---

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

           Wednesday, February 27, 2013, Vol. 17, No. 57

                            Headlines

4KIDS ENTERTAINMENT: 4Licensing Begins Trading on OTC Pink Sheets
710 LONG RIDGE: Case Summary & 20 Largest Unsecured Creditors
ACCELPATH INC: Amends Sept. 30 10-Q to Exclude Digipath Results
ADVANCED LIVING: Section 341(a) Meeting Scheduled for April 1
AFA FOODS: Can Use Cash Collateral Until March 19

AFA FOODS: Exclusive Plan Filing Period Extended Until May 28
AFA FOODS: FTI Consulting's Fees Reduced
AHERN RENTALS: Expands Scope of Hutchison Employment
ALAN MURRAY: Court Disqualifies Counsel for Hart King & Coldren
ALLY FINANCIAL: Moody's Retains B1 CFR; Outlook Is Positive

AMERICAN AIRLINES: Select Officials to Lead Integration Planning
ALLIED SYSTEMS: Creditors Duel Black Diamond to Sue Yucaipa
AMERICAN SUZUKI: IRS, U.S. Trustee Object to Plan Confirmation
ARMSTRONG WORLD: S&P Assigns 'BB-' Rating to Sr. Sec. Facility
AVIS BUDGET: Moody's Assigns Ba1 Rating to $200MM Debt Add-On

AVIS BUDGET: S&P Assigns 'BB' Rating to $200MM Term Loan Add-On
BERNARD L. MADOFF: March 12 Hearing on Schneiderman Settlement
BERNARD L. MADOFF: Trustee Notches 2nd Victory in Circuit Court
BERNARD L. MADOFF: Judge to Rule on Bid to Stop Fairfield Suit
BERNARD L. MADOFF: Investors Win Class Cert. in Feeder Fund Action

BRUNDAGE-BONE: Appeals Court Flips Order Requiring $50K Payment
BURLINGTON COAT: Moody's Lifts Rating on Secured Term Loan to B1
CAESARS ENTERTAINMENT: Incurs $469.7MM Net Loss in 4th Quarter
CD INTERNATIONAL: Partners with MAPSA to Explore Iron Ore Mining
CENGAGE LEARNING: In Talks With Alvarez & Marsal for Options

CENTRAL EUROPEAN: Copies of Tender Offer Statement & Memorandum
CLASSICSTAR LLC: Romanowskis Not Entitled to Tax Deductions
COLONIAL BANK: FDIC Resumes Battle With Auditors Over Failure
COMMERCIAL BARGE: Moody's Rates New US$650MM Term Loan B 'B3'
COMMERCIAL BARGE: S&P Lowers CCR to 'B-' & Rates $650MM Loan 'B-'

COMMUNITY FINANCIAL: M. Burd Holds 5% Equity Stake at Dec. 21
DAVID OHANNESON: District Court to Hear Dispute With Heller, Smead
DC DEVELOPMENT: Court OKs Sale of Remaining BB&T Collateral
DEWEY & LEBOEUF: Plan Confirmation Hearing Begins Today
DOGWOOD PROPERTIES: Hearing on Bid to Use Cash Collateral Today

DOGWOOD PROPERTIES: Proposes Gotten Wilson as Ch. 11 Counsel
DOGWOOD PROPERTIES: Hiring Graham Cox as Associated Counsel
DYNEGY HOLDING: Operating Debtors' Plan Hearing on March 12
EASTMAN KODAK: Deloitte Gets Nod to Provide Additional Services
EDISON MISSION: Committee Can Retain Akin Gump as Counsel

EDISON MISSION: Committee Can Tap Blackstone as Investment Banker
EDISON MISSION: May Set Off Obligations With DNB Bank
ELAN CORP: RPI Purchase Offer Has No Impact on Moody's Ba3 CFR
ENERGY FUTURE: Board Appoints Billie Williamson as Director
FIVE RIVERS: Plan Rejected; Court Threatens Chapter 7 Conversion

FREESEAS INC: Issues Additional 90,000 Common Shares to Hanover
GREAT ATLANTIC: Underperformance Cues Moody's to Cut CFR to Caa2
HELEN KELLER: Moody's Lowers Rating on US$17MM of Bonds to Ba2
HOSTESS BRANDS: Union to Get $17.9MM Claim for Retiree Benefits
ILLINOIS INSTITUTE: Fitch Affirms 'BB-' Rating to $190-Mil. Bonds

INTERNATIONAL GOSPEL: Dist. Ct. Vacates Ruling on Atty. Fee Award
JOHN KNIBBE: Vanguard's Fees and Expenses Approved
JUMP OIL: CRE Blocks Use of Cash From 3 Sites, Seeks Foreclosure
JUMP OIL: Colonial DIP Financing Has Interim Approval
JUMP OIL: HNWC Won't Have $10,000 Monthly Retainer

KIMBERLY NIFONG MITCHELL: Court Rejects Ex-Husband's Lawsuit
LEHMAN BROTHERS: LBI and Lehman Europe Resolve Intercompany Claims
LEHMAN BROTHERS: Creditors to Benefit from New Deal, Says SIPC
LEHMAN BROTHERS: S&P Granted Top Grades to Doomed CDO
LEHMAN BROTHERS: Sues SBS Over Dividend Non-Payment

LITTLEFIELD TEXAS: S&P Raises Debt Rating to 'BB'; Outlook Stable
MARKETING WORLDWIDE: Southridge Holds 9.9% Stake at Feb. 25
METEX MFG: Committee Taps Gilbert LLP, Legal Analysis
MF GLOBAL: Aurelius Backs JPMorgan Bid to Pursue Claim
MF GLOBAL: Asks Court to Disallow 35 Amended Claims

MODERN PRECAST: Completes Sale, Now Known As VCW Enterprises
MORGAN INDUSTRIES: DIP Facility Maturity Extended March 15
MSR RESORT: Ch. 11 Plan Approval Triggers Appeal
MTS LAND: U.S. Bank Says Plan is Unconfirmable, Wants Lift Stay
NEP/NCP HOLDCO: Loan Repricing Has No Impact on Moody's B2 CFR

NORANDA ALUMINUM: Moody's Assigns Caa1 Rating to Sr. Notes Offer
NORANDA ALUMINUM: S&P Affirms 'B' CCR & Rates $225MM Notes 'CCC+'
O&G LEASING: Plan Confirmation Hearing Begins
OCALA SHOPPES: Files Schedules of Assets and Liabilities
OCALA SHOPPES: Taps H.W. Barrineau to Provide Engineering Services

OCEAN DRIVE: Miami Beach Hotel Can't Avoid Foreclosure Sale
ORMET CORP: Files for Bankruptcy to Sell to Wayzata
ORMET CORPORATION: Case Summary & 30 Top Unsecured Creditors
OVERSEAS SHIPHOLDING: Sues BP Unit for Trying to Ditch JV
PATRIOT COAL: UMWA Miners, Retirees et al. Launch Protest

PENSON WORLDWIDE: Seeks to Honor D&O Indemnification Obligations
PETER SHAW: IRS Gets Favorable Ruling in Admin. Claims Dispute
PHILIPPE CHOW BOCA: Chinese Restaurant Files Chapter 7
PMI GROUP: Authorized to Sell Impact Tranche E Note for $413K
POINT CENTER: Hard Money Lender Filed Ch. 11 After Judgment

PORTABLE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
POWERWAVE TECHNOLOGIES: Ch. 11 Delays D.C. Wireless Expansion
PT BERLIAN: Creditors, Bloomberg Oppose Secret Bankruptcy
PURE BEAUTY: Wins Final Extension of Exclusivity Until April 4
READER'S DIGEST: Final DIP Hearing on March 21

READER'S DIGEST: Wins Approval for Epiq as Claims Agent
READER'S DIGEST: Equity Trading Restrictions Has Interim Approval
RESIDENTIAL CAPITAL: Bankruptcy Stays "Brackhahn" Proceedings
RG STEEL: Committee Renews Bid to Sue Ira Rennert
RG STEEL: Gets Court Approval of Settlement Deal With Daman

RG STEEL: Gets Green Light to Sell Louisville Property
RG STEEL: Mountain State Carbon Lawsuit Goes Back to State Court
RL ADKINS: Court OKs Outline for Exit Plan Proposed by Scott Oil
SAN BERNARDINO, CA: New Manager Has Filed for Bankruptcy Twice
SCHOOL SPECIALTY: Committee Seeks Permission to File Plan

SCHOOL SPECIALTY: Lands $155-Mil. Rival Bankruptcy Loan
SCHOOL SPECIALTY: Can Pay $14.5-Mil. to Critical Vendors
SCHOOL SPECIALTY: Can Tap Thomas E. Hill as CRO, Other Firms
SECUREALERT INC: Rene Klinkhammer Owns Less Than 1% Equity Stake
SIRIUS XM: Improving Performance Cues Moody's to Raise CFR to Ba3

STAR WEST: S&P Assigns $825MM Debt 'BB-' Preliminary Rating
STOCKTON REDEVELOPMENT: S&P Affirms B Rating on 2006A & 2006B Bond
THORNBURG MORTGAGE: Settlement with BofA Should Be Public
THQ INC: Initial Bids for IP Assets Due April 1
TOPAZ POWER: S&P Affirms 'BB-' Rating on $640MM Facilities

TRANS ENERGY: Presented at EnerCom's Oil & Services Conference
TRIBUNE CO: Taps JPMorgan, Evercore to Explore Newspaper Sale
TRW AUTOMOTIVE: Moody's Rates Proposed $400MM Notes Offer Ba2
TRW AUTOMOTIVE: S&P Assigns 'BB' Rating to $400MM Sr. Unsec. Notes
UNI-PIXEL INC: Wellington Trust Holds 5% Stake at Dec. 31

UNI-PIXEL INC: Wellington Mgmt Holds 5% Equity Stake at Dec. 31
UNIVERSAL HEALTH: Auction Scheduled for Feb. 26
VALLEJO CA: S&P Raises Rating on 1999 COPs to 'CCC+'
VIGGLE INC: 122,146 Check-Ins During Academy Awards Using App
VS FOX RIDGE: Will Have Chapter 11 Trustee

WELLS FARGO: Hit With Mortgage Penalties Class Action
WVSV HOLDINGS: Amended Plan Promises Full Payment in 2 Years
WVSV HOLDINGS: Taps McGladrey LLP as Tax Accountant
WVSV HOLDINGS: Ch. 11 Case Transferred to Judge Haines
ZACKY FARMS: Wins Approval to Sell Itself to Family Trust

* State-Law Claim Ruling Allowed in Dischargeability Action
* Sale Approval Barred Later Lawsuit Alleging Faulty Auction

* Moody's Outlook for Asset Management Sector Remains Stable

* U.S. Slams States' Dodd-Frank Challenge
* Major Banks Aid in Payday Loans Banned by States

* Veteran Bankruptcy Atty. John C. Thomas Joins Foley & Mansfield

* Upcoming Meetings, Conferences and Seminars

                            *********

4KIDS ENTERTAINMENT: 4Licensing Begins Trading on OTC Pink Sheets
-----------------------------------------------------------------
4Licensing Corporation has resumed trading on the OTC Pink Sheets.

4Licensing Corporation previously announced that it successfully
emerged from protection under Chapter 11 of the United States
Bankruptcy Code, with all creditors receiving 100 percent of
allowed claims.

"We couldn't be more thrilled about our successful restructuring,"
said Bruce R. Foster, Interim Chief Executive Officer.  "Today we
resume trading on the Pink Sheets as 4Licensing Corporation.
While the task ahead is great, we take the responsibility
seriously and will work diligently to leverage all of the
Company's assets.  We are now beginning the road to recovery, one
that will take time and require further patience from our
shareholders, but will be keenly aimed at creating value," Foster
added.

"I am pleased that the Company has been restored to its
shareholders and has reached the level of stability necessary to
move forward," said Jay Emmett, Chairman of the Board of
Directors.  "We look to expand our brands and refocus our
resources.  The Board of Directors, together with the management
of the company, understands the challenges ahead, and we intend to
meet those challenges - head on," Emmett added.

                   About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

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

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

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

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

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


The Bankruptcy Court entered an order confirming 4Kids' Amended
Joint Plan of Reorganization on Dec. 13, 2012.  The Plan effective
on Dec. 21, 2012 and 4Kids changed its state of incorporation from
the State of New York to the State of Delaware by the merger of
4Kids with and into 4Licensing Corporation, a newly formed
Delaware corporation and a wholly owned subsidiary of 4Kids, with
4Licensing as the surviving corporation.


710 LONG RIDGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: 710 Long Ridge Road Operating Company II, LLC
             dba Long Ridge of Stamford
             173 Bridge Plaza North
             Fort Lee, NJ 07024

Bankruptcy Case No.: 13-13653

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                   Case No.
     ------                                   --------
240 Church Street Operating Company II, LLC    13-13654
1 Burr Road Operating Company II, LLC          13-13655
245 Orange Avenue Operating Company II, LLC    13-13656
107 Osborne Street Operating II, LLC           13-13657

Chapter 11 Petition Date: February 24, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Debtors' Counsel: Michael D. Sirota, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD
                  25 Main St.
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000
                  E-mail: msirota@coleschotz.com

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
710 Long Ridge     $1,000,001 to            $10,000,001 to
                   $10,000,000              $50,000,000


240 Church Street  $1,000,001 to            $10,000,001 to
                   $10,000,000              $50,000,000


The petitions were signed by Victor Matthew Marcos, vice
president.

A. 710 Long Ridge's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
New England Health Care            Union              Unknown
Employees
Union, District 1199
c/o David Pickus, President
77 Huyshope Avenue
Hartford, CT 06106

Culinary Depot                     Trade              $39,407
2 Melnick Drive
Monsey, NY 10952

Healthcare Services                Trade              $25,266
Group, Inc.
3220 Tillman Drive
Bensalem, PA 19020

Pedeco Printing Inc.               Trade              $16,066

LeClaire Heating &                 Trade              $12,180
Air Conditioning

Procare                            Trade              $8,239

Joerns Healthcare, Inc.            Trade              $8,054

Griffin Hospital                   Trade              $6,245

John C. Landsiedel                 Trade              $5,676
Construction Company

City Carting & Recycling           Trade              $4,754

Onward Healthcare                  Trade              $4,276

Servi Pronto Electric LLC          Trade              $3,887

CuraSpan Health Group, Inc.        Trade              $3,100

Cablevision of So Conn             Trade              $2,745

Allscripts Healthcare, LLC         Trade              $2,717

Technical Gas Products, LLC        Trade              $2,683

HD Supply Facility                 Trade              $2,226
Maintenance

Xerox Corporation                  Trade              $2,181

Mobilex USA                        Trade              $1,452

Hudson Seating &                   Trade              $1,222
Mobility

B. 240 Church Street's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
New England Health Care            Union              Unknown
Employees
Union, District 1199
c/o David Pickus, President
77 Huyshope Avenue
Hartford, CT 06106

Healthcare Services Group,         Trade              $27,045
Inc.

Collaborative Laboratory           Trade              $19,423
Services

US Foodservice                     Trade              $14,372

The Herald Publishing Co.          Trade              $13,885

Lenares Landscaping &              Trade              $8,131
Design LLC

Consulting Cardiologists, PC       Trade              $5,000

Technical Gas Products, LLC        Trade              $4,516

Rare Reminder, Inc.                Trade              $4,178

Newington International Med        Trade              $3,800
Primary Care, LLP

CWPM                               Trade              $3,780

Best Temps                         Trade              $3,424

HD Supply Facility                 Trade              $2,650
Maintenance

Life Publications                  Trade              $2,036

Maria Remos Velazquez              Trade              $1,678

American Medical                   Trade              $1,656
Response of CT

Liturgical Publications, Inc.      Trade              $1,612

CT1 Media-Tribune Company          Trade              $1,500

DeLage Landen Financial Services   Trade              $1,493

Mobilex USA                        Trade              $1,482


ACCELPATH INC: Amends Sept. 30 10-Q to Exclude Digipath Results
---------------------------------------------------------------
Accelpath, Inc., formerly Technest Holdings, Inc., has filed an
amendment to its quarterly report on Form 10-Q for the three
months ended Sept. 30, 2012, as originally filed with the
Securities and Exchange Commission on Nov. 19, 2012.

The Company has determined that its previously reported results
erroneously included the results of the operations of Digipath
Solutions, LLC.  The condensed consolidated financial statements
for the three months ended Sept. 30, 2012, have been restated to
remove the effects of the Digipath consolidation.  The Company has
also made necessary conforming changes in "Management's Discussion
and Analysis of Financial Condition and Results of Operations"
resulting from the correction of this error.

On Sept. 18, 2012, AccelPath entered into an agreement to acquire
all of the outstanding membership interests of Digipath, from its
sole member pursuant to an Equity Purchase Agreement among the
Company, Digipath and Mr. Rishi Reddy.  In accordance with the
Purchase Agreement, the Company issued Mr. Reddy a convertible
promissory note in the amount of $1,050,000, 1,250 shares of
Series G Preferred Stock, and agreed to make cash payments
totaling $100,000.  Mr. Reddy entered into a one-year consulting
agreement with the Company pursuant to which he agreed to perform
consulting and advisory services in the field of pathology and to
serve as a member of the Company's Medical Advisory Board for a
monthly retainer of $8,333.

On Feb. 15, 2013, due to information that came to light subsequent
to Sept. 18, 2012, the Company and Mr. Reddy entered into a
Rescission Agreement, whereby the Purchase Agreement was cancelled
and all parties were restored to their status before the Purchase
Agreement was executed.  As a result of the Rescission, the
Company returned to Mr. Reddy all of the outstanding membership
interests of Digipath and Mr. Reddy returned to the Company, the
Note, the Shares and all cash payments received to date.  The
consulting and advisory services arrangement between the Company
and Mr. Rishi was cancelled.

The Company concluded that the acquisition agreement was not
legally consummated and therefore consolidation was not
appropriate.  Consequently, the Company should not have included
Digipath in the Sept. 30, 2012, SEC filing on Form 10-Q, and
therefore, the accounting and reporting was an error.  As a
result, the Company's financial statements for the three months
ended Sept. 30, 2012, should not have included any of the
acquisition entries or the consolidation of Digipath's results for
the period from Sept. 18, 2012, through Sept. 30, 2012.  There was
no impact to any previously reported period.

The restated statements of operations reflect a net loss of
$521,092 on $54,983 of revenue for the three months ended
Sept. 30, 2012, as compared with net income of $373,144 on $63,298
of revenue as originally reported.  The Company's restated balance
sheet at Sept. 30, 2012, showed $777,038 in total assets, $2.73
million in total liabilities and a $1.96 million total
stockholders' deficit.  The Company previously reported $3.58
million in total assets, $4.08 million in total liabilities and a
$504,078 total stockholders' deficit.

MaloneBailey, LLP, in Houston, 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 suffered recurring losses from operations, has
negative cash flows from operations, a stockholders' deficit and a
working capital deficit which raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/wBHJn5

Gaithersburg, Md.-based AccelPath, Inc., has two primary
businesses: AccelPath, LLC, and Digipath Solutions, LLC, are in
the business of enabling pathology diagnostics and Technest, Inc.
(a 49% owned subsidiary) is in the business of the design,
research and development, integration, sales and support of three-
dimensional imaging devices and systems.


ADVANCED LIVING: Section 341(a) Meeting Scheduled for April 1
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Advanced Living
Technologies, Inc., will be held on April 1, 2013, at 10:00 a.m.
at Austin Room 116.  Creditors have until July 1 to submit their
proofs of claim.

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

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

                About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Hohmann, Taube &
Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor had total assets of
$12 million and liabilities of $25 million.


AFA FOODS: Can Use Cash Collateral Until March 19
-------------------------------------------------
The agent for the second lien lenders of AFA Investment, Inc., et
al., has consented to the further extension until March 19, 2013,
of AFA Investment Inc., et al.'s use of the cash collateral
securing their prepetition indebtedness, according to a notice
filed with the U.S. Bankruptcy Court District of Delaware.

The cash collateral will be used to operate the Debtors' business
postpetition.  As adequate protection from any diminution value of
the lenders' collateral, the Debtor will grant the second lien
lenders adequate protection liens and superpriority administrative
expense claim, subject to carve out on certain expenses.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AFA FOODS: Exclusive Plan Filing Period Extended Until May 28
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended AFA Investment Inc., et al.'s exclusive period to file a
plan of reorganization until May 28, 2013, and exclusive period to
solicit acceptances of that plan until July 29, 2013.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AFA Foods, one of the largest ground-beef producers
in the U.S. until the assets were sold, retains exclusivity after
no objections were filed to the extension.

According to the Bloomberg report, AFA had said there is agreement
in principle on a "global settlement agreement" among the official
creditors committee, former employees, second-lien lenders and
other key players in the bankruptcy reorganization begun in April.

A Chapter 11 plan to implement a settlement is yet to be filed.

Remaining assets, according to a court filing, included $14
million cash and the right to file lawsuits. An affiliate of
Yucaipa has a $71.6 million second lien and could claim the
remaining assets absent settlement, according to court papers.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AFA FOODS: FTI Consulting's Fees Reduced
----------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the modified terms of engagement between AFA Investment Inc., et
al., and FTI Consulting, Inc., to reduce the amount of the firm's
monthly fee.

The revised monthly fee structure provides for:

   a) reduced monthly $100,000 for the months of January 2013 and
      February 2013;

   b) $50,000 per month for the months of March 2013 and
      April 2013; and

   c) $10,000 per month for all months after April 2013.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AHERN RENTALS: Expands Scope of Hutchison Employment
----------------------------------------------------
Ahern Rentals, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Nevada to expand the scope of
employment of Hutchison & Steffen LLC to include services with
respect to the appeal filed by creditor Derrick Outlaw and his
counsel and the creditor's motion for reconsideration of certain
Court orders.

                      About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  In its schedules, the Debtor disclosed $485.8 million
in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

The Debtor's Plan lists $379.2 million in debt held by major
lenders plus much smaller amounts held by others.  According to
The Review-Journal's report, Judge Beesley said he does not think
Ahern's plan offers full repayment -- known as present value -- so
the owners cannot hang on to their entire positions under
bankruptcy law.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.


ALAN MURRAY: Court Disqualifies Counsel for Hart King & Coldren
---------------------------------------------------------------
Judge Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California entered a memorandum on Feb. 20,
2013, disqualifying counsel for Hart, King & Coldren in the
Chapter 11 case of Alan and Elizabeth Murray.

Several years before Chapter 11 debtors Alan and Elizabeth Murray
filed their bankruptcy petition, they became embroiled in a
dispute with some of the tenants at one of the recreational
vehicle parks which the Murrays operated.  The dispute was
arbitrated.  The Murrays were represented in the arbitration by
the law firm of Hart, King & Coldren.  The tenants were
represented by attorney Bradford Floyd.

The arbitration did not go well for the Murrays.  After the
arbitration, other tenants joined with the tenants who were
parties to the arbitration in suing the Murrays in state court.
Mr. Floyd represented the plaintiffs in that action.  In the
meanwhile, the Murrays did not pay the balance of the fees they
owed HKC.  That law firm sued the Murrays and obtained a judgment
against them for unpaid legal fees of about $97,000.

In what appears to be either a serious lack of judgment or an act
of intentional spite, HKC hired Mr. Floyd to collect its judgment.
The Murrays moved the court for an order disqualifying Mr. Floyd
from further participation in the case.

Judge Jaroslovsky concluded that HKC had a lapse in ethical
judgment when it chose Mr. Floyd to collect its unpaid fees.

"While HKC had a right to collect its unpaid fees, the Murrays did
not become strangers because they could not pay their legal bills;
they were clients still, and HKC forgot this when it hired Floyd.
The court must therefore disqualify Floyd from representing HKC.
Accordingly, the Murrays' motion will be granted," he said.

The court directed Counsel for the Murrays to submit an
appropriate form of order.

A copy of the Bankruptcy Court's Feb. 20, 2013 Memorandum is
available at http://is.gd/nhj6Ryfrom Leagle.com.

Alan and Elizabeth Murray filed a joint Chapter 11 bankruptcy
petition (Bankr. N.D. Cal. Case No. 11-10535) on Feb. 15, 2011.


ALLY FINANCIAL: Moody's Retains B1 CFR; Outlook Is Positive
-----------------------------------------------------------
Moody's Investors Service confirmed the B1 corporate family and
senior unsecured ratings of Ally Financial, Inc. and supported
subsidiaries and assigned a positive rating outlook. This
concludes Moody's review of Ally's long-term ratings for possible
upgrade initiated on November 21, 2012.

Ratings confirmed, outlook changed to positive:

Ally Financial Inc.:

Corporate Family, confirmed at B1, positive outlook

Issuer rating, confirmed at B1, positive outlook

Senior unsecured, confirmed at B1, positive outlook

Senior unsecured Medium-Term Note program, confirmed at (P)B1,
positive outlook

Senior unsecured shelf, confirmed at (P)B1, positive outlook

Subordinate debt, confirmed at B2, positive outlook

Preferred stock, confirmed at a range of Caa1(hyb) to B3(hyb),
positive outlook

GMAC Bank GmbH:

Senior unsecured Medium-Term Note program, confirmed at (P)B1,
positive outlook

GMAC Capital Trust I:

Preferred Stock, confirmed at B3(hyb), positive outlook

GMAC International Finance B.V.:

Senior Unsecured, confirmed at B1, positive outlook

Senior unsecured Medium-Term Note program, confirmed at a range of
(P)NP to (P)B1, positive outlook

Ratings withdrawn:

Ally Credit Canada Limited:

Senior unsecured Medium-Term Note program, rating withdrawn

Commercial paper, rating withdrawn

Ratings Rationale:

Moody's confirmed Ally's B1 corporate family rating in response to
the extended timeline for concluding the bankruptcy of Ally's
mortgage finance subsidiary, Residential Capital LLC (ResCap;
unrated), and, in Moody's view, the increased uncertainty
regarding the outcome of the proceedings and their potential cost
to Ally.

The positive outlook reflects the anticipated benefits to Ally's
liquidity, capital position, and margins associated with steps the
company is taking to strengthen its business, including selling
non-core operations, repaying high cost debt, and streamlining
operating costs. The positive outlook also reflects the potential
improvement in Ally's credit profile when its ties with ResCap are
severed, provided the related cost to Ally is reasonable.

As part of ResCap's bankruptcy plan, submitted in May 2012, Ally
pledged $750 million of cash in exchange for a shield from future
claims from ResCap and its creditors. Certain creditors are
challenging this and other aspects of ResCap's plan. A report from
a court-appointed examiner to review the pre-bankruptcy
transactions between Ally and ResCap, particularly those that
involved ResCap's sale of assets to Ally, is now due in May after
having been twice delayed.

In Moody's view, the nature and size of competing creditor claims,
the limited progress reaching resolution to date, and the extended
procedural timeline to address these issues has increased the
uncertainty regarding Ally's potential liabilities in connection
with the bankruptcy. Moody's believes that Ally has sufficient
capital to absorb a reasonable level of cost in addition to what
it has already committed.

Ally's sale of non-core assets is progressing, yielding a return
of capital that Ally will use to repay US government assistance it
received during the credit crisis. Ally's efforts to repay this
government support and reduce its cost of capital should improve
its net interest margin and profitability. Proceeds from the sales
of its Canadian, Latin American, European and Chinese JV
operations will total $9.2 billion, representing a $1.6 billion
premium to book value. Ally's Tier 1 common ratio will improve to
a pro forma 10.1% from 7.0% at December 31, 2012, reflecting
after-tax gains and the decline in risk weighted assets.

Constraints on Ally's credit profile include increased competition
from bank and captive lenders and the firm's continued reliance on
confidence-sensitive market funding, including brokered and online
retail certificates of deposit. Ally's ratings also reflect GM and
Chrysler related concentrations, execution risks associated with
efforts to further transition to a bank operating and funding
model, and core profitability that is weaker than certain auto
lender peers.

Ally's ratings could be upgraded if the contingent risks to its
capital and liquidity emanating from its exposure to ResCap are
eliminated at a reasonable expense. Improvement in Ally's core
operating profitability and stronger capital levels would also
support higher ratings. A ratings downgrade could be precipitated
by material deterioration in asset quality performance and
profitability in the core auto lending business, or a materially
weakened capital or liquidity profile.

Ally Financial is a provider of automotive financial services with
$182 billion of total assets at December 31, 2012. Ally Bank, the
company's direct banking subsidiary, offers a variety of savings
and checking account products.

The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.


AMERICAN AIRLINES: Select Officials to Lead Integration Planning
----------------------------------------------------------------
Susan Carey at Daily Bankruptcy Review reports oversight of the
integration planning that would help mesh AMR Corp.'s American
Airlines and US Airways Group Inc. -- should their planned merger
receive all the necessary approvals -- will fall to US Airways
President Scott Kirby and Bev Goulet, chief restructuring officer
of American, the two carriers' chief executives said in a memo.

                      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.

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

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


ALLIED SYSTEMS: Creditors Duel Black Diamond to Sue Yucaipa
-----------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that unsecured
creditors are dueling with lenders Black Diamond Capital
Management LLC and Spectrum Investments Partners LP for the right
to sue Ron Burkle's Yucaipa Cos. over the continued financial woes
of Allied Systems Holdings Inc.

Allied's official committee of unsecured creditors is accusing
Yucaipa of taking control of the company's outstanding secured
debt before its bankruptcy as part of a scheme to reduce the power
of other company stakeholders, the report related.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidle


AMERICAN SUZUKI: IRS, U.S. Trustee Object to Plan Confirmation
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that at the Feb. 28 confirmation hearing where American
Suzuki Motor Corp. hopes to obtain approval of a Chapter 11
reorganization plan, the principal objections will come from the
Internal Revenue Service and the U.S. Trustee.

According to the report, the IRS faults a provision in the plan
requiring the filing of a claim within 30 days of plan
implementation for income taxes arising during bankruptcy.  The
IRS says the provision runs afoul of a provision in bankruptcy law
absolving the government of the need to file a claim even before
the income tax return is due.  The IRS also faults the plan for
not paying interest on a priority tax claim not fully paid when
the plan is implemented.

The report discloses that the U.S. Trustee, the bankruptcy
watchdog for the Justice Department, finds the plan defective for
proposing to give a release of claims to the Suzuki affiliate that
will purchase part of the business under the plan.  The U.S.
Trustee relies on rulings by the U.S. Court of Appeals in San
Francisco prohibiting releases in favor of nonbankrupt third
parties.

The report discloses that the bankruptcy and the reorganization
plan were both filed in fulfillment of a strategy by parent Suzuki
Motor Corp. to stop selling cars in the U.S.  Once confirmed, the
plan allows for another subsidiary of the Japanese parent to take
over the sale and distribution of all-terrain vehicles, outboard
motorboat engines, and auto parts in the U.S.  The plan is based
on a sale of the non-auto businesses to the parent for about $100
million.  After liquidation of other assets and payment of
expenses, there will be about $107 million remaining for
distribution to creditors.  Secured creditors will be paid in
full.  Unsecured creditors, including dealers whose dealership
agreements were ended, will be paid in full so long as they agree
to drop claims against the Japanese parent.  The dealer's claims
amount to some $45 million.  Other unsecured claims totaling an
estimated $14 million are similarly projected for payment in full.

The report notes that about 98% of the dealers already accepted a
settlement where they agreed to waive claims against the parent in
return for immediate payment of half their claims, with the
remainder to be paid from the plan.  The parent, in return for the
waiver of claims, agrees not to receive payment on its claims
against the American company until unsecured creditors have been
paid in full.  If an unsecured creditor doesn't waive claims
against the parent, the estimated recovery is 5%, according to the
disclosure statement, because the parent won't subordinate its
claim.

                      About American Suzuki

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

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

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

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

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

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


ARMSTRONG WORLD: S&P Assigns 'BB-' Rating to Sr. Sec. Facility
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue-level rating to the proposed senior secured credit facility
issued by Armstrong World Industries Inc. and Armstrong Wood
Products Inc.  The proposed facility consists of a $250 million
revolving credit facility due 2018, a $500 million term loan A due
2018, and a proposed $525 million term loan B due 2020.  The
recovery rating on the facility is '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event of
payment default.  The company intends to use proceeds from this
transaction to refinance its existing debts (of which there is
currently about $1.025 billion of balance sheet debt outstanding).

The 'BB-' corporate credit rating and stable outlook on Armstrong
reflect the combination of what S&P considers to be the company's
"fair" business risk and "aggressive" financial risk profiles.
The fair business risk profile reflects S&P's assessment that the
company will continue to maintain its leading positions in vinyl
and wood flooring and ceiling systems products, strong brand names
and recognition, a fair balance between residential and commercial
end markets, "adequate" liquidity, and continued dividends from
WAVE, Armstrong's ceiling grid joint venture with Worthington
Industries Inc.

S&P expects that full-year 2013 EBITDA will be $350 million to
$400 million (including $55 million in annual WAVE dividends), or
within the same range as in 2012.  S&P expects debt-to-EBITDA to
range between 3.5x and 4x, and for funds from operations to debt
to remain about 20%.  S&P considers these metrics to be in line
with the current rating, given Armstrong's fair business risk
profile.

RATINGS LIST
Armstrong World Industries Inc.
Corporate credit rating                       BB-/Stable/--

New Ratings
Armstrong World Industries Inc.
Armstrong Wood Products Inc.
$250 mil revolving credit facility due 2018   BB-
  Recovery Rating                              3
$500 mil term loan A due 2018                 BB-
  Recovery Rating                              3
Proposed $525 mil term loan B due 2020        BB-
  Recovery Rating                              3


AVIS BUDGET: Moody's Assigns Ba1 Rating to $200MM Debt Add-On
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the $200
million upsizing of Avis Budget Car Rental LLC's existing $700
million senior secured term loan. Moody's also assigned a B2
rating to the Euro 250 million of senior unsecured notes issued by
Avis Budget Finance plc; these notes are guaranteed on a senior
unsecured basis by ABCR.

