TCR_Public/120712.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 12, 2012, Vol. 16, No. 192

                            Headlines

1555 WABASH: Has Access to Cash Collateral Until Aug. 31
1555 WABASH: Plan Filing Deadline Extended to Aug. 28
1555 WABASH: AMT CADC Asks Court to Dismiss Chapter 11 Case
2655 BUSH: Files Sale-Based Combined Plan and Disclosure Statement
38 STUDIOS: Miscommunication Led to $75-Mil. Default, Execs Say

44 CP I: Voluntary Chapter 11 Case Summary
ALLIED SYSTEMS: Yucaipa Unit, CB Investments Are New DIP Lenders
ALLIED SYSTEMS: Sidley Austin to Represent Creditors Committee
AMERICAN APPAREL: Reports $52.1 Million Total Net Sales for June
AMERICAN PETRO-HUNTER: Has 3-Mil. Credit Facility with ASYM

AMKOR TECHNOLOGY: Moody's Affirms 'Ba3' CFR/PDR; Outlook Negative
APEX DIGITAL: Agrees to File Plan, Disclosure Statement by July 31
APPLETON PAPERS: Extends Sec. Notes Consent Deadline to July 12
ASURION LLC: S&P Affirms 'B+' Longterm Counterparty Credit Rating
ATP OIL: D.E. Shaw Discloses 5.1% Equity Stake

BAKERSFIELD GROVE: Receiver Has Final Approval to Access Cash
BARE NECESSITIES: Files for Chapter 11 to Halt Tax Deed Sale
BAYTEX ENERGY: Moody's Rates New C$300MM Sr. Unsecured Notes 'B1'
BE AEROSPACE: Moody's Affirms 'Ba1' Corporate Family Rating
BEAZER HOMES: Offering $75MM Common Stock and 3MM Equity Units

BEHRINGER HARVARD: Bank of America Objects to Cash Collateral Use
BIOLIFE SOLUTIONS: Expects $1 Million Revenue in 2nd Quarter
CHINA UNITED: Posts $149,200 Net Loss in Q3 Ended March 31
CIRCUS AND ELDORADO: Sets July 23 Hearing on Amended Plan Outline
CIRCUS AND ELDORADO: Gets Final Approval to Use Cash Collateral

CIRCUS & ELDORADO: Stutman Treister OK'd as Committee's Counsel
CLARE OAKS: Court OKs DIP Amendment, Sale Extension
COCOPAH NURSERIES: Case Summary & List of Creditors
COMMUNITY HEALTH: S&P Keeps 'B' Rating on Upsized Sr. 2020 Notes
CONNOLLY LLC: Moody's Assigns 'B2' CFR; Outlook Stable

CONNOLLY LLC: S&P Assigns Preliminary 'B' Corp. Credit Rating
CYBRDI INC: Had $206,300 Net Loss in First Quarter
CUBIC ENERGY: Posts $3.6 Million Net Loss in March 31 Quarter
DELTA PETROLEUM: Creditors Voting on Joint Venture With Laramie
DENNY'S CORP: GCIG to Open 50 New Denny's Restaurants in China

DEWEY & LEBOEUF: Ex-Partners Have Until July 24 to Settle
DOLLAR THRIFTY: Moody's Affirms 'B1' CFR, Rates Revolver 'Ba3'
DYNEGY INC: Court Approves Merger With Holdings
DYNEGY INC: Sec. 341(a) Meeting of Creditors Postponed
DYNEGY INC: Wins Nod to Maintain Bank Accounts

DYNEGY INC: Aug. 1 Set as Claims Bar Date
EAGLE ROCK: Moody's Rates New $250-Million Senior Notes 'B3'
EAGLE ROCK: S&P Gives 'B' Unsec. Debt Rating to New $250MM Notes
EASTMAN KODAK: Retirees' Committee Taps Segal Co. as Consultant
ELPIDA MEMORY: Bondholders Protest Sale to Micron Technology

ENERGY CONVERSION: Aug. 29 Hearing on Cash Collateral Objections
ESCALON MEDICAL: Had $639,800 Net Loss in March 31 Quarter
FERRARA CANDY: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
FIDDLER'S CREEK: Creditors, Lawyers to Pay Damages
FRANKLIN CREDIT: McCarter & English Approved as Bankruptcy Counsel

FRANKLIN CREDIT: SNR Denton OK'd as Special Securities Counsel
GLOBAL EQUITY: Had $139,400 Net Loss in 1st Quarter
GLOBAL SHIP: DePrince Race Owns 10.3% of Class A Shares
GRUBB & ELLIS: Seyfarth Shaw OK'd as Labor & Employment Counsel
GUIDED THERAPEUTICS: Warrant Exchange Offer Expires July 5

HALLWOOD GROUP: Posts $9.5 Million Net Loss in Q1 2012
HOMELAND SECURITY: Two Top Execs' Contracts Extended to 2014
HORIZON LINES: Western Asset Mgt. Has 14.4% Stake
HOVNANIAN ENTERPRISES: Swaps $6MM Debt With 1.5MM Class A Shares
IMAGEWARE SYSTEMS: 3 Execs. to Continue Services Until Dec. 31

INDIANA STEEL AND TUBE: Brownstown Steel Mill Files for Chapter 11
INPHASE TECHNOLOGIES: Has OK to Hire Laufer and Padjen as Counsel
INTELLIGENT COMMUNICATION: Posts $195,400 Net Loss in Q1 2012
INTERLEUKIN GENETICS: Delta Dental Increases Stake to 22.9%
INTERNATIONAL BARRIER: Posts $65,600 Net Loss in March 31 Quarter

J.C. PENNEY: Reports Final Phase of Restructuring Effort
JETSTAR PARTNERS: Has Courts Nod to Hire Bell Nunnally as Counsel
KV PHARMACEUTICAL: OrbiMed Advisors No Longer Owns Shares
LANDAMERICA FINANCIAL: $39 Million Settlement Approved
LANTERN PARTNERS: Files Schedules of Assets and Liabilities

LARSON LAND: Court Approves $1.6 Million DIP Financing
LASER COFINOGA: Moody's Downgrades Standalone BCA to 'Ba2'
LIFECARE HOLDINGS: Chief Financial Officer Out Effective Aug. 15
LIFECARE HOLDINGS: Adopts Key Employee Retention Plan
LSP ENERGY: Seeks Approval of Settlement With BNY, Bondholders

MARKETING WORLDWIDE: St. George Investments Owns 9.99%
MORGANS HOTEL: To Issue 3MM Add'l Shares Under Incentive Plan
MSR RESORT: Has Until Aug. 1 to Propose Chapter 11 Plan
MT. ZION: Court Continues Plan Confirmation Hearing to July 19
NATIONAL VISION: Moody's Assigns 'B2' CFR; Outlook Stable

NATIONAL VISION: S&P Gives 'B+' CCR; 'BB-' Credit Facility Rating
NAVISTAR INTERNATIONAL: Franklin Hikes Stake to 18.8%
NAVISTAR INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'B'
NORTHSTAR AEROSPACE: Court Approves Bayard P.A. as Counsel
NORTHSTAR AEROSPACE: Court OKs SNR Denton as Bankruptcy Counsel

NORTHSTAR AEROSPACE: Harris Williams Approved as Investment Banker
NORTHSTAR AEROSPACE: Court Extends Schedules Filing Until July 16
NORTHSTAR AEROSPACE: Logan & Co. OK'd as Administrative Advisor
OCALA FUNDING: Taylor Bean Unit Files Ch. 11, Probes Freddie Mac
OCALA FUNDING: Case Summary & 6 Largest Unsecured Creditors

ODYSSEY PICTURES: Had $68,400 Net Income in Fiscal 3rd Quarter
OMEGA HEALTHCARE: Fitch Assigns 'BB+' Subordinated Debt Rating
OMEGA NAVIGATION: Has Until Sept. 3 to File Reorganization Plan
PARKERVISION INC: Incurred $4.1 Million Net Loss in 1st Quarter
PARTY CITY: Moody's Assigns 'B2' Corp. Family Rating

PATRIOT COAL: Moody's Cuts Probability of Default Rating to 'D'
PATRIOT COAL: S&P Cuts Corp. Credit Rating to 'D' Over Bankruptcy
PEREGRINE FINANCIAL: To Liquidate Under Chapter 7 Bankruptcy
PINNACLE AIRLINES: Wants More Time to Decide on Unexpired Leases
PINNACLE AIRLINES: Wants Until Sept. 28 to File Chapter 11 Plan

PINNACLE AIRLINES: Wants Ernst & Young to Audit 2012 Financials
PINNACLE HOLDCO: S&P Assigns '(P)B' Corporate Credit Rating
PRESSURE BIOSCIENCES: Posts $1.1 Million Net Loss in Q1 2012
R.E. LOANS: Plan of Reorganization Confirmed
RG STEEL: Judge Clears Enviros to Pursue Appeal in Pollution Case

RG STEEL: Bonus Program Defective, U.S. Trustee Says
RITZ CAMERA: To Liquidate Remaining 137 Locations
RIVER CANYON: Can Hire Sender Wasserman as Bankruptcy Counsel
RT MIDWEST: Ruby Tuesday Restaurants Allowed to Use Cash
SAN BERNARDINO, CA: To Seek Creditor Protection Under Chapter 9

SBA TELECOMS: Moody's Rates New $650MM Sr. Unsecured Notes 'B1'
SBA TELECOM: S&P Rates New $650MM Senior Unsecured Notes 'B+'
SCI REAL ESTATE: First Amended Joint Plan of Liquidation Confirmed
SEARS HOLDINGS: 2013 Pension Contribution of Up to $430-Mil.
SEDONA DEVELOPMENT: Taps Stinson Morrison as Bankruptcy Counsel

SEMCRUDE LP: Creditors' Trust Sues Barclays Over $143MM Fee
SKINNY NUTRITIONAL: Trim Capital Reports 11.3% Equity Stake
STUDIO ONE: Posts $1.45-Mil. Net Loss in March 31 Quarter
TURBOSONIC TECHNOLOGIES: Had $326,700 Loss in March 31 Quarter
SUGARMADE INC: Incurred $625,400 Net Loss in Fiscal Q3

VYCOR MEDICAL: Richard Denness Succeeds Kenneth Coviello as CEO
WIDEOPENWEST FINANCE: S&P Rates $32MM Sr. Subordinated Notes CCC+
YOU ON DEMAND: Incurred $4.8 Million Net Loss in First Quarter
Z TRIM HOLDINGS: Revenue Grows 56% in Second Quarter

* Moody's Says Global Spec-Grade Corp. Default Rate Ends at 2.7%
* Moody's Says N.A. Pipelines Face Increased Business Risk
* Moody's Revises Outlook for North American Railroads to Stable

* Easterbrook Creates Circuit Conflict Over Lubrizol

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1555 WABASH: Has Access to Cash Collateral Until Aug. 31
--------------------------------------------------------
The Hon. Jacqueline Cox of the U.S. Bankruptcy for the Northern
District of Illinois entered a fourth interim order, allowing 1555
Wabash LLC to access cash collateral of AMT CADC Venture LLC and
Weyerhauser Realty Investors until Aug. 31, 2012.

In return for the Debtor's interim use of cash collateral, the
Lenders are granted adequate protection for their purported
secured interests.  The Debtor will, among other things, maintain
and pay premiums for insurance to cover all of its assets from
fire, theft and water damage; and maintain sufficient cash
reserves for the payment of postpetition real estate taxes when
these taxes become due and payable.  The senior lender, AMT CADC,
will be granted a priority claim and valid, perfected, enforceable
security interests in and to the Debtor's postpetition assets, to
the extent of any diminution in the value of the assets during the
period from the commencement of the Debtor's Chapter 11 case
through the next hearing on the cash collateral use.

A final hearing on the Debtor's request to use cash collateral
will be held on Aug. 28, 2012, at 10:00 a.m.

A full text copy of the interim cash collateral order and budget
is available for free at http://is.gd/F3wX5u

The cash collateral issues in the Chapter 11 case relate to the
rents generated at the Debtor's property and the funds on deposit
in accounts maintained by the Debtor.  The Senior Lender, AMT CADC
Venture LLC, asserts a first position mortgage lien and claim
against the property which purportedly secures a senior mortgage
debt of $42,126,967.  In addition to its mortgage lien on the
property, the Senior Lender asserts a security interest in and
lien upon the rents being generated at the Property.  The Junior
Lender, Weyerhauser, asserts a mortgage lien and claim against the
Property which secures a second subordinate mortgage debt of
$7,492,743.  In addition to its mortgage lien on the Property, the
Junior Lender asserts a security interest in and lien upon the
rents being generated at the Property.

                        About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 11-51502) on Dec. 27, 2011, to halt foreclosure of the
property.  Judge Jacqueline P. Cox oversees the case.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's counsel.  The Debtor scheduled $90,055 in personal
property and said the current value if its condo building is
unknown.  The Debtor disclosed $51.6 million in liabilities.  The
petition was signed by Theodore Mazola, president of New West
Realty Development Corp, sole member and manager of the Debtor.


1555 WABASH: Plan Filing Deadline Extended to Aug. 28
-----------------------------------------------------
The Hon. Jacqueline Cox of the U.S. Bankruptcy for the Northern
District of Illinois granted 1555 Wabash LLC an extension of its
exclusive periods set forth in Sections 1121(b) and 1121(c) of the
Bankruptcy Code through and including Aug. 28, 2012, and Oct. 28,
2012, respectively.

The Debtor said it needs further time for discussions with third
parties relating to a transaction that would involve the funding
of a plan.  The agent of the Debtor's senior lender has also begun
to conduct and manage settlement negotiations among the Debtor,
guarantors and senior lender.  If these settlement negotiations
are successful, all issues in this Chapter 11 case and with
respect to the property can be resolved.

                        About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 11-51502) on Dec. 27, 2011, to halt foreclosure of the
property.  Judge Jacqueline P. Cox oversees the case.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's counsel.  The Debtor scheduled $90,055 in personal
property and said the current value if its condo building is
unknown.  The Debtor disclosed $51.6 million in liabilities.  The
petition was signed by Theodore Mazola, president of New West
Realty Development Corp, sole member and manager of the Debtor.


1555 WABASH: AMT CADC Asks Court to Dismiss Chapter 11 Case
-----------------------------------------------------------
Lender AMT CADC Venture, LLC, has asked the Hon. Jacqueline Cox of
the U.S. Bankruptcy for the Northern District of Illinois to
dismiss 1555 Wabash LLC's Chapter 11 case or, in the alternative,
granting Lender relief from the automatic stay to pursue the
foreclosure proceeding against Debtor.

The Lender says that from the moment Lender notified Debtor of its
intent to foreclose on the $46 million loan it made to Debtor for
the development of a fourteen-story mixed use building located at
1555 S. Wabash, Chicago, Illinois, the Debtor has used every
avenue possible to siphon cash from the Property to its owners and
insiders.  "The Property is hopelessly underwater, with a market
value of roughly $30 million and secured debt to Lender of more
than $43 million (in addition to a junior mortgage holder owed
more than $9 million)," the Lender says.

The Debtor is owned and controlled by New West Realty Development
Corp.  New West is owned and controlled by Theodore Mazola and
August Mauro.  The Lender claims that two days after the Lender
notified Debtor and the Principals that the Lender was commencing
its foreclosure remedies with respect to the Property, the Debtor
"funneled more than $160,000 to New West by 'washing' it through
the property homeowners' association, which the Principals
control.  Beginning the very next month, the Principals utilized
Debtor to pay themselves, and two other principals, $35,000 per
month to compensate themselves for, in Mazola's words,
'interviewing attorneys, not only for foreclosure, but then for
the bankruptcy, choosing attorneys, negotiating'."

The Lender intervened in a state court mechanic's lien action to
protect its interests against mechanic's lien claimants who had
not been paid by Debtor.  The Lender filed a motion for the
appointment of a receiver.  "The Debtor requested time to file
briefs in opposition to the receiver's appointment, but its intent
to delay the proceedings became apparent when it filed no briefs.
The day the motion to appoint the receiver was to be argued,
Debtor strategically presented a motion for substitution of judge,
again delaying the receiver's appointment.  Four months after
Lender filed its motion, Circuit Court Judge Lisa Curcio denied
Debtor's request for yet another briefing schedule and granted
Lender's motion for the appointment of a receiver to manage the
Property," the Lender states.

On Dec. 26, 2011, the Debtor paid principal salaries totaling
$30,500 for January 2012, but didn't pay taxes.  The next day,
before the receiver had posted the required bond, the Debtor
initiated this proceeding.  As of Dec. 27, 2011, the Debtor's
indebtedness to the Lender was approximately $43,200,000.  Between
July 2011, when Lender first notified Debtor of Lender's intent to
pursue available remedies on the defaulted loan, and the Petition
Date, the Debtor siphoned more than $600,000 from the Property and
into the hands of the Principals and the various companies they
own, all purportedly for fees, expenses, commissions and salaries.
The Lender says that while a substantial amount of money was
washed through the HOA under the guise of reimbursement of
previously-paid expenses: (1) Debtor fell short on its obligations
to the HOA by more than $200,000 (and owed the HOA more than
$700,000 in past-due assessments); (2) Debtor failed to make any
payments to Lender on its loan, despite accruing more than $1.3
million in interest during that time period; and (3) the Property
and its residents suffered.  The condominium homeowners described
the conditions at the Property, as, among other things: concrete
crumbling from the ceiling of the parking structure.

The Lender is represented by:

     PIRCHER, NICHOLS & MEEKS
     I. Bruce Speiser, Esq.
     Timothy J. McCaffrey, Esq.
     Emily A. Fox, Esq.
     900 N. Michigan Avenue, Suite 1050
     Chicago, IL 60611
     Tel: (312) 915-3112
     Fax: (312) 915-3348
     E-mail: bspeiser@pircher.com
             tmccaffrey@pircher.com
             efox@pircher.com

                        About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 11-51502) on Dec. 27, 2011, to halt foreclosure of the
property.  Judge Jacqueline P. Cox oversees the case.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's counsel.  The Debtor scheduled $90,055 in personal
property and said the current value if its condo building is
unknown.  The Debtor disclosed $51.6 million in liabilities.  The
petition was signed by Theodore Mazola, president of New West
Realty Development Corp, sole member and manager of the Debtor.


2655 BUSH: Files Sale-Based Combined Plan and Disclosure Statement
------------------------------------------------------------------
2655 Bush LLC has filed a combined disclosure statement and
reorganization plan dated June 17, 2012.

The Debtor's sole material asset is a building and associated
parking garage located at 2655 Bush Street, at the intersection of
Divisadero Street, in San Francisco, California.  The Property has
received entitlements for development into approximately 4,180
square feet of retail space and 81 residential condominium or
apartment units.  The Debtor intends to sell the Property, thereby
providing funds to satisfy all of its debts; until that occurs,
the Debtor's sole member will continue to provide the Debtor with
financial support.

Under the Plan of Reorganization, the Debtor proposes to pay
secured and unsecured creditors in full, over time.  Specifically,
the debt secured by a first deed of trust encumbering the Property
will receive monthly payments of interest and principal, and a
balloon payment of the balance of the debt upon the sale of the
Property, or in any event by the first day of the 18th month after
the Effective Date of the Plan.  Substantially all other secured
and unsecured debts will be paid in full, half when the Plan
becomes effective, half on the first anniversary of the Effective
Date.

The classification and treatment of claims under the plan are:

      A. Class 1A (City and County of San Francisco) will be paid
         in two equal installments of $29,400 on Effective Date
         and on the earlier of sale or the first anniversary of
         Effective Date, interest and charges paid with second
         installment.

      B. Class 1B (Sum L. Seto Properties LLC and Jenny P. Seto
         Properties LLC) will be 18 monthly payments of
         approximately $42,000 and a 19th payment of the balance
         owed, approximately $7.5 million; paid in full upon sale,
         if earlier.

      C. Class 1C (Katherine Simon) will be paid in two equal
         installments of $15,000 on Effective Date and on the
         earlier of sale or the first anniversary of Effective
         Date, interest at 6% paid with second installment.

      D. Class 1D (Peter Siwinski) will be paid in two equal
         installments of $12,500 on Effective Date and on the
         earlier of sale or the first anniversary of Effective
         Date, interest at 6.5% paid with second installment.

      E. Class 1E (Robert Guichard) will be paid in two equal
         installments of $10,000 on Effective Date and on the
         earlier of sale or the first anniversary of Effective
         Date, interest at 7% paid with second installment.

      F. Class 2A (General Unsecured Creditors) will be paid in
         full, without interest, principal paid in two equal
         installments on Effective Date and on the earlier of sale
         or the first anniversary of the Effective Date.

      G. Class 2B (Unsecured Claim of Ernest McNabb) will receive
         no payment until every other creditor has received all
         payments provided under the Plan; thereafter, payment on
         such terms as the Debtor and Mr. McNabb agree.

      H. Class 3 (Ownership Interests of Ernest McNabb) is not
         affected by the Plan.

In addition, administrative claims will be paid in full on
confirmation of the Plan or when they come due.

A full-text copy of the combined disclosure statement and plan is
available for free at:

            http://bankrupt.com/misc/2655_BUSH_plan.pdf

San Francisco, California-based 2655 Bush LLC owns a building and
associated parking garage located at 2655 Bush Street, at the
intersection of Divisadero Street, in San Francisco, California.

2655 Bush LLC filed for Chapter 11 (Bankr. N.D. Calif. Case No.
12-30388) on Feb. 8, 2012.  Judge Thomas E. Carlson presides over
the case.  The company disclosed assets of $15.04 million and
liabilities of $12.4 million.


38 STUDIOS: Miscommunication Led to $75-Mil. Default, Execs Say
---------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that executives of 38
Studios LLC, the bankrupt game developer bankrolled by former MLB
ace Curt Schilling, told a Chapter 7 trustee Tuesday that poor
communication with Rhode Island officials helped lead the company
to default on a $75 million loan guarantee from the state.

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


44 CP I: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 44 CP I Loan LLC
        c/o Cathy L. Reece, Esq.
        FENNEMORE CRAIG, P.C.
        3003 N. Central Avenue, Suite 2600
        Phoenix, AZ 85012
        Tel: (602) 916-5343

Bankruptcy Case No.: 12-15286

Chapter 11 Petition Date: July 9, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Cathy L. Reece, Esq.
                  FENNEMORE CRAIG, P.C.
                  3003 N. Central Avenue #2600
                  Phoenix, AZ 85012-2913
                  Tel: (602) 916-5343
                  Fax: (602) 916-5543
                  E-mail: creece@fclaw.com

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

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

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

The petition was signed by Mark Winkleman, chief operating
officer.

Affiliate that sought Chapter 11 protection:

   Debtor                     Case No.    Petition Date
   ------                     --------    -------------
44 CP II Loan LLC             12-15287     7/09/2012
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000


ALLIED SYSTEMS: Yucaipa Unit, CB Investments Are New DIP Lenders
----------------------------------------------------------------
Judge Christopher S. Sontchi of U.S. Bankruptcy Court for the
District of Delaware has approved, on an interim basis, an amended
DIP financing facility obtained by Allied Systems Holdings Inc.
and its affiliates.

There is an objection to the proposed DIP financing.  The car
hauler's proposed bankruptcy loan from private equity owner
Yucaipa would "shackle the hands" of the company, unsecured
creditors of Allied Systems said, according to a report by Marie
Beaudette at Dow Jones' DBR Small Cap.

Under the amended DIP financing facility, the DIP lenders are
Yucaipa Leveraged Finance, LLC, and CB Investments, LLC.  Yucaipa
Leveraged Finance will provide $15 million and CB Investments will
provide $5 million upon final approval of the DIP financing.

As previously reported by the Troubled Company Reporter, Judge
Sontchi had authorized the Debtors, on an interim basis, to access
up to $10 million in loans from Yucaipa affiliates, Yucaipa
American Alliace Fund II L.P. and Yucaipa American Alliance
(Parallel) Fund II L.P.

To secure the DIP loan, the DIP lenders are granted postpetition
leins on all prepetition collateral of the Debtors.

The DIP loans will be used to, among other things, pay payroll-
related expenses.  The Debtors have separately sought court
permission to pay $600,000 in payroll obligations.  Christopher M.
Samis, Esq., at Richards Layton & Finger P.A., said in court
filings that on June 8, 2012, Allied and its affiliates issued
wage checks to their employees.  Because many have the Debtors'
employees 'had not yet cashed their wage checks as of the
Voluntary Petition Date, a significant number of wage checks are
in float, and the Debtors are concerned that if their employees
attempt to cash the wage checks prior to the First Day Hearing,
they will not be honored.  In addition to the wage checks, three
are also checks in float on account of Driver Drafts for payment
advances, tolls, fines and reimbursement of driver expenses.  If
the Employee Checks are not honored when the Debtors' employees
present them for payment, it could cause irreparable damage to
employee morale and even lead to employee attrition to the
detriment of the Debtors' estates and their stakeholders.

                       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.

Allied 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.


ALLIED SYSTEMS: Sidley Austin to Represent Creditors Committee
--------------------------------------------------------------
An official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Allied Systems Holdings Inc. and Allied
Systems Ltd.  The Committee is being represented by:

         Michael G. Burke, Esq.
         Brian J. Lohan, Esq.
         SIDLEY AUSTIN LLP
         787 Seventh Avenue
         New York, NY 10019
         Tel: (212) 839-5300
         Fax: (212) 839-5599
         Email: mgburke@sidley.com
                blohan@sidley.com

              - and -

         Matthew A. Clemente, Esq.
         SIDLEY AUSTIN LLP
         One South Dearborn Street
         Chicago, IL 60603
         Tel: (312) 853-7000
         Fax: (312) 853-7036
         Email: mclemente@sidley.com

                        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.


AMERICAN APPAREL: Reports $52.1 Million Total Net Sales for June
----------------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
and quarter ended June 30, 2012.  The Company reported that for
the month ended June 30, 2012, total net sales increased 16% to
$52.1 million when compared to the month ended June 30, 2011.
Between the same periods, comparable store sales on a preliminary
basis increased an estimated 19% and wholesale net sales increased
an estimated 8%.  For the quarter ended June 30, 2012, total net
sales increased an estimated 12% to $149.2 million, comparable
store sales increased an estimated 16% and wholesale net sales
increased an estimated 10%.

"We are very pleased to report strong sales performance across all
distribution channels and geographies and these results again
exceeded our expectations," stated Dov Charney, Chairman and CEO.
"In the month of June 2012, more merchandise was sold to customers
than for any June in our history.  On a per store basis,
annualized June 2012 in-store sales are trending only 8% less than
the historic high set in 2008 and we think we can surpass that
historic level within the next 12 to 18 months."

The Company made a significant improvement in its EBITDA
performance in 2011 and the Company is reiterating its 2012 EBITDA
projection to be in the range of $32 million to $40 million.

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

                        http://is.gd/HbgjF8

                       About American Apparel

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

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

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

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.

The Company's balance sheet at March 31, 2012, showed $331.38
million in total assets, $288.97 million in total liabilities and
$42.41 million in total stockholders' equity.


AMERICAN PETRO-HUNTER: Has 3-Mil. Credit Facility with ASYM
-----------------------------------------------------------
American Petro-Hunter, Inc., entered into a three-year credit
facility with ASYM Energy Partners LLC and its affiliates, a
private investment firm focused on the energy industry.  The
credit facility, in the amount of $10 million, is secured by all
of the Company's assets.  Proceeds from the loan will be utilized
to fund the development drilling of oil properties located in
central Oklahoma as well as acquisitions, repayment of certain
accounts payable, and working capital.

As part of the transaction, ASYM will advise the Company in the
areas of operational, technical, engineering and financial
matters.  In addition, a total of approximately $2.7 million of
liabilities were either forgiven or exchanged for common stock in
the Company.  This included the forgiveness of the Royalty
Interest Payable, the exchange of equity for accounts payable that
reduced the balance to approximately $0.3 million, and the
amendment of the convertible debentures which extended the
maturity date to six months after the maturity of the credit
facility, and removed all liens and security interests.  Also as
part of the transaction, the 6% overriding royalty interest held
by certain convertible debenture holders was contributed to the
Company.

The Company intends to utilize the credit facility to initially
fund the development drilling of the Company's North and South
Oklahoma oil focused horizontal drilling program, primarily
targeting the Mississippi Lime and the Woodford Shale.  The credit
facility will also allow the Company to participate for its full
working interest participation and accelerate production as well
as allow the Company to consider acquisitions of projects,
production and leases.

Company President Robert McIntosh states, "We are extremely
pleased to have closed this milestone funding arrangement with
ASYM and are expecting outstanding upside for the development of
our projects, especially with the welcome inclusion of added
expertise bolstering our financial and engineering strengths.  We
have aggressive growth plans ahead and look forward to our new
funding partner's active engagement that we expect will allow the
Company to gain the necessary scale through significant production
and cash flow growth.  As we meet our business objectives, we
should be in a position to migrate to an exchange like the NYSE
AMEX or NASDAQ with the goal of providing increased liquidity to
our shareholders."

                  About American Petro-Hunter, Inc.

Scottsdale, Ariz.-based American Petro-Hunter, Inc., is an oil and
natural gas exploration and production (E&P) company with current
projects in Kansas and Oklahoma.  As of March 15, 2012, the
Company has two producing wells in Kansas and six producing wells
in Oklahoma.  It also has rights for the exploration and
production of oil and gas on an aggregate of approximately 6,230
acres in those states.  This includes the Company's core assets
with rights to explore on 2,000 acres in Oklahoma, near the town
of Ripley on the North Oklahoma Mississippi Project and a forty
percent (40%) working interest in 3,000 acres in south-central
Oklahoma (the "South Oklahoma Lease").

The Company's balance sheet at March 31, 2012, showed $1.88
million in total assets, $1.90 million in total liabilities, and a
stockholders' deficit of $24,688.

The Company's balance sheet at Dec. 31, 2011, showed $2.1 million
in total assets, $4.2 million in current liabilities, and a
stockholders' deficit of $2.1 million.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Weaver Martin &
Samyn, LLC, in Kansas City, Missouri, expressed substantial doubt
about American Petro-Hunter's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and is dependent upon
the continued sale of its securities or obtaining debt financing
for funds to meet its cash requirements.

The Company reported a net loss of $2.7 million on $317,900 of
revenue for the year 2011, compared with a net loss of
$2.5 million on $92,800 of revenue for 2010.


AMKOR TECHNOLOGY: Moody's Affirms 'Ba3' CFR/PDR; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed Amkor Technology, Inc.'s debt
ratings -- Ba3 Corporate Family (CFR), Probability of Default
(PDR), and Senior Unsecured; as well as the SGL-2 Speculative
Grade Liquidity rating -- but has changed the outlook to negative
from stable.

Ratings Rationale

The change to a negative rating outlook follows Amkor's
announcement that Tessera, Inc. has prevailed over Amkor in its
patent arbitration, and a separate announcement that Tessera has
commenced litigation seeking an injunction and damages related to
one of the disputed US patents. The full amount of the arbitration
award has yet to be determined, but Moody's believes the
arbitration will conclude by the end of 2012 with a required
payout within the first quarter of 2013.

Over the coming year, Moody's expects Amkor's revenues will be in
excess of $2.7 billion but with negative free cash flow (FCF) of
at least $150 million due to increased capital expenditures in
2012. In 2013, Moody's also expects negative FCF of at least $50
million due to cash payments under the arbitration award while the
high capital spending continues.

The negative outlook reflects: 1) Moody's expectation of strain to
Amkor's liquidity as the company is consuming cash for increased
capital expenditures to support a key customer and to begin
construction of a new production facility in Korea; 2) Moody's
view that the final arbitration order could require Amkor to pay
Tessera at least $125 million, all in the first quarter of 2013;
3) Moody's view that the litigation could divert management
attention away from managing the business during challenging
industry conditions; and 4) the uncertainty of longer term cash
flows from the potential for an injunction on the disputed patent.

In addition to the cash amount of the patent arbitration award,
Moody's notes that Tessera is seeking an injunction related to
alleged infringement of one of the US patents. Moody's believes
that Tessera's pursuit of injunctive relief indicates that this
patent could be an important contributor to Amkor revenues. Thus,
should Tessera be awarded injunctive relief, Moody's believes that
Amkor could be forced to either make further, significant
financial concessions to license the technology or lose a
significant revenue stream. Tessera has already cancelled its
license to Amkor for this particular technology.

Moody's expects Amkor will conserve cash in anticipation of the
required payments under the arbitration award, and will refrain
from further share repurchases. Moreover, Moody's expects that
Amkor could take further steps to bolster liquidity, such as
slowing the pace of capital expenditures or further increasing the
size of the revolver.

The rating could be downgraded if Tessera prevails in its effort
to obtain an injunction. The rating could also be downgraded if
Amkor makes further share repurchases prior to making the
arbitration award payments or if Amkor fails to otherwise increase
liquidity to cushion the cash impact of the arbitration award and
a potential unfavorable ruling on Tessera's request for injunctive
relief. The rating could also be downgraded if the ratio of debt
to EBITDA (Moody's standard adjustments) approaches 4x, or if
Amkor is unable to make steady progress restoring its EBITDA
margin to historical level of around 24%.

The rating outlook could be stabilized if either Tessera is not
awarded an injunction related to the US patent or Amkor is able to
settle this patent litigation for less than $50 million and Amkor
begins to generate sustained annual free cash flow of at least
$100 million and the ratio of debt to EBITDA (Moody's standard
adjustments) is on course to decline below 2.5x.

Amkor, based in Chandler, Arizona, is one of the largest providers
of outsourced semiconductor assembly and test (OSAT) services for
integrated semiconductor device manufacturers (IDM) as well as
fabless semiconductor companies.

The following ratings were affirmed:

  CFR: Ba3

  PDR: Ba3

  Senior Unsecured Debt: Ba3

  Speculative Grade Liquidity rating at SGL-2

Outlook changed to negative from stable.

The principal methodology used in rating Amkor was the Global
Semiconductor Industry Methodology published in November 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
in June 2009.


APEX DIGITAL: Agrees to File Plan, Disclosure Statement by July 31
------------------------------------------------------------------
The Bankruptcy Court has approved a stipulation between Apex
Digital, Inc., and the U.S. Trustee to settle the U.S. Trustee's
motion to dismiss the Debtor's Chapter 11 case or convert it to
Chapter 7.  Under the terms of the stipulation, the disclosure
statement and reorganization plan must be filed by the Debtor on
or before July 31, 2012.

