TCR_Public/120720.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, July 20, 2012, Vol. 16, No. 200

                            Headlines

1717 MARKET PLACE: Files Chapter 11 in Missouri
1717 MARKET: Case Summary & Unsecured Creditor
2279-2283 THIRD AVENUE: Files Chapter 11; Lenders to Take Condos
2279-2283 THIRD AVENUE: Voluntary Chapter 11 Case Summary

400 BLAIR: Court OKs Carl Person as Special Litigation Counsel
5042 HOLDINGS: West Virginia's Berkeley Inn Files for Chapter 11
ACE AVIATION: To Transfer Stock Exchange Listing to NEX
AMBAC FINANCIAL: Committee Taps Tavakoli et al. as Consultants
AMBAC FINANCIAL: AAC Exercised Surplus Note Call Options

ARIUS3D: Pursuing Financing to Submit Late Annual Report
ASPENBIO PHARMA: Had $1.9 Million Net Loss in First Quarter
CHINA GINSENG: Had $282,000 Net Loss in March 31 Quarter
AVENTINE RENEWABLE: S&P Cuts Corporate Credit Rating to 'CC'
BEACHWALK LP: Files for Chapter 11 in Indiana

BEACHWALK LP: Case Summary & 5 Largest Unsecured Creditors
ARBCO CAPITAL: Stern Wrests $11M Clawback from Bankruptcy Court
BERNARD L. MADOFF: Trustee, Calif. Atty. General in Mediation
BETSEY JOHNSON: Capstone Approved as Committee Financial Advisor
BETSEY JOHNSON: Court OKs DJM Realty as Real Estate Advisor

BETSEY JOHNSON: Court Approves Hahn & Hessen as Committee Counsel
BETSEY JOHNSON: Names Marcum LLP as Accountants
BTA BANK: Chapter 15 Case Summary
CAMBRIDGE HEART: Extends Investment Rights Termination to July 31
CANYONS AT DEBEQUE RANCH: Files for Chapter 11 in Denver

CASELLA WASTE: Moody's Affirms 'B3' Corp. Family Rating
CANYONS AT DEBEQUE: Case Summary & 10 Largest Unsecured Creditors
CARPENTER CONTRACTORS: To Present Plan for Confirmation Aug. 22
CDC CORP: Taps Ver Ploeg to Handle Insurance Coverage Matters
CENTRAL FALLS, RI: Plan to Return Only 45% to Unsec. Creditors

CENTRAL FEDERAL: Commences Public Offering of Common Stock
CHAI-NA-TA CORP: Obtains Certificate of Intent to Dissolve
CHINA BAK: Had $15.6 Million Net Loss in 1st Quarter
CIP INVESTMENT: Files for Chapter 11 in Kansas City
CIP INVESTMENT: Case Summary & 18 Unsecured Creditors

CIRCLE STAR: Elmer Reed Appointed to Board of Directors
CIRCUS AND ELDORADO: Court Sets Aug. 17 General Claims Bar Date
CLAIRE'S STORES: Completes Employee Stock Options Exchange Offer
COLORADO-FAYETTE: Files for Chapter 11 Bankruptcy Protection
COMPTON, CA: May Be Next in Spate Of Calif. City Bankruptcies

COMVERGE INC: Posts $2.7 Million Net Loss in 1st Quarter
CORDILLERA GOLF: Lender Says Golf Course Not Worth $33-Mil.
CORDILLERA GOLF: Rust Omni Beats 2 Other Claims Agent for Job
DANCEHALL LLC: Judge Recuses Self in Involuntary Case
DEWEY & LEBOEUF: U.S. Trustee Balks at Over $700K in Bonuses

DIGITAL GENERATION: S&P Puts 'BB-' CCR on CreditWatch Negative
DREIER LLP: Amaranth Blocks Trustee's Bid to Hire Adviser
DYNEGY INC: Seeks Extension of Exclusivity Period to Dec. 13
EC DEVELOPMENT: Posts $250,100 Net Loss in 1st Quarter
EASTMAN KODAK: Retiree Committee's Fee Cap Removed

EASTMAN KODAK: Secured Creditors Worry Over Magnitude of Fees
EASTMAN KODAK: Returns $482,000 to BNY Mellon
EASTMAN KODAK: Has Deal for Payment of Retirees' Expenses
ENERGY FOCUS: Had $1.9 Million Net Loss in 1st Quarter
ESSENTIAL POWER: Moody's Rates $565MM Sr. Secured Term Loan 'Ba2'

FENDER MUSICAL: S&P Puts B Corp. Credit Rating on Watch After IPO
FIRST FINANCIAL: Posts $289,000 Net Loss in 1st Quarter
FOREST OIL: S&P Cuts Corporate Credit Rating to 'B+'; Outlook Neg
GAMETECH INTERNATIONAL: James Robertson Named President & CEO
GENELINK INC: Susan Hunt Succeeds John Webb as Interim CFO

GUIDED THERAPEUTICS: LuViva Receives CE Mark Approval
HEADLEE MANAGEMENT: Buffalo Wild Wings Outlets on Auction Block
HEMCON MEDICAL: Offers Shares for Unsecured Creditors
HOMEWARD RESIDENTIAL: Moody's Assigns 'B1' Corp. Family Rating
HORIZON PHARMA: Had $23.7 Million Net Loss in 1st Quarter

HOVNANIAN ENTERPRISES: Swaps 3.8MM Class A Shares for $15MM Debt
HOWREY LLP: Firm's Creditors Share 'Milk Case' Fee
HOWREY LLP: Gets OK to Subpoena 70 Firms That Hired Ex-Partners
HRK HOLDINGS: Hiring Stichter Riedel as Chapter 11 Counsel
HRK HOLDINGS: Sec. 341 Creditors' Meeting Set for July 30

INDYMAC BANCORP: CEO Dismissed for SEC's Risk-Weighting Claims
INNOVATION VENTURES: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
INTERNATIONAL HOME: Court OKs Aquino Cordova as External Auditor
INVERSIONES ISLETA: Case Summary & 15 Unsecured Creditors
IVANHOE ENERGY: Had $10.7 Million Net Loss in 1st Quarter

J2 GLOBAL: Moody's Assigns 'B1' Corp. Family Rating
JEDD LLC: Hiring Gullett Sanford as Bankruptcy Counsel
JENNE HILL: Has Plan Settlement With Wells Fargo
JENNE HILL: Hires Cannon Blaylock & Wise as Appraiser
L-3 COMMS: Fitch Assigns 'BB+' Rating on Sr. Subordinated Debt

LEVEL 3: Moody's Rates New $300MM Senior Unsecured Notes 'Caa2'
LEVEL 3: S&P Rates $300 Million Senior Notes 'CCC'
LIBERTY HARBOR: Pays $22 Million to Settle Condemnation Row
LIGHTSQUARED INC: Judge to Approve $51.4-Mil. DIP Loan
LUCID INC: Had $3.4 Million Net Loss in First Quarter

MAIN STREET: Voluntary Chapter 11 Case Summary
MEDIA GENERAL: Incurs $146.3 Million Net Loss in 2nd Quarter
MF GLOBAL: CFTC Files General Creditor Claim
MF GLOBAL: Trial on $700MM Claim vs. KPMG Set for 2013
MF GLOBAL: Holdings Amends Schedules of Assets & Debts

MF GLOBAL: Finance USA's Schedules of Assets & Debts
MOMENTIVE PERFORMANCE: Plans to Reduce Workforce by 6%
MONTANA ELECTRIC: Increased Transparency for Co-ops Sought
MUSCLEPHARM CORP: Sr. Execs. Give Back 2011 Cash & Stock Bonuses
NALLS DEVELOPMENT: Files for Chapter 11 in Washington D.C.

NALLS DEVELOPMENT: Voluntary Chapter 11 Case Summary
OFFICE PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
PACE UNIVERSITY: Moody's Affirms 'Ba1' Rating on Revenue Bonds
PATRIOT COAL: UMWA Officials Discuss Bankruptcy Filing
PEGASUS RURAL: Xanadoo Units Given More Time to File Plan

PEREGRINE FINANCIAL: CEO Wasendorf Bail Hearing Moved to July 27
PEREGRINE FINANCIAL: Only 11 Clients Have Returnable Assets
PINNACLE AIRLINES: Ernst & Young OK'd to Audit 2012 Financials
PINNACLE AIRLINES: Has Until Oct. 28 to Decide on Unexpired Leases
PINNACLE AIRLINES: County of Erie Can Pursue Prepetition Claims

PROELITE INC: Isaac Blech Discloses 71.2% Equity Stake
REDPRAIRIE CORP: Moody's Rates New $380MM Credit Facility 'B2'
REDPRAIRIE CORP: S&P Rates $380MM Senior Secured Credit 'B+'
REFCO INC: Judge Tosses Malpractice Claims vs. Schulte
RG STEEL: Wins Court OK of Amended Management Incentive Plan

RG STEEL: Committee Taps Huron Consulting as Financial Advisor
RG STEEL: Committee Seeks OK for Kramer Levin as Counsel
RG STEEL: Committee Proposes  Saul Ewing as Bankruptcy Co-Counsel
RG STEEL: Morris Nichols Arsht OK'd as Delaware Co-Counsel
RG STEEL: July 30 Deadline for Schedules and Statements

RITZ CAMERA: Wants to Assume Store Closing Sales Agreements
SAN BERNARDINO, CA: City Council Declares Fiscal Emergency
SANTANDER PR: Fitch Lowers Rating on Preferred Stock to 'BB'
SEDONA DEVELOPMENT: Competing Plan Outlines Hearing Set for Aug. 1
SIONIX CORPORATION: Posts $1.3 Million Net Loss in March 31 Qtr.

SLS CAPITAL: July 24 Hearing on Chapter 15 Recognition
SMITHFIELD FOODS: Moody's Rates Senior Unsecured Notes 'B1'
SMITHFIELD FOODS: S&P Rates $650MM Senior Secured Notes 'BB'
SOLYNDRA LLC: Feds' $5MM Thompson River Claim May Quell Criticism
SOMAXON PHARMACEUTICALS: Posts $2.1 Million Net Loss in Q1 2012

SUPERVALU: S&P Lowers Corp. Credit Rating to 'B'; Outlook Negative
TALON THERAPEUTICS: Amends 2006 Employee Stock Purchase Plan
TRANSATLANTIC PETROLEUM: Had $4.8-Mil. Net Loss in 1st Quarter
TRIDENT MICROSYSTEMS: Committee Taps Campbells as Cayman Counsel
TRIDENT MICROSYSTEMS: Two New Members in Creditors Committee

U.S. POSTAL: May Default on Future Retirees Fund
UNITED BANCSHARES: Had $237,800 Net Loss in 1st Quarter
UROLOGIX INC: Had $968,000 Net Loss in March 31 Quarter
UTSTARCOM INC: Himanshu Shah Discloses 12.5% Equity Stake
VELO HOLDINGS: Wants Until Nov. 28 to Propose Chapter 11 Plan

VERMILLION INC: Posts $1.8-Mil. Net Loss in First Quarter
VESCOR CAPITAL: TIC Investors Sue Bank, Law Firm Over Ponzi Scheme
VITRO SAB: TRO Against Bondholders Extended During Appeal
VORNADO REALTY: Fitch Rates $300MM Series K Preferred Stock 'BB+'
VS FOX RIDGE: Wants to Employ Parsons Kinghorn as Counsel

WYLDFIRE ENERGY: Sec. 341 Creditors' Meeting Set for Aug. 3

* Filial Piety No Defense in Nondischargeability Suit
* Mortgages Can't Be Corrected After Chapter 11 Filing

* 6 States Face Mounting Budget Crisis, Report Warns
* Warren Buffett Sees Likely Increase in Municipal Bankruptcies
* U.S. Public-Pension Shortfall $4.6 Trillion, Budget Group Says

* SEC Fines Huron Consulting for Overstating Income

* BOOK REVIEW: Abraham Zaleznik's Learning Leadership

                            *********

1717 MARKET PLACE: Files Chapter 11 in Missouri
-----------------------------------------------
1717 Market Place LLC, a grocery-store business, filed for
Chapter 11 protection (Bankr. W.D. Ms. Case No. 12-bk-00984) on
July 17 in Springfield, Missouri.

According to the docket, the Chapter 11 Plan and the Disclosure
Statement are due Nov. 14, 2012.

The Debtor estimated assets and liabilities of at least $10
million.  G&S Holdings LLC owns 98% of the company and the
remaining 2% is owned by J. Scott Schaefer and Richard T. Gregg,
according to court papers.

The Christian, Missouri-based company identified law firm
Mitchell, Kristl & Leiber PC as its only unsecured creditor, owed
$43,687.

1717 Market Place said it is a defendant in a lawsuit brought by
Regions Bank in Joplin, Missouri, relating to a promissory note.
The bank is seeking the appointment of a receiver.


1717 MARKET: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: 1717 Market Place, L.L.C.
        727 West Mount Vernon Street
        Nixa, MO 65714

Bankruptcy Case No.: 12-61339

Chapter 11 Petition Date: July 17, 2012

Court: U.S. Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, P.C.
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

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

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

The petition was signed by Richard T. Gregg, co-managing member.

The list of 20 largest unsecured creditors only contains a single
entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mitchell, Kristl & Lieber          --                      $43,687
Attorneys at Law
1220 Washington, 3rd Floor
Kansas City, MO 64105-2245


2279-2283 THIRD AVENUE: Files Chapter 11; Lenders to Take Condos
----------------------------------------------------------------
2279-2283 Third Avenue Associates LLC and 2279-2283 Third Avenue
Development LLC filed Chapter 11 petitions (Bankr. S.D.N.Y. Case
No. 12-13092 and 13093) with a plan that would transfer ownership
of condominium buildings to secured lenders.

The Debtors were formed in January 2006 for the purpose of
acquiring two vacant parcels across the street from each other on
Third Avenue and 124th Street, in Manhattan.  The Debtors
completed development of the properties in 2009.  One property is
a seven story elevator mixed use building with 12 residential
units, of which 5 units were sold and 7 are currently rental
units, 1 community rental facility and 2 commercial storefronts
The second property is a seven-story mixed use building with 18
residential units, 2 stories of commercial units and a basement
commercial unit.

Third Avenue Associates obtained financing from commerce bank of
$14 million and Development obtained mezzanine financing from HSBC
Capital (USA) Inc. in the amount of $6 million.  HSBC refused to
grant additional $700,000 in financing requested by the Debtor to
fund build-outs required by the Internal Revenue Service.

The Commerce note -- which was assigned to TD Bank and then to
LSV-JCR 124th LLC -- was secured by a mortgage on the Properties,
and the HSBC obligation is secured by a mortgage on Associates'
membership interest owned by Development.

The HSBC note matured in 2011 and HSBC called the loan into
default and commenced a foreclosure action.  The state court
entered an order appointing Steven Weiss as receiver of rents.
THSBC has assigned its mezzanine note to LCP-GC LLC.

On July 3, 2012, the Debtors and the secured lenders entered into
a settlement which provides, inter alia, that the Debtors will
cooperate and with and effectuate the transfers of the properties
to the secured lenders through a Chapter 11 plan.

Accordingly, the Debtors filed the Chapter 11 petitions to
consummate the settlement.

The Debtors are represented by:

         Jonathan S. Pasternak, Esq.
         RATTET PASTERNAK, LLP
         550 Mamaroneck Avenue, Suite 510
         Harrison, NY 10528
         Tel: (914) 381-7400
         Fax: (914) 381-7406
         E-mail: jsp@rattetlaw.com


2279-2283 THIRD AVENUE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: 2279-2283 Third Avenue Associates LLC
        2279-2283 Third Avenue
        New York, NY 10035

Bankruptcy Case No.: 12-13092

Affiliate that simultaneously filed Chapter 11 petition:

        Entity                          Case No.
        ------                          --------
2279-2283 Third Avenue Development LLC  12-13093

Chapter 11 Petition Date: July 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: James M. Peck

About the Debtors: The Debtors were formed in January 2006 for the
                   purpose of acquiring two vacant parcels across
                   the street from each other on Third Avenue and
                   124th Street, in Manhattan.  The Debtors
                   completed development of the properties in
                   2009.  One property is a seven story elevator
                   mixed use building with 12 residential units,
                   of which 5 units were sold and 7 are currently
                   rental units, 1 community rental facility and 2
                   commercial storefronts.  The second property is
                   a seven-story mixed use building with 18
                   residential units, 2 stories of commercial
                   units and a basement commercial unit.

Debtors' Counsel: Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com

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

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

The Debtors did not file a list of largest creditors together with
petitions.

The petitions were signed by Michael Waldman, managing member and
sole member of 2279-2283 Third Avenue Realty, LLC.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
3210 Riverdale Associates LLC         12-11286            03/20/12


400 BLAIR: Court OKs Carl Person as Special Litigation Counsel
--------------------------------------------------------------
400 Blair Realty Holdings, LLC sought and obtained permission from
the U.S. Bankruptcy Court to employ Carl E. Person, Esq. as
special litigation counsel.

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


5042 HOLDINGS: West Virginia's Berkeley Inn Files for Chapter 11
----------------------------------------------------------------
Bloomberg News reports that the Country Inn at Berkeley Springs
filed for protection from creditors under Chapter 11 in
Martinsburg, West Virginia.

The Morgan, West Virginia-based business goes by the corporate
name 5042 Holdings Ltd.

The spa retreat declared more than $1 million in assets and
liabilities.

The reorganization plan is to be filed by Nov. 17.

5042 Holdings, Limited, filed a Chapter 11 petition (Bankr. N.D.
W.V. Case No. 12-00984) on July 17, 2012.  Robert W. Trumble,
Esq., at McNeer Highland McMunn & Varner, L.C., serves as counsel
to the Debtor.


ACE AVIATION: To Transfer Stock Exchange Listing to NEX
-------------------------------------------------------
ACE Aviation Holdings Inc. said July 16 that the Toronto Stock
Exchange ("TSX") has advised ACE that it no longer meets the
continued listing requirements of the TSX as a result of the
previously announced appointment of Ernst & Young Inc. as
liquidator of ACE and the resignation of all of the directors and
officers of ACE. The TSX has advised ACE that if it did not
voluntarily delist by September 14, 2012, the TSX would delist its
common shares. As a result, ACE has applied to voluntarily delist
its common shares from the TSX effective at the close of business
on September 14, 2012.

ACE has confirmed with the NEX board of the TSX Venture Exchange
that its common shares will be eligible for listing on NEX. ACE
expects that the transfer of the listing of its common shares from
the TSX to NEX will occur on September 17, 2012, the trading day
immediately following the delisting from the TSX. The listing of
the common shares of ACE on NEX is subject to final acceptance by
NEX.

                       About ACE Aviation

Headquartered in Montreal, Canada, ACE Aviation Holdings Inc.
(Toronto: ACE-A.TO) -- http://www.aceaviation.com/-- is
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.

For 2011, ACE recorded a loss and reduction in net assets in
liquidation of $90 million. This includes unrealized losses of
$76 million and $5 million respectively on ACE's investment and
warrants in Air Canada. In the fourth quarter of 2011, ACE
recorded a loss and reduction in net assets in liquidation of
$21 million. This includes unrealized losses of $15 million and
$1 million respectively on ACE's investment and warrants in
Air Canada.

ACE Aviation on Feb. 10, 2012 announced its intention to seek
shareholder approval for its winding-up, the distribution of
its remaining net assets and ultimately its dissolution in the
future.

ACE Aviation said that further to the approval by its shareholders
on April 25, 2012 of a special resolution providing for the
voluntary liquidation of ACE, the Quebec Superior Court -
Commercial Division has issued an order appointing Ernst & Young
Inc. as liquidator of ACE.  Effective as of June 28, all of the
directors and officers of ACE have resigned from their positions
and the liquidator is vested with the powers of the directors of
ACE.


AMBAC FINANCIAL: Committee Taps Tavakoli et al. as Consultants
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Ambac Financial
Group Inc.'s Chapter 11 cases seeks the Court's authority to
retain Nader Tavakoli, Victor Mandel and Jeffrey S. Stein as
consultants.

Ambac Financial Group, Inc.'s confirmed Fifth Amended Plan of
Reorganization provides that on the effective date, the term of
the current members of the Debtor's board of directors will
expire and the new board of the Reorganized Debtor will consist
of the Reorganized Debtor's Chief Executive Officer and four
additional directors to serve on an interim basis before an
election of new directors by shareholders.  The Creditors
Committee has the right to appoint three of the Interim Directors
and an informal group of certain unaffiliated holders of Senior
Notes has the right to appoint one of the Interim Directors.

The Committee and the Informal Group chose the "Consultants" to
be three of the four Interim Directors.  The fourth Interim
Director, Charles Lemonides, currently represents ValueWorks,
LLC, a member of the Committee.

Mr. Tavakoli is the chairman and chief executive officer of
EagleRock Capital Management, a private investment partnership
based in New York City.  Mr. Mandel is the founding partner of
Criterion Advisors LLC, an investment advisory firm focused on
corporate governance-led activist investment situations.  Mr.
Stein is the founder and managing partner of Stein Advisors LLC,
an advisory firm that provides consulting services to
institutional investors.

To promote an efficient transition between the Current Board and
the New Board, the Debtor has proposed to the Committee and the
Consultants that for period between the Plan Confirmation Date
and the Plan Effective Date, the Debtor will (i) grant the
Consultants access to certain Company information, (ii)
facilitate meetings between the Consultants and the officers of
the Company or the Management, (iii) provide the Consultants with
advance copies of proposed agendas and related materials for all
board meetings, (iv) permit the Consultants to meet and conduct
discussions with members of the Current Board, and (v) allow the
Consultants to advise the Committee and its professionals
regarding the information the Consultants learn in their
observations and interactions with Management and the Current
Board.  The Consultants will be bound by the terms of a
confidentiality agreement dated July 12, 2012, for all
information exchanged.

