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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 11, 2013, Vol. 17, No. 10

                            Headlines

1701 COMMERCE: Cole Schotz Replaces John P. Lewis as Counsel
30DC INC: Acquires Remaining 50% of MagCast From Netbloo Media
360 GLOBAL: Files Q1 2009 Form 10-Q as Required by Plan
72 ALBANY: Voluntary Chapter 11 Case Summary
AAR CORP: SGL Rating Downgrade No Impact on Moody's 'Ba3' CFR

AEMETIS INC: Issues 9MM Shares to L. Cagan as Note Repayment
AERODYNAMICS INC: Case Summary & 20 Largest Unsecured Creditors
AIRBORNE ACQUISITION: Moody's Assigns 'B2' CFR; Outlook Stable
AJW OFFSHORE: Cayman Islands Firm's Chapter 15 Case Summary
ALETHEIA RESEARCH: Taps Avant Advisory as Financial Advisor

ALETHEIA RESEARCH: Taps Greenberg Glusker as Bankr. Counsel
ALLIANCE 2009: To Pay MidFirst $11,541 Per Month
AMERICAN AIRLINES: Sees Possible Value for Equity Holders
AMERICAN AIRLINES: Bondholders to Weigh US Airways Merger
AMERICAN INT'L GROUP: Won't Join Shareholders Suit vs. U.S.

ARCELORMITTAL: JV, Stock Issuance No Impact on Moody's Ba1 Rating
ATP OIL: Emergency Sale Procedures' Approval Sought
BAKERS FOOTWEAR: In Talks With Creditors on Sale or Liquidation
BAKERS FOOTWEAR: Judge Clears Firm to Liquidate Remaining Stores
BAKERS FOOTWEAR: Delays Form 10-Q for Oct. 27 Quarter

BEAZER HOMES: Netbloo Media Discloses 15.5% Equity Stake
BELLWEST HOLDINGS: Receiver Retains Control, Can Use of Cash
BELLWEST HOLDINGS: Chapter 11 Case Transferred to Phoenix
BIOLIFE SOLUTIONS: Posts 2012 Preliminary Revenue at $5.7-Mil.
BMF INC: Firstbank Withdraws Objection to Confirmation of Plan

BOMBARDIER INC: Fitch Rates $1-Bil. Senior Unsecured Notes at 'BB'
BOMBARDIER INC: Moody's Rates $1-Bil Sr. Unsecured Notes 'Ba2'
BOUNDARY BAY: Files Third Amendments to Plan Disclosures
BRIDGEVIEW AEROSOL: Kimberly Bacher Withdraws as Counsel
BROADCAST INTERNATIONAL: Agrees to Merge with AllDigital

BROADCAST INTERNATIONAL: Cuts Executives' Salaries to $180,000
CAMBRIDGE HEART: Expects $1.7 Million Revenue in 2012
CASCADE AG: WF Says There's No Equity Cushion, Prospect for Plan
CASCADE AG: Asks for Plan Extension After Bidder Withdrew
CCC ATLANTIC: Sec. 341(a) Creditors' Meeting Set for January 24

CENTRAL EUROPEAN: To Appeal NASDAQ's Delisting Determination
CEREPLAST INC: Amends Purchase, Registration Pacts with Ironridge
CERTENEJAS INCORPORADO: Court Sets Feb. 12 Confirmation Hearing
CHRYSLER GROUP: Spars with Union over IPO
CLEARWIRE CORP: Dish Alliance May Affect Sprint, Fitch Says

CLUB AT SHENANDOAH: Sec. 341(a) Creditors' Meeting Set for Jan. 14
COMMUNITY FINANCIAL: Donald Fischer Quits as Board Chairman
CONTRACTOR TECH: Court Weighs Reviving $1M Porter Hedges Suit
CRAWFORDSVILLE LLC: Sec. 341(a) Creditors' Meeting on January 23
CROWN AMERICAS: S&P Retains 'BB' Rating on 4.5% Sr. Unsecured Debt

CRYOPORT INC: Has Agreement With FedEx for Shipping Services
CUBIC ENERGY: Due Date of Wells Fargo Debt Extended Until March
DELTA IMAGING: Case Summary & 14 Largest Unsecured Creditors
DEEP DOWN: Goldman Capital Discloses 10.4% Equity Stake
DIGITAL DOMAIN: Seeks More Time to File Bankruptcy Plan

DISH NETWORK: Moody's Says Clearwire Takeover Offer Credit Neg.
EMPRESAS BERDUT: Case Summary & 9 Largest Unsecured Creditors
ENERGY FUTURE: Extends $646 Million Revolving Loans to 2016
ENERGYSOLUTIONS INC: Signs Merger Agreement With Rockwell
EPICEPT CORP: EisnerAmper Replaces Deloitte as Accountants

EVANS COAL: Court Allows Smiths to Reject Coal Lease
EXIDE TECHNOLOGIES: Loses Bid to Reclaim Battery Mark from EnerSys
EXIDE TECHNOLOGIES: Court Dismisses Suit Against Enersys
FANNIE MAE: Has $11.6-Billion Settlement With Bank of America
FIRST PHILADELPHIA: Taps Maureen P. Steady as Counsel

FIRST PLACE: Completes Sale to Talmer Bancorp
FIRSTFED FINANCIAL: Exit Plan Declared Effective Jan. 2
FREDERICK'S OF HOLLYWOOD: Amends 28.4 Million Resale Prospectus
FRIENDSHIP DAIRIES: Can Use Milk Proceeds Through April
GENE CHARLES: Must Resolve Entry Into Pipeline Agreements with CFL

GLOBAL ARENA: Raises $250,000 from Securities Sale
GOLDEN GUERNSEY: Liquidates After Incurring $50-Mil. Debt
GORDIAN MEDICAL: Seeks to Retain Control of Chapter 11
GUITAR CENTER: Martin Hanaka Named Director, Interim CEO
HALCON RESOURCES: Moody's Rates $400-Mil. Add-On Notes 'B3'

HAMPTON CAPITAL: 341 Meeting of Creditors on Feb. 11
HAMPTON CAPITAL: Proposes Getzler Henrich as Advisor
HAMPTON CAPITAL: Has $2.6-Mil. in DIP Financing From BofA
HAMPTON CAPITAL: Proposes Northen Blue as Counsel
HAMPTON ROADS: Former Maryland Bank CFO Sewell Joins Marketing

HD SUPPLY: Moody's Hikes Corp. Family Rating to 'B3'
HD SUPPLY: S&P Assigns 'CCC+' Rating to $650MM Sr. Sub. Notes
HEMCON MEDICAL: Has Interim Use of Cash Collateral
HEMCON MEDICAL: To Split Into Two Companies Under Plan
HOSTESS BRANDS: Court Rejects ACE American's Arbitration Bid

HOSTESS BRANDS: Apollo May Bid for Hostess Snack Business
INFUSYSTEM HOLDINGS: Ryan Morris Discloses 7.9% Equity Stake
INTERFAITH MEDICAL: Section 341(a) Meeting Adjourned to Jan. 28
INTERFAITH MEDICAL: UST Balks at Retainers, Overlapping Services
INTERFAITH MEDICAL: Bid to Keep Kurron as Managers Opposed

INTERFAITH MEDICAL: Patient Care Ombudsman to be Appointed
INTERFAITH MEDICAL: U.S. Trustee Forms 7-Member Committee
INTERFAITH MEDICAL: Hearing on Further Cash Use Set for Jan. 14
INTERNATIONAL FAITH: Case Summary & 6 Largest Unsecured Creditors
JANGIR INC: Case Summary & Largest Unsecured Creditor

JHK INVESTMENTS: Has Court's Nod to Hire CBIZ MHM as Accountant
K-V PHARMACEUTICAL: Seeks to Keep Bankruptcy Control
LIBERACE FOUNDATION: Sec. 341(a) Meeting Moved to Jan. 31
LAKELAND DEVELOPMENT: Authorized to Pay Glickfield $80,000
LAKELAND DEVELOPMENT: Authorized to Pay Redfield Baum $86,000

LDK SOLAR: Regains Compliance With NYSE Listing Requirement
LIGHTSQUARED LP: Harbinger Fights Lenders Over $264-Mil. Loan
LODGENET INTERACTIVE: Stock to Cease Trading on NASDAQ Next Week
LODGENET INTERACTIVE: Amends Rights Agreement With Computershare
LUMBER PRODUCTS: Ch.11 Trustee Taps Colliers as Real Estate Broker

LUMBER PRODUCTS: McKittrick Leonard Serves as Conflicts Counsel
M, P, M, INC: Case Summary & Unsecured Creditor
M&M STONE: Court Dismisses Second Bankruptcy Case
MACCO PROPERTIES: Dismissal of Cedar Lake Apartments' Case Sought
MARGAUX ORO: Court Confirms Reorganization Plan

MERVYN'S HOLDINGS: Indemnification Claim Granted Admin. Status
MEDICURE INC: Files sNDA for AGGRASTAT Label Change
METRO FUEL: Committee Hires Kelley Drye as Counsel
METRO FUEL: Panel Retains FTI Consulting as Financial Advisor
MF GLOBAL: Former CEO Deposition Motion Denied

MF GLOBAL: Commodity Customer Coalition Barred From Discovery
MODERN PRECAST: Sec. 341(a) Creditors' Meeting Set for Jan. 22
MONITOR COMPANY: Creditors Rip $6-Mil. Cash Collateral Request
MONITOR COMPANY: Creditors Committee Objects to Sale to Deloitte
MONTANA ELECTRIC: PPL EnergyPlus Keeps $2.5MM Admin Expense Claim

MOTA BROTHERS: Case Summary & 20 Largest Unsecured Creditors
MOUNTAIN PROVINCE: Closes Public Record for Environmental Review
MSR RESORT: U.S. Wants Sale Postponed to Clear Up $331MM Tax Issue
NCL CORPORATION: S&P Puts 'B+' Corp. Credit Rating on CreditWatch
NEDAK ETHANOL: Faces Collateral Disposition, Assets Foreclosure

NEP/NCP: S&P Assigns 'B' Corp. Credit Rating
NEW PEOPLES: Blaine White Hikes Equity Stake to 20.5%
NEW PEOPLES: Harold Keene Hikes Equity Stake to 18.3%
ORANGE COUNTY HOUSING: S&P Puts 'B+' Bond Rating on CreditWatch
ORLAND PARK: Case Summary & 9 Unsecured Creditors

OXFORD FINANCE: S&P Assigns 'B+' Issuer Credit Rating
PACIFIC JET: Shearman Dodges Malpractice Suit over Bad Investment
PEAK RESORT: Hires BDO Capital as Investment Banker
PENINSULA HOSPITAL: Ch. 11 Trustee Can Hire SAM as Special Counsel
PENNFIELD CORP: Committee Has OK for MorrisAnderson as Advisor

PENNFIELD CORP: Hiring Rettew Assoc. as Environmental Consultant
PENINSULA HOSPITAL: Trustee Can Use Cash Until March 31
PHI GROUP: Signs Agreement to Acquire Indonesian Coal Asset
RAHA LAKES: Can Access San Pedro Cash Collateral Until Feb. 28
RAHA LAKES: Can Employ Kogan Law Firm as Counsel

RAHA LAKES: Employs Daum Commercial as Real Estate Brokers
RCR PLUMBING: Chapter 11 Plan Declared Effective Dec. 14
RENFRO CORP: Moody's Affirms 'B2' CFR; Rates New $200MM Loan 'B2'
RENFRO CORP: S&P Rates $220MM Term Loan 'B'; Affirms 'B' CCR
REVSTONE INDUSTRIES: Creditors Get OK to Investigate Chairman

RITE AID: Files Form 10-Q, Posts $61MM Income in Q3 Fiscal 2013
ROCHA DAIRY: Disclosure Statement Hearing on Jan. 16
SANDRIDGE ENERGY: Shareholder Sues Over 'Proxy Put' on $4.3BB Debt
SANTA CLARITA: Case Summary & 8 Largest Unsecured Creditors
SBMC HEALTHCARE: Loses Plan Filing Exclusivity

SCHOOL SPECIALTY: Has Forbearance with Lenders Until Feb. 1
SEARS HOLDINGS: E. Lampert to Serve as Chief Executive Officer
SEARS HOLDINGS: Expects $280MM-$360MM Net Loss for Feb. 2 Qtr.
SEJWAD HOTELS: Wants Chapter 11 Case Dismissed
SEQUENOM INC: Estimates $89 Million Revenue for 2012

SIERRA NEGRA: Amends Schedules of Assets and Liabilities
SIERRA NEGRA: Has Court's Nod to Hire Fair Anderson as Accountant
SIERRA NEGRA: Has Okay to Hire FamCo Advisory as Witness Expert
SIERRA NEGRA: Court Okays Sklar Williams as Securities Counsel
SIERRA NEGRA: Has OK to Hire Withey Morris as Real Estate Counsel

SIGNET SOLAR: Wants to Hire Diemer Whitman as Counsel
SIONIX CORP: Incurs $5.7 Million Net Loss in Fiscal 2012
SMART-TEK SOLUTIONS: Changes Company Name to Trucept, Inc.
SOLAR POWER: Cathay Bank Credit Facility Lowered to $7 Million
SOUTH FRANKLIN: Plan of Reorganization Declared Effective

SOUTH LAKES: Can Access Wells Fargo Cash Collateral
SOUTHERN AIR: Creditors' Panel Taps Lowenstein Sandler as Counsel
SOUTHERN AIR: Creditors' Panel Taps Pachulski Stang as Co-Counsel
SOUTHERN AIR: Panel Taps Mesirow Financial as Financial Advisors
SOUTHERN MONTANA: Ch. 11 Trustee Has Until Feb. 15 to File Plan

SPECIALTY PRODUCTS: Asbestos Estimation Trial Begins
STEELESOFT INC: Chapter 11 Case Summary & Unsecured Creditor
STEINWAY MUSICAL: Moody's Confirms 'B1' CFR; Outlook Stable
SUNSTATE EQUIPMENT: S&P Raises Corporate Credit Rating to 'B'
T3 MOTION: Stockholders Elect 7 Directors at Annual Meeting

TARGETED MEDICAL: 5 Products Listed on U.S. Veterans Affairs' FSS
TC GLOBAL: Starbucks Protests TV Actor's Winning Offer
TIERONE BANK: SEC Sues KPMG Execs Over Bungled Audits
TIGER MEDIA: Divests Operating Subsidiary to Partner Venture
TRIUS THERAPEUTICS: Receives QIDP Designation From FDA

UNITED BANCSHARES: Files Amended Q3 Form 10-Q in XBRL Format
VENTANA 20/20: Court Approves Spectrum Real Estate as Broker
VERMILLION INC: Receives Non-Compliance Notice from NASDAQ
VHGI HOLDINGS: No Disagreements With MCG Before Exit
VIGGLE INC: Signs Merger Agreement with AdaptiveBlue

VS FOX RIDGE: IRS Gets Time to File Claims; Drops Dismissal Bid
WELLS ENTERPRISES: S&P Assigns 'B+' CCR, Outlook Stable
WILCOX EMBARCADERO: Plan Relies on New Loan From Owens
WINDSTREAM CORP: Upsized Term Loan No Impact on Moody's Ratings
WINTDOTS DEVELOPMENT: Files Amended Plan of Reorganization

WM SIX FORKS: Files Plan Seeks Sale; Lenox Has $39-Mil. Offer
WT HARVEY: Seeks to Auction Assets; Insider Group to Lead Bidding
XZERES INC: Amends Fiscal 2012 Annual Report to Add Disclosures

* Fitch Reports on U.S. Retail Stats Quarterly for Q3 2012
* Moody's Says Healthcare Industry Faces US Budget Risks in 2013
* Moody's Says Global Spec-Grade Corp. Default Rate Down 2.6%

* Roetzel Adds to Fla. White Collar, Creditors' Rights Teams

* BOOK REVIEW: Performance Evaluation of Hedge Funds



                            *********

1701 COMMERCE: Cole Schotz Replaces John P. Lewis as Counsel
------------------------------------------------------------
1701 Commerce LLC has sought and obtained approval from the U.S.
Bankruptcy Court to employ Cole, Schotz, Meisel, Forman & Leonard,
P.A. as substitute bankruptcy counsel.

John P. Lewis, Jr. has withdrawn as the Debtor's Chapter 11
counsel.  The Debtor did not oppose the lawyer's move.

Cole Schotz's Michael D. Warner 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 Special Counsel         $350 - $785 per hour
   Associates                          $195 - $400 per hour
   Paralegals                          $165 - $245 per hour

                     About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce LLC was previously named Presidio Ft. Worth Hotel
LLC, but changed its name to 1701 Commerce LLC, prior to the
bankruptcy filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


30DC INC: Acquires Remaining 50% of MagCast From Netbloo Media
--------------------------------------------------------------
30DC, Inc., has acquired the remaining 50% of the MagCast
platform from Netbloo Media Ltd together with the outright
purchase of the Market ProMax online marketing platform in an all-
stock transaction.

The MagCast joint venture was formed in May of 2012 between 30DC
and Netbloo to develop and market a publishing platform to publish
digital magazines on Apple Corporation's Apple Newsstand.  Market
ProMax is an online marketing platform that allows for the
development and distribution of digital products without
requiring any programming or technical skills.

Under the terms of the agreement 30DC will book 100% of all
MagCast Sales and license fee revenue since Oct. 1, 2012, and will
be responsible for all related costs as of that date.  30DC will
also bring to account all monthly subscription revenue from Market
ProMax since Oct. 1, 2012.

30DC has acquired Netbloo's interest in the MagCast joint venture
and the Market ProMax business, in exchange for 13,487,363 shares
in 30DC.  The acquisition includes all assets required or used to
operate the MagCast Publishing Platform, all new business projects
currently in development.  Intangible property includes Web sites
and domain names, blogs, social media sites, files and source
code, software, trademarks, trade names, brand names, goodwill,
customer lists, e-mail and any other contact lists, operating
manuals, technology plans, applications, contracts, warranties,
leases, rights, and all the assets constituting the Market ProMax
business.

30DC is also delighted to announce that Jonathan Lint an online
entrepreneur and CEO of Netbloo Media, has agreed to join the
company as the Vice President of Strategic Systems reporting to Ed
Dale CEO and that his company Netbloo Media will continue to be
contracted to provide software and Internet application
development services to 30DC for MagCast, Market ProMax and other
new business opportunities.

Commenting on the transaction, Mr. Dale noted, "Acquiring the
remaining MagCast joint venture interest and Market ProMax is a
watershed for the company.  Following our recent product launch
and market acceptance, we are now focused on enhancing and growing
the MagCast platform and overlaying it with a growing range of
goods and services to our publisher community and their consumers
to help maintain our competitive position as the premier digital
publishing platform for the self publishing market."

Mr. Lint elaborated further, "The initial joint venture and
release of the MagCast platform to the Internet marketing
community demonstrated not only the effectiveness of the MagCast
platform but also clearly showed the ability of my team and 30DC
to work together effectively.  I'm delighted to be joining 30DC
with the exciting new business development plans that we have in
the pipeline for MagCast as well as the  opportunity to drive the
growth of the Market ProMax platform."

A copy of the Acquisition Agreement is available at:

                       http://is.gd/pkXCGa

                          About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.

The Company's balance sheet at March 31, 2012, showed $1.82
million in total assets, $2.21 million in total liabilities and a
$394,450 total stockholders' deficiency.

The Company said in its quarterly report for the period ending
March 31, 2012, that if it is unable to raise additional capital
or encounters unforeseen circumstances, it may be required to take
additional measures to conserve liquidity, which could include,
but not necessarily be limited to, issuance of additional shares
of the Company's stock to settle operating liabilities which would
dilute existing shareholders, curtailing its operations,
suspending the pursuit of its business plan and controlling
overhead expenses.  The Company cannot provide any assurance that
new financing will be available to it on commercially acceptable
terms, if at all.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.


360 GLOBAL: Files Q1 2009 Form 10-Q as Required by Plan
-------------------------------------------------------
360 Global Investments filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing
a net loss of $37,500 on $0 of revenue for the three months ended
March 31, 2009, compared with net income of $0 on $0 of revenue
for the same period during the prior year.

The Company's balance sheet at March 3, 2009, showed $0 in total
assets, $37,500 in total liabilities, and a $37,500 total
stockholders' deficit.

A copy of the Form 10-Q is available at http://is.gd/wkBmTf

On Dec. 12, 2008, 360 Global's Disclosure Statement and Plan of
Reorganization was confirmed by United States Bankruptcy Court for
the District of Nevada.

As described in this Global Plan, the Company's business plan is
made up of two activities.  First, undertaking the administrative,
accounting, SEC related, and all other work necessary to prepare
and file updated financial statements and annual and quarterly
reports with the SEC and any other governmental organizations, in
order to re-establish Reorganized Global as a fully reporting
public company and re-list its common stock on a nationally
recognized stock exchange or market quotation system.

In order to accomplish this goal, Reorganized Global's plan is to
complete the following SEC filings, which Reorganized Global will
complete as soon as practical taking into account the general
economic climate:

10Q for the 1st quarter of 2009
10Q for the 2nd quarter of 2009
10Q for the 3rd quarter of 2009
10K annual report and audit for the year ended Dec. 31, 2009
10Q for the 1st quarter of 2010
10Q for the 2nd quarter of 2010
10Q for the 3rd quarter of 2010
10K annual report and audit for the year ended Dec. 31, 2010
10Q for the 1st quarter of 2011
10Q for the 2nd quarter of 2011
10Q for the 3rd quarter of 2011
10K annual report and audit for the year ended Dec. 31, 2011
10Q for the 1st quarter of 2012
10Q for the 2nd quarter of 2012
10Q for the 3rd quarter of 2012
10K annual report and audit for the year ended Dec. 31, 2012

                         About 360 Global

360 Global Investments, formerly 360 Global Wine Company, is a
publicly traded investment holding company that has invested in a
number of diverse business activities and that has targeted a
number of industries for future investment.  360 Global is
domiciled in the state of Nevada and its corporate headquarters
are located in Los Angeles, Calif.

360 Global Wine Company, Inc., filed for Chapter 11 protection
(Bankr. D. Nev. Case No. 07-50205) on March 7, 2007.


72 ALBANY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 72 Albany Avenue Realty LLC
        573 Derby Avenue
        Woodmere, NY 11598

Bankruptcy Case No.: 13-70086

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Howard S. Greenberg, Esq.
                  RAVIN GREENBERG LLC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: (973) 226-1500
                  Fax: (973) 226-6888
                  E-mail: hgreenberg@ravingreenberg.com

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

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

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

The petition was signed by Yaakov Friedman, authorized
agent/managing member.


AAR CORP: SGL Rating Downgrade No Impact on Moody's 'Ba3' CFR
-------------------------------------------------------------
Moody's Investors Service has lowered the Speculative Grade
Liquidity rating of AAR Corp. to SGL-3 from SGL-2, reflecting
adequate, rather than good, liquidity near-term. The company's Ba3
Corporate Family Rating and Stable rating outlook are unaffected
by the revision. The put option that expires January 31, 2013 on
$88 million of 1.75% convertible notes due 2026 and the coming
maturity of $73 million of 1.625% convertible notes due March 2014
drove the SGL downgrade. The SGL-3 anticipates that most or all of
the $88 million par value of convertibles due 2026 will likely be
put to AAR for purchase at par. As described in AAR's SEC filing
of January 3rd, one note holder has agreed to exchange $22.7
million of par value plus $7.3 million of cash for new convertible
notes that will mature in two years and have terms, with
exceptions, similar to the existing notes.

Ratings Changed:

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

Ratings Affirmed:

Corporate Family, Ba3

Probability of Default, Ba3

$175 million senior unsecured notes due 2022, Ba3, to LGD4, 53%
from LGD3, 45%

Outlook, Stable

Ratings Rationale

The SGL-3 denotes an adequate near-term liquidity profile. Excess
cash on hand and free cash flow will probably not together cover
the pending convertible note put and fund next 12-15 month debt
maturities -- about $150 million of cash will be required.
Capacity under the company's $580 million revolving credit
facility, that matures in 2016, should cover any shortfall since
the line had $300 million of borrowings as of November 30, 2012,
leaving borrowing availability of $266 million. However, the
facility's $850 million minimum net worth (as defined) covenant
only has about $100 million to $150 million of headroom. AAR has
$105 million of capitalized development costs from its cargo
system-related work on the Airbus Military Transport Program
(A400M) and contract modifications are being sought that could
diminish that value. Further, AAR possesses $257 million of
goodwill (only about $40 million stems from what was until
recently known as the Government and Defense Services segment).
Although the potential for vulnerability within the liquidity
profile exists, a key assumption of the SGL-3 is that enough
cushion exists under the minimum net worth test to contain the
risk of a covenant breach. Headroom is expected under the
revolving credit facility's other two quarterly financial
covenants (maximum leverage and minimum fixed charge tests).

The Ba3 Corporate Family Rating continues to recognize AAR's scale
as a well-established maintenance repair/overhaul (MRO) provider
and that growth of alternative business lines in recent years has
lessened exposure to cyclicality. Debt/EBITDA declined to below 4x
at November 30, 2012, in line with expectation following the
Nordisk and Telair acquisitions of December 2011. Last twelve
month free cash flow of about $84 million (FCF/debt of 8%, Moody's
adjusted basis) underscores the company's ability to sustain
credit metrics on par with the Ba3 CFR. AAR's legacy MRO business
and commercial business lines should benefit from gradually
growing airline passenger miles, which will provide offset to the
company's defense related businesses where demand will weaken in
coming years. Competition is stiff in the MRO business and
airlines possess good bargaining power over their MRO providers,
which limits AAR's ability to expand margin and raise returns. MRO
presence helps cross-selling efforts and provides avenues to new
markets. Return and growth goals will probably drive acquisitions
of higher margin businesses, but the magnitude and pace of
expansion spending should not threaten the continuation of
financial metrics on par with the Ba3 CFR level.

An adequate, rather than minimally a good, liquidity profile is
less characteristic of the Ba3 CFR. The rating outlook is stable
nonetheless. The outlook anticipates that AAR's liquidity profile
will not further weaken and will strengthen soon after or before
the March 1, 2014 convertible note maturity.

Upward rating momentum would depend on expectation of higher
return levels and steady free cash flow. Debt to EBITDA in the low
3x range, return on assets approaching 5% with free cash flow to
debt in the mid single digit percentage range would drive the
rating up. Downward rating pressure would mount with debt to
EBITDA above 4x and return on assets at or below 2%, or with a
weakening liquidity profile. A Speculative Grade Liquidity Rating
sustained at SGL-3 could pressure down the rating as well.

The principal methodology used in rating AAR was the Global
Aerospace and Defense Industry Methodology published in June 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.

AAR Corp., headquartered in Wood Dale, Illinois, is a diversified
provider of parts and services to the worldwide aviation and
aerospace/defense industry. Revenues over the twelve months ended
November 30, 2012 were $2.2 billion.


AEMETIS INC: Issues 9MM Shares to L. Cagan as Note Repayment
------------------------------------------------------------
Aemetis International, Inc., on Dec. 31, 2012, entered into an
Agreement for Repayment of Note by Share Issuance with Laird Q.
Cagan for himself and as agent for other holders of interests in
Borrowers Revolving Line of Credit Agreement dated Aug. 17, 2009,
amended Oct. 15, 2012.  Pursuant to the Repayment Agreement, the
Company issued to the Holders an aggregate of 9,062,900 shares of
common stock in payment for principal, interest and fees
outstanding under the Credit Agreement.  As of Dec. 31, 2012, the
remaining principal balance under the Credit Agreement was
$421,885 and the remaining accrued and unpaid interest and fees
outstanding under the Credit Agreement was $0.

The issuance of these shares was made in reliance on Rule 506 of
Regulation D, as promulgated by the Securities and Exchange
Commission under the Securities Act.  The Holders have each
represented that they are "accredited investors" as defined in the
Securities Act of 1933 and are acquiring the Shares for investment
only and not with a view towards, or for resale in connection
with, the public sale or distribution thereof.

A copy of the Agreement is available for free at:

                       http://is.gd/hhuTHV

                          About Aemetis

Headquartered in Cupertino, California, Aemetis, formerly AE
Biofuels Inc., is an advanced fuels and renewable chemicals
company.  Aemetis 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.  For additional information about Aemetis,
please visit www.aemetis.com.

Aemetis disclosed a net loss of $18.29 million for the year ended
Dec. 31, 2011, compared with a net loss of $8.56 million during
the prior year.

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.


AERODYNAMICS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aerodynamics Incorporated
        6544 Highland Road
        Waterford, MI 48327

Bankruptcy Case No.: 13-40260

Chapter 11 Petition Date: January 7, 2013

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

Judge: Phillip J. Shefferly

Debtor's Counsel: Jason W. Bank, Esq.
                  KERR, RUSSELL AND WEBER, PLC
                  500 Woodward Avenue, Suite 2500
                  Detroit, MI 48226
                  Tel: (313) 961-0200
                  Fax: (313) 961-0388
                  E-mail: jbank@kerr-russell.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/mieb13-40260.pdf

The petition was signed by Scott Beale, CEO

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
ADI Shuttle Group, LLC                 12-65219   11/16/12


AIRBORNE ACQUISITION: Moody's Assigns 'B2' CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to
Airborne Acquisition, Inc. and its proposed $155 million senior
secured bank credit facilities due 2017. This action follows
Airborne's cancellation of the proposed debt issuance. Ratings
withdrawn include the B2 Corporate Family Rating and Probability
of Default Ratings, the B2 rating assigned to the proposed
$155 million senior secured bank credit facilities and the stable
outlook.

The following ratings were withdrawn:

Airborne Acquisition, Inc.

Corporate Family Rating, B2

Probability of Default Rating, B2

B2 (LGD-4, 50%) to the previously proposed $25 million first
lien revolver due 2017, and

B2 (LGD-4, 50%) to the previously proposed $130 million first
lien term loan due 2017.

Ratings Rationale

The principal methodology used in rating Airborne Acquisition,
Inc. was the Global Aerospace and Defense Methodology published in
June 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.

Airborne Holdings, Inc., headquartered in Pennsauken, New Jersey,
designs and manufactures parachute systems and related products.
The company is a leading provider to the military parachute
markets in the United States, United Kingdom and Canada. The
company also sells its products to other NATO militaries, other
foreign countries and NASA.


AJW OFFSHORE: Cayman Islands Firm's Chapter 15 Case Summary
-----------------------------------------------------------
Chapter 15 Debtor: AJW Offshore, Ltd.
                   PWC Corporate Finance & Recovery
                   5th Floor, Strathvale House
                   P.O. Box 258
                   Grand Cayman KY1-1104

Chapter 15 Case No.: 13-70078

Chapter 15 Petition Date: January 7, 2013

Court: Eastern District of New York (Central Islip)

About the Debtor: Before succumbing to liquidation in the Cayman
                 Islands, the Offshore Funds were engaged in
                 private investments in public equities (PIPE).
                 They traded at the distressed end of the market,
                 predominantly providing funding to businesses
                 that could not obtain financing from traditional
                 sources.

                 By mid-to-late 2007, the PIPE investment strategy
                 began to fail.  Many of the companies that
                 received financing from the Offshore Funds were
                 struggling, on the verge of bankruptcy, or
                 defunct.  Many defaulted on their loan and
                 conversion obligations.

Petitioners' Counsel: William T. Reid, IV, Esq.
                      REID COLLINS & TSAI LLP
                      Two Wall Street, Suite 5200
                      New York, NY 10005
                      Tel: (212) 344-5200
                      Fax: (212) 344-5299
                      E-mail: wreid@rctlegal.com

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

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

Affiliates also subject to Chapter 15 protection:

     Debtor                  Case No.
     ------                  --------
AJW Master Fund, Ltd.       13-70082
AJW Offshore II, Ltd.       13-70085
AJW Master Fund II, Ltd.    13-70087

The Chapter 15 petitions were signed by PwC Corporate Finance &
Recovery (Cayman) Limited's Ian Stoke and David Walker as joint
official liquidators.


ALETHEIA RESEARCH: Taps Avant Advisory as Financial Advisor
-----------------------------------------------------------
Aletheia Research And Management, Inc., seeks authorization from
the U.S. Bankruptcy Court for the Central District of California
to employ Avant Advisory Group, LLC, as financial advisor,
effective as of and retroactive to Nov. 14, 2012.

Avant Advisory will, among other things:

   a. investigate the assets of the estate;

   b. prepare the required Schedules of Assets and Liabilities
      and Statement of Financial Affairs, and report to the
      Court and to the U.S. Trustee;

   c. assist with a potential sale of assets;

   d. investigate and evaluate claims against the estate; and

   e. assist with the prosecution of claims against various
      third parties and any other matters relevant to the case
      and litigation in which the estate may be involved.

Avant Advisory will be paid at these hourly rates:

         Michael M. Ozawa                    $495
         Matthew Sedigh                      $325
         Kathryn Tran                        $250
         Managing Directors               $395 to $495
         Principal Consultants            $295 to $395
         Consultants                      $250 to $325
         Para Professionals/Analysts      $175 to $225
         Administrative Staff              $75 to $100

Michael Ozawa, a partner and managing director in the Los Angeles
office of Avant Advisory, attests to the Court that the firm does
not hold or represent any interest adverse to the Debtor's
estates, and is "disinterested" as that term is defined in 11
U.S.C. Sec. 101(14).

Avant Advisory can be reached at:

         Avant Advisory Group, LLC
         Attn: Michael M. Ozawa, CPA/CFF, CIRA, CFE
         Partner and Managing Director
         601 South Figueroa Street, Suite 4050
         Los Angeles, California 90017
         E-mail: MOzawa@AvantAdvisory.com

                      About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  The board voted in favor of a bankruptcy filing
due to the Company's financial situation and ongoing litigation.
According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.


ALETHEIA RESEARCH: Taps Greenberg Glusker as Bankr. Counsel
-----------------------------------------------------------
Aletheia Research And Management, Inc., asks for authorization
from the U.S. Bankruptcy Court for the Central District of
California to employ Greenberg Glusker Fields Claman & Machtinger
LLP as general bankruptcy counsel, effective as of and retroactive
to Nov. 11, 2012.

Greenberg Glusker will, among other things, assist with its
operations as debtor and debtor-in-possession, including the
filings to be made in conjunction therewith and the gathering and
reporting of information related to the Debtor's assets,
liabilities and financial condition at these hourly rates:

      Brian L. Davidoff, Attorney       $590
      Jeffrey A. Krieger, Attorney      $475
      Benjamin Alexander, Attorney      $440
      Amber M. Burroff, Attorney        $290
      Sofia M. Aguilar, Attorney        $275
      Kaitlin J. Woodson, Paralegal      $70

Brian L. Davidoff, Esq., a partner at Greenberg Glusker, attests
to the Court that the firm does not hold or represent any interest
adverse to the Debtor's estates, and is "disinterested" as that
term is defined in 11 U.S.C. Sec. 101(14).

Greenberg Glusker can be reached at:

      Amber Burroff, Esq.
      Greenberg Glusker Fields Claman & Machtinger LLP
      1900 Avenue of the Stars, 21st Floor
      Los Angeles, California 90067
      Tel: (310) 553-3610
      Fax: (310) 558-0687
      E-mail: aburroff@GreenbergGlusker.com

                      About Aletheia Research

Aletheia Research and Management, Inc., filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-47718) on
Nov. 11, 2012.  Attorneys at Greenberg Glusker represent the
Debtor.  The board voted in favor of a bankruptcy filing due to
the Company's financial situation and ongoing litigation.
According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.


ALLIANCE 2009: To Pay MidFirst $11,541 Per Month
------------------------------------------------
Bankruptcy Judge Marian F. Harrison in November entered interim
orders authorizing Alliance 2009, LLC, to use cash collateral of
MidFirst Bank.  The orders allow the Debtor to use the bank's cash
collateral, in accordance with a budget, to pay daily operating
expenses of the Debtor's business.

The November order provides that the Debtor will pay to MidFirst
commencing on Nov. 1, 2012 and continuing monthly thereafter on
the same day of the month or the first business day after the 1st
of the month a total monthly payment of $11,541.01, with $813.85
of the payment allocated for estimated property insurance and
$1,367.95 of the payment allocated for estimated property taxes.

The Debtor will also provide MidFirst replacement, post-petition
security interests in and lien upon that certain real property
located in: i) a 1.77 acre outlot, Dominion Street, Wytheville,
Virginia, and ii) a 3.6 acre parcel on Coral Drive, Winston-Salem,
North Carolina, to the extent the Debtor's use of cash collateral
results in any decrease in the value of the collateral securing
MidFirst's claim.

                      About Alliance 2009

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

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


AMERICAN AIRLINES: Sees Possible Value for Equity Holders
---------------------------------------------------------
Counsel for AMR Corporation and certain of the Company's direct
and indirect domestic subsidiaries, including American Airlines,
Inc., and AMR Eagle Holding Corporation, delivered a letter to
Brian S. Masumoto, Trial Attorney for the U.S. Department of
Justice, Office of the United States Trustee, Southern District of
New York., on Jan. 3, 2013.

In the letter, Harvey R. Miller said the Debtors have made
remarkable progress in stabilizing their businesses and improving
their prospects.

The Debtors, the unsecured creditors committee and others are
currently in the process of exploring strategic alternatives to
effectuate the reorganization of the Debtors, as contemplated by
the provisions of chapter 11 of the Bankruptcy Code.

"[I]t appears that the value of the Debtors has significantly
appreciated," Mr. Miller wrote.  "Depending upon the ultimate
strategic alternative adopted and pursued, there exists a
reasonable possibility that there may be value for AMR equity
holders consistent with the absolute priority rule," he added.

A copy of the Form 8-K filing with the SEC is available at:

                       http://is.gd/fp4xrQ

                         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.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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.

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


AMERICAN AIRLINES: Bondholders to Weigh US Airways Merger
---------------------------------------------------------
Mike Spector at Daily Bankruptcy Review reports that American
Airlines bondholders this week signed confidentiality agreements
so they can examine nonpublic information and weigh whether the
airline should merge with rival US Airways Group Inc. or emerge
from bankruptcy proceedings an independent company, said people
close to the discussions.

                      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.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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.

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


AMERICAN INT'L GROUP: Won't Join Shareholders Suit vs. U.S.
-----------------------------------------------------------
The board of the American International Group has declined to join
a lawsuit against the federal government over its $182 billion
taxpayer-financed bailout, the American Bankruptcy Institute
reported.

Leslie Scism and Joann S. Lublin, writing for The Wall Street
Journal, said AIG has decided to pass on the shareholder lawsuit
that accuses the U.S. government of unfairly burdening the company
during its financial-crisis rescue, in a move that could snuff out
a brewing controversy for the insurer.  The report related that
the insurer's directors unanimously rejected any participation in
the suit, partly to avoid reputational harm that they feared could
result from signing on, according to a person familiar with the
company.

WSJ related that the shareholder suit is being pursued by AIG's
former leader, 87-year-old Maurice R. "Hank" Greenberg, through a
company he now leads that once was a large AIG shareholder, Starr
International Co.  The suit contends the U.S. government extracted
too-onerous terms in its rescue package for AIG, and seeks about
$25 billion from the government.  A federal claims court in
Washington ruled in July that the case could proceed, after the
U.S. government sought to dismiss it.

As previously reported, lawmakers have called on AIG not to join
the shareholder suit.  Specifically, New York Department of
Financial Services Superintendent Benjamin Lawsky recommended the
company not join the suit because he believed it would cause
reputational harm to AIG that could affect the business and
preclude it from getting federal aid again, according to a person
familiar with the matter.

The WSJ related that directors decided not only that AIG wouldn't
join the suit, thus giving up rights to any potential recovery,
but that it would act to prevent Starr from recovering damages for
any shareholder other than itself.

David Boies, an attorney for Starr, said in an email to WSJ that
his team believes the AIG board's move "is contrary to the
shareholders' interests."  He said Starr would seek to pursue the
claims AIG opted not to back.  Whether the AIG board "will be
successful in blocking Starr's efforts to recover damages for
their shareholders will ultimately be decided" in court, he said.

                            About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


ARCELORMITTAL: JV, Stock Issuance No Impact on Moody's Ba1 Rating
-----------------------------------------------------------------
Moody's Investors Service has said that it views two recently
announced cash-raising actions by ArcelorMittal as credit
positive, given that the actions will help the company reduce debt
in support of its Ba1 rating (negative outlook). However, these
actions do not have an immediate impact on ArcelorMittal's rating
because Moody's had already taken them into account when it
downgraded the company's rating to Ba1 on November 6, 2012. Over
the next six months, Moody's expects the company to conclude
additional asset sales and execute other credit-enhancing measures
that will facilitate debt reduction in support of the Ba1 rating.

On January 9, 2013, ArcelorMittal announced the launch of an
offering of common stock and mandatorily convertible subordinated
notes (MCNs) for an expected amount of approximately US$3.5
billion in proceeds (together, "the Combined Offering"), with the
Mittal family participating in the Combined Offering for an
aggregate amount of US$600 million. The proposed MCNs are a hybrid
instrument that receives 100% equity treatment from Moody's.

On January 2, 2013, ArcelorMittal announced that it had entered
into an agreement to set up a joint venture (JV) partnership for
its iron ore mining and infrastructure assets in the Labrador
Trough of eastern Canada. Under the JV partnership, ArcelorMittal
will sell a 15% interest in ArcelorMittal Mines Canada for a total
consideration of US$1.1 billion in cash to a consortium led by
POSCO (Baa1 negative) and China Steel Corporation (CSC, not
rated). Sale proceeds are moderately less than Moody's had
anticipated.

Application of the US$4.6 billion in potential proceeds from the
aforementioned cash-raising actions to debt reduction would lower
ArcelorMittal's as-reported debt as of September 30, 2012 to US$22
billion and its Moody's-adjusted debt to US$29.5 billion. As a
result, the company's debt/EBITDA metrics would decrease by 0.6x,
to 3.1x and 4.1x on a last-12-months basis, respectively. This
would also go a long way to relieving Moody's concerns about
ArcelorMittal's ability to comply with a 3.5x net debt/EBITDA
financial covenant under the prevailing soft steel market.
However, Moody's believes the company needs to reduce debt further
in order to support the Ba1 rating and will maintain its negative
rating outlook until that happens and the global economy and steel
market conditions begin to improve.

Regarding the Labrador Trough iron ore assets, ArcelorMittal Mines
Canada and its affiliates will retain an 85% interest in the mines
and infrastructure assets. As part of the transaction, POSCO and
CSC will enter into long-term iron ore off-take agreements
proportionate to their JV interests. This move is part of
ArcelorMittal's strategy to build strategic relationships with key
customers. In addition to POSCO and CSC, the consortium includes
certain financial investors.

The JV transaction is subject to various closing conditions,
including regulatory clearance by the Taiwanese government, and is
expected to close in two installments in the first and second
quarters of 2013.

The company's Mont-Wright iron ore mine and concentrator currently
have annual capacity of 16 million tonnes and this will rise to 24
million tonnes by the end of 2013. Mont-Wright and the nearby Fire
Lake mine have proven and probable reserves of approximately 2
billion tonnes and measured and indicated reserves of 4.9 billion
tonnes, which could support increased production over time.

ArcelorMittal is the world's largest steel company. It operates
more than 60 integrated and minimill steel-making facilities in
over 20 countries. For the 12 months ended September 30, 2012,
ArcelorMittal shipped 84 million tonnes of steel and had sales of
US$87 billion.


ATP OIL: Emergency Sale Procedures' Approval Sought
---------------------------------------------------
ATP Oil & Gas filed with the U.S. Bankruptcy Court an emergency
motion for an order approving the bid and auction procedures for
the sale of substantially all of the Debtors' shelf property
assets free and clear of all liens, claims and encumbrances,
BankruptcyData reported.

The Debtors not yet identified a stalking horse bidder for the
assets; however, the Court scheduled a January 24, 2013 hearing to
consider the motion, the report related.

                           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.  Porter Hedges LLP serves as local
co-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.  Blackhill Partners, LLC, provided
James R. Latimer, III as chief restructuring officer to the
Debtor.  Filings with the Bankruptcy Court and claims information
are available at http://www.kccllc.net/atpog

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.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 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.  Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


BAKERS FOOTWEAR: In Talks With Creditors on Sale or Liquidation
---------------------------------------------------------------
Bakers Footwear Group, Inc., disclosed in a regulatory filing with
the Securities and Exchange Commission that it is in discussions
with the unsecured creditor committee and Salus Capital Partners,
LLC, on the proposed liquidation or sale of the Company.

The Company no longer expects to be able to obtain any alternative
financing and will be forced to liquidate.  Although the Company
filed a Plan of Reorganization with the Court on Dec. 4, 2012, the
Plan was withdrawn on Jan. 2, 2013.  The Company has been unable
to successfully restructure its business and now intends to
liquidate or sell all of its remaining assets.

As previously disclosed, there will be no recovery for common
stockholders of the Company.

Although the Company will attempt to wind down its business in an
orderly fashion over the next couple of months, the Company may be
forced into Chapter 7 or an even earlier liquidation.

The Company previously conducted and completed on Dec. 31, 2012,
through SB Capital Group, LLC, and Tiger Capital Group, LLC, as
contracted liquidators, a liquidation of inventory at
approximately 150 of its stores.  The Company received a payment
of $8.7 million from the liquidators in connection with its
inventory liquidation at those stores.  The Company has vacated
the premises at those stores and has made corresponding changes to
its work force.

The Company previously entered into a revised agreement with Aldo
U.S. Inc., which became fully effective on Dec. 10, 2012, pursuant
to which the Company assigned, and Aldo assumed, as of Jan. 1,
2013, 46 of the Company's store leases, as well as certain
furniture, fixtures and equipment in such stores, for $2.25
million.  The leases sold to Aldo U.S. Inc. are included in the
discussion of the 150 stores.  In connection with the agreement,
the Company paid $1.1 million in lease cure costs.  The Company
also recently sold one lease to another third party.

The Company continues to operate 56 stores.  All of its other
stores have ceased operating as of Dec. 31, 2012, as the Company
has either rejected in bankruptcy or otherwise terminated the
leases with respect to those stores.  The Company has requested
Court approval to liquidate the inventory, furniture, fixtures and
equipment located at the remaining stores.

Restructuring and liquidation costs and charges will be
significant and the Company does not expect to be able to produce
further GAAP financial statements.

The Company's monthly operating reports filed with the Bankruptcy
Court can be viewed at:

      http://www.donlinrecano.com/Dockets/bakers/12-49658

As previously reported, Salus Capital Partners, LLC, replaced
Crystal Financial LLC as lender under the Company's debtor-in-
possession credit agreement.  As of Dec. 29, 2012, the Company had
an outstanding balance on its credit facility, including the term
loan, of $2 million.

