge
Robert Gerber to trade claims including securities during the
pendency of MF Global Holdings Ltd.'s case as long it implements
so-called "ethical wall policies."

A member of the Official Committee of Unsecured Creditors, Silver
Point is concerned its claims would be subjected to possible
disallowance or subordination as a result of trading those claims
against MF Global or its affiliates.

                          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.


MONEYGRAM INTERNATIONAL: Moody's Rates New $975MM Debt 'B1'
-----------------------------------------------------------
Moody's Investors Service assigned B1 ratings to MoneyGram
International, Inc.'s proposed senior secured $125 million
revolving credit facility due 2018 and $850 million of term loan B
due 2020 (issued by MoneyGram Payment Systems Worldwide Inc., a
wholly-owned subsidiary of MoneyGram). The corporate family rating
was affirmed at B1 while the probability of default rating was
lowered to B2-PD from B1-PD. The rating outlook is stable.

Proceeds from the new debt are expected to be used to repay $488
million of senior secured term loans due 2017 and $325 million of
2nd lien notes due 2018. Upon closing of the refinancing, the Ba2
ratings on the existing senior secured revolver and term loan will
be withdrawn.

Ratings Rationale:

MoneyGram's B1 rating reflects the company's strong market
position in its core money transfer business and Moody's view of
the favorable long-term growth characteristics of the highly
fragmented worldwide money transfer industry. Moody's projects
mid-to-high single digit annual growth of global remittance flows
to developing countries over the next several years.

Moody's anticipates MoneyGram should be able to generate at least
mid-single digit revenue growth in 2013, however, as its weaker
non-core units (mostly official checks) weigh on consolidated
growth along with some pricing pressure in the money transfer
market. Performance of MoneyGram's money transfer business has
been solid, as volume growth has exceeded the World Bank's
estimate of global remittances in recent years.

However, Moody's believes the recent momentum of MoneyGram's money
transfer business (up 10% during 2012 on a year-over-year basis)
may be tempered in 2013 by significant pricing cuts in key
corridors by the industry leader, The Western Union Company.
Moody's expects EBITDA to grow at a slightly lower rate (at least
low single digits) given the promotional costs of entering new
markets as part of MoneyGram's expanding global presence.

As MoneyGram's debt structure will consist only of a single class
of bank loans, Moody's assumes a higher recovery rate for the debt
(65% as opposed to 50%), thereby resulting in a lower PDR.

The stable rating outlook reflects Moody's expectation of adjusted
debt to EBITDA of about 4 times at the end of 2013, at least mid-
single digit revenue growth, and conservative financial policies,
including steady debt reduction over the long term from free cash
flow.

The B1 CFR could be upgraded if it becomes apparent that MoneyGram
will achieve and maintain debt to EBITDA at or below 3.5 times for
an extended period of time, with solid and growing free cash flow
from the core money transfer business producing retained cash flow
to net debt of at least 20%. The ratings could be lowered with
declines in the core money transfer business revenue or
profitability, or if adjusted debt to EBITDA exceeds 5 times on a
sustained basis.

The following ratings were assigned:

Senior Secured Revolving Credit Facility due 2018 -- B1 (LGD3 -
32%)

Term Loan B due 2020 -- B1 (LGD3 - 32%)

The following rating was affirmed:

Corporate Family Rating -- B1

The following rating was lowered:

Probability of Default Rating -- B2-PD from B1-PD

The following ratings will be withdrawn upon closing:

$150 million Senior Secured Revolving Credit Facility due 2016 --
Ba2 (LGD2 -24%)

$488 million Senior Secured Term Loans due 2017 -- Ba2 (LGD2 -
24%)

The rating outlook is stable.

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.


MISSION NEWENERGY: High Court Junks Forced Liquidation of Unit
--------------------------------------------------------------
Mission NewEnergy Limited announced that the winding up petition
against its wholly owned Malaysian subsidiary, Mission Biofuels
Sdn Bhd, which was filed by KNM Process Systems Sdn Bhd has been
dismissed by the Malaysian High Court.  KNM has been ordered to
pay 15,000 Malaysian Ringgit (around A$4,600) to MBSB as legal
costs.

                    About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company's consolidated balance sheet at Dec. 31, 2012, showed
$7.05 million in total assets, $27.29 million in total liabilities
and a $20.24 million net deficit.


MOUNT ST. MARY'S: S&P Changes Ratings Outlook to Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook to
negative from stable on Mount St. Mary's University (MSMU), Md.'s
debt issued by Frederick County and Frederick County Educational
Facilities.  At the same time, S&P affirmed the 'BB+' long-term
debt rating.

"The negative outlook reflects a severe deterioration of financial
resource ratios, combined with continued deficits on a generally
accepted accounting principles basis, and relatively high levels
of debt," said Standard & Poor's credit analyst Carolyn McLean.
The outlook also reflects limited demand flexibility, a high
reliance on student-generated revenues, and high discount rates
for traditional undergraduates.

"We believe that sustained deficits, combined with very weak
financial resource ratios, limit financial flexibility, which if
not improved over the next year will likely result in material
weakening of credit quality and a downgrade," said Ms. McLean.

Founded in 1808, Mount St. Mary's University is the second-oldest
Catholic, liberal arts institution in the U.S. and is located on a
1,400-acre campus near Emmitsburg.


MOUNTAIN PROVINCE: Provides Gahcho Kue Project Update
-----------------------------------------------------
Mountain Province Diamonds Inc. provided an update on recent
developments at the Gahcho Kue project, a joint venture with De
Beers Canada Inc.

"There is a high level of activity at Gahcho Kue, which is
reflective of the significant advances made in preparation for
development of the first diamond mine," said Patrick Evans,
Mountain Province President and CEO.  "Encouraging progress
continues to be made with the permitting and we expect an updated
NI 43-101 resource statement for the massive Tuzo kimberlite in
Q2.  Already the world's largest and richest new diamond mine,
Gahcho Kue is set to get even bigger with the inclusion of the
Tuzo Deep potential resource.  With ground geophysics now
completed we're also gearing up to start exploration drilling of
the first 15 new targets in immediate proximity to the four known
kimberlites at GK.  If successful, our winter exploration drill
program may offer further exciting resource upside."

2013 winter ice road

The 2013 winter road reached the GK project site at Kennady Lake
on March 2, 2013, with the first loads arriving on March 4, 2013.
Over the next two weeks approximately 110 truckloads of materials,
equipment and fuel will be delivered to GK.  The final deliveries
are expected by before the end of March 2013.

Permitting

The public record for the environmental impact review closed
successfully on Jan. 3, 2013.  The report and recommendation from
the Gahcho Kue Panel is now awaited.  On completion, the Panel
report will be submitted to the Minister of Aboriginal Affairs and
Northern Development who has the authority to approve the
development of the first diamond mine at GK.  While both the Panel
report and Ministerial approval are awaited, the Mackenzie Valley
Land and Water Board has opened the public registry to facilitate
expeditious processing of the GK permits.

Mr. Evans commented: "The project development schedule remains
subject to final regulatory approval.  While there is a high level
of public and government support, delays in final regulatory
approval could impact the development schedule.  Shareholders will
be kept informed of further developments following receipt of the
report of the Gahcho Kue Panel".

Tuzo Deep

The Tuzo Deep geological report was completed in January, 2013 and
the Tuzo Deep grade report was completed in mid-February, 2013.
These reports were prepared by De Beers in its capacity as the
Operator of the GK project to establish the geological continuity
of the Tuzo kimberlite from the Probable Reserve portion (from
surface to 300 meters) to a depth of 564 meters and also to
provide a tonnage and grade estimate for Tuzo Deep.

The reports provide compelling evidence that the kimberlite units
present below 300 meters are the same as those present in the
Probable Reserve portion and also that similar grades were
estimated at depth.

The De Beers technical report does not classify the Tuzo Deep
potential resource in accordance with the Canadian Institute of
Mining, Metallurgy and Petroleum (CIM) guidelines.  Mountain
Province is therefore retaining an independent qualified person
(QP) to complete a quality assurance (QA) and quality control (QC)
review of the De Beers geological and technical reports with a
view to presenting to shareholders an updated independent National
Instrument 43-101 resource estimate for the Tuzo kimberlite.  It
is expected that this report will be released during Q2 2013.

Geophysics

A geophysics team was mobilized to GK in January, 2013 and
completed a ground gravity survey over 15 high-priority drill
targets.  There were 3,230 stations surveyed on 13 grids over the
15 targets.  The results from the survey will support final
exploration drill-hole placement.

Geotechnical drilling

Geotechnical drilling related to planned surface infrastructure at
GK commenced in February, 2013 and is expected to be completed
before the end of April.  A total of 33 sonic holes and 31 core
holes will be drilled.

Exploration drilling

Core drilling of the first phase 15 priority geophysical targets
is expected to commence before the end of March.  A second core
drill rig is being mobilized to site and the first phase drilling
is expected to be completed by the end of April.  Based on the
success of the first phase drill program, up to a further 14
priority geophysical targets may be drill tested.

Gahcho Kue is the world's largest and richest new diamond mine
development.  A December 2010 feasibility study filed by Mountain
Province (available on SEDAR) indicates that the Gahcho Ku‚
project has an IRR of 33.9%.

                     About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

After auditing the financial statements for the year ended
Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the
Company has incurred a net loss in 2011 and expects to require
additional capital resources to meet planned expenditures in 2012
that raise substantial doubt about the Company's ability to
continue as a going concern.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

Mountain Province's balance sheet at Sept. 30, 2012, showed
C$53.03 million in total assets, C$8.81 million in total
liabilities and C$44.22 million in total shareholders' equity.


MPG OFFICE: To Sell U.S. Bank Tower & Westlawn Garage for $267MM
----------------------------------------------------------------
MPG Office Trust, Inc., has entered into an agreement with an
affiliate of Overseas Union Enterprise Limited (Singapore Stock
Exchange: OUE) to sell U.S. Bank Tower and Westlawn Garage, each
located in Downtown Los Angeles, California.

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

                       About MPG Office Trust

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

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

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, 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.


NATIONAL HOLDINGS: Stockholders to Resell 29.4 Million Shares
-------------------------------------------------------------
National Holdings Corporation filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the resale at various times by the selling stockholders of up to
29,451,596 shares of the Company's common stock.

The Company will not receive any proceeds from the sale of shares
of its common stock by the selling stockholders.

The Company will pay the expenses incurred to register the shares
for resale, but the selling stockholders will pay any underwriting
discounts, commissions or agent's commissions related to the sale
of their shares of the Company's common stock.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "NHLD.OB".  On March 8, 2013, the closing sale
price of the Company's common stock was $0.27 per share.

A copy of the Form S-1 prospectus is available at:

                        http://is.gd/E2wcTc

                       About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $15.51
million in total assets, $18.44 million in total liabilities and a
$2.92 million total stockholdres' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NAVISTAR INTERNATIONAL: BlackRock Holds 3% Stake at Feb. 28
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Feb. 28, 2013, it beneficially owns 2,613,342 shares of common
stock of Navistar International Corp. representing 3.26% of the
shares outstanding.  BlackRock previously reported beneficial
ownership of 4,369,062 common shares or a 5.46% equity stake as of
Dec. 31, 2012.  A copy of the amended filing is available at:

                        http://is.gd/nFaC67

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.

The Company's balance sheet at Oct. 31, 2012, showed $9.10 billion
in total assets, $12.36 billion in total liabilities and a $3.26
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEO HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Neo Hospitality, LLC
        aka Salute Tuscan Grill
        270 Madison Avenue
        New York, NY 10016

Bankruptcy Case No.: 13-71324

Chapter 11 Petition Date: March 19, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Elio Forcina, Esq.
                  66-85 73rd Place
                  Middle Village, NY 11379
                  Tel: (718) 261-1711
                  Fax: (718) 458-2181
                  E-mail: forcinalaw@gmail.com

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

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

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

The petition was signed by Elio Forcina.


NEXSTAR BROADCASTING: FMR LLC Holds 7.7% A Shares at March 8
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed on
March 8, 2013, that they beneficially own 1,950,200 shares of
Class A common stock of Nexstar Broadcasting Group Inc.
representing 7.750% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/XJLI4b

                   About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million in
2009.  The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


OPTIMUMBANK HOLDINGS: Names J. Wagner as Chief Financial Officer
----------------------------------------------------------------
OptimumBank Holdings, Inc., appointed of Jeffry T. Wagner as Chief
Financial Officer, effective March 11, 2013, and subject to
regulatory approval.  The Company said that Mr. Wagner brings
strong financial foresight and integrity to the role.

"His ability to handle the issues of financial management and
anticipate the concerns facing the banking industry is impressive
and of great value to the Company.  With strong analytical skills
and assertiveness, Mr. Wagner will focus his efforts on helping us
continue to improve the NIM (Net Interest Margin) which is
currently at a two year high.  We are confident Mr. Wagner has the
ability to set forth the initiatives and strategies necessary to
improve the performance of OptimumBank," said Moishe Gubin,
Chairman of the Board.

Prior to joining the Company, Mr. Wagner served CFO, Executive
Officer and Treasurer of Florida Business Bank in Melbourne,
Florida, from 2007 to 2012.  From 2002-2006, Mr. Wagner was
President of Jeff Wagner Consulting LLC, specializing in business
plans, consolidation planning, modeling, settlements, growth
planning and other assignments, as well as providing interim or
part-time CFO services.  Prior to that, he was Senior Vice
President, Director of Planning and Analysis for Huntington
Bancshares in Columbus, Ohio.

"We are proud to have Jeffry Wagner associated with this Company
and we have every confidence in him and the future of this
Company," said Mr. Gubin.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

                     About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.

The Company's balance sheet at Sept. 30, 2012, showed
$150.0 million in total assets, $141.1 million in total
liabilities, and stockholders' equity of $8.9 million.

                  Regulatory Enforcement Actions

On April 16, 2010, the Bank consented to the issuance of a Consent
Order by the FDIC and OFR.  The Consent Order covers areas of the
Bank's operations that warrant improvement and imposes various
requirements and restrictions designed to address these areas,
including the requirement to maintain certain minimum capital
ratios.  Management believes that the Bank is currently in
substantial compliance with all the requirements of the Consent
Order except for the following requirements:

   * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of
     60% and 75%, respectively, of loans classified as substandard
     and doubtful in the 2009 FDIC Examination;

   * Retention of a qualified chief executive officer and a chief
     lending officer; and

   * Development of a plan to reduce Bank's concentration in
     commercial real estate loans acceptable to the supervisory
     authorities.

The Bank has implemented comprehensive policies and plans to
address all of the requirements of the Consent Order and has
incorporated recommendations from the FDIC and OFR into these
policies and plans.  As of Sept. 30, 2012, scheduled reductions of
the aforementioned 2009 classified loans were 59.44%.


OWENS-ILLINOIS INC: Moody's Affirms 'Ba2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
and the Ba2-PD Probability of Default Rating of Owens-Illinois
Inc. and assigned a Ba2 rating to the proposed EUR300 million
senior unsecured notes due 2021. The ratings outlook is stable.

The proceeds of the new notes will be used to redeem the company's
outstanding EUR300 million 6.875% senior notes due 2017. The new
notes will be issued by OI European Group B.V. and will be
guaranteed on a senior unsecured basis by Owens-Illinois Group,
Inc. and its domestic subsidiaries that guarantee the secured
credit facilities.

Moody's took the following rating actions:

Owens-Illinois Inc.

Affirmed Corporate Family Rating, Ba2

Affirmed Probability of Default Rating, Ba2-PD

Affirmed Speculative Grade Liquidity Rating, SGL-2

Affirmed $250 million 7.800% Sr. Debentures due 5/15/2018, B1 (LGD
6 -94%)

Owens-Brockway Glass Container, Inc.

Affirmed $600 million Sr. Sec. Multi Curr. Rev. Credit Facility
due 5/19/2016, Baa2 (LGD 1 -- 7% from LGD 1 - 8%)

Affirmed $300 million Sr. Sec. Revolving Credit Facility due
5/19/2016, Baa2 (LGD 1 -- 7% from LGD 1 - 8%)

Affirmed $600 million Sr. Sec. Term Loan B due 5/19/2016, Baa2
(LGD 1 -- 7% from LGD 1 - 8%)

Affirmed $690 million 3.0% convertible notes due 6/01/2015, Ba3
(LGD 5 -- 74% from LGD 5 -- 81%)

Affirmed $600 million 7.375% senior unsecured notes due 5/15/2016,
Ba3 (LGD 5 -- 74% from LGD 5 -- 81%)

OI European Group B.V.

Affirmed EUR 141.1 million Sr. Sec. Term Loan D due 5/19/2016,
Baa2 (LGD 1 -- 7% from LGD 1 - 8%)

Affirmed EUR 300 million 6.875% senior unsecured 3/31/2017, Ba2
(LGD 3 -- 41% from LGD 3 -- 45%) (To be withdrawn after
transaction closes)

Affirmed EUR 500 million 6.750% senior unsecured notes due
9/15/2020, Ba2 (LGD 3 -- 41% from LGD 3 -- 45%)

Assigned EUR 300 million senior unsecured notes due 2021, Ba2 (LGD
3 - 41%)

ACI Operations Pty. Ltd.

Affirmed $A 170.05 million Sr. Sec. Term Loan A due 5/19/2016,
Baa2 (LGD 1 -- 7% from LGD 1 - 8%)

O-I Canada Corp.

Affirmed CAD 116.28 million Sr. Sec. Term Loan C due 5/19/2016,
Baa2 (LGD 1 -- 7% from LGD 1 - 8%)

The ratings outlook is stable

Ratings Rationale:

The Ba2 Corporate Family Rating reflects OI's leading position in
the industry, wide geographic footprint and continued focus on
profitability rather than volume. The rating also reflects
improvements in credit metrics from debt reduction, cost-
cutting/productivity and cost pass-throughs. The company has led
the industry in establishing and maintaining a strong pricing
discipline and improving operating efficiencies which has had a
measurable impact on its operating performance and the competitive
equilibrium in the industry. OI is one of only a few major players
that have the capacity and scale to serve larger customers and has
strong market shares globally, including faster growing emerging
markets. Liquidity is good as the company has good free cash flow,
significant availability under its credit facility, significant
cash on hand, and adequate cushion under its financial covenant.
The company has disclosed it intends to focus on debt reduction
over the near-term.

The ratings are constrained by the concentration of sales and the
asbestos liabilities. The ratings are also constrained by the
mature state of the industry, cyclical nature of glass packaging
and lack of growth in developed markets. Glass is considered a
package for premium products and subject to substitution and
trading down in an economic decline. OI is heavily concentrated
with a few customers in the beer industry and has benefited from
the growth in premium beers. Additionally, OI generates
approximately 72% of sales internationally while the majority of
the interest expense is denominated in U.S. dollars.

The ratings could be downgraded if there is deterioration in the
credit metrics, further decline in the operating and competitive
environment, and/or further increase in the asbestos liability.
While large acquisitions are not anticipated, the rating and/or
outlook could also be downgraded for extraordinarily large, debt-
financed acquisitions or significant integration difficulties with
any acquired entities. Specifically, the ratings could be
downgraded if free cash flow to debt remains below 5%, debt to
EBITDA remains above 4.0 times, and/or the EBIT margin declines
below 13%.

The ratings could be upgraded if there is evidence of a sustained
improvement in credit metrics within the context of a stable
operating profile and competitive position. Specifically, the
ratings could be upgraded if free cash flow to debt increases to
greater than 9% and the EBIT margin increases to above 14% and
debt to EBITDA declines below 3.75 times.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


OWENS-ILLINOIS INC: S&P Affirms 'BB+' Corp. Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue rating and '3' recovery rating to OI European Group B.V.'s
proposed EUR300 million notes due 2021.  The '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default.  Proceeds will be used to redeem
the company's outstanding EUR300 million 6.875% senior notes due
2017.  S&P also affirmed its existing ratings on Owens-Illiinois
Inc., including the 'BB+' corporate credit rating.

"Our ratings on Owens-Illinois reflect the company's satisfactory
business risk profile and significant" financial risk profile,"
said Standard & Poor's credit analyst Liley Mehta.

With annual sales of $7 billion, Owens-Illinois is the world's
largest manufacturer of glass containers, with leading market
positions in most regions.  In 2012, 75% of its sales were outside
the U.S.  The company produces a wide array of glass containers
for beer, liquor, wine, food, tea, fruit juices, and other
nonalcoholic beverages.

The outlook is stable.  Credit measures have improved to near
appropriate levels, and S&P believes that management's actions to
improve operating efficiency and continued focus on debt reduction
should offset weak demand trends in Europe.  S&P believes that
financial policies are prudent and that management remains
committed to lowering debt leverage, such that FFO to total
adjusted debt can be achieved in 2013 and sustained in the
appropriate 20% to 25% range.

S&P could lower the ratings slightly if credit metrics
deteriorated such that FFO to total adjusted debt declined to or
below 15% with no prospects for recovery.  Based on S&P's scenario
forecasts, this could occur if the company is unable to pass on
higher costs to customers in a timely fashion or if economic
weakness materially depresses demand.  This could cause volume to
decline and EBITDA margins to fall below 16%.  S&P could also
lower the ratings if the company pursues debt-financed
acquisitions that cause deterioration in credit measures.

While not expected at this time, S&P could raise the ratings if
improved earnings and debt reduction caused FFO to total adjusted
debt to improve to 30% on a sustained basis.