The Committee anticipates that the Consultants will, to the
extent agreed by the parties, provide these services pursuant to
a Consultant Agreement:

  (a) review and analyze the Debtor's business, assets,
      liabilities, operations, cash flows, properties, financial
      condition and prospects of the Debtor operations, and
      strategic issues at a level customary for members of the
      Current Board;

  (b) attend, either in person or telephonically and subject to
      the Consultants' scheduling conflicts, an initial
      orientation session and additional informational sessions
      with the Management from time to time as necessary to
      address in greater detail business areas or issues that are
      important to a board-level understanding of the Debtor;

  (c) review select materials (with the exception of governance
      and other privileged materials) provided to the Current
      Board or its committees in connection with Board and its
      committees meetings including, without limitation, agendas
      for such meetings;

  (d) subject to their respective availability, attend the
      Debtor's regularly scheduled meetings of the Board on
      August 7, November 6 and December 11, to meet and discuss
      business and other Debtor issues with the Current Board,
      solicit the Current Board's views on such issues, and
      offer advice to the Current Board;

  (e) attend additional informal meetings with members of the
      Current Board as may be arranged by agreement of the
      Consultants and the Debtor to promote an orderly emergence
      from bankruptcy and transition to the New Board; and

  (f) advise the Committee on information learned during their
      observations and interactions with Management and the
      Current Board, including, without limitation, information
      regarding the Debtor's strategic relationship
      opportunities, acquisition opportunities and financing
      alternatives.

In consideration for the Services, the Committee seeks authority
for the Debtor to:

  -- pay the Consultants a fee of $22,500 per calendar quarter
     (pro rated for partial quarters); and

  -- promptly reimburse the Consultants for all reasonable, out-
     of-pocket expenses incurred by the Consultants.

The Consultant Agreement provides for customary indemnification
provisions for the Consultants by the Debtor.

Each of the Consultants certifies, solely with respect to
himself, that, to the best of his knowledge, he (i) has no
outstanding agreement, obligation or interest that would result
in his holding or representing an adverse interest to the
Debtor's estate; (ii) is not owed any prepetition amounts from
the Debtor, and (iii) believes he is a "disinterested person" as
defined under Section 101(14) of the Bankruptcy Code.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Ambac has employed Hogan Lovells US LLP as bankruptcy counsel,
replacing Dewey & LeBoeuf LLP, which has dissolved and sought
bankruptcy protection.  Ambac's lead counsel, Peter A. Ivanick,
Esq., joined Hogan Lovells from Dewey.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: AAC Exercised Surplus Note Call Options
--------------------------------------------------------
Ambac Assurance Corporation related on June 12, 2012, that it
issued exercise notices relating to a call option on
approximately $289 million of surplus notes.

On June 5, 2012, Ambac Assurance issued exercise notices relating
to a call option expiring on June 7, 2012, for $500 million of
surplus notes. The acquisition of the $500 million of surplus
notes has been completed.

Following a hearing held on June 4, 2012, the Circuit Court for
Dane County, Wisconsin approved a motion submitted by the
Wisconsin Commissioner of Insurance, acting as the Rehabilitator
of the Segregated Account of Ambac Assurance, permitting Ambac
Assurance to exercise two call options on approximately $789
million of surplus notes issued by Ambac Assurance.

Ambac Assurance is a guarantor of public finance and structured
finance obligations, and is the principal operating subsidiary of
Ambac.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Ambac has employed Hogan Lovells US LLP as bankruptcy counsel,
replacing Dewey & LeBoeuf LLP, which has dissolved and sought
bankruptcy protection.  Ambac's lead counsel, Peter A. Ivanick,
Esq., joined Hogan Lovells from Dewey.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


ARIUS3D: Pursuing Financing to Submit Late Annual Report
--------------------------------------------------------
Arius3D Corp. disclosed that the filing of its annual financial
statements, management's discussion and analysis and related
officer certifications for the financial year ended on March 31,
2012 will be delayed beyond the filing deadline of July 30, 2012.

As a result of the liquidity constraints facing the Company, the
Company is not in a position to prepare its Annual Filings on a
timely basis.

As a result of this delay, the Company currently intends to make
an application with the Ontario Securities Commission, and other
securities commissions in each of British Columbia and Alberta,
requesting that a management cease trade order be imposed in
respect of this late filing.  There is no guarantee that an MCTO
will be granted.

If an MCTO is granted, the MCTO will prohibit the Chief Executive
Officer and Chief Financial Officer, and possibly the directors
and other insiders of the Company, from trading in securities of
the Company for so long as the required filings have not been
completed.  The issuance of an MCTO does not generally affect the
ability of persons who are not directors, officers or other
insiders of the Company to trade in securities of the Company.

The Company intends to satisfy the provisions of the alternate
information guidelines of National Policy 12-203 - Cease Trade
Orders for Continuous Disclosure Defaults as long as it is in
default of the filing requirements.  This news release constitutes
a "default announcement" made pursuant to NP 12-203.

The Company is pursuing financing alternatives to enable it to
prepare the Annual Filings and currently anticipates that the
Annual Filings will be completed by September 28, 2012.

                       About Arius3d Corp.

Arius3D -- http://www.arius3d.com-- creates imaging solutions
that allow organizations to capture and share unique physical
objects in digital form.  Arius3D offers 3D imaging systems and
services to a growing 3D image library.  The Arius3D technology
supports wide ranging applications in culture and heritage,
entertainment, education and product design with a primary focus
of generating image license recurring revenues from rich media
content.


ASPENBIO PHARMA: Had $1.9 Million Net Loss in First Quarter
-----------------------------------------------------------
AspenBio Pharma, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.94 million on $7,275 of sales for the
three months ended March 31, 2012, compared with a net loss of
$2.80 million on $97,316 of sales for the corresponding period a
year ago.

The Company's balance sheet at March 31, 2012, showed
$6.37 million in total assets, $4.26 million in total liabilities,
and stockholders' equity of $2.11 million.

As reported in the TCR on April 16, 2012, GHP Horwath, P.C., in
Denver, Colorado, expressed substantial doubt about AspenBio
Pharma's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations.

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

                       http://is.gd/o718Oh

Castle Rock, Colo.-based AspenBio Pharma, Inc., is advancing
products that address unmet human diagnostic and animal health
therapeutic needs.  AspenBio was formed in August 2000 as a
Colorado corporation to produce purified proteins for diagnostic
applications.

The Company's primary focus is on advancing AppyScore(TM), its
human diagnostic test to aid in the risk management of acute
appendicitis, toward commercialization.


CHINA GINSENG: Had $282,000 Net Loss in March 31 Quarter
--------------------------------------------------------
China Ginseng Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $281,962 on $902,807 of revenues for
the three months ended March 31, 2012, compared with a net loss of
$223,630 on $2.01 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 $1.12 million on $3.15 million of revenues, compared
with a net loss of $672,237 on $3.09 million of revenues for the
nine months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$10.27 million in total assets, $6.03 million in total
liabilities, and stockholders' equity of $4.24 million.

"The Company had an accumulated deficit of $3,952,089 as of
March 31, 2012, and there are existing uncertain conditions the
Company foresees relating to its ability to obtain working capital
and operate successfully.  Management's plans include the raising
of capital through the equity markets to fund future operations
and the generating of revenue through its businesses.  Failure to
raise adequate capital and generate adequate sales revenues could
result in the Company having to curtail or cease operations."

"Additionally, even if the Company does raise sufficient capital
to support its operating expenses and generate adequate revenues,
there can be no assurances that the revenues will be sufficient to
enable it to develop business to a level where it will generate
profits and cash flows from operations.  These matters raise
substantial doubt about the Company?s ability to continue as a
going concern."

As reported in the TCR on Oct. 20, 2011, Meyler & Company, LLC, in
Middletown, N.J., expressed substantial doubt about China
Ginseng'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 an
accumulated deficit of $2.8 million since inception, and
there are existing uncertain conditions the Company faces relative
to its ability to obtain working capital and operate successfully.

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

                       http://is.gd/W0LVqP

China Ginseng Holdings, Inc., headquartered in Changchun City,
China, was incorporated on June 24, 2004, in the State of Nevada.
The Company conducts business through its four wholly-owned
subsidiaries located in Northeast China.  The Company has been
granted 20-year land use rights to 3,705 acres of lands by the
Chinese government for ginseng planting and it controls through
lease approximately 750 acres of grape vineyards.

Since its inception in 2004, the Company has been engaged in the
business of farming, processing, distribution and marketing of
fresh ginseng, dry ginseng, ginseng seeds, and seedlings.  In
March 2008, it acquired Tonghua Linyuan Grape Planting Co., Ltd.m,
to plant wild mountain grapes.  Starting in August 2010, it has
gradually shifted the focus of its business from direct sales of
ginseng to canned ginseng juice production and wine production.


AVENTINE RENEWABLE: S&P Cuts Corporate Credit Rating to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Aventine Renewable Energy Holdings Inc. to 'CC' from
'CCC+'. "We also lowered the rating on the company's senior
secured debt due December 2015 ($215.9 million outstanding as of
March 31, 2012) to 'CCC-' from 'B-'. The outlook is negative. We
revised our liquidity assessment of the company from 'less than
adequate' to 'weak'. At the same time, we left our recovery rating
of '2' unchanged," S&P said.

"The downgrade reflects the company's uncertain liquidity
following its announcement that on July 6, 2012, it entered into
an amendment to its credit agreement that could effectively
prevent it from drawing on its revolving credit facility and
letters of credit," said Standard & Poor's credit analyst Matthew
Hobby.

"The company's 8-K filing also indicates that on July 27, 2012, it
may be required to deposit up to $9.2 million (the amount of
letters of credit outstanding) into an account for the benefit of
lenders. Although this deposit could increase its borrowing base
under the credit agreement, it is not clear at this time that the
company has sufficient cash reserves to make the deposit," S&P
said.

"Our ratings on Aventine incorporate its 'highly leveraged'
financial risk profile and its 'vulnerable' business risk
profile," S&P said.

"The negative outlook reflects the risk of additional covenant
violations or default in 2012, resulting from low liquidity. The
company has not released its financial statements for the second
quarter of 2012, but EBITDA was negative $8.9 million in the first
quarter of 2012, after the company generated $22.7 million in the
fourth quarter of 2011 and $9.6 million in the quarter before
that," S&P said.

"We could lower the rating if expansion delays or cost overruns
indicate that EBITDA is likely to remain negative and constrain
liquidity for an extended period. We could raise the rating if
liquidity improves, construction is completed on time and within
budget, and improved operating performance supports an expectation
of debt to EBITDA below 6x," S&P said.


BEACHWALK LP: Files for Chapter 11 in Indiana
---------------------------------------------
Michigan City, Indiana-based Beachwalk Limited Partnership filed
a bare-bones Chapter 11 petition (Bankr. N.D. Ind. Case No.
12-32547) on July 18, 2012.  The Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.

Related entities Moss Family LP and Beachwalk Limited Partnership
filed Chapter 11 petitions (Case Nos. 12-32540 and 12-32541) on
July 17.


BEACHWALK LP: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Beachwalk Limited Partnership, a Partnership
        202 Beachwalk Lane
        Michigan City, IN 46360

Bankruptcy Case No.: 12-32547

Chapter 11 Petition Date: July 18, 2012

Court: U.S. Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Daniel Freeland, Esq.
                  DANIEL L. FREELAND & ASSOCIATES, P.C.
                  9105 Indianapolis Boulevard
                  Highland, IN 46322
                  Tel: (219) 922-0800
                  E-mail: dlf9601b@aol.com

                         - and ?

                  Frederick L. Carpenter, Esq.
                  DANIEL L. FREELAND & ASSOCIATES, P.C.
                  9105 Indianapolis Boulevard
                  Highland, IN 46322
                  Tel: (219) 922-0800
                  E-mail: dlf9601b@aol.com

                         - and ?

                  Sheila A. Ramacci, Esq.
                  DANIEL L. FREELAND & ASSOCIATES, P.C.
                  9105 Indianapolis Boulevard
                  Highland, IN 46322
                  Tel: (219) 922-0800
                  E-mail: dlf9601b@aol.com

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

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

The petition was signed by Tom Moss, authorized agent.

Affiliate that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Moss Family LP                        12-32540         7/17/2012
Beachwalk Limited Partnership         12-32541         7/17/2012

Beachwalk's List of Its Five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Patrick Okell and Nien Thach       Personal Loan          $150,789
5307 Braebun Drive
Bellaire, TX 77401

Faegre Baker Daniels               Business Debt           $57,882
600 E. 96th Street, Suite 600
Indianapolis, IN 46240

Internal Revenue Service           Penalty on Tax Filing    $9,779
P.O. Box 7346
Philadelphia, PA 19101-7346

Woodruff and Sons, Inc.            Business Debt            $5,873

Haas & Associates                  Business Debt            $4,816



ARBCO CAPITAL: Stern Wrests $11M Clawback from Bankruptcy Court
---------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports a bankruptcy court
cannot resolve an $11 million clawback suit by the trustee for
Ponzi-scheming investment firm Arbco Capital Management LLP, U.S.
District Judge J. Paul Oetken ruled Thursday, citing the U.S.
Supreme Court's landmark decision in Stern v. Marshall.

Bankruptcy Law360 relates that Judge Oetken said a bankruptcy
court could hear but not enter final judgment on claims by Arbco
Chapter 7 Trustee Richard O'Connell against Penson Financial
Services Inc.


BERNARD L. MADOFF: Trustee, Calif. Atty. General in Mediation
-------------------------------------------------------------
The trustee liquidating Bernard L. Madoff's investment firm and
California Attorney General Kamala Harris will hold talks to end a
deadlock over Ms. Harris's $270 million lawsuit against an alleged
beneficiary of the Ponzi scheme.

After an in-chambers conference with U.S. Bankruptcy Judge Burton
R. Lifland, who oversees the liquidation case of Bernard L. Madoff
Investment Securities LLC, the parties agreed to enter mediation
in a bid to negotiate through their differences, Bankruptcy Law360
relates.

The two sides will use mediation to pursue a settlement, according
to a report by Bloomberg news.

Bloomberg News recounts that Madoff trustee Irving Picard had
asked Judge Lifland to stop Ms. Harris's suit against Stanley
Chais's estate, saying only the trustee can collect money for
Madoff's Ponzi victims.  Ms. Harris contends her suit can proceed
because she's using her state policing power to protect consumers
from fraud.

Carla Main, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, says the combatants portray their
fight in court filings as a clash between federal bankruptcy law,
which describes a trustee's powers in fraud cases, and state law,
governing a state's top law enforcer.

In New York, Mr. Picard's home state, he didn't publicly protest
in June when Attorney General Eric Schneiderman struck a $410
million settlement with Madoff feeder fund operator Ezra Merkin.
Mr. Picard declined to explain why he sued Ms. Harris and not
Schneiderman, citing the nonpublic nature of "strategy."

Ms. Harris, a Democrat, has sought to press a 2009 complaint in
state court in Los Angeles that alleges Chais passed himself off
as an "investment wizard" and earned $270 million in fees from
1995 to 2008 for "doing nothing more than funneling all of his
investors' capital into an epic Ponzi scheme" without their
knowledge or authorization. She is seeking to recover illegal
profits and other penalties.

While Mr. Picard acknowledges that state policing powers are
exempt from bankruptcy rules, he said last month in a court filing
that Harris's suit isn't exempt because she's suing someone who is
dead and can't be deterred from wrongdoing.  Ms. Harris's suit is
meant to deter all "bad actors," she said, in answer to Mr.
Picard.

The Harris case is Picard v. Hall, 12-01001, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BETSEY JOHNSON: Capstone Approved as Committee Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Betsey Johnson
LLC sought and obtained authorization from the U.S. Bankruptcy
Court for the Southern District of New York to retain Capstone
Advisory Group, LLC, as financial advisors.

Capstone Advisory, will, among other things:

   a) review offers received for the Debtors' assets, both on a
      "going out of business" and "going concern" basis;

   b) develop a monthly monitoring report to enable the Committee
      to effectively evaluate the Debtors' liquidity and wind-down
      activities on an ongoing basis;

   c) assist and advise the Committee and counsel in reviewing and
      evaluating any court motions filed or to be filed by the
      Debtors or any other parties-in-interest; and

   d) analyze and critique the Debtors' debtor-in-possession
      financing arrangements.

Capstone Advisory will be compensated based on these hourly rates:

             Executive Director               $600-$760
             Managing Director                $475-$590
             Directors                        $360-$475
             Consultants                      $160-$350
             Support Staff                    $120-$150

Capstone Advisory has agreed to a $30,000 per month fee.  In
addition, Capstone Advisory will be reimbursed for reasonable out-
of-pocket expenses.

Capstone Advisory may request a success fee, the amount and
conditions of which to be mutually agreed upon with the Committee
and subject to Bankruptcy Court approval.

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

                         About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid will bring the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off its debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.


BETSEY JOHNSON: Court OKs DJM Realty as Real Estate Advisor
-----------------------------------------------------------
Betsey Johnson LLC sought and obtained authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
DJM Realty Services, LLC, as the Debtor's special real estate
advisor.

To maximize the value of its estate, the Debtor said it requires
the assistance of experienced real estate consultants to
restructure its portfolio of leasehold interests.  DJM will render
real estate advisory services to the Debtor including:

  (a) meeting to ascertain the Debtor's goals, objectives, and
      financial parameters;

  (b) negotiating the termination, assignment, or other
      disposition of leases, including preparing and implementing
      a marketing plan and assisting the Debtor at any auctions,
      if needed;

  (c) negotiating waivers or reductions of prepetition cure
      amounts and 11 U.S.C. Section 502(b)(6) claims with respect
      to leases; and

  (d) reporting periodically to the Debtor regarding the status of
      negotiations.

DJM Realty will be compensated as follows:

           (I) With respect to marketing leases for assignment,
               sale, other transfer, or termination (each a
               "Disposition"), then for each closing of a
               transaction in which any lease is sold, assigned,
               or otherwise transferred to a third party
               (including lease termination transactions with
               landlords in which the landlord pays the Debtor for
               the termination and agrees to waive cure claims in
               consideration for the termination, the sale of so-
               called "Designation Rights" and sales to purchasers
               of substantially all the equity or assets of the
               Debtor), then DJM Realty will earn a fee in a
               dollar amount equal to 4.0% of the Gross Proceeds
               of the disposition.  The term "Gross Proceeds"
               hereunder means the total amount of consideration
               paid or payable (including any cure claim amounts
               paid or waived) by the purchaser, assignee,
               designation rights purchaser, landlord, or other
               transferee.  In the event of a sale of
               substantially all the equity or assets of the
               Debtor, Gross Proceeds will mean the consideration
               allocated to the leases by the parties to the
               transaction; provided, however, DJM's fee for any
               waived or reduced cure claim will only be payable
               from the cash portion of the Gross Proceeds from
               that particular transaction; and

          (II) If the landlord agrees to reduce or waive the claim
               it could reasonably assert under Bankruptcy Code
               Section 502(b)(6) or otherwise, DJM Realty will
               receive a fee in an amount equal to the lesser of
               (i) 4.0% of the difference between a validly filed
               502(b)(6) Claim and the allowed amount of the
               502(b)(6) Claim, and (ii) 50% of what the landlord
               would have been entitled to receive in
               distributions as a general unsecured creditor of
               the Debtor on account of the difference between a
               validly filed 502(b)(6) Claim and the allowed
               amount of the 502(b)(6) Claim; provided, however,
               DJM Realty will only be paid the fee when and if a
               distribution is made to general unsecured creditors
               in the Chapter 11 case.  The term "validly filed
               502(b)(6) Claim" will mean an amount up to twelve
               months base rent and monthly recurring charges
               under the lease measured from May 1, 2012, through
               April 30, 2013, plus any amounts due under the
               lease attributable to the period prior to April 26,
               2012.

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

                         About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid will bring the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off its debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.


BETSEY JOHNSON: Court Approves Hahn & Hessen as Committee Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Betsey Johnson
LLC sought and obtained permission from the U.S. Bankruptcy Court
for the Southern District of New York to retain Hahn & Hessen LLP
as its counsel.

Hahn & Hessen will, among other things, assist the Committee in
its investigation of the acts, conduct, assets, liabilities and
financial condition of the Debtor, the operation of the Debtor's
businesses, the desirability of continuance of the businesses and
any other matters relevant to the Chapter 11 case or to the
business affairs of the Debtor for these hourly rates:

           Partners                          $625-$815
           Associates                        $270-$525
           Special Counsel & Of Counsel      $490-$615
           Paralegals                        $190-$245

Mark S. Indelicato, Esq., a member at Hahn & Hessen, attests to
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                         About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid will bring the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off its debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.


BETSEY JOHNSON: Names Marcum LLP as Accountants
--------------------------------------------------
Betsey Johnson LLC asks for permission from the U.S. Bankruptcy
Court to employ Marcum LLP as accountants.

The firm will provide these services:

   (a) ongoing audits of the Debtor's state sales and use tax
       obligations, as well as any that may be commenced during
       the course of the Debtor's chapter 11 case,

   (b) the preparation of the Debtor's state and federal tax
       returns for the years ending Dec. 31, 2011 and Dec. 31,
       2012, and

   (c) other tax related matters upon the Debtor's request.

In addition, the Debtor desires that Marcum LLP perform services
in connection with the Debtor's annual reporting requirements
under the Employee Retirement Income Security Act of 1974 for the
Betsey Johnson 401(k) Profit Sharing Plan.

Robert Spielman, a partner at Marcum LLP, attests that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm's hourly rates are:

  Professional                    Rates
  ------------                    -----
  Partners                        $450-595
  Senior Managers                 $275-450
  Supervisor                      $195-250
  Accounting Seniors              $140-195

                         About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid will bring the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off its debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.


BTA BANK: Chapter 15 Case Summary
---------------------------------
Foreign representative: Askhat Niyazbekovich Beisenbayev

Chapter 15 Debtor: BTA Bank JSC
                   fka Bank TuranAlem JSC
                   aka JSC BTA Bank
                   97 Zholdasbekov Street
                   "Samal 2" microdistrict
                   Almaty 050051
                   Republic of Kazakhstan

Chapter 15 Case No.: 12-13081

Chapter 15 Petition Date: July 16, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: James M. Peck

About the Debtor: As of May 1, 2012, BTA Bank was the third
                  largest bank in the Republic of Kazakhstan by
                  total assets with a market share of 10.9%,
                  serving approximately 710,218 retail customers,
                  73,200 small and middle business customers and
                  1,397 corporate customers, most of which reside
                  or are registered, or maintain their operations,
                  inside Kazakhstan.  As of May 1, 2012 the Bank
                  employed 5,290 people inside and 2 people
                  outside Kazakhstan.