The proceeds of these issuances will fund the approximately $500
million purchase of Zipcar by Avis Budget Group, Inc. (Avis),
which is the parent company of ABCR and Avis Budget Finance. The
B1 Corporate Family Rating (CFR), B1-PD Probability of Default
Rating (PDR), and SGL-3 Speculative Grade Liquidity ratings of
Avis are affirmed. The rating outlook is stable.

Ratings Rationale:

The rating actions reflect Moody's expectation that Avis will be
able to harvest important operational synergies and long-term
strategic benefits from the Zipcar acquisition. Moody's also
anticipates that the company's credit metrics will remain
supportive of the B1 CFR. Nevertheless, the debt taken on to fund
the transaction will weaken the company's interest coverage and
leverage measures during the near term. The transaction will also
increase Avis's already significant level of corporate debt to
about $3.5 billion.

Despite the reasonable likelihood that the acquisition will yield
synergies, Moody's believes the purchase price equals a high
multiple over Zipcar's EBITDA run rate of about $15 million. In
addition, even if Avis succeeds in realizing cost and revenue
improvements following the close of the transaction, Moody's
expects that the incremental debt incurred to fund the transaction
will cause the company's pro forma credit metrics to weaken from
their current levels, with debt/EBITDA rising to approximately
4.6x from 4.4x. Moreover, the acquisition of Zipcar will slow
Avis' progress in a critical area related to its overall credit
profile -- the company's efforts to reduce its significant level
of corporate debt. Following the transaction, Avis's corporate
debt will approximate $3.5 billion and will represent about 30% of
its total funded debt of $11.5 billion.

Avis' credit rating currently reflects the healthy fundamentals of
the US car rental industry, the company's success in growing
revenue and cutting costs in its North American operations, and
the progress it has made in integrating its 2011 acquisition of
Avis Europe despite the region's economic slowdown. These factors
have enabled Avis to maintain credit metrics that are supportive
of the B1 rating: during the 12 months ended 30 September, the
company maintained an EBITDA margin of 44.6%, EBIT/interest ratio
of 1.5x and debt/EBITDA of 4.4x (reflecting Moody's standard
adjustments).

The stable rating outlook reflects the strategic and cost benefits
associated with the Zipcar acquisition, and Moody's expectation
that Avis will make steady progress in reducing the increased
leverage associated with the transaction.

Following the Zipcar acquisition, Avis will become the leading
player in the growing North American car-sharing market. Given the
complementary nature of car sharing with Avis' core daily car
rental business, Moody's expects the transaction to yield cost and
revenue synergies, most notably lower vehicle acquisition costs
for Zipcar and more efficient fleet utilization for both the car-
sharing and rental sides of Avis' expanded operations. The
company's rental fleet is heavily utilized during the week and
relatively underutilized during the weekend; Zipcar's fleet has
high utilization during the weekend and much lower utilization
during the week. These factors support the likelihood that the
combination will yield meaningful cost savings.

Avis expects to reap about $50-$70 million in synergies within
three years of the deal's closing, which seems optimistic relative
to Zipcar's historical annual revenue base of approximately $270
million. To deliver on those expectations, Avis will need to
aggressively pursue the benefits of lower vehicle acquisition
costs and improved utilization rates.

Avis's liquidity position is supported by approximately $600
million in cash, a $1.5 billion committed credit facility that
matures in 2016, and continued access to the securitization
market.

Avis's rating outlook could come under pressure if the company
does not make progress in reducing leverage in the aftermath of
the Zipcar acquisition and the 2011 acquisition of Avis Europe.
Reducing leverage will likely require continued progress in
expanding EBITDA margins, capitalizing on the anticipated Zipcar
synergies, and reductions in corporate debt. Rating pressure could
result if debt/EBITDA remains above 4.5x.

The rating could improve over the long term if Avis makes material
progress in reducing its corporate debt and leverage. Metrics that
could point toward upward rating action include EBIT/interest
sustained in the area of 2x and debt /EBITDA that approaches 3.5x.
An additional consideration in any upward movement in Avis' rating
will be the company's liquidity profile. Avis currently has a cash
position of approximately $600 million and an undrawn $1.5 billion
credit facility that matures in 2016. This affords the company
adequate liquidity. Nevertheless, over the long-term the company
will remain dependent on continued annual access to the ABS market
in order to fund its domestic fleet purchases and the bank market
to support the Avis Europe fleet.

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


AVIS BUDGET: S&P Assigns 'BB' Rating to $200MM Term Loan Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB' rating to Parsippany, N.J.-based car and truck renter Avis
Budget Car Rental LLC's (the primary operating subsidiary of Avis
Budget Group Inc.) $200 million add-on to its $700 million term
loan C.  The recovery rating is '1', indicating S&P's expectation
that lenders would receive very high (90%-100%) recovery in a
payment default scenario.

"Our ratings on Avis Budget (parent of the Avis and Budget car
rental brands and the Budget consumer truck rental brand) reflect
the company's "aggressive" financial profile, the price
competitive and cyclical nature of on-airport car rentals, and a
significant amount of secured assets.  The ratings also
incorporate the company's position as one of the largest global
car rental companies, the relatively stable cash flow the business
generates, and Standard & Poor's expectation that Avis Budget's
operating performance will continue to improve.  On Jan. 2, 2013,
Avis Budget announced that it had agreed to acquire car sharer
Zipcar Inc. for approximately $500 million, financed primarily
with debt.  Based on the incremental debt and synergies, we expect
the company's credit metrics to weaken only modestly," S&P said.

"The outlook is stable.  We expect Avis Budget's credit metrics to
improve from 2012 levels.  Over the next year, we expect EBITDA
interest coverage to increase to the low-4x area from 3.7x for the
12 months ended Sept. 30, 2012; funds from operations to debt to
be about 20% from 19%; and debt to EBITDA to decline to the mid-4x
area from 5.1x due to stronger revenues and cash flow offsetting
the incremental debt.  We could raise the ratings if benefits from
the integration of Avis Europe exceed our expectations and
continue into 2013 or operating performance in Europe is stronger
than expected, resulting in the adjusted EBIT margin improving to
greater than 15% over a sustained period.  We also believe a
downgrade is unlikely, but we could take such an action if
industry conditions weaken and integration benefits are not
realized, or economic conditions in Europe are weaker than
expected, causing the adjusted EBIT margin to decline to below 10%
and funds from operations to debt to fall below the mid-teens
percent area on a sustained basis," S&P added.

RATINGS LIST

Avis Budget Car Rental LLC
Corporate Credit Rating        B+/Stable/--

Ratings Unchanged

Avis Budget Car Rental LLC
$900 mil term loan C*          BB
  Recovery Rating               1

  * includes the $200 mil. add-on


BERNARD L. MADOFF: March 12 Hearing on Schneiderman Settlement
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC until last week was facing long odds at persuading
U.S. District Judge Jed Rakoff to stop New York Attorney General
Eric Schneiderman from completing a settlement where J. Ezra
Merkin and his feeder funds would pay $410 million.

According to the report, if the settlement goes through, most of
the money would go to investors in the feeder funds rather than
Madoff customers whose money was stolen.  Whether Mr. Schneiderman
should be permitted to take the money away from Madoff customers
will be argued in Judge Rakoff's courtroom on March 12.

Mr. Rochelle notes that the odds that Madoff trustee Irving Picard
would succeed in stopping Schneiderman improved last week when the
U.S. Court of Appeals in Manhattan decided another Madoff case
involving Senator Frank Lautenberg, a New Jersey Democrat.  The
appeals court's opinion could be interpreted to mean that Mr.
Picard has the right to stop a few customers from bringing
lawsuits against third parties and thereby depleting what the
trustee otherwise would recover for all customers.

The report notes that Mr. Picard gave Judge Rakoff his final set
of papers last week, saying that Mr. Merkin and his funds don't
have enough assets to pay both the $410 million settlement and the
$500 million the trustee is aiming to recover in his own lawsuits.

Mr. Picard says that the $410 million won't all go to Mr. Merkin's
investors.  Instead, much will go the Attorney General, a "Merkin
defense war chest," and the cost of administering a "complicated
claims process."  Whether the war chest for Mr. Merkin is minimal
or substantial is unclear because relevant portions of the court
papers are sealed.

By contrast, all of Mr. Picard's recoveries go to customers
because funds provided by the Securities Investor Protection
Corp. cover the expenses of the Madoff liquidation.

Mr. Merkin wasn't duped by Madoff.  According to Mr. Picard,
Mr. Merkin knew Madoff was operating a Ponzi scheme.  The basis
for Picard's allegations is unclear because relevant portions of
the trustee's brief are redacted.  As further grounds for stopping
the Mr. Schneiderman settlement, Mr. Picard said in his court
filing that the Attorney General admits the money he would recover
from Mr. Merkin was all stolen from Madoff customers.  Mr. Picard
says he is entitled to the first recovery of customers' stolen
money even if Mr. Schneiderman or Mr. Merkin's investors have
claims of their own against Merkin and the feeder funds.

Among other arguments, Mr. Schneiderman told Judge Rakoff in prior
filings there is no power in bankruptcy law to stop a state
attorney general's lawsuit enforcing police and regulatory powers.
He also says there is no property of the Madoff estate involved
and thus no automatic prohibition against the settlement of the
suit where the state attorney general is suing for violation of
the New York Martin Act.  In response, Mr. Picard said in his
papers last week there is no requirement that he obtain a judgment
before stopping third parties from suing Mr. Merkin.

The dispute with Schneiderman in district Court is Picard
v. Schneiderman, 12-cv-06733, U.S. District Court, Southern
District of New York (Manhattan).   The lawsuit with Schneiderman
in bankruptcy court is Picard v. Schneiderman, 12-01778, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Trustee Notches 2nd Victory in Circuit Court
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that investors in feeder funds don't have customer claims
against Bernard L. Madoff Investment Securities Inc., as the
result of a Feb. 22 opinion from the U.S. Circuit Court of Appeals
in Manhattan.

According to the report, the opinion marked the second victory in
the circuit court last week by Madoff trustee Irving Picard.  Two
days before, the appeals court permitted Picard to halt customers'
direct lawsuits against Madoff family members.   Upholding two
lower courts, the Feb. 22 opinion from the Second Circuit makes a
difference in how much feeder fund customers can recover from
being indirect victims of the Madoff Ponzi scheme.

According to the report, if the feeder fund investors had
customers claims in the Madoff liquidation, they would be entitled
to $500,000 for each claim from the Securities Investor Protection
Corp., to make up for any shortfall in recoveries by the trustee.
With claims just against the feeder funds, the investors don't
qualify for advances from SIPC and stand to recover only whatever
the feeder fund or their sponsors can pay.

In the 11-page opinion for the three-judge panel, Circuit Judge
Reena Raggi upheld an opinion from Jan. 4, 2012, by U.S. District
Judge Denise L. Cote who ruled in favor of the trustee.  Judge
Cote in turn was affirming a decision by the bankruptcy judge in
June 2011.  The appeal was argued in the circuit court on Jan. 25.

The report notes that it wasn't even a close question for Judge
Raggi. She began her analysis by saying that "customer" status
must be given a "narrow interpretation."  To rule in favor of the
feeder fund investors "would stretch the word 'customers' 'wholly
beyond the limits' of its understood meaning," she said.  Judge
Raggi pointed out how the investors gave over ownership of their
money to the feeder funds and had no right to direct how the money
was spent. The Madoff accounts were only in the name of the feeder
funds.

The feeder fund investors litigating the question included the
Trustees of Tufts College, Axa Private Management, National
Bank of Kuwait SAK, and Aozora Bank Ltd.

The appeal in the circuit court is Kruse v. Securities Investor
Protection Corp. (In re Bernard L. Madoff Investment Securities
LLC), 12-410, 2nd U.S. Circuit Court of Appeals (Manhattan).  The
appeal in district court regarding feeder fund customers was
Aozora Bank Ltd. v. Securities Investor Protection Corp. (In re
Bernard L. Madoff Investment Securities LLC), 11-06565, U.S.
District Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Judge to Rule on Bid to Stop Fairfield Suit
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. is near finding out whether he has succeeded in a
third attempt at halting lawsuits or settlements where customers
threaten to deplete assets of defendants accused of receiving
money stolen from Madoff customers.

The report recounts that Madoff trustee Irving Picard started a
lawsuit in bankruptcy court as the result of a settlement made
public in November where Walter Noel and other individuals
associated with Fairfield Greenwich Group agreed to pay more than
$50 million to investors in the funds they managed.  The Fairfield
Greenwich funds were among the largest investors in Madoff's
scheme.

According to the report, Mr. Picard hopes to stop the settlement
because it would aid only some of those Madoff defrauded. If Mr.
Picard makes a settlement or obtains judgments against Noel and
the other Fairfield Greenwich insiders, the money will go to all
Madoff customers.

The Fairfield Greenwich insiders and their investors prevailed on
U.S. District Judge Victor Marrero to take the suit away from
bankruptcy court. By last week, the last papers were filed on the
question of whether Mr. Picard is entitled to a preliminary
injunction halting the settlement.  The parties are awaiting a
decision by Judge Marrero.

To stop the suit, Mr. Picard is relying in part on the opinion
handed down last week by the U.S. Court of Appeals in Manhattan
halting a lawsuit by Madoff customer Senator Frank Lautenberg, a
New Jersey Democrat.  Mr. Picard also has a suit under mediation
in bankruptcy court where he attempting to stop a lawsuit by the
California Attorney General.

According to the report, Mr. Picard alleges in his suit that
Fairfield Greenwich investors are attempting an end-run around a
settlement he reached last year with the funds where they will
receive distributions on $270 million in approved claims.  If they
succeed in receiving the $50 million, they will take home more
than others who invested directly or indirectly in the Madoff
fraud.

The report notes that Mr. Picard contends that the settlement will
denude the Fairfield Greenwich fund managers of cash needed to
satisfy judgments or pay settlements in suits the trustee has
pending against them.

In district court the lawsuit to enjoin settlement is Picard v.
Fairfield Greenwich Ltd., 12-cv-09408, U.S. District Court,
Southern District of New York (Manhattan). The lawsuit to
enjoin the settlement in bankruptcy court is Picard v. Fairfield
Greenwich Ltd., 12-02047, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Investors Win Class Cert. in Feeder Fund Action
------------------------------------------------------------------
Helen Christophi of BankruptcyLaw360 reported that a New York
federal judge on Monday certified a class of institutional
investors who claim Fairfield Greenwich Group and others funneled
investor money into Bernard Madoff's Ponzi scheme, finding the
plaintiffs had adequately supported their claims.

The report said the U.S. District Judge Victor Marrero ruled the
plaintiffs had sufficiently alleged violations of federal
securities law, breach of contract and quasi contract claims
against FGG and its administrators Citco Group,
PricewaterhouseCoopers LLP and GlobeOp Financial Services LLC, but
excluded other class members.

                      About Bernard L. Madoff

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

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

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

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

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


BRUNDAGE-BONE: Appeals Court Flips Order Requiring $50K Payment
---------------------------------------------------------------
The Court of Appeals of Kansas reversed a federal district court
order directing Brundage-Bone Concrete Pumping, Inc., to make a
$50,000 cash payment to a creditor, Sanford R. Fyler.  The Kansas
Appeals Court said the alternative dispute resolution order of the
bankruptcy court directed that any settlement or judgment made on
a tort claim against Brundage-Bone will be in the form of an
allowed general unsecured claim.  The Kansas Appeals Court said
the order of a cash payment violates the mandatory alternative
dispute resolution procedures adopted by the Bankruptcy Court
overseeing the debtor's, and the district court had no
jurisdiction to order a cash payment.

Mr. Fyler sued Brundage-Bone in state court for injuries and
damages caused by its negligence in operating a concrete pumping
unit at a residential construction site accident in December 2008.
The parties participated in mediation where Brundage-Bone agreed
to pay Mr. Fyler $50,000.

The case is SANFORD R. FYLER, Appellee, v. BRUNDAGE-BONE CONCRETE
PUMPING, INC., Appellant, No. 107,763 (Kan. App. Ct.).  A copy of
the Court's Opinion filed Feb. 22, 2013, is available at
http://is.gd/3cq1F8from Leagle.com.

                       About Brundage-Bone

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping equipment in
the U.S.  As of the Petition Date, the Debtors operated a fleet of
in excess of 800 concrete pumps and related pumping equipment in
more than 20 states, primarily in the western, southwestern, and
southeast United States. Brundage-Bone and JLS also actively sell
concrete pumps, parts and service.  Approximately 52% of the
Brundage-Bone and JLS is owned by the founders, Jack Brundage and
Dale Bone, who are also guarantors of a substantial amount of the
Debtors' debt.

Brundage-Bone and JLS filed for Chapter 11 protection (Bankr. D.
Colo. Lead Case No. 10-10758) on Jan. 18, 2010.  Harvey Sender,
Esq., John B. Wasserman, Esq., David V. Wadsworth, Esq., and
Matthew T. Faga, Esq., at Sender & Wasserman, P.C., in Denver,
Colo., assist the Debtors in their restructuring efforts.  Willian
Snyder of CRG Partners Group, LLC, serves as Chief Turnaround
Officer of the Debtors.

Brundage-Bone disclosed $325,708,061 in assets and $230,277,103 in
liabilities as of the Petition Date.  JLS disclosed $4,046,706 in
assets and $739,166 in liabilities as of the Petition Date.

In May 2011, the Denver Business Journal reported that a
bankruptcy judge approved Brundage-Bone's plan of reorganization.
A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/Brundage-Bone.AmendedDS.pdf


BURLINGTON COAT: Moody's Lifts Rating on Secured Term Loan to B1
----------------------------------------------------------------
Moody's Investors Service upgraded Burlington Coat Factory
Warehouse Corp.'s senior secured term loan to B1 from B3. Moody's
also affirmed Burlington's senior unsecured notes rating at Caa1.
At the same time, Moody's moved Burlington's Corporate Family
Rating at B3, Probability of Default Rating at B3-PD, and
Speculative Grade Liquidity of SGL-3, to its indirect parent,
Burlington Holdings, LLC. The outlook remains stable. This rating
action concludes the review for upgrade initiated on the senior
secured term loan on February 14, 2013.

Consistent with Moody's Loss Given Default Methodology, the
upgrade of Burlington's senior secured term loan reflects the
increase in debt cushion in the capital structure as a result of
the issuance of $350 million in structurally subordinated
Burlington Holdings debt.

Moody's took the following rating actions for Burlington Coat
Factory Warehouse Corp.:

- Senior secured bank credit facility due 2017 upgraded to B1 (LGD
3, 32%) from B3 (LGD 3, 49%) on review for upgrade

- Senior secured notes due 2019 affirmed at Caa1 and LDG point
estimates changed to (LGD 5, 72% from 74%)

Moody's moved the following ratings to Burlington Holdings, LLC
from Burlington Coat Factory Warehouse Corp.:

- Corporate Family Rating at B3

- Probability of Default Rating at B3-PD

- Speculative Grade Liquidity rating at SGL-3

Moody's took the following rating actions for Burlington Holdings,
LLC:

- Senior unsecured PIK Toggle Notes due 2018 affirmed at Caa2 (LGD
6, 94%)

Ratings Rationale:

Burlington's B3 Corporate Family Rating reflects its high
financial leverage and aggressive financial policies that stem
from the 2006 acquisition of the company and sizeable dividend
payments to its owner, Bain Capital. The recent $336 million
dividend reduces the company's financial flexibility and follows a
$300 million dividend paid in March 2011. The two combined
dividends have more than fully returned the $445 million of equity
originally invested in the company at the time of the buyout. Pro
forma for the $350 million PIK toggle notes, Burlington's lease-
adjusted debt/EBITDA will increase to about 6.7 times for the
latest twelve months ended October 27, 2012, up from 6.0 times.
Moody's anticipates that Burlington's financial policy will
continue to favor its financial sponsor shareholder which
constrains the rating.

The rating acknowledges Burlington's competitive position. With
about $4.1 billion in revenues, Burlington is significantly
smaller than the off-price industry two largest competitors, TJX
and Ross Stores. In addition, its operating margin continues to
significantly lag these peers despite improvement. Positive
ratings consideration is given to the more resilient performance
of the off-price retail segment during the economic downturn and
Burlington's adequate liquidity.

The stable outlook reflects that Burlington's operating
performance will modestly improve over the next twelve to eighteen
months but credit metrics will remain weak. The stable outlook
also anticipates that Burlington will be able to maintain adequate
liquidity.

Ratings could be upgraded should sales and operating margins
improve such that debt to EBITDA will be sustained below 6.0 times
and EBITA to interest expense remains above 1.5 times. In
addition, an upgrade would require Burlington's financial policies
to be such that it demonstrates a willingness to maintain credit
metrics within these targets. An upgrade would also require
Burlington to maintain adequate liquidity including sufficient
cushion around its financial covenants.

Ratings could be downgraded if Burlington's liquidity weakens,
profitability deteriorates, or comparable store sales remain
negative. Specifically, ratings could be downgraded if EBITA to
interest expense approaches 1.0 time.

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

Burlington Coat Factory Warehouse Corp., headquartered in
Burlington, New Jersey, is a nationwide off-price apparel retailer
that operates about 500 stores in 44 states and Puerto Rico.
Annual revenues are approximately $4.1 billion. Burlington
Holdings, LLC is an indirect parent of Burlington. Both entities
are wholly owned by Bain Capital.


CAESARS ENTERTAINMENT: Incurs $469.7MM Net Loss in 4th Quarter
--------------------------------------------------------------
Caesars Entertainment Corporation reported a net loss attributable
to the Company of $469.7 million on $2.01 billion of net revenues
for the quarter ended Dec. 31, 2012, as compared with a net loss
attributable to the Company of $220.6 million on $2.10 billion of
net revenues for the same period during the prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
attributable to the Company of $1.49 billion on $8.58 billion of
net revenues, as compared with a net loss attributable to the
Company of $687.6 million on $8.57 billion of net revenues during
the prior year.

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

"The fourth quarter capped a year that was marked by significant
progress on our strategy to reinvigorate our core business, expand
our domestic distribution network, pursue growth online and
internationally and continue to improve the company's capital
structure," said Gary Loveman, chairman, chief executive officer
and president of Caesars Entertainment Corporation.  "In our core
business, we were encouraged by double-digit growth in customer
spend per trip in our Las Vegas Region, and an overall 6.2%
increase in that key metric.

"Finally, we have taken additional steps to further improve our
capital structure," he said.  "During 2012, we issued $2.75
billion of new CEOC senior secured notes.  And, in concert with a
new $1.5 billion CEOC senior secured notes offering earlier this
month, we received consent from our lenders for an amendment to
our credit facility that is expected to give us added flexibility
as we continue our efforts to drive equity value.  The proceeds
from this recent offering will be used to repay outstanding term
loans, a portion of which mature in 2015."

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

                        http://is.gd/NXEPUB

                    About Caesars Entertainment

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

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

                           *     *     *

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

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


CD INTERNATIONAL: Partners with MAPSA to Explore Iron Ore Mining
----------------------------------------------------------------
CD International Enterprises, Inc., said that its wholly owned
subsidiary, CDII Minerals, has entered into a framework agreement
with Minera MAPSA S.A., a Peruvian mining and exploration company,
to establish a joint venture to explore iron ore mining,
distribution and production facilities opportunities in Peru.  The
companies will hold a joint press conference to discuss their
plans on Feb. 28, 2013, at 10:00 AM at the Swissotel in Lima Peru.

Under the terms of the framework agreement the joint venture will
focus on the distribution and further exploration of MAPSA's
mining concessions in southern Peru as well as the further
distribution of iron ore from third party mining concessions.  The
two companies will each own 50% of the joint venture whereby
profits derived through these efforts in Peru will be shared.  In
addition, the joint venture will seek to partner with other
entities to secure financing for its operations and to construct a
Pig Iron processing plant with an expected annual capacity of
500,000 metric tons near MAPSA's Sama mining concession in Peru.
CD International has entered into early stage talks with potential
investment partners in China for these opportunities.

Commenting on the announcement, Mr. Ross Friedman, Vice President
of CDII Minerals, stated, "We are excited to partner with MAPSA in
Peru to help them distribute iron ore and further explore the
potential of their mining concessions in Peru.  As CDII Minerals
continues to build momentum in Latin America, this joint venture
gives CD International the ability to leverage on its
relationships and expertise in China to potentially expand into
pig iron processing.  With large Chinese steel companies and other
industrial businesses looking to build a footprint in Latin
America, our companies are well positioned to capitalize on this
unique opportunity.  We intend to work quickly to build a strong
mineral distribution business with MAPSA and exploit every aspect
of these potentially lucrative opportunities as we continue to
expand our efforts in Latin America."

Parties interested in obtaining more information about the press
conference should contact Mr. Ross Friedman, Vice President of
CDII Minerals in Peru at 51998389882 or email at
ross.friedman@cdiiminerals.com.

                        About CD International

CD International Enterprises, Inc. -- http://www.cdii.net/-- is a
U.S. based company that produces, sources, and distributes
industrial commodities in China and the Americas and provides
business and financial corporate consulting services.
Headquartered in Deerfield Beach, Florida with corporate offices
in Shanghai, CD International's unique infrastructure provides a
platform to expand business opportunities globally while
effectively and efficiently accessing the U.S. capital markets.


CENGAGE LEARNING: In Talks With Alvarez & Marsal for Options
------------------------------------------------------------
The Wall Street Journal's Mike Spector and Emily Glazer report
that people familiar with the situation said textbook publisher
Cengage Learning Inc. in recent weeks has held discussions with
turnaround firm Alvarez & Marsal Holdings LLC.  The Stamford,
Conn., publisher, formerly Thomson Learning, could soon hire
Alvarez & Marsal, though no decision has been made, the people
said.

WSJ's sources also said Cengage and its owner, Apax Partners Ltd.,
have been fielding calls from other turnaround experts and
restructuring advisers at investment banks.  No restructuring
appears imminent as the company weighs options for addressing its
finances, they said.

According to WSJ, Cengage doesn't face immediate financial
problems.  Cengage's finance chief told investors this month that
the company expected to have enough cash to keep operating for the
next year, though it might need to tap a credit line.

However, WSJ relates several challenges could emerge over the next
couple of years.  Analysts have expressed concern about a coming
audit, and more than $2 billion in debt payments could come due
under certain circumstances.  Cengage told investors that it
expected to get a clean bill of health from the auditors.

WSJ notes the company took on more than $5 billion in debt when
Apax and other investors bought the publisher in a 2007 leveraged
buyout.  WSJ recounts Apax and other investors bought Cengage for
more than $7 billion at the top of the market in 2007.  According
to WSJ, people familiar with the matter said Apax in recent weeks
purchased hundreds of millions of dollars of Cengage's debt with
an eye toward influencing a possible restructuring.  Other
investment firms also have bought Cengage debt, including Avenue
Capital Group LLC and Apollo Global Management LLC, people
familiar with the matter said.  Apollo agreed in November to buy
McGraw-Hill Cos.' education unit for $2.5 billion.

Cengage has an elevated default risk, said John Puchalla, a media
analyst at Moody's Investors Service, WSJ reports.  Heavy debt and
poor earnings limit the company's ability to invest in digital
textbooks to compete with Pearson PLC and McGraw-Hill, he said.


CENTRAL EUROPEAN: Copies of Tender Offer Statement & Memorandum
---------------------------------------------------------------
Central European Distribution Corporation and its subsidiary CEDC
Finance Corporation International, Inc., have launched exchange
offers to holders of their outstanding Convertible Senior Notes
due 2013 and Senior Secured Notes due 2016.

In connection with the Exchange Offers, CEDC has filed with
Securities and Exchange Commission a Tender Offer Statement on
Schedule TO, together with the Offering Memorandum and related
Letters of Transmittal that are exhibits to the Tender Offer
Statement on Schedule TO, with the Securities and Exchange
Commission.  Copies of the documents are available for free at:

                        http://is.gd/WOeOnw
                        http://is.gd/3dLXlU

In a separate filing with the SEC, CEDC disclosed that the
Offering Memorandum contains the following information which has
not been previously disclosed:

"Q4 2012 Trading Update

Set forth below is a discussion of trading in the fourth quarter
of 2012 based on unaudited operating data.

The fourth quarter of 2012 saw a continued improvement in
underlying CEDC operations with volumes down 1% compared to the
same period in 2011 (including the effect of significant December
distributor inventory destocking compared to the fourth quarter of
2011), a moderate increase in revenue compared to the fourth
quarter of 2011 and consumer volume offtake greater than the
fourth quarter of 2011.  In Russia and Poland, core brands (such
as Parliament) showed volume growth in the fourth quarter 2012
compared to the same period in 2011, in line with our strategy of
investing in our most important high margin brands.  The 1%
decline in shipments versus last year was primarily due to a
decline in low margin economy vodka brands in Russia.

Our Russian vodka market share showed only a small decrease
despite large price increases and significant reductions in
discounts, and increased operating profitability.  In Poland, our
vodka market share was largely stable, and our operating profits
increased in the fourth quarter of 2012 compared to the same
period in 2011.  Our wine business in Russia declined due to Moet
and Mondoro contract losses - excluding the effect of these
contract losses, our underlying sales volumes would have
increased, and our Bravo alcoholic cocktail business showed sales
volume and consumer offtake growth across all of its four biggest
brands in the fourth quarter of 2012 compared to the same period
in 2011.

Our fourth quarter 2012 underlying operating profitability
increased compared to the fourth quarter of 2011 reflecting
relatively stable volumes, improved prices and mix, a reduction in
discounts, and a reduction in general overhead costs compared to
the fourth quarter of 2011.

We expect that net profit in the fourth quarter of 2012 will be
significantly impacted by a large write down in goodwill relating
to the Whitehall subsidiaries, Russian Alcohol, and our Polish
operations associated with the latest assessment of future
projections.  This writedown is expected to be in excess of $400
million and could be significantly higher.  Further, a number of
additional items such as fixed asset write-downs in Russia will
impact our net profit for the fourth quarter of 2012.

Available Cash and Liquidity; Maturity Payment for Existing 2013
Notes due March 15, 2013

Our Existing 2013 Notes are due and payable on March 15, 2013.
The outstanding principal amount under the Existing 2013 Notes is
$257.9 million.  As of February 13, 2013, we had $59.0 million
available cash on hand, and approximately $17.7 million available
under our credit facilities (including overdraft facilities, of
which $9.9 million will terminate by March 7, 2013).  We also have
an interest installment due on our Existing 2016 Notes on June 1,
2013 equal to $43.5 million.  Our current cash on hand, estimated
cash from operations and available credit facilities will not be
sufficient to make the repayment on the Existing 2013 Notes.  As a
result, the Company is conducting the Restructuring Transaction
contemplated by this Offering Memorandum and Disclosure
Statement."

                            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.

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

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


CLASSICSTAR LLC: Romanowskis Not Entitled to Tax Deductions
-----------------------------------------------------------
In ROMANOWSKI v. COMMISSIONER OF INTERNAL REVENUE, the
Commissioner determined deficiencies in William T. Romanowski and
Julie I. Romanowski's Federal income tax of $1,305,230, $830,302,
$649,676, $808,297, $262,418, $742,051, and $154,762 for tax years
1998, 1999, 2000, 2001, 2002, 2003, and 2004, respectively, as a
result of disallowed deductions for expenses the Romanowskis
incurred in a horse-breeding operation, ClassicStar, during 2003
and 2004, and disallowed net operating losses (NOLs) carried back
to years 1998, 1999, 2000, 2001, and 2002.  ClassicStar filed for
Chapter 11 on Sept. 14, 2007.  The Commissioner also determined
accuracy-related penalties under Section 6662(a)2 of the Internal
Revenue Code of $261,046, $166,060, $129,935, $161,659, $52,484,
$148,410, and $30,952 for 1998, 1999, 2000, 2001, 2002, 2003, and
2004, respectively.

The issues before Joseph Robert Goeke of the United States Tax
Court for decision are whether the Romanowskis are entitled to tax
deductions for various horse-breeding expenses; and whether they
are liable for the accuracy-related penalties.

According to Judge Goeke, the Romanowskis are not entitled to
deductions for their horse-breeding expenses incurred through
their participation in the ClassicStar breeding program. He
further held that the Romanowskis are not liable for accuracy-
related penalties under Section 6662.

A "[d]ecision will be entered for respondent as to the
deficiencies and for petitioners as to the penalties," Judge Goeke
ruled.

The case is WILLIAM T. ROMANOWSKI AND JULIE I. ROMANOWSKI,
Petitioners, v. COMMISSIONER OF INTERNAL REVENUE, Respondent,
Docket No. 15562-10.

Emily J. Kingston, Esq. -- ekingston@sideman.com -- and Steven M.
Katz, Esq. -- smkatz7@verizon.net -- represent William T.
Romanowski and Julie I. Romanowski.

Kaelyn J. Romey, Esq. -- kaelyn.j.romey@irscounsel.treas.gov ?
represent the Commissioner of Internal Revenue.

A copy of the Tax Court's February 20, 2013 Memorandum of Findings
Fact and Opinion is available at http://is.gd/sFNderfrom
Leagle.com.

                     About ClassicStar LLC

Headquartered in Lexington, Kentucky, ClassicStar LLC operated as
a thoroughbred horse breeder.  The Company also leased horses and
rents out the reproductive systems of select thoroughbred mares.

The Company filed for Chapter 11 protection (Bankr. E.D. Ky. Case
No.07-51786) on Sept. 14, 2007.  Attorneys at Henry Watz Gardner
Sellars & Gardner, PLLC, represented the Debtor while attorneys at
Stites & Harbison, PLLC, represented the Creditors Committee.

In its petition, the Debtor said assets totaled $227 million,
comprised of account receivable from National Equine Lending
Corp., and debts of $72.7 million.

On April 14, 2008, the Court converted the case to a Chapter 7
liquidation, at the behest of the U.S. Trustee.  James D. Lyon was
appointed to serve as Chapter 7 Trustee.