Apex Digital earlier opposed the motion filed by Peter C.
Anderson, the U.S. Trustee for the Central District of California,
for an order either converting the Debtor's bankruptcy case to
Chapter 7 or dismissing the Debtor's bankruptcy case.  Pursuant to
the Motion, the U.S. Trustee asserts the dismissal or conversion
of the Debtor's bankruptcy case is warranted due to (1) failing to
file monthly operating reports for the months of January, February
and March 2012, and (2) failing to pay its U.S. Trustee quarterly
fee due for the first quarter of 2012.

Juliet Y. Oh, Esq., at Levene Neale Bender Yoo & Brill, LLP,
informs the Court that after receiving notice of the delinquencies
through the Motion, the Debtor immediately acted to cure the
delinquencies.  Specifically, on April 30, 2012, the Debtor filed
its MORs for the months of January, February and March 2012.  In
addition, on April 18, 2012, the Debtor submitted payment of U.S.
Trustee quarterly fee due for the first quarter of 2012, in the
sum of $4,875.  The payment has been received by the U.S. Trustee,
and that the Debtor is therefore current on U.S. Trustee quarterly
fee payment obligations.

Ms. Oh submits that the Debtor has not been sitting idly by during
the pendency of this case.  The Debtor has been maintaining its
business operations and administering its bankruptcy estate while
engaging in exhaustive plan negotiations with the Official
Committee of Unsecured Creditors and the Debtor's principal, David
Ji.  The lack of a disclosure statement or plan of reorganization
is due to the Debtor's belief that pursuing confirmation of a plan
of reorganization which has the full support of the Committee is
the most viable, cost-effective and efficient way to emerge from
Chapter 11 and is therefore in the  best interest of the Debtor's
estate and creditors.  The fact that the Debtor has not yet filed
a disclosure statement or plan of reorganization does not indicate
that the Debtor is incapable of effectuating a plan of
reorganization or effectively reorganizing, and the Motion does
not purport to argue otherwise.

As reported in the Troubled Company Reporter on May 24, 2012,
Kenneth G. Lau, Esq., representing the U.S. Trustee, argues that:

     -- no disclosure statement and reorganization plan has been
        filed to date in the Debtor's case;

     -- the Debtor has failed to file monthly operating reports
        since Jan. 31, 2012;

     -- the Debtor has failed to pay the quarterly fees for the
        quarter ended Mar. 31, 2012, amounting to $4,875.  In
        addition, quarterly fees continue to accrue and will be
        due on July 31, 2012.

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12.8 million
in assets and $27.1 million in liabilities, as of the Petition
Date.

Rosendo Gonzalez has been named Chapter 11 examiner in the
bankruptcy case.  Mr. Gonzalez has tapped C. John M. Melissinos,
Esq., at Davidoff Gold LLP, as counsel.


APPLETON PAPERS: Extends Sec. Notes Consent Deadline to July 12
---------------------------------------------------------------
Appleton Papers Inc. has extended the expiration time for its
solicitation of consents to amend the indenture governing its
10.50% Senior Secured Notes due 2015.  The extension is aimed to
permit, and give effect to, the transactions contemplated by the
previously announced Equity Purchase Agreement dated as of May 16,
2012, as amended, by and among Appleton Papers Inc., Paperweight
Development Corp., Hicks Acquisition Company II, Inc., and HH-
HACII, L.P., and the Cross Purchase Agreement dated as of May 16,
2012 between PDC and HACII.

The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, expired at 11:59 p.m. EDT on
July 2, 2012, with respect to the Transactions.

As extended, the expiration time for the consent solicitation will
be 4:00 p.m., New York City time, on Thursday, July 12, 2012.

Appleton also amended the consent solicitation solely with respect
to the Senior Notes to:

   (a) increase the consent payment to $15.00 for each $1,000
       principal amount of the Senior Notes for which a properly
       completed and duly executed consent is received prior to
       the expiration time and not duly and validly revoked; and

   (b) agree to use its commercially reasonable efforts to effect
       a tender offer for the outstanding Senior Notes within 75
       days after the closing of the Transactions at a make-whole
       price equal to: (i) accrued and unpaid interest on those
       Senior Notes to the redemption date plus; (ii) (A) interest
       on the outstanding Senior Notes that would have accrued
       from and including the redemption date to but excluding
       Feb. 8, 2013, plus (B) the redemption price set forth in
       Section 3.07 of the indenture governing the Senior Notes,
       in the case of each of those clauses (A) and (B) discounted
       back to the redemption date, computed on a semi-annual
       basis (assuming a 360-day year consisting of twelve 30-day
       months) using a discount rate equal to a comparable U.S.
       treasury security plus 50 basis points.

On July 9, 2012, Appleton extended the expiration time for its
previously announced solicitation of consents to amend the
indenture governing its 11.25% Second Lien Notes due 2015 to
permit, and give effect to, the Transactions.

As extended, the expiration time for the consent solicitations
will be 4:00 p.m., New York City time, on Thursday, July 12, 2012.

                       About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

The Company reported a net loss of $2.11 million for the year
ended Dec. 31, 2011, compared with a net loss of $31.66 million
for the year ended Jan. 1, 2011.

Appleton's balance sheet at April 1, 2012, showed $609.83 million
in total assts, $864.04 million in total liabilities, and a
$254.21 million deficit.

                          *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ASURION LLC: S&P Affirms 'B+' Longterm Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
counterparty credit rating on Nashville, Tenn.-based Asurion LLC.
The outlook is stable.

"At the same time, we assigned a 'BB-' senior secured debt rating
to Asurion LLC's $300 million five-year amortizing first-lien term
loan under its existing credit facility. The recovery rating on
the company's first-lien term loan and revolving credit facility
is '2', indicating our expectation for substantial (70%-90%)
recovery for lenders in the event of a payment default," S&P said.

"The recovery rating on the company's second-lien term-loan
facility is '6', indicating our expectation of negligible (0% to
10%) recovery for lenders in the event of a payment default.  "The
rating affirmation reflects that the completion of the proposed
transaction will not affect the company's credit profile," said
Standard & Poor's credit analyst Polina Chernyak.

"The rating on Asurion's first-lien senior credit facility is
based on our evaluation of the company's enterprise value at
default. The counterparty credit rating on Asurion LLC reflects
its significant leverage and fluctuating credit metrics --
resulting in a leveraged balance sheet that, in addition to the
company's financial management strategy, is a weakness to the
rating. The company's dependence on new subscribers and contract
renewals could challenge the sustainability of its leading
competitive position," S&P said.

Asurion's operating performance, which is a key strength to the
rating, and its leading competitive position and cash-generating
capabilities (as measured by revenue and EBITDA), which support
the company's deleveraging capabilities, offset the rating
weaknesses.

"The stable outlook reflects our view that the company will
continue to generate solid cash flow and will be able to service
its debt adequately," S&P said.

"We believe that the company's cash-flow generating ability and
EBITDA growth result largely from its successful international
expansion, strong attachment rates, and solid competitive position
in the handset protection and extended service warranty market,
and the value it offers to its clients and customers.  We believe
that these factors will enable the company to sustain favorable
operating performance despite the weak economy.  In addition, we
believe that despite difficult economic conditions and the global
pullback in consumer spending, extended service warranties and
handset protection coverage will remain a growing business for
NEWAsurion. We believe that NEWAsurion's solid client
relationships will enable the company to generate cash flow that
supports the current rating for the next 24 months. We believe the
company will continue to expand its products and services
successfully on a global basis and to gain additional market share
through market penetration," S&P said.


ATP OIL: D.E. Shaw Discloses 5.1% Equity Stake
----------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, D. E. Shaw & Co., L.P., and David E. Shaw disclosed
that, as of June 27, 2012, they beneficially own 2,662,347 shares
of common stock of ATP Oil & Gas Corporation which represents 5.1%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/izRVFN

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused in
the Gulf of Mexico, Mediterranean Sea and North Sea.  The Company
trades publicly as ATPG on the NASDAQ Global Select Market.

The Company's balance sheet at March 31, 2012, showed $3.63
billion in total assets, $3.48 billion in total liabilities,
$115.81 million in redeemable noncontrolling interest, $71.18
million in 8% convertible perpetual preferred stock, and a $34.44
million total shareholders' deficit.

                            *   *    *

As reported by the TCR on May 9, 2012, Moody's Investors Service
affirmed ATP's Caa2 Corporate Family Rating.  The Caa2 Corporate
Family Rating reflects ATP's small production and cash flow base,
low drilling risk diversification, high proportion of proved
undeveloped reserves and short PD (proved developed) reserve life,
extremely high leverage and chronic liquidity challenges.


BAKERSFIELD GROVE: Receiver Has Final Approval to Access Cash
-------------------------------------------------------------
Judge Erithe A. Smith of the Bankruptcy Court for the Central
District of California allowed Steven M. Speier -- in his capacity
as receiver for a rental property in Bakersfield, Calif., owned by
Bakersfield Grove Limited, LLC -- access to the cash collateral of
U.S. Bank, N.A., on a final basis, pursuant to a stipulation
between the parties, through the earlier of plan confirmation,
dismissal, or conversion of the Chapter 11 case.

Judge Smith also gave final approval to the terms of the
stipulation to provide adequate protection and permit the receiver
to continue in possession of the property.  As adequate protection
for the Receiver's use of Cash Collateral and the imposition of
the automatic stay:

    (i) the Bank will receive up to $80,000 in adequate protection
        payments; and

   (ii) the Bank will have a lien on and security interest in the
        rents, issues, profits, or other Cash Collateral generated
        on or after the Petition Date that would have been
        collateral under the Pre-Petition Loan Documents to secure
        the Pre-Petition Obligations.

The Bank will also have a claim of the highest administrative
priority above all administrative expenses incurred in Debtor's
Chapter 11 case.

The Debtor owns real property in Bakersfield, Calif., which has
been operated by the Debtor as a rental property and the Grove
Property produces rents which the Bank asserts constitute its cash
collateral.

Prior to the Petition Date, the Bank initiated a judicial
foreclosure action against the Debtor in the U.S. District Court
for the Central District of California.  On Dec. 16, 2011, the
District Court entered an order for the appointment of a temporary
receiver to manage the Grove Property.  Pursuant to that order,
Mr. Speier was appointed as receiver and took possession of the
Grove Property.

The Debtor, the Bank and the Receiver have entered into the
Stipulation which provides that the Receiver be excused for
immediate turnover of the Grove Property, and the income derived.
The Debtor and the Bank desire that the Receiver continue his use
of the Cash Collateral generated by the Grove Property to pay
operating expenses associated with the Grove Property and to
maintain the Grove Property and the Stipulation also provides for
the continued interim use of Cash Collateral.  The Bank is the
only known creditor asserting an interest in the Cash Collateral,
and the Bank consents to the use of the Cash Collateral by the
Receiver on the terms specified in the Stipulation.

The Debtor, the Bank and the Receiver also have agreed that the
Receiver will continue to operate the Grove Property, including
continuing to collect rent and charges from the tenants, paying
the monthly expenses associated with the Grove Property, and
preparing reports to the Bank and the Debtor.  However, the
Receiver is not permitted to sell or lease the Grove Property.

The Receiver projects monthly income for 2012 ranging from
approximately $106,000 to $119,000.

In the event that the income from the Grove Property exceeds the
amount of the expenses in the Budget, the Receiver will use the
excess cash first to pay delinquent real property taxes associated
with the Grove Property and, second, to pay up to $80,000 per
month to the Bank as adequate protection for the use of the Bank's
cash collateral.  Any cash remaining after these payments will be
held in reserve by the Receiver.

The Bank will also receive post-petition replacement liens on any
post-petition assets that, but for the filing of the Bankruptcy
Case, would have been collateral under the terms of the
Construction Loan, and the post-petition liens will have the same
extent, validity, scope and priority as the Bank's prepetition
liens.  The post-petition replacement liens will not attach to any
assets in which the Bank did not have a lien as of the Petition
Date.  To the extent there is a post-petition decline in the value
of the Bank's collateral, the Bank will receive a super-priority
administrative claim.

Both the Debtor and the Bank reserve their rights to move to
compel the Receiver to comply with the turnover requirements.  The
Bank reserves the right to move for relief from the automatic stay
or to move for additional adequate protection and the Debtor
reserves the right to oppose these requests.  Both the Debtor and
the Bank reserve their rights to compel a higher or lower monthly
payment to the Bank for purposes of adequate protection, relief
from stay or under the terms of a plan of reorganization.  In the
event the Stipulation terminates, the Debtor reserves the right to
move for an order authorizing the use of the Bank's cash
collateral and the Bank reserves the right to oppose such a
request.  The Debtor, however, has waived the right to surcharge
the Bank or its collateral.

                  About Bakersfield Grove Limited

Brea, California-based Bakersfield Grove Limited, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-13157) on March 12, 2012.  The Debtor, a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), has properties
located at Panama Lane, in Bakersfield, California.

Judge Erithe A. Smith presides over the case.  Kathy Bazoian
Phelps, Esq., at Danning, Gill, Diamond & Kollitz, LLP.  The
petition was signed by Robert M. Clark, president of managing
member.


BARE NECESSITIES: Files for Chapter 11 to Halt Tax Deed Sale
------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Bare Necessities Strip Club and Liquor Store in Miami, Florida,
has filed for Chapter 11 protection, listing $477,197 in assets
and debt of $499,068.  According to the report, Robert Meyer,
Esq., attorney for Bare Necessities, said there are plenty of
assets and the bankruptcy was only filed to stop a tax deed sale
scheduled for July 11.  He said the company did not pay its taxes
due to "oversight."

The report, citing court documents, says the company also owns
property in the Hialeah area.  The club is owned and managed by
Roger Farrell of Miami.  According to the report, the largest
creditor is Plantation-based Equitable Mortgage and Investment,
with mortgages on three properties totaling $150,000.  Miami-Dade
County's Building Department shows three claims totaling $50,000.


BAYTEX ENERGY: Moody's Rates New C$300MM Sr. Unsecured Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Baytex Energy
Corp.'s proposed C$300 million senior unsecured notes due 2022.
Baytex's other ratings are unchanged. The rating outlook remains
stable.

Proceeds from the notes will be used to fund the redemption of the
C$150 million debenture due August 26, 2016 and to reduce drawings
under the C$700 revolving credit facility.

Upgrades:

  Issuer: Baytex Energy Corp.

    Multiple Seniority Shelf, Upgraded to LGD5, 77% from LGD5,
    79%

    Senior Unsecured Regular Bond/Debenture, Upgraded to LGD5,
    77% from LGD5, 79 %

    Senior Unsecured Regular Bond/Debenture, Upgraded to LGD5,
    77% from LGD5, 79 %

Assignments:

  Issuer: Baytex Energy Corp.

    Senior Unsecured Regular Bond/Debenture, Assigned a range of
    77 - LGD5 to B1

Ratings Rationale

Baytex's Ba3 Corporate Family Rating (CFR) reflects its relatively
small reserves, short reserve life in terms of proved developed
(PD) reserves, high leverage on PD reserves and high dividend
payments. At the same time, the rating considers Baytex's 85% oil-
weighted production platform and solid leveraged full cycle ratio
(LFCR), growing production profile, strong interest coverage, and
favorable leverage on production and retained cash flow.

The US$150 million and C$300 million senior unsecured notes are
rated one notch below the Ba3 CFR due to the existence in the
capital structure of the prior-ranking C$700 million senior
secured revolving credit facility.

The SGL-2 Speculative Grade Liquidity rating indicates good
liquidity through mid-2013. During this period Moody's expects
Baytex to consume C$150 million of negative free cash flow, which
will be funded with drawings under the revolver. Pro-forma for the
notes issuance Baytex will have about C$500 million available,
after minimal letters of credit, under its C$700 million senior
secured revolving credit facility due 2014. The company should be
well in compliance with its three financial covenants through mid-
2013. Alternate liquidity is limited as the company's assets are
pledged under its revolving credit facility. In May 2012 the
company closed the sale of the non-operating North Dakota assets
for US$312 million.

The stable outlook reflects Baytex's growing production profile
and oil bias, favorable leverage in terms of production and strong
interest coverage. While a rating upgrade is not likely over the
near term, it would be possible if PD reserves were expanded
towards 100 million boe and the PD reserve life was increased
toward 6 years, while maintaining conservative financial metrics.
A negative outlook or downgrade could be considered if the
company's E&P debt to production appeared likely to rise above
$25,000 per boe or if or retained cash flow to debt appeared
likely to fall below 25%.

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

Baytex Energy Corp. (Baytex) is a Calgary, Alberta based
independent exploration and production (E&P) company that has
proved reserves of approximately 132 million barrels of oil
equivalent (boe) and average daily production of approximately
40,000 boe/d of which 80% is oil.


BE AEROSPACE: Moody's Affirms 'Ba1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed all BE Aerospace ratings
including the Ba1 Corporate Family Rating and the Ba2 ratings on
all of its senior unsecured note issues. This action follows the
increase in the amount of the add-on to the 5 1/4% note issue due
2022 to $800 million from $675 million. The net proceeds of the
add-on will be used to fund the repurchase of the company's $600
million 2018 8 «% senior notes in its tender offer and consent
solicitation with remaining net proceeds to be used for other
general corporate purposes, including potential acquisitions.
Moody's notes that the resulting increase in the company's
leverage metric will remain consistent with the Ba1 CFR rating
range. More information on the rating assignment on the add-on
issue is provided in the July 9 press release.

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

BE Aerospace, Inc is the world's largest manufacturer of
commercial and general aviation cabin interior products and a
major independent distributor of aerospace fasteners. BE
Aerospace's products include aircraft seats, equipment for food
and beverage preparation and storage, oxygen delivery systems, a
broad line of aerospace fasteners and certain engineering and
design services. Revenue for the last twelve months through March
31, 2012 was approximately $2.6 billion.


BEAZER HOMES: Offering $75MM Common Stock and 3MM Equity Units
--------------------------------------------------------------
Beazer Homes USA, Inc., has commenced concurrent underwritten
public offerings of common stock and tangible equity units.

The Company is offering $75 million of its common stock and
3,000,000 (equal to $75 million) of its tangible equity units in
the concurrent offerings.  The units are comprised of a prepaid
stock purchase contract and an unsecured senior amortizing note
due 2015.  In addition, the Company intends to grant the
underwriters a 30-day option to purchase up to an additional 15%
of the tangible equity units sold to cover over-allotments and a
30-day option to purchase up to an additional 15% of the shares of
common stock.  Neither offering is contingent upon completion of
the other offering.  The Company's common stock is listed on the
New York Stock Exchange under the symbol "BZH," and the Company
intends to apply to list the tangible equity units on the New York
Stock Exchange under the symbol "BZT."

The Company intends to use the net proceeds from these concurrent
offerings for growth capital, including for approximately $100
million of potential land investments in Florida, California,
Texas, North Carolina and Arizona, and for general corporate
purposes, including the repayment of outstanding indebtedness.

Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Deutsche
Bank Securities Inc. and UBS Securities LLC are serving as the
joint book-running managers for the offerings and KKR Capital
Markets LLC and Moelis & Company LLC are serving as co-managers
for the offerings.

The shares of common stock and the tangible equity units,
including the underlying stock purchase contracts and senior
amortizing notes, will all be issued pursuant to an effective
shelf registration statement on Form S-3 previously filed with the
Securities and Exchange Commission.  Preliminary prospectus
supplements related to the offerings have been filed with the SEC
and are available free of charge on the SEC's Web site at
http://www.sec.gov. Copies of the preliminary prospectus
supplements and the accompanying base prospectus related to the
common stock and tangible equity units offerings may be obtained
from (i) Credit Suisse Securities (USA) LLC, Attention: Prospectus
Department, One Madison Avenue, New York, New York, 10010, or by
telephone at +1 (800) 221-1037, or by email at
newyork.prospectus@credit-suisse.com; (ii) Goldman, Sachs & Co.,
via telephone: (866) 471-2526, email: prospectus-
ny@ny.email.gs.com, or standard mail at Goldman, Sachs & Co., 200
West Street, New York, NY 10282, Attn: Prospectus Department;
(iii) Deutsche Bank Securities Inc., Attention: Prospectus Group,
60 Wall Street, New York, NY 10005-2836 or by telephone at: (800)
503-4611, or by email at: prospectus.CPDG@db.com; or (iv) UBS
Securities LLC, 299 Park Avenue, New York, NY 10171, Attention:
Prospectus Department, or by calling (888) 827-7275. Investors
should read these documents for more complete information prior to
investing.

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion
in total assets, $1.67 billion in total liabilities, and
$200.38 million in total stockholders' equity.

                            *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) 'Caa2' probability of
default and corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said that although Beazer's business and liquidity profiles
have improved, S&P doesn't anticipate raising its ratings on the
company over the next 12 months because S&P expects costs
associated with the company's heavy debt load will weigh on
profitability.

In a credit opinion issued in March 2012, Moody's said that the
Caa2 corporate family rating reflects Moody's expectation that
Beazer's operating and financial performance, while improving
modestly, will remain weak over the next two years. More
specifically, Moody's assumes that elevated debt leverage, on-
going operating losses, and declining tangible equity will
continue over this time period. In addition, Moody's expects that
Beazer's cash flow generation, which was a negative $113 million
on a reported basis (and a negative $106 million on a Moody's-
adjusted basis) over the trailing 12 months ended December 31,
2011, will continue to be weak in fiscal 2012 and 2013, as the
benefits of inventory liquidation have largely played out and the
company pursues land investments.


BEHRINGER HARVARD: Bank of America Objects to Cash Collateral Use
-----------------------------------------------------------------
Bank of America, N.A. on behalf of itself and as agent for Regions
Bank, has filed a response to the motion for interim and final
usage of cash collateral filed by BHFS I, LLC, and its affiliates.

The Lender does not object to the Debtors' request to use cash
collateral in its entirety; however, BofA said the Debtors' use of
the Lender's cash collateral should, at this early stage of the
case, be limited to amounts necessary for the operation of the
Debtors' businesses and restricted so as to allow each Debtor to
only use the cash collateral generated by its own operations.
Further the Debtors' use of cash collateral should be conditioned
on providing the Lender with adequate protection.

As reported in the Troubled Company Reporter on June 21, 2012,
Behringer Harvard Frisco Square LP and its affiliated debtors,
BHFS I LLC, BHFS II LLC, BHFS III LLC, BHFS IV LLC, BHFS Theater
LLC, obtained interim permission to use cash securing their
obligations to their prepetition lenders.

The Debtors said in court papers that, without an immediate
ability to use Cash Collateral, they do not have other sufficient
cash and funds to carry on the operation of their businesses, to
pay employees, pay vendors and service providers, and to protect
their property.  Absent an immediate use of Cash Collateral, the
Debtors and their estates will suffer immediate and irreparable
injury.

Four debtors -- BHFS I LLC, BHFS II LLC, BHFS III LLC, and BHFS IV
LLC -- owed Bank of America, N.A., as agent for itself and for
Regions Bank, $43.8 million under a syndicated loan.  BofA and
Regions Bank assert a first lien on the Four Debtors' assets.

BHFS Theater owed Bank of America $4.6 million under a separate
loan.  BofA asserts a first lien on BHFS Theater's assets.  BofA
and Regions Bank, as lenders under the syndicated loan, assert a
second lien on BHFS Theater's assets.

The Debtors' loans matured in January 2012, and the lenders
accelerated all obligations in February 2012.  The Debtors have
proposed multiple restructuring mechanisms to their senior secured
lenders which, due mostly to the lenders' internal disagreements,
have not led to any meaningful progress.  An inability to
refinance their obligations in light of market conditions, and the
continued and severe downturn in the commercial real estate
markets have led the Debtors to file for Chapter 11 to restructure
their obligations, reorganize their businesses, preserve going
concerns, and maximize the returns for all creditors and
stakeholders.

                            About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger at Bryan Cave.


BIOLIFE SOLUTIONS: Expects $1 Million Revenue in 2nd Quarter
------------------------------------------------------------
BioLife Solutions, Inc., expects to report record revenue of
$1,092,450 for its second quarter ended June 30, 2012, up
approximately 76 percent from last year's second quarter, and up
31 percent from the first quarter of this year.  This was the
eighth consecutive quarter of sequential revenue growth reported
by the Company.

Chief Executive Officer Mike Rice said, "We're very pleased to
have reached this milestone and to have taken another significant
growth step as we scale our business and approach positive cash
flow from operations.  Our platform HypoThermosol and CryoStor
biopreservation media products continue to be recognized and
adopted as the preferred, best-in-class storage/shipping and
cryopreservation freeze media for clinical applications of cells
and tissues."

As previously forecasted by management, initial shipments to
BioLife's recently acquired contract-manufacturing customer
commenced in the second quarter of 2012 and also contributed to
the record revenue performance.

Rice continued, "We demonstrated our expertise and manufacturing
capacity to our new partner by successfully delivering numerous
batches and by offering several quality and process optimization
improvements.  The build-out of our second cGMP clean room suite
and the hiring of several new team members to support this
contract manufacturing agreement are ahead of schedule.  We look
forward to completing validation and commencing increased
production in the fourth quarter of 2012."

BioLife expects to report its full financial results for the
second quarter of 2012 before Aug. 15, 2012.

                      About BioLife Solutions

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

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

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $13.29 million in total liabilities and a
$11.43 million in total shareholders' deficiency.

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


CHINA UNITED: Posts $149,200 Net Loss in Q3 Ended March 31
----------------------------------------------------------
China United Insurance Service, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $149,258 on $699,169 of
revenue for the three months ended March 31, 2012, compared with a
net loss of $171,500 on $876,147 of revenue for the three months
ended March 31, 2011.

For the nine months ended March 31, 2012, the Company reported a
net loss of $458,295 on $2.40 million of revenue, compared with a
net loss of $174,946 on $2.02 million of revenue for the nine
months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$1.74 million in total assets, $1.39 million in total current
liabilities, and stockholders' equity of $345,574.

The Company stated: "The accompanying consolidated financial
statements were prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  The Company has
incurred net operating losses since inception.  The Company faces
the risks common to companies that are relatively new, including
capitalization and uncertainty of funding sources, high initial
expenditure levels, uncertain revenue streams, and difficulties in
managing growth. A t March 31, 2012, the Company had an
accumulated deficit of $2,273,799.  The Company's recurring losses
raise substantial doubt about its ability to continue as a going
concern.  The Company's consolidated financial statements do not
reflect any adjustments that might result from the outcome of this
uncertainty. The Company plans to acquire more insurance agency
companies in the PRC within the next 12 months, which will require
more funding.  The Company expects to incur losses from its
operations and will require additional funding in the next 12
months.

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

                       http://is.gd/xbQdwi

Zhengzhou, Henan, China-based China United Insurance Service,
Inc., operates as an insurance intermediary company in the
People's Republic of China.


CIRCUS AND ELDORADO: Sets July 23 Hearing on Amended Plan Outline
-----------------------------------------------------------------
Circus and Eldorado Joint Venture filed with the U.S. Bankruptcy
Court for the District of Nevada a blacklined version of the
Disclosure Statement explaining the proposed First Amended Plan of
Reorganization dated June 1, 2012.

A hearing on July 23, 2012, at 2 p.m., has been set.

The blacklined version reflects changes to the Debtors' First
Amended Plan.

According to the Disclosure Statement, the terms of the Plan
include, among other things:

   Class    Claims/Interest           Treatment
   -----    ---------------           ---------
     1    Other Secured Claims     Paid in full in Cash or
                                   otherwise left Unimpaired

     2    Other Priority Claims    Paid in full in Cash or
                                   otherwise left Unimpaired

     3    Mortgage Note Claims     If Class 3 Acceptance
                                   occurs, each holder will
                                   receive its respective Pro
                                   Rata share of (i) the Class 3
                                   Consensual Cash Distribution
                                   and (ii) the New Second Lien
                                   Notes.

                                   If Class 3 Acceptance does
                                   not occur, each holder will
                                   receive its pro rata share of
                                   (i) the Class 3 Cram-Down Cash
                                   Distribution and (ii) the
                                   Cram-Down Notes.

     4    US Foods Secured Claims  Paid in full in Cash, but no
                                   payment of accrued interest on
                                   the Allowed US Foods Secured
                                   Claim

     5    General Unsecured Claims Paid in full in Cash in four
                                   equal quarterly installments,
                                   the last of which will occur no
                                   later than one year after the
                                   Effective Date, with interest
                                   accruing at a rate of 5% per
                                   annum from the Petition Date
                                   through the date that the
                                   Allowed General Unsecured Claim
                                   is paid in full, provided that,
                                   in the event that any
                                   distribution to be made to
                                   a Holder of an Allowed
                                   General Unsecured Claim
                                   (on account of the principal
                                   amount of such Allowed General
                                   Unsecured Claims) in the
                                   aggregate totals less than
                                   $15,000, the Debtors, the
                                   Reorganized Debtors, and
                                   the Disbursing Agent, as
                                   applicable, will make
                                   any distribution in a
                                   single lump sum on the
                                   Effective Date, without
                                   interest.

     6     Equity Interests        Rights remain unaltered by
                                   the Plan.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/CIRCUS_ds_1amended.pdf

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.


CIRCUS AND ELDORADO: Gets Final Approval to Use Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada, in a final
order, authorized Circus and Eldorado Joint Venture to:

   -- use cash collateral pursuant to that certain stipulation
      between the Debtors and Bank of New York Mellon Trust
      Company, N.A. in its capacity as trustee with respect to
      that certain indenture dated March 5, 2002, as amended, for
      the Debtors' 10-1/8% Mortgage Notes due 2012; and

   -- grant the prepetition secured parties replacement liens
      subject to carve out on certain expenses.

A full-text copy of the stipulation is available for free at
http://bankrupt.com/misc/CIRCUS_cashcoll_stipulation.pdf

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.


CIRCUS & ELDORADO: Stutman Treister OK'd as Committee's Counsel
---------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized The Official Committee of Unsecured
Creditors in the Chapter 11 cases of Circus and Eldorado Joint
Venture, et al., to retain Stutman, Treister & Glatt Professional
Corporation as reorganization counsel, nunc pro tunc as of June 5,
2012.

As reported in the Troubled Company Reporter on June 20, 2012,
Jennifer A. Smith of Lionel Sawyer & Collins has agreed that her
firm will be designated as Nevada counsel to the Committee.  ST&G
will work cooperatively with LSC to ensure that any duplication of
efforts is avoided, and ST&G intends to delegate work to LSC as
appropriate.  ST&G will, among other things, advise the Committee
of its powers and responsibilities under the U.S. Bankruptcy Code.

ST&G will, among other things, assist the Committee in protecting
and preserving the interests of the unsecured creditors of the
Debtors as a class for these hourly rates:

           Principals                          $535 - $950
           Of Counsels                         $550 - $895
           Associates                          $285 - $495
           Law Clerks                          $250 - $270
           Paralegals                             $240

Attorneys expected to be most active in these cases:

           Eve H. Karasik                         $750
           Christine M. Pajak                     $565
           Danielle A. Pham                       $315
           Kendra A. Johnson, paralegal           $240

Eve H. Karasik, Esq., a member at ST&G, attests to the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.


CLARE OAKS: Court OKs DIP Amendment, Sale Extension
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved a fourth amendment to Clare Oaks' senior secured
superpriority debtor-in-possession loan agreement.

As reported in the Troubled Company Reporter on July 6, 2012, the
Debtor has agreed to pay a fee of $15,000 to the DIP Lender for
the amendment.  The bank and the Master Trustee have consented
to the proposed amendments to the budget and the final order.

Pursuant to the amendment, the Debtor agrees to market and sell
substantially all of their assets, in consultation with their
advisors, and to meet these milestones, among other things:

   (i) if applicable, by Aug. 21, 2012, the Debtor will have
       conducted an auction for the purchase of all or
       substantially all of the Debtor's assets;

  (ii) not later than Aug. 23, 2012, the Court will have held a
       hearing to approve the sale of Debtor's assets to the
       stalking horse bidder or other bidder making a higher and
       better offer for the assets;

(iii) the Debtor will close the sale of all or substantially all
      of the Debtor's assets by Sept. 30, 2012.

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


COCOPAH NURSERIES: Case Summary & List of Creditors
---------------------------------------------------
Debtor: Cocopah Nurseries of Arizona, Inc.
        c/o Craig D. Hansen, Esq.
        SQUIRE SANDERS (US) LLP
        One East Washington Street, #2700
        Phoenix, AZ 85004
        Tel: (602) 528-4000

Bankruptcy Case No.: 12-15292

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                   Case No.
        ------                                   --------
Cocopah Nurseries, Inc.                          12-15293
Wm. D. Young & Sons, Inc.                        12-15294
William Dale Young & Sons Trucking and Nursery   12-15296

Chapter 11 Petition Date: July 9, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Yuma)

Judge: Eileen W. Hollowell

About the Debtors: Cocopah Nurseries is a Young-family owned
                   agricultural enterprise with operations in
                   Arizona and California.  The Debtors' core
                   business involves the cultivation of palm trees
                   and other trees used for landscaping purposes,
                   as well as the associated farming of citrus,
                   dates, and other crops.  The Debtors presently
                   own more than 250,000 palm trees in various
                   stages of the tree-growth cycle.  Cocopah has
                   250 full-time salaried employees, and taps an
                   additional 50 to 250 contract laborers
                   depending on the season.  Revenue in 2010 was
                   $23 million, down from $57 million in 2006.

Debtors' Counsel: Craig D. Hansen, Esq.
                  SQUIRE SANDERS (US) LLP
                  1 East Washington Street, Suite 2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4085
                  Fax: (602) 253-8129
                  E-mail: craig.hansen@squiresanders.com

Cocopah Nurseries of Arizona's
Estimated Assets: $10,000,001 to $50,000,000

Cocopah Nurseries of Arizona's
Estimated Debts: $100,000,001 to $500,000,000

The petitions were signed by Darl E. Young, authorized
representative.