                  In October 2009, the Bank applied to the
                  Kazakhstan Financial Court for an order to
                  commence a restructuring.  The foreign
                  representative filed a petition (Bankr. S.D.N.Y.
                  Case No. 10-10638) in Manhattan and the judge
                  granted a petition for recognition of the
                  Kazakhstan proceeding as "foreign main
                  proceeding.  The Kazakhstan proceedings were
                  closed in August 2010 after all distributions
                  were made.  The U.S. case was closed in January
                  2011.

                  Due to the bank's deteriorating financial
                  situation that began in 2011, the company was
                  forced to seek a second restructuring before the
                  Kazakhstan financial court.   The Bank made an
                  application for restructuring under the Banking
                  Law, the Civil Procedural Code and the Amending
                  Law on May 2, 2012.

Debtor's Counsel: Evan C. Hollander, Esq.
                  WHITE & CASE LLP
                  1155 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 819-8660
                  Fax: (212) 354-8113
                  E-mail: ehollander@whitecase.com

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

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


CAMBRIDGE HEART: Extends Investment Rights Termination to July 31
-----------------------------------------------------------------
Cambridge Heart, Inc., entered into an amendment no. 2 to the
Subscription Agreement and amendment no. 1 to the Additional
Investment Rights with subscribers.

On Jan. 17, 2012, the Company entered into two Subscription
Agreements pursuant to which the Company issued and sold 8%
Secured Convertible Notes due on July 17, 2013, in the aggregate
principal amount of $2,500,000 and related Warrants and Additional
Investment Rights.  The January Subscription Agreements
contemplated that the Company would offer and issue, in one or
more closings, an additional principal amount of Notes equal to up
to $1,500,000 and a corresponding amount of Warrants and
Additional Investment Rights, each on substantially the same terms
and conditions as granted or issued pursuant to the January
Subscription Agreements, for which a closing was required to be
completed on or before Feb. 28, 2012.

The Company and a Majority in Interest of the subscribers party to
the January Subscription Agreements and the February Subscription
Agreement entered into Amendment No. 1 to the Subscription
Agreements and the Security Agreement, pursuant to which the
definition of Additional Offering was amended to permit an
Additional Offering to be completed after Feb. 28, 2012, and on or
before June 30, 2012.

The Amendment extends the termination date of the Additional
Investment Rights from July 15, 2012, to July 31, 2012.  The
Amendment was approved by 65% of the holders of the outstanding
securities issued pursuant to the Subscription Agreements as
permitted therein.

As of July 13, 2012, 100,112,960 shares of the Company's common
stock were outstanding.  On an as-converted basis, the Company has
124,659,416 shares of common stock issued and outstanding,
including 100,112,960 shares of common stock issued, 4,180,602
shares issuable upon conversion of the Series C-1 Convertible
Preferred Stock and 20,365,854 shares issuable upon conversion of
the Series D Convertible Preferred Stock.

A copy of the Amendment is available for free at:

                        http://is.gd/xqghJw

                       About Cambridge Heart

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

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

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

The Company's balance sheet at March 31, 2012, showed
$2.54 million in total assets, $4.68 million in total liabilities,
$12.74 million in convertible preferred stock, and a
$14.89 million total stockholders' deficit.


CANYONS AT DEBEQUE RANCH: Files for Chapter 11 in Denver
--------------------------------------------------------
Canyons @ DeBeque Ranch, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Colo. Case No. 12-24993) in Denver on July 18.
The Debtor estimated assets of at least $10 million and debts of
up to $10 million.  According to the case docket, the Chapter 11
petition and the disclosure statement are due Nov. 15, 2012.  The
Debtor is represented by Jeffrey S. Brinen, Esq., at Kutner Miller
Brinen, P.C., serves as counsel to the Debtor.


CASELLA WASTE: Moody's Affirms 'B3' Corp. Family Rating
-------------------------------------------------------
Moody's Investors Service has raised the speculative grade
liquidity rating of Casella Waste Systems, Inc. to SGL-3 from SGL-
4. All other ratings were unaffected, including the B3 corporate
family rating. The negative rating outlook was also unaffected.

Rating Rationale

The improved speculative grade liquidity rating, denoting adequate
liquidity, reflects the company's April 27, 2012 revolving credit
facility amendment. The amendment loosened financial ratio test
thresholds and thereby restored likelihood of uninterrupted
revolver access near-term and reduced the risk of a covenant
breach.

The B3 corporate family rating and the negative rating outlook
continue in recognition of Casella's high financial leverage,
negligible free cash flow generation level and declining equity
balance-- conditions that raise credit risks and that could
persist as soft economic conditions in the U.S. constrain
prospects for robust growth of waste volumes.

The principal methodology used in rating Casella Waste Systems was
the Solid Waste Management Industry Methodology published in
Februrary 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.

Casella Waste Systems, Inc., based in Rutland, VT, is a
vertically-integrated regional solid waste services company that
provides collection, transfer, disposal and recycling services to
residential, industrial and commercial customers, primarily in the
eastern United States. Revenues for the fiscal year ended
April 30, 2012 were $481 million.


CANYONS AT DEBEQUE: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Canyons @ DeBeque Ranch, LLC
        aka Bluestone Ridge Ranch PUD
        2020 Wall Street
        Butte, MT 59701

Bankruptcy Case No.: 12-24993

Chapter 11 Petition Date: July 18, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: jsb@kutnerlaw.com

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

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

The petition was signed by Reid Rosenthal, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bluestone Ridge Ranch East, LLC       1204994          7/18/2012

Canyons @ DeBeque Ranch's List of Its 10 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Blue Stone Ditch Associates        --                       $9,910
P.O. Box 192
DeBeque, CO 81630

Vahrenwald, Johnson & McMahill     --                       $7,685
125 South Howes, Suite 1100
Fort Collins, CO 80521

Zancanella & Associates            --                       $7,419
P.O. Box 1908
1011 Grand Avenue
Glenwood Asprings, CO 81602

CRWCD                              --                       $5,832

John Roberts                       --                       $5,000

William Ellis                      --                       $5,000

Barry Baker                        --                       $5,000

Jones & Keller                     --                       $1,200

Dufford, Waldeck, Milburn & Krohn  --                         $387

WCP 1                              --                         $382


CARPENTER CONTRACTORS: To Present Plan for Confirmation Aug. 22
---------------------------------------------------------------
Carpenter Contractors of America, Inc., doing business as R & D
Thiel, et al., and CCA Midwest, Inc., will seek confirmation of
its Chapter 11 plan at a hearing on Aug. 22, 2012 at 9:30 a.m.

The deadline for sending ballots accepting or rejecting the Plan
is Aug. 8, 2012.  Confirmation objections are also due that day.

The Debtor on June 19, 2012, received approval of the explanatory
Disclosure Statement and obtained permission to begin with the
solicitation process.

The Debtors filed their Second Amended Disclosure Statement four
days prior to the June 19 hearing.  The filing was made after
First American Bank requested "mostly non-substantive" changes.
The U.S. Trustee also filed an objection, saying that releases
should not be granted to third parties, but the exculpation
provisions have been retained in the June 15 Disclosure Statement.

According to the Second Amended Disclosure Statement, payments and
distributions under the Plan will be funded by the Debtors'
current and ongoing business operations.  In addition, First
American Bank has agreed to provide the Debtors with the exit
facility in the form of a one-year $5,120,000 monitored asset
based line of credit renewable annually for three years, and a
$2,500,000 term note, repayable in 36 monthly installments.

First American will retain its liens on the collateral to secure
its allowed secured claims and will receive payments to satisfy
all obligations under the bond letters of credit and related
agreements.  Fifth Third Bank will be paid its secured claim of
$35,000 in full in 24 equal monthly installments, amortized at 8%
interest.  Other secured creditors are unimpaired under the Plan.

General unsecured creditors of Carpenter Contractors will
participate pro rata in the distribution of quarterly payments in
the amount of $50,000 for year 1 of the Plan, Plan, quarterly
payments in the amount of $50,000 for year 2 of the Plan,
quarterly payments in the amount of $75,000 for year 3 of the
Plan, and quarterly payments in the amount $125,000 for each of
years 4, 5 and 6 of the Plan.  General Unsecured Creditors of CCA
Midwest will also receive installment payments.  The holders of
unsecured claims against Carpenter and CCA are impaired.

Holders of equity interests are unimpaired and will retain their
ownership interests in the Debtors.

A copy of the Second Amended Disclosure Statement is available at:

   http://bankrupt.com/misc/Carpenter_Contractors_2nd_Amended_DS.pdf

                    About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  Carpenter Contractors disclosed $42,900,573 in assets and
$25,861,652 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.


CDC CORP: Taps Ver Ploeg to Handle Insurance Coverage Matters
-------------------------------------------------------------
CDC Corporation asks the U.S. Bankruptcy Court for the Northern
District of Georgia for permission to employ Ver Ploeg & Lumpkin,
P.A., as special counsel for insurance coverage and litigation
matters.

On April 27, 2012, an action was filed in the Supreme Court of the
State of New York, New York County, styled: Evolution Capital
Management, LLC, Evolution CDC SPV Ltd., Global Opportunities Fund
Ltd., SPV, Segregated Portfolio M, Evo China Fund and El Fund
Ltd., Plaintiffs, against CDC Software Corporation, Wong Chung
Kiu, Yip Hak Yung, Asia Pacific Online Limited, Ch'ien Kuo Fung,
Francis Kwok-Yu Au, Donald L. Novajosky, Monish Bahl, Thomas M.
Britt III, Wong Kwong Chi, and Wang Cheung Yue, Defendants.

The New York Action is brought against former employees, officers,
or directors, of the Debtor, well as CDC Software Corporation and
Asia Pacific Online, Ltd.

Each of the defendants named in the New York Action has asserted,
or may have the right to assert, a claim against the Debtor for
indemnification of any loss arising out of the New York Action.

Ver Ploeg will, among other things:

   a. review and analyze of the policies and insurance-related
      documents;

   b. advise and assist the Debtor with regard to available
      insurance coverages under the policies; and

   c. advise the Debtor as to the appropriate steps necessary to
      assert claims against the insurers under the Policies.

The Debtor has agreed to pay Ver Ploeg's its standard hourly
rates.  No compensation will be paid by the Debtor to said law
firm except upon application to and approval by the Bankruptcy
Court after notice and hearing as required by law.

To the best of the Debtor's knowledge, the Ver Ploeg & Lumpkin
firm represents no interest adverse to Debtor's estate.

                         About CDC Corp.

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corp., doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at US$100 million
to US$500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC Corp. is
represented by Troutman Sanders.  The Committee tapped Morgan
Joseph TriArtisan LLC as its financial advisor.

The stock of CDC Software Corp. was sold for $249.8 million to an
affiliate of Vista Equity Holdings.

The Debtor's Plan provides that in addition to paying creditors in
full and distributing the excess to shareholders, the plan would
allow filing lawsuits against insiders who CDC claims were behind
the motion to dismiss.  China.com filed a competing reorganization
plan.  CDC interprets the plan as giving releases of claims that
CDC's plan would prosecute instead.


CENTRAL FALLS, RI: Plan to Return Only 45% to Unsec. Creditors
--------------------------------------------------------------
The City of Central Falls, Rhode Island, on July 10, 2012, filed
with the Bankruptcy Court a Second Amended Plan For The Adjustment
Of Debts and an explanatory disclosure statement.

The Chapter 9 Plan, if confirmed, will restructure the City's debt
and its operations and put the City on a path towards fiscal
stability.  The Amended Plan also addresses and resolves the
City's obligations to employees, retirees, and vendors.  The
Amended Plan does not impair the City's bond obligations.

According to the Second Amended Disclosure Statement dated
July 10, 2012, payment to holders of general unsecured claims and
general unsecured convenience claims will be paid a distribution
from a pool totaling $600,000 during the six-year plan horizon.

The general unsecured convenience claims will be paid 35% of their
allowed claim on or prior to June 30, 2013.

Any balance remaining in FY 2013 claims pool will be added to the
FY 2014 claims pool, and the general unsecured claims will share
pro rata in the claims pool on or prior to the following payment
dates: June 30, 2014, June 30, 2015, June 30, 2016 and June 30,
2017.

In no event will the amount paid to any general unsecured creditor
exceed 45% of the Allowed Claim.  In the event there are monies
remaining in the General Unsecured Creditor's Pool on June 30,
2017, after distribution as stated herein, such monies will be
deposited in the City's Capital Fund.

"While the City regrets that it cannot pay a higher percentage,
the fact is that the City lacks the revenues to do so while
maintaining an adequate level of municipal services such as the
provision of fire and police protection and the repairing of the
City's streets," the City said in the court filing.

The Amended Plan does not alter the City's obligations towards
funds that are restricted by grants, by federal law and by Rhode
Island law; pursuant to the Tenth Amendment to the United States
Constitution and the provisions of the Bankruptcy Code that
implement the Tenth Amendment, such funds cannot be impacted in
the Bankruptcy Case.

In summary the Plan provides for these terms:

Balloting Information    Ballots have been provided with this
                         Amended Disclosure Statement to creditors
                         known to have Claims that are impaired
                         under the Amended Plan. Ballots must be
                         returned to and received by the Ballot
                         Tabulator by no later than 4:30 p.m.,
                         Eastern Standard Time, on August 3, 2012.

Ballot Tabulator         Theodore Orson, Esq.
                         Orson and Brusini Ltd.
                         144 Wayland Avenue, Providence, RI 02906.
                         Fax: (401) 861-3103
                         E-mail: torson@orsonandbrusini.com

Confirmation Hearing     A hearing regarding confirmation of the
                         Amended Plan will be held by the
                         Bankruptcy Court on Aug. 17, 2012,
                         commencing at 10:30 a.m., Eastern
                         Standard Time and continuing on
                         Aug. 20, 2012 if needed.  Objections to
                         confirmation must be filed and served by
                         no later than Aug. 3, 2012.

Administrative Claims    Paid in full, except to the extent that
                         the Holder of an Administrative Claim
                         agrees to a different treatment.

Class 1 $12,000,000
General Obligation
School Bonds Claims      Unimpaired.  The bonds are general
                         obligations of the City, and all taxable
                         property in the City is subject to ad
                         valorem taxation without limitation as to
                         rate or amount to pay the bonds and the
                         interest thereon.  Pursuant to R.I. Gen.
                         Laws Sec. 45-12-1, the bonds are secured
                         by a Rhode Island statutory lien on
                         property taxes and general fund revenues.

Class 2 $8,700,000
General Obligation
Municipal
Facility Bonds Claims.   Unimpaired.  The bonds are general
                         obligations of the City, and all taxable
                         property in the City is subject to ad
                         valorem taxation without limitation as to
                         rate or amount to pay the bonds and the
                         interest thereon.  Pursuant to R.I. Gen.
                         Laws Sec. 45-12-1, the bonds are secured
                         by a Rhode Island statutory lien on
                         property taxes and general fund revenues.

Class 3
$1,300,000 General
Obligation School
Bonds Claims             Unimpaired. The bonds are general
                         obligations of the City, and all taxable
                         property in the City is subject to ad
                         valorem taxation without limitation as to
                         rate or amount to pay the bonds and the
                         interest thereon.  Pursuant to R.I. Gen.
                         Laws Sec. 45-12-1, the bonds are secured
                         by a Rhode Island statutory lien on
                         property taxes and general fund revenues.

Class 4
$750,000
General Obligation
School Bonds             Unimpaired. The bonds are general
                         obligations of the City, and all taxable
                         property in the City is subject to ad
                         valorem taxation without limitation as to
                         rate or amount to pay the bonds and the
                         interest thereon.  Pursuant to R.I. Gen.
                         Laws Sec. 45-12-1, the bonds are secured
                         by a Rhode Island statutory lien on
                         property taxes and general fund revenues.

Class 5
$4,250,000
General Obligation
School Bonds
                         Unimpaired. The bonds are general
                         obligations of the City, and all taxable
                         property in the City is subject to ad
                         valorem taxation without limitation as to
                         rate or amount to pay the bonds and the
                         interest thereon. Pursuant to R.I. Gen.
                         Laws Sec. 45-12-1, the bonds are secured
                         by a Rhode Island statutory lien on
                         property taxes and general fund revenues.

Class 6
April 10, 2009
Lease Claim              Impaired.  On the Effective Date, the
                         term of the Rescue Lease will be extended
                         by 2 years, the annual principal payments
                         will be reduced by 50%, and the annual
                         interest rate will be reduced by 1%.

Class 7
Retiree Health
Insurance Claims         Impaired.  The Holders of these Claims
                         will have their health care benefits
                         modified in accordance with the
                         restructured health benefits schedule,
                         and will be required to pay 20% co-share
                         premium payments.

Class 8
Retiree $10,000 & Under
Pension Claims           Unimpaired.  The Holders of these Claims
                         will not have their annual pension
                         benefits reduced under the newly-designed
                         Central Falls Pension Plan.

Class 9
Retiree Reduced to
$10,000 Pension Claims   Impaired.  The Holders of these Claims
                         will have their annual pension benefits
                         reduced to $10,000 under the newly-
                         designed Central Falls Pension Plan.

Class 10
Retiree 45%
Pension Claims           Impaired.  The Holders of these Claims
                         will have their annual pension benefits
                         reduced by 55% under the newly-designed
                         Central Falls Pension Plan.

Class 11
Retiree Pension Claims   Impaired.  The Holders of these Claims
                         will have their annual pension benefits
                         reduced by less than 55% in accordance
                         with the formula as set forth under the
                         newly-designed Central Falls Pension
                         Plan.

Class 12
Retiree Accidental
Disability
Pension Claims           Impaired.  The Holders of these Claims
                         will have their accidental disability
                         retirement benefits modified in
                         accordance with the restricted benefit
                         schedule.

Class 13 Employees
Covered by the
Collective Bargaining
Agreement between
the City and R.I.
Council 94, AFSCME,
AFL-CIO Local 1627 for
Nov. 23, 2011 to
June 30, 2016            Impaired. The Holders of these Claims
                         have had their compensation, healthcare,
                         and other benefits reduced under the
                         Amended Plan.

Class 14
Employees Covered by
the CBA between
the City and the
Fraternal Order of
Police, Lodge 2 for
Nov. 23, 2011 to
June 30, 2016            Impaired. The Holders of these Claims
                         have had their compensation, health
                         benefits, retirement benefits and other
                         benefits reduced under the Amended Plan.


Class 15
Employees Covered by
the CBA between
the City and
Local 1485, Int'l Assoc.
of Fire Fighters,
AFL-CIO for
Nov. 23, 2011 to
June 30, 2016            Impaired. The Holders of these Claims
                         have had their compensation, health
                         benefits, retirement benefits and other
                         benefits reduced under the Amended Plan.

Class 16 General
Unsecured Claims         Impaired. Holders of Allowed General
                         Unsecured Claims will receive their pro
                         rata share of the $600,000 payment of the
                         full distribution to the Holders of
                         Allowed Class 17 General Unsecured
                         Convenience Claims) during the six-year
                         Amended Plan duration from the General
                         Unsecured Claims Pool after distributions
                         are made to or reserves are created for
                         the Holders of the Class 17 Convenience
                         General Unsecured Claims.  Because this
                         class of Claims will include contract and
                         lease rejection Claims which are
                         currently unliquidated, it is impossible
                         at this time to estimate the percentage
                         recovery to Holders of these Claims. The
                         recovery will not exceed 45% of the
                         amount of the Claim.

Class 17
General Unsecured
Convenience Claims of
$5,000 or less           Impaired. The Holders of these Claims
                         will receive 35% of the amount of their
                         Allowed Claim on or prior to June 30,
                         2013 in a single lump sum payment.

Class 18
Property Tax
Overpayment Claims       Unimpaired.  The Holder of these Claims
                         will have the overpayment of their
                         property taxes credited to their fiscal
                         year 2013 tax bills.

Class 19
State of
Rhode Island Claims      Impaired. The Holder of this Claim will
                         be paid in full but most of the payments
                         will be paid after the term of the plan.
                         A portion of the payments to the Holder
                         of this Claim will be paid from any
                         recovery of a Claim Recovery Trustee to
                         be appointed to recover from any judgment
                         against elected officials in the City.

Contact the Debtor's counsel at:

         Theodore Orson, Esq.
         ORSON AND BRUSINI LTD.
         144 Wayland Avenue
         Providence, RI 02906
         E-mail: torson@orsonandbrusini.com

A copy of the Second Amended Disclosure Statement is available at:

   http://bankrupt.com/misc/Central_Falls_2nd_Amended_Plan_Outline.pdf

                      About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.


CENTRAL FEDERAL: Commences Public Offering of Common Stock
----------------------------------------------------------
Central Federal Corporation, the parent company of CFBank,
commenced the public offering phase of its stock offering.

The Company seeks to raise up to $22.5 million, including a rights
offering to existing shareholders and a $4.5 million offering to a
group of standby purchasers.  The public offering will end as soon
as $22.5 million is raised, but no later than Aug. 14, 2012.

"We are pleased with the support of our current shareholders and
we look forward to working quickly toward the successful
completion of the public offering," commented Jerry F. Whitmer,
Chairman of the Board.

Persons interested in purchasing stock in the public offering may
contact the Company's information agent, ParaCap Group, LLC, at
866.719.5037.

A registration statement related to these securities has been
filed with the SEC and may be viewed on the SEC Web site
(www.sec.gov).

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

The Company's balance sheet at March 31, 2012, showed $241.44
million in total assets, $232.21 million in total liabilities and
$9.22 million in total stockholders' equity.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CHAI-NA-TA CORP: Obtains Certificate of Intent to Dissolve
----------------------------------------------------------
Chai-Na-Ta Corp. announced that pursuant to section 211 (7) of the
Canada Business Corporations Act, the Corporation has obtained a
Certificate of Intent to Dissolve from Corporations Canada dated
July 9, 2012.

The Corporation will cease to carry on business except to the
extent necessary for the liquidation. Once the liquidation of the
Corporation and the final payments to the Corporation's creditors
and the final distributions to its shareholders are completed, the
Corporation will make an application to Corporations Canada for a
Certificate of Dissolution.

                    2012 First Quarter Results

Chai-Na-Ta Corp. reported a net loss of C$293,000 on
C$2.75 million of revenue for the three months ended March 31,
2012, compared with net income of C$1.16 million on C$3.53 million
of revenue for the same period in 2011.

The Company's balance sheet at March 31, 2012, showed
C$11.41 million in total assets, C$688,000 in total liabilities,
and stockholders' equity of C$10.72 million.