COLONIAL BANK: FDIC Resumes Battle With Auditors Over Failure
-------------------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports the Federal
Deposit Insurance Corp. is defending its bid to recover $1 billion
from a pair of auditors---PricewaterhouseCoopers LLP and Crowe
Horwath LLP---for failing to catch the massive fraud that brought
down Colonial Bank.

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COMMERCIAL BARGE: Moody's Rates New US$650MM Term Loan B 'B3'
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and B2-
PD Probability of Default ratings assigned to Commercial Barge
Line Company.

Moody's assigned a B3 rating to the new $650 million term loan B
credit facility due in 2020 that CBLC will arrange to fund the
comprehensive debt refinancing that CBLC and ACL I Corporation.

Moody's also affirmed and will withdraw the B2 rating assigned to
the company's $200 million of second lien senior secured notes due
July 2017 and the Caa1 rating assigned to the $250 million
original face amount of Senior PIK Toggle Notes due February 2016
of ACL I Corporation. Both of these obligations will be paid off
at par plus accrued interest and any required premiums. Moody's
also affirmed the SGL-3 Speculative Grade Liquidity rating and
will withdraw this rating if the company ceases to publicly file
its financial statements. The outlook is stable.

Assignments:

Issuer: Commercial Barge Line Company

Senior Secured Bank Credit Facility, Assigned B3, LGD4, 69%

Affirmations:

Issuer: ACL I Corporation

Senior Unsecured Regular Bond/Debenture Feb 15, 2016, Affirmed
Caa1

Issuer: Commercial Barge Line Company

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Senior Secured Regular Bond/Debenture Jul 15, 2017, Affirmed B2

LGD Assessments:

Issuer: ACL I Corporation

Senior Unsecured Regular Bond/Debenture Feb 15, 2016, changed to
LGD5, 88% from LGD5, 87%

Issuer: Commercial Barge Line Company

Senior Secured Regular Bond/Debenture Jul 15, 2017, changed to
LGD4, 52% from LGD4, 51%

Ratings Rationale:

The affirmation of the Corporate Family rating considers the
improvements in CBLC's competitive position and cost structure
that the company has realized over the past 18 months. CBLC
assembled a new senior management team, with significant tenure in
the inland river freight industry. The company invested to reduce
the age and improve the efficiency of its barge and boat fleets,
reduced the primary scope of its river freight transportation
system to improve fleet utilization, right-sized staffing levels,
improved processes and strengthened maintenance programs to
improve profitability, cash flow generation and return on invested
capital. Importantly, the company has expanded its liquid tank
barge business to garner a larger share of this more stable,
higher margin river freight segment. New long-term contracts with
major oil companies are a focal point of this element of the
company's strategy. The fleet investment drove large negative free
cash flow in 2012. The refinancing will result in an about $200
million increase in funded debt because of a dividend to the
sponsor, taking book equity to negative territory. However,
Moody's believes that the re-making of the operations provides the
company a step-function increase in run-rate EBITDA that will
mitigate the increase in Debt to EBITDA that the planned
refinancing would otherwise pose.

The B2 Corporate Family rating reflects Moody's expectation that
CBLC should generate modestly positive free cash flow in 2013 and
2014 because of lower capital investment, the more efficient cost
structure and benefits of the expansion of its liquid business.
Credit metrics should strengthen within the B2 rating category
during this period, but less so if the low water conditions of
2012 recur. Adequate liquidity, with ample availability on the
unrated revolving credit facility due in 2015 and no near term
debt maturities supports the rating. The ratings also consider the
flexibility management has to reduce operating costs and capital
expenditures should lower than anticipated demand for its services
or barges materialize.

The revolver requires compliance with a First Lien Leverage Ratio
of no more than 4.25 times and a Fixed Charge Coverage Ratio of no
less than 1.1 times, only when availability falls below $69.125
million under the upsized facility. The new term loan B will have
no financial maintenance covenants, but will require compliance
with a senior unsecured debt incurrence test based on Consolidated
Total Leverage of no more than 5.5 times. The credit agreement
will include a cash sweep set at 50% of Excess Cash Flow and will
prevent payment of dividends.

The stable outlook reflects Moody's belief that industry
fundamentals will support utilization rates and freight rates
through 2014 that allow CBLC to generate positive free cash flow
during this period. The outlook also reflects Moody's expectation
that credit metrics will remain reflective of at least the B2
rating category. The inability to pay future dividends alleviates
financial policy as a driver of higher leverage. A negative rating
action could follow if demand and freight rates trail
expectations, leading to EBIT margin below 5%, Debt to EBITDA
sustained above 5.5 times, Funds from Operations ("FFO") +
Interest to Interest at about 2.0 times, Retained Cash Flow to Net
Debt below 11% and or sustained negative free cash flow
generation. Event risk associated with a large debt-funded
acquisition will be limited since the credit agreement will
contain an incurrence test for Permitted Acquisitions that of a
Consolidated Total Leverage Ratio of no more than 4.75 times. A
positive rating action could follow if the company sustains
positive free cash flow, Debt to EBITDA that approaches 4.0 times,
FFO + Interest to Interest above 3.5 times or Retained Cash Flow
to Net Debt that approaches 17.5%.

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

Commercial Barge Line Company, headquartered in Jeffersonville,
Indiana, is the sole first tier subsidiary of American Commercial
Lines, Inc. also headquartered in Jeffersonville, Indiana. ACL is
one of the largest integrated marine transportation and services
companies in the United States, providing barge transportation and
related services, and construction of barges, towboats and other
vessels.

ACL I Corporation, headquartered in Beverly Hills, California, is
the direct parent of ACL and is ultimately controlled by certain
private investment funds controlled by Platinum Equity Partners.


COMMERCIAL BARGE: S&P Lowers CCR to 'B-' & Rates $650MM Loan 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Commercial Barge Line Co. (CBL) to
'B-' from 'B'.  S&P also lowered its long-term corporate credit
rating on parent company American Commercial Lines Inc. (ACL) to
'B-' from 'B'.  The outlook on both companies is stable.  At the
same time, S&P assigned a 'B-' issue rating to CBL's proposed
$650 million senior secured term loan with a recovery rating of
'4', indicating S&P's expectations that lenders would receive an
average (30%-50%) recovery in the event of a payment default.

CBL will be using about $207 million out of the proceeds from its
proposed $650 million senior secured term loan to pay its owners,
affiliates of Platinum Equity, a debt-financed dividend.  CBL will
use balance of the proceeds from the debt issuance to pay off a
$250 million 11.375% Holdco payment-in-kind (PIK) note and for the
subsequent retirement of $200 million 12.5% senior notes, and for
transaction fees and expenses.  Concurrent with this refinancing,
CBL is also upsizing its revolver (not rated) to $550 million from
$475 million.

"We believe the debt-financed dividend will further weaken CBL's
already highly leveraged financial profile while a drought that
began last year is hurting earnings," said Standard & Poor's
credit analyst Funmi Afonja.  The impact of the drought could
linger through the first half of 2013.  S&P's downgrade considers
CBL's cash interest payments will increase because the off-
balance-sheet PIK notes (currently reported in ACL I Corp.) will
be refinanced with debt on CBL's balance sheet, albeit at a lower
rate than the PIK notes.  Pro forma for this refinancing, S&P
expects debt to EBITDA (adjusted for operating leases) of about 6x
and funds from operations (FFO) to total debt in the 10% area.
This compares with debt to EBITDA of 3.2x and FFO to debt of 23.2%
for the 12 months ended Sept. 30, 2012.

"We view CBL's financial policies as very aggressive as this
latest dividend follows a $242 million distribution to the owners
in February 2011 to replace a portion of their initial equity
contribution when they acquired ACL in December 2010.  The
February 2011 distribution was funded through a $250 million
11.375% Holdco PIK note issued by ACL I Corp., a parent to ACL.
Our analysis has always included consideration of the PIK notes
and their accrued interest.  On Dec. 21, 2010, ACL closed on its
merger agreement with an affiliate of Platinum Equity, under which
Platinum acquired ACL for or a total of about $837 million,
including assumption of debt and acquisition costs.  The owners
used a $419 million contribution to fund the acquisition.  Pro
forma for the proposed $207 million dividend and the February 2011
$242 million distribution, the owners will have taken out
approximately $30 million more than they have contributed to the
company upon its acquisition," S&P noted.

The ratings on CBL reflect the company's highly leveraged
financial risk profile, very aggressive financial policies, and
participation in the highly competitive and capital-intensive
barge shipping industry.  The ratings also reflect that demand for
CBL's services can change because of economic weakness, seasonal
changes in export volumes, and weather-related disruptions to
operations.  Positive credit factors include the company's
substantial market position in the U.S. domestic inland barge dry
cargo industry, with some diversification from its liquid barge
transportation and manufacturing segments.  The company benefits
from competitive barriers to entry under the Jones Act, which
requires that vessels carrying shipments between U.S. ports must
be built and registered in the U.S. and have all-U.S.-citizen
crews.  These requirements prevent direct competition from
foreign-flagged vessels.  CBL operates a fleet of Jones Act-
qualified vessels. Standard & Poor's categorizes CBL's business
risk profile as "fair," financial risk profile as "highly
leveraged," and liquidity as "adequate" (as S&P's criteria define
the terms).

The outlook is stable, reflecting S&P's belief that CBL's
financial profile will improve gradually over the next two years
as it benefits from improved cargo mix, higher volumes, and
resulting earnings growth, as well as lower capital spending.
S&P's stable outlook takes into account potential modest near-term
deterioration in the company's financial profile due to
incremental debt the company will incur to support its fleet
replacement and the lingering effects of the drought on revenues
and earnings.  S&P could lower the ratings if the company makes
another material debt-financed dividend or if economic pressures
or weather-related disruptions to operations caused CBL's earnings
to decline, resulting in S&P revising its liquidity assessment to
less than adequate or weak, or debt to EBITDA approaching 10x.
S&P could raise the ratings if continued gradual economic recovery
caused FFO to debt to reach the mid-teen percent area for a
sustained period.


COMMUNITY FINANCIAL: M. Burd Holds 5% Equity Stake at Dec. 21
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Michael S. Burd disclosed that, as of Dec. 21, 2012,
he beneficially owns 300,000 shares of common stock of Community
Financial Shares, Inc., representing 5.12% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/Qyzitk

                     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.


DAVID OHANNESON: District Court to Hear Dispute With Heller, Smead
------------------------------------------------------------------
District Judge Edward J. Davila in San Jose, California, withdrew
the reference to the bankruptcy court of the lawsuit, HELLER SMALL
BUSINESS LENDING CORP., Plaintiff(s), v. MICHAEL SMEAD, et. al.,
Defendant(s), Case No. 5:12-cv-04068 EJD (N.D. Cal.).

The action began in state court and was removed to federal court
after one of the defendants filed for bankruptcy.  Michael Smead,
Susan Smead, and South Valley Auto Repair moved to withdraw the
automatic bankruptcy reference.  One of the defendants, David Gary
O'Hanneson, the debtor in the underlying bankruptcy case, filed
written opposition to the motion.

The Smeads and Mr. O'Hanneson own real property located on Angela
Street in San Jose as tenants in common.  The primary tenant on
the property is SVAP, which is also owned by the Smeads.

In October 2000, Heller Small Business Lending Corporation agreed
to make a loan to the Smeads and Mr. O'Hanneson pursuant to a
written agreement.  In exchange, the Smeads and Mr. O'Hanneson
provided Heller with a Promissory Note in favor of Heller in the
amount of $3,224,000, which was secured by a first-position Deed
of Trust recorded against the Angela Street property.  SVAP also
guaranteed the loan.  Thereafter, the Smeads and Mr. O'Hanneson
obtained another loan secured by a second-position Deed of Trust
on the Angela Street property for $1,000,000.

Under the terms of a partnership agreement between himself and the
Smeads, Mr. O'Hanneson was responsible for collecting rent
payments from SVAP and the 10 other tenants of the Angela Street
property as well as for making payments on both loans.  According
to the Smeads, however, they discovered in or about February 2011,
that Mr. O'Hanneson had not made payments on the Heller loan for
the prior 12-month period, although he had been collecting rents
from the tenants.  Heller recorded a Notice of Default due to the
non-payment on Aug. 2, 2011.

These circumstances led to a web of litigation between the
parties.  On Aug. 10, 2011, Heller filed a complaint in state
court against the Smeads, Mr. O'Hanneson, and SVAP for judicial
foreclosure, appointment of receiver, specific performance and
breach of guaranty.  The Smeads and SVAP then filed a cross-
complaint against Mr. O'Hanneson for breach of contract, breach of
fiduciary duty, breach of the duty of good faith and fair dealing,
fraud and deceit, fraudulent misrepresentation, conversion,
professional negligence, unjust enrichment, and dissolution of
partnership and accounting.

For his part, Mr. O'Hanneson cross-complained against the Smeads
and SVAP for similar causes of action: breach of contract, breach
of fiduciary duty, breach of the duty of good faith and fair
dealing, fraudulent misrepresentation, promissory estoppel,
negligence, conversion, unjust enrichment, and quantum meruit.  He
also filed a bankruptcy petition under Chapter 11 on May 1, 2012,
and removed the entirety of the state court action, including all
cross-claims, to the Bankruptcy Court on July 16, 2012.

According to Judge Davila, there are "core" claims intertwined
with "non-core" claims, some of which are subject to a jury trial.
And a portion of these claims, if not a majority of them, cannot
be finally resolved by the Bankruptcy Court. It is therefore
inevitable that, at some point, the reference will need to be
withdrawn.

Judge Davila scheduled a Case Management Conference on April 26,
2013, at 10:00 a.m.  The parties are directed to file Joint Case
Management Statement on or before April 19, 2013.

A copy of the Court's Feb. 21, 2013 Order is available at
http://is.gd/x5JORofrom Leagle.com.

David Gary O'Hanneson filed for Chapter 11 bankruptcy (Bankr. N.D.
Cal. Case No. 12-53343) on May 1, 2012.


DC DEVELOPMENT: Court OKs Sale of Remaining BB&T Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
D.C. Development, LLC, et al., to (i) sell substantially all of
their assets on which Branch Banking and Trust Company holds a
first priority lien outside ordinary course of business, to
National Land Partners, LLC, a Delaware limited liability company
or its designee pursuant to that certain Agreement for Sale and
Purchase, dated Nov. 30, 2012; (ii) assume and assign certain
executory contracts and unexpired leases.

The Debtors noted that the assets for sale were excluded in the
successful bid at the resort auction.  As reported in the TCR on
Dec. 11, 2012, the bankruptcy judge in Greenbelt, Maryland,
approved the sale of the Wisp resort to EPT Ski Properties, a unit
of EPR Properties, for $23.5 million.  The judge also approved the
sale of a golf course and other land to National Land Partners for
$6.1 million.

At closing, the Debtors are authorized and directed to disburse
the proceeds as:

   a) to pay closing fees, expenses and taxes that must be paid by
      the Debtors under the agreement in connection with the
      closing;

   b) to pay Yumkas, Vidmar & Sweeney, LLC, as a Section 506(c)
      surcharge, an amount equal to its actual, reasonable fees
      and expenses relating to the transaction subsequent to Oct.
      24, 2012, not to exceed $45,000;

   c) to pay to SSG Capital Advisors, LLC, the Court-approved
      investment banker, an amount equal to $6,098 for direct
      advertising costs relating to the transaction;

   d) to pay to YVS to hold in escrow an amount equal to $122,000
      with respect to the SSG Sales Fee for the transaction, to be
      disbursed to SSG upon proper notice to BB&T and other
      required parties, and approval by the Court of SSG's final
      application for compensation; and

   e) to pay any and all remaining proceeds to BB&T.

                     About Wisp Resort et al.

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

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

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

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


DEWEY & LEBOEUF: Plan Confirmation Hearing Begins Today
-------------------------------------------------------
Sara Randazzo, writing for The Am Law Daily, reports that the
bankruptcy advisers of defunct law firm Dewey & LeBoeuf are poised
to clear a critical hurdle on the firm's plan of liquidation.
Bankruptcy Judge Martin Glenn is slated to hear arguments today,
Feb. 27, to consider confirmation of the plan.  A copy of the Am
Law Daily article is available at http://is.gd/wmvPPE

Am Law Daily notes that, if the the Plan is approved, most of the
estate's current advisers will step aside and be replaced by two
committees, one organized to manage recoveries on behalf of the
firm's secured lenders and the other to maximize the firm's
remaining assets for distribution to unsecured creditors. The
secured lenders will turn to FTI Consulting, which has been
selected to serve as trustee of that committee, with Thomas Maher
providing oversight.

Am Law Daily also relates Alan Jacobs, who runs an advisory shop
in Woodmere, New York, has been tapped to serve as the estate's
liquidation trustee to bring in money for the unsecured creditors.
Three lawyers will serve as Mr. Jacobs's oversight committee:
Brown Rudnick partner Edward Weisfelner, who is currently lead
counsel for Dewey's unsecured creditors committee; Mark Manski,
who left the partnership of Greenberg Traurig in Boston earlier
this month to start his own financial restructuring firm; and
Nathan Read, an attorney at AEGON USA Investment Management.

According to Am Law Daily, Mr. Weisfelner said Monday the
oversight committee will function like a board of directors,
getting paid a flat rate of something less than $25,000 per year
for their service. Former Dewey partners Janis Meyer and Stephen
Horvath, who have been working on the Dewey bankruptcy since the
firm went under, may also continue to be called upon, though court
filings say the terms of their service have not been solidified.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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


DOGWOOD PROPERTIES: Hearing on Bid to Use Cash Collateral Today
---------------------------------------------------------------
The bankruptcy judge will convene a hearing today Feb. 27, at
10:00 a.m. to consider Dogwood Properties, G.P.'s emergency
motions to use cash collateral of nine secured lenders who are
owed a total of $14.5 million:

    * Independent Bank, owed on account of promissory notes in the
      original principal amounts of $2.1 million and $1.49
      million, secured by deeds of trust and assignment of rents
      in 22 single-family rental homes in Shelby and DeSoto
      counties;

    * Orion Federal Credit Union, owed $4.22 million secured by
      41 rental homes;

    * Commercial Bank and Trust, owed $1.29 million, secured by
      seven rental homes;

    * Paragon Bank, owed $1.059 million, secured by six rental
      homes;

    * Renasant Bank, owed $1.29 million secured by four rental
      homes;

    * RREF RB Acquisitions, LLC, doing business as Rialto Capital,
      owed $1.43 million on several promissory notes secured by
      15 rental homes;

    * Merchants & Farmers Bank, owed $1.29 million secured by
      8 rental-homes;

    * Sycamore Bank, owed $457,000 secured by 3 rental homes; and

    * Magna Bank, owed $394,000 secured by two rental homes.

As adequate protection for any diminution in value of their
interests, the Debtor proposes that secured creditors will each
receive replacement liens and monthly payments of property tax
escrows beginning March 15.

The Debtor said it needs to use cash collateral pay the ordinary
expenses incurred in ordinary course of business.  The Debtor's
ability to maintain business relationships with, among others, its
tenants, vendors and employees, is essential to the Debtor's
reorganization and the value of its business.

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DOGWOOD PROPERTIES: Proposes Gotten Wilson as Ch. 11 Counsel
------------------------------------------------------------
Dogwood Properties, G.P., seeks approval to employ the firm of
Gotten, Wilson, Savory & Beard, PLLC, particularly Russell W.
Savory, as Chapter 11 counsel.

Certain attorneys and other personnel within the firm will provide
representation at their standard hourly rates, subject to
condition that the total cost of legal services and expenses for
Debtor's Bankruptcy Counsel will not exceed $64,000, exclusive of
appraisal fees.  Mr. Savory's hourly rate for legal services is
$275.00

GWSB represents no interest adverse to the Debtor as Debtor in
possession or the estate in the matters upon which it is to be
engaged for the debtor in possession and its employment would be
in the best interest of this estate.

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DOGWOOD PROPERTIES: Hiring Graham Cox as Associated Counsel
-----------------------------------------------------------
Dogwood Properties, G.P., seeks approval to employ as associated
counsel Graham Cox, a lawyer and Certified public accountant in
the states of Tennessee and Georgia.

Mr. Cox will, among other things, give the Debtor legal advice
with respect to its powers and duties as debtor in possession in
the continued management of its property, including, without
limitation, to advise and to consult with the Debtor concerning
questions arising in the administration of the estate and its
rights and remedies with regard to the estate's assets and the
claims of secured and unsecured creditors, and the parties in
interest.

Certain attorneys and other personnel within the firm will provide
representation at their standard hourly rates, subject to
condition that the total cost of legal services and expenses for
Debtor's Bankruptcy Counsel will not exceed $64,000, exclusive of
appraisal fees.  Mr. Cox's hourly rate for legal services is $200.

The Debtor says that Mr. Cox represents no interest adverse to the
Debtor as Debtor in possession or the estate in the matters upon
which he is to be engaged for the debtor in possession and his
employment would be in the best interest of this estate.

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DYNEGY HOLDING: Operating Debtors' Plan Hearing on March 12
-----------------------------------------------------------
The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on March 12,
2013, at 1 p.m., to consider the confirmation of the Plan of
Liquidation of operating debtors Dynegy Northeast Generation,
Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C.  Objections,
if any, are due 5 p.m. on March 1.

Approval of the adequacy of the Disclosure Statement paved wave
for Dynegy Holdings LLC's operating subsidiaries to begin
solicitation of votes on the Plan.  Ballots accepting or rejecting
the Plan are due March 1, and be delivered to the Debtors'
solicitation agent, Epiq Bankruptcy Solutions, LLC:

  via first class mail:

         Dynegy Operating Debtors Ballot Processing
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5014
         New York, NY 10150-5014

  via hand delivery or overnight courier:

         Dynegy Operating Debtors Ballot Processing
         Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, NY 10017

The Operating Debtors have received approval to sell substantially
all of their assets to (i) LDH U.S. Asset Holdings LLC with
respect to the Roseton power generation facility, and (ii) ICS NY
Holdings, LLC with respect to the Danskammer power generation
facility.

According to the Disclosure Statement explaining the Plan of
Liquidation dated Jan. 23, 2013, the sources for plan
distributions generally consist of: (i) cash consideration that
will be received from the buyers in connection with the sale
transactions; (ii) the Operating Debtors' cash resources and other
net working capital; and (iii) other sources of cash that may be
available to certain of the Operating Debtors' estates.

Under the Plan, holders of priority claims (Class 1) and secured
claims (Class 2) will recover 100% on account of their claims.
General unsecured creditors (Class 3) are expected to receive 11%
to 19%.  Holders of convenience claims (Class 4) are expected to
recover 66% to 99% on account of their claims.  Holders of general
unsecured claims of lease trustee U.S. Bank National Association,
allowed in the amount of $455,000 against Dynegy Roseton and $85.3
million against Dynegy Danskammer (Class 5) will receive their pro
rata share of remaining funds after payment of other claims
(estimated recovery unknown).  Holders of equity interests in DNE
(Class 6) won't receive anything.

The Debtors note that holders of general unsecured claims or
convenience claims are receiving a distribution as a result of an
agreement with the DIP lender and other key parties.  The Debtors
believe that if the Plan is not confirmed, holders of general
unsecured claims and convenience claims will receive no
distribution on account of their claims.

A copy of the Operating Debtors' Disclosure Statement is available
for free at

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

                          About Dynegy

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

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

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

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

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

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

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


EASTMAN KODAK: Deloitte Gets Nod to Provide Additional Services
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Deloitte Consulting LLP to provide additional services
to Eastman Kodak Co.

The services to be provided by the firm include actuarial support
related to the preparation of components of Kodak's 2013 SEC proxy
disclosure, and medical rate consultation services for the 2014
plan year.

Deloitte will be paid for the actuarial support services on an
hourly basis at these rates:

    Personnel                   Hourly Rates
    ---------                   ------------
    Principal/Director             $435
    Senior Manager                 $345
    Manager                        $300
    Staff                          $175

Meanwhile, payment for the firm's medical rate consultation
services is primarily on a fixed-fee basis.

Deloitte will also provide actuarial valuation and other
consulting support services related to the potential divestiture
of Kodak's Document Imaging and Personal Imaging business units.
The firm will be paid at these rates:

    Personnel                   Hourly Rates
    ---------                   ------------
    Principal/Director             $525
    Senior Manager                 $415
    Manager                        $370
    Senior Staff                   $285
    Staff                          $200

                        About Eastman Kodak

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

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

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

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

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

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

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

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

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.  It expects to file
a Chapter 11 plan by the end of May.


EDISON MISSION: Committee Can Retain Akin Gump as Counsel
---------------------------------------------------------
Judge Jacqueline P. Cox of the Bankruptcy Court for the Northern
District of Illinois has authorized Edison Mission Energy to
employ Akin Gump Strauss Hauer & Feld LLP as counsel, nunc pro
tunc to Jan. 7, 2013.

The Committee submits that it is necessary and appropriate for it
to employ and retain Akin Gump to, among other things:

    (a) advise the Committee with respect to its rights, duties
        and powers in the  Debtors' chapter 11 cases;

    (b) assist and advise the Committee in its consultations with
        the Debtors  relative to the administration of the
        Debtors' chapter 11 cases;

    (c) assist the Committee in analyzing the claims of the
        Debtors' creditors and the Debtors' capital structure and
        in negotiating with holders of claims and equity
        interests;

    (d) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtors and of the operation of the Debtors'
        businesses;

    (e) assist the Committee in its analysis of, and negotiations
        with, the Debtors or any third party concerning matters
        related to, among other things, the assumption or
        rejection of certain leases of non-residential real
        property and executory contracts, asset dispositions, the
        investigation of potential claims and causes of action,
        financing or other transactions and the terms of one or
        more chapter 11 plans for the Debtors and accompanying
        disclosure statements and related plan documents;

    (f) assist and advise the Committee as to its communications
        to the general creditor body regarding significant matters
        in the Debtors' chapter 11 cases;

    (g) represent the Committee at all hearings and other
        proceedings before this Court and other courts;

    (h) review and analyze motions, applications, orders,
        statements, operating reports and schedules filed with the
        Court and advise the Committee as to their propriety and,
        to the extent deemed appropriate by the Committee,
        support, join or object thereto, as applicable;

    (i) advise and assist the Committee with respect to any
        legislative, regulatory or governmental activities
        involving the Debtors;

    (j) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives including statements,
        motions, applications, memoranda, adversary complaints,
        objections or comments in connection with any matter
        related to the Debtors or the Debtors' chapter 11 cases;

    (k) assist the Committee in its review and analysis of the
        Debtors' various agreements;

    (l) investigate and analyze any claims against the Debtors'
        non-debtor affiliates or third parties; and

    (m) perform such other legal services as may be required or
        are otherwise deemed to be in the interests of the
        Committee in accordance with the Committee's powers and
        duties as set forth in the Bankruptcy Code, Bankruptcy
        Rules or other applicable law.

The current hourly rates charged by Akin Gump for professionals
and paraprofessionals who may work on this matter employed in its
offices are:

     Billing Category               Range
     ----------------               -----
     Partners                    $515 - $1,100
     Counsel and Associates      $365 - $880
     Paraprofessionals           $145 - $325

The Akin Gump attorneys currently expected to have primary
responsibility for providing financial restructuring services to
the Committee are:

     Ira S. Dizengoff     Partner     $1,100/hour
     James Savin          Partner       $900/hour
     Arik Preis           Partner       $850/hour
     Shaya Rochester      Counsel       $775/hour
     Jason P. Rubin       Counsel       $750/hour
     Kevin Eide           Associate     $650/hour
     Andrew P. Marks      Associate     $500/hour

In addition, it will be necessary, during the course of these
cases, for Akin Gump professionals in other legal disciplines to
provide services to the Committee, including professionals in the
tax, litigation, general corporate, leveraged finance, and
environmental departments of Akin Gump.

To the best of the Committee's knowledge, Akin Cump is a
disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the
estates.

                       About Edison Mission

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

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

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

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

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

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

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

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


EDISON MISSION: Committee Can Tap Blackstone as Investment Banker
-----------------------------------------------------------------
Judge Jacqueline P. Cox of the Bankruptcy Court for the Northern
District of Illinois has authorized Edison Mission Energy to
employ Blackstone Advisory Partners L.P. as Investment Banker and
Financial Advisor nunc pro tunc to January 7, 2013.

Blackstone will provide advisory and investment banking services
to the Committee and its legal advisors as they deem appropriate
and feasible to advise the Committee in the course of these
chapter 11 cases, including the following services:

     a) assist in the evaluation of the Debtors' businesses and
        prospects;

     b) analyze the Debtors' long-term business plan and related
        financial projections;

     c) analyze the business plan for Edison International ("EIX")
        and Southern California Edison ("SCE") and outlook in
        connection with potential monetization of the Debtors' tax
        attributes;

     d) evaluate the Debtors' financial liquidity, debt capacity
        and capital structure and capital markets alternatives to
        improve such liquidity;

     e) assist in the development of financial data and analyze
        the Debtors' financial filings and presentations to the
        Committee;

     f) value any consideration offered to unsecured creditors of
        the Debtors in connection with a Restructuring;

     g) analyze various restructuring scenarios and the potential
        impact of these scenarios on recoveries for Unsecured
        Creditors;

     h) participate in negotiations among the Committee, the
        Debtors, EIX and its other creditors, suppliers, lessors
        and other interested parties;

     i) assist in the evaluation of any potential asset sale
        processes, including the identification of potential
        buyers;

     j) assist in evaluating the terms, conditions and impact of
        any potential asset sale transactions;

     k) analyze monetization alternatives and valuation
        considerations related to Debtor Edison Mission Energy's
        tax attributes and tax sharing agreement with EIX;

     l) assist in evaluating the treatment of leases by the
        Debtors;

     m) assist with the review of the Debtors' proposed key
        employee retention and other employee benefit programs;

     n) provide expert witness testimony concerning any of the
        subjects encompassed by the other investment banking
        services, if requested by the Committee; and

     o) provide such other advisory services as are customarily
        provided in connection with the analysis and negotiation
        of a Restructuring, as requested and mutually agreed.

Blackstone will be compensated as follows:

     a) a monthly advisory fee in the amount of $150,000 in cash,
        with the first Monthly Fee payable upon the execution of
        the Engagement Letter and additional installments of such
        Monthly Fee payable in advance on each monthly anniversary
        of the Effective Date.  Fifty percent of all Monthly Fees
        beginning with the tenth Monthly Fee payment will be
        credited against the Restructuring Fee;

     b) an additional Restructuring Fee equal to $3,250,000.
        Except as otherwise provided in the Engagement Letter, a
        Restructuring shall be deemed to have been completed upon
        the confirmation of a plan pursuant to an order of the
        Bankruptcy Court, or in the case of a sale or other
        disposition(s) of substantially all of the assets of the
        Debtors, upon an order of the Bankruptcy Court approving
        such sale or other disposition.  The Restructuring Fee
        will be earned on completion of a Restructuring and will
        be payable, in cash, on the consummation of a
        Restructuring; and

     c) reimbursement of all reasonable out-of-pocket expenses
        incurred during this engagement, including, but not
        limited to, travel and lodging, direct identifiable data
        processing, document production, publishing services and
        communication charges, courier services, working meals,
        and the reasonable fees and expenses of the Advisor's
        counsel and other necessary expenditures, payable upon
        rendition of invoices setting forth in reasonable detail
        the nature and amount of such expenses.

To the best of the Committee's knowledge, Blackstone is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the
estates.

                       About Edison Mission

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

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

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

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

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

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

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

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


EDISON MISSION: May Set Off Obligations With DNB Bank
-----------------------------------------------------
Tha Bankruptcy Court has authorized Edison Mission Energy to enter
into an agreement, dated January 31, 2013, by and between EME and
DNB Bank ASA and modifying the automatic stay, as mutually agreed
by EME and DNB Bank, to permit DNB Bank to set off obligations
against cash collateral held by DNB Bank.

The Court finds that the DNB Agreement is critical to avoid
disruptions to operations that would unnecessarily distract
management and complicate the Debtors' restructuring.

David R. Seligman, Esq., at Kirkland & Ellis LLP, representing the
Debtor As of the Petition Date, DNB Bank had issued 27 letters of
credit under the Letter of Credit Facility; 22 remain outstanding
as of the date hereof in the total approximate amount of $44.4
million.  Nearly all of the letters of credit, which have one-year
terms, are due for renewal.

As a result of the filing of these chapter 11 cases, DNB Bank has
asserted that it is entitled under the Reimbursement Agreement to
deliver non-renewal notices to Letter of Credit Beneficiaries.
Receipt of such notices may cause the Letter of Credit
Beneficiaries to draw on the letters of credit.  Non-renewal
notice periods under the letters of credit vary from 30 to 90
days.  EME engaged DNB Bank in discussions to prevent the
potential for broad and damaging repercussions related to the
expiration of outstanding letters of credit.

Mr. Seligman notes that the Debtors do not have in place a
postpetition financing arrangement that contemplates the issuance
of new letters of credit.  If the currently outstanding letters of
credit are allowed to expire, the EME Entities will be in breach
of the underlying Project Agreements that require letters of
credit.

EME entered into negotiations with DNB Bank to avoid precipitous
actions by the Letter of Credit Beneficiaries and secure DNB
Bank's agreement to allow the existing letters of credit to
automatically renew in accordance with their terms.

After more than a month of good-faith, arm's-length negotiations,
EME and DNB Bank entered into the DNB Agreement, pursuant to which
DNB Bank has agreed to (a) forbear from sending notices of non-
renewal to the Letter of Credit Beneficiaries and (b) allow
existing letters of credit issued under the Letter of Credit
Facility to automatically renew in accordance with their
respective terms.  In exchange, EME agreed to work cooperatively
with DNB Bank to expeditiously seek (x) Court approval of the DNB
Agreement and (y) Court authority to modify the automatic stay to
permit DNB Bank to setoff any Obligations due and owing under the
Reimbursement Agreement against EME's cash collateral posted for
DNB Bank's benefit.