PATRIOT COAL: UMWA Head Calls Proposed Benefit Cuts "Immoral"
-------------------------------------------------------------
Jim Suhrap, business writer for The Gleaner, reports that United
Mine Workers of America President Cecil Roberts told reporters on
Monday that Patriot Coal Corp.'s bid to cut retiree health care is
"immoral", as Patriot seeks millions of dollars for executive
bonuses and faces mounting payouts of $16 million in legal fees
and expenses.

"Patriot has thousand-dollar-an-hour lawyers and two-dollar-an-
hour morals," said Ms. Roberts.  "We think we're standing on
righteous ground here, and we're going to fight this fight,"
Roberts said.

The report notes Patriot, claiming its retiree health liability
has ballooned to $1.6 billion, has proposed creating a trust with
a maximum of $300 million from future profit-sharing to fund some
level of those benefits, with Patriot making an initial
contribution of $15 million.  Patriot CEO Bennett Hatfield said
the moves are "necessary for the survival of Patriot and the
preservation of more than 4,000 jobs."  Without such relief, he
argued, Patriot no longer could provide health care to 10,000
retired miners and 13,000 dependents.

A hearing is scheduled for April 10.

                         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.


PATRIOT COAL: Peabody Issues Statement on Lawsuit
-------------------------------------------------
Peabody Energy Corporation on March 14 issued a statement
regarding Patriot Coal's lawsuit.  "Our contract with Patriot Coal
states that we will fund a portion of Patriot's retiree healthcare
expenses for specified retirees. We have been providing funds
under this contract since the spinoff."

"This contract also appropriately states that, should Patriot's
benefit obligations decrease, our funding would proportionately be
reduced. Patriot is taking the untenable position that our
payments should continue in full in the future even if Patriot's
expenses are reduced.

"Such a claim is not only unreasonable, but counter to the
fundamental basis of the language in the contract. These are
Patriot's obligations and, to the extent they are reduced, we will
meet our agreement with Patriot to fund the new lower levels."

Patriot filed an initial lawsuit against Peabody "to ensure that
Peabody does not attempt to use Patriot's bankruptcy to escape
Peabody's own healthcare obligations to certain retirees."

                         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.


PEREGRINE FINANCIAL: Case Trustee Wants to Probe Ex-Accountant
--------------------------------------------------------------
Tom Polansek, writing for Reuters, reports that Ira Bodenstein,
the trustee overseeing Peregrine Financial Group, is asking the
Bankruptcy Court for authority to serve subpoenas on the futures
broker's former accountant, Victor DiMaggio.  Mr. Bodenstein wants
to obtain documents about Peregrine's finances from Mr. DiMaggio
and gain the power to compel him to sit for an interview.  Mr.
Bodenstein said in a court filing on Tuesday he is "gathering
information and investigating the involvement of various parties
in [founder Russell Wasendorf Sr.'s] fraudulent conduct."

Reuters says DiMaggio did not immediately respond to a message
left at his office.

Reuters recounts a bankruptcy judge in October granted Mr.
Bodenstein the authority to issue subpoenas to Jeannie Veraja-
Snelling, who was Peregrine's auditor, and two firms that had
"significant business dealings" with the broker.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHOENIX COMPANIES: Fitch Keeps 'B' IDR on Rating Watch Negative
---------------------------------------------------------------
Fitch Ratings has maintained its Rating Watch Negative on the 'B'
holding company Issuer Default Rating of Phoenix Companies, Inc.'s
(PNX) and the 'BB+' Insurer Financial Strength (IFS) ratings of
PNX's primary insurance operating subsidiaries following the
company's announcement that it will not meet previously announced
deadlines for filing restated GAAP financials or its 2012 10K.

KEY RATING DRIVERS

PNX announced that, due to the 'scope and complexity' of the work
involved in restating its GAAP financials, it will not file its
10K by March 18 or provide the bond trustee its 10Q for Sept. 30,
2012 by March 31 as previously announced. The company may request
a second extension from the bondholders to avoid the potential
acceleration of the maturity of its outstanding $253 million of
7.45% bonds due in 2032. PNX expects to provide an update on the
restatement process by April 30, 2013.

RATING SENSITIVITIES

The filing delays are tied to restatements of previously filed
audited and interim GAAP financials. If the final restated numbers
are not materially worse than the previously reported numbers,
Fitch could remove the Rating Watch and affirm the ratings.
Results that are materially worse could trigger a downgrade. An
acceleration of the debt maturity by the bond trustee or 25% of
the bondholders due to failure to get a further filing extension
from the bond holders would also trigger a downgrade.

Fitch has maintained the following ratings on Rating Watch
Negative:

Phoenix Companies, Inc
-- IDR 'B'.


Phoenix Life Insurance Company
-- IFS 'BB+';
-- IDR 'BB';
-- $126 million Surplus note 7.15% due Dec. 2034 'B+'.

PHL Variable Insurance Company
-- IFS 'BB+'.


PIEDMONT CENTER: Court Confirms Chapter 11 Plan
-----------------------------------------------
Judge J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern
District of North Carolina, Raleigh Division, confirmed on Dec. 3,
2012, the Plan of Reorganization filed by John A. Northern,
Chapter 11 trustee for Piedmont Center Investments, LLC.

The Plan contemplated the liquidation of all of the Debtor's
assets.  Unsecured claims will be paid on a pro rata basis from
all funds remaining after the liquidation of the Debtor's assets
and the payment of secured claims.  The secured claim of US
Federal Credit Union c/o Business Partners, LLC, will be
bifurcated into a $7.2 million secured claim and an unsecured
claim in an amount equal to the balance of the indebtedness held
by the business partners as of the Petition.  The allowed secured
claim of Business Partners will bear interest at the rate of 4.7%
per annum.  The secured claim of KeySource Commercial Bank will
also be bifurcated into a $1.8 million secured claim and an
unsecured claim in an amount equal to the balance of the
indebtedness of held by KeySource as of the Petition Date.

A full-text copy of the Plan Confirmation Order is available for
free at http://bankrupt.com/misc/PIEDMONTplanord1203.pdf

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq., at Howard,
Stallings, From & Hutson, P.A.

The Honorable J. Rich Leonard appointed John A. Northen, Esq. as
Chapter 11 trustee in September 2011.  Lehman Pollard of Nelson &
Company, PA, serves as trustee's accountant.

The Bankruptcy Administrator sought a Chapter 11 trustee, citing
that in August 2011, federal grand jury in the Eastern District of
North Carolina indicted Piedmont's Roger van Santvoord Camp on
fifteen felony counts related to bank fraud, false statements, and
identity theft.


PINNACLE AIRLINES: Gets Court Approval of Colgan-Chorus Deal
------------------------------------------------------------
Pinnacle Airlines Corp. obtained a court order approving a sale
agreement between Colgan Air Inc. and Chorus Aviation Inc.

The agreement authorizes Colgan to sell certain Bombardier Q400
tooling, spare parts, and a Pratt & Whitney model PW150A engine to
Chorus Aviation.  The assets (except the Bombardier Q400 tooling)
have been pledged as collateral under a credit agreement among
Pinnacle, Colgan and a group of lenders including CIT Bank.

Pinnacle will use the proceeds from the sale to pay lenders under
the credit agreement.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


PREMIER PAVING: Seeks to Use Cash Collateral Until June 2013
------------------------------------------------------------
Premier Paving Inc. seeks approval from the Bankruptcy Court to
use cash collateral for the period March through June 2013 in
order to pay necessary operating expenses.

Wells Fargo Bank, N.A., which asserts claims of $6.5 million for
loans provided prepetition, may have a secured lien position on
the Debtor's funds and revenues that constitute cash collateral.

The Debtor says its total assets value as of November 30, 2102, is
$11 million.  The Debtor's equipment, inclusive of its asphalt
plant, in which Wells Fargo has a lien has a market value of $7.5
million.  Wells Fargo also has a lien on two of the there parcels
of real property held by TKO, LLC which has a value of $2.2
million and are encumbered by liens senior to Wells Fargo, in the
total amount of $1.36 million.  The Debtor is generally using and
replacing is accounts receivable and cash in the ordinary course
of its operations.  Accordingly, the secured interest of Wells
Fargo in the Debtors' assets is adequately protected against the
Debtor's ongoing use of cash.

The Debtor previously entered into stipulations for the use of
cash, which allowed the Debtors to use cash collateral until
September 30, 2012 and until March 1, 2013.

The Debtor filed its plan of reorganization in October 2012.  The
Debtor seeks to use cash collateral during the plan negotiation,
solicitation and confirmation process.

As adequate protection to Wells Fargo:

a. the Debtor will continue to provide a replacement lien on all
   post-petition accounts and accounts receivable to the extent
   that the use of cash collateral results in a decrease in the
   value of the collateral;

b. the Debtor will continue to maintain adequate insurance
   coverage on all personal property assets and adequately insure
   against any potential loss;

c. the Debtor will continue to provide Wells Fargo, in addition
   to all periodic reports and information filed with the
   Bankruptcy Court, including debtor-in-possession reports, the
   following weekly reports or as otherwise;

d. the Debtor will only expend cash collateral pursuant to the
   Budget subject to reasonable fluctuation that result in a
   charge of no more than 15% in net cash flow per month;

e. the Debtor will pay all postpetition taxes;

f. the Debtor will retain in good repair all collateral in which
   such party has an interest;

g. the Debtor will pay Wells Fargo the sum if $25,000 per month
   during the term of this Order with the payment having been due
   on June 30, 2012; and

h. the Debtor will provide to Wells Fargo every two weeks a
   written report detailing the status of the sale if the asphalt
   plant.

                        About Premier Paving

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee is represented by
Onsager, Staelin & Guyerson, LLC.

The secured lender, Wells Fargo Bank N.A., is represented by
Douglas W. Brown, Esq., at Brown, Berardini & Dunning P.C.

The Debtor filed its Plan, along with its Disclosure Statement, on
Oct. 31, 2012.  There's a hearing Feb. 25 at 3:00 p.m. on the
Disclosure Statement.

Early in December, the Debtor won Court permission to employ
Pinnacle Real Estate Advisors LLC to provide professional broker
services related to the sale of certain of the Debtor's real
estate assets.


RANDY BULLOCK: Emory Law Students Bring Fight to Supreme Court
--------------------------------------------------------------
Nick Brown, writing for Reuters, reported that when the U.S.
Supreme Court hears arguments on Monday in Bullock v.
BankChampaign NA, a case over what constitutes defalcation by a
bankruptcy trustee, it will have the students of Emory University
School of Law to thank.

Reuters related that the Emory Law School Supreme Court Advocacy
Project, which may be the only student-run group aimed at seeking
out appealable cases to the nation's highest court, is responsible
for connecting appellant Randy Curtis Bullock with Thomas Byrne,
the Sutherland Asbill & Brennan lawyer who will argue the case.
While a handful of law schools have clinics and courses in which
faculty choose cases for students to study with an eye toward
drafting a petition for certiorari to the Supreme Court, Emory's
was founded by -- and is run by -- students, Reuters added.

According to the Reuters report, the group scours appellate
dockets for good candidates for Supreme Court petitions, then
helps connect the petitioner with attorneys and assists in
researching and drafting the petitions.

In the Bullock case, circuit courts were split, making it a prime
candidate for cert, Sarah Shalf, the group's faculty adviser,
said, Reuters said.  Bullock filed for bankruptcy in 2009, hoping
to discharge a $250,000 penalty imposed when a court found that he
had committed self-dealing stemming from his role as trustee of
his father's life insurance trust, the Reuters report related.
Bullock had made -- and eventually paid back -- three loans under
the trust, including to help his mother pay off debt.

BankChampaign, which became trustee after Bullock's resignation,
objected to the discharge, contending that Bullock's missteps
constituted defalcation, a misappropriation that results in a debt
not being dischargeable in bankruptcy, Reuters said.

Bullock argued his case pro se in bankruptcy court, then used
lawyers from Thigpen Behel Engelthaler & Scott on appeal, Reuters
added.  The Emory group stepped in because Bullock was unable to
finance an appeal to the Supreme Court, Byrne said in an interview
with Reuters.

The question before the court is what degree of misconduct
constitutes defalcation, and whether a trustee must have acted
with intent, Reuters related.

The case is Bullock v. BankChampaign NA, in the U.S. Supreme
Court, No. 11-1518.

For Bullock: Thomas Byrne, Esq. -- tom.byrne@sutherland.com -- at
Sutherland Asbill & Brennan.

For BankChampaign: Bill Bensinger -- bbensinger@bakerdonelson.com
-- Baker Donelson Bearman Caldwell & Berkowitz.


READER'S DIGEST: Files Schedules of Assets and Liabilities
----------------------------------------------------------
The Reader's Digest Association, Inc., 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
  B. Personal Property          $615,256,518
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $542,075,847
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $821,294,007
                              --------------   --------------
        TOTAL                   $615,256,518   $1,363,369,855

A copy of the schedules is available for free at
http://bankrupt.com/misc/rd_readersdigestschedules.pdf

The Reader's Digest Association's debtor affiliates also filed
with the Bankruptcy Court schedules of assets and liabilities
disclosing:

Debtor-Entity                         Assets       Liabilities
-------------                         ------       -----------
Ardee Music Publishing, Inc.            $73,800   $546,003,227
Direct Entertainment Media           $7,332,852   $558,771,625
   Group Inc.
Home Service Publications Inc.      $38,903,282   $558,205,592
Pegasus Sales Inc.                  $54,065,680   $598,310,625
Pleasantville Music Publishing Inc.          $0   $546,009,157
RDA Holding Co.                         $73,800   $546,003,227
Reader's Digest Children's          $11,349,327   $551,519,267
   Publishing Inc.
RDCL Inc.                                    $0   $546,003,227
Reader's Digest Consumer Services  $286,156,156   $548,268,203
RDA Digital LLC                      $2,619,743   $546,012,380
Reader's Digest Entertainment Inc.           $0   $546,059,039
Reader's Digest Financial Services  $13,285,378   $546,733,023
Reader's Digest Latino America           $7,038   $546,158,189
RD Large Edition Inc.               $34,186,423   $546,402,311
R.D. Manufacturing Corp.            $31,344,302   $547,626,350
RD Publications Inc.                $29,564,787   $575,376,232
Reader's Digest Sales & Services    $12,241,437   $559,711,081
RD SUB Co.                                  $0    $546,003,227
Reiman Media Group LLC            $409,162,787    $567,914,485
Reiman Manufacturing LLC            $6,937,245    $548,343,772
Taste of Home Media Group LLC      $27,362,765    $568,362,867
WAPLA LLC                                   $0    $546,003,227
W.A. Publications LLC               $1,687,588    $546,003,227
WRC Media Inc.                          $5,470    $546,008,464

Copies of the Schedules are available at:

* The Reader's Digest Association
http://bankrupt.com/misc/rd_readersdigestschedules.pdf
* Direct Entertainment Media Group Inc.
http://bankrupt.com/misc/rd_directentertainmentschedules.pdf
* Home Service Publications Inc.
http://bankrupt.com/misc/rd_homeserviceschedules.pdf
* Pegasus Sales Inc.
http://bankrupt.com/misc/rd_pegasusschedules.pdf
* Pleasantville Music Publishing Inc.
http://bankrupt.com/misc/rd_pleasantvilleschedules.pdf
* RDA Holding Co.
http://bankrupt.com/misc/rd_rdaschedules.pdf
* Reader's Digest Children's Publishing Inc.
http://bankrupt.com/misc/rd_rdchildrenssched.pdf
* RDCL Inc.
http://bankrupt.com/misc/rd_rdclsched.pdf
* Reader's Digest Consumer Services Inc.
http://bankrupt.com/misc/rd_rdconsumersched.pdf
* RDA Digital LLC
http://bankrupt.com/misc/rd_rddigitalsched.pdf
* Reader's Digest Financial Services Inc.
http://bankrupt.com/misc/rd_rdfsched.pdf
* Reader's Digest Latino America S.A.
http://bankrupt.com/misc/rd_rdlatinosched.pdf
* RD Large Edition Inc.
http://bankrupt.com/misc/rd_rdlesched.pdf
* R.D. Manufacturing Corp.
http://bankrupt.com/misc/rd_rdmfgchedules.pdf
* RD Publications Inc.
http://bankrupt.com/misc/rd_rdpublicationsschedules.pdf
* Reader's Digest Sales & Services
http://bankrupt.com/misc/rd_rdsalesched.pdf
* RD SUB Co.
http://bankrupt.com/misc/rd_rdsubsched.pdf
* Reiman Media Group, LLC
http://bankrupt.com/misc/rd_reimansched.pdf
* Reiman Manufacturing LLC
http://bankrupt.com/misc/rd_reimanschedules.pdf
* Taste of Home Media Group LLC
http://bankrupt.com/misc/rd_thmgsched.pdf
* WAPLA LLC
http://bankrupt.com/misc/rd_waprosched.pdf
* W.A. Publications LLC
http://bankrupt.com/misc/rd_wapsched.pdf

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


READER'S DIGEST: Committee Files Limited Objection to DIP Motion
----------------------------------------------------------------
The Official Committee of Unsecured Creditors has filed an
objection to the motion of Reader's Digest Association Inc. to
obtain from certain secured noteholders a total of $105 million of
postpetition financing.

The Committee recognizes the need for a DIP facility in these
cases.  The Committee, Debtors, DIP Lenders and Prepetition
Secured Parties have worked diligently with each other, and
achieved compromises on almost all of the Committee's concerns,
except for one major issue -- whether the New Money Lenders should
have the right to satisfy their claims first out of previously
unencumbered property (e.g., proceeds from avoidance actions and
other assets), rather than out of all other available collateral.

According to Vincent J. Roldan, Esq., at Vandenberg & Feliu LLP,
the proposed special counsel to the Committee, without a "last
out" structure on previously unencumbered property (akin to the
doctrine of marshaling), the unsecured creditors will be deprived
of all that may be available to them for a possible recovery.  The
Court should not permit that.  The Committee intends to continue
to discuss these issues with the New Money Lenders prior to the
final hearing on the DIP Motion.

As the DIP Facility is currently structured, Mr. Roldan notes that
the New Money Lenders are seeking liens on previously unencumbered
assets, including, among other things, proceeds of causes of
action under Chapter 5 of the Bankruptcy Code.  The Primed
Noteholders are seeking identical liens as adequate protection.
Simultaneously, the Debtors have entered into a Restructuring
Support Agreement with the Primed Lender and certain Primed
Noteholders.  Under the RSA, the DIP facility will be converted
into an exit facility, the Primed Noteholders' claims are
converted to 100% of the new common stock of the reorganized
debtors, and unsecured creditors are to be provided an amount
"TBD."

Pursuant to the DIP Facility and the RSA, Mr. Roldan submits that
the New Money Lenders are funding the New Money DIP Portion in a
way designed to give them complete control of these cases, convert
their prepetition debt to equity of the reorganized debtor, and
simultaneously limit or eliminate any value to the unsecured
creditors in the process.  In that regard, unsecured creditors are
unduly harmed by virtue of the liens being granted on Avoidance
Actions and previously unencumbered property.  If the New Money
Lenders are to have liens on proceeds of Avoidance Actions and
other previously unencumbered property in these cases, then the
Committee submits that the Final DIP Order must require that the
New Money Lenders first satisfy their repayment claims from other
property subject to their liens, and second from Avoidance Actions
and other previously unencumbered property.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


RESIDENTIAL CAPITAL: Files More Reply Briefs on $8.7-Bil. Deal
--------------------------------------------------------------
Residential Capital, LLC, and its affiliated debtors filed more
briefs in response to objections to the motion seeking approval of
the proposed $8.7 billion settlement with certain residential
mortgage-backed securities trusts.

In response to Assured Guaranty Municipal Corp. and certain of its
affiliates' objection, the Debtors disputed as false Assured
Guaranty's arguments that "the monoline insurers" are the parties
"who have the economic risk as well as the control rights" for the
claims of the 392 trusts involved in the proposed settlement
because Assured has provided insurance for only three of the 392
trusts, and its total payout on claims by those trusts, so far, is
approximately $67.7 million.

"Assured is a bit player in this drama. Its objection should be
viewed in the light of these facts," the Debtors said in the
brief.  The Debtors further argued, "Assured's objection largely
parrots arguments made by other objectors.  For example,
Assured asserts -- without citing any evidence -- that the
proposed settlement "is an integral part of the Debtors' efforts
to obtain a third party release for parent Ally Financial, Inc."

In response to the Junior Secured Noteholders' objection, the
Debtors stated, "[t]he JSNs do not challenge the most important
term of the proposed RMBS settlement . . . , [i]nstead, the JSNs
largely parrot the false arguments made by other objectors.  These
arguments -- that "Ally, not the Debtors, played the primary role
in negotiating" the settlement, that ResCap LLC's directors did
not exercise "due care" in approving the settlement, etc. -- have
already been fully refuted in the Debtors' earlier briefs."

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: FRB, Ally Object to End of FRB Review
----------------------------------------------------------
The Board of Governors of the Federal Reserve System oppose the
motion of Residential Capital, LLC, and its debtor affiliates for
entry of an order determining that (i) for purposes of any
proposed plan, GMAC Mortgage, LLC's obligation to conduct an
independent foreclosure review will be classified as a general
unsecured claim in an amount to be determined, and (ii) the
automatic stay prevents the Board of Governors from taking any
action to enforce the claim against ResCap and GMACM outside of
their Chapter 11 cases.