A. Cocopah Nurseries of Arizona's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Electrical District No. Eight      --                      $76,124
P.O. Box 99
Salome, AZ 85348-0099

Crop Production Services           --                      $18,325
210 S. Pacific
Coolidge, AZ 85128-4527

Empire Southwest 2506084           --                      $15,025
P.O. Box 29879
Phoenix, AZ 85038-9879

Helena ? Yuma                      --                      $10,612

Urena Farm Labor                   --                      $10,000

Desert Citrus Harvesting           --                      $10,000

Sellers Petroleum                  --                       $7,586

The Dune Company of Yuma, LLC      --                       $6,718

Yuma Mesa Fruit Growers Assoc.     --                       $6,605

Capital One Bank                   --                       $6,097

AR FAB LLC                         --                       $5,000

Fertizona-Buckeye, LLC             --                       $1,661

Cachon Bros. Construction          --                       $1,100

Yuma County Water Users?           --                         $980
Association

Republic Services #753             --                         $727

APS                                --                         $483

Taglemor, Inc.                     --                         $480

Airpeak                            --                         $269

Yuma County FSA                    --                         $250

Teamtalk Network, LLC              --                         $162

B. Cocopah Nurseries, Inc.'s List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Chuckwalla Farm Land LLC           --                     $125,000
5700 Wilshire Boulevard
Los Angeles, CA 90036

CVWD                               --                     $105,661
P.O. Box 5000
Coachella, CA 92236-5000

Anthony Vineyards, Inc.            --                     $100,000
52301 Enterprise Way
Coachella, CA 92236

C.V.W.D.                           --                      $72,986

Kenny Strickland, Inc. (WDY)       --                      $71,384

Palo Verde Irrigation District     --                      $68,076

Latin Lady Ranch LLC               --                      $62,500

Gomez Farm Labor Contracting, Inc. --                      $50,000

Foster-Gardner, Inc. (CR)          --                      $43,073

Law Office of Gregory R. Oleson    --                      $40,069

McKeever Water Well                --                      $39,801

Clympton Ag Services LLC           --                      $37,348

Imperial Irrigation Dist.          --                      $32,614

Oasis Ranch Mgt. Inc.              --                      $31,200

California Funding                 --                      $27,755

The Dune Company of Imperial       --                      $26,208
Valley

M & A Labor Contracting Inc.       --                      $25,000

Foster-Gardner, Inc. (COCO)        --                      $19,574

So Calif. Edison                   --                      $17,192

Transwestern Insurance             --                      $15,839

C. William Dale Young's List of Its Nine Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
General American Life              --                     $136,153
Insurance Company
P.O. Box 790196
St. Louis, MO 63179-0196

WDY & Sons Trucking P.S.P.         --                      $78,008
81910 Arus Avenue
Indio, CA 92201

Midland National Life Ins          --                       $7,608
Company (Greg)
P.O. Box 77065
Minneapolis, MN 55480-7765

Midland National Life Ins          --                       $5,563
Company (Duane)

Robert M. Gagnon                   --                       $5,400

Midland National Life Ins          --                       $3,841
Company (Darl)

American General Life Insurance    --                         $801
Company

Contractors State License Board    --                         $360

HCC Surety Group                   --                         $195


COMMUNITY HEALTH: S&P Keeps 'B' Rating on Upsized Sr. 2020 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Community Health
Systems Inc. senior note transaction, priced July 9, 2012, is
$200 million higher than considered in our analysis.

"Specifically, the $1.2 billion senior note issue (due 2020) is
$200 million higher than the amount we considered. The additional
amount does not have any impact on our corporate credit and issue-
level ratings, and our recovery rating of '5' is unchanged.  The
B+/Stable/-- rating on Community Health Systems Inc. reflects our
assessment of its business risk profile as "fair" because of its
large, relatively diversified portfolio of hospitals that helps
the company manage uncertain reimbursement, and spread local
market risk over many markets," S&P said.

"We continue to expect Community to maintain a "highly leveraged"
financial risk profile over the near term, given our expectation
that leverage will remain near the present level of 5.3x as we
expect reimbursement to pressure earnings and the company will
continue to incorporate acquisitions as a key strategy," S&P said.

Ratings List
Community Health Systems Inc.
Corporate credit rating                          B+/Stable/--
Proposed $1.2 billion senior notes due 2020      B
   Recovery rating                                5


CONNOLLY LLC: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
("CFR"), a Ba3 rating to a proposed first lien credit facility and
a Caa1 rating to a proposed second lien term loan of Connolly,
LLC. This is a first time rating for Connolly. The ratings outlook
is stable.

Proceeds from the term loans, along with additional equity, will
be used to finance the acquisition of Connolly by Advent
International Corporation. The sellers will maintain a meaningful
ownership stake post-transaction.

Moody's assigned the following ratings (and Loss Given Default
assessments) to Connolly, LLC:

- Corporate Family Rating, B2

- Probability of Default Rating, B2

- Proposed $30 million first lien revolver due 2017, Ba3
   (LGD3, 32%)

- Proposed $240 million first lien term loan due 2018, Ba3
   (LGD3, 32%)

- Proposed $130 million second lien term loan due 2019, Caa1
   (LGD5, 85%)

These ratings are subject to Moody's review of final
documentation.

Ratings Rationale

Connolly's B2 CFR reflects high financial leverage, a relatively
small revenue base and the upcoming expiration of a large customer
contract.

"Nonetheless, we anticipate revenue growth of over 30% in 2012 and
over 10% in 2013 which, combined with modest debt reduction, is
expected to lower debt / EBITDA to under 5 times over the next 12-
18 months", stated Moody's analyst Suzanne Wingo.

The ramp-up of a contract with the Centers for Medicare and
Medicaid Services ("CMS") is expected to drive most of the
company's near-term growth, supplemented by positive trends with
commercial insurance customers. Yet despite such rapid expansion,
revenues will still be relatively modest at under $300 million
annually. The CMS contract, which is expected to comprise over 25%
of consolidated revenues, expires in February 2014. The contract
expiration poses risk, although Moody's considers it likely that
the CMS will renew Connolly's contract because of Connolly's
success so far in recovering over a half billion dollars in
Medicare overpayments for the government.

"However, pricing concessions are typical in federal government
re-competes, and earnings could fall materially even if the
contract is renewed", Ms. Wingo added.

The B2 CFR reflects Connolly's good liquidity profile, leading
positions in each of its niche end markets, and meaningful
barriers to entry. The rating is further supported by positive
underlying fundamentals in the healthcare recovery vertical in
which claims volumes and values are expected to grow because of an
aging US population and the rising costs of healthcare.

The stable outlook reflects Moody's expectation that Connolly will
grow revenues in excess of 30% in 2012, expand its profitability
margins, and use excess cash flow to reduce debt. The ratings
could be upgraded if Connolly successfully renews large contracts,
continues to grow its revenue size and profitability, and
demonstrates a track record of debt reduction such that debt /
EBITDA can be maintained below 4 times. Conversely, the ratings
could be downgraded if Connolly loses a significant customer or if
pricing pressure leads to margin compression and a deterioration
in liquidity, such that debt / EBITDA is expected to be sustained
above 5.5 times or free cash flow to debt falls below 5%.

The principal methodology used in rating Connolly was the Global
Business & Consumer Service Industry Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Connolly is a leading provider of technology-enabled recovery
audit services to health insurers and the Centers for Medicare and
Medicaid Services, as well as retail and commercial businesses. In
2011, Connolly reported revenues of just under $200 million.


CONNOLLY LLC: S&P Assigns Preliminary 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' preliminary
corporate credit rating to Atlanta, Ga.-based Connolly LLC. The
outlook is stable.

"At the same time, we assigned our preliminary 'B' issue-level
rating to Connolly's proposed $30 million senior secured revolving
credit facility and $240 million senior secured first-lien loan.
The preliminary recovery rating is '3', reflecting our
expectations of meaningful (50%-70%) recovery for lenders in case
of a payment default," S&P said.

"We also assigned our preliminary 'CCC+' issue-level rating to the
company's $130 million senior secured second-lien term loan. The
preliminary recovery rating is '6', reflecting our expectations of
negligible (0%-10%) recovery for lenders in case of a payment
default.  All ratings are subject to review upon receipt of final
documentation. The preliminary ratings on Connolly LLC reflect our
view that the company has a "highly leveraged" financial profile
and a "weak" business profile," S&P said.

"In our view, the company has weak asset protection, and following
the leveraged buyout the debt burden will remain high and the
sponsor will likely influence financial governance," said Standard
& Poor's credit analyst Nalini  Saxena. "Because of recent growth
trends we expect Connolly's credit measures will improve
moderately over the next 12 months, but remain weak." The stable
outlook reflects our view that Connolly will continue to increase
revenues through its health care businesses and that its margins
will remain at least at current levels. We expect Connolly's
credit metrics to strengthen because of a combination of growth
and debt pay-down, but will remain in line with indicative ratios
for a "highly leveraged" financial profile and "weak" business
risk profile over the next 12 months," S&P said.


CYBRDI INC: Had $206,300 Net Loss in First Quarter
--------------------------------------------------
Cybrdi, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $206,344 on $242,333 of revenues for the three months
ended March 31, 2012, compared with a net loss of $188,699 on
$113,811 of revenues for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$10.46 million in total assets, $5.58 million in total
liabilities, and stockholders' equity of $4.88 million.

As reported in the TCR on April 23, 2012, KCCW Accountancy Corp.,
in Diamond Bar, California, expressed substantial doubt about
Cybrdi's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has incurred recurring
losses, accumulated deficit, and working capital deficit at
Dec. 31, 2011, and 2010.

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

                       http://is.gd/Vbywvu

Cybrdi, Inc., located in Xi'an, Shaanxi, People's Republic of
China, is holding company incorporated with 80% equity in Chaoying
Biotech, which is engaged in biotechnology manufacturing, and
research and development.  Through Chaoying Biotech, Cybrdi also
controls SD Chaoying, a cultural and entertainment company, which
is also developing a casino.


CUBIC ENERGY: Posts $3.6 Million Net Loss in March 31 Quarter
-------------------------------------------------------------
Cubic Energy, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.58 million on $1.27 million of revenues
for the three months ended March 31, 2012, compared with a net
loss of $2.52 million on $2.26 million of revenues for the three
months ended March 31, 2011.

For the nine months ended March 31, 2012, the Company reported a
net loss of $8.84 million on $5.99 million of revenues, compared
with a net loss of $6.86 million on $4.44 million of revenues for
the nine months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$32.31 million in total assets, $36.62 million in total current
liabilities, and a stockholders' deficit of $4.31 million.

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

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

                       http://is.gd/9gcEc9

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


DELTA PETROLEUM: Creditors Voting on Joint Venture With Laramie
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Delta Petroleum Corp. can express their
opinions on forming a joint venture with Laramie Energy II LLC by
voting for or against Delta's Chapter 11 reorganization plan.
Last week the bankruptcy court in Delaware approved disclosure
materials for Delta Petroleum, a Denver-based independent oil and
natural gas exploration and development company.  The confirmation
hearing for approval of the reorganization plan will take place
Aug. 15.  As the result of an auction, Laramie was selected to
sponsor a Chapter 11 plan that will create a joint venture two
thirds owned by Laramie and one-third by reorganized Delta.

According to the report, the disclosure statement reveals that
holders of $267.7 million in unsecured note claims against Delta
will have a recovery worth between 6% and 11.7% from receiving
stock in reorganized Delta.  Delta, in turn, will own one-third of
the joint venture.  Delta's unsecured creditors, with claims of
about $3 million, will have the same percentage recovery by
receipt of stock.  In addition to stock in the joint venture,
Delta will receive $75 million cash to be used in paying off about
$50 million owing on a loan to finance the Chapter 11 case.  The
remainder of the cash will be applied toward expenses of the
Chapter 11 effort.  Delta is contributing all except about $8
million of its property to the joint venture.  Laramie is
contributing selected assets plus $75 million cash.  The
reorganization structure preserves some $885 million in net
operating tax-loss carryforwards.

The joint venture, to be called Piceance Energy LLC, will be
financed in part with a $400 million revolving credit.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Laramie Energy II LLC has been approved by the Court to serve as
the sponsor for Delta's reorganization plan.

Delta Petroleum in July won approval for its disclosure statement
explaining the Chapter 11 reorganization plan.


DENNY'S CORP: GCIG to Open 50 New Denny's Restaurants in China
--------------------------------------------------------------
Denny's Corporation has signed an agreement with Great China
International Group for the development of 50 new Denny's
restaurants in southern China over the next 15 years.  GCIG has
exclusive rights to open units in six Chinese provinces including
Guangdong, Fujian, Guizhou, Jiangxi, Chongqing, and Sichuan.  The
Company expects the first restaurant will open in 2013.

John Miller, Denny's President and Chief Executive Officer,
stated, "This significant development agreement is Denny's first
major expansion in China and is the brand's largest international
development agreement to date.  This agreement builds upon the
success the Company has had in expanding the brand internationally
with recent franchise openings in Honduras, Canada, Puerto Rico,
and the Dominican Republic.  We are thrilled to begin our
relationship in China with GCIG and are impressed with their
expertise and resources.  We believe that the Denny's brand will
continue to grow around the world and are focused on finding
additional strong partners like GCIG as we continue our global
expansion efforts."

Sharon Huang, Business Director for GCIG, commented, "As the
brand's first franchise partner in China, we are honored to have
the opportunity to introduce local residents to Denny's everyday
value and craveable menu items served in an inviting, comfortable
atmosphere.  Today's Chinese consumers are hungry for the variety,
quality and value a brand like Denny's represents around the
world. Denny's history of success internationally gives us
confidence that this partnership will provide both GCIG and
Denny's a significant growth opportunity."

Denny's Senior Vice President of Global Development Steve Dunn
added, "Denny's will be the most recognized American family dining
brand to enter China.  Denny's has very high standards when it
comes to selecting the right franchisee and is excited to be
partnering with GCIG, an experienced, dedicated and talented
organization uniquely qualified to expand the Denny's brand in
China. We will work closely with GCIG to ensure Denny's becomes
the family dining brand of choice in southern China."

As Denny's approaches its 60th anniversary and 1,700th location,
the Company believes that the Denny's brand will become one of the
largest American full service brands in the world.  Through its
America's Diner brand positioning, it is providing current and new
guests the promise of everyday value with craveable, indulgent
products served in a friendly and inviting atmosphere.  Together
with its talented and committed franchisees and licensees, the
Company will work to continue to expand the Denny's platform
through all types of distribution points around the globe.

                     About Denny's Corporation

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

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

The Company's balance sheet at March 28, 2012, showed
$336.24 million in total assets, $338.88 million in total
liabilities, and a $2.64 million total shareholders' deficit.

                          *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.

As reported by the TCR on April 20, 2012, Standard & Poor's
Ratings Services withdrew all of its ratings, including the 'B+'
corporate credit rating on Spartanburg, S.C.-based Denny's Corp.
at the company's request.  There is no rated debt outstanding.


DEWEY & LEBOEUF: Ex-Partners Have Until July 24 to Settle
---------------------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reports
former partners of Dewey & LeBoeuf LLP on Wednesday afternoon were
offered a deal to give back as much as $103.6 million in pay and
other benefits, or face years of litigation.  The report says the
"clawback" deal is aimed at more than 700 former Dewey partners,
including 371 who retired or left the firm before January 2011 but
have since received cash payments for pension benefits or refunds
of capital they had invested.  The deal would help Dewey pay down
its mountain of debt.

WSJ also reports the Dewey estate is also going after some $217
million in unpaid client bills; and an estimated $60 million in
profits from unfinished legal work that ex-partners took with them
to their new firms.

The report says ex-partners have until July 24 to accept the law
firm's offer, but it was unclear how many would agree to it.  The
report notes many of the partners have retained lawyers to defend
against such claims. Some of them have said they are skeptical of
any deal offered by the estate, which they view as beholden to
Dewey's former leadership.

The report also says former Dewey Chairman Steven Davis isn't
eligible for the deal.  Mr. Davis, who was stripped of his power
in April, was sued last month by a former partner who accused him
and other leaders of the firm of running a "Ponzi scheme" that
used money invested by new partners to enrich themselves and
others.

A lawyer for Mr. Davis declined to comment, the report notes.

                        About Dewey & LeBoeuf

New York-based law firm 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 was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  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 & LeBoeuf has won Court authority to use lenders' cash
collateral through July 31, 2012.


DOLLAR THRIFTY: Moody's Affirms 'B1' CFR, Rates Revolver 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Dollar
Thrifty Automotive Group's $450 million senior secured revolving
credit facility. In a related action Moody's affirmed DTG's
Corporate Family Rating and Probability of Default Rating at B1.
The outlook remains stable. The B1 rating is supported by Dollar's
strong position in the value segment of the daily car rental
market along with its prudent financial strategy. The rating also
anticipates that industry fundamentals will remain strong.

Ratings Rationale

DTG has an efficient operating structure that yields competitive
returns. Unlike its peers, Dollar Thrifty enjoys a capital
structure that includes only fleet debt and has no burdensome
corporate debt. Consequently, its credit metrics are very strong
for the rating level. However, the B1 rating also recognizes that
Dollar could pursue share repurchases or other shareholder-
friendly actions that could weaken credit metrics or narrow the
current liquidity position. Nonetheless, Moody's expects that such
actions would be measured and would enable Dollar to maintain
credit metrics that remain consistent with the B1 rating while
retaining an adequate liquidity position,

The stable outlook reflects the company's highly competitive
position in the daily car rental market and strong credit metrics
balanced against the potential for measured shareholder-friendly
actions that might be undertaken.

DTG's Speculative Grade Liquidity rating is SGL-3. Moody's
believes the company has an adequate liquidity position which is
supported by a $450 million secured credit facility that matures
during 2017. After letter of credit usage, availability under the
facility is about $385 million. As of the end of the second
quarter, Dollar's cash position approximates $300 million. In
addition, the company had capacity of approximately $100 million
under its VFN facility with a revolving usage period extending to
October 2013. These liquidity sources, amounting to approximately
$800 million provide adequate coverage for the company's fleet
purchase requirements and the approximately $83 million in fleet
debt maturing during the coming twelve months.

The principal methodology used in rating Dollar Thrifty Automotive
Group was the Global Equipment and Automotive 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.


DYNEGY INC: Court Approves Merger With Holdings
-----------------------------------------------
Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern
District of New York approved the merger of Dynegy Inc. and Dynegy
Holdings LLC, bringing the companies a step closer to
their emergence from Chapter 11 protection.

The approval came after Dynegy Inc. put itself into bankruptcy
protection on July 6 to complete the merger and carry out a
settlement with creditors holding more than $2.7 billion of claims
against Dynegy Holdings.

In a July 10 decision, Judge Morris authorized both companies to
effectuate the merger on or before the effective date of Dynegy
Holdings' proposed restructuring plan.

The bankruptcy judge also authorized Dynegy Inc. to effectuate the
assignment of the administrative claim, which was granted to the
company, to a trust prior to the merger.

Dynegy Inc. may change the proposed beneficiaries of the trust if
it files and serves a notice of intent to do so, and no objections
are filed or those objections are either consensually resolved or
overruled by the bankruptcy court, Judge Morris said.  She
overruled objections to the merger that have not been withdrawn or
resolved.

A copy of Judge Morris' June 10 order is available without charge
at http://bankrupt.com/misc/DynegyInc_OrdMergerJuly10.pdf

In connection with the merger, Judge Morris also ordered that her
June 1 decision, which approved the settlement and was entered in
Dynegy Holdings' Chapter 11 case, be deemed entered in Dynegy
Inc.'s own bankruptcy case.

Earlier, the U.S. Trustee, a Justice Department agency that
oversees bankruptcy cases, opposed the merger, complaining Dynegy
Inc. did not provide enough information making it hard for anyone
to understand the impact of merging the two companies.

The same was echoed by Cleo Zahariades, an investor of Dynegy Inc.
who is suing its directors in Delaware Chancery Court over the
sale of the coal-powered plant assets.  Mr. Zahariades dropped his
objection prior to approval of the merger.

The merger is part of Dynegy Holdings' proposed Chapter 11 plan of
reorganization filed early last month.  After the merger, Dynegy
Inc. will be the surviving entity and all assets will be held by
the company.

In a separate order, Judge Morris granted Dynegy Inc.'s request
that her July 3 decision approving the outline of Dynegy Holdings'
plan or the so-called disclosure statement be made applicable to
the company's bankruptcy case.

The order handed down also authorizes the solicitation of votes
with respect to Dynegy Inc.  A copy of the July 10 order is
available without charge at:

   http://bankrupt.com/misc/DynegyInc_DSOrderJuly10.pdf

The proposed restructuring plan will be considered for approval by
the bankruptcy court on September 5.  The deadline for voting on
and for objecting to the plan is August 24.

                           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) 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.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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 Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings undertaken
Dynegy Inc. and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY INC: Sec. 341(a) Meeting of Creditors Postponed
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
ordered that no meeting of creditors pursuant to Section 341(a) of
the Bankruptcy Code will be held prior to September 6 in the
Chapter 11 case of Dynegy Inc.

Section 341 requires the U.S. Trustee, a Justice Department agency
that oversees bankruptcy cases, to convene what is commonly
referred to as a "341 meeting" or "meeting of creditors" within a
"reasonable time" after a company files for bankruptcy protection.

The meeting of creditors is a unique part of bankruptcy
proceedings.  It offers creditors an opportunity to examine the
bankrupt company's representative under oath about its financial
affairs and operations that would be of interest to the general
body of creditors.

                           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) 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.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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 Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings undertaken
Dynegy Inc. and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY INC: Wins Nod to Maintain Bank Accounts
----------------------------------------------
Dynegy Inc. obtained interim court approval to continue using its
current cash management system and bank accounts.

Earlier, Dynegy Inc. asked Judge Cecelia Morris that certain court
decisions including a January 26 order issued in Dynegy Holdings
LLC's Chapter 11 case be made applicable to its own bankruptcy
case.  The move is part of the proposed joint administration of
the companies' bankruptcy cases.

The interim order issued yesterday authorized Dynegy Inc. to use
its current cash management system to continue intercompany
transactions and pay non-debtor affiliates under its services
agreements.

The company was also given the go-signal to use its current bank
accounts including those at JPMorgan Chase Bank and Bank of New
York Mellon, and to use its disbursement accounts to finance
operating expenses with the funds held in those bank accounts.

A list of the bank accounts is available without charge
at http://bankrupt.com/misc/DynegyInc_BankAccounts.pdf

Dynegy Inc. can also close or open new bank accounts but it has to
notify the U.S. Trustee and comply with the requirements of
Section 345(b) of the Bankruptcy Code.  The bank accounts should
also be located at an authorized depository designated by the U.S.
Trustee.

The July 10 order also authorized the company to pay pre-
bankruptcy service charges outstanding as of July 6, if any, owed
to JPMorgan and BNY Mellon in connection with the maintenance of
its cash management system.

Dynegy Inc. can print "debtor in possession" or "DIP" on its
business forms immediately upon the filing date.  In case some
business forms were inadvertently sent or issued within five
business days of the filing date without the designation, the
requirements of the U.S. Trustee Operating Guidelines for the
printing of such designation are waived, according to the court
order.

                           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) 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.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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 Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings undertaken
Dynegy Inc. and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY INC: Aug. 1 Set as Claims Bar Date
-----------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order establishing a deadline for Dynegy Inc.'s
creditors to file their proofs of claim.

The court order established August 1, 2012 at 5:00 p.m.
(Prevailing Eastern Time) as the deadline for creditors, other
than governmental units, to file their claims, and
January 2, 2013 at 5:00 p.m. (Prevailing Eastern Time) as the
deadline for governmental units to file their claims.  It also
approved the procedures governing the filing of proofs of claim.

Any creditor that asserts a claim, which stems from the rejection
of an executory contract or unexpired lease, may file a proof of
claim by the later of either the applicable "Bar Date" or the
first business day that is at least 30 calendar days after the
mailing of a notice of rejection or a notice of an order approving
the rejection.

Meanwhile, creditors holding claims that were reduced by
amendments to the schedules may file a proof of claim on the later
of the applicable Bar Date or the first business day following 30
days after the mailing of the notice of amendment.

The July 10 order does not modify any order establishing bar dates
in the Chapter 11 cases of Dynegy Holdings LLC and its affiliated
debtors.

                           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) 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.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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 Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings undertaken
Dynegy Inc. and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


EAGLE ROCK: Moody's Rates New $250-Million Senior Notes 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Eagle Rock
Energy Partners, L.P.'s proposed offering of $250 million senior
notes due 2020. The proceeds from the notes offering will be used
to repay borrowings on Eagle Rock's senior secured revolving
credit facility.

Ratings Rationale

"This senior notes offering will enhance Eagle Rock's liquidity by
refinancing some of its outstanding revolver borrowings on a long-
term basis," commented Michael Somogyi, Moody's Vice President --
Senior Analyst. "This will boost the available borrowing capacity
on its bank credit facility, giving Eagle Rock more financial
flexibility to fund its planned growth capital expenditures."

The B3 rating on the proposed $250 million senior notes reflects
both the overall probability of default of Eagle Rock, to which
Moody's assigns a PDR of B1, and a loss given default of LGD 5
(77%). The senior notes are unsecured and guaranteed by domestic
subsidiaries on a senior unsecured basis. All of the outstanding
senior notes will be subordinate to the partnership's $675 million
senior secured credit facility. The size of this potential
priority claim to the assets relative to the amount of the senior
notes outstanding results in the notes being rated two notches
beneath the B1 Corporate Family Rating (CFR) under Moody's Loss
Given Default (LGD) Methodology.

Eagle Rock's B1 CFR reflects the partnership's low financial
leverage relative to peers. The partnership also has good
geographic and basin diversity in its operations. The rating is
tempered by Eagle Rock's greater business risk stemming from the
high proportion of commodity price risk within its midstream
operations, in addition to the inherent commodity price exposure
and capital intensity of its E&P segment. Management has targeted
3.5x Debt/EBITDA and it is important for the existing ratings that
this level is maintained in order to mitigate the higher business
risk.

Eagle Rock's ratings could be downgraded if leverage levels
increase significantly due to weaker than anticipated earnings
and/or large growth capital expenditures or acquisitions.
Consolidated Debt/EBITDA sustained meaningfully above 3.5x would
pressure the ratings. If Eagle Rock significantly decreases its
business risk by either growing the midstream business with a much
higher proportion of fee based contracts and significantly
increasing its proved reserve and production scale without
increasing its financial leverage then the ratings could be
upgraded. Fee based revenues approaching 50% of the midstream
business or average daily production of 20,000 boe would be
supportive of a higher rating.

The principal methodology used in rating Eagle Rock Energy
Partners, L.P. was the Global Midstream Energy 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.

Eagle Rock Energy Partners, L.P. is publicly traded midstream
energy and exploration and production MLP headquartered in
Houston, Texas.


EAGLE ROCK: S&P Gives 'B' Unsec. Debt Rating to New $250MM Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior
unsecured debt rating to Eagle Rock Energy Partners L.P.'s
proposed $250 million notes due 2020.

Eagle Rock Energy Finance Corp. is the co-issuer of the notes.

"The recovery rating on the notes is '4', indicating our
expectation for average recovery (30% to 50%) if a payment default
occurs. Immediately following the issuance, the partnership will
have $550 million total principal amount of outstanding notes,"
S&P said.

"The partnership intends to use proceeds from the unsecured notes
to pay down outstanding borrowings under its credit facility. Pro
forma for the issuance, we expect the company's debt to EBITDA
ratio will be below 4x over the next year, however, there could be
some volatility in these cash flows depending on market
conditions," S&P said.

Houston, Texas-based master limited partnership Eagle Rock Energy
Partners  engages in both the midstream energy business (which
includes gathering, processing, and transporting natural gas;
fractionating and transporting natural gas liquids; and crude oil
logistics and marketing) and the upstream  energy business (which
includes developing and producing interests in oil and  natural
gas).

Ratings List

Eagle Rock Energy Partners L.P.
Corporate credit rating            B/Stable/--

New Ratings
Eagle Rock Energy Partners L.P.
Eagle Rock Energy Finance Corp.
$250 mil. senior unsecured notes   B
Recovery rating                   4


EASTMAN KODAK: Retirees' Committee Taps Segal Co. as Consultant
---------------------------------------------------------------
BankruptcyData.com reports that Eastman Kodak's official committee
of retired employees filed with the U.S. Bankruptcy Court a motion
to retain Segal Company (Contact: Stuart Wohl) as actuarial
consultant at these hourly rates: principal at $440 to $700,
actuary at $325 to $485, benefit consultant at $230 to $470 and
analyst at $230 to $400.

                        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.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

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.

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.


ELPIDA MEMORY: Bondholders Protest Sale to Micron Technology
------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Elpida Memory Inc. bondholders said the integrity of Japan's
corporate restructuring is at stake in a brewing dispute over the
planned sale of the chip maker to rival Micron Technology Inc.

As announced early this month, Micron Technology, Inc., and the
trustees for Elpida Memory have signed a definitive sponsor
agreement for Micron to acquire and support Elpida.  The agreement
has been entered into in connection with Elpida's corporate
reorganization proceedings conducted under the jurisdiction of the
Tokyo District Court.

Under the agreement, JPY200 billion -- approximately US$2.5
billion assuming JPY80/US$ -- total consideration, less certain
reorganization proceeding expenses, will be used to satisfy the
reorganization claims of Elpida's secured and unsecured creditors.
Micron will acquire 100% of the equity of Elpida for JPY60 billion
-- approximately US$750 million -- to be paid in cash at closing.
In addition, JPY140 billion -- approximately US$1.75 billion -- in
future annual installment payments through 2019 will be paid from
cash flow generated from Micron's payment for foundry services
provided by Elpida, as a Micron subsidiary.

As a result of the payments, all pre-petition debt obligations of
Elpida will be fully discharged under the corporate reorganization
proceedings. The agreement also calls for Micron to provide
certain financing support for Elpida capital expenditures, subject
to specified conditions, and to maintain Elpida's operations and
employees.

                        About Elpida Memory

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

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

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


ENERGY CONVERSION: Aug. 29 Hearing on Cash Collateral Objections
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
will convene a hearing on Aug. 29, 2012, at 12 noon, to consider
objections to the:

   a) rights granted to Energy Conversion Devices, Inc., under
      cash collateral order with respect to the prepetition
      secured claim and the granting of postpetition replacement
      liens to ECD;

   b) scheduled prepetition general unsecured claim and
      prepetition secured claim of ECD against United Solar Ovonic
       LLC; and

   c) postpetition unsecured claims of ECD for postpetition
      advances made to USO.

The Court ordered that (i) the hearing will be canceled if the
Plan has become effective before the date of the hearing; and (ii)
all other actions relating to the objection, including discovery,
are stayed through the date of the hearing.

On June 21, the Debtors entered into a stipulation agreeing to
stay the proceedings relating to the objection pending the outcome
of the voting on the Second Amended Joint Plan of Liquidation of
the Debtors.

The stipulation provides for, among other things:

   1. provided that the Plan has not become effective, the hearing
      on the objection will be on Aug. 15, 2012, at 12 noon;

   2. provided that the Plan has not become effective, parties may
      file a response to the objection no later than Aug. 9;

   3. all other actions relating to the objection, including
      discovery, are stayed through Aug. 15, ; and

   4. if the Plan becomes effective and the Debtors' estates are
      substantively consolidated, the objection will be withdrawn.

A full-text copy of the stipulation is available for free at:
http://bankrupt.com/misc/ENERGY_CONVERSION_CC_stipulation.pdf

                      About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


ESCALON MEDICAL: Had $639,800 Net Loss in March 31 Quarter
----------------------------------------------------------
Escalon Medical Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $639,786 on $6.07 million of revenues for
the three months ended March 31, 2012, compared with a net loss of
$1.92 million on $6.40 million of revenues for the three months
ended March 31, 2011.

For the nine months ended March 31, 2012, the Company reported a
net loss of $5.0 million on $18.37 million of revenues, compared
with a net loss of $3.62 million on $19.08 million of revenues for
the nine months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$10.57 million in total assets, $8.97 million in total
liabilities, and stockholders' equity of $1.60 million.

"The Company has incurred recurring operating losses, no longer
have the benefit of cash inflows from Vascular and on May 11,
2012, the BHH debtholder informed the Company that it intends to
declare the BHH debt, which is guaranteed by Escalon, into
default, as such, the entire debt of $4,149,516 is recorded as a
current liability.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern."

"On Jan. 12, 2012. BH Holdings, S.A.S. ("BHH"); a wholly owned
subsidiary of Drew [Drew Scientific, Inc., a wholly owned
subsidiary of Escalon] initiated the filing of an insolvency
declaration with the Tribunal de Commerce de Rennes, France
("Commercial Court").  The Commercial Court on Jan. 18, 2012,
opened the liquidation proceedings with continuation of BHH's
activity for three months and named an administrator to manage
BHH.  Since BHH is no longer controlled by Drew it was
deconsolidated in the Dec. 31, 2011, consolidated financial
statements and prior period amounts are presented as discontinued
operations."

"The filing of the insolvency declaration at BHH will have a
material effect on results of operations in subsequent periods.
BHH's product line revenues from operations were $4,763,056,
$5,254,574 and $2,647,877 in fiscal 2011, 2010 and 2009,
respectively.  Losses from operations, net of taxes, were
($1,232,904), ($635,952) and ($1,068,040) in 2011, 2010 and 2009,
respectively."

As reported in the TCR on Oct. 18, 2011, Mayer Hoffman McCann
P.C., in Plymouth Meeting, Pennsylvania, says that the ongoing
debt payments on the debt related to the Biocode Hycel acquisition
and continued losses from operations and negative cash flows from
operating activities raise substantial doubt about Escalon
Medical's ability to continue as a going concern.

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

                       http://is.gd/HpuKU3

Wayne, Pa.-based Escalon Medical Corp. operates in the healthcare
market, specializing in the development, manufacture, marketing,
and distribution of medical devices and pharmaceuticals in the
areas of ophthalmology, diabetes and hematology.  The Company and
its products are subject to regulation and inspection by the
United States Food and Drug Administration (the "FDA").


FERRARA CANDY: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Chicago-based Ferrara Candy Co., a company formed
through the merger of Farley's & Sathers Candy Co. Inc. and
Ferrara Pan Candy Co. Inc.  The outlook is stable.

The merger closed in June 2012. "At the same time, we assigned our
'B' issue-level rating to Ferrara's $425 million senior secured
term loan facility," S&P said. The recovery rating is '4',
indicating our expectation for average (30% to 50%) recovery in
the event of a payment default.

The term loan is issued at the operating company level through its
Candy Intermediate Holdings Inc. subsidiary. The company also
issued a $125 million asset-based lending (ABL) revolving loan
facility due 2017, which is unrated.

"We understand that Ferrara received about $330 million of
additional equity from existing shareholders, including majority
owner Catterton Partners. We are withdrawing all existing ratings
on Farley's & Sathers, including the issue-level ratings, as this
debt has been fully repaid concurrent with the close of the merger
and related financing," S&P said.