The DNB Agreement will terminate upon the earlier of (a) the
failure of EME to file a motion seeking approval of a debtor in
possession credit facility that includes a letter of credit
commitment or facility on or prior to March 31, 2013 or (b) the
failure of EME to satisfy and pay in full any and all Obligations
due and owing under the Reimbursement Agreement, and cause the
cancellation and/or return of the existing letters of credit
within 60 days after the Court's entry of the DIP Facility Order.

The DNB Agreement entitles DNB Bank to continue to hold an
additional $500,000 currently in its possession as cash collateral
to secure the repayment of the Obligations, which funds are in
collateral accounts and attributable to a previously issued letter
of credit that has been cancelled and/or returned to DNB Bank.
DNB Bank may continue to hold the Additional Cash Collateral for
so long as (a) the Reimbursement Agreement remains outstanding and
in full force and effect and (b) any existing letter of credit has
not been cancelled and/or returned to DNB Bank.  The parties also
agree that upon EME's written request, DNB Bank will release to
EME any funds it holds as cash collateral equal to the amount by
which such amount held exceeds the sum of (x) the "LC Facility
Exposure" and (y) the Additional Cash Collateral.  Such released
funds would no longer constitute cash collateral.

                       About Edison Mission

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

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

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

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

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

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

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

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


ELAN CORP: RPI Purchase Offer Has No Impact on Moody's Ba3 CFR
--------------------------------------------------------------
Moody's Investors Service commented that the ratings of Elan
Corporation, plc (Ba3 Corporate Family Rating and Ba3 senior
unsecured notes) remain unchanged following the proposed
indicative offer by Royalty Pharma (Baa2 stable) to acquire Elan.
Elan's ratings will remain unchanged until there is greater
clarity on the likelihood and the terms of any transaction with
Royalty Pharma.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Dublin, Ireland, Elan Corporation, plc is a
specialty biopharmaceutical company with areas of expertise in
neurological and autoimmune disease. Its sole product, Tysabri,
marketed with Biogen Idec, is approved for the treatment of
multiple sclerosis and Crohn's disease.


ENERGY FUTURE: Board Appoints Billie Williamson as Director
-----------------------------------------------------------
Energy Future Holdings announced the election of Billie Williamson
as a member of its board of directors.  Ms. Williamson will also
serve as chair of the board's audit committee.

Ms. Williamson brings more than 30 years of experience auditing
public companies to her role as a member of the company's board
and audit committee.  She began her career at Ernst & Young and
served as coordinating partner for major clients such as Texas
Instruments, Lockheed Martin, Fluor and Neiman Marcus.  Her tenure
at E&Y culminated with her role as inclusiveness officer and
service on E&Y's Americas Executive Board, which functions as its
board of directors.

"We are extremely pleased to welcome Billie to the company's board
of directors," said Don Evans, non-executive chairman of the EFH
board.  "She brings tremendous expertise in understanding and
auditing large, complex operations as well as experience in
serving on corporate boards."

"I am honored to be elected to the company's board," said Ms.
Williamson.  "EFH has a rich history and legacy of service, and I
look forward to working with its directors and management."

Ms. Williamson also served in executive positions at AMX and
Marriott.  She earned a bachelor's degree in business
administration with highest honors from Southern Methodist
University in 1974.  She also serves on the boards of directors of
ITT Exelis Inc. and Annie's, Inc., as well as the boards of the
Dallas Symphony Orchestra and a number of Dallas charities.

Ms. Williamson's director compensation will be consistent with
that of the Company's other directors who are neither employees of
the Company nor members of the Company's sponsor group and will
include an annual cash retainer of $200,000 and an annual equity
award paid in shares of the Company's common stock with a grant
date fair value of $100,000.

                         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.

                           *     *     *

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

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


FIVE RIVERS: Plan Rejected; Court Threatens Chapter 7 Conversion
----------------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller denied confirmation of the
Chapter 11 Small Business Plan dated Sept. 11, 2012, filed by the
debtor, Five Rivers Petroleum, LLC.  Judge Deller sustained the
objection lodged by Community Bank, the main creditor, which
disputes the feasibility of the Debtor's Plan under 11 U.S.C. Sec.
1129(a)(1) or Sec. 1129(b)(2).

Judge Deller, however, denied Community Bank's request for
appointment of a Chapter 11 trustee, saying the Bank has not met
its burden of proving that the appointment of a chapter 11 trustee
is warranted in this case, under the clear and convincing standard
of proof.

Judge Deller, however, left the door open on the Bank's request to
have the case converted to Chapter 7.  The judge directed the
Debtor to show cause as to why the bankruptcy case should not be
converted to a chapter 7 liquidation.  The judge said he "remains
concerned about the Debtor's ability to reorganize in light of its
significant financial, administrative, and managerial issues."

A copy of the Court's Feb. 22, 2013 Memorandum Opinion is
available at http://is.gd/XzXeQofrom Leagle.com.

Five Rivers is indebted to Community Bank in connection with three
loans made pursuant to promissory notes and security agreements
executed therewith, specifically a loan in the amount of $380,072
made on Dec. 30, 2005, a loan in the amount of $100,000 made on
March 6, 2008, and a loan in the amount of $212,800 made on March
23, 2009.  Pursuant to the security agreements, Community Bank's
security interest covers all of the Debtor's personal property,
including accounts, inventory, and proceeds thereof.

Community Bank also asserts that the Debtor is further indebted in
connection to a commercial guaranty dated Dec. 30, 2005, pursuant
to which the Debtor guaranteed the payment of, and performance by,
its landlord, S&V Property, LP, with respect to a loan in the
original amount of $2,204,928.  The Bank also asserts further
indebtedness pursuant to a modification and mortgage extension
agreement dated March 9, 2011 and a forbearance agreement dated
August 2011.

Community Bank is the primary secured creditor of both the Debtor
and S&V.  S&V's bankruptcy case is pending at case number 12-
20121-JAD, and S&V's proposed plan of reorganization is primarily
funded by Five Rivers' rental payments.  According to Community
Bank, the Debtor's and S&V's loan payments to Community Bank are
inconsistently funded from various sources, including the Debtor,
S&V, and the Debtor's various tenants at the truck stop.

Five Rivers Petroleum, LLC, is a limited liability company
operating a truck stop in Claysville, Pennsylvania.  Five Rivers
filed its voluntary chapter 11 bankruptcy petition (Bankr. W.D.
Pa. Case No. 11-25202) on Aug. 18, 2011.  Judge Jeffery A. Deller
oversees the case.  The Law Offices of Michael J. Henny --
m.henny@hennylaw.com -- serves as the Debtor's counsel.  In its
petition, the Debtor estimated $500,001 to $1 million in assets,
and $1 million to $10 million in debts.  A list of the Company's
19 largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/pawb11-25202.pdf
The petition was signed by Rajeet Sanahu, managing member.

The Debtor filed its first chapter 11 small business plan and
disclosure statement on May 22, 2012.


FREESEAS INC: Issues Additional 90,000 Common Shares to Hanover
---------------------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
Feb. 13, 2013, entered an order approving, among other things, the
fairness of the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC v. FreeSeas Inc., Case No. 150802/2013.  Hanover
commenced the Action against the Company on Jan. 28, 2013, to
recover an aggregate of $740,651 of past-due accounts payable of
the Company, plus fees and costs.  The Settlement Agreement became
effective and binding upon the Company and Hanover upon execution
of the Order by the Court on Feb. 13, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, the Company issued and delivered to Hanover 185,000 shares
of the Company's common stock, $0.001 par value, and on Feb. 19,
2013, the Company issued and delivered to Hanover 90,000
Additional Settlement Shares.

The Settlement Agreement provides that the Initial Settlement
Shares will be subject to adjustment on the trading day
immediately following the Calculation Period to reflect the
intention of the parties that the total number of shares of Common
Stock to be issued to Hanover pursuant to the Settlement Agreement
be based upon a specified discount to the trading volume weighted
average price of the Common Stock for a specified period of time
subsequent to the Court's entry of the Order.  Specifically, the
total number of shares of Common Stock to be issued to Hanover
pursuant to the Settlement Agreement will be equal to the quotient
obtained by dividing (i) $740,651 by (ii) 75% of the VWAP of the
Common Stock over the 35-consecutive trading day period
immediately following the date of issuance of the Initial
Settlement Shares, rounded up to the nearest whole share.  As a
result, the Company ultimately may be required to issue to Hanover
substantially more shares of Common Stock than the number of
Initial Settlement Shares issued.

Since the issuance of the Initial Settlement Shares and Additional
Settlement Shares, Hanover demonstrated to the Company's
satisfaction that it was entitled to receive another 90,000
Additional Settlement Shares based on the adjustment formula
described above, and that the issuance of such Additional
Settlement Shares to Hanover would not result in Hanover exceeding
the beneficial ownership limitation set forth above.  Accordingly,
on Feb. 25, 2013, the Company issued and delivered to Hanover
90,000 Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.

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

                        http://is.gd/leHe8Z

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
ability to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


GREAT ATLANTIC: Underperformance Cues Moody's to Cut CFR to Caa2
----------------------------------------------------------------
Moody's Investors Service downgraded The Great Atlantic & Pacific
Tea Company, Inc.'s corporate family rating to Caa2 from Caa1.
Additionally, Moody's downgraded the company's probability of
default rating to Caa2-PD from Caa1-PD and changed the rating
outlook to negative. The B3 rating on A&P's $270 million first
lien senior secured term loan facility was affirmed.

"A&P's operating performance has been below our expectation with
free cash flow generation and debt protection measures expected to
be very weak", Moody's Senior Analyst Mickey Chadha stated.
"Despite management initiatives, reversing the company's brand
erosion due to an extended period of underperformance will
continue to be challenging in light of stiff competition and a
sluggish economy."

Ratings Rationale:

The Caa2 corporate family rating reflects A&P's persistently weak
operating performance, very weak credit metrics and Moody's
opinion that A&P's cash interest coverage and free cash flow will
remain weak -- Moody's expects debt/EBITDA and EBITA/interest for
fiscal year 2013 to be about 10 times and less than 1 times
respectively. The company's liquidity is weak and the expected
trends in its operating performance do not leave much cushion
under its financial covenants. The rating also reflects the
challenges faced by management to reverse an extended period of
decline in the company's sales, profitability and competitive
position. The rating gives favorable consideration to Moody's view
that management is proactively addressing operations with new
initiatives which could gain traction. Additionally, the company's
good regional market presence and the relief it received from pre-
petition liabilities are positive factors that support the rating.

The following ratings are downgraded:

Corporate Family Rating at Caa2 from Caa1
Probability of default rating at Caa2-PD from Caa1-PD

The following ratings are affirmed with point estimates updated:

$270 million First Lien Term Loan maturing February 2017 at B3
(LGD2, 28% from LGD3, 32%)

The negative outlook reflects the uncertainty regarding the
company's ability to improve its operating performance in the next
12-18 months and Moody's expectation that credit metrics will
remain very weak.

Given the very weak credit metrics and the challenging food
retailing environment, a rating upgrade is unlikely in the near
term. Ratings could be upgraded in the medium to longer term if
the company demonstrates sustained improvement in liquidity, same
store sales growth and a substantial improvement in credit metrics
along with a sustainable capital structure.

Ratings could be downgraded if there is no improvement in credit
metrics in the near to medium term. Ratings could also be
downgraded if liquidity deteriorates for any reason or if same
store sales do not reverse their declining trend.

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

The Great Atlantic and Pacific Tea Company, Inc., headquartered in
Montvale, N.J., is a supermarket chain operating 311 supermarkets
under the A&P, The Food Emporium, Pathmark, Superfresh, Waldbaums
and Foodbasics banners and 18 liquor stores in the Northeast US
concentrated in the New York / New Jersey / Pennsylvania markets.
The company's annual sales are about $6.5 billion.


HELEN KELLER: Moody's Lowers Rating on US$17MM of Bonds to Ba2
--------------------------------------------------------------
Moody's Investors Service downgraded to Ba2 from Ba1 the rating
assigned to Helen Keller Hospital's $17 million of rated bonds
issued by the Colbert County-Northwest Alabama Healthcare
Authority, AL. The outlook has been revised to negative from
stable.

Ratings Rationale:

The downgrade of the rating to Ba2 reflects a multi-year trend of
declining profitability and cash flow, and thin debt service
coverage. The Ba2 rating further reflects Helen Keller's moderate
size, thin balance sheet resources, and operations in a
competitive market. The change in outlook from negative to stable
reflects the organization's limited operating flexibility given
the low levels of cash flow and investments in physician practice
growth. Although Helen Keller has experienced good patient volume
and revenue growth recently, Moody's notes that these gains have
not translated into stronger operating performance or cash flow.

Challenges

   - Fiscal year 2012 represented the third consecutive year of
weakening financial performance; despite solid volume gains and
revenue growth, the operating cash flow margin dropped to 4.5%
from 7.1% in FY 2011 (bad debt reflected as a revenue reduction in
both years and FY 2012 revenue reduced by $1.1 million to account
for the non-recurring Medicare rural wage settlement)

   - Small revenue base reduces flexibility when operating
performance or balance sheet metrics fluctuate

   - Presence of sizeable competitor in the service area, for-
profit Eliza Coffee Memorial Hospital, which has committed to
building a replacement hospital in the service area

   - Blue Cross dominates the commercial insurance market,
limiting annual reimbursement growth

   - The state is reviewing Alabama's Medicaid program and may
implement reimbursement methodology or reimbursement rate changes
by October 2013. The state currently operates a provider fee
program, which has increased reimbursement to Helen Keller by
approximately $2 million annually over the last several years and
this program could be changed as a result of state action

   - Weak balance sheet metrics including low 53 days cash on
hand, very low 34% cash-to-debt, and 10.0 times direct debt-to-
cash flow

Strengths

   - Strong volume and revenue growth in FY 2012 with combined
inpatient admissions and observation stays increasing 9.1% to
drive revenue growth of 8.7%

   - Growth of unrestricted cash and investments to a recent high
of $13.4 million at December 31, 2012 from $12.2 million at fiscal
yearend (FYE) 2011

   - Steady medical staff with no significant departures over the
last several years; recently, Helen Keller added physicians to key
practices in an effort to grow market share in obstetrics and
other service lines

   - 100% fixed rate debt and liquidity conservatively invested in
cash and government securities

Outlook

The revision in the outlook to negative from stable reflects the
decline in FY 2012 operating performance, the multi-year trend of
weakening operating cash flow margins, and resulting negative
impact on debt service coverage. An already weak balance sheet and
Helen Keller's small size reduces the hospital's flexibility to
address unfavorable swings in operating performance.

What Could Make the Rating Go Up?

- Sustained improvement in operating performance, particularly the
operating cash flow margin; material volume growth and market
share gains; strengthening of key balance sheet metrics

What Could Make the Rating Go Down?

- Failure to meet budget in 2013 or further deterioration in
operating performance; declining patient volumes or revenue
growth; additional debt absent commensurate cash flow growth

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


HOSTESS BRANDS: Union to Get $17.9MM Claim for Retiree Benefits
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc., the liquidating baker of Wonder
bread, settled with unions, allowing the termination of post-
retirement health and life insurance benefits for almost 1,500
former workers.

According to the report, approved by the bankruptcy judge on
Feb. 22, the settlement requires Hostess to continue providing
benefits until May 31.  For their retirees, the unions will have
general unsecured claims totaling about $17.9 million.  The claims
will have value if the assets are liquidated for enough to pay
secured claims and debt with higher priority.

                      About Hostess Brands

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

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

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

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

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

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

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

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

The first auction will take place Feb. 28 where the initial bid of
$390 million for most of the bread business will be made by
Flowers Foods Inc. March 13 will be the auction for the snack cake
business where the opening bid of $410 million cash will
come from affiliates of Apollo Global Management LLC and C. Dean
Metropoulos & Co.  The major sales will close out on March 15 with
an auction to learn if $56.35 million is the most to be earned
from selling some of the remaining bread businesses and the Drakes
cakes operation.


ILLINOIS INSTITUTE: Fitch Affirms 'BB-' Rating to $190-Mil. Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on approximately $190
million of outstanding Illinois Finance Authority revenue bonds
issued on behalf of Illinois Institute of Technology (IIT, or the
institute).

The Rating Outlook is Stable.

SECURITY
Revenue bonds are secured by a general obligation pledge of IIT.
Series 2009 revenue bonds are additionally secured by a cash-
funded debt service reserve.

KEY RATING DRIVERS

WEAK FINANCIAL PROFILE: IIT's overall financial profile is weak -
characterized by an extremely limited balance sheet and pressured
operations, which results in historically poor maximum annual debt
service (MADS) coverage.

STEADY DEMAND: The institute has a solid track record of
generating stable student demand over the past several years. In
fall 2012, IIT observed good undergraduate enrollment growth,
which increased by 7.6% to 2,801, up from fiscal 2010's 2,602
enrollees.

IMPROVED OPERATING PERFORMANCE: In fiscal 2012, IIT continued its
recent trend of recording improved operating results, as the
institute had a 1.6% adjusted operating margin (including
endowment distribution), which is the organization's first
positive gain in the last five years.

TURNAROUND PLAN IMPLEMENTED: In October 2008, management
implemented a multi-year strategic and financial plan, supported
by sustained enrollment growth that has improved operating results
through 2012. Overall, Fitch views management's ability to
successfully implement the institute's financial turnaround plan
as effective and a key determinant in the stabilization of the
current financial profile.

RATING SENSITIVITIES

NO BALANCE-SHEET CUSHION: IIT had a negative $5.3 million
available fund balance in 2012, which is viewed negatively and
leaves the organization with no balance-sheet cushion. Any
deterioration to the institute's balance sheet could trigger
negative rating pressure.

MARGIN DETERIORATION: Inability to sustain recent operating
improvements would be viewed negatively given IIT's weak balance
sheet.

CREDIT PROFILE

The rating affirmation at 'BB-' reflects IIT's improved operating
performance, solid undergraduate enrollment student growth, and
successful fundraising commitments in fiscal 2012. Including the
institute's endowment distribution, the operating margin improved
for the third consecutive year, to 1.6% from negative 0.6% in
2011, and marked the first income gain in the last five years.
Fitch views management's effective practices and successful
financial turnaround plan implementation as primary drivers behind
the improved profitability position. As a result of the improved
operational performance, IIT's MADS coverage rose to 2x from 1.7x
in 2011, which is a five-year high.

Historically, operating losses from prior years led IIT to rely
more on its endowment fund and draw in excess. However, with
various expense controls and revenue enhancement initiatives now
in place, IIT was able to decrease its endowment payout portion to
$13 million in 2012, from $19 million in 2011. Within the total
endowment payout, IIT had no excess draws for operations in fiscal
2012, which Fitch views favorably.

Additionally, undergraduate enrollment growth has helped support
operational profitability improvement. In fall 2012, undergraduate
enrollment rose to 2,801 from 2,714 in fall 2011 (3.2% increase),
which Fitch views positively. However, graduate enrollment
declined for the third straight year. Fitch views administration's
strategy of increasing the undergraduate pool of students as
effective given the downward trend in graduate admissions. Given
IIT's moderately high reliance on student-generated revenues to
fund operations (61.5% in fiscal 2012), a failure to maintain
stable enrollment levels could negatively affect the institute's
efforts to improve operating performance.

Management has a capital campaign to raise approximately $250
million by 2016. The campaign recently entered its 'public' phase
and has already garnered commitments of $132 million, which Fitch
views favorably. Management has no intentions of any additional
borrowings and will rely on its fundraising and operating cash
flow to fund the institute's capital investment program.

KEY CREDIT CONCERNS

Despite the recent operational improvement, Fitch's key credit
concern remains the institute's weak overall financial profile. As
of May 31, 2012, IIT's total cash and investments fell to $194.8
million from $206.1 million in 2011, which left the organization
with a negative $5.3 million available fund balance (cash and
investments not including permanently restricted funds).
Unrestricted liquidity as a percentage of operating expenses
($248.5 million) and debt ($217.6 million) was weak at negative
2.2% and negative 2.5%, respectively. Fitch believes IIT has
extremely limited balance-sheet cushion and any unexpected
deterioration to the recent operational improvement would be
viewed negatively.

Based on its recently improved financial position, IIT was
notified in February 2012 by the Higher Learning Commission (HLC)
that, based on fiscal 2011 results, it will no longer be required
to submit annual financial performance monitoring reports, which
were required as a result of an evaluation of fiscal 2009
financial results. The United States Department of Education (DOE)
may soon remove the provisional status of the institute's
participation in Student Financial Assistance (SFA) programs and
remaining provisional requirements. Provisional status, which IIT
has been subject to since May 2010 (based on fiscal 2009 results),
has not had an impact on the institute's ability to access
federally funded student financial aid. Provisional status
required IIT to implement certain procedural and reporting
requirements, which were and continue to be part of IIT's standard
operation procedures. Additionally, IIT had to post a standby
letter of credit (LOC - equivalent to 10% of annual SFA volume) to
the benefit of DOE for a period of up to three years in order to
maintain participation in SFA programs. In May 2012, IIT was
released from the LOC; however, it was still obligated to maintain
the procedural and reporting requirements. If the financial
reviews continue to be satisfactory, it is expected that IIT will
be relieved of these requirements.

The DOE conducts annual financial reviews and if IIT fails to meet
DOE's financial criteria ratios in the future, IIT may be required
to post a new LOC. Should recent positive trends in financial
performance reverse, and the DOE reinstates the LOC requirement
but IIT does not elect to post the LOC, then the institute would
cease to be eligible to participate in SFA programs. This could
result in a potential negative effect on enrollment, particularly
at the undergraduate level, which would be viewed negatively.

Based on continued enrollment growth and management's ability to
manage expenses, Fitch believes that IIT's operating performance
will continue its positive trend, which should bolster the
institute's liquidity position over the long term. Fitch expects
IIT to continue to observe positive undergraduate enrollment
growth and maintain its current graduate enrollment levels, which
are essential to sustain its current financial position.

ORGANIZATIONAL OVERVIEW

Illinois Institute of Technology is a private, nonsectarian
technical engineering institute established in 1940. Located in
Chicago, Illinois, IIT operates five campuses in the Chicagoland
marketplace with its main campus located four miles from downtown
Chicago. In fiscal 2012, IIT had total revenues of $252.4 million
(including endowment distribution). During the credit review
process management was candid and timely in its responses to
Fitch.


INTERNATIONAL GOSPEL: Dist. Ct. Vacates Ruling on Atty. Fee Award
-----------------------------------------------------------------
In the Chapter 11 case of International Gospel Party Boosting
Jesus Groups, Inc., an appeal was brought before the U.S. District
Court for the District of Massachusetts challenging a bankruptcy
court order awarding fees and expenses to David M. Nickless,
attorney for the Debtor, for services performed after the
appointment of a Chapter 11 trustee to administer the bankruptcy
estate.

On February 20, 2013, District Judge Douglas P. Woodlock ruled
that the bankruptcy court lacked authority under Section 330(a) of
the Bankruptcy Code to award Mr. Nickless fees and expenses
incurred following appointment of the Chapter 11 Trustee.
"Attempting to use section 349(b) in this circumstance to fill
that gap in the court's power was beyond the court's authority and
constituted an abuse of discretion," Judge Woodlock held.  The
equitable nature of bankruptcy proceedings "does not give the
judge a free-floating discretion to redistribute rights in
accordance with his personal views of justice and fairness," he
added.

For these reasons, the portion of the bankruptcy court's June 28,
2012 Order awarding Mr. Nickless $10,345.45 in fees and expenses
incurred after the appointment of a Chapter 11 Trustee is vacated.

Judge Woodlock left undisturbed the remaining portions of the
June 28 Order, such as those dismissing the bankruptcy pursuant to
11 U.S.C. Section 1112(b) or holding surplus funds in escrow in
accordance with the Massachusetts Superior Court injunction
because no appeal has been taken from those matters.

The case before the District Court is captioned In re
INTERNATIONAL GOSPEL PARTY BOOSTING JESUS GROUPS, INC., Debtor.
WILLIAM K. HARRINGTON, UNITED STATES TRUSTEE, Appellant,
v. DAVID M. NICKLESS, Appellee, Civil Action No. 12-11475-DPW,
Bankruptcy Court No. 10-19012-HJB, (D. Mass.)

A copy of the District Court's February 20, 2013 Memorandum and
Order is available at http://is.gd/KCnGUyfrom Leagle.com.

          Lamie Doctrine Applied to Company With Trustee

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Douglas P. Woodlock in Boston
ruled on Feb. 20 that the lawyer for a company in Chapter 11 was
ineligible to be paid from estate funds for services performed
after a Chapter 11 trustee was appointed.

In 2004 the U.S. Supreme Court held in a case called Lamie that
the lawyer for a company in Chapter 7 is ineligible for payment
from estate funds unless the lawyer was retained by the trustee.

According to the report, Judge Woodlock followed a 1998 decision
from the 5th U.S. Circuit Court of Appeals in New Orleans, called
Pro-Snax, holding that a debtor's lawyer cannot be paid from
estate funds after a Chapter 11 trustee is appointed.

The case is Harrington v. Nickless (In re Gospel Party Boosting
Jesus Group Inc.), 12-11475, U.S. District Court, District of
Massachusetts (Boston).

                    About International Gospel

International Gospel Party Boosting Jesus Groups Inc., a
Massachusetts non-profit organization, filed for Chapter 11
protection (Bankr. D. Mass. Case No. 10-19012) on Aug. 19, 2010.
Its real estate at 554 Massachusetts Avenue in Boston was the only
discernible asset at the time of filing.  In its Schedule, the
Debtor estimated the Property's value at $1,425,100, and disclosed
encumbrances totaling $775,000.  Shortly after the case filing, it
became apparent that the Debtor was operating without the benefit
of cash collateral authorization.  On Oct. 12, 2010, the Court,
sua sponte, ordered the appointment of a Chapter 11 trustee; on
Oct. 15, the Court approved the appointment of Attorney Joseph G.
Butler.

Although no Chapter 11 plan of reorganization has been proposed or
confirmed, the Debtor's estate has essentially been fully
administered.  Two matters related to the case remain pending.
The first is the appeal taken by Jeff Ross, the buyer of the
Property, from the Court's order denying him payment of one-half
of the broker's commission in connection with the sale of the
Property.  The second unresolved issue is whether and when
Attorney Nickless will be compensated for services rendered to the
Debtor after the appointment of the Chapter 11 Trustee.


JOHN KNIBBE: Vanguard's Fees and Expenses Approved
--------------------------------------------------
In the Chapter 11 case of John Knibbe, Judge William T. Thurman of
the U.S. Bankruptcy Court for the District of Utah approved on
February 20, 2013, Vanguard Legal, PLLC's application for
compensation and reimbursement of expenses.

The Court awards Vanguard Legal $31,428.42 for services rendered
by Kathy Van Sleen and Lisa Merrill from January 6, 2012, through
and including November 5, 2012.

Vanguard Legal is authorized to apply the $31,428.42 from funds
held in trust to the approved fees.

John J. Brannelly, Jr., Esq. -- info@VanguardLegal.com -- at
Vanguard Legal, PLLC, in South, Sandy, Utah, represent the Debtor.

A copy of the Bankruptcy Court's February 20, 2013 Order is
available at http://is.gd/Bg2slAfrom Leagle.com.

John Knibbe filed a Chapter 11 bankruptcy petition (Bankr. D. Utah
Case No. 11-27856) on May 27, 2011.


JUMP OIL: CRE Blocks Use of Cash From 3 Sites, Seeks Foreclosure
----------------------------------------------------------------
Jump Oil Company Inc., owner of 42 parcels of real property in
Missouri used as Phillips Gas 66 gas stations, filed for Chapter
11 bankruptcy with plans to make certain upgrades at the sites to
maintain branding and then arrange an 11 U.S.C. Sec. 363 sale of
the sites.  Three of those sites may not be included in those
plans due to opposition from the lender.

CRE Venture 2011-1, LLC, conveyed opposition to deny Jump Oil's
request to use rent and income from three parcels of real estate
that secure the amounts owed to CRE.  CRE also filed an emergency
motion for relief from the automatic stay with respect to the
properties.

The Debtor has three secured creditors: Colonial Pacific Leasing
Corp., owed $17.9 million secured by liens on 37 of the Debtor's
gas stations; CRE Venture 2011-1, LLC, owed $716,000 allegedly
secured by three of the Debtor's sites; and Lindell Bank, owed
$347,000 allegedly secured by interest in two of the Debtor's
sites.  Colonial has consented to the Debtor's use of cash
collateral through May 31, 2013.  The Debtor tried but failed to
reach agreement with Lindell and CRE as of the bankruptcy filing.

As reported in the Feb. 19 edition of the TCR, Jump Oil filed an
emergency motion to use cash use revenues and rent from gas
stations to, among other things, maintain, insure and make
necessary repairs to the sites.  The Debtor said it needs to keep
its gas stations as Phillips 66 branded sites to maximize value in
a Sec. 363 sale.

In its objection to the use of its cash collateral, CRE notes that
the Debtor defaulted under the promissory note with original
principal of $875,000 and has not made any payments during the
past 18 months.  CRE took action to gain possession of the rents
prior to the Debtor' bankruptcy filing.  Thus, any interest of the
Debtor in the rents with respect to three sites was extinguished
prior to the commencement of the Bankruptcy, and the rents are not
property of the Debtor's estate or cash collateral.

In its lift stay motion, CRE points out that the Debtor lacks any
equity in the real estate, as evidenced by its inability to even
maintain debt service.  "As a result, such real estate is not
necessary for the Debtor's proposed reorganization, and Lender
should be granted relief from the automatic stay to proceed with
its state law rights and remedies with respect to the real
estate."

             Use of Lindell, Colonial Cash Collateral

In an order dated Feb. 21, 2013, Judge Kathy A. Surratt-States
ruled that the cash collateral motion as to CRE is denied on the
basis that the request was "withdrawn."

The Debtor granted Jump Oil approval on an interim basis to use
cash collateral of Lindell.

A final hearing on the use of Lindell's cash collateral will be
held March 18, 2013 at 11:00 a.m. in the U.S. Bankruptcy Court for
the Eastern District of Missouri, Courtroom 7 North, 111 S. Tenth
Street, St. Louis, MO 63102.  Objections, if any, are due not
later than 5:00 p.m. on March 11, 2013.

Judge Surratt-States signed a separate agreed order submitted by
the Debtor and Colonial that allows the Debtor to use Colonial's
cash collateral on an interim basis.  A final hearing on the use
of Colonial's cash collateral will also be held March 18.

                      About Jump Oil Company

Jump Oil owns 42 parcels of real property throughout the state of
Missouri, on which gas and service stations are operated by
various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.

The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC
as financial consultants; Matrix Private Equities, Inc. as
financial advisor; Mariea Sigmund & Browning, LLC as special
counsel; and Wolff & Taylor, PC as accountants.

The Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  The formal schedules of
assets and liabilities are due Feb. 28, 2013.

CRE Venture is represented by:

         Sherry K. Dreisewerd, Esq.
         Matthew S. Layfield, Esq.
         POLSINELLI SHUGHART PC
         100 S. Fourth Street, Suite 1000
         St. Louis, MO 63102
         Tel: (314) 889-8000
         Fax No.: (314) 231-1776
         E-mail: sdreisewerd@polsinelli.com
                 mlayfield@polsinelli.com

                - and -

         Amy E. Hatch, Esq.
         POLSINELLI SHUGHART PC
         700 West 47th Street, Suite 1000
         Kansas City, MO 64112
         Tel: (816) 753-1000
         Fax: (816) 753-1536
         E-mail: ahatch@polsinelli.com


JUMP OIL: Colonial DIP Financing Has Interim Approval
-----------------------------------------------------
Bankruptcy Judge Kathy A. Surratt-States has entered an interim
order authorizing Jump Oil Company to obtain DIP financing from
Colonial Pacific Leasing Station.

The Debtor is authorized to borrow from Colonial Pacific a total
of up to $300,000 in initial principal amount.  A final hearing to
consider the Motion will be held before the Court on March 18,
2013 at 11:00 a.m. in Courtroom 7-North.

Jump Oil said that to maintain its branding rights and license
with Phillips 66 for its gas stations, it is required to make
certain updates and improvements to the gas stations to bring them
into compliance with Phillips 66 standards and requirements
concerning the receipt and transmission of customer debit/credit
card information.

Three secured creditors assert first priority interests in the
Debtor's gas stations: Colonial Pacific Leasing Station, owed
$17.9 million, asserts liens in 37 of the gas stations; CRE
Venture 2011-1, LLC, owed $716,000, asserts liens in three sites;
and Lindell Bank, owed $347,000, asserts interests in two.

Colonial has agreed to provide financing of $300,000 to be used
for the specific and limited purpose of bringing the Colonial
Sites into PCI Compliance.

The DIP loan would bear interest at 12%.  The loan will mature
upon: six months following the financing order is entered; the
date on which the sale of the Colonial collateral closes; or the
date which Colonial declares all DIP obligations due and payable
on account of the occurrence of an event of default.

To bring the Gas Stations into PCI Compliance, the Debtor sought
and obtained Bankruptcy Court approval to enter into a contract
with Mid-State Petroleum Equipment, Inc., which will perform the
necessary work on the gas stations.

                      About Jump Oil Company

Jump Oil owns 42 parcels of real property throughout the state of
Missouri, on which gas and service stations are operated by
various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.

The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC
as financial consultants; Matrix Private Equities, Inc. as
financial advisor; Mariea Sigmund & Browning, LLC as special
counsel; and Wolff & Taylor, PC as accountants.


JUMP OIL: HNWC Won't Have $10,000 Monthly Retainer
--------------------------------------------------
Jump Oil Company obtained approval from the Bankruptcy Court to
employ HNWC as financial consultants, although the firm won't be
keeping a minimum monthly retainer.

HNWC is expected to render these services:

   -- maintain the books of account of Debtor as needed;

   -- assist in providing information necessary to sell
      Debtor's assets and/or reorganize;

   -- develop cash models and cash flow projections;

   -- assist in the preparation of financial statements,
      budgeting, cash flow projections, financial modeling, and
      reporting to creditors; and

   -- provide other or additional financial consulting
      services as may be necessary or appropriate.