The Company has not been able to comply with the financial
covenants in its debtor-in-possession credit facility with Salus.
Although Salus has not technically taken any action to accelerate
the debt or terminate the agreement, Salus has notified the
Company that it is in default, applied the default interest rate
and has refused to fund any further inventory purchases.  The
Company is in discussions with Salus regarding a potential
forbearance agreement.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BAKERS FOOTWEAR: Judge Clears Firm to Liquidate Remaining Stores
----------------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that Bakers
Footwear Group Inc. won permission to liquidate its 56 remaining
shoe stores, a ruling that essentially signifies the death of an
88-year-old chain that saw several attempts to stay alive --
including a last-ditch sale deal -- fall apart.

                     About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BAKERS FOOTWEAR: Delays Form 10-Q for Oct. 27 Quarter
-----------------------------------------------------
Bakers Footwear Group, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the fiscal quarter ended
Oct. 27, 2012.

Bakers Footwear continues to operate the remaining portion of its
business as debtor-in-possession under the jurisdiction of the
Court and in accordance with the Bankruptcy Code and orders from
the Court.

The Company has liquidated the inventory at 150 of its stores and
has sold or rejected the leases with respect to those stores.  The
Company had been attempting to restructure on a smaller base of
stores.  Additionally, there have been substantial changes in the
Company's senior management that have occurred since its last
quarterly report on Form 10-Q, including a significant reduction
in staffing.

In light of multiple demands, the Company's senior management was
unable to complete a financial analysis of the attempted
restructuring and liquidation activities and the Company has been
unable to complete all of the steps necessary to file the Form
10-Q on a timely basis without unreasonable effort and expense.

Results and sales for the third quarter of 2012 were down
materially from the third quarter of 2011.  Comparable store sales
in the third quarter of 2012 decreased 18.5%, compared to an
increase of 1.0% in the third quarter of last year.  The Company
is unable to give any GAAP accounting information regarding
measures of profit or loss or balance sheet data.  Restructuring
and liquidation costs and charges will be significant and the
Company does not expect to be able to produce further GAAP
financial statements.

The Company's monthly operating reports filed with the Bankruptcy
Court can be viewed at:

      http://www.donlinrecano.com/Dockets/bakers/12-49658

As disclosed in Current Reports filed on Oct. 12, 2012, and
Nov. 21, 2012, Salus Capital Partners, LLC, replaced Crystal
Financial LLC as lender under the Company's debtor-in-possession
credit agreement.  As of Dec. 29, 2012, the Company had an
outstanding balance on its credit facility, including the term
loan, of $2.0 million.  In connection therewith, on Nov. 15, 2012,
the Company repaid to Crystal approximately $6.275 million and
paid to Crystal approximately $350,000 in other required fees and
expenses.

The Company has not been able to comply with the financial
covenants in its debtor-in-possession credit facility with Salus.
Although Salus has not technically taken any action to accelerate
the debt or terminate the agreement, Salus has notified the
Company that it is in default, applied the default interest rate
and has refused to fund any further inventory purchases.  The
Company is in discussion with Salus regarding a potential
forbearance agreement.

The Company no longer expects to be able to obtain any alternative
financing and will be forced to liquidate.  Although the Company
filed a Plan of Reorganization with the Court on Dec. 4, 2012, the
Plan was withdrawn on Jan. 2, 2013.  The Company has been unable
to successfully restructure its business and now intends to
liquidate or sell all of its remaining assets.

As a result and as previously disclosed, there will be no recovery
for common stockholders of the Company.

The Company conducted and completed on Dec. 31, 2012, through
contracted liquidators, a liquidation of inventory at
approximately 150 of its stores.  The Company received a payment
of $8.7 million in connection with its inventory liquidation at
those stores.  The Company is in negotiations with the liquidators
as to the amount of additional payments in respect of the
liquidation but anticipates that the amount ultimately received
will be substantially less than the amount originally
contemplated.  The Company has vacated the premises at those
stores and has made corresponding changes to its work force.

The Company previously entered into a revised agreement with Aldo
U.S. Inc., which became fully effective on Dec. 10, 2012, pursuant
to which the Company assigned, and Aldo assumed, 46 of the
Company's store leases, as well as certain furniture, fixtures and
equipment in such stores, for $2.25 million.  The leases sold to
Aldo U.S. Inc. are included in the discussion of the 150 stores
above.  In connection with the agreement, the Company paid $1.1
million in lease cure costs.

In addition to the lease sales to Aldo U.S. Inc., the Company has
sold one lease to a third party.  The Company continues to operate
56 stores.  All of its other stores have ceased operating as the
Company has either rejected in bankruptcy or otherwise terminated
the leases with respect to those stores.   The Company has
requested Court approval to liquidate the inventory, furniture,
fixtures and equipment located at the remaining stores.  However,
the Company continues to discuss with third parties the
possibility of selling certain assets.

Although the Company will attempt to wind down its business in an
orderly fashion over the next couple of months, the Company may be
forced into Chapter 7 or an even earlier liquidation.

                      About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BEAZER HOMES: Netbloo Media Discloses 15.5% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Netbloo Media, Ltd., and Jonathan Lint, a beneficiary
of Netbloo Media, as the manager and 100% owner, disclosed that,
as of Dec. 31, 2012, they beneficially own 13,487,363 shares of
common stock of 30DC, Inc., representing 15.51% of the shares
outstanding.

30DC issued 13,487,363 shares of its restricted common stock to
Netbloo Media in exchange for certain assets held by Netbloo
representing 50% of the MagCast Publishing Platform joint venture
and Market ProMax.

A copy of the filing is available at http://is.gd/2WQ5sQ

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.

The Company's balance sheet at March 31, 2012, showed $1.82
million in total assets, $2.21 million in total liabilities and a
$394,450 total stockholders' deficiency.

The Company said in its quarterly report for the period ending
March 31, 2012, that if it is unable to raise additional capital
or encounters unforeseen circumstances, it may be required to take
additional measures to conserve liquidity, which could include,
but not necessarily be limited to, issuance of additional shares
of the Company's stock to settle operating liabilities which would
dilute existing shareholders, curtailing its operations,
suspending the pursuit of its business plan and controlling
overhead expenses.  The Company cannot provide any assurance that
new financing will be available to it on commercially acceptable
terms, if at all.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.


BELLWEST HOLDINGS: Receiver Retains Control, Can Use of Cash
------------------------------------------------------------
Judge Eileen W. Hollowell has approved a stipulation among
BellWest Holdings LLC, the U.S. Trustee, the Debtor's secured
creditor, MLCFC 2007-9 Surprise Retail LLC, and Wilson Property
Services, Inc., acting through Michael Wilson, of Wilson Property
Services, Inc., as receiver, excusing the state court receiver
from the turnover requirements of Sections 543(a) and 543(b)(1) of
the Bankruptcy Code, and authorizing the receiver to use cash
claimed by the Lender as its cash collateral.

The Debtor owns a retail center located 15455-15459 W. Bell Road,
Surprise, Arizona.  On June 1, 2012, the Maricopa County Superior
Court entered its order appointing Receiver over the Property.

Under the stipulation, the Receiver is authorized to use the
Revenues from the property.  The Receiver authorized to open and
to deposit all Revenues into a DIP account(s) on behalf of the
estate, affording Debtor online viewing access to such account(s).
Lender's security interests in all Revenues will be preserved.

The Revenues may be used by the Receiver only to pay ordinary and
necessary postpetition expenses in accordance with the Initial
Budget and any subsequent Budget.

The Lender is granted Replacement Liens in the Debtor's
postpetition assets of the type and to the same extent provided in
Lender's loan and security documents.

Bellwest Holdings LLC, owner of a property in Surprise, Arizona,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20126) on
Sept. 10, 2012, in Tucson.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101 (51B), estimated assets and debts of $10
million to $50 million in the petition.

Bankruptcy Judge Eileen W. Hollowell presides over the case.  Eric
Slocum Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Ariz.,
serves as counsel.


BELLWEST HOLDINGS: Chapter 11 Case Transferred to Phoenix
---------------------------------------------------------
Judge Eileen W. Hollowell has approved the motion of lender MLCFC
2007-9 Surprise Retail LLC to change the hearing site of the
entire case of Bellwest Holdings LLC from Tucson to Phoenix.

Due to the extensive connections to the metropolitan Phoenix area,
for the convenience of all parties-in-interest, the Lender said
all judicial proceedings should be conducted in Phoenix.

The Debtor's counsel had previously advised that he did not expect
the Debtor to oppose transferring the case to the Court's Phoenix
calendar, but only after the conclusion of the Meeting of
Creditors.

Bellwest Holdings LLC, owner of a property in Surprise, Arizona,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20126) on
Sept. 10, 2012, in Tucson.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101 (51B), estimated assets and debts of $10
million to $50 million in the petition.

Bankruptcy Judge Eileen W. Hollowell presides over the case.  Eric
Slocum Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Ariz.,
serves as counsel.


BIOLIFE SOLUTIONS: Posts 2012 Preliminary Revenue at $5.7-Mil.
--------------------------------------------------------------
BioLife Solutions, Inc., announced preliminary record revenue for
the full year 2012 at $5.7 million, up 105% from 2011.
Preliminary revenue for the fourth quarter was $2.0 million.
Also, for the first time in the history of the company, management
expects to report positive cash flow from operations in the fourth
quarter of 2012.

BioLife markets its products to the following strategic market
segments and end-users:

   1. Biobanking - umbilical cord blood and tissue banks, adult
      stem cell banks, and hair restoration centers, all of which
      use the Company's products for short and long term storage
      of biologic source material and specimens.

   2. Drug Discovery - pharmaceutical companies, cell suppliers,
      and toxicology testing labs where living cells are preserved
      for use in new drug and toxicity screening.

   3. Regenerative Medicine - hospital stem cell transplant
      centers and commercial companies engaged in the development
      and commercialization of novel cell and tissue based
      products and therapies targeting the leading causes of death
      and disability, all of which use BioLife products to extend
      the shelf-life/stability and improve the post-preservation
      viability and functional recovery of cells and tissues in
      human clinical applications.

Mike Rice, BioLife Solutions chief executive officer, said, "2012
was a breakout year for BioLife.  We doubled revenue, with
significant growth in our key market segments, executed very well
in satisfying production demand from a large contract
manufacturing customer, and expanded our facilities to position
the Company for sustained growth.  Most importantly, for the first
time in the history of the Company, we reached positive cash flow
from operations in the fourth quarter of 2012."

Since 2007, under current management, revenue has grown at a
compounded annual rate of 34%.  The Company estimates that its
products are used by more than 500 customers throughout the world,
who order directly and through BioLife's growing distributor sales
channel.

Rice continued, "Despite the continued worldwide economic
uncertainty, we have a very positive outlook for the Company's
performance in 2013.  Product sales to our regenerative medicine
customers increased in the fourth quarter of 2012 and we expect
continued growth in this segment.  We are also actively pursuing
additional strategic contract manufacturing opportunities to
leverage our capacity and expertise in aseptic formulation, fill,
and finish of liquid media products."

The Company expects report its full results and file its 10-K
annual report for 2012, and provide updated guidance for 2013 on
or before April 1, 2013.

BioLife Solutions' CEO Mike Rice will be attending the OneMedForum
SF2013 emerging life sciences companies conference, Jan. 7 - 9,
2013, in San Francisco.  He will present at 2:20PM on January 8th.
A link to the live webcast of the presentation will be made
available to the public prior to the conference.

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company reported a net loss of $1.95 million in 2011, compared
with a net loss of $1.98 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.41 million in total assets, $15.45 million in total liabilities
and a $12.03 million total shareholders' deficiency.

Following the 2011 results, Peterson Sullivan LLP, in Seattle,
Washington, expressed substantial doubt about BioLife Solutions'
ability to continue as a going concern.  The independent auditors
noted that the Company has been unable to generate sufficient
income from operations in order to meet its operating needs and
has an accumulated deficit of $54 million at Dec. 31, 2011.


BMF INC: Firstbank Withdraws Objection to Confirmation of Plan
--------------------------------------------------------------
Following is a narration of the events that have transpired in the
Chapter 11 case of BMF, Inc., since the hearing on Sept. 26, 2012,
to consider the approval of the Disclosure Statement describing
the Debtor's Plan of Reorganization filed May 29, 2012.

On Oct. 1, 2012, the Court approved the Debtor's Disclosure
Statement describing the Debtor's Plan.

On Nov. 1, 2012, FirstBank Puerto Rico filed its opposition to
confirmation of the Plan, and also filed a request to have the
Chapter 11 case dismissed.

On Nov. 14, 2012, the Debtor filed an Amended Plan of
Reorganization dated Nov. 14, 2012.

Pursuant to the Amended Plan, Banco Popular de Puerto Rico
("BPPR"), owed $4,891,278, will receive deferred cash payments
with interest over a period of 60 months based on an amortization
term of 30 years, with a final balloon payment for the full
outstanding amount then due at the end of the 60 month term.

First Bank of Puerto Rico will receive deferred cash payments with
interest over a period of 60 months based on an amortization term
of 25 years, with a final balloon payment for the full outstanding
amount then due at the end of the 60 month term.

General unsecured creditors who have filed proofs of claims over
$5,000 will be paid 20% of the allowed claims on a monthly basis
over a period of 7 years from the Effective Date.  General
unsecured creditors who have filed proofs of claims $5,000 or less
will be paid 20% of the allowed claims within a period of 30 days
from the Effective Date.

Equity security and interest holders of the Debtor will not
receive any dividend or other payment under the Plan and are
ineligible to vote.  All current equity holders of the Debtor will
retain their equity interest under the Plan.

A copy of the Amended Plan is available at:

             http://bankrupt.com/misc/bmf.doc138.pdf

Subsequent to the filing of the Amended Plan, Firstbank withdrew
its objection to the Amended Plan and its request for dismissal.
In a Joint Motion submitted to the Court dated Dec. 4, 2012, the
Parties stipulated that Firstbank's treatment under the Amended
Plan will be amended such that Firstbank will now receive deferred
monthly cash payments based on an amortization schedule of 20
years (instead of the previous 25 years under the Amended Plan)
over a period of 60 months, with a balloon payment at the end of
the 60 month term.  Monthly payments will now be in the amount of
$13,242.

In addition, the parties have further agreed that one of the
Debtor's shareholder, Mr. Bert A. Foti, will provide the bank with
additional personal real estate collateral in order to secure
compliance of the Debtor to Firstbank.

The stipulation does not alter the treatment in Debtor's Amended
Plan to any other creditor.

                           About BMF Inc.

BMF Inc. operates a water distillation operation to produce
bottled drinking water.  BMF markets the water it distills --
under the brand Pure H20 -- at various retail chains and
restaurants throughout Puerto Rico and the Caribbean region.  BMF
Inc. filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No.
12-00658) on Jan. 31, 2012.  BMF disclosed $12.3 million in assets
and $8.9 million in liabilities.


BOMBARDIER INC: Fitch Rates $1-Bil. Senior Unsecured Notes at 'BB'
------------------------------------------------------------------
Fitch Ratings assigns a rating of 'BB' to Bombardier Inc.'s (BBD)
proposed issuance of approximately $1 billion of senior unsecured
notes which are being offered under Rule 144A. The fixed-rate
notes will include a mix of maturities of up to 10 years. Proceeds
will be used for general corporate purposes and will support BBD's
liquidity during a period of high development spending on new
aircraft programs including the CSeries. The Rating Outlook is
Stable.

BBD's ratings incorporate the company's operating performance and
negative free cash flow (FCF) that have been weaker than
anticipated due to a slow recovery in Bombardier Aerospace's (BA)
regional aircraft and light business jet markets and execution
challenges at Bombardier Transportation (BT). The biggest driver
of negative FCF is high capital spending for development programs
at BA, which will continue through 2013 before starting to
decline. Fitch anticipates consolidated FCF could potentially be
negative into 2013 as capital spending at BA more than offsets FCF
at BT. FCF at BT could return to a positive level on an annual
basis in 2013.

Fitch estimates pro forma debt/EBITDA, including the new debt,
would be approximately 5.3 times (x) at Sept. 30, 2012 compared to
4.5x as reported and 3.3x at the end of 2011. The increase in
leverage also reflects $500 million of new debt issued in the
first quarter and weaker earnings during 2012. Credit metrics may
not improve significantly until the regional aircraft and business
jet markets recover and BA gets beyond its peak program
expenditures.

Large capital expenditures are centered on the CSeries, but Fitch
does not consider the negative impact on FCF at this point in the
development cycle to be unusual. In the fourth quarter of 2012,
BBD announced a six-month delay to the scheduled first flight of
the CS100 which now is scheduled to occur by the end of June 2013,
with entry into service one year later. Entry into service by the
end of 2014 for the CS300 is unaffected. The change does not
increase project costs, but BBD may incur some penalties, and the
delay slightly extends the negative cash cycle.

At BA, negative FCF includes the impact of a low level of customer
advances. Although BA's backlog is at a solid level, many of the
orders are for CSeries aircraft or fleet business jets which will
be delivered over several years. Capital expenditures at BA
totaled $1.3 billion in calendar 2011 and could be near $2 billion
in 2012 and 2013. BA cut regional jet (RJ) production in early
2012 due to low industry demand.

Demand for regional aircraft reflects a lack of confidence at
major airlines about supporting regional air service, concerns
about turmoil in Europe, high fuel prices, and airline industry
capacity. However, orders increased during 2012 for commercial
aircraft as well as business jets. In 2012, BA delivered 50
commercial aircraft, down from 78 aircraft in fiscal 2011 which
included 11 months. Net orders improved to 138 aircraft in 2012
from 54 in the previous year. Demand for large business jets,
where BA has its largest presence, is stronger than the light jet
market but remains well below peak levels. In 2012, business jet
deliveries were up slightly at 179 units compared to 163 units in
the 11-month period of fiscal 2011. BA received net orders for 343
business jets in 2012 compared to 191 jets in fiscal 2011.

At BT, increasing complexity on many projects has contributed to
delays in project completion, slower collections, higher
inventory, lower margins and negative FCF. Cash flow has begun to
improve and should be positive in the fourth quarter of 2012.
These challenges are being gradually addressed but remain a risk.
BT announced it would recognize a restructuring charge of up to
$150 million in the fourth quarter of 2012 directed toward cutting
costs through layoffs and a plant closure. A large portion of the
charge represents cash costs that are expected to occur over 12-18
months. Government spending on rail transportation is under some
pressure, but BT's order and backlog remain at solid levels.

BT operates in more stable markets than BA. While not currently
anticipated, BT's profile could weaken if funding becomes more
difficult for government customers, or if rail equipment providers
such as BT are required to participate in risk-sharing agreements.

Rating concerns include the slow recovery in demand for regional
aircraft, execution risks at BT, contingent liabilities related to
aircraft sales and financing, foreign currency risk, and large
pension liabilities. BA's contingent liabilities have been
generally stable or slightly lower, except trade-in commitments
for used aircraft. These commitments have increased due to the
growth in orders for larger business jets. Pension contributions
represent a material use of cash. BBD contributed $373 million to
its plans in 2011, not including defined contribution plans, and
expected to contribute $394 million in 2012. Net pension
obligations totaled $2.8 billion at the end of 2011, including
$569 million of unfunded plans.

Rating concerns are mitigated by BBD's diversification and strong
market positions in the aerospace and transportation businesses
and BA's portfolio of commercial aircraft and large business jets,
which the company has continued to refresh and should position it
to remain competitive when the market recovers.

BA's largest and most important development program is the
Cseries, which targets the 100-149 seat segment. BA's ability to
recoup its investment and establish a competitive position in the
segment will require effective execution, performance of new
technologies, and sufficient orders. There are currently 148 firm
orders for the CSeries; this is well below BBD's target of 300
orders and 30 customers by the time the CSeries enters service.
The level of new orders during the next 12-18 months will be
important for the success of the aircraft and BBD's ability to
develop a viable market for the aircraft. Other development
programs include the Learjet 85 and Global 7000 and 8000 aircraft
scheduled for entry into service in 2013 and 2016-2017,
respectively.

BBD's liquidity at Sept. 30, 2012 included approximately $2.1
billion of cash and availability under a three-year $750 million
bank revolver that matures in 2015. In addition, BT has a EUR500
million revolver that also matures in 2015. Both facilities have
been unused. BA and BT also have LC facilities. In addition to the
two committed facilities, BBD uses other facilities including a
performance security guarantee (PSG) facility that is renewed
annually as well as bilateral agreements and bilateral facilities
with insurance companies. BA uses committed sale and leaseback
facilities ($215 million outstanding at Sept. 30, 2012) to help
finance its trade-in inventory of used business aircraft. In
addition, BT uses off-balance-sheet, non-recourse factoring
facilities in Europe under which $1,049 million was outstanding.

The bank facilities contain various leverage and liquidity
requirements for both BA and BT which remained in compliance at
Sept. 30, 2012. Minimum required liquidity at the end of each
quarter is $500 million at BA and EUR600 million at BT. BBD does
not disclose required levels for other covenants. In November
2012, BBD amended the $1,350 million facility, including the $750
million revolver and a $600 million LC facility, to provide
greater near-term flexibility under the leverage covenant. The
amendment mitigates potential concerns about covenant compliance
if BBD's results or liquidity weaken further.

Liquidity is offset by current debt maturities that totaled $46
million at Sept. 30, 2012. Annual maturities are limited to less
than $200 million until November 2016 when EUR785 million of 7.25%
notes come due. In addition to debt maturities, BBD had $520
million of other current financial liabilities including
refundable government advances, sale and leaseback obligations,
lease subsidies and other items.

What Could Trigger A Rating Action

Positive: A positive rating action is unlikely until FCF
stabilizes, but future developments that may, individually or
collectively, lead to higher ratings include:

-- Orders and deliveries improve at BA;
-- The CSeries program is executed successfully;
-- BT resolves its operating challenges as expected;
-- FCF improves materially as development spending for aerospace
    programs begins to wind down.

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

-- The CSeries encounters material delays or increased costs;
-- Commercial and business jet markets experience an extended
    period of weak demand;
-- FCF fails to improve at BT.

Fitch currently rates BBD as follows:

Bombardier, Inc.
-- IDR 'BB';
-- Senior unsecured revolving credit facility 'BB';
-- Senior unsecured debt 'BB';
-- Preferred stock 'B+'.

The ratings affect approximately $5.6 billion of debt at Sept. 30,
2012 including sale and leaseback obligations. The amount is
before adjustments for $347 million of preferred stock, which
Fitch gives 50% equity interest, and the exclusion of adjustments
for interest swaps reported in long-term debt as the adjustments
are expected to be reversed over time.


BOMBARDIER INC: Moody's Rates $1-Bil Sr. Unsecured Notes 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Bombardier
Inc.'s $1 billion proposed senior unsecured notes issue.
Bombardier's existing Ba2 Corporate Family rating, Ba2 Probability
of Default rating, Ba2 senior unsecured ratings and negative
outlook remain unchanged as Moody's has already incorporated the
potential notes issue in Bombardier's long term ratings and
outlook. Proceeds from the notes issue will boost Bombardier's
pro-forma cash balances to an estimated $4 billion at December 31,
2012. Moody's expects the liquidity boost will support raising
Bombardier's speculative grade liquidity rating to SGL-2 from SGL-
3 once the notes issue closes.

Ratings Rationale

Bombardier's Ba2 rating is driven by its significant scale and
diversity, strong global market positions, natural barriers to
entry and sizeable backlog levels in both its Aerospace and
Transportation business segments. Moody's expects Bombardier will
realize modest earnings growth and about $750 million in
consolidated free cash flow consumption in 2013 due to lingering
economic weakness affecting its Aerospace division, spending
associated with the company's sizeable aerospace programs, ongoing
margin pressure from recent problem contracts in its
Transportation segment and a continuing weak level of cash
advances from customers. Consequently, the company's adjusted
leverage is likely to remain very high (currently 6.9x pro-forma
the debt issue) over the 12 to 18 month ratings horizon. Execution
risks related to the development of its new CSeries commercial
aircraft are also incorporated in the rating and these risks have
increased with the six month delay in the aircraft's first flight
to June 2013.

The outlook is negative because Bombardier has consumed more cash
than Moody's expected in the past couple of years. A continuation
of this trend would lead to a downgrade given that Bombardier's
leverage is very high for the rating.

Bombardier's rating could be downgraded if the CSeries is further
delayed or if Bombardier's leverage is not expected to reduce
below 6x through the ensuing 12-18 months with ongoing expected
improvement beyond that timeframe. A deterioration in the
company's liquidity could also cause a downward rating action.

An upgrade would require evidence of a sustained cyclical upturn
in Aerospace, resolution of recent operational challenges in
Transportation, the successful entry into service of the CSeries,
with a growing order book and leverage sustained below 3.5x. As
well, the company would need to sustain its liquidity rating above
SGL-3.

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

Headquartered in Montreal, Quebec, Canada, Bombardier is a
globally diversified manufacturer of business and commercial jets
as well as rail transportation equipment. Annual revenues total
roughly $17 billion.


BOUNDARY BAY: Files Third Amendments to Plan Disclosures
--------------------------------------------------------
Boundary Bay Capital, LLC, has filed a Third Amended Disclosure
Statement describing its Third Amended Chapter 11 Plan.

The Plan is a reorganization plan.  Creditors holding unsecured
claims will become the new owners of the Debtor and all the equity
interests of the current owners will be terminated.  Secured
creditors will be paid through the surrender or sale of their
collateral or through payments over time, in some cases on a
restructured basis.  The payments under the Plan will be funded
through the proceeds of a post-petition loan obtained by NewCo, a
new company in which the Debtor will have a membership interest,
sales of assets, and funds generated through operations.  The
Debtor will make periodic distributions to creditors (as equity
holders of the Reorganized Debtor) as net proceeds become
available.

All existing Membership Interests in the Debtor will be canceled,
annulled, and extinguished.  No Distribution of any kind will be
made on account of any existing Membership interests.

NewCo will obtain a loan in the amount of $2,500,000 secured by
the LV Property.  $991,040 of the NewCo loan amount will be
distributed to the Debtor.  NewCo will also obtain a $700,000 3rd
Trust Deed on the Murrieta Property.  The combined proceeds of
these two loans will fund the EI Settlement, the Buy-Back Offer
and be used for other ongoing expenses.  Further, the Debtor and
the other 2nd LV Note holders, and the current owner of the LV
Property will cooperate in the transfer of the LV Property to
NewCo either through a deed in lieu or foreclosure.  The Debtor
believes that the current equity owner and manager of Apex
Central, LLC, and Industrial Rail, LLC (aka CDL3, LLC), the
entities which currently own the LV Property, will cooperate in
the process.  These are entities which are related to the Debtor.
In sum, the Debtor believes that the Plan will provide the
greatest potential recovery for creditors through maximizing the
returns on the assets.

The Debtors believe that, in the absence of the Chapter 11
reorganization and the confirmation of the Plan, the Debtor's
assets would be liquidated at substantially discounted prices,
leaving much less to pay creditors.

                           EI Settlement

Prepetition, in October 2009, Enhanced Income Fund I, LLC,
received a note in connection with the Debtor's purchase of
Enhanced Income's Investment in Heritage Orcas.  The Enhanced
Income Note is secured by a first position lien against the
Debtor's interest in the 2nd LV Note and 2nd LV DOT, a lien on the
Debtor's interest in Heritage Orcas, and a lien on property owned
by the Debtor in Murrieta, California.

The liens on the 2nd LV Note and 2nd LV DOT and the lien on the
Debtor's interest in Heritage Orcas will be released pursuant to
the compromise with Enhanced Income.  The Debtor will seek
approval of this compromise in connection with Plan confirmation.

The Debtor and the official committee of unsecured creditors have
alleged that EI's lien on the 2nd LV Note is avoidable, at least
in part, as a fraudulent transfer pursuant to 11 U.S.c. Sections
544 and 548.  Pursuant to the EI Settlement, EI's Allowed Secured
Claims will be reduced to $2,000,000 with the option of discount
for an early payoff.

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010.

In its schedules, the Debtor disclosed $15.88 million in assets
and $54.45 million in liabilities.


BRIDGEVIEW AEROSOL: Kimberly Bacher Withdraws as Counsel
--------------------------------------------------------
Kimberly Bacher, formerly of Shaw Fishman Glantz &  Towbin LLC,
has withdrawn her appearance as counsel for Bridgeview Aerosol,
LLC, AeroNuevo, LLC and USAerosols, LLC.

Steven B. Towbin, also of Shaw Fishman Glantz & Towbin, will
continue to serve as counsel for the Debtors and will substitute
for Ms. Bacher with respect to all matters pending in the case,
together with any related adversary proceedings.

                   About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC, provides
manufactures, packages and distributes household cleaning and
automotive aerosol products.  Affiliate AeroNuevo owns the real
property on which BVA operates.  USAerosols is the parent company
of BVA and AeroNuevo.

Bridgeview Aerosol and its affiliates filed for Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 09-41021) on Oct. 30,
2009.  Steven B. Towbin, Esq., at Shaw Gussis et al., assists the
Debtors in their restructuring efforts.  Bridgeview Aerosol
estimated $10 million to $50 million in assets and debts as of the
Petition Date.

Adam P. Silverman, Esq., and Henry B. Merens, Esq., at Adelman &
Gettleman, Ltd., represents the Official Committee of Unsecured
Creditors.

On Nov. 19, 2009, William T. Neary, the U.S. Trustee for Region
10, amended the appointment of the Official Committee of Unsecured
Creditors.  The Committee now consist of (i) Ball Aerosol &
Speciality Container; (ii) Black Flag Brands LLC; (iii) Pennock
Company; (iv) Diversified CPC International; (v) Laser Tool Inc.;
(vi) Berry Plastics Corporation; and (vii) Batavia Container, Inc.


BROADCAST INTERNATIONAL: Agrees to Merge with AllDigital
--------------------------------------------------------
AllDigital Holdings, Inc., and Broadcast International, Inc., have
entered into a definitive agreement to merge in an all-stock
transaction.

Under the terms of agreement, AllDigital shareholders will receive

a number of shares of Broadcast International common stock
representing 54% of the post-closing shares of Broadcast common
stock, with both share totals calculated on a modified fully
diluted basis.  As part of the transaction, Broadcast
International will seek shareholder approval for a reverse stock
split to be effective prior to closing at a ratio of 1 post-
reverse share for each 10 pre-reverse shares to begin to position
the company for a transition to a major exchange such as NYSE MKT
LLC (formerly AMEX) or the Nasdaq Capital Market.  The combined
company will be called AllDigital Broadcasting, Inc.

"This merger represents a transformational opportunity for both
Broadcast International and AllDigital," said Paul Summers,
chairman and CEO, AllDigital.  "Our goal is to radically redefine
the way in which companies and organizations manage the
distribution of their digital media assets.  The long-term vision
for AllDigital has always been to provide a revolutionary
broadcast platform where virtually anyone can become a global
broadcaster.  We expect this merger to bring us closer to
realizing this vision."

By integrating Broadcast International's content management system
(CMS) with AllDigital's cloud services platform (e.g., storage,
encoding and origin transport) and connected device frameworks, it
is anticipated that the combined company will provide a highly
scalable, flexible and secure digital broadcasting platform where
virtually any form of digital media (including live and
video/audio on demand, digital services and other applications)
can target and reach a global audience across mobile, desktop and
digital televisions.

On a combined basis, the CMS platform, cloud services, and related
integration services and 24/7 technical support will allow a
variety of target markets (media and entertainment, enterprise,
government and non-profit organizations) to create their own
public or private facing broadcasting networks.  "Using our unique
combination of digital broadcast technology and related cloud
services, we believe our clients can create one or more 'digital
television channels' that can target a single device or,
literally, billions of connected devices," added Mr. Summers.

Key technological differentiators of the combined solution include
standards-based ingest, security and delivery mechanisms, cloud
services, patented CodecSys(R) encoding and transcoding technology
and uniform consumption of data and services across end user
device platforms.  The decoupled and modular nature of the
combined system allows organizations to easily deliver content
over terrestrial, CDN, satellite, broadband and cellular networks
(i.e., CDMA, LTE, etc.), facilitating a faster time to existing
and new market segments across a global footprint.  Optional
digital broadcast nodes can also be deployed into client locations
with additional support for multicast, local device control /
input (such as emerging near field communication support) and
other content management services across a network of
approximately 2,000 bonded installers in the United States.

AllDigital's clients include Rogers Communications, Cox Media
Group, Akamai, Sermon.net, FreeStreams, and WINDOWSEAT Pictures.
Clients of Broadcast International include Microsoft, Bank of
America, Fujitsu, HP, Telecable, WestStar TV, NetTALK, Dish
M‚xico, and Zions Bank.  It is anticipated that the combined
company will be able to provide existing and prospective clients
with a more powerful, affordable, and complete digital
broadcasting solutions, providing marketing and IT departments
total control over the distribution of their digital media assets.
The Companies believe that the level of digital media asset
control inherent in the combined solution is an important
differentiator and value proposition for the combined companies.

According to IMS Research, there are currently 9.6 billion
connected devices worldwide, and that number is expected to
increase to 28 billion by 2020.  According to Cisco's Visual
Networking Index, all forms of video (TV, VoD, Internet and P2P)
will represent approximately 86 percent of global consumer traffic
by 2016.  Additionally, Intel is forecasting 22 million public
facing screens by 2015, and notes that these screens are becoming
increasingly intelligent.

"We believe AllDigital Broadcasting will be well positioned to
capitalize on these trends, with a goal to become the market
leader in providing digital broadcasting solutions to an
increasing global demand for digital media to connected devices."

Representatives from Broadcast International and AllDigital will
be at the Consumer Electronics Show in Las Vegas, January 8-10
providing demonstrations of the CMS, cloud services and connected
device frameworks. Please contact sales@alldigital.com or (949)
250-0701 to schedule a one-on-one meeting or for additional
information.

Combined Management Team

Paul Summers will be the CEO of the new, combined company.  Prior
to AllDigital, Mr. Summers was CEO and co-founder of VitalStream
Holdings, Inc., that was sold to Internap for over $210 million in
stock.  Tim Napoleon will be the Chief Strategist.  Before co-
founding AllDigital, Mr. Napoleon was Chief Strategist of Media
and Entertainment for Akamai Technologies.  John Walpuck will hold
the position of COO and CFO. Previously, Mr. Walpuck was CFO for
Nine Systems that was purchased by Akamai for over $150 million in
stock.  Steve Jones will be the Vice President of Sales, and Steve
Smith will hold the position of Vice President of Networks.

Corporate headquarters will be located in Irvine, California, with
a satellite office in Salt Lake City, Utah.

Additional information about the transaction is available at:

                        http://is.gd/yFInKc

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/sggQiM

                   About AllDigital Holdings, Inc.

AllDigital offers secure digital broadcasting solutions across
multiple devices including mobile, desktop and digital television.
Global media and entertainment, enterprise, and organizations
(such as government, faith-based groups, and others) have
leveraged from our connected device technology to get to market
faster, more efficiently.  The Company's enterprise grade
solutions include Broadcast (radio, television, and VoD
solutions), AllDigital Cloud (origin cloud storage and transit),
SocialMedia Pro (brand and distribute digital media content via
Facebook), and Integration Services (custom app development,
digital workflow design, and more).

                   About Broadcast International

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

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.15 million in total assets, $9.45 million in total liabilities,
and a $6.30 million total stockholders' deficit.


BROADCAST INTERNATIONAL: Cuts Executives' Salaries to $180,000
--------------------------------------------------------------
Broadcast International entered into an Amendment and Settlement
Agreement with each of Rodney Tiede, president; James E. Solomon,
chief financial officer; and Steve Jones, senior vice president,
modifying the existing employment agreements between Broadcast
International and each of the officers as follows:

  -- their salaries are reduced to $180,000 per year;

  -- their employments are terminable at will;

  -- the officers are to report to the Executive Committee of the
     Board of Directors;

  -- the officers' termination and change of control benefits are
     terminated; and

  -- the officers waive their accrued vacation benefits,
     each such officer and Broadcast International grant each
     other mutual releases, and Broadcast International agrees to
     issue to each such officer 529,100 shares of Common Stock if
     such officer remains employed by Broadcast International for
     60 days following the date of those agreements or if such
     officer is terminated by Broadcast International at any time
     following the date of those agreements.

The Amendment and Settlement Agreement between Broadcast
International and Steve Jones provides that Mr. Jones' salary will
be renegotiated within 30 days of the date of that agreement.

                   About Broadcast International

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

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.15 million in total assets, $9.45 million in total liabilities,
and a $6.30 million total stockholders' deficit.


CAMBRIDGE HEART: Expects $1.7 Million Revenue in 2012
-----------------------------------------------------
Cambridge Heart, Inc., announced that preliminary revenue for the
quarter and year ended Dec. 31, 2012, was approximately $305,600,
and $1,740,300, respectively.  Cash and cash equivalents were an
estimated $38,000.

As previously announced, the Company has been engaged in a process
of exploring strategic alternatives, which to date has not yet
resulted in a definitive transaction.  In light of the Company's
limited cash resources, the Board and management have restructured
operations and personnel levels, with the expectation of being
able to achieve cash flow breakeven on the current level of
revenue, while maintaining the ability to manufacture and ship
product, and provide ongoing customer support.

In order to reduce operating expenses, Messrs. Ali Haghighi-Mood,
the Company's President and Chief Executive Officer, Vincenzo
LiCausi, the Company's Chief Financial Officer, and Roderick de
Greef the Company's Chairman of the Board, have stepped down as
employees and officers of the Company.  Mr. de Greef will remain
Chairman of the Board of Directors and serve as the interim
President and Treasurer, and Dr. Haghighi-Mood will remain a
director of the Company in order to assist the Company in pursuing
its ongoing initiatives.  In addition to continuing to explore
strategic and financing alternatives, the Company intends to focus
on its clinical strategies in an effort to increase and expand
adoption and utilization of its MTWA technology.

In view of both the Company's limited cash resources and the fact
that the Company's strategic alternatives process has not yet
resulted in a definitive transaction, the Board of Directors and
management of the Company decided to reduce the size of the
Company's workforce to 5 employees in order to align the Company's
operating expenses with projected revenues.  Based on the reduced
operating expenses, the Company expects to achieve cash flow
breakeven on current revenue levels, while maintaining sufficient
staffing to fulfill customer orders and provide ongoing customer
service.  The effected employees were released effective Jan. 4,
2013.

As of Jan. 3, 2013, 100,112,960 shares of the Company's common
stock were outstanding.  On an as-converted basis, the Company has
124,659,416 shares of common stock issued and outstanding,
including 100,112,960 shares of common stock issued, 4,180,602
shares issuable upon conversion of the Series C-1 Convertible
Preferred Stock and 20,365,854 shares issuable upon conversion of
the Series D Convertible Preferred Stock.

                       About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended
Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.25
million in total assets, $5.51 million in total liabilities,
$12.74 million in convertible preferred stock, and a $17 million
total stockholders' deficit.


CASCADE AG: WF Says There's No Equity Cushion, Prospect for Plan
----------------------------------------------------------------
Cascade Ag Services, Inc., asks the U.S. Bankruptcy Court for the
Western District of Washington for authorization to continue using
cash collateral to pay ongoing expenses through March 31, 2013.

The Debtor relates that the secured creditors are adequately
protected given the value of the Debtor's equipment, which was
valued at over $14 million in 2011.  The Debtor has retained an
appraiser for the equipment, and believes that the appraisal
report, which the Debtor expects to receive shortly, will
demonstrate that the fair market value of its equipment
constitutes a significant amount of adequate protection.

As further protection, the Debtor proposes to grant to the secured
creditors replacement liens.

Secured creditor Washington Federal, which claims to be owed
$2,625,899, has objected to Debtor's continued use of cash
collateral, citing:

   1. The Debtor claims creditors are adequately protected by an
alleged equity cushion, claiming that the 2011 appraisals valued
the equipment at over $14 million and that it had $8 million in
accounts and inventory, work in process and raw materials while
secured creditors are owed only $8.5 million.  But, so far, the
only offer that has been received was for $7.8 million and of that
amount only $5.5 million represented cash.  Further, the
prospective purchased withdrew its offer after reviewing the
Debtor's financials.

   2. With no prospects for an exit plan in sight and nobody
willing to pay the amount of money the Debtor believes its assets
can generate, allowing the Debtor to continue to use cash
collateral under the current administration would only subject
secured creditors to further loss and diminution.

                         About Cascade AG

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

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

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

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


CASCADE AG: Asks for Plan Extension After Bidder Withdrew
---------------------------------------------------------
Cascade AG Services, Inc., asks the U.S. Bankruptcy Court for the
Western District of Washington to extend its exclusive periods to
file a Plan and to solicit acceptances of that Plan through
June 10, 2013, and Aug. 12, 2013, respectively.

The Debtor tells the Court that over the next few months, it
intends to continue negotiations with potential purchasers for the
sale of substantially all of its assets, either as part of a plan,
or followed by development of a plan around the assets that remain
after the sale.

A $7,800,000 offer was previously received from stalking horse
bidder Pleasant Valley Farms, LLC, for the Debtor's assets but the
it later withdrew the offer, citing subjective concerns about the
Debtor's finances and accounting system integrity.  After the
Stalking Horse's withdrawal, the Debtor contacted other potential
purchasers regarding their willingness to step into the Stalking
Horse's shoes so that a sale could continue as planned.  However,
no potential purchasers expressed a willingness to do so under the
timeline set forth in the Bidding Procedures Order.

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

                         About Cascade AG

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

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

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

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


CCC ATLANTIC: Sec. 341(a) Creditors' Meeting Set for January 24
---------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of CCC Atlantic LLC pursuant to 11 U.S.C. Sec. 341(a) on Jan. 24,
2013, at 10:00 a.m., at J. Caleb Boggs Federal Building, 844 King
St., Room 2112, Wilmington, Delaware.

The meeting offers creditors a one-time opportunity to examine a
bankrupt company's representative under oath about its financial
affairs and operations that would be of interest to the general
body of creditors.

Based in Linwood, New Jersey, CCC Atlantic, LLC, filed for Chapter
11 protection on Dec. 6, 2012 (Bankr. D. Del. Case No. 12-13290).
Kevin Scott Mann, Esq., at Cross & Simon LLC, represents the
Debtor.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.


CENTRAL EUROPEAN: To Appeal NASDAQ's Delisting Determination
------------------------------------------------------------
Central European Distribution Corporation said in a regulatory
filing with the U.S. Securities and Exchange Commission that
it intends to appeal the staff determination to delist the
Company's securities from the NASDAQ Stock Market.

The Company received a letter from the Listing Qualifications
Department of The NASDAQ Stock Market LLC stating that the Company
was not in compliance with Listing Rules 5620(a) and 5620(b) which
require the Company to hold its annual general meeting of
shareholders within one year of Dec. 31, 2011, and to distribute a
proxy statement and solicit proxies for that meeting.

The letter also stated if the Company does not request an appeal
of the staff determination to a Nasdaq Listing Qualification
Panel, trading of the Company's common stock will be suspended at
the opening of business on Jan. 11, 2013, and Nasdaq will file a
Form 25-NSE with the United States Securities and Exchange
Commission to remove the Company's securities from listing and
registration on the Nasdaq Stock Market.

Although there can be no assurance that the Panel will grant the
Company's request for continued listing, the appeal will stay the
delisting of the Company's stock from The Nasdaq Global Market
pending the Panel's decision.

                             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.

                             Liquidity

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

                           *     *     *

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

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

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa2 from Caa1.

"The downgrade reflects delays in CEDC securing adequate
financing to repay its US$310 million of convertible notes due
March 2013 which are increasing Moody's concerns that the
definitive agreement for a strategic alliance between CEDC and
Russian Standard Corporation (Russian Standard) might not
conclude at the current terms," says Paolo Leschiutta, a Moody's
Vice President - Senior Credit Officer and lead analyst for CEDC.


CEREPLAST INC: Amends Purchase, Registration Pacts with Ironridge
-----------------------------------------------------------------
Cereplast, Inc., entered into an amendment to stock purchase
agreement with Ironridge Technology Co.  The Purchase Agreement
Amendment amended the terms of the stock purchase agreement
between the Company and Ironridge, dated Aug. 24, 2012, such that:

   (i) as a condition to additional closings under the Purchase
       Agreement, there must be a registration statement covering
       those number of shares reasonably necessary for conversion
       of all of the then outstanding shares of Series A Preferred
       Stock and those additional shares to be issued at such
       addition closing (rather than twice the number of those
       shares, as required under the Purchase Agreement prior to
       the parties' entering into the Purchase Agreement
       Amendment); and

  (ii) Ironridge may not assign any of its rights or obligations
       under the Purchase Agreement.

On Jan. 2, 2013, Cereplast entered into an amendment to
registration rights agreement with Ironridge.  The Registration
Rights Agreement Amendment amended the terms of the registration
rights agreement between the Company and Ironridge, dated Aug. 24,
2012, to extend by 60 days, to March 30, 2013, the date by which
the Company is required to have the registration statement filed
pursuant to the Registration Rights Agreement declared effective.

                          About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

The Company's balance sheet at Sept. 30, 2012, showed
$25.4 million in total assets, $22.1 million in total liabilities,
and stockholders' equity of $3.3 million.

                         Bankruptcy Warning

"We have incurred a net loss of $16.3 million for the nine months
ended September 30, 2012, and $14.0 million for the year ended
December 31, 2011, and have an accumulated deficit of $73.2
million as of September 30, 2012.  Based on our operating plan,
our existing working capital will not be sufficient to meet the
cash requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through December 31,
2012 without additional sources of cash.

In order to provide and preserve the necessary working capital to
operate, we have successfully completed the following transactions
in 2012:

   * Entered into an Exchange Agreement with Magna Group LLC
     pursuant to which we agreed to issue to Magna convertible
     notes, in the aggregate principal amount of up to $4.6
     million, in exchange for repayment of our Term Loan with
     Compass Horizon Funding Company, LLC.

   * Obtained a Forbearance Agreement on our semi-annual coupon
     payment due on June 1, 2012 with certain holders of our
     Senior Subordinated Notes to defer payment until December 1,
     2012.

   * Reduced future interest payments through executing an
     Exchange Agreement for $2.5 million with certain holders of
     our Senior Subordinated Notes for conversion of their Notes
     and accrued interest into shares at an exchange rate of one
     share of our common stock for each $1.00 amount of the Note
     and accrued interest.

   * Issued 6,375,000 shares of our common stock to an
     institutional investor in settlement of approximately $1.3
     million of our outstanding accounts payable balances.

   * Completed a Registered Direct offering to issue 1,000,000
     shares of common stock at $0.50 per share for gross proceeds
     of $0.5 million.

   * Obtained unsecured short-term convertible debt financing of
     $0.6 million with additional availability of approximately
     $0.6 million at the lender's sole discretion.

   * Returned unused raw materials to our suppliers in exchange
     for refunds net of restocking charges of approximately $0.3
     million.

Our plan to address the shortfall of working capital is to
generate additional financing through a combination of sale of our
equity securities, additional funding from our new short-term
convertible debt financings, incremental product sales into new
markets with advance payment terms and collection of outstanding
past due receivables. We are confident that we will be able to
deliver on our plans, however, there are no assurances that we
will be able to obtain any sources of financing on acceptable
terms, or at all.

If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in its quarterly report for the
period ended Sept. 30, 2012.