To recall, in April 2011, the Debtors and other mortgage servicers
signed a consent order under which they were required to conduct
extensive review of past foreclosures to find those that were
improper and compensate homeowners who suffered as a result.  The
Debtors said they are terminating the foreclosure review because
it costs them approximately $300,000 per day, adding a huge
administrative burden to their estates.

The Board of Governors asserted in court papers that, under the
terms of the enforcement action, GMACM's obligation to conduct the
Independent Foreclosure Review is not a "claim" within meaning of
Section 101(5)(B) of the Bankruptcy Code.  Any further action by
the Board of Governors against GMACM to enforce its Independent
Foreclosure Review obligations would clearly be an exercise of
"regulatory or police powers" within the meaning of section
362(b)(4), the Board of Governors further asserted.  A
determination by the Bankruptcy Court that the automatic stay
prevents the Board from taking any further action to enforce
GMACM's Independent Foreclosure Review obligation would contradict
the plain language of Section 362(b)(4) and controlling judicial
precedent," the Governors added.

"In substance, ResCap and GMACM are asking this Court to sanction
GMACM's disregard of a validly issued and legally enforceable
enforcement action from its primary Federal banking regulator --
an action that ResCap and GMACM "consent[ed] to compliance with
each and every applicable provision of" -- thereby relieving it of
its obligation to the Board to identify the borrowers financially
injured by ResCap's and GMACM's misconduct and make those
borrowers whole," the Governors argued.

Ally Financial, Inc., also asked the Court to deny the Debtors'
request arguing that the request flies in the face of statements
the Debtors have made since the beginning of these cases --
statements intended to ensure the Court and the parties that the
Debtors would honor their obligations under the Consent Order.
Ally relates that from the beginning of these cases, the Debtors
have represented to the Court and interested parties that they
would honor their obligations under a Consent Order with the
Federal Reserve.  Frank Reed, a pro se creditor, also objected to
the Debtors' motion, joining in the Governors' and Ally's
arguments.

Wilmington Trust, National Association, solely in its capacity as
indenture trustee for various series of senior unsecured notes in
the outstanding aggregate principal amount of approximately $1
billion issued by Residential Capital, LLC, informed the Court
that it supports the Debtors' Motion.

A hearing on the request was scheduled for March 21.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Examiner's Protective Order Okayed
-------------------------------------------------------
Judge Martin Glenn approved the modified uniform protective order
proposed by Arthur J. Gonzalez, the court-appointed Chapter 11
examiner for Residential Capital LLC.

Under the modified protective order, with respect to any document
produced to the Examiner after March 15, 2013, no disclosing party
will make a clawback request more than 14 days after the
production of the document, and the Examiner will not be obligated
to take any action, or to refrain from taking any action, in
response to any Clawback Request that was made to the Examiner
more than 14 days after the production of the document.  The
Examiner may make special considerations if and only if the
Clawback Request is based on bank regulatory privilege and is
strictly confined to just those specific portions of the subject
document, which are claimed to be subject to the bank regulatory
privilege.

The Examiner may reject a Clawback Request, with the rejection
being deemed final and binding unless the party making the
Clawback Request files a motion with the Court to challenge the
rejection within 7 days after the rejection, and there will be a
presumption in favor of the Examiner in regard to any challenge.

Prior to the approval of the modified Uniform Protective Order,
the Debtors' parent, Ally Financial, Inc., and several parties-in-
interest voiced their concerns to the Chapter 11 Examiner's
proposed changes to the uniform protective order with respect to
clawback requests.  Ally asserted that certain limited measures
must be inserted to ensure protection for the parties that have
produced millions of pages of documents and to ensure the
Protective Order as modified complies with federal law.

Ally suggested that (1) any modification of the Protective Order
must not change the legal requirements with respect to documents
covered by the bank examination privilege; and (2) the
modification of the Protective Order must not change the
obligations of counsel imposed by the federal rules regarding the
discovery of documents.  Ally also sought clarification that any
modification of the Protective Order applies only to material
produced to the Examiner, and for use exclusively by the Examiner.
The Debtors and Cerberus Capital Management, L.P., joined in
Ally's response.  The Debtors requested that any modification of
the Uniform Protective Order permits a party to seek leave of
Court to make a request for the return of privileged information,
even after the proposed deadline for automatic clawbacks has
passed.

The Official Committee of Unsecured Creditors argued that Ally's
reasoning is flawed, and asserted that any modification made to
the Uniform Protective Order should apply evenhandedly to all
parties with access to the depository.

Goldin Associates, L.L.C., also objected to the Examiner's motion
insofar as it imposes undue burden on producing parties,
especially smaller parties who are not actively participating in
these proceedings.  Goldin said most of its objections could be
addressed and eliminated with a few simple modifications to the
Examiner's proposed order -- modifications which would not
compromise the Examiner's ability to draft his report.

In response, the Chapter 11 Examiner maintained that his proposed
order would fairly preserve the parties' ability to assert
appropriate claims of inadvertent production subject only to
reasonable time limits on those assertions to provide him with the
certainty and finality critical to his task.  The Examiner
clarified that he is not asking anyone to waive privilege, only to
raise it by a time certain.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RIVER CANYON: Plan Confirmation Hearing Set for April 12
--------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado approved the disclosure statement explaining
River Canyon Real Estate Investments, LLC's Third Amended Plan of
Reorganization and scheduled a hearing to consider confirmation of
the Plan for April 12, 2013 at 9:30 a.m.

Objections to confirmation of the Plan must be filed on or before
March 29.  Ballots accepting or rejecting the Plan must be
submitted by the holders of all claims or interests on or before
the same date.

According to the Disclosure Statement, future payments and
distributions under the Plan will be funded by a combination of
operating income and exit financing.  The Debtor anticipates the
sale of The Golf Club at Ravenna and all attendant property,
including the lots comprising the golf course.  Finding a buyer
for the golf club would likely result in the construction of a
clubhouse much sooner than could be accomplished by the Debtor.
The Debtor also intends to obtain approval of minor zoning
modifications to the development to increase revenues.  The
project is currently zoned for 243 lots and a total of 249
dwelling units.  However, 23 lots in one of the project
neighborhoods -- Corda Bella -- are zoned for duplex construction.

In the long term, the Debtor intends to amend its master plan to
allow for a density of 315 dwelling units.  The Debtor believes
that obtaining authority to sell duplex lots will be a win-win
proposition because the price point is significantly lower,
resulting in a much larger pool of potential purchasers, and
because the increase in density will increase the tax base.

With respect to the approximately $680,000 in membership deposits,
the Debtor will turnover the monies to any purchaser of The Golf
Club at Ravenna provided the purchaser is bound to the same
requirement of constructing a clubhouse.  In the event The Golf
Club at Ravenna is not sold, the Debtor will hold the funds until
a clubhouse is constructed.

Under the Plan, general unsecured creditors, with claims expected
to total $46.8 million, will each receive a pro rata distribution
in the amount of 5% of the holder's claim.  Distributions will be
made in three equal annual installment payments beginning on the
Effective Date.  If the claims total $46.8 million, the 5% payment
will equal $2,340,000 and the annual payments will be in the
amount of $780,000.

All interests in the Debtor will be canceled upon the Effective
Date.  On the Effective Date, 100% of the membership interests in
the Reorganized Debtor will be issued to Lazarus Investments, LLC
in full satisfaction of the Debtor's repayment obligations under
the debtor-in-possession financing agreement approved by the
Bankruptcy Court.

                   About River Canyon Real Estate

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At Beal Bank's behest, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by Sender & Wasserman, P.C., as its Chapter 11
counsel.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


RG STEEL: Compensation Agreements with Two Sr. Staff Approved
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
RG Steel LLC and its affiliated debtors to enter into compensation
agreements with senior employees Richard Caruso and Jeff Gennuso.

As reported on Jan. 16 by TCR, the compensation agreements require
the senior employees to continue to work for the Debtors on a
purely incentive basis, with no salary or additional benefits.

Promptly following the end of each calendar month (commencing with
January 2013), each of the senior employees will be entitled
to receive a lump sum cash payment.  Together, the senior
employees' payments will be equal to the sum of:

   i. 1.25% of the net cash proceeds received by any of the
      Debtors from any asset disposition that is subsequently
      indefeasibly paid by any of the Debtors to Cerberus Business
      Finance, LLC, as agent for the junior lenders, or The Renco
      Group, Inc., during the immediately preceding month, which
      amount will be funded from the cash collateral of the junior
      lenders and Renco; and

  ii. 0.7% of the net cash proceeds received by any of the
      Debtors from any asset disposition that is subsequently
      indefeasibly paid by any of the Debtors to any of their
      respective Creditors (in their capacity as unsecured
      creditors) on account of such creditors' prepetition claims
      during the immediately preceding month, which amount shall
      be funded from the net cash proceeds of the asset
      disposition giving rise to such payment.

The amounts the senior employees would earn under the compensation
agreements represent all of the compensation that they will be
eligible to receive for their services from the Debtors from and
after Jan. 1, 2013, and is in lieu of any compensation, benefit
plans, bonus, or other incentive payments under any applicable
employment agreement, or prior policies or arrangements of the
Debtors that may have existed prior to Jan. 1, 2013.  The senior
employees entry into the compensation agreements, however, will
not impact such employees' entitlements under the MIP.

                          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: Employee Seeks Court Approval to Prosecute Appeal
-----------------------------------------------------------
Charles Boblitz asked for approval from the U.S. Bankruptcy Court
for the District of Delaware to prosecute the appeal filed in
connection with his lawsuit against RG Steel Railroad Holding,
LLC.

Mr. Boblitz sued the company in 2010 to recover $25 million in
damages for on-the-job injuries he sustained.  Early last year, a
jury awarded him damages in the amount of $750,000.

RG Steel and Mr. Boblitz both appealed the decision to the
Maryland Court of Special Appeals.  The appeal was pending at the
time of the filing of RG Steel's bankruptcy and, thus, has been
stayed by virtue of the automatic stay, according to a March 15
court filing.

                          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.


ROSELAND VILLAGE: Amends Plan & Accompanying Disclosures
--------------------------------------------------------
G.B.S. Holding, Ltd. and Roseland Village, LLC, delivered to the
U.S. Bankruptcy Court for the Eastern District of Virginia a First
Amended Disclosure Statement to provide creditors with adequate
information about their proposed plan of reorganization.

The Disclosure Statement contemplates the development of the 1,288
acres.  The Debtors will seek modifications of existing proffers
that are required by the Roseland Village approved zoning.  The
Plan contemplates that all of the assemblage will be subject to
the zoning modification application.  That application will
request the County of Chesterfield to approve the development
alternatives that were approved in the original master plan
development, subject to several changes.  If Roseland is developed
as planned, there will be sufficient assets to pay all of the
Debtors' creditors 100% of the obligations owed to them, according
to the Disclosure Statement.

The Debtors had proposed DIP financing to cover the costs that
would be incurred in the zoning modification phase and other
administrative expenses that would be paid in the bankruptcy
cases.  The DIP financing proposal, however, was resisted
unilaterally by the secured creditors.  Accordingly, the Debtors
proposed that the harvesting, or "Select Cut" timbering, which is
typical in the normal management of large tracts of property, be
the source of revenue for the expenses to be incurred during the
zoning modification phase as well as most of the administrative
and priority expenses incurred in the case.  The estimated value
of the timber to be harvested is between $575,000 and $655,000.

The amount that the unsecured creditors of Roseland and GBS will
receive is dependent on whether or not the Debtors are successful
during the marketing phase.  If the Debtors are completely
unsuccessful in selling any of the parcels for more than what is
owed on each parcel, then each unsecured creditor would not
receive any dividend from the sale of the Debtors' real estate
holdings.  Notwithstanding that fact, Roseland will escrow $6,800
and GBS will escrow $12,100 from the funds they receive from the
timbering of the property they owned.  The amounts will be
disbursed to the creditors on or before the second anniversary of
the Effective Date.

During the Zoning Modification Phase and the Marketing Phase,
neither Roseland Village nor GBS proposes to make any payments to
its creditors who had claims prepetition.  The Debtors believe
that the equity that exists in each parcel serves as adequate
protection of each creditor?s lien and position during the Phases.

A full-text copy of the First Amended Disclosure Statement, dated
Jan. 23, 2013, is available for free at:

          http://bankrupt.com/misc/ROSELANDds0123.pdf

                        About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case.
DurretteCrump PLC serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $42,950,000 in assets and $38,208,142 in
liabilities as of the Chapter 11 filing.  The petition was signed
by George B. Sowers, Jr., president, who serves as the  Debtor's
designee pursuant to a court order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump also represents
Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine-year period.  The property is located south
of Route 288 at its intersection with Woolridge Road.  Development
of the assembled parcel will take place in some cases without
regard to the property lines of the original 29 parcels that
comprise the land titled to GBS and Roseland Village.


ROSETTA RESOURCES: S&P Puts 'BB-' Notes Rating on CreditWatch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB-'
rating on Houston-based Rosetta Resources Inc.'s senior unsecured
notes on CreditWatch with negative implications.

The CreditWatch action follows Rosetta's announcement that it will
acquire Permian Basin assets from Comstock Resources for
$768 million.  The negative CreditWatch also reflects that S&P
could lower the rating depending on whether Rosetta uses debt to
finance this acquisition.  Rosetta expects the transaction to
close on (or about) May 15, 2013.  S&P will resolve the
CreditWatch shortly thereafter.

RATINGS LIST

Rosetta Resources Inc.
Corporate credit rating         B+/Stable/--

Ratings On CreditWatch Negative
                                 To               From
Senior unsecured notes          BB-/Watch Neg    BB-
  Recovery Rating                2                2


ROTHSTEIN ROSENFELDT: Chapter 7 Case Conversion Sought
------------------------------------------------------
Paul Brinkmann, writing for South Florida Business Journal,
reports that Fort Lauderdale attorney William Scherer has asked
the Bankruptcy Court to convert the three-year Chapter 11
bankruptcy for Rothstein Rosenfeldt Adler to a liquidation in
Chapter 7.

The report says conversion of the case would allow Mr. Scherer to
continue pursuing new civil suits for clients that were allegedly
by ponzi schemer Scott Rothstein.  Mr. Scherer represents dozens
of investors who lost money in the Ponzi scheme.

Bankruptcy trustee Herbert Stettin has filed a Chapter 11 exit
plan.  A major hearing in the case is set for March 20 at 9:30
a.m.  Business Journal relates that more than a dozen objections
have been filed to the plan, most of which are aimed at an effort
to cut off litigation against TD Bank in exchange for an
additional payment from the bank of up to $72.5 million. TD Bank
was Rothstein's biggest bank and has been found by a federal judge
to have had knowledge of Rothstein's fraud and to have aided the
fraud.

According to the report, the Chapter 11 trustee and his attorneys
at Berger Singerman are arguing that a bar order against further
TD Bank lawsuits is the most efficient way to wrap up the case.
But Mr. Scherer and other attorneys in the case have labeled that
plan as a "shocking" benefit to TD, which still faces multiple
lawsuits.

According to Business Journal, in a recent interview, Mr. Scherer
said Berger Singerman angered many creditors in the bankruptcy by
suing almost everyone involved.  The report notes Mr. Stettin's
attorney, Paul Singerman, has been unavailable for an interview.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case filed a bankruptcy plan and disclosure statement on Aug. 17.
The plan was filed and signed by the Committee attorney, Michael
Goldberg of Akerman Senterfitt, and not by the court-appointed
trustee Herbert Stettin.  The plan calls for the creation of a
liquidating trust and four classes of claimants.  A date for
confirmation of the plan was left blank.


SALON MEDIA: Amends Report on Recapitalization Plan
---------------------------------------------------
Salon Media Group, Inc., filed an amendment to its current report
on Form 8-K, originally filed with the Securities and Exchange
Commission on March 7, 2013, disclosing the Company's
recapitalization plan.  The amendment was being filed solely for
the purpose of correcting the information regarding shares of
preferred stock held by certain affiliates of the Company
appearing page 3 of the Original Report.

On March 1, 2013, Salon Media Group, Inc., completed a
recapitalization in which all of its convertible notes, related
party advances and certain accrued consulting fees (aggregating
$15,651,000, including interest on the convertible notes through
Feb. 28, 2013) and substantially all shares of its convertible
preferred stock were exchanged for an aggregate of 72.87 million
shares of common stock at a price of $0.35 per share.

Outstanding convertible notes plus interest at Feb. 28, 2013, was
approximately $3,504,000, all of which was exchanged for an
aggregate of 10,012,372 shares of common stock.  Approximately
20.2% of the convertible notes was held by a non-affiliate of the
Company.  Outstanding related party advances at Feb. 28, 2013,
including accrued consulting fees of $158,000, was approximately
$12,146,000, all of which was exchanged for 34,704,143 shares of
common stock.

The board of directors of the Company has authorized an increase
in authorized common stock to 150 million and will seek approval
of the Common Stock Increase at a special meeting of the
stockholders that the Company has called for April 18, 2013.  Mr.
Warnock, Mr. Hambrecht and Ms. Hambrecht and the entities
affiliated with each of them hold in the aggregate approximately
58.05% of the voting power of the Company (which includes the
remaining Series C voting on an as-converted basis but excludes
the approximately 46.6 million of shares remaining to be issued in
the Recapitalization), and have entered into a voting agreement to
vote their shares in favor of the Common Stock Increase.  The
Common Stock Increase must be approved by a majority of the voting
power of the Company.  Therefore, the Company will not solicit
proxies for the special meeting.  The Company will issue the
balance of approximately 46.58 million shares to be issued in the
Recapitalization promptly following the special meeting.

A copy of the Form 8-K, as amended, is available at:

                        http://is.gd/ur5WzY

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

The Company reported a net loss of $4.09 million for the
year ended March 31, 2012, a net loss of $2.58 million for fiscal
2011, and a net loss of $4.86 million for fiscal year 2010.
The Company's balance sheet at Dec. 31, 2012, showed $1.39 million
in total assets, $17.03 million in total liabilities and a $15.64
million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SAN BERNARDINO: Chap. 9 Status Conference to Continue Today
-----------------------------------------------------------
The San Bernardino Police Officers Association submitted a Chapter
9 status conference statement to state that the SBPOA deems it
relevant to submit some recent crime statistics to the Court
and parties.  According to the statement, as has been described in
open court over the course of recent months, crime statistics in
the City of San Bernardino, California have risen at an alarming
rate during the bankruptcy case. While the City has unilaterally
made substantial cuts to the number of sworn officers, their wages
and benefits, each and every sworn officer has continued to do his
or her utmost to protect the City.

In response, the City submitted a status conference statement
so that the Court has an accurate record of: (1) the status of
providing documents informally requested by California Public
Employees' Retirement System to other creditors and interested
parties; (2) the complete exchange of e-mail communications
between the City's counsel and counsel for other creditors and
interested parties related to the production; and (3) the City's
efforts to obtain an interim agreement of counsel for creditors
and interested parties not to disclose certain private financial
and otherwise privileged and confidential information until such
time as a mutually agreeable written agreement could be reached so
that the documents could be produced as fast as possible and
without the time delays attendant to negotiation of such written
agreement.

The City, CalPERS and the San Bernardino Public Employees
Association has agreed, with the Court's approval, to continue the
status conference to March 21, 2013, at 10:00 a.m.

                    About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN BERNARDINO: U.S. Bank's Request for Doc. Production Resolved
----------------------------------------------------------------
On January 11, 2013, U.S. Bank National Association, as Indenture
Trustee, filed a motion under Rule 2004 of the Federal Rules of
Bankruptcy Procedure to compel examination of City of San
Bernardino, California and for the production of documents.

The Court granted the Motion and required that the Debtor to
produce the requested documents and information on or before
March 18, 2013, and that the examination of a designee of the City
was to be held on March 22, 2013 at 10:00 a.m.

After the Court entered the Rule 2004 Order, the City informally
provided information that it believed addressed the concerns of
U.S. Bank that prompted it to file the Rule 2004, and U.S. Bank
has determined that the City has provided sufficient information
to address all of those concerns. As a result, the City and U.S.
Bank have stipulate and agree that no further production of
documents is required and no examination of a designee of the City
is required.

                    About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN BERNARDINO: Individuals' Lift Stay Motions Pending
------------------------------------------------------
Various individuals have filed lift stay motions in the City of
San Bernardino, California's Chapter 9 case:

   * Francisco Yovani Sanchez Joaquin wants the stay lifted to
     permit his civil rights action entitled Francisco Yovani
     Sanchez Joaquin vs. City of San Bernardino, et al., case no.
     CV 10-07138 CAS (RCx) pending in the United States District
     Court for the Central District of California, Central
     District to proceed against police officers who are not
     parties in the City's bankruptcy and are not immune from
     liability for excessive force under California and federal
     law.

     The City has argued that the motion should be denied because
     Mr. Joaquin has not presented any evidence to demonstrate
     that "cause" exists to modify the automatic stay and the stay
     should continue in the action.

     The matter is set for hearing on March 27, 2013.

   * Maria Nataly Sanchez and Rigoberto Sanchez wants the stay
     lifted to pursue their pending lawsuit against the City of
     Bernardino Municipal Water Department in a non-bankruptcy
     forum.  The Sanchezes assure the Court that they seek
     recovery only from applicable insurance, if any, and waives
     any deficiency or other claim against the Debtor or estate
     property.

     The City and the Sanchezes agreed that the motion will be
     heard on April 24, 2013.