The ratings on Ferrara reflect Standard & Poor's assessment of the
company's financial risk profile as "highly leveraged" and its
business risk profile as "vulnerable."

"Key credit factors in our business risk assessment include
Ferrara's participation in the highly competitive and fragmented
nonchocolate confectionary industry, limited international
presence, and volatility of raw material costs," S&P said.

"We believe the company will benefit from its scale, enabling it
to leverage existing supplier and customer relationships to reduce
costs, in addition to potential merger synergies. The portfolio of
branded products will include legacy Farley's & Sathers brands
(including Brach's, Trolli, Bob's, Now and Later, and Sathers) and
Ferrara Pan's brands (Lemonhead, Black Forest, Atomic FireBall,
among others)," S&P said.

"We estimate the combined entity's pro forma ratio of total debt
to EBITDA (before merger synergies) is close to 5.5x, and the
ratio of funds from operations (FFO) to adjusted total debt is
about 5% for the 12 months ended March 31, 2012. Both leverage and
FFO-to-debt metrics are within our range of indicative ratios for
a highly leveraged financial risk profile, which include leverage
above 5x and FFO to debt of less than 12%. However, it is our
opinion that Ferrara will likely absorb its merger and
integration-related costs, in addition to synergies, over the next
12-18 months, which would allow for improvement in these
ratios.  The outlook is stable," S&P said.

"We expect leverage will approach 5.5x by fiscal year-end 2012,
because of ABL borrowings to cover merger and integration-related
costs. However, we believe the company will apply its excess free
cash flow towards debt reduction beginning in 2013 as cash flow
improves from merger-related synergies," S&P said.


FIDDLER'S CREEK: Creditors, Lawyers to Pay Damages
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that several creditors of Fiddler's Creek LLC and their
attorneys were hammered by the bankruptcy judge in Tampa for
knowingly violating the automatic stay that halts lawsuits against
a company on filing bankruptcy.

According to the report, several creditors filed a lawsuit against
Fiddler's Creek's principal, contending he was the bankrupt
company's alter ego.  The creditors didn't heed a warning from
Fiddler's Creek's counsel that the suit violated the automatic
stay.  After a trial, the bankruptcy judge ruled that the suit
"willfully violated" and was in "reckless disregard" of the
automatic stay even though the company itself wasn't named as
defendant.

The report relates U.S. Bankruptcy Judge K. Rodney May signed an
order on July 6 requiring the creditors and their lawyers to pay
the costs of the automatic stay dispute and legal fees in
defending the lawsuit itself.  The judge also imposed $50,000 in
punitive damages on the creditors' lawyers who had taken the
position that the automatic stay never can be violated when the
bankrupt company isn't a defendant.  The amount of the legal fees
to be paid by the creditors and their lawyers will be calculated
later.

                     About Fiddler's Creek

Fiddler's Creek, LLC, and its affiliates each owns, operates or is
otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime land
in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-03846) on Feb. 23, 2010.  Paul J. Battista,
Esq., Heather L. Harmon, Esq., and Mariaelena Gayo-Guitian, Esq.,
at Genovese Joblove & Battista, P.A., Miami; Bart A. Houston,
Esq., at Kopelowitz Ostrow; and Mark Woodward, Esq., serve as
counsel to the Debtors.  Judge Alexander L. Paskay presides over
the case.  The Company estimated assets and debts at $100 million
to $500 million.

Paul S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler,
Esq., at Berger Singerman P.A., represent the Official Unsecured
Creditors Committee as counsel.

At the end of August 2011, Fiddler's Creek LLC was given formal
approval for its Chapter 11 plan following an eight-day
confirmation hearing.  The Plan incorporates agreements with the
official creditors' committee, an ad hoc group of homeowners, and
two lenders, Regions Bank NA and Fifth Third Bank.


FRANKLIN CREDIT: McCarter & English Approved as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Franklin Credit Holding Corporation to employ McCarter
& English LLC as counsel.

                       About Franklin Credit

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, re-performing and nonperforming residential
mortgage loans, including specialized loan recovery servicing, and
in the analysis, pricing, due diligence and acquisition of
residential mortgage portfolios for third parties.  The Company's
executive, administrative and operations offices are located in
Jersey City, N.J.

Franklin Credit Holding Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D. N.J. Case No. 12-24411) in Newark, New Jersey,
on June 4, 2012.  Franklin Credit also filed a prepackaged plan.
The Debtor is seeking a combined hearing on the plan and the
explanatory disclosure statement.

Judge Donald H. Steckroth presides over the case.  Lawyers at
McCarter & English, LLP, serves as the Debtor's counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $500 million to $1 billion in debts.  In a recent
regulatory filing with the U.S. Securities and Exchange
Commission, Franklin Credit Holding's balance sheet at March 31,
2012, showed $29.02 million in total assets, $874.02 million in
total liabilities, and a $845 million total stockholders' deficit.
The petition was signed by Paul Colasono, executive vice president
and chief financial officer.

The Plan provides for the liquidation of its assets -- the
ownership of 80% of the stock in non-debtor Franklin Credit
Mortgage Corp. -- with the proceeds or the fair market value of
the assets being distributed in accordance with the Bankruptcy
Code.  The fair market value of FCMC will be distributed through
the payment of $250,000 in cash on the effective date of the Plan
and an aggregate $1.11 million over a period of five years,
evidenced by a promissory note guaranteed by Thomas J. Axon, the
chairman and president of the Debtor and FCMC, and the owner of
20% of the common shares of FCMC, and 45.2% of the common shares
of the Debtor.  The payments will be made by FCMC, and will be the
primary source of cash for distributions contemplated by the Plan.
IN exchange for the payment by FCMC, the Debtor's interests in the
stock of FCMC will be distributed, pro-rata, to holders of allowed
interests.

The Plan provides for payment in full of allowed priority non-tax
claims.  The secured claims of the legacy lenders totaling
$820.6 million will be unaltered by the Plan.  Huntington National
Bank and Huntington Finance LLC will release the Debtor from any
obligations in connection with their secured claims of $4.7
million.  Holders of general unsecured claims estimated to total
$1.9 million will receive their pro rata share of the proceeds of
the liquidation of the remaining assets.

The Court has established July 18, 2012, as the hearing on the
adequacy of the Disclosure Statement.

The Debtor filed a First Amended Prepackaged Plan of
Reorganization that proposes to change, among other things, the
proposed record date to identify stockholders for a proposed
distribution of a pro rata share of the Company's 80% interest in
its mortgage servicing subsidiary, Franklin Credit Management
Corporation.  The Debtor now proposes the record date to be a date
after a confirmation order has been entered by the Bankruptcy
Court.  The Debtor also proposes to exclude liability to the
Securities and Exchange Commission from the releases proposed to
be granted in favor of non-debtors.  The Debtor asks the Court to
approve those modifications as non-material without the need for
further solicitation of votes to accept or reject the Prepackaged
Plan.


FRANKLIN CREDIT: SNR Denton OK'd as Special Securities Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Franklin Credit Holding Corporation to employ SNR
Denton as special securities and corporate counsel.

As reported in the Troubled Company Reporter on June 28, 2012, SNR
Denton has acted as the Debtor's corporate and SEC counsel and is
the best position to provide excellent and cost effective
corporate and SEC-related services.

SNR Denton will (a) advise the Debtor with respect to corporate
law matters; (b) represent the Debtor in corporate transactions;
and (c) represent the Debtor in connection with securities law
compliance.

To the best of the Debtor's knowledge, SNR Denton is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Franklin Credit Holding

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, re-performing and nonperforming residential
mortgage loans, including specialized loan recovery servicing, and
in the analysis, pricing, due diligence and acquisition of
residential mortgage portfolios for third parties.  The Company's
executive, administrative and operations offices are located in
Jersey City, N.J.

Franklin Credit Holding Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D. N.J. Case No. 12-24411) in Newark, New Jersey,
on June 4, 2012.  Franklin Credit also filed a prepackaged plan.
The Debtor is seeking a combined hearing on the plan and the
explanatory disclosure statement.

Judge Donald H. Steckroth presides over the case.  Lawyers at
McCarter & English, LLP, serves as the Debtor's counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $500 million to $1 billion in debts.  In a recent
regulatory filing with the U.S. Securities and Exchange
Commission, Franklin Credit Holding's balance sheet at March 31,
2012, showed $29.02 million in total assets, $874.02 million in
total liabilities, and a $845 million total stockholders' deficit.
The petition was signed by Paul Colasono, executive vice president
and chief financial officer.

The Plan provides for the liquidation of its assets -- the
ownership of 80% of the stock in non-debtor Franklin Credit
Mortgage Corp. -- with the proceeds or the fair market value of
the assets being distributed in accordance with the Bankruptcy
Code.  The fair market value of FCMC will be distributed through
the payment of $250,000 in cash on the effective date of the Plan
and an aggregate $1.11 million over a period of five years,
evidenced by a promissory note guaranteed by Thomas J. Axon, the
chairman and president of the Debtor and FCMC, and the owner of
20% of the common shares of FCMC, and 45.2% of the common shares
of the Debtor.  The payments will be made by FCMC, and will be the
primary source of cash for distributions contemplated by the Plan.
IN exchange for the payment by FCMC, the Debtor's interests in the
stock of FCMC will be distributed, pro-rata, to holders of allowed
interests.

The Plan provides for payment in full of allowed priority non-tax
claims.  The secured claims of the legacy lenders totaling
$820.6 million will be unaltered by the Plan.  Huntington National
Bank and Huntington Finance LLC will release the Debtor from any
obligations in connection with their secured claims of $4.7
million.  Holders of general unsecured claims estimated to total
$1.9 million will receive their pro rata share of the proceeds of
the liquidation of the remaining assets.

The Court has established July 18, 2012, as the hearing on the
adequacy of the Disclosure Statement.

The Debtor filed a First Amended Prepackaged Plan of
Reorganization that proposes to change, among other things, the
proposed record date to identify stockholders for a proposed
distribution of a pro rata share of the Company's 80% interest in
its mortgage servicing subsidiary, Franklin Credit Management
Corporation.  The Debtor now proposes the record date to be a date
after a confirmation order has been entered by the Bankruptcy
Court.  The Debtor also proposes to exclude liability to the
Securities and Exchange Commission from the releases proposed to
be granted in favor of non-debtors.  The Debtor asks the Court to
approve those modifications as non-material without the need for
further solicitation of votes to accept or reject the Prepackaged
Plan.


GLOBAL EQUITY: Had $139,400 Net Loss in 1st Quarter
---------------------------------------------------
Global Equity International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $139,448 on $107,500 of revenue
for the three months ended March 31, 2012, compared with a net
loss of $19,933 on $22,581 of revenue for the same period last
year.

The Company's balance sheet at March 31, 2012, showed
$1.32 million in total assets, $362,329 in total current
liabilities, $480,000 of Redeemable Series A, Convertible
Preferred Stock, and stockholders' equity of $477,397 million.

As reported in the TCR on April 9, 2012, Berman & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about Global
Equity's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has a net loss of
$1,688,102 and net cash used in operations of $92,780 for the year
ended Dec. 31, 2011.  "The Company also has a working capital
deficit of $185,123 at Dec. 31, 2011."

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

                       http://is.gd/S0v8HL

Dubai, UAE-based Global Equity International, Inc., provides
corporate advisory services to companies desiring to have their
shares listed on stock exchanges or quoted on quotation bureaus in
various parts of the world.


GLOBAL SHIP: DePrince Race Owns 10.3% of Class A Shares
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, DePrince, Race & Zollo, Inc., disclosed that,
as of June 30, 2012, it beneficially owns 4,871,738 shares of
Class A Common Stock of Global Ship Lease, Inc., which represents
10.26% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/Vlq6T1

                     About Global Ship Lease

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

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

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

The Company's balance sheet at March 31, 2012, showed US$937.52
million in total assets, US$595.25 million in total liabilities
and US$342.26 million in total stockholders' equity.


GRUBB & ELLIS: Seyfarth Shaw OK'd as Labor & Employment Counsel
---------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized Grubb & Ellis Company, et
al., to continue the employment of Seyfarth Shaw LLP as labor and
employment counsel to the Debtors in accordance with the prior
order authorizing the employment of ordinary course professionals.

As reported in the Troubled Company Reporter on June 26, 2012,
prior to the Petition Date, the Debtors engaged the Seyfarth Firm
to assist with their labor and employment issues.  With the
pending sale to BGC Partners, Inc., the transfer/termination of
over 3,000 employees nationwide, and related employment benefit
issues, the Debtors anticipated many labor and employment matters
to be addressed in connection with the sale.

The Debtors submit that they will require the continued services
of the Seyfarth Firm to address labor and employment issues
related to the transition of the Debtors' businesses to BGC,
including, but not limited to, preparing supplemental WARN Act
notices in compliance with various federal and state laws during
the transition period contemplated in the TSS, and addressing the
orderly transition or termination of employee benefits.

The Seyfarth Firm's hourly rates for professionals who will work
on matters related to the Debtors range from $595 to $765 per hour
for partners, $540 per hour for senior counsel, $360 to $440 per
hour for associates, $230 per hour for paralegals, $190 per hour
for research librarian, and $85 to $95 per hour for law clerks.

To the best of the Debtors' knowledge, the Seyfarth Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.

Several parties in interest have taken an appeal from the sale
order.


GUIDED THERAPEUTICS: Warrant Exchange Offer Expires July 5
----------------------------------------------------------
Guided Therapeutics, Inc., announced the results of its exchange
offer for certain of its outstanding warrants to purchase up to an
aggregate of approximately 28.4 million shares of its common
stock.  The warrants eligible for exchange had an exercise price
of $0.65 per share and exercise periods ending on July 26, 2012,
or March 1, 2013.

The exchange offer expired at 5:00 p.m. (Eastern) on Thursday,
July 5, 2012.  As of that time, holders of eligible warrants
exercisable to purchase approximately 15,856,449 shares of the
Company's common stock had tendered those warrants for exchange.
Those warrants tendered for exchange were exchanged for three
classes of new warrants.

New warrants exercisable for approximately 7.7 million shares of
the Company's common stock have an exercise price of $0.40 per
share if exercised on or before July 15, 2012, $0.45 per share if
exercised between July 16, 2012, and Aug. 15, 2012, and $0.50 per
share if exercised after Aug. 15, 2012.  These new warrants expire
at the close of business on Sept. 15, 2012.

New warrants exercisable for approximately 151,000 shares and 3.9
million shares at $0.65 per share expire on July 26, 2013, and
March 1, 2014, respectively.  New warrants exercisable for
approximately 151,000 shares and 3.9 million shares at $0.80 per
share expire on July 26, 2014, and March 1, 2015, respectively.

The Company intends to apply any proceeds received in connection
with the subsequent exercise of the new warrants received pursuant
to the exchange offer to increase inventory of the Company's
LuViva Advanced Cervical Device to meet current demand for the
product, expand its international marketing and sales efforts,
continue to seek FDA approval for the LuViva device and begin
Phase 2 multicenter clinical trials of a non-invasive test for
Barrett's Esophagus using the same technology platform.

                      About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.08
million in total assets, $2.17 million in total liabilities and
$908,000 in total stockholders' equity.

                         Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the fourth quarter of 2012, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta development agreement and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
that a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate or
file for bankruptcy protection.


HALLWOOD GROUP: Posts $9.5 Million Net Loss in Q1 2012
------------------------------------------------------
The Hallwood Group Incorporated filed its quarterly report on Form
10-Q, reporting a net loss of $9.55 million on $35.88 million of
revenues for the three months ended March 31, 2012, compared with
a net loss of $996,000 on $26.77 million of revenues for the same
period of 2011.

The Company's balance sheet at Dec. 31, 2011, showed
$92.27 million in total assets, $42.68 million in total
liabilities, and stockholders' equity of $49.59 million.

"The Company and its subsidiaries are involved in a number of
litigation matters, as described in Note 13, and have spent and
may continue to spend significant amounts in professional fees in
connection with the defense of its pending legal matters.  As
previously described, on April 24, 2012, the United States
District Court in the Adversary Proceeding issued a Judgment
awarding damages against the Company totaling approximately
$18,700,000 plus prejudgment and postjudgment interest and
attorneys' fees as may be requested and awarded pursuant to a
subsequent motion.

The Company satisfied the Judgment, including prejudgment and
post-judgment interest, in two payments; $3,774,000 on May 4,
2012, and $17,947,000 on May 9, 2012.  The amount and timing for
the payment of legal fees to the plaintiff's attorneys, which will
be subsequently determined by the District Court, is currently
unresolved."

"In addition to its current available cash, to obtain additional
funds to satisfy the Judgment, in May 2012, the Company received
an $8,000,000 dividend from Brookwood and the $10,000,000 HFL
Loan."

"The Company's ability to receive additional cash dividends or
other advances from Brookwood above the permitted annual
discretionary dividend not to exceed 50% of Brookwood's net income
to repay the HFL Loan or for other purposes, is dependent upon
Brookwood's obtaining consent from BB&T for such payments.  Any
such payments or advances would also be contingent upon the
approval of Brookwood's board of directors and Brookwood's ability
to meet the requirements of the Delaware corporate laws for the
payment of dividends and compliance with other applicable laws and
requirements."

"The aforementioned circumstances raise substantial doubt about
the Company's ability to continue as a going concern."

As reported in the TCR on April 10, 2012, Deloitte & Touche LLP,
in Dallas, expressed substantial doubt about The Hallwood Group's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the award proposed by the court against the
Company and the uncertainty related to the ongoing litigation
raises substantial doubt about its ability to continue as a going
concern.

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

                       http://is.gd/lJFoVZ

Dallas, Texas-based The Hallwood Group Incorporated was
incorporated in Delaware in 1981 and operates as a holding
company.  The Company operates its principal business in the
textile products industry through its wholly owned subsidiary,
Brookwood Companies Incorporated.


HOMELAND SECURITY: Two Top Execs' Contracts Extended to 2014
------------------------------------------------------------
The Board of Directors of Homeland Security Capital Corporation
approved an amendment to each of the employment agreements dated
June 15, 2011, between the Company and Thomas C. McMillen, the
Company's Chairman, President and Chief Executive Officer; and
Michael T. Brigante, the Company's Chief Financial Officer,
pursuant to which the term of each agreement was extended until
June 30, 2014.

Previously, the agreements were for one year terms and were
automatically renewable for additional consecutive one-year terms,
unless at least 90 days written notice is given by either the
Company or Messrs. McMillen or Brigante, as applicable, prior to
the commencement of the next renewal term.  After June 30, 2014,
the agreements will again be automatically renewable for
additional consecutive one-year terms, unless at least 90 days
written notice is given by either the Company or Messrs. McMillen
or Brigante, as applicable, prior to the commencement of the next
renewal term.

No other terms of either of the agreements have been amended.

                       About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Coulter & Justus,
P.C., in Knoxville, Tennessee, noted that Related Party Senior
Notes Payable totalling $5.55 million are due and payable.  As of
Dec. 31, 2011, the Company has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.

The Company also reported a net loss of $3.98 million on $0 of net
revenue for the year ended June 30, 2011.

The Company's balance sheet at March 31, 2012, showed
$9.92 million in total assets, $12.26 million in total
liabilities, $169,768 in warrants payable, and a $2.51 million
total stockholders' deficit.


HORIZON LINES: Western Asset Mgt. Has 14.4% Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Western Asset Management Company disclosed
that, as of June 30, 2012, it beneficially owns 12,514,047 shares
of common stock of Horizon Lines, Inc., which represents 14.39% of
the shares outstanding.  The percentage ownership is based upon
32,098,752 common stock shares outstanding and 1,149,877,970
warrants outstanding (9,250,000 warrants convert at 1-1 and
1,140,627,970 warrants convert at 25-1) which are able to covert
to 54,875,119 common stock shares as of June 30, 2012.

Western Asset previously disclosed beneficial ownership of
691,994 common shares or a 21.07% equity stake as of Jan. 31,
2012.

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

                       http://is.gd/uIvkkS

                       About Horizon Lines

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

Horizon Lines reported a net loss of $229.41 million in 2011, a
net loss of $57.97 million in 2010, and a net loss of
$31.27 million in 2009.

                            Refinancing

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

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

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

The Company's balance sheet at March 25, 2012, showed
$640.74 million in total assets, $828.54 million in total
liabilities, and a $187.79 million total stockholders' deficiency.

                           *     *     *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


HOVNANIAN ENTERPRISES: Swaps $6MM Debt With 1.5MM Class A Shares
----------------------------------------------------------------
Pursuant to agreements with bondholders dated June 28, 2012, and
July 2, 2012, Hovnanian Enterprises, Inc., issued an aggregate of
1,516,712 shares of the Company's Class A common stock, par value
$0.01 per share, in exchange for an aggregate of $6.0 million of
the Company's outstanding indebtedness, consisting of $3.0 million
aggregate principal amount of the Company's outstanding 7.5%
Senior Unsecured Notes due 2016 and $3.0 million aggregate
principal amount of the Company's outstanding 8.625% Senior Notes
due 2017.

The exchanges were effected with existing bondholders and no
commission or other remuneration was paid or given directly or
indirectly for soliciting those exchanges.  Accordingly, the
exchanges were effected pursuant to Section 3(a)(9) of the
Securities Act of 1933, as amended.

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company reported a net loss of $286.08 million on
$1.13 billion of total revenue for the fiscal year ended Oct. 31,
2011, compared with net income of $2.58 million on $1.37 billion
of total revenues during the prior year.
The Company's balance sheet at April 30, 2012, showed
$1.51 billion in total assets, $1.97 billion in total liabilities,
and a $454.78 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 4, 2011, Fitch Ratings has lowered
the Issuer Default Rating (IDR) of Hovnanian Enterprises, Inc.,
(NYSE: HOV) to Restricted Default (RD) from 'CCC'.  The downgrade
reflects Fitch's view that the debt exchange of certain of
Hovnanian's existing senior unsecured notes for new senior secured
notes is a distressed debt exchange under Fitch's 'Distressed Debt
Exchange Criteria', published Aug. 12, 2011.  Fitch anticipates
adjusting the company's IDR to the appropriate level to reflect
the new capital structure within the next 14 days.

In the Nov. 7, 2011, edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. (Hovnanian) to 'CCC-' from 'SD' (selective
default).  "We also raised our ratings on the company's 10.625%
senior secured notes due 2016 to 'CCC-' from 'CC' and senior
unsecured notes to 'CC' from 'D'. The '3' recovery rating on the
senior secured notes and the '6' recovery rating on the senior
unsecured notes remain unchanged," S&P stated.

"These rating actions follow our reassessment of Hovnanian's
business and financial risk profile following the completion of
the company's debt exchange offer, in which the company exchanged
$195 million of its seven series of senior unsecured notes for
$141.8 million 5% senior secured notes due 2021 and $53.2 million
2% senior secured notes due 2021," said credit analyst George
Skoufis. "Our rating on Hovnanian reflects the company's highly
leveraged financial risk profile, a less-than-adequate liquidity
position, and very weak credit metrics."

As reported by the TCR on Sept. 13, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1.  The
downgrade reflects Hovnanian's continued operating losses,
weak gross margins, very high homebuilding debt leverage, and
Moody's expectation that the weakness in year-over-year revenues,
deliveries, and net new contracts experienced by the company will
continue for the next one to two years.  In addition, the
downgrades acknowledge that Hovnanian's cash balance is weakening
and cash flow generation is negative as it pursues new land
opportunities, which represented about $300 million of investment
over the first nine months of fiscal 2011.


IMAGEWARE SYSTEMS: 3 Execs. to Continue Services Until Dec. 31
--------------------------------------------------------------
ImageWare Systems, Inc., executed a Sixth Amendment to Change of
Control and Severance Benefits Agreement with each of Charles
AuBuchon and David Harding, and a Sixth Amendment to Employment
Agreement with Wayne Wetherell.  Under the terms of the Sixth
Amendments, the terms of service for each of Messrs. Wetherell,
AuBuchon and Harding will continue through Dec. 31, 2012.  The
previous terms continued through June 30, 2012.  No other terms
and conditions were amended under the terms of the Sixth
Amendments.

                     About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company reported a net loss of $3.18 million in 2011,
compared with a net loss of $5.05 million in 2010.

The Company's balance sheet at March 31, 2012, showed $9.42
million in total assets, $10.20 million in total liabilities and a
$776,000 total shareholders' deficit.


INDIANA STEEL AND TUBE: Brownstown Steel Mill Files for Chapter 11
------------------------------------------------------------------
Indiana Steel and Tube, Inc., filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 12-91512) in New Albany, Indiana on
July 10, 2012.

An initial hearing on the first day motions is scheduled for
July 12, 2012 at 10:00 a.m. before Judge Basil H. Lorch III.

Motions filed include the Debtor's requests to pay prepetition
wages, grant adequate assurance of payment to utilities, maintain
its bank accounts, and access DIP financing and use cash
collateral.

The Debtor is an operator of a cold roll steel mill producing high
quality steel tubing.  It receives split steel coils and then uses
state of the art mills to cut, roll, and weld the steel into tubes
of various sizes, shapes, and gauges.  The Debtor currently
operates three mills at two locations in Brownstown, Indiana.  The
Debtor employs 57 individuals and had over $40 million in gross
revenue in 2011.

Notwithstanding strong sales, the Debtor in early January 2012
began to experience some working capital issues and an inventory
imbalance.  Senior management made a decision to liquidate some
inventory in order to create additional working capital liquidity.
By the end of February 2012 it became evident to senior management
that while a portion of the finished goods inventory had been
liquidated the liquidity issue had not improved and that there was
a discrepancy between the actual and book inventory.

Accounting firm Agresta, Storms & O'Leary, PC, which was enlisted
by the Debtor, discovered that the inventory discrepancy was
substantial.  The Debtor notified its lender Indiana Bank & Trust
Co. of the issue, and continued to investigate the issue with
Agresta. The Debtor's investigation is still ongoing.

As a result of the Debtor's inventory discrepancy, its cash
availability with IBT was significantly reduced.  Although IBT has
worked with the Debtor in stabilizing operations, the Debtor needs
additional liquidity to fill customer orders and reach optimal
operational efficiency.

The Debtor filed the chapter 11 case to obtain a better forum to
seek additional operating capital either through a sale or third
party investor.  The funding allow the Debtor to obtain the raw
materials and inventory necessary to operate at full capacity and
efficiency, fill all the needs of its customers, and return to
profitability, all while protecting 57 jobs and ensuring the
Debtor continues to be a vibrant part of the Brownstown economy.


INPHASE TECHNOLOGIES: Has OK to Hire Laufer and Padjen as Counsel
-----------------------------------------------------------------
InPhase Technologies, Inc., obtained permission from the U.S.
Bankruptcy Court for the District of Colorado to employ Laufer and
Padjen LLC as its general bankruptcy counsel.

As reported by the Troubled Company Reporter on Oct. 26, 2011,
Laufer and Padjen will: (a) prepare all schedules, reports, plans,
disclosure statements, pleadings, motions and other documents as
may be required in the Chapter 11 case; (b) assist Debtor with the
refinancing of its secured debt; (c) assist Debtor in negotiating
and obtaining confirmation of a plan Of reorganization; and
(d) perform all other legal services.

                     About InPhase Technologies

Based in Longmont, Colorado, InPhase Technologies --
http://www.inphase-tech.com-- develops holographic data storage
recording media and systems.  InPhase was founded in 2000.
InPhase is led by CEO Art Rancis and senior vice president of
engineering James Russo.  Initial InPhase customers included
Turner Broadcasting.

InPhase filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No.
11-34489) on Oct. 18, 2011.  The Debtor estimated assets of $50
million to $100 million and estimated debts of $10 million to
$50 million in its bankruptcy filing.  The Debtor is represented
by Joel Laufer, Esq. -- jl@jlrplaw.com -- at Laufer and Padjen
LLC.


INTELLIGENT COMMUNICATION: Posts $195,400 Net Loss in Q1 2012
-------------------------------------------------------------
Intelligent Communication Enterprise Corporation filed its
quarterly report on Form 10-Q, reporting a net loss of $195,367
for the three months ended March 31, 2012, compared with a net
loss of $1.18 million for the same period last year.

The Company had no gross revenue from continuing operations for
the three-month periods ended March 31, 2012, and 2011.

The Company's balance sheet at March 31, 2012, showed
$1.86 million in total assets, $801,980 in total current
liabilities, and stockholders equity of $1.06 million.

"The Company's consolidated financial statements have been
prepared in conformity with GAAP applicable to a going concern
that contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  During the year
ended Dec. 31, 2011, the Company sold its iCEmms division, which
was its only revenue-producing division.  The Company used cash
received from the sale of its iCEmms division to retire debt and
fund the iCEsync business, but the Company's intention is to raise
additional equity to finance the further development of markets
for its products and services until positive cash flows can be
generated from its operations.  However, the Company cannot assure
that additional funds will be available to the Company when
required or on terms acceptable to the Company, if at all.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."

Peterson Sullivan LLP, in Seattle, Washington, expressed
substantial doubt about Intelligent Communication's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 2011.  The independent auditors
noted that the Company has incurred losses, and has negative
working capital and an accumulated deficit at Dec. 31, 2011.

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

                       http://is.gd/rLL08Y

Singapore-based Intelligent Communication Enterprise Corporation
has continuing operations providing multimedia content and
integrated media services.  The iCEsync business using the
Modizo.com platform is distributing video content to website
visitors and attracting advertising revenue.


INTERLEUKIN GENETICS: Delta Dental Increases Stake to 22.9%
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Delta Dental Plan of Michigan, Inc., disclosed that,
as of June 29, 2012, it beneficially owns 10,928,962 shares of
common stock of Interleukin Genetics, Inc., which represents 22.9%
of the shares outstanding.

Delta Dental Plan of Michigan, a Michigan nonprofit dental care
corporation, was formed for the purpose of expanding the
availability of oral and dental care by providing dental insurance
benefit programs.  DDMI was organized on Oct. 19, 1964.  DDMI's
business address is 4100 Okemos Road, Okemos, Michigan 48864.

On June 29, 2012, DDMI entered into a Stock Purchase Agreement
with the Company pursuant to which the Company sold to DDMI
500,000 shares of Series B convertible preferred stock, par value
$0.001 per share at a purchase price of $6.00 per share.  DDMI has
acquired the Series B Preferred Stock for investment purposes and
to support its strategic relationship with the Company.  The
Series B Preferred Stock is initially convertible into 10,928,962
shares of the Company's Common Stock, reflecting a conversion rate
calculated by dividing the Original Price by $0.2745, subject to
adjustment pursuant to certain antidilution provisions in the
Certificate of Designations, Preferences, and Rights of the Series
A-1 Preferred Stock and Series B Preferred Stock.

A copy of the filing is available for free at:

                        http://is.gd/zVsGop

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Following the Company's financial results for the year ended
Dec. 31, 2011, Grant Thornton LLP, in Boston, Massachusetts,
expressed substantial doubt about Interleukin Genetics' ability to
continue as a going concern.  The independent auditors noted that
the Company incurred a net loss of $5.02 million during the year
ended Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $12.27 million and its
total liabilities exceeded total assets by $11.4 million.

The Company reported a net loss of $5.0 million for 2011, compared
with a net loss of $6.0 million for 2010.

The Company's balance sheet at March 31, 2012, showed
$1.93 million in total assets, $14.72 million in total
liabilities, and a $12.79 million total stockholders' deficit.


INTERNATIONAL BARRIER: Posts $65,600 Net Loss in March 31 Quarter
-----------------------------------------------------------------
International Barrier Technology Inc. filed its quarterly report
on Form 10-Q, reporting a net loss of $64,574 on $1.02 million of
sales for the three months ended March 31, 2012, compared with net
income of $11,126 on $734,503 of sales for the three months ended
March 31, 2011.

For the nine months ended March 31, 2012, the Company reported net
income of $150,886 on $3.12 million of sales, compared with net
income of $865,317 on 42.49 million of sales for the nine months
ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$3.79 million in total assets, $1.34 million in total liabilities,
and stockholders' equity of $2.45 million.

"At March 31, 2012, the Company had an accumulated deficit of
$14,439,772 (June 30, 2011 - $14,360,735) since its inception and
expects to incur further losses in the development of its
business, all of which casts substantial doubt about the Company's
ability to continue as a going concern.  The Company's ability to
continue as a going concern is dependent upon its ability to
generate future profitable operations and/or to obtain the
necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  The Company expects to fund short-term cash flow
requirements with remaining cash reserves and positive operating
cash flow anticipated with increasing sales volume over the next
year.  While the Company is expending its best efforts to achieve
the above plans, there is no assurance that any such activity will
generate funds for operations."

As reported in the TCR on Oct. 20, 2011, BDO Canada LLP, in
Vancouver, Canada, expressed substantial doubt about International
Barrier's ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2011.  The
independent auditors noted that the Company had an accumulated
deficit of $14,360,735 at June 30, 2011, and had a working capital
deficit of $701,934.

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

                       http://is.gd/xEOcqq

Watkins, Minnesota-based International Barrier Technology Inc.
develops, manufactures and markets proprietary fire resistant
building materials branded as Blazeguard in the United States of
America and, as well, the Company owns the exclusive U.S. and
international rights to the Pyrotite fire retardant technology.

The Company was incorporated under the British Columbia Company
Act and is publicly traded on the TSX Venture Exchange in Canada
("TSX-V") and the OTC Bulletin Board in the United States of
America.


J.C. PENNEY: Reports Final Phase of Restructuring Effort
--------------------------------------------------------
J. C. Penney Company Inc. announced that the restructuring effort
it began in April to create a leaner and more simplified operating
structure is now fundamentally complete.

"One of the most challenging tasks for any leadership team is to
reorganize a company.  In April, we began right-sizing our
headquarters from a people perspective to align our teams with
jcpenney's new business model.  The actions taken today mark the
final phase of those efforts," said CEO Ron Johnson.  "We have
simplified processes, removed unnecessary work and reduced layers
to help us make better and faster decisions. While difficult,
these decisions are in the long-term interests of jcp and our
stakeholders."

The announcement will result in the elimination of approximately
350 positions at jcpenney's headquarters.  The savings generated
by these actions will contribute to the Company's previously
announced expectation to achieve an annual run rate of
approximately $900 million in expense savings by the end of 2012,
one year ahead of its initial plan.