CERTENEJAS INCORPORADO: Court Sets Feb. 12 Confirmation Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
approved the disclosure statement describing the proposed
Chapter 11 plan of reorganization of Certenejas Incorporado.

The hearing to consider the confirmation of the Plan will be held
on Feb. 12, 2013, at 10:00 a.m.  Objections to claims must be
filed 45 days prior to the confirmation hearing.  Acceptances or
rejections of the Plan may be filed on/or before 45 days prior to
Confirmation hearing.  Objections, if any, to confirmation of the
Plan will be filed no later than 21 days prior to the Confirmation
hearing.

A summary of the Plan was reported in the Troubled Company
Reporter on Oct. 16, 2012.  According to the explanatory
disclosure statement, Banco Popular de Puerto Rico, holder of a
$40.4 million claim secured by substantially all assets of the
Debtor, will recover 100%.  On the effective date, the Debtor will
surrender, as payment in kind to BPPR or will consent to the
foreclosure of the Motel Molino Azul (valued at $6.95 million),
Motel Molino Rojo ($5.60 million), Motel Las Palmas ($8.50
million), Motel El Rio ($6.67 million), and Motel El Eden ($3.25
million), and a parcel of land in Rio Grand, Puerto Rico ($1.45
million).  The Debtor will retain the real property known as Motel
Flor Del Valle (valued at $4.5 million).  The balance of BPPR's
secured claim for $4.5 million will be paid through monthly
payments with a balloon payment of $4.32 million on Dec. 31, 2014.

Holders of general unsecured claims aggregating $4.65 million will
recover 1%.  They will split a $50,000 carve out to be agreed with
BPPR.

Holders of interests are unimpaired.  Mr. Luis Jaime Meaux and
Mrs. Marta I. Muniz Melendez will retain their shares unaltered.

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

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

                   About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El
Eden, Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and
Motel El Rio -- owns motels or short-term guest houses in Puerto
Rico.  It filed a Chapter 11 petition (Bankr. D. P.R. Case No.
12-02806) in Old San Juan, Puerto Rico, on April 11, 2012.  The
Debtor disclosed US$27.68 million in assets and US$45.29 million
in debts as of the Chapter 11 filing.  Charles Alfred Cuprill,
Esq., serves as the Debtor's counsel.  The petition was signed by
Luis J. Meaux Vazquez, president.

Certenejas Incorporado and three of its affiliates previously
sought Chapter 11 bankruptcy protection (Bankr. D. P.R. Case Nos.
09-08470 to 09-08473) on Oct. 2, 2009.  The affiliates are
Rojoazul Hotel, Inc., Jonathan Corporation, and Silvernugget
Development Corporation.  According to the schedules filed in the
2009 case, Certenejas Incorporado had total assets of
US$13,800,000, and total debts of US$41,596,637.  The petition was
signed by Luis J. Meaux Vazquez, the Company's president.


CHRYSLER GROUP: Spars with Union over IPO
-----------------------------------------
Christina Rogers and Sharon Terlep, writing for the Wall Street
Journal, reported that Chrysler Group LLC could be forced to stage
an initial public offering as a means of resolving a dispute over
its value with a United Auto Workers' retiree trust that holds a
41.5% stake in the auto maker.

The trust on Wednesday presented Chrysler with a "registration
demand" asking it register a portion of its holdings, the report
said.  Chrysler's sales and profit has bounced back strongly since
emerging from bankruptcy protection under the management of
Italy's Fiat SpA, its majority owner, the report added.

The move comes amid a court dispute between Fiat and union
retirees over the value of the trust's Chrysler shares.  The trust
recently maintained some of its shares are worth twice what Fiat
offered to pay last year.

Chrysler Chief Executive Sergio Marchionne is wary of taking
Chrysler public, preferring instead to buy the trust's shares
directly and to repay debt owed to bondholders, according to
people familiar with his thinking, WSJ said.  The company has
twice since July sought to use a call option to buy shares
directly from the trust.

Fiat has said it wants to increase its stake in Chrysler to
facilitate a merger of the auto makers, WSJ related.  The Turin,
Italy-based auto maker holds options to buy Chrysler shares every
six months from the trust with the total capped at a 16.6%.

But a stock offering without Mr. Marchionne's blessing could be
difficult to pull off, the people familiar with the matter told
WSJ, because an IPO would largely depend on the company's efforts
to pitch itself to investors and execute the offering.  Chrysler
said it a statement on Wednesday that there was no "assurance that
a registration statement will be filed" or that an offering would
be made.

The trust, called a Voluntary Employee Beneficiary Association and
set up to pay medical costs of Chrysler's union retirees, has the
right to ask Chrysler to initiate proceedings for an IPO as part
of a 2009 agreement that helped bring the Auburn Hills, Mich., car
maker out of court protection, WSJ related.

According to WSJ, Chrysler has been among the fastest-growing U.S.
auto makers by volume.  Its U.S. sales rose 19.2% last year to 1.6
million cars and light trucks, giving it an 11.1% share of the
U.S. market, up from 10.6% in 2011.  In its third quarter, the
company earned $381 million, up from $212 million in the year-ago
period.  It has forecast full year profit of $1.5 billion for
2012.

In contrast, Fiat's fortunes apart from Chrysler have tumbled due
to a sharp slowdown in sales in its European home market, WSJ
noted.  The company has forecast the automotive weakness in Europe
may last into 2014.

Last July, Fiat sought to exercise its first call option to buy a
3.3% stake in Chrysler from the trust but the VEBA, according to a
lawsuit filed by Fiat in September, refused to turn over the
shares, WSJ recalled.  Earlier this month, with the lawsuit still
pending, Fiat asked to buy additional shares from the VEBA, a move
that would raise its stake in Chrysler to about 65%.  The court is
expected to rule on the suit in the next several months, Fiat
said.

Fiat had offered $139.7 million last year to buy 3.3% of Chrysler
from the VEBA and this month proposed paying $198 million for
another 3.3% stake.  The VEBA responded to Fiat's suit over the
initial 3.3% stake by asking for about $343 million.

Fiat has pledged to increase its ownership of Chrysler every six
months until it gets to more than 70% ownership, WSJ said.

Auburn Hills, Mich.-based Chrysler Group LLC, a Delaware limited
liability company, designs, engineers, manufactures, distributes
and sells vehicles under the brand names Chrysler, Jeep, Dodge and
Ram.  The Company's current members are Fiat, which holds a 58.5
percent ownership interest in the Company, and the United Auto
Workers' Retiree Medical Benefits Trust, or the VEBA Trust, which
holds the remaining ownership interest in the Company.


CLEARWIRE CORP: Dish Alliance May Affect Sprint, Fitch Says
-----------------------------------------------------------
The evolution of DISH Network Corporation's (DISH) wireless
strategy took a step forward Tuesday, January 8, as evidenced by
the company's proposal to enter into a multifaceted, complicated
series of agreements with Clearwire Corporation. In accordance
with the terms of DISH's proposal, DISH would acquire, among other
things, approximately 24% of Clearwire's wireless spectrum for
$2.2 billion. Fitch Ratings believes the proposed transaction is a
positive development for DISH, but could also pressure its current
ratings.

Fitch says: "If the bid for Clearwire is successful, DISH would
secure a potential partner to build and deploy a wireless network.
DISH had previously signaled its preference to participate in a
network infrastructure-sharing arrangement to enter into the
wireless market as opposed to deploying a greenfield wireless
network. However, recent consolidation, investments, and spectrum
acquisitions within the wireless sector have reduced the number of
potential entities DISH can partner with to deploy its wireless
network creating an urgency to establish a partnership with
Clearwire. DISH's proposal leverages Clearwire's expertise and
existing assets to construct, operate, and manage a wireless
network utilizing DISH's AWS-4 spectrum and the 2.5 GHz spectrum
acquired through the proposed transaction.

"The wireless spectrum enables DISH to diversify its business and
add mobility to its fixed video service model while positioning
the company to capture incremental revenue and cash flow growth.
DISH believes the competitive forces within the mature video-
programming distribution market may diminish the value of the
company's existing direct-broadcast satellite infrastructure. Most
notable among these competitive forces are the emergence of cloud-
based services and the migration to Internet protocol-based video
content delivery.

"A proposed alliance with DISH and Clearwire would clearly be a
negative for Sprint, absent any considerations on whether or not
the DISH offer is valid. A successful alliance would mean Sprint
would no longer have sole control of strategic direction of
Clearwire assets, and competing interests for how Clearwire's
network is deployed would ensue. DISH proposes to acquire at least
25% of Clearwire's outstanding common stock, which along with the
governance provisions outlined in DISH's proposal, sets the
foundation for DISH to influence Clearwire's strategic direction.
The DISH Clearwire alliance would also impact the long-term
strategic plans of Sprint/Softbank to differentiate its broadband
offering by virtue of the "fattest wireless pipe" potentially in
the industry to provide the bandwidth required for Sprint's
unlimited plans.

"DISH's purchase of approximately one-quarter of Clearwire's total
spectrum position, likely representing a significant portion of
Clearwire's more valuable wholly owned BRS spectrum, would also be
negative for Sprint, as they would lose control of a valuable
long-term asset. About 60% of Clearwire's spectrum is leased while
40% is owned.

"A DISH/Clearwire alliance would also enable a new competitor
access to deep spectrum resources that would be considered a
negative longer-term for Sprint revenue, cash flow, and
profitability. Considering Sprint's position as the third largest
operator, this would weigh materially more on Sprint versus
Verizon or AT&T."

"We believe the incremental capital and operating costs related to
DISH's potential wireless network build out will diminish the
company's ability to generate free cash flow and erode operating
margins, potentially resulting in a weaker credit profile. We
believe business risk inherent in launching a wireless business
limits the flexibility DISH has to increase leverage at the
current rating level to accommodate the incremental capital costs
and EBITDA erosion associated with the build out of a wireless
network," Fitch adds.


CLUB AT SHENANDOAH: Sec. 341(a) Creditors' Meeting Set for Jan. 14
------------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of The Club at Shenandoah Springs Village Inc. pursuant to
11 U.S.C. Sec. 341(a) on Jan. 14, 2013, at 2:30 p.m., Room 720,
3801 University Avenue in Riverside, California.

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

Based in Thousand Palms, California, The Club At Shenandoah
Springs Village Inc. filed for Chapter 11 protection on Dec. 3,
2012 (Bankr. C.D. Calif. Case No. 12-36723).  Judge Mark D. Houle
presides over thee case.  Daniel A. Lev, Esq., at Sulmeyerkupetz,
represents the Debtor.  The Debtor estimated both assets and
liabilities of between $10 million and $50 million.


COMMUNITY FINANCIAL: Donald Fischer Quits as Board Chairman
-----------------------------------------------------------
Donald H. Fischer retired as the Chairman of the Board of
Directors of Community Financial Shares, Inc., and its wholly
owned subsidiary, Community Bank - Wheaton/Glen Ellyn effective
Jan. 8, 2013.

On Nov. 13, 2012, Mr. Fischer notified the Company and the Bank
that he would retire as Chairman of the Board of Directors
following the first closing of the Company's private placement
offering, which occurred on Dec. 21, 2012.  Mr. Fischer's
retirement is not due to any disagreement with the Company or the
Bank or any concerns relating to the operations, policies or
practices of either the Company or the Bank.

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


CONTRACTOR TECH: Court Weighs Reviving $1M Porter Hedges Suit
-------------------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that a Texas appeals
court Wednesday weighed reviving a construction company's $1
million malpractice suit against Porter Hedges LLP, over the
firm's simultaneous representation of the company and the
bankruptcy trustee of a general contractor that held a judgment
against it.

The Fourteenth District Court of Appeals considered Workzone
Technologies' complaint that Porter Hedges secretly served as
special litigation counsel to the bankruptcy trustee of Contractor
Technology Inc. while also representing Workzone which was
fighting a judgment against it held by CTI's bankruptcy estate.

                    About Contractor Technology

Headquartered in Houston, Texas, Contractor Technology, Ltd.
-- http://www.ctitexas.com/-- is a producer of recycled concrete
and asphalt.  The Company filed for chapter 11 protection on
May 13, 2005 (Bankr. S.D. Tex. Case No. 05-37623).  When the
Debtor filed for protection from its creditors, it scheduled
its assets at $20,225,000 to $64,241,000, and was unable to
tabulate its liabilities.  On June 23, 2005, the Honorable
Marvin Isgur converted the Debtor's Chapter 11 bankruptcy
case to a Chapter 7 liquidation proceeding and Ronald J.
Sommers was appointed as the Chapter 7 Trustee.


CRAWFORDSVILLE LLC: Sec. 341(a) Creditors' Meeting on January 23
----------------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of creditors
of Crawsfordsville LLC and its debtor-affiliates pursuant to
11 U.S.C. Sec. 341(a) on Jan. 23, 2013, at 10:00 a.m., at Des
Moines, Iowa, Room 783 Federal Building.  Proofs of claim are due
by April 23, 2013.

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

                       About Crawfordsville

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

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

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

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


CROWN AMERICAS: S&P Retains 'BB' Rating on 4.5% Sr. Unsecured Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' senior
unsecured debt rating and '5' recovery rating on the 4.5% senior
unsecured notes due 2023 issued jointly by Crown Americas LLC and
Crown Americas Capital Corp. IV, wholly owned subsidiaries of
Crown Holdings Inc. (Crown Holdings) remain unchanged following
the proposed $200 million add-on to the notes.  The additional
notes will be issued under an indenture dated Jan. 9, 2013,
pursuant to which Crown Americas and Crown Americas Capital IV
previously issued $800 million of 4.5% senior notes.

The issue rating is one notch below the 'BB+' corporate credit
rating on Crown Holdings.  The '5' recovery rating indicates S&P's
expectation of modest (10%-30%) recovery in the event of a payment
default.

All S&P's other ratings on Crown Holdings and its subsidiaries
remain unchanged.  For the complete recovery analysis, see S&P's
recovery report on Crown to be published as soon as possible
following this report on RatingsDirect on the Global Credit
Portal.

"The company plans to use proceeds of the add-on notes offering to
repay $200 million of senior secured term loans," said Standard &
Poor's credit analyst Liley Mehta.

The ratings reflect Crown's "satisfactory" business risk profile
as a leading global can manufacturer and its "significant"
financial risk profile.  S&P expects the key funds from operations
to total debt ratio to remain at about 20%, which we consider
appropriate for the rating.

For the entire corporate credit rating rationale, see S&P's
summary analysis on Crown Holdings published Dec. 10, 2012, on
RatingsDirect.

RATINGS LIST

Ratings Unchanged

Crown Holdings Inc.
Corporate Credit Rating                   BB+/Stable/--

Crown Americas LLC
Crown Americas Capital Corp. IV

$1 bil. 4.5% notes due 2023
Senior Unsecured                          BB
  Recovery Rating                          5


CRYOPORT INC: Has Agreement With FedEx for Shipping Services
------------------------------------------------------------
CryoPort, Inc., entered into a master agreement with Federal
Express Corporation on Jan. 3, 2013, pursuant to which the Company
will provide to FedEx frozen shipping logistics services through
the combination of its purpose built proprietary technologies and
turnkey management processes.  The Cryoport Express(R) liquid
nitrogen dry vapor shippers, validated to maintain a constant
negative 150 degrees celcius temperature for a 10 plus day dynamic
shipment duration, and CryoportalTM Logistics Management Platform
which manages the entire shipment process, are included.

Under the Agreement, FedEx has the right to and will, on a non-
exclusive basis and at its sole expense, promote, market and sell
transportation of Company's services and the Company's related
value-added goods and service for frozen temperature-controlled
cold chain transportation, such as the Company's data monitoring
and recording capabilities.  All services will be processed
through the CryoportalTM.

Pursuant to the Agreement, FedEx has agreed to pay the Company (i)
a fixed transaction fee, the amount of which will depend upon
whether the service is provided within a specific designated
region or from one designated region to another designated region,
and (ii) additional fees for any other goods or services ordered
in connection with such service transaction.  Under the Agreement,
there is no minimum requirement of FedEx during the term of the
Agreement.

The Agreement covers a non-exclusive license and right for FedEx
to use a customized version of the Cryoportal for the management
of shipments made by FedEx's customers.  Under the Agreement, the
Company will develop and provide related maintenance and technical
support for such customized version of the Cryoportal.

The Agreement is effective on Jan. 1, 2013, and, unless sooner
terminated as provided in the Agreement, the term of the Agreement
expires on Dec. 31, 2015.  The Agreement contains customary
representations, warranties and indemnification obligations.

A copy of the Agreement is available at http://is.gd/mLTDls

                           About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

As reported in the TCR on June 29, 2012, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about
CryoPort's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  "Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern."

The Company's balance sheet at Sept. 30, 2012, showed $2.8 million
in total assets, $2.0 million in total liabilities, and
stockholders' equity of $776,493.


CUBIC ENERGY: Due Date of Wells Fargo Debt Extended Until March
---------------------------------------------------------------
Cubic Energy, Inc., received an extension until March 31, 2013, as
to the due date of its Wells Fargo Energy Capital, Inc., debt
under its WFEC Credit Facility, including both the $5,000,000 WFEC
convertible term note and the outstanding amounts of approximately
$20,870,000 under its WFEC revolving credit facility; and that
effective Dec. 31, 2012, it received an extension until April 1,
2013, as to the due date of its debt due of $2,000,000 to Calvin
Wallen III, an affiliate of the Company.

                         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.

The Company said in its quarterly report for the period ended
March 31, 2012, that, "Our debt to Wells Fargo, with a principal
amount of $35,000,000, is due on July 1, 2012, and the Wallen
Note, with a principal amount of $2,000,000, is due Sept. 30,
2012, and both are classified as a current debt.  As of March 31,
2012, we had a working capital deficit of $33,162,110.  This level
of negative working capital creates substantial doubt as to our
ability to pay our obligations as they come due and remain a going
concern.  We are negotiating with Wells Fargo and Mr. Wallen to
extend the maturity date of these debts.  There can be no
assurance that the Company will be able to negotiate such
extensions."

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 Sept. 30, 2012, showed $29.52
million in total assets, $39.45 million in total liabilities, all
current, and a $9.92 million total stockholders' deficit.

                        Bankruptcy Warning

"While we commenced a formal process to pursue strategic
alternatives, there can be no assurance that the process will
result in any transaction, or that, even if a transaction is
consummated that it will resolve our significant short-term
liquidity issues," the Company said in its annual report for the
year ended June 30, 2012.  "Even if a potential transaction is
announced, no assurances can be given that such potential
transaction will have a positive effect on our stock price.
Additionally, if a transaction is announced but is not
consummated, our stock price may be adversely affected.
Restructuring, refinancing or extending the payment date of our
indebtedness likely will be necessary."

The Company added, "We are continuing to discuss potential
transactions with third parties and expect to engage in further
discussions with our lenders regarding extensions of the repayment
dates of our indebtedness.  There can be no assurance that these
discussions will lead to a definitive agreement on acceptable
terms, or at all, with any party.  Any transaction could be highly
dilutive to existing stockholders.  If we are unsuccessful in
consummating a transaction or transactions that address our
liquidity issues, we could be required to seek protection under
the U.S. Bankruptcy Code."


DELTA IMAGING: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Delta Imaging, LLC
        1310 Gause Blvd.
        Slidell, LA 70458

Bankruptcy Case No.: 13-10030

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Douglas S. Draper, Esq.
                  HELLER DRAPER PATRICK & HORN, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  E-mail: dsd@hellerdraper.com

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

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

A copy of the Company's list of its 14 largest unsecured creditors
is available for free at http://bankrupt.com/misc/laeb13-10030.pdf

The petition was signed by Arthur J. Satterlee, M.D.,
member/manager.


DEEP DOWN: Goldman Capital Discloses 10.4% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Goldman Capital Management Inc. disclosed that, as of
Dec. 31, 2012, it beneficially owns 1,062,052 shares of common
stock of Deep Down Inc. representing 10.4% of the shares
outstanding.  A copy of the filing is available at:

                       http://is.gd/BwQrce

                         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.


DIGITAL DOMAIN: Seeks More Time to File Bankruptcy Plan
-------------------------------------------------------
Patrick Fitzgerald at Dow Jones' DBR Small Cap reports that
Digital Domain Media Group Inc. is seeking more time in bankruptcy
court to craft a plan to pay off its lenders and creditors from
the sale of the special-effects company's assets.

                       About Digital Domain

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

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

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

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


DISH NETWORK: Moody's Says Clearwire Takeover Offer Credit Neg.
---------------------------------------------------------------
Moody's Investors Service said that DISH Network Corporation's
(DISH -- Ba2 CFR) offer to acquire Clearwire Communications LLC's
(Clearwire -- Caa2 CFR on review for possible upgrade) outstanding
stock, purchase some of its spectrum assets and enter into a
commercial agreement with Clearwire has a potential negative
credit impact and positive strategic impact for DISH. Given Sprint
Nextel Corp.'s (Sprint -- B1 CFR on review for possible upgrade)
current ownership of over 50% of Clearwire, its recent agreement
to purchase the rest of Clearwire and its rights associated with
the merger agreement, and its strong objections to a transaction
with DISH, Moody's believes it is unlikely DISH could acquire
control of Clearwire.

The offer provides for a $2.2 billion payment for 24% of
Clearwire's spectrum holdings, and up to almost $5 billion to
acquire 100% of Clearwire's stock, though given Sprint's 50%
ownership and the required minimum 25% ownership by DISH under the
offer, the company's cash outlay would fall between $1.25-2.5
billion for 25-50% of Clearwire. Moody's expects DISH to be able
to fund the transaction entirely with cash, as it had $6.4 billion
in cash and marketable securities at 9/30/12 and raised another
$1.5 billion in debt in December 2012, even after upcoming cash
outlays of $700 million for the VOOM settlement and $450 million
for its announced special dividend. Funding the transaction with
cash will limit the company's liquidity, especially given the
absence of a revolving credit facility, though Moody's expects the
company to be able to manage its liquidity under a partial
ownership scenario given its steady free cash flow generation of
over $1 billion per year.

Though Moody's believes it is unlikely that DISH will be able to
acquire control of Clearwire, its offer may provide an avenue for
negotiating a wireless broadband agreement with Clearwire and/or
Sprint in the rating agency's view. If a definitive agreement for
control is signed however, DISH's ratings will be placed on review
for downgrade. The acquisition of a controlling share in Clearwire
would have a material impact on DISH's consolidated credit
metrics, given the significant debt and minimal EBITDA generation
at Clearwire. In addition, though Moody's don't expect the company
to use debt to finance the transaction, Moody's believes that as a
result of its depleted cash balance post-transaction, DISH will
likely raise additional debt to fund its upcoming maturities of
$1.5 billion over the next two years and consequently increase its
already high leverage of 4.2x at 9/30/12 (pro-forma for the
December 2012 notes offering). While Moody's expects DISH would
hold its interest in Clearwire in the entity that holds its
spectrum, outside of and without recourse to the rated operating
subsidiary DISH DBS Corporation (DISH DBS), Moody's expects the
company would still upstream cash from DISH DBS in order to build
out Clearwire's wireless network and to build a national network
which also has negative credit implications if such support
includes repaying some of Clearwire's indebtedness.

Moody's notes that from a strategic perspective, the ownership of
Clearwire and/or a broadband partnership with Clearwire, is a
positive strategic move for DISH, but still clearly has its risks
as Clearwire is still in early development stage and therefore not
generating enough cash to fund interest and capital expenditures.
Dish already has a valuable portfolio of wireless spectrum, and by
increasing its spectrum holdings as well as partnering with
Clearwire through a commercial agreement to build out a wireless
network, DISH could reduce its cost, risk exposure and speed to
market for developing a wireless product. Its ability to offer a
competitive broadband product that can compete with existing
offerings by its cable rivals is key to supporting the company's
long term viability, as it currently stands to lose customers to
multi-product video providers as broadband becomes more and more
vital to consumers over the long term.

DISH Network Corporation ("DISH") is a satellite (or direct-to-
home) pay-TV provider, and the third largest pay television
provider in the United States with 14.04 million subscribers as of
9/30/2012.


EMPRESAS BERDUT: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Empresas Berdut, Inc.
        1537 Ave Ponce De Leon
        Buzon #1 Sector El Cinco
        San Juan, PR 00926

Bankruptcy Case No.: 13-00051

Chapter 11 Petition Date: January 8, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Mildred Caban

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  VICTOR GRATACOS-DIAZ LEGAL OFFICE
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  E-mail: bankruptcy@gratacoslaw.com

Scheduled Assets: $1,802,000

Scheduled Liabilities: $2,514,219

A copy of the Company's list of its nine largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/prb13-00051.pdf

The petition was signed by Elberto Berdut, Inc., president.


ENERGY FUTURE: Extends $646 Million Revolving Loans to 2016
-----------------------------------------------------------
The lenders holding $645,556,000 aggregate principal amount of
2013 Revolving Credit Commitments, constituting all of the
outstanding 2013 Revolving Credit Commitments, agreed to extend
the maturity of these commitments from October 2013 to October
2016.  The 2016 Revolving Credit Commitments will have the same
terms and conditions as the outstanding revolving credit
commitments expiring in October 2016 under the Credit Agreement.

In consideration for the Extension, pursuant to the terms of the
Incremental Amendment No. 1, dated as of Jan. 4, 2013, by and
among Energy Future Holdings Corp., Texas Competitive Electric
Holdings Company LLC, the subsidiary guarantors party thereto,
Citibank, N.A., as administrative agent, and the lender parties
thereto, TCEH paid each of the Extending Lenders an extension fee
through the incurrence of incremental term loans due in October
2017 deemed to have been made by each Extending Lender under the
Credit Agreement, with each Extending Lender receiving $0.5264 of
incremental term loans for each $1.00 of its 2013 Revolving Credit
Commitments extended into 2016 Revolving Credit Commitments.  The
aggregate principal amount of incremental term loans incurred
pursuant to the Incremental Amendment totaled $340,000,000.  These
incremental term loans will have the same terms and conditions as
the outstanding term loans due October 2017 under the Credit
Agreement.

As a result of the Extension, as of Jan. 4, 2013, under the Credit
Agreement there are:

   * $0 and approximately $2.05 billion of revolving credit
     commitments that will expire in October 2013 and October
     2016, respectively; and

   * approximately $15.71 billion of terms loans with a maturity
     in October 2017.

A copy of the Extension Agreement is available for free at:

                        http://is.gd/LDevJ6

                        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. and TPG Inc.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

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.

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

As reported by the TCR on Dec. 7, 2012,  Fitch Ratings has lowered
the Issuer Default Rating (IDR) of EFH to 'Restricted Default'
(RD) from 'CC'.  Fitch Ratings has deemed the recently concluded
exchange offer to exchange a portion of the LBO notes and legacy
notes at Energy Future Holdings Corp (EFH) for new 11.25%/12.25%
senior toggle notes due 2018 at Energy Future Intermediate Holding
Company LLC (EFIH) as a distressed debt exchange (DDE).


ENERGYSOLUTIONS INC: Signs Merger Agreement With Rockwell
---------------------------------------------------------
EnergySolutions, Inc., entered into an Agreement and Plan of
Merger with Rockwell Holdco, Inc., and Rockwell Acquisition Corp.,
affiliates of Energy Capital Partners, a leading private equity
firm focused on investing in North America's energy
infrastructure.

Under the terms of the agreement, EnergySolutions' shareholders
will receive $3.75 in cash for each share of common stock.  This
represents a premium of approximately 20% over the average closing
share price of EnergySolutions' common stock for the 30 days ended
Jan. 4, 2013.

The definitive acquisition agreement has been unanimously approved
by the EnergySolutions' Board of Directors.

Goldman, Sachs & Co. is serving as financial advisor to
EnergySolutions and Skadden, Arps, Slate, Meagher & Flom LLP is
acting as legal advisor to EnergySolutions.  Morgan Stanley is
serving as financial advisor and Latham & Watkins, LLP, is acting
as legal advisor to ECP.  Morgan Stanley is also committing to
provide senior secured credit facilities to help finance the
acquisition, and will act as a lead arranger and book-runner in
the financing.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/cnPaxD

                     About EnergySolutions, Inc.

EnergySolutions offers customers a full range of integrated
services and solutions, including nuclear operations,
characterization, decommissioning, decontamination, site closure,
transportation, nuclear materials management, the safe, secure
disposition of nuclear waste, and research and engineering
services across the fuel cycle.

The Company's balance sheet at Sept. 30, 2012, showed
$2.85 billion in total assets, $2.54 billion in total liabilities,
and $311.77 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on June 18, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Salt Lake City-
based EnergySolutions Inc. and its subsidiaries by two notches to
'B' from 'BB-'.  "The downgrade reflects weakening credit metrics
and the added uncertainty stemming from the unexpected change in
management since the company's strategic and financial priorities
are now less clear," said Standard & Poor's credit analyst James
Siahaan.


EPICEPT CORP: EisnerAmper Replaces Deloitte as Accountants
----------------------------------------------------------
EpiCept Corporation dismissed its independent registered public
accounting firm, Deloitte & Touche LLP on Jan. 3, 2013.  The
dismissal was approved by the Company's Audit Committee.

During the two most recent fiscal years and through Jan. 3, 2013,
there have been no disagreements between the Company and Deloitte
& Touche LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of
Deloitte & Touche would have caused them to make reference thereto
in their reports on the financial statements for those years.

During the two most recent fiscal years and through Jan. 3, 2013,
there have been no reportable events (as defined in Item
304(a)(1)(v)) of Regulation S-K.  Neither of the reports of
Deloitte & Touche on the financial statements for each of the
fiscal years ended Dec. 31, 2011, and 2010 contained an adverse
opinion or disclaimer of opinion, or was qualified or modified as
to uncertainty, audit scope or accounting principles, except that
their report on the financial statements for the fiscal year ended
Dec. 31, 2011, dated March 30, 2012, contained an explanatory
paragraph expressing substantial doubt about the Company's ability
to continue as a going concern and included an explanatory
paragraph related to the adoption of FASB Accounting Standards
Update No. 2011-05, Comprehensive Income (Topic 220) -
Presentation of Comprehensive Income and their report on the
financial statements for the fiscal year ended Dec. 31, 2010,
dated March 31, 2011, contained an explanatory paragraph
expressing substantial doubt about the Company's ability to
continue as a going concern.

On Jan. 3, 2013, the Company engaged EisnerAmper LLP as its new
independent accounting firm.

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.86
million in total assets, $16.03 million in total liabilities and a
$13.16 million in total stockholders' deficit.


EVANS COAL: Court Allows Smiths to Reject Coal Lease
----------------------------------------------------
Bankruptcy Judge Richard Stair, Jr., denied the request of the
Chapter 11 trustee for Evans Coal Corp. to assume the Company's
coal lease agreement with Bradley S. Smith and Susan D. Smith,
and, instead, granted the Smiths relief from the automatic stay to
terminate the lease agreement.

The Debtor, which holds surface coal mining permit #807-0385,
formerly #807-0329 (Mining Permit #807-0385) issued by the
Commonwealth of Kentucky, Department of Surface Mining, entered
into a Coal Lease Agreement with the Smiths on May 17, 2005, under
the terms of which it was granted exclusive rights and privileges
to mine coal on 189 acres of real property owned by the Smiths
located at the head of Wilson Hollow in Bell County, Kentucky, a
portion of which is included within Mining Permit #807-0385.  The
Coal Lease Agreement contained an initial term of five years "or
until all mineable and merchantable coal has been mined and
removed from the leased premises, whichever first occurs," with an
option to extend for three additional five-year terms so long as
"(1) coal is actually being produced from the Leased Premises, or
from nearby properties that are included with the Leased Premises
in a valid mining permit issued by the State of Kentucky, and (2)
Lessee is not in default of any provision of this Lease
Agreement."

On Sept. 11, 2008, the Debtor, the Smiths, and Tri-Star Real
Estate, LLC, entered into a Wheelage Agreement with Nally &
Hamilton Enterprises, Inc., authorizing Nally & Hamilton to
construct, operate, and maintain haulage roads over the real
property owned by Tri-Star and the Smiths and leased by the
Debtor.  In exchange, Nally & Hamilton agreed to pay $0.15 per ton
of coal hauled across the leased property from Sept. 11, 2008
through Sept. 10, 2013, each to the Debtor, the Smiths, and Tri-
Star with a right by Nally & Hamilton to renew for three
additional five-year terms.  Since January 2012, the Debtor's
bankruptcy estate has received $77,149.94 from Nally & Hamilton
under the Wheelage Agreement, although payments will cease under
that agreement with the December 2012 payment, to be paid in
January 2013, when Nally & Hamilton vacates the adjoining
property.  The Trustee assumed the Wheelage Agreement pursuant to
an Order entered on Aug. 2, 2012.

The Smiths filed a Motion for Stay Relief, arguing that the Debtor
was in default under the Coal Lease Agreement on the date of the
bankruptcy filing and continues to be in default under the
Agreement by failing to diligently develop and mine coal since May
2010, and because it was not operating in compliance with state
and federal laws, as evidenced by notices of non-compliance by the
Kentucky Department for Surface Mining Reclamation and
Enforcement.

The Chapter 11 Trustee, meanwhile , filed a Motion to Assume
Lease, arguing that the Smiths do not claim any monetary defaults
under the Coal Lease Agreement and that he is working diligently
with regulatory authorities to cure or otherwise negotiate a
resolution of the existing and/or ongoing violations and
reclamation obligations, thus complying with the requirements of
11 U.S.C. Sec. 365(b)(1).

In deciding for the Smiths, the Court held that the Coal Lease
Agreement has been terminated by its own terms.  Paragraph 3
unequivocally provides for a renewable lease term of five years
"or until all mineable and merchantable coal has been mined and
removed from the leased premises, whichever first occurs."  The
term "mineable and merchantable coal" is defined within paragraph
8 to mean "coal which can be mined and removed at a reasonable
profit to Lessee in the prevailing coal market by Lessee's
employment of modern and efficient methods of coal mining and
preparation."  Neither party disputes that there is coal remaining
on the Smith Property.

The Court also said it does not agree that assumption of the Coal
Lease Agreement would provide a tangible benefit to the Debtor's
estate.  Notwithstanding that the coal is not "mineable and
merchantable," the Chapter 11 Trustee seeks to hold on to the Coal
Lease Agreement in the event that coal prices rise, so that he may
then try to market Mining Permit #807-0385 at a higher value.  In
support of his contention that it is in the estate's interest, the
Trustee correctly testified that if the Coal Lease Agreement is
not assumed, the estate will lose its entitlement to payments from
Nally & Hamilton under the Wheelage Agreement.  However, Nally &
Hamilton is leaving the sites at which it has been mining and is
ceasing its mining in that area for a period of at least two to
five years, so after January 2013, the estate is not due to
receive any further payments under the Wheelage Agreement for that
time period or until Nally & Hamilton decides to return to the
sites. Accordingly, during that time period, the Coal Lease
Agreement will provide the estate with no income but will continue
to cause the estate to incur security and reclamation-related
expenses.

In essence, the judge said, the Chapter 11 Trustee's plans with
respect to the Coal Lease Agreement involve speculation and
contingencies -- whether the price of coal will rise again,
whether Nally & Hamilton will return to the site and begin making
payments again under the Wheelage Agreement, whether the estate
can market and sell Mining Permit #807-0385 -- but do not involve
any present action that will offer any benefit to the estate.  The
fact that the coal market has rebounded in the past is no
guarantee that coal prices will rise in the near future, during
which time, the estate will continue to expend funds on the site.
Finally, were the Trustee to assume the Coal Lease Agreement, the
sole result would be to hold the Smiths hostage to the vagaries of
the coal market.

James R. Golden, Esq., in Middlesboro, Kentucky, argues for
Bradley S. Smith and Susan D. Smith.

A copy of Judge Stair's Memorandum is available at
http://is.gd/2bA2J9from Leagle.com.

                         About Evans Coal

Evans Coal Corp. filed a voluntary Chapter 11 petition (Bankr.
E.D. Tenn. Case No. 11-35468) on Dec. 7, 2011, listing under $1
million in both assets and debts.  Following a hearing on Dec. 22,
2011, David H. Jones was appointed the Chapter 11 Trustee and has
acted in that capacity from that date.

The Chapter 11 Trustee is represented by:

          Michael W. Ewell, Esq.
          Kevin A. Dean, Esq.
          FRANTZ, McCONNELL & SEYMOUR, LLP
          550 West Main Street, Suite 500
          Knoxville, TN 37902
          Tel: 865-546-9321
          Fax: 865-541-4633
          E-mail: mewell@fmsllp.com
                  kdean@fmsllp.com

Moore & Brooks' James R. Moore, Esq. , in Knoxville, Tennessee,
argues for the Debtor.


EXIDE TECHNOLOGIES: Loses Bid to Reclaim Battery Mark from EnerSys
------------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Tuesday tossed a complaint brought by Exide
Technologies seeking to reclaim its battery trademark, finding it
was merely an attempt to circumvent an appeals court decision
awarding use of its mark to rival EnerSys Delaware Inc.

U.S. Bankruptcy Judge Kevin J. Carey granted EnerSys' motion to
dismiss the suit, ruling that Exide's main claim -- that Enersys'
rights under the original deal were claims discharged by
confirmation of Exide's Chapter 11 plan, the report related.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.


EXIDE TECHNOLOGIES: Court Dismisses Suit Against Enersys
--------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit on June 1, 2010,
issued an opinion determining that an agreement between Exide
Technologies and Enersys Delaware, Inc., governing the use of
certain trademarks licensed to Enersys was not an executory
contract and could not be rejected.  On Aug. 20, 2010, in an
attempt to circumvent the Court of Appeals' ruling, Exide filed a
complaint seeking a declaratory judgment about the effect of plan
confirmation upon the continued right of Enersys to use these
trademarks.  On Sept. 20, 2010, Enersys filed a motion to dismiss
the adversary proceeding, arguing that Exide is barred by
doctrines of res judicata, judicial estoppel, forfeiture and
laches.  Enersys also argues that Exide's claims fail on their
merits because (i) its rights are not "claims" that were
discharged by the Plan since Exide did not breach the Agreement
prepetition, and (ii) Bankruptcy Code Sec.1141(c) provides that
"property dealt with by the plan is free and clear of all claims
and interests of creditors, equity security holders, and of
general partners in the debtor" and Enersys is not a creditor,
equity security holder or general partner of the Debtor.

Bankruptcy Judge Kevin J. Carey agreed with Enersys and dismissed
the Complaint.

The case is, EXIDE TECHNOLOGIES, Plaintiff, v. ENERSYS DELAWARE,
INC., f/k/a ENERSYS, INC., Defendant, Adv. Proc. No. 10-52766
(Bankr. D. Del.).  A copy of Judge Gross' Jan. 8, 2013 Memorandum
is available at http://is.gd/LDcDVDfrom Leagle.com.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the
Debtors in their successful restructuring.  The Court confirmed
Exide's Amended Joint Chapter 11 Plan on April 20, 2004.  The
plan took effect on May 5, 2004.  While it has emerged from
bankruptcy, reorganized Exide continues to resolve claims filed
against it in the Bankruptcy Court.

                          *     *     *

As reported by the Troubled Company Reporter on Dec. 20, 2012,
Moody's Investors Service changed Exide's rating outlook to
negative from stable and affirmed Exide's Corporate Family and
Probability of Default Ratings at B3 and senior secured note
rating at B2. The Speculative Grade Liquidity Rating is affirmed
at SGL-3.


FANNIE MAE: Has $11.6-Billion Settlement With Bank of America
-------------------------------------------------------------
Fannie Mae announced a comprehensive resolution with Bank of
America, including a $10.3 billion agreement on existing and
prospective repurchase requests on a specified population of loans
and an additional payment of $1.3 billion to address servicing
issues.

The agreement covers current and future repurchase obligations
related to loans with an outstanding unpaid principal balance of
$297 billion as of Nov. 30, 2012, that were originated between
Jan. 1, 2000, and Dec. 31, 2008.  As part of the agreement, Bank
of America will make a cash payment to Fannie Mae of $3.55
billion.  In addition, Bank of America will repurchase
approximately 30,000 loans, which  have the potential to cause
significant future losses to Fannie Mae, paying par plus accrued
interest, for an additional approximately $6.75 billion, subject
to certain adjustments.  As a result of this resolution, the
amount of Fannie Mae's outstanding repurchase requests will
decrease substantially in the first quarter of 2013.

"A favorable resolution of this long-standing dispute between
Fannie Mae and Bank of America is in the best interest of
taxpayers," said Bradley Lerman, Executive Vice President and
General Counsel of Fannie Mae.  "Fannie Mae has diligently pursued
repurchases on loans that did not meet our standards at the time
of origination, and we are pleased to have reached an appropriate
agreement to collect on these repurchase requests."

Under the agreement, Bank of America remains liable for repurchase
obligations arising out of specified excluded defects (for
example, Fannie Mae Charter Act violations) and certain unresolved
servicing and indemnification obligations.  Bank of America also
will be responsible for certain payment and other obligations
related to mortgage insurance.

The comprehensive resolution also includes Fannie Mae's approval
of Bank of America's request to transfer the servicing rights of
approximately 941,000 loans from Bank of America to specialty
servicers.  Fannie Mae's approval of the transfer is consistent
with its strategy to leverage the enhanced loss mitigation
capabilities of specialty servicers to reduce credit losses on
high risk loans.

In addition to the $10.3 billion resolution and in connection with
Fannie Mae's approval of the servicing transfer, Bank of America
will pay Fannie Mae $1.3 billion to resolve loan servicing
compensatory fee obligations.

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

                         http://is.gd/glXNZj

                          About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reporte a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

The Company's balance sheet at June 30, 2012, showed
$3.19 trillion in total assets, $3.19 trillion in total
liabilities, and $2.77 billion in total equity.


FIRST PHILADELPHIA: Taps Maureen P. Steady as Counsel
-----------------------------------------------------
First Philadelphia Holdings, LLC, proposes to employ Maureen P.
Steady, Esq., to serve as counsel.

Ms. Steady will provide the Debtor with general legal
representation of the Debtor, prepare pleadings, represent the
Debtor in Bankruptcy Court and in dealings with creditors, and
will represent the Debtor in negotiating and confirming a
reorganization plan.

Ms. Steady received from the Debtor $7,440 for prepetition
services, the $1,213 filing fee and $3,3147 to be held in trust as
retainer.

In the Chapter 11 case, Ms. Steady will charge the Debtor on her
normal billing rate of $300 per hour.  Paralegal service will
charge $75 per hour.

Ms. Steady is a "disinterested person" as that term is defined
under 11 U.S.C. Sec. 101(14).

                     About First Philadelphia

First Philadelphia Holdings, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-39767) on Dec. 21, 2012.  The Debtor
scheduled $15,000,000 in assets and $10,346,981 in liabilities as
of the Chapter 11 filing.


FIRST PLACE: Completes Sale to Talmer Bancorp
---------------------------------------------
First Place Financial Corp., completed the sale of substantially
all of its assets, including all of the issued and outstanding
shares of common stock of the Company's wholly-owned subsidiaries,
First Place Bank and First Place Holdings, Inc., and certain other
assets held in the name of the Company but used in the business of
First Place Bank, to Talmer Bancorp, Inc., pursuant to the terms
of the Amended and Restated Asset Purchase Agreement, dated as of
Dec. 14, 2012.

In accordance with the Amended Purchase Agreement, the Purchaser
also assumed $60 million in subordinated notes issued to First
Place Capital Trust, First Place Capital Trust II and First Place
Capital Trust III and received the Company's common securities
issued by the Trust Preferred Issuers, certain tax assets, and all
cash and cash equivalents held by the Company.

In connection with the closing of the transactions contemplated by
the Amended Purchase Agreement, each of A. Gary Bitonte, William
A. Russell, Thomas M. Humphries, Earl T. Kissell, Marie Izzo
Cartwright, Frank J. Dixon and Robert L. Wagmiller resigned as
directors of First Place Bank, effective as of Jan. 1, 2013.
Following the sale of First Place Bank, the Company will file an
application with the Board of Governors of the Federal Reserve
System to deregister as a savings and loan holding company.

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) on Oct. 28, 2012, to sell its bank unit to Talmer
Bancorp, Inc., absent higher and better offers.  On Dec. 14, First
Place was given authorization to sell the 41-branch First Place
Bank, to Talmer.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA, as
legal counsel.  Donlin, Recano & Company, Inc., is the claims and
notice agent.


FIRSTFED FINANCIAL: Exit Plan Declared Effective Jan. 2
-------------------------------------------------------
The plan of reorganization of FirstFed Financial Corp became
effective on Jan 2, 2013, and the Company consummated its
reorganization under the Bankruptcy Code.

Pursuant to the Plan, all equity interests in the Company that
were outstanding prior to the Effective Date were automatically
cancelled as of the Effective Date and the obligations of the
Company with respect to those equity interests were discharged as
of the Effective Date.

The Bankruptcy Court approved the Chapter 11 Plan on November 13.
Holders of $157.8 million in debentures were to receive a recovery
of 16.7% to 24% through distribution of new stock.

Accordingly, the Company filed a Form 15 "Certification and Notice
of Termination of Registration Under Section 12(g) of the
Securities Exchange Act of 1934 or Suspension of Duty to File
Reports Under Sections 12 and 15(d) of the Securities and Exchange
Act of 1934" with the Securities and Exchange Commission and will
cease to be a reporting company under the Securities Exchange Act
of 1934, as amended.

Concurrent with the effectiveness of the Plan, the Company merged
with and into FirstFed Capital, Inc., a Maryland corporation.

                     About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank holding
company for First Federal Bank of California and its subsidiaries.
The Bank was closed by federal regulators on Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.


FREDERICK'S OF HOLLYWOOD: Amends 28.4 Million Resale Prospectus
---------------------------------------------------------------
Frederick's of Hollywood Group Inc. filed with the U.S. Securities
and Exchange Commission an amended Form S-3 relating to the resale
of up to 28,405,331 shares of the Company's common stock by TTG
Apparel, LLC.

The Company will not receive any proceeds from the sale of its
shares by the selling shareholder; however, the Company will
receive payment in cash upon exercise of certain warrants held by
that selling shareholder.

The Company's common stock is traded on the NYSE MKT under the
symbol "FOH."  The last reported sale price of the Company's
common stock on the NYSE MKT on Nov. 12, 2012, was $0.28 per
share.

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

                        http://is.gd/6Ncb32

                  About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million for the year
ended July 28, 2012, compared with a net loss of
$12.05 million for the year ended July 30, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $42.66
million in total assets, $48.44 million in total liabilities and a
$5.77 million total shareholders' deficiency.


FRIENDSHIP DAIRIES: Can Use Milk Proceeds Through April
-------------------------------------------------------
The U.S. Bankruptcy Court authorized Friendship Dairies to use
cash collateral to pay bona fide business expenses in accordance
with budget through April 30, 2013.

"Cash Collateral" shall consist of (a) cash proceeds from the sale
of milk after August 6, 2012; (b) cash proceeds received by the
Debtor from the sale of any mature milking cows after Aug. 6,
2012; and (c) silage harvested by Debtor from its growing crops
after Aug. 6, 2012, including silage harvested by the Debtor from
any crops planted after Aug. 6, 2012, along with any sales
proceeds received by the Debtor from the sale of any silage.
Silage generally consists of corn, sorghum, and wheat silage.