   * Kim Thompson has also sought relief from the automatic stay.
     The City and Ms. Thompson stipulated that the new hearing
     date for Ms. Thompson's motion is July 3, 2013, at 11:00 a.m.

                    About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN BERNARDINO: Approves $1+ Million Pay Hike for Police, Firemen
-----------------------------------------------------------------
Tim Reid, writing for Reuters, reports that the city of San
Bernardino, California, on Monday night approved more than
$1 million in pay increases for police and firefighters despite
claims it can barely make payroll, let alone afford the salary
hikes.  The city, Reuters notes, is slated to appear before the
Bankruptcy Judge this week to plead for bankruptcy protection.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

In February 2013,, San Bernardino named Allen J. Parker as city
manager after its acting city manager, Andrea Travis-Miller, quit.
Parker, who twice declared personal bankruptcy, has an annual
salary of almost $222,000 as city manager.


SAN BERNARDINO: April 4 Prelim. Hearing on Pending Motions Set
--------------------------------------------------------------
Pursuant to a court-approved stipulation between the City of San
Bernardino, California, the San Bernardino Public Employees
Association, San Bernardino Police Officers Association and the
California Public Employees' Retirement System, the U.S.
Bankruptcy Court for the Central District of California will hear
at the same time on April 4, 2013, at 1:30 p.m., pending motions
filed by the parties.

The hearings will be preliminary hearings and no discovery will be
sought or taken in connection with the motions prior to the
preliminary hearing.  The parties will meet and confer regarding
discovery.

The pending motions include motions for relief from the automatic
stay filed by the SBPEA, SBPOA and the San Bernardino City
Professional Firefighters Local 891, to which the City has
objected to.  The National Public Finance Guarantee Corporation, a
creditor and party-in-interest, has joined in the City's
objections.

Another pending motion is the one filed by City early this month
seeking approval of (a) its rejection of collective bargaining
agreements with the SBPEA, the SBPOA, and the SBCPF; and (b)
February 1, 2013 modifications of the collective bargaining
agreements.  In its motion, the City explained that it attempted
to negotiate a common set of consensual modifications to its
Memorandum of Understanding with seven labor organizations to
address its severe financial crisis.  It reached agreement with
four of the seven labor organizations, which modifications took
effect on February 1, 2013.  Three unions -- the SBPEA, SBPOA and
SBCPF -- did not agree.  Since the City cannot afford, both
financially and equitably, to maintain the benefit levels that
were in the MOUs of the Dissenting Unions on the Petition Date,
the City has no choice but to reject these MOUs.

The Court, on March 18, 2013, granted a lift stay motion filed by
the San Bernardino City Unified School District with respect the
case captioned Jacob Trott v. Serrano Middle School, et al.
pending in the Superior Court of California, County of San
Bernardino.  The Court says the stay is lifted for the Unified
School District to conduct limited discovery; and to take
deposition.  The City is obligated to respond to the discovery
subject to the requirements of California Code of Civil Procedure.

                    About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SBMC HEALTHCARE: Creditors File Liquidating Plan
------------------------------------------------
SBMC Healthcare LLC's bid to confirm a Chapter 11 plan may have
just gotten harder after the official committee of unsecured
creditors appointed in the case delivered on March 8 a plan to
liquidate the Texas hospital operator.

SBMC is slated to return to the Bankruptcy Court in Houston,
Texas, on March 26 to seek confirmation of its Third Amended Plan
of Reorganization.  The Plan was filed March 7.  The disclosure
statement explaining the Plan was approved by the Court Feb. 27.

Under the Third Amended Plan, the Debtor is still maintaining and
operating the six-storey Hospital for purposes of sale of the
Hospital.  The Debtor retained Transwestern Property Company SW
GP, L.L.C. d/b/a Transwestern to aid the Debtor in marketing the
Hospital to qualified purchasers.  The Plan proposes that the
Property including the Hospital and Assets be sold on or before
April 14, 2013, or the Property is to be transferred and conveyed
to a Liquidating Trust for marketing of the Property for sale,
liquidation of the Assets and distributions to Creditors holding
Allowed Claims.

Previously, the Debtor solicited votes on its Second Amended Plan
of Reorganization.  Those ballots and votes on the Second Plan
were due by Feb. 18, 2013, and were received by the Debtor.
However, on Feb. 26, the Court held a hearing on continuance of
the confirmation hearing of the Second Plan. At that hearing,
the Court approved a continuance of the confirmation hearing due
to the Debtor's ongoing negotiations with the third best bidder to
purchase the Hospital and for other reasons and granted the Debtor
and any party in interest the right to file a reorganization plan,
or amend it as necessary.  The Debtor determined that it needed to
modify and amend its Second Plan and resolicit votes on the new
Plan, again as required under the Bankruptcy Code.

Of the Ballots received by Feb. 18, 2013, casting votes on the
previous Plan, Classes 1, 10 and 11 voted to accept the Plan.  The
Debtor carried Class 13, the unsecured creditor class, by a
substantial number of votes, but received only 64% rather than 66
and 2/3% in amount of the claims for which votes were cast.

The Unsecured Creditors Committee had objected to the second
amended version of the Debtor's Plan.  The Committee argued that
substantial unsecured claims have been filed by insiders and
equity of the Debtor.  The Claims have not been voluntarily
subordinated by the claimants, objected to by the Debtor, or
treated separately in the Plan.  Therefore, the Committee said,
the Claims are still treated in Class 13 - the Unsecured Class,
which is impaired.  The Debtor agreed to not count the Claims in
calculating the Ballots for the Plan.  As a whole, the Unsecured
Class did not vote for the Plan.  The Plan, the Committee said, is
not fair and equitable to unsecured creditors and violates the
absolute priority rule.  The Committee wants the Insider Claims
subordinated to the Unsecured Class.

                      Hospital Property Sale

SBMC purchased the Hospital and related real property from Spring
Branch Medical Center, Inc., an HCA affiliate, in February 2011.
The Hospital Property is appraised at $19.2 million.  The Debtor
currently has a signed Asset Purchase Agreement for consideration
of $9.9 million in cash value plus assumption of WT-FICA tax
liability totaling $2.4 million for a total purchase price of
$12.3 million.

The Medical Office Building Property is appraised at $1.45
million.  The Debtor closed a signed Asset Purchase Agreement for
$1.250 million and the net sales proceeds was roughly $470,000
after payment of closing costs, lender Virgo Finance Company LLC,
and other creditors.

According to SBMC's disclosure statement, the amount available for
payment to general unsecured creditors -- owed about $4,265,641 --
is estimated to be between $2,265,806 and $2,130,361 upon the sale
of the Hospital and after payment of administrative claims and
other costs of the bankruptcy, and payment to secured creditors.

                   Creditors' Liquidating Plan

The Unsecured Creditors Committee currently consists of Greater
Houston Emergency Physicians, PLLC; Advanced Radiation Physics
Service, Inc.; G.E. Healthcare; RSR Enterprises, LLC; and HEJDI
Inc., d/b/a/ Allied Health Services.

The Committee's Plan was made possible after the Court declined
SBMC's request for a further extension of its exclusivity periods.

Pursuant to Section 1121 of the Bankruptcy Code, SBMC had an
exclusive period of 120 days to file its plan of reorganization
and an additional 60 days to obtain confirmation of that plan. The
Committee agreed with the Debtor to extend that time period and
the Court entered an order extending the exclusive period for SBMC
to file its plan until Oct. 1, 2012, and extending the exclusive
confirmation deadline until Dec. 1, 2012.  The Court set a hearing
on the earlier versions of the Debtor's Disclosure Statement for
Dec. 12, 2012, outside of the 60 day extension, so under those
circumstances SBMC could not complete confirmation of its proposed
Plan within the extension period.  Although SBMC sought a further
extension of the exclusivity period, the Court did not grant a
further extension, but held that the Debtor's plan would proceed
first for consideration of confirmation.

Under the Committee's Plan, a Liquidating Trustee will be
appointed to continue to market the Hospital Property.  If a
Motion to Sell the Hospital Property or an exclusive Asset
Purchase Agreement to sell the Hospital Property has not been
approved by the Court by the Plan Effective Date, the Liquidating
Trustee will continue to market the Hospital Property with a
closing date of no later than June 15, 2013.

After the Confirmation Date of the Plan, all objections to Claims
and all Causes of Action, Avoidance Actions, and Subordination
Claims will be prosecuted by the Liquidating Trustee.

The Committee Plan will also be up for hearing on March 26.

A copy of the disclosure statement explaining SBMC's Third Amended
Plan is available at:

     http://bankrupt.com/misc/SBMC_HEALTHCARE_3rdDS.pdf

A copy of the disclosure statement explaining the Committee's Plan
is available at:

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

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C. -- mamadan@sbcglobal.net -- in Houston, Texas, is
the Debtor's general bankruptcy counsel.  Millard A. Johnson,
Esq., and Sara Mya Keith, Esq., at Johnson DeLuca, Kurisky &
Gould, P.C., in Houston, serve as the Debtor's special bankruptcy
counsel.  Judge Jeff Bohm presides over the case.

The Official Committee of Unsecured Creditors is represented by:

          Ruth Van Meter, Esq.
          Nicholas Hall, Esq.
          Ron Satija, Esq.
          HALL ATTORNEYS, P.C.
          4617 Montrose Blvd, Suite C202
          Houston, TX 77006
          Telephone: (713) 858-2891
          E-mail: rvanmeter@hallattorneys.com
                  rsatija@hallattorneys.com


SBMC HEALTHCARE: March 26 Hearing on Continued Use of Cash
----------------------------------------------------------
SBMC Healthcare LLC is slated to appear before the Bankruptcy
Court in Houston, Texas, for a hearing on its request for
continued use of cash collateral.  Harborcove Financial LLC may
assert interests on the cash collateral.

On Feb. 28, Judge Jeff Bohm signed off on a thirteenth interim
order authorizing the Debtor to use cash collateral through the
next hearing on cash use.  The order required the Debtor to set
aside $310,000 for possible repayment to Centurion Service Group
LLC for any court-approved administrative expense due to equipment
that was unable to be delivered under the terms of the sale of the
Debtor's medical equipment to Centurion that was approved by the
Court.

Centurion is represented in the case by Patricia K. Smoots, Esq.,
and Thomas M. Farrell, Esq. -- psmoots@mcguirewoods.com and
tfarrell@mcguirewoods.com -- at McGuireWoods LLP.

Secured creditor Harborcove Financial LLC is represented by Simon
Mayer, Esq., and Steven D. Shurn, Esq. -- sshurn@hwa.com -- at
Hughes Watters Askanase, LLP.

At the March 26 hearing, the Court is also expected to consider
the plan of reorganization filed by SBMC and the competing plan
filed by the official committee of unsecured creditors.

The Committee had filed a limited objection to the Debtor's
continued use of cash collateral.  The Committee objected to any
additional compensation being paid to Marty McVey, the CEO of the
Debtor.  Upon information and belief, the Committee had said, Mr.
McVey did not receive a pre-petition salary from the Debtor; yet,
he requests that he be paid post-petition a monthly salary of
$14,500, in addition to his 100% equity share in the Debtor.  The
Committee also noted it had approved of some interim payments to
Mr. McVey while he was negotiating or had obtained a substantial
Asset Purchase Agreement to sell the Debtor's assets.  However, at
this time, there are no pending offers that will pay the unsecured
creditors in full. Therefore, the Committee objects to Mr. McVey
receiving a salary.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C. -- mamadan@sbcglobal.net -- in Houston, Texas, is
the Debtor's general bankruptcy counsel.  Millard A. Johnson,
Esq., and Sara Mya Keith, Esq., at Johnson DeLuca, Kurisky &
Gould, P.C., in Houston, serve as the Debtor's special bankruptcy
counsel.  Judge Jeff Bohm presides over the case.

The Official Committee of Unsecured Creditors is represented by
Hall Attorneys, P.C.


SCC KYLE: Presents Plan to Judge Mott for Confirmation
------------------------------------------------------
SCC Kyle Partners Ltd. has a reorganization plan, as amended, that
provides that holders of general unsecured claims, estimated to
total $506,464, will receive payment of their claims, in full, in
equal quarterly payments beginning 90 days after the effective
date of the Plan and continuing for 16 quarters.  The source of
the payments will be the revenue received from the Debtor's
incentive agreements above amounts necessary for the Debtor's
business operations.

The secured claim of the lender group will be paid over five years
from cash proceeds on hand at the time of confirmation and ongoing
sales of the Debtor's remaining property, with interest-only
payments to be made at 4% per annum.  As of the Petition Date, the
amount owed to the lender group was $13,793,058.

Holders of equity interests in the Debtor will retain their
interests but will not receive any payments or distributions on
account of those interests until all senior classes are paid in
full.

A full-text copy of the approved Disclosure Statement, dated Feb.
21, 2013, is available for free at:

                http://bankrupt.com/misc/SCCds0121.pdf

Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas, Austin Division, has approved the
disclosure statement explaining the Amended Plan of
Reorganization.  A hearing on the confirmation of the Plan and any
objections thereto was scheduled for March 7, 2013.  No ruling has
been entered as of March 21.

                            About SCC Kyle

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 petition, the Debtor disclosed assets
of between $10,000,000 and $50,000,000, and debts of $10,000,000
and $50,000,000.  The petition was signed by Scott A. Deskins,
president of SCC Kyle Partners, GP, LLC, general partner.


SCHOOL SPECIALTY: Cancels Asset Purchase Agreement with Bayside
---------------------------------------------------------------
School Specialty, Inc., and Bayside School Specialty, LLC,
mutually agreed to terminate the Amended and Restated Asset
Purchase Agreement, dated as of Feb. 14, 2013, pursuant to a
Notice of Termination dated March 5, 2013.

The agreement was terminated in connection with the payoff of the
(i) the Senior Secured Super Priority Debtor-in-Possession Credit
Agreement by and among the Company, certain of its subsidiaries,
Bayside Finance, LLC, and the lenders party thereto, dated as of
Jan. 28, 2013, and (ii) the Credit Agreement dated as of May 22,
2012, by and among the Company, certain subsidiaries of the
Company, Bayside.

                       About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of
$394.6 million.


SEALY CORP: Tempur-Pedic Gets FTC Approval to Purchase Sealy
------------------------------------------------------------
Tempur-Pedic International Inc. said that the Federal Trade
Commission has cleared the Company's planned acquisition of Sealy.
Based on this, the Company intends to close the acquisition on
March 18, 2013, subject to customary closing conditions.

"I am pleased that the FTC has concluded its review and we can
complete the acquisition of Sealy.  The combination of Tempur-
Pedic and Sealy unites two highly complementary companies with
iconic brands to create the first full spectrum, global bedding
company that addresses all market segments and consumer
preferences," said Mark Sarvary, chief executive officer, Tempur-
Pedic.

As previously disclosed, Tempur-Pedic will acquire all of the
outstanding common stock of Sealy for $2.20 per share and all of
Sealy's outstanding convertible and non-convertible debt, for a
total transaction value of approximately $1.3 billion.

                 About Tempur-Pedic International

Tempur-Pedic International Inc. (NYSE: TPX) manufactures and
distributes mattresses and pillows made from its proprietary
TEMPUR(R) pressure-relieving material.  It is the worldwide leader
in premium and specialty sleep.  The Company is focused on
developing, manufacturing and marketing advanced sleep surfaces
that help improve the quality of life for people around the world.
The Company's products are currently sold in over 80 countries
under the TEMPUR(R) and Tempur-Pedic(R) brand names.  World
headquarters for Tempur-Pedic International is in Lexington, KY.
For more information, visit http://www.tempurpedic.comor call
800-805-3635.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEARS HOLDINGS: E. Lampert Discloses 55.3% Stake at March 11
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward S. Lampert and his affiliates
disclosed that, as of March 11, 2013, they beneficially own
58,897,115 common shares of Sears Holdings Corporation
representing 55.3% of the shares outstanding.  Mr. Lampert
previously reported beneficial ownership of 59,804,123 common
shares or a 56.2% equity stake at Nov. 28, 2012.  A copy of the
amended filing is available for free at http://is.gd/vbWeCI

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

For the year ended Feb. 2, 2013, the Company incurred a net loss
of $1.05 billion on $39.85 billion of merchandise sales and
services, as compared with a net loss of $3.14 billion on $41.56
billion of merchandise sales and services for the year ended
Jan. 28, 2012.

The Company's balance sheet at Feb. 2, 2013, showed $19.34 billion
in total assets, $16.16 billion in total liabilities and $3.17
billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SECUREALERT INC: Sapinda Asia Holds 56.8% Stake at Feb. 28
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sapinda Asia Limited disclosed that, as of
Feb. 28, 2013, it beneficially owns 865,205,781 shares of common
stock of SecureAlert Inc. representing 56.8% of the shares
outstanding.  Sapinda Asia previously reported beneficial
ownership of 970,120,201 common shares or a 62.7% equity stake as
of Dec. 3, 2012.  A copy of the amended filing is available at:

                        http://is.gd/7SXAXD

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

SecureAlert incurred a net loss attributable to SecureAlert common
stockholders of $19.93 million on $19.79 million of total revenues
for the year ended Sept. 30, 2012, compared with a net loss
attributable to SecureAlert common stockholders of $11.92 million
on $17.96 million of total revenues during the prior fiscal year.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at Dec. 31, 2012, showed $28.39
million in total assets, $23.40 million in total liabilities and
$4.99 million in total equity.


SEJWAD HOTELS: Court Grants Case Dismissal
------------------------------------------
The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the
Central District of California has granted Sejwad Hotels &
Development, LLC's motion to dismiss its Chapter 11 case.

As reported by the Troubled Company Reporter on Jan. 11, 2013,
the Debtor said that there is nothing further than can be
accomplished in the Chapter 11 proceeding.  Evertrust Bank
scheduled a trustee sale of the Debtor's Cerritos, California
Property for Feb. 9, 2012.  On July 10, 2012, the Court approved a
stipulation between the Bank and the Debtor, among other things,
granting the Bank relief from the automatic stay if the Debtor did
not pay the Bank by Sept. 30, 2012.  The Debtor did fail to pay
and the Bank has proceeded toward conducting a foreclosure sale.

Artesia, California-based Sejwad Hotels & Development LLC, owner
of a retail center in Artesia Boulevard, sought Chapter 11
protection (Bankr. C. Calif. Case No. 12-14521) on Feb. 8, 2012,
one day before a scheduled foreclosure sale.  The Debtor's prior
tenants included Hollywood Video and Borders book store, both of
which have filed bankruptcy.  The property is vacant.  The Debtor
was in the process of redeveloping the property into a hotel /
retail property, but the redevelopment has been delayed.  The
Debtor defaulted on its loan to Evertrust Bank, which sought
foreclosure.  The Chapter 11 petition was signed by Ashvin Patel,
managing member.  Judge Julia W. Brand presides over the case.
The Law Offices of Michael G. Spector serves as the Debtor's
counsel.  In its schedules, the Debtor disclosed $13,001,015 in
total assets and $8,728,483 in total liabilities.


SHELL POINT: S&P Lifts Rating on 3 Revenue Bond Series to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Lee County
Industrial Development Authority, Fla.'s series 2006, 2007, and
2011B revenue bonds, issued for Shell Point Village, (SPV) one
notch to 'BB+' from 'BB'.  The outlook is stable.

The upgrade reflects Standard & Poor's assessment of the SPV's
demonstrated record of producing profitable operations over the
past four fiscal years with improved operating income in fiscal
2012 and continued improvement through the first half of fiscal
2013, ended Dec. 30.  Additional factors supporting the upgrade
include the SPV's, in Standard & Poor's opinion, strong occupancy
and improvement in unrestricted reserves.

While the rating service believes Shell Point has many investment-
grade characteristics, the rating remains somewhat offset by, what
Standard & Poor's considers, a weak balance sheet, characterized
by high leverage and a very-low-unrestricted-reserves-to-long-
term-debt ratio.  Standard & Poor's believes the SPV's plan to
construct a new 50-unit independent-living facility and commons
building also limits the rating.  While Shell Point is not taking
on any long-term debt related to the project, it will use short-
term financing, which management indicates it plans to pay back
with entrance fees; S&P, however, still views this as a credit
concern as it relates to fill-up and construction risk.

"We believe a higher rating over the outlook's two-year period is
unlikely since the balance sheet is still, what we consider, weak
and not commensurate with a higher rating.  We also believe
additional factors somewhat limiting the rating currently include
the risks associated with the upcoming project," said Standard &
Poor's credit analyst Margaret McNamara.  "We believe a negative
rating action would be predicated on, what we consider,
significant operating performance deterioration that results in a
coverage decrease of less than 2x or a liquidity decrease with
days' cash on hand decreasing below 175 days'.  S&P will also
assess the effect of the upcoming project on the SPV's finances;
S&P believes that if the project were to have any operational
pressure on the SPV due to its not proceeding as planned, this
could have a negative effect on the rating or outlook."

The stable outlook reflects Standard & Poor's view of Shell
Point's ability to sustain operational improvement over a four-
year period while improving unrestricted reserves.

The obligated group's revenue pledge, debt service reserve fund,
and mortgages secure the bonds.


SINCLAIR BROADCAST: Reports $144.9 Million Net Income in 2012
-------------------------------------------------------------
Sinclair Broadcast Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $144.95 million on $1.06 billion of total revenues
for the year ended Dec. 31, 2012, as compared with net income of
$76.17 million on $765.28 million of total revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.72 billion
in total assets, $2.82 billion in total liabilities and a $100.05
million total deficit.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations."