                          About jcpenney

J. C. Penney Company, Inc. (NYSE: JCP) -- http://www.jcpenney.com/
-- provides a variety of apparel for the whole family, jewelry,
housewares and home decor, and shoes. Includes a gift registry,
employment and credit card.

In June 2012, Fitch Ratings affirmed its Issuer Default Rating
(IDR) on J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc.
at 'BB+' but revised the Rating Outlook to Negative from Stable.
The ratings, Fitch said, reflect significant execution risk for
J.C. Penney over the next 12-18 months given the company's new
pricing and promotional strategy and its attempt to address
fundamental areas such as merchandising, costs, and investments in
its store base.  The company should be able to take costs out of
the system given a bloated expense structure to fund the much
needed investments in its physical store base.  However, the jury
remains out on whether consumers will buy into the new
merchandising and pricing structure to enable J.C. Penney to turn
around faltering sales and sustainably improve the profitability
of its business once it gets through this transformational year.

In May 2012, Standard & Poor's Ratings Services lowered its
corporate credit rating on J.C. Penney to 'BB-' from 'BB' and
placed it and other Penney ratings on CreditWatch with negative
implications.  S&P said the downgrade follows J.C. Penney's
announcement of its first-quarter results, which were meaningfully
below expectations.

J.C. Penney announced a 20.1% sales decline and a 18.9% comparable
store sales decline for the first quarter of 2012.

Moody's, however, opted to keep J.C. Penney's Ba1 Corporate Family
Rating.


JETSTAR PARTNERS: Has Courts Nod to Hire Bell Nunnally as Counsel
-----------------------------------------------------------------
Jetstar Partners Ltd. obtained permission from the U.S. Bankruptcy
Court to employ Bell Nunnally & Martin LLP as counsel.

As reported by the Troubled Company Reporter on April 23, 2012,
Bell Nunnally will, among other things: (a) advise the Debtor of
its rights, powers, and duties as debtor and debtor-in-possession;
(b) take all necessary actions to protect and preserve the estate
of the Debtor, including the prosecution of actions on the
Debtor's behalf, the defense of actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved and the preparation of objections to claims filed against
the estate; and (c) prepare on behalf of the Debtor, as debtor-in-
possession, all necessary motions, applications, answers, orders,
reports, and papers in connection with the administration of the
estate.

                      About Jetstar Partners

Jetstar Partners, Ltd., was formed on Oct. 14, 1999, for the
purpose of owning and developing real property in Dallas County,
Texas.  Jetstar owns and operates certain real property in Irving,
Dallas County.  Collinternational IV, Inc., a Texas corporation,
is the sole general partner of Jetstar.

Jetstar Partners, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-31444) on March 5, 2012.  In its
schedules, the Debtor disclosed $11,435,476 in total assets and
$7,860,399 in total liabilities.  Judge Harlin DeWayne Hale
oversees the case.


KV PHARMACEUTICAL: OrbiMed Advisors No Longer Owns Shares
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, OrbiMed Advisors LLC, OrbiMed Capital LLC and
Samuel D. Isaly disclosed that, as of June 30, 2012, they do not
beneficially own any shares of Class A common stock of K-V
Pharmaceutical Company.

Mr. Isaly previously reported beneficial ownership of 6,451,400
shares of Class A common stock representing 13.22% of the shares
outstanding as of Dec. 31, 2011.

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

                        http://is.gd/6W3ih6

                 About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

The Company reported a net loss of $102.30 million for
the year ended March 31, 2012, a net loss of $271.70 million for
the year ended March 31, 2011, and a net loss of $283.60 million
for the year ended March 31, 2010.

The Company's balance sheet at March 31, 2012, showed
$253.40 million in total assets, $734.10 million in total
liabilities and a $480.70 million total shareholders' deficit.

BDO USA, LLP, in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that the Company among other things has experienced recurring
losses from operations, has a significant shareholders' deficit,
and negative working capital; the potential inability of the
Company to raise additional capital or debt financing; a potential
cash shortfall in meeting near term obligations; significant
uncertainties related to litigation and governmental inquiries;
and potential debt covenant violations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


LANDAMERICA FINANCIAL: $39 Million Settlement Approved
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of LandAmerica Financial Group Inc. will be
receiving an additional $39 million as the result of a settlement
approved by the U.S. Bankruptcy Court in Richmond, Virginia.

The report recounts that LandAmerica's liquidating Chapter 11 plan
was implemented in late 2009.  The plan created a trust that sued
directors and officers in 2011, alleging breaches of fiduciary
duty.  The parties went to mediation after the district judge
denied a motion to dismiss the suit in March.

According to the report, mediation resulted in settlement where
providers of directors' and officers' liability insurance agreed
to pay $36 million.  In addition, the insurance companies waived
their claims, allowing distribution of an additional $3 million
being held in reserve in case the claims was valid.

In April the trustee generated $37.9 million through settlement
with other insurance companies.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LANTERN PARTNERS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Lantern Partners LLC filed with the U.S. Bankruptcy Court for the
Southern District of Indiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $18,613,600
  B. Personal Property              $485,951
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,371,394
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $286,617
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $152,161
                                 -----------      -----------
        TOTAL                    $19,099,551      $11,810,172

A full text copy of the schedules of assets and liabilities is
available free at:

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

Lantern Partners LLC filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 12-06288) on May 25, 2012, in Indianapolis, Indiana.  The
Debtor is a single asset real estate as defined in 11 U.S.C., Sec.
101 (51B).  The Debtor's principal asset is located at 10500
Kincaid Drive, Fishers, Indiana.

Jeffrey A. Hokanson, Esq., and Jeremy M. Dunn, Esq., at Frost
Brown Todd LLC, serve as the Debtor's bankruptcy counsel.  Judge
Anthony J. Metz, III, presides over the case.


LARSON LAND: Court Approves $1.6 Million DIP Financing
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho, in a final
order, authorized John L. Davidson, Chapter 11 trustee for Larson
Land Company, LLC, to:

   -- enter into the First Amendment to the Postpetition Credit
      Agreement; and

   -- borrow up to $1,650,000 under the Credit Agreement.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender
superpriority administrative claim status; replacement liens in
all now owned or hereafter acquired assets and property of Debtor;
and adequate protection payments in an amount equal to interest on
Debtor's prepetition obligations to lender.

The Credit Agreement will include an amount set aside for the
benefit of priority and unsecured creditors of the Debtor as:

   1. a minimum of $100,000, plus 3.75% of the net cash proceeds
      of the sale of the assets of the Debtor that exceed $38
      million, up to a cap of $250,000;

   2. the trustee will create an Unsecured Creditor Carve Out
      reserve, in immediately available funds, in connection with
      the budget prepared by the trustee pursuant to the Credit
      Agreement; and

   3. the distribution of the proceeds of the Unsecured Creditor
      Carve Out will be subject to the priorities of applicable
      law, including the Bankruptcy Code, and further order of the
      Court.

                            Objections

The Court also ordered that all objections to the entry of the
final order are withdrawn or resolved by the terms hereof or, to
the extent not resolved, are overruled.

Previously, the U.S. Trustee objected to the trustee's motion for
interim and final approval of postpetition financing agreement.

According to the U.S. Trustee, among other things, interim relief
must be of a limited nature until creditors are given a full
opportunity to participate and protect their interests.  For
example, the proposed financing would subordinate Zions Bank's
lien.  This can only be done if Zions Bank agrees or if adequate
protection is provided.

The U.S. Trustee also said that the trustee needed to provide
additional information about a carve out for unsecured creditors.

                        Cash Collateral Use

According to the Debtor's case docket, the Court also authorized
the Chapter 11 trustee's final use of the cash collateral.

Sheila Schwager, counsel for the Chapter 11 trustee represented
that the remaining issues have all been resolved and there are no
further objections written or heard.

                     About Larson Land Company

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.  Judge Terry L. Myers presides
over the case.  Brent T. Robinson, Esq., at Robinson, Anthon &
Tribe, serves as the Debtor's counsel.  The petition was signed by
Farrell Larson, president.


LASER COFINOGA: Moody's Downgrades Standalone BCA to 'Ba2'
----------------------------------------------------------
Moody's Investors Service has downgraded the standalone credit
assessment (BCA) of LaSer Cofinoga to ba2, from baa1 previously.
At the same time, the rating agency has also downgraded the long-
term deposit and senior debt ratings of LaSer Cofinoga to Baa2
from A2, the dated subordinated debt ratings to Baa3 from A3
previously and the preference shares rating of Cofinoga Funding
One and Cofinoga Funding Two to Ba2 (hyb) from Baa3 (hyb). LaSer
Cofinoga's short-term deposit and debt ratings were also
downgraded to Prime-2 from Prime-1. The standalone credit
assessment and all long-term ratings carry a negative outlook.

The lowering of the institution's standalone credit assessment
reflects the pressure on the bank's profitability and asset
quality resulting from the weakening macroeconomic outlook and
from the more difficult business perspectives following the
enforcement of a more stringent regulation on French consumer
lending activities. It also reflects the risks stemming from the
entity's reliance on wholesale markets for its funding.

The Finance Company Global Rating Methodology, published in March
2012, was used as the primary methodology to arrive at Moody's ba2
standalone credit assessment for LaSer Cofinoga. Previously the
firm's standalone credit quality was assessed under the Bank
Financial Strength Ratings: Global Methodology, published in
February 2007, and Moody's had assigned a standalone Bank
Financial Strength Rating (BFSR) of C-, mapping to a baseline
credit assessment of baa1, which was placed on review for
downgrade on June 15, 2011. With the change in primary methodology
for Moody's assessment of LaSer Cofinoga's standalone credit
quality Moody's will no longer separately disclose a BFSR.

LaSer Cofinoga's long-term deposit and debt ratings are Baa2.
Although BNP Paribas (A2 deposit rating, C-/baa2 standalone bank
financial strength rating/standalone credit assessment, with
stable outlook) only owns 50% of LaSer Cofinoga, Moody's assesses
the probability of parental support to be very high, as evidenced
by the liquidity agreement with BNP Paribas and the ample
liquidity provided to LaSer Cofinoga since the beginning of the
global financial crisis. This results in a three-notch uplift from
LaSer Cofinoga's standalone financial assessment of ba2. Given the
high reliance on funding provided by BNP Paribas and the absence
of any systemic support in Moody's view, LaSer Cofinoga's debt and
deposit ratings are constrained by BNP Paribas' standalone
financial strength of baa2.

The outlook is negative on LaSer Cofinoga's standalone credit
assessment, and reflects Moody's view that LaSer Cofinoga's
financial strength may be further pressurized in the event of a
more pronounced macro-economic downturn. It also reflects the
challenges facing the institution in the implementation of its new
strategy and the resulting uncertainty on the benefits associated
with it.

This action concludes the review on the bank's ratings initiated
on June 15, 2011.

RATINGS RATIONALE -- Standalone Credit Assessment

FIRST DRIVER -- Pressure From A Further Deterioration Of The
Macroeconomic Environment

As a monoline consumer lender, LaSer Cofinoga is inherently
exposed to macroeconomic downturns. This reflects the correlation
of the bank's business activity to the levels of households'
consumption, which Moody's expects to remain fragile in the
context of weak growth. In addition, despite positive developments
on new production, Moody's also expects the bank's cost of risk to
remain elevated in the short-to-medium term, reflecting (i) the
high sensitivity of the issuer's customer base to the
deteriorating macroeconomic environment and the level of
unemployment, and (ii) the high loss potential associated with
consumer lending activities.

Moody's anticipates that the French economy, and more generally
most European economies, will continue to have a weak performance
in the foreseeable future, and Moody's therefore expects LaSer
Cofinoga's profitability and asset quality to remain under
pressure. At year-end 2011, around two-thirds of LaSer Cofinoga's
loan book comprised consumer loans to French households, while the
remainder was exposed to households in Poland, the United Kingdom,
the Netherlands, Denmark and Norway.

On the positive side, Moody's notes that the bank has adopted a
new strategy aiming at lowering the risk profile of its lending
activities, notably by increasing the proportion of amortizing
loans in its loan book. Moody's expects this strategy ultimately
to result in a lower cost of risk through the cycle, although it
will take some time to be fully implemented. In addition, Moody's
also expects the bank to continue to work through a significant
book of legacy non-performing loans with a high loss potential,
thereby exerting pressure on the bank's profitability and asset
quality in the shorter-term.

SECOND DRIVER -- More Stringent Rules On Domestic Consumer Lending

LaSer Cofinoga, in common with other domestic consumer lenders, is
also affected by the enforcement of more stringent rules on
consumer lending activities aiming at protecting the consumers.
Indeed, following a transition period of two years, the "Loi sur
le Cr‚dit … la Consommation", also known as the ® Lagarde law ¯
which was enacted on 1 July 2010, has now come into full effect.

The most notable changes are (i) the convergence of the maximum
interest rates charged on consumer loans, which significantly
reduces earnings generation capacity, especially on revolving
loans; (ii) the reduction to 8 years (from 10 years) of the
duration of debt restructuring plans for over-indebted households,
which increases the loss potential on restructured loans, and
(iii) the significant increase of the administrative burden
associated with consumer lending activities.

Ultimately these changes are designed to protect consumers and
prevent weaker households from excessive indebtedness levels. If
successful, the new rules should lead to better asset quality over
the long-run for consumer lenders.

However in the short-term, while older loans are being worked
through, the economics of French consumer lending are negative for
lenders due to higher losses and changes to the business model, as
evidenced by the impact on the bank's profit levels in 2010 and
2011.

In order to adapt to the challenges facing LaSer Cofinoga, the
institution made public in early 2012 its decision to reposition
its product mix towards more amortizing loans, with a more
favorable risk/return profile. However, the French consumer
financing market is highly competitive, and consumer lending arms
of large French banking groups have a strong positions on domestic
amortizing loans, which may make it more difficult for LaSer
Cofinoga to implement its strategy, in Moody's view.

THIRD DRIVER -- Reliance On Wholesale Funding And Funding From BNP
Paribas

Moody's considers LaSer Cofinoga's pure wholesale funded profile a
credit weakness, as the bank does not benefit from diversified
funding sources, and remains dependent on external funding in case
of stress.

At year-end 2011, LaSer Cofinoga had EUR9.2 billion of wholesale
funding (out of a total balance sheet of EUR11.9 billion),
comprising EUR 3.9 billion of debt and EUR5.3 billion of interbank
funding. The latter was extended by BNP Paribas, and reflects the
existence of a funding commitment in the shareholders' agreement
between BNP Paribas and Galeries Lafayette, both 50%-shareholders
from LaSer, the holding which in turn owns 100% of LaSer Cofinoga.

However, Moody's recognizes the tangible benefits to LaSer
Cofinoga's liquidity profile of the access to BNP Paribas'
funding. In addition, Moody's notes that the bank's policy of
matching the duration of its assets and liabilities also mitigates
the liquidity risks arising from a wholesale funding profile.
Nonetheless, in case of a market stress and of a restricted access
to BNP Paribas' funding --e.g. as a result of a funding stress
affecting its shareholder--, LaSer Cofinoga would have to operate
a significant reduction of its loan production, which would have a
material impact on its franchise, in Moody's view.

RATINGS RATIONALE -- Deposit and Debt Ratings

LaSer Cofinoga's long-term deposit and debt ratings are Baa2, i.e.
three notches above the standalone credit assessment of LaSer
Cofinoga.

This reflects Moody's assessment of a very high probability of
parental support, as evidenced by the liquidity commitment from
BNP Paribas and effectively the ample liquidity provided to LaSer
Cofinoga since the beginning of the global financial crisis.

LaSer Cofinoga's ratings do not incorporate any systemic support
as the bank does not collect any deposits. In addition, Moody's
believes a failure of LaSer Cofinoga would not result in a
systemic risk for the French banking system.

The short-term ratings have been lowered to Prime-2 from Prime-1,
reflecting the downgrade of the long-term ratings.

RATINGS RATIONALE -- Subordinated Debt Ratings

The downgrade of LaSer Cofinoga's dated subordinated debt to Baa3
(i.e. one notch below its adjusted standalone credit assessment of
baa2, which incorporates support from BNP Paribas) from A3
reflects the downgrade of LaSer Cofinoga's ratings. The outlook is
negative, in line with the outlook on the bank's standalone credit
assessment.

In addition, the ratings on the preference shares issued by
Cofinoga Funding One and Cofinoga Funding two were downgraded to
Ba2 (hyb) from Baa3 (hyb), i.e. three notches below LaSer
Cofinoga's adjusted standalone credit assessment of baa2. This
reflects (i) their deeply subordinated claim in liquidation; (ii)
the issuer's option to skip coupon payments on a non-cumulative
basis if no ordinary dividends have been paid in the preceding 12
months; and (iii) the mandatory coupon skip mechanism if no
distributable profits are available or in case of breach of
minimum regulatory capital requirements. The outlook is negative,
in line with the outlook on the bank's standalone credit
assessment.

Rationale for Negative Outlook

The outlook is negative on LaSer Cofinoga's standalone credit
assessment, and reflects Moody's view that LaSer Cofinoga's
financial strength may come under further pressure in the event of
a more pronounced macro-economic downturn. It also reflects the
challenges facing the institution in the implementation of its new
strategy and the resulting uncertainty on the benefits associated
with it.

The outlook is also negative on long-term deposit and debt
ratings, reflecting the negative outlook on the bank's standalone
credit assessment.

What Could Change The Rating Up/Down

LaSer Cofinoga's standalone financial strength could benefit from
an durable improvement of its financial fundamentals, notably by
restoring its profitability and improving its asset quality, while
improving its standalone liquidity and funding profile.

Given the high reliance on funding provided by BNP Paribas and the
absence of any systemic support in Moody's view, LaSer Cofinoga's
debt and deposit ratings are constrained by BNP Paribas'
standalone financial strength of baa2.

Conversely, LaSer Cofinoga's standalone financial strength may be
negatively impacted by (i) signs of a weakening franchise, notably
as a result of a further deterioration of the macroeconomic
outlook, of competitive or regulatory pressure or of funding
constraints; (ii) a further deterioration of its financial
fundamentals; or (iii) any material adverse change in the funding
commitment from BNP Paribas.

LaSer Cofinoga's debt and deposit ratings may be negatively
affected by a deterioration in the issuer's standalone financial
strength, or by a change in Moody's perception of LaSer Cofinoga's
strategic importance to BNP Paribas. Similarly, a deterioration of
BNP Paribas' own standalone financial strength rating would also
exert pressure on LaSer Cofinoga's debt and deposit ratings.

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


LIFECARE HOLDINGS: Chief Financial Officer Out Effective Aug. 15
----------------------------------------------------------------
Chris Walker resigned from his position as Chief Financial Officer
of LifeCare Holdings, Inc., effective Aug. 15, 2012, in order to
pursue other opportunities.  The Company has initiated a search
for a replacement candidate.

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

The Company reported a net loss of $34.83 million in 2011,
compared with net income of $2.63 million on $358.25 million in
2010.

The Company's balance sheet at March 31, 2012, showed
$495.99 million in total assets, $546.90 million in total
liabilities, and a $50.91 million total stockholders' deficit.

                          *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

As reported by the TCR on May 26, 2011, Standard & Poor's Rating
Services affirmed its 'CCC-' corporate credit rating and its
senior subordinated debt rating on Plano, Texas-based LifeCare
Holdings Inc.  "The low-speculative-grade rating on LifeCare
reflects its narrow focus in a competitive business heavily
reliant on uncertain Medicare reimbursement," said Standard &
Poor's credit analyst David Peknay, "and its highly leveraged
financial risk profile highlighted by very weak cash flow
protection measures, slim liquidity, and very high debt level."

In the June 6, 2012, edition of the TCR, Moody's downgraded
LifeCare Holdings, Inc.'s corporate family rating to Caa3 and
probability of default rating to Ca.  The downgrade of the
corporate family rating to Caa3 reflects heightened refinancing
risk, an untenable capital structure, and interest burden that is
not covered by cash flows generated from the company's ongoing
operations. Moody's believes LifeCare will need to address its
entire capital structure in the next twelve months which is
reflected in the Ca probability of default rating.


LIFECARE HOLDINGS: Adopts Key Employee Retention Plan
-----------------------------------------------------
LifeCare Holdings, Inc., adopted a key employee retention plan in
order to provide certain employees, including some of the
Company's named executive officers, with an incentive to remain
with the Company.  The KERP expires on June 30, 2013.

Under the KERP, Covered Employees will receive bonus payments
ranging from 13% to 60% of their base salary for an aggregate
payment by the Company of approximately $0.973 million.  The
Company's Chief Executive Officer, Executive Vice President of
Operations, Senior Vice President of Human Resources and General
Counsel will receive bonus payments of 60%, 25%, 30% and 50% of
their base salary, respectively.  In the event that a Covered
Employee is terminated with cause or voluntarily resigns other
than for good reason prior to June 30, 2013, that Covered Employee
will be required to return the full bonus payment to the Company.
A portion of the payments made against the KERP will be credited
against certain future bonus payments to the Covered Employees, if
applicable.  Receipt of the bonus payment is conditioned upon each
Covered Employee consenting in writing to the terms of the KERP.
The Company expects to make bonus payments under the KERP in the
first half of July 2012.

The KERP also provides for a $200,000 discretionary bonus pool
that will be implemented at the discretion of the Company's Chief
Executive Officer during the term of the KERP.  The Company's
Chief Operating Officer (who is also a named executive officer)
has not been allocated an initial KERP bonus payment but is
eligible to receive a payment from the discretionary bonus pool.

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

The Company reported a net loss of $34.83 million in 2011,
compared with net income of $2.63 million on $358.25 million in
2010.

The Company's balance sheet at March 31, 2012, showed
$495.99 million in total assets, $546.90 million in total
liabilities, and a $50.91 million total stockholders' deficit.

                          *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

As reported by the TCR on May 26, 2011, Standard & Poor's Rating
Services affirmed its 'CCC-' corporate credit rating and its
senior subordinated debt rating on Plano, Texas-based LifeCare
Holdings Inc.  "The low-speculative-grade rating on LifeCare
reflects its narrow focus in a competitive business heavily
reliant on uncertain Medicare reimbursement," said Standard &
Poor's credit analyst David Peknay, "and its highly leveraged
financial risk profile highlighted by very weak cash flow
protection measures, slim liquidity, and very high debt level."

In the June 6, 2012, edition of the TCR, Moody's downgraded
LifeCare Holdings, Inc.'s corporate family rating to Caa3 and
probability of default rating to Ca.  The downgrade of the
corporate family rating to Caa3 reflects heightened refinancing
risk, an untenable capital structure, and interest burden that is
not covered by cash flows generated from the company's ongoing
operations. Moody's believes LifeCare will need to address its
entire capital structure in the next twelve months which is
reflected in the Ca probability of default rating.


LSP ENERGY: Seeks Approval of Settlement With BNY, Bondholders
--------------------------------------------------------------
BankruptcyData.com reports that LSP Energy Limited Partnership
filed with the U.S. Bankruptcy Court a motion for approval of a
settlement agreement between the Debtors and The Bank of New York
Mellon (as indenture trustee) and a certain group of bond holders.

BankruptcyData.com relates that the settlement resolves a dispute
concerning a make-whole premium and provides that the premium
shall be allowed in the full amount as calculated under the
indenture and entitled to the treatment for distribution from the
Debtors' estates by confirmed plan, or otherwise, following
payment in full of all allowed secured claims, allowed
administrative expense claims and allowed priority claims.

                          About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


MARKETING WORLDWIDE: St. George Investments Owns 9.99%
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, St. George Investments, LLC, Fife Trading, Inc., and
John M. Fife disclosed that, as of July 5, 2012, they beneficially
own 47,542,549 shares of common stock of Marketing Worldwide
Corporation which represents 9.99% of the shares outstanding.  A
copy of the filing is available for free at http://is.gd/1PDMXu

                     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.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

After auditing the financial statements for the year ended
Dec. 31, 2011, RBSM LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2011 financing results.  The independent
auditors noted that the Company has generated negative cash flows
from operating activities, experienced recurring net operating
losses, is in default of loan certain covenants, and is dependent
on securing additional equity and debt financing to support its
business efforts.

The Company's balance sheet at March 31, 2012, showed
$1.31 million in total assets, $5.86 million in total liabilities,
$1.69 million in series A convertible preferred stock, and a
$6.24 million total stockholders' deficiency.


MORGANS HOTEL: To Issue 3MM Add'l Shares Under Incentive Plan
-------------------------------------------------------------
Morgans Hotel Group Co. filed with the U.S. Securities and
Exchange Commission a Form S-8 registering an additional 3 million
shares of common stock issuable under Amended and Restated 2007
Omnibus Incentive Plan.  The proposed maximum aggregate offering
price is $14.10 million.

At the Annual Meeting of Stockholders held on May 16, 2012, the
Company's stockholders approved an amendment to the Amended and
Restated Plan to increase the number of shares of Common Stock
reserved for issuance thereunder by 3,000,000 shares.

A copy of the filing is available for free at:

                        http://is.gd/BbZHIC

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$544.25 million in total assets, $642.07 million in total
liabilities, $5.41 million in redeemable noncontrolling interest,
and a $103.23 million total deficit.


MSR RESORT: Has Until Aug. 1 to Propose Chapter 11 Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended MSR Resort Golf Course LLC, et al.'s exclusive periods to
propose a Chapter 11 plan and solicit acceptances for such plan
until Aug. 1, 2012, and Oct. 1, respectively.

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns 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 resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.

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.


MT. ZION: Court Continues Plan Confirmation Hearing to July 19
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued the hearing to consider the confirmation of Mt. Zion
Limited Partnership's plan to July 19, 2012, at 10:30 a.m.

As reported in the Troubled Company Reporter on September 1, the
Plan provides for the distributions to the holders of allowed
claims from funds realized from continued operation of the
Debtor's business well as from existing cash deposits and cash
resources of the Debtor.  To the extent necessary, the balloon
payment to PNC Bank, National Association, as required by the
Plan, may be paid from the proceeds of the refinancing of the
underlying mortgage indebtedness due to PNC.

                 Treatment of Claims and Interests

1. Holders of Class 2 Secured Claims will receive or retain:

   a) its lien on the real property owned by the Debtor, with the
      same validity, enforceability, perfection and priority as it
      had on the petition date, until the claims are paid in full;
      and

   b) payment of the entire unpaid balance of the allowed Class 2
      claim, including any accrued statutory interest, will be
      paid on the effective date.

2. Holders of Class 3 Allowed Claims of tenants at Woodspring
   Apartments will be paid full in cash.

3. Holders of Class 4 Other Secured Creditors Claims will be paid
   full in cash.

4. Holders of Class 5 General Unsecured Claims will receive 100%
   of the allowed of the Class 5 claims plus interest.

5. Holders Class 6 interests of the general and unlimited partners
   will retain their interests in the Debtor after confirmation of
   the Plan.

A full-text copy of the Plan is available for free at:

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

                About Mt. Zion Limited Partnership

Lake Forest, Illinois-based Mt. Zion Limited Partnership owns and
operates a residential apartment project located in Florence,
Kentucky, known as Woodspring Apartments.  The Company filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-18075) on
April 23, 2010.  David K. Welch, Esq., at Crane Heyman Simon
Welch & Clar, assists the Debtor in its restructuring effort.
The Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


NATIONAL VISION: Moody's Assigns 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B3 probability of default rating to National Vision, Inc.
Moody's also assigned B1 ratings to National Vision's proposed
senior secured credit facilities, consisting of a $25 million
revolving credit facility and $300 million term loan. The outlook
is stable. This is a first time rating for the company.

Proceeds from the proposed $300 million senior secured term loan
will be used to repay substantially all of National Vision's
existing outstanding debt and to pay a $117 million dividend to
the company's shareholders.

The ratings are subject to the conclusion of the transaction, as
proposed, and Moody's review of final documentation.

New ratings assigned:

- Corporate Family Rating at B2

- Probability of Default Rating at B3

- Proposed $25 million senior secured revolver due 2017 at B1
   (LGD 2, 29%)

- Proposed $300 million senior secured term loan due 2018 at B1
   (LGD 2, 29%)

Ratings Rationale

The B2 corporate family rating reflects National Vision's small
scale, high financial leverage, concentration of sales with Wal-
Mart (about a quarter of total sales), and its second tier scale
compared to its larger competitors in the US optical retail
industry. The rating assumes National Vision's high initial pro
forma leverage will improve to the mid-5-times levels over the
next twelve to eighteen months as a result of top-line and
earnings growth combined with modest debt repayments (all metrics
reflect Moody's lease adjustments). At the same time, the rating
reflects the stable nature of the optical industry, the non-
discretionary nature of the company's products, National Vision's
track record of positive same store sales growth, and good
liquidity.

The stable outlook reflects Moody's expectation that National
Vision's earnings and credit metrics will improve modestly over
time. It also acknowledges that National Vision will maintain good
liquidity.

Ratings could be upgraded if operating performance improves or if
debt is repaid through excess cash flow sweeps while achieving
continued same store sales increases and profitable new store
openings. Specifically, ratings could be upgraded if debt/EBITDA
approaches 5.0 times and EBITA/interest expense exceeds 2.0 times
while maintaining good liquidity.

Ratings could be downgraded should operating performance weaken,
financial policies become more aggressive, or liquidity
deteriorate. Specifically, ratings could be downgraded if
debt/EBITDA is sustained above 6.5 times or if EBITA/interest
expense falls below 1.5 times.

The principal methodology used in rating National Vision, Inc. 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.

National Vision, Inc., headquartered in Lawrenceville, GA, is an
optical retailer with a focus on low price point glasses and
contacts. The company operates its own retail chains of America's
Best Contacts and Eyeglasses (about 330 stores) and Eyeglass World
(about 70 stores). In addition, the company operates at host store
locations, including at about 230 Wal-Mart stores as well as Fred
Meyer stores and on military bases. The company also sells
contacts online. Revenues approximate $670 million for the twelve
months through March 31, 2012. Private equity firm Berkshire
Partners has owned National Vision since 2005.


NATIONAL VISION: S&P Gives 'B+' CCR; 'BB-' Credit Facility Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Lawrenceville, Ga.-based optical retailer
National Vision Inc. (NVI).

"At the same time, we assigned our 'BB-' issue-level rating to the
company's $325 million senior secured credit facility, which
consists of a $25 million revolver and a $300 million term loan B.
The recovery rating on this debt is '2', indicating our
expectation for substantial (70%-90%) recovery of principal in the
event of a payment default," S&P said.  The outlook is stable.

The company plans to use the proceeds to repay existing bank debt
and pay about $117 million in dividends to its shareholders.

"The ratings on NVI reflect our view that the company's financial
risk profile will remain 'aggressive' over the near term," said
Standard & Poor's credit analyst Mariola Borysiak.  "We expect
total lease-adjusted debt to EBITDA will remain elevated, in the
high-4x range, as a result of a lower EBITDA base following the
new agreement with Wal-Mart Stores Inc. In addition, we view the
company's financial policies as "very aggressive," given ownership
by Berkshire Partners and a history of debt-financed dividends to
the company's shareholders," S&P said.

In May 2012, NVI signed a new agreement with Wal-Mart to extend
its existing partnership for the next five years.

Under the agreement, NVI will manage 227 stores within Wal-Mart,
while in the past NVI operated these stores as a tenant. NVI's
sales and EBITDA base will be modestly lower in 2012 following
implementation of this new agreement.  Pro forma for the
transaction, total  debt to EBITDA is about 5.0x and EBITDA
coverage of interest was about 2.7x at  March 31, 2012.

The stable outlook reflects our expectation that the company's
non-discretionary product offering will continue to propel modest
profitability gains and drive stable cash flow generation.

"Nevertheless, we could consider a lower rating if intensified
competitive pressures, or poor execution of the company's growth
plans hurt profitability such that leverage increases toward 6x.
This could occur, for example, if EBITDA declines about 17% from
our projected level at the end of fiscal 2012 and debt remains
constant at the pro forma level. Higher leverage could also result
from additional debt to fund another dividend to the company's
shareholders," S&P said.

In this case, the addition of approximately $90 million in
incremental debt to fund a dividend would be credit negative.

"We are not considering a higher rating in the near term, given
our view of the company's financial policies as very aggressive
and our anticipation that future debt-financed dividends are
likely and will keep credit measures in line with our view of an
aggressive financial risk profile," S&P said.


NAVISTAR INTERNATIONAL: Franklin Hikes Stake to 18.8%
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Franklin Resources, Inc., and its affiliates
disclosed that, as of June 30, 2012, they beneficially own
12,911,268 shares of common stock of Navistar International
Corporation which represents 18.8% of the shares outstanding.

Franklin Resources previously reported beneficial ownership of
8,498,858 common shares or a 12.4% equity stake as of Dec. 31,
2011.

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

                        http://is.gd/gLvGZy

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2012, showed
$11.50 billion in total assets, $11.69 billion in total
liabilities, and a $195 million total stockholders' deficit.

                           *     *     *

Navistar has 'B1' Corporate Family Rating and Probability of
Default Rating from Moody's Investors Service.

Moody's said in summary credit opinion at the end of April 2012
that the B1 Corporate Family Rating of Navistar International
reflects the company's highly competitive position in the North
American medium and heavy duty truck markets, and the continuing
recovery in demand.  It also reflects the progress Navistar
continues to make in implementing a strategy that should reduce
its vulnerability to cyclical downturns and strengthen returns.
The key elements of this strategy include: expanding its scale and
operating efficiencies by offering a full line of medium and
heavy-duty trucks equipped with Navistar engines; building its
position in international truck and engine markets through
alliance and joint ventures; and, strengthening its domestic
dealer network.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.

"The downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.


NAVISTAR INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'B'
---------------------------------------------------------------
On July 9, 2012, Standard & Poor's Ratings Services lowered its
ratings on Navistar International Corp., including the corporate
credit rating to 'B' from 'B+'.

"At the same time, we removed our ratings on Navistar from
CreditWatch, where we had placed them with negative implications
on June 7, 2012. The rating outlook is negative," S&P said.

Rationale

The downgrade reflects the operational and financial challenges
resulting from the EPA's refusal to certify Navistar's engines
with respect to emissions standards. The truck manufacturer
intended its in-cylinder emissions technology to provide a
competitive advantage. But without EPA approval, Navistar needed
to adopt a fallback approach. Its engines will now incorporate
both its current emissions controls and the competing urea-based
technology.