From the proceeds of the sale of mature milking cows, the Debtor
will be permitted to use $1,300 for each young cow that the Debtor
adds as a milking cow.  The Debtor will also be permitted to use
the proceeds of the sale of mature milking cows to purchase milk
cows.

The Debtor will pay monthly adequate protection to Frontier
Capital, Ltd. in the amount of $83,000 payable on the last day of
each calendar month through and including March 31, 2013.

Each week, the Debtor shall provide Frontier and AgStar Financial
Services, FLCA, with a report setting out its use of silage during
the previous week.  For each ton of silage used by the Debtor,
Debtor will earmark a portion of its revenue to be used only for
farming expenses.

AgStar is granted a post-petition replacement lien on the proceeds
from milk produced by Debtor postpetition and the products and
proceeds therefrom.  Frontier is granted a postpetition lien on
the livestock acquired by the Debtor postpetition.

The order provides that the Debtor will file its proposed Plan of
Reorganization by the end of January, 2013 and will attempt to
achieve confirmation of that Plan by the end of April, 2013.

                    AgStar, et al.'s Claims

For purposes of determining adequate protection, the bankruptcy
judge noted that:

   a. AgStar asserts a Petition Date claim in the approximate
amount of $18,400,000 (of which approximately $1,900,000 is
contingent) plus continuing interest and reimbursable charges.
AgStar had a senior lien on all of the Debtor's real estate and a
senior security interest in milking equipment and other assets.

   b. Frontier asserts a claim in the amount of $27,041,480.
Frontier had a security interest in Debtor's livestock that is
junior to the statutory liens of Gavilon Ingredients, LLC and
Dimmitt Flaking, LP.  Frontier had a senior security interest in
Debtor's growing crops and in Debtor's feed inventory

   c. Gavilon Ingredients, LLC asserts a claim in the amount of
$270,457.

   d. Dimmitt Flaking, LP asserts a claim in the amount of
$514,240.80.

   e. As to the milk that had been sold prior to the Petition
Date, but for which payment had not been received, and as to the
milk on hand as of the Petition Date, AgStar had a security
interest in the proceeds of such milk; so too did Gavilon
Ingredients, LLC, Dimmitt Flaking, LP, and Frontier.

                    Valuation of Debtor's Assets

The Court also ruled that, as of the Petition Date, the Debtor's
livestock had a value of approximately $12,551,350; and the
growing crops had a value between $1,750,000 and $3,428,400.  The
Debtor's real estate, milking equipment, and dairy equipment had a
fair market value of approximately $24,810,000 if a seller is not
under a compulsion to sell and based upon certain marketing period
assumptions.  There is evidence that a distressed sale domino
effect and adjustment for the prepayment fee may lead to AgStar
being less secured, but the Parties agree AgStar is oversecured.
The Debtor's milk had a value of $1,088,947.57.

Assuming the validity of AgStar's claim and liens, AgStar's claim
is fully secured by its liens and security interests in Debtor's
real estate, milking equipment, dairy equipment, and other assets.
The Court makes no finding on the amount of any equity cushion at
this time and notes that AgStar's secured position can change with
the passage of time.  The parties agree that Gavilon Ingredients'
claim is fully secured by its statutory lien against the Debtor's
livestock.

Assuming the validity of AgStar's claim and liens, AgStar's claim
is fully secured by its liens and security interests in Debtor's
real estate, milking equipment, dairy equipment, and other assets.
The Court made no finding on the amount of any equity cushion at
this time and notes that AgStar's secured position can change with
the passage of time.

The Parties agreed that Gavilon Ingredients' claim is fully
secured by its statutory lien against Debtor's livestock. The
value of the livestock provides Gavilon Ingredients with an equity
cushion of approximately 4,600%, even without taking into
consideration the value of any other assets against which Gavilon
Ingredients' statutory lien would have attached.

The parties agreed that Dimmitt Flaking's claim is fully secured
by its statutory lien against Debtor's livestock. After reducing
the livestock value by the amount of Gavilon Ingredient's claim,
the remaining value of the livestock provides Dimmitt Flaking with
an equity cushion of approximately 2,400%, even without taking
into consideration the value of any other assets against which
Dimmitt Flaking's statutory lien would have attached.

Frontier is not fully secured.  The value of Frontier's secured
claim is limited to the value of its collateral.  The Court was
not presented with a complete analysis of all Frontier's
collateral; therefore, there is no basis for the Court to make a
determination of the exact amount of Frontier's secured claim.
However, for the purpose of determining adequate protection for
the use of cash collateral, the parties have agreed to use a
stipulated amount of $15,979,750.

               Debtor Wants to Use Insurance Proceeds

Friendship Dairies also has filed a motion seeking to use
postpetition cash collateral consisting of casualty insurance
proceeds.  The insurance proceeds are represented by two checks
jointly payable to Friendship Dairies and McFinney Agri-Finance.

One check is in the amount of $198,213.51 and the other check is
in the amount of $556,951.49, for a total of $755,165.  The checks
represent payment for damage to Debtor's milk barns and other
realty improvements caused by hail on Sept. 14, 2011.

McFinney Agri-Finance has an interest in these insurance proceeds
by virtue of its lien against Debtor's land and improvements.
Accordingly, the insurance proceeds represent cash collateral in
which McFinney Agri-Finance has an interest.

The proposed use of the cash collateral in completing wells on the
land that already serves as McFinney Agri-Finance's collateral
will only increase the value of the land.  Accordingly, the
proposed use of cash collateral merely transforms the cash
collateral from one type of asset to another, the Debtor said.

AgStar Financial Service, FLCA, the duly appointed and acting loan
servicer and power of attorney for McFinney Agrifinance, is
represented by:

         John O'Brien, Esq.
         Brian P. Gaffney, Esq.
         SNELL & WILMER L.L.P.
         1200 Seventeenth Street, Suite 1900
         Denver, CO 80202-5854
         Phone: (303) 634-2000
         Fax: (303) 634-2020
         E-mail: jobrien@swlaw.com
                 bgaffney@swlaw.com

                   About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


GENE CHARLES: Must Resolve Entry Into Pipeline Agreements with CFL
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia has ordered debtor Gene Charles Valentine Trust and
Catholic Financial Life to submit a stipulation or agreed order
resolving the Debtor's emergency motion to enter into certain
pipeline right-of-way agreements, roadway easement agreements, and
surface use agreement & to use cash collateral, and the objection
filed thereto by Catholic Financial Life.

Catholic Financial, one of the Debtor's secured creditors, has a
security interest in the Aspen Manor properties (including acreage
that will be disturbed by the construction of the pipeline and
road) as well as apparently the Subsurface Assets underneath such
Aspen Manor properties.  Catholic Financial also has a security
interest in the rents and royalties or other proceeds from the
Aspen Manor properties and Subsurface Assets.

As reported in the TCR on Jan. 8, 2013, the Debtor asked the
Bankruptcy Court for authorization to enter into Pipeline Right-
of-Way Agreements, Roadway Easement Agreements, and Surface Use
Agreements with Appalachia Midstream Services, L.L.C. ("AMS") and
to use the cash collateral proceeds of the Pipeline Agreements,
inter alia, to fund the Debtor's administrative Chapter 11
expenses, trustee's fees, as well as costs of operations.

                   About Gene Charles Valentine

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

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

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

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


GLOBAL ARENA: Raises $250,000 from Securities Sale
--------------------------------------------------
Global Arena Holding, Inc., and its wholly owned subsidiary,
Global Arena Investment Management, LLC, entered into a securities
purchase agreement with FireRock Capital, Inc., pursuant to which
FireRock purchased 714,286 shares of the Company's common stock,
par value $0.001, and membership interests representing 25% of
GAIM, which are currently owned by the Company for gross proceeds
of $250,000.

Pursuant to the Purchase Agreement, on or before Dec. 31, 2014,
FireRock may opt to sell back to the Company 285,715 of the shares
of Common Stock and the Membership Interests in GAIM for a total
of $100,000.  Upon notice of the desire to exercise the repurchase
right, the Company will have 30 days to make this payment.

In addition, the Purchase Agreement provides that on or before the
later of (i) such time as FireRock has completed due diligence to
its satisfaction, which shall be completed no later than Jan. 22,
2013, or (ii) such time as the Company has obtained any and all
required regulatory approvals to effectuate the transfer of the
membership interests, FireRock may opt, at its discretion, to sell
back to the Company the membership interests and 428,571 of the
shares of common stock for a total of $150,000.  Upon notice of
the desire to exercise the repurchase right, the registrant shall
have 30 days to make this payment.

The Company also granted FireRock piggyback registration rights
with respect to the shares of Common Stock and Membership
Interests pursuant to the Purchase Agreement.

A copy of the Securities Purchase Agreement is available at:

                        http://is.gd/sNmfZu

                         About Global Arena

New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware.  The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:

Global Arena Investment Management LLC provides investment
advisory services to its clients.  GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker.  Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions.  Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees.  GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor.  Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.

Wei, Wei & Co., LLP, in New York, N.Y., expressed substantial
doubt about Global Arena'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 since inception, experiences a
deficiency of cash flow from operations and has a stockholders
deficiency.

The Company's balance sheet at Sept. 30, 2012, showed $1.09
million in total assets, $2.35 million in total liabilities and a
$1.26 million total stockholders' deficiency.


GOLDEN GUERNSEY: Liquidates After Incurring $50-Mil. Debt
---------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that private equity-
owned milk processor Golden Guernsey Dairy LLC filed a Chapter 7
bankruptcy petition in Delaware on Tuesday, deciding to liquidate
after failing to cut expenses in the face of demand for cheaper
dairy products.

The Waukesha, Wis.-based company, which is owned by OpenGate
Capital LLC, estimated both assets and debts between $10 million
and $50 million in its petition, the report said, citing court
documents.

"We have to make realistic decisions about our investments, and
the reality is that the Golden Guernsey business was unable to
achieve financial autonomy...," the report related.

                      About OpenGate Capital

OpenGate Capital, LLC -- http://www.opengatecapital.com-- is a
global private investment firm specializing in the acquisition and
operation of businesses seeking revitalization through growth and
operational improvements.  Established in 2005, OpenGate Capital
is headquartered in Los Angeles, California and maintains offices
in Paris, France and Sao Paulo, Brazil.


GORDIAN MEDICAL: Seeks to Retain Control of Chapter 11
------------------------------------------------------
Gordian Medical, Inc., dba American Medical Technologies Inc.,
sought and obtained extension of its exclusive right to file a
plan of reorganization, the American Bankruptcy Institute
reported.  Rachel Feintzeg of Dow Jones' DBR Small Cap also
reported that American Medical is seeking an extension of its
exclusive right to file a bankruptcy-exit plan as the company
works to resolve key disputes with the Centers for Medicare and
Medicaid Services and the Internal Revenue Service.

The Debtor has until Jan. 14, 2013, to file its Chapter 11 plan
and accompanying disclosure statement and until March 5, 2013, to
solicit acceptances of that plan.

                     About Gordian Medical

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

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

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

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


GUITAR CENTER: Martin Hanaka Named Director, Interim CEO
--------------------------------------------------------
The Board of Directors of Guitar Center, Inc., appointed Martin
Hanaka to serve as a member of the Board of Directors, filling a
vacancy created by the departure of Gregory Trojan in October
2012.

As part of his duties as a member of the Board of Directors, Mr.
Hanaka will serve as the interim Chief Executive Officer of the
Company.  Mr. Hanaka replaces Gene Joly - Executive Vice President
of Stores, Tim Martin - Executive Vice President and Chief
Financial Officer, and Erick Mason - Executive Vice President and
Chief Strategy Officer, who jointly functioned as the Office of
the Chief Executive following Gregory Trojan's resignation as
Chief Executive Officer in October 2012.  Messrs. Joly, Martin and
Mason will remain with the Company in their aforementioned
principal roles.

Mr. Hanaka, age 63, has been Advisor of Golfsmith International
Holdings Inc. since November 2012.  Mr. Hanaka previously served
as a director and Chairman of the Board of Directors of Golfsmith
International Holdings Inc. from April 2007 to November 2012,
Chief Executive Officer from June 2008 to November 2012 and
President from June 2008 to February 2012.

For his services as a member of the Board of Directors of the
Company, Mr. Hanaka will receive base compensation equal to $1
million per year, which amount will be pro-rated based on the
length of time he serves on the Board of Directors and as interim
Chief Executive Officer, provided that Mr. Hanaka will be
compensated for a minimum of three months.  He will also be
eligible for an annual bonus of up to $400,000, which bonus
opportunity will also be pro-rated based on the length of his
service on the Board of Directors and as interim Chief Executive
Officer.  The actual bonus to be awarded to Mr. Hanaka, if any,
will be determined by the Compensation Committee of Guitar Center
Holdings, Inc., the Company's parent company, based on performance
against financial, organizational and operational objectives to be
agreed upon between the Compensation Committee and Mr. Hanaka.
Mr. Hanaka will also be reimbursed for certain expenses, including
expenses relating to travel to and from his residence in Florida
and living expenses while working at the Company's executive
offices in Westlake, California.

                        About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its Web sites.  It
operates three distinct musical retail business - Guitar Center
(about 70% of revenue), Music & Arts (about 7% of revenue), and
Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.

The Company reported a net loss of $236.94 million in 2011, a net
loss of $56.37 million in 2010, and a net loss of $189.85 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $1.82 billion
in total assets, $1.94 billion in total liabilities and a $122.39
million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its annual report for the year ended
Dec. 31, 2011, that its ability to make scheduled payments or to
refinance its debt obligations depends on the Company and
Holdings' financial and operating performance, which is subject to
prevailing economic and competitive conditions and to certain
financial, business and other factors beyond its control.  The
Company cannot provide any assurance that it will maintain a level
of cash flows from operating activities sufficient to permit it to
pay the principal, premium, if any, and interest on its
indebtedness.

If the Company cannot make scheduled payments on its debt, the
Company will be in default and, as a result:

   * its debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under the Company's senior secured credit
     facilities could terminate their commitments to lend the
     Company money and foreclose against the assets securing their
     borrowings; and

   * the Company could be forced into bankruptcy or liquidation.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.


HALCON RESOURCES: Moody's Rates $400-Mil. Add-On Notes 'B3'
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Halcon's
proposed $400 million add-on notes. Moody's also placed Halcon
Resources' B2 corporate family rating and B3 senior unsecured
notes rating under review for downgrade. The outlook was
previously stable. Roughly $300 million of the proceeds from the
new notes are expected to be used to pay down the revolving credit
facility balance and the rest for general corporate purposes,
including funding a portion of 2013 capital expenditure program.

"The initiation of the review reflects our view that leverage on
production and reserves is increasing beyond Moody's previous
expectations," said Stuart Miller, Moody's Vice President. "As a
consequence, the company's execution risk in implementing its
rapid growth strategy has gone up and its financial policies have
become more aggressive. Moody's will conclude the review after
evaluating Halcon's 2013 budget and 2012 year-end reserve and
production report."

Ratings Rationale

Pro-forma for the add-on bond offering, Halcon's debt to average
daily production and debt to proved developed reserves will be at
levels that are inconsistent with a B2 CFR. When the initial
rating was assigned in June 2012, Moody's expected leverage to
decline as Halcon developed its properties. However, increasing
amounts of debt have out-paced reserve and production growth to
the point where leverage has increased, reflecting a more
aggressive financial policy than what was originally envisioned.
Unless the trend reverses significantly in the near term through
reserve and production growth, a downgrade of its CFR to B3 is
appropriate.

After the completion of the add-on notes, Halcon is expected to
have adequate liquidity to finance its negative free cash flow
through 2013. As of September 30, 2012, and pro-forma for the add-
on notes offering, Halcon will have approximately $486 million of
cash on hand and $850 million of availability under its credit
facility. The credit facility matures in Feb 2017 and has two
financial covenants: a minimum interest coverage ratio of 2.5x and
a minimum current ration of 1.0x. Moody's projects Halcon to have
adequate headroom on these two covenants in the next 12 months.
Secondary liquidity is limited since 80% of the company's reserves
are mortgaged as collateral and there is a negative pledge on the
un-mortgaged properties.

Halcon Resources Corporation is an independent exploration &
production company based in Houston, Texas.

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


HAMPTON CAPITAL: 341 Meeting of Creditors on Feb. 11
----------------------------------------------------
There's a meeting of creditors in the Chapter 11 case of Hampton
Capital Partners, LLC, doing business as Gulistan Carpets, on
Feb. 11, 2013, at 11:00 a.m.  Proofs of claim are due May 12,
2013, according to a notice filed in Court.

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

The Company has already filed its schedules, disclosing assets of
$27.8 million and liabilities totaling $50.8 million.  The company
owes $10 million on first-lien debt owing to Bank of America NA.
There is $18.2 million owing on second-lien debt to parent Ronile
Inc. A copy of the schedules filed with the petition is available
at http://bankrupt.com/misc/ncmb13-80015.pdf

The Debtor's statement of financial affairs is due Jan. 21, 2013.

                   Creditors Committee Formation

U.S. Bankruptcy Administrator Michael D. West has asked the top
unsecured creditors to submit by Jan. 19 their indications of
interest to become part of the official committee of unsecured
creditors via fax or e-mail:

         Michael D. West
         U.S. Bankruptcy Administrator,
         Attn: Ms. Gattis,
         PO Box 1828, Greensboro, N.C. 27402
         Fax: 336-358-4185
         E-mail: susan_gattis@ncmba.uscourts.gov

                      First Day Motions

Over the past five years, the Debtor has incurred losses due
primarily to the downturn in the real estate market and the
corresponding decline in demand for its carpets. In 2011, the
Debtor sold the Turnersburg Facility in an attempt to reduce its
fixed costs. However, the sale did not return the Debtor to
profitability, and the continuing economic downturn resulted in
its inability to pay its secured and unsecured debt in a timely
fashion.

Bankruptcy Judge Catharine R. Aron will convene a hearing on the
first day motions on Feb. 7, 2013.  Pleadings filed by the Debtor
include:

   -- a request to establish procedures to determine
      administrative expenses under 11 U.S.C. Sec. 503(b)(9)

   -- applications to employ Getzler Henrich & Associates LLC as
      financial consultant and Northen Blue, LLP, as counsel.

   -- motions to continue using its bank account, pay prepetition
      wages of employees, and establish procedures for providing
      adequate assurance of payment to utilities; and

   -- a motion to incur postpetition financing.

               About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

Northen Blue, LLP, serves as counsel to the Debtor.


HAMPTON CAPITAL: Proposes Getzler Henrich as Advisor
----------------------------------------------------
Hampton Capital Partners, LLC, is seeking Bankruptcy Court
approval to hire Getzler Henrich & Associates LLC as financial
consultant.

Getzler will, among other things, give the Debtor advice with
respect to the operation of its business, including an evaluation
of the desirability of the continuance of the business,
development of its restructuring options and determination of the
Debtors' cash requirements in the absence of sales prospects, the
ability and means which some or all of the assets could be
refinanced or liquidated, and any other matter relevant to the
case or to the formulation of a plan.

The firm's consulting fees will be billed on an hourly basis:

    Principal / Managing Director      $475 to $595
    Director / Specialists             $364 to $515
    Associate Professionals           $150 to $365

Travel time is billed at 50% of the hourly rate.

The hourly rate of L. Frank Melazzo, a managing director in the
firm's Charlotte office, is $400 for this assignment, which
represents a 25% discount to his customary billing rate.

The firm will also seek reimbursement of out-of-pocket expenses.

Getzler represents no other entity in connection with the Chapter
11 case, represents or holds no interest adverse to the interest
of the estate, and is "disinterested" as that term is defined in
U.S.C. Sec. 101.

The firm may be reached at:

         GETZLER HENRICH & ASSOCIATES LLC
         401 North Tryon Street, 10th Floor
         Charlotte, NC 28202
         Tel: 704-998-5546
         Fax: 704-998-5301
         http://www.getzlerhenrich.com

               About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.


HAMPTON CAPITAL: Has $2.6-Mil. in DIP Financing From BofA
---------------------------------------------------------
Hampton Capital Partners, LLC, is seeking Bankruptcy Court
approval to incur postpetition financing from its existing first-
lien lender, Bank of America.

Bank of America, already owed $10 million on a first-lien debt,
has agreed to provide the Debtors liquidity to fund the Chapter 11
effort on these terms:

  -- During the period from the Petition Date through and
including Feb. 8, 2013, the Debtor may obtain credit extensions
only to the extent necessary to avoid immediate and irreparable
harm to the Debtor, which will mean proceeds of DIP loan advances
(in) an aggregate amount of $2,624,119 sued for purposes specified
in the budget, and (ii) to reduce the amount of the prepetition
debt to the extent of use or sale of prepetition inventory.

  -- BofA will be granted, among other things, security interests
in the Debtor's assets, replacement liens, and administrative
priority status for the DIP obligations.

  -- The Debtor would be authorized to use proceeds of the DIP
loans to pay professional expenses, the DIP lender would commite
to fund certain "unwind expense".

The Debtor's parent, Ronile, Inc., owed on a promissory will be
granted replacement liens to the extent of any decrease in value
of its prepetition liens caused by the Debtor's use of its
collateral.

The Debtor believes that the proposed DIP Agreement will provide
the Debtor with sufficient liquidity to continue operations for
the purpose of converting raw materials and work in process into
more salable goods, which shall maximize the value of the estate's
assets in an eventual sale, as well as provide the ability to pay
the administrative expenses in this Chapter 11 case.

               About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

The Debtor has tapped Getzler Henrich & Associates LLC as
financial consultant and Northen Blue, LLP, as counsel.


HAMPTON CAPITAL: Proposes Northen Blue as Counsel
-------------------------------------------------
Hampton Capital Partners, LLC, is seeking Bankruptcy Court
approval to hire John A. Northen, Esq., and the firm of Northen
Blue, LLP, as attorneys.

The firm received an initial retainer from the Debtor in the
amount of $50,000, of which $49,463 has been expended in payment
of prepetition services and expenses.  The unexpended balance of
the retainer is held by Bankruptcy Counsel as security for
postpetition fees and expenses as may be allowed by the Court.

The firm represents no other entity in connection with this case,
represents or holds no interest adverse to the interest of the
estate with respect to the matters on which it is to be employed,
and is disinterested as that term is defined in 11 U.S.C. Sec.
101(14).

               About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.


HAMPTON ROADS: Former Maryland Bank CFO Sewell Joins Marketing
--------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that Jean H. Sewell has
joined Shore Bank as Senior Vice President - Director of
Marketing, reporting to Thomas Mears, President & CEO of Shore
Bank.  In addition to her role in Marketing, Ms. Sewell will be
responsible for Treasury Management Services, which include sweep
accounts, remote deposit capture and lockbox services, for both
Shore Bank and BHR.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "We continue to
not only build the premier lending team in the region, but also
ensure that we have the best people in other key areas such as
Marketing and Treasury Management.  Jean has over 30 years of
banking experience, with a proven track record in marketing,
auditing, finance, and administration.  She is ideally suited to
lead our marketing efforts and to grow our business that serves
the Treasury Management needs of our clients."

Prior to joining Shore Bank, Ms. Sewell was Executive Vice
President and Chief Financial Officer of The National Bank of
Cambridge in Cambridge, MD.  From 2007 to 2010, she was Senior
Vice President and Regional Manager for PNC Bank in Fruitland, MD.
From 2000 to 2007, Ms. Sewell was Senior Vice President and
Director of Marketing for Mercantile Peninsula Bank in Fruitland,
MD.  From 1992 to 2000, she served in Finance and Administration
positions with The Bank of Fruitland.  From 1987 to 1992, Ms.
Sewell served in auditing and financial analysis positions with
Second National Federal Bank in Salisbury, MD.

Ms. Sewell earned a B.S. in Accounting from Salisbury State
University and is currently pursuing an MBA from Wilmington
University.  She is a Certified Public Accountant and a Certified
Financial Marketing Professional and a member of the Maryland
Association of Certified Public Accountants, the American
Institute of Certified Public Accountants, the Institute of
Certified Bankers and the Financial Managers Society.  Throughout
her career, Ms. Sewell has also been active in a number of civic
and community organizations, including the Salisbury Area Chamber
of Commerce and the Rotary Club.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.


HD SUPPLY: Moody's Hikes Corp. Family Rating to 'B3'
----------------------------------------------------
Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS")
corporate family rating to B3 from Caa1 and its probability of
default rating to B3 from Caa1. This rating action results from
our expectations that HDS will refinance a significant portion of
its senior subordinated notes due 2015, effectively extending the
remainder of its maturities by at least two years to 2017. Moody's
also anticipates ongoing improvement in operating performance over
the intermediate term that should result in interest coverage
sustained above 1.0 times, a key credit threshold which Moody's
previously identified as a potential trigger for positive rating
actions. In a related rating action, Moody's upgraded all of HDS'
debt instrument ratings by one notch, and assigned a Caa2 rating
to the company's proposed senior subordinated notes due 2021.
Proceeds from the note issuance will be used to refinance about
$600 million of HDS' $889 million senior subordinated notes due
2015 and to pay $50 million in accrued interest and related fees
and expenses. The rating outlook is stable.

The following ratings/assessments were affected by this action:

  Corporate Family Rating upgraded to B3 from Caa1;

  Probability of Default Rating upgraded to B3 from Caa1;

  1st Lien Term Loan B due 2017 upgraded to B1 (LGD2, 28%) from
  B2 (LGD3, 30%);

  1st Lien Sr. Sec. Notes due 2019 upgraded to B1 (LGD2, 28%)
  from B2 (LGD3, 30%);

  2nd Lien Sr. Sec. Notes due 2020 upgraded to B3 (LGD4, 52%)
  from Caa1 (LGD4, 54%);

  Sr. Unsec. Notes due 2020 upgraded to Caa1 (LGD5, 74%) from
  Caa2 (LGD5, 75%);

  Sr. Sub. Notes due 2015 upgraded to Caa2 (LGD6, 93%) from Caa3
  (LGD6, 93%); and,

  Sr. Sub. Notes due 2021 assigned Caa2 (LGD6, 93%).

  Speculative grade liquidity rating affirmed at SGL-3.

Ratings Rationale

The upgrade of HDS' corporate family rating to B3 from Caa1
results primarily from improvement in the company's maturity
profile following the proposed refinancing of about $600 million
of its senior subordinated notes due 2015 with $650 million of new
senior subordinated notes due 2021. The balance of proceeds from
the notes issuance will be used to pay accrued interest and
related fees and expenses. This transaction addresses the
significant refinancing risk facing HDS, which was a key rating
constraint. Since the aggregate principal balance of the
subordinated notes will fall below $450 million following the
proposed refinancing, the maturities of the company's secured debt
facilities are triggered and extended to 2017 and beyond.
Specifically, HDS' revolving credit facility is extended to April
2017, and Moody's believes that HDS will maintain sufficient
borrowing capacity to give it the ability to redeem the remaining
$289 million in senior subordinated notes that come due in
September 2015. Additionally, the maturity of the senior secured
term loan is extended to October 2017, the first-lien senior
secured notes to April 2019 and the second-lien senior secured
notes to April 2020. The extended maturity profile provides an
offset to the company's fragile credit metrics.

Despite Moody's expectations for better operating performance,
HDS' key credit metrics remain weak relative to the B3 corporate
family rating. The proposed transaction is essentially leverage
neutral, with no discernable change operating or leverage metrics.
For the 12 months ended October 28, 2012, interest coverage
defined as (EBITDA - Capex)-to-interest expense was 0.9 times.
Better operating results over the next 12 to 18 months should
translate into interest coverage sustained above 1.0 times. HDS'
pro forma debt-to-EBITDA at the end of 3Q12, which reflects the
$930 million of debt reduction that occurred in early November
2012, was about 8.6 times. All ratios incorporate Moody's standard
adjustments. HDS has significant negative tangible net worth.
Moody's recognizes that operating performance is improving on a
year-over-year basis. However, absolute levels of earnings and
ability to generate cash from operations pale in comparison to the
company's large debt service requirements, with year-to-date cash
interest payments through October 2012 amounting to $576 million.

The change in rating outlook from positive to stable reflects
Moody's views that HDS' current liquidity profile, which is
characterized by cash on hand and revolver availability totaling
approximately $982 million in aggregate at 3Q12, provides an
offset to weak leverage metrics. Good availability under the
revolver gives HDS the ability to redeem the remaining $289
million of subordinated debt when it comes due in September 2015,
while providing the financial flexibility to contend with
operating cash shortfalls.

The one-notch rating upgrade for each of HDS' rated debt
instruments results from the improvement in the company's
corporate family rating.

The Caa2 rating assigned to the proposed senior subordinated notes
due 2021, which will rank pari passu with the existing senior
subordinated debt, is two notches below the corporate family
rating. These notes are structurally the most junior committed
debt in HDS' capital structure and are subordinated to about $6.2
billion of more senior credit facilities.

The ratings could be upgraded if HDS demonstrates further
improvement in operating performance such that its interest
coverage defined as (EBITDA -- Capex)-to-interest expense trends
towards 2.0 times while debt-to-EBITDA nears 6.0 times
(incorporating Moody's standard adjustments). A better liquidity
profile would also support positive ratings momentum. A
sustainable recovery in the domestic economy should result in
stronger demand especially in the construction end market, a key
driver for HDS, which would likely translate into better earnings.

Developments that could lead to downward rating pressures include
any erosion in the company's financial performance due to a
downturn in its end markets. Deterioration in HDS' liquidity
profile could also negatively impact the ratings.

The principal methodology used in rating HD Supply was the Global
Distribution and Supply Chain Services Industry Methodology,
published in November 2011. Other methodologies used include Loss
Given Default for Speculative Grade Non-Financial Companies in the
US, Canada, and EMEA, published June 2009.

HD Supply, Inc. ("HDS") is one of the largest North American
industrial distributors supporting residential and non-residential
construction and, to a lesser extent, electrical consumption and
repair and remodeling. HDS also provides maintenance, repair and
operations ("MRO") services. Its businesses are organized around
three segments: Infrastructure and Energy; Maintenance, Repair &
Improvement; and, Specialty Construction. HDS operates throughout
the U.S. and Canada serving contractors, government entities,
maintenance professionals, home builders and professional
businesses. The Carlyle Group, Bain Capital, and Clayton, Dubilier
& Rice, through their respective affiliates (collectively the
"Sponsors"), are the primary owners of HDS. The Home Depot, Inc.
retains a 12.5% minority ownership in HDS. Revenues for the 12
months through October 28, 2012, excluding divested businesses,
totaled approximately $7.7 billion.


HD SUPPLY: S&P Assigns 'CCC+' Rating to $650MM Sr. Sub. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' unsecured
debt rating to HD Supply Inc.'s proposed offering of $650 million
senior subordinated notes due 2021.  The recovery rating on the
notes is '6', indicating S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.  The 'B'
corporate credit rating and stable outlook on Atlanta-based HD
Supply are unaffected.  "We expect the industrial distribution
company to use proceeds to pay down balances outstanding on its
existing subordinated debt due 2015.  By reducing balances on its
existing subordinated debt, HD Supply will no longer be subject to
springing maturity on other debt issues. Pro forma for the
proposed transaction, we expect credit measures to remain
unchanged," S&P said.

The ratings on privately owned HD Supply reflect the company's
"satisfactory" business risk profile as a major industrial
distributor of infrastructure and energy, maintenance, repair and
improvement, and specialty construction products.  The rating also
reflects the company's "highly leveraged" financial risk profile
and the impact on its operating performance arising from the
protracted weakness in U.S. construction activity.  However, the
company's business-line diversity, leading market positions, and
operational scale to weather the construction downturn partly
offset these factors.  Although Standard & Poor's remains cautious
about the potential recovery in the construction cycle, HD Supply
continues to expand its share of sales in the maintenance, repair,
and operations and infrastructure markets and reduce the effect of
the weak construction markets on its near- to intermediate-term
operating performance.  Its capital structure has about $6 billion
of funded debt.

RATINGS LIST

HD Supply Inc.
Corporate Credit Rating                   B/Stable/--

New Ratings

HD Supply Inc.
$650 mil sub. notes due 2021              CCC+
  Recovery Rating                          6


HEMCON MEDICAL: Has Interim Use of Cash Collateral
--------------------------------------------------
Judge Elizabeth Perris authorized, in an 8th interim order, HemCon
Medical Technologies, Inc., to use cash collateral of Bank of
America, N.A., as administrative agent for the lenders of the
Debtor, until the close of business on the day that next hearing
on the motion is held.  The date of the next hearing was not
disclosed.

In any event, the Debtor's right to use cash collateral will
terminate at the end of the 5th business day following delivery by
the Bank to Debtor, its counsel, the United States Trustee, and
counsel to any official committees in the case of a written notice
of default.

On the Petition Date, Debtor's obligations to Bank totaled
$22.6 million.

As adequate protection, BofA is granted liens and security
interests upon all existing and after-acquired property of the
estate.

To the extent the security interests prove to be inadequate, the
bank will, pursuant to 11 U.S.C. Section 507(b), be entitled to an
administrative expense claim under Sections 503(b) and 507(a)(2).

                 About HemCon Medical Technologies

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

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

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

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

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


HEMCON MEDICAL: To Split Into Two Companies Under Plan
------------------------------------------------------
The disclosure statement explaining HemCon Medical Technologies,
Inc.'s First Amended Chapter 11 Plan of Reorganization provides
that the Debtor will reorganize into two companies.  All of the
existing assets and liabilities will remain within Debtor with the
exception of those assets and rights that relate to Debtor's
lyophilized human plasma program ("LyP") Product and certain cash
funds.  These LyP assets and rights whether licensed or owned,
including all respective IP, will be assigned into a new company,
NewCo, which will be independent to HemCon and the Reorganized
Debtor.

The objective of post-confirmation operations will be to maximize
the value of the business in order to sell it in whole or part to
pay down the Secured Creditors over a Transition Period of three
years.

The secured debt of the Company is held by three different lenders
(Bank of America, Bank of the West, and Silicon Valley Bank).  The
Bank filed a Proof of Claim as a secured Creditor in the sum of
$22,720,035.37 as of the Petition Date, including principal,
interest, fees, and costs.

Debtor's schedules list 42 General Unsecured Creditors with Claims
of approximately $39 million.  Three of those Creditors' Claims,
in an amount over $35 million, of which the largest is Marine
Polymer at $34.2 million relating to the patent litigation case,
are scheduled as contingent, unliquidated, or disputed.  Bank will
have an Unsecured Claim for the difference between its Secured
Claim and its total claim.  There are 27 Unsecured Creditors
listed in the schedules with claims of $5,000 or less.

Pursuant to the Plan terms, the Class 3 Allowed Secured Claim of
Bank of America, as Administrative Agent, will be paid by
Reorganized from proceeds received after the Effective Date by
Reorganized Debtor or its affiliates or subsidiaries on or in
respect of the Bard Transaction (referring to the APA to sell the
GuardIVa(R) product to Bard Access Systems, Inc.); and net
proceeds from the sale or disposition by  Reorganized Debtor of
its remaining assets, after satisfaction of the Allowed Class 7
Washington County Secured Claim from the proceeds of the sale of
Reorganized Debtor's equipment and payment of Reorganized Debtor's
operating expenses, expenses of sale, and compensation owing to
the Plan Agent.  The remaining amount of the Claim of holders in
excess of the amounts paid will be treated as a Class 4 General
Unsecured Claim.

Each holder of a Class 4 General Unsecured Claim will receive one
share of Common Stock in NewCo in exchange for each $50 of its
Allowed Class 4 Claim and the right to acquire, under certain
conditions, shares of Series A Preferred Stock.

Each holder of an Allowed Class 5 Claim (Small Unsecured Claims
$5,000 or less) will be paid in Cash 30% of the Allowed amount of
such Claim within 60 days following the later of (a) the Effective
Date, or (b) the Allowance Date.

The Equity Securities of the Class 6 Equity Security Holders will
not be canceled, but the holders of Equity Securities will not be
entitled to any distributions unless all other Creditors are paid
in full.  Equity Security Holders will have the right, at any time
until 30 days after the Effective Date to subscribe to purchase
Series A Preferred Stock in NewCo.

On and after the Effective Date, NewCo will offer for sale up to
4,000,000 shares of Series A Preferred Stock to investors,
including holders of Class 4 Claims and Equity Security Holders.

                 About HemCon Medical Technologies

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- maintains a a 32,000 square-foot
manufacturing facility in Portland for the manufacture of its
chitosan-based wound care products and LyP for clinical trials.
HemCon also holds 100% of the outstanding stock of Castlerise
Investment Limited, which is the holding company of its wholly-
owned subsidiary, HemCon Medical Technologies Europe, Ltd.,
headquartered in Dublin, Ireland.

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

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

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

Robert D. Miller Jr., U.S. Trustee for Region 18 appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of HemCon Medical Technologies, Inc.  The
Committee has appointed Marine Polymer as its chair.




HOSTESS BRANDS: Court Rejects ACE American's Arbitration Bid
------------------------------------------------------------
Bankruptcy Judge Robert D. Drain denied the request of ACE
American Insurance Company to compel arbitration related to
Hostess Brands Inc.'s motion to use ACE's cash collateral.

"I conclude, in exercising my discretion with respect to this core
matter under 28 U.S.C. section 157(a)(2) (and it is
'substantially' core under the arbitration/bankruptcy court
analysis), that the issues, which substantially affect both
bankruptcy policy as well as the conduct of this case, are such
that even if the parties did, in fact, agree to arbitrate the cash
collateral issue, and, further, that Congress did not intend to
preclude the arbitration of this issue, having considered the
nature of the claim and the facts of this case, clearly the whole
dispute (and even the portion of dispute which would not result in
anything more than providing a data point for the Court in
deciding the dispute), should not be determined by an arbitration
panel," Judge Drain said.

"To do so would seriously jeopardize the objectives of the
Bankruptcy Code as expressed in section 363(c) and (e) and
conflict with the integrity of the bankruptcy process in this
case. So I'll deny the motion."

Hostess Brands on Nov. 5 sought authority to use cash collateral
of ACE American pursuant to section 363(c) of the Bankruptcy Code,
and, as applicable, sections 361 (dealing with adequate
protection) and 105.  The motion was adjourned on consent to
January 2013.  However, in the meantime ACE moved to compel
arbitration of what it terms a contract dispute underlying the
cash collateral motion.

The Debtors agreed to provide the cash collateral to the ACE
Companies for purposes of securing their obligations under prior
agreements, including the agreement to pay deductibles, that the
Debtors owe to the ACE companies under their insurance program.
Those obligations continue to accrue, although the policies have
now been replaced or expired.

A copy of Judge Drain's Jan. 7, 2013 Modified Bench Ruling is
available at http://is.gd/OgVQd4from Leagle.com.

Attorneys for ACE Companies are Duane Morris LLP's Lewis Olshin,
Esq., and Wendy M. Simkulak, Esq. -- Olshin@duanemorris.com and
WMSimkulak@duanemorris.com

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Apollo May Bid for Hostess Snack Business
---------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that private
equity giant Apollo Global Management LLC is reportedly
considering teaming up with C. Dean Metropoulos & Co. to make a
bid for bankrupt Hostess Brands Inc.'s snacks business, which
includes classic treats like Twinkies, Ding Dongs and Ho Hos.

While Metropoulos' interest was known in November, this is the
first time Apollo's name has been introduced, the BankruptcyLaw360
related, citing a New York Post report.

                       About Hostess Brands

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

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

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

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

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

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

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

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


INFUSYSTEM HOLDINGS: Ryan Morris Discloses 7.9% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Ryan J. Morris and his affiliates disclosed
that, as of Nov. 30, 2012, they beneficially own 1,754,210 shares
of common stock of InfuSystem Holdings, Inc., representing 7.9% of
the shares outstanding.  Mr. Morris previously reported beneficial
ownership of 1,587,543 common shares or a 7.4% equity stake as of
May 9, 2012.  A copy of the amended filing is available at:

                        http://is.gd/Oto7QG

                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $74.02
million in total assets, $34.68 million in total liabilities and
$39.33 million in total stockholders' equity.


INTERFAITH MEDICAL: Section 341(a) Meeting Adjourned to Jan. 28
---------------------------------------------------------------
The meeting of creditors in the Chapter 11 case of Interfaith
Medical Center Inc., originally slated for Jan. 7, 2013, has been
adjourned to Jan. 28 at 3:00 p.m.  The meeting will be held at 271
Cadman Plaza East - Room 4529, Brooklyn, NY 11201.

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

Interfaith Medical's deadline to file its schedules of assets and
liabilities and statement of financial affairs has been extended
to Jan. 17.  The Debtor asked the Court to extend the deadline to
45 days after the Petition Date, saying that it has over 1,000
potential creditors and a limited number of employees available to
collect the information required for the documents.

                  About Interfaith Medical Center

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

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor estimates assets
and debts at $100 million to $500 million.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.


INTERFAITH MEDICAL: UST Balks at Retainers, Overlapping Services
----------------------------------------------------------------
Interfaith Medical Center's effort to tap a number of attorneys
and advisors is facing opposition from the U.S. Trustee.  The U.S.
Trustee has concerns regarding the overlapping services of certain
professionals.

The Official Committee of Unsecured Creditors, meanwhile, cites
the lack of "disinterestedness" of Kurron Shares of America Inc.,
which has been providing management services to the Debtor since
1991.

The Debtor has filed applications to employ these firms:

A. Willkie Farr & Gallagher (bankruptcy counsel)

The firm will seek compensation on an hourly basis at these rates:

           Designation                 Hourly Rate
           -----------                 -----------
           Attorneys                  $330 to $1,130
           Paralegals                 $120 to $310

B. CohnReznick LLP (financial advisors)

The firm will assist in the preparation of schedules, forecasts
and other financial related disclosures, and assist in talks with
potential lenders.

Bernard A. Katz (Partner in the Restructuring, Litigation &
Transactional Services group) will lead the team.  CohnReznick's
billing rates for its services are:

           Designation                 Hourly Rate
           -----------                 -----------
    Partner/Senior Partner            $580 to $790
    Manager/Senior Manager/Director   $430 to $610
    Other Professional Staff          $270 to $400
    Paraprofessional                      $180

C. Nixon Peabody LLP (special corporate and healthcare counsel).

The firm will provide advice regarding corporate and healthcare
law relating to the Debtor's reorganization efforts. The Nixon
Peabody attorneys that are likely to represent the Debtor in this
case have current standard hourly rates ranging between $240 and
$965.

D. Donlin, Recano & Company, Inc. (administrative agent).

Donlin will assist in the solicitation and balloting of votes in
connection with a Chapter 11 plan.

E. Donlin Recano (claims and noticing agent).

For its noticing services, the firm will charge $0.02 per page for
electronic noticing and $0.09 per page for fax noticing.  For the
claims docketing and management services, the firm will waive its
website development and hosting fees but will charge $0.09 per
creditor per month for database maintenance, and $0.10 per image
for document imaging. For its professional services, Donlin Recano
will charge:

                                          Discounted
                                          Hourly Rate
                                          -----------
     Senior Bankruptcy Consultant         $135 to $165
     Consultant                            $90 to $120
     Case Manager                          $55 to $90
     Technology, Programming Consultant    $70 to $130
     Analyst                               $77 to $122
     Clerical                              $25 to $45

Judge Carla E. Craig has entered an order approving the Debtor's
employment of Donlin as claims agent.  She will convene a hearing
on Jan. 14 to consider approval of the other applications.

The U.S. Trustee objects to the applications on these grounds:

   -- WF&G, CohnReznick and Donlin Recano are holding retainers
that they received prepetitionas evergreen retainers and seek
approval to hold their respective retainers until the end of the
case, rather than drawing down on them upon the approval of the
first interim fee applications. These firms are already the
beneficiaries of multiple risk minimizing devices which ensure
that they will receive almost all of their fees and expenses on a
monthly basis and guarantee payment in the event of the failure of
the case. Accordingly, the retention of an evergreen retainer is
unwarranted and would allow these Professionals to be treated
differently than other professionals or administrative claimants
in this case leading to a potentially inequitable result.

   -- The Debtor has not met its burden to show that the retention
of multiple professionals is warranted.  More specifically, the
Debtor has not established how the services proposed to be
rendered by 1) WF&G and Nixon Peabody and 2) CohnReznick and the
Debtor's proposed manager, Kurron Shares of America, Inc., do not
overlap.

   -- The Applications do not support approval of the each firm's
retention under the improvident standards of Section 328.

   -- Consistent with the Bankruptcy Rules, the Professionals
should be required to properly disclose any rate increases.

   -- The WF&G, CohnReznick and Nixon Peabody Applications contain
various other impermissible provisions or omissions.

                  About Interfaith Medical Center

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

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor estimates assets
and debts at $100 million to $500 million.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.


INTERFAITH MEDICAL: Bid to Keep Kurron as Managers Opposed
----------------------------------------------------------
Kurron Shares of America Inc. has been providing management
services to Interfaith Medical Center, Inc., since 1991.
Interfaith Medical, now in Chapter 11, is seeking bankruptcy court
approval to maintain Kurron's services but is facing strong
opposition from the U.S. Trustee and the official committee of
unsecured creditors.

At a hearing Jan. 14, the Debtor will Judge Carla E. Craig to
approve its retention of Kurron as interim manager and
restructuring advisor so that certain personnel of the firm will
continue serving as officers of the Debtor.

The Debtor proposes to compensate Kurron for services to be
performed by the Kurron Officers in this case by a weekly payment
of $62,500.  Additional Kurron personnel will be paid in
accordance's with the firm's hourly consultant rates.

The Official Committee of Unsecured Creditors contends that the
Debtor's motion to hire the firm pursuant to 11 U.S.C. Sec. 363 is
an attempt by the Debtor to circumvent Sec. 327, which governs the
retention of professionals in the bankruptcy case. The Kurron
Officers are insiders of the Debtors and have held their positions
within two years of the date of the filing, and thus are not
"disinterested", as required by Sec. 327(a):

                          Role
    Kurron Professional   Postpetition   Prepetition Work
    -------------------   ------------   ----------------
    Corbett Price         CRO            CEO of Debtor (1993 to
                                         2002); Member of board
                                         (1991)

    Luis Hernandez        President &
                          CEO            Same role since Nov. 2011

    Robert Mariani        CFO            Same role since Oct. 2011


    Patrick Sullivan      COO            Same role since Dec. 2010

    Pamela Bradshaw       Special
                          Counsel        Same role since Nov. 2011

The Committee also notes that while the hiring of crisis managers
have been approved under Sec. 363 in other cases, those retentions
have either complied with the Jay Alix Protocol or have not been
objected to. If Alix Protocol were applied, Kurron does not meet
its requirements because an employee of Kurron, Mr. Price, has
served on the Debtor's board of directors within the past two
years, and Mr. Hernandez, also an employee of Kurron, has served
as the Debtor's CEO within the past two years.

                    Sound Business Justification

The Committee and the U.S. Trustee both claim that the Debtor has
not demonstrated a sound business justification to retain Kurron.