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

                        http://is.gd/DhmMeb

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SKILLED HEALTHCARE: S&P Revises 'B' Rating Outlook to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its 'B' rating outlook
on Foothill Ranch, Calif.-based nursing home operator Skilled
Healthcare Group Inc. to stable from positive.  The 'B' rating is
affirmed.

At the same time, S&P affirmed the 'B' issue-level rating on the
company's first-lien credit facility.  The recovery rating on this
debt is '3', indicating S&P's expectation that lenders would
receive meaningful (50%-70%) recovery in the event of a payment
default.

The ratings on Skilled Healthcare continue to reflect its "weak"
business risk profile, highlighted by ongoing reimbursement risk,
and its "aggressive" financial risk profile, with adjusted
leverage of 5.1x that S&P anticipates will decline to below 5x by
the end of 2014.  Skilled Healthcare operates 74 skilled nursing
facilities and 22 assisted living facilities, as well as
rehabilitation services, hospice, and home health locations in 11
states.

In 2012, Skilled Healthcare's revenue increased by 0.3%, in line
with S&P's expectations.  However, the company's EBITDA margin
declined by about 400 basis points, a larger drop than S&P
anticipated after the 11.1% Medicare rate cut.  In 2013, S&P
anticipates the company's revenues will grow by about 2%.  This
will be driven by low-single-digit Medicare and Medicaid rate
increases, leading to about 1% growth in its skilled nursing
facilities business, and aided by much stronger growth in its
therapy and hospice & home health services segments.  S&P
anticipates slightly slower growth in 2014, primarily based on
S&P's expectation for unfavorable Medicare reimbursement rate
changes.  S&P expects only slight improvement (between 0 and 40
basis points) in the current EBITDA margin of 11.3% in 2013 and
2014.  S&P's EBITDA margin assumption is based on its belief that
the federal and state governments' focus on cost reduction will
lead to flat to declining Medicare rate changes and low-single-
digit Medicaid reimbursement rate increases over the next few
years.  S&P do not anticipate operating efficiency improvements
will be sufficient to get margins back above 14%.

S&P views Skilled's financial risk profile as aggressive, with
adjusted leverage likely to decline modestly to 4.8x from 5.1x by
the end of 2014.  S&P believes the company will generate about
$20 million in free cash flow in 2013 and about $30 million in
2014.  S&P's expectation is for the company to use this cash for
required debt amortization, to pay down the revolver draw, and to
help fund acquisitions.  S&P do not expect any shareholder
dividends.

S&P views the company's business risk as weak because of the
significant reimbursement concerns.  Skilled generates nearly 65%
of its revenue from government reimbursement, with about 34% of
its total revenue from Medicare and 31% from Medicaid.  S&P
believes Medicaid is consistently under pressure, as rising health
care costs are a key reason many states are having budgetary
pressures.  The uncertainty of federal efforts to reduce health
care spending also subjects the company to federal regulatory
risk.  While nursing homes are increasing their capabilities and
offering a wider array of services to more medically complex
patients to benefit from more favorable reimbursements, they are
now competing with other facilities with similar strategies.  S&P
expects this competition to intensify as nursing homes adjust to
reimbursement changes.  The rating also recognizes the increasing
competitiveness of Skilled's business as the competition for
better-paying patients intensifies.  S&P recognizes the company's
efforts to diversify away from the nursing home business with its
rehabilitation and hospice & home health services businesses, but
over the near-to-medium term, these businesses are unlikely to
account for much more than 25% of revenues.


SPRINT NEXTEL: Amendment 1 to Rule 13E-3 Transaction Statement
--------------------------------------------------------------
Clearwire Corporation, Sprint Nextel Corporation, Sprint HoldCo,
LLC, SN UHC 1, Inc., SN UHC 4, Inc., and Collie Acquisition Corp.,
jointly filed with the U.S. Securities and Exchange Commission
amendment no.1 to the Rule 13E-3 Transaction Statement on Schedule
13E-3 in connection with the Agreement and Plan of Merger, dated
as of Dec. 17, 2012.

If the Merger Agreement is adopted by Clearwire's stockholders,
Merger Sub will merge with and into Clearwire, with Clearwire
continuing as the surviving corporation.

In the Merger, each issued and outstanding share of Class A common
stock of Clearwire, par value $0.0001 per share will automatically
be converted into the right to receive $2.97 per share in cash,
without interest, less any applicable withholding taxes.  In
addition, Intel Capital Wireless Investment Corporation 2008A, the
only holder of Class B common stock of Clearwire other than
Clearwire, Sprint and Sprint's affiliates, has elected to
irrevocably exchange, immediately prior to the effective time of
the Merger, all of its Class B Interests into shares of Class A
Common Stock, which will then automatically convert into the right
to receive the Merger Consideration at the effective time of the
Merger.

A copy of the Amendment is available at http://is.gd/B4Yz88

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed $51.57
million in total assets, $44.48 million in total liabilities and
$7.08 million in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STILLWATER ASSET: Files Schedules of Assets & Liabilities
---------------------------------------------------------
Stillwater Asset Backed Offshore Fund Ltd 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              $0.00
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $42,688,741.22
                         --------------          --------------
TOTAL                             $0.00          $42,688,741.22

The Debtor disclosed it has rights to receive shares of Gerova
Financial Group, which the Debtor valued at $0.

                      About Stillwater Asset

Investment funds allegedly owed roughly $35.8 million, filed an
involuntary Chapter 11 petition against Brooklyn-based
Stillwater Asset Backed Offshore Fund Ltd. (Bankr. S.D.N.Y. Case
No. 12-14140) on Oct. 3, 2012.  Bankruptcy Judge Allan L. Gropper
oversees the case.  The petitioning creditors are represented by
Douglas E. Spelfogel, Esq., Richard Bernard, Esq., Mark Wolfson,
Esq., and Katherine R. Catanese, Esq., at Foley & Lardner LLP

An affiliated entity, Gerova Financial Group, Ltd., a Bermuda-
based financial-services company, is the subject of Chapter 15
bankruptcy proceedings (Bankr. S.D.N.Y. Case No. 12-13641)
commenced on Aug. 24, 2012.

Liquidators of Gerova -- Michael Morrison and Charles Thresh, both
of KPMG Advisory Limited, and John McKenna of Finance and Risk
Service Ltd, Bermuda -- filed the Chapter 15 petition, estimating
up to $100 million in assets and as much as $500 million in
liabilities.  A Chapter 15 petition was also filed for Gerova
Holdings Ltd. (Case No. 12-13642), which is estimated to have
under $100,000 in assets and liabilities.

Hamilton-based Gerova Financial, formerly known as Asia Special
Situations Acquisition Corp., was primarily involved, from 2010
on, in the business of investing in and managing certain types of
illiquid financial assets.  Gerova planned to then use such assets
as regulatory capital for insurance companies, though this
strategy was not fully implemented.

After lengthy proceedings and over the objections of Gerova's
then-current management, on July 20, 2012, the Bermuda Court
entered an order appointing Morrison, et al., as joint provisional
liquidators of GFG.  Morrison, et al., were also appointed
provisional liquidators of GHL on Aug. 20.

Judge Gropper also oversees the Gerova Chapter 15 case.  Peter A.
Ivanick, Esq., and lawyers at Hogan Lovells US LLP represent the
Liquidators as counsel.

The Debtor is represented by lawyers at Herrick, Feinstein LLP.

On Jan. 31, 2013, the Bankruptcy Court has denied a motion filed
by Stillwater Asset Backed Offshore Fund Ltd. to dismiss the
involuntary Chapter 11 petition.  Instead, the judge entered an
order for relief under chapter 11 of the Bankruptcy Code (11
U.S.C. Sec. 101 et seq.) against the Debtor effective Jan. 17,
2013.  Jack Doueck and Richard I. Rudy are designated as
responsible persons for the Debtor.


SWEPORTS LTD: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Sweports, Ltd., has 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                  $0.00
B. Personal Property            $697.09
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $4,539,398.30
                         --------------          --------------
TOTAL                           $697.09           $4,539,398.30

An involuntary Chapter 11 petition (Bankr. N.D. Ill. Case
No. 12-14254) was filed against Sweports, Ltd., based in Skokie,
Illinois, on April 9, 2012.  The creditors who signed the
involuntary petition are Michael J. O'Rourke, Michael C. Moody and
John A. Dore, judgment creditors who assert they are each owed
$345,000.  Neal L. Wolf, Esq., at Neal Wolf & Associates, LLC,
represents the petitioning creditors.

Judge A. Benjamin Goldgar is presiding over the case.


T3 TROY: April 15 Hearing on Fate of Involuntary Ch. 7 Bankruptcy
-----------------------------------------------------------------
Nick Brown, writing for Reuters, reports that creditors of defunct
financing vehicles of private equity firm TPG Capital are asking
the Bankruptcy Court for the Southern District of New York to deny
the request bid by one of the financing vehicles to have an
involuntary Chapter 7 bankruptcy petition filed against it
dismissed.

According to Reuters, the creditors, a group of hedge funds led by
SPQR Capital, filed the bankruptcy petition in December against
TPG Troy LLC.  The TPG Troy argued in February that it could not
be in bankruptcy because, essentially, it no longer exists.  SPQR
et al., however, say dissolved companies are still liable for
their debts.

Reuters relates a hearing on the matter is set for April 15 in
U.S. Bankruptcy Court in Manhattan.

According to Reuters, the creditors hold notes issued by
subsidiaries of TIM Hellas, a Greek telecommunications company
that was owned in part by TPG Troy.  They claim they are owed 111
million euros ($143 million) after Hellas defaulted on the notes.
The default, they argue, was caused by an "elaborate shell game"
of money transfers orchestrated by TPG Troy to keep money out of
creditors' hands.  The default has led to an onslaught of
litigation from the noteholders.

According to Reuters, TPG Troy said in court papers last month it
faces 13 lawsuits in New York, California, Delaware and Europe,
which it said amounted to "forum shopping" by its creditors.  TPG
Troy said SPQR's attempt to use bankruptcy court to resolve the
matter is just one more example of forum shopping.  TPG Troy also
said it and its affiliated vehicle, T3 Troy LLC, liquidated in
2007.

The case is In re T3 Troy LLC (Bankr. S.D.N.Y. Case No. 12-14966).

The TPG Troy parties are represented by Andrew Glenn, Esq., and
Michael Angell, Esq., at Kasowitz Benson Torres & Friedman LLP.
SPQR Capital et al. are represented by Jared Stamell, Esq., and
Andrew Goldenberg, Esq. -- goldenberg@ssnyc.com -- at Stamell &
Schager LLP.

According to Reuters, Mr. Stamell said he represents a handful of
noteholders who claim to be owed around 180 million euros (
$231.5 million) by TPG Troy.


TELECOMMUNICATIONS MANAGEMENT: S&P Gives 'B+'  CCR, Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to Sikeston, Mo.-based cable system operator
Telecommunications Management LLC (d/b/a NewWave Communications).
The outlook is stable.

S&P also assigned its 'BB-' issue level rating and '2' recovery
rating to the company's proposed first-lien term loan and
revolving credit facility and S&P's 'B-' issue-level rating and
'6' recovery rating to its proposed second-lien term loan.

"Our ratings reflect our assessment of the company's business risk
profile as 'fair,' coupled with our expectation that leverage will
be approximately 6.5x, pro forma for the proposed transaction,
which is consistent with a 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst Catherine
Cosentino.

S&P's business risk assessment recognizes the company's limited
scale and geographic diversity compared with other cable operators
S&P rates, as well as profitability that lags most of its peers.
NewWave is a cable operator with about 80,000 video subscribers
that serves rural regions in Illinois, Indiana, Missouri, and
Arkansas through three operating clusters with a fully upgraded
750 MHz/870 MHz network, with about 93% of the network footprint
also upgraded to DOCSIS 3.0.

The outlook is stable, and reflects the predictability and
stability of the company's EBITDA and S&P's expectation that it
will continue to be at least free operating cash flow neutral to
positive over the next few years.  However, given S&P's
conservative assumptions on overall EBITDA growth and the
company's high leverage level, S&P could lower the ratings if the
company's leverage were to exceed 6.5x on what S&P believed was a
sustained basis, or if free cash flow were to turn negative.
Conversely, an upgrade is not likely, given S&P's conservative
cash flow growth assumptions, which it believes will hinder the
company's ability to achieve leverage of under 5x, which would be
supportive of a higher rating.  Any upgrade would also require a
reassessment of the company's financial policy, which S&P
considers unlikely under its private equity ownership.


THERAPEUTICSMD INC: Incurs $35.1 Million Net Loss in 2012
---------------------------------------------------------
TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$35.12 million on $3.81 million of net revenues for the year ended
Dec. 31, 2012, as compared with a net loss of $12.91 million on
$2.08 million of net revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $5.81 million
in total assets, $7.25 million in total liabilities and a $1.43
million total stockholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has incurred a loss
from operations of approximately $16 million and had negative cash
flow from operations of approximately $13 million which raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                       http://is.gd/WV3Sod

                      About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.


TITANIUM GROUP: Suspending Filing of Reports with SEC
-----------------------------------------------------
The Board of Directors of Titanium Group Limited has decided to
deregister the Company's common stock, par value $0.01 per share,
because the financial and other costs to the Company of remaining
a U.S. public company far outweigh the benefits to the Company and
its shareholders of having the Common Stock registered.  In
particular, the difficulties faced by smaller Chinese companies in
raising capital in the United States make it impossible to justify
the significant expenses associated with audit, legal, regulatory
and related expenses.  By deregistering its Common Stock, the
Company will be able to focus all of its efforts on continuing to
grow its core business.

Accordingly, the Company has filed a Form 15 terminating the
registration of its Common Stock under Section 12(g) of the
Securities Exchange Act of 1934.  The Company is relying on Rules
12g-4(a)(1) and 12h-3(b)(1)(i) under the Exchange Act, to
terminate its duty with respect to the Common Stock.  Accordingly,
the Section 12(g) registration will be terminated 90 days after
the filing of the Form 15, at which time the Company will have no
further reporting obligations under the Exchange Act.

                       About Titanium Group

Wanchai, Hong Kong-based Titanium Group Limited, through its
wholly owned subsidiary Shenzhen Kanglv Technology Ltd., is
engaged in the manufacture and sales of electronic cable products
in the PRC.  Shenzhen Kanglv's principal products are various
types of computer cables, such as HDMI, DVI, VGA and USB cables,
as well as electric power cables.

The Company's balance sheet at Sept. 30, 2012, showed US$6.73
million in total assets, US$6.89 million in total liabilities and
a US$166,599 total stockholders' deficit.

For the nine months ended Sept 30, 2012, the Group incurred
accumulated losses of US$1,182,959.  The continuation of the Group
as a going concern through Sept. 30, 2013, is dependent upon the
continuing financial support from its stockholders.  Management
believes the existing majority stockholders will provide the
additional cash to meet with the Company's obligations as they
become due.  "These factors raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended Sept. 30, 2012.


TOPS HOLDING: Voluntarily Terminates Registration of 2015 Notes
---------------------------------------------------------------
Tops Holding Corporation filed a Form 15 with the U.S. Securities
and Exchange Commission to terminate the registration of its
10.125% senior secured notes due 2015.  There was no holder of the
Notes as of March 11, 2013.  As a result of the Form 15 filing,
the Company is suspending its obligations to file reports under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                        About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

The Company's balance sheet at Oct. 6, 2012, showed $661.49
million in total assets, $705.22 million in total liabilities and
a $43.73 million total shareholders' deficit.

                           *     *     *

In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies.  The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.

As reported by the TCR on April 30, 2012, Standard & Poor's
Ratings Services raised its ratings on Buffalo, N.Y.-based Tops
Holdings Corp., including the corporate credit rating to 'B+' from
'B'.

"The upgrade primarily reflects our revised view of the company's
financial risk profile as 'aggressive' from 'highly leveraged,'"
said Standard & Poor's credit analyst Charles Pinson-Rose.


TRANS ENERGY: Reports Production Results on Doman Wells
-------------------------------------------------------
Trans Energy, Inc., announced 30-day initial production (IP)
results on the Doman #1H and Doman #2H in Marshall County, West
Virginia.

30-Day Production Rates Set New Record For Company's Wells in
Marshall County

Initial 30-day production rates from the Doman #1H and Doman #2H
averaged 6,421 Mcfe/d and 5,567 Mcfe/d, respectively.  The two
Doman horizontal wellbores are parallel to one another and were
hydraulically stimulated using the same technique as the company
used in its recent completions in Wetzel County.  The effective
lateral lengths that were hydraulically stimulated in the Doman
#1H and the Doman #2H were 3,420 feet and 3,427 feet,
respectively.

Adjusted 30-Day Production Rates Set New Record Average For Single
Trans Energy Pad Site

When adjusted based on their effective lateral lengths, the
average of the 30-day IP rates from the Doman #1H and the Doman
#2H is superior to the average of the comparable rates on either
the Anderson or Dewhurst pad sites, which are the locations of the
company's recent record setting wells in Wetzel County.  The two
previous best performing wells, located on those pads, had set
company records for both actual and adjusted 30-day IP rates.

The adjusted rates for the Doman #1H and the Doman #2H represent
the second and fourth best 30-day IP rates of any of the company's
wells to date, and the adjusted average for the Doman pad site
exceeds the average for either the Anderson or Dewhurst pad site,
which had previously exhibited the company's best performance to
date.

John G. Corp, President of Trans Energy, said, "The Doman #1H and
#2H are two of our best performing wells to date.  Thirty-day IP
rates came in at record levels, and we're seeing higher internal
rates of return.  Most important, however, is the operational
consistency we're starting to see across our acreage positions in
Marshall and Wetzel County as we have continued to enhance our
drilling and completion techniques.  The results are slowly
starting to translate into, what we believe, is a manufacturing
process across this acreage.

Corp continued, "As we recently announced, our expanded credit
facility provides us with an additional twenty-five million
dollars.  Proceeds from this facility will go toward further
development of our Marcellus Shale acreage position.  In fact, we
are in the process of deploying two additional rigs that will soon
begin drilling in Marshall and Marion counties.  Upon completion
of these wells, one of the rigs will be redeployed to Tyler
County, West Virginia to begin drilling."

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

                        http://is.gd/vLq8vS

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRAVELPORT HOLDINGS: Incurs $236 Million Net Loss in 2012
---------------------------------------------------------
Travelport Limited filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$236 million on $2 billion of net revenue for the year ended
Dec. 31, 2012, as compared with net income of $172 million on
$2.03 billion of net revenue during the prior year.

For the three months ended Dec. 31, 2012, the Company incurred a
net loss of $165 million on $457 million of net revenue, as
compared with a net loss of $84 million on $465 million of net
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $3.15 billion
in total assets, $4.36 billion in total liabilities and a $1.20
billion total deficit.

Commenting on the company's performance, Gordon Wilson, President
and CEO of Travelport, said: "Travelport's strategic growth plans
continue to gain momentum.  We broadened our travel content,
improved our point of sale platform delivery, grew our payments
business and developed greater distribution capabilities for
ancillary products and services.  Our key underlying business
performance indicators of RevPas and Gross Margin have improved
every quarter of this year compared to 2011."

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

                        http://is.gd/l6P5Yz

                 Comprehensive Restructuring Plan

Travelport Limited and Travelport LLC, an indirect subsidiary of
the Company, announced a comprehensive capital refinancing plan,
including arrangements to extend until 2016 the maturity date of
the Comany's Senior Notes due in 2014.  In addition, the Company's
parent companies reached agreement with lenders of Travelport
Holdings Limited's unsecured payment-in-kind loans to support the
Restructuring Plan, including exchanging Holdco Loans into equity
of Travelport Worldwide Limited.

"Following the business momentum management has achieved in recent
quarters from the successful delivery of the Company's strategy,
today's proposed refinancing transactions are specifically
designed to extend 2014 debt maturities, eliminate the debt at
Travelport Holdings and simplify the Company's capital structure,"
stated Gordon Wilson, President and CEO of Travelport Limited.
"The successful execution of the refinancing will allow
Travelport's management team to continue to focus on growing the
business and achieving more of the same in the months and years
ahead.  We appreciate the broad support we've received and look
forward to successfully completing the restructuring plan."

Under the collective terms of the Restructuring Support
Agreements, the parties have agreed to effectuate the following:

  * Certain holders of the Company's outstanding 9 7/8% Senior
    Dollar Fixed Rate Notes due 2014, Senior Dollar Floating Rate
    Notes due 2014 and Senior Euro Floating Rate Notes due 2014
    and outstanding 9% Senior Notes due 2016 have agreed to tender
    their notes into exchange offers to be made to all eligible
    holders of the Senior Notes.  The exchange offer consideration
    will be a combination of cash and new U.S. dollar-denominated
    13.875% Senior Fixed Rate Notes due 2016 or Senior Floating
    Rate Notes due 2016 (LIBOR plus 8.625%).  Eligible holders are
    entitled to receive more New Senior Notes in exchange for
    their Senior Notes if they validly tender their Senior Notes
    at or prior to the early tender time of 5:00 p.m. on March 22,
    2013 (unless extended) than if they tender thereafter.  The
    Company will also solicit consents in the Senior Notes
    Exchange Offers to provide, among other things, a waiver and
    release of claims asserted or that could be asserted by the
    holders of Senior Notes in connection with the restructuring
    that occurred in 2011, including those with respect to certain
    ongoing litigation between the Company and Computershare Trust
    Company, N.A., as indenture trustee for the Senior Notes, to
    instruct the trustee to execute any documents or take any
    action necessary to effect that release, to amend the
    respective indentures governing the applicable Senior Notes in
    certain respects and to approve consummation of the
    transactions contemplated by the Restructuring Plan.