"During the first quarter of 2012, the Board of Directors of the
Company instructed management to initiate a plan to liquidate the
Company subject to approval of the shareholders.  Subsequent to
the end of the reporting period, the shareholders of the Company
approved the plan to liquidate the Company.  The Company will
continue to operate while selling the remaining inventory from the
2011 harvest which is expected to be completed in the second
quarter of 2012.  As such, there is substantial doubt about the
Company's ability to continue indefinitely as a going concern."

A copy of the Corporation's Interim Condensed Consolidated
Financial Statements for the three months ended March 31, 2012, is
available for free at http://is.gd/ATCiLe

Chai-Na-Ta Corp., based in Richmond, British Columbia, farmed,
processed and distributed North American ginseng as bulk root.

The Company operates in international markets and conducts
business in Canada (bulk root farming operations and certain bulk
root sales) as well as Hong Kong and China (bulk root sales centre
in Asia).


CHINA BAK: Had $15.6 Million Net Loss in 1st Quarter
----------------------------------------------------
China BAK Battery, Inc., reported a net loss of $15.63 million on
$32.78 million of revenues for the three months ended March 31,
2012, compared with a net loss of $4.08 million on $46.71 million
of revenues for the three months ended March 31, 2011.

For the six months ended March 31, 2012, the Company reported a
net loss of $17.45 million on $104.54 million of revenues,
compared with a net loss of $7.74 million on $110.24 million of
revenues for the six months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$469.62 million in total assets, $349.46 million in total
liabilities, and stockholders' equity of $120.16 million.

"We had a working capital deficiency, accumulated deficit from
recurring net losses incurred for the current and prior periods as
at March 31, 2012, and significant short-term debt obligations
maturing in less than one year."

As reported in the TCR on Dec. 20, 2011, PKF, in Hong Kong, China,
expressed substantial doubt about China BAK's ability to continue
as a going concern, following the Company's results for the fiscal
year ended Sept. 30, 2011.  The independent auditors noted that
the Company has a working capital deficiency, accumulated deficit
from recurring net losses incurred for the current and prior years
and significant short-term debt obligations maturing in less than
one year as of Sept. 30, 2011.

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

                       http://is.gd/81ulJw

Shenzhen, P.R.C.-based China BAK Battery, Inc., is a global
manufacturer of lithium-based battery cells.  The Company produces
battery cells for OEM customers and replacement battery
manufacturers.


CIP INVESTMENT: Files for Chapter 11 in Kansas City
---------------------------------------------------
CIP Investment Properties, LLC, filed a Chapter 11 petition
(Bankr. D. Kan. Case No. 12-21952) in Kansas City on July 17,
2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debts of $10 million to
$50 million.

According to the case docket, the schedules of assets and
liabilities and the statement of financial affairs are due
July 31, 2012.  The Chapter 11 plan and the disclosure statement
are due Nov. 14.


CIP INVESTMENT: Case Summary & 18 Unsecured Creditors
-----------------------------------------------------
Debtor: CIP Investment Properties, LLC
        8200 E. Thorn Drive
        Wichita, KS 67226

Bankruptcy Case No.: 12-21952

Chapter 11 Petition Date: July 17, 2012

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Mark G. Stingley, Esq.
                  BRYAN CAVE LLP
                  3500 One Kansas City Place
                  1200 Main Street
                  Kansas City, MO 64105
                  Tel: (816) 374-3200
                  E-mail: mgstingley@bryancave.com

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

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

The petition was signed by David F. Hoff, president.

Debtor's list of its 18 largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Total Inc.                         --                     $225,133
3729 Dora
Wichita, KS 67213

Gensler                            --                      $25,851
P.O. Box 848279
Dallas, TX 75284-8279

PNB Visa                           --                      $22,897
P.O. Box 569100
Dallas, TX 75356-9100

Building Controls                  --                      $19,446

City of Wichita                    --                      $14,922

NCRI                               --                      $13,057

Alley Investments                  --                      $12,500

Eklunds Elevator                   --                      $12,400

Rheinschmidt Marble & Granite      --                      $11,992

Kansas Trane                       --                       $9,769

C&C Maintenance                    --                       $8,076

Rheinschmidt Tile & Marble         --                       $7,870

JP Weigand                         --                       $5,000

Schindler Elevator                 --                       $2,869

Early Bird Lawncare                --                       $2,253

Spangenberg Phillips               --                       $1,479

Boesen Plumb Elv                   --                       $1,403

KGE Kansas                         --                         $479


CIRCLE STAR: Elmer Reed Appointed to Board of Directors
-------------------------------------------------------
The Board of Directors of Circle Star Energy Corp. increased the
size of the Board to consist of four members and pursuant to
Article 3, Section 9 of the Bylaws of the Company, Elmer Reed was
appointed by the Board as a director of the Company, effective
July 16, 2012, to fill the vacancy.

Elmer Reed has over 41 years of oil field service & operational
experience.  Mr. Reed is currently Vice President, Executive Sales
for Select Energy Services.  Prior to joining Select Energy
Services, Mr. Reed worked in various management positions for BJ
Services Company, Newpark Drilling Fluids, and Halliburton Energy
Services where he reported directly to the President.

Mr. Reed serves on the Board of Directors of Keane Group, a
drilling and completions company, and has served as Director and
Secretary/Treasurer of the International Oilmen's Golf Association
for over 30 years.  Mr. Reed is active in IPAA and a lifetime
member of Society of Petroleum Engineers, Houston Livestock Show
and Rodeo, and Houston Farm and Ranch.  Mr. Reed is a graduate of
Texas Tech University with a BBA in Management.

                          About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas.  The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company's balance sheet at Jan. 31, 2012, showed $3.91 million
in total assets, $6.75 million in total liabilities and a $2.84
million total stockholders' deficit.

The Company said in its quarterly report for the period ended
Jan. 31, 2012, that there is substantial doubt about its ability
to continue as a going concern.  The continuation of the Company
as a going concern is dependent upon continued financial support
from the Company's shareholders, the ability of the Company to
obtain necessary financing to continue operations, and the
attainment of profitable operations.  The Company can give no
assurance that future financing will be available to it on
acceptable terms if at all or that it will attain profitability.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


CIRCUS AND ELDORADO: Court Sets Aug. 17 General Claims Bar Date
---------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada established Aug. 17, 2012, at 4 p.m., as the
deadline for any individual or entity to file proofs of claim
against Circus & Eldorado Joint Venture, et al.

The Court also set Nov. 13, at 4 p.m. as the governmental unit bar
date.

Proofs of claim must be filed by mailing, sending by messenger or
overnight courier, or hand delivering the proof of claim to:

         Circus and Eldorado Claims Processing Center
         Kurtzman Carson Consultants LLC
         2335 Alaska Avenue
         El Segundo, CA 90245

                     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.

The Plan dated June 1, 2012, pays much of its debt in cash and the
balance with new secured liens.

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.  Stutman, Treister &
Glatt Professional Corporation represents the Committee.


CLAIRE'S STORES: Completes Employee Stock Options Exchange Offer
----------------------------------------------------------------
The offer by Claire's Inc., the parent corporation of Claire's
Stores, Inc., to exchange certain performance based stock options
held by employees of the Company and its affiliates, including the
named executive officers, in each case previously granted pursuant
to the Claire's Inc. Amended and Restated Stock Incentive Plan,
for new performance based stock options of the Parent granted on a
1 for 2 basis, was completed on July 16, 2012.  The Exchange Offer
had commenced on June 15, 2012.

For every two Original Options tendered by an Eligible Employee,
that Eligible Employee received one New Option with an exercise
price of $10 per share.  Each New Option was granted pursuant to
the Plan and a grant letter.  Each New Option will vest in equal
installments on the first two anniversaries after the first to
occur of:

    (i) the date of a Qualified IPO at a price of at least $25 per
        share;

   (ii) any date following a Qualified IPO when the average stock
        price over the preceding 30 consecutive trading days
        exceeds $25; or

  (iii) any date before a Qualified IPO where more than 25% of the
        outstanding shares of the Parent are sold for cash or
        marketable consideration having a value of at least $25
        per share.

If, on or after the occurrence of an event described in (i), (ii)
or (iii), but prior to the second anniversary thereof, there
occurs a change of control of Parent, each New Option then
outstanding will immediately vest.  Under the terms of the Plan, a
"Qualified IPO" means a sale by Parent of shares in an initial
underwritten public offering registered under the Securities Act
of 1933 resulting in the listing of the shares on a nationally
recognized stock exchange, including, without limitation the
Nasdaq Stock Market, that results in any cash proceeds to Parent.
The New Options will expire on July 16, 2019.

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

                        http://is.gd/XAGDWm

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

The Company's balance sheet at April 28, 2012, showed $2.77
billion in total assets, $2.80 billion in total liabilities and a
$39.53 million stockholders' deficit.

                        Bankruptcy Warning

If the Company is unable to generate sufficient cash flow and is
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on its
indebtedness, or if the Company otherwise fail to comply with the
various covenants, including financial and operating covenants in
the instruments governing its indebtedness, the Company could be
in default under the terms of the agreements governing those
indebtedness.  In the event of that default:

      * the holders of those indebtedness may be able to cause all
        of the Company's available cash flow to be used to pay
        those indebtedness and, in any event, could elect to
        declare all the funds borrowed thereunder to be due and
        payable, together with accrued and unpaid interest;

      * the lenders under the Company's Credit Facility could
        elect to terminate their commitments thereunder, cease
        making further loans and institute foreclosure proceedings
        against the Company's assets; and

      * the Company could be forced into bankruptcy or
        liquidation.


COLORADO-FAYETTE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Weimar, Texas-based Colorado-Fayette Medical Center filed a
voluntary Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-11575)
on July 10, 2012, estimating $1 million to $10 million in assets
and debts.

Andy Behlen at The Schulenburg Sticker reports that Colorado-
Fayette Medical Center said in a press statement it would take
four to six months "to readdress the issues from the last 10 years
that have brought the hospital to this point of financial crisis."

According to the report, in April, CFMC lost $5.8 million since
2002, averaging over a half-million every year for the last
decade.

Colorado-Fayette Medical Center -- http://www.cfmctx.org/-- is a
38-bed, private nonprofit 501(c)(3), acute-care healthcare
facility serving the residents of Central Texas with a variety of
diversified healthcare services.  The primary service areas are
Colorado, Fayette, and Lavaca counties.  The Medical Center owns
and operates the Flatonia Community Clinic and the Schulenburg
Community Clinic.  It also has an in-house Rehabilitation
Department and a Home Health Agency.

Judge H. Christopher Mott presides over the case.  Lynn H. Butler,
Esq., at Brown McCarroll, LLP, represents the Debtor as counsel.
The petition was signed by Tommy Brasher, chairperson of the board
of directors.


COMPTON, CA: May Be Next in Spate Of Calif. City Bankruptcies
-------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that the cash-
strapped city of Compton is reportedly considering filing for
bankruptcy, a move that would make it the fourth California city
in recent months to opt for bankruptcy protection to manage
mounting debts.

Compton Treasurer Douglas Sanders told city council members at a
Tuesday meeting that the city, which is facing a budget shortfall
of more than $42 million, will need to decide by Aug. 1 whether
the municipality will pay its bonds, default on them or file for
bankruptcy, Bankruptcy Law360 citing a Los Angeles Times report.

The city will run out of money for paying employees on Sept. 1 at
its current cash consumption rate, according to city comptroller
Steven Ajobiewe, Reuters said.

Compton Mayor Eric J. Perrodin said he has brought charges of
"waste, fraud and abuse of public monies" to the attention of
California officials, Reuters reported.

Compton, California is a city of 93,000 people on the outskirts of
Los Angeles.


COMVERGE INC: Posts $2.7 Million Net Loss in 1st Quarter
--------------------------------------------------------
Comverge, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $2.72 million on $32.58 million of revenue for the
three months ended March 31, 2012, compared with a net loss of
$9.79 million om $18.63 million of revenue for the corresponding
period a year ago.

The Company's balance sheet at March 31, 2012, showed
$106.20 million in total assets, $70.02 million in total
liabilities, and stockholders' equity of $36.18 million.

As reported in the TCR on April 16, 2012, PricewaterhouseCoopers
LLP, in Atlanta, Georgia, expressed substantial doubt about
Comverge'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 combination of the expected
operating performance, the amount of cash flow that is expected
from operations, debt that is due in 2012, and the restrictive
debt covenants with which the Company may not comply, 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/FhePdH

Norcross, Georgia-based Comverge, Inc., is a provider of
intelligent energy management, or IEM, solutions that empower
utilities, commercial and industrial customers, and residential
consumers to use energy in a more effective and efficient manner.


CORDILLERA GOLF: Lender Says Golf Course Not Worth $33-Mil.
-----------------------------------------------------------
The Bankruptcy Court in Colorado may need to conduct proceedings
to determine the real value in dollars of The Club at Cordillera.
Alpine Bank in Vail, Colo., which is owed $12.7 million in pre-
bankruptcy debt tied with the club, is disputing the $33 million
tag placed by the club's owner and operator, Cordillera Golf Club,
LLC.

The Debtor relies on an appraisal conducted by Chrysalis Valuation
Consultants, LLC, early in June 5.  However, according to the
bank, the appraisal is not a true "as is" valuation, and
overstates the property's value as collateral.  Whatever the value
at this point, even the Debtor concedes that the value of the
property is rapidly eroding, the bank said.  Using numbers adopted
by the Debtor, the bank said the property has already lost at
least 34% of its appraised value in the last three years.

Alpine is trying to block the Debtor's request to obtain
$4.7 million in debtor-in-possession financing.  The Debtor said
it needs the money to finance the Chapter 11 proceedings pursuant
to a 52-week budget.  The proposed loan primes Alpine's interest
in the Debtor's property.  However, the Debtor said Alpine is
oversecured given the value of the property.

Alpine said it is preparing an appraisal to confirm the Debtor's
overstatement.  That appraisal is not yet completed.

                       About Cordillera Golf

Cordillera Golf Club, LLC filed for protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Case No. 12-11893) on June 26,
2012, amid lower membership rates and tensions with current
members.

The Debtor owns an exclusive 730-acre four-course golf club at the
Cordillera resort community in Edwards, Colorado.  The club is
located at the 7,000-acre Cordillera development, which has 1,087
residential lots.  Non-equity club membership is open to community
residents.  The club has three golf courses, a Dave Pelz designed
short course, five swimming pools, and tennis courts.  The
membership plan provides that there will be no more than 1,085
golf memberships and up to 100 social memberships.  Half of all
property owners within Cordillera are club members.

David A. Wilhelm, manager of CGH Manager LLC, manager, signed the
Chapter 11 petition.  Mr. Wilhelm acquired 100% interest in the
Debtor in 2009 following an arbitration that stemmed from
revelations that the then owners of the 70% interests had diverted
funds away from the Debtor's operations.

In the petition, the Debtor estimated $10 million to $50 million
in assets and debts, including secured debt of $12.7 million owed
to Alpine Bank and a $7.5 million secured claim by Mr. Wilhelm.

Delaware Bankruptcy Judge Christopher S. Sontchi presides over the
case.  Lawyers at Young, Conaway, Stargatt & Taylor and Foley &
Lardner LLP serve as the Debtor's counsel.  Omni Management Group
LLC serves as the Debtor's claims agent.

On July 16, 2012, the Delaware Court granted the request of
certain club members to transfer the venue of the case to the
Bankruptcy Court in Colorado.  The case has been endorsed to Hon.
A. Bruce Campbell in Denver (Bankr. D. Colo. Case No. 12-24882).

An official committee of unsecured creditors has been appointed in
the case.  The Committee members consist of various homeowner and
trade creditors of the Debtor.  All members have Colorado
addresses.  The Committee is represented by Munsch Hardt Kopf &
Harr, PC as counsel.

Certain homeowners also have retained separate counsel, Michael S.
Kogan, Esq., at Kogan Law Firm, APC.

Secured lender, Alpine Bank in Vail, Colo., is represented by
lawyers at Ballard Spahr LLP.


CORDILLERA GOLF: Rust Omni Beats 2 Other Claims Agent for Job
-------------------------------------------------------------
At the onset of its Chapter 11 case, Cordillera Golf Club, LLC,
sought and obtained permission from the Delaware bankruptcy court
to employ Rust Omni Consulting/Omni Bankruptcy as claims and
noticing agent.  The Debtor said that in view of the number of
possible claimants and the complexity of the business, appointment
of a claims and noticing agent is both necessary and in the best
interest of the estate and creditors.

Prior to the petition date, the club provided the firm with a
$15,000 retainer.  The firm's normal hourly rates range from $25
to $195.

The club said that prior to selecting Rust Omni, it obtained and
reviewed engagement proposals from at least two other court-
approved claims and noticing agents to ensure selection from a
competitive process.  The Debtor said that, based on the three
proposals, Rust Omni's rates are competitive and reasonable given
Rust Omni's quality of service and expertise.  The Debtor said
Rust Omni's selection as claims and noticing agent satisfies the
Court's Protocol for the Employment of Claims and Noticing Agents
Under 28 U.S.C. Sec. 156(c), dated Feb. 1, 2012.

Paul H. Deutch, executive managing director at Rust Omni, attests
that the firm neither holds nor represents any interest adverse to
the Debtor's estate and that it is a "disinterested person" as
that term is defined in 11 U.S.C. Sec. 101(14).

                       About Cordillera Golf

Cordillera Golf Club, LLC filed for protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Case No. 12-11893) on June 26,
2012, amid lower membership rates and tensions with current
members.

The Debtor owns an exclusive 730-acre four-course golf club at the
Cordillera resort community in Edwards, Colorado.  The club is
located at the 7,000-acre Cordillera development, which has 1,087
residential lots.  Non-equity club membership is open to community
residents.  The club has three golf courses, a Dave Pelz designed
short course, five swimming pools, and tennis courts.  The
membership plan provides that there will be no more than 1,085
golf memberships and up to 100 social memberships.  Half of all
property owners within Cordillera are club members.

David A. Wilhelm, manager of CGH Manager LLC, manager, signed the
Chapter 11 petition.  Mr. Wilhelm acquired 100% interest in the
Debtor in 2009 following an arbitration that stemmed from
revelations that the then owners of the 70% interests had diverted
funds away from the Debtor's operations.

In the petition, the Debtor estimated $10 million to $50 million
in assets and debts, including secured debt of $12.7 million owed
to Alpine Bank and a $7.5 million secured claim by Mr. Wilhelm.

The Debtor says the real property is valued at $33 million
pursuant to an appraisal by Chrysalis Valuation Consultants LLC
dated June 5.  Alpine Bank disputes the appraisal.

Delaware Bankruptcy Judge Christopher S. Sontchi presides over the
case.  Lawyers at Young, Conaway, Stargatt & Taylor and Foley &
Lardner LLP serve as the Debtor's counsel.  Omni Management Group
LLC serves as the Debtor's claims agent.

On July 16, 2012, the Delaware Court granted the request of
certain club members to transfer the venue of the case to the
Bankruptcy Court in Colorado.  The case has been endorsed to Hon.
A. Bruce Campbell in Denver (Bankr. D. Colo. Case No. 12-24882).

An official committee of unsecured creditors has been appointed in
the case.  The Committee members consist of various homeowner and
trade creditors of the Debtor.  All members have Colorado
addresses.  The Committee is represented by Munsch Hardt Kopf &
Harr, PC as counsel.

Certain homeowners also have retained separate counsel:

          Michael S. Kogan, Esq.
          KOGAN LAW FIRM, APC
          1901 Avenue of the Stars, Suite 1050
          Los Angeles, CA 90067
          Telephone: (310) 432-2310
          E-mail: mkogan@koganlawfirm.com

Secured lender, Alpine Bank in Vail, Colo., is represented by:

          Vincent J. Marriott, III, Esq.
          Sarah Schindler-Williams Esq.
          BALLARD SPAHR LLP
          1735 Market Street, 51st Floor
          Philadelphia, PA 19103
          Telephone: (215) 665-8500
          Facsimile: (215) 864-8999
          E-mail: marriott@ballardspahr.com
                  schindlerwilliamss@ballardspahr.com

               - and ?

          Tobey M. Daluz, Esq.
          Joshua E. Zugerman, Esq.
          BALLARD SPAHR LLP
          919 North Market Street, 11th Floor
          Wilmington, DE 19801
          Telephone: (302) 252-4465
          Facsimile: (302) 252-4466
          E-mail: daluzt@ballardspahr.com
                  zugermanj@ballardspahr.com


DANCEHALL LLC: Judge Recuses Self in Involuntary Case
-----------------------------------------------------
The involuntary Chapter 11 bankruptcy case filed against Dancehall
LLC has been reassigned to Judge Diane Davis after Judge Robert E.
Littlefield Jr. decided to recuse himself.  The case also was
transferred to another division within the Northern District of
New York but the case number remains the same.

Creditors allegedly owed in excess of $160,000 in the aggregate on
account of a prepetition loan, filed an involuntary Chapter 11
petition against Niskayuna, New York-based Dancehall, LLC (Bankr.
N.D.N.Y. Case No. 12-11696) on June 22, 2012.  The petitioning
creditors are Carl Florio, Daniel J. Hogarty, Jr., E. Stewart
Jones, Jr., Alexander Keeler, John Murray, Michael Nahl, John
Nigro, Daniel Nolan, James T. O'Hearn, and Peter E. Platt.  They
are represented by Peter A. Pastore, Esq., at McNamee, Lochner,
Titus & Williams, PC, as counsel.


DEWEY & LEBOEUF: U.S. Trustee Balks at Over $700K in Bonuses
------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that the U.S. trustee
overseeing the New York bankruptcy of Dewey & LeBoeuf LLP on
Wednesday objected to the firm's proposal to dole out up to
$700,000 in retention and incentive bonuses to its remaining 52
employees, calling it "premature" and potentially economically
unfeasible.

Bankruptcy Law360 relates that U.S. Trustee Tracy Hope Davis
objected to the motion asking the New York bankruptcy court to
authorize incentive and retention plans for the employees,
including 44 operational staff working in departments like human
resources, finance and IT.

Dewey now employs 52 people, plus managers, to bill former clients
and collect money with help from an operational staff.

Retention payments of $450,000 might not be economically feasible
and the liquidating firm hasn't provided information to support
its bonus plan, the trustee, Tracy Hope Davis, said in a filing in
U.S. Bankruptcy Court in Manhattan, according to Bloomberg News.