"Kurron has been paid substantial sums since 1991 to provide
management consulting services to the Debtor rather than advising
the Debtor to hire a CEO and other management employees directly.
While the Debtor suggests that the continued retention of Kurron
is in the best interests of the estate, an independent assessment
of the Debtor by the Brooklyn Health Systems Redesign Work Group
suggests otherwise," the Committee tells the Court.

The Committee points to a report by the BHSRWG that says that
unlike several hospitals in Brooklyn, Interfaith Medical Center is
not well-managed.  The report also found that the Debtor does not
have the business model or sufficient margins to remain viable and
continue to provide high quality care and that the Debtor is
experiencing a financial crisis that requires aggressive action.

"The information currently available, while scant, suggests that
retention of Kurron could actually be an impediment to
reorganization," the U.S. Trustee said, noting that Kurron has
controlled the Debtor for over 20 years.

"This long history is critical, given the Debtor's disclosed exit
strategy of pursuing an affiliation or other relationship with one
or more other hospitals. Kurron derives a substantial amount of
income from its relationship with this non-profit Debtor, which it
apparently wishes to continue post-confirmation.  Presumably, any
affiliation or relationship with another hospital will involve
some degree of shared management and governance, which would
likely reduce, or even eliminate, the substantial income Kurron
derives from the Debtor. The Debtor has not established that
Kurron, with its powerful interest in continuing its profitable
relationship with the Debtor, is an appropriate entity to manage
the Debtor through this crucial period or that Kurron is capable
of fulfilling its fiduciary duty to the Debtor, the estate and
creditors."

Attorneys for Tracy Hope Davis, the U.S. Trustee for Region 2, can
be reached at:

         William E. Curtin, Esq.
         Susan D. Golden, Esq.
         Trial Attorneys
         271 Cadman Plaza East, Suite 4529
         Brooklyn, NY 11201
         Tel: (718) 422-4960
         Fax: (718) 422-4990

The Committee is represented by:

         Martin G. Bunin, Esq.
         Craig E. Freeman, Esq.
         ALSTON & BIRD LLP
         90 Park Avenue
         New York, NY 10016
         Tel: (212) 210-9400
         E-mail: Marty.Bunin@alston.com
                 Craig.Freeman@alston.com

                  About Interfaith Medical Center

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

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor estimates assets
and debts at $100 million to $500 million.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.


INTERFAITH MEDICAL: Patient Care Ombudsman to be Appointed
----------------------------------------------------------
Interfaith Medical Center lost in its effort to escape appointment
of a patient care ombudsman in its Chapter 11 case.

The Debtor sought a determination from the bankruptcy judge that
an ombudsman is not required at this time in light of its
"extensive internal quality management procedures as well as
oversight from numerous government agencies and professional
associations."

"The appointment of such an ombudsman would duplicate the Debtor's
existing patient care quality management procedures at substantial
cost and without increasing the quality of care for IMC's
patients," the Debtor told the Court.

"Moreover, any input by an ombudsman probably would be rendered
moot before it could have any meaningful impact because the Debtor
is likely to form an affiliation or other relationship with one or
more other hospitals in the relative near term, resulting, inter
alia, in some integration of operations.

In an order entered Dec. 28, Bankruptcy Judge Carla E. Craig
denied the Debtor's motion and ordered the U.S. Trustee to name an
ombudsman pursuant to 11 U.S.C. Sec. 333.

Tracy Hope Davis, the United States Trustee for Region 2, insisted
that an ombudsman is necessary.  The Official Committee of
Unsecured Creditors filed a joinder to the U.S. Trustee's
objection.

"[A]nalysis of the facts of the Debtor's case leads to the
conclusion that an Ombudsman in not only required in this case,
but would also serve an important purpose.  The Debtor operates a
large inpatient hospital serving a vulnerable population who are
heavily dependent on its services.  This bankruptcy case was filed
due, in part, to medical malpractice issues," the U.S. Trustee
said its objection to the Debtors' proposal.

The Debtor itself reported in its first day declaration that there
are judgments aggregating approximately $9 million outstanding,
including a jury verdict entered on July 20, 2012 against
Interfaith in a medical malpractice action in Kings County, New
York in the amount of $7 million.  A motion for a stay of entry of
the judgment during an appeal is currently pending, but absent
such a stay, entry of a judgment would remain imminent. Interfaith
also has obligations under settled malpractice actions that are
payable over time, of which approximately $22.5 million was
outstanding as of the Petition Date.

The Debtor did respond to the U.S. Trustee's objection and
clarified that the Chapter 11 filing was not caused by poor
medical treatment.

The Debtor said that the U.S. Trustee misrepresented the
references to malpractice claims in the first day declaration as
being indicative of a quality of care problem.  Instead, the vast
bulk of pending malpractice claims against IMC relate to an
obstetrics practice that has not been present at IMC since 2004
and, therefore, those claims are irrelevant to the Motion.

According to Judge Craig's order, not later than 30 days after the
date of the appointment, and not less frequently than at 60-day
intervals thereafter, the Ombudsman will report to the Court,
regarding the quality of patient care provided to the patients of
the Debtor.

                  About Interfaith Medical Center

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

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor estimates assets
and debts at $100 million to $500 million.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.


INTERFAITH MEDICAL: U.S. Trustee Forms 7-Member Committee
---------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2 appointed
these unsecured creditors who are willing to serve on the Official
Committee of Unsecured Creditors of Interfaith Medical Center,
Inc.:

      1. Medline Industries, Inc.
         1 Medline Place
         Mundelein, IL 60060
         Attn: Shane Reed
         Tel. (847) 643-4103

      2. 1199SEIU National Benefit Fund and 1199 SEIU Healthcare
           Industry Pension Fund
         330 West 42nd Street
         New York, NY 10036
         Attn: Timothy D. Wells
         Tel. (646) 473-6400

      3. Health Services Retirement Plan
         555 West 57th Street
         New York, NY 10019
         Attn: Anna Gutsin
         Tel. (212) 956-8340

      4. New York State Nurses Association
         120 Wall Street
         23rd Floor
         New York, NY 10005
         Attn: Louise Sollazzo
         Tel. (212) 785-0157

      5. Sodexo Operations, LLC
         283 Cranes Roost Boulevard
         Suite 260
         Altamonte Springs, FL 32701
         Attn: Brad Hamman
         Tel. (407) 339-3230

      6. Tia and Lennard Samuel (f/k/a Burnett), Infants by their
           Mother and Natural Guardian Jasmine Samuel (f/k/a/
           Burnett)
         c/o Fitzgerald & Fitgerald, P.C.
         538 Riverdale Avenue
         Yonkers, NY 10705
         Tel. (914) 378-1010

      7. Ellen L. Flowers, Esq., as Special Guardian of Drita
           Manuka
         111 Marcus Avenue, Suite 107
         Lake Success, NY 11042
         Tel. (516) 328-2300

                  About Interfaith Medical Center

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

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor estimates assets
and debts at $100 million to $500 million.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.

-
INTERFAITH MEDICAL: Hearing on Further Cash Use Set for Jan. 14
---------------------------------------------------------------
Bankruptcy Judge Carla E. Craig will convene a hearing Jan. 14 at
2:00 p.m. to consider entry of a final order authorizing
Interfaith Medical Center, Inc.'s continued use of cash collateral
and, potentially, entry by the Debtor into debtor-in-possession
financing.

The Debtor filed a motion to use cash collateral to fund operating
expenses and pay allowed fees and expenses of retained
professionals.

The Debtor is providing adequate protection liens in the form of
perfected security interests and replacement liens to the
Dormitory Authority of the State of New York.  It is also
providing the Authority adequate protection payments by paying all
of the lender's reasonable fees and expenses.

The Authority is owed by the Debtor $123.8 million on a long-term
secured debt and $12.2 million on an unsecured loan.

The Debtor believes available cash collateral will be far more
than sufficient to provide IMC with the necessary liquidity to
fund operations and working capital expenditures during the
currently proposed approximately 45-day period.

The Debtor says it anticipates having additional liquidity in the
future through a debtor-in-possession financing.

The bankruptcy judge entered an interim order approving the use of
cash collateral on Dec. 4.

Objections to the motion were due Dec. 7.  No objections have been
filed.

                  About Interfaith Medical Center

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

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor estimates assets
and debts at $100 million to $500 million.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.


INTERNATIONAL FAITH: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: International Faith Ministries, Inc
        494 Hillside Avenue
        Orange, NJ 07050

Bankruptcy Case No.: 13-10346

Chapter 11 Petition Date: January 8, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Avram D. White, Esq.
                  LAW OFFICES OF AVRAM D. WHITE
                  66 Hampton Terrace
                  Orange, NJ 07050
                  Tel: (973) 669-0857
                  Fax: (888) 481-1709
                  E-mail: clistbk3@gmail.com

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

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

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/njb13-10346.pdf

The petition was signed by Himrod Ambroise.


JANGIR INC: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Jangir, Inc. A Florida Corp.
          dba Hospitality Inn
        3725 Mobile Highway
        Pensacola, FL 32505
        Tel: (850) 433-5516

Bankruptcy Case No.: 13-30012

Chapter 11 Petition Date: January 8, 2013

Court: U.S. Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Sukhjit Singh, Esq.
                  LAW OFFICE OF SUKHJIT SINGH
                  4906 Mobile Highway
                  Pensacola, FL 32506
                  Tel: (850) 377-2802

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

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

The petition was signed by Amarjit Singh Bhatti, president.

The Company's list of its largest unsecured creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
EH National Bank                   First Mortgage       $2,100,000
9701 Wilshire Boulevard
Beverly Hills, CA 90212


JHK INVESTMENTS: Has Court's Nod to Hire CBIZ MHM as Accountant
---------------------------------------------------------------
JHK Investments, LLC, sought and obtained authorization from the
U.S. Bankruptcy Court for the District of Connecticut to employ
CBIZ MHM, LLC, as accountant, nunc pro tunc to Sept. 24, 2012.

CBIZ will perform financial services including, but not limited
to, preparing and reviewing the applicable state and federal
income tax returns, at these hourly rates:

      Managing Directors & Directors           $410 to $650
      Senior Managers & Managers               $280 to $410
      Seniors & Staff                          $150 to $280

To the best of the Debtor's knowledge, CBIZ is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating
under $100 million in assets and more than $10 million in
liabilities.  Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C.,
represents the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


K-V PHARMACEUTICAL: Seeks to Keep Bankruptcy Control
----------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports that K-V
Pharmaceutical Co., whose plan to exit Chapter 11 protection is
awaiting creditor and court approval, in the meantime is seeking
to keep a tight grip on its restructuring.


K-V has filed a Plan.  According to the explanatory disclosure
statement, "The Plan is intended to enable the Debtors to continue
present operations without the likelihood of a subsequent
liquidation or the need for further financial reorganization. The
Debtors believe that they will be able to perform their
obligations under the Plan. The Debtors also believe that the Plan
permits fair and equitable recoveries."

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


LIBERACE FOUNDATION: Sec. 341(a) Meeting Moved to Jan. 31
---------------------------------------------------------
The U.S. Trustee for Region 17 has continued the meeting of
creditors of Liberace Foundation pursuant to 11 U.S.C. Sec. 341(a)
on Jan. 31, 2013, at 12:00 p.m., at 341s - Foley Bldg., Room 1500.
The meeting was originally set for Dec. 6, 2012.

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

                    About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.


LAKELAND DEVELOPMENT: Authorized to Pay Glickfield $80,000
----------------------------------------------------------
U.S. Bankruptcy Judge Richard M. Neiter has approved the First
Interim Fee Application of Glickfeld, Fields & Jacobson, counsel
to Lakeland Development Company.  The firm sought fees in the
amount of $79,965 and costs in the amount of $23.  The Debtor will
make payment to Glickfeld, Fields & Jacobson in the amount of
$49,835.50, after application of the remaining pre-petition
retainer in the amount of $30,152.50.

                     About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LAKELAND DEVELOPMENT: Authorized to Pay Redfield Baum $86,000
-------------------------------------------------------------
U.S. Bankruptcy Judge Richard M. Neiter has approved the First
Interim Fee Application of Richard T. Baum, counsel to Lakeland
Development Company.  The firm sought fees in the amount of
$84,457 and costs in the amount of $1,879.33.  The Debtor will
make payment to Richard T. Baum in the amount of $64,831.33, after
application of the remaining pre-petition retainer in the amount
of $21,505.

                     About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LDK SOLAR: Regains Compliance With NYSE Listing Requirement
-----------------------------------------------------------
LDK Solar Co., Ltd., announced that, based upon a notice received
on Jan. 3, 2013, from the New York Stock Exchange, the Company is
once again in compliance with the NYSE's continued listing
requirement of a minimum average closing price of $1.00 per share
over a consecutive 30-trading-day period.

On Nov. 16, 2012, the Company was notified by the NYSE that the
average price of the Company's common stock had traded below a
consecutive 30-trading-day average of $1.00 per share.  As a
result, under the NYSE rules, LDK Solar was required to bring its
average ADS closing price above $1.00 within the longer of six
months of receipt of the NYSE's notification or its next annual
meeting of shareholders if a shareholders' action was proposed.

At the close of trading on Dec. 31, 2012, the Company's average
closing price of its common stock for the previous 30 trading days
was above $1.00 per share.  Accordingly, the Company has resumed
compliance with all NYSE continued listing requirements.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio
under a long-term debt agreement as of Dec. 31, 2011.  These
conditions raise substantial doubt about the Group's ability to
continue as a going concern.

LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.


LIGHTSQUARED LP: Harbinger Fights Lenders Over $264-Mil. Loan
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Harbinger
Capital Partners LLC on Wednesday hammered an ad hoc group of
LightSquared LP lenders looking to sue Harbinger over a $264
million loan made to the bankrupt company, saying the lender group
doesn't have standing because it's not a creditor.

Following hours of arguments over whether the group has the
authority to bring claims on behalf of the estate of LightSquared
Inc., of which LightSquared LP is an operating unit, U.S.
Bankruptcy Judge Shelley Chapman postponed ruling on the lenders'
motion seeking authority to prosecute, the report related.

                      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, as the Company seeks to resolve regulatory issues
that have prevented it 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.


LODGENET INTERACTIVE: Stock to Cease Trading on NASDAQ Next Week
----------------------------------------------------------------
LodgeNet Interactive Corporation announced that on Jan. 3, 2013,
the Company received a Staff Determination Letter from the Listing
Qualifications Department of The NASDAQ Stock Market, notifying
the Company that the Company's securities will be subject to
delisting from The NASDAQ Stock Market.  Trading of the Company's
common stock will be suspended at the opening of business on
Jan. 14, 2013, and a Form 25-NSE will be filed with the U.S.
Securities and Exchange Commission to remove the Company's common
stock from listing and registration on The NASDAQ Stock Market.
The Company does not intend to request an appeal of the decision
to delist its common stock.

On Dec. 31, 2012, the Company disclosed that it has entered into a
$60 million investment agreement with Colony Capital, LLC, and its
affiliate, and certain other investors, to effect a
recapitalization of the Company that will be implemented through
an expedited Chapter 11 bankruptcy process.  Pursuant to the
Planned Bankruptcy Filing, as previously disclosed, holders of the
Company's outstanding shares of common stock and Series B
Preferred Stock will have their shares cancelled without receiving
any distribution.

The Staff's determination to delist the Company's securities from
The NASDAQ Stock Market, in accordance with the Staff's authority
under Listing Rules 5101 and IM-5101-1, was based on the Planned
Bankruptcy Filing and associated public interest concerns raised
by it.  The Staff's letter also cited concerns regarding the
residual equity interest of the existing listed securities
holders, as well as concerns about the Company's ability to
sustain compliance with all requirements for continued listing on
The NASDAQ Stock Market, as reasons for the delisting
determination.

As previously disclosed, on Aug. 31, 2012, the Staff notified the
Company that the bid price of its common stock had closed below $1
per share for 30 consecutive trading days, and accordingly, that
the Company did not comply with Listing Rule 5450(a)(1).  Also, as
previously disclosed, on Sept. 21, 2012, the Staff notified the
Company that for 30 consecutive days prior thereto it no longer
met the market value of publicly held shares requirement of $15
million as required by Listing Rule 5450(b)(3)(C).  The Company
has not regained compliance with either rule.

                           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. The Company's services include: Interactive
Television, Broadband and Advertising Media Solutions along with
nationwide technical and professional support services. LodgeNet
Interactive owns and operates businesses under the industry
leading brands: LodgeNet, The Hotel Networks and LodgeNet
Healthcare.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.

                            *    *     *

As reported by the TCR on Jan. 10, 2013, Moody's Investors Service
downgraded LodgeNet Interactive Corporation's Probability of
Default Rating (PDR) to D from Ca following the company's
announcement that it failed to make interest and principal
payments of approximately $10 million to its term loan and
revolver lenders on Dec. 31, 2012.

In the Jan. 8, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Sioux
Falls, S.D.-based LodgeNet Interactive Corp. to 'D' from 'CC'.
The downgrade follows the company's failure to make its Dec. 31,
2012, scheduled cash interest payments on its revolving credit and
term loan and Dec. 31, 2012, term loan amortization payment.


LODGENET INTERACTIVE: Amends Rights Agreement With Computershare
----------------------------------------------------------------
Pursuant to the Rights Agreement dated as of Feb. 28, 2008,
between LodgeNet Interactive Corporation and Computershare
Investor Services, LLC, as rights agent, one Right is issued and
attached to each outstanding share of the common stock, par value
$0.01 per share of the Company.

The Rights constitute a separate class of securities registered
under the Securities Act of 1933, as amended, and entitle the
holder of the Right, in certain circumstances, to purchase from
the Company one one-thousandth of a share of Series A
Participating Preferred Stock, par value $0.01 per share or, in
certain circumstances, to receive shares of Common Stock in lieu
of exercising the Rights for the purchase of Series A Preferred
Stock.

The Company is a party to an Investment Agreement dated Dec. 30,
2012, with Colony Capital, LLC, and its affiliate, Col-L
Acquisition, LLC, PAR Investment Partners, L.P., and certain other
investors, pursuant to which the Investors will invest $60 million
of new capital in the Company, with an option to invest up to an
additional $30 million to support a proposed recapitalization of
the Company.

In connection with the Investment Agreement, on Jan. 7, 2013, the
Company and the Computershare Trust Company, N.A., as successor in
interest to Computershare Investor Services, LLC, as rights agent,
amended the Rights Agreement by entering into that certain First
Amendment to Rights Agreement.  The Amendment excludes the
Investors, their Affiliates, and each Purchaser Designee which
signs a joinder agreement to the Investment Agreement from the
definition of "Acquiring Person" as that term is defined in the
Rights Agreement, solely as a result of transactions contemplated
by Investment Agreement, so that the entry by the Investors into
the Investment Agreement and the consummation of the transactions
contemplated by the Investment Agreement does not and will not
trigger the Series A Preferred Stock purchase rights or the right
to receive Common Stock in lieu of exercising the Series A
Preferred Stock purchase rights under the Rights Agreement.

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

                        http://is.gd/sHf9LS

                           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. The Company's services include: Interactive
Television, Broadband and Advertising Media Solutions along with
nationwide technical and professional support services. LodgeNet
Interactive owns and operates businesses under the industry
leading brands: LodgeNet, The Hotel Networks and LodgeNet
Healthcare.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.

                            *    *     *

As reported by the TCR on Jan. 10, 2013, Moody's Investors Service
downgraded LodgeNet Interactive Corporation's Probability of
Default Rating (PDR) to D from Ca following the company's
announcement that it failed to make interest and principal
payments of approximately $10 million to its term loan and
revolver lenders on Dec. 31, 2012.

In the Jan. 8, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Sioux
Falls, S.D.-based LodgeNet Interactive Corp. to 'D' from 'CC'.
The downgrade follows the company's failure to make its Dec. 31,
2012, scheduled cash interest payments on its revolving credit and
term loan and Dec. 31, 2012, term loan amortization payment.


LUMBER PRODUCTS: Ch.11 Trustee Taps Colliers as Real Estate Broker
------------------------------------------------------------------
Edward C. Hostman, the Chapter 11 Trustee for Lumber Products, has
asked the U.S. Bankruptcy Court for the District of Oregon for
authority to employ Colliers Paragon LLC as real estate broker.

The Broker is to assist the Chapter 11 Trustee in selling the
Debtor's real property located at 2400 S. Maple Grove Road and
2401 Three Mile Creek, Boise, Idaho.

The Chapter 11 Trustee believes the Broker is well suited for this
engagement because of its considerable experience providing real
estate brokerage, sales, and marketing services in the Tualatin,
Oregon area.

The Chapter 11 Trustee seeks to compensate the Broker at a
commission rate of 6% of the sale price of the Property, with such
commission to be paid directly out of the proceeds from the sale
of the Property without the need for a fee application.

To the best of the Chapter 11 Trustee's knowledge, Colliers
Paragon is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                       About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: McKittrick Leonard Serves as Conflicts Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Edward C. Hostman, the Chapter 11 Trustee for Lumber Products,
to employ McKittrick Leonard LLP as special counsel, effective
Oct. 26, 2012.

The Chapter 11 Trustee's Counsel, Tonkon Torp, has represented and
may continue to represent the unsecured creditor Geffen Mesher.
The Trustee believes that Geffen Mesher has received preferential
transfers subject to avoidance and requires counsel to prosecute
the claim.

The Chapter 11 Trustee desires to employ McKittrick Leonard as
special counsel to represent the Trustee as special counsel, at
the Trustee's direction, in connection with the Estate's
preference claim against Geffen Mesher, as well as any other
future matters in which the Estate's general counsel Tonkon Torp
has a conflict.

To the best of the Trustee's knowledge, McKittrick Leonard LLC is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                       About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


M, P, M, INC: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: M, P, M, Inc.
        GPO Box 6066
        San Juan, PR 00936

Bankruptcy Case No.: 13-00057

Chapter 11 Petition Date: January 8, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Jesus Santiago Malavet, Esq.
                  SANTIAGO MALAVET AND SANTIAGO LAW OFFICE
                  473 Sagrado Corazon Street
                  San Juan, PR 00915
                  Tel: (787) 727-3058
                  Fax: (787) 726-5906
                  E-mail: jsantiago.smslopsc@gmail.com

Scheduled Assets: $3,280,000

Scheduled Liabilities: $1,150,102

The petition was signed by Antonio Nicolas Moreda Toledo,
president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Antonio Nicolas Moreda Toledo      Advances               $500,102
GPO Box 6066
San Juan, PR 00936


M&M STONE: Court Dismisses Second Bankruptcy Case
-------------------------------------------------
The Hon. Bruce Fox of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania has dismissed the Chapter 11 bankruptcy
case of M&M Stone Company.  The Debtor is barred from filing any
future bankruptcy petitions unless prior leave of the court is
obtained.

Univest Bank and Trust Co., which holds a security interest in
real and personal property of the Debtor, sought a dismissal or,
in the alternative, relief from the automatic stay.  Univest
sought relief retroactively to the date of the Debtor's bankruptcy
filing, so as to allow a scheduled January 2013 execution sale on
Univest's collateral.

Univest has confessed judgments against the Debtor in state court,
with judgments totaling more than $4 million.  The judgments
constitute liens upon the Debtor's real estate.

The Debtor's bankruptcy schedules reflect that the Debtor has an
interest in various parcels of real property located in West
Rockhill Township, Bucks County, that it valued at $2.25 million.

The Debtor signed two agreements of sale after the December 2011
dismissal of its first bankruptcy case.  One agreement was signed
in April 2012 for the sale of two parcels for $1.675 million.  The
purchaser's due diligence period has not yet expired.  The
agreement of sale contains a mortgage contingency clause, and
testimony was unclear whether the purchaser had obtained
financing.

Univest said, "There was no evidence of a binding obligation to
purchase these two parcels.  The second agreement of sale for two
different parcels of realty was signed on Nov. 7, 2012, and
contains a purchase price of $512,000.  The due diligence for this
purchaser also has not expired, and the buyer may cancel the
agreement [i]n the event that the buyer is dissatisfied, in its
sole discretion, for any reason with the results of its due
diligence review.  This buyer may also be looking for financing.
Again, there was no enforceable agreement to purchase these other
two parcels."

The Debtor testified that any reorganization plan in this second
case would be premised upon the liquidation of its real estate
property.  "Other than these two signed agreements, neither of
which is presently enforceable, it has no other offers for its
remaining parcels.  Thus, its ability to liquidate its assets in a
reasonable time is speculative," Univest stated.

Neither Univest nor Moyer & Son, which also asserts a judgment
lien against the Debtor's realty in the approximate amount of
$263,000, supports the Debtor's second reorganization efforts.

Univest said that absent the support, even if the Debtor had
binding agreements to sell its real estate, it is highly unlikely
that the debtor would be able to sell its real estate for amounts
less than the amounts owed to those secured creditors, which
appear to exceed $4 million, since secured creditors have the
right to credit bid.

The Debtor's schedules reveal that it has only $600 cash on hand.
It asserts that it is owed approximately $200,000 in receivables
and holds two notes totaling about $6.5 million issued by entities
affiliated with the Debtor.

One affiliated entity, Drum Construction Co., Inc., filed its own
voluntary petition in bankruptcy in June 2011, and after
unsuccessfully attempting to reorganize is now a Chapter 7 debtor.
No evidence was presented that there is any likelihood that Drum
Construction will make a distribution to the Debtor, let alone pay
off its note, Univest stated.  The other entity with a scheduled
obligation to the Debtor, Middleport Materials, Inc., is not
operating and the Debtor does not expect to recover on its debt.

The Debtor reported no income from any other sources.  Other than
its president, no individual is employed by the Debtor, Univest
said.

                          About M&M Stone

Telford, Pennsylvania-based M&M Stone Co. filed a Chapter 11
petition (Bankr. E.D. Pa. Case No. 12-20469) in Philadelphia on
Nov. 9, 2012.  Gregory R. Noonan, Esq., at Walfish & Noonan, LLC,
serves as the Debtor's counsel.  Judge Bruce I. Fox presides over
the case.

On Dec. 2, 2012, the Debtor filed with the Court its schedules of
assets and liabilities, disclosing $8,947,946 in total assets and
$9,192,626 in total liabilities.

This is not the Debtor's first Chapter 11 bankruptcy filing.  On
Sept. 18, 2011, the Debtor filed a voluntary petition in
bankruptcy under Chapter 11.  The previous Chapter 11 case was
dismissed upon motion of the U.S. Trustee, as the Debtor was
unable to obtain counsel and so cannot appear in court to fulfill
its fiduciary duties.  The Debtor also acknowledged that it had
little cash on hand to operate or reorganize, and that cash
generated was the cash collateral of Univest.  Univest wouldn't
consent to the Debtor's use of cash collateral, and the Debtor
didn't contend that it could offer that secured creditor adequate
protection.


MACCO PROPERTIES: Dismissal of Cedar Lake Apartments' Case Sought
-----------------------------------------------------------------
Jennifer Price has asked the U.S. Bankruptcy Court to dismiss the
chapter 11 case of MA Cedar Lake Apartments, LLC.

Cedar Lake filed for Chapter 11 on Oct. 28, 2010.  Cedar Lake,
through its member-manager, Macco Properties, Inc., remains in
control of the estate as a debtor-in-possession under 11 U.S.C.
Sec. 1107 and 1108.  Macco, in turn, is operated in a fiduciary
capacity by its Chapter 11 trustee, Michael E. Deeba.

Cedar Lake is essentially a single-asset real estate debtor -- its
assets are comprised exclusively of improved real property known
as the Cedar Lake Apartments and related personalty.

The Chapter 11 Trustee has entered into a contract to sell Macco's
LLC membership interest in Cedar Lake to 250 West LLC and Ms.
Price.

Ms. Price believes that the continued pendency of the Cedar Lake
case following the Closing would not serve any purpose, and may
limit the new members and manager in operating the business of
Cedar Lake with maximum flexibility.

Ms. Price said the Cedar Lake case should be dismissed coincident
with the Closing.

The U.S. Trustee has filed an objection to Ms. Price's motion for
conditional order dismissing the Cedar Lake case.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.  Receivership Services Corp., a division of the
Martens Cos., serves as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties of Oklahoma City.

Michael E. Deeba, the Chapter 11 trustee, is represented by
Christopher T. Stein, of counsel to the firm of Bellingham & Loyd,
P.C.  Grubb & Ellis/Martens Commercial Group LLC, to act as the
Chapter 11 Trustee's exclusive listing broker/realtor for
properties.  The trustee wants to real estate holdings wants to
sell some of the property off, including a luxury high-rise
condominium in Dallas valued at more than $2.5 million and several
run-down apartment complexes in the metro area.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MARGAUX ORO: Court Confirms Reorganization Plan
-----------------------------------------------
Bankruptcy Judge Stacey G.C. Jernigan confirmed  Margaux Oro
Partners, LLC's Plan of Reorganization filed Oct. 11, 2012, as
modified and amended.  The disclosure statement explaining the
Plan was approved Nov. 28, 2012.  Claims in Class 1 (Secured Claim
of Lender); Class 2 (Secured Swap Claim of Wells Fargo Bank,
N.A.); and Class 3 (General Unsecured Claims) were entitled to
vote on the Plan.

A copy of the Court's Findings of Fact, Conclusions of Law and
Order Confirming Plan of Reorganization dated Jan. 4, 2013, is
available at http://is.gd/iBuDzxfrom Leagle.com.

                       About Margaux Oro

Dallas, Texas-based Margaux Oro Partners, LLC, owns 83,400 square
foot Plaza Del Oro Shopping Center in Cockrell Hill, Dallas
County, Texas.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 11-30337) on Jan. 11, 2011.
Vickie L. Driver, Esq., and Alexandra P. Olenczuk, Esq. --
vdriver@coffindriverlaw.com and aolenczuk@coffindriverlaw.com --
at Coffin & Driver, PLLC, in Dallas, serves as the Debtor's
bankruptcy counsel.  No creditors' committee was appointed in the
case.  In its schedules, the Debtor disclosed $13,171,602 in
assets and $10,934,144 in liabilities as of the petition date.

Donald Lewis Silverman, the sole manager of the Debtor, filed a
voluntary petition for personal relief under Chapter 7 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 10-31785).  Mr.
Silverman received his discharge on Nov. 12, 2010.


MERVYN'S HOLDINGS: Indemnification Claim Granted Admin. Status
--------------------------------------------------------------
Bankruptcy Judge Kevin Gross said WM Inland Adjacent LLC's claim
arising from an indemnification provision in a nonresidential
commercial lease with Mervyn's LLC, which the Debtors rejected
postpetition, is entitled to administrative priority under 11
U.S.C. Sec 365(d)(3).  Judge Gross said the Debtors are liable for
the Indemnification Obligations Claim on an administrative basis
under section 365(d)(3) and the Lease, as the obligation to
indemnify arose after the Petition Date and before the Debtors
rejected Lease.

Noting that the dispute "presents a matter of first impression,"
Judge Gross granted WM Indland's motion for summary judgment and
rejected the cross-motion for summary judgment filed by Mervyn's
Holdings LLC, Mervyn's LLC, and Mervyn's Brands LLC, seeking a
ruling that the claim has prepetition, general unsecured status.

The Debtors on Jan. 8, 2008, executed a lease on a commercial
property in San Bernardino, California, owned by WM Inland.  The
Lease and Construction Agreement require Mervyn's to indemnify WM
Inland for various liabilities occurring prior to, during and
after the term of the Lease.

On Jan. 28, 2008, Mervyn's entered into a contract with Fisher
Development Inc., to provide labor and materials for building
improvements to the Premises for an agreed initial sum of
$6,039,010.  The agreement between Mervyn's and Fisher provided
that construction would commence on March 3, 2008, with
substantial completion by July 18, 2008, and final completion by
Aug. 9, 2008.  Fisher served WM Inland with notice of this
arrangement on Feb. 11, 2008.  Fisher began work as scheduled, and
Mervyn's made several progress payments to Fisher: (1) $249,000 on
April 8, 2008; (2) $627,000 on May 1, 2008; (3) $1,020,000 on May
23, 2008; (4) $1,200,000 on July 9, 2008; and (5) $976,000 on July
28, 2008.  Prior to the filing of the Debtors' chapter 11 cases,
the improvements to the property were roughly 90% complete.

After the Debtors filed bankruptcy, Fisher stopped all work on the
Premises.  The Debtors listed Fisher as a creditor holding an
unsecured, non-priority claim in the amount of $965,953.  In
September 2008, Fisher recorded a mechanics' lien against the
Premises for roughly $1.7 million with the San Bernardino County
(California) Registrar-Recorder.  In October 2008, Fisher recorded
a second mechanics' lien through the same process for an
additional $3.8 million.

On Oct. 8, 2008, Fisher filed suit against WM Inland in San
Bernardino County Superior Court to foreclose on the First and
Second Liens.  On Nov. 21, 2008, WM Inland answered Fisher's
complaint and cross-complained against Mervyn's pursuant to
Mervyn's Indemnification Obligations under the Lease for breach of
contract, express indemnity, equitable indemnity and declaratory
relief.  Both the complaint filed by Fisher and the cross-
complaint filed by WM Inland were removed to the U.S. Bankruptcy
Court for the Central District of California.  The complaint filed
by Fisher was severed and remanded to the San Bernardino County
Superior Court, while the cross-complaint filed by WM Inland was
transferred to the Delaware Bankruptcy Court.

In 2009, the Court entered an order permitting the Debtors to
reject the lease.  The Court also approved a stipulation allowing
the Fisher complaint to proceed in California court.  In February
2010, Fisher and WM Inland entered into a confidential settlement
agreement, with WM Inland paying Fisher $1,755,000, including
attorneys' fees and costs.

The Debtors and WM Inland agree that as of the date Debtors
rejected the Lease: (1) the improvements to the Premises had not
been completed; (2) the Debtors had not opened a retail store at
the Premises to the general public; (3) the Debtors had not sold
merchandise or otherwise derived income or revenue from the sale
of goods at the store located at the Premises; and (4) therefore,
under Section 9(b) of Exhibit C to the lease, WM Inland was not
required to purchase the building improvements to the Premises
from the Debtors.  If the conditions of Section 9(b) of Exhibit C
to the Lease had been met, WM Inland would have been obligated to
purchase the building improvements for approximately $7,150,000.

WM Inland filed two claims in the Debtors' Chapter 11 Cases: (1)
proof of claim number 5082, filed on Jan. 9, 2009, for
$10,106,839, comprised of: (a) a general unsecured claim for
$3,239,604 of rejection damages, and (b) an administrative post-
petition priority claim for $6,867,235 (including attorney's fees
and interest); and (2) proof of claim number 6491, filed on Feb.
18, 2009, for $7,234,694, consisting of mechanics' liens of
roughly $6.77 million; rent and property taxes of $282,318); and
attorney's fees in the sum of $57,473.

The Debtors objected to the WM Inland Claims on the grounds they
were overstated and/or misclassified, and sought expungement.
Without conceding the issue of the priority of the WM Inland
Claims generally, WM Inland seeks administrative priority
treatment under 11 U.S.C. Sec. 365(d)(3) for claims arising from
the Indemnification Obligations of up to $1,755,000 for the
amounts WM Inland paid to settle the Fisher litigation.  In
contrast, the Debtors seek a determination that the
Indemnification Obligations Claim is entitled to priority only as
pre-petition, general unsecured claim under section 502(g) of the
Bankruptcy Code.

The case is, WM INLAND ADJACENT LLC, a California limited
partnership, Cross-Complainant, v. MERVYN'S LLC, a California
limited liability company, and DOES 1 through 20, inclusive,
Cross-Defendants, Adv. Proc. No. 09-50920 (Bankr. D. Del.).  A
copy of the Court's Jan. 8, 2013 Memorandum Opinion is available
at http://is.gd/GKJQkSfrom Leagle.com.

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provided a mix of top national brands
and exclusive private labels.  Mervyn's had 176 locations in seven
states.  Mervyn's stores had an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and were located primarily in regional malls, community
shopping centers, and freestanding sites.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 08-11586) on July 29, 2008.  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

In October 2008, Mervyn's decided to pursue liquidation.


MEDICURE INC: Files sNDA for AGGRASTAT Label Change
---------------------------------------------------
Medicure Inc. that a supplemental new drug application (sNDA) for
the high dose bolus (HDB) dosing regimen of AGGRASTAT(R)
(tirofiban HCl) has been submitted to the United States Food and
Drug Administration (FDA).  The Company also announced that it
will receive up to $200,000 in grant funding from the Province of
Manitoba Commercialization Support for Business (CSB) Program to
complete a renal study evaluating the AGGRASTAT HDB regimen in
patients with impaired kidney function.

The sNDA submission requests the addition of the AGGRASTAT HDB
regimen (an initial bolus of 25 mcg/kg and then continued at 0.15
mcg/kg/min) to the approved prescribing information for AGGRASTAT.
The rationale for the AGGRASTAT HDB regimen is to attain
therapeutic platelet inhibition more rapidly than the currently
approved dosing regimen (an initial rate of 0.4 mcg/kg/min for 30
minutes and then continued at 0.1 mcg/kg/min).  The efficacy and
safety of the HDB regimen has been evaluated in more than 30
clinical studies involving over 9,000 patients and is currently
recommended by the ACCF/AHA treatment guidelines.

The submission was prepared in consultation with the FDA's
Division of Cardiovascular and Renal Drug Products.

Additionally, the Company is conducting a renal dosing study in
volunteers receiving the AGGRASTAT 25 mcg/kg bolus dose.  The
results of this study will be submitted to the FDA separately to
guide appropriate dosing recommendations for the HDB regimen in
patients with impaired kidney function.

Up to $200,000 funding for this study will be provided by the
Province of Manitoba's CSB Program.  This Program assists Manitoba
entrepreneurs and businesses seeking to develop and commercialize
innovative products and processes, and expand into new markets.

"The sNDA submission is an important part of our clinical and
regulatory strategy to improve Aggrastat's position within the
contemporary market," stated Dawson Reimer, President and COO of
Medicure Inc.  "The Province of Manitoba's CSB Program is not only
important for Medicure's sNDA but has also been helpful for the
local life science community as a whole and we are pleased to be
working with them in this way."

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

KPMG LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended May 31, 2012.  The independent auditors noted
that the Company has experienced operating losses and has
accumulated a deficit of $123,303,052 that raises substantial
doubt about its ability to continue as a going concern.

Medicure reported net income of C$23.38 million for the year ended
May 31, 2012, in comparison with a net loss of C$1.63 million
during the prior fiscal year.

The Company's balance sheet at Aug. 31, 2012, showed C$4.11
million in total assets, C$6.37 million in total liabilities and a
C$2.26 million total deficiency.


METRO FUEL: Committee Hires Kelley Drye as Counsel
--------------------------------------------------
The Official Committee of Unsecured Creditors of Metro Fuel Oil
Corp. has tapped Kelley Drye & Warren LLP as counsel.

In papers filed in November, James S. Carr, Esq., a partner at
Kelley Drye, 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:

(a) James S. Carr (Partner), $600/hour
(b) Craig A. Wolfe (Partner), $600/hour
(c) Kristin Elliott (Associate), $550/hour
(d) Jason Alderson (Associate), $520/hour
(e) Casey Boyle (Associate), $460/hour
(f) Marie Vicinanza (Paralegal), $230/hour

The U.S. Trustee for Region 2 appointed seven members to the
Official Committee of Unsecured Creditors:

Big Apple Energy
6800 Jericho Tpke.
Syosset, NY 11791
Attn: Victor M. Ferreira
Tel. (516) 558-7966

Buckeye Pipe Line Company, L.P.
1 Greenway Plaza, Suite 600
Houston, TX 77046
Attn: Jason Lawhorn
Tel. (832) 325-5129

Global Companies LLC
800 South Street
P.O. Box 9161
Waltham, MA 02454
Attn: Edward Faneuil
Tel. (781) 398-4211

NIC Holding Corp.
25 Melville Park Road - Suite 210
Melville, NY 11747
Attn: Elizabeth A. McConaghy
Tel. (631) 753-4221

AMAF Burner & Control Supply
146-57 Horace Harding Rd.
Flushing, NY 11367
Attn: Scott Lupardo
Tel. (718) 358-1100

Hess Corporation
1185 Avenue of the Americas
40th Floor
New York, NY 10036
Attn: Charles F. Cerria
Tel. (212) 536-8531

Bayside Fuel Oil Depot Corp.
1776 Shore Parkway
Brooklyn, NY 11214
Attn: Sergio Allegretti
Tel. (718) 372-9800

                          About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913).  Judge Elizabeth S. Stong presides over the case.
Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the
Debtor.  The Debtor selected Epiq Bankruptcy Solutions LLC as
notice and claims agent.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.


METRO FUEL: Panel Retains FTI Consulting as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Metro Fuel Oil
Corp. filed papers in November asking the U.S. Bankruptcy Court
for permission to retain FTI Consulting, Inc. as financial
advisors.

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

* assistance in the review and monitoring of the asset sale
  process, including, but not limited to an assessment of the
  adequacy of the marketing process, completeness of any buyer
  lists, review and quantifications of any bids;

* assistance in the preparation of analyses required to assess any
  proposed Debtor-In-Possession financing or use of cash
  collateral; and

* assistance with the assessment and monitoring of the Debtors'
  short term cash flow, liquidity, and operating results.

FTI's Matthew Diaz 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:

                                             Per Hour (USD)
                                             --------------
Senior Managing Directors                      $780-895
Directors/Managing Directors                    560-745
Consultants/Senior Consultants                  280-530
Administrative/Paraprofessionals/Associates     115-250

                       About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913).  Judge Elizabeth S. Stong presides over the case.
Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the
Debtor.  The Debtor selected Epiq Bankruptcy Solutions LLC as
notice and claims agent.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.

The U.S. Trustee for Region 2 appointed seven members to the
Official Committee of Unsecured Creditors.


MF GLOBAL: Former CEO Deposition Motion Denied
-----------------------------------------------
The U.S. Bankruptcy Court denied a motion filed by former MF
Global Holdings' customers seeking to depose former chief
executive officer and chairman, Jon Corzine, BankruptcyData
reported.

In a written ruling the Court says that the Commodity Customer
Coalition, which previously filed a motion for permission to
question Corzine and other former MF Global Holdings' insiders,
lacked standing since the Commodity Customer Coalition is not a
direct creditor in the case, the report related.

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Commodity Customer Coalition Barred From Discovery
-------------------------------------------------------------
Bankruptcy Judge Martin Glenn declined the request of the
Commodity Customer Coalition, Inc., to conduct examination
pursuant to Fed.R.Bankr.P. Rule 2004 in the bankruptcy proceedings
of MF Global Inc.  Judge Glenn said the CCC is not a party in
interest within the meaning of the Bankruptcy Code and therefore
has no standing to proceed.  It is not a creditor in this case,
but rather a self-described "watchdog" entity with its own
independent goals.  Further, and impermissibly, the CCC is asking
the Court to allow it to take a Rule 2004 examination in
furtherance of its own interests, not those of the estate.

Several parties objected to the CCC's request: (1) the Customer
Representatives; (2) the Chapter 11 Trustee; (3) Henri J.
Steenkamp, Jon S. Corzine, Edith O'Brien, Bradley I. Abelow,
Laurie R. Ferber, and Christine A. Serwinski, jointly; and (4)
Securities Class Action Lead Plaintiffs.

Judge Glenn said a multi-district litigation proceeding, pending
before Hon. Victor Marrero in the Southern District of New York,
is ongoing, and Magistrate Judge James Francis is overseeing and
regulating the conduct of discovery in the MDL.  The Bankruptcy
Court previously approved the transfer of the SIPA Trustee's
claims against many of the MDL defendants to the Customer
Representatives in the MDL, and, in the consolidated amended
complaint filed in the MDL, those claims are being pursued against
many of the defendants against whom the CCC seeks to take Rule
2004 discovery.  Discovery in support of the estate's claims, now
being prosecuted by the Customer Representatives, is taking place
in the MDL where it now properly belongs.  The CCC has filed
pleadings in support of certain of the plaintiffs in the MDL.
According to Judge Glenn, the CCC's motion in the bankruptcy case
is a poorly-disguised and misguided effort to "jump the cue" and
take depositions of defendants in the MDL, avoiding the carefully
calibrated discovery schedule ordered by Judge Francis.

Judge Glenn also noted that members of the CCC may well be
creditors of MF Global Inc.  But a renewed motion on behalf of
members of the CCC would run head-long into the pending proceeding
rule and would likely encounter the same fate as the Rule 2004
Motion.

A copy of Judge Glenn's Jan. 8 Memorandum Opinion and Order is
available at http://is.gd/rWZPxrfrom Leagle.com.

                       About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.


MODERN PRECAST: Sec. 341(a) Creditors' Meeting Set for Jan. 22
--------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Modern Precast Concrete Inc. pursuant to 11 U.S.C. Sec. 341(a)
on Jan. 22, 2013, at 2:00 p.m.

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

                     About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition
(Bankr. E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in
Reading, Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D.
Kleban, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, in
Philadelphia, serve as counsel to the Debtor.  The Debtor
estimated up to $50 million in both assets and liabilities.  West
Family Associates, LLC (Case No. 12-21306) and West North, LLC
(Case No. 12-21307) also sought Chapter 11 protection.  The
petitions were signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor and McElroy, Deutsch, Mulvaney & Carpenter,
LLP as attorneys.


MONITOR COMPANY: Creditors Rip $6-Mil. Cash Collateral Request
--------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that creditors of Monitor
Co. Group LP on Wednesday asked a Delaware bankruptcy judge to
reject the consulting firm's request to fund a wind-down account
with more than $6 million in cash collateral, which the firm filed
in light of its sale to Deloitte Consulting LLP.

Massachusetts-based Monitor Group filed the cash-collateral motion
in December, looking forward to a January sale to Deloitte, which
the debtor said would require it to maintain operations for months
beyond the sale date, the report related.

                    About Monitor Company Group

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MONITOR COMPANY: Creditors Committee Objects to Sale to Deloitte
----------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
committee representing unsecured creditors in Monitor Co. Group
LP's Chapter 11 case is objecting to the sale of the company's
assets, confirming that a subsidiary of Deloitte Touche Tohmatsu
Ltd. was the successful purchaser and saying the purchase
agreement violates the law.

                       About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MONTANA ELECTRIC: PPL EnergyPlus Keeps $2.5MM Admin Expense Claim
-----------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher denied a joint motion -- by Lee
A. Freeman, the Chapter 11 trustee of Southern Montana Electric
Generation and Transmission Cooperative, Inc.; the Official
Committee of Unsecured Creditors in the case; and U.S. Bank
National Association as Indenture Trustee, and certain noteholders
consisting of Prudential Insurance Company of America, Universal
Prudential Arizona Reinsurance Company, Forethought Life Insurance
Company, and Modern Woodman of America -- to vacate an
administrative expense order dated Aug. 6, 2012, and fix the
objection deadline.  Pursuant to the Aug. 6, 2012 order, the Court
allowed PPL EnergyPlus, LLC an administrative expense claim of
$2,492,412 in SME's case.  According to Judge Kirscher, the
Chapter 11 Trustee, the Committee and Noteholders failed to
present a meritorious defense to PPL EnergyPlus' administrative
application. Therefore, the Court's Order will stand as entered.