  * In connection with the Senior Notes Exchange Offers and the
    Second Lien Notes Exchange Offer, on March 11, 2013, the
    Company entered into a second lien secured credit agreement
    with Credit Suisse AG, the guarantors named therein
    and the other parties thereto, pursuant to which the Initial
    Lender is committed, subject to the satisfaction of certain
    conditions, to fund up to $630 million in aggregate principal
    amount of floating rate Tranche 1 Second Priority Secured
    Loans (LIBOR plus 8%, subject to a fixed minimum LIBOR rate of
    1.5%, a prepayment/repayment premium of 2% and, other than in
    connection with an excess cash flow mandatory prepayment, an
    interest make whole payment for prepayments prior to Aug. 23,
    2014) with a maturity of Jan. 31, 2016.  The Tranche 1 Loans
    will be offered, on a pro rata basis, to all eligible holders,
    or their designees, of the Senior Notes that validly tender
    Senior Notes in the Senior Notes Exchange Offers and deliver
    consents in the Senior Notes Consent Solicitation.  Certain
    holders of the Senior Notes have agreed to subscribe for any
    Tranche 1 Loans that are not subscribed for by other holders
    of the Senior Notes.

  * Eligible holders of the Company's outstanding Series B Second
    Priority Senior Secured Notes due 2016 will be offered the
    opportunity to exchange those notes for an equal principal
    amount of 8.375% Tranche 2 Second Priority Secured Loans under
    the Credit Agreement with a maturity of Dec. 1, 2016, if they
    tender those notes and deliver the related consents by the
    early tender time of 5:00 p.m. on March 22, 2013.  Eligible
    holders of the Second Lien Notes will receive less Tranche 2
    Loans in exchange for their Second Lien Notes if they validly
    tender their Second Lien Notes after the early tender time.
    The Tranche 2 Loans are subject to an interest make whole
    payment for voluntary prepayments prior to Aug. 23, 2014,
    other than in connection with an excess cash flow mandatory
    prepayment.  The Company will also solicit consents to certain
    proposed amendments to the indenture governing the Second Lien
    Notes and to approve the consummation of the transactions
    contemplated by the Restructuring Plan.

  * Holders of the Company's outstanding 11 7/8% Senior Dollar
    Subordinated Notes due 2016 and 10 7/8% Senior Euro
    Subordinated Notes due 2016 will be offered a consent fee to
    provide their consents to, among other things, a waiver and
    release of claims asserted or that could be asserted by the
    holders of Senior Subordinated Notes in connection with the
    restructuring that occurred in 2011, including those with
    respect to certain ongoing litigation between the Company and
    Computershare Trust Company, N.A., as indenture trustee for
    the Senior Subordinated Notes, to instruct the trustee to
    execute any documents or take any action necessary to effect
    that release, to amend the indenture governing the Senior
    Subordinated Notes and to approve the consummation of the
    transactions contemplated by the Restructuring Plan.

  * Lenders of Tranche A Holdco Loans due Dec. 1, 2016, under the
    Amended and Restated Credit Agreement, dated as of Oct. 3,
    2011, of Travelport Holdings Limited will be offered a consent
    fee to provide their consent to certain amendments to the PIK
    Credit Agreement to approve certain of the transactions
    contemplated by the Restructuring Plan and to exchange Tranche
    A loans for up to $25 million aggregate principal amount of
    Series A Second Priority Senior Secured Notes due 2016, which
    will be automatically exchanged for a separate series of newly
    issued 11 7/8% senior subordinated notes due 2016 and 43.3% of
    the outstanding equity of Worldwide on a pro forma and fully-
    diluted basis after giving effect to the Restructuring Plan.

  * Holders of Tranche B Holdco Loans under the PIK Credit
    Agreement will be offered the opportunity to exchange Tranche
    B Holdco Loans for 34.6% of the outstanding equity of
    Worldwide on a pro forma and fully-diluted basis after giving
    effect to the Restructuring Plan.

Each of the transactions is contingent on the satisfaction or
waiver on or prior to the expiration date of the conditions
thereto and for each of the other transactions.  The Senior Notes
Exchange Offers and Senior Notes Consent Solicitation will be made
to all eligible holders of Senior Notes and consummation is
conditioned upon the valid tender and acceptance by the Issuer of
at least 95% of the aggregate principal amount of the outstanding
2014 Senior Notes in the Senior Notes Exchange Offers and at least
the majority of the aggregate principal amount of the outstanding
2016 Senior Notes in the Senior Notes Exchange Offers.  The Second
Lien Notes Exchange Offer will be made to all eligible holders of
Second Lien Notes and consummation is conditioned upon the valid
tender and acceptance by the Issuer of at least a majority of the
aggregate principal amount of the outstanding Second Lien Notes in
the Second Lien Notes Exchange Offer.  The Senior Subordinated
Notes Consent Solicitation is conditioned upon the receipt of
valid consents from holders of at least a majority of the
aggregate principal amount of the outstanding Senior Subordinated
Notes in the Senior Subordinated Notes Consent Solicitation.  The
transactions under the PIK Credit Agreement are conditioned upon
at least 66.7% of the outstanding principal amount and a majority
of the outstanding principal amount not held by insiders of the
applicable tranche of loans under the PIK Credit Agreement taking
part in the applicable transaction.

The Company intends to use the proceeds from the offering of
Tranche 1 Loans to refinance $175 million of indebtedness under
its secured credit agreement, dated as of May 8, 2012, among the
Issuer, the Company and the other parties thereto, to pay the cash
portion of the Senior Notes Exchange Offers, to pay the consent
fees in connection with the exchange offers and solicitations and
for general corporate purposes, including paying other fees and
expenses related to the transactions contemplated by the
Restructuring Plan.

In support of the Restructuring Plan, the Company and certain
affiliates have entered into restructuring support agreements
dated March 11, 2013, with certain noteholders and lenders as
follows:

   * the Company has reached agreement with holders of
     approximately 37.9% of the 2014 Senior Notes and
     approximately 64.0% of the 2016 Senior Notes;

   * the Company has reached agreement with holders of
     approximately 33.6% of the Second Lien Notes;

   * the Company has reached agreement with holders of
     approximately 14.8% of the Senior Subordinated Notes; and

   * Travelport Holdings and Worldwide have reached agreement with
     approximately 59.5% of the lenders of Tranche A loans and
     approximately 59.5% of the lenders of Tranche B loans.

                    About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


TRIUS THERAPEUTICS: Incurs $14.2 Million Net Loss in 4th Quarter
----------------------------------------------------------------
Trius Therapeutics, Inc., reported a net loss of $14.22 million on
$5.15 million of total revenues for the three months ended
Dec. 31, 2012, as compared with a net loss of $12.51 million on $5
million of total revenues for the same period during the prior
year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $53.92 million on $27.18 million of total revenues, as compared
with a net loss of $18.25 million on $41.01 million of total
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $75.27
million in total assets, $18.48 million in total liabilities and
$56.78 million in total stockholders' equity.

"As we approach the announcement of our Phase 3 top line data from
the ESTABLISH 2 study near the end of this quarter, and subsequent
NDA filing later this year, we are pleased to report our financial
performance for 2012," said Jeffrey Stein, Ph.D., president and
chief executive officer at Trius.

At Dec. 31, 2012, Trius had cash, cash equivalents and investments
totaling $66 million.  In January 2013, Trius raised an additional
$31.6 million in net proceeds in a follow-on public offering.

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

                        http://is.gd/lsqZDZ

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of Dec. 31, 2011, the Company had an accumulated deficit of
$95.4 million.  The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration.  However, the Company has
generated no revenues from product sales to date.


WEST CORP: Amends 21.2 Million Common Shares Prospectus
-------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission amendment no. 12 to the Form S-1 registration statement
relating to the offering 21,275,000 shares of common stock.  The
Company anticipates that the initial public offering price per
share will be between $22.00 and $25.00.  A copy of the amended
prospectus is available at http://is.gd/wgvF2E

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corporation reported net income of $125.54 million in 2012,
net income of $127.49 million in 2011, and net income of $60.30
million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $3.44 billion
in total assets, $4.69 billion in total liabilities and a $1.24
billion total stockholders' deficit.

                        Bankruptcy Warning

The Company said the following statement in its 2012 Annual
Report:

"If our cash flows and capital resources are insufficient to fund
our debt service obligations and to fund our other liquidity
needs, we may be forced to reduce or delay capital expenditures or
declared dividends, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness.  We cannot
make assurances that we would be able to take any of these
actions, that these actions would be successful and permit us to
meet our scheduled debt service obligations or that these actions
would be permitted under the terms of our existing or future debt
agreements, including our senior secured credit facilities or the
indentures that govern our outstanding notes.  Our senior secured
credit facilities documentation and the indentures that govern the
notes restrict our ability to dispose of assets and use the
proceeds from the disposition.  As a result, we may not be able to
consummate those dispositions or use the proceeds to meet our debt
service or other obligations, and any proceeds that are available
may not be adequate to meet any debt service or other obligations
then due.

If we cannot make scheduled payments on our debt, we will be in
default of such debt and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * our debt holders under other debt subject to cross default
     provisions could declare all outstanding principal and
     interest on such other debt to be due and payable;

   * the lenders under our senior secured credit facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation."

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WEST CORP: S&P Puts 'B+' CCR on CreditWatch Positive
----------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Omaha, Neb.-based business process outsourcer
West Corp., along with all issue-level ratings on the company's
debt, on CreditWatch with positive implications.

The CreditWatch placement is based on West Corp.'s announcement
that it will raise about $500 million through an initial public
offering and use most of the proceeds to repay debt.  Pro forma
for the debt repayment, lease-adjusted leverage is 5.3x, compared
with 5.9x at Dec. 31, 2012.

"Although we expect the company will continue to make
acquisitions, we believe the company may pursue its growth agenda
while maintaining a lower average leverage figure than before,"
said Standard & Poor's credit analyst Daniel Haines.

Under S&P's base-case scenario, it expects modest revenue and
EBITDA growth in 2013, reflecting acquisition growth as well as
growth in conferencing minutes and ongoing declines in conference-
minute rates.  S&P expects a slight EBITDA margin deterioration
from continuous pricing pressure.

West's Dec. 31, 2012, quarterly performance was above S&P's
expectations.  For the three months ended Dec. 31, 2012, revenue
increased 8.8% year over year, due to acquisitions, growth in
conference minutes, and continued stability in the agent-based,
call center business.  Organic revenue grew 5.3% during the
quarter.  Over the same period, EBITDA (including stock
compensation expense) increased at a low-double-digit percentage
rate as a decrease in gross margin minimally offset the
containment of sales, general, and administrative expenses.
Acquisitions and a revenue mix shift within the communication
services segment, favoring less profitable businesses, contributed
to the decrease in gross profit margin.

S&P expects to meet with management to discuss its acquisition
plans and financial policy following the IPO.  S&P will likely
resolve the CreditWatch listing upon a successful completion of
the IPO and further clarification of the company's financial
policy and debt leverage expectations.


WEST END FINANCIAL: Landberg Gets 3.5-Year Prison Sentence
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that William Landberg, founder of bankrupt West End
Financial Advisors LLC, pleaded guilty and was given a sentence
March 18 including 3-1/2 years in prison, 18 months of home
confinement, and $1.13 million in restitution.

The report relates that West End filed under Chapter 11 in March
2011 shortly after the U.S. District Court appointed a monitor at
the behest of the Securities and Exchange Commission.  Before
bankruptcy, West End was accused by the SEC of committing
securities fraud and misusing client funds.

In November 2011, Mr. Landberg pleaded guilty in federal district
court in Manhattan to a count of securities fraud.  At that time,
he agreed to $8.7 million in forfeiture.

The criminal case is U.S. v. Landberg, 10-cr-00538, U.S. District
Court, Southern District of New York (Manhattan).  The bankruptcy
case is In re West End Financial Advisors LLC, 11-bk-11152, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.  Mr. Landberg pleaded guilty in
November to securities fraud.  He agreed to forfeit $8.7 million
in assets.

West End filed under Chapter 11 in March shortly after the U.S.
District Court appointed a monitor at the behest of the Securities
and Exchange Commission.  West End was accused by the SEC of
committing securities fraud and misusing client funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).

In July 2011 the bankruptcy judge ruled that West End should be
substantively consolidated with affiliates.  West End Financial
filed a plan of liquidation in bankruptcy court in August.

On Jan. 25, 2012, the Court confirmed West End Financial's Third
Amended Plan of Liquidation.


WESTMORELAND COAL: Files Form 10-K, Incurs $13.6MM Loss in 2012
---------------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $13.66 million on $600.43 million of revenue for the
year ended Dec. 31, 2012, as compared with a net loss of $36.87
million on $501.71 million of revenue in 2011.  The Company
incurred a net loss of $3.17 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $936.11
million in total assets, $1.22 billion in total liabilities and a
$286.23 million total deficit.

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

                         http://is.gd/4fEHEv

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WIDEOPENWEST FINANCE: Moody's Rates Amended Term Loan 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
amended first lien term loan of WideOpenWest Finance, LLC. The
company plans to change to maturity of a portion of its first lien
term loan to July 2017 from March 2019 and to seek lower pricing
on the entire first lien. This transaction follows a planned
repricing announced in January which WOW did not consummate.

Assuming all lenders consent, Moody's estimates annual interest
savings of approximately $30 million, which would pay off the
approximately $21 million of upfront costs in less than one year.
The transaction would not meaningfully alter the total debt or mix
of capital, and all existing ratings, including the B2 corporate
family rating, are unchanged.

WideOpenWest Finance, LLC

First Lien Bank Credit Facility, Assigned B1, LGD3, 32%

Ratings Rationale:

Moody's considers WOW's B2 corporate family rating weakly
positioned. Moody's previously expected slightly negative free
cash flow in 2013, and the interest savings could push the company
closer to breakeven. Lower interest could improve free cash flow
in 2014, but the company might also allocate any savings toward
growth oriented capital expenditures. Moody's expects fixed charge
coverage (EBITDA less capital expenditures-to-interest expense) to
remain weak at around 1 time. Moody's estimates WOW's leverage at
approximately 7.3 times for the trailing twelve months ended
September 30, 2012 (pro forma a full year of EBITDA from Knology),
and the transaction would not impact total debt outstanding.

The principal methodology used in this rating was Global Cable
Television 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.

With its headquarters in Englewood, Colorado, WideOpenWest
Finance, LLC provides residential and commercial video, high speed
data, and telephony services to nineteen Midwestern and
Southeastern markets in the United States. The company reported
710,000 video, 707,000 high speed data, and 450,000 phone
subscribers as of September 30, 2012. WOW expanded to the
Southeastern markets with its acquisition of Knology, Inc., which
closed in July 2012. Avista Capital Partners owns the company, and
its annual revenue pro forma for the Knology combination is
approximately $1.2 billion.


WIDEOPENWEST FINANCE: S&P Retains 'B' Rating After Loan Revision
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' issue-level
and '3' recovery ratings on WideOpenWest Finance LLC's senior
secured credit facilities are unchanged following the company's
proposal to revise the terms of its existing $1.92 billion term
loan B ($1.91 billion outstanding).  The company is seeking to add
a $400 million B-1 tranche due 2017 to the term loan B and reduce
the size of the existing outstanding term loan B to $1.51 billion.
The maturity of the term loan B will change to 2019.  The '3'
recovery rating indicates S&P's expectation for meaningful (50% to
70%) recovery in the event of payment default.

The 'B' corporate credit rating and stable outlook on the
Englewood, Colo.-based cable service provider are unchanged since
the transaction is leverage-neutral, though it will also modestly
reduce the company's interest burden given the expected lower
pricing on the new tranche.

RATINGS LIST

WideOpenWest Finance LLC
Corporate Credit Rating           B/Stable/--
Senior Secured                    B
   Recovery Rating                 3


WILLIAMS COMPANIES: Fitch Affirms 'BB' Debentures Rating
--------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) and
senior debt ratings for The Williams Companies, Inc. and Williams
Partners L.P. at 'BBB-'. Also, Fitch has affirmed the ratings for
WPZ affiliates, Williams Partners Finance Corporation, Northwest
Pipeline GP, and Transcontinental Gas Pipeline Company, LLC. In
addition, Fitch assigns an initial 'F3' short-term IDR and
commercial paper (CP) rating to WPZ's newly launched CP program.
The Rating Outlooks for WPZ, WPFC, NWP, and TGPL remain Positive.
WMB has a Stable Rating Outlook.

Approximately $10.8 billion of long-term debt is affected.

KEY RATING DRIVERS:

Increased Scale and Diversity: Recently completed acquisitions and
ongoing organic growth projects increase the scale and diversity
of operations at WPZ and WMB. Most significantly, the companies'
relative exposure to volatile natural gas liquid (NGL) prices is
lessening due to the build-out of fee-based pipeline and midstream
facilities in the Marcellus, Utica and other production basins
and, for WPZ, through the operation of its Geismar olefins
production facility. WPZ purchased WMB's 83% interest in Geismar
in November 2012 and is undertaking a $350 million - $400 million
expansion to the facility that will increase its annual ethylene
production capacity by 600 million pounds to 1.95 billion pounds.
The Geismar facility uses ethane as a feedstock, transforming
WPZ's commodity exposure from ethane to ethylene. Fitch expects
North American ethane-based ethylene margins to continue to be
very competitive on a global basis for the next several years due
to low NGLs pricing.

Forward Expectations: Fitch expects credit measures for WPZ and
WMB to weaken during 2013 due to a year-over-year decline in NGL
margins and elevated 2013 capital spending which could approach $4
billion at WPZ and $500 million at WMB. WPZ's debt to EBITDA will
likely exceed 4.0 times (x) for the year, up from 3.6x in 2012.
WMB's consolidated debt to EBITDA will likely exceed 4.5x, while
its parent-level leverage should remain strong at 1.5x or below.
Credit measures for both WPZ and WMB should strengthen in 2014 as
several large organic projects come on line and the effects of NGL
price swings are reduced.

TGPL and NWP: TGPL's and NWP's ratings and Positive Outlooks
reflect their strong individual operating and financial profiles,
offset by the structural and functional tie between these entities
and their parent WPZ. Operationally, TGPL and NWP are considered
two of the premier pipeline systems in the U.S. Both pipelines
boast competitive rate structures, operate in relatively secure
markets, have a high percentage of capacity subscribed under
medium-term to long-term contracts with utility counterparts, and
have manageable expansion plans. Longer-term supply/demand
dynamics in the northeast for TGPL and northwest for NWP are
favorable.

Liquidity is Adequate: WMB's liquidity position is expected to
remain strong given its cash resources and minimal refinancing
requirements. WMB has a $900 million unsecured revolving credit
facility that matures June 2016. The revolver has a maximum debt
to EBITDA ratio of 4.5x (5.0x following acquisitions of $50
million or more). There are currently no borrowings under the
revolver. WMB ended 2012 with $840 million of cash. WPZ has a $2.4
billion revolving credit facility that matures in June 2016 and
backstops the new $2 billion CP program. Approximately $250
million is outstanding under the revolver. Both TGPL and NWP are
co-borrowers under the WPZ facility for up to $400 million each.
The WPZ revolver has a maximum consolidated debt to EBITDA ratio
of 5.0x (5.5x following acquisitions of $50 million or more). The
companies have no debt maturities until 2015.

RATING SENSITIVITIES:

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

WPZ
-- Increased scale and diversity of assets;
-- A greater percentage of revenues generated from pipelines and
   other fixed-fee assets;
-- Expectations for strong credit measures with sustained leverage
   below 4.0x.

WMB
-- Increased scale and diversity of assets;
-- A greater percentage of revenues generated from fixed-fee
   assets;
-- An upgrade at WPZ.

TGPL and NWP
-- An upgrade at WPZ.

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

WPZ
-- Increasing commodity risk;
-- Weaker credit metrics with sustained leverage above 4.5x.

WMB
-- Increasing commodity risk;
-- Weaker credit measures with sustained leverage above 5.0x;
-- A downgrade at WPZ.

TGPL and NWP
-- A downgrade at WPZ.

Fitch affirms the following ratings with a Positive Outlook:

Williams Partners L.P
-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB-'.

Williams Partners Finance Corporation
-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB-'.

Transcontinental Gas Pipeline Company, LLC
-- IDR at 'BBB';
-- Senior unsecured debt at 'BBB'.

Northwest Pipeline GP
-- IDR at 'BBB';
-- Senior unsecured debt at 'BBB'.

Fitch affirms the following ratings with a Stable Outlook:

The Williams Companies, Inc.
-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB-';
-- Junior subordinated convertible debentures at 'BB'.

Fitch assigns the following ratings:
Williams Partners L.P.
-- Short-term IDR at 'F3';
-- Commercial paper at 'F3'.