                     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 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.


DIGITAL GENERATION: S&P Puts 'BB-' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Irving,
Texas-based Digital Generation Inc. (including the 'BB-' corporate
credit rating) on CreditWatch with negative implications.

"Digital Generation will explore strategic alternatives to
increase shareholder value. Possible alternatives include
partnerships, business model alternatives, a sale, or other
transaction. We therefore have placed our ratings (including the
'BB-' corporate credit rating) on CreditWatch with negative
implications," S&P said.

"Digital Generation's performance in the first quarter of 2012 was
below our expectations. Quarterly revenue was 46%, including the
acquisition of MediaMind Technologies Inc. (completed the second
half of 2011). Pro forma revenues and EBITDA were about flat. For
the 12 months ended March 31, 2012, debt leverage was 3.5x, down
from 3.7x at the end of 2011. Digital Generation repaid $26.2
million of bank debt during the quarter. Liquidity is provided by
$59 million in cash and cash equivalents and short-term
investments, about $117 million of availability under its $120
million revolving credit facility, and moderate discretionary cash
flow," S&P said.

"In resolving the CreditWatch listing, we will assess the likely
credit impact of the strategic alternative chosen by Digital
Generation's board of directors," said Standard & Poor's credit
analyst Andy Liu, "and discuss with the management team their
operating and financial strategies."


DREIER LLP: Amaranth Blocks Trustee's Bid to Hire Adviser
---------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that Amaranth
Partners LLC asked a New York bankruptcy court Tuesday not to let
Dreier LLP's trustee hire a consultant who has previously advised
Amaranth to consult on an adversary suit over $28 million
allegedly transferred to Amaranth as part of Dreier's founder's
Ponzi scheme.

                 About Marc Dreier and Dreier LLP

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

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

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

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


DYNEGY INC: Seeks Extension of Exclusivity Period to Dec. 13
------------------------------------------------------------
BankruptcyData.com reports that Dynegy filed with the U.S.
Bankruptcy Court a motion to extend the exclusive period during
which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including November 13, 2012 and
December 31, 2012, respectively.

The motion explains, "At this critical juncture - with a sale
process about to commence - the Operating Debtors believe it is
imperative to maintain exclusivity to provide certainty and
comfort to potential bidders in order to maximize the probability
of a successful sale process."

The Court scheduled an August 9, 2012 hearing to consider the
motion.

                          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.


EC DEVELOPMENT: Posts $250,100 Net Loss in 1st Quarter
------------------------------------------------------
EC Development, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $250,104 on $164,985 of revenues for the
three months ended March 31, 2012, compared with a net loss of
$445,312 on $56,591 of revenues for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$5.83 million in total assets, $1.42 million in total liabilities,
and stockholders' equity of $4.41 million.

As reported in the TCR on April 11, 2012, Schulman Wolfson &
Abruzzo, LLP, in New York, New York, expressed substantial doubt
about EC Development'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
operating losses, negative working capital, no operating cash
flow and future losses are anticipated.  "The Company's plan of
operations, even if successful, may not result in cash flow
sufficient to finance and expand its business which 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/9S9aLf

Shawnee, Oklahoma-based EC Development, Inc., markets and sells,
casino-management systems in the form of a suite of cutting-edge
technology solutions under the brand name "Tahoe".


EASTMAN KODAK: Retiree Committee's Fee Cap Removed
--------------------------------------------------
Eastman Kodak Co. said it agrees to the proposed removal of cap
on fees of the retirees committee's lawyers and other advisers,
provided the services that will be rendered are necessary for the
committee to fulfill its duties under U.S. bankruptcy law.

The retirees committee proposed for removal of the fee cap so
that it could carry out its duties to approximately 56,000
retired Kodak workers.  The fee cap, the committee said, "makes
it impossible for the retirees committee to receive adequate
representation" given the magnitude of Eastman Kodak's bankruptcy
case.

The decision handed down by Judge Allan Gropper earlier this year
approved an initial monthly fee cap of $50,000 for the retiree
committee's lawyers and other bankruptcy professionals.  But it
would increase to $100,000 per month after the committee receives
a notice of Eastman Kodak's proposal to modify or terminate the
medical benefits, and $175,000 per month after it receives a
written proposal from the company.

Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Allan L. Gropper on Wednesday broadened the powers of the
official committee of retirees in Eastman Kodak Co.'s bankruptcy,
granting its request that his order approving the committee's
creation be altered to remove a fee cap and authority-limiting
language.

Judge Gropper approved the motion asking him to clarify and
reconsider his April 16 order directing the appointment of the
committee under Section 1114 of the Bankruptcy Code, Bankruptcy
Law360 says.

                      Medical Benefits Motion

Eastman Kodak in April withdrew a motion to end medical benefits
for retirees eligible for Medicare.  The move would have affected
about 16,000 retirees who stopped working after October 1991 or
who became eligible to receive long-term disability benefits after
that date.

                        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.


EASTMAN KODAK: Secured Creditors Worry Over Magnitude of Fees
-------------------------------------------------------------
The committee representing Eastman Kodak Co.'s secured debt
holders have expressed concern over the "magnitude of the fees"
sought by the company's bankruptcy professionals.

Eastman Kodak's professionals have filed applications seeking
interim approval of almost $42.3 million in fees and expenses for
the period January 19 to April 30, 2012.  Of the 16 professionals,
11 reportedly billed roughly $1 million.

Eastman Kodak's "very significant and alarming cash burn has
continued unabated throughout these cases," according to the
committee's lawyer, Michael Stamer, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York.

Mr. Stamer pointed out that Eastman Kodak and its affiliated
debtors have burned more than $40 million of cash in May alone,
and more than $165 million of cash during the first 18 weeks of
their bankruptcy cases.  He further said the "substantial fee"
requests of the Kodak professionals "are only exacerbating this
problem."

"Even more troubling is the fact that the compensation period was
a relatively uneventful period in these Chapter 11 cases," Mr.
Stamer said.  "There were no contested matters culminating in a
major trial or involving significant discovery or evidentiary
proceedings."

Eastman Kodak's legal counsel Sullivan & Cromwell LLP reportedly
sought interim approval of $11,046,720 in fees and expenses while
the turnaround firm AP Services, LLC sought approval of
$10,169,752.

                        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.


EASTMAN KODAK: Returns $482,000 to BNY Mellon
---------------------------------------------
Eastman Kodak Co. entered into an agreement, which requires the
company to return $482,000 to The Bank of New York Mellon.  The
funds were erroneously deposited into an account held by Qualex
Inc., an affiliate of Eastman Kodak, according to court papers.

The agreement was approved by the bankruptcy court on July 10.  A
full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/Kodak_StipMisdirectedTransfer.pdf

                        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.


EASTMAN KODAK: Has Deal for Payment of Retirees' Expenses
---------------------------------------------------------
Eastman Kodak Co. entered into an agreement establishing
supplemental procedures for reimbursement of expenses incurred by
members of the committee of retired Kodak workers prior to the
approval of the retention of the committee's counsel.

New York-based Sullivan & Cromwell LLP will present the agreement
on July 24 to Judge Allan Gropper of the U.S. Bankruptcy Court in
Manhattan for approval.

A full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/Kodak_StipERProcessRetirees.pdf

                        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.


ENERGY FOCUS: Had $1.9 Million Net Loss in 1st Quarter
------------------------------------------------------
Energy Focus, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.87 million on $5.30 million of revenue
for the three months ended March 31, 2012, compared with a net
loss of $2.81 million on $5.46 million of revenue for the same
period last year.

The Company's balance sheet at March 31, 2012, showed
$14.68 million in total assets, $10.17 million in total
liabilities, and stockholders' equity of $4.51 million.

As reported in the TCR on April 11, 2012, Plante & Moran, PLLC, in
Cleveland, Ohio, expressed substantial doubt about Energy Focus'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 incurred net losses of $6,055,000,
$8,517,000, and $11,015,000 during the years ended Dec. 31, 2011,
2010, and 2009.

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

                       http://is.gd/IFmnR5

Solon, Ohio-based Energy Focus, Inc., designs, develops,
manufactures, and markets energy-efficient lighting products, and
is a provider of turnkey, energy-efficient, lighting solutions in
the governmental and public sector market, general commercial
market, and the pool market.


ESSENTIAL POWER: Moody's Rates $565MM Sr. Secured Term Loan 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Essential
Power, LLC's issuance of $565 million in a senior secured term
loan due 2019 and a $100 million revolving credit facility due
2017. The outlook is stable.

Proceeds will be used to repay the existing indebtedness as well
as transaction fees and expenses.

Rating Rationale

The ratings reflect, among other things, the high proportion of
cash flow that is either contracted or hedged with creditworthy
counterparties and the rapid de-leveraging of the first lien term
facilities. The ratings also reflect the risks related to the
uncertainty of the level of capacity payments received through the
portfolio's participation in the capacity markets in PJM and ISO-
NE as well as the risks associated with the portfolio's exposure
to merchant power.

The primary factors supporting the ratings are: 1) largely stable
and predictable cash flows over the next few years due to an
existing power purchase agreement (PPA), payments from a physical
tolling arrangement, financial hedges and known capacity payments
from ISO-NE and PJM; 2) the ability to sell into the constrained
eastern region of PJM power markets and ISO-NE; and 3) structural
features that include a 100% cash sweep that allows for rapid de-
leveraging of the term loan under most scenarios. Additionally,
the projects have been in commercial operation for a number of
years with experienced management. They have tested and
commercially proven technology with good operating histories and
high availabilities. The ratings also reflect: 1) uncertainty in
the level of capacity payments during the later years of the debt
tenor; 2) some exposure to merchant market risk, and; 3) risk of
financial hedge imperfection. The project's output is not fully
contracted for the tenor of the debt, and there is pricing
uncertainty related to capacity payments (after the 2015/16
capacity auction year for PJM and ISO-NE).

This transaction represents a refinancing of the existing 1st and
2nd lien debt into a 1st lien senior secured facility. Despite the
higher level of 1st lien debt in this refinancing, the new Ba2
rating reflects Essential Power's improved financial performance,
the simplification of the debt structure, the extension of the
heat rate call option hedges to 2016, and the lower interest costs
associated with the elimination of the 2nd lien debt. At the
closing of the new 1st lien senior secured term financing, Moody's
expects to withdraw the ratings on Essential Power's existing 1st
and 2nd lien debt.

In the eastern area of PJM, Essential Power owns, through
subsidiaries, an 80% interest in the Lakewood Energy facility, a
246 MW (nameplate) dual-fueled cogeneration facility that uses ABB
11NM turbines (Essential Power's interest is 197 MW). The Ocean
Peaking and Rock Springs facilities, both of which are natural
gas-fired peaking facilities utilizing GE7FA turbines, each with
approximately 350 MW (nameplate) of capacity, make up the balance
of the PJM portfolio.

In ISO-New England, Essential Power owns and manages a collection
of oil-fired and natural gas-fired aero-derivative units (oil -
3x20MW Pratt and Whitney and gas - 2x48 GE LM6000), a dual-fueled
(oil and natural gas) steam turbine generator, and several `run-
of-the-river' hydro-electric generation facilities, which together
represent a total of 281 MW of nameplate capacity in Massachusetts
at its EPEM business unit (EPEM stands for EP Energy
Massachusetts, LLC). Essential Power also owns and manages the
Newington Energy facility, which is a 540 MW (nameplate) dual-
fueled combined-cycle facility located on the border of New
Hampshire and Maine that uses GE 7FA turbines.

Essential Power is 100% owned by a fund managed by Industry Funds
Management ("IFM"). IFM is an investment management company based
in Australia specializing in the management of private investment
products across infrastructure, listed equities, private equity
and debt. It is ultimately owned by over 30 major Australian
pension funds. IFM has US$34 billion under management across a
range of investment products, including US$10 billion of global
infrastructure investments under management.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

Essential Power, LLC (Essential Power; formerly North American
Energy Alliance, LLC) is a wholesale power generation and
marketing company. It is a special purpose entity formed by
Industry Funds Management Pty Ltd. (IFM or Sponsor) to acquire and
hold a portfolio of five power generation assets totaling 1,721 MW
located in the ISO-New England and PJM power markets. The
portfolio was acquired from Consolidated Edison Development, Inc
in 2008.


FENDER MUSICAL: S&P Puts B Corp. Credit Rating on Watch After IPO
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all ratings on Fender
Musical Instruments Corp., including the 'B' corporate credit
rating, on CreditWatch with positive implications, meaning S&P
could either raise or affirm the ratings upon completion of its
review. About $260 million of reported total debt was outstanding
at March 31, 2012.

"The CreditWatch placement follows the announcement that Fender
has commenced its initial public offering (IPO). We believe the
company will use a substantial portion of net proceeds from the
offering to repay a portion of the term loan due 2014, which will
likely result in improved credit measures," said Standard & Poor's
credit analyst Stephanie Harter.

"Currently we assess Fender's financial risk profile as 'highly
leveraged' and its business risk profile as 'weak'. We believe the
expected improvement in credit metrics following the expected term
loan reduction could result in improved credit metrics that are
within ranges for an 'aggressive' financial risk descriptor, which
includes total adjusted leverage of between 4x to 5x, and funds
from operations (FFO) to debt between 12% to 20%," S&P said.

"Key credit factors in our assessment of Fender's business risk
profile include its narrow business focus, customer concentration,
the discretionary nature of its products, and the highly
competitive musical instruments industry in which it operates,"
S&P said.

"We will resolve the CreditWatch listing upon completion of the
IPO when more information regarding the final amount of debt
reduction becomes available. Our review will include an assessment
of Fender's capital structure, financial policy, and recent and
expected operating performance," S&P said.


FIRST FINANCIAL: Posts $289,000 Net Loss in 1st Quarter
-------------------------------------------------------
First Financial Service Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $289,000 on $8.18 million of
net interest income (before provision for loan losses) for the
three months ended March 31, 2012, compared with a net loss of
$2.07 million on $8.62 million of net interest income (before
provision for loan losses) for the same period in 2011.

The Company's balance sheet at March 31, 2012, showed
$1.206 billion in total assets, $1.153 billion in total
liabilities, and stockholders' equity of $52.92 million.

"In its 2012 Consent Order with the FDIC and KDFI, the Bank agreed
to achieve and maintain a Tier 1 capital ratio of 9.0% and a total
risk-based capital ratio of 12.0% by June 30, 2012.  At March 31,
2012, we were not in compliance with the Tier 1 and total risk-
based capital requirements.  We notified the bank regulatory
agencies that the increased capital levels would not be achieved
and anticipate that the FDIC and KDFI will reevaluate our progress
toward achieving the higher capital ratios at June 30, 2012."

"The 2012 Consent Order requires that if the Bank should be unable
to reach the required capital levels by June 30, 2012, and if the
Bank is in receipt of written directions by the FDIC and KDFI,
then the Bank would within 30 days develop, adopt and implement a
written plan to sell or merge itself into another federally
insured financial institution.  The 2012 Consent Order requires
the Bank to continue to adhere to the plans implemented in
response to the 2011 Consent Order, and includes the substantive
provisions of the 2011 Consent Order."

"The Bank's Consent Order with the FDIC and KDFI requires us to
obtain the consent of the Regional Director of the FDIC and the
Commissioner of the KDFI to declare and pay cash dividends to the
Corporation.  We are also no longer allowed to accept, renew or
rollover brokered deposits (including deposits through the CDARs
program) without prior regulatory approval."

As reported in the TCR on April 9, 2012, Crowe Horwath LLP, in
Louisville, Ky., audited the Company's financial statements for
2011.  The independent auditors said that the Company has recently
incurred substantial losses, largely as a result of elevated
provisions for loan losses and other credit related costs.  "In
addition, both the Company and its bank subsidiary, First Federal
Savings Bank, are under regulatory enforcement orders issued by
their primary regulators.  First Federal Savings Bank is not in
compliance with its regulatory enforcement order which requires,
among other things, increased minimum regulatory capital ratios.
First Federal Savings Bank's continued non-compliance with its
regulatory enforcement order may result in additional adverse
regulatory action."

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

                       http://is.gd/5DVkvB

Elizabethtown, Kentucky-based First Financial Service Corporation
was incorporated in August 1989 under Kentucky law and became the
holding company for First Federal Savings Bank of Elizabethtown,
effective on June 1, 1990.  Since that date, the Corporation has
engaged in no significant activity other than holding the stock of
the Bank and directing, planning and coordinating its business
activities.


FOREST OIL: S&P Cuts Corporate Credit Rating to 'B+'; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Denver-based Forest Oil Corp. to 'B+' from 'BB-'. The
outlook is negative.

"At the same time, we lowered the issue rating on Forest's senior
secured debt to 'BB' (two notches above the corporate credit
rating) from 'BB+'. The recovery rating on this debt remains '1',
indicating our expectation of very high (90% to 100%) recovery in
the event of a default. We also lowered the issue rating on the
senior unsecured debt to 'B-' (two notches lower than the
corporate credit rating) from 'B'. The recovery rating on this
debt is '6', indicating our expectation of negligible (0% to 10%)
recovery for lenders in the event of a default," S&P said.

"The downgrade reflects our expectation that leverage will be
higher than previously thought, because of delays in asset sales
as well as lower second half production guidance," said Standard &
Poor's credit analyst Marc D. Bromberg. "We project that leverage
over the next several years will be very aggressive, at nearly
4.5x without debt paydown.' At the same time, both the CEO and COO
recently left the company (a board member is currently operating
as CEO on an interim basis), and we think that there is now more
execution uncertainty with respect to both asset sales and
operating performance."

"The company's asset monetization program has been slower than we
had thought, and recent sale proceeds have been below our
expectations. Without asset sales or joint ventures, we see
limited potential to pay down debt, given our expectation that the
company will outspend cash flows for the remainder of 2012 and in
2013. Because of the decline in oil prices, coupled with the
recent executive departures, we think that there is a risk that
asset sales could continue to underperform our previous
expectations," S&P said.

"Our rating on Forest reflects the company's 'weak' business risk
and 'aggressive' financial risk. Our assessment of the company's
business risk is based on its participation in the volatile and
capital-intensive E&P industry. Ratings also reflect its exposure
to currently weak natural-gas and its aggressive debt balances.
The ratings also reflect our assessment of Forest's 'strong'
liquidity," S&P said.

"The outlook is negative because we believe Forest could exceed
leverage of 4.5x in 2013 depending on the pace of its asset
monetization program and total proceeds. We believe there is a
degree of uncertainty with respect to its operating performance
and asset sales given the company's management changes along with
the sizeable capital allocation in the Eagle Ford, which is still
a relatively new play for the company. If we anticipate that
Forest's leverage is likely to be above 4.5x for a sustained
period, we could lower the rating to 'B'," S&P said.

"A stabilization of the rating will require asset monetization,
such that debt to EBITDA is likely to be approximately 4x for the
next year or two. Our timeframe either to lower the rating or to
revise the outlook to stable is in the next 12 months," S&P said.


GAMETECH INTERNATIONAL: James Robertson Named President & CEO
-------------------------------------------------------------
Gametech International, Inc.'s Board of Directors unanimously
voted to appoint James Robertson to serve as the Company's
President and Chief Executive Officer, effective as of July 13,
2012.

Mr. Robertson joined the Company in January 2009 as General
Counsel.  Mr. Robertson was subsequently appointed to serve as
Corporate Secretary and in July 2010 was promoted to the role of
Vice President and General Counsel and made responsible for the
direction of the legal, intellectual property, regulatory
compliance, human resources, and risk management functions of the
Company.  Mr. Robertson holds a Bachelor's Degree in Business
Administration from the University of Colorado, a Masters of
Business Administration from the University of Nevada Las Vegas,
and a Juris Doctorate from the University of Nevada Las Vegas,
William S. Boyd School of Law.  Prior to joining the Company, Mr.
Robertson worked in the legal departments of First Data
Corporation and International Game Technology.  Mr. Robertson also
serves as a member of the Company's Compliance Committee.

Upon recommendation of the Compensation Committee of the Board of
Directors of the Company, Mr. Robertson will receive an annual
base salary of $160,000 as President and Chief Executive Officer
of the Company.  Mr. Robertson's appointment as an officer of the
Company remains all times subject to all applicable regulatory
approvals and all qualification requirements of any gaming
commissions, boards or similar regulatory enforcement authorities
which the Company is subject to.

On July 13, 2012, Scott H. Shackelton resigned as the Company's
Interim President.  Mr. Shackelton will continue to serve as a
member of the Company's Board of Directors.  Mr. Shackelton will
also remain employed with the Company, and will continue to
receive compensation at his current an annual base salary of
$150,000, through a transition period ending on July 27, 2012.

                    About Gametech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) on July 2, 2012, to effect a restructuring of the
company's debt obligations.  GameTech disclosed total assets of
$27.22 million and total liabilities of $22.88 million as of
Jan. 29, 2012.  Judge Peter J. Walsh presides over the case.
Andrew E. Robinson signed the petition as senior vice president,
chief financial officer, and treasurer.

The Debtors are represented by Greenberg Traurig, LLP.  Kinetic
Advisors, LLC, serves as the Debtors' financial advisor.


GENELINK INC: Susan Hunt Succeeds John Webb as Interim CFO
----------------------------------------------------------
GeneLink, Inc., terminated the employment of John A. Webb as Chief
Financial Officer of the Company.

Effective July 13, 2012, Susan Hunt was appointed as Interim CFO
of the Company.

Ms. Hunt, 51, has served as the Corporate Controller at GeneLink,
Inc., since January 2012.  She has over 20 years of financial and
management accounting experience, including audit experience with
a major accounting firm.  Prior to joining GeneLink, Inc., she
served as a financial consultant and CPA with Robert Half
Management Resources, the Controller of Allentown Art Museum and
the Publisher of The Morning Call, a daily newspaper.

Ms. Hunt has a Master's degree in Accounting from Stetson
University and a Master's in Business Administration (magna cum
laude) from Rollins College.  She has been licensed as a CPA in
Florida since 1983.

                           About Genelink

Based in Orlando, Fla., GeneLink, Inc., is a solution provider in
the genetically customized nutritional and personal care
marketplace.

The Company's balance sheet at March 31, 2012, showed
$2.65 million in total assets, $4.12 million in total liabilities,
and a stockholders' deficit of $1.47 million.