A copy of the Court's Jan. 8, 2013 Memorandum of Decision is
available at http://is.gd/8n31VYfrom Leagle.com.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MOTA BROTHERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MOTA Brothers Asbestos, LLC
        25 South Whitney Street
        Hartford, CT 06106

Bankruptcy Case No.: 13-20035

Chapter 11 Petition Date: January 8, 2013

Court: U.S. Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Jeffrey M. Sklarz, Esq.
                  CONVICER, PERCY & GREEN, LLP
                  701 Hebron Avenue
                  Glastonbury, CT 06033
                  Tel: (203) 218-5498
                  Fax: (203) 367-9678
                  E-mail: jsklarz@convicerpercy.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ctb13-20035.pdf

The petition was signed by Arturo Mota, managing member.


MOUNTAIN PROVINCE: Closes Public Record for Environmental Review
----------------------------------------------------------------
Mountain Province Diamonds Inc. announced that the Mackenzie
Valley Environmental Impact Review Board closed the public record
for the Gahcho Kue environmental impact review on Jan. 3, 2013.
The closure of the public record marks a significant milestone in
the permitting of the Gahcho Kue diamond mine, a joint venture
with De Beers Canada Inc.

De Beers, the Gahcho Kue operator, made the following closing
statement:

"De Beers submits that the evidence presented in this proceeding
clearly establishes the following:

(A) The Project will result in significant and positive socio-
economic benefits to the NWT and its people, including Aboriginal
persons; and

(B) The development of the Project will not result in any
significant adverse environmental effects.

"Therefore, De Beers submits that the Panel should recommend to
the Minister that the Project be approved as proposed by De Beers.
Assuming the Project is approved, De Beers looks forward to
continuing to work with regulators and Aboriginal groups
throughout the rest of the regulatory process and throughout the
life of the Project."

The full text of the De Beers closing statement is available on
http://www.reviewboard.ca/

In a closing statement at the public hearings on Dec. 7, 2012, the
chairman of the Gahcho Kue Panel stated:

"The work plan for the Gahcho Kue Project states that the report
of Environmental Impact for review will be completed by July 2013.
I hope we have demonstrated to everyone that timeliness is
something that is a high priority of the panel and as a result we
will endeavour to complete the report before that date."

Mountain Province President and CEO, Patrick Evans, said: "Based
on the high level of government and public support for the Gahcho
Kue diamond mine, combined with the encouraging statement from the
chairman of the Gahcho Kue Panel, we are optimistic that we will
receive an early and positive recommendation supporting the Gahcho
Kue development plan.  We are also hopeful that Canada's Minister
of Aboriginal Affairs and Northern Development will move swiftly
to approve the development of Gahcho Kue once he has received the
recommendation of the Panel."

Mr. Evans noted that a decline in production from the existing
Ekati and Diavik diamond mines, as they enter their sunset years,
contributed to an approximate 5 percent drop in the GDP of the
Northwest Territories.  "Gahcho Kue, as the world's largest new
diamond mine, is critical to the future of Canada's diamond
industry and will contribute important benefits to all the people
of the Northwest Territories."

Mountain Province Diamonds is a 49% participant with De Beers
Canada in the Gahcho Kue JV located at Kennady Lake in Canada's
Northwest Territories.  The Gahcho Kue Project consists of a
cluster of four diamondiferous kimberlites, three of which have a
probable mineral reserve of 31.3 million tonnes grading 1.57
carats per tonne for total diamond content of 49 million carats.

Gahcho Kue is the world's largest and richest new diamond
development project.  A December 2010 feasibility study filed by
Mountain Province (available on SEDAR) indicates that the Gahcho
Kue 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.


MSR RESORT: U.S. Wants Sale Postponed to Clear Up $331MM Tax Issue
---------------------------------------------------------------
Joseph Checkler at Daily Bankruptcy Review reports that the U.S.
has a $331 million problem with the sale of a group of luxury
resorts to the government of Singapore. Acocrdingly, the U.S.
wants the sale process postponed.

As reported in the TCR last month, the Government of Singapore
Investment Corp. is set to buy a group of resorts owned by hedge
fund Paulson & Co. for $1.5 billion after no competing bidders
emerged for the bankrupt properties.  An auction for the
properties was canceled after no competing bids were received,
leaving GIC, a sovereign wealth fund, as the successful bidder.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

In December 2012, Bankruptcy Judge Sean H. Lane signed off on MSR
Resort's disclosure statement, clearing the resort owner to begin
soliciting votes for its Chapter 11 plan following a recent
agreement to sell off its five-resort portfolio for $1.5 billion.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NCL CORPORATION: S&P Puts 'B+' Corp. Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Miami,
Fla.-based cruise operator NCL Corp. Ltd., including the 'B+'
corporate credit rating, on CreditWatch with positive
implications.

In the event NCL completes its proposed IPO, S&P expects to take
the following rating actions:

   -- Raise the corporate credit rating one notch to 'BB-'
      from 'B+';

   -- Raise the issue-level rating on the first-lien senior
      secured notes due 2016 one notch to 'BB+' from 'BB'; the
      recovery rating will remain '1'; and

   -- Raise the issue-level rating on the senior notes due
      2018 one notch to 'BB-' from 'B+' and revise the recovery
      rating on this debt to '3' from '4'.  We anticipate that
      recovery prospects for the notes will improve enough to
      warrant an upward revision in the notes recovery rating
      following anticipated debt repayment from the IPO proceeds.

The action follows the company's amended S-1 filing which
commences the active marketing period for a proposed IPO of NCL's
common stock.  The company anticipates the IPO, not including the
underwriters' overallotment, to generate approximately
$370 million in net proceeds, which would be used for debt
repayment.

"The CreditWatch positive listing on the company's existing 'B+'
corporate credit rating reflects the prospects that NCL may
complete the IPO over the near term," said Standard & Poor's
credit analyst Emile Courtney.

This would result in a significant reduction in debt and a
moderate decrease in interest expense, and an improved financial
risk assessment on the company.  Following the IPO, S&P's
expectation for lease and port commitment-adjusted debt to EBITDA
in 2013 will improve to the low-5x area from the high-5x area
previously, and S&P's expectation for funds from operation (FFO)
to total adjusted debt in 2013 will improve to around 15% in 2013
from the low-teens percentage area previously.  "In addition, we
believe that EBITDA coverage of interest expense will improve to
the high-3x area in 2013.  These leverage and coverage measures
would be in line with an "aggressive" financial risk assessment,
in our view, compared with a "highly leveraged" financial risk
assessment previously.  Additionally, anticipated leverage
measures in 2013 after the IPO would be in line with the 5.5x
threshold for debt to EBITDA and the 15% threshold for FFO to
total debt that we believe are in line with a one notch higher
'BB-' rating on NCL," S&P said.

Following the completion of the IPO, a one notch higher 'BB-'
corporate credit rating on Miami, Fla.-based NCL Corp. Ltd. would
reflect Standard & Poor's Ratings Services' assessment of the
company's financial risk profile as "aggressive" and S&P's
assessment of its business risk profile as "fair," according to
its criteria.

S&P will monitor NCL's progress toward completing the proposed IPO
in order to resolve the CreditWatch listing.



NEDAK ETHANOL: Faces Collateral Disposition, Assets Foreclosure
---------------------------------------------------------------
As previously disclosed, NEDAK Ethanol, LLC, is in default under
its loan agreements with both its senior lender, AgCountry Farm
Credit Services, FLCA, and its tax increment financing lender,
Arbor Bank and both the Senior Lender and the TIF lender have
accelerated the repayment of all amounts due under the respective
loan agreements and informed the Company that they intend to
exercise their remedies under the respective loan agreements and
take those actions as deemed necessary or desirable to protect
their interest in the collateral which includes all or
substantially all of the assets of the Company.

On Jan. 2, 2013, the Company received a Notice of Disposition of
Collateral from the TIF Lender notifying the Company that the TIF
Lender intends to exercise its right to sell in public all of the
Company's now owned or hereafter acquired right, title and
interest in and to that certain United States of America, State of
Nebraska, City of Atkinson, Taxable Tax Increment Revenue Note
(NEDAK Ethanol L.L.C. Project) Series 2007A, in the original
principal amount of $6,864,000, dated as of June 19, 2007,
executed by the City of Atkinson, Nebraska, to and in favor of the
Company.  The City of Atkinson, Nebraska, issued the City TIF Note
to the Company to reimburse the Company for certain infrastructure
improvements relating to the Company's plant.

The City TIF Note is an obligation of the City, not of the
Company, and serves as collateral for the loan received by the
Company from the TIF Lender pursuant to the Loan Agreement dated
June 19, 2007, as amended and supplemented by that certain First
Amendment to Loan Agreement dated Dec. 31, 2011.  Pursuant to the
TIF Loan Documents, upon an event of default by the Company, the
TIF Lender has the right to sell the City TIF Note.

The Disposition Notice provides that a sheriff's sale for the City
TIF Note is scheduled to be held inside the front door of the Holt
County Courthouse in O'Neill, Nebraska on Jan. 18, 2013, at 1:30
p.m.

As previously disclosed, the Senior Lender recorded a Substitution
of Trustee under the Deed of Trust, Security Agreement, Assignment
of Leases and Rents and Fixture Financing Statement, as amended
which secures the indebtedness under the Senior Lender loan
documents and on Oct. 8, 2012, the substitute trustee recorded a
Notice of Default and Election to Sell the trust property.  The
trust property includes the plant site, the transload site, the
Company's leased property and easements as described in more
detail in the Deed of Trust.  The Company had two months following
the recording of the Election to Sell Notice to cure the defaults
under the Senior Lender loan agreements and pay the entire unpaid
principal sum secured by the Deed of Trust.  Also as previously
disclosed, the Company did not cure the defaults within the two-
month period.  The substitute trustee has exercised its right to
foreclose on the trust property and has initiated foreclosure
proceedings to sell the trust property at a sheriff's sale
scheduled for 2:00 p.m. on Jan. 22, 2013, inside the front door of
the Holt County Courthouse in O'Neil, Nebraska.

Although the Company continues to explore all of its options
including, without limitation (i) continued discussions with the
Senior Lender and the TIF Lender, (ii) seeking new sources of
financing and (iii) searching for potential purchasers of the
Company or its assets, the Company can give no assurance that it
will obtain sufficient funds from any sources to enable the
Company to cure the defaults under its loan agreements with its
lenders or that if it can obtain any additional financing, that
such financing would be sufficient to restart production at the
plant and commence operations.  The Company also can give no
assurance that it will be able to find a potential purchaser of
the Company or its assets, reach any agreement with its lenders
that will enable the Company to restructure its current
indebtedness or otherwise avoid the initiation and completion of
the above-described foreclosure proceedings.

The Company expects that upon completion of the foreclosure
proceedings, there will not be any monies or assets available to
distribute to its members or creditors other than the Senior
Lender and that the Company will not be in a position to resume
operations.

                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

NEDAK Ethanol reported a net loss of $781,940 on $152.11 million
of revenue in 2011, compared with a net loss of $2.08 million on
$94.77 million of revenue in 2010.

The Company's balance sheet at March 31, 2012, showed
$73.42 million in total assets, $33.68 million in total
liabilities, $10.80 million in preferred units Class B, and
$28.93 million in total members' equity.

                 Amends Agreement with AgCountry

In February 2007, the Company entered into a master credit
agreement with AgCountry Farm Credit Services FCA regarding a
senior secured credit facility.  As of Dec. 31, 2010, and
throughout 2011, the Company was in violation of several loan
covenants required under the original credit agreement and
therefore, the Company was in default under the credit agreement.
However, the Company entered into a forbearance agreement with
AgCountry which remained effective until June 30, 2011.  This
default resulted in all debt under the original credit agreement
being classified as current liabilities effective as of Dec. 31,
2010.  The loan covenants under the original credit agreement
included requirements for minimum working capital of $6,000,000,
minimum current ratio of 1.20:1.00, minimum tangible net worth of
$41,000,000, minimum owners' equity ratio of 50%, and a minimum
fixed charge coverage ratio of 1.25:1.00, and also included
restrictions on distributions and capital expenditures.

On Dec. 31, 2011, the Company and AgCountry entered into an
amended and restated master credit agreement pursuant to which the
parties agreed to restructure and re-document the loans and other
credit facilities provided by AgCountry.

Under the amended agreement, the Company is required to make level
monthly principal payments of $356,164 through Feb. 1, 2018.
Beginning on Sept. 30, 2012, and the last day of the first,
second, and third quarters thereafter, the Senior Lender will make
a 100% cash flow sweep of the Company's operating cash balances in
excess of $3,600,000 to be applied to the principal balance.  In
addition, the Company is required to make monthly interest
payments at the one month LIBOR plus 5.5%, but not less than 6.0%.
The interest rate was 6.0% as of Dec. 31, 2011.  In addition to
the monthly scheduled payments, the Company made a special
principal payment in the amount of $7,105,272 on Dec. 31, 2011.
As of Dec. 31, 2011, and 2010, the Company had $26,000,000 and
$38,026,321 outstanding on the loan, respectively.


NEP/NCP: S&P Assigns 'B' Corp. Credit Rating
--------------------------------------------
Standard & Poor's Ratings Services assigned Pittsburgh-based
NEP/NCP Holdco Inc. its 'B' corporate credit rating.  The outlook
is stable.

At the same time, S&P assigned NEP/NCP Holdco's first-lien credit
facility S&P's 'B' issue-level rating, with a recovery rating of
'3', indicating S&P's expectation for meaningful (50% to 70%)
recovery for lenders in the event of default.  The first-lien
credit facilities consist of a $60 million revolving credit
facility due 2018 and a $455 million first-lien term loan facility
due 2020.

"We also assigned NEP/NCP Holdco's $165 million second-lien term
loan due 2020 our 'CCC+' issue-level rating with a recovery rating
of '6', indicating our expectation for negligible (0% to 10%)
recovery for lenders in the event of default," S&P said.

S&P also withdrew its 'B' corporate credit ratings on ASP NEP/NCP
Holdco Inc. and its operating subsidiary NEP II Inc., which both
no longer have outstanding debt.

"The corporate credit rating on NEP/NCP Holdco Inc. (NEP) reflects
our expectation that NEP's leverage will remain high, given the
company's ownership by private-equity investors and its high
capital intensity," said Standard & Poor's credit analyst Hal
Diamond.

"We view NEP's business risk profile as "weak" (based on our
criteria), given its narrow business focus, high customer
concentration, potential volatility over the intermediate term
stemming from possible contract gains and losses, and the somewhat
unpredictable revenue trends of its Studios and Screenworks
units.  We view the markets in which NEP operates as relatively
mature and expects low-single-digit percent organic revenue
growth.  We regard NEP's financial risk profile as "highly
leveraged" (based on our criteria) because of its high debt
burden, high capital expenditures, and likelihood of future
acquisitions that will limit future deleveraging.  We assess the
company's management and governance as "fair," as we believe there
are significant risks relating to its private-equity ownership,"
S&P noted.

NEP is a niche provider of outsourced production services for
sporting events and entertainment.  The company's mobile broadcast
TV business in the U.S. generates nearly 60% of EBITDA, and the
business derives roughly 80% of its revenue from long-term
contracts and repeat customers.  S&P views NEP's business risk
profile as weak because of its narrow business focus and high
customer concentration, with its top five customers accounting for
almost 60% of sales.  Competitive pressures can also affect
operating performance.  When broadcast or cable networks renew
broadcasting rights for sporting events or when these rights
change hands, NEP generally must renegotiate its long-term
contracts with the rights holder.  Although NEP's contract renewal
record historically has been very high, the loss of a network
client could significantly affect EBITDA.  Furthermore, the
company is vulnerable to potential labor actions in major sports
leagues.


NEW PEOPLES: Blaine White Hikes Equity Stake to 20.5%
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Blaine Scott White disclosed that, as of
Dec. 28, 2012, he beneficially owns 4,634,273 shares of common
stock of New Peoples Bankshares, Inc., representing 20.52% of the
shares outstanding.  Mr. White previously reported beneficial
ownership of 2,741,855 common shares or a 19.28% equity stake as
of Sept. 19, 2012.

On Dec. 28, 2012, 1,475,933 shares of the Company's common stock
were issued to Mr. White as a result of his investment in the
rights offering of common stock of New Peoples Bankshares that
closed on Dec. 20, 2012.  Mr. White through indirect purchases in
the rights offering acquired 161,000 additional shares of common
stock.  Mr. White was awarded an additional 295,186 warrants to
purchase common stock.  Through indirect purchases of related
parties, an additional 20,216 warrants were awarded.  Total shares
of common stock after the completion of the stock offering is
3,757,834 shares directly owned and 161,000 indirectly owned.
Total warrants to purchase common stock directly owned are 687,163
and indirectly 20,216.  Total stock options to purchase common
stock were 8,060 options.

A copy of the amended Schedule 13D is available at:

                        http://is.gd/24g9Yk

                    About New Peoples Bankshares

New Peoples Bankshares, Inc., is a Virginia bank holding company
headquartered in Honaker, Virginia.  New Peoples subsidiaries
include: New Peoples Bank, Inc., a Virginia banking corporation
(the Bank) and NPB Web Services, Inc., a web design and hosting
company (NPB Web).

The Bank is headquartered in Honaker, Virginia and operates 27
full service offices in the southwestern Virginia counties of
Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise,
Lee, Smyth, and Bland; Mercer County in southern West Virginia and
the eastern Tennessee counties of Sullivan and Washington.

According to the Company's quarterly report for the period ended
June 30, 2012, the Company and the Bank are subject to various
capital requirements administered by federal banking agencies.

"The Bank was well capitalized as of June 30, 2012, as defined by
the capital guidelines of bank regulations, however, the Company
continued to be below the minimum capital requirements as a result
of the Tier 1 leverage ratio decreasing to 3.72%, which was below
the minimum requirement of 4.00%.  Subject to the conversion of
the director notes, we expect to return to well-capitalized status
at the holding company level in 2012.  The Company's capital as a
percentage of total assets was 3.27% at June 30, 2012, compared to
3.70% at Dec. 31, 2011."

The Company's balance sheet at Sept. 30, 2012, showed $708.21
million in total assets, $680.10 million in total liabilities and
$28.11 million in total stockholders' equity.


NEW PEOPLES: Harold Keene Hikes Equity Stake to 18.3%
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Harold Lynn Keene disclosed that, as of
Dec. 28, 2012, he beneficially owns 4,124,176 shares of common
stock of New Peoples Bankshares, Inc., representing 18.29% of the
shares outstanding.  Mr. Keene previously reported beneficial
ownership of 2,278,566 common shares or a 16.04% equity stake as
of Sept. 19, 2012.

On Dec. 28, 2012, 1,538,009 shares of the Company's common stock
were issued to Mr. Keene as a result of his investment in the
rights offering of common stock of New Peoples Bankshares that
closed on Dec. 20, 2012.  Mr. Keene was awarded an additional
307,601 warrants to purchase common stock.  Total shares of common
stock after the completion of the stock offering is 3,437,589
shares directly owned.  Total warrants to purchase common stock
directly owned are 678,527.  Total stock options to purchase
common stock were 8,060 options.

A copy of the amended Schedule 13D is available for free at:

                        http://is.gd/hygYoU

                   About New Peoples Bankshares

New Peoples Bankshares, Inc., is a Virginia bank holding company
headquartered in Honaker, Virginia.  New Peoples subsidiaries
include: New Peoples Bank, Inc., a Virginia banking corporation
(the Bank) and NPB Web Services, Inc., a web design and hosting
company (NPB Web).

The Bank is headquartered in Honaker, Virginia and operates 27
full service offices in the southwestern Virginia counties of
Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise,
Lee, Smyth, and Bland; Mercer County in southern West Virginia and
the eastern Tennessee counties of Sullivan and Washington.

According to the Company's quarterly report for the period ended
June 30, 2012, the Company and the Bank are subject to various
capital requirements administered by federal banking agencies.

"The Bank was well capitalized as of June 30, 2012, as defined by
the capital guidelines of bank regulations, however, the Company
continued to be below the minimum capital requirements as a result
of the Tier 1 leverage ratio decreasing to 3.72%, which was below
the minimum requirement of 4.00%.  Subject to the conversion of
the director notes, we expect to return to well-capitalized status
at the holding company level in 2012.  The Company's capital as a
percentage of total assets was 3.27% at June 30, 2012, compared to
3.70% at Dec. 31, 2011."

The Company's balance sheet at Sept. 30, 2012, showed $708.21
million in total assets, $680.10 million in total liabilities and
$28.11 million in total stockholders' equity.


ORANGE COUNTY HOUSING: S&P Puts 'B+' Bond Rating on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'A' and 'B+'
long-term ratings on Orange County Housing Finance Authority,
Fla.'s multifamily housing revenue bonds (H.A.N.D.S. Inc. Project)
series 1995A and (Green Gables fka Alhambra Trace Apartments
Project) series 1998C, respectively, on CreditWatch with negative
implications.  This action follows repeated attempts by Standard &
Poor's to obtain timely information of satisfactory quality to
maintain S&P's ratings on the securities in accordance with its
applicable criteria and policies.  Failure to receive the
requested
information by Jan. 22, 2013, will likely result in S&P's
suspension of the affected rating, preceded, in accordance with
S&P's policies, by any change to the rating that S&P consider
appropriate given available information.


ORLAND PARK: Case Summary & 9 Unsecured Creditors
-------------------------------------------------
Debtor: Orland Park Petroleum, LLC
        3910 Reserve Lane
        Joliet, IL 60431

Bankruptcy Case No.: 13-00614

Chapter 11 Petition Date: January 8, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Timothy A. Barnes

Debtor's Counsel: Timothy C. Culbertson, Esq.
                  LAW OFFICES OF TIMOTHY C. CULBERTSON
                  1107 Lincoln Avenue
                  Fox River Grove, IL 60021
                  Tel: (847) 913-5945
                  Fax: (847) 574-8220
                  E-mail: tcculb@yahoo.com

Scheduled Assets: $92,427

Scheduled Liabilities: $4,060,998

The Company's list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-00614.pdf

The petition was signed by Nrupesh Desai, managing member.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Elk Grove Village Petroleum, LLC      12-49658            12/19/12
Joliet Petroleum, LLC                 12-49711            12/19/12
Oswego Petroleum, LLC                 12-49712            12/19/12


OXFORD FINANCE: S&P Assigns 'B+' Issuer Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issuer credit rating on Oxford Finance LLC.  The outlook is
stable.  We also assigned a 'B' rating on Oxford Finance LLC and
Oxford Finance Co-Issuer Inc.'s proposed issuance of $200 million
in senior unsecured notes.

"Our rating on Oxford reflects its high-growth strategy; its large
loans to higher-risk, venture capital-backed borrowers; and its
reliance on secured funding vehicles," said Standard & Poor's
credit analyst Brendan Browne.  "Oxford's track record of low
credit losses and strong earnings and its niche market positions
are positive rating factors," S&P said

"Oxford makes senior secured term and revolving loans to life
science and health care services companies.  The company plans to
grow its loans quickly over the next few years, and we believe its
owners plan to fully or partially exit their investment in roughly
three to seven years.  Such growth entails risk, especially since
Oxford plans to expand quickly in some health care lending areas,
where it has a fairly short track record," S&P noted.

"The stable outlook reflects our expectation that Oxford will grow
rapidly but maintain careful underwriting and leverage of less
than 3x," said Mr. Browne.  "We also expect the company to ensure
that its subsidiary funding vehicles remain well in compliance
with their financial covenants," S&P noted

"We could lower our rating if its credit quality deteriorates or
its leverage rises more than we expect, particularly if that
pressures any of the company's debt covenants.  For instance, if
the company's nonperforming assets rise to more than 4% of its
loans, we could lower the rating.  An increase in leverage
to more than 3x could also pressure the rating," S&P added.

"We could raise our rating on Oxford if the company reduces its
large loan exposures, improves its funding, and continues to
demonstrate a strong record of low credit losses and
profitability.  For instance, a reduction in its largest 10
lending relationships to less than 20% of total loans could help
lead to an upgrade.  An improvement in its funding profile,
perhaps with a further increase in unencumbered assets, could also
lead us to raise the rating," S&P said.


PACIFIC JET: Shearman Dodges Malpractice Suit over Bad Investment
-----------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that a former Shearman
& Sterling LLP client on Tuesday lost his New York state appeals
court bid to hold the firm accountable for the $750,000 investment
he lost after his friend's company, Pacific Jet Inc., went
bankrupt.

A five-judge panel from the First Department of New York's Supreme
Court, Appellate Division said that former Shearman & Sterling
client James Garten's losses were caused by Pacific Jet's poor
financial condition and Garten's own misjudgment of the risk of
the investment, not the firm's alleged malpractice, the report
related.


PEAK RESORT: Hires BDO Capital as Investment Banker
---------------------------------------------------
Peak Resorts, Inc., dba Greek Peak Mountain Resort, filed papers
late in November asking the U.S. Bankruptcy Court for permission
to employ BDO Capital Advisors LLC as investment banker and
financial advisor.  Jeffrey R. Manning attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PENINSULA HOSPITAL: Ch. 11 Trustee Can Hire SAM as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Lori Lapin Jones, as Chapter 11 Trustee of the estates
of Peninsula Hospital Center (PHC), et al., to employ Storch Amini
& Munves, PC, as her special counsel in connection with her
investigation of the Debtors including, but not limited to, issues
relating to: (a) the filing of the bankruptcy cases; (b) the
laboratory at PHC; (c) the conduct of the Debtors' officers,
directors and professionals; (d) certain pre- and post-petition
transactions; and (e) whether to pursue (by settlement, suit or
otherwise) any resulting claims and causes of action.

It is anticipated that SAM will, among other work, conduct formal
and informal discovery and, depending on the outcome of SAM's
investigation, commence actions and/or engage in settlement
negotiations on behalf of the Trustee.

SAM informs the Trustee that is does not hold or represent any
interest adverse to the Trustee or the Debtors' estates and that
it has no connection with the Debtors, its creditors or other
parties in interest in this case.  As such, the Trustee believes
that SAM is "disinterested" as that term is defined in Bankruptcy
Code Section 101(14).

The Trustee proposes to employ SAM on a hybrid hourly-contingency
fee basis, with SAM's hourly fees capped at $100,000 and a
contingency fee of 33 1/3% of any resulting recoveries.  The
contingency fee will be calculated after deducting any expense
reimbursements owed to SAM, and will also be reduced by any hourly
fees already paid (or to be paid) to SAM.  SAM will initially cap
its investigation expenses from the estates for expense
reimbursement at $10,000, without prejudice to further application
to increase that cap as expenses are incurred and funds are
available, and SAM will seek to recover its expense reimbursements
in connection with any resulting claims and causes of action out
of any recoveries obtained for the Trustee.  If following the
investigation, the Trustee determines that litigation is
warranted, SAM will cooperate with the Trustee to seek sources of
funding, subject to Court approval, for any necessary expenses
that might be incurred for and during such litigation.

With respect to the hourly portion of SAM's retention, SAM will
charge for its legal services on an hourly basis in accordance
with its ordinary and customary hourly rates in effect on the date
such services are rendered.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PENNFIELD CORP: Committee Has OK for MorrisAnderson as Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized the Official Committee of Unsecured Creditors of
Pennfield Corporation and Pennfield Transport Company to employ
MorrisAnderson & Associates, Ltd., as financial advisor, nunc pro
tunc to Oct. 15, 2012.

As reported in the TCR on Dec. 4, 2012, the firm, will among other
things, provide these services:

     a. review of sales process and bid procedures to insure
        active 11 U.S.C. Sec. 363 sale;

     b. review the KEIP for reasonableness and aligned incentive
        with company performance; and

     c. review of a budget for attainability and impact of cash
        needs.

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

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield filed official lists showing assets of $7.2 million and
liabilities totaling $26.1 million, including $11.3 million in
secured claims. Debt includes $10 million owing to secured lender
Fulton Bank NA.


PENNFIELD CORP: Hiring Rettew Assoc. as Environmental Consultant
----------------------------------------------------------------
Pennfield Corporation asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for authorization to employ
Rettew Associates, Inc., as its environmental consultant.

As compensation for its services, Rettew is requiring that the
Debtor: (i) pay $4,200 in connection to a Phase I Environmental
Site Site Assessment for the Office Building in Lancaster, Pa.,
and (ii) $3,800 in connection to a Phase I for the farm in York,
Pa., for a total maximum amount due of $8,000.

To the best of the Debtor's knowledge, (i) Rettew does not have
any connection with the Debtor, its creditors or any other party
in interest, or their respective attorneys and accountants, (ii)
is a "disinterested person," as that term is defined in Sec.
101(14) of the Bankruptcy code, as modified by Section 1017(b) of
the Bankruptcy Code and (iii) does not hold or represent any
interest adverse to the Debtor or its estate.

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield filed official lists showing assets of $7.2 million and
liabilities totaling $26.1 million, including $11.3 million in
secured claims. Debt includes $10 million owing to secured lender
Fulton Bank NA.


PENINSULA HOSPITAL: Trustee Can Use Cash Until March 31
-------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York, in a twelfth interim order,
authorized Lori Lapin Jones, as Chapter 11 trustee for Peninsula
Hospital Center, et al., to use the cash collateral of 1199 SEIU
National Benefit Fund for Health and Human Services Employees,
1199 SEIU Health Care Employees Pension Fund, League/1199 SEIU
Training and Upgrading Fund, 1199 SEIU Employer Child Care Fund,
and League/1199 SEIU Health Care Industry Job Security Fund.

The Court ordered that, among other things:

   1. The Trustee will pay the monthly benefits to the 1199 Funds
(in amounts agreed upon between the Trustee and the 1199 Funds
each month) on or before the last day of each month, commencing on
Dec. 31, 2012, and continuing each month thereafter.  Each of
JPMorgan Chase Bank, NA, Revival Funding Co., LLC, and the
Committee will be advised of any agreed material modifications to
the Budget;

   2. The balance of the amounts owed to the 1199 Funds for the
postpetition period due Jan. 31, 2013, Feb. 28, 2013, and March
31, 2013, will be treated as an allowed administrative expense
claim of the 1199 Funds;

   3. The Trustee will be authorized on consent to use the Cash
Collateral of the 1199 Funds in connection with the wind down of
PHC substantially in accordance with the Budget through and
including March 31, 2013, pending further order of the Court;

   4. The Trustee will be authorized on consent to use the Cash
Collateral of the 1199 Funds and Revival in connection with the
ordinary course operations of PGN in amounts not materially
greater than is set forth in the Budget through and including
March 31, 2013, pending further order of the Court.  In the event
a Receiver assumes responsibility to operate PGN prior to
March 31, 2013, the Trustee acknowledges that the operating
expenses of PGN upon such appointment will largely cease;

   5. The 1199 Funds agree that there will be carved out from the
proceeds payable to the 1199 Funds on account of the lien and
secured claim it asserts against PGN an amount of up to $500,000
(the "Trustee Additional Fee Carveout") for the exclusive use of
paying the commissions, fees and expenses of the Trustee,
Garfunkel Wild, P.C., and LaMonica, Herbst & Maniscalco, LLP (the
"Trustee's Professionals") solely in the event, and only to the
extent, that there are insufficient funds in the estate of PGN,
whether from the proceeds from the sale of the assets and
properties of PGN or otherwise, to pay the allowed amount of any
commissions, fees or expenses of the Trustee and the Trustee's
Professionals.

   6. Upon expiration of this Thirteenth Interim Order, the
Trustee in each case will be authorized to use the Cash Collateral
of the 1199 Funds and Revival to pay any accrued amounts under the
Budget appended to the Thirteenth Interim Order Authorizing the
Use of Cash Collateral which were not paid as of the expiration of
this Twelfth Thirteenth Interim Order;

   7. The Trustee will continue to maintain segregated accounts
for the Trustee Fee Carveout, the Committee Fee Carveout and the
Ombudsman Carvout, and will fund those accounts only in accordance
with the Budget.  Any amounts in the Trustee Fee Carveout, the
Committee Fee Carvout and/or the Ombudsman Carveout accounts that
have been segregated under the Ninth and Tenth Interim Orders and
this Thirteenth Interim Order may be used to pay any interim
awards of commissions, fees and expenses of the Trustee and the
Trustee's professionals, the Committee's professionals and/or the
Ombudsman and his professional as may be allowed by the Bankruptcy
Court.  Any portion of the Trustee Fee Carveout, the Committee Fee
Carveout or the Ombudsman Carveout not so used in connection with
the payment of any interim awards of commissions, fees and
expenses of the Trustee and the Trustee's professionals, the
Committee's professionals or the Ombudsman and his professional
will kbe maintained by the Trustee in the separate accounts and
may be used to pay any subsequent allowance of commissions, fees
and expenses of the Trustee and the Trustee's professionals, the
Committee's professionals or the Ombudsman, and his professionals
as may be allowed by the Bankruptcy Court.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PHI GROUP: Signs Agreement to Acquire Indonesian Coal Asset
-----------------------------------------------------------
PHI Group, Inc., has signed a definitive agreement to acquire 70%
of equity ownership in PT. Tambang Sekarsa Adadaya, an Indonesian
company, in exchange for cash and stock.

According to the agreement, PHI Group will pay a total of
$5,250,000 in PHI Group common stock and $5,250,000 in cash to
TSA, which owns a 9,690-hectare coal concession purportedly with
71,038,925 MT measured coal resources and 205,334,343 MT indicated
coal resources in West Sulawesi, Indonesia, for the aforementioned
70% equity stake.  Subject to additional technical, legal and
financial verifications to be performed by independent
professionals, both parties expect to close the contemplated
transaction in the latter part of March 2013.

Specifications from laboratory analysis of coal samples at this
concession are as follows: Gross Calorific Value: 6,278 Kcal/Kg
(ADB); Total Moisture: 6.0% (ARB); Inherent moisture: 3.4% (ADB);
Ash: 17.1% (ADB); Total sulfur: 0.87% (ADB); Volatile matter:
34.1% (ADB); Fixed carbon: 45.4% (ADB). For reference purposes,
FOB/MV price of this coal grade is approximately $US75 per MT. The
company intends to set the production level at 3 million MT per
year by the second year of full operation.

This transaction is part of PHI Group's plan to accumulate a
sizable portfolio of coal assets to respond to the increasing
demand for coal in the Asia-Pacific region.  Annual world coal
demand is expected to grow from 7.6 billion MT in 2011 to 8.9
billion MT in 2016 and more than 85% of global demand growth will
come from China and India.  New coal-fueled generation of 395 GW
is expected by 2016.  In 2011, total global coal exports amounted
to 1,040 million MT, of which Indonesia accounted for 319 million
MT and Australia 281 million MT. Other countries in Asia Pacific
all need to import coal to generate electricity.  For example, by
2017, Vietnam will need to import 24 million MT and Malaysia 29.7
million MT per year.  As Japan shuts down 50 nuclear power plants
by 2040, it will need to rely more on natural gas, coal and
renewables to fill that gap.

Henry Fahman, Chairman of PHI Group, said, "We are currently
working with professional teams to conduct the independent due
diligence requirements for the closing of this transaction and
will update our shareholders and investors on the progress."

                          About PHI Group

Huntington Beach, Calif.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

In its auditors' report accompanying the consolidated financial
statements for the fiscal year ended June 30, 2011, Dave Banerjee
CPA, in Woodland Hills, Calif., expressed substantial doubt about
PHI Group's ability to continue as a going concern.  The
independent auditors noted that the Company has accumulated
deficit of $28,177,788 and net loss amounting $1,178,297 for the
year ended June 30, 2011.

The Company reported a net loss of $1.2 million for the fiscal
year ended June 30, 2011, compared with a net loss of $3.6 million
for the fiscal year ended June 30, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.46 million
in total assets, $10.11 million in total liabilities, all current,
and a $7.65 million total stockholders' deficit.


RAHA LAKES: Can Access San Pedro Cash Collateral Until Feb. 28
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Raha Lakes Enterprises, LLC, and Mehr in Los Angeles
Enterprises, LLC, final authorization to use cash collateral of
San Pedro Investment, LLC, on a final basis, pursuant to the
Stipulation between the Debtors and San Pedro Investment, LLC,
through and including Feb. 28, 2013.

As reported in the TCR on Nov. 6, 2012, as additional adequate
protection, San Pedro Investment, LLC, is granted a replacement
lien upon all post petition assets of the Debtor's estate (except
any "avoidance actions" arising under Sections 544, 545, 546, 547,
548, 549, 550 or any similar provisions of the Bankruptcy Code) to
the same extent, validity and priority as San Pedro's liens upon
the Debtor's prepetition assets.

San Pedro Investment, LLC, as assignee of Wilshire State Bank, is
owed $8,737,301 and has a security interest in virtually all of
the Debtors' assets.

                          About Raha Lakes
                      and Mehr in Los Angeles

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes estimated $10 million to $50 million in
assets, and $1 million to $10 million in debts.  The petition was
signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


RAHA LAKES: Can Employ Kogan Law Firm as Counsel
------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Raha Lakes Enterprises, LLC, to employ Kogan Law Firm,
APC, as counsel.

KLF received a prepetition retainer from the Debtors in the total
amount of $38,000, which was allocated -- $30,000 to Raha Lakes,
the lead case and $8,000 to debtor-affiliate Mehr in Los Angeles
Enterprises, LLC, which is kept in a segregated trust account.
Prior to the petition date, $8,867 was spent prepetition to pay
for the fees and expenses incurred by KLF.

To the best of the Debtors' knowledge, Kogan Law does not
represent an interest adverse to the Debtors.

                         About Raha Lakes
                      and Mehr in Los Angeles

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes estimated $10 million to $50 million in
assets, and $1 million to $10 million in debts.  The petition was
signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.

In its schedules, Raha Lakes Enterprises, LLC, disclosed
$26,107,381 in total assets and $9,106,898 in total liabilities as
of the Petition Date.


RAHA LAKES: Employs Daum Commercial as Real Estate Brokers
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Raha Lakes Enterprises, LLC, et al., to employ Daum
Commercial Real Estate Services as real estate agents.

The Debtor has tapped Sehyung Kim and Kam Elghanian of Daum as
real estate agents to list and market the property located at 900
South San Pedro Street, Los Angeles, and in South-East corner of
the 9th Street and San Pedro Street, in the garment District in
Downtown Los Angeles, in order to obtain the highest price for the
same.

The proposed listing price of the property is $26,000,000.  The
Debtor agreed to pay the agents on a commission basis at the
collective rate of 3% of the listing price.

To the best of the Debtor's knowledge, Daum Commercial represents
no interest adverse to the Debtors.

                          About Raha Lakes
                      and Mehr in Los Angeles

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes estimated $10 million to $50 million in
assets, and $1 million to $10 million in debts.  The petition was
signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.

In its schedules, Raha Lakes Enterprises, LLC, disclosed
$26,107,381 in total assets and $9,106,898 in total liabilities as
of the Petition Date.


RCR PLUMBING: Chapter 11 Plan Declared Effective Dec. 14
--------------------------------------------------------
RCR Plumbing and Mechanical, Inc., sent notice that the Effective
Date of its Fourth Amended Chapter 11 Plan occurred Dec. 14, 2012.

The U.S. Bankruptcy Court for the Western District of Texas
confirmed the Debtor's Plan on Nov. 15, 2012.

The deadline to file a request for payment of an administrative
claim pursuant to 11 U.S.C. Sec. 503 (other than a Professional
Fee Claim) that was incurred from Oct. 12, 2011, through the date
of entry of the Confirmation Order and that has not already been
paid is Jan. 30, 2013.

Any claim for damages arising out of the rejection of an executory
contract or unexpired lease will be forever barred and will not be
enforceable under the Plan unless a Proof Claim for such Rejection
Claim is filed within 30 days after entry of the Confirmation
Order.

As reported in the TCR on Aug. 16, 2012, according to the
Disclosure Statement, PNC bank will receive full payment of the
outstanding principal and interests portions of its non-contingent
claim within 60 days of the effective date using funds from the
reserve account.  With respect to its contingent claim, the bank
will select from three options.  Under Option C, in which the
Debtor elects not to seek an order fixing the Estimated Claims of
American Insurance Co./and or Arch Insurance Company under the
LOCs, PNC will either (1) use the balance of the Reserve Account
to collateralize two new irrevocable standby LOCs in favor of Arch
and Ace or (2) release the balance of the funds in the Reserve
Account to a federally insured financial institution to use to
collateralize two new irrevocable standby LOCs in favor of Ace and
Arch.  Holders of general unsecured claims totaling $13.8 million
are impaired and within six months of the effective date of the
Plan, will receive an interim distribution to the extent the funds
are available.  Equity holders won't receive anything.

A copy of the First Amended Disclosure Statement dated June 26,
2012 is available for free at:

     http://bankrupt.com/misc/RCR_Plan_Outline_062612.pdf

                         About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. at Weiland, Golden, Smiley et al., serve as the
Debtor's counsel.  Sidley Austin LLP as its special labor and
employment counsel BSW & Associates as financial advisor.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


RENFRO CORP: Moody's Affirms 'B2' CFR; Rates New $200MM Loan 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$220 million senior secured term loan of Renfro Corporation. At
the same time, Moody's affirmed the company's B2 corporate family
and probability of default ratings. The rating outlook is stable.

"Renfro's B2 corporate family rating has cushion to absorb the
proposed dividend recap," stated Moody's Analyst Mariko Semetko.
Moody's considered Renfro's high leverage pro forma for the $75
million dividend recapitalization, but maintained its B2 corporate
family rating and stable outlook based on the expectation that the
company will deleverage over the next twelve to eighteen months.
Furthermore, the rating assumes that the company will maintain
relatively healthy interest coverage and good liquidity.

Proceeds from the proposed $220 million senior secured term loan
combined with a modest use of cash on hand will be used to repay
the existing $142 million term loan and pay a $75 million
distribution to shareholders. This will be the first dividend to
the private equity owner, Kelso & Company, L.P., since the 2006
LBO. The $75 million dividend will fully return the capital
invested in the initial LBO and successive equity infusions for
acquisitions.

Concurrent with the dividend recapitalization, Renfro will enter a
new $60 million asset based revolving facility expiring in 2018
(unrated by Moody's), which Moody's expects will be undrawn at
closing. Moody's expects the company to maintain good liquidity
over the near term as cash on hand, cash flow generation, and
availability under the revolver should comfortably support the
company's seasonal working capital needs and capital expenditures.

The ratings are contingent upon the receipt and review of final
documentation.

The following was assigned:

  - Proposed $220 million senior secured term loan due 2019 at B2
    (LGD4, 52%)

The following were affirmed:

  - Corporate family rating at B2

  - Probability of default rating at B2

Upon completion of the transaction, the following will be
withdrawn:

  - Senior secured term loan due 2016 at B2 (LGD4, 56%)

The rating outlook is stable.

Ratings Rationale

Renfro's B2 corporate family rating reflects the company's high
debt leverage pro forma for the dividend recapitalization,
significant customer concentration, narrow product focus and
modest scale. The company's private equity ownership increases the
likelihood of aggressive financial policies and shareholder-
friendly activities that could be detrimental to lenders. At the
same time, Renfro's well recognized brand names, fundamentally
stable nature of the socks business, relatively good interest
coverage, and good liquidity support the rating.

The stable outlook reflects Moody's expectation that Renfro will
continue to generate positive free cash flow following the
dividend recapitalization and that credit metrics will modestly
improve through a combination of EBITDA growth and debt repayment
over the next twelve to eighteen months. The stable outlook also
assumes Renfro will maintain good liquidity.

Ratings could be upgraded if debt/EBITDA is sustained below 4
times and if EBITA/interest expense is sustained above 3 times
over a prolonged period. A higher rating would also require
maintenance of good liquidity including positive free cash flow
generation.

Ratings could be downgraded if debt/EBITDA approaches 6 times or
if EBITA/interest expense is sustained below 2 times. A
substantial deterioration of liquidity including negative cash
flow generation or adoption of more aggressive financial policies
may also result in a negative rating action.

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

Renfro Corporation, based in Mount Airy, North Carolina, is a
manufacturer and distributor of socks with annual revenues above
$500 million. The company designs, manufactures, and distributes
socks under exclusive licenses from third parties including Fruit
of the Loom, Dr. Scholl's, Polo and Ralph Lauren; owned brands
including Hot Sox, K. Bell and Copper Sole; and brands produced
under manufacturing agreements including Nike, Smartwool and Pearl
Izumi. The company has manufacturing facilities both domestically
and abroad, as well as has sourcing relationships with vendors in
Asia. Renfro has a significant customer concentration with Wal-
Mart. Private equity firm Kelso & Company, L.P., is the primary
owner of Renfro.


RENFRO CORP: S&P Rates $220MM Term Loan 'B'; Affirms 'B' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on North Carolina-based Renfro Corp. and revised the
rating outlook to stable from positive.

In addition, S&P assigned its 'B' issue-level rating on Renfro's
$220 million term loan B due 2019.  The recovery rating is '4',
indicating S&P's expectation of average (30% to 50%) recovery for
debtholders in the event of payment default.

"Today's outlook revision reflects the apparel manufacturer's
higher debt level and weaker credit metrics following its
recapitalization, and our belief that credit metrics will not
improve enough over the next year to support a higher rating,"
said Standard & Poor's credit analyst Jacqueline Hui.

The proceeds from the proposed $220 million term loan will mainly
refinance existing debt and also fund a dividend to the company's
financial sponsor.  S&P estimates pro forma adjusted leverage
increases to about 5.0x from 3.7x for the 12 months ended Oct. 27,
2012.

"The ratings on Renfro reflect our view that the company's
financial profile has weakened to "aggressive" from "significant"
due to the deterioration of credit metrics following the
recapitalization, and our belief that ratios will remain close to
current levels.  Our financial risk assessment also takes into
account the company's ownership and board control by a private
equity sponsor and its willingness to distribute debt-financed
dividends.  We believe Renfro's business risk profile will remain
"vulnerable," given its participation in the highly competitive
apparel manufacturing industry and its narrow product focus," S&P
noted," S&P said.

"We believe credit metrics will improve modestly over the next one
to two years through debt reduction.  (Renfro is a private company
and does not publicly disclose its financials.)  We expect
relatively steady operating performance given the replenishment
nature of its products.  We also expect credit metrics to remain
in line with the aggressive financial risk descriptor, and for
liquidity to remain adequate over the next year," S&P added.


REVSTONE INDUSTRIES: Creditors Get OK to Investigate Chairman
-------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a Delaware
bankruptcy judge on Wednesday permitted creditors of Revstone
Industries LLC to launch an investigation of the manufacturer's
founder and chairman over suspicions that he may be using personal
trusts to shield company assets from creditors.

At a court hearing in Wilmington, U.S. Bankruptcy Judge Brendan L.
Shannon cleared Revstone's official committee of unsecured
creditors to depose Chairman George Hofmeister and ordered the
executive to turn over a slew of documents, but also trimmed the
scope of the proposed investigation, the report related.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Lawyers at Richards, Layton & Finger, P.A.,
serve as the Debtor's counsel.  In its petition, Revstone
estimated under $50 million in assets and debts.