Executing the transition involves engineering and production
changes and added costs. Navistar expects that it will make some
of its modified engine offerings available in early 2013; the rest
will follow on an unspecified timetable. Market acceptance may be
a significant challenge, in our opinion, creating difficulty for
the company to recoup the added costs. Navistar's credit ratios
are indicative of a highly leveraged financial profile. The
company already has an equity deficit, and we estimate the ratio
of debt to EBITDA (adjusted for the captive finance operation)
will be about 8x.

Liquidity

Liquidity is less than adequate, as our criteria define this, even
while Navistar's cash and credit availability are substantial in
absolute terms.

Year-to-date, the company has incurred large cash outflows. Total
cash and marketable securities fell approximately half a billion
dollars in the fiscal first half (ended April 30). Although
Navistar has a historical pattern of better performance in its
second half, this year may be more unpredictable because of the
changes surrounding its engine offerings, previously announced
inventory accumulation, and lower levels of military business.

"We assume that implementation of the new product strategy will
require higher capital spending as well," S&P said.

Outlook

"The outlook for our rating on Navistar is negative. We consider
it increasingly unlikely that Navistar can avoid a full-year
operating loss (adjusted for one-time items, such as reversal of
tax reserves). The issues facing the company's Class 8 trucks are
compounded by declining sales of military vehicles and parts, and
deteriorating medium-duty truck demand," S&P said.

"We could lower Navistar's ratings further in several scenarios.
The first is the engine strategy encountering new setbacks,
because that effort is key to re-establishing profitability.
Moreover, if the commercial truck recovery takes longer than we
expect, we could lower the ratings as financial metrics weaken. We
could also lower ratings if liquidity remains near seasonal lows
or deteriorates further," S&P said.

The equity stakes held by two activist shareholders adds
complexity, but is not a ratings consideration at this stage,
especially given the level of the current ratings.

Ratings List
Downgraded; Ratings Off Watch
                                  To               From
Navistar International Corp.
Navistar Financial Corp.
Corporate credit rating          B/Negative/--    B+/Watch Neg/--

Navistar International Corp.
Senior unsecured                 B                B+/Watch Neg
  Recovery rating                 4                4
Subordinated                     CCC+             B-/Watch Neg
  Recovery rating                 6                   6


NORTHSTAR AEROSPACE: Court Approves Bayard P.A. as Counsel
----------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Northstar Aerospace (USA) Inc., et
al., to employ Bayard, P.A. as counsel.

To the best of the Debtors' knowledge, Bayard is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as claims and notice agent.  Harris Williams LLC,
doing business a s Harris Williams & Co., serves as their
investment banker.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  Roughly
60% of the assets and business are with the U.S. debtors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, has not
appointed a committee of unsecured creditors due to an
insufficient response to the U.S. Trustee communication/contact
for service on the committee.


NORTHSTAR AEROSPACE: Court OKs SNR Denton as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Northstar Aerospace (USA) Inc., et
al., to employ SNR Denton US LLP as bankruptcy counsel.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as claims and notice agent.  Harris Williams LLC,
doing business a s Harris Williams & Co., serves as their
investment banker.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  Roughly
60% of the assets and business are with the U.S. debtors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, has not
appointed a committee of unsecured creditors due to an
insufficient response to the U.S. Trustee communication/contact
for service on the committee.


NORTHSTAR AEROSPACE: Harris Williams Approved as Investment Banker
------------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Northstar Aerospace (USA) Inc., et
al., to employ Harris Williams LLC, doing business as Harris
Williams & Co., as their investment banker.

As reported in the Troubled Company Reporter on June 27, 2012,
Harris Williams provides public and private companies primarily
with M&A sell-side investment banking and financial advisory
services.  Harris Williams has successfully completed more than
115 strategic and financial M&A sell-side advisory engagements
over the past 24 months.

The Debtors first engaged Harris Williams in October 2010 to
advise a special committee of the Debtors' parent company
Northstar Aerospace, Inc.'s board of directors to provide M&A
sell-side investment banking services and financial advice with
respect to a possible merger, stock or investment transaction by
the company and further described in the Engagement Letter.
Harris Williams worked diligently to assist Northstar in
undertaking a transaction during the 12 month exclusive period
gaining valuable knowledge and background on the company.
However, the initial exclusive period for the engagement expired
after 12 months on Oct. 15, 2011, without a transaction acceptable
to Northstar being achieved.

Northstar re-engaged Harris Williams in late January 2012 to
continue its M&A sell-side efforts for Northstar and an amendment
to the parties' engagement letter was signed in February 2012.
The 2012 marketing process was broader than the prior marketing
process.  Among other things, Harris Williams assisted Northstar
with preparation of an updated confidential information memorandum
for delivery to potential purchasers.  In addition to contacting
potential interested bidders from the first process, an additional
group of financial and strategic buyers were contacted about a
potential transaction and portion bids for specific facilities of
Northstar (as opposed to Northstar as a whole) were specifically
encouraged.

Harris Williams proposes to continue to render its services on the
compensation terms set forth in the parties' engagement letter:

     -- A monthly fee of $25,000 per month;

     -- In the event of a Transaction, Northstar will pay Harris
Williams a cash fee, equal to an amount calculated as 1.5% of the
Purchase Price up to $280 million, plus 3.0% of that portion of
the Purchase Price between $280 million and $310 million, plus
5.0% of that portion of the Purchase Price in excess of $310
million.

If the Purchase Price is less than $250 million then the Closing
Fee will be calculated as 1.25% of the Purchase Price;

     -- In the event of a Recapitalization Transaction, Northstar
will pay Harris Williams a cash fee equal to (i) 1.5% of the
aggregate committed amount of all new senior notes and new bank
debt (regardless of the amount of such capital that is funded as
of the closing), plus (ii) 3.5% of the aggregate committed amount
of all unsecured or secured, new non-senior and new subordinated
debt securities (regardless of the amount of such capital that is
funded as of the closing), plus (iii) 6% of the aggregate
committed amount of all new equity and new equity-linked
securities of Northstar (including without limitation new
convertible securities and new preferred stock, regardless of the
amount of such capital that is funded as of the closing); and

     -- Harris Williams will be reimbursed promptly for all
reasonable out-of-pocket expenses incurred in connection with the
proposed Transaction.

Pursuant to the Engagement Letter, "Transaction" means a sale
through merger, exchange or sale of all or substantially all of
the assets, business or shares of Northstar in a single or series
of related transactions as well as any recapitalization of
Northstar or other extraordinary dividend of cash, securities or
other assets to the shareholders of Northstar.

"Recapitalization Transaction" means a private issuance, sale,
exchange or placement of new financing in the form of equity,
equity-linked, or debt securities, instruments or obligations of
Northstar with one or more lenders and/or investors, or any loan
or other financing including without limitation any such
transaction that are consummated in the context of a proceeding
initiated under the CCAA in Canada, whether in connection with a
Plan of Arrangement or otherwise.

The Debtors have also agreed to indemnify Harris Williams.

The Debtors believe that the Fee Structure constitutes market-
based, fair and reasonable terms and conditions for the retention
by the Debtors of Harris Williams as its investment banker.

Jon Nemo, Managing Director of Harris Williams' Aerospace, Defense
& Government Services Group, attests that his firm (a) has no
connection with the Debtors, their creditors, or other parties-in-
interest in the Debtors' cases; (b) does not hold any interest
adverse to the Debtors' estates; and (c) is a "disinterested
person" as defined by section 101(14) of the Bankruptcy Code.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  Roughly
60% of the assets and business are with the U.S. debtors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, has not
appointed a committee of unsecured creditors due to an
insufficient response to the U.S. Trustee communication/contact
for service on the committee.


NORTHSTAR AEROSPACE: Court Extends Schedules Filing Until July 16
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended until July 16, 2012, Northstar
Aerospace (USA) Inc., et al.'s time to file their schedules of
assets and liabilities and statements of financial affairs.

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as claims and notice agent.  Harris Williams LLC,
doing business a s Harris Williams & Co., serves as their
investment banker.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  Roughly
60% of the assets and business are with the U.S. debtors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, has not
appointed a committee of unsecured creditors due to an
insufficient response to the U.S. Trustee communication/contact
for service on the committee.


NORTHSTAR AEROSPACE: Logan & Co. OK'd as Administrative Advisor
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Northstar Aerospace (USA) Inc., et
al., to employ Logan & Company, Inc., as administrative advisor.

As reported in the Troubled Company Reporter on June 27, 2012, as
administrative advisor, Logan & Company is expected to handle
various administrative tasks in the cases, so that the Debtors can
focus their efforts and those of their professionals on
facilitating an efficient going-concern sale of assets or
confirmation of a plan of reorganization or liquidation.

The Debtors have already won authority to employ Logan as claims
and noticing agent.

Under the parties' Engagement Agreement, the Debtors paid Logan a
$10,000 retainer.

Kathleen M. Logan attests that her firm (a) is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code, except that Logan & Co. was employed by the Debtors prior to
the Petition Date as allowed by section 1107(b) of the Bankruptcy
Code and (b) does not hold or represent an interest materially
adverse to the Debtors' estates.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Judge Mary F. Walrath oversees the case.  Attorneys at SNR Denton
US LLP and Bayard, P.A. serve as counsel to the Debtors.  Logan &
Co. Inc. serves as claims and notice agent.  Harris Williams LLC,
doing business a s Harris Williams & Co., serves as their
investment banker.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  Roughly
60% of the assets and business are with the U.S. debtors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, has not
appointed a committee of unsecured creditors due to an
insufficient response to the U.S. Trustee communication/contact
for service on the committee.


OCALA FUNDING: Taylor Bean Unit Files Ch. 11, Probes Freddie Mac
----------------------------------------------------------------
Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor, Bean & Whitaker Mortgage
Corp, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.

Neil F. Luria, the CRO, explains in a bankruptcy court filing that
from 2002 through 2009, Taylor Bean's former CEO Lee Farkas and
other employees engaged in a scheme to defraud, among others,
Colonial Bank, the Debtor, and the Debtor's secured lenders and
other creditors.  The purpose of the scheme was to enrich Mr.
Farkas and cover up their fraud.

                           Farkas Fraud

According Mr. Lauria, Mr. Farkas diverted $1 billion in cash from
the Debtor to certain Taylor Bean creditors.  Chief among the
beneficiaries was Freddie Mac which received $805 million from
Ocala.   As a result of the improper use of the Debtor's funds,
the Debtor was left with substantial shortfalls in collateral to
secure or service the funding facility with BNPP and DB.

An investigation into the failure of Colonial Bank, which for
years was Taylor Bean's primary bank, led to the termination of by
the U.S. Department of Housing and Urban Development, Ginnie Mae,
and Freddie Mac of TBW's rights to issue, sell, and service laons
and securities in early August 2009.  TBW was forced to file a
voluntary petition for relief under Chapter 11 (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Mr. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In June, a federal appeals court upheld the April 2011 conviction
of Mr. Farkas, who is serving a 30-year prison term for 14 counts
of conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.

                     Remaining Assets of Ocala

During the TBW case, TBW, the Debtor, Freddie Mac and the FDIC
reached several court-approved agreements reconciling the
ownership of loans purportedly sold through the Debtor.  The
Debtor was allocated several hundred mortgage loans and cash
proceeds related thereto.  The Debtor holds 252 mortgage loans
with an unpaid balance of approximately $42.3 million as of May
31, 2012.  The Debtor also holds five "real estate owned"
properties resulting from foreclosures. The Debtor also holds
approximately $22.4 million in proceeds of mortgage loans
previously owned by it that are on deposit in an account in the
Debtor's name at Regions Bank.  Finally, the Debtor has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The outstanding balance of the Funding Facility is approximately
$1.75 billion.  Additionally, the FDIC, as receiver for Colonial
Bank, has asserted a claim against the Debtor of approximately
$900 million on account of loans on Colonial Bank's books that
were sold by the Debtor for which it did not pay.

The Debtor has liabilities that exceed its assets by more than $2
billion.  Nearly half of this shortfall is the result of transfers
of the Debtor's assets to Freddie Mac under the direction and
control of the Farkas Parties.

                      Claims vs. Freddie Mac

The Debtor believes that the $805 million of Ocala's funds
transferred by the Farkas Parties in from May 2008 to August 2009
to the Federal Home Loan Corp. -- Freddie Mac -- to satisfy TBW's
obligations to Freddie Mac provided no benefit to Ocala and, were
executed with the actual intent of hindering, delaying and
defrauding Ocala and its creditors, at a time when the Debtor was
insolvent or was rendered insolvent as a result of such transfers.

The Debtor believes that these transfers may be avoided and
recovered for the benefit of the Debtor's estate under applicable
provisions of the Bankruptcy Code and state law.  The Debtor
believes that the claims are of "substantial value to its estate."

Freddie Mac is a public company and has disclosed claims of the
Debtor as a potential liability in recent quarterly and annual
filings with the Securities and Exchange Commission.

                      Plan Support Agreement

Prior to the commencement of the Chapter 11 case, the Debtor
entered into extensive negotiations with the Prepetition Indenture
Trustee, DB, BNPP, the FDIC and the TBW Plan Trust with respect to
a consensual plan of liquidation for the Debtor, the funding of
the Debtor's Chapter 11 case, and certain related matters relating
to the administration of the Chapter 11 case and the settlement of
certain disputes, the result of which was the parties' execution
of that certain Restructuring and Plan Support Agreement.

The terms of the RSA are:

  (a) $26.3 million of the Debtor's funds on deposit with Platinum
      Bank will be distributed by the FDIC, as receiver for
      Platinum, to (a) 19.95% to the FDIC as receiver for
      Colonial, (b) 59.89% to DB and BNPP, and (c) 20.15% to OF
      Finance LLC, a newly formed company owned by FDIC and DB and
      BNPP.  OF Finance, as DIP lender, will advance the funds to
      the Debtor under a proposed DIP financing facility.

  (b) The parties agreed that the Debtor will file a motion in
      Ocala's Chapter 11 Case pursuant to Rule 9019 of the Federal
      Rules of Bankruptcy Procedure seeking approval of the
      Debtor's transfer to DB and BNPP of claims it holds against
      Bank of America, N.A. for conversion of its assets, in
      exchange for BOA's assignment to the Debtor of certain
      claims it may have against Deloitte & Touche, as former
      auditor of TBW.

  (c) The parties agreed that the Debtor will file a Bankruptcy
      Rule in both Ocala's and TBW's chapter 11 cases seeking
      approval of an arrangement in which (i) the net proceeds of
      all claims and causes of action of Ocala (including claims
      assigned by BOA) and the TBW Plan Trust against Deloitte
      will be allocated 75% to Ocala and 25% to TBW, and (ii) the
      costs of litigating such claims and causes of action will be
      paid by the TBW Plan Trust.

  (d) Within 90 days after commencement of the Chapter 11 Case,
      the Debtor will file a chapter 11 plan of liquidation that
      will provide, among other things, for

       (i) the transfer of all remaining mortgage loans and cash
           collateral proceeds thereof to DB and BNPP,

      (ii) the increase of the TBW Claim to $1,750,000,000
           (recoveries of which shall be allocated 90% to DB and
           BNPP, and 10% to the FDIC),

     (iii) payment of up to 25% of the general unsecured claims
           (excluding unsecured deficiency claims of DB and BNPP
           and the claims of the FDIC), not to exceed $250,000 in
           the aggregate,

      (iv) the allocation of the proceeds of any fraudulent
           conveyance and other unencumbered actions of the
           Debtor's estate 25% to the FDIC (as receiver for
           Colonial) and 75% to DB and BNPP, and

       (v) the transfer of all claims and causes of action of the
           Debtor, including with respect to Deloitte and
           fraudulent conveyances or other avoidance actions, to a
           post-confirmation litigation trust (the "Ocala
           Litigation Trust") for prosecution. The Ocala Plan must
           be confirmed and become effective within 160 days after
           the Petition Date.

  (e) The Ocala Litigation Trust shall be governed by an oversight
      committee consisting of designees from DB, BNPP and the
      FDIC.  Approval of material decisions of the Ocala
      Litigation Trustee (including retention of counsel and
      commencement and settlement of any claim of the Debtor's
      estate) will require the approval of the designee of DB and
      one or both of the designees of BNPP and the FDIC.  Mr.
      Lauria will be the initial trustee of the Ocala Litigation
      Trust.

Pursuant to the RSA, the Ocala Plan will be unanimously accepted
by holders of claims in two of the four impaired classes of claims
as described in the RSA, which accepting classes constitute over
97% of all claims against the Debtor.

                           DIP Facility

The Debtor intends to file a motion within 10 days after the
Petition Date, pursuant to its obligations under the RSA, for
authority to obtain $5,200,000 of postpetition financing for the
purpose of paying administrative expenses necessary to conduct the
Chapter 11 Case, principally the investigation and prosecution of
avoidance actions.

The $5,300,000 of the Platinum Funds was transferred to OF
Finance, for the purpose of providing the DIP Facility to the
Debtor ($5,200,000 of which will be used to fund the DIP Facility
and $100,000 of which will be used by the DIP Lender for
accounting purposes).

The DIP Facility will not bear interest; moreover, the DIP Lender
will receive no distribution under the Ocala Plan and, upon the
consummation of the Ocala Plan, all obligations of the Debtor
relating to the DIP Facility will be discharged and released.

As of the Petition Date, the Debtor held or otherwise controlled
$97.4 million in cash.

                        The Chapter 11 Case

Concurrently with the Petition, the Debtor has filed a motion for
entry of an order authorizing and directing the examination of
Freddie Mac Pursuant to F.R.B.P. Rule 2004.  While the Debtor
believes that it possesses viable, legitimate and valuable causes
of action against Freddie Mac, the Debtor is not certain that such
transactions constitute the totality of avoidable transactions
between the Debtor and Freddie Mac.  Accordingly, the Debtor seeks
to investigate the potential of other claims and causes of action
against Freddie Mac.

As required under the RSA, the Debtor has filed a motion seeking
approval of a settlement agreement under which BOA and the Debtor
will exchange certain claims against Deloitte related to
Deloitte's work for TBW.  The conversion claims arise from the
alleged conversion and sale by BOA of certain mortgage loans that
were allegedly owned by the Debtor and would have served as
collateral securing the debt obligations held by the Noteholders.

The Debtor also has filed a motion seeking entry of an order
approving a settlement agreement among the Debtor, the TBW Plan
Trust, and BOA with respect to the allocation of costs and
recoveries related to their respective claims against Deloitte.
Deloitte, as TBW auditor, certified TBW's financial statements
from 2002 to 2008.  Each of TBW, BOA and Ocala hold claims against
Deloitte related to Deloitte's work for TBW.  Deloitte was sued by
Ocala and TBW in September 2011, under Case No. 11-30967CA30 (11th
Judicial Circuit Court for Miami-Dade County, Florida).  The
settlement is a negotiated compromise whereby the parties with
interests in the Deloitte Litigation agree to share the costs and
any award of the Deloitte Litigation.

The Debtor has filed applications to employ tapped (i) Navigant
Capital Advisors, LLC for the services of Neil F. Luria as CRO, as
well as other support personnel, (ii) Proskauer Rose, LLP, as
Chapter 11 counsel, and (iii) Stichter, Riedel, Blain & Prosser,
P.A., as local bankruptcy counsel. Stietcher Riedel served as
bankruptcy counsel to TBW.

The Debtor is also seeking approval for (a) Thomas, Alexander &
Forrester LLP as counsel for the Deloitte litigation, and (b) and
Paul Steven Singerman and Berger Singerman LLP as local co-counsel
with TAF in connection with the Deloitte Litigation.  The Debtor
will also file applications to hire Gonzalo R. Dorta, P.A. and
Gamba & Lambana, P.A., as special litigation local counsel in
connection wtith the Deloitte litigation, which is pending in
Miami-Dade County, Florida.

Judge Jerry A. Funk has been assigned to the bankruptcy case.


OCALA FUNDING: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ocala Funding, LLC
        4901 Vineland Rd.
        Orlando, FL 32811

Bankruptcy Case No.: 12-04524

Type of Business: Ocala Funding used to be the largest originator
                  and servicer of residential loans.  Ocala was
                  created by Taylor Bean & Whitaker to purchase
                  loans originated by TBW and selling the loans to
                  third parties, Freddie Mac.  In furtherance of
                  this structure the Debtor raised money from
                  noteholders Deutsche Bank AG and BNP Paribas
                  Mortgage Corp. and other financial institutions,
                  as secured lenders through sales of asset-backed
                  commercial paper.

                  TBW collapsed into bankruptcy (Bankr. M.D. Fla.
                  Case No. 09-07047) on Aug. 24, 2009.

                  In June 2012, a federal appeals court upheld the
                  April 2011 conviction of TBW CEO Lee Farkas, who
                  is serving a 30-year prison term for 14 counts
                  of conspiracy and fraud for being the mastermind
                  of a $2.9 billion bank fraud.  Mr. Farkas
                  allegedly directed the sale of more than $1.5
                  billion in fake mortgage assets to Colonial Bank
                  and misappropriated more than $1.5 billion from
                  Ocala.

Chapter 11 Petition Date: July 10, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's
Counsel        : Russell M. Blain. Esq.
                 Edward J. Peterson, III, Esq.
                 STICHTER, RIEDEL, BLAIN & PROSSER
                 110 East Madison Street, Suite 200
                 Tampa, FL 33602
                 Tel: (813) 229-0144
                 Fax: (813) 229-1811
                 E-mail: rblain.ecf@srbp.com
                         epeterson@srbp.com

Debtor's
Chief
Restructuring
Officer         : Neil F. Luna
                  NAVIGANT CAPITAL ADVISORS, LLC

Debtor's
Chapter 11
Counsel         : PROSKAUER ROSE, LLP

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

The petition was signed by Neil F. Luria, chief restructuring
officer.

Ocala Funding, LLC's List of Its 6 Largest Unsecured Creditors:

        Entity                   Nature of Claim    Claim Amount
        ------                   ---------------    ------------
Federal Deposit Insurance        Lender             $898,873,958
Corp.

Cadwalader, Wickersham           Trade                $1,632,385
& Taft LLP

Moody?s Investor Service         Trade                   $25,237

Akerman Senterfitt               Trade                   $15,000

Deutsche Bank Trust              Trade                   $12,600
Company Americas

Standard & Poor?s                Trade                   $10,000
Financial Services, LLC


ODYSSEY PICTURES: Had $68,400 Net Income in Fiscal 3rd Quarter
--------------------------------------------------------------
Odyssey Pictures Corporation filed its quarterly report on Form
10-Q, reporting net income of $68,400 on $395,400 of net sales of
services for the three months ended March 31, 2012, compared with
net income of $36,500 on $444,000 of net sales of services for the
three months ended March 31, 2011.

For the nine months ended March 31, 2012, the Company reported net
income of $9,100 on $1.09 million of net sales of services,
compared with net income of $238,800 on $1.65 million of net sales
of services for the nine months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$1.01 million in total assets, $3.62 million in total liabilities,
and a stockholders' deficit of $2.61 million.

"The Company is dependent upon the continued payment of contract
obligations from a single customer and while payments have been
made under the terms of the contract through the date of this
filing, there is no other assurance that such payments will be
paid when due.  The company has no liquid reserves from which to
fund operations in the event that such payments are not made."

Michael F. Cronin, in Orlando, Fla., expressed substantial doubt
about Odyssey Pictures' ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2011.  The independent auditor noted that the Company has a $1.9
million working capital deficiency.  "The Company may not have
adequate readily available resources to fund operations through
June 30, 2012.  This raises substantial doubt about the Company's
ability to continue as a going concern."

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

                       http://is.gd/7VCD4V

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  As of the
date of the filing of this report, the Company's ongoing
operations have consisted of the sale of these branding and image
design products, increasing media inventory, productions in
progress and development of IPTV Technology and related services.


OMEGA HEALTHCARE: Fitch Assigns 'BB+' Subordinated Debt Rating
--------------------------------------------------------------
Fitch Ratings has assigned initial credit ratings to Omega
Healthcare Investors, Inc. (NYSE: OHI) as follows:

  -- Issuer Default Rating (IDR) at 'BBB-';
  -- Unsecured revolving credit facility at 'BBB-';
  -- Senior unsecured notes at 'BBB-';
  -- Subordinated debt at 'BB+'.

The Rating Outlook is Stable.

The ratings reflect the strength of the company's metrics (low
leverage, high fixed-charge coverage, stable cash flows and
exceptional liquidity due to no near-term maturities), which
offset the largest credit concern -- the focus on skilled nursing
and assisted living facilities.  The high percentage of government
reimbursement and the corresponding regulatory risk to operators
of these facilities may place pressure on operator earnings.
Additionally, Fitch notes the company's small size ($2.5 billion
in assets), moderate geographic concentration (Florida and Ohio
collectively comprise 35% of total investments) and exposure to
smaller, un-rated operators.

Fixed-charge coverage is strong for the 'BBB-' rating. For the
trailing 12 months ended March 31, 2012, OHI's fixed-charge
coverage ratio was 3.1x, compared with 2.7x and 3.2x in full-year
2010 and 2009, respectively.  Contractual rental escalators drive
Fitch's expectation of fixed-charge coverage improving to 3.4x by
2014.  Fitch defines fixed-charge coverage as recurring operating
EBITDA less straight-line rents divided by total interest incurred
and preferred dividends.

Leverage is also strong for the 'BBB-' rating and continues to
decline.  Leverage was 4.8x as of March 31, 2012 (1Q'12
annualized), between the 4.5x and 5.1x as of Dec. 31, 2009 and
2010.  Fitch forecasts that leverage will migrate to the mid-4.0x
range through 2014 as the company acquires additional facilities
funded evenly through debt and equity.  Fitch calculates leverage
as net debt-to-recurring operating EBITDA.

OHI's liquidity is exceptionally strong with no debt maturities
before 2020 other than amounts outstanding on the unsecured
revolving line of credit in 2015.  The next maturity is $200
million of senior unsecured notes in 2020.  OHI's back-ended debt
maturities, coupled with the lack of recurring capital
expenditures (due to the triple-net nature of the leases) provide
exceptional liquidity coverage.

Offsetting the credit positives is OHI's focus on skilled-nursing
facilities and assisted-living facilities, which are highly
reliant upon federal and state reimbursement.  More than 91% of
OHI's operator revenues are derived from public sources as of Dec.
31, 2011.  Operators have experienced greater financial volatility
and stress when rates and/or reimbursement formulas have changed.
Healthcare legislation, together with budgetary concerns at both
the federal and state levels will likely continue to pressure
operator margins and operators' capacity to honor lease
obligations.  OHI's operators' coverage remains solid but not
robust at 2.2x and 1.8x for EBITDARM and EBITDAR as of March 31,
2012.  Master leases with cross-collateralization and EBITDAR
coverage covenants improve OHI's security but OHI remains at risk
for potential tenant defaults or requests for rental relief
concessions.

OHI's operators have been offsetting revenue declines through non-
rent operating expense cost savings. Coverage metrics have
declined moderately but Fitch expects they will stabilize modestly
below current levels.  A hypothetical analysis shows that
operators' revenues would need to decline another 7.0%-8.0%, with
all other operating costs unchanged before EBITDAR coverage breaks
1.0x, which provides some context to the challenging but
manageable operating environment.

Contingent liquidity as measured by unencumbered assets-to-
unsecured debt is adequate, ranging between 1.7x and 2.3x at
capitalization rates of 9.0% to 12.0%. This ratio will likely
remain flat as the company acquires properties on a leverage
neutral basis.

The one-notch differential between Omega's IDR and the
subordinated debt assumed as part of the CapitalSource transaction
considers the relative subordination within OHI's capital
structure.

The Stable Outlook reflects Fitch's expectation that metrics will
improve but remain appropriate for the current rating and that any
reimbursement pressures at the operator level will have a minimal
impact on OHI cash flows given lease length, covenants and
coverage.

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

  -- Increased scale;
  -- Net debt-to-recurring operating EBITDA sustaining below 4.0x
     (leverage was 4.8x as of end March 31, 2012);
  -- Fixed-charge coverage sustaining above 3.5x (coverage was
     3.1x for the 12 months ended March 31, 2012).

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

  -- Further pressure on operators through reimbursement cuts;
  -- Leverage sustaining above 5.5x;
  -- Fixed-charge coverage sustaining below 2.5x.


OMEGA NAVIGATION: Has Until Sept. 3 to File Reorganization Plan
---------------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas signed a fifth amended agreed
scheduling order on order to show cause and agreed order extending
the exclusive period of Baytown Navigation Inc., et al.

The agreement provides for, among other things:

   1. HSH Nordbank, AG, as senior facilities agent, the senior
      lenders, White & Case LLP, the junior lenders, and the
      Official Committee of Unsecured Creditors will file their
      respective responses and briefs to the show cause order by
      Aug. 2, 2012.

   2. The Debtors may file a response to the briefs of the
      Responding Parties on or before Aug. 9.

   3. The Responding Parties may file any briefs responding to the
      brief of the Debtors on or before Aug. 16.

   4. The Court will set a hearing on the order to show cause
      by separate order.

   5. The exclusive period during which only the Debtors may file
      a plan of reorganization is extended to Sept. 3, 2012.  If
      the Debtors file plans of reorganization by Sept. 3, 2012,
      then the period under which only the Debtors may solicit
      votes on the plans is extended to Nov. 5, 2012.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas in
the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


PARKERVISION INC: Incurred $4.1 Million Net Loss in 1st Quarter
---------------------------------------------------------------
ParkerVision, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $4.07 million for the three months ended
March 31, 2012, compared with a net loss of $3.37 million for the
same period of 2011.

The Company had no product or royalty revenue for the three months
ended March 31, 2012, or 2011.

The Company's balance sheet at March 31, 2012, showed
$12.30 million in total assets, $1.69 million in total
liabilities, and stockholders' equity of $10.61 million.

As reported in the TCR on April 10, 2012, PricewaterhouseCoopers
LLP, in Jacksonville, Florida, expressed substantial doubt about
ParkerVision's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations.

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

                       http://is.gd/Dha2HS

Jacksonville, Florida-based ParkerVision, Inc., was incorporated
under the laws of the state of Florida on Aug. 22, 1989.  The
Company is in the business of innovating fundamental wireless
technologies.  It designs, develops and markets its proprietary
radio frequency ("RF") technologies and products for use in
semiconductor circuits for wireless communication products.


PARTY CITY: Moody's Assigns 'B2' Corp. Family Rating
----------------------------------------------------
Moody's Investors Service assigned B2 corporate family and
probability of default ratings to Party City Holdings, Inc.
("Party City," initially "PC Merger Sub, Inc.") and assigned a B1
rating to the company's proposed $1.05 billion senior secured term
loan. The ratings outlook is stable.

In addition to the proposed term loan, Moody's expects that the
company will issue up to $700 million of additional unsecured debt
as part of the transaction. Proceeds from the proposed term loan,
unsecured debt and $100 million of revolver borrowing, along with
$584 million of new common equity, will be used by Thomas H. Lee
Partners, L.P. ("THL") to fund the acquisition of a majority stake
in the company from Advent International, Berkshire Partners and
Weston Presidio and repay existing debt. The transaction is valued
at approximately $2.7 billion.

Upon consummation of the transaction, PC Merger Sub, Inc. will be
merged with and into Party City Holdings, Inc and its subsidiary,
Amscan Holdings, Inc. (the current rated entity). Party City will
be the surviving entity and obligor under the credit facilities.
The assigned ratings are subject to the completion of the
transaction and Moody's review of final documentation.

"At over 7.0 times, Party City's lease adjusted leverage
(including eight times rent expense) will be very high following
the acquisition," stated Moody's analyst, Mike Zuccaro. "However,
the company continues to report solid revenue and earnings growth,
led by positive same store sales in retail, new store openings and
conversions, increased wholesale demand and acquisitions. Given
Moody's view that party goods and accessories have relatively
stable demand characteristics, we expect operating performance to
remain relatively stable in the near to intermediate term, and
that the company will reduce leverage to below 6.5 times by the
end of 2013."

Ratings (LGD assessments) assigned:

- Corporate family rating at B2

- Probability of default rating at B2

- $1.05 billion senior secured term loan due 2019 at B1
   (LGD 3, 37%)

The ratings outlook is stable.

The following ratings of Amscan Holdings, Inc. were affirmed and
will be withdrawn upon completion of the acquisition and repayment
of existing debt:

- Corporate family rating at B2

- Probability of default rating at B2

- $675 million senior secured term loan due 2017 at B2
   (LGD 4, 52%);

- $175 million subordinated notes due 2014 at Caa1 (LGD 6, 91%);

Ratings Rationale

Party City's B2 corporate family rating reflects the company's
high pro forma leverage stemming from the proposed transaction,
its narrow business focus on party goods and accessories, and
small scale relative to other global retailers despite meaningful
overall size in the fragmented party supply industry. The rating
favorably reflects the company's strong market presence in both
retail and wholesale, growing geographic diversification, and
relative demand stability of party goods and accessories as a high
portion of sales are tied to regularly recurring events, such as
birthdays, and the majority of products are sold at moderate price
points.

The stable outlook reflects Moody's expectation for gradual
improvement in debt protection metrics over time, driven by
continued steady earnings growth and debt reduction with excess
cash flow. The outlook also reflects the expectation for good
liquidity.

Given the company's very high pro forma leverage, a ratings
upgrade is not likely over the near term. However, over time,
sustained growth in revenue and profitability while demonstrating
conservative financial policies, including the use of free cash
flow for debt reduction, could lead to a ratings upgrade.
Quantitatively, the ratings could be upgraded if debt / EBITDA is
sustained below 5.25 times and EBITA /interest expense is
sustained above 1.75 times.

Ratings could be downgraded if the company's liquidity were to
erode, or if heightened competition began to negatively impact
operating margins or credit metrics. Quantitatively, ratings could
be lowered if it appears that debt/EBITDA will not fall below 6.5
times by the end of 2013 or if EBITA/interest falls below 1.25
times.

The B1 rating on Party City's proposed $1.05 billion senior
secured term loan reflects both the overall probability of default
of the company, to which Moody's has assigned a PDR of B2, and a
loss given default assessment of LGD 3, 37%. The facilities
benefit from a first priority lien on substantially all domestic
assets of the company except cash, accounts receivable and
inventory, on which it has a second lien behind the proposed $400
million ABL revolver (not rated by Moody's). The term loan also
benefits from a first lien pledge on 65% of the stock of first-
tier foreign subsidiaries, and from a sizeable level of unsecured
debt in the capital structure.

The principal methodology used in rating Party City 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.

Headquartered in Elmsford, NY, Party City is a designer,
manufacturer, distributor and retailer of party goods and related
accessories. The company's retail brands principally include Party
City and Halloween City. Total revenues approached $1.9 billion
for the latest twelve month period ended March 31, 2012.