* Ex-Receiver Cites Racism, Isolation of Poor on Fiscal Woes
------------------------------------------------------------
Romy Varghese, writing for Bloomberg News, reports that "racial
separateness and isolation of the poor" drive municipalities'
financial woes as much as 'obvious' factors such as escalating
pension costs and declining tax revenue, said David Unkovic, the
former receiver of Harrisburg, Pa., in a paper he was to present
this week during the Bond Buyer Symposium on Distressed
Municipalities in Providence, Rhode Island.  Mr. Unkovic noted
that the cities of Harrisburg and Detroit, Mich., which received a
state-appointed emergency manager last week, have majority black
populations, as do many other distressed communities.

"Our American way of life continues to largely separate African-
Americans from equal opportunity and equal education," Mr. Unkovic
wrote, according to Bloomberg.  "That separation is easier to
maintain thanks to our system of local governments which tend to
isolate the poor, including many minorities, in defined political
subdivisions where they receive substandard education, substandard
services and substandard opportunities."

The report notes Unkovic's successor, William B. Lynch, is
implementing Mr. Unkovic's court-approved recovery plan for the
city, which includes asset sales and higher income taxes on
residents.


* Moody's Liquidity-Stress Index Rises to 3.5% in March
-------------------------------------------------------
Moody's Liquidity-Stress Index rose to 3.5% as of mid-March,
bouncing off the record low of 3.0% that held through the first
two months of 2013, Moody's Investors Service says in its latest
edition of SGL Monitor. But the LSI remains well below its 7.4%
historical average.

Moody's Liquidity-Stress Index rises when corporate liquidity
appears to weaken and falls when it appears to improve.

"Despite the modest rise in the LSI, we don't see widespread
liquidity pressures among US speculative-grade companies," says
Vice President -- Senior Credit Officer John Puchalla.
"Refinancing conditions remain good, even though high-yield bond
issuance has dipped slightly in the first few months of this
year."

Nonetheless, the uptick in the LSI at a time when debt issuance is
cooling could be a cautionary sign, Puchalla says. "Weaker
corporate earnings, a worsening of Europe's debt problems and
potential fallout from US fiscal policy debates could push
investors into asset classes considered less risky than high-yield
debt."

In addition to percolating concerns about an eventual rise in
interest rates, these factors could lead to weaker corporate cash
flow or diminished access to the credit markets.

So far in 2013, liquidity rating downgrades have continued to
outnumber upgrades. Through mid-March, Moody's had downgraded the
liquidity ratings of 17 speculative-grade borrowers, and upgraded
those of 13. In the first half of this month there were five
downgrades and one upgrade, with the downgrades reflecting mainly
weakening cash flow and upcoming debt maturities.

Moody's Covenant Stress Index, which measures the extent to which
speculative-grade companies are at risk of violating their debt
covenants, declined for a third consecutive month in February, to
1.9%. The index goes down when headroom under covenants appears to
increase. It now sits just above its record low of 1.8%, set in
May last year, with the low reading indicating a low risk of
covenant violations.


* Moody's Sees Continuing High Default Rates for Student Loans
--------------------------------------------------------------
The annualized private student loan default rate will continue to
fall year over year in 2013 but will still be higher than pre-
recession levels, says Moody's Investors Service in its quarterly
report on non-federally guaranteed student loan performance.

"We will continue to see high rates of default because the
unemployment rate, the key credit driver of student loan defaults,
will remain high at 7.0%-8.0%," said Moody's AVP-Analyst Tracy
Rice, author of the report on activity in the fourth quarter of
2012, "Private (Non-Guaranteed) Student Loan Defaults Improve
Again But Will Remain High in 2013."

"Improving unemployment will help borrowers repay their loans,"
said Rice. "However, high student loan debt and lower earnings
will continue to make repayment difficult."

The annualized default rate in fourth-quarter 2012 was 4.5%,
according to Moody's Private Student Loan Indices, down
considerably from 5.2% in fourth-quarter 2011, for the third
consecutive quarter of sizeable year-over-year improvement.

"But the rate remains nearly twice as high as it was prior to the
recession," said Rice.

The 90-plus delinquency rate in Moody's PSL Indices was 2.5% in
fourth-quarter 2012, down from 2.7% in fourth-quarter 2011, for
the eleventh consecutive quarter of year-over-year improvement.
Ninety-plus delinquencies will continue to drop slowly as they
have since peaking in mid-2009.

The PSL Indices track ten years of credit performance data on 68
private student loan securitizations that Moody's rates,
representing over $40 billion in outstanding pool balance.


* Supreme Court Hears Case on Misusing Trust Property
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported the U.S. Supreme Court tackled the question this week of
what must be proven for a debt to survive bankruptcy as resulting
from "defalcation while acting in a fiduciary capacity." The
federal courts of appeal are split three ways on the subject.

Mr. Rochelle relates that in the appeal argued March 18, the
result may turn on whether the justices believe "defalcation"
requires proof of bad intent or knowledge an action is wrong.  The
case might also turn on an unusual set of facts where the trust
didn't suffer a loss even though the trustee committed a breach of
trust.

According to the report, the case arose from an individual's
Chapter 7 bankruptcy.  The bankruptcy judge ruled that Section
523(a)(4) of the Bankruptcy Code wouldn't allow discharging a
$285,000 debt resulting from misdeeds while acting as a trustee of
a trust.

The report notes that three circuits say that even an innocent
defalcation by a fiduciary isn't discharged in bankruptcy.  Three
other circuits require "recklessness" to bar discharge, while two
demand "extreme recklessness," the according to the lower court
opinion from the Eleventh Circuit Court of Appeals in Atlanta.
The Atlanta court took the middle ground, requiring recklessness.
The court said that "mere negligence" wasn't enough.  The action
had to be "objectively reckless."

According to Mr. Rochelle, as typical for Supreme Court arguments,
the outcome isn't obvious from the justices' questions.

The case is factually unusual because the trustee took money from
a trust for an unauthorized purpose, although not knowing it was
improper. The trustee paid the money back, with interest.  He was
nonetheless saddled with the $285,000 judgment from a state court
on the theory that he should also give back profits he made for
himself from misuse of trust assets.  Early in the argument,
Justice Ruth Bader Ginsburg asked why anything else need be shown
apart from the fact that the act was unauthorized and represented
self-dealing.

On the question of whether there must be knowledge of wrongdoing,
Justice Stephen G. Breyer pointed out that someone can be
convicted of a crime "while misunderstanding the law of
embezzlement."  Similarly, Justice Sonia Sotomayor asked, "Why
does mental state matter at all?"  She later asked if ignorance of
the law could ever be an excuse for someone serving as a trustee.
Justice Breyer, stating a different point of view, noted that the
statute treats defalcation and fraud differently, so knowledge
of improper conduct might be required for defalcation where it's
not for fraud.

A second question in the case is whether there was defalcation
because there was no loss and everything was restored to the
trust. Chief Justice John G. Roberts said it's still bank robbery
if all the money is given back.  Justice Antonin Scalia asked
whether recklessness is required.  He also questioned if it was
enough to show a breach of trust.  Justice Sotomayor similarly
asked whether the debt could be excepted from discharge "when the
trust got every penny that it would have earned if the money had
not been taken."

The case in the Supreme Court is Bullock v. BankChampaign
NA, 11-1518, U.S. Supreme Court (Washington). The case in the
Court of Appeals was Bullock v. BankChampaign NA (In re
Bullock), 11-11686, U.S. Eleventh Circuit Court of Appeals
(Atlanta).


* Defending a Fee Request Itself Is Compensable
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that successfully defending a fee request is compensable
in itself, U.S. District Judge Robert H. Cleland in Detroit ruled
on March 17.  The U.S. Court of Appeals in Cincinnati hadn't
directly addressed the issue.

The opinion dealt with a $450 dispute, thus demonstrating how
small cases nonetheless make significant law.  The lawyer for an
individual in Chapter 13 filed a fee request for more than $8,000.
The Chapter 13 trustee objected and the lawyer lowered the request
by $1,000.  When time came for filing the modified fee request,
the lawyer sought $450 for defending the fee application.  The
bankruptcy judge overruled an objection and approved $450 for
defending the fees.

Judge Cleland pointed to cases in other jurisdictions where
defending a fee request is compensable in itself.  Where it
otherwise, a lawyer for a bankrupt would be in a no-win situation
if an adversary were to demand an unwarranted reduction in a fee
award.

The trustee argued that defending a fee award doesn't meet the
standard in Section 330(a) because it confers no benefit on the
bankrupt estate.  Judge Cleland disagreed, saying that "reasonably
compensation attorneys benefits the estate."

The case is Carroll v. Goldstein Gershad & Fried (In re Wiczorek),
12-13503, U.S. District Court, Eastern District Michigan
(Detroit).


* Funding Cuts to Compromise Federal Courts, Judges Tell Congress
-----------------------------------------------------------------
A federal judge has told Congressional appropriators of
sequestration's dire consequences for the federal courts; "the
Judiciary cannot continue to operate at such drastically reduced
funding levels without seriously compromising the Constitutional
mission of the federal courts."

Judge Julia S. Gibbons, chair of the Judicial Conference Budget
Committee, testified before the House Appropriations Subcommittee
on Financial Services and General Government, along with Judge
Thomas F. Hogan, Director of the Administrative Office of the
United States Courts.

"We cannot reduce our work if we face deep funding cuts," Judge
Gibbons told the subcommittee.  "We must adjudicate all cases that
are filed with the courts, we must protect the community by
supervising defendants awaiting trial and criminals on post-
conviction release, we must provide qualified defense counsel for
defendants who cannot afford representation, we must pay jurors
. . . and ensure the safety and security of court staff,
litigants, and the public in federal court facilities."  Resources
are needed to perform this work.

The Judiciary seeks $7.22 billion in appropriations, a 2.6 percent
overall increase above the assumed fiscal year 2013 appropriations
levels. This is the lowest requested increase on record and as
Judge Gibbons pointed out, "the minimum amount required to meet
our Constitutional and statutory responsibilities." The request
also represents a current services budget that limits the growth
of the Judiciary's largest account, the Salaries and Expenses that
funds the bulk of court operations, to  just 2.3 percent. The
increase does not restore any of the 1,800 staff lost over the
last 18 months as a result of budget constraints.

Judges Gibbons and Hogan identified the Judiciary's on-going cost-
containment efforts in helping to limit the growth of the
Judiciary's budget. Among the initiatives are sharing
administrative services among the courts, aggressively pursuing
space reduction policies, including releasing space in
underutilized non-resident facilities, and promoting the use of
case budgeting to reduce defender services costs.

"I must point out, however," Judge Gibbons said, "that while cost
containment has been helpful during the last several years of flat
budgets, no amount of cost containment will offset the major
reductions we face from sequestration."

Judge Gibbons urged the subcommittee in its deliberations to take
into account the Judiciary's unique Constitutional role "and the
importance to our citizenry of an open, accessible, and well-
functioning federal courts system. . . . If sufficient funding is
not provided to the courts, we cannot provide the people of the
United States the type of justice system that has been a hallmark
of our liberty throughout our nation's history."


* California Furloughs for Workers Will Prove Costly
----------------------------------------------------
Chris Megerian, writing for the Los Angeles Times, reported that
the decision to furlough state employees during the financial
crises of recent years may have saved money in the short term but
will leave a big bill down the road, the Legislature's budget
advisors said Thursday.

The state, according to the LA Times report, will owe $1 billion
extra to many workers when they retire or quit, for vacation time
that went unused while they were being forced to take unpaid days
off.  The furloughs were intended to save $5 billion from February
2009 to July 2013, effectively cutting workers' pay 5% to 14%, the
report said.  The $1 billion for unused vacation -- some in excess
of state accrual limits -- will eat into those savings, according
to a report by the nonpartisan Legislative Analyst's Office.

The LA Times noted that a spike in unused vacation time drove
payouts to a historic $270 million during the 2011-12 fiscal year,
two-thirds more than when the furloughs started. In June 2012, the
average state employee had about 53 vacation days saved, 51% more
than when Gov. Arnold Schwarzenegger first ordered forced absences
in 2009.

According to the LA Times, most state employees are allowed to
keep 80 days of unused vacation, although California Highway
Patrol officers can bank 102 days and corrections officers have no
limits.  The limits are treated as "more of a guideline" and are
not widely enforced, Schroeder said. Workers are routinely paid
for unused time in excess of the limits.

A Times analysis in 2011 showed that more than 4,000 full-time
state workers received payouts for more than 80 unused vacation
days in 2010. Some received a check that was at least as big as
their annual salary.


* Trading Hearings Put Focus Back on JPMorgan's Chief
-----------------------------------------------------
Ben Protess and Jessica Silver-Greenberg, writing for The New York
Times, reported that Jamie Dimon, the influential chief of
JPMorgan Chase, watched from New York on Friday while in
Washington his top lieutenants were questioned by a Senate panel
over a multibillion-dollar trading loss.

An uncomfortable spotlight has swung back on Mr. Dimon all the
same, as the hearing and the panel's report detailed his role in
the trading blowup, potentially creating fresh challenges for a
chief executive long praised for his risk-management prowess, the
NY Times report related.

The 57-year-old chairman and chief executive of the nation's
largest bank is unlikely to face a serious threat to his power at
a time when he is reporting record profits, according to the
report.  Some investors and even members of the bank's board,
however, are growing frustrated with what one shareholder called
his "off-putting arrogance."

Two board members are concerned about the repercussions of Mr.
Dimon's statements on an earnings call last April that dismissed
news reports about the trades as a "tempest in a teapot," say
people briefed on the board's thinking, the NY Times related.  The
concern is that those statements -- made months after Mr. Dimon
learned the trades had breached the firm's internal alarm system
hundreds of times, according to the Senate report -- could put the
bank in a precarious situation with regulators investigating the
trades.  And government officials who would speak only anonymously
say that Mr. Dimon, faulted in the Senate report for strong-arming
regulators, is also losing sway with some authorities in
Washington, the NY Times report added.

According to the NY Times, Mr. Dimon has already apologized for
the $6 billion trading loss, and his compensation has been halved.
And he does maintain cordial ties to several important lawmakers,
including Senator Elizabeth Warren, the Massachusetts Democrat and
a fierce critics of the bank, the report said.  Last week, he met
with Treasury Secretary Jacob J. Lew.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re William Miller
   Bankr. C.D. Cal. Case No. 13-16163
      Chapter 11 Petition filed March 10, 2013

In re NBS, Inc.
        fdba Creative Christian Services, Inc.
        aka National Business Services
   Bankr. M.D. Ala. Case No. 13-80360
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/almb13-80360.pdf
         represented by: Michael A. Fritz, Sr., Esq.
                         FRITZ HUGHES & HILL, LLC
                         E-mail: bankruptcy@fritzandhughes.com

In re Percy Roberts
   Bankr. S.D. Ala. Case No. 13-00815
      Chapter 11 Petition filed March 11, 2013

In re Joseph Byrne
   Bankr. C.D. Cal. Case No. 13-12152
      Chapter 11 Petition filed March 11, 2013

In re Master Stone Trading Company
   Bankr. C.D. Cal. Case No. 13-16229
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/cacb13-16229.pdf
         represented by: Bryn C. Deb, Esq.
                         A2B LEGAL
                         E-mail: bryn@a2blegal.com

In re Integrated Medical Systems, Inc., A Wyoming Corporation
   Bankr. C.D. Cal. Case No. 13-16265
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/cacb13-16265.pdf
         represented by: Gerard W. O'Brien, Esq.
                         GERARD W. O'BRIEN & ASSOC., P.C.
                         E-mail: gerardwobrien@gmail.com

In re Norma Antonia Espinoza
   Bankr. C.D. Cal. Case No. 13-16312
      Chapter 11 Petition filed March 11, 2013

In re Barry Muffley
   Bankr. M.D. Cal. Case No. 13-01442
      Chapter 11 Petition filed March 11, 2013

In re Paul Humbert
   Bankr. N.D. Cal. Case No. 13-30285
      Chapter 11 Petition filed March 11, 2013

In re Jubal Early, LLC
   Bankr. N.D. Fla. Case No. 13-40147
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/flnb13-40147p.pdf
         See http://bankrupt.com/misc/flnb13-40147c.pdf
         represented by: Michael P. Brundage, Esq.
                         PHELPS DUNBAR, LLP
                         E-mail: michael.brundage@phelps.com

In re Phoenix Computerized Accounting Service, Inc.
   Bankr. N.D. Ill. Case No. 13-09547
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/ilnb13-09547.pdf
         represented by: James L. Hardemon, Esq.
                         LEGAL REMEDIES, CHARTERED
                         E-mail: bknotices@legalremedieschicago.com

In re Patrick Burton
   Bankr. S.D. Ind. Case No. 13-90523
      Chapter 11 Petition filed March 11, 2013

In re Stephen Epstein, M.D., P.A.
   Bankr. D. Md. Case No. 13-14203
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/mdb13-14203.pdf
         represented by: David E. Lynn, Esq.
                         DAVID E. LYNN, P.C.
                         E-mail: davidlynn@verizon.net

In re The Apartments at the Groves, Inc.
        fka The Groves Apartments - Deaconess, Inc.
   Bankr. D. Mass. Case No. 13-11330
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/mab13-11330.pdf
         represented by: Daniel C. Cohn, Esq.
                         MURTHA CULLINA, LLP
                         E-mail: dcohn@murthalaw.com

In re A Clean Slate, LLC
   Bankr. W.D. Mo. Case No. 13-40778
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/mowb13-40778.pdf
         represented by: Coleman R. Ellis, Esq.
                         GHAFOOR COOK & ASSOCIATES
                         E-mail: bankruptcy@ghafoorcook.com

In re Carmen Lopez-Toro
   Bankr. D.P.R. Case No. 13-01873
      Chapter 11 Petition filed March 11, 2013

In re Paul Proctor
   Bankr. M.D. Tenn. Case No. 13-02152
      Chapter 11 Petition filed March 11, 2013

In re HB02WORKS Houston, LLC
   Bankr. E.D. Tex. Case No. 13-40640
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/txeb13-40640.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS P.C.
                         E-mail: eric@ealpc.com

In re HB02WORKS San Antonio, LLC
   Bankr. E.D. Tex. Case No. 13-40641
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/txeb13-40641.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS P.C.
                         E-mail: eric@ealpc.com

In re Pro Imaging Diagnostics, LLC
   Bankr. W. Va. Case No. 13-30109
     Chapter 11 Petition filed March 11, 2013
         See http://bankrupt.com/misc/wvsb13-30109.pdf
         represented by: Frederick L. Delp, Esq.
                         E-mail: fldelp@comcast.net
In re Kay Price
   Bankr. D. Ariz. Case No. 13-03561
      Chapter 11 Petition filed March 12, 2013

In re Rosebud Optical, Inc.
   Bankr. D. Ariz. Case No. 13-03545
     Chapter 11 Petition filed March 12, 2013
         See http://bankrupt.com/misc/azb13-03545.pdf
         represented by: Donald W. Powell, Esq.
                         Carmichael & Powell, P.C.
                         E-mail: d.powell@cplawfirm.com

In re Mauricio Leon
   Bankr. C.D. Cal. Case No. 13-11675
      Chapter 11 Petition filed March 12, 2013

In re Sara Hayes
   Bankr. C.D. Cal. Case No. 13-16420
      Chapter 11 Petition filed March 12, 2013

In re Hoffman Vacation Rentals, LLC
        dba Rocky Mountain Vacation Rentals
   Bankr. D. Colo. Case No. 13-13579
     Chapter 11 Petition filed March 12, 2013
         See http://bankrupt.com/misc/cob13-13579p.pdf
         See http://bankrupt.com/misc/cob13-13579c.pdf
         represented by: Lee M. Kutner, Esq.
                         Kutner Miller Brinen, P.C.
                         E-mail: lmk@kutnerlaw.com

In re Gilbert Spencer
   Bankr. S.D. Fla. Case No. 13-15516
      Chapter 11 Petition filed March 12, 2013

In re Highlands Advanced Rheumatology and Arthritis Center, PL
   Bankr. S.D. Fla. Case No. 13-15576
     Chapter 11 Petition filed March 12, 2013
         See http://bankrupt.com/misc/flsb13-15576.pdf
         represented by: Craig I. Kelley, Esq.
                         Kelley & Fulton, PL
                         E-mail: cik@kelleylawoffice.com

In re Christopher Salem
   Bankr. D. Hawaii Case No. 13-00392
      Chapter 11 Petition filed March 12, 2013

In re Gurdial Sanghera
   Bankr. N.D. Ill. Case No. 13-09826
      Chapter 11 Petition filed March 12, 2013

In re Bernard Schmaltz
   Bankr. S.D. Ind. Case No. 13-02162
      Chapter 11 Petition filed March 12, 2013

In re Indy Pro Audio Production Services, Inc.
        dba Indy Pro Audio Music Store
   Bankr. S.D. Ind. Case No. 13-02187
     Chapter 11 Petition filed March 12, 2013
         See http://bankrupt.com/misc/insb13-02187.pdf
         represented by: Brenda A. Roper, Esq.
                         B A Roper & Associates, LLC
                         E-mail: baroperlaw@yahoo.com

In re Jamal Jamil
   Bankr. E.D. Mich. Case No. 13-44713
      Chapter 11 Petition filed March 12, 2013

In re Stacy Rush
   Bankr. D. Nev. Case No. 13-11975
      Chapter 11 Petition filed March 12, 2013

In re Thomas Hugues
   Bankr. D.N.J. Case No. 13-15122
      Chapter 11 Petition filed March 12, 2013