RITE AID: Files Form 10-Q, Posts $61MM Income in Q3 Fiscal 2013
---------------------------------------------------------------
Rite Aid Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $61.87 million on $6.23 billion of revenue for the 13 week
period ended Dec. 1, 2012, compared with a net loss of $51.98
million on $6.31 billion of revenue for the 13 week period ended
Nov. 26, 2011.

For the 39 week period ended Dec. 1, 2012, the Company reported a
net loss of $4.98 million on $18.93 billion of revenue, compared
with a net loss of $207.32 million on $18.97 billion of revenue
for the 39 week period ended Nov. 26, 2011.

The Company's balance sheet at Dec. 1, 2012, showed $7.18 billion
in total assets, $9.76 billion in total liabilities and a $2.57
billion total stockholders' deficit.

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

                        http://is.gd/m4tHAX

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said in February that Rite Aid's Caa2 Corporate Family
Rating reflects its weak credit metrics and unsustainable capital
structure with debt to EBITDA of 8.8 times and EBITA to interest
expense of 0.8 times.  Although Moody's believes that Rite Aid
earnings will benefit from Walgreen's dispute with Express Scripts
as well as from the strong generic pipeline, Moody's anticipates
that lower reimbursement rates will offset some of this positive
earnings pressure.  Thus, Moody's forecasts that Rite Aid's credit
metrics will remain weak.  In addition, Rite Aid faces a tradeoff
between the need to address its sizable 2014 and 2015 debt
maturities against the likelihood that any refinancing will be at
a higher interest rate.  Should Rite Aid successfully refinance
its 2014 and 2015 debt maturities, its borrowing costs will likely
increase further weakening Rite Aid's interest coverage.
Consequently, Moody's is concerned that Rite Aid may choose to
voluntarily restructure its debt over the medium term.


ROCHA DAIRY: Disclosure Statement Hearing on Jan. 16
----------------------------------------------------
Rocha Dairy, LLC, will return to the U.S. Bankruptcy Court for the
District of Idaho on Jan. 16, 2013, at 9:00 a.m. for a hearing on
the Third Amended Disclosure Statement explaining its Plan of
Reorganization.

Under the Third Amended Disclosure Statement, priority claims will
be paid in full; secured debts will be paid to the extent of their
values; unsecured debts will be paid (in a fair and equitable
manner) to the extent the unsecured property of the estate reaches
to those creditors or that the cash flow allows, and other
properties will be disbursed and addressed as approved by the
Court.

A full-text copy of the Third Amended Disclosure Statement is
available for free at:

      http://bankrupt.com/misc/ROCHA_DAIRY_ds_3amended.pdf

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No.
11-40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel to the Debtor.  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 Elcidio Rocha, member.


SANDRIDGE ENERGY: Shareholder Sues Over 'Proxy Put' on $4.3BB Debt
------------------------------------------------------------------
Peg Brickley at Daily Bankruptcy Review reports that shareholders
have turned to a Delaware corporate law court for aid in a proxy
fight with SandRidge Energy Inc. including an order compelling the
board to void a provision that requires the company to pay off
$4.3 billion worth of debt if the directors lose their jobs.

SandRidge Energy, Inc., is an independent oil and natural gas
company concentrating on development and production activities
related to the exploitation of its significant holdings in the
Mid-Continent area of Oklahoma and Kansas, west Texas and the Gulf
of Mexico.

                          *     *     *

In December 2012, Standard & Poor's Ratings Services affirmed its
'B' long-term corporate credit rating on Oklahoma City-based
SandRidge Energy Inc. "At the same time, we placed our 'B' issue
rating on the company's $4.3 billion of senior unsecured notes on
CreditWatch with negative implications. Upon completion of the
transaction (which we expect in February 2013), we expect to lower
the recovery rating on the notes to '5', resulting in the lowering
of the issue rating to 'B-'. A '5' recovery rating indicates our
expectation of modest (10% to 30%) recovery for lenders in the
event of a default," S&P said.

"The ratings on SandRidge reflect Standard & Poor's assessment of
the company's 'weak' business risk profile and 'highly leveraged'
financial risk profile. We base this assessment on what we deem to
be an aggressive growth strategy and financial policies--with
capital spending well in excess of internally generated cash flow.


SANTA CLARITA: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Santa Clarita Athletic Club, Inc.
        24640 Wiley Canyon Road
        Santa Clarita, CA 91321

Bankruptcy Case No.: 13-10570

Chapter 11 Petition Date: January 8, 2013

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

Judge: Sheri Bluebond

Debtor's Counsel: Michael A. Younge, Esq.
                  LAW OFFICE OF MICHAEL A. YOUNGE
                  160 N. Riverview Drive, Suite 200
                  Anaheim Hills, CA 92808
                  Tel: (714) 820-4526
                  Fax: (714) 820-4527
                  E-mail: youngelaw@aol.com

Scheduled Assets: $4,517,643

Scheduled Liabilities: $15,195,983

A copy of the Company's list of its eight unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-10570.pdf

The petition was signed by Charles E. Hamilton, president.


SBMC HEALTHCARE: Loses Plan Filing Exclusivity
----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
denied SBMC Healthcare, LLC's second motion for exclusivity
extensions.  According to the Hon. Jeff Bohm, the Court has
granted one extension of the exclusivity period, and the Court
declines to exercise its discretion to grant another extension of
the exclusive periods for filing and soliciting acceptances for
the proposed plan.

                      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, Esq., at Marilee A. Madan, P.C., in Houston, Tex., 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, Tex., serve as the Debtor's special
bankruptcy counsel.  Judge Jeff Bohm presides over the case.


SCHOOL SPECIALTY: Has Forbearance with Lenders Until Feb. 1
-----------------------------------------------------------
School Specialty, Inc., and certain of its wholly owned
subsidiaries entered into two forbearance agreements with their
lenders following events of default.

School Specialty entered into a Forbearance Agreement relating to
the Credit Agreement dated as of May 22, 2012, by and among the
Company, Wells Fargo Capital Finance, LLC (as Administrative
Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book
Runner) and General Electric Capital Corporation (as Co-Collateral
Agent and Syndication Agent) and GE Capital Markets, Inc. (as Co-
Lead Arranger and Joint Book Runner), and the Lenders that are
party to the Asset-Based Credit Agreement.

The Asset-Based Forbearance Agreement was entered into in
connection with Events of Default occurring under the Asset-Based
Credit Agreement as a result of the Minimum Liquidity Test under
Section 7(f) of the Asset-Based Credit Agreement being unsatisfied
as at the last day of the fiscal month of December 2012.

Under the terms of the Asset-Based Forbearance Agreement:

   * the Asset-Based Lenders have agreed to forbear from
     exercising their rights and remedies under the Asset-Based
     Credit Agreement, Guaranty and Security Agreement, and the
     other Loan Documents or applicable law in respect of or
     arising out of the Events of Default, until the earlier of
     Feb. 1, 2013, or a Termination Event under the Asset-Based
     Forbearance Agreement;

   * the Asset-Based Lenders have agreed to provide further
     Revolving Loans to the Company notwithstanding such Events of
     Default;

   * the Minimum Liquidity Test in Section 7(f) of the Asset-Based
     Credit Agreement is amended and restated to mean that, at the
     close of business on each Business Day, the sum of the
     Availability under the Asset-Based Credit Agreement plus the
     lesser of qualified cash of the Company at such time and
     $2,000,000 must exceed $3,000,000, and the Company has agreed
     that it will not permit the Minimum Liquidity Test to be
     unsatisfied at any time,

   * the Company has agreed to retain a chief restructuring
     officer, and

   * the Company has agreed to pay the Asset-Based Lenders a
     forbearance fee equal to $100,000, as well the Asset-Based
     Lenders' fees and expenses incurred in connection with the
     Asset-Based Forbearance Agreement.

Also on Jan. 4, 2013, the Company entered into a Forbearance
Agreement relating to the Credit Agreement dated as of May 22,
2012, among the Company, certain guarantor subsidiaries of the
Company, Bayside Finance, LLC, as Administrative Agent and
Collateral Agent, and the Lenders defined in the Term Loan Credit
Agreement.

The Term Loan Forbearance Agreement was entered into in connection
with Events of Default occurring under the Term Loan Credit
Agreement as a result of the Minimum Liquidity Test under Section
6.22 of the Term Loan Credit Agreement being unsatisfied as at the
last day of the fiscal month of December 2012.

Following the occurrence of those Events of Default, the Term Loan
Lenders declared all of the unpaid principal amount of the Term
Loans, all interest accrued and unpaid thereon and all other
Obligations (including the Early Payment Fee in the amount of
approximately $25 million) to be immediately due and payable or
otherwise accelerated, or approximately $93.7 million in the
aggregate, as of Jan. 4, 2013.

Under the terms of the Term Loan Forbearance Agreement:

   * the Term Loan Lenders have agreed to forbear from exercising
     their default-related rights and remedies under the Term Loan
     Credit Agreement, the other Loan Documents or applicable
     law solely to the extent the availability of those remedies
     arises exclusively from the Events of Default, until the
     earlier of Feb. 1, 2013, or a Forbearance Default under the
     Term Loan Forbearance Agreement;

   * the Company has agreed that it will not permit, at any time,
     the sum of the availability under the Asset-Based Credit
     Agreement plus the lesser of unrestricted cash of the Company
     at such time and $2,000,000 to be less than $3,000,000;

   * the Company has agreed to retain a chief restructuring
     officer; and

   * the Company has agreed to pay the Term Loan Lenders a
     forbearance fee equal to $100,500, as well the Term Loan
     Lenders' fees and expenses incurred in connection with the
     Term Loan Forbearance Agreement.

As of Dec. 29, 2012, the Minimum Liquidity Tests under Section
7(f) of the Asset-Based Credit Agreement and under Section 6.22 of
the Term Loan Credit Agreement were unsatisfied, which were Events
of Default under both agreements.

If the acceleration is not rescinded or annulled within 30 days
after notice, this would be an event of default under the
Company's 3.75% convertible subordinated debentures due 2026.  The
trustee or the holders of at least 25% in aggregate accreted
principal amount may declare the accreted principal amount of the
Debentures (approximately $169.3 million as of Dec. 29, 2012) and
any accrued and unpaid interest on the Debentures to be
immediately due and payable, subject to the subordination
provisions of the Debentures.

Copies of the Forbearance Agreements are available at:

                      http://is.gd/ShDUcP
                      http://is.gd/fFs18P

                   About School Specialty, Inc.

School Specialty is a leading education company that provides
innovative and proprietary products, programs and services to help
educators engage and inspire students of all ages and abilities to
learn.  The company designs, develops, and provides preK-12
educators with the latest and very best curriculum, supplemental
learning resources, and school supplies.  Working in collaboration
with educators, School Specialty reaches beyond the scope of
textbooks to help teachers, guidance counselors and school
administrators ensure that every student reaches his or her full
potential.

School Specialty's balance sheet at Oct. 27, 2012, showed $494.52
million in total assets, $394.58 million in total liabilities and
$99.93 million in total shareholders' equity.


SEARS HOLDINGS: E. Lampert to Serve as Chief Executive Officer
--------------------------------------------------------------
Sears Holdings Corporation announced that Louis J. D'Ambrosio will
step down as Chief Executive Officer for family health matters at
the end of the company's fiscal year on Feb. 2, 2013.  Edward S.
Lampert will then assume the role of CEO of Sears Holdings, in
addition to his role as Chairman of the Board of Directors.  Mr.
D'Ambrosio will remain on the Board until the company's next
Annual Meeting of Stockholders to be held in May 2013 and will be
available to assist with a smooth transition.

"The Board greatly appreciates Lou's strong leadership in
accelerating the transformation of Sears Holdings, and we
understand and respect his personal decision to step down," said
Mr. Lampert.  "Lou has guided Sears Holdings during a time of
rapid industry change to become a more customer and Member-focused
company and positioned us to lead in Integrated Retail.  His
contributions to our company have been significant, and the entire
Sears Holdings family wishes Lou and his family the very best."
Mr. Lampert added, "In light of Lou's decision to step down, the
Board feels it is important that there is continuity of leadership
during this important period of transformation and improvement at
Sears Holdings.  I have agreed to assume these additional
responsibilities in order to continue the company's recovery and
sustain the momentum we are experiencing, as well as further the
development of the management team under the distributed
leadership model, which provides our business unit leaders with
greater control, authority and autonomy.  Working closely with the
Board, management and our dedicated associates, we will remain
focused on executing our goals, improving operations and building
sustainable long-term value for shareholders.  All of this starts
with delivering great experiences to our Members."

Mr. D'Ambrosio said, "It has been a true privilege to serve the
customers, Members, shareholders and associates of Sears Holdings.
This was a very difficult decision, but necessary for family
considerations.  Sears Holdings is a remarkable company going
through an exciting transformation to serve its Members with
excellence in Integrated Retail.  I wish both the company and our
talented associates much success in completing the transformation
of Sears Holdings and look forward to supporting Eddie and the
rest of our management team during the transition."

                            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.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 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.


SEARS HOLDINGS: Expects $280MM-$360MM Net Loss for Feb. 2 Qtr.
--------------------------------------------------------------
Sears Holdings Corporation provides an update on its quarter-to-
date performance, financial position and progress against its
strategic priorities as the Company continues its transformation
to an integrated retailer.

Comparable store sales for the nine-week and year-to-date periods
ended Dec. 29, 2012, for its Sears Domestic and Kmart stores are
as follows:

                                       QTD        YTD
                                   ----------  ----------
             Sears Domestic           0.5%       -1.6%
             Kmart                   -3.8%       -3.7%
                                   ----------  ----------
             Total                   -1.8%       -2.6%
                                   ==========  ==========

Total domestic comparable store sales for the nine-week period
declined 1.8% largely due to sales declines in the consumer
electronics category at both Sears and Kmart.  Excluding the
consumer electronics category, total comparable stores sales
decreased 0.2%, with Sears Domestic increasing 2.4% and Kmart
decreasing 2.4%.

For the full year, Adjusted EBITDA is expected to be between $560
million and $660 million as compared to $277 million last year.

"We expect to generate domestic EBITDA improvement for the fourth
consecutive quarter, and have reduced net debt by $400 million as
of December 29, 2012," said Lou D'Ambrosio.  "We have also made
considerable progress on our strategic priorities of transforming
the Company around Integrated Retail and our ShopYourWay
membership program."

"We currently expect our reported net loss attributable to
Holdings' shareholders for the quarter ending February 2, 2013
will be between $280 million and $360 million, or between $2.64
and $3.40 loss per diluted share.  This includes an estimated non-
cash charge of approximately $450 million related to pension
settlements from our voluntary offer to term-vested employees and
$42 million of pension expense."

For the full year ending Feb. 2, 2013, the Company expects its
reported net loss attributable to Holdings' shareholders will be
between $721 million and $801 million.

As of Dec. 29, 2012, the Company reduced its net debt by more than
$400 million from the same period last year as debt declined from
$2.6 billion to $2.4 billion and cash increased from $0.9 billion
to $1.1 billion.  There were no borrowings outstanding on the
Company's domestic and Canadian revolving credit facilities at the
end of December, although we expect to end the fiscal year with
about the same level of domestic revolver borrowings as last year,
which was $838 million.

"During 2012, we believe that we demonstrated our financial
flexibility by generating $1.8 billion of proceeds as part of our
on-going asset re-configuration where we are redeploying our
capital in support of our member-centric, integrated retail
strategy.  This strategy also has the benefit of relying less upon
traditional real estate and inventory assets," said Robert
Schriesheim, Chief Financial Officer.

During the fourth quarter through Jan. 6, 2013, the Company has
not repurchased any of its common shares under its share
repurchase program.  The Company has remaining authorization to
repurchase $504 million of common shares under the previously
approved programs.

The company currently plans to release financial results for its
fiscal 2012 fourth quarter and full year on or about Feb. 28,
2013, before the market opens.

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

                        http://is.gd/ik2SnG

                            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.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 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.


SEJWAD HOTELS: Wants Chapter 11 Case Dismissed
----------------------------------------------
Sejwad Hotels & Development, LLC, asks the U.S. Bankruptcy Court
for the Central District of California to dismiss its Chapter 11
case, citing:

   1. Evertrust Bank has scheduled a trustee sale of the Debtor's
      Cerritos, California Property for Feb. 9, 2012.

   2. On July 10, 2012, the Court approved a stipulation between
      Evertrust Bank and the Debtor, among other things, granting
      Evertrust Bank relief from the automatic stay if the Debtor
      did not pay the bank by Sept. 30, 2012.  As the Debtor did
      not pay Evertrust Bank off by Sept. 30, 2012, Evertrust Bank
      has proceeded toward conducting a foreclosure sale.

   3. Given that there is no further automatic stay and that
      Evertrust Bank appears intent on foreclosing on the sole
      asset of the Debtor's estate, the Debtor believes that there
      is nothing further than can be accomplished in the Chapter
      11 proceeding and, therefore, and requests that its case be
      dismissed.

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.


SEQUENOM INC: Estimates $89 Million Revenue for 2012
----------------------------------------------------
Sequenom, Inc., announced preliminary highlights of the Company's
2012 performance and accomplishments.

Initial 2012 Performance Results (unaudited)

   * Total revenue of approximately $89 million, growth of
     approximately 59% year-over-year for 2012

   * Diagnostic services revenues of approximately $46 million,
     compared to $8.3 million in 2011.  Diagnostic services
     revenues continue to be recorded primarily as cash is
     received

   * Sales in the Genetic Analysis business of approximately $43
     million

   * More than 92,000 total prenatal and retinal diagnostic tests
     accessioned during the year

   * Strong increases in the adoption rate and sales of Sequenom
     Center for Molecular Medicine's (Sequenom CMM) MaterniT21
     PLUS lab-developed test (LDT):

     * More than 60,000 MaterniT21 PLUS tests accessioned in 2012

     * An annualized run rate of more than 120,000 MaterniT21 PLUS
       tests accessioned at the end of 2012

     * Approximately 56 million lives under coverage with growing
       number of payor contracts

     * Continued reimbursement as an out-of-network laboratory
       from large commercial payors

     * Total cash, cash equivalents, and marketable securities as
       of Dec. 31, 2012, were approximately $176 million

     * Cash burn of approximately $17 million for the fourth
       quarter of 2012

"2012 was a year of remarkable progress for Sequenom.  The rapid
adoption of the Sequenom CMM's MaterniT21 PLUS by the OB/GYN
physician community far exceeded the Company's internal goal and
the estimates of industry analysts.  The joint recommendation by
the American College of Obstetricians and Gynecologists (ACOG) and
the Society of Maternal and Fetal Medicine (SMFM) for the use of
noninvasive prenatal tests (NIPT) such as the MaterniT21 PLUS in
high risk pregnancies provided an additional validation for this
technology.  The company also exceeded the majority of its other
goals as it established Sequenom CMM as a leader in the prenatal
testing market," said Harry F. Hixson, Jr, Ph.D., Chairman and CEO
of Sequenom.  "We look forward to the continued growth of the
MaterniT21 PLUS LDT in 2013 and the corresponding increase in test
capacity.  We plan to work with national and regional payors to
establish additional contracts facilitating the availability of
the MaterniT21 PLUS LDT to high-risk pregnant women throughout the
United States."

On January 9, Chairman and CEO Harry F. Hixson, Jr., Ph.D, and
Ronald M. Lindsay, Ph.D., Director and EVP of Strategic Planning,
will present at the JP Morgan 31st Annual Healthcare Conference in
San Francisco, CA, starting at 11:30 am PT (2:30 pm ET) to provide
an overview of and update on the Company.

The presentation is expected to last approximately 30 minutes and
will be webcast live through the "Investors" section of the
Sequenom website at www.sequenom.com.  An audio replay will be
available for 30 days following the initial presentation webcast.
The presentation is currently posted on the Company's Web site.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $264.18
million in total assets, $188.60 million in total liabilities and
$75.58 million in total stockholders' equity.


SIERRA NEGRA: Amends Schedules of Assets and Liabilities
--------------------------------------------------------
Sierra Negra Ranch LLC filed with the U.S. Bankruptcy Court for
the District of Nevada an amendment to its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $25,949,250
  B. Personal Property            $7,704,145
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,619,277
E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $182,654
                                 -----------      -----------
        TOTAL                    $33,653,395       $4,801,931

A copy of its schedules is available for free at:

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

The Debtor in an earlier version of the schedules disclosed
$26,197,986 in total assets and $4,800,037 in total liabilities.

                       About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

The Debtor is "Single Asset Real Estate" as defined in 11 U.S.C.
Sec 101(51B) and its asset is located in Maricopa County, Arizona.


SIERRA NEGRA: Has Court's Nod to Hire Fair Anderson as Accountant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has granted
Sierra Negra Ranch, LLC, authorization to employ Fair Anderson &
Langerman to provide accounting services during the course of the
Debtor's Chapter 11 case, nunc pro tunc to Sept. 11, 2012.

FAL will provide these services:

   a. Financial Statements: Compilation, based on information to
      be provided by Debtor, of the Statement of Assets,
      Liabilities, and Members' Equity - Income Tax Basis and the
      related Statement of Revenues, Expenses and Members' Equity
      - Income Tax Basis of Sierra Negra Ranch, LLC as of and for
      the year ended Dec. 31, 2012, and issue an accountants'
      report thereon in accordance with Statements on Standards
      for Accounting and Review Services issued by the American
      Institute of Certified Public Accountants;

   b. 2012 Tax Return Preparation: (i) Preparation of the
      federal income tax return for the year ended Dec. 31, 2012;
      (ii) Preparation of the Arizona state income tax return for
      the year ended Dec. 31, 2012; and (iii) Preparation of any
      bookkeeping entries necessary in connection with the
      preparation of the tax returns.

                       About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $33,653,395 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SIERRA NEGRA: Has Okay to Hire FamCo Advisory as Witness Expert
---------------------------------------------------------------
Sierra Negra Ranch, LLC, has obtained permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Kenneth B.
Funsten of FamCo Advisory Services to provide expert witness
services.  FamCo's Kenneth B. Funsten will provide an expert
report on interest rates and feasibility, and provide deposition
testimony and testimony at hearings to the extent necessary.

                       About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $33,653,395 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SIERRA NEGRA: Court Okays Sklar Williams as Securities Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has granted
Sierra Negra Ranch, LLC, permission to employ Sklar Williams PLLC
as special securities counsel, nunc pro tunc to Sept. 18, 2012.

The Debtor, in anticipation of its continued efforts to raise
capital on a postpetition basis, sought to retain Sklar Williams
to represent it with respect to federal and state securities law
and corporate capitalization and structural matters relative to
Debtor's ongoing or impending offering of equity securities to
raise requisite additional capital, review of and modification to
Debtor's existing capital structure as provided for in the
Debtor's Operating Agreement, due diligence review, and the
preparation and filing of requisite notices and other
documentation with the Securities and Exchange Commission and
applicable state "blue sky" regulations; and (b) other matters
incidental thereto.

                       About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $33,653,395 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SIERRA NEGRA: Has OK to Hire Withey Morris as Real Estate Counsel
-----------------------------------------------------------------
Sierra Negra Ranch, LLC, obtained authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ Withey
Morris PLC as Debtor's special real estate, zoning, and land use
counsel, nunc pro tunc to Sept. 19, 2012.  Withey Morris will
represent the Debtor with respect to the administrative process
related to securing the land use entitlements for the Property,
and specifically, requesting an extension of the Entitlement
Conditions Satisfaction Date, and matters related thereto.

                       About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $33,653,395 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SIGNET SOLAR: Wants to Hire Diemer Whitman as Counsel
-----------------------------------------------------
Signet Solar, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Northern District of California to employ
Diemer, Whitman & Cardosi, LLP, as general insolvency counsel in
its Chapter 11 case.

Diemer Whitman will, among other things, advise and consult with
the Debtor concerning questions arising in the conduct of the
administration of the estate, the Debtor's rights and remedies
with regard to the estate's assets, the claims of secured,
priority and unsecured creditors, compliance with requirements of
the U.S. Trustee, and matters concerning other parties in
interest, at these hourly rates:

         Senior Members         $375
         Associates             $315
         Legal Assistants        $75
         Law Clerks              $75

To the best of the Debtor's knowledge, Diemer Whitman is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

In November 2012, the case has been reassigned to Judge Dennis
Montali, from Judge Thomas E. Carlson.  On Nov. 20, 2012, August
B. Landis, Acting U.S. Trustee for the Northern District of
California, substituted Julie M. Tamanaha as attorney of record
for the Acting U.S. Trustee in this matter, in place of Donna S.
Tamanaha.

                         About Signet Solar

Atherton, California-based Signet Solar, Inc., filed for Chapter
11 bankruptcy protection (Bankr. N.D. Calif. Case No. 12-33270) on
Nov. 16, 2012.  In its schedules, the Debtor disclosed $30,000,000
in total assets and $9,786,994 in total liabilities.

The Debtor was, prior to the filing of this Chapter 11, the
subject of an involuntary proceeding brought by a group of former
shareholders, against whom the Debtor believes it has claims.  The
Debtor contested the involuntary Chapter 7 on the grounds that the
involuntary was not brought by disinterested parties as required
by the statute, and was not brought for proper purposes, as
articulated and required by the law governing involuntary
proceedings.


SIONIX CORP: Incurs $5.7 Million Net Loss in Fiscal 2012
--------------------------------------------------------
Sionix Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$5.76 million for the year ended Sept. 30, 2012, compared with a
net loss of $6.30 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.90
million in total assets, $4.02 million in total liabilities, all
current, and a $1.11 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

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

                        http://is.gd/pU8iE3

                        About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.


SMART-TEK SOLUTIONS: Changes Company Name to Trucept, Inc.
----------------------------------------------------------
Smart-Tel Solutions, Inc., has changed its name to Trucept, Inc.,
effective Jan. 3, 2013.  A majority of the Company's shareholders
consented to the change which was approved by the Board of
Directors.  On Dec. 20, 2012, the Articles of Incorporation were
amended to reflect the name change.

                      About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

The Company reported a comprehensive loss of $8.12 million on
$21.74 million of revenue for the year ended Dec. 31, 2011,
compared with a comprehensive income of $855,188 on $17.22 million
of revenue during the prior year.

After auditing the financial statements for 2011, PMB Helin
Donovan, LLP, in Dallas, Texas, expressed ubstantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring losses from operations and has an accumulated deficit of
approximately $13 million at Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $8.20
million in total assets, $20.60 million in total liabilities and a
$12.39 million total stockholders' deficit.


SOLAR POWER: Cathay Bank Credit Facility Lowered to $7 Million
--------------------------------------------------------------
Solar Power, Inc., amended the Business Loan Agreement entered
into with Cathay Bank on Dec. 26, 2011.

Under the original terms of the Loan Agreement, Cathay agreed to
extend the Company a line of credit of the lesser of $9,000,000 or
70% the aggregate amount in certain accounts, which was to mature
on Dec. 31, 2012.  LDK Solar Co., Ltd., the majority shareholder
of the Company, agreed to guarantee the full amount of the loan
under a Commercial Guaranty by and between LDK and Cathay dated
Dec. 26, 2011.

Under the terms of the amended Loan Agreement, the facility amount
is reduced to the current balance outstanding of $7,000,000, with
a variable interest rate of 2.00 percentage points above the prime
rate and a 6.00 percentage point floor rate.  The maturity date is
extended to June 30, 2013, with principal payments of $500,000 due
each month beginning Dec. 31, 2012.  The covenants of the Loan
Agreement were amended to include, among other items, the
subordination of the net accounts payable due to LDK. In addition,
under the Commercial Security Agreement dated Dec. 26, 2011, the
Company granted Cathay a security interest in the Collateral,
which Cathay can close on in the event of a default under the Loan
Agreement.

                         About Solar Power

Roseville, Calif.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

The Company's balance sheet at Sept. 30, 2012, showed
$187.8 million in total assets, $149.1 million in total
liabilities, and stockholders' equity of $38.7 million.

"Our parent company, LDK Solar Co., Ltd., who owns 70% of the
Company's outstanding Common Stock, has disclosed publicly that it
had a net loss and negative cash flows from operations for the
year ended Dec. 31, 2011, and has a working capital deficit and
was not in compliance with certain financial covenants on its
indebtedness at Dec. 31, 2011.  These factors raise substantial
doubt as to LDK's ability to continue as a going concern.  While
management of LDK believes that it has a plan to satisfy LDK's
liquidity requirements for a reasonable period of time, there is
no assurance that its plan will be successfully implemented," the
Company said in its quarterly report for the period ended
Sept. 30, 2012.


SOUTH FRANKLIN: Plan of Reorganization Declared Effective
---------------------------------------------------------
South Franklin Circle notified the U.S. Bankruptcy Court for the
Northern District of Ohio that all conditions precedent to the
occurrence of the effective date of the Plan of Reorganization
have occurred and the Debtor has completed its financial
restructuring.

On Dec. 3, 2012, the Court confirmed the Amended Prepackaged
Plan of Reorganization.

As reported by the Troubled Company Reporter on Oct. 31, 2012, the
Debtor's bankruptcy plan is designed to reduce secured debt by
40%.  The general unsecured claimants and equity holders are
unaffected by the Plan.  Under the Plan, the Debtor will replace
its $106 million secured debt with a new bond and term note of
$66.75 million, of which $17.75 million will be subordinated long
term debt.

The Plan was supported by the required majority of secured
lenders.  The secured lenders will receive a combination of cash
and the new term note debt.  The source of cash will be the net
proceeds of $41 million in new bonds to be issued by the County of
Geauga, Ohio.  Hamlin Capital Management LLC is the bondholder
representative.

Residents won't be affected by the restructuring as membership
agreements will be honored.  Each resident pays a one-time
entrance fee, ranging from $251,000 to about $566,000, and monthly
service fees that range from $2,416 to $3,623.

The Debtor was slated to enter into a $550,000 exit facility
credit agreement.  The exit facility will be funded by clients of
Hamlin.

                    About South Franklin Circle

South Franklin Circle, a nonprofit continuing-care retirement
community, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No.
12-17804) on Oct. 24, 2012, with a prepackaged Chapter 11 plan.
The Debtor owns a 239-unit retirement community in Bainbridge
Township, Ohio.  About 53% of the 199 independent-living units and
more than half of the 40 assisted-living units are occupied.

Bankruptcy Judge Pat E. Morgenstern-Clarren oversees the case.
The Debtor has tapped McDonald Hopkins LLC as bankruptcy counsel,
Schneider, Smeltz, Ranney & LaFond, P.L.L., as special counsel,
Aurora Management Partners, Inc., for staffing services and the
firm's Jay P. Auwerter as interim restructuring officer.

The Debtor disclosed assets of $167.2 million and debt of $166.3
million.

KeyBank, the DIP agent, is represented in the case by Thompson
Hine LLP.


SOUTH LAKES: Can Access Wells Fargo Cash Collateral
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
has authorized South Lakes Dairy Farm to use cash collateral in
the amount approved by prepetion lender Wells Frgo Bank, N.A.,
pursuant to a budget.

The Debtor is authorized to use cash collateral until the earlier
of (a) confirmation of a plan of reorganization, or (b) default on
any of the terms or conditions of the Cash Collateral Order.

As adequate protection, the Prepetition Lender is granted
replacement liens in the same "collateral" (as defined in the loan
and security documents relating to the loans of the Prepetition
Lender to the Debtor) acquired by Debtor on or after the Petition
Date.  As further adequate protection, Wells Fargo will be paid in
the amount of $64,263 per month.

As reported in the TCR on Oct. 30, 2012, as of the Petition date,
the total amount outstanding principal amount under the Term and
the Revolving Notes extended to the Debtor by Wells Fargo is
approximately $16,470,000, plus certain accrued interest, fees and
expenses in amounts to be determined.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SOUTHERN AIR: Creditors' Panel Taps Lowenstein Sandler as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Southern Air Holdings, Inc., et al., sought approval from
the U.S. Bankruptcy Court for the District of Delaware for
permission to retain Lowenstein Sandler PC as counsel.

The Committee relates that it has selected Pachulski Stang Ziehl &
Jones, LLP as its Delaware counsel and Mesirow Financial
Consulting, LLC as its financial advisor.

The hourly rates of Lowenstein Sandler's personnel are:

         Members (principals of the firm)    $475 - $945
         Counsel (generally 6 or more years
           experience)                       $385 - $685
         Associates (generally less than
           6 years experience)               $250 - $495
         Paralegals and Assistants           $155 - $260

To the best of the Committee's knowledge, Lowenstein Sandler is  a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.  The
Committee tapped Lowenstein Sandler PC as counsel, Pachulski Stang
Ziehl & Jones LLP as co-counsel, and Mesirow Financial Consulting,
LLC, as financial advisors.


SOUTHERN AIR: Creditors' Panel Taps Pachulski Stang as Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Southern Air Holdings, Inc., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Pachulski Stang Ziehl & Jones LLP as its co-counsel.

Bradford J. Sandler, a partner at PSZJ, tells the Court that the
hourly rates of the firm's personnel are:

         Partners                           $525 - $955
         Of Counsel                         $495 - $745
         Associates                         $345 - $495
         Paralegals                         $210 - $275
         Laura Davis Jones                      $955
         Bradford J. Sandler                    $695
         James E. O'Neill                       $675
         Monica A. Molitor                      $275

To the best of the Committee's knowledge, PSZJ is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.  The
Committee tapped Lowenstein Sandler PC as counsel, Pachulski Stang
Ziehl & Jones LLP as co-counsel, and Mesirow Financial Consulting,
LLC, as financial advisors.


SOUTHERN AIR: Panel Taps Mesirow Financial as Financial Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Southern Air Holdings, Inc., et al., sought approval from
the U.S. Bankruptcy Court for the District of Delaware to retain
Mesirow Financial Consulting, LLC, as financial advisors.

Mesirow Financial will, among other things:

   a) review and analyze the reporting regarding cash collateral
      and any debtor-in-possession financing arrangements and
      budgets;

   b) evaluation potential employee retention and severance
      plans; and

   c) analyze assumption and rejection issues regarding executory
      contracts and leases.

The hourly rates of Mesirow's personnel are:

         Senior Managing Director,
           Managing Director and
           Director                             $855 - $895
         Senior Vice President                  $695 - $755
         Vice President                         $595 - $655
         Senior Associate                       $495 - $555
         Associate                              $315 - $425
         Paraprofessional                       $160 - $250

The Committee adds that Mesirow's hourly rates will increase on
Jan. 1, 2013, as:

         Senior Managing Director,
           Managing Director and
           Director                             $895 - $950
         Senior Vice-President                  $725 - $795
         Vice President                         $625 - $695
         Senior Associate                       $495 - $595
         Associate                              $295 - $445
         Paraprofessional                       $160 - $250

To the best of the Committee's knowledge, Mesirow is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

A hearing on Jan. 29, 2013 at 4 p.m. has been set.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.  The
Committee tapped Lowenstein Sandler PC as counsel, Pachulski Stang
Ziehl & Jones LLP as co-counsel, and Mesirow Financial Consulting,
LLC, as financial advisors.


SOUTHERN MONTANA: Ch. 11 Trustee Has Until Feb. 15 to File Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana Southern
Montana ordered that Lee A. Freeman, Chapter 11 trustee for the
bankruptcy case of Southern Montana Electric Transmission, has
until Feb. 15, 2013, to file a disclosure statement and chapter 11
plan.  The Court also set a March 26, 2013, hearing at 1:30 p.m.,
to consider adequacy of the disclosure statement.

The Court said, in the order, that  it will not establish a
deadline for all other interested parties with standing to file
either a disclosure statement or chapter 11 plan.

As reported in the Troubled Company Reporter on Dec. 7, 2012,
Mr. Freeman suggested that Feb. 15 be the date for any other
competing plans to be submitted.  Attorneys of certain members of
Southern Montana sought to fight Mr. Freeman's motion.
Yellowstone Valley and Beartooth Electric attorney John G. Crist
of Billings accused Mr. Freeman of "continuing the status quo to
presumably build up cash for the secured creditor (Prudential
Capital Group) to the detriment of" Southern Montana member
systems and customers.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


SPECIALTY PRODUCTS: Asbestos Estimation Trial Begins
----------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
Western District of Pennsylvania on Monday began an estimation
trial in the asbestos-related Chapter 11 case of Specialty
Products Holding Corp.

Jon Campisi, writing for Legal Newsline, reports that company
lawyers and attorneys representing claimants sparred in bankruptcy
court Monday on what was the first day in a possible weeklong
hearing designed to close the disparity on the value of future
claims.   The report says the estimation hearing could last until
Friday with each side given a total of 35 hours -- 17-and-a-half
each -- in which to present their respective cases.

According to the report, the proceedings, held in the soon-to-be-
retired Judge Fitzgerald's 54th floor courtroom, got a relatively
slow start after the judge questioned whether Bondex International
Inc., which was incorporated in the spring of 1972 as an
independently operated and wholly-owned subsidiary of RPM Inc. --
later known as RPM International Inc. -- should even be included
as a party in the estimation hearings.

"I see no basis to estimate as to Bondex," Judge Fitzgerald said
from the bench, adding that she sees no plan as to how Bondex
could survive bankruptcy, according to the report.

The report notes Bondex, Specialty Products Holding Corp. and RPM
International Inc., are going up against the Official Committee of
Asbestos Personal Injury Claimants and the Future Claimants'
Representative, Eric D. Green.  The committee and the FCR maintain
that the agreed settlement values that the Debtors have paid on
claims are the best evidence of the value of those claims,
according to the pre-trial order in the case, and the best
predictor of what the Debtors would pay in the future if they
remained in the tort system.  Both the committee and the FCR
contend that the amount of enforceable, settled but unpaid
asbestos claims is somewhere in the neighborhood of $55 million,
while the Debtors maintain that it is about $30 million, the
judicial order says.

According to the report, the Debtors claim that the facts relating
to their asbestos litigation history differ significantly from the
asbestos-related facts of previous bankruptcy cases in which
experts presented estimations of the tort system settlement costs,
the pre-trial order states.  As a result, the order states, the
earlier cases don't provide a basis for the court to conduct an
estimation in a similar manner.  The Debtors claim they settled
past cases mostly to avoid trial risk and to minimize defense
costs.

As reported by the Troubled Company Reporter, the Asbestos
Claimants Committee also has sought dismissal of the cases, saying
they were filed in bad faith. The hearing on the motion is
scheduled for Jan. 18, 2013, at 4:00 p.m.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

Specialty Products filed for Chapter 11 bankruptcy protection on
May 31, 2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M.
Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud, Esq., at
Jones Day, serve as bankruptcy counsel.  Daniel J. DeFranceschi,
Esq., and Zachary I. Shapiro, Esq., at Richards Layton & Finger,
serve as co-counsel.  Logan and Company is the Company's claims
and notice agent.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779).

When they filed for bankruptcy, the Debtors were defendants in
about 15,000 asbestos-related injury lawsuits, with about 2,800 of
them being mesothelioma claims.  Specialty Products estimated its
assets and debts at $100 million to $500 million.  Bondex
estimated its assets and debts at $100 million to $500 million.

Specialty Products has proposed a Chapter 11 reorganization plan.
The official committee of Asbestos Personal Injury Claimants and
the Future Claimants' Representative also have filed a joint
Chapter 11 plan for the Debtors.

The Asbestos Claimants Committee is represented by Natalie D.
Ramsey, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP.


STEELESOFT INC: Chapter 11 Case Summary & Unsecured Creditor
------------------------------------------------------------
Debtor: SteeleSoft, Inc.
        5700 Executive Drive
        Baltimore, MD 21228

Bankruptcy Case No.: 13-10276

Chapter 11 Petition Date: January 7, 2013

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Kim Y. Johnson, Esq.
                  P.O. Box 643
                  Laurel, MD 20725-0643
                  Tel: (443) 838-3614
                  Fax: (301) 725-2065
                  E-mail: kimyjcounsel@aol.com

Estimated Assets: $0 to $50,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Branch Banking & Trust    Business loan          $4,416,000
200 West 2nd Street
Winston-Salem, SC 27101

The petition was signed by Scott R. Steele, secretary.


STEINWAY MUSICAL: Moody's Confirms 'B1' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service confirmed Steinway Musical Instrument's
B1 Corporate Family Rating and B1 Probability of Default rating
following the announcement that it had stopped evaluating
strategic alternatives for its band division and instead will
continue to run the band business. The rating outlook is stable.
This concludes a review that was initiated on February 15, 2012.

"The confirmation of the B1 Corporate Family Rating reflects the
steady operating performance of both the piano and band divisions
and clarity in the strategic direction of the band division," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.

The following ratings were confirmed:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1;

  Senior Unsecured Notes at B2 (LGD4, 74%, from 75%);

  Speculative grade liquidity rating at SGL -2

Ratings Rationale

The B1 Corporate Family Rating reflects Steinway's modest size
with revenue around $350 million, while operating in a relatively
small niche in musical instruments. The rating is also constrained
by the high degree of volatility in demand for pianos during weak
economic times, the lingering uncertainties in the macro economy
and significant exposure to Europe. The rating is supported by
solid credit metrics, strong brand recognition, a commitment to
high product quality, and the recurring revenue of the band
instrument segment. Steinway's strong geographic diversification
and growth prospects in Asia support the rating. While Steinway
has a good liquidity profile, the November 2014 maturity of the
notes is a growing risk.

The stable outlook reflects Moody's view that consumer demand for
grand pianos and band instruments will likely remain at current
levels or improve slightly over the next couple of years as the
economy slowly recovers. Moody's thinks that Steinway's
profitability, operating cash flow and credit metrics should
remain at or close to their current levels in the near to mid-term
provided there are no significant macro-economic shocks .

The rating is unlikely to be upgraded until Steinway improves its
modest scale and minimizes the volatility in revenue and cash
flow. A material increase in the scale of the business and
improving credit metrics would be required prior to consideration
for an upgrade. For example, debt to EBITDA, which is currently
around 3.8 times, would need to be sustained below 3 times for an
upgrade to be considered.

Ratings could be downgraded if discretionary consumer spending
worsens considerably given the uncertainty in the global economy
or if credit metrics deteriorate materially. Key credit metrics
driving a potential downgrade would be debt to EBITDA sustained
above 5 times. Failure to address the November 2014 notes maturity
well before its due date will pressure the ratings.

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

Steinway Musical Instruments, Inc., headquartered in Waltham,
Massachusetts, is one of the world's leading manufacturers of
musical instruments. The company's products include Steinway &
Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach
Stradivarius trumpets, C.G. Conn French horns, King trombones, and
Ludwig snare drums. Revenues for the twelve months ended September
30, 2012, approximated $350 million.


SUNSTATE EQUIPMENT: S&P Raises Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Phoenix, Ariz.-based Sunstate Equipment Co. LLC
by one notch to 'B', and raised the secured debt rating one notch
to 'B-'.  At the same time S&P placed all ratings on CreditWatch
with positive implications. Sumitomo Corp. (A/Stable/A-1), through
its wholly owned subsidiary SMS International Corp., has increased
its stake in Sunstate to 80% from 35%.

"The upgrade reflects improvement in Sunstate's credit metrics,
which exceed ratios compatible with the prior rating," said
Standard & Poor's credit analyst John Sico.  "Conditions in the
equipment rental sector continue to improve relative to
construction spending, and S&P expects Sunstate's operating
performance to continue to show improvement."

The ratings on Sunstate reflect Standard & Poor's assessment of
the company's "weak" business risk profile.  The company is a
regional operator in the highly fragmented and competitive
construction equipment rental industry.  The ratings also reflect
its limited diversity, capital-intensive equipment purchases,
high leverage, and, up to now, somewhat limited financial
flexibility.  Sunstate's good regional presence in the
southwestern U.S., focus on customer service, and good EBITDA
margin temper its weaknesses.

While S&P expects Sunstate will sustain credit metrics over the
next 12 months, S&P will evaluate the level of the new majority
owner's support and their strategic plans.  "We believe any tender
for the existing bonds exercised because of change-of-control
provisions would be accommodated, and do not believe that any
amount that may be tendered poses a threat to credit," said
Mr. Sico.


T3 MOTION: Stockholders Elect 7 Directors at Annual Meeting
-----------------------------------------------------------
T3 Motion, Inc., held its annual stockholders meeting on Dec. 31,
2012, at which the stockholders elected Ki Nam, Steven Healy,
Bruce Nelson, David Snowden, Robert Thomson, Rod Keller and
William Tsumpes as directors.

The stockholders also:

  -- approved an increase the number of shares underlying the
     Company's 2010 Stock Incentive Plan from 3,150,000 to
     18,150,000;

  -- ratified the appointment of KMJ Corbin & Company LLP as the
     Company's independent auditors for the fiscal year ending
     Dec. 31, 2012; and

  -- approved the compensation paid to the Company's named
     executive officers.

Mr. Tsumpes was nominated to the Board of Directors as a designee
of Ki Nam pursuant to the Company's Standstill Agreement with Mr.
Nam dated July 17, 2012.

The nominating committee of the Board of Directors determined that
Mr. Tsumpes possesses strong management experience with technology
companies and the private security and automotive industry
sectors.

As is standard practice for all non-executive Directors,
Mr. Tsumpes will receive a cash fee of $20,000 for his service on
the Board of Directors.  The Company will also reimburse
Mr. Tsumpes for expenses related to his attending meetings of the
Board of Directors, executive sessions and shareholder meetings.

Mr. Tsumpes has served as the Chief Executive Officer and
President of AirNET Data Corporation, an international provider of
wholesale cellular data services, since he founded the company in
July 2008.  He also serves as the Chief Executive Officer and
President of Seaguard Electronics, LLC, a manufacturer of custom
electronics for use in the professional security and automotive
industries, since he founded the company in January 1994.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $2.81
million in total assets, $4.48 million in total liabilities, and a
$1.66 million total stockholders' deficit.

                         Bankruptcy Warning

"Our principal capital requirements are to fund our working
capital requirements, invest in capital equipment, to make debt
service payments and the continued costs of public company filing
requirements.  We have historically funded our operations through
debt and equity financings, and the Company will require
additional debt or equity financing in the future to maintain
operations.  The Company cannot make any assurances that
additional financings will be completed on a timely basis, on
acceptable terms or at all.  If the Company is unable to complete
a debt or equity offering, or otherwise obtain sufficient
financing when and if needed, it would negatively impact our
business and operations, which could cause the price of our common
stock to decline.  It could also lead to the reduction or
suspension of our operations and ultimately force us to go out of
business.  Currently, the Company does not have sufficient cash to
pay its current obligations including but not limited to payroll
for its employees.  If the Company does not succeed in raising
additional outside capital in the short term, the Company will be
forced to seek strategic alternatives which could include
bankruptcy or reorganization," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


TARGETED MEDICAL: 5 Products Listed on U.S. Veterans Affairs' FSS
-----------------------------------------------------------------
Targeted Medical Pharma, Inc., announced that five of its core
prescription-only medical foods are now listed on the U.S.
Department of Veterans Affairs' Federal Supply Schedule (FSS).