According to the application, HNWC would receive compensation at
its standard billing rates of $245 per hour for Philip Campbell
and $165 for Frank Briola, with a minimum monthly retainer of
$10,000, for its services rendered and expenses incurred on behalf
of the Debtor, in accordance with the provisions of Sections 328
and 330 of the Bankruptcy Code.

However, the bankruptcy judge's Feb. 20 order provides that upon
objection by the United States Trustee, the $10,000 minimum
monthly retainer is disallowed and HNWC is to be compensated for
work performed at its standard billing rates, and will file fee
applications with the Court pursuant to 11 U.S.C. Sec. 330 and
331.

                      About Jump Oil Company

Jump Oil owns 42 parcels of real property throughout the state of
Missouri, on which gas and service stations are operated by
various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.

The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC
as financial consultants; Matrix Private Equities, Inc. as
financial advisor; Mariea Sigmund & Browning, LLC as special
counsel; and Wolff & Taylor, PC as accountants.

The Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station is owed $17.9 million secured by a perfected security
interest and liens 37 of the gas stations.  CRE Venture 2011-1,
LLC is owed $716,000 allegedly secured by three of the Debtor's
sites.  Lindell Bank is owed $347,000 allegedly secured by
interest in two of the Debtor's sites.  The formal schedules of
assets and liabilities are due Feb. 28, 2013.


KIMBERLY NIFONG MITCHELL: Court Rejects Ex-Husband's Lawsuit
------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard granted Kimberly Nifong
Mitchell's motion for summary judgment in the lawsuit filed
against her by husband, Brian Keesee.

Ms. Mitchell and Mr. Keesee were married, but separated, and were
pitted against one another in a lawsuit in New Hanover County
District Court.  The domestic action was resolved by way of a
settlement agreement and order, voluntarily executed by both
parties and filed on May 18, 2011.  Both parties further
acknowledged that the provisions of the order were "fair, just,
and reasonable" and would be "just as effective as if the Order
had been entered after a contested trial on the merits." As one of
the conditions of the agreement, Mr. Keesee gave up his right to
"sue" Ms. Mitchell.

Mr. Keesee instituted the present adversary proceeding March 19,
2012, seeking a determination that Ms. Mitchell's Nov. 7, 2011
transfers of 8601 E. Oak Island Drive, 4255 Long Beach Road, and
6628 Kings Lynn Drive were made with the intent to hinder, delay,
and/or defraud a creditor or officer of the estate and requesting
denial of Ms. Mitchell's discharge under 11 U.S.C. Sec. 727(a)(2).

Ms. Mitchell filed the motion for summary judgment, asserting that
Mr. Keesee was precluded from initiating the adversary proceeding
under the terms of the order in the domestic action.  Ms. Mitchell
also attached an excerpt from the Oct. 24, 2012 deposition of Mr.
Keesee, who conceded that he had never sought to have the order
modified, nor had he ever appealed it.  Counsel for Mr. Keesee did
not file a response to the motion for summary judgment, but did
appear at the hearing to oppose the motion.

According to Judge Leonard, there is no genuine issue of material
fact that Mr. Keesee gave up his right to institute a lawsuit
against Ms. Mitchell, and therefore had no right to commence the
adversary proceeding.  Accordingly, the motion for summary
judgment is granted.

The case is, BRIAN KEESEE, Plaintiff, v. KIMBERLY NIFONG MITCHELL
Defendant, Adv. Proc. No. 12-00048-8-JRL (Bankr. E.D.N.C.).  A
copy of the Court's Feb. 22, 2013 Order is available at
http://is.gd/ySJPLZfrom Leagle.com.

Ms. Mitchell filed a voluntary Chapter 11 petition (Bankr.
E.D.N.C. Case No. 11-08880) on Nov. 21, 2011.


LEHMAN BROTHERS: LBI and Lehman Europe Resolve Intercompany Claims
------------------------------------------------------------------
The trustee for Lehman Brothers Inc., Lehman Brothers Holdings
Inc. and certain of its debtor and non-debtor subsidiaries, and
the Joint Administrators of Lehman Brothers International (Europe)
have entered into two separate agreements settling all
intercompany claims between LBI on the one part, and LBHI and LBIE
on the other part. The LBI Trustee today filed motions seeking
approval of the agreements with the U.S. Bankruptcy Court.

These separate agreements settle billions of dollars of complex
intercompany claims and liabilities between the parties.  The
settlement agreements also provide a final resolution of all legal
and factual issues regarding intercompany relationships between
LBI and LBHI and between LBI and LBIE, avoiding the need for
costly litigation.  The settlement agreements, along with a number
of related motions, are subject to approval by the U.S. Bankruptcy
Judge in the LBI Securities Investor Protection Act (SIPA)
proceeding, the Honorable James M. Peck, and in the case of the
agreement between LBI and LBIE, an order of the English High
Court.

Upon approval, the settlements will allow LBI's Trustee to proceed
with plans to allocate and distribute sufficient cash and
securities to LBI's customer claimants, including LBHI and LBIE,
to enable the LBI Trustee to satisfy valid customer claims in
full.  This is a critical step in obtaining significant value to
return to LBIE's counterparties included in its Omnibus Claim and
to LBHI's creditors.

As part of the resolution, the parties have also agreed to a
protocol for the settlement of claims remaining against the LBI
estate as the Trustee focuses on liquidating remaining assets and
the allowance of general estate claims.  Pursuant to the protocol
following court approvals, the Trustee will file periodic, public
reports regarding the general estate with the Bankruptcy Court.

James Giddens, Trustee for the liquidation of LBI, said: "After
more than four years of arduous negotiations involving the
analysis of hundreds of thousands of transactions with unique
legal challenges, on behalf of myself and the hundreds of
professionals involved, we are delighted that these agreements
have been reached.  We are also grateful to SIPC and the SEC for
their assistance in these matters.  If judicially approved and
implemented, securities customers should receive full satisfaction
of their claims and distributions from the general estate will be
facilitated."

Daniel Ehrmann, LBHI's head of international operations and co-
head of derivatives, said: "This milestone agreement with LBI
resolves billions of dollars of complex intercompany claims,
provides LBHI and its affiliates more than $2.3 billion in
customer claims and $14 billion in general unsecured claims,
avoids costly and extensive litigation, and contributes
significantly to recoveries for LBHI's creditors.  The settlement
represents an enormous effort over many years by multiple
dedicated professionals and powerfully underscores the benefits of
reaching a consensual settlement rather than pursuing litigation.
The settlement, consistent with the views of the global creditor
base, will enable LBHI to accelerate distributions to creditors
with allowed claims."

Tony Lomas, LBIE Joint Administrator, said, "This is a defining
transaction for the LBIE estate and one in which the whole LBIE
team has played an important part.  The depth and complexity of
the business relationship between LBIE and LBI, the Client and
House components, the different insolvency regimes and the sheer
size of the claims in both directions makes this by some
significant margin the most complex inter affiliate settlement
completed in the Lehman insolvency.  It paves the way for a $9
billion consensual asset return plan for LBIE's underlying Omnibus
claimants and will also enable us to set a clearer path to address
a number of the remaining issues for our unsecured creditor
estate, as well as members of our client money and client asset
communities."

The LBIE Joint Administrators continue to target the end of
February to publish the terms of their consensual proposal to the
underlying Omnibus claimants, on how the recovery proceeds will be
distributed amongst them. In addition, LBIE intends to provide
claimants with an update on the portfolio of the securities that
are set to be returned under the LBI settlement agreement as well
as an update into the likely financial impact of the agreement in
its next progress report, due by mid-April.

Certain key terms of the LBI/LBHI agreement are:

-- LBHI's customer claims against LBI will be allowed in an amount
   of $2.320 billion (valued as of September 19, 2008), in respect
   of which LBHI will receive the following distribution:

   (1) a cash distribution of $1.977 billion from the LBI estate,
       which includes cash in lieu of certain securities and cash
       receipts from post-petition redemptions and maturities in
       connection with certain securities,

   (2) $350 million of consideration from Lehman ALI Inc. in the
       form of an assignment of a settled intercompany note
       between Lehman ALI Inc. and LBI to LBHI, LOTC and LBSF, and

   (3) the return of securities from the LBI estate.

-- LBI will allow LBHI a claim for post-petition dividends and
   interest through December 31, 2012, of approximately $122
   million, as well as any other post-petition dividends and
   interest collected by the Trustee with respect to securities
   that make up LBHI's allowed customer claims.

-- LBI will allow LBHI a $240 million priority unsecured claim in
   connection with certain tax-related disputes resolved through
   the settlement.

-- LBHI will be allowed general unsecured claims of $13.984
   billion (including $1.5 billion relating to a subrogated claim
   by JP Morgan against LBI).

-- The settlement is conditional on numerous items including the
   Trustee achieving 100% payout on remaining customer claims.

The key terms of the LBI/LBIE agreement (which are consistent with
the outline terms agreed in principle in October 2012) are:

-- LBIE's Omnibus customer claim against LBI will be allowed in an
   amount of approximately $7.5 billion (valued as of
   September 19, 2008). Taking a November 30, 2012, value date,
   LBIE values the settled claim in the amount of approximately
   $8.4 billion made up of cash and securities, and this claim
   will be augmented by post-filing income of approximately $600
   million.

-- LBIE's House claim against LBI will be allowed in an amount of
   exactly $500 million in cash as a customer claim and a further
   amount of exactly $4.0 billion as a general estate claim. LBI's
   unsecured claim against LBIE will be eliminated entirely.

-- LBI's Client Money claim against LBIE and the former's
   custodied assets held by LBIE will be assigned to LBIE's
   nominee and LBIE respectively.

-- LBI will create a reserve of exactly $777 million to deal with
   certain claims into LBIE from Barclays Capital Inc. arising
   from the LBI/Barclays Asset Purchase Agreement dated
   September 16, 2008.

-- All litigation will cease between the parties and all other
   claims will be released.

-- The settlement is conditional on the following:

-- The elimination of duplicate claims filed by claimants into the
   LBI estate. This is intended to ensure that no unnecessary
   reserves are required to be made by LBI that will dilute
   distributions to customer property claimants and similarly
   ensure that claimants do not make a double recovery.

-- The Trustee achieving 100% payout on remaining customer
   property claims.

-- The approval of the Post Filing Income methodology which shares
   post filing dividends and interest amongst customer property
   claimants according to the actual securities distributed by
   LBI.

-- The approval of the Trustee's allocation motion to identify the
   amount of realizations to be credited as customer property.

-- Receipt of U.S. Bankruptcy Court approval and an order of the
   English High Court for the LBI/LBIE agreement and U.S.
   Bankruptcy Court approval for the LBI/LBHI agreement.

Contacts:

For LBI: Media

   United States:      Jake Sargent
                       Tel: 202-569-5086

   United Kingdom:     James Acheson-Gray
                       Tel: +44 772 520 6970.

For LBHI: Media

         Kimberly Macleod
         Tel: 646-285-9215
         E-mail: kmacleod@lehmanholdings.com

For LBIE: Media

         Stephanie Howel
         Tel: +44 (0)20 7213 2421
         E-mail: stephanie.howel@uk.pwc.com

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Creditors to Benefit from New Deal, Says SIPC
--------------------------------------------------------------
The Securities Investor Protection Corporation (SIPC) says
customers and creditors will be the beneficiaries of the
resolution of billions in intercompany claims under two sets of
agreements, one between the Lehman Brothers Inc.  (LBI) Trustee
and Lehman Brothers Holdings Inc. and certain of its debtor and
non-debtor subsidiaries (LBHI) and the other between the LBI
Trustee and the Joint Administrators Lehman Brothers International
(Europe) (LBIE).

Under the agreements, securities customers should receive full
satisfaction of their claims and distributions from the general
estate will be facilitated, according to James W. Giddens, Trustee
for the liquidation of LBI under the Securities Investor
Protection Act (SIPA).

The SIPC applauds the hard work of Trustee Giddens and his
attorneys to reach the agreements and avoid time consuming and
costly litigation that would have held up the return of customer
property.

The resolutions unlock value of the LBI estate, reducing LBIE
customer claims from approximately $24 billion to approximately $8
billion which can be returned to LBIE's underlying Omnibus
claimants, and reduce LBHI customer claims from approximately
$19.9 billion to approximately $2.3 billion.

The agreements also contribute significantly to recoveries for
LBI's general creditors, and will help make clear a path to
address remaining issues for creditors of the estate.  A protocol
has been agreed to by all parties for the settlement of claims
remaining against the LBI estate as the Trustee focuses on
liquidating remaining assets.

SIPC President Stephen Harbeck said: "Trustee Giddens and his team
have reviewed hundreds of thousands of transactions and dealt with
unprecedented legal complexity to achieve these resolutions
without the need for protracted litigation. SIPC always looks to
maximize the return of property to customers, and through the
Trustee's efforts will now be able to see a full satisfaction of
claims to LBI securities customers without further delay. SIPC
looks forward to the approval of these agreements by the U.S.
Bankruptcy Court and English High Court."

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: S&P Granted Top Grades to Doomed CDO
-----------------------------------------------------
Sarah Mulholland, writing for Bloomberg News, reported that one
of the dozens of deals named in the U.S. Department of Justice's
Feb. 4 lawsuit against credit-rating company Standard & Poor's is
the $1.5 billion collateralized debt obligation issued by a unit
of New York Life Insurance Co., which was underwritten by Lehman
Brothers Holdings Inc.

The Corona Borealis CDO, named after the Northern sky
constellation, defaulted less than a year after it was issued in
April 2007, Bloomberg said.

Bloomberg related that Eastern Financial Florida Credit Union
lost its investment after purchasing a portion of the Corona
Borealis CDO, relying in part on Standard & Poor's assessment of
the securities, according to the Justice Department's complaint
filed in federal court in Los Angeles.  The U.S. is seeking
penalties against S&P and its New York-based parent, McGraw-Hill
Cos. that may amount to more than $5 billion, based on losses
suffered by federally insured financial institutions.

S&P was aware of its influence over such firms, and knowingly
"devised, participated in, and executed a scheme to defraud
investors," according to the complaint, Bloomberg further
related.

Bloomberg also related that the complaint said S&P gave more than
half of the Corona Borealis deal its highest AAA grade.  Its
largest competitor, Moody's Investors Service, offered an
equivalent Aaa on the same portions. About 50 percent of the deal
was linked to subprime mortgage bonds carrying grades of BBB or
below, according to the Justice Department lawsuit. BBB is the
second-lowest rung of investment grade on the rater's scale.

Bloomberg, citing a prospectus, said New York Life's deadline for
purchasing the collateral was July 9, 2007. Eligible collateral
included credit-default swaps used to wager on the likelihood of
subprime home-loan failures. The completion of the deal was
contingent upon garnering AAA grades from the rating companies.

On June 28, 2007, S&P "authorized immediate large-scale negative
rating actions on non-prime RMBS," Bloomberg added, citing the
government complaint. The downgrades didn't affect the ratings on
the Corona Borealis deal, which defaulted in February 2008, the
complaint says.

The case is U.S. v. McGraw-Hill, 13-00779, U.S. District Court,
Central District of California (Los Angeles).

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Sues SBS Over Dividend Non-Payment
---------------------------------------------------
Lehman Brothers Holdings Inc. filed a lawsuit against Spanish
Broadcasting System Inc. for allegedly failing to pay $29.36
million in preferred stock dividends, Bloomberg News reported.

The company alleged that SBS is contractually bound to pay the
dividends and cannot incur more debt until it does, yet has not
paid Series B dividends since 2009 and added hundreds of millions
in debt in 2011 to 2012, including a $275 million refinancing.

The lawsuit was filed in Delaware Chancery Court, according to
the report.

                        *     *     *

Joseph Otchin, Esq., at Kaye Scholer LLP, in New York, disclosed
that his firm represents Spanish Broadcasting System, Inc.  He
also filed with the Court copies of (i) a Form 8-K filed with the
U.S. Securities and Exchange Commission on October 10, 2008, (ii)
an executed Payoff Letter dated as of February 7, 2012, (iii) a
credit opinion issued by Moody's Investor Service, dated as of
October 15, 2008, and (iv) a report issued by Standard & Poor's,
dated as of October 16, 2008.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LITTLEFIELD TEXAS: S&P Raises Debt Rating to 'BB'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term and underlying rating (SPUR) on Littlefield, Texas' general
obligation (GO) debt to 'BB' from 'B'.  The outlook is stable.

"The upgrade reflects the city's implementation of several revenue
enhancement measures and expenditure cuts that have improved its
financial position and ability to meet its long-term debt
obligations," explained Standard & Poor's credit analyst Omar
Tabani.

The rating reflects S&P's view of the city's:

   -- Revenue enhancement measures  to handle the fiscal stress
      arising from the vacancy of the Bill Clayton Detention
      Center (BCDC);

   -- Historically weak, albeit improving, general fund reserves;
      and

   -- Limited local economy and property tax base

In 2000 and 2001, Littlefield issued roughly $10 million in
certificates of obligation to finance the construction of the
BCDC.  The city intended to repay the certificates with revenues
generated by the facility, which has been vacant since 2009 after
the expiration and nonrenewal of several contracts.

"The detention center's vacancy and subsequent lack of revenue
placed fiscal stress on the city," added Mr. Tabani, "resulting in
a depletion of available cash in its BCDC fund to make debt
service payments, and culminating in a draw on its debt service
reserve fund to make its August 2010 debt service payment."

Littlefield, with a population estimate of 6,372, is the seat of
Lamb County, 35 miles northwest of Lubbock.

"The stable outlook reflects our opinion that the revenue
enhancement measures and expenditure cuts Littlefield enacted will
likely allow it maintain its financial position and pay debt
service on BCDC-related debt while the facility remains vacant,"
said Mr. Tabani.


MARKETING WORLDWIDE: Southridge Holds 9.9% Stake at Feb. 25
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Southridge Partners II LP disclosed that, as
of Feb. 25, 2013, it beneficially owns 140,800,000 shares of
common stock of Marketing Worldwide Corporation representing 9.9%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/XmU1CD

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

Marketing Worldwide incurred a net loss of $11.11 million for the
year ended Sept. 30, 2012, compared with a net loss of $2.27
million during the prior year.

Marketing Worldwide's balance sheet at Sept. 30, 2012, showed
$1.19 million in total assets, $16.24 million in total liabilities
and a $15.05 million total deficiency.

RBSM, LLP, in New York, 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
generated negative cash flows from operating activities,
experienced recurring net operating losses, is in default of
certain loan covenants, and is dependent on securing additional
equity and debt financing to support its business efforts which
factors raise substantial doubt about the Company's ability to
continue as a going concern.


METEX MFG: Committee Taps Gilbert LLP, Legal Analysis
-----------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Metex Mfg. Corporation, f/k/a Kentile Floors,
Inc., asked authority from the U.S. Bankruptcy Court for the
Southern District of New York to retain:

   -- Gilbert LLP (Contact: Kami E. Quinn, Esq.) as special
      insurance counsel to be paid the following hourly rates:
      $650-$1,000 for partners, $260-$550 for Of
      Counsel/Associates, $175-$290 for Paralegals/Litigation
      Support, and $150 for Law Clerks; and

   -- Legal Analysis Systems, Inc. (Contact: Dr. Mark A.
      Peterson), as consultant on the valuation of the Debtor's
      asbestos liabilities, to be paid the following hourly rates:
      $800 for Dr. Peterson, $540 for Dr. Daniel Relles, $525 for
      Dr. James Dertouzos, $355 for Patricia Ebener, and $300 for
      Cord Thomas.

The two firms separately assured the Court that each of them is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the interests of the Creditors' Committee.  Gilbert LLP,
however, disclosed that it received a total of $133,435 from the
administrative escrow for its fees and out-of-pocket costs
incurred in connection with its representation of the ad hoc
committee of asbestos-related claims holders, while LAS said it
received a total of $45,822 from the administrative escrow for its
fees and out-of-pocket costs incurred in connection with its
services to the Ad Hoc Committee.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case


MF GLOBAL: Aurelius Backs JPMorgan Bid to Pursue Claim
------------------------------------------------------
Aurelius Capital Management LP expressed support for court
approval of JPMorgan Chase Bank's bid to prosecute claims against
MF Global Holdings Ltd.

JPMorgan earlier asked for approval to prosecute MF Global
Finance's claim against the holding company in a bid to knock out
a $928 million claim against the finance unit.

JPMorgan arranged for a $1.2 billion liquidity facility for MF
Global, of which about $928 million was transferred to the finance
unit prior to the holding company's bankruptcy filing.  The
transfer resulted in the finance unit owing money to both the
holding company and the lenders, including Aurelius.

In a Feb. 25 court filing, Aurelius said the double liability
would "substantially decrease" distribution to the finance unit's
creditors while resulting in a windfall to creditors of MF Global.

"Such a result is clearly inequitable and not in the best interest
of [finance unit's] creditors," Aurelius said in the court filing.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
on Nov. 3 last year, according to Bloomberg News.


MF GLOBAL: Asks Court to Disallow 35 Amended Claims
---------------------------------------------------
Louis Freeh, the trustee of MF Global Holdings Ltd., asked the
U.S. Bankruptcy Court for the Southern District of New York to
disallow 35 amended claims.  The claims are listed at http://is.gd/2OsFAP

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
on Nov. 3 last year, according to Bloomberg News.


MODERN PRECAST: Completes Sale, Now Known As VCW Enterprises
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Modern Precast Concrete, Inc. to change name and case
caption to VCW Enterprises Inc., doing business as M & W Precast,
formerly known as Modern Precast Concrete, Inc., et al.,

The Debtor said that with the sale of the assets pursuant to an
asset purchase agreement with Oldcastle Precast, Inc., it has to
change its name and case caption.

After filing for bankruptcy, the Debtors contacted 222 interested
parties and signed confidentiality agreements with 45 parties.
But the marketing process did not  result in any party submitting
a bid for some or all of the purchased assets, thus the auction
slated for Jan. 14 was cancelled.

Thus, Oldcastle Precast, the stalking horse bidder, is purchasing
the assets for $7,800,000, subject to adjustments.

A copy of the order approving the sale is available for free at
http://bankrupt.com/misc/MODERNPRECAST_sale_order.pdf

                       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.  Griffin Financial Group, LLC serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.


MORGAN INDUSTRIES: DIP Facility Maturity Extended March 15
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Morgan Industries Corporation, et al., approved, on a
final basis, amendments to a DIP financing agreement with Bank of
America.

The BofA DIP facility gave the Debtor access to  a senior secured
priming and superiority debtor- in-possession revolving credit
facility with a commitment amount equal to $2,000,000 which would
fund operations pending a sale of the assets.

The salient terms of the DIP Amendment are:

   * The maturity Date will be extended until March 15, 2013, or
     such later date as extended by the written consent of the DIP
     Lender.

   * The Debtors will have additional availability under the
     DIP Facility to pay operating expenses of the Debtors
     approved by the DIP Lender in an amount of $264,000.

   * Payment of professional fees: (i) $270,000 of the net
     proceeds from the sale of the Alachua Property and St.
     Augustine Property will be applied towards the payment of the
     Debtors' and Committee's allowed Professional Fees (excluding
     the Professional Fees of Keen), incurred between Oct. 1,
     2012, and Jan. 31, 2013, in accordance with the terms of the
     professional fee budget and agreement; (ii) the net proceeds
     from the sale of the Salisbury Property (less the $100,000
     Additional Unsecured Creditor Payment) will be applied pro
     rata towards the payment of the Debtors' counsel and
     financial advisor and Committee's allowed Professional Fees
     (excluding the Professional Fees of Keen), incurred between
     the Petition Date and Sept. 30, 2012, in accordance with the
     terms of the agreement.

   * $230,000 (consisting of $130,000 of the Net Proceeds from the
     sale of the Alachua Property and St. Augustine Property and
     $100,000 of the Net Proceeds from the sale of the Salisbury
     Property) will be transferred to a Liquidating Trust (once
     established) for the sole benefit of the allowed general
     unsecured creditors.

   * the lender agrees to allow up to $20,000 of the available
     cash on hand to be used to pay the costs and expense incurred
     in the creation and administration of the Liquidating Trust.
     In the event there is not up to $20,000 of Cash on Hand
     available to pay the costs and expenses of the Liquidating
     Trust, the lender agrees to fund the difference between the
     available cash on hand and up to $20,000.

   * the Debtors will enter into an agreement to sell the Alachua
     Property and St. Augustine Property on terms and conditions
     acceptable to the DIP Lender in its sole discretion, which
     sale will close on or before Jan. 31, 2013.

   * the Debtors will use their best efforts to enter into a
     purchase agreement to sell the Millville Property on terms
     and conditions acceptable to the DIP Lender.  If the Debtors
     are unable to locate a purchaser for the Millville Property
     by Dec. 31, 2012, the Debtors will commence a naked auction
     process in accordance with the terms outlined in the DIP
     Amendment.

The Official Committee of Unsecured Creditors objected to the
approval of the DIP Amendment stating that it nullifies the Bank
of America/Committee Settlement that was the basis for the
Committee's consent to the final DIP order and represents a
complete abrogation of the Debtors' duties to their estates and
general unsecured creditors.  The Committee added that if the
Debtors are unable to pay the costs of liquidation from sale
proceeds, the Court must dismiss the chapter 11 cases.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D.N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

The Debtors disclosed $53 million in total assets and $80 million
in total liabilities as of the Chapter 11 filing.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.

The Debtors have filed a plan of liquidation with the Official
Committee of Unsecured Creditors as co-proponent.  The Plan is a
liquidating plan and does not contemplate the continuation of the
Debtors' businesses.  The Debtors have substantially completed
liquidating most, if not all, of their operating assets.


MSR RESORT: Ch. 11 Plan Approval Triggers Appeal
------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that an alternative
investment fund that invested in MSR Resort Golf Course LLC said
Monday that it will appeal a New York bankruptcy judge's approval
of the resort owner's Chapter 11 plan and $1.5 billion asset sale.

The report said though an actual appeal has not yet been filed,
Five Mile Capital Partners LP submitted a court filing indicating
its intent to do so. U.S. Bankruptcy Judge Sean H. Lane on Friday
approved the reorganization plan, under which four of MSR's
resorts will be sold to a Singaporean wealth fund, the report
added.

                         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.

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.


MTS LAND: U.S. Bank Says Plan is Unconfirmable, Wants Lift Stay
---------------------------------------------------------------
U.S. Bank National Association submitted to the Bankruptcy Court a
trial brief in support of its motion to modify and terminate the
automatic stay with respect to 68 acres of real property in
Paradise Valley, Arizona.

According to U.S. Bank, the Debtors' Chapter 11 plan is
unconfirmable as a matter of law, and this fundamental flaw
compels the Court to grant U.S. Bank's stay relief motion.

Under Section 1129(b)(2)(A), U.S. Bank noted, the Debtors cannot
take away U.S. Bank's existing lien on the entire property, and
replace it with a different lien that deteriorates as the
Reorganized Debtor sells off individual parcels.  Nor can the
Debtors avoid the legislative zoning process, and all the
procedural checks and balances designed to give all affected
parties an opportunity to be heard, the bank said.

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.

According to the disclosure statement in support of their First
Amended Chapter 11 Plan of Reorganization that was filed mid-
January, debtors MTS Land, LLC, and MTS Golf, LLC, have a 100%
payment plan notwithstanding that the plan impairs certain classes
of creditors.


NEP/NCP HOLDCO: Loan Repricing Has No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's Investors Service said that NEP/NCP Holdco, Inc.'s plans
to reprice its $470 million first lien term loan and issue $60
million of incremental first lien term loan to prepay a portion of
second lien term loan will not impact NEP's B2 corporate family
rating or stable outlook. NEP expects to use its revolver to fund
the approximately $8 million call premium and transaction fees.

Assuming all lenders consent to repricing and the incremental
amount is fully subscribed, Moody's estimates annual interest
savings of approximately $4.5 million, which will pay off the $8
million fees in just under two years. As such Moody's believes the
transaction improves NEP's free cash flow and liquidity profile.

The transaction will not impact NEP's total leverage at
approximately 5.5 times (pro forma for the buyout and acquisitions
consummated during 2012). It does increase first lien leverage by
almost 0.6 times due to the incremental term loan and borrowings
under the revolver, but the shift in debt capital is not
sufficient to warrant a change in the B1 rating on the first lien
or the Caa1 rating on the second lien.

NEP provides outsourced media services necessary for the delivery
of live and broadcast sports and entertainment events to
television and cable networks, television content providers, and
sports and entertainment producers. Its major customers include
television networks such as ESPN, and key events it supports
include The Super Bowl, the Olympics and NASCAR races, as well as
entertainment shows such as American Idol and The Voice. The
company's majority owner is Crestview Partners and it maintains
its headquarters in Pittsburgh, Pennsylvania. Annual revenue pro
forma for acquisitions is approximately $350 million.


NORANDA ALUMINUM: Moody's Assigns Caa1 Rating to Sr. Notes Offer
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to senior
unsecured notes being offered by Noranda Aluminum Acquisition
Corporation. At the same time, Moody's affirmed the company's B2
Corporate Family Rating, B2-PD Probability of Default Rating and
Ba3 rating on its senior secured term loan due February 2019,
which is being increased by a $60 million add-on. The SGL-3
Speculative Grade Liquidity Rating remains unchanged. The outlook
is negative. Noranda intends to use the net proceeds of the
offering to repay outstanding balances under its existing floating
rate global notes due May 2015 ($275 million outstanding, "2015
Notes"). The rating of the 2015 Notes will be withdrawn once the
instruments have been fully redeemed.

Ratings Rationale:

Noranda's B2 Corporate Family Rating reflects the company's strong
relationships with its customer base and good position within
markets served. Additionally, continued focus on cost control and
cost reduction under its "Cost-Out, Reliability and Effectiveness"
program, as well as the benefits to its overall cost position from
its alumina refinery and bauxite operations are expected to
continue to provide some mitigation to the volatility of aluminum
prices and input costs. These latter benefits are derived from the
earnings generated by third party sales of both excess bauxite and
aluminum, which the company views as a reduction to overall
production costs in its primary aluminum operations.

At the same time, the rating reflects Noranda's relatively small
size, its earnings leverage to performance of the primary metal
business, fundamental challenges in the aluminum markets, and the
reliance of this business on a single smelter and refinery - which
leaves the company exposed to any future disruptions at the New
Madrid, Missouri smelter and Gramercy, Louisiana refinery. While
the downstream operations add a level of relative stability, their
EBITDA contribution is still likely to remain small relative to
the more commodity-like primary aluminum and alumina segments,
absent a significant increase in production capacity. The upstream
primary operations will remain the dominant earnings driver and
will continue to reflect the cyclicality of the aluminum price and
demand levels. The rating also reflects the company's exposure to
volatility in the cost of key inputs such as energy and caustic
soda.

Moody's believes that meaningful improvement in the company's
credit metrics will likely be impeded by continued weakness in the
global aluminum markets within the foreseeable time horizon as a
result of lingering global economic uncertainty, sluggish demand,
and relatively weak aluminum prices. Consequently, Moody's expects
debt protection metrics such as debt-to-EBITDA to trend at or
slightly above 5.5 times and EBIT-to-interest to average around
1.0 times within the next 12 to 18 months.

The SGL-3 speculative grade liquidity rating reflects Moody's
expectations for reduced EBITDA and cash flow, leading to higher
borrowings under the company's revolver in the next 12 months.
Furthermore, it is unlikely that the company will scale back
capital expenditures in the near term as the company must invest
in improving the reliability of its operations given its reliance
on both a single-location smelter and refinery. As a result,
Moody's believes that Noranda will generate negative free cash
flow (cash from operations less capital expenditures and
dividends) during the forecast period.

The Ba3 senior secured term loan rating reflects its priority
position in the capital structure and the benefit of the loss
absorption provided by the unsecured debt below this instrument.
Borrowings under the term loan are secured on a first priority
basis on assets other than inventory and accounts receivables,
which are pledged on a first lien basis to the ABL ("ABL priority
collateral"). The term loan has a second lien position on the ABL
collateral. The Caa1 rating on the senior unsecured notes reflects
the effective subordination of these instruments to a substantial
amount of first lien secured debt and priority accounts payables,
and the expectation of a considerable loss in value in a default
scenario.

The negative outlook incorporates Moody's expectation that
earnings and cash flow generation will remain weak in 2013 absent
a catalyst that could lead to a broad based recovery in aluminum
prices over the next 12 to 18 months. Consequently, leverage is
expected to remain high over the same period. The negative outlook
also reflects Moody's view that the company may experience further
deterioration in its credit and liquidity profiles.

Noranda's rating could be downgraded if LME aluminum prices were
to further decline from currently weak levels and production costs
were to escalate, or the company's operations encountered
disruptions leading to a deterioration in operating performance
and credit metrics. Furthermore, the rating could be downgraded
should the company engage in aggressive financial policies that
result in a material impact on its leverage profile. Specifically,
the rating could be lowered if credit metrics were to deteriorate
and unlikely to improve such that adjusted debt-to-EBITDA were
sustained above 5.5 times, EBIT-to-interest below 1.0 times, or if
cash flow remained negative over a longer than expected time
horizon.

At this point, a positive outlook or upgrade is unlikely, given
Moody's expectations for reduced profitability, weaker credit
metrics, the company's relatively small size, reliance on one
smelter and refinery, exposure to the cyclicality of aluminum
price and demand swings. In addition, uncertainty over financial
policies is a further limiting factor.