Hancock Askew & Co., LLP, in Savannah, Georgia, expressed
substantial doubt about GeneLink'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 working capital deficit of $436,310, has incurred recurring
operating losses since inception including a loss of $3.8 million
in 2011 and had an accumulated deficit at Dec. 31, 2011, of
$24,560,315.


GUIDED THERAPEUTICS: LuViva Receives CE Mark Approval
-----------------------------------------------------
Guided Therapeutics, Inc., has received notification that CE Mark
approval has been granted for LuViva Advanced Cervical Scan, a
non-invasive device used to detect cervical disease that leads to
cancer, instantly and at the point of care.

The CE Mark is required to sell products in the 27 nations that
comprise the European Union.  There are about 146 million women
who are targeted by existing or planned cervical cancer screening
programs in EU member states, according the European Cancer
Observatory.

"The notification of CE Mark for LuViva is a significant milestone
for the company and allows us to begin our European launch later
this year, as planned," said Mark L. Faupel, Ph.D., president and
CEO of Guided Therapeutics.  "We believe that together with our
distributors, we have a tremendous opportunity to improve the
detection of cervical disease, reduce false positives and
unnecessary biopsies, and provide significant savings to
healthcare systems throughout Europe."

"Notification of the CE Mark and previously announced Health
Canada approval for LuViva further validates the product and our
ability to manufacture to the highest standards.  We expect the CE
Mark award will generate more demand for the product and open
opportunities in markets outside the EU as well.  In addition to
the more than 20 countries already covered by distribution
agreements, we plan to expand our network to additional countries
in Europe, Latin America and Asia and having the CE Mark should
accelerate those efforts," Dr. Faupel added.

The CE Mark notification is the first of two expected for LuViva.
A second CE Mark application is expected to be filed later this
year to comply with updated European medical device standards and
to include design improvements.  The company also must continue to
pass annual ISO audits of its quality system in order to maintain
the CE Mark on its products.  The company has passed two
consecutive ISO audits, the last being in January of 2012.

In addition to the CE Mark, LuViva has marketing approval from
Health Canada and remains under U.S. Food and Drug Administration
premarket approval review.  Guided Therapeutics was awarded ISO
13485 certification in January, 2011.

The study used to support LuViva's CE Mark application was the
multi-center U.S. pivotal trial, in which 1,607 women at risk for
developing cervical disease were evaluated.  In this patient
population, LuViva was able to detect cervical cancer up to two
years earlier than the Pap test, human papillomavirus (HPV) test,
colposcopy and biopsy.  LuViva detected 86.3 percent of the
cervical disease cases that had been missed by Pap, HPV tests and
biopsy.  LuViva would have reduced the number of unnecessary
biopsies by about 40 percent.  LuViva is initially intended as a
follow-up test after a positive Pap result.

                     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.


HEADLEE MANAGEMENT: Buffalo Wild Wings Outlets on Auction Block
---------------------------------------------------------------
Kaija Wilkinson at gulflive.com reports the Buffalo Wild Wings at
4101 Denny Ave., in Pascagoula, Mississippi, has closed and is up
for auction, 2-1/2 years after Headlee Management Corp., which had
a stake in it, filed  for Chapter 11 bankruptcy protection.

According to the report, Headlee Management owned various fast-
food franchises, and had ownership interest in a Buffalo Wild
Wings in Montgomery, Alabama, which is also on the auction block.

The report notes Headlee operated 11 restaurants in all, including
four KFCs in New York State and two Arby's in Connecticut.

The report says the local store has been closed for at least a
month.

The report relates the local and Montgomery stores being auctioned
by Plainview, New York-based David R. Maltz & Co. --
info@MaltzAuctions.com -- are described as "fully operating
turnkey opportunities" which together generated at least $220,000
in net income and $2.9 million in net sales in 2011.

Headlee Management Corp. operated 11 KFC restaurants and owned
interest in Buffalo Wild Wings restaurants in Kingston, Alabama,
and Mississippi.  The Company filed for Chapter 11 protection on
Dec. 8, 2009 (Bankr. S.D.N.Y. Case No. 09-38420).  Judge Cecelia
G. Morris presides over the case.  Scott S. Markowitz, Esq., at
Tarter Krinsky & Drogin LLP, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


HEMCON MEDICAL: Offers Shares for Unsecured Creditors
-----------------------------------------------------
HemCon Medical Technologies, Inc., will seek approval at a hearing
on Aug. 9, 2012, of the disclosure statement explaining its
proposed Chapter 11 Plan of Reorganization.

HemCon will begin soliciting votes on the Plan and schedule a
confirmation hearing after the Disclosure Statement is approved.

According to the Disclosure Statement, dated July 2, 2012, the
reorganized Debtor will recapitalize by raising $8 million to
$12 million in new capital.

The Debtor plans to sell between 1 million and 1.5 million shares
of Series A Preferred Stock to angel investors (including
unsecured creditors and equity security holders), and sell between
2 million and 3 million shares to private equity funds or other
institutional investors.  A total of between 3 million and 4.5
million shares is expected to be sold in the offering.

The Series A Preferred Shares will be issued at approximately
$2.50 per share.  It will have a liquidation preference of par
plus 5% per annum per share and be converted into Common Stock
when the Company conducts a public offering of its Common Stock at
a price of at least $7.50 per share.

The Company has already engaged in substantial discussions with
various parties and received a written indication of interest from
private equity.

                          Common Shares

Holders of general unsecured claims, which are impaired under the
Plan, will be issued approximately a total of $1.1 million shares
of common stock.  Common stock will be issued at the rate of one
share for each $50 of unsecured debt.

One million shares of new common stock will be reserved for
issuance under potential stock options for employees and directors
for post-Effective Date services as stock options, restricted
stock, or other stock-based grants.

HemCon is planning to increase the number of employees post-
confirmation in support of its lyophilized dried plasma product
and to a limited extent in the areas of sales force,
manufacturing, regulatory affairs, and new product development.

                    Other Claims and Interest

Each holder of an unsecured claim equal to or less than $5,000 or
who elects to reduce his unsecured claim to $5,000 will not
receive shares but will instead be paid 50% of the allowed amount
of the claim within 60 days following the later of the effective
date.

Bank of America, as administrative agent, holds a secured claim on
account of debt owed to BoA, Bank of the West and Silicon Valley
Bank.  The secured claim will be fixed at $5 million and payable
with interest from and after the Effective Date at a fixed rate
equal to 4.5% per annum with interest-only payments on a monthly
basis until the fifth anniversary of the Effective Date, at which
time the principal balance and any remaining unpaid interest will
be paid.  The claim will continue to be secured by a security
interest in Reorganized Debtor's assets of the same kind and
category and with the same priority that it held as of the
Petition Date.  The amount of debt in excess of BoA's allowed
secured claim will be treated as a general unsecured claim.

Holders of equity securities will not be entitled to any
distributions on account of their existing interests, although
they will have the opportunity to acquire Series A Preferred Stock
in Reorganized Debtor.

A copy of the Disclosure Statement is available at:

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

                 About HemCon Medical Technologies

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

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

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

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

The Official Committee of Unsecured Creditors has retained David
A. Foraker and the firm of Greene & Markley PC as counsel.


HOMEWARD RESIDENTIAL: Moody's Assigns 'B1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a first-time B1 corporate
family rating (CFR) to Homeward Residential Holdings,
Inc.(Homeward Residential) and a B1 senior secured rating to the
company's planned $300 million senior secured term loan and $75
million senior secured revolving facility; all have a stable
outlook.

Ratings Rationale

The B1 ratings reflects the company's steady financial
performance, adequate risk-adjusted returns, modest leverage
versus peers, and expected revenue diversification between its
servicing and origination businesses.

Offsetting these positive attributes is Homeward Residential's
limited franchise in the fragmented and highly competitive
residential mortgage market, start-up loan origination business
along with the company's reliance on secured and short-term
funding, which results in a high level of encumbered assets and
limits financial flexibility.

Homeward Residential is a residential mortgage originator and
servicer, headquartered in Coppell, Texas, owned by private equity
funds managed by WL Ross & Co. In November 2011, the company began
originating and selling servicing retained Fannie and Freddie
(GSE) eligible mortgages. The $300 million senior secured term
loan will be used to redeem approximately $285 million of
preferred stock and transaction expenses and the $75 million
revolver will be used for working capital and growth. In May, the
company rebranded itself and changed the name of the holding
company along with the primary operating subsidiary to Homeward
Residential Holdings, Inc and Homeward Residential, Inc. from
AHMSI Holdings, Inc. and American Home Mortgage Servicing, Inc.,
respectively.

The company's growth strategy is focused on its newly established
prime mortgage banking model of originating and selling primarily
servicing retained GSE eligible mortgage loans, akin to Provident
Funding (Ba3/stable) along with modest growth in acquiring third
party servicing rights and subservicing assignments. Moody's
believes Homeward Residential's mortgage banking model has fewer
operational risks and is a more sustainable business model versus
the company's B1 rated third-party mortgage servicing peers who
are currently experiencing explosive growth through the
acquisition and transfer of third-party bulk or corporate
servicing portfolios. None-the-less, while a number of the largest
mortgage originators are reducing their market presence,
wholesale/correspondent mortgage banking is a highly competitive,
low-margin, cyclical business.

The rating outlook is stable, reflecting Moody's expectation that
the company will be able to profitably develop its GSE mortgage
banking franchise and continue its profitable third-party
servicing business.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published March 2012.

Homeward Residential is a specialty finance company headquartered
in Coppell, Texas which services and originates residential
mortgages.


HORIZON PHARMA: Had $23.7 Million Net Loss in 1st Quarter
---------------------------------------------------------
Horizon Pharma, Inc., formerly Horizon Therapeutics, Inc., filed
its quarterly report on Form 10-Q, reporting a net loss of
$23.73 million on $2.52 million of sales for the three months
ended March 31, 2012, compared with a net loss of $7.67 million on
$1.79 million of sales for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed
$169.65 million in total assets, $87.84 million in total
liabilities, and stockholders' equity of $81.81 million.

As reported in the TCR on March 29, 2012, PricewaterhouseCoopers
LLP, in Chicago, Illinois, expressed substantial doubt about
Horizon Pharma'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 limited
commercial operating history and may not be able to comply with
certain debt covenants.

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

                       http://is.gd/pPuS4m

Horizon Pharma, Inc., headquartered in Deerfield, Illinois, is a
biopharmaceutical company that is developing and commercializing
innovative medicines to target unmet therapeutic needs in
arthritis, pain and inflammatory diseases.




HOVNANIAN ENTERPRISES: Swaps 3.8MM Class A Shares for $15MM Debt
----------------------------------------------------------------
Pursuant to agreements with bondholders dated July 12, 2012,
Hovnanian Enterprises, Inc., issued an aggregate of 3,862,671
shares of the Company's Class A common stock, par value $0.01 per
share, in exchange for an aggregate of approximately $15 million
of the Company's outstanding indebtedness, consisting of (i)
$1,000,000 aggregate principal amount of the Company's outstanding
7.5% Senior Notes due 2016, (ii) $7,775,000 aggregate principal
amount of the Company's 6.25% Senior Notes due 2016 and (iii)
$6,205,000 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 $16.46 million on
$611.29 million of total revenues for the six months ended
April 30, 2012.  The Company reported a net loss of $286.08
million for the fiscal year ended Oct. 31, 2011, compared with net
income of $2.58 million during the prior fiscal 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.

                           *     *     *

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics. In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.

Hovnanian carries a 'CCC-' credit rating from Standard & Poor's
and a 'CCC' issuer default rating from Fitch.


HOWREY LLP: Firm's Creditors Share 'Milk Case' Fee
--------------------------------------------------
The Washington Post reported that creditors of defunct firm Howrey
LLP may recover part of an expected $44.5 million contingency fee.
U.S. Bankruptcy Judge Dennis Montali has approved $48.3 million in
attorney's fees in an antitrust suit handled by former Howrey
lawyers who are now at Baker Hostetler.

The case involved the dairy industry and is referred to as "the
milk case," the newspaper reported.

The milk case resulted in a $145 million settlement between dairy
farmers, Dean Foods and dairy industry trade group Southern
Marketing Agency, according to the Post.

Allan Diamond, the bankruptcy trustee representing the Howrey
creditors, said that $44.5 million out of the total $48.3 million
approved by the judge will be split between the former Howrey
lawyers at Baker Hostetler and the Howrey bankruptcy estate.  Mr.
Diamond is "currently negotiating with Baker Hostetler management
to figure out how the money will be allocated, and they could
reach an agreement within 60 days," the Post reported Mr. Diamond
as saying.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


HOWREY LLP: Gets OK to Subpoena 70 Firms That Hired Ex-Partners
---------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Dennis Montali on Wednesday gave Howrey LLP?s bankruptcy
trustee the go-ahead to subpoena 70 law firms that hired former
Howrey partners, including Jones Day and Latham & Watkins LLP, in
order to analyze the defunct firm?s assets.

Bankruptcy Law360 relates that Judge Montali ordered the firms to
hand over documents outlining their correspondence with former
Howrey clients brought to them with former Howrey partners
regarding matters that the bankrupt firm once handled, as well as
the payments they received in relation to those matters.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June at the request of the firm.  In its schedules filed
in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


HRK HOLDINGS: Hiring Stichter Riedel as Chapter 11 Counsel
----------------------------------------------------------
HRK Holdings LLC seeks Court permission to employ the law firm
Stichter Riedel Blain & Prosser P.A. as counsel to prosecute its
Chapter 11 case.

Barbara A. Hart, Esq., an attorney at the firm, disclosed that her
firm rendered services to HRK Holdings prior to the petition date.
Immediately prior to the petition date, the firm received $70,000
from the Debtor on account of the prepetition services and as
retainer for postpetition services.

Stichter Riedel also represents HRK Industries LLC, an affiliated
entity, in its own Chapter 11 case.  Ms. Hart says the retainer
also applies to the services performed or to be performed on
behalf of HRK Industries.

Stichter Riedel represented HRK Holdings as a purchaser of real
property from the Mulberry Phosphate Company chapter 7 bankruptcy
estate, but has not continued to represent Holdings post-closing.
A former partner of the firm continued to represent Holdings after
leaving Stichter Riedel.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns real property in
Manatee County that accommodates a phosphogypsum stack system, a
portion of which is used as an alternate disposal area for the
management of dredge materials pursuant to a contract with Port
Manatee and as authorized under an administrative agreement with
the Florida Department of Environmental Protection.

HRK Holdings and its affiliate, HRK Industries, LLC, filed for
Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-09868 and
12-09869) on June 27, 2012.  Judge K. Rodney May oversees the
case.  HRK Holdings estimated both assets and debts of between
$10 million and $50 million.  The petitions were signed by William
F. Harley, III, managing member.


HRK HOLDINGS: Sec. 341 Creditors' Meeting Set for July 30
---------------------------------------------------------
The U.S. Trustee in Tampa, Florida, will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of
HRK Holdings LLC on July 30, 2012, at 9:30 a.m. at Tampa, FL (861)
- Room 100-B, Timberlake Annex, 501 E. Polk Street.

Proofs of claim are due in the Debtor's cases by Sept. 10, 2012.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns real property in
Manatee County that accommodates a phosphogypsum stack system, a
portion of which is used as an alternate disposal area for the
management of dredge materials pursuant to a contract with Port
Manatee and as authorized under an administrative agreement with
the Florida Department of Environmental Protection.

HRK Holdings and its affiliate, HRK Industries, LLC, filed for
Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-09868 and
12-09869) on June 27, 2012.  Judge K. Rodney May oversees the
case.  Barbara A. Hart, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtors.  HRK Holdings estimated
both assets and debts of between $10 million and $50 million.  The
petitions were signed by William F. Harley, III, managing member.


INDYMAC BANCORP: CEO Dismissed for SEC's Risk-Weighting Claims
--------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that U.S. District
Judge Manuel L. Real on Monday agreed to dismiss the U.S.
Securities and Exchange Commission's subprime risk-weighting
claims against the former CEO of failed mortgage lender IndyMac
Bancorp. Inc., leaving only the question of whether he should have
disclosed additional details to investors in 2008.

                       About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.  Indymac Bancorp
filed for Chapter 7 bankruptcy protection (Bankr. C.D.Calif., Case
No. 08-21752) on July 31, 2008.

At the time of the FDIC takeover, IndyMac was the third-largest
bank failure in U.S. history.  Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of  $100 million to $500 million.

Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.

IndyMac's banking operations, now known as OneWest Bank FSB, are
under the control of a new ownership group that includes hedge-
fund managers John Paulson and George Soros.


INNOVATION VENTURES: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned new ratings to Innovation
Ventures, LLC, including a B2 corporate family rating (CFR) and B2
Probability of Default Rating (PDR). Moody's rated Innovation's
proposed $400 million seven-year senior secured notes at B2. A
Speculative Grade Liquidity rating of SGL-2 was also assigned. The
rating outlook is stable. The ratings are subject to review of
final documentation. Proceeds from the notes issuance will be used
to refinance Innovation's existing credit facility and for general
corporate purposes, including capital investments in a new
manufacturing plant and distribution facility, as well as new
product development and international expansion.

The following ratings were assigned:

  Corporate Family Rating at B2

  Probability of Default rating at B2

  Rating on proposed senior secured notes at B2, LGD-4, 50%

  Speculative Grade rating at SGL-2

Outlook: Stable

Ratings Rationale

The B2 corporate family rating incorporates the company's strong
growth rate through 2011, strong profit margins and cash flow
(before dividends), popular product offering, leading market share
(although in a narrow category) and modest leverage at closing.
However, these positives are offset by material weaknesses that
include: a limited operating history, high business and risk and
susceptibility to reputational risk, narrow product offerings, an
unproven product innovation track record, weak corporate
governance and uncertainty concerning use of funding proceeds for
future growth.

The company effectively has only one product, 5-hour ENERGY(R),
which is sold in several flavors and strengths. While the
popularity of the product has been on the rise, Moody's expects
that revenue growth in existing markets will slow as the product
becomes more saturated in a greater assortment of sales channels,
while long-term sustainability of the demand also remains to be
seen. The company operates in a competitive space, with other
large consumer product companies, some with far greater resources
competing for a share of the overall energy beverage marketplace.
Moody's expects leverage to be moderate at closing, and at
approximately 1.3-1.7 times by the end of fiscal 2012. EBITA
margins are robust, and as an LLC, the company does not pay
significant taxes, although it has a history of large dividend
payouts in part to address the owners' tax liabilities.

Ratings are unlikely to be upgraded until the company's strategic
direction concerning plans to boost future growth become clear.
However, they could be upgraded if the company demonstrates
successful execution of expansion and investment plans, improves
its geographic diversification, successfully broadens its product
offering, sustains solid earnings growth and if profitability
remains healthy. Absent these accomplishments, an upgrade could
also be considered if the track record of the company as currently
configured were to continue, with sustained growth in cash flows,
steady margins and if leverage were sustained below 2 times over a
prolonged time period.

The ratings could be downgraded should the company experience
operating difficulties either related to existing operations or
challenges from trying to grow the business. Aggressive
shareholder returns, negative trends in the energy shots category,
or deterioration in cash flow and profitability such that RCF/net
debt drops below 8% or EBITA margins below 30% will also cause
ratings to be lowered.

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

Innovation Ventures, LLC, headquartered in Farmington Hills, MI is
the manufacturer and distributor of 5-hour ENERGY(R), the leading
energy shot brand in the United States. Reported 2011 net sales
were approximately $604 million.


INTERNATIONAL HOME: Court OKs Aquino Cordova as External Auditor
----------------------------------------------------------------
International Home Products, Inc., sought and obtained permission
form the U.S. Bankruptcy Court for the District of Puerto Rico to
employ Jorge Aquino Barreto and the firm of Aquino, Cordova,
Alfaro & Co., LLP, as external auditor.

The firm will, among other things:

   -- audit the financial statements for the year ending Dec. 31,
      2011, including balance sheets, statements of operations,
      retained earning and statements of cash flows; and

   -- prepare the corporate returns for the year ending Dec. 31,
      2011.

The total fee of the firm is estimated at $20,100 plus the
reimbursement of out-of-pocket expenses.  Also the total amount
pending for payment related to the audit services as of Dec. 31,
2010, is $4,952.

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

            About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


INVERSIONES ISLETA: Case Summary & 15 Unsecured Creditors
---------------------------------------------------------
Debtor: Inversiones Isleta Marina, Inc.
        aka Isleta Marina
        P.O. Box 428
        Puerto Real, PR 00740

Bankruptcy Case No.: 12-05592

Chapter 11 Petition Date: July 16, 2012

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

Debtor's Counsel: Antonio I. Hernandez Santiago, Esq.
                  ANTONIO I. HERNANDEZ SANTIAGO LAW OFFICE
                  P.O. Box 8509
                  San Juan, PR 00910-0509
                  Tel: (787) 250-0575
                  E-mail: ahernandezlaw@yahoo.com

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

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

A copy of the Company's list of its 15 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb12-05592.pdf

The petition was signed by Luis C. Trigo Vela, vice-president.


IVANHOE ENERGY: Had $10.7 Million Net Loss in 1st Quarter
---------------------------------------------------------
Ivanhoe Energy Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $10.66 million on $7.91 million of revenue
for the three months ended March 31, 2012, compared with a net
loss of $11.13 million on $8.19 million of revenue for the same
period last year.

The Company's balance sheet at March 31, 2012, showed
$448.08 million in total assets, $143.45 million in total
liabilities, and stockholders' equity of $304.63 million.

As reported in the TCR on April 16, 2012, Deloitte & Touche LLP,
in Calgary, Canada, said that as of Dec. 31, 2011, the Company had
an accumulated deficit of $298.5 million, and working capital of
$30.7 million, excluding assets held for sale and derivative
financial liabilities, and during the year ended Dec. 31, 2011,
cash used in operating activities was $26.2 million and the
Company expects to incur further losses in the development of its
business.  "These conditions indicate the existence of a material
uncertainty that casts 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/yua7PI

Vancouver, Canada-based Ivanhoe Energy Inc. is an independent
international heavy oil development and production company focused
on pursuing long term growth in its reserve base and production
using advanced technologies, including its HTL(TM) technology.
Core operations are in Canada, Ecuador, China and Mongolia, with
business development opportunities worldwide.