In re Raphael Development Corp.
        aka JC Auto Sales of NY Inc.
          aka A.W. Auto Parts Inc.
   Bankr. E.D.N.Y. Case No. 13-71197
     Chapter 11 Petition filed March 12, 2013
         See http://bankrupt.com/misc/nyeb13-71197.pdf
         Filed pro se

In re Albany Communications & Microwave, Ltd.
   Bankr. N.D.N.Y. Case No. 13-10607
     Chapter 11 Petition filed March 12, 2013
         See http://bankrupt.com/misc/nynb13-10607.pdf
         represented by: Barbara A. Whipple, Esq.
                         E-mail: attybwhipple@gmail.com

In re Benjamin Reichley
   Bankr. M.D. Pa. Case No. 13-01239
      Chapter 11 Petition filed March 12, 2013

In re Jo Rast
   Bankr. E.D. Tenn. Case No. 13-11233
      Chapter 11 Petition filed March 12, 2013

In re Soaring Wings 1, LLC
   Bankr. D. Utah Case No. 13-22482
     Chapter 11 Petition filed March 12, 2013
         See http://bankrupt.com/misc/utb13-22482.pdf
         represented by: John Bagley, Esq.
                         Bagley Law, PC
                         E-mail: JennyP@JohnBagleyLaw.com
In re Max's Delicatessen, LLC
        dba Max's Deli
   Bankr. N.D. Ala. Case No. 13-01176
     Chapter 11 Petition filed March 13, 2013
         See http://bankrupt.com/misc/alnb13-01176.pdf
         represented by: Steven D. Altmann, Esq.
                         NAJJAR DENABURG, P.C.
                         E-mail: saltmann@najjar.com

In re Roy Alexander
   Bankr. N.D. Ala. Case No. 13-01183
      Chapter 11 Petition filed March 13, 2013

In re Barbara A. Sinatra, LLC
   Bankr. C.D. Cal. Case No. 13-11705
     Chapter 11 Petition filed March 13, 2013
         See http://bankrupt.com/misc/cacb13-11705p.pdf
         See http://bankrupt.com/misc/cacb13-11705c.pdf
         represented by: John J. Oh, Esq.
                         KIM KANG & OH, APC
                         E-mail: john@kimkangoh.com

In re Douglas Ross
   Bankr. C.D. Cal. Case No. 13-14448
      Chapter 11 Petition filed March 13, 2013

In re Juan Ramirez
   Bankr. E.D. Cal. Case No. 13-23371
      Chapter 11 Petition filed March 13, 2013

In re Fedelina De-Aguero
   Bankr. E.D. Cal. Case No. 13-23376
      Chapter 11 Petition filed March 13, 2013

In re David Whitney
   Bankr. N.D. Cal. Case No. 13-51432
      Chapter 11 Petition filed March 13, 2013

In re Phillip Moheno
   Bankr. S.D. Calif. Case No. 13-02473
      Chapter 11 Petition filed March 13, 2013

In re David Pedersen
   Bankr. D. Colo. Case No. 13-13645
      Chapter 11 Petition filed March 13, 2013

In re Lucarelli's Executive Answering Service, LLC
   Bankr. D. Conn. Case No. 13-30443
     Chapter 11 Petition filed March 13, 2013
         See http://bankrupt.com/misc/ctb13-30443.pdf
         represented by: Noah J. Schafler, Esq.
                         SCHAFLER LAW, LLC
                         E-mail: noah@schaflerlaw.com

In re Auto Brokers European Connection, LLC
   Bankr. M.D. Fla. Case No. 13-03177
     Chapter 11 Petition filed March 13, 2013
         See http://bankrupt.com/misc/flmb13-03177.pdf
         represented by: David W. Steen, Esq.
                         DAVID W. STEEN, P.A.
                         E-mail: dwsteen@dsteenpa.com

In re Auto Care Collision Center by Beto's, Inc.
   Bankr. M.D. Fla. Case No. 13-03178
     Chapter 11 Petition filed March 13, 2013
         See http://bankrupt.com/misc/flmb13-03178.pdf
         represented by: David W. Steen, Esq.
                         DAVID W. STEEN, P.A.
                         E-mail: dwsteen@dsteenpa.com

In re Pinto Real Estate Development, LLC
   Bankr. M.D. Fla. Case No. 13-03179
     Chapter 11 Petition filed March 13, 2013
         See http://bankrupt.com/misc/flmb13-03179.pdf
         represented by: David W. Steen, Esq.
                         DAVID W. STEEN, P.A.
                         E-mail: dwsteen@dsteenpa.com

In re First Baptist Church Community Development Corporation
   Bankr. S.D. Fla. Case No. 13-15674
     Chapter 11 Petition filed March 13, 2013
         See http://bankrupt.com/misc/flsb13-15674.pdf
         represented by: Brian K. McMahon, Esq.
                         BRIAN K. MCMAHON, P.A.
                         E-mail: briankmcmahon@gmail.com

In re Gunasundari Veerapandian
   Bankr. D. Mass. Case No. 13-11357
      Chapter 11 Petition filed March 13, 2013

In re Clusiau Sales & Rental, Inc.
   Bankr. D. Minn. Case No. 13-50215
     Chapter 11 Petition filed March 13, 2013
         See http://bankrupt.com/misc/mnb13-50215.pdf
         represented by: Michael F. McGrath, Esq.
                         RAVICH MEYER KIRKMAN McGRATH NAUMAN &
                         TANSEY, P.A.
                         E-mail: mfmcgrath@ravichmeyer.com

In re Lynn Green
   Bankr. S.D. Miss. Case No. 13-00868
      Chapter 11 Petition filed March 13, 2013

In re Stacy Spears
   Bankr. W.D.N.Y. Case No. 13-10636
      Chapter 11 Petition filed March 13, 2013

In re Pamela Linn
   Bankr. W.D. Pa. Case No. 13-21087
      Chapter 11 Petition filed March 13, 2013

In re Michelle Clark
   Bankr. M.D. Tenn. Case No. 13-02259
      Chapter 11 Petition filed March 13, 2013

In re Dominion Associates, LLC
   Bankr. N.D. Cal. Case No. 13-41519
     Chapter 11 Petition filed March 14, 2013
         See http://bankrupt.com/misc/canb13-41519.pdf
         represented by: Daniel R. Schwarz, Esq.
                         Law Offices of Marc L. TerBeek
                         E-mail: terbeeklaw@gmail.com

In re Francis Grogan
   Bankr. S.D. Fla. Case No. 13-15823
      Chapter 11 Petition filed March 14, 2013

In re Pete and D's Corporation
        dba Dimitris Casual Dining and Pancake House
          dba Dimitris Casual Dining
   Bankr. S.D. Ind. Case No. 13-02341
     Chapter 11 Petition filed March 14, 2013
         See http://bankrupt.com/misc/insb13-02341.pdf
         represented by: Tom Scott, Esq.
                         Tom Scott & Associates
                         E-mail: bk@tomscottlaw.com

In re The Bland Family Trust
   Bankr. D. Md. Case No. 13-14499
     Chapter 11 Petition filed March 14, 2013
         See http://bankrupt.com/misc/mdb13-14499.pdf
         represented by: Terry Lee Goddard, Jr., Esq.
                         Skeen & Kauffman LLP
                         E-mail: tgoddard@skaufflaw.com

In re 2821 Fort Business, LLC
   Bankr. E.D. Mich. Case No. 13-45011
     Chapter 11 Petition filed March 14, 2013
         See http://bankrupt.com/misc/mieb13-45011p.pdf
         See http://bankrupt.com/misc/mieb13-45011c.pdf
         represented by: John C. Lange, Esq.
                         Gold, Lange & Majoros, PC
                         E-mail: jlange@glmpc.com

In re 3544 Pelham Operation, LLC
   Bankr. E.D. Mich. Case No. 13-45014
     Chapter 11 Petition filed March 14, 2013
         See http://bankrupt.com/misc/mieb13-45014p.pdf
         See http://bankrupt.com/misc/mieb13-45014c.pdf
         represented by: John C. Lange, Esq.
                         Gold, Lange & Majoros, PC
                         E-mail: jlange@glmpc.com

In re 3860 Dix Business, LLC
   Bankr. E.D. Mich. Case No. 13-45016
     Chapter 11 Petition filed March 14, 2013
         See http://bankrupt.com/misc/mieb13-45016p.pdf
         See http://bankrupt.com/misc/mieb13-45016c.pdf
         represented by: John C. Lange, Esq.
                         Gold, Lange & Majoros, PC
                         E-mail: jlange@glmpc.com

In re New Bride Missionary Baptist Church
   Bankr. E.D. Mich. Case No. 13-44962
     Chapter 11 Petition filed March 14, 2013
         See http://bankrupt.com/misc/mieb13-44962p.pdf
         See http://bankrupt.com/misc/mieb13-44962c.pdf
         represented by: Kenneth S. Sebree, Esq.
                         Kenneth S. Sebree, P.C.
                         E-mail: atty.sebree@sbcglobal.net

In re Bryan Behrens
   Bankr. D. Nebr. Case No. 13-80513
      Chapter 11 Petition filed March 14, 2013

In re John J. Carli Jr. Realty Investments, LLC
   Bankr. E.D. Pa. Case No. 13-12254
     Chapter 11 Petition filed March 14, 2013
         See http://bankrupt.com/misc/paeb13-12254.pdf
         represented by: Robert H. Holber, Esq.
                         Attorney Robert H. Holber PC
                         E-mail: rholber@holber.com

In re Basic Steps Daycare, Inc.
   Bankr. M.D. Pa. Case No. 13-01313
     Chapter 11 Petition filed March 14, 2013
         See http://bankrupt.com/misc/pamb13-01313.pdf
         represented by: Lawrence G. Frank, Esq.
                         Thomas, Long, Niesen and Kennard
                         E-mail: lawrencegfrank@gmail.com

In re Miguel Cedeo Rodiguez
   Bankr. D.P.R. Case No. 13-01948
      Chapter 11 Petition filed March 14, 2013

In re Arturo Ramirez
   Bankr. W.D. Tex. Case No. 13-30428
      Chapter 11 Petition filed March 14, 2013

In re Eva Ramirez
   Bankr. W.D. Tex. Case No. 13-30428
      Chapter 11 Petition filed March 14, 2013

In re Ines Solar
   Bankr. E.D. Va. Case No. 13-11166
      Chapter 11 Petition filed March 14, 2013

In re Jerome Guenser
   Bankr. W.D. Wash. Case No. 13-12300
      Chapter 11 Petition filed March 14, 2013

In re Florence Woolbright
   Bankr. C.D. Cal. Case No. 13-12292
      Chapter 11 Petition filed March 15, 2013

In re Alex Kornilov
   Bankr. C.D. Cal. Case No. 13-16834
      Chapter 11 Petition filed March 15, 2013

In re Jesus Medina
   Bankr. N.D. Cal. Case No. 13-30593
      Chapter 11 Petition filed March 15, 2013

In re Larry Davison
   Bankr. M.D. Fla. Case No. 13-01573
      Chapter 11 Petition filed March 15, 2013

In re William Castano
   Bankr. S.D Fla. Case No. 13-15874
      Chapter 11 Petition filed March 15, 2013

In re Polet Senesac
   Bankr. N.D. Ind. Case No. 13-40127
      Chapter 11 Petition filed March 15, 2013

In re Sterling Fence, LLC
   Bankr. E.D. Mich. Case No. 13-45198
     Chapter 11 Petition filed March 15, 2013
         See http://bankrupt.com/misc/mieb13-45198.pdf
         represented by: Gerald L. Decker, Esq.
                         E-mail: gldeckerlaw@aol.com

In re Upright Wrecking & Demolition, L.L.C.
   Bankr. E.D. Mich. Case No. 13-45231
     Chapter 11 Petition filed March 15, 2013
         See http://bankrupt.com/misc/mieb13-45231.pdf
         represented by: Edward J. Gudeman, Esq.
                         GUDEMAN & ASSOCIATES, P.C.
                         E-mail: ejgudeman@gudemanlaw.com

In re Jeff Gambs
   Bankr. D. Nev. Case No. 13-12147
      Chapter 11 Petition filed March 15, 2013

In re Elko Holding Group, LLC
   Bankr. D. Nev. Case No. 13-12155
     Chapter 11 Petition filed March 15, 2013
         See http://bankrupt.com/misc/nvb13-12155.pdf
         represented by: Roger P. Croteau, Esq.
                         ROGER P. CROTEAU & ASSOCIATES LTD.
                         E-mail: croteaulaw@croteaulaw.com

In re Valente's Restaurant Inc.
   Bankr. N.D.N.Y. Case No. 13-10652
     Chapter 11 Petition filed March 15, 2013
         See http://bankrupt.com/misc/nynb13-10652.pdf
         represented by: Robert J. Rock, Esq.
                         TULLY RINCKEY, PLLC
                         E-mail: rrock@1888law4life.com

In re Atkinson Construction Company, Inc.
   Bankr. D. S.C. Case No. 13-01545
     Chapter 11 Petition filed March 15, 2013
         See http://bankrupt.com/misc/scb13-01545.pdf
         represented by: G. William McCarthy, Jr., Esq.
                         MCCARTHY LAW FIRM, LLC
                         E-mail: bmccarthy@mccarthy-lawfirm.com

In re Benjamin Mason
   Bankr. E.D. Tenn. Case No. 13-50470
      Chapter 11 Petition filed March 15, 2013

In re GR Lodging, LLC
   Bankr. N.D. Tex. Case No. 13-60033
     Chapter 11 Petition filed March 15, 2013
         See http://bankrupt.com/misc/txnb13-60033.pdf
         represented by: James L. Stewart, Esq.
                         LAW OFFICE OF JIMMY STEWART
                         E-mail: lojssa@hotmail.com

In re Duane Byrd
   Bankr. E.D. Wash. Case No. 13-01081
      Chapter 11 Petition filed March 15, 2013
In re Grassy Hill Development Corporation
   Bankr. D. Conn. Case No. 13-50382
     Chapter 11 Petition filed March 16, 2013
         See http://bankrupt.com/misc/ctb13-50382.pdf
         represented by: Joseph J. Romanello, Esq.
                         Romanello Law Firm, LLC
                         E-mail: jjr@romanellolawfirm.com

In re American Sourcing Link, LLC
   Bankr. M.D.N.C. Case No. 13-10340
     Chapter 11 Petition filed March 16, 2013
         See http://bankrupt.com/misc/ncmb13-10340.pdf
         represented by: Erik Mosby Harvey, Esq.
                         Carolina Law Partners
                         E-mail: emh@carolinalawpartners.com
In re Sidewell Street Inc.
   Bankr. C.D. Cal. Case No. 13-11803
     Chapter 11 Petition filed March 17, 2013
         See http://bankrupt.com/misc/cacb13-11803.pdf
         represented by: Michael D. Kwasigroch, Esq.
                         Law offices of Michael Kwasigroch
                         E-mail: attorneyforlife@aol.com

In re Zahra Mansouri
   Bankr. N.D. Cal. Case No. 13-30617
      Chapter 11 Petition filed March 17, 2013

In re Richard Ferrier
   Bankr. S.D. Calif. Case No. 13-02638
      Chapter 11 Petition filed March 17, 2013

In re S&N Convenience
   Bankr. N.D. Ill. Case No. 13-80883
     Chapter 11 Petition filed March 17, 2013
         See http://bankrupt.com/misc/ilnb13-80883.pdf
         represented by: John Ellsworth, Esq.
                         Ellsworth Law Group
                         E-mail: ellsworthlegal@yahoo.com

In re Vision Adventures, LLC
   Bankr. D.R.I. Case No. 13-10660
     Chapter 11 Petition filed March 17, 2013
         See http://bankrupt.com/misc/rib13-10660.pdf
         represented by: Felicia A. Manni-Paquette, Esq.
                         Azzinaro Manni-Paquette
                         E-mail: amplaw@verizon.net


In re Point Clear Tennis Club, LLC
   Bankr. S.D. Ala. Case No. 13-00933
     Chapter 11 Petition filed March 18, 2013
         See http://bankrupt.com/misc/alsb13-00933.pdf
         represented by: Marion E. Wynne, Jr., Esq.
                         Wilkins, Bankester, Biles & Wynne, PA
                         E-mail: twynne@wbbwlaw.com

In re James Schroeder
   Bankr. D. Ariz. Case No. 13-03952
      Chapter 11 Petition filed March 18, 2013

In re Peter Kasperski
   Bankr. D. Ariz. Case No. 13-03968
      Chapter 11 Petition filed March 18, 2013

In re Durell Hensley
   Bankr. C.D. Cal. Case No. 13-16875
      Chapter 11 Petition filed March 18, 2013

In re Edythe Roberts Morton
   Bankr. C.D. Cal. Case No. 13-16985
      Chapter 11 Petition filed March 18, 2013

In re Malcolm Owens
   Bankr. C.D. Cal. Case No. 13-14740
      Chapter 11 Petition filed March 18, 2013

In re Peter Katsiyiannis
   Bankr. C.D. Cal. Case No. 13-14713
      Chapter 11 Petition filed March 18, 2013

In re The Painted Nail LLC
   Bankr. C.D. Cal. Case No. 13-11836
     Chapter 11 Petition filed March 18, 2013
         represented by: Jeff Katofsky, Esq.

In re Wendy Roberts
   Bankr. C.D. Cal. Case No. 13-14794
      Chapter 11 Petition filed March 18, 2013

In re John Chavez
   Bankr. N.D. Cal. Case No. 13-10534
      Chapter 11 Petition filed March 18, 2013

In re Abhishek Corporation
   Bankr. S.D. Calif. Case No. 13-02647
     Chapter 11 Petition filed March 18, 2013
         See http://bankrupt.com/misc/casb13-02647.pdf
         represented by: William M. Rathbone, Esq.
                         Gordon & Rees LLP
                         E-mail: wrathbone@gordonrees.com

In re Ricardo Rodriguez
   Bankr. S.D. Fla. Case No. 13-16053
      Chapter 11 Petition filed March 18, 2013

In re Tree Garden Condominium Association, Inc.
   Bankr. S.D. Fla. Case No. 13-16044
     Chapter 11 Petition filed March 18, 2013
         See http://bankrupt.com/misc/flsb13-16044.pdf
         represented by: David W. Langley, Esq.
                         E-mail: dave@flalawyer.com

In re Gerald Hartman
   Bankr. C.D. Ill. Case No. 13-90309
      Chapter 11 Petition filed March 18, 2013

In re 5555 Bruner Street, LLC
   Bankr. N.D. Ill. Case No. 13-10702
     Chapter 11 Petition filed March 18, 2013
         See http://bankrupt.com/misc/ilnb13-10702.pdf
         represented by: Philip A. Igoe, Esq.
                         The Igoe Law Firm, Ltd.
                         E-mail: igoe@igoelawfirm.com

In re Nickolas Mitich
   Bankr. N.D. Ill. Case No. 13-10733
      Chapter 11 Petition filed March 18, 2013

In re Bytte Management Capital, Inc.
   Bankr. D. Mass. Case No. 13-11452
     Chapter 11 Petition filed March 18, 2013
         See http://bankrupt.com/misc/mab13-11452.pdf
         represented by: Harland L. Smith, Jr., Esq.
                         E-mail: hrlndsmith@aol.com

In re River Walk Development Phase Two, LLC
        aka Perryman Forest
   Bankr. D. Md. Case No. 13-14657
     Chapter 11 Petition filed March 18, 2013
         See http://bankrupt.com/misc/mdb13-14657p.pdf
         See http://bankrupt.com/misc/mdb13-14657c.pdf
         Filed pro se

In re Robert Klinger
   Bankr. D. Minn. Case No. 13-41279
      Chapter 11 Petition filed March 18, 2013

In re Neville Gibson
   Bankr. D.N.J. Case No. 13-15602
      Chapter 11 Petition filed March 18, 2013

In re Robert R. Bailey Corporation
   Bankr. D.N.M. Case No. 13-10878
     Chapter 11 Petition filed March 18, 2013
         See http://bankrupt.com/misc/nmb13-10878p.pdf
         See http://bankrupt.com/misc/nmb13-10878c.pdf
         represented by: James Clay Hume, Esq.
                         Hume Law Firm
                         E-mail: James@hume-law-firm.com

In re Mekkatt Industries LLC
   Bankr. E.D.N.Y. Case No. 13-71293
     Chapter 11 Petition filed March 18, 2013
         See http://bankrupt.com/misc/nyeb13-71293.pdf
         Filed pro se

In re Jennifer Rusnock
   Bankr. S.D.N.Y. Case No. 13-22438
      Chapter 11 Petition filed March 18, 2013

In re Myrtle Beach Golf Entertainment, LLC
        dba Secreits Cabaret
   Bankr. D.S.C. Case No. 13-01576
     Chapter 11 Petition filed March 18, 2013
         See http://bankrupt.com/misc/scb13-01576.pdf
         represented by: Felix B. Clayton, Esq.
                         Coastal Law
                         Email: butch@butchclaytonlaw.com

In re Early Sunrise Construction Company of Virginia
   Bankr. E.D. Va. Case No. 13-31463
     Chapter 11 Petition filed March 18, 2013
         See http://bankrupt.com/misc/vaeb13-31463.pdf
         represented by: Steven S. Biss, Esq.
                         Law Office of Steven S. Biss
                         E-mail: stevenbiss@earthlink.net

In re H. Hooyman
   Bankr. E.D. Wis. Case No. 13-23005
      Chapter 11 Petition filed March 18, 2013



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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