Assignments:

Issuer: Noranda Aluminum Acquisition Corporation

Senior Unsecured Regular Bond/Debenture, Assigned Caa1, (LGD5,
83%)

Affirmations:

Issuer: Noranda Aluminum Acquisition Corporation

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Senior Secured Bank Credit Facility Feb 18, 2019, Affirmed Ba3,
(LGD3, 32%)

Senior Unsecured Regular Bond/Debenture May 15, 2015, Affirmed
Caa1, (LGD5, 81%)

Speculative Grade Liquidity Rating - SGL-3

The principal methodology used in this rating was the Global Steel
Industry Methodology published in October 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Franklin, Tennessee, Noranda Aluminum Acquisition
Corporation directly owns Noranda Aluminum, Inc. and indirectly
controls Noranda Aluminum Inc.'s subsidiaries. The group's
ultimate parent and holding company is Noranda Aluminum Holding
Corporation. Noranda is involved in primary aluminum production at
its New Madrid, Missouri smelter and in downstream operations
through four rolling mills. During the fiscal year ending December
31, 2012, Noranda shipped approximately 497 million pounds of
primary aluminum to external customers and 379 million pounds of
fabricated products, generating revenues of $1.4 billion.


NORANDA ALUMINUM: S&P Affirms 'B' CCR & Rates $225MM Notes 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Franklin, Tenn.-based Noranda Aluminum
Holding Corp. (Noranda).  The rating outlook is stable.

At the same time, S&P assigned its 'CCC+' issue-level rating (two
notches below the corporate credit rating) to the proposed
$225 million senior unsecured notes of Noranda Aluminum
Acquisition Corp., a subsidiary of Noranda.  S&P also assigned a
recovery rating of '6', indicating its expectation for negligible
(0% to 10%) recovery in the event of payment default.

S&P also lowered its issue-level rating on Noranda Aluminum
Acquisition's proposed upsized $385 million term loan to 'B' (the
same as the corporate credit rating) from 'B+'.  S&P also revised
its recovery rating to '3' from '2', indicating its expectation
for meaningful (50% to 70%) recovery in the event of payment
default.

The company plans to use the proceeds from the proposed issuances
to repay Noranda Aluminum Acquisition's existing floating rate
notes due 2015, pay transaction-related fees and expenses, and add
cash to the balance sheet.

The ratings on Noranda reflect the company's "vulnerable" business
risk profile and "aggressive" financial risk profile.  "The
vulnerable business risk reflects Noranda's limited operating
diversity, its exposure to the highly cyclical aluminum industry,
and its relatively high cost position--absent earnings from
credits from bauxite and alumina sales," said Standard & Poor's
credit analyst Megan Johnston.  "Its aggressive financial risk
profile reflects our expectation that the company will maintain
leverage of between 4x to 5x, funds from operations to debt of
about 15%, and adequate liquidity."

Noranda, a primary aluminum producer with downstream operations,
has a vertically integrated upstream segment, which can account
for more than 80% of EBITDA.  However, this segment only operates
one smelter, thus highlighting the risk S&P associates with the
company's limited operating diversity, as any disruption could
severely weaken overall financial results.

"In our view, the aluminum industry is cyclical and volatile, and
profitability suffered during the economic downturn.  In the near
term, we expect that because of global economic uncertainty,
prices will likely be weak and improvement may be erratic.
However, we believe that supply and demand should gradually come
into better balance either through increased demand as the economy
recovers, or -- in the absence of economic improvement -- through
additional curtailments of smelting capacity globally, which
should shore up pricing.  The stable rating outlook reflects our
view that aluminum prices should increase over 2012 levels,
leading Noranda to maintain leverage metrics of between 4x and 5x,
which we would consider to be in line with the current rating.  We
also expect liquidity to remain adequate to fund capital
expenditures and working capital," S&P said.

"We could lower the rating if aluminum prices remain at near 2012
levels, such that Noranda's cash burn increases and we no longer
deemed liquidity to be adequate.  We could also lower the rating
if the company were to increase its use of debt to fund dividends
or other shareholder-friendly actions," S&P added.

Though an upgrade seems unlikely over the near term, one could
occur over time if aluminum prices improve such that the company
maintains leverage between 3x and 4x.  This could occur if
aluminum prices rise to and are sustained above $1.00 per pound.


O&G LEASING: Plan Confirmation Hearing Begins
---------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
approved the disclosure statement for the Second Amended Plan of
Reorganization dated Jan. 8, 2013, proposed by O&G Leasing, LLC,
and Performance Drilling Company, LLC.

A preliminary hearing to consider confirmation of the Plan was
slated to begin Feb. 26.

The Plan provides for payment in full of all allowed claims.
Secured and unsecured claims will be paid from Cash on hand and
revenues generated from operations from and after the Effective
Date.  The interest in O&G will be canceled, and the Holder of
such Interest will not receive a distribution under the Plan.

Specifically, the Plan provides that:

    * The WSB secured claim of $4,504,177 (Class 1) will be
restructured pursuant to a new 4 year term-loan pursuant to loan
and security documents substantially similar to the original loan
and security documents and agreements existing between the Debtors
and WSB as of the Petition Date.

    * Holders of the 2009 Senior Debenture Claims (Class 2) will
receive new senior debentures, and holders of the 2009 subordinate
debenture claims (Class 4) will receive new junior debentures.

    * The New Senior Debentures will be issued in the aggregate
allowed amount of $28,372,890, less 70% of all amounts paid as
post-petition payments during the pendency of the cases.  The
principal amount will be amortized over 8 years and bear interest
at 6%, payable quarterly in equal installment payments of
$1,068,894 (assuming an Effective Date of Dec. 31, 2012).  It is
expected that, either through the accumulation and application of
Excess Cash or through early retirement of the new senior
debentures, the Class 2 Claims will be repaid prior to the 8-year
term.

    * The New Junior Debentures will be issued in the aggregate
allowed amount of $8,652,284, less 30% of all amounts paid as
postpetition payments during the pendency of the cases.  The New
Junior Debentures will begin receiving payments in the first
calendar quarter of year 7 and will receive quarterly payments in
equal amounts for 4 years until all new junior debentures have
been retired and paid in full.

    * Holders of general unsecured claims totaling $600,000 (Class
5) each will be paid its pro rata share of quarterly Cash payments
of no less than $100,000 until all these claims are paid in full,
which should occur in the sixth or seventh calendar quarter after
the Effective Date.

    * Holders of interests (Class 8) are impaired, will receive
nothing under the Plan and is therefore conclusively deemed to
reject the Plan.

A copy of the Second Amended Disclosure Statement is available
at http://bankrupt.com/misc/o&gleasing.doc917.pdf

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.

The Company filed for Chapter 11 bankruptcy protection on May 21,
2010 (Bankr. S.D. Miss. Case No. 10-01851).  Douglas C. Noble,
Esq., at McCraney, Montagnet Quin & Noble, PLLC, in Ridgeland,
Mississippi, assists the Debtor in its restructuring effort.  BMC
Group, LLC, serves as the Debtor's voting agent.  The Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1,000,000 and
$10,000,000 in its petition.


OCALA SHOPPES: Files Schedules of Assets and Liabilities
--------------------------------------------------------
The Ocala Shoppes LLC filed with the U.S. Bankruptcy Court for
the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------             -----------     -----------
  A. Real Property                         $0
  B. Personal Property                $60,735
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $103,196,721
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $2,140
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,183,591
                                 -----------     ------------
        TOTAL                        $60,735     $106,382,452

A copy of the Schedules is available at:

          http://bankrupt.com/misc/ocalashoppes.doc43.pdf

                      About The Ocala Shoppes

The Ocala Shoppes LLC, owner and operator of the Market Street at
Heath Brook shopping center on Southwest College Road in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-00125) on Jan. 7, 2012, in Tampa.

The open-air shopping center has 560,000 square feet of retail
space and 70,000 square feet of offices.  Tenants are Dillard's
Inc., Dick's Sporting Goods Inc., and Barnes & Noble Inc.  Ocala
is about 100 miles (160 kilometers) north northeast of Tampa.

Secured lender Bank of America NA obtained an order from state
court in August directing tenants to send rent checks to the bank.

In its petition, the Debtor estimated assets and debts of
$50 million to $100 million.

David S. Jennis, Esq., and Suzy Tate, Esq., at Jennis & Bowen,
P.L., serve as counsel.

Judge Michael G. Williamson presides over the case.


OCALA SHOPPES: Taps H.W. Barrineau to Provide Engineering Services
------------------------------------------------------------------
The Ocala Shoppes LLC asks the Bankruptcy Court for authorization
to employ H.W. Barrineau & Associates to provide professional
engineering and consulting services, including (a) completing any
remaining as-built surveying and reports from initial construction
of the Market Street at Heath Brook property that have not yet
been completed, and (b) continuing to provide professional
engineering services required to address the remediation of
existing on-site stormwater management facilities.

The current hourly standard rates at Barrineau & Assocs are:

a. Principal, Registered Engineer I                  $150
b. Registered Engineer II                            $125
c. Engineer Intern I, Design engineer or Planner     $85
d. Engineer Intern II:                               $75
e. CAD Design Technician:                            $65
f. Engineering Technician:                           $50
g. CAD Draftsman:                                    $65
h. Administrative                                    $45

Fees charged by Barrineau & Assocs are estimated at approximately
$21,300, consisting of $14,000 in connection with the as-built
survey, $800 for the completion report with as-built drawings, and
$6,500 for remediation of stormwater facilities.  The Debtor
proposes to pay Barrineau & Assocs the full amount of their fees
and expenses upon completion of services as an authorized use of
cash collateral.

H.W. Barrineau, the President and Lead Civil Engineer at Barrineau
& Assocs, attests that to the best of his knowledge and from the
information available to him, Barrineau & Assocs does not hold or
represent an interest adverse to the Debtor's estate and does not
have any impermissible connection with the Debtor, any of its
creditors, any party in interest or the United States Trustee.

                      About The Ocala Shoppes

The Ocala Shoppes LLC, owner and operator of the Market Street at
Heath Brook shopping center on Southwest College Road in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-00125) on Jan. 7, 2012, in Tampa.

The open-air shopping center has 560,000 square feet of retail
space and 70,000 square feet of offices.  Tenants are Dillard's
Inc., Dick's Sporting Goods Inc., and Barnes & Noble Inc.  Ocala
is about 100 miles (160 kilometers) north northeast of Tampa.

Secured lender Bank of America NA obtained an order from state
court in August directing tenants to send rent checks to the bank.

In its petition, the Debtor estimated assets and debts of
$50 million to $100 million.

David S. Jennis, Esq., and Suzy Tate, Esq., at Jennis & Bowen,
P.L., serve as counsel.

Judge Michael G. Williamson presides over the case.


OCEAN DRIVE: Miami Beach Hotel Can't Avoid Foreclosure Sale
-----------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that a Florida
bankruptcy judge on Monday refused to delay a planned foreclosure
sale of the Cavalier Hotel on Miami Beach, ruling that the owner's
Chapter 11 plan proposing a sale to hotel operator Grand Heritage
International LLC did not treat a secured lender's $11.6 million
claim fairly.

The report related that in a ruling from the bench, U.S.
Bankruptcy Judge Robert A. Mark said debtor Ocean Drive Investment
LLC had not convinced the court that its amended exit plan could
be confirmed, and denied the debtor's motion to enjoin the sale of
the property.

       About Ocean Drive Investment and the Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami.

The Debtors own the Cavalier Hotel located at Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  The Hotel has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.
Cavalier Hotel LLC is the management company that operates and
manages the Hotel.

Ocean Drive has scheduled assets of $16,000,000 and liabilities of
$10,558,303 as of the Petition Date.  Cavalier Hotel LLC estimated
under $50,000 in assets and at least $10 million in liabilities.

The Debtors are represented by Nicholas B. Bangos, Esq., in Miami.


ORMET CORP: Files for Bankruptcy to Sell to Wayzata
---------------------------------------------------
Ormet Corporation has signed a definitive Asset Purchase Agreement
with Smelter Acquisition, LLC, a portfolio company owned by
private investment funds managed by Wayzata Investment Partners
LLC., in connection with a proposed financial restructuring of
Ormet.

Wayzata-managed funds are also Ormet's largest pre-petition lender
and have agreed to provide Term DIP financing to ensure a smooth
ownership transition to Smelter Acquisition, LLC.  The
restructuring will be implemented through a proceeding in the U.S.
Bankruptcy Court in the District of Delaware, where the Company
filed a voluntary chapter 11 petition Feb. 25.  The Asset Purchase
Agreement, which has been filed with the Court, provides for
Smelter Acquisition, LLC to purchase substantially all the
Company's assets, subject to higher or better offers and
Bankruptcy Court approval.  The Company has received aggregate
commitments of $90 million of DIP Financing, consisting of a $30
million Term DIP financing from Wayzata and a $60 million DIP
facility from Wells Fargo, which will replace its $60 million pre-
petition revolver with Ormet.  Upon Court approval, these DIP
financings should provide sufficient liquidity to meet ongoing
obligations and ensure that the Company's operations continue
without interruption.

"This is a positive and necessary step for Ormet and is in the
best interest of the Company, our employees, suppliers, customers
and other key stakeholders," said Mike Tanchuk, Chief Executive
Officer and President of Ormet Corporation.  "The Chapter 11
filing will allow Ormet to accomplish two important goals.  First,
to sell the company in a controlled process that is designed to
ensure that the highest and best offer is received.  Second, to
restructure the debt and legacy costs while operations continue.
We will come out of this process stronger and better positioned
for the future."  Mr. Tanchuk emphasized that Ormet expects its
day-to-day operations to continue during the Chapter 11
proceedings and sales process.  "We do not anticipate that any
customers or suppliers will experience any change in the way we do
business with them," Mr. Tanchuk said.  "We have secured adequate
financing so that we will be able to pay our vendors in the
ordinary course of business for all goods and services and
customers continue to receive the same quality products to which
they are accustomed."

As a routine matter, Ormet has sought approval to continue the
payment of employee wages, salaries and benefits.  The Company
anticipates that the Court will approve this request in the next
few days.  "We greatly appreciate the ongoing loyalty and support
of our employees," said Mr. Tanchuk.  "Their continued dedication
and focus on producing quality products safely is absolutely
critical to our success going forward. Company management will be
meeting with employees over the next several days."

Mr. Tanchuk acknowledged that the Company's high level of debt and
legacy costs have been obstacles to achieving profitability.
"Ormet has done everything possible during very difficult
financial times to pay its debt and legacy obligations.  However,
with a low metal price and higher power costs, we no longer have
the financial liquidity to continue to do this.  Ormet and its
employees have made great strides in reducing costs, but this is
simply not enough to overcome the headwinds of metal price and
energy costs."

The purchase price for the Company's assets under the Asset
Purchase Agreement with Smelter Acquisition, LLC would consist of
repayment or assumption of the DIP loans, credit bidding of $130
million of Ormet term loans held by Wayzata-managed funds,
delivery of $1 million of buyer securities, and payment of cash
for certain fees and expenses to be incurred in the administration
of the bankruptcy proceedings.  In addition, the buyer would
assume specified normal course liabilities of the Company, but
would not assume many of the Company's legacy liabilities.  It is
not anticipated that the purchase price would be sufficient to
provide any recovery to the Company's shareholders.

The Asset Purchase Agreement is subject to certain conditions,
including satisfactory amendments to the Company's electric power
agreement, collective bargaining agreements and Bankruptcy Court
approval.  In addition, the Company will solicit competing bids
from other potential purchasers in accordance with a sale process
to be approved by the Bankruptcy Court.  Ormet's assets would be
sold to the bidder submitting the highest or otherwise best offer.

                      About Ormet Corporation

Headquartered in Wheeling, West Virginia, Ormet Corporation
-- http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.  The
Company and its debtor-affiliates filed for chapter 11 protection
on January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255).  Adam C.
Harris, Esq., in New York, represents the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy
protection, it listed $50 million to $100 million in estimated
assets and more than $100 million in total debts.  The Company's
chapter 11 plan was confirmed by the Court in April 2005.  Under
the confirmed Plan, Ormet was authorized to break labor contracts,
which resulted in conflicts with the United Steelworkers of
America.


ORMET CORPORATION: Case Summary & 30 Top Unsecured Creditors
------------------------------------------------------------

Debtor-entities that separately filed for Chapter 11:

   Entity                             Case Number
   ------                             -----------
Ormet Corporation                       13-10334
   43840 State Route 7
   Hannibal, OH 43931
Ormet Primary Aluminum Corporation      13-10335
Ormet Aluminum Mill Products            13-10336
Specialty Blanks Holding Corporation    13-10337
Ormet Railroad Corporation              13-10338

Chapter 11 Petition Date: February 25, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Debtor's General
Bankruptcy Counsel:  Dinsmore & Shohl LLP

Debtor's Delaware
Counsel:             Daniel B. Butz, Esq.
                     Erin R. Fay, Esq.
                     Robert J. Dehney, Esq.
                     MORRIS, NICHOLS, ARSHT & TUNNELL LLP
                     1201 N. Market Street, 18th Floor
                     Wilmington, DE 19801
                     Tel: 302-575-7348
                     Fax: 302-658-3989
                     E-mail: dbutz@mnat.com
                             efay@mnat.com
                             rdehney@mnat.com

Debtor's Claims
& Noticing Agent:    KURTZMAN CARSON CONSULTANTS, LLC

Total Assets: $406,819,000

Total Debts: $416,009,000

Holders of more than 5% of the Company's voting securities:

     * UBS Willow Fund LLC
     * Fidelity Leverage Company Stock Fund
     * Affiliates of Wayzata Investment Partners LLC

The petition was signed by James Burns Riley, Chief Financial
Officer, Treasurer and Secretary.

List of the Debtors' 30 Largest Unsecured Creditors:

   Name of Creditor                        Amount of Claim
   ----------------                        ---------------
Ormet Pension Plan                            $143,025,000
PO Box 176
Hannibal, OH 43931

Ormet Hannibal Hourly VEBA                     $48,388,000
PO Box 176
Hannibal, OH 43931

American Electric Power                        $33,239,000
PO Box 24401
Canton, OH 44701

Steelworkers Pension Trust                      $6,200,000
Seven Neshaminy Interplex
Ste. 301, PO Box 660
Trevose, PA 19053

Ormet Salaried VEBA                             $4,875,000
PO Box 176
Hannibal, OH 43931

Chalco Henan International                      $4,650,000
Trading Co., Ltd.
No. 111 JIyuan rd., 4th Flr
Shangje District
Zhengzhou, China

Jackson Pension Plan                            $3,841,000
PO Box 176
Hannibal, OH 43931

Mid-Ship Group LLC                              $1,935,000
145 West Main
Port Washington, NY 11050

Mountainstate Blue Cross                        $1,800,000
PO Box 7026
Wheeling, WV 26003

Jinan Aohai Carbon Products Co. Ltd.            $1,550,000
Kongcun Town Pingyin County
Jinan City
Shandong Province, China

Hydro Aluminum International SA                   $560,000
Route De Chavannes 31
1007 Lausanne
Suisse
Switzerland

Impala Warehousing                                $458,000
4258 Highway 44
Darrow, LA 70725

Reintjes Services Inc.                            $389,000
PO Box 233
Geismar, LA 70734

PJM Interconnection LLC                           $252,000
955 Jefferson Ave.
Valley Forge Corporate Center
Norristown, PA 19403

Iuka Pension Plan                                 $183,000

Clean Harbors Environmental Service               $175,000

Plant N Power                                     $113,000

AEP River Operations LLC                           $97,000

John Crane                                         $90,000

Inland Gulf Coast                                  $84,000

Ohmstede                                           $80,000

F.L. Smidth                                        $57,000

Matheson Valley                                    $49,000

Lanam Foundry Inc.                                 $45,000

Corr-Tech                                          $34,000

Guzman's Machine Works                             $32,000

Industrial Air Centers Inc.                        $29,000

Gulf Valve Service Co. LLC                         $29,000

Burns Industrial Equipment                         $28,000

Precision LLC                                      $28,000


OVERSEAS SHIPHOLDING: Sues BP Unit for Trying to Ditch JV
---------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Overseas
Shipholding Group Inc. filed a suit in Delaware bankruptcy court
Monday seeking to block a BP PLC unit from pushing the bankrupt
tanker giant out of a joint venture that transports BP's crude oil
from Alaska.

The report related that BP Oil Shipping Co. USA ignored the
automatic stay in OSG's bankruptcy last week when it announced
plans to dissolve the joint venture, Alaska Tanker Co. LLC,
without OSG's consent, OSG claims in the adversary suit.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PATRIOT COAL: UMWA Miners, Retirees et al. Launch Protest
---------------------------------------------------------
Active and retired coal miners and their families were to return
to protest the threatened cut-off of health benefits at the U.S
Bankruptcy Court and at Peabody Coal Headquarters in St. Louis --
Tuesday, February 26.

     Who:   Hundreds of coal miners, retirees and leaders of
            the United Mine Workersof America (UMWA),
            St. Louis-area labor activists, faith and community
            leaders

     What:  Protest cut-off of retiree health benefits.  Civil
            disobedience expected at Peabody HQ

     When:  10 a.m., Tuesday, February 26

     Where: March from U.S. Bankruptcy Court, 111 South 10th
            Street, to Peabody Energy headquarters, 701 Market
            Street, downtown St. Louis.

Labor and faith leaders -- including Rev. Dr. Martin Rafanan, a
former senior pastor at Resurrection Lutheran Church in St. Louis
and currently co-chair of the Workers Rights Board of St. Louis
Jobs with Justice -- were expected to risk arrest in a non-violent
action at Peabody Energy headquarters.  The events were part of a
continuing protest of schemes by executives of Peabody and Arch
Coal to avoid payment of their health care obligations by creating
a subsidiary -- Patriot Coal -- that was designed to fail.

"In this Lenten season, Christians are focused on how we can live
a life of service and commitment, to lift one another up and
strengthen our communities," said Rev. Rafanan. "It's exactly the
right time to join with people of all faiths to challenge the
corporate executives at Peabody, Arch and Patriot. They are using
financial and legal maneuvers to deny retired miners the health
care they worked years to earn, and so richly deserve."

"Corporate executives seem to think that if they act behind closed
doors, they can't be held accountable," said UMWA Secretary-
Treasurer Dan Kane, who was arrested in front of Peabody
headquarters on February 13.  "They're wrong. This dishonest
scheme to cheat retired miners and their families out of the
health benefits they earned is getting more and more attention --
and the more we see, the worse it looks."

A forthcoming study by Temple University Professor of Finance
Bruce Rader, called "Designed to Fail: The Case of Patriot Coal,"
found that Peabody transferred just 10.11 percent of its assets to
Patriot, while burdening the new entity with 40 percent of its
health care and pension liabilities. Rader concludes:

     . . . [e]ven without the [recent] drop in natural gas prices
and the development of fracking, it would have been nearly
impossible for Patriot to remain solvent. The company's business
model could only make money if coal was priced at or above record
highs.

     . . . from a financial point of view this venture seems to
have been created to fail in the long-run unless the most
optimistic outcome for eastern coal was obtained.

In addition, a recent feature story in The New Republic -- a
publication with wide readership among national policymakers --
highlights the plight of retired coal miners who are dependent on
medical treatment and prescription drugs after years of labor
under hazardous conditions.

"The Incredible Disappearing Health Benefits: Can a Coal Company
Get Away with Breaking Promises to Workers?"by Alec Macgillis
quotes West Virginia physician Dr. Michael Schroering, who treats
many active and retired mine workers:

"These are guys who have put lots of years in mining and have
always been told and promised through contracts that if they
worked hard now, they could retire with some security and not be
worrying whether they're going to be able to afford the medicine
and care they might need.  Just from an ethical standpoint, I find
it disgusting that a corporation would be trying to what Peabody
is trying to do by separating out the older miners and putting
[them] in a company they knew would fail, just so they could get
out from paying."

A livestream of the event is available at:
http://www.ustream.tv/channel/mineworkers and a live blog from
the event can be found at:
http://www.Fairnessatpatriotnow.blogspot.com

                        About Patriot Coal

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

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

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

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

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


PENSON WORLDWIDE: Seeks to Honor D&O Indemnification Obligations
-----------------------------------------------------------------
Before the Petition date, Penson Worldwide Inc. and its debtor
affiliates undertook various indemnification obligations to their
directors, officers and employees.  The Debtors maintain a
Management Liability and Company Reimbursement Insurance Policy
with an aggregate limit of liability of $15 million, and excess
layers of D&O Insurance with an aggregate insured amount of $50
million.

There are three investigations pending before the Securities and
Exchange Commission, the Financial Industry Regulatory Authority
and the Chicago Mercantile Exchange, under which 25 individuals
who are current or former directors, officers and employees of the
Debtors have participated.  There are also two lawsuits pending in
Texas, a putative class action and a state court derivative
action.

By this motion, the Debtors ask the court to grant their current
and former directors, officers, and employees authority to seek
payment from the proceeds of the D&O Insurance of reimbursement
and advancement of defense costs incurred by the firms
representing their D&Os and employees in the Investigations and
the Shareholder Litigation to the extent permitted by the terms of
their D&O Insurance.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PETER SHAW: IRS Gets Favorable Ruling in Admin. Claims Dispute
--------------------------------------------------------------
From 2003 through 2010, Peter and Jean Shaw, owned second and
third homes -- a beach house on Nantucket and a condominium in
Warren, Vermont -- that they attempted to rent for income but that
yielded only losses.  When, in 2003 and succeeding tax years, they
sought to mitigate those losses by taking federal income tax
deductions for the properties' substantial expenses against
Peter's unrelated earnings, the Internal Revenue Service
disallowed the deductions.  The disallowance left the Shaws facing
substantial tax claims, in response to which, in 2009, they filed
a petition for relief under Chapter 11.  In the bankruptcy case,
IRS filed a proof of claim for tax years 2003 through 2008 and a
request for payment of postpetition taxes for 2009 and 2010,
asserting total tax arrears in excess of $310,000.  The Shaws have
objected to both, disputing, as to each year, the applicability of
various limitations on the deductibility of the rental expenses.

After an evidentiary hearing, Judge Frank J. Bailey U.S.
Bankruptcy Court for the District of Massachusetts ruled on the
Debtors' objection to the IRS claim and on IRS' motion for payment
of administrative taxes.

Judge Bailey overruled the Shaws' objection to claim as to tax
years 2003, 2005, 2006, 2007, and 2008, and allowed the IRS's
Motion for Payment of Administrative Taxes as to 2009 and 2010.
The Shaws' request under 11 U.S.C. Section 506(a) for valuation of
the secured portion of IRS's allowed claim is denied without
prejudice.

A copy of the Bankruptcy Court's February 20, 2013 Memorandum Of
Decision is available at http://is.gd/195ExIfrom Leagle.com.

                     About Peter and Jean Shaw

Peter and Jean Shaw filed a joint Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 09-18648) on Sept. 10, 2009.


PHILIPPE CHOW BOCA: Chinese Restaurant Files Chapter 7
------------------------------------------------------
Paul Brinkmann, writing for South Florida Business Journal,
reports that the failed startup restaurant Philippe Chow Boca
filed for Chapter 7 bankruptcy on Monday in Palm Beach County.
According to the bankruptcy petition, the Boca Raton restaurant
has $47,955 in assets and $1.19 million in debt.

The Business Journal relates the Philippe Chow restaurants made
headlines last year when restaurateur Michael Chow sued the chain
and won a jury verdict for damages of $1 million, according to
multiple media reports.

According to the report, the restaurants, including locations in
Boca Raton, Miami Beach, Manhattan and Jericho, N.Y., were started
by entrepreneur Stratis Morfogen, whose chef had changed his name
from Chak Yam Chau to Phillippe Chow Chau. Besides the Boca Raton
location closing, the bankruptcy documents said two others, Miami
and Jericho, were also closed.

The report says bankruptcy attorney Gary Blum, in the New York
office of Becker & Poliakoff, could not be reached immediately for
comment.


PMI GROUP: Authorized to Sell Impact Tranche E Note for $413K
-------------------------------------------------------------
The Hon. Brenada L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized PMI Group, Inc.'s sale conveyance
and transfer of the Impact Tranche E Note to PMI Mortgage
Insurance, Co., for $412,728.  The Impact Tranche E Note is a 2003
promissory note issued by Impact Community Capital in the amount
of $674,613.

                       About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


POINT CENTER: Hard Money Lender Filed Ch. 11 After Judgment
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Point Center Financial Inc., which describes itself
as a hard money lender, filed for Chapter 11 protection when it
was hit with a $2.8 million judgment and the California state
court ordered a receiver to take over.

The Aliso Viejo, California-based company is owned by California
state Assemblywoman Diane Harkey and her husband Dan.

Point Center is a real estate loan broker, manager and loan
servicer.  In 2006 Point Center was managing a portfolio of
$450 million in loans.  Where there were 130 performing loans in
2006, now there are eight, according to a court filing.

Hard money lenders make loans at higher interest rates to
borrowers who don't qualify for financing from more traditional
sources.

Point Center Financial, Inc., filed a bare-bones Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa Ana,
California, on Feb. 19, 2013.  The Debtor estimated assets in
excess of $10 million and liabilities in excess of $50 million.
The formal schedules of assets and liabilities and the statement
of financial affairs are due March 5, 2013.


PORTABLE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Portable Medical Diagnostics, Inc.
        8140 Belvedere Road, Suite 4
        West Palm Beach, FL 33411

Bankruptcy Case No.: 13-14112

Chapter 11 Petition Date: February 24, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Brett A. Elam, Esq.
                  THE LAW OFFICES OF BRETT A. ELAM, P.A.
                  105 S Narcissus Ave # 802
                  West Palm Beach, FL 33401
                  Tel: (561) 833-1113
                  E-mail: belam@brettelamlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-14112.pdf

The petition was signed by Dennis F. Rosebrough, president.


POWERWAVE TECHNOLOGIES: Ch. 11 Delays D.C. Wireless Expansion
-------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal's Bankruptcy Beat,
reported that top wireless companies have accused struggling
PowerWave Technologies Inc. of neglecting a monitoring system that
watches over Washington's underground metro system, where
PowerWave has been in charge of installing wireless infrastructure
to expand Internet and cell phone coverage within the system.

Sprint, T-mobile and AT&T warned Judge Mary Walrath of the U.S.
Bankruptcy Court in Wilmington, Del., that PowerWave's abandonment
of the unfinished project has created "an unnecessary risk to
public safety and welfare," according to court papers, WSJ said.

Not only has PowerWave stopped work and skipped subcontractor
payments, the wireless carriers said, but the company told a
subcontractor to ignore an intrusion alarm that went off at the
Rosslyn, Va., Metro station, WSJ further related. Wireless
carriers said in court papers that, under a 2009 agreement,
PowerWave is supposed to investigate alarms "immediately" and fix
the problem "in a timely manner."

The wireless carriers said that the company is also in charge of
making sure riders at the completed stations have working Internet
and of maintaining the new infrastructure to support the system,
according to court papers, WSJ added.

WSJ related that at a hearing on Friday, the carriers said they've
come up with a deal to pay the cost of running the monitoring and
maintenance operation while the company and the carriers work
toward a transition of the wireless expansion project out of
Powerwave's control. Attorneys for Powerwave said the company
supports the carriers' transition plan.

PowerWave's financial problems will likely delay the effort to
install wireless service to all metro stations even more, though
the carriers wouldn't specify how long the project will take to
complete, the WSJ report said. Wireless service has been
completely installed at only the business stations, and Metro
leaders recently asked Congress to push back the deadline to
finish the project?which expired in October?by several years.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Calif., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.  Kurtzman Carson Consultants serves
as administrative agent and Conway MacKenzie serves as financial
advisor.

A seven-member official committee of unsecured creditors was
appointed in the Chapter 11 case.


PT BERLIAN: Creditors, Bloomberg Oppose Secret Bankruptcy
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PT Berlian Laju Tanker Tbk is facing opposition from
three of its lenders and Bloomberg News when the operator of 72
tankers will ask the New York bankruptcy judge to keep all court
papers sealed in the involuntary bankruptcy begun in December.

According to the report, Gramercy Distressed Opportunity Fund II,
along with two sister funds and Bloomberg News, contend it's
inimical to U.S. law for all papers to be under seal.  PT Berlian
is asking the bankruptcy judge to dismiss the involuntary
bankruptcy while keeping all papers under seal and unavailable to
the public.

The report recounts that in March PT Berlian put about a dozen
subsidiaries into Chapter 15 proceedings in Manhattan to
complement a bankruptcy reorganization in Indonesia, where the
companies are based.  In April U.S. Bankruptcy Judge Stuart
Bernstein determined that Indonesia is home to the so-called
foreign main proceeding for the operating subsidiaries.

In June Indonesian bank PT Bank Mandiri (Persero) Tbk began
involuntary bankruptcy proceedings in Indonesia against the PT
Berlian parent.

The parent, the report discloses, is arguing that the U.S.
involuntary Chapter 11 should be dismissed because the petition
wasn't filed by the required three creditors.  The company
contends that the three petitioning creditors are affiliated alter
egos of one another and should be considered as one creditor.

The three funds filed the involuntary Chapter 11 petition in
December and now say the company is "attempting to use an opaque
Indonesian bankruptcy to ram through an unfair plan that
prejudices the company's foreign unsecured creditors."  After
Judge Bernstein recognized Indonesia as the subsidiaries' lead
bankruptcy, the Indonesian court directed that all papers be filed
under seal.

In the U.S. involuntary bankruptcy, PT Berlian wants Judge
Bernstein to follow the Indonesian court and require all papers be
filed under seal.  The Feb. 26 hearing will give Judge Bernstein a
chance to decide whether he must follow the Indonesian court's
sealing order.

Unable to know the grounds on which PT Berlian wants Judge
Bernstein to dismiss the involuntary bankruptcy, Bloomberg News
filed papers on Feb. 22 opposing sealing.  Bloomberg News argues
that a principle in international law known as comity doesn't
override U.S. constitutional and common law principles requiring
open access to court proceedings.

Bloomberg News contends that sealing is proper only in
"extraordinary circumstances" when it's "actually necessary to
protect a party from harm."

Bloomberg News pointed to a November opinion from a Delaware
bankruptcy judge who ruled in the cross-border bankruptcy of
Elpida Memory Inc. that the notion of comity doesn't require
adherence to a foreign court's sealing order.  The funds likewise
contend there is no legal basis for secrecy about the terms of the
proposed Indonesian bankruptcy plan.  In addition to opposing
secret proceedings, the funds will ask Judge Bernstein at a Feb.
26 hearing for an order compelling PT Berlian to supply
information relevant to the involuntary bankruptcy.