J2 GLOBAL: Moody's Assigns 'B1' Corp. Family Rating
---------------------------------------------------
Moody's Investors Service has assigned a first-time B1 Corporate
Family Rating (CFR) and a B1 Probability of Default Rating to j2
Global, Inc. Moody's has also assigned B1 (LGD4-56%) ratings to
the company's proposed $250 million senior unsecured notes due
2020 and a first-time Speculative Grade Liquidity (SGL) Rating of
SGL-1. The proceeds from the note offering will be used for
general corporate purposes. The outlook is stable.

Rating Actions

Issuer: j2 Global, Inc

  Assignments:

     Corporate Family Rating, Assigned B1

     Probability of Default Rating, Assigned B1

     Speculative Grade Liquidity Rating, Assigned SGL-1

     US$250M Senior Unsecured Regular Bond/Debenture, Assigned B1
(LGD4, 56%)

Rating Rationale

j2's B1 corporate family rating reflects its strong credit
metrics, market position and stable recurring revenues. The
ratings are also supported by j2's very good liquidity as
demonstrated by its large cash holdings and free cash flows. j2's
revenues are stable and predictable, with 95% of total sales from
subscriptions. The company has very low capital intensity, with
capital expenditures at approximately 3.5% of revenues. These
strengths are offset by j2's modest scale and Moody's doubts about
the long-term sustainability of internet fax, which accounts for
about 80% of revenues. The internet-fax business has "long-tail"
characteristics and is likely to gradually erode although has the
potential to sustain positive cash flows for several years.

j2 is an active acquirer, having bought 38 companies since 2000 to
consolidate market share or complement existing capabilities.
Acquisitions are key to j2's sustainability as it reinvests
retained earnings for growth. Yet, the majority of acquisitions
have been within the internet fax business (29 of 38, including
the largest, Protus).

Moody's views internet-fax as a non-strategic, commodity-type
service that is vulnerable to price competition. Internet-fax has
limited pull-through ability for sales of other telecommunications
services and, therefore, acquisitions of non-fax businesses offer
few synergies with j2's core business upon integration. Moody's
believes that j2's return on investment for acquisitions outside
of the fax segment are less accretive than buying additional fax
assets or returning cash to shareholders. Given its high market
share, j2 has few meaningful acquisition targets within the fax
business. Therefore, Moody's believes that pressure will build for
j2 to more aggressively repurchase stock.

The stable outlook is based on Moody's view that the company will
continue to produce strong free cash flow even if organic revenues
begin to decline.

The ratings for the debt instruments reflect both the overall
probability of default of j2, to which Moody's has assigned a
probability of default rating (PDR) of B1, and individual loss
given default assessments. The proposed $250 million senior
unsecured notes are rated B1 (LGD4 -- 56%), in line with the CFR
as they represent the most of the debt in the capital structure.
The company also has a $40 million senior secured revolver which
ranks above the unsecured notes and is not rated by Moodys.

Moody's expects j2 to have very good liquidity over the next
twelve months. Pro forma for the proposed note offering, Moody's
projects the company will have approximately $435 million in cash
or equivalents and an undrawn $40 million revolving credit
facility at the transaction's close. Moody's projects that j2's
cash from operations should be more than sufficient to meet its
modest capex obligations, and fund its share repurchase and
dividend programs.

While unlikely, Moody's could consider a ratings upgrade if
leverage (Moody's adjusted) were to trend towards 1.0x on a
sustainable basis, while free-cash-flow to debt remained above
20%. Downward rating pressure could develop if adjusted leverage
increases towards 3.0x or if FCF/Debt falls below 10% on a
sustainable basis, which may result from future debt-funded
acquisitions, or share buyback and dividend programs.

The principal methodology used in rating j2 Global was the Global
Telecommunications 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.

Based in Los Angeles, Ca, j2 Global, Inc is a provider of internet
fax, virutual phone systems, hosted email, email marketing, online
backup and customer relationship management services to business
customers. For last twelve month ending in March 30, 2012, j2
generated approximately $343 million in revenue.


JEDD LLC: Hiring Gullett Sanford as Bankruptcy Counsel
------------------------------------------------------
JEDD LLC seeks Court permission to employ as bankruptcy counsel:

         Thomas H. Forrester, Esq.
         G. Rhea Bucy, Esq.
         D. Hiatt Collins, Esq.
         GULLETT, SANFORD, ROBINSON & MARTIN, PLLC
         150 3rd Ave. South, Suite 1700
         Nashville, TN 37201
         Tel: (615) 244-4994
         Fax: (615) 256-6339
         E-mail: rbucy@gsrm.com
                 hcollins@gsrm.com
                 bke@gsrm.com

Within one year prior to the bankruptcy filing, the Debtor paid to
Gullett Sanford $100,000 for services rendered and to be rendered
in and in connection with the case, and agreed to pay (i)
additional amounts to the extent that the product of the hours of
legal services rendered, multiplied by the customary hourly rates
charged from time to time by the firm for comparable services
other than in a case under Title 11, exceeds $100,000; and (ii)
the amounts of all reimbursable expenses incurred by the firm in
the course of rendering such legal services.

The firm's customary hourly rates are:

          Members                    $350-$450 per hour
          Associates                 $150-$275 per hour
          Paralegals                  $90-$125 per hour

Mr. Forrester, a member of the law firm, attests that Gullett
Sanford holds no interest adverse to the estate with respect to
the matter of its engagement, and the firm is a disinterested
person as that term is defined in 11 U.S.C. Sec. 101(14).
However, Scott Derrick, a member of Gullett Sanford, is married to
Beth Roberts Derrick, the Assistant United States Trustee in the
Middle District of Tennessee.  In addition, Mr. Forrester is
married to Cynthia N. Sellers, a member of Bass, Berry & Sims,
PLC, a creditor of the Debtor.

                          About JEDD LLC

JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville,
Tennessee.  JEDD is generally in the business of developing,
marketing and selling real estate in the Big South Fork area near
Jamestown, Tennessee.  According to http://www.tnrecprop.com/JEDD
has activity and developments in Fentress County, including Flat
Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in the
Sky, Concierge Services, Hunter's Ridge, River Park and Clear
Fork.

JEDD has filed schedules disclosing $13,377,782 in total assets
and $13,694,539 in total liabilities.

Paul "Doug" Gates, a co-founder and VP of operations, signed the
Chapter 11 petition.  Mr. Gates is also the CEO of Fortune 7 Inc.,
owner and operator of three engineering firms specializing in
electrical, microwave and construction engineering.

Judge Keith M. Lundin oversees the case.  Lawyers at Gullett
Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel.


JENNE HILL: Has Plan Settlement With Wells Fargo
------------------------------------------------
Wells Fargo Bank, N.A., owed $9.763 million on a secured loan, saw
Jenne Hill Townhomes, L.L.C., filing for bankruptcy in December
shortly before the debt was scheduled to mature.

Jenne Hill Townhomes filed a proposed plan to pay off Wells Fargo
and other creditors in April.  But Wells Fargo claimed that the
Plan dated April 19, 2012, is not feasible and says that it would
get more if the case is liquidated in Chapter 7.  Following
negotiations, the parties say they have reached a settlement,
according to a July 12 court filing.

At the behest of Wells Fargo and the Debtor, the bankruptcy judge
has continued the hearing to consider confirmation of the Plan
until Aug. 18, 2012 at 9:00 a.m.

In its objection, Wells Fargo pointed out that the Plan calls for
paying all general unsecured claims within 30 days of the
Effective Date, i.e., the first business day after the
Confirmation Order becomes a final order.

In contrast, the Plan proposes 60 monthly payments on Wells
Fargo's claims, consisting of blended installments of principal
and interest at 5.5% per annum on a 25-year amortization, with all
remaining amounts due to be paid on the 61st month.

According to Wells Fargo, the interest/discount rate proposed in
the Plan is too low to render the stream of payments to Wells
Fargo to have a value at least equal to what Wells Fargo would
receive in chapter 7.  The Plan thus does not satisfy 11 U.S.C.
Sec. 1129(a)(7), says the bank.

In the joint motion seeking continuance of the July 19 hearing,
the parties said that "[t]he Debtor and Wells Fargo have resolved
the issues contained in Wells Fargo's objection, contingent on
approval by Wells Fargo's loan committee."

The bank's loan committee was scheduled to meet July 17 to
consider the settlement.

The parties said that the continuance will allow, among other
things (i) the Debtor and the bank to memorialize the compromise,
(ii) allow the Debtor to draft the necessary documents to
incorporate the compromise into the Plan, and (iii) allow the
Debtor to consult with the U.S. Trustee concerning the compromise.

The Debtor did not disclose the terms of the settlement.

Wells Fargo is represented by:

         James S. Cole, Esq.
         THE WASINGER LAW GROUP, P.C.
         1401 S. Brentwood Blvd., Suite 875
         St. Louis, MO 63144
         Tel: (314) 961-0400
         Fax: (314) 961-2726
         E-mail: jcole@wasingerlawgroup.com

                         April 19 Plan

As reported in the May 24, 2012 edition of the TCR, according to
the April 19 Disclosure Statement, payments and distributions
under the Plan will be funded by the Debtor's rental income from
the Townhome Complex.

Under the Plan, Wells Fargo is entitled to interest of $3.27% per
annum on the 2008 note and 5.25% on the 2009 note.  Wells Fargo's
secured claim of $9,607,243 will be amortized over 25 years with
interest at 5.5% per annum, which yields a monthly payment of
$58,996.

General unsecured claims in the aggregate amount of approximately
$23,203 will be paid in full in cash within 30 days of the
Effective Date of the confirmed Plan.

Freedy Spencer, David Atkins, and Russ Anderson, as members of the
Debtor, will receive their membership interest in the Debtor upon
the confirmation of the Plan.

The Debtor, as of July 19, 2012, has not filed a new plan that
incorporates the settlement with Wells Fargo.

                         About Jenne Hill

Columbia, Missouri-based Jenne Hill Townhomes, L.L.C., is a
Missouri limited liability company that owns and operates a
complex of high end townhomes in Columbia, Missouri.  The Debtor
filed for Chapter 11 bankruptcy (Bank. W.D. Mo. Case No.11-22129)
on Dec. 22, 2011.  In its schedules, the Debtor disclosed
$14,131,453 in assets and $9,743,209 in liabilities.

The petition was signed by Fredd Spencer, manager.  Judge Dennis
R. Dow presides over the case.  Bryan C. Bacon, Esq., at Van
Matre, Harrison, Hollis, and Taylor, P.C., in Columbia, Missouri,
serves as the Debtor's counsel.


JENNE HILL: Hires Cannon Blaylock & Wise as Appraiser
-----------------------------------------------------
Jenne Hill Townhomes, L.L.C., asks for permission from the U.S.
Bankruptcy Court to employ Shannon Kaiser of Cannon, Blaylock &
Wise as appraiser on behalf of the Debtor's estate.

The Debtor owns and operates a group of town homes in Columbia,
Missouri.  Wells Fargo Bank N.A. holds a perfected security
interest in the Real Estate.

The Debtor needs to value these properties in order to properly
classify Wells Fargo's claim.

The Debtor will compensate Shannon Kaiser's services at the rate
of $2,250 plus $150 per hour of her testimony as needed.

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

                     About Jenne Hill

Columbia, Missouri-based Jenne Hill Townhomes, L.L.C., is a
Missouri limited liability company that owns and operates a
complex of high end townhomes in Columbia, Missouri.  The Debtor
filed for Chapter 11 bankruptcy (Bank. W.D. Mo. Case No.11-22129)
on Dec. 22, 2011.  In its schedules, the Debtor disclosed
$14,131,453 in assets and $9,743,209 in liabilities.

The petition was signed by Fredd Spencer, manager.  Judge Dennis
R. Dow presides over the case.  Bryan C. Bacon, Esq., at Van
Matre, Harrison, Hollis, and Taylor, P.C., in Columbia, Missouri,
serves as the Debtor's counsel.


L-3 COMMS: Fitch Assigns 'BB+' Rating on Sr. Subordinated Debt
--------------------------------------------------------------
The spin-off of Engility Holdings, Inc. (Engility) completed by L-
3 Communications Corporation (L-3) is credit neutral to L-3's
Issuer Default Rating (IDR), according to Fitch Ratings.  The
Rating Outlook is Stable.  Fitch's ratings on L-3 cover
approximately $4.1 billion of outstanding debt.  L-3's existing
ratings are listed at the end of this release.

Engility was a part of L-3's Government Services segment
representing approximately $1.6 billion of estimated 2012
revenues.  Engility's business was expected to account for
approximately 8%-10% of L-3's combined EBITDA and FCF in 2012.  In
connection with the spin-off, L-3 received a one-time dividend
from Engility, resulting in net proceeds of approximately $325
million.  L-3 announced a plan to utilize a majority of the
received cash to redeem $250 million of senior subordinated notes
maturing in 2015.  The spin-off resulted in increased pro forma
leverage (Debt to EBITDA) for L-3; however, the planned redemption
somewhat mitigates the deterioration of the leverage ratio.

L-3's total debt is expected to decline to approximately $3.9
billion following the redemption of the senior subordinated notes.
The repayment of the notes will continue the company's shift away
from senior subordinated debt in its capital structure.  The
senior subordinated ratings remain one notch below L-3's IDR and
senior unsecured debt due to contractual subordination.

After giving effect to the planed redemption of the notes, Fitch
estimates L-3's leverage to be in the 2.2 times (x) to 2.3x range
at the end of 2012, up from 2.1x as of Dec. 31, 2011.  Despite a
slight deterioration in the company's leverage, its credit profile
is still solid for the existing 'BBB-' rating.

Key factors that support the ratings include L-3's solid credit
metrics, liquidity position, and Fitch's expectation of steady
operating margins and substantial free cash flow (FCF; cash from
operations less capital expenditures and dividends) which totaled
$1 billion for the last 12 months (LTM) ended March 30, 2012.
Other positive factors include L-3's diverse portfolio of products
and services that are in line with the Department of Defense (DoD)
requirements and a balanced contract mix.  Additionally, some
concerns about exposure to declining DoD supplemental budgets were
lessened with the spin-off of Engility.

Fitch's concerns include L-3's cash deployment strategy, which
includes a focus on acquisitions and share repurchases, U.S.
government budget deficits and the impact on defense spending
after fiscal year (FY) 2012.  Fitch's other concerns include the
underfunded pension position totaling $967 million (64% funded
status) as of Dec. 31, 2011, all of which stayed with L-3 after
the spin-off.  The longer-term outlook for supplemental DoD
budgets related to operations in Iraq and Afghanistan remains a
modest concern but is lessened by the related revenues that were
part of the spin-off.

The company's liquidity as of March 30, 2012 was $1.5 billion,
consisting of $996 million of credit facility availability
(expiring in Feb. 2017) and $493 million in cash and short-term
investments.  The company has no debt maturities through 2014.
The next material debt maturity is $500 million in 2015, of which
$250 million will be redeemed in connection with the spin-off of
Engility.

L-3 has generated strong FCF through strong operating performance,
working capital management, and acquisitions. In the LTM ending
March 30, 2012, the company generated $1 billion of FCF.  L-3
reported $1.1 billion FCF in 2011, 2010 and 2009.  L-3's FCF
benefits from low capital expenditures as a percentage of sales;
it has averaged 1.3% of sales between 2008 and 2011.  Fitch
expects 2012 FCF to decline to approximately $800 to $900 million
mostly driven by the spin-off of Engility.

L-3's rating and Outlook incorporate Fitch's expectations of
small- to medium-sized acquisitions and meaningful cash deployment
toward shareholders.  In the first three months of 2012, L-3
deployed $205 million towards acquisitions, $138 million for share
repurchases and $49 million in dividend payments.  Fitch expects
to see approximately $1 billion and $180 million spent on share
repurchases and dividends in 2012, respectively.  Over the past
four years, L-3 contributed $591 million to its pension plans,
with $176 million contributed in 2011.  The company expects to
contribute approximately $173 million to its pension plans in
2012.

U.S. government spending trends are key drivers of L-3's financial
performance given that the company generates most of its revenues
(82% in 2011) from the U.S. government, with the bulk (75%) coming
from the Department of Defense (DoD).

U.S. defense spending has been on an upward trend for more than a
decade, but the FY2012 and FY2013 budgets represent a turning
point, with spending beginning to turn down in FY2013, even
excluding war spending, although from very high levels.  The
FY2012 DOD base budget is up less than one percent compared to
FY2011, and the requested base budget for FY2013 is down 1% to
$525 billion. FY2013 modernization spending (procurement plus
R&D), the most relevant part of the budget for defense
contractors, is down 4%, the third consecutive annual decline by
Fitch's calculations.  The overhang of potential automatic cuts
beginning in early 2013 related to the 'sequestration' situation,
as well as the presidential election, add to the uncertainty faced
by defense contractors in the current environment.  The U.S.
defense outlook will be uncertain and volatile over the next one
to two years, and program details will be needed to evaluate the
full effect on L-3's credit profile.

Fitch currently rates L-3 as follows:

L-3 Communications Holdings, Inc.

  -- IDR 'BBB-';
  -- Contingent convertible subordinated notes 'BB+'.

L-3 Communications Corporation

  -- IDR 'BBB-';
  -- Senior unsecured notes 'BBB-';
  -- Senior unsecured revolving credit facility 'BBB-';
  -- Senior subordinated debt 'BB+'.


LEVEL 3: Moody's Rates New $300MM Senior Unsecured Notes 'Caa2'
---------------------------------------------------------------
Moody's Investors Service rated Level 3 Communications, Inc.'s
new $300 million, 7-year, senior unsecured notes, Caa2. Level 3's
corporate family and probability of default ratings remain
unchanged at B3 and were affirmed as was its SGL-1 speculative
grade liquidity rating. All instrument ratings were also affirmed
at their existing levels and the ratings outlook remains stable.

Moody's interprets the new notes as a replacement for the
company's 15% convertible senior notes which mature in 2013.
While, at $300 million, the new notes issue is somewhat larger
than the $172 million remaining balance of convertible notes, the
incremental amount is less than 1% of the company's $10.1 billion
of Moody's adjusted debt and does not materially affect leverage.
Indeed, by deferring a debt maturity and modestly augmenting the
company's $748 million cash position (at 31 March, 2012), the
transaction has some positive features.

The following summarizes the rating action as well as Level 3's
ratings:

Assignments:

    Senior Unsecured Bond/Debenture, Caa2 (LGD6, 92%)

Affirmations:

Issuer: Level 3 Communications, Inc.

     Corporate Family Rating, B3

     Probability of Default Rating, B3

     Speculative Grade Liquidity Rating, SGL-1

     Outlook, Stable

    Senior Unsecured Bond/Debenture, Caa2 (LGD6, 92%)

Issuer: Level 3 Financing, Inc.

    Senior Secured Bank Credit Facility, Ba3 (LGD2, 11%)

    Senior Unsecured Regular Bond/Debenture (including debts
issued by Level 3 Escrow, Inc. that have been assumed by Level 3
Financing, Inc.), B3 (LGD4, 58%)

Ratings Rationale

Level 3 has a reasonable business proposition as a facilities-
based provider of optical, Internet protocol telecommunications
infrastructure and services, however, owing to excess transport
capacity, margins are relatively weak and, with the interest carry
on the company's sizeable debt burden, there has been little
capacity to amortize debt. The company's B3 ratings are based on
expectations that net synergies from the recently closed
acquisition of Global Crossing Ltd. will reduce expenses
sufficiently such that Level 3 will be modestly cash flow positive
(on a sustained basis) by late 2013. The rating is also based on
the expectation that there is sufficient liquidity to continue to
fund investments in synergy-related initiative, and that the
company's improving credit profile facilitates repayment and/or
roll-over of 2013 and 2014 debt maturities.

Rating Outlook

The stable ratings outlook is premised on net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.

What Could Change the Rating - Up

As the existing B3 ratings anticipate the benefit of future
performance, it is unlikely that the rating would be upgraded over
the near term. Once execution risks are substantially addressed
and presuming solid industry conditions and solid liquidity
arrangements, in the event that Debt/EBITDA declines towards 5.0x
and (RCF-CapEx)/Debt advances beyond 5% (in both cases, inclusive
of Moody's adjustments and on a sustainable basis), positive
ratings actions may be warranted.

What Could Change the Rating - Down

Whether the result of execution mis-steps or adverse industry
conditions, should it appear that the company is not cash flow
self-sufficient, or in the event of significant debt-financed
acquisition activity, negative ratings activity may be considered.

The principal methodology used in rating Level 3 Communications
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.


LEVEL 3: S&P Rates $300 Million Senior Notes 'CCC'
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating and '6' recovery rating to Broomfield, Colo.-based Level 3
Communications, Inc.'s (Level 3) $300 million senior notes due
2019. "The '6' recovery rating on these unsecured notes reflects
our expectation of negligible (0% to 10%) recovery of principal in
the event of a default. The notes will be sold under Rule 144A
with registration rights, with proceeds for general corporate
purposes which may include debt refinancing. Other ratings on
Level 3 and subsidiaries, including the 'B-' corporate credit
rating and the positive outlook, are not affected by the new
notes," S&P said.

"Level 3 is facilities-based, global integrated provider of a
range of communications services including voice, data, and
broadband on its extensive long-haul and metropolitan fiber
networks. The company's October 2011 $3 billion acquisition of
Global Crossing Ltd. expanded its footprint, especially in Latin
America. The positive outlook cites the potential for a one-notch
upgrade if Level 3 demonstrates that it is successfully
integrating Global Crossing and, further, is on track to realize
at least the bulk of what the company projects to ultimately be
$300 million in annual operating synergies," S&P said.

RATINGS LIST

Level 3 Communications Inc.
Corporate Credit Rating     B-/Stable/--

New Ratings

Level 3 Communications Inc.
Senior Unsecured
  $300 mil nts due 2019      CCC
   Recovery Rating           6


LIBERTY HARBOR: Pays $22 Million to Settle Condemnation Row
-----------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports a judge overseeing
the Chapter 11 of Liberty Harbor Holding LLC and its affiliates,
the Jersey City, N.J., development companies with about $370
million in waterfront area properties, on Monday approved a $22.4
million, condemnation-related settlement the debtors said resolves
the last major issue impeding their redevelopment work.

                        About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Liberty, as
of April 16, 2012, had total assets of $350.08 million, comprising
of $350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.  The Debtor's real property
consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70,
69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).