The Company's designated products are listed under the FSS
category 65IB: Drugs, Pharmaceuticals and Hematology products.
The listed products that are now available for purchase by federal
agencies include AppTrim(R), Theramine(R), GABAdone(R), Sentra
AM(R) and Sentra PM(R).

"Inclusion of our Company's proprietary medications on the Federal
Supply Schedule provides Military and Veteran healthcare providers
access to effective and safe prescription medications that can
greatly improve patient clinical outcomes without harmful side
effects," said Dr. William E. Shell, CEO of Targeted Medical
Pharma.  "The FSS award provides our Company with the unique
opportunity to service the nation's federal agencies, providing
them with safer, more effective pharmacologic options for disease
management and prevention."

The FSS listing of the Company's products became effective with a
contract award by the Department of Veterans Affairs to N3
Technologies, Inc., a Service-Disabled Veteran-Owned Small
Business (SDVOSB), which is the contracted distributor to federal
agencies for Targeted Medical Pharma.  The FSS contract, V797D-
30064, is effective through Dec. 14, 2017.

The Company also filed with the SEC a copy of the form of
presentation that the Company expects to use in connection with
presentations to certain potential investors in the Company on
Jan. 8, 2013, a copy of the presentation is available at:

                         http://is.gd/3bUem5

                       About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

As reported in the TCR on July 19, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Targeted
Medical'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 losses for the
year ended Dec. 31, 2011, totaling $4,177,050 as well as
accumulated deficit amounting to $4,098,612.  "Further the Company
appears to have inadequate cash and cash equivalents of $147,364
as of Dec. 31, 2011, to cover projected operating costs for the
next 12 months.  As a result, the Company is dependent upon
further financing, development of revenue streams with shorter
collection times and accelerating collections on our physician
managed and hybrid revenue streams."

The Company's balance sheet at Sept. 30, 2012, showed $11.06
million in total assets, $13.53 million in total liabilities and a
$2.47 million total shareholders' deficit.


TC GLOBAL: Starbucks Protests TV Actor's Winning Offer
------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that losers at the
bankruptcy auction for the Tully's coffee shops are protesting TV
actor Patrick Dempsey's winning $9.1 million offer for the
struggling West Coast chain's 47 locations, arguing that a
competing bid from Starbucks Corp. and another group offered more
money.

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


TIERONE BANK: SEC Sues KPMG Execs Over Bungled Audits
-----------------------------------------------------
Max Stendahl of BankruptcyLaw360 reported that the U.S. Securities
and Exchange Commission on Wednesday launched an administrative
proceeding alleging two KPMG LLP auditors ignored red flags in
TierOne Bank's mortgage holdings before the Nebraska company
tumbled into bankruptcy.

KPMG partner John J. Aesoph and senior manager Darren M. Bennett
in 2008 wrongly signed off on TierOne's rosy estimates for the
fair value of the collateral underlying its troubled loans,
BankruptcyLaw360 said, citing a statement from the SEC.  In April
2010, KPMG resigned as TierOne's auditor and withdrew its audit
opinion, admitting it had been "materially misstated."


TIGER MEDIA: Divests Operating Subsidiary to Partner Venture
------------------------------------------------------------
Tiger Media, Inc., announced the divestiture of its SearchMedia
International Limited subsidiary.

As part of the transaction, SearchMedia International Limited will
be divested to Partner Venture Holdings Limited, an independent
third party private limited company, in exchange for options to
acquire 650,000 shares of Tiger Media at $1.25 per share.  As part
of the transaction, Partner will pursue the collection of all
receivables and all claims for SMIL, for the benefit of Tiger
Media and share 50% of any receivables, net proceeds, awards or
judgments from any claims or lawsuits brought about by SMIL
entities; provided, however, 100% of any sale proceeds from the
sale or transfer of any of the SMIL subsidiaries will accrue to
Tiger Media.  Included in the divestiture of SMIL are
the subsidiaries, Ad Icon Hong Kong Limited, Beijing
Wanshuizhiyuan Advertising Co., Ltd., and Shanghai Botang
Advertising Co., Ltd subsidiaries.

As of Dec. 31, 2012, SMIL's operating results will no longer form
part of the Company's consolidated financial statements.  The
Company believes that the cost savings from eliminating out the
remaining earnout obligations and potential tax liabilities
pursuant to the acquisition agreement within the subsidiaries of
SMIL frees up the Company's resources for use in other more
promising opportunities.

The transaction also materially improves the balance sheet and
capitalization of Tiger Media including eliminating $13.7 million
of goodwill, $21.3 million of accounts payable, $5.4 million in
remaining acquisition consideration payable and $11.6 million of
income tax payable.

Peter W.H. Tan, chief executive officer of Tiger Media remarked,
"It is never an easy decision to dispose of operating subsidiaries
that has been with Tiger Media from the outset, but we feel in
order to expand shareholder value in the longer term and allow the
Company to focus on and pursue additional accretive concessions,
it is in the best interests of the Company to divest SMIL.  It is,
of course, beneficial as a whole to be able to eliminate from our
balance sheet outstanding payables, earnout liabilities and tax
provisions in the aggregate amount of $38.3 million.  We intend to
continue to focus on more profitable concessions such as our
announced major concessions with Home Inns & Hotel Management Inc.
and our Luxury Mall LCD Joint Venture and expect to continue to
add new concessions with prominent partners that will accelerate
our growth and create value for our shareholders."

                         About Tiger Media

Tiger Media, Inc., formerly known as SearchMedia Holdings Limited,
is a nationwide multi-platform media company and one of the
largest operators of integrated outdoor billboard and in-elevator
advertising networks in China.  SearchMedia operates a network of
high-impact billboards and one of China's largest networks of in-
elevator advertisement panels in 50 cities throughout China.
Additionally, SearchMedia operates a network of large-format light
boxes in concourses of eleven major subway lines in Shanghai.
SearchMedia's core outdoor billboard and in-elevator platforms are
complemented by its subway advertising platform, which together
enable it to provide a multi-platform, "one-stop shop" services
for its local, national and international advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the company's consolidated financial
statements for the year ended Dec. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses and
has a working capital deficiency of roughly $31,000,000 at
Dec. 31, 2011, which raises substantial doubt about its ability to
continue as a going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at June 30, 2012, showed US$39.18
million in total assets, US$41.22 million in total liabilities and
a US$2.04 million total shareholders' deficit.


TRIUS THERAPEUTICS: Receives QIDP Designation From FDA
------------------------------------------------------
Trius Therapeutics, Inc., announced that the U.S. Food and Drug
Administration (FDA) has designated the Company's Phase 3
antibiotic candidate, tedizolid phosphate, as a Qualified
Infectious Disease Product (QIDP).  Trius received the designation
for its current Phase 3 program of tedizolid for acute bacterial
skin and skin structure infections (ABSSSI) as well as the planned
Phase 3 program for hospital-acquired/ventilator-associated
bacterial pneumonia (HABP/VABP).  In addition, the designations
were granted for both the intravenous and oral dosage forms of
tedizolid.  The QIDP designation will enable Trius to benefit from
certain incentives for the development of new antibiotics,
including priority review and eligibility for fast-track status.
The QIDP designation was created by the Generating Antibiotic
Incentives Now (GAIN) Act, which was part of the FDA Safety and
Innovation Act (FDASIA).

"The FDA's QIDP designation for tedizolid is further confirmation
that the GAIN Act is aimed at promoting more rapid antibiotic
development, and we are pleased to receive the designation for
both the intravenous and oral dosage forms of tedizolid," said
Jeffrey Stein, Ph.D., president and chief executive officer at
Trius.  "The tedizolid clinical program reflects our commitment to
bring safe, effective and convenient therapies to people with
serious infections."

Tedizolid recently completed enrollment of its second ABSSSI Phase
3 trial, designated ESTABLISH 2, which examined the efficacy and
safety of a six-day course of tedizolid administered once a day
versus a 10-day course of linezolid (Zyvox(R)) administered twice
a day in patients recruited across sites in North and South
America, Europe, Australia, New Zealand and South Africa.  For
both tedizolid and linezolid, drug was initially administered as
an intravenous (IV) infusion with the option to switch to oral
therapy.  In September of 2012, Trius presented detailed results
of its ESTABLISH 1 trial, which tested the oral dosage form of
tedizolid.  The ESTABLISH 1 trial achieved all FDA and European
Medicines Agency (EMA) primary and secondary efficacy outcomes and
demonstrated significantly lower safety and tolerability events
compared to linezolid.

At Dec. 31, 2012, Trius estimates that it had cash, cash
equivalents and investments totaling $66.0 million.  This amount
is preliminary, unaudited, subject to change upon completion of
our year-end audit, and may differ from what will be reflected in
our audited financial statements as of and for the year ended
Dec. 31, 2012.  Additional information and disclosures would be
required for a more complete understanding of our financial
position and results of operations as of Dec. 31, 2012.

                      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.

The Company's balance sheet at Sept. 30, 2012, showed
$80.25 million in total assets, $18.90 million in total
liabilities and $61.34 million in total stockholders' equity.


UNITED BANCSHARES: Files Amended Q3 Form 10-Q in XBRL Format
------------------------------------------------------------
United Bancshares, Inc., filed an amended quarterly report for the
quarter ended Sept. 30, 2012, to furnish Exhibit 101 to the Form
10-Q which contains the XBRL (eXtensible Business Reporting
Language) Interactive Data File for the financial statements and
notes included in Part 1, Item 1 of the Form 10-Q.  As permitted
by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required
to be furnished by amendment within 30 days of the original filing
date of the Form 10-Q.

No changes have been made to the Form 10-Q other than the
furnishing of Exhibit 101.  This amendment does not reflect
subsequent events occurring after the original filing date of the
Form 10-Q or modify or update in any way disclosures made in the
Form 10-Q.

A copy of Exhibit 101 is available for free at:

                        http://is.gd/qfJOyG

                      About United Bancshares

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.

The Company incurred a net loss of $1.03 million in 2011, compared
with a net loss of $1.23 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $67.93
million in total assets, $63.55 million in total liabilities and
$4.37 million in total shareholders' equity.

The Bank has entered into Consent Orders with the Federal Deposit
Insurance Corporation and the Pennsylvania Department of Banking
which, among other provisions, require the Bank to increase its
tier one leverage capital ratio to 8.5% and its total risk based
capital ratio to 12.5%.  As of Sept. 30, 2012, the Bank's tier one
leverage capital ratio was 6.06% and its total risk based capital
ratio was 11.19%.  The Bank's failure to comply with the terms of
the Consent Orders could result in additional regulatory
supervision or actions.  The ability of the Bank to continue as a
going concern is dependent on many factors, including achieving
required capital levels, earnings and fully complying with the
Consent Orders.

As reported in the TCR on April 23, 2012, McGladrey & Pullen, LLP,
in Blue Bell, Pennsylvania, expressed substantial doubt about
United Bancshares' 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's and the
Bank's regulatory capital amounts and ratios are below the
required levels stipulated with Consent Orders between
the Company and its regulators.  "Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Bank."


VENTANA 20/20: Court Approves Spectrum Real Estate as Broker
------------------------------------------------------------
Ventana 20/20 LP sought and obtained approval from the U.S.
Bankruptcy Court to employ Spectrum Real Estate Services, LLC as
Real Estate Brokers.

To the best of the Debtor's knowledge, Spectrum Real Estate has no
connection with the creditors or any other party in interest in
this case.

The Debtor requests authority to retain Spectrum Real Estate
pursuant to the terms of the Consulting and Marketing Agreement
dated March 2, 2007 and the 2nd Addendum to Consulting Agreement
dated February 24, 2010 and the 3rd Addendum to Consulting &
Marketing Agreement.

The Agreement provides for a commission of 4-1/2% of the gross
sales price, in the event of a sale, where Spectrum Real Estate is
the sole broker and 5-1/2% if the Buyer has a broker with such
commission split 3.00% to the Buyer's broker and 2.5% to Spectrum.

Unless the case has been closed, any contract for sale of the
Property will be submitted to the Court for approval and will be
subject to higher and better bids.

In a separate filing, Donald L. Schaefer, the prepetition receiver
for Ventana 20/20, withdrew an application to employ special
counsel.  The Receiver said he has turned over all property in his
possession to the Debtor.

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case.  Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.  Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by Warren J. Stapleton,
Esq., at Osborn Maledon, P.A.

In September, the United States Trustee said that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Ventana 20/20 LP.  The U.S. Trustee said it
attempted to solicit creditors interested in serving on the
Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee, to appoint a
proper Committee.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


VERMILLION INC: Receives Non-Compliance Notice from NASDAQ
----------------------------------------------------------
Vermillion, Inc., received a letter on Jan. 3, 2013, from the
NASDAQ Stock Market LLC notifying the Company that it is not in
compliance with NASDAQ's Listing Rule 5620(a), which requires the
Company to hold an annual meeting of shareholders no later than
one year after the end of the Company's fiscal year-end, and
Listing Rule 5620(b), which requires the Company to solicit
proxies and provide proxy statements for that meeting and to
provide copies of that proxy solicitation to NASDAQ.  The
Delisting Notice states that unless the Company requests an appeal
of this determination, trading of the Company's common stock will
be suspended at the opening of business on Jan. 14, 2013, and a
Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the Company's securities from
listing and registration on The Nasdaq Stock Market.  If the
Company files a request to appeal by 4:00 pm Eastern Time on
Jan. 10, 2013, delisting action will be stayed while the appeal is
pending.

The Company plans to request an appeal of this determination.  The
annual meeting was delayed due to a lawsuit brought against the
Company and its board of directors by dissident stockholders,
Gyorgy B. Bessenyei and Robert S. Goggin, III, which prohibited
the Company from holding a meeting until the matter was resolved.
As previously announced by the Company, the case was dismissed
with prejudice on Nov. 16, 2012.  The Company is actively
completing plans for the annual meeting and will provide further
details once a meeting and record date is set by the board of
directors.

                         About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

After auditing the Company's results for 2011,
PricewaterhouseCoopers LLP, in Austin, Texas, expressed
substantial doubt about Vermillion, Inc.'s ability to continue as
a going concern.  The independent auditors noted that the Company
has incurred recurring losses and negative cash flows from
operations and has debt outstanding due and payable in October
2012.

The Company reported a net loss of $17.8 million in 2011, compared
with a net loss of $19.0 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.9 million in total assets, $11.5 million in total liabilities,
and stockholders' equity of $5.4 million.


VHGI HOLDINGS: No Disagreements With MCG Before Exit
----------------------------------------------------
VHGI Holdings, Inc., previously reported the dismissal of
Montgomery Coscia Greilich LLP as its independent registered
public accountants, effective as of Oct. 19, 2012.  The decision
was approved by the Company's Board of Directors.  Also effective
Oct. 19, 2012, the Company engaged Liggett, Vogt and Webb, P.A.,
to serve as the Company's independent registered public
accountants for the current fiscal year, which ends Dec. 31, 2012.

MCG did not report on any consolidated financial statements of the
Company and its subsidiaries.  During the Company's last two
fiscal years and through the date of this Report, there were no
disagreements between the Company and MCG on any matter of
accounting principle or practices, financial statement disclosure,
or auditing scope or procedures; and there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.

During each of the Company's two most recent fiscal years and
through Oct. 19, 2012, the Company did not consult LVW with
respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated
financial statements, or any other matters or reportable events as
set forth in Items 304(a)(2) of Regulation S-K.

In a letter to the U.S. Securities and Exchange Commission,
Montgomery Coscia stated that, "We have read the statements of
VHGI Holdings, Inc. pertaining to our firm included under Item
4.01 of Form 8-K/A, to be filed on or about November 30, 2012 and
agree with such statements as they pertain to our firm.  We have
no basis to agree or disagree with other statements of the
registrant contained therein."

                         About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

In a report on the Company's consolidated financial statements for
the year ended Dec. 31, 2011, Pritchett, Siler & Hardy, P.C., in
Salt Lake City, Utah, expressed substantial doubt about VHGI
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit.

The Company reported a net loss of $5.43 million in 2011, compared
with a net loss of $1.67 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $49.07
million in total assets, $54.61 million in total liabilities and a
$5.53 million total stockholders' deficit.

"The Company has current liabilities in excess of current assets
and has incurred losses since inception.  The Company has had
limited operations and has not been able to develop an ongoing,
reliable source of revenue to fund its existence.  The Company's
day-to-day expenses have been covered by proceeds obtained, and
services paid by, the issuance of stock and notes payable.  The
adverse effect on the Company's results of operations due to its
lack of capital resources can be expected to continue until such
time as the Company is able to generate additional capital from
other sources.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," according to
the Company's quarterly report for the period ended Sept. 30,
2012.


VIGGLE INC: Signs Merger Agreement with AdaptiveBlue
----------------------------------------------------
Viggle Inc. and VX Acquisition Corp., a wholly-owned subsidiary of
the Company ("Merger Sub"), had entered into an agreement and plan
of merger with AdaptiveBlue, Inc., and Shareholder Representative
Services LLC, in its capacity as agent for the stockholders of
AdaptiveBlue.

Upon consummation of the transactions contemplated, AdaptiveBlue
will merge with and into Merger Sub, with Merger Sub continuing as
the surviving corporation and a wholly-owned subsidiary of the
Company.

The Merger Agreement has an "outside date" of Dec. 19, 2012.  The
Company and AdaptiveBlue are discussing an extension of that date
and other potential modifications to the Merger Agreement.

                          About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VS FOX RIDGE: IRS Gets Time to File Claims; Drops Dismissal Bid
---------------------------------------------------------------
The United States on behalf of the Internal Revenue Service,
through U.S. Attorney David B. Barlow, dropped its request for an
extension of the Dec. 17, 2012 deadline to file proofs of claims
or, alternatively, to dismiss the jointly administered cases of VS
Fox Ridge LLC, Stephen Lamar Christensen, and Victoria Ann
Christensen.

At a hearing Dec. 17 before Judge Joel T. Marker, the parties
informed the Court that they reached a stipulation regarding an
extension of the bar date for the income tax returns to July 1,
2013.

In seeking case dismissal, the IRS pointed to the Debtor's failure
to file a number of income tax returns.  The IRS also discovered
after a review of the statements and schedules possible gift tax
and transfers of interests in some of these entities from the
Christensens to their son, McKay.

Responding to the motion, the Debtors said they are committed to
working with the IRS to address all of the questions and concerns.
They said that a number of factors contributed to the Debtors'
delay in filing their tax returns, including (1) the so-called "TM
Companies" were late in issuing K-1s necessary for the Debtors to
complete their returns; and (2) the Debtors had to prepare for a
participate in a five-day jury trial during the week of Nov. 26,
2012.

Mark Howard, Special Assistant United States Attorney, appearing
on behalf of the IRS, informed the judge at the hearing that the
Christensens have filed the delinquent income tax returns.  They
have also filed some updated or amended returns for VS Fox Ridge.
The issue on gift taxes has not yet been resolved, he said.

As part of the stipulation, the IRS will be filing an estimated
claim for the gift tax issue.  "On the gift tax, we've taken the
values that are shown in the statements and schedules for VS Fox
Ridge -- which admittedly at the start of a bankruptcy case are
often optimistic estimates of value -- and we have used those as a
basis of coming up with a gift tax estimate using the normal gift
tax forms.  And that liability is coming out at about $8 million",
Mr. Howard said at the hearing.

The IRS withdrew the Dismissal Motion.

                         About VS Fox Ridge

VS Fox Ridge, LLC, filed a bare-bones Chapter 11 petition (Bankr.
D. Utah Case No. 12-28001) in Salt Lake City on June 20, 2012.
Alpine, Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Judge Joel T. Marker presides over the case.  Matthew M. Boley,
Esq., at Parsons Kinghorn Harris, PC, serves as counsel.  The
petition was signed by Stephen Christensen, manager.


WELLS ENTERPRISES: S&P Assigns 'B+' CCR, Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Le Mars, Iowa-based Wells Enterprises Inc., a
manufacturer and marketer of ice cream products.  The outlook is
stable.

"We also assigned our 'B+' issue-level rating to Wells' proposed
$235 million senior secured notes.  The recovery rating on the
notes is '4', indicating our expectation for average (30% to 50%)
recovery in the event of a payment default.  The company plans to
use proceeds from the proposed senior secured notes and a limited
draw under a new $125 million five-year asset-backed revolving
credit facility (ABL; unrated) to refinance existing debt, fund a
special dividend to Wells' shareholders, and for general corporate
purposes, including capital expenditures.  The ratings are subject
to review upon receipt of final documentation," S&P said.

Pro forma for the proposed transaction, S&P estimates Wells will
have about $260 million in total debt outstanding.

The ratings on Wells primarily reflects the company's proposed
debt-financed special dividend to shareholders and, to a lesser
degree, our expectations for constrained free cash flow generation
over our outlook period," said Standard & Poor's credit analyst
Jeffrey Burian.  "Our ratings also reflect the company's narrow
product focus, customer and manufacturing concentration, exposure
to commodity cost volatility, and small size relative to its
financially stronger and larger competitors.  We also consider the
benefits of Wells' good market position, diversity of sales
channels, and participation in the fast-growing private-label
segment of the U.S. ice cream industry."

Standard & Poor's rating outlook on Wells is stable, reflecting
S&P's expectation that the company will maintain adequate
liquidity and fairly stable credit measures over S&P's outlook
horizon, including an adjusted debt to EBITDA ratio of about 3.5x.


WILCOX EMBARCADERO: Plan Relies on New Loan From Owens
------------------------------------------------------
Wilcox Embarcadero Associates, LLC, says in an amended disclosure
statement says that a critical element of its Plan of
Reorganization dated Aug. 17, 2012, is the approval of a new loan
from Owens Mortgage Investment Fund, L.P., in the amount of
$2.0 million to fund the needed tenant improvements to 1035 & 1045
22nd Avenue.  The terms of the loan are as follows: $2.0 million
at 10% interest, with interest only payments, and the loan fully
paid in 5 years. In addition to the $2.0 million of new funds, the
new loan would incorporate the existing loan balance and be
secured by a new Second Deed of Trust.  Owens would charge four
points for the new loan.  The new loan will fund the build-out of
1035 & 1045 22nd Avenue into live/work lofts.

The Wells Fargo loan will be amortized over 25 years, with
interest at the contract rate of 7.25% with 6 monthly payments of
$24,922, 53 monthly payments of $41,922, plus additional payments
totaling $102,000 in months 18 through 21, and a 60th payment of
the balance owed, approximately $5,304,158.  In the event the
Mr. Wilcox is able to increase his cash infusion from $30,000 to
$200,000, the payments on the Wells loan will be as follows: 59
monthly payments of approximately $41,922, with a 60th payment of
the balance owed, approximately $5,304,158.

The Owens loan will be interest only, with interest at 10% with 59
monthly payments of approximately $26,667 and a 60th payment of
the balance owed, approximately $3,220,500.  Owens has agreed to
accept minimum payments of the Debtor's net positive cash flow,
less a minimum of $3,000 each month for reserves, until such time
as the Debtor's cash flow enables the Debtor to make regular
payments.

General unsecured creditors whose claims are less than $500 will
be paid 100% of their allowed claims without interest on the
Effective Date of the Plan.  General unsecured creditors whose
claims are greater than $500 and under $2,500 will be paid 100% of
their Allowed Claim without interest in three equal monthly
installments.  General unsecured creditors whose claims are
greater than $2,500, or creditors with claims less than $2,500,
who elect treatment under this class, will be paid 100% of their
Allowed Claim with interest at the rate of 9.0% in six equal
monthly installments with the first payment on the Effective Date,
with the final payment 5 months after the Effective Date.  General
Unsecured Claims of tenants who have paid deposits will have their
claims recognized in full with their deposits retained by the
Debtor pursuant to their lease agreements.

A copy of the Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/wilcox.doc148.pdf

                     About Wilcox Embarcadero

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

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

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

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


WINDSTREAM CORP: Upsized Term Loan No Impact on Moody's Ratings
---------------------------------------------------------------
Moody's Investors Services said Windstream Corporation's ratings
remain unchanged following the company's recent announcement to
upsize its Term Loan B4 due 2020 to $1.345 billion.

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

As reported by the Troubled Company Reporter on January 9, 2013,
Moody's Investors Service assigned a Baa3 (LGD2-13%) rating to
Windstream's proposed $300 million Term Loan B-4 due 2020 and a
Ba3 (LGD5-75%) rating to its proposed $700 million senior
unsecured notes due 2023.  The proceeds will be used to refinance
$300 million of term loan debt that matures in 2013 and $650
million face value of 8.875% senior secured PAETEC notes due 2017.
As part of the rating action, Moody's also changed the company's
outlook to negative from stable due to the lack of progress in
reducing leverage and Moody's view that the company's competitive
position may be undermined by its shareholder friendly capital
allocation stance.

Windstream Corporation, Inc. is a pure-play wireline operator
headquartered in Little Rock, AR. The company was formed by a
merger of Alltel Corporation's wireline operations and Valor
Communications Group in July 2006. Windstream has continued to
grow through acquisitions and, following the acquisition of PAETEC
Holding Corp. in 2011, Windstream provides services in 48 states.


WINTDOTS DEVELOPMENT: Files Amended Plan of Reorganization
----------------------------------------------------------
Wintdots Development, LLC, has filed an Amended Plan of
Reorganization that provides for the payment of all administrative
expenses and the allowed or agreed claims of the secured, priority
unsecured and general unsecured creditors through continued
operation of the business and post-petition financing.

Taxes owed to the Internal Revenue Service will be paid in full.

The secured claims of Kennedy Funding, Inc., and Marvin and
Evelyn Freund, Trustees in the amounts of $9,603,641 and $225,000,
will be paid not later than 60 days after the Effective Date of
the Plan.  This Class is not impaired.

General unsecured creditors, owed $880,946.54, will receive 100%
of their allowed or agreed claims, without interest, not later
than 60 days after the Effective Date of the Plan.  This class in
impaired.

Holders of interests in the Debtor will retain their interests.

A copy of the Amended Plan is available at:

      http://bankrupt.com/misc/wintdotsdevelopment.doc37.pdf

                    About Wintdots Development

Wintdots Development, LLC, filed a Chapter 11 petition (Bankr. D.
V.I. Case No. 12-30003) in its hometown in St. Thomas, Virgin
Islands on March 11, 2011.  The Debtor disclosed $56.42 million in
assets and $10.79 million in liabilities in its schedules.

The Debtor has three properties totaling 21 acres in St. Thomas
that are valued at $56.40 million.  Each of the properties secures
a $9.60 million first lien debt to Kennedy Funding, Inc., and a
$225,000 second lien debt to Marvin & Evelyn Freund.

Delaware bankruptcy judge Mary F. Walrath oversees the case.
Benjamin A. Currence P.C., represents the Debtor.


WM SIX FORKS: Files Plan Seeks Sale; Lenox Has $39-Mil. Offer
-------------------------------------------------------------
WM Six Forks, LLC, has a plan of liquidation that contemplates the
sale of its Manor Six Forks project after plan confirmation.

According to the disclosure statement explaining the Debtor's Plan
of Liquidation dated Dec. 10, 2012, Lenox Mortgage XVII LLC will
submit a stalking horse bid of $39,027,860 subject to adjustments,
payable by credit Bid or a combination of credit bid and cash on
the effective date of the Plan.

Recovery by other secured creditors will depend on the results of
the auction.  If the sale results in net sale proceeds in excess
of the secured claims of Lenox, then holders of secured
construction lien claims (Class 3) and the Water Systems claim
(Class 4) will receive distributions.  Otherwise, these claims
will be deemed secured claims in the amount of $0.00 and the liens
voided pursuant to Section 506(d) of the Code.

Irrespective of the sale proceeds, the Debtor will use funds
received from a settlement with Lenox to pay all allowed
administrative expense claims, allowed priority claims and allowed
priority tax claims in full as required pursuant to 11 U.S.C.
Section 1129(a).  Any remaining funds from the settlement will be
distributed to general unsecured creditors (Class 5), including
any unsecured deficiency claims in Classes 3 and 4.  The Debtor
currently does not anticipate that there will be sufficient funds
to pay in full all allowed unsecured claims.

Equity Interests will be extinguished and will receive or retain
no property under the Plan unless all allowed claims are paid in
full, with interest at the rate of 4.25% per annum from the
Petition Date until paid.  The Debtors do not anticipate any
distributions to the holders of equity interests under the Plan.

A copy of the Disclosure Statement is available at:

             http://bankrupt.com/misc/wmsix.doc86.pdf

                        About WM Six Forks

WM Six Forks LLC is the sole owner of an apartment and
retail/office complex located in Raleigh, North Carolina known as
Manor Six Forks.  The project includes 298 residential apartments
and approximately 14,000 square feet of retail/office space on the
ground floor of the building.  As of the bankruptcy filing date,
all the retail/office space is vacant and roughly 95% of the
residential apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor disclosed assets of
$33.36 million and liabilities of $49.8 million.  The Debtor said
in court papers the Manor is valued at $32.54 million.  The Debtor
also owns a 15.15-acre property, the value of which is not yet
determined.  The Debtors' property serves as collateral to a
$39 million debt to Lenox Mortgage XVI, LLC.  A copy of the
schedules filed together with the petition is available at
http://bankrupt.com/misc/nceb12-05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.




WT HARVEY: Seeks to Auction Assets; Insider Group to Lead Bidding
-----------------------------------------------------------------
W.T. Harvey Lumber Company on Jan. 2 filed papers in U.S.
Bankruptcy Court for the Middle District of Georgia seeking
authority to sell the business.  W.T. Harvey Lumber said it has
struck a deal with Bubba One LLC to lead the bidding for the
company's assets.

Tony Adams, writing for Ledger-Enquirer, reports the Company's
Court filing sets a minimum value for Harvey Lumber at $2.3
million.  To support that bottom-level price, it said the value of
all assets now is $2.5 million, while the Company's total debt
tops $6.5 million.

According to the Ledger-Enquirer report, Bubba One LLC was formed
by the four children of W.E. "Bubber" Gross Jr., the former chief
executive officer of Harvey Lumber, who died in early 2012. The
siblings include Mr. Gross' son, Bailey, who now is president and
chief executive officer of the company.

"The company is actively soliciting other bidders who would pay
more than what was offered in the 'stalking horse' bid," Harvey
Lumber attorney Fife Whiteside, Esq., said in a release issued by
the business, according to the Ledger-Enquirer report. "All
remaining assets will be liquidated after the sale, by auction or
otherwise."

The report notes SunTrust Bank, the Company's major creditor, is
owed $3.2 million and holds a first priority security interest in
the Company's assets.  Other creditors, according to the Company's
court filing, include Synovus Bank and its affiliate, Columbus
Bank and Trust, which are owed about $418,000. The lumber business
also owes $31,500 to General Electric Capital Corp. and $17,500 to
PPG Architectural Finisher Inc.; and has inventory or other
dealings with Maytag Appliance Sales Co., Azko Nobel Paints LLC,
Jeld-Wen Inc. and Overhead Door Corp.  Other than SunTrust and
Synovus, which Harvey Lumber contends may be "fully repaid," the
remainder of the listed creditors' claims are "subject to
dispute," according to the filing.

The report relates the Court will hold a Jan. 14 hearing to
consider approval of the Company's request.  The Company has
proposed a Feb. 1 deadline to accept competing bids.  An auction
will be held Feb. 4 if other offers are received.  Bid results
would then be reported to the judge by Feb. 7.

According to the report, Harvey Lumber said the timeline is
crucial because the Company has been unable to find any other
financing that would allow it to operate beyond mid-February,
giving it "insufficient time to propose a plan of reorganization"
that would offer a more orderly sale of the company.  The Company
has authority to use cash collateral through Feb. 11.

                      About WT Harvey Lumber

Columbus, Georgia-based W.T. Harvey Lumber Co. --
http://www.harveylumber.com/-- the retail and wholesale supplier
of lumber and building supplies, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Ga. Case No. 12-41182) on Dec. 4, 2012.
The Company was founded in 1863 by William Thomas Harvey.  Fife M.
Whiteside, Esq., at Fife M. Whiteside, P.C., in Columbus, Georgia,
serves as counsel to the Debtor.  In its petition, the Company
declared assets of $2 million and debts of $5.16 million.


XZERES INC: Amends Fiscal 2012 Annual Report to Add Disclosures
---------------------------------------------------------------
Xzeres Corp. filed an amendment to its annual report for the
fiscal year ended Feb. 29, 2012.  The purpose of the amendment
was to incorporate the revised disclosures the Company made in
connection with a comment letter it received from the Securities
and Exchange Commission on Dec. 19, 2012.  A copy of the amended
Annual Report is available at http://is.gd/ckd8Ku

                        About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

The Company's balance sheet at Aug. 31, 2012, showed $4.4 million
in total assets, $5.6 million in total current liabilities, and a
stockholders' deficit of $1.2 million.


* Fitch Reports on U.S. Retail Stats Quarterly for Q3 2012
----------------------------------------------------------
Fitch Ratings has published its U.S. Retail Stats Quarterly for
the third quarter of 2012. The report provides an overview of key
economic data, operating and credit trends in the U.S. retail
industry, and a summary of individual companies' operating and
credit metrics for 41 retailers on which Fitch maintains public
ratings, private credit opinions, as well as some select non-rated
names. In addition, the report highlights key credit strengths and
concerns and provides a summary of company liquidity positions for
the latest reported period.

KEY HIGHLIGHTS:

Industry Trends Uneven: The U.S. retail sector continues to
benefit from a gradually improving economic backdrop, though the
results of individual retailers remain uneven. Strong comparable
store sales at Nordstrom, Inc.; Costco Wholesale Corp.; Macy's,
Inc.; and other retailers that cater to higher income households
contrast with continuing weaker results at J.C. Penney Company,
Inc.; Sears Holdings Corp; and several other mid- to low-tier
retailers.

Negative Tone to Rating Activity: Rating activity skewed
negatively in 2012, with a total of 11 downgrades and three
upgrades. Concerns around market share losses and margin
compression have resulted in multi-notch downgrades on Best Buy,
Inc., J.C. Penney, RadioShack, and SUPERVALU. In addition, the
recent downgrade of Toys 'R' Us, Inc. reflected similar concerns
as the top-line comes under increasing pressure. Fitch may take
additional negative rating actions in 2013 as indicated by the
Negative Outlooks on several retailers.

Economic Backdrop Muted: As shown on pages 3 - 5, the economic
backdrop remains muted, though there has been some improvement
from a year ago. Retail sales (excluding auto) are up 4.9% YTD (as
of October), the unemployment rate decreased to 7.8% in December,
while the consumer confidence index decreased to 65.1 in December.
The inflation picture is mixed, as lower cotton costs should be a
positive for department stores' and apparel retailers' gross
margins through first-half 2013, to the extent they can hold onto
pricing. On the other hand, food inflation, which has moderated to
the low single-digit range, could start creeping up in 2013 as the
effect of crop failures in 2012 works through the food chain. This
could strain budgets and cut into discretionary spending,
particularly for lower-income consumers, though gasoline prices
are currently at the low end of their two-year range.

Operating and Credit Trends Broadly Stable: Operating and credit
trends in the retail sector are generally steady, as shown on
pages 6 - 7. Free cash flow (FCF) is healthy across the sector and
capital expenditures inch higher but remain below the levels of
2005 - 2008, even as dividends move gradually higher. Adjusted
debt levels are expected to increase modestly in 2013, but
adjusted debt/EBITDAR is projected to be steady at an industry-
weighted average of 2.7x - 2.8x. This figure masks operating
pressures at certain credits, such as Best Buy, J.C. Penney, Sears
Holdings, SUPERVALU, and RadioShack.

The report, 'U.S. Retail Stats Quarterly - Third-Quarter 2012,' is
available on Fitch's web site at 'www.fitchratings.com'.


* Moody's Says Healthcare Industry Faces US Budget Risks in 2013
----------------------------------------------------------------
The US budget is one of the biggest risks facing the healthcare
industry this year, Moody's Investors Service says in its first
edition of Healthcare Quarterly for 2013. While the federal
spending cuts that were to take effect at the start of the year
have been postponed for two months, healthcare spending is likely
to be targeted when Congress comes to decide which areas to cut
and to what degree.

Hospitals and radiation oncology providers would be among the
sectors to be directly affected by budget cuts, Moody's say, while
others, such as medical devices, would feel negative effects
indirectly. And budget cuts for government-funded research
organizations could either help or hurt life science companies.

"Cuts in the Medicare budget would constrain revenue growth for
both for-profit and not-for-profit acute care hospitals as a
result of reduced payments for services they provide to Medicare
patients," says Vice President - Senior Credit Officer Dean Diaz.
Traditional Medicare accounts for on average 29% of for-profit
hospitals' revenue and nearly half of not-for-profit hospitals'
earnings, Moody's says. But irrespective of Medicare payment
amounts, not-for-profit hospitals and health systems will need to
focus on managing their costs to mitigate ongoing reimbursement
pressures.

In the year ahead, medical device companies will continue to see
soft sales growth in mature European markets as the region
continues to struggle with a weak economy. Relatively strong
growth in Europe has offset weak sales in the US in recent years,
but additional austerity measures could further dampen sales
growth. And in the US, a new excise tax will add to existing
pressure on companies' profit margins.

In the pharmaceutical industry, acquisition activity will
escalate. Also, the outcomes of several clinical trials for
Hepatitis-C products should be available this year. AbbVie,
Bristol-Myers Squibb and Gilead Sciences are among those likely to
report late-stage clinical data. "Results showing high cure rates
will be credit positive for the sponsoring company," says Senior
Vice President Michael Levesque. "We estimate that the market for
oral Hepatitis-C products will exceed $5 billion annually."

For health insurers, Moody's overall expectations for 2013 are for
positive results, with enrollment gains in Medicare Advantage and
Medicaid, though membership in the commercial sector will remain
under pressure due to the sluggish economy. Based on results
through the third quarter, it looks as if medical trend growth was
lower than anticipated by insurers in 2012, placing pressure on
rate increases so that an unexpected uptick in medical trend this
year could negatively affect companies' earnings.


* Moody's Says Global Spec-Grade Corp. Default Rate Down 2.6%
-------------------------------------------------------------
Moody's Investors Service's trailing 12-month global speculative-
grade default rate came in at 2.6% in the final quarter of 2012,
down from 3.2% in the prior quarter and close to the rating
agency's year-ago forecast of 2.9%, Moody's Investors Service says
in its monthly default report. A total of 58 Moody's-rated
corporate debt issuers defaulted last year, with 10 defaulting in
the fourth quarter.

Moody's "December Default Report" is now available, as are Moody's
other default research reports, in the Ratings Analytics section
of Moodys.com.

"Default rates remain low, consistent with our expectations,"
notes Albert Metz, Managing Director of Credit Policy Research.
"While European spreads are at a five-year low, we nevertheless
expect a slight increase in defaults going forward."

In the US, the speculative-grade default rate dropped to 3.2% in
December, down from 3.6% in the previous quarter. At this time
last year, the US rate was 1.9%. In Europe, the rate declined to
1.8% from 3.1% in the previous quarter. Last year, the European
default rate stood at 3.3% at end-December.

Based on its forecasting model, Moody's now expects that the
global speculative-grade default rate will rise modestly, to 3.0%,
by the end of 2013. That rate, if realized, would be below the
average of 4.8% since 1983. By region, the model predicts that the
rate will be 3.0% in the US and 3.3% in Europe by the end of this
year. Across industries, Moody's continues to expect default rates
to be highest in the Media: Advertising, Printing & Publishing
sector in the US, and the Hotel, Gaming & Leisure sector in
Europe.

By dollar volume the global speculative-grade bond default rate
dropped to 1.7% in the fourth quarter from 2.0% in the third. The
global dollar-weighted default rate ended 2011 at 1.8%.

In the US, the dollar-weighted speculative-grade bond default rate
came in at 1.5% in December, down slightly from 1.6% in the prior
quarter. The comparable rate was 1.1% a year ago.

In Europe, the dollar-weighted speculative-grade bond default rate
came in at 2.3% in the fourth quarter, down from the third
quarter's 3.3%. Last year, the rate stood at 4.3% at end-December.

Moody's global distressed index arrived at 14.1% at the end of the
fourth quarter 2012, down from 17.0% in the prior quarter. A year
ago, the index stood at 24.1%.

In the leveraged-loan market, there were three Moody's-rated
defaulters during the final quarter of 2012, including CoActive
Holdings LLC, which completed a distressed exchange on both its
first and second lien loans in December. Moody's trailing 12-month
US leveraged loan default rate closed 2012 at 2.9%, up from 2.6%
in the prior quarter and 0.6% a year ago.


* Roetzel Adds to Fla. White Collar, Creditors' Rights Teams
------------------------------------------------------------
Nathan Hale of BankruptcyLaw360 reported that Roetzel & Andress
LPA has expanded its white collar criminal defense and creditors'
rights services in Florida with the addition of three partners and
an associate in offices across the state.

Jon May, Andrew B. Demers and Paul A. Giordano, and associate
Robert Malani have joined the firm's Florida offices, expanding
the Business Litigation Group's white collar crime and creditors'
rights services.  Mr. May and Mr. Demers joined the Fort
Lauderdale office, Mr. Giordano is based in Fort Myers and Mr.
Malani is in Orlando.

"Jon's nationally recognized white collar criminal defense work,
his deep senior-level expertise and his ability to manage complex
prosecutions are quite an attractive fit for our White Collar and
Government Regulatory Practice and will be invaluable to our
clients," Robert Menzies, Practice Group Co-Manager of Roetzel's
Business Litigation Group, said in the firm's press statement.
"Our Creditors' Rights services also just got a tremendous boost
across the state with the additions of Drew, Paul and Bob -- all
very accomplished business and commercial litigators. We are
delighted with the core strengths that these attorneys bring to
our firm."

"Roetzel's Florida offices continue to be in an active period of
growth, and we are attracting high profile and highly regarded
attorneys," said Jeffrey Casto, Roetzel's Chairman and CEO. "We
are excited by what this group offers our clients throughout the
state, as well as in support of the rest of the firm on a national
front. We look forward to the new year with promises of additional
expansion."

Jon May has spent more than 30 years practicing as a trial and
appellate lawyer in south Florida and across the country, and most
recently was in private practice at his own firm of May & Cohen
P.A.  He defends individuals and institutions accused of serious
violations of federal law, including allegations of health care
fraud, money laundering, mail and telemarketing fraud, mortgage
fraud, and racketeering. He has conducted internal investigations
in cases involving violations of the Foreign Corrupt Practices
Act, the Securities and Exchange Act, and telemarketing fraud. He
has acted as counsel in high profile cases that have been covered
by the national and international media. He also has been amicus
counsel for both the American Bar Association and the National
Association of Criminal Defense Lawyers in cases before the
Supreme Court of the United States.

A frequent published author and speaker at national and
international seminars, Mr. May was previously Chair of the White
Collar Crime Section of the National Association of Criminal
Defense Lawyers and is a past Co-Chair of the Defense Function
Services Committee of the Criminal Justice Section of the American
Bar Association. He earned his J.D. from University of Florida
Levin College of Law, and his B.A. degree from Emory University.

Mr. May may be reached at:

         Jon May, Esq.
         ROETZEL & ANDRESS LPA
         350 East Las Olas Boulevard
         Las Olas Centre II, Suite 1150
         Fort Lauderdale, FL 33301
         Tel: (954) 759-2737
         Fax: (954) 462-4260
         Email: jmay@ralaw.com

Andrew B. Demers' practice focuses on representing banking and
commercial clients in business litigation and commercial contract
disputes. Among his many clients are Fortune 500 companies, state
agencies, private lenders, energy companies and regional
businesses. A former Special Counsel to the Ohio Attorney
General's office, he also has experience representing clients in
construction and franchise disputes. He previously was a partner
with Fowler White Boggs, P.A. in Fort Lauderdale.

Named a "Rising Star" by Florida Super Lawyers Magazine, Mr.
Demers earned his J.D. from the University of Michigan Law School
and his B.S. from the University of Florida. He is admitted to
practice in Florida and Ohio.

Mr. Demers may be reached at:

         Andrew B. Demers, Esq.
         ROETZEL & ANDRESS LPA
         350 East Las Olas Boulevard
         Las Olas Centre II, Suite 1150
         Fort Lauderdale, FL 33301
         Tel: (954) 759-2775
         Fax: (954) 462-4260
         Email: ademers@ralaw.com

Paul A. Giordano handles a variety of business and commercial
litigation matters, with a special focus on bankruptcy -
creditors' rights, partnership disputes, commercial foreclosures,
contract and corporate disputes, and general and professional
liability lawsuits. He also previously was a partner with Fowler
White Boggs, P.A. in Fort Myers.

Mr. Giordano has been named a Florida Super Lawyers Magazine
"Rising Star" for 2011 and 2012 and he holds a preeminent rating
from Martindale-Hubbell. He is a member of the American Bar
Association and the Florida Bar Association, where he is an active
member of the Business Law Section's UCC/Bankruptcy and the
Bankruptcy Judicial Liaison Committees. He received his
undergraduate degree from the University of Florida and his J.D.
from the University of Florida Levin College of Law.

Mr. Giordano may be reached at:

         Paul A. Giordano, Esq.
         ROETZEL & ANDRESS LPA
         2320 First Street, Suite 1000
         Fort Myers, FL 33901
         Tel: (239) 337-3850
         Fax: (239) 337-0970
         Email: pgiordano@ralaw.com

Robert Malani focuses his practice on creditors' rights and
commercial bankruptcy. He represents both secured and unsecured
creditors, including lending institutions, purchasers of assets,
landlords and trade creditors, in bankruptcy cases and adversary
proceedings. He most recently was in the Miami office of Strook &
Strook & Lavan.

Mr. Malani received his undergraduate degree in Finance from the
University of Florida and his J.D. from the University of Florida
Levin College of Law. He is admitted to practice law in Florida
and before the U.S. District Courts for the Middle and Southern
Districts of Florida.

Mr. Malani may be reached at:

         Robert Malani, Esq.
         ROETZEL & ANDRESS LPA
         420 South Orange Avenue
         CNL Center II, 7th Floor
         Orlando, FL 32801
         Tel: (407) 839-2765
         Fax: (407) 835-3596
         Email: rmalani@ralaw.com


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there
were approximately 3,500 hedge funds, managing capital of about
$150 billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds
with no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a
partnership between the fund managers and the investors."  The
authors then expand upon this definition by explaining what sorts
of investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important
avenue for investors opting to diversify their traditional
portfolios and better control risk" -- an apt characterization
considering their tremendous growth over the last decade.  The
qualifications to join a hedge fund generally include a net worth
in excess of $1 million; thus, funds are for high net-worth
individuals and institutional investors such as foundations, life
insurance companies, endowments, and investment banks.  However,
there are many individuals with net worths below $1 million that
take part in hedge funds by pooling funds in financial entities
that are then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totalling $4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is
low, contrary to common perception.  Investors who have the
necessary capital to invest in a hedge fund or readers who aspire
to join that select club will want to absorb the research,
information, analyses, commentary, and guidance of this unique
book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***