Mr. Rochelle notes that by arguing that the Indonesian bankruptcy
is unfair to foreign creditors, the funds may be attempting to lay
the factual groundwork for an argument that U.S. courts should not
enforce a reorganization blessed by the Indonesian court.  The
creditors might rely on a decision last year from the Court of
Appeals in New Orleans ruling that the Mexican reorganization
plan Vitro SAB wasn't worthy of enforcement in the U.S.

The three funds, based in Greenwich, Connecticut, collectively
hold $125.5 million of PT Berlian's debt.

Short of dismissing the involuntary petition, the company wants
Judge Bernstein to abstain, or refuse to move forward with the
involuntary Chapter 11 and in effect defer to the proceedings in
Indonesia.

                         About PT Berlian

Creditors of PT Berlian Laju Tanker Tbk filed an involuntary
Chapter 11 bankruptcy petition in U.S. Bankruptcy Court against
the Indonesian ship operator (Bankr. S.D.N.Y. Case No. 12-14874)
on Dec. 13, 2012.

The petition was filed by Gramercy Distressed Opportunity Fund II,
Gramercy Distressed Opportunity Fund, and Gramercy Emerging
Markets Fund.  The creditors, all located in Greenwhich, Conn.,
are allegedly owed $125.5 million.

PT Berlian Laju Tanker Tbk is the largest Indonesian shipping
company, focusing on liquid bulk cargo, with operations primarily
in Asia with some expansion into the Middle East and Europe.

Indonesia-based PT Berlian Laju Tanker Tbk filed Chapter 15
bankruptcy petitions in New York for subsidiaries (Bankr.
S.D.N.Y. Lead Case No. 12-11007) on March 14, 2012, to prevent
creditors from seizing the company's vessels when they call on
U.S. ports.  Cosimo Borrelli, appointed vice president for
restructuring for PT Berlian, signed the Chapter 15 petitions for
Chembulk New York Pte Ltd and 12 other entities.

The Berlian group operates 72 vessels, of which 50 are owned.

In January 2012, the Berlian Group violated covenants under a $685
million loan agreement.  Creditors took steps to arrest certain
vessels operated by companies in the Berlian Group.

In order to prevent ship arrests and other collection efforts,
the Berlian Group initiated proceedings in the High Court of the
Republic of Singapore on March 12, 2012.  The Singapore court
entered orders prohibiting for three months any arrest of vessels
or collection effort.

The Berlian Group filed the Chapter 15 petitions to obtain entry
of an order enjoining creditors from seizing vessels that are at
port in the United States.  The Debtors do not have assets in the
U.S. other than the transitory basis vessels that are in the U.S.

The U.S. Bankruptcy Judge in April 2012 ruled that Indonesia is
the home to the so-called foreign main proceeding.


PURE BEAUTY: Wins Final Extension of Exclusivity Until April 4
--------------------------------------------------------------
The Bankruptcy Court has entered a fifth and final order extending
Pure Beauty Salons & Boutiques, Inc., et al.'s exclusive periods
to file a Chapter 11 plan and solicit acceptances for that plan to
April 4, 2013, and June 4, 2013, respectively.

In their extension motion, the Debtors said that neither the
initial exclusive periods, nor the additional time granted
pursuant to the fourth extension order, afforded the Debtors with
sufficient time to both conduct the sale process and reconcile
issues that have arisen in conjunction with the negotiation of the
sale and finalization thereof.

In February 2012, the Debtor obtained approval to sell
substantially all assets to Regis Corporation or its assignees for
$18 million.  The sale to Regis' assignees -- Pure Beauty
International, Inc., Fashion Beauty Stores Inc. and Beauty
Franchises, Inc. -- closed March 27, 2012.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


READER'S DIGEST: Final DIP Hearing on March 21
----------------------------------------------
RDA Holding Co. and 30 debtor-affiliates obtained interim approval
of their request to obtain a total of $105 million of postpetition
financing in the form of:

    * a new money term loan in the aggregate principal amount of
      $45 million; and

    * a "roll-up" or refinancing term loan and letter of credit
      facility in the aggregate principal amount in the aggregate
      principal amount of $60 million.

With the interim approval of the DIP financing, the Debtors will
receive $11 million of the new money loan for working capital and
other general corporate purposes.

A final hearing on the DIP financing is scheduled for March 21,
2013 at 2:00 p.m.  Objections are due March 14, 2013 at 4:00 p.m.

Noteholders, namely, Apollo Senior Floating Rate Fund Inc.,
Empyrean Capital Partners, LP, GoldenTree Asset Management, LP,
are providing the new money financing.  Wells Fargo Principal
Lending, LLC, is providing the refinancing facility.  The new
money financing is open to noteholders who agree to support the
restructuring, Reader's Digest said in a statement.

The Debtors also obtained interim approval to use cash collateral
and provide adequate protection to the noteholders under a certain
prepetition indenture on account of the priming of their existing
liens by the Loans, and for any diminution in value of the
noteholders' respective prepetition collateral, including cash
collateral.

The DIP facility will mature Oct. 31, 2013.  The DIP financing
will be paid in full in cash or convert to exit financing
facilities on the effective date of the Acceptable Plan.

A copy of the DIP Financing Motion is available for free at:
http://bankrupt.com/misc/RDA_DIP_Motion.pdf

According to the interim order, there will be a "carve-out"
persons or firms retained by the Debtors and the Committee and
allowed by the Court, not in excess of $2,500,000.

                    Other First Day Motions

The Debtors also obtained a 30-day extension, until April 2, 2013,
of the deadline to file their schedules of assets and liabilities
and statement of financial affairs.  The Debtors are also granted
an extension until 30 days after the 11 U.S.C. Sec. 341 meeting to
file their initial 2015.3 reports.

The Debtors also obtained interim approval of their request to
pay, in their sole discretion in the ordinary course of business,
some or all of the prepetition obligations owed to their foreign
creditors and other critical vendors.  As of the Petition Date,
the Debtors estimate that they owe foreign vendors $400,000.
The estimate that the total aggregate amount owed to these vendors
for goods delivered or services provided prepetition is limited to
no more than $1.5 million.  A final hearing is slated for March
21.  The interim order provides that payments to the other
critical vendors won't exceed $1.5 million.

The bankruptcy judge will hold an initial case conference on
March 21, 2013, at 2:00 p.m. at Courtroom 118, White Plains
Courthouse.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


READER'S DIGEST: Wins Approval for Epiq as Claims Agent
-------------------------------------------------------
Owners of the Reader's Digest, RDA Holding Co. and 30 affiliates,
obtained approval from the bankruptcy court to hire Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent, nunc pro
tunc to their Petition Date.

Although they have not yet filed their schedules of assets and
liabilities, the Debtors anticipate that there will be in excess
of 10,000 creditors and other parties-in-interest.  The number of
creditors and other parties in interest involved in the chapter 11
cases may impose heavy administrative and other burdens on the
Court and the Office of the Clerk of the Court.  To relieve the
Clerk's Office of these burdens, the Debtors seek an order
appointing Epiq as the notice and claims agent in the chapter 11
cases pursuant to section 156(c) of title 28 of the United States
Code and Local Rule 5075-1.

As claims agent, Epiq will charge the Debtors at its discounted
rates:

   Position                                Discounted Rate
   --------                                ---------------
Clerical                                     $28 to $42
Case Manager                                 $56 to $95
IT/ Programming                              $70 to $135
Senior Case Manager / Consultant             $87 to $140
Senior Consultant                           $157 to $192

For its noticing services, Epiq will charge $40 per 1,000 e-mails,
and $0.08 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.07 per record per month, with
fees for the first three months waived.

For solicitation and tabulating services, the firm's executive
vice president will charge $290 per hour and the vice president
and director of solicitation will charge $250 per hour.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


READER'S DIGEST: Equity Trading Restrictions Has Interim Approval
----------------------------------------------------------------
Owners of the Reader's Digest, RDA Holding Co. and 30 affiliates,
obtained interim approval from the bankruptcy court to restrict
trading of equity securities of RDA Holding so as not jeopardize
their tax attributes.

The Debtors established establish procedures to restrict equity
trading to protect the potential value of the Debtors'
consolidated net operating loss carryforwards and foreign tax
credit carryforwards and certain other tax attributes.
The Debtors estimate that they have incurred, for U.S. federal
income tax purposes, consolidated NOLs of approximate $35 million
and consolidated FTCs of approximately $150 million.

Sections 382 and 383 of the Tax Code limit a corporation's use of
its NOLs and certain other tax attributes to offset future income
or tax after the corporation experiences an "ownership change."
Unrestricted trading of shares could adversely affect the Debtor's
NOLs if (a) too many 5% or greater blocks of stock are created, or
(b) too many shares are added to or sold from those blocks.

Under the rules proposed by RDA, at least 21 calendar days prior
to the proposed date of any transfer of equity securities that
would result in an entity becoming a substantial equity holder
(owner of 4.50% of the total outstanding shares), the entity must
file with the Court a notice of intent to purchase shares.
Substantial equity holders intending to dispose of shares that
would result in a person or entity ceasing to be a substantial
equity holder, the entity must file a notice of intent to sell 21
days before the proposed date of the transaction.

A final hearing on the proposed procedures is slated for March 21,
2013, at 2:00 p.m.  Objections are due March 14.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


RESIDENTIAL CAPITAL: Bankruptcy Stays "Brackhahn" Proceedings
-------------------------------------------------------------
Magistrate Judge Kathleen M. Tafoya on Feb. 20, 2013 ordered that
all proceedings against GMAC Mortgage, LLC, are stayed unless and
until relief from the automatic stay in Bankruptcy Case No. 12-
12020(MG) is granted.

GMAC Mortgage, LLC, on February 15, 2013, filed with the court a
"Notice of Bankruptcy and Suggestion of Automatic Stay," which
discloses that on May 14, 2012, Residential Capital, LLC and
certain of its direct and indirect subsidiaries, including GMAC
Mortgage, LLC, filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of New York.  Therefore, Section 362 of the
Bankruptcy Code applies with respect to GMAC Mortgage and its
property.

Judge Tafoya concluded that the bankruptcy precludes continuing,
with respect to Defendant GMAC Mortgage, the litigation titled
DAVID BRACKHAHN, and CATHERINE BRACKHAHN, Plaintiffs, v. BRITNEY
BEALS-EDER, The Castle Law Group Attorney #34935, REAGAN LARKIN,
The Castle Law Group Attorney #42309, THE CASTLE LAW GROUP, LLC,
JAMES A. CASEY, Magistrate District Court, Archuleta County, CO,
STEVEN ABREU, CEO, GMAC Mortgage, LLC, KARI KRULL, Witness and
Litigation Analyst GMAC Mortgage, LLC, GMAC MORTGAGE, LLC, and
JOHN DOES 1-10, Defendants, Civil Action No. 13-cv-00141-CMA-KMT,
(D. Col.)

A copy of the District Court's Feb. 20, 2013 Order is available at
http://is.gd/G2HVljfrom Leagle.com.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RG STEEL: Committee Renews Bid to Sue Ira Rennert
-------------------------------------------------
RG Steel LLC's unsecured creditors are asking for standing to file
a complaint against the company's chief executive as well as the
chairman of Renco Group Inc.

The unsecured creditors want to sue Ira Rennert, who is also the
owner of Renco, and CEO Vincent Goodwin for allegedly breaching
their fiduciary duties to the steelmaker.

In a February 22 court filing, the committee of unsecured
creditors said both officers tried to delay RG Steel's bankruptcy
filing to allow Renco to sell its ownership stake and avoid the
steelmaker's pension obligations.

Renco sold a portion of its ownership stake in RG Steel before the
steelmaker filed for bankruptcy protection in May 2012.  Ownership
of 80% or more in RG Steel would have made Renco responsible for
the steelmaker's pension plans.

The sale of Renco's ownership stake left RG Steel saddled with
millions of debt, the unsecured creditors' committee said in the
court filing.  The committee seeks more than $238 million in
damages.

The unsecured creditors made a similar request last month but
eventually decided to scrap their plan to sue the officers without
offering an explanation.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in the re-filing the motion last week, the committee
added The Renco Group Inc. and Vincent J. Goodwin as potential
defendants.

Mr. Goodwin was a senior executive in the company that controlled
RG.  Mr. Rennert is the chief executive officer and founder of
Renco, which controls 75.5% of RG.

"These claims are frivolous and without merit," Renco spokesman
Andrew Shea said when interviewed about the committee's prior
motion for permission to sue.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Gets Court Approval of Settlement Deal With Daman
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement between RG Steel LLC and Daman Industrial
Services Inc.

Under the deal, both sides agreed to transfer certain equipment
owned by RG Steel to Daman in exchange for a credit bid of $4,000.
Daman can also assert a general unsecured claim against RG Steel
for $170,014.  The agreement is available for free at
http://is.gd/tLRkL7

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Gets Green Light to Sell Louisville Property
------------------------------------------------------
RG Steel Wheeling, LLC received a go-signal from the U.S.
Bankruptcy Court for the District of Delaware to sell a real
estate property to World Class Corrugating LLC.

World Class offered to acquire the property located in Louisville,
Kentucky, for $400,000 in cash, which includes a $75,000 cash
payment for its right to access the property prior to the
purchase.

As reported on Feb. 12 by the Troubled Company Reporter, RG Steel
ceased operations at the Louisville property and terminated its
employees at this location in the summer of 2012, and subsequently
sold certain equipment, inventory and other personal property
before and after it filed for bankruptcy protection.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Mountain State Carbon Lawsuit Goes Back to State Court
----------------------------------------------------------------
District Judge Frederick P. Stamp, Jr., abstained from hearing a
lawsuit filed by Mountain State Carbon, LLC and SNA Carbon, LLC,
against RG Steel Wheeling LLC and various other defendants; and
remanded the lawsuit to state court where it was begun.

MOUNTAIN STATE CARBON, LLC and SNA CARBON, LLC, Plaintiffs, v.
RG STEEL WHEELING, LLC, WILLIAM C. BEINECKE, THOMAS CERA and
RONALD SHOEMAKER, Defendants, and UNITED STEEL, PAPER AND
FORESTRY, RUBBER, MANUFACTURING, ENERGY, ALLIED INDUSTRIAL AND
SERVICE WORKERS INTERNATIONAL UNION, AFL-CIO/CLC, Intervenor.
Civil Action No. 5:12CV77 (N.D. W.Va.), was originally filed in
the Circuit Court of Brooke County, West Virginia, as the result
of a dispute over certain coke produced by Mountain State Carbon
at coke plants in Follansbee, West Virginia. The plaintiffs allege
that RG Steel Wheeling and its agents breached contractual
agreements, wrongfully eliminated members of Mountain State's
management team, and stole coke from Mountain State.  As a result
of developments in the case, the plaintiffs filed an amended
complaint in state court which raised the claims currently before
the District Court.

The amended complaint brings one count requesting declaratory
judgment and injunction concerning RG Steel's removal of a
Mountain State officer; one count requesting declaratory judgment
and injunction concerning Mountain State's termination of RG
Steel's Coke Supply Agreement; one count requesting, in the
alternative, declaratory judgment and injunction concerning
Mountain State's suspension of performance under RG Steel's Coke
Supply Agreement; and finally, one count alleging a tort claim for
conversion.

Following RG Steel's bankruptcy filing, the defendants removed the
civil action to the District Court, claiming that the District
Court now had "related to" jurisdiction pursuant to 28 U.S.C.
Sections 1334 and 1452.  The defendants support their assertion of
federal jurisdiction by claiming that they are entitled to removal
of the action because it has arisen in and/or is related to the
bankruptcy case filed by RG Steel, because it concerns RG Steel's
property and/or estate.  The defendants admit that the action is a
non-core proceeding to the related bankruptcy matter, but argue
that RG Steel has consented to entry of final orders or judgment
by the bankruptcy judge.

In response to the notice of removal, the plaintiffs filed a
motion for remand, wherein they admit that the District Court does
have jurisdiction over the civil action.  However, the plaintiffs
argue that the District Court must abstain from exercising its
jurisdiction, and remand the case to Circuit Court of Brooke
County.  Only RG Steel responded to the motion for remand, and
argued that abstention is not appropriate in this case.

RG Steel also filed a motion to transfer venue to the District of
Delaware . In this motion, RG Steel argues that transfer is proper
because the related bankruptcy matter is proceeding in that
district.  The motion to transfer has been joined by the
intervenor party, United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers
International Union, AFL-CIO/CLC.  Also pending in this case are
two motions to dismiss and a motion for preliminary injunction
filed in state court prior to removal.

In a Feb. 21, 2013 Memorandum Opinion and Order available at
http://is.gd/Mmpb4qfrom Leagle.com, Judge Stamp:

     -- granted the plaintiffs' motion to abstain and remand;
     -- denied, without prejudice, RG Steel's motion to transfer
        venue;
     -- denied, without prejudice, RG Steel's motion to dismiss;
     -- denied, without prejudice, William C. Beinecke, Thomas
        Cera, RG Steel, and Ronald Shoemaker's motion to dismiss;
        and
     -- denied, without prejudice, the plaintiffs' motion for
        preliminary injunction and temporary restraining order.

The case is remanded to the Circuit Court of Brooke County, West
Virginia.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RL ADKINS: Court OKs Outline for Exit Plan Proposed by Scott Oil
----------------------------------------------------------------
Bankruptcy Judge Robert L. Jones approved a Modified Disclosure
Statement to accompany the First Amended Plan of Reorganization
filed by Scott Oils, Inc., the plan proponent, for debtor R.L.
Adkins Corp.

Scott Oils is a creditor and party in interest.

Objections to the Disclosure Statement were filed by Harvey L.
Morton, the chapter 11 trustee of the bankruptcy estate; Chestnut
Petroleum, Inc. and Chestnut Exploration, Inc., creditors of the
debtor; Badger Rotary Drilling, LLC, which the Court assumes is an
asserted creditor; Robert L. "Bobby" Adkins, Jr. a/k/a Bobby
Adkins Special, Adobe Royalties, LLC, 413 Entertainment LLC, and
Dynamic Net Media, LLC, creditors and parties-in-interest; George
W. Teeter and Geraldine R. Teeter, parties in interest; and the
Official Unsecured Creditors Committee.  At the hearing, the
objections of George and Geraldine Teeter were resolved.

For the most part, the objecting parties defer to the position
taken by counsel for the Committee.  The Committee submits that
approval of the Disclosure Statement should be denied because it
describes a plan that is patently not feasible and contains a
compromise of the disputes between the Trustee (for the bankruptcy
estate) and the so-called "Ardinger Group" that falls well below
the range of reasonableness.  The Committee submits the assets in
the estate and the ability to convert such assets to cash create
severe logistical problems in funding the plan as contemplated;
that certain contingencies under the plan cannot be satisfied; and
that, in particular, the administrative claims are disclosed to be
in the approximate amount of $2.8 million, which amount is dated
and will at present exceed $3 million.

Judge Jones reviewed the Disclosure Statement, as well as the
Modified Disclosure Statement, which was submitted to the Court
and introduced into evidence by Scott Oils at the hearing.  Judge
Jones noted that there are significant and substantive differences
between the two plans as described in the Disclosure Statement and
the Modified Disclosure Statement, respectively.

The Disclosure Statement addresses a plan in which the Ardinger
Group pays $1.4 million for a release of all claims, and Scott
Oils pays $1 million for the debtor's leasehold interests.  The
Modified Disclosure Statement, which concerns the plan as
modified, contemplates a payment by the Ardinger Group of
$2,150,000 for a release of claims, along with a withdrawal of the
Ardinger Group's unsecured claim of $35 million and secured claim
of $6 million, and Scott Oils' acquisition of the debtor's
leasehold interests for the sum of $2,187,544.  No parties
objected to the Court's consideration of the Modified Disclosure
Statement.

Judge Jones noted that counsel for the Committee and counsel for
Scott Oils announced to the Court that they agreed that a position
paper could be prepared by counsel for the Committee and included
with any disclosure statement approved by the Court and sent to
creditors for purposes of voting on the plan of Scott Oils.  They
further agreed that partially secured creditors would have an
extension for 10 days from approval of any disclosure statement to
make an election under Sec. 1111(b) of the Bankruptcy Code.

The Court reviewed the Disclosure Statement and the Modified
Disclosure Statement and is of the opinion that the Modified
Disclosure Statement, with a position paper from the Committee
included, does contain adequate information -- information of a
kind, and in sufficient detail, as far as is reasonably
practicable" to enable creditors to make an informed judgment
about the plan.  The Modified Disclosure Statement describes a
plan that, at least on its face, generates sufficient revenues to
make the distributions provided for.  The Disclosure Statement is
not proposed in bad faith as suggested by the Adkins Group.  Judge
Jones also said the issues raised concerning feasibility, the
reasonableness of the compromise, and whether the plan has been
submitted in good faith -- as well as the other objections -- are
confirmation issues to be addressed at the confirmation hearing.

A copy of the Court's Feb. 22, 2013 Memorandum Opinion is
available at http://is.gd/bwFRbRfrom Leagle.com.

R.L. Adkins Corp. -- http://www.rladkinscorp.com/-- operates an
oil company that explores oil and gas through out West Texas and
North Texas.

Several oil and gas service companies filed an involuntary
bankruptcy petition against RL Adkins in July, seeking nearly
$500,000 in what they claimed were unpaid debts.  The case was
later converted to voluntary Chapter 11.  RL Adkins in August 2011
listed its 20 largest creditors, with claims totaling more than
$10.5 million.

Judge Robert L. Jones presides over the case.

A related company, Sweetwater, Texas-based Adkins Supply Inc.
filed for Chapter 11 protection (Bankr. N.D. Tex. Case No.11-
10353) on Sept. 16, 2011.  Judge Jones also presides over the
case.  Max Ralph Tarbox, Esq., at Tarbox Law P.C., represents
Adkins Supply.  It estimated both assets and debts to be between
$1 million and $10 million.


SAN BERNARDINO, CA: New Manager Has Filed for Bankruptcy Twice
--------------------------------------------------------------
Tim Reid, writing for Reuters, said the new city manager hired by
the bankrupt city of San Bernardino has twice declared personal
bankruptcy and was recently ousted from the board of a small
community's water company after being sued by shareholders.

Reuters related that the city council voted unanimously on Tuesday
night to hire Allen J. Parker, 71, as its city manager on an
annual salary of almost $222,000. He replaces an interim city
manager who resigned last month because, according to friends, she
was exasperated by the city's internal divisions.

Pat Morris, the mayor of the city in California, praised Parker's
"wealth of city management experience" and expressed "great
confidence" in his ability to oversee the city's affairs,
according to Reuters.

Reuters said the mayor and council members knew about both of
Parker's personal bankruptcies -- the first in 1991 and the second
in 2011 -- and the litigation surrounding his water board tenure
before they interviewed him, according to the mayor's chief of
staff. They discussed both issues with him when they interviewed
Parker last Friday, according to the report. They say the issues
were no impediment: the council interviewed two final candidates
but voted unanimously to hire him.


SCHOOL SPECIALTY: Committee Seeks Permission to File Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the unsecured creditors' committee for School
Specialty Inc. is rolling out a new tactic to forestall an auction
where the business would be sold on March 25, about two months
after the Chapter 11 filing in Delaware.

According to the report, the committee believes that a quick sale
will result in "little if any recovery to unsecured creditors."

The committee, the report relates, arranged a March 12 hearing to
lodge a request that the bankruptcy judge allow the creditors'
panel to file a reorganization plan.  The committee is hoping that
an ad hoc group of junior lenders in the meantime will work out a
proposal for new financing to pay off the debt owing to secured
lender Bayside Financial LLC.

Under the sale proposed by the Debtor, absent a higher offer,
Bayside would take over the business in exchange for $95 million
in secured debt.  Bayside is agent for lenders on a term loan.
The bankruptcy court gave only preliminary approval to auction
procedures, in case debenture holders are able to refinance the
Bayside debt, thus removing the need for a quick sale.

The creditors' committee previously went on record saying there is
"no doubt" the company is worth more than secured debt.

There was $47.6 million owing on a secured revolving credit with
Wells Fargo Capital Finance LLC as agent when the bankruptcy
began.  In addition, there is $157.5 million owing on convertible
subordinated debentures.

The debentures traded at 12:11 p.m. on Feb. 22 for 44 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The debentures have
risen 49% in value since Jan. 28.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.

The bankruptcy is being financed with a $144.7 million loan
representing $50 million in new borrowing power plus a conversion
of the pre-bankruptcy term loan into a postbankruptcy secured
facility. There is also a $175 million revolving credit to subsume
the pre-bankruptcy revolver.


SCHOOL SPECIALTY: Lands $155-Mil. Rival Bankruptcy Loan
-------------------------------------------------------
School Specialty, Inc., and its debtor affiliates ask permission
from the U.S. Bankruptcy Court for the District of Delaware to
obtain a $155 million debtor-in-possession financing from certain
holders of the 3.75% Convertible Subordinated Notes due 2026 they
issued.

The Ad Hoc DIP Financing, which provides for up to $129 million on
an interim basis and up to $155 million on a final basis, will
repay the term loan and DIP financing previously provided by
Bayside Financial LLC.  According to papers filed in Court, the
Official Committee of Unsecured Creditors and an ad hoc committee
of 3.75% Noteholders objected to the Bayside DIP Facility because
it was inexorably tied to a section 363 sales and that sale
foreclosed the possibility of filing a plan of reorganization and
pursued negotiations towards new financing that they think will
provide maximum recovery for creditors.  The Ad Hoc DIP Facility,
according to the Committee, will give the Debtors better "control"
over their bankruptcy cases.

A preliminary hearing on the Ad Hoc DIP Facility was held on Feb.
25.  According to the report, the Bankruptcy Court in Delaware has
granted interim approval to the new DIP financing deal.

A hearing on the final approval of the Ad Hoc DIP Facility is
scheduled to be held on March 15.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: Can Pay $14.5-Mil. to Critical Vendors
--------------------------------------------------------
School Specialty, Inc., and its debtor affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to pay not more than $14.5 million to certain
prepetition vendors that are deemed critical to their business
operations.

The Critical Vendors include Key Product Vendors to be paid not
more than $2.4 million, Foreign Suppliers to be paid not more than
$3.7 million, Freight Companies to be paid not more than $3.2
million and vendors holding Section 503(b)(9) Claims to be paid
not more than $5.2 million.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SCHOOL SPECIALTY: Can Tap Thomas E. Hill as CRO, Other Firms
------------------------------------------------------------
School Specialty, Inc., and its debtor affiliates will employ
Thomas E. Hill, as their chief restructuring officer, and other
firms to help them in their Chapter 11 cases.  The bankruptcy
firms are:

   -- Thomas E. Hill as the Debtors' chief restructuring officer
      and Alvarez & Marsal North America, LLC;

   -- Paul, Weiss, Rifkind, Wharton & Garrison LLP (Contact:
      Jeffrey D. Saferstein, Esq.) as their bankruptcy attorneys;

   -- Young Conaway Stargatt & Taylor, LLP, as their local
      Delaware bankruptcy attorneys;

   -- Perella Weinberg Partners LP as financial advisor (Contact:
      Agnes K. Tang) to be paid a $150,000 monthly fee and a $1.9
      million restructuring fee;

   -- Deloitte & Touche LLP as independent auditors to be paid
      approximately $630,000 to $700,000, plus expenses;

   -- Godfrey & Kahn, S.C. (Contact: Dennis Connolly, Esq.) as
      their special corporate and transactions counsel in
      connection with certain financing, corporate and litigation
      to be paid the following hourly rates: $380-$575 for
      partners, $275-$525 for counsel, $200-$350 for associates,
      and $175-$215 for paralegals; and

   -- Kurtzman Carson Consultants LLC as administrative advisor.

Deloitte & Touche disclosed that within the 90 days prior to the
Petition Date, it received from the Debtors $370,500 for
prepetition services, while Godfrey & Kahn said it received
$1,523,484 for prepetition services to the Debtors.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead
Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of $394.6
million.


SECUREALERT INC: Rene Klinkhammer Owns Less Than 1% Equity Stake
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Rene Klinkhammer diclosed that, as of Feb. 18, 2013,
he beneficially owns 2,648,273 shares of common stock of
SecureAlert, Inc., representing less than 1% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/AvNBJs

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

SecureAlert incurred a net loss attributable to SecureAlert common
stockholders of $19.93 million on $19.79 million of total revenues
for the year ended Sept. 30, 2012, compared with a net loss
attributable to SecureAlert common stockholders of $11.92 million
on $17.96 million of total revenues during the prior fiscal year.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at Dec. 31, 2012, showed $28.39
million in total assets, $23.40 million in total liabilities and
$4.99 million in total equity.


SIRIUS XM: Improving Performance Cues Moody's to Raise CFR to Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded Sirius XM Radio Inc.'s
Corporate Family Rating to Ba3 from B1 and Probability of Default
Rating to Ba3-PD from B1-PD.

The upgrades reflect Moody's expectations for continued growth in
the subscriber base which supports EBITDA increases over the next
18 months as well as Moody's expectations for debt-to-EBITDA
ratios being sustained within management's target range. In
addition, Moody's affirmed the SGL -- 1 Speculative Grade
Liquidity (SGL) Rating and B1 ratings on the 8.75% senior notes,
7.625% senior notes, and the 5.25% senior notes.

The affirmation of the debt instrument ratings reflects Moody's
removing the temporary one notch override that was used previously
under Moody's Loss Given Default approach. The rating outlook
remains stable.

Upgraded:

Issuer: Sirius XM Radio Inc.
Corporate Family Rating: Upgraded to Ba3 from B1
Probability of Default Rating: Upgraded to Ba3-PD from B1-PD

Affirmed:

Issuer: Sirius XM Radio Inc.

$800 million of 8.75% sr notes due 2015: Affirmed B1, LGD4 -- 64%
(from LGD4 -- 57%)

$700 million of 7.625% sr notes due 2018: Affirmed B1, LGD4 -- 64%
(from LGD4 -- 57%)

$400 million of 5.25% sr notes due 2022: Affirmed B1, LGD4 -- 64%
(from LGD4 -- 57%)

Speculative Grade Liquidity Rating: Affirmed SGL -- 1

Outlook:

Issuer: Sirius XM Radio Inc.
Outlook is Stable

Ratings Rationale:

Sirius' Ba3 corporate family rating reflects moderate leverage of
3.0x debt-to-EBITDA as of December 31, 2012 (including Moody's
standard adjustments) and free cash flow before dividends of $709
million or 26% of debt balances. Improved leverage compared to
4.6x at FYE 2011, reflects an EBITDA increase of roughly 26% in
combination with $626 million of debt reduction. Growth in the
subscriber base to 23.9 million (19.6 million self-pay) as of
December 31, 2012 from 21.9 million (17.9 million self-pay) at
December 2011 and improving operating margins contributed to
increases in EBITDA and free cash flow. The company successfully
refinanced higher coupon debt in 2012 and currently has an average
cost of roughly 7.5% compared to 9.3% at year-end 2011.

Moody's believes leverage may increase above current levels given
the company's $2 billion common share repurchase program and
management's 3.50x target for reported leverage. The upgrade of
the CFR to Ba3 reflects Moody's expectations that, despite the
potential for higher debt balances to partially fund
distributions, the self-pay subscriber base and operating
performance of Sirius will be supported by continued growth in the
delivery of light vehicles in the U.S. over the next 18 months and
management will keep leverage within its target range. Longer
term, Moody's believes debt ratings will be pressured as Sirius
increasingly shares the dashboard of new vehicles with OEM
installed devices providing competitive advertising-supported
media, including internet radio services.

Looking forward, Moody's analysts expect deliveries of light
vehicles in 2013 to climb to 15.25 million units. Growth in new
vehicle deliveries and modest economic recovery should support net
self-pay subscriber additions over the next 12 months. Moody's
expects EBITDA in 2013 to increase above the $894 million reported
for 2012 (including Moody' standard adjustments) accompanied by
reduced capital spending in the years leading up to the next
satellite launch cycle. Continued growth in the subscriber base
will drive EBITDA increases and could better position the company
to fund the next cycle of significant expenditures related to
construction and launching of replacement satellites beginning as
early as 2016 so long as share repurchases and dividends are
maintained within prudent levels. On December 5, 2012 the company
raised a new $1.25 billion senior secured revolver facility due
2017, and subsequently announced a $327 million special cash
dividend and a $2 billion common share repurchase program. The
dividend was funded with balance sheet cash at the end of December
2012. Timing for share repurchases is uncertain; however, Moody's
expects repurchases to be funded with revolver advances and
operating cash flow while maintaining leverage and coverage ratios
within the Ba3 rating category.

The stable outlook reflects Moody's view that Sirius will increase
its self-pay subscriber base reflecting sustained demand for new
vehicles in the U.S. and resulting in higher revenue and EBITDA.
The outlook incorporates Sirius maintaining good liquidity, even
during periods of satellite construction, and the likelihood of
share repurchases or additional dividends being funded from
revolver advances as well as free cash flow. The outlook does not
incorporate leveraging transactions or a level of shareholder
distributions that would negatively impact liquidity or sustain
debt-to-EBITDA ratios above 3.75x (including Moody's standard
adjustments).