PATRIOT COAL: Moody's Cuts Probability of Default Rating to 'D'
---------------------------------------------------------------
Moody's Investors Service lowered Patriot Coal's Probability of
Default Rating to D from Caa1 and the corporate family rating to
Ca from Caa1. The downgrades were prompted by the company's
July 9, 2012 announcement that it voluntarily filed for relief
under Chapter 11 of the United States Bankruptcy Code. Moody's
took the following rating actions and intends to withdraw all
ratings:

Downgrades:

  Issuer: Patriot Coal Corporation

     Probability of Default Rating, Downgraded to D from Caa1

     Corporate Family Rating, Downgraded to Ca from Caa1

     Senior Unsecured Regular Bond/Debenture, Downgraded to C,
     LGD5, 71% from Caa2, LGD4, 60%

Outlook Actions:

  Issuer: Patriot Coal Corporation

    Outlook, Changed To Negative From Ratings Under Review

Withdrawals:

  Issuer: Patriot Coal Corporation

     Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-4

The LGD rate on senior unsecured notes reflects Moody's
expectations of an average firm-wide recovery rate and a lower
recovery rate on senior unsecured notes due to the large
proportion of secured debt in the capital structure.

Ratings Rationale

The downgrade follows the July 9 announcement that Patriot and
substantially all of its wholly owned subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code in the Bankruptcy Court for the Southern District
of New York. Subsequent to the actions, Moody's will withdraw the
ratings because Patriot has entered bankruptcy.

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

Patriot Coal Corporation is a producer of thermal coal and
metallurgical quality coal in the eastern U.S., with operations
and coal reserves in Appalachia and the Illinois Basin. Operations
consist of fourteen current mining complexes, which include
company-operated mines, contractor-operated mines and coal
preparation facilities. The Appalachia and Illinois Basin segments
consist of operations in West Virginia and Kentucky, respectively.
Patriot controls approximately 1.9 billion tons of proven and
probable coal reserves and ships coal to electric utilities,
industrial users, steel mills and independent coke producers. The
company generated $2.3 billion of revenues through the 12 months
ended March 31, 2012.


PATRIOT COAL: S&P Cuts Corp. Credit Rating to 'D' Over Bankruptcy
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on St. Louis, Mo.-based Patriot Coal Corp. (Patriot) to 'D'
from 'CCC'.

"At the same time, we lowered our issue rating on the company's
senior unsecured debt to 'D' from 'CCC'. We removed the ratings
from CreditWatch, where we placed them with negative implications
on Jan. 23, 2012," S&P said.

"The 'D' rating on Patriot follows the company's filing of a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code to
implement its restructuring plan," said Standard & Poor's credit
analyst Maurice Austin.  During recent months, the cancellation of
customer contracts, lower thermal coal prices, and rising
expenditures for environmental and other liabilities have severely
constrained the company's liquidity and financial flexibility,"
S&P said.

However, Patriot expects its mining operations and customer
shipments to continue in the ordinary course of business
throughout the reorganization process and has obtained a
commitment for $802 million in debtor-in-possession financing.

Upon the Bankruptcy Court's approval, the company will use the new
financing and cash generated from Patriot's ongoing operations to
support the business during the reorganization process.


PEREGRINE FINANCIAL: To Liquidate Under Chapter 7 Bankruptcy
------------------------------------------------------------
Reuters reports Peregrine Financial Group Inc. on July 10 filed to
liquidate under Chapter 7 of the U.S. Bankruptcy Code, disclosing
between $500 million and $1 billion of assets, between $100
million and $500 million of liabilities, and between 10,000 and
25,000 creditors.

According to the report, a board resolution authorizing the
bankruptcy was signed by President Russell Wasendorf Jr, who also
signed on behalf of Chairman Russell Wasendorf Sr.  The resolution
said Russell Wasendorf Jr was empowered to act for Russell
Wasendorf Sr in the event the latter became incapacitated, under
a power of attorney dated July 3.

Peregrine Financial Group Inc. is the regulated unit of the
brokerage PFGBest.


PINNACLE AIRLINES: Wants More Time to Decide on Unexpired Leases
----------------------------------------------------------------
Pinnacle Airlines Corp., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to extend their time to assume
or reject the unexpired leases of nonresidential real property
until Oct. 28, 2012.

The Debtors operate a business with operations and financial
interests throughout the United States.  As part of their
operations, the Debtors estimate that, as of the Petition Date,
they were party to more than 70 unexpired leases of nonresidential
real property, including lease agreements for office space, hanger
space and points of presence in airports.  The Debtors relate that
they have not yet had an opportunity to identify or make final
determinations regarding the assumption or rejection of many of
the leases.

In a separate filing, the Debtors request for authorization to (i)
reject the license agreement dated May 23, 2011, between the
Houston Airport System of the City of Houston, Texas, and Colgan
Air, Inc. for Hanger S570, located at 17231 John F. Kennedy Blvd.,
George Bush Intercontinental Airport/Houston; and (ii) the
abandonment of certain personal property located on the premises
associated with the lease, effective as of July 18, 2012.

The Debtors note that the lease for the exclusive use of hanger
space that is no longer necessary, and the lease imposes
potentially onerous obligations.  The Debtors gave notice of
termination under the terms of the lease, effective July 18, but
seek to reject the lease out of an abundance of caution and to
avoid any associated burden to the estate.

A hearing on July 18, at 9:45 a.m. has been set.  Objections, if
any, are due July 11, at 4 a.m.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE AIRLINES: Wants Until Sept. 28 to File Chapter 11 Plan
---------------------------------------------------------------
Pinnacle Airlines Corp., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to extend their time to (i)
propose a Chapter 11 plan of reorganization until Sept. 28, 2012,
and (ii) solicit acceptances of such plan until March 27, 2013.

According to the Debtors, the extensions will enable them to
formulate a plan that best addresses the interests of the Debtors,
their employees, creditors and estates.

A hearing on July 18, at 9:45 a.m. has been set.  Objections, if
any, are due July 11, at 4 a.m.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.




PINNACLE AIRLINES: Wants Ernst & Young to Audit 2012 Financials
---------------------------------------------------------------
Pinnacle Airlines Corp., et al., filed the U.S. Bankruptcy Court
for the Southern District of New York a supplemental application
requesting entry of an order expanding the scope of the Debtors'
employment of Ernst & Young LLP pursuant to the terms and
conditions of the additional engagement letter dated as of May 9,
2012.

EY LLP will provide these additional audit services:

   -- auditing and reporting on the consolidated financial
      statements of Pinnacle for the year ending Dec. 31, 2012;

   -- auditing and reporting on the effectiveness of Pinnacle's
      internal control over financial reporting as of Dec. 31,
      2012; and

   -- reviewing Pinnacle's unaudited interim financial information
      before Pinnacle files its Form 10-Q for each quarter of the
      year ending Dec. 31, 2012.

The billing rates of EY LLP's personnel are:

          Title                             Hourly Rate
          -----                             -----------
  National Office and Specialist Partner        $785
  Specialist Senior Manager                     $630
  Partner                                       $525
  Executive Director                            $450
  Senior Manager                                $360
  Manager                                       $300
  Senior                                        $195
  Staff                                         $135

To the best of the Debtors' knowledge, EY LLP is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

A hearing on July 18, 2012, at 10 a.m., has been set.

In a separate filing, Delta Air Lines, Inc., has withdrawn its
limited objection dated June 11, 2012, to the Debtor's Notice of
Election pursuant to Section 1110(a) of the Bankruptcy Code.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE HOLDCO: S&P Assigns '(P)B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to Pinnacle Holdco S.a.r.l. The outlook is
stable.

"We also assigned a preliminary 'B+' issue-level rating with a
preliminary recovery rating of '2' to the company's proposed $40
million senior secured revolving credit facility and $290 million
first-lien term loan. In addition, we assigned a preliminary
'CCC+' issue-level rating with a preliminary recovery rating of
'6' to Pinnacle's proposed $130 million second-lien term loan,"
S&P said.

The '2' recovery rating indicates expectations for substantial
(70% to 90%) recovery of principal in the event of a payment
default by the borrower and the '6' recovery rating indicates
expectations for negligible (0% to 10%) recovery.

Standard & Poor's ratings on Pinnacle, parent company of the group
of companies that composed Paradigm Ltd. prior to its acquisition
by Apax Partners and JMI Equity in June 2012, reflect the
company's "weak" business profile, characterized by its position
in a fairly narrow segment of the exploration and production (E&P)
market and its "highly leveraged" financial profile.

Offsetting some of these issues is the critical role the company's
products play in the E&P process, a strong and rising position in
its segment, and a highly recurring revenue base.

Pinnacle is a provider of software solutions for the worldwide oil
and gas E&P industry. The industry uses Pinnacle's products to
accurately and cost-effectively locate and optimally produce oil
and gas, with over 700 customers worldwide including majors,
independents, national oil companies, universities, and research
institutes. Core services include interpretation and modeling
products, seismic processing and imaging, and reservoir
characterization.

The company has over 3,000 active contracts and 15,000 seats.

Revenues are geographically diversified, in line with the E&P
industry. Its products target and are used by geophysicists and
others in the evaluation of E&P potential. The company offers an
integrated suite of products -- on Linux -- and most recently
Windows-based platforms, representing the culmination of 10 years
and a significant amount of research and development (R&D)
spending.

In addition, the company has made acquisitions to further
complement its own offerings.  "We view the company's business
profile as weak, reflecting its significant market position in a
relatively small market, competing with several major and long-
established players with greater financial and product resources,"
said Standard & Poor's credit analyst Jacobs Schlanger.

However, this is partly offset by its suite of integrated software
products that spans the full E&P cycle, an emphasis on
establishing relationships with new geoscientists and engineers,
and a significant patent portfolio.

The company's relationship strategy creates a growing base of
future users and enables them to increase penetration of existing
customers.

"The outlook is stable, reflecting the company's recurring revenue
base and good cash flow generation, which we expect to lead to a
slow decrease in leverage. However, if competitive pressures lead
to margin compression and leverage approaches the mid- to high-6x
level, we could lower the rating. We expect minimal leverage
reduction, so we do not foresee an upgrade in the next 12 to 18
months," S&P said.


PRESSURE BIOSCIENCES: Posts $1.1 Million Net Loss in Q1 2012
------------------------------------------------------------
Pressure BioSciences, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.06 million on $305,661 of revenue
for the three months ended March 31, 2012, compared with a net
loss of $833,365 on $180,643 of revenue for the same period of
2011.

The Company's balance sheet at March 31, 2012, showed
$1.72 million in total assets, $2.35 million in total liabilities,
and a stockholders' deficit of $635,838.

As reported in the TCR on March 2, 2012, Marcum LLP, in Boston,
Massachusetts, expressed substantial doubt about Pressure
Biosciences' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has had recurring net
losses and continues to experience negative cash flows from
operations.

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

                       http://is.gd/wUQ4xa

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.


R.E. LOANS: Plan of Reorganization Confirmed
--------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
confirmed R.E. Loans, LLC, et al.'s  Modified Fourth Amended Plan
of Reorganization dated June 1, 2012, as supplemented on June 8,
2012.

As reported in the Troubled Company Reporter on June 13, 2012, the
Modified Fourth Amended Joint Plan contemplates the reorganization
of the Debtors' businesses and the resolution of outstanding
Claims against and Interests in the Debtors through the formation
of a Liquidating Trust intended to hold and own the equity in the
Reorganized R.E. Loans, to pursue litigation recoveries of claims
owned by the Debtors and the Reorganized Debtors, and distribute
the proceeds to the holders of Allowed Claims pursuant to the Plan
and the Trust Agreement.

Generally, the Plan provides that: (1) all Notes Receivable and
REO Property, will re-vest in the Reorganized Debtors; and (2) all
Causes of Action that are not settled or released by the Plan and
the equity of the Reorganized R.E. Loans will vest in the
Liquidating Trust.  All Causes of Action, including all Avoidance
Actions, will be transferred to the Liquidating Trust, except
Causes of Action against Wells Fargo and Causes of Action against
Holders of Allowed Claims in REL Class 8 if REL Class 8 votes to
accept the Plan and implement the Plan Compromise.

In addition, New Equity Interests in Reorganized R.E. Loans will
be issued to the Liquidating Trust and held by the Liquidating
Trustee for the benefit of holders of Allowed Claims.
Accordingly, the Liquidating Trustee will be the sole member of
Reorganized R.E. Loans.

The Plan will be financed through the secured Wells Fargo Exit
Facility, which will be provided by Wells Fargo in an amount
sufficient to (i) repay in full Wells Fargo's Prepetition Claims
and Wells Fargo's DIP Facility Claim; (ii) satisfy all Allowed
Administrative Expenses, Priority Tax Claims and Priority Non-Tax
Claims; and (iii) provide the Reorganized Debtors with sufficient
liquidity to administer and dispose of their Assets, exclusive of
the retained Causes of Action.

Net Cash proceeds from the sale or disposition of Notes Receivable
and REO Property will be used first to fund the operations of the
Reorganized Debtors and repay the Wells Fargo Exit Facility,
pursuant to the terms of the Wells Fargo Exit Facility.

A full-text copy of the Modified Fourth Amended Joint Plan is
available for free at:

    http://bankrupt.com/misc/RE_LOANS_plan_modifie4amended.pdf

                         About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713.6 million in assets and $886.0 million in liabilities as of
the Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


RG STEEL: Judge Clears Enviros to Pursue Appeal in Pollution Case
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin J. Carey on Tuesday permitted environmental advocates
to pursue an appeal concerning RG Steel LLC's pollution-monitoring
obligations at its Sparrows Point, Md., steel mill.

At a court hearing in Wilmington, Judge Carey granted The
Chesapeake Bay Foundation Inc. and allied environmentalists relief
from the automatic stay to take their appeal to the Fourth
Circuit, rejecting the debtors' argument that the appeal would be
a costly distraction from ongoing efforts to sell the mill and
other assets, Bankruptcy Law360 relates.

                          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.


RG STEEL: Bonus Program Defective, U.S. Trustee Says
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RG Steel LLC will face opposition from the U.S.
Trustee at a July 18 hearing for approval of a program to pay
bonuses to the 10 top executives if the business is sold before
the year's end.  The bonus pool would consist of 2.5% of the sale
price for the assets in excess of the amount necessary to pay off
funding for the Chapter 11 case and first-lien debt. In her
papers, the U.S. Trustee said the threshold "is easily achievable"
because the company previously said the senior lenders are
"oversecured."

According to the report, in the opinion of the U.S. Trustee, the
program in reality is "little more than a key employee retention
plan" that Congress prohibited for senior executives.  The
objection by the Justice Department's bankruptcy watchdog points
out that the participants' job titles and responsibilities aren't
disclosed, leaving the court unable to determine whether any
potential bonus recipients are "insiders" for whom the program is
prohibited.

                          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.

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.

An official committee of unsecured creditors has been appointed in
the case.

The court has approved the sale of a non-operating plant in
Steubenville, Ohio, for $15 million.

The bids for assets including the three main plants in Sparrows
Point, Maryland; Warren, Ohio, and Wheeling, West Virginia, are
due July 25. Assuming a prospective buyer signs a contract to be a
so-called stalking-horse and submits the first bid at auction, the
auction will take place Aug. 21, with a hearing to approve the
sale on Aug. 23.  If no buyer signs a contract, the auction will
take place July 31, with a sale-approval hearing on Aug. 8.


RITZ CAMERA: To Liquidate Remaining 137 Locations
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ritz Camera & Image LLC has decided to liquidate its
remaining 137 camera stores.  The company had begun going-out-of-
business sales immediately before bankruptcy at the stores it
didn't intend to restructure and continue operating.

According to the Bloomberg report, Ritz, in papers filed at the
end of last week, said the decision was made to sell the remaining
stores either as a going concern or through sales run by
liquidators.  There will be a hearing on July 30 in bankruptcy
court for approval of auction and sale procedures. If the judge
goes along, bids will be due Aug. 28, in advance of an auction on
Sept. 4.  Offers will be accepted from liquidators and operators.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.


RIVER CANYON: Can Hire Sender Wasserman as Bankruptcy Counsel
-------------------------------------------------------------
The Bankruptcy Court for the District of Colorado has authorized
River Canyon Real Estate Investments, LLC, to employ Sender &
Wasserman, P.C., as its Chapter 11 counsel.

David V. Wadsworth, Esq., at Sender & Wasserman, P.C., attests the
firm does not hold or represent any interest adverse to the Debtor
and the bankruptcy estate, and is a "disinterested person" as that
term is defined in 11 U.S.C. Sec. 101(14) of the Bankruptcy Code.

From February 2008 through the Petition Date, Sender & Wasserman
billed the Debtor $47,309 in attorneys' fees and $1,046 in costs.
The firm was paid in full for such fees and costs from the pre-
petition retainer provided the firm.  As of the Petition Date,
Sender & Wasserman was holding $116,519 as balance of the
retainer.

Sender & Wasserman asserts a security interest in the retainer
from the Debtor.  In the event the case is converted to a chapter
7 proceeding, the security interest in the retainer may enable
Sender & Wasserman to receive payment of its fees and expenses to
the extent of the retainer while other administrative expenses
remain unpaid.  Any sums remaining at the close of the
representation will be refunded to the Debtor.  There are no liens
or interests in the retained funds other than the security
interest claimed by Sender & Wasserman.

The professionals' hourly rates for the services are:

          Harvey Sender               $450 per hour
          John B. Wasserman           $450 per hour
          David V. Wadsworth          $325 per hour
          David J. Warner             $240 per hour
          Katherine Swan              $240 per hour
          Gina Ries                   $210 per hour
          Aaron Conrardy              $210 per hour
          Paralegals                  $115 per hour

            About River Canyon Real Estate Investments

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At the behest of Beal Bank, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by David Wadsworth, Esq., at Harvey Sender, Esq., in
Sender Wasserman, in Denver.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.


RT MIDWEST: Ruby Tuesday Restaurants Allowed to Use Cash
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RT Midwest Holdings LLC was given interim authority
to use cash until a final hearing on July 25.

                         About RT Midwest

RT Midwest Holdings, LLC and three affiliates sought Chapter 11
protection (Bankr. D. Minn. Case No. 12-43626 to 12-43629) in
Minneapolis on June 20, 2012.

RT Midwest disclosed in its schedules $835,600 in assets and
$28.8 million in liabilities, of which $2.434 million is secured.
Affiliate RT Chicago Franchise, LLC, disclosed $3.936 million in
assets and $23.72 million in liabilities, including $23.54 million
of secured debt to General Electric Capital Corp. and related
entities.  RT Midwest Real Estate LLC reported that it has debt in
excess of $60 million.  RT Northern Illinois Franchise LLC
disclosed less than $30 million in debt.

The Debtors own or lease 13 properties from which they operate
Ruby Tuesday's franchise restaurants.


SAN BERNARDINO, CA: To Seek Creditor Protection Under Chapter 9
---------------------------------------------------------------
Reuters reports the city council of San Bernardino, California,
voted on July 10, 2012, to file for bankruptcy, marking the third
time in recent weeks a city in the most populous U.S. state has
opted to seek protection from its creditors.

According to the report, the decision by the leaders of San
Bernardino, a city of about 210,000 residents approximately 65
miles (104 km) east of Los Angeles, followed a report by city
staff that projected city spending would exceed revenue by $45
million in the current fiscal year.

The Troubled Company Reporter previously reported the Chapter 9
bankruptcy filings of the city of Stockton and the town of Mammoth
Lakes.

The Wall Street Journal's Tamara Audi and Erica E. Phillips report
that unlike Stockton and Mammoth Lakes, San Bernardino's
bankruptcy vote came as a surprise, setting off alarm bells
throughout the state.  Economists and elected officials say other
California cities with similar dynamics -- falling revenue and
pricey police and fire departments -- could seek bankruptcy
protection.

WSJ reports that Jim Morris, chief of staff at the Office of the
Mayor, said San Bernardino will run out of cash to pay its 800
employees within 90 days.  He said San Bernardino expects its
deficit to rise to $45 million in this fiscal year.

WSJ notes San Bernardino is among the hardest hit cities in a
region that is still making a slow and uneven comeback from the
recession.  The city is part of the Inland Empire, a collection of
communities that stretches from the edge of Los Angeles County to
the Arizona border. The unemployment rate in the region is 11.8%,
compared with 8.2% nationwide.

According to the report, Gwendolyn Waters, a police captain who
was assigned to speak for the city manager's office, said San
Bernardino is considering bypassing a new state mediation process
under which a distressed city negotiates with creditors for up to
90 days before filing for bankruptcy.

According to WSJ, San Bernardino is hamstrung by a decades-old,
voter-approved amendment to its charter that disallows the mayor
or City Council from negotiating salaries with its police and fire
unions.  Those salaries instead are based on salaries of police
and firefighters in cities of similar size -- except the cities
used for comparison are much more affluent.

WSJ relates city and union officials said city unions have agreed
to concessions and salary cuts over the past two years.

WSJ also says another blow to the city was a state decision to
abolish California's redevelopment agencies. San Bernardino
obtained about $6 million a year in such funds, which it used to
repair roads, trim trees and "back fill" its general fund, city
officials said.

Michael B. Marois and Alison Vekshin, writing for Bloomberg's
BusinessWeek, report the City Council voted 4 to 2 to place the
city in bankruptcy protection.  The city of 209,000, about 65
miles (105 kilometers) east of Los Angeles, is so broke it can't
cover its payroll, interim City Manager Andrea Travis-Miller said,
according to BusinessWeek.  Ms. Travis-Miller said a filing could
take a month to prepare.

"If the employees are not paid on Aug. 15, on Aug. 16 there will
be a mass exodus of city employees," City Attorney James Penman
told the council before the vote, according to BusinessWeek.

BusinessWeek, citing data compiled by Bloomberg, reports Taxable
Build America Bonds sold by the San Bernardino Joint Powers
Financing Authority in December 2010 and maturing in 2030 traded
on July 11 at a record average yield of almost 11%, up from 7% the
previous day, before falling back to average about 9.5%.

According to Bloomberg Fair Value indexes, general-obligation debt
from state and local California issuers yielded 1.02 percentage
points more than top-grade securities on average on July 11, after
reaching 1.04 percentage points on July 10, matching the most
since Jan. 12.

Late Wednesday, Standard & Poor's lowered its credit rating on the
city's lease revenue bonds 12 steps to CC, or "junk" status, from
BBB+, third-lowest investment grade, saying San Bernardino has
depleted its cash, which could impair its ability pay its bills.
It put the credit on watch for future cuts.


SBA TELECOMS: Moody's Rates New $650MM Sr. Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD5-81%) rating to
the proposed $650 million senior unsecured notes due 2020 to be
issued by SBA Telecommunications, Inc. (SBAT), an indirect wholly-
owned subsidiary of SBA Communications Corporation. The note
proceeds are expected to be utilized for repaying existing debt,
including repaying the Mobilitie bridge loan and the outstandings
under its revolver and for general corporate purposes. Moody's
notes that the LGD assessments and point estimates for the
individual debt instruments will be subject to further volatility
depending on how the company finances the maturing convertible
notes due in May 2013 and the bridge loan it will take on in
connection with the TowerCo acquisition, expected to close later
in 2012.

As such, Moody's is concerned that the company may be exposed to
financing and market risks given the company's significant near-
to intermediate-term debt maturities, which total approximately
$1.6 billion over the next two years. The company's upcoming
maturities include $535 million of the 1.875% convertible notes
due May 2013, $500 million 4% Convertible Notes due October 2014
and the proposed TowerCo 24-Month bridge loan due at end of in
2014.

Downgrades:

  Issuer: SBA Communications Corporation

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

  Issuer: SBA Senior Finance II, LLC

     Senior Secured Bank Credit Facility, Downgraded to 41 -
     LGD3, from 40 - LGD3

  Issuer: SBA Telecommunications, Inc.

     Senior Unsecured Regular Bond/Debenture, Downgraded to 81 -
     LGD5, from 75 - LGD5

Assignments:

  Issuer: SBA Telecommunications, Inc.

     Senior Unsecured Regular Bond/Debenture, Assigned a range of
     81 - LGD5 to B1

Ratings Rationale

SBAC's Ba3 CFR reflects the company's high adjusted Debt/EBITDA
leverage relative to peers, which is due in large part to debt-
financed acquisitions, capital expenditures and increasing stock
buy-backs. The rating does consider the company's scale as well as
the stability of much of its revenues and cash flow generation,
which are predominantly derived from contractual relationships
with the largest wireless operators in the U.S. Moody's believes
that the fundamentals of the wireless tower sector will remain
favorable through the next several years. Finally, the rating
reflects Moody's view that SBAC will likely temper its acquisition
activity for the near term, as it takes time to integrate the two
large acquisitions of Mobilitie and TowerCo. Moody's expects
SBAC's adjusted Debt/EBITDA leverage to remain above 9.0x (Moody's
adjusted) levels at the end of 2012 due to the additional debt
taken on as part of the TowerCo acquisition, before reducing to
the low 8x range by 2014 through a combination of EBITDA growth
and debt repayment. In addition, TowerCo has high exposure to the
Sprint iDen towers which are scheduled to be decommissioned in
2015 and 2018. As a result, future revenue growth could be
hampered if the company cannot offset the iDen revenue losses with
revenues from new tenants or carriers augmenting their cell site
equipment as they upgrade to fourth generation (4G) wireless
networks.

Moody's also notes that the individual debt instruments are
subject to potential near-term variability especially if they are
in close proximity to the expected loss assumptions underlying the
rating breakpoints in Moody's Loss Given Default ("LGD") rating
framework for high-yield corporates, as well as dependent on the
specific levels of debt at various legal entities. In rating
SBAC's debt instruments, Moody's has taken a forward look with
respect to the composition of the company's debt obligations. As
the TowerCo bridge loan is not permanent financing, it is probable
that traditional debt financing may be used to refinance this
debt, which may cause further changes in the capital structure and
lead to near-term ratings volatility among the individual
instruments. The senior secured debt of SBA Senior Finance II
("SBAF") are rated Ba2 (LGD3-41%) and the senior unsecured notes
at SBA Telecommunications, Inc ("SBAT") are rated B1 (LGD5-81%)
reflecting the perceived collateral coverage of these debt
obligations relative to the overall waterfall of debts, including
the securitizations.

The SGL-3 liquidity rating reflects Moody's view that SBAC will
have adequate liquidity over the next 12-18 months. The company
will have significant cash needs over the next year, as it needs
to fund the pending TowerCo acquisition and the $535 million
1.875% convertible notes maturing in May 2013, which will
necessitate further capital raising activity over the next twelve
months. On the other hand, if the convertible notes are converted
into equity, SBAC should have ample liquidity over the next 12
months. Moody's notes that if SBAC addresses the refinancing
issues over the next twelve months, its liquidity rating could be
upgraded. Moody's also expects the company to have ample head room
in its maintenance covenants.

Rating Outlook

The negative outlook reflects the additional risk that SBAC will
face in restoring its financial profile that supports its Ba3
corporate family rating. Coming on the heels of the acquisition of
Mobilitie in April, the purchase of TowerCo will raise SBAC's
adjusted Debt/EBITDA leverage above 9.0x. In addition, as the
recently acquired properties have a lower tenancy ratio, the
company's cash generation relative to debt will remain near the
downgrade triggers until SBAC is able to add more wireless
carriers on the newly acquired towers.

What Could Change the Rating - Up

While unlikely in the near-term, ratings may be considered for an
upgrade if SBAC delivers the following adjusted key credit metrics
on a sustained basis: Debt/EBITDA of 7x, (EBITDA-Capex)/Interest
approaching 2x, Free Cash Flow/Debt greater than 5%.

What Could Change the Rating - Down

The ratings may face downward ratings pressure if weakening
industry fundamentals or the Company's aggressive expansion plans
result in the following adjusted key credit metrics on a sustained
basis: Debt/ EBITDA over 8.5x, (EBITDA-Capex)/ Interest coverage
remaining in the 1.0x range and Free Cash Flow/ Debt in the low
single digits on a sustained basis.

The principal methodology used in rating SBA Telecommunications,
Inc was the Global Communications Infrastructure 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.


SBA TELECOM: S&P Rates New $650MM Senior Unsecured Notes 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue level
rating and '4' recovery  rating to SBA Telecommunications Inc.'s
proposed $650 million of senior unsecured notes.

The '4' recovery rating indicates Standard & Poor's expectation of
average (30% to 50%) recovery in the event of a default.

Proceeds will be used to repay the $400 million bridge loan which
funded the Mobilitie acquisition, and partly repay revolving
credit drawdowns. Parent SBA Communications Corp.'s 'B+' corporate
credit rating and stable outlook are not affected by this
issuance, which does not change the company's financial profile.

"We still expect leverage, including our adjustments for operating
leases to be around 8.5x at the end of 2013 under our base case
scenario. Given the magnitude of SBA's other cash requirements
over the next 12 months, including, most notably, the cash
requirements for the TowerCo acquisition, our assessment of the
company's liquidity remains "less than adequate," because sources
of liquidity remain below 1.2x. For the company's liquidity to be
reassessed as "adequate," SBA would have to access the capital
markets to complete its funding needs for the TowerCo transaction,
as well as the $535  million of convertible debt maturing in May
2013," S&P said.

Ratings List
SBA Communications Corp.
  Corporate credit rating            B+/Stable/--

Rating Assigned
SBA Telecommunications Inc.
  $650 mil. senior unsecured notes   B+
Recovery rating                     4


SCI REAL ESTATE: First Amended Joint Plan of Liquidation Confirmed
------------------------------------------------------------------
The Bankruptcy Court for the Central District of California has
confirmed the first amended joint plan of liquidation filed by SCI
Real Estate Investments LLC dated April 19, 2012.

The Court also approved an exit financing, and the exit lender is
granted first priority security interests and liens in and to all
of the Liquidating Trust Assets to secure the $3,000,000 revolving
credit facility.  The security interests and/or liens in favor of
the Exit Lender will be first, prior and senior to the holders of
all Allowed Claims and Interests, including, without limitation,
Allowed Administrative Claims, Allowed Priority Tax Claims,
Allowed Class 1-4 Claims and Allowed Class 5 Interests.  The Exit
Lender is granted an Allowed Super-Priority Administrative Claim
with priority over any and all Allowed Administrative Claims to
further secure repayment of the Facility.  Notwithstanding any
other provision of the Plan or the Court's Order, the Exit Lender
is authorized to take any and all actions to perfect its liens
that will be granted to secure the Debtors' obligations under the
Exit Financing pursuant to the terms as set forth in the
Indicative Term Sheet.

William Hoffman is appointed as the Liquidating Trustee for the
Liquidating Trust.  He will serve subject to the terms and
condition of the Liquidating Trust Agreement and the Plan until
removed or he resigns.

Under the liquidating plan filed by the Debtors, all of the
Debtors' assets will be transferred to a Liquidating Trust on the
Effective Date.  The Plan's objective is for the Liquidating
Trustee to liquidate the Liquidating Trust Assets and distribute
the proceeds of the liquidation to the Holders of Allowed Claims
in satisfaction of the Debtors' obligations.

The Plan provides for the substantive consolidation of the two
Debtors into a single entity, divides Holders of Claims and
Interests into Classes based on their legal rights and interests,
and provides for the treatment of each of those Classes.  The Plan
provides that the Liquidating Trust will be administered by the
Liquidating Trustee under the supervision of the Post-Confirmation
Oversight Committee that will be comprised of the members of the
Committee who choose to serve.

The Holders of Interests will not receive or retain anything on
account of their Interests.  Only Classes 1, 2 and 4 are impaired
and deemed eligible to vote under the plan.

The Plan designates four Classes of Claims and one Class of
Interests.  The classification and treatment of claims under the
Plan are:

     A. Class 1 (2009 Pledge and Security Agreements) will be
        paid at such time and from the Net Proceeds generated from
        the disposition of the Collateral securing the Claims.
        These claims are estimated to be $7.44 million and
        recovery is estimated to be 100%.

     B. Class 2 (SCICG Mezzanine Fund I, LLC) will be paid from
        the Net Proceeds generated from the disposition of the
        Collateral securing the Claims.  These claims are
        scheduled for $10.8 million and recovery is estimated to
        be 100%.

     C. Class 3 (Claims for Wages) will be paid in full on the
        later of (1) the Effective Date or as soon as practicable
        thereafter and (2) if the Priority Unsecured Claim is a
        Disputed Claim, after the dispute is resolved by agreement
        of the parties or a Final Order.  These claims are
        scheduled for $23,500 and recovery is estimated to be
        100%.

     D. Class 4 (All Allowed General Unsecured Claims) will be
        made by the Liquidating Trustee as follows:

        (1) On the Effective Date, or as soon as practicable
            thereafter, the Liquidating Trustee will distribute
            the sums then available to the Holders of Allowed
            Class 4 General Unsecured Claims on a pro rata basis.

        (2) If at any time after the Effective Date the
            Liquidating Trustee is holding more than $1,000,000 in
            Available Cash or at such times as instructed by the
            Post-Confirmation Oversight Committee, the Liquidating
            Trustee will distribute the Available Cash to the
            Holders of Allowed Class 4 General Unsecured Claims on
            a pro rata basis; and

        (3) Upon the resolution of all Claims and litigation, and
            the liquidation of all Liquidating Trust Assets, the
            Liquidating Trustee will distribute all Cash remaining
            in the Liquidating Trust by making a final
            distribution to the Holders of Allowed Class 4 General
            Unsecured Claims.

        These claims are scheduled for $44.85 million and
        percentage recovery is unknown.

     E. Class 5 (Membership Interests) will receive no value under
        the plan.

A full-text copy of the disclosure statement is available for
free at http://bankrupt.com/misc/SCI_ds_2nd.pdf

                About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments.  Levene, Neale,
Bender, Yoo & Brill L.L.P., represents the Committee as its
general bankruptcy counsel.


SEARS HOLDINGS: 2013 Pension Contribution of Up to $430-Mil.
------------------------------------------------------------
In its annual report on Form 10-K for the fiscal year ended
Jan. 28, 2012, Sears Holdings Corporation disclosed that its
estimated minimum contribution to its domestic pension plan for
fiscal 2013 was approximately $740 million.