The stable outlook assumes that changes in the corporate
structure, including a potential tax free spin-off, will not
adversely impact the company's operating strategy, credit metrics,
or financial policies. Ratings could be downgraded if debt-to-
EBITDA ratios are sustained above 3.75x (including Moody's
standard adjustments) or if free cash flow generation falls below
targeted levels as a result of subscriber losses due to a
potentially weak economy or migration to competing media services
or due to functional problems with satellite operations. A
weakening of Sirius' liquidity position below expected levels as a
result of dividends, share repurchases, capital spending, or a
significant acquisition could also lead to a downgrade. Ratings
could be upgraded if management demonstrates a commitment to
balance debt holder returns with those of its shareholders.
Moody's would also need assurances that the company will operate
in a financially prudent manner consistent with a higher rating
including sustaining debt-to-EBITDA ratios below 2.75x (including
Moody's standard adjustments) and free cash flow-to-debt ratios
above 20% even during periods of satellite construction.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industry Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Sirius XM Radio Inc., headquartered in New York, NY, provides
satellite radio services in the United States and Canada. The
company creates and broadcasts commercial-free music; premier
sports talk and live events; comedy; news; exclusive talk and
entertainment; and comprehensive Latin music, sports and talk
programming. SiriusXM services are available in vehicles from
every major car company in the U.S., and programming is also
available online as well as through applications for smartphones
and other connected devices. The company holds a 38% interest in
SiriusXM Canada which has more than 2 million subscribers. Sirius
is publicly traded and a controlled company of Liberty Media
Corporation which owns just over 50% of common shares and controls
a majority of the board of directors. Sirius reported 23.9 million
subscribers at the end of December 2012 and generated revenue of
$3.4 billion for the trailing 12 months ended December 31, 2012.


STAR WEST: S&P Assigns $825MM Debt 'BB-' Preliminary Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' rating and preliminary '2' recovery rating to
project finance entity Star West Generation LLC's proposed
$725 million TLB due 2020 and $100 million senior secured RCF due
2018.

The new credit facilities will replace the $550 million TLB and
$100 million RCF at SWG LLC and the $171.2 million term loan,
$5 million RCF, and $24.4 million letter of credit facility at GWF
(The GWF term loan balances are shown as of March 31, 2013).  A
$289.1 million term loan and $105.9 million letter of credit
facility at GWF's operating company, GWF Energy LLC, will remain
in place.  The stable outlook reflects that S&P expects debt to be
repaid from predictable cash flows from power purchase agreements
through most of the loan's tenor.

The new facilities are essentially a combination of debt at the
two portfolios and maintains leverage at existing levels.  The
combined portfolio consists of five natural gas-fired power plants
totaling 1,676 megawatts (MW) in Arizona and California.  SWG
LLC's assets consist of two combined-cycle gas turbine (CCGT)
plants totaling 1,149 MW in Arizona and GWF's assets consist of
one CCGT plant (335 MW) and two simple-cycle plants (each 96 MW)
in California.

The stable outlook reflects stable cash flows from tolling
agreement for years to come and S&P's expectation that the Tracy
conversion will continue to ramp up as expected without
operational issues.  Factors that might lead to a negative outlook
or a lower rating are sustained weaker performance at the plants,
with DSCRs dropping from the expected 1.3x area on a consolidated
basis to the 1.1x range.  Also, any developments, such as
prolonged force majeure events that lock up distributions, could
pressure ratings.  A positive outlook or higher rating would
require superior financial performance than S&P currently expects
on a sustained basis and higher confidence that refinancing risk
will not be a major concern, which could occur through additional
contracts or a very favorable climate for these assets in Arizona
and California.  In this case, consolidated DSCRs would improve
and remain above 1.4x or refinancing risk would be below $250 per
kW.


STOCKTON REDEVELOPMENT: S&P Affirms B Rating on 2006A & 2006B Bond
------------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its 'B' underlying rating (SPUR) on the Stockton Public
Financing Authority, Calif.'s series 2006A and 2006B revenue
bonds, issued on behalf of the Stockton Redevelopment Agency.  The
outlook is negative.

The CreditWatch action follows S&P's review of recent and
prospective cash flow information under California Assembly Bill
1484, which, among other provisions, required the dissolution of
the agency.

"We calculate that the successor agency will be able to continue
paying debt service on the bonds at least through the end of 2013,
and we believe the city has shown willingness to meet the
successor agency's obligations," said Standard & Poor's credit
analyst Chris Morgan.

The rating reflects S&P's view of the agency's:

   -- Several pledge of revenue from three project areas, with no
      requirement for the successor agency to use surpluses from
      one loan to cure shortfalls of another;

   -- Concentrated tax base and 0.11x maximum annual debt service
      (MADS) coverage by revenues from the North project area,
      with another project area, South Merged, also generating
      less than 1x MADS coverage; and

   -- High volatility (base-year to total assessed value, or AV)
      ratios in the project areas supporting the bonds, indicating
      the potential for fluctuations in AV to leverage
      proportionally much larger effects on pledged revenue.

The negative outlook reflects S&P's estimate that the successor
agency will have sufficient cash to make its payments at least
through the end of 2013 but that a declining trend in AV, should
it continue, could significantly lower pledged revenue because of
high volatility ratios among the project areas supporting debt
service.


THORNBURG MORTGAGE: Settlement with BofA Should Be Public
---------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the U.S. trustee
for bankrupt Thornburg Mortgages Inc. blasted the company's
Chapter 11 trustee Friday for trying to seal details of a
settlement in a breach of contract suit against Countrywide Home
Loans Inc. and Bank of America Corp. over loans underlying
mortgage-backed securities.

The report said the U.S. Trustee Hugh Bernstein told a Maryland
bankruptcy court that sealing the details of the agreement --
which resolves claims arising from allegedly faulty residential
mortgage loans sold to Thornburg -- ran contrary to Congress'
promotion of transparency in the court system.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


THQ INC: Initial Bids for IP Assets Due April 1
-----------------------------------------------
THQ Inc. will sell certain of its remaining intellectual
properties (IP) via a Court-supervised sale process. Last month,
THQ sold the majority of its studios and games in development as
part of its Chapter 11 case.  The company expects to complete the
bidding and sale process for these remaining IP assets by mid-May.

The company has designated six lots of IP titles for bidding:

   -- Darksiders;

   -- Red Faction;

   -- Homeworld;

   -- MX;

   -- Other Owned Software, including Big Beach Sports, Destroy
      All Humans!, Summoner, and more; and

   -- Other Licensed Software, including Marvel Super Hero,
      Supreme Commander, Worms, and more.

Each lot's complete group of titles is listed at the end of this
announcement.

Interested bidders must provide: (1) complete identification,
including the names of corporate officers or those authorized to
act on the bidder's behalf; (2) written evidence of authority to
enter into the anticipated transaction; and (3) proof of financial
ability to perform the contemplated transaction.  Only those
bidders who meet all three requirements will be provided access to
confidential information about each lot of titles once a non-
disclosure agreement has been executed.  Documentation meeting
these three requirements should be sent to auction@thq.com.

Initial bids must be submitted by April 1, 2013.  Final bids are
required by April 15.  The company, in consultation with its
unsecured creditors committee, will determine the best and highest
bid for each lot and designate a back-up bid.  In May, the sales
will be presented to the Court for final approval.

THQ Inc. has received more than 100 expressions of interest in
purchasing various titles; consequently, a vigorous sale is
anticipated. The company has established a special clearinghouse
at auction@thq.com for email questions about the forthcoming
sales.

Last month, the Court approved the sales of three of THQ Inc.'s
owned studios and games in development, as well as Evolve, a
working title under development at Turtle Rock Studios, Homefront
2, Metro: Last Light and South Park: The Stick of Truth.  Under
the terms of the agreements with the successful and approved
bidders, the THQ estate received approximately $72 million.

THQ and its domestic business units filed voluntary petitions
under Chapter 11 of the U.S. Bankruptcy Court for the District of
Delaware on Dec. 19, 2012.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January 2013.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TOPAZ POWER: S&P Affirms 'BB-' Rating on $640MM Facilities
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its
preliminary 'BB-' project rating to Topaz Power Holdings LLC's
$640 million senior secured facilities.  Topaz has upsized the
loan given favorable market reception.  As per the new terms,
Topaz will eliminate the revolving facility draw at close and
tighten the spread.  The upsized loan amount will remain within
the Topaz structure until September 2013, but can be distributed
to sponsors under a one-time restricted payments basket of
$35 million, subject to having a fully funded debt service reserve
and no draws under the revolving credit facility.

S&P revised the preliminary recovery rating to '3' from '2'.  The
lower recovery score follows higher outstanding debt balances
under a default simulation that S&P now expects to have a
meaningful (50% to 70%) recovery.  The preliminary ratings are
subject to S&P's review of executed documentation that includes
terms the project has represented and that S&P has included in its
rating conclusion.  S&P has not reviewed executed documents, and
the final rating could differ if any terms change materially from
its assumptions.

"The outlook on Topaz is stable, reflecting our expectation that
the project's heat rate call options will provide a base level of
cash flows until market conditions and merchant cash flow improve.
We would likely lower the rating if merchant power markets in
ERCOT weaken such that we expect less than $100 million of annual
excess cash flow sweeps after the hedges roll off.  We could also
lower the ratings if operational problems or pricing differentials
result in larger than historical hedge losses that reduce debt
service coverage toward 1x in 2013 or 2014.  An upgrade is
unlikely at this time, but could occur if the project mitigates
its exposure to merchant market risk by entering into new hedging
agreements that increase cash flow predictability, or if we have
higher confidence in ERCOT market conditions if energy prices
there rise and stabilize," S&P said.


TRANS ENERGY: Presented at EnerCom's Oil & Services Conference
--------------------------------------------------------------
Trans Energy, Inc.'s Chairman Steve Lucado and President John Corp
had presented on Feb. 20, 2013, at EnerCom's Oil & Services
Conference 11 being held at the Omni San Francisco Hotel located
in San Francisco, California.

The presentation focused on the Company's development efforts in
the Marcellus Shale, specifically in Marion, Marshall, Tyler and
Wetzel counties in Northern West Virginia.  The presentation
covered the following topics:

   * General information about Trans Energy, Inc.
   * Discussion of drilling results
   * Production history and future drilling plans
   * Wet gas economics
   * SEC Reserves
   * Recent shallow well transaction
   * Other information

A summary of the presentation made at EnerCom's Oil & Services
Conference 11 is available at http://is.gd/KrPVEN

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRIBUNE CO: Taps JPMorgan, Evercore to Explore Newspaper Sale
-------------------------------------------------------------
Merissa Marr and Keach Hagey, writing for The Wall Street Journal,
report that Tribune Co., months after exiting Chapter 11
bankruptcy protection, has hired J.P. Morgan Chase & Co. and
Evercore Partners to explore the sale of its newspaper business.

"There is a lot of interest in our newspapers, which we haven't
solicited," said Tribune spokesman Gary Weitman, according to the
report.  "Hiring outside financial advisors will help us determine
whether that interest is credible, allow us to consider all of our
options, and fulfill our fiduciary responsibility to our
shareholders and employees."

While a formal process has yet to start, the banks are now
expected to get to work sizing up potential bidders?both rivals
and "trophy" hunters who have or might express interest in the
property, said a person familiar with the matter, according to
WSJ.  The person described the current state of play as a
"discovery" phase.

According to WSJ, one person familiar with the matter said the
options on the table are to sell some or all of the newspapers.
The sellers could also break down the sale based on newspapers,
real estate and digital assets, said the person, who added there
is no urgency or deadline to sell the newspapers.

WSJ's source said Tribune has fielded inquiries from a number of
potential buyers interested in individual or multiple titles.
News Corp. CEO Rupert Murdoch has expressed interest in the Los
Angeles Times in the past, though lately he has suggested such a
deal would find it hard to clear federal limits on media cross-
ownership given News Corp.'s existing holdings in newspapers and
television.  Other names floated for the L.A. Times in the past
have included Los Angeles billionaires David Geffen and Eli Broad.
Mr. Geffen didn't respond to a request for comment. A spokeswoman
for Mr. Broad didn't respond to a request for comment.

Warren Buffett's newspaper acquisitions haven't gone unnoticed by
the Tribune team, according to a person familiar with the matter,
WSJ reports.  Mr. Buffett wasn't immediately reached for comment.

WSJ also notes Aaron Kushner, a businessman who bought a group of
papers including the Orange County Register last year, said in an
interview Tuesday: "As we have evaluated each of their markets,
market by market, we believe from our external diligence that each
of their markets could potentially have enough of the elements of
what we're looking for to run our particular business model."

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRW AUTOMOTIVE: Moody's Rates Proposed $400MM Notes Offer Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to TRW Automotive,
Inc.'s proposed offering of $400 million in new senior unsecured
notes. The proceeds from the notes are expected to be used for
general corporate purposes. In a related action Moody's also
affirmed TRW's Corporate Family and Probability of Default ratings
at Ba2, and Ba2-PD, respectively, and the ratings for the
guaranteed senior unsecured notes at Ba2, and the senior secured
revolving credit facility at Baa2. The Speculative Grade Liquidity
Rating was affirmed at SGL-2. The rating outlook is stable.

Ratings assigned:

$400 million new senior unsecured notes due 2021, Ba2 (LGD4, 57%);

Ratings affirmed:

Corporate Family Rating, at Ba2;

Probability of Default Rating, at Ba2-PD;

$1.4 billion senior secured revolving credit facility, Baa2 (LGD1,
5%)

$500 million senior unsecured notes due 2014, at Ba2 (LGD4, 57%);

Euro 275 million senior unsecured notes due 2014, at Ba2 (LGD4,
57%);

$600 million senior unsecured notes due 2017, at Ba2 (LGD4, 57%);

$250 million senior unsecured notes due 2017, at Ba2 (LGD4, 57%);

Speculative Grade Liquidity Rating, at SGL-2

Rating Rationale

The Ba2 Corporate Family Rating incorporates TRW's leading
position in the design and manufacture of active and passive
automotive safety related products, which has enabled it to
maintain strong credit metrics even as auto demand has been under
pressure in certain key markets. Moody's expects TRW's competitive
position and the increasing penetration of more sophisticated and
higher value safety related products to continue to help mitigate
weakness stemming from the company's European markets which are
being adversely affected by recessionary macroeconomic conditions.
The rating also considers the risks related to the diversion of
cash to the company's $1 billion share repurchase program that
extends through December 2014, along with any potential fines
resulting from the investigation by EU regulators of anti-
competitive conduct in the company's Occupant Safety Systems
business. The rating anticipates that TRW will execute its share
repurchase program at a measured pace and that the combined
effects of any EU fines and share repurchase activity will not
weaken financial metrics sufficiently to pressure the rating in
the near term.

With Debt/EBITDA below 2.0x, EBIT/Interest above 4x, and FCF/Debt
sustained above 10%, TRW's credit metrics have been strong for the
Ba2 Corporate Family Rating. Yet, macro-economic uncertainty in
Europe, which accounted for over 42% of revenues in 2012, has
grown and could constrain performance in 2013. This risk, along
with the pending EU investigation and increased shareholder return
initiative, limit rating upside at this time. The stable rating
outlook balances these potential near term risks against the
current strong financial metrics and the company's ongoing
maintenance of a good liquidity profile.

TRW's SGL-2 Speculative Grade Liquidity Rating denotes the
expectation of a continued good liquidity profile and is supported
by the company's cash balances following the proposed note
offering and availability under the $1.4 billion revolving credit
facility. As of December 31, 2012, TRW had $1.2 billion of cash
and cash equivalents, which is anticipated to be bolstered by the
net proceeds from the proposed note offering. The $1.4 billion
revolving credit facility was undrawn at December 31, 2012. While
TRW is expected to generate positive free cash flow over the next
twelve months, this amount may be diminished by any potential EU
regulatory settlement. Yet, Moody's expects the company's cash
balances and free cash generation will be sufficient to support
any potential EU regulatory fine and measured share repurchase
activities. The financial covenants under the revolving credit
facility are a cash interest coverage test and a net leverage
ratio test and are expected to have ample cushions over the near-
term to allow full access to the revolver availability. While the
current bank debt is secured by substantially all of the company's
domestic assets, the bank facility provides room for additional
debt.

Future events that have the potential to raise TRW's outlook or
ratings include TRW's ability to sustain EBIT margins in the high
single digits which is expected to be pressured by new program
costs and lower automotive demand in Europe. Moody's will continue
to monitor TRW's ability to manage the above headwinds over the
near-term along with its new $1 billion share repurchase program
and any liquidity impact from the potential settlement of the
investigation by EU regulators.

Future events that have the potential to lower TRW's outlook or
ratings include deteriorating industry conditions without
sufficient offsetting restructuring actions by the company that
result in EBIT margins approaching the low single digits,
EBIT/Interest coverage falling below 3.5x, Debt/EBITDA approaching
3.0x or if TRW is unable to maintain an adequate liquidity
profile.

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

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket. The company has four operating segments:
Chassis Systems, Occupant Safety Systems, Automotive Components,
and Electronics. Its primary business lines encompass the design,
manufacture, and sale of active and passive safety related
products. Revenues in 2012 were approximately $16.4 billion.


TRW AUTOMOTIVE: S&P Assigns 'BB' Rating to $400MM Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services is assigning its 'BB' issue
rating (one notch below the corporate credit rating) and '5'
recovery rating to TRW Automotive Inc.'s proposed $400 million
senior unsecured notes maturing in 2021.  The recovery rating on
the unsecured debt indicates that S&P believes lenders would
receive modest (10% to 30%) recovery of principal in the event of
a default.  The 'BB+' corporate credit rating on TRW remains
unchanged.  The outlook remains positive.

The proposed notes (absent near-term debt reduction), add about 30
basis points to leverage, bringing it to 1.5x, which remains
within S&P's expectations for the rating.  S&P's ratings assume
TRW will maintain its moderate financial policy, which has led to
strong credit measures.  S&P do not view the proposed debt
issuance as a change in financial policy that would favor
leverage.  TRW's liquidity remains strong and the company had
balance sheet cash of $1.2 billion as of Dec. 31, 2012.  TRW has
not stated a specific use of the funds other than general
corporate purposes, and its nearest maturities (totaling
$533 million) come due in March 2014.  However, the company's
8.875% senior notes ($219 million outstanding as of Dec. 31, 2012)
are callable based on call premiums beginning Dec. 1, 2013.

"Our rating on TRW reflects our assessment of its financial risk
as "intermediate" and its business risk profile as "fair," which
incorporates substantial exposure to the highly cyclical, global
light-vehicle market.  The intermediate financial risk profile
reflects the company's moderate financial policy, which has led to
permanent debt reduction using discretionary cash flow.  The
rating also reflects TRW's intentional reduction in financial
risk, including debt and pension reduction in 2011, which we
believe will better position it to mitigate future volatility in
the highly cyclical and competitive auto industry," S&P noted.

RATINGS LIST

TRW Automotive Inc.
Corporate credit rating             BB+/Positive/--

New Rating

TRW Automotive Inc.
$400 mil sr unsecd notes due 2021   BB
  Recovery rating                    5


UNI-PIXEL INC: Wellington Trust Holds 5% Stake at Dec. 31
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Wellington Trust Company, NA, disclosed that, as of
Dec. 31, 2012, it beneficially owns 497,100 shares of common stock
of Uni-Pixel, Inc., representing 5.14% of the shares outstanding.
A copy of the filing is available at http://is.gd/Vj6bJe

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.39 million in total assets, $103,588 in total liabilities and
$16.29 million in total shareholders' equity.


UNI-PIXEL INC: Wellington Mgmt Holds 5% Equity Stake at Dec. 31
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Wellington Management Company, LLP, disclosed that, as
of Dec. 31, 2012, it beneficially owns 497,100 shares of common
stock of Uni-Pixel, Inc., representing 5.14% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/TYp7yf

                         About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.39 million in total assets, $103,588 in total liabilities and
$16.29 million in total shareholders' equity.



UNIVERSAL HEALTH: Auction Scheduled for Feb. 26
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Universal Health Care Group Inc. was allowed to
proceed with an auction 20 days after the Chapter 11 filing even
though the secured lender is seeking a dismissal of the Chapter 11
reorganization filed in Tampa, Florida.

The report relates that under procedures approved by the
bankruptcy court on Feb. 22, bids were due initially by Feb. 25.
The auction on Feb. 26 would be followed by a hearing on Feb. 27
for approval of sale.  If auction results aren't favorable, the
Feb. 27 hearing represents the opportunity for BankUnited NA,
agent for the lenders, to persuade the bankruptcy judge that
dismissal of the bankruptcy is appropriate.  The lenders are owed
$36.5 million.

Universal located a buyer named Universal Health Acquisition Corp.
willing to purchase the subsidiaries for enough to pay off the
lenders, not to exceed $38 million.  The price, however, would be
paid in annual installments over 14 years, with interest at 2
percentage points higher than the London interbank offered rate.

The report notes that the sale gives the lenders several
alternatives.  One is a cash payment of $18 million in lieu of an
extended payout.  The lenders can argue at the Feb. 27 hearing
that they would rather foreclose than accept any of the options.
The sale would entail the bankrupt parent company's waiver of $8
million owing by the subsidiaries.

                   About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


VALLEJO CA: S&P Raises Rating on 1999 COPs to 'CCC+'
----------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating
(SPUR) to 'CCC+' from 'C' on Vallejo, Calif.'s series 1999
certificates of participation (COPs).  The outlook is stable.

"The raised rating reflects our view of the expiration of the debt
service restructuring under the settlement agreement with National
Public Financing Guarantee Corp., which allowed the city to draw
on its surety policy for 25% of debt service requirements; the
city's appropriation of the full amount of the July 15, 2013 lease
payment for the 1999 COPs; and the city's intent to continue to
appropriate the full debt service payment in the future, according
to management," said Standard & Poor's credit analyst Misty
Newland.  "The upgrade also reflects our opinion of the city's
emergence from bankruptcy in 2011," continued Ms. Newland.

The rating reflects S&P's opinion of the city's:

   -- General fund profile that currently exhibits strong
      reserves, although the city remains vulnerable to salary and
      benefit cost pressures despite a recently approved
      additional sales tax, as reflected in the city's five-year
      forecast, which requires significant employee compensation
      reductions to restore structural balance;

   -- Continued assessed value declines; and

   -- Debt service reserve, via a surety bond, which is currently
      below required levels.

The city's direct debt includes $49.5 million of COP general fund
obligations.


VIGGLE INC: 122,146 Check-Ins During Academy Awards Using App
-------------------------------------------------------------
Viggle Inc. provided certain reporters information about the
number of audio-verified check-ins during the Academy Awards
broadcast on Feb. 24, 2013, as well as certain other user metrics.
In particular, the Company reported the following:

  * The total number of audio-verified check-ins to the Academy
    Awards broadcast airing on Feb. 24, 2013, between 8:30 PM
    Eastern Time and 12:00 PM Eastern Time on the Viggle app was
    122,146.

  * The total number of Viggle LIVE players for the Viggle LIVE
    event for the Academy Awards broadcast airing on Feb. 24,
    2013, between 8:30 PM Eastern Time and 12:00 PM Eastern Time
    was 65,131.

  * Since the launch of the Viggle app on Jan. 25, 2012, and
    through Feb. 24, 2013, 2,134,848 users have registered for the
    Viggle app, of which the Company has deactivated 161,433 for a
    total of 1,973,415 registered users.

                            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: Will Have Chapter 11 Trustee
------------------------------------------
Bankruptcy Judge Joel T. Marker directed the appointment of a
Chapter 11 trustee in the bankruptcy cases of VS Fox Ridge, LLC,
and Stephen Lamar Christensen and Victoria Ann Christensen.  Both
cases are jointly administered.

Creditors Mountain Home Development Corp., JK Fox Ridge, LLC, ST
Fox Ridge, LLC, Ted Heap, Kinnon Sandlin, Triumph Commercial
Investments, LLC, Fox Ridge Investments, LLC, Triumph Mixed Use
Investments III, LLC, and Land Com Financial Group, LLC, filed the
motion to appoint a Chapter 11 Trustee or, in the alternative, to
convert the case to Chapter 7.  The Motion was joined by creditor
Forge Investments UT, LLC.

Mountain Home et al. are represented in the case by Jeffrey L.
Shields, Esq., Zachary T. Shields, Esq., and Jacob D. Lyons, Esq.
-- jlshields@cnmlaw.com , zachshields@cnmlaw.com and
jdlyons@cnmlaw.com -- at Callister Nebeker & McCullough.

A copy of the Court's Feb. 20, 2013 Order is available at
http://is.gd/TqwH1Pfrom Leagle.com.

                        About VS Fox Ridge

VS Fox Ridge, LLC, filed a 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 FARGO: Hit With Mortgage Penalties Class Action
-----------------------------------------------------
Joshua Alston of BankruptcyLaw360 reported that Wells Fargo & Co.
has been hit with a putative class action accusing the bank of
assessing undue penalties and fees to mortgage customers who have
filed for bankruptcy, even if they later withdrew their bankruptcy
petitions or had them dismissed.

The report related that Mark and Suzanne Guralnick filed the suit
in New Jersey state court Feb. 19 on behalf of themselves and all
New Jersey homeowners with mortgages through Wells Fargo who filed
petitions for bankruptcy and then terminated their bankruptcy
proceedings.


WVSV HOLDINGS: Amended Plan Promises Full Payment in 2 Years
------------------------------------------------------------
WVSV Holdings, LLC, last month submitted a First Amended Plan of
Reorganization which provides that payments to creditors will be
paid from cash on hand, proceeds from the sale of any portion(s)
of Tract A; subsequent sale of real property, and infusion(s) of
equity, to the extent necessary.

Under the Plan, each holder of general unsecured claims will
receive 100% of its allowed general unsecured claim.  Payments
will be made in four equal semi-annual payments.

The holder of 10K, LLC secured claim, which holds a first
beneficial interest in First American Title Trust 8436 in the
amount of $45,414,460, will continue to receive payment(s) in
accordance with the current loan documents, which provide for (1)
no interest accrual; (2) principal pay-down(s) at the rate of
$5,000 per acre; and (3) a 20% "profit participation" as that term
is defined in the 10K, LLC loan documents.

The holders of membership interests will retain their interests in
the Debtor, provided all payments under the Plan are made.
The members will receive their return of capital and pro-rata
distribution of any monies available for distribution, in
accordance with the operating agreement of the debtor, provided
the Debtor is current on all payments required under the Plan.

A copy of the Amended Chapter 11 Plan is available for free at
http://bankrupt.com/misc/WVSV_HOLDINGS_plan_1amended.pdf

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

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




WVSV HOLDINGS: Taps McGladrey LLP as Tax Accountant
---------------------------------------------------
W.V.S.V. Holdings LLC sought and obtained authority from the U.S.
Bankruptcy Court for the District of Arizona to employ McGladrey,
LLP, to provide accounting services, specifically the preparation
of the Debtor's state and federal 2012 tax returns.  The firm
assured the Court that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code and does not
represent any interests adverse to the Debtors and their estates.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

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


WVSV HOLDINGS: Ch. 11 Case Transferred to Judge Haines
------------------------------------------------------
The Chapter 11 case of W.V.S.V. Holdings LLC is transferred to
Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona after Judge Redfield T. Baum, Sr., recused
himself from hearing the case concluding that his impartiality to
the case might be questioned.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

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


ZACKY FARMS: Wins Approval to Sell Itself to Family Trust
---------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' DBR Small Cap, reported
that Zacky Farms LLC received bankruptcy-court approval to sell
its assets to the Robert D. and Lillian D. Zacky Trust, ending
weeks of post-auction negotiations over the sale.

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.

Bankruptcy Judge Thomas Holman presides over the case.  The
petition was signed by Keith F. Cooper, the Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


* State-Law Claim Ruling Allowed in Dischargeability Action
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Sam A. Lindsay in Dallas ruled on
Feb. 19 that a bankruptcy court has the right to enter a final
order in favor of a creditor on a state-law based claim in the
process of deciding the dischargeability of the debt.  The case is
Carroll v. Farooqi, U.S. District Court, Northern District of
Texas (Dallas).


* Sale Approval Barred Later Lawsuit Alleging Faulty Auction
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that approval of an auction barred an affiliate of a
bidder from suing later in federal district court on a theory that
the auction process was corrupt.

The report recounts that the unsuccessful bidder at a bankruptcy
auction for an auto dealership filed papers challenging approval
of the sale, saying the auction involved "fraudulent procedures."
Just before the bankruptcy court hearing on the sale, the losing
bidder withdrew the objection, allowing the bankruptcy court to
approve the sale.  Later, an affiliate of the losing bidder filed
suit against the automaker, contending that the auction violated
Kentucky state consumer protection and auto dealer laws.

According to the report, the suit was dismissed by U.S. District
Judge Henry R. Wilhoit Jr. in Ashland, Kentucky.  Judge Wilhoit
said the subsequent suit was barred by the principle of res
judicata because the affiliate raised and then withdrew the fraud
attack on the auction.

The report notes that the opinion doesn't discuss the issue of
whether the bankruptcy court had the power under the Supreme
Court's Stern v. Marshall opinion to make a final ruling on state-
law issues for res judicata purposes.

The case is Kentucky Automotive Center of Grayson LLC v. Nissan
North America Inc., 12-48, U.S. District Court, Eastern District
of Kentucky (Ashland).  A copy of the Court's Feb. 22 Memorandum
and Order is available at http://is.gd/BHpY0Afrom Leagle.com.



* Moody's Outlook for Asset Management Sector Remains Stable
------------------------------------------------------------
The 2013 outlook for the global asset management industry remains
stable, supported by moderate growth prospects and a return of
inflows into equity funds says Moody's Investors Service in a new
Industry Outlook entitled "Global Asset Management: 2013 Outlook &
2012 Review ". However, the rating agency says that the stable
outlook will be challenged by a sluggish economic recovery in
developed markets and regulatory pressures.

"We forecast moderate growth prospects for asset managers in 2013,
following market appreciation that drove assets under management
higher in 2012," says Robert Callagy, a Moody's Vice President -
Senior Analyst and co-author of the report. "We base our
expectation of moderate growth on modest gains in equity markets,
continued low interest rates, and a gradual erosion of risk
aversion. We're basing this on our forecast of a sporadic recovery
amongst developed economies in 2013, but relatively stronger
growth prospects for emerging economies," explains Mr. Callagy.

Moody's says that throughout 2013, return expectations on fixed-
income assets will remain low. "With the low-yield environment, we
expect industry growth to be driven by two ends of the product
spectrum: low-cost, passive investment strategies like ETFs on the
one hand, and alternative, niche investment opportunities such as
infrastructure debt and senior bank loan funds on the other," said
Michael Eberhardt, CFA, a Moody's Vice President -- Senior Analyst
and co-author of the report.

Moody's also expects a general improvement in asset managers'
financial metrics, supported by managers' improved cost control
and conservative approaches to liquidity and leverage management.

However, challenges to the rating outlook remain. The headwinds of
fiscal reform, regulation and deleveraging will continue to weigh
on recovering economies and keep volatility elevated. At the same
time, the sheer volume of regulatory reform initiatives presents
serious challenges for the asset management industry over the next
two years. The reality of complying with increased regulatory
oversight and reporting requirements will result in higher
operating costs and management distraction for asset management
firms.


* U.S. Slams States' Dodd-Frank Challenge
-----------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the U.S.
government asked a Washington federal judge Friday to toss a suit
brought by 11 states challenging the constitutionality of multiple
provisions of the Dodd-Frank Act, arguing the plaintiffs lack
standing and are suing over "conjectural" injuries.

The report related that Government attorneys told the court that
the plaintiffs -- which also include a community bank and two
advocacy organization -- lack standing to pursue the case because
they have not yet been harmed by any of Dodd-Frank's reforms.


* Major Banks Aid in Payday Loans Banned by States
--------------------------------------------------
Jessica Silver-Greenberg, writing for The New York Times, reported
that major banks have quickly become behind-the-scenes allies of
Internet-based payday lenders that offer short-term loans with
interest rates sometimes exceeding 500 percent.

According to the report, with 15 states banning payday loans, a
growing number of the lenders have set up online operations in
more hospitable states or far-flung locales like Belize, Malta and
the West Indies to more easily evade statewide caps on interest
rates.  While the banks, which include giants like JPMorgan Chase,
Bank of America and Wells Fargo, do not make the loans, they are a
critical link for the lenders, enabling the lenders to withdraw
payments automatically from borrowers' bank accounts, even in
states where the loans are banned entirely, the report said. In
some cases, the banks allow lenders to tap checking accounts even
after the customers have begged them to stop the withdrawals.

"Without the assistance of the banks in processing and sending
electronic funds, these lenders simply couldn't operate," Josh
Zinner, co-director of the Neighborhood Economic Development
Advocacy Project, which works with community groups in New York,
told the New York Times.

The banking industry says it is simply serving customers who have
authorized the lenders to withdraw money from their accounts. "The
industry is not in a position to monitor customer accounts to see
where their payments are going," Virginia O'Neill, senior counsel
with the American Bankers Association, told the news agency.

The New York Times, however, said state and federal officials are
taking aim at the banks' role at a time when authorities are
increasing their efforts to clamp down on payday lending and its
practice of providing quick money to borrowers who need cash.

The Federal Deposit Insurance Corporation and the Consumer
Financial Protection Bureau are examining banks' roles in the
online loans, according to several people with direct knowledge of
the matter, the report said.


* Veteran Bankruptcy Atty. John C. Thomas Joins Foley & Mansfield
-----------------------------------------------------------------
The national law firm of Foley & Mansfield announces that veteran
bankruptcy attorney John C. Thomas has joined the Firm as Of
Counsel.  He will practice in the Firms' Creditor's Rights and
Banking and Finance groups.

Thomas has more than 40 years experience in creditor's rights,
bankruptcy, workout matters and community and commercial bank
issues - including the restructuring and documentation of
commercial transactions and representation of business clients.
He has represented secured and unsecured creditors' interests in
major chapter 11 bankruptcy cases in the District of Minnesota and
additional venues across the country including Missouri, Illinois,
Delaware, New York, California and Utah.

"John is one of the most respected insolvency professionals in
Minnesota and throughout the country, and has always been a steady
hand in the complex world of business loans," says Thomas J.
Lallier, chair of the Firms' Creditor's Rights group.  "Through
his early training as a bank officer, he brings an insightful
perspective resulting in common sense solutions for his client's
problem credits," Lallier adds.

Foley & Mansfield -- www.foleymansfield.com -- is a national law
firm with a diverse practice of business and trial attorneys in
ten offices across the U.S. To learn more about how we can serve
your business, visit www.foleymansfield.com.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Feb. 18, 2013


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***