As a result of federal legislation signed into law on July 6,
2012, which allows pension plan sponsors to use higher interest
rate assumptions in valuing plan liabilities and determining
funding obligations, the Company now estimate that the fiscal 2013
minimum required domestic pension contribution will be between
$380 million and $430 million.  This estimate and the actual
timing and amount of required plan contributions are dependent
upon many factors, including returns on invested assets, the level
of certain market interest rates, the discount rate used to
determine pension obligations, the regulations to be adopted that
implement the legislation, and other regulatory actions.  In
addition, the Company may elect, in its discretion, to contribute
more to the Company's pension plan than the minimum amounts
required under applicable law.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at April 28, 2012, showed $21.60
billion in total assets, $17.02 billion in total liabilities and
$4.57 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SEDONA DEVELOPMENT: Taps Stinson Morrison as Bankruptcy Counsel
---------------------------------------------------------------
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, ask the U.S. Bankruptcy Court for the District of Arizona for
permission to employ Stinson Morrison Hecker LLP to represent the
Debtors effective June 26, 2012.

On June 7, Polsinelli Shughart, PC, notified the Court that it has
withdrawn as counsel of record for the Debtors in all further
proceedings.  The firm explained that the Debtor had not paid the
approved fees.

Alan A. Meda, a partner at SMH, tells the Court that the hourly
rates for attorneys range from $190 to $650 and for paralegals and
other legal assistants from $95 to $225.

On June 26, the Debtors provided SMH with a $100,000 retainer.
SMH will retain all funds received from the Debtors in its trust
account pending this Court's approval of SMH's interim
applications for compensation.

Mr. Meda discloses that SMH represents Granite Dells Ranch
Holdings, LLC as bankruptcy counsel in a pending Chapter 11
bankruptcy case.  The Debtors and Granite Dells are related
through common management and may be considered affiliates.  SMH
has also previously represented and may represent GECC and
Colonial Leasing on matters unrelated to the representation of the
Debtors in their bankruptcy cases.  SMH has requested a waiver of
any potential conflicts and special conflicts counsel will be
retained to represent the Debtors relative to any matter
arising adverse to GECC and/or Colonial Leasing.

To the best of the Debtors' knowledge, SMH is a "disinterested
person" as that term is defined in Section 101 (14) of the
Bankruptcy Code.

The firm can be reached at:

           C. Taylor Ashworth, Esq.
           Alan A. Meda, Esq.
           Christopher C. Simpson, Esq.
           STINSON MORRISON HECKER LLP
           1850 N. Central Avenue, Suite 2100
           Phoenix, AZ 85004-4584
           Tel: (602) 279-1600
           Fax: (602) 240-6925
           E-mail: ameda@stinson.com
                   csimpson@stinson.com

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.


SEMCRUDE LP: Creditors' Trust Sues Barclays Over $143MM Fee
-----------------------------------------------------------
Howard Goodman at Bankruptcy Law360 reports that a litigation
trustee representing creditors of SemGroup LP sued Barclays Bank
PLC on Monday, seeking to get back a $143 million fee the bank
collected when it took over the troubled energy company's
commodities trading positions during its 2008 slide into
bankruptcy.

Bankruptcy Law360 relates that the lawsuit, filed in New York
federal court, says Barclays knew that SemGroup was in desperate
straits and took the opportunity to grab inordinate profits.

                       About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SKINNY NUTRITIONAL: Trim Capital Reports 11.3% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Trim Capital LLC; Dachshund, LLC, the managing member
of Trim; and Marc Cummins, the managing member of Dachshund
disclosed that, as of June 28, 2012, they beneficially own
100,000,000 shares of common stock of Skinny Nutritional Corp.
which represents 11.3% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/mTmK5B

On June 28, 2012, the Company and Trim entered into a Securities
Purchase Agreement relating to a financing transaction for a
maximum of $15,000,000 in total proceeds to the Company.  The Unit
Financing is structured to occur in three separate closings, with
each of the second and third closings subject to certain
conditions.  At the first closing, which was completed on June 28,
2012, the Company sold a $1,000,000 senior secured bridge note to
Trim.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.15 million in total assets, $4.62 million in total liabilities,
all current, and a $2.47 million stockholders' deficit.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.


STUDIO ONE: Posts $1.45-Mil. Net Loss in March 31 Quarter
---------------------------------------------------------
Studio One Media, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.45 million on $88,400 of revenues for
the three months ended March 31, 2012, compared with a net loss of
$1.99 million on $135,130 of revenues for the three months ended
March 31, 2011.

For the nine months ended March 31, 2012, the Company reported a
net loss of $4.72 million on $199,277 of revenues, compared with a
net loss of $5.53 million on $369,440 of revenues for the nine
months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$2.35 million in total assets, $3.58 million in total liabilities,
and a stockholders' deficit of $1.23 million.

As reported in the TCR on Nov. 17, 2011, SingerLewak LLP, in Los
Angeles, expressed substantial doubt about Studio One Media's
ability to continue as a going concern, following the Company's
results for the fiscal year ended June 30, 2011.  The independent
auditors noted that the Company has historically suffered
recurring losses from operations, has a substantial accumulated
deficit and has limited revenues.

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

                       http://is.gd/VbOk7V

Scottsdale, Ariz.-based Studio One Media, Inc., is a diversified
media and technology company.  The Company's wholly-owned
subsidiaries include MyStudio, Inc., and AfterMaster HD Audio
Labs, Inc.  The Company and its subsidiaries are engaged in the
development and commercialization of proprietary, leading-edge
audio and video technologies for professional and consumer use,
including MyStudio(R) HD Recording Studios and AfterMaster(TM) HD
Audio.


TURBOSONIC TECHNOLOGIES: Had $326,700 Loss in March 31 Quarter
--------------------------------------------------------------
TurboSonic Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of US$326,702 on US$3.13 million of
contract revenue and sales for the three months ended March 31,
2012, compared with a net loss of US$35,099 on US$4.03 million of
contract revenue and sales for the three months ended March 31,
2011.

For the nine months ended March 31, 2012, the Company reported a
net loss of US$2.21 million on US$11.38 million of contract
revenue and sales, compared with a net loss of US$1.41 million on
US$8.30 million of contract revenue and sales for the nine months
ended March 31, 2011.

The Company has incurred significant losses during the current
fiscal period and previous two fiscal years, which have reduced
the Company's cash and stockholders' equity.  "These conditions
raise substantial doubt about our ability to continue as a going
concern."

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

                       http://is.gd/Jh7Y46

Based in Waterloo, Ontario, Canada, TurboSonic Technologies, Inc.,
designs and supplies air pollution control technologies to
industrial customers worldwide.


SUGARMADE INC: Incurred $625,400 Net Loss in Fiscal Q3
------------------------------------------------------
Sugarmade, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $625,418 on $84,498 of sales revenues for
the three months ended March 31, 2012, compared with a net loss of
$278,609 on $1,538 of sales revenues for the three months ended
March 31, 2011.

For the nine months ended March 31, 2012, the Company reported a
net loss of $3.22 million on $123,996 of sales revenues, compared
with a net loss of $546,220 on $26,531 of sales revenues for the
nine months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$1.26 million in total assets, $331,925 in total current
liabilities, and stockholders' equity of $933,179.

As reported in the TCR on Oct. 19, 2011, Anton & Chia, LLP, in
Newport Beach, California, expressed substantial doubt about
Sugarmade's ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2011.  The
independent auditors noted that the Company has incurred net
losses since inception and has an accumulated deficit
at June 30, 2011.

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

                       http://is.gd/6Nu8oE

San Jose, Calif.-based Sugarmade, Inc., is a publicly traded
company incorporated in the state of Delaware.  The Company's
previous legal name was Diversified Opportunities, Inc.  The
Company is principally engaged in the business of selling and
distributing environmentally friendly non-tree-based paper
products.


VYCOR MEDICAL: Richard Denness Succeeds Kenneth Coviello as CEO
---------------------------------------------------------------
Vycor Medical, Inc., announced that Richard P. Denness will be
joining Vycor as its new Chief Executive Officer, replacing
Kenneth Coviello on his departure following a transition period;
Ken will retain a role with the company on a consultancy basis.
Since the acquisitions of NovaVision, Inc., and Sight Science
Limited, Vycor has become an international group of greater
complexity with several businesses.  Mr.Denness is a healthcare
executive with global experience who has held senior management
positions at UCB, Inc., Schwarz Pharma US, Schering-Plough and
IVAX Corporation.

On July 2, 2012, Mr. Coviello notified the Company that he was
resigning his position as CEO of the Company effective Aug. 3,
2012.  Mr. Coviello's decision to resign was for personal reasons
and did not arise or result of any disagreement with the Company
on any matters relating to the Company's operations, policies or
practices.  At the same time, Mr. Coviello advised the Company
that he will also resign from his position on the Company's board
of directors.

Mr. Coviello has played a crucial role in the development of Vycor
and its VBAS product line, which has been achieving excellent
growth and progress in US and international markets.  Ken had
indicated to the Board a desire to pursue personal interests and
pass the role onto a new executive to take Vycor forward to the
next level, once an appropriate successor could be found.

Adrian Liddell, Chairman of Vycor stated: "We are delighted to
welcome Richard as the new CEO of Vycor; Richard has the
operations, strategic, and management leadership experience
required to run a fast moving healthcare company such as Vycor.
We believe he is ideally equipped to take Vycor forward into the
next exciting phase of its development.  At the same time, Vycor
owes a huge debt of gratitude to Ken, who has led the company from
inception and we wish him all the best with his future plans."

The Company's board of directors has approved Mr. Denness'
Employment Agreement and the compensation for his services set
forth therein.  Until the Company completes a planned funding and
contemporaneous listing on NASDAQ Global Capital Markets, Mr.
Denness will receive a salary $10,000 per month and reimbursement
of certain travel and business-related expenses.  Following the
Funding Completion Mr. Denness will receive a salary of $250,000
per year and will be granted certain stock options.  In connection
with the appointment, the Company has entered into an
indemnification agreement with Mr. Denness.

A copy of the Company's Employment Agreement with Mr. Denness is
available for free at http://is.gd/Ja9zuh

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

The Company reported a net loss of $4.77 millionin 2011, compared
with a net loss of $1.98 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$3.41 million in total assets, $3.03 million in total liabilities,
all current, and $383,410 in stockholders' equity.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the 2011 annual results.  The independent
auditors noted that the Company has incurred a loss since
inception, has a net accumulated deficit and may be unable to
raise further equity.


WIDEOPENWEST FINANCE: S&P Rates $32MM Sr. Subordinated Notes CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '6' recovery rating to the $320 million of senior
subordinated notes due 2019 to be co-issued by WideOpenWest
Finance LLC (WOW) and WideOpenWest Capital Corp. WOW is a cable
service provider based in Englewood, Colo.

"The '6' recovery rating indicates our expectation for negligible
(0%-10%) recovery in the event of payment default," S&P said.

"At the same time, we affirmed our 'CCC+' issue-level rating on
the existing senior unsecured notes due 2019, which are being
reduced in size to $700 million from $1.02 billion. The '6'
recovery rating on this debt is unchanged," S&P said.

"The 'B' corporate credit rating and stable outlook on WOW remain
unchanged and reflect a "highly leveraged" financial risk profile,
including what we consider an aggressive shareholder-oriented
financial policy. Pro forma debt to EBITDA is elevated, at around
6.8x, and our rating assumes that leverage will remain at 7.0x or
lower over the next two years," S&P said.

The ratings also reflect a "fair" business risk profile
characterized by the company's demonstrated ability to increase
revenue and EBITDA through effective bundling of its products and
its reputation for good customer service.

Moreover, its profitability measures are comparable with larger
incumbent cable operators. These factors somewhat overshadow
significant competitive pressures from financially stronger
incumbent cable operators and telephone companies, including AT&T
Inc. and Verizon Communications Inc., as well direct-to-home
satellite providers in the video market.

"Our business risk profile assessment is also based on WOW's cost
disadvantages compared with larger cable operators, particularly
in negotiating programming contracts," S&P said.

Ratings List

WideOpenWest Finance LLC
Corporate Credit Rating              B/Stable/--

New Ratings

WideOpenWest Finance LLC
WideOpenWest Capital Corp.
Subordinated
  $320 mil notes due 2019             CCC+
   Recovery Rating                    6

Ratings Affirmed

WideOpenWest Finance LLC
WideOpenWest Capital Corp.
Senior Unsecured                     CCC+
   Recovery Rating                    6


YOU ON DEMAND: Incurred $4.8 Million Net Loss in First Quarter
--------------------------------------------------------------
YOU On Demand Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $4.78 million on $2.04 million of
revenue for the three months ended March 31, 2012, compared with a
net loss of $2.65 million on $1.70 million of revenue for the same
period last year.

The Company's balance sheet at March 31, 2012, showed
$27.98 million in total assets, $12.41 million in total
liabilities, $5.21 million of convertible redeemable preferred
stock, and stockholders' equity of $10.36 million.

UHY LLP, in Albany, New York, expressed substantial doubt about
YOU On Demand's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has incurred
significant losses during 2011 and 2010 and has relied on debt and
equity financings to fund their operations.

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

                       http://is.gd/g4vKBA

New York, N.Y.-based YOU On Demand Holdings, Inc., operates in the
Chinese media segment, through its Chinese subsidiaries and VIEs,
(1) a business which provides integrated value-added service
solutions for the delivery of PPV, VOD, and enhanced premium
content for cable providers, (2) a cable broadband business based
in the Jinan region of China and (3) a television program guide,
newspaper and magazine publishing business based in the Shandong
region of China.


Z TRIM HOLDINGS: Revenue Grows 56% in Second Quarter
----------------------------------------------------
Z Trim Holdings, Inc., recorded, in the second quarter of 2012,
its highest second quarter revenues in Company history -- growth
of 56% over second quarter 2011, and growth of 41% over the first
two quarters of 2011.

"We plan on continuing to increase our sales volume, quarter over
quarter," said Steve Cohen, Z Trim CEO.  "With our outside
manufacturer, Aveka Nutra Processing, set to come on line in the
next quarter, we anticipate being able to service an even greater
number of customers in the coming months."

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

M&K CPAs,PLLC, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern
following the 2011 financial results.  The independent auditors
noted that the Company had a working capital deficit and
reoccurring losses as of Dec. 31, 2011.

The Company reported a net loss of $6.94 million in 2011, compared
with a net loss of $10.91 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$4.54 million in total assets, $15.28 million in total
liabilities, $5.05 million in total commitment and contingencies
and a $15.79 million total stockholders' equity.


* Moody's Says Global Spec-Grade Corp. Default Rate Ends at 2.7%
----------------------------------------------------------------
Moody's Investors Service trailing 12 month global speculative-
grade default rate ended the second quarter of 2012 at 2.7%, up
from its 2.5% level at the end of the first quarter, says Moody's
Investors Service in its monthly default report. A total of 33
Moody's rated corporate debt issuers have defaulted so far this
year, two of which defaulted in June.

Moody's "June Default Report" is now available, as are Moody's
other default research reports, in the Ratings Analytics section
of Moodys.com.

"Despite weak economic fundamentals, corporate default rates have
held steady at historically low levels for quite some time," notes
Albert Metz, Managing Director of Moody's Credit Policy Research.
"Adequate funding and liquidity remain available to low-rated
issuers who are able to avoid payment defaults on their debt
obligations."

In the US, the speculative-grade default rate ended June at 3.1%,
up from the previous quarter's level of 2.9%, while in Europe the
rate eased to 2.6% from 3.0% in the previous quarter. The drop in
the European default rate mainly stemmed from a larger denominator
as some European investment-grade issuers were downgraded into
speculative-grade about a year ago. The default count itself did
not fall. At this time last year, the US rate was 2.6% and the
European default rate was 2.1%.

Based on its forecasting model, Moody's expects the global
speculative-grade default rate will end the year at 3.0%. This is
relatively low compared to the historical average of 4.8% since
1983. Across industries, Moody's expects default rates to be
highest in the Consumer Services sector in the US and the Hotel
Gaming & Leisure sector in Europe.

By dollar volume the global speculative-grade bond default rate
closed at 1.7% in the second quarter, unchanged from the level
from the previous quarter. Last year, the global dollar-weighted
default rate stood at 1.6%.

In the US, the dollar-weighted speculative-grade bond default
ended the second quarter at 1.6%. The comparable rate was 1.5% in
the prior quarter as well as a year ago.

In Europe, the dollar-weighted speculative-grade bond default rate
fell from 2.4% in the first quarter of 2012 to 2.3% in the second
quarter. Last year, the European speculative-grade bond default
rate was at 2.1%.

Moody's distressed index arrived at 19.5% at the end of the second
quarter, up from 17.2% in the previous quarter. A year ago, the
index was lower at 9.5%.

The trailing 12 month U.S. leveraged loan default rate ended the
second quarter at 2.0%, down from 2.1% from the prior quarter. A
year ago, the loan default rate was 1.7%.


* Moody's Says N.A. Pipelines Face Increased Business Risk
----------------------------------------------------------
The shale gas phenomenon and the resulting expansion of the North
American pipeline network of the last three years also raises
business risk for the sector over the next several years, says
Moody's Investors Service in a new report.

"Natural gas is currently a fuel of choice, which is good for the
pipeline industry in the long term," said Moody's VP-Senior Credit
Officer Mihoko Manabe, author of the report, "Gas Pipelines
Navigate Shifts in Supply and Demand."

She said North American gas resources "have proven to be robust,
but the fast pace of development in many areas is causing natural
gas to be transported in new directions, providing expansion
opportunities for some, but upending the reason why some other
pipelines were built."

Still, credit metrics are solid, stable, and generally sufficient
to offset these uncertainties, thanks to diversification, long-
term contracts, and rate cases, according to Moody's.

"The risk of a pipeline asset becoming stranded is low," said
Mr. Manabe. "However, pipelines with higher-than-average risk,
such as those facing a wall of contract renewals, need more-than-
average financial flexibility to absorb a potential reduction in
revenue."

She added that the trend toward more aggressive financial
strategies -- as seen from the trend of using more leverage and
putting pipelines into master limited partnerships -- is
inconsistent with the current, less-stable business conditions.

Shale is now established as the principal source of new gas and
oil supply in North America as hydraulic fracturing or "fracking,"
and horizontal drilling techniques have been perfected and
successfully applied, resulting in rising throughput and revenues
as connections are made with new shale plays.

"We recently undertook a study to assess the changes that have
taken place since 2009," said Mr. Manabe. "Our study focused on
the four factors that comprise our pipeline rating methodology
grid: quality of supply sources, market position, contract
quality, and financial strength."

She said the study will be the basis for an update of Moody's gas
pipeline rating methodology this fall. The current report analyzes
the potential credit implications of how the gas pipelines will
contend with shifting flow patterns and adapt to new supply and
demand locations.

Other observations in the Moody's report include:

-- Pipelines will see new demand from power generation, but it
will take several years to materialize. New power revenues will be
concentrated in regulated electric markets, like the Southeast,
where utilities are willing to enter into long-term contracts.
Merchant power generators in unregulated markets are less likely
to do so. Significant changes will need to be made between the gas
and electric industries for pipelines to realize the full
potential from gas-fired power generation.

-- Rate case activity will pick up as pipelines seek recovery of
rising costs and tariff design changes to account for shifts in
throughput. Moody's considers regulatory relations to be a core
competency of pipeline operators the rating agency rates.


* Moody's Revises Outlook for North American Railroads to Stable
----------------------------------------------------------------
The outlook for North American railroads is stable as slowing
freight volume and core pricing declines weigh on the sector, says
Moody's Investors Service in its latest industry outlook, "North
American Railroads Outlook Revised to Stable from Positive on
Slowing Growth." Moody's has held a positive outlook on the sector
since December 2009.

US railroads are still experiencing modest growth in overall
volume this year as pricing remains strong. But volume and pricing
growth are expected to slow to about 1%-2% and 2%-3%,
respectively, in 2013, says Moody's.

After a sharp rebound in the wake of the late-2000s recession,
freight volumes are reasonably strong but the sluggish economic
recovery and resultant cooling demand will eventually slow volumes
down, says Moody's.

"Still, while volume growth is flattening, pricing remains strong,
and should still outpace inflation," says David Berge, Senior
Credit Officer at Moody's. "However, if freight demand remains
soft going into 2013, slower pricing growth should follow."

The outlook update also notes that coal, the largest freight
category, will remain weak in 2012 as stockpiles remain high after
the mild winter and soft demand as a result of low natural gas
prices. Even coal exports, which had offset domestic decline in
coal volumes, appear poised to decline in the second half of 2012
as China's economy slows.

Grain exports, while off slightly from a record-high 2011, will
still be an important contribution to overall freight volume, says
Moody's, although the current drought in the Midwest and impact on
harvests could dampen freight demand.

Moody's industry outlooks reflect the rating agency's expectations
for fundamental business conditions in the industry over the next
12 to 18 months.


* Easterbrook Creates Circuit Conflict Over Lubrizol
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a long-criticized appeals court decision at the
intersection of trademark and bankruptcy law could be headed to
the U.S. Supreme Court next year.  The federal courts of appeals
are now in disagreement over the effect of rejection of a contract
granting a trademark license, as the result of an opinion July 9
from the U.S. Court of Appeals in Chicago.

Mr. Rochelle relates that the case involved a fan maker and a
contract made before bankruptcy allowing a manufacturer to produce
and sell fans using the soon to be bankrupt's patents and
trademarks.  After bankruptcy, the trustee rejected the contract
and sued to stop the manufacturer from using the trademarks.
The parties didn't disagree with the ruling of the bankruptcy
court that Section 365(n) of the U.S. Bankruptcy Code allowed the
manufacturer to continue using the patents.  The question before
the 7th Circuit in Chicago was whether the manufacturer could
continue using the bankrupt's trademarks.

The July 9 opinion enabled the 7th Circuit to decide whether it
agrees with a 1985 decision from the 4th U.S. Circuit Court of
Appeals in Richmond, Virginia, named Lubrizol Enterprises v.
Richmond Metal Finishers Inc.  In Lubrizol, the 4th Circuit ruled
that rejection of an executory contract licensing intellectual
property halted the non-bankrupt's right to use patents,
trademarks and copyrights.  Three years later, Congress changed
the law so rejection of a contract doesn't halt the right to use
patents and copyrights.  The new section, 365(n), was silent about
trademarks. Some courts since then interpreted the omission to
mean that rejecting a license for trademarks terminates the right
to use the marks.

According to Mr. Rochelle, Circuit Judge Frank Easterbrook looked
at Section 365, which governs rejection of contracts. Unlike
Lubrizol, he found nothing in the section that forces the non-
bankrupt party to stop using trademarks when the contract is
rejected.   Judge Easterbrook based his conclusion on the
proposition that a licensor's breach outside of bankruptcy does
not preclude the licensee from continuing to use a trademark
license.  He said that rejecting a contract converted unfulfilled
obligations to damages.  "But nothing about this process implies
than any other rights of the other contracting party have been
vaporized," Judge Easterbrook said.  Judge Easterbrook said that
Lubrizol has been "uniformly criticized" by scholars and
commentators.

The opinion ended by saying that it "creates a conflict of
circuits" and was circulated among all other active judges on the
7th Circuit.  "No judge favored a hearing en banc," the opinion
said.

The case is Sunbeam Products Inc. v. Chicago American
Manufacturing LLC, 11-3920, 7th U.S. Circuit Court of Appeals
(Chicago).


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Michael Cordovana
   Bankr. D. Ariz. Case No. 12-14860
      Chapter 11 Petition filed July 3, 2012

In re William Russell
   Bankr. D. Ariz. Case No. 12-14865
      Chapter 11 Petition filed July 3, 2012

In re Harry Derderian
   Bankr. C.D. Calif. Case No. 12-18172
      Chapter 11 Petition filed July 3, 2012

In re Leonardo Corona
   Bankr. C.D. Calif. Case No. 12-33121
      Chapter 11 Petition filed July 3, 2012

In re Michael Panesi
   Bankr. N.D. Calif. Case No. 12-31987
      Chapter 11 Petition filed July 3, 2012

In re H.O. Ferguson DVM, P.A.
        dba Ferguson & Associates Equine Hospital
   Bankr. M.D. Fla. Case No. 12-04428
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/flmb12-04428.pdf
         represented by: Lisa C. Cohen, Esq.
                         RUFF & COHEN, P.A.
                         E-mail: mcourtruff@bellsouth.net

In re Subhash C. Sethi
      Sushma K. Sethi
   Bankr. S.D. Ga. Case No. 12-11185
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/gasb12-11185.pdf
         represented by: James T. Wilson, Jr., Esq.
                         JAMES T. WILSON, JR. P.C.
                         E-mail: brooke@jtwilsonlaw.com

In re Francesco Fortunato
   Bankr. E.D.N.Y. Case No. 12-44893
      Chapter 11 Petition filed July 3, 2012

In re aitdigital, LLC
   Bankr. S.D.N.Y. Case No. 12-23246
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/nysb12-23246.pdf
         represented by: Rosemarie E. Matera, Esq.
                         KURTZMAN MATERA, PC
                         E-mail: law@kmpclaw.com

In re CS Auto Parts, Inc.
   Bankr. E.D. Pa. Case No. 12-16345
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/paeb12-16345.pdf
         represented by: John G. Takacs, Esq.
                         LAW OFFICE OF JOHN G. TAKACS
                         E-mail: jgtakacs@jgtesq.com

In re Clem Properties, Inc.
   Bankr. E.D. Pa. Case No. 12-16346
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/paeb12-16346.pdf
         represented by: John G. Takacs, Esq.
                         LAW OFFICE OF JOHN G. TAKACS
                         E-mail: jgtakacs@jgtesq.com

In re Empresas Vicmar Inc.
   Bankr. D.P.R. Case No. 12-05292
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/prb12-05292.pdf
         represented by: Juan Carlos Bigas Valedon, Esq.
                         JUAN C. BIGAS LAW OFFICE
                         E-mail: jcbigas@yahoo.com

In re Fowlers Furniture, Inc.
   Bankr. E.D. Tenn. Case No. 12-51232
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/tneb12-51232p.pdf
             http://bankrupt.com/misc/tneb12-51232c.pdf
         represented by: Dean B. Farmer, Esq.
                         HODGES, DOUGHTY & CARSON PLLC
                         E-mail: dfarmer@hdclaw.com


In re R.C. Hospitality, Inc.
   Bankr. E.D. Tex. Case No. 12-10421
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/txeb12-10421.pdf

In re Jonathan Newton
   Bankr. S.D. Tex. Case No. 12-35105
      Chapter 11 Petition filed July 3, 2012

In re IHS Hotels, Inc.
   Bankr. S.D. Tex. Case No. 12-35106
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/txsb12-35106.pdf
         Filed Pro Se

In re Magnolia Shell Truck Stop, Inc.
   Bankr. S.D. Tex. Case No. 12-35107
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/txsb12-35107.pdf
         Filed Pro Se

In re JSTB Property Management LLC
   Bankr. S.D. Tex. Case No. 12-35116
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/txsb12-35116.pdf
         represented by: James Patrick Brady, Esq.
                         E-mail: notices@bradylaw.comcastbiz.net

In re J & PK, Inc.
   Bankr. W.D. Tex. Case No. 12-60741
     Chapter 11 Petition filed July 3, 2012
         See http://bankrupt.com/misc/txwb12-60741.pdf
         Filed Pro Se

In re Judy Titus
   Bankr. D. Ariz. Case No. 12-44990
      Chapter 11 Petition filed July 4, 2012


In re Miguel Tapia
   Bankr. C.D. Calif. Case No. 12-33204
      Chapter 11 Petition filed July 5, 2012

In re Pedro Canales Guerrero
   Bankr. C.D. Calif. Case No. 12-33203
      Chapter 11 Petition filed July 5, 2012

In re Shinko International, Inc.
   Bankr. C.D. Calif. Case No. 12-33306
     Chapter 11 Petition filed July 5, 2012
         See http://bankrupt.com/misc/cacb12-33306.pdf
         represented by: Douglas A Crowder, Esq.
                         Crowder Law Center
                         E-mail: Notices@crowderlaw.com

In re Zakia Shehadeh
   Bankr. E.D. Calif. Case No. 12-32524
      Chapter 11 Petition filed July 5, 2012

In re Jeffrey Sisk
   Bankr. M.D. Fla. Case No. 12-04436
      Chapter 11 Petition filed July 5, 2012

In re Thomas Thompson
   Bankr. M.D. Fla. Case No. 12-10371
      Chapter 11 Petition filed July 5, 2012

In re The Downtown Dentist, LLC
   Bankr. D. Nebr. Case No. 12-81483
     Chapter 11 Petition filed July 5, 2012
         See http://bankrupt.com/misc/neb12-81483.pdf
         represented by: David Grant Hicks, Esq.
                         Pollak & Hicks PC
                         E-mail: dhickslaw@aol.com

In re Mark McGarry
   Bankr. D. Nev. Case No. 12-17910
      Chapter 11 Petition filed July 5, 2012

In re Markel Perez-Diaz
   Bankr. D. Nev. Case No. 12-17881
      Chapter 11 Petition filed July 5, 2012

In re Marsa Ellison
   Bankr. D.N.M. Case No. 12-12543
      Chapter 11 Petition filed July 5, 2012

In re Donnamarie Weaver
   Bankr. E.D. Pa. Case No. 12-16375
      Chapter 11 Petition filed July 5, 2012

In re Paul Weaver
   Bankr. E.D. Pa. Case No. 12-16375
      Chapter 11 Petition filed July 5, 2012

In re Kevin Janda
   Bankr. W.D. Pa. Case No. 12-23441
      Chapter 11 Petition filed July 5, 2012

In re Dakota Landing, LLC
   Bankr. M.D. Tenn. Case No. 12-06145
     Chapter 11 Petition filed July 5, 2012
         See http://bankrupt.com/misc/tnmb12-06145.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         Law Offices Lefkovitz & Lefkovitz
                         E-mail: slefkovitz@lefkovitz.com

In re Burkel-Piette, Inc.
   Bankr. E.D. Wis. Case No. 12-30188
     Chapter 11 Petition filed July 5, 2012
         See http://bankrupt.com/misc/wieb12-30188p.pdf
         See http://bankrupt.com/misc/wieb12-30188c.pdf
         represented by: David J. Winkel, Esq.
                         Winkel Law Office
                         E-mail: dave@winkellaw.com

In re Anne Calvin
   Bankr. D. Ariz. Case No. 12-15153
      Chapter 11 Petition filed July 6, 2012

In re Ernest Graves
   Bankr. D. Ariz. Case No. 12-15178
      Chapter 11 Petition filed July 6, 2012

In re Mark Wibbing
   Bankr. D. Ariz. Case No. 12-15164
      Chapter 11 Petition filed July 6, 2012

In re Cenoz Enterprises
   Bankr. C.D. Calif. Case No. 12-26068
     Chapter 11 Petition filed July 6, 2012
         See http://bankrupt.com/misc/cacb12-26068.pdf
         represented by: Christopher S. Hammatt, Esq.
                         Law Offices of C.S. Hammatt

In re Francisco Saez
   Bankr. C.D. Calif. Case :No. 12-33364
      Chapter 11 Petition filed July 6, 2012

In re Eagle Castle Winery, LLC
   Bankr. N.D. Calif. Case No. 12-55056
     Chapter 11 Petition filed July 6, 2012
         See http://bankrupt.com/misc/canb12-55056.pdf
         represented by: Steven J. Sibley, Esq.
                         Law Offices of DiNapoli and Sibley
                         E-mail: sjs@dslaw.net

In re Haig Harris
   Bankr. N.D. Calif. Case No. 12-32012
      Chapter 11 Petition filed July 6, 2012

In re George Daniels III
   Bankr. D. Colo. Case No. 12-24243
      Chapter 11 Petition filed July 6, 2012

In re Daryll Futch
   Bankr. M.D. Fla. Case No. 12-00475
      Chapter 11 Petition filed July 6, 2012

In re WP Management, LLC
   Bankr. D. Maine Case No. 12-20849
     Chapter 11 Petition filed July 6, 2012
         See http://bankrupt.com/misc/meb12-20849.pdf
         Filed Pro Se

In re Bert's Landing, LLC
   Bankr. D. Mass. Case No. 12-15797
     Chapter 11 Petition filed July 6, 2012
         See http://bankrupt.com/misc/mab12-15797p.pdf
         See http://bankrupt.com/misc/mab12-15797c.pdf
         represented by: Stephen M. Kaplan, Esq.
                         Law Office of Stephen M. Kaplan
                         E-mail: stevekaplanECF@aol.com

In re Claudia Dorsey
   Bankr. D. Md. Case No. 12-22646
      Chapter 11 Petition filed July 6, 2012

In re Lloyd Tucker
   Bankr. D. Md. Case No. 12-22613
      Chapter 11 Petition filed July 6, 2012

In re Phillip Dorsey
   Bankr. D. Md. Case No. 12-22646
      Chapter 11 Petition filed July 6, 2012

In re Tameka Tucker
   Bankr. D. Md. Case No. 12-22613
      Chapter 11 Petition filed July 6, 2012

In re D & T Emerald Creek, Inc.
   Bankr. E.D. Mich. Case No. 12-56027
     Chapter 11 Petition filed July 6, 2012
         See http://bankrupt.com/misc/mieb12-56027p.pdf
         See http://bankrupt.com/misc/mieb12-56027c.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re J Faw
   Bankr. M.D.N.C. Case No. 12-50970
      Chapter 11 Petition filed July 6, 2012

In re Avalon Farming, Inc.
   Bankr. D.P.R. Case No. 12-05359
     Chapter 11 Petition filed July 6, 2012
         See http://bankrupt.com/misc/prb12-05359.pdf
         represented by: Alexis Fuentes Hernandez, Esq.
                         Fuentes Law Offices
                         E-mail: alex@fuentes-law.com

In re Melissa Carter-Coursen
   Bankr. D.S.C. Case No. 12-04215
      Chapter 11 Petition filed July 6, 2012

In re Anita Brooks Burleson
   Bankr. W.D. Tex. Case No. 12-11552
      Chapter 11 Petition filed July 6, 2012

In re Brian Burleson
   Bankr. W.D. Tex. Case No. 12-11552
      Chapter 11 Petition filed July 6, 2012

In re Michael Broussard
   Bankr. D. Utah Case No. 12-28736
      Chapter 11 Petition filed July 6, 2012

In re Randy Lindquist
   Bankr. W.D. Wash. Case No. 12-17027
      Chapter 11 Petition filed July 6, 2012



                            *********

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., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, 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 2012.  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 $775 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 Christopher
Beard at 240/629-3300.


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