Judge Novalyn L. Winfield presides over the case.  The petition
was signed by Peter Mocco, managing member.


LIGHTSQUARED INC: Judge to Approve $51.4-Mil. DIP Loan
------------------------------------------------------
Carla Main, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that LightSquared Inc.'s
bankruptcy judge is prepared to approve a loan of as much as
$51.4 million that will allow Philip A. Falcone's bankrupt
wireless broadband venture to operate while under court protection
from creditors.

According to the report, U.S. Bankruptcy Judge Shelley Chapman in
Manhattan said July 17 she would review changes to the loan and
was prepared to approve an agreement allowing the company to
borrow $30.6 million immediately.  The loan, to LightSquared
affiliate One Dot Six Corp., was modified since initial terms were
proposed last month, Matthew Barr, a lawyer for the company, told
Judge Chapman in court.  An initial amount of $30 million was
increased to $41.4 million, and the company will have the option
to borrow $10 million more under certain conditions, Mr. Barr
said.

The report relates that the debtor-in-possession loan would be
until November.  The money would be used for lease payments and
building projects, Mr. Barr told Judge Chapman.  U.S. Bank NA, an
agent to pre-bankruptcy lenders already owed $322.3 million by the
company's "Inc." unit, will serve as an agent to the new loan.
One Dot Six is among LightSquared affiliates, known as the "Inc.
obligors," which need funding to operate in bankruptcy.

Another group of "LP" affiliates is using cash set aside as
collateral.  The group of LP lenders includes Capital Research &
Management Co., Appaloosa Management LP and Fortress Investment
Group LLC.

The report notes that lenders owning $1.1 billion of debt in the
LP unit said in court papers that while they didn't object to the
new loan, it may trigger a default and LightSquared Inc. might be
unable to pay legal, administrative and other reorganization
costs.  The loan allocates $56 million in reorganization expenses
to the LP unit and only $12 million to the Inc. unit, the group
said in objections filed to the original agreement.  The
allocation is inconsistent with the company's view that all of its
estates "are wildly solvent," the lenders said.

Joseph Checkler at Dow Jones Newswires reports Mr. Barr said $23
million of the loan must be used to make payments on the company's
lease of wireless spectrum.  The rest will be used to build out
its wireless network, pay professional fees associated with its
bankruptcy and for "general corporate purposes."  Mr. Barr said
the next $10.8 million of the loan is earmarked for use starting
early next year, with a final $10 million available to the company
only at the lenders' discretion.

Dow Jones, citing a court filing on July 13, relates that
including professional fees related to the Chapter 11 proceeding,
the company has lost $81.7 million from the start of its case
until the end of June.  More than half of that is related to
interest expenses.

                  Latham & Watkins Hiring Approved

Dow Jones also reports Judge Chapman approved LightSquared's use
of a special team of attorneys to work on matters involving the
Federal Communications Commission.  Earlier this year, the FCC
blocked the company from using a 4G wireless network in a blow
that ultimately helped force the bankruptcy filing.  Latham &
Watkins LLP will represent the company in its pursuit of FCC
approval to use wireless spectrum.

Despite the fact that Latham had already been approved as an
"ordinary-course" professional firm in the case, the FCC duties
will likely push Latham's fees above the $500,000 cap set for each
firm during the Chapter 11 case, Dow Jones quotes LightSquared as
saying.

Dow Jones says Latham & Watkins's duties would include
representing LightSquared in its fight over the FCC's suspension
of its network use, as well as in rule-making proceedings in which
the FCC is contemplating opening up more wireless spectrum for
companies such as LightSquared.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LUCID INC: Had $3.4 Million Net Loss in First Quarter
-----------------------------------------------------
Lucid, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $3.38 million on $317,809 of total revenue for the
three months ended March 31, 2012, compared with a net loss of
$1.93 million on $735,366 of total revenue for the same period in
2011.

The Company's balance sheet at March 31, 2012, showed
$2.82 million in total assets, $5.91 million in total liabilities,
and a stockholders' deficit of $3.09 million.

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Rochester, New York, expressed substantial doubt about Lucid's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.

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

                       http://is.gd/YKGibv

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.


MAIN STREET: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Main Street Diagnostic Center, LLC
        dba Mingus Center For Psychiatric Services
            Rio De Esperanza
        c/o Luft
        8319 E. Mustang Trail
        Scottsdale, AZ 85258

Bankruptcy Case No.: 12-15881

Chapter 11 Petition Date: July 16, 2012

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

Judge: Redfield T. Baum PCT Sr.

Debtor's Counsel: James F. Kahn, Esq.
                  JAMES F. KAHN, P.C.
                  301 E. Bethany Home Road, #C-195
                  Phoenix, AZ 85012
                  Tel: (602) 266-1717
                  Fax: (602) 266-2484
                  E-mail: james.kahn@azbar.org

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

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

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

The petition was signed by Frederick A. Luft, III, manager.


MEDIA GENERAL: Incurs $146.3 Million Net Loss in 2nd Quarter
------------------------------------------------------------
Media General, Inc., reported a net loss of $146.29 million on
$84.11 million of total revenues for the 13 weeks ending June 24,
2012, compared with a net loss of $15.38 million on $71.72 million
of total revenues for the 13 weeks ending June 26, 2011.

The Company reported a net loss of $180.72 million on $159.23
million of total revenues for the 36 weeks ending June 24, 2012,
compared with a net loss of $41.18 million on $139.01 million of
total revenues for the 36 weeks ending June 26, 2011.

The Company's balance sheet at June 24, 2012, showed
$923.41 million in total assets, $1.05 billion in total
liabilities, and a $129.26 million stockholders' deficit.

Marshall N. Morton, president and chief executive officer of Media
General, said, "We are very pleased with our new focus as a TV
broadcaster.  Our year-over-year operating improvement was driven
by a 17.1% increase in Broadcast revenues.  Strong Political
revenues were generated by the presidential campaigns, Super PACs,
the Massachusetts Senate race, and congressional primaries in
Virginia and South Carolina.  Core time sales, excluding Political
revenues, increased 3.9% overall, mostly driven by higher
automotive category spending.  Retransmission fees increased 80%
as a result of contract renewals that reflected competitive market
rates.  Media General's stations are by and large the number one
or two station in their markets.  Top-rated newscasts attract
Political advertising and our stations have done an excellent job
capitalizing on the event-driven revenue opportunities of this
year."

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

                        http://is.gd/l5I5Ev

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company reported a net loss of $74.32 million for the fiscal
year ended Dec. 25, 2011, a net loss of $22.64 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million
for the fiscal year ended Dec. 27, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

According to the May 23, 2012 edition of the TCR, Standard &
Poor's Ratings Services placed its 'CCC+' corporate credit rating
on Media General, along with its 'CCC+' issue-level rating on the
company's senior secured notes, on CreditWatch with positive
implications.

"The CreditWatch placement is based on Media General's agreement
to sell the majority of its newspaper assets to BH Media Group, a
subsidiary of Berkshire Hathaway Inc.  The CreditWatch also
reflects the announcement that the company will refinance its
existing bank debt due in March 2013. It expects to close the
refinancing transaction next week and the newspaper sale by June
25, 2012," S&P said.


MF GLOBAL: CFTC Files General Creditor Claim
--------------------------------------------
The Commodity Futures Trading Commission last month filed a
general creditor claim in the liquidation of MF Global, Inc.  In a
statement on June 1, the Commission said it took this action in
relation to the Division of Enforcement's ongoing investigation
related to the failure of MF Global.  If that investigation
results in an enforcement action against MF Global., the
Commission could pursue a restitution award for the benefit of
commodity customers, which in turn could be the basis for a
Commission claim as a general creditor against the MF Global.
estate.  The Commission's claim as a general creditor would not
have priority over customer claims.  It has been filed solely to
preserve all possible options for recovering funds for the benefit
of commodity customers.

According to Bill Rochelle, bankruptcy columnist at Bloomberg
News, the commission said the claim is an offshoot of the
investigation into MF Global's demise and the $1.6 billion
shortfall in customer property that should have been segregated.

                          About MF Global

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

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

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

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Capstone Advisory Group LLC
as financial advisor.

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

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

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

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Trial on $700MM Claim vs. KPMG Set for 2013
------------------------------------------------------
A bid by MF Global Holdings Ltd.'s brokerage unit bankruptcy
trustee to recover about $700 million in disputed assets will be
determined in a London trial set for April 2013, according to a
statement from the trustee's office, Karin Matussek of Bloomberg
News reported.

"It is crucial that this intellectual dispute over how property
was or should have been handled be urgently resolved" so customers
can get the money they're owed, James Giddens, trustee for the
liquidation of New York-based MF Global Inc., said in an e-mailed
statement after a scheduling hearing, Bloomberg quoted.

Mr. Giddens sued KPMG LLP, the U.K. unit's administrator, over MF
Global customer funds held in London, saying they should have
been protected and belong to American clients, Bloomberg related.
KPMG said it wasn't customer money and should be treated as a
creditors' claim, the report pointed out.

Bloomberg said legal disputes between those winding up MF Global's
British and American entities have tied up about $1.1 billion of
clients' and creditors' money, which can't be returned until
courts decide who controls the assets.

The trustee of MF Global's parent company, Louis Freeh, has also
filed a London lawsuit against KPMG seeking about $400 million
from internal repurchase agreements used to move money around the
company, Bloomberg pointed out.

                          About MF Global

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

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

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

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Capstone Advisory Group LLC
as financial advisor.

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

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

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

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Holdings Amends Schedules of Assets & Debts
------------------------------------------------------
MF Global Holdings Ltd. filed with the Court amended schedules of
assets and liabilities, to correct:

* total of Schedule B.16 Accounts Receivable to $2,076,091,495,
   a copy of which is available for free at:

      http://bankrupt.com/misc/MFGHAmB16AcctsReceivable.pdf

* total of affiliate payables under Section F to $138,501,895, a
   copy of which is available for free at:

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

Accordingly, the Debtor's total scheduled assets now totaled from
$3,528,400,554 to $3,715,881,866, and total scheduled liabilities
from $3,715,881,866 to $3,716,015,128.

In the original schedules, the Debtor disclosed:

A. Real Property                                             $0

B. Personal Property
B.1 Cash on hand                                              0
B.2 Bank Accounts
    JP Morgan Northeast Market
     Business Checking Acct. No. 7978                   356,201
     Stock Benefit Account No. 8737                   1,308,819
B.9 Interests in insurance policies                Undetermined
    See http://bankrupt.com/misc/MFGHB9InsurancePolicies.pdf
B.13 Stock and interests
     MF Global Finance Europe Limited
     - Investment in 100% Owned Subsidiary         Undetermined
     MF Global Futures Trust Co. Limited
     - Investment in 66.67% Owned Subsidiary       Undetermined
     MF Global Holdings Europe Limited
     - Investment in 100% Owned Subsidiary         Undetermined
     MF Global Holdings Overseas Limited
     - Investment in 100% Owned Subsidiary         Undetermined
     MF Global Holdings USA Inc
     - Investment In 100% Owned Subsidiary         Undetermined
     MF Global Intellectual Properties KFT
     - Investment In 100% Owned Subsidiary         Undetermined
     MF Global Special Investor LLC
     - Investment In 100% Owned Subsidiary         Undetermined
     MFG Assurance Company Limited
     - Investment In 100% Owned Subsidiary         Undetermined

B.14 Interests in partnerships or joint ventures              0
B.15 Government and corporate bonds               1,384,100,222
     See http://bankrupt.com/misc/MFGHB15GovtBonds.pdf
B.16 Accounts receivable
     General Receivable
      Singapore Withholding Tax                         363,314
      Chicago Mercantile Exchange Advertising Rebate     75,000
      Employee T&E Advances                               8,813
     Affiliate Receivable
      MF Global Finance USA Inc.                  1,887,951,470
      MF Global Inc.                                 53,717,281
      MF Global Holdings Overseas Limited            49,654,244
      MF Global Holdings USA Inc.                    22,191,191
      MF Global Intellectual Properties KFT          20,416,582
      MF Global Finance Europe Limited               34,536,033
      MF Global UK Limited                            3,644,691
      MF Global Australia Limited                       726,225
      MF Global SIFY Securities India Private Limited   695,196
      MF Global Canada Co.                              676,048
      MF Global Hong Kong Limited                       403,525
      MF Global FXA Securities Limited                  227,064
      MF Global Securities Australia Limited            139,627
      MF Global Securities Australia Limited            139,627
      MF Global Holdings HK Limited                     114,902
      MF Global Overseas Limited                         87,500
      MF Global Holdings Europe Limited                  87,500
      MF Global FX Clear LLC                             76,805
      MF Global Mauritius Private Limited                55,443
      MF Global India Private Limited                    51,246
      MF Global Investment Management LLC                20,063
      MF Global Middle East DMCC                         20,046
      MF Global FX LLC                                    7,000
      MF Global Holdings (Switzerland) Limited            6,938
      MF Global Commodities India Private Limited         4,337
      MF Global Clearing Services Limited                   136
B.21 Other contingent and unliquidated claims
     Internal Revenue Service                      Undetermined
B.22 Patents, Copyrights and Other Intellectual Property
     Trade marks, trade names and related
      intellectual property                        Undetermined
B.28 Office equipment, furnishings, and supplies
     Software - internal                             51,146,121
     Equipment                                        2,086,553
     Software - external                                258,471
     Furniture                                           32,347
B.35 Other personal property
     Prepaid - insurance                             11,977,889
     Prepaid - general                                1,175,357
     Prepaid - market data services                         337

   TOTAL SCHEDULED ASSETS                        $3,528,400,554

C. Property Claimed as Exempt                               N/A

D. Creditors Holding Secured Claims
   MF Global Inc. Repurchasing Financing         $1,362,498,596
    Associated with Fixed Income Securities

E. Creditors Holding Unsecured Priority Claims
   Bankruptcy Administrator Delaware Division
    of Revenue                                     Undetermined
   Internal Revenue Service                        Undetermined
   New York State Department of Taxation and
    Finance                                        Undetermined

F. Creditors Holding Unsecured Nonpriority Claims
   Affiliate Payables                               138,368,633
   See http://bankrupt.com/misc/MFGHSchedF1AffiliatePayables.pdf

   Debt                                           2,201,489,899
   See http://bankrupt.com/misc/MFGHSchedF2Debt.pdf

   Director Fees                                         87,321
   See http://bankrupt.com/misc/MFGHSchedF3DirectorFees.pdf

   Dividend Payables                                  5,005,528
   See http://bankrupt.com/misc/MFGHSchedF4Dividends.pdf

   Guarantees                                      Undetermined
   See http://bankrupt.com/misc/MFGHSchedF5Guarantees.pdf

   Litigation                                      Undetermined
   See http://bankrupt.com/misc/MFGHSchedF6Litigation.pdf

   Vendor and Other Payables                          8,431,888
   See http://bankrupt.com/misc/MFGHSchedF7VendorPayables.pdf

   TOTAL SCHEDULED LIABILITIES                   $3,715,881,866

                          About MF Global

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

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

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

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Capstone Advisory Group LLC
as financial advisor.

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

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

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

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Finance USA's Schedules of Assets & Debts
----------------------------------------------------
MF Global Finance USA Inc. filed with the Court its schedules of
assets and liabilities disclosing $5,856,971,570 in total assets
and $6,991,881,356 in total liabilities.  The Debtor also
disclosed that it has $1,986,848,635 in accounts receivable, a
list of which is available for free at:

          http://bankrupt.com/misc/MFGFinanceUSA_B16.pdf

The Debtor's liabilities are composed of secured claims totaling
$3,909,203,645, unsecured non-priority claims from affiliate
payables totaling $1,908,109,820 and unsecured non-priority
claims from JP Morgan Chase debt totaling $1,174,567,891.

A list of the Debtor's executory contracts and unexpired leases
is available for free at:

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

The Debtor also reported income from the operation of its
business, classified as gross revenues, during the two years
immediately preceding the Petition Date:

        Income                     Period
        ------                     ------
        $21,325,300         04/01/11 to 10/31/11
        $26,702,332         04/01/10 to 03/31/11
        $31,793,446         04/01/09 to 03/31/10

MF Global Chief Financial Officer Henri J. Steenkamp disclosed
that the Debtor made payments to various creditors within 90 days
immediately before the Petition Date, a schedule of which is
available for free at:

           http://bankrupt.com/misc/MFGFinanceSofA3b.pdf

The Debtor made payments within one year immediately preceding
the Petition Date to or for the benefit of creditors who are or
were insiders, a schedule of which is available for free at:

          http://bankrupt.com/misc/MFGFinanceSofA3c.pdf

The Debtors also made payments totaling $1,000,000, relating to
debt counseling or bankruptcy to these professionals within one
year immediately before the Petition Date:

Professional                                Amount Paid
------------                                -----------
Skadden, Arps, Slate, Meagher & Flom LLP       $500,000
Sullivan & Cromwell LLP                        $500,000

The Debtor also prepared a list of withdrawals or distributions
credited or given to an insider, including compensation in any
form, bonuses, loans, stock redemptions, options exercised and
any other perquisite during one year immediately preceding the
Petition Date.  The list is available for free at:

       http://bankrupt.com/misc/MFGFinanceSofA23.pdf

The Debtor contributed to pension funds at any time within six
years immediately before the Petition Date, namely:

(i) Man Group USA Inc. Retirement Income Plan, which the Debtor
     terminated on December 31, 2006; and

(ii) Supplemental Executive Retirement Plan, which the Debtor
     terminated on March 31, 2007.

                          About MF Global

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

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

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

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Capstone Advisory Group LLC
as financial advisor.

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

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

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

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MOMENTIVE PERFORMANCE: Plans to Reduce Workforce by 6%
------------------------------------------------------
The Board of Directors of Momentive Performance Materials Inc.
approved plans to realign the Company's businesses globally.
These actions are part of Momentive's initiatives to better
service its customers and improve its cost position, while
continuing to invest in global growth opportunities.  As a result
of the realignment, the Company expects to reduce its workforce by
approximately 6%.

In connection with the workforce reductions, Momentive expects to
incur one-time pretax charges related to severance and other
benefits of approximately $26 million, $14 to $18 million of which
is anticipated to be recognized in 2012 with the remainder to be
recognized in 2013.  Substantially all of these charges will
result in cash expenditures.

Moreover, the Company's wholly-owned subsidiary, Momentive
Performance Materials Quartz, Inc., entered into a Third Extension
and Amendment, effective as of June 30, 2012, to the Quartz Sand
Products Purchase Agreement, as amended to date, by and between
Unimin Corporation and MPM Quartz.  The Amendment extends the term
of the Supply Agreement from June 30, 2012, to Sept. 30, 2012,
subject to the early termination provisions therein.  The parties
continue to negotiate the terms of a new long-term supply
agreement.  A copy of the Third Amendment is available at:

                       http://is.gd/RsnWG8

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at March 31, 2012, showed
$3.07 billion in total assets, $3.90 billion in total liabilities,
and a $832 million total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the May 25, 2012, edition of the TCR, Standard & Poor's Ratings
Services raised its rating on Momentive Performance Materials and
its subsidiaries' senior secured credit facilities to 'B+' from
'B'.

"The ratings on MPM reflect the company's 'highly leveraged'
financial profile and what we deem to be a 'fair' business risk
profile," said Standard & Poor's credit analyst Cynthia Werneth.


MONTANA ELECTRIC: Increased Transparency for Co-ops Sought
----------------------------------------------------------
Matthew Brown at the Associated Press reports that members of an
interim legislative committee said they want to increase
transparency within Montana's rural electric cooperatives after
Southern Montana Electric Generation and Transmission Cooperative
went bankrupt following the construction of a new power plant.

The report notes other cooperatives that were members of Southern
Montana say they were denied access to information that would have
revealed the plant's financial pitfalls.  Sen. Alan Olson, who
chairs the Energy and Telecommunications Interim Committee, said
the intent is to prevent a recurrence of problems seen at Southern
Montana.

The report relates legislation being crafted by Sen. Olson's
committee would require a two-thirds vote of member co-ops before
they take on debt to finance some power generation proposals.
Each of those member co-ops would in turn need backing from two-
thirds of their board members.  The draft legislation also would
allow power distribution co-ops to conduct their own studies on
rate impacts from the construction of new power projects.  Costs
for those studies would be shared by the power generation co-ops
that proposed the projects, the report adds.

Attorneys for Great Falls filed a lawsuit contending that Southern
Montana breached its fiduciary duties to the city in its pursuit
of the new power plant.  The suit also claims Southern Montana
representatives undermined the city's electric utility by
establishing a separate company, Independent Electricity Supply
Service, Inc., that sold power at prices lower than city was able
to offer, according to AP.

AP says the interim committee's transparency proposal was
supported by the Montana Electric Cooperatives Association, which
represents 25 Montana cooperatives serving a combined 400,000
people.  Southern Montana is not a member.

The report further relates representatives of Beartooth Electric
of Red Lodge, one of Southern Montana's member co-ops, also backed
the bid for more transparency.  But Beartooth board members at the
committee meeting said the requirement for a two-thirds majority
vote on financing proposals would not go far enough to protect the
co-op's interests.  They said unanimous backing should be
required.

The report says Sen. Olson's committee will take up the co-op
transparency proposal again in September, with plans to introduce
it when the Legislature reconvenes next year.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MUSCLEPHARM CORP: Sr. Execs. Give Back 2011 Cash & Stock Bonuses
----------------------------------------------------------------
Three of MusclePharm Corporation's senior executives have
voluntarily agreed to return stock and cash bonuses received for
2011 and have relinquished 2012 bonus accruals associated with
their existing employment agreements.  Brad J. Pyatt (Principal
Executive Officer), Jeremy DeLuca (President and Chief Marketing
Officer) and Cory Gregory (Senior President) are returning
26,357,328 shares of the Company's common stock and giving back
cash bonuses of $30,000 or a total for all executive officers of
79,071,084 shares and $90,000.  No other executives received or
were entitled to any such bonuses.

The 2011 bonuses were based in part on revenue growth that the
Company determined recently had been incorrectly calculated.

In May 2012, the Company revised the methodology for accruing
revenues to more accurately portray the Company's operations.
Following the revision, gross revenues were restated downward for
certain prior periods, including the year ended Dec. 31, 2011.
The three executives have volunteered to reduce both the cash and
share amounts awarded for 2011 based on the restated revenue
amounts, as well giving up those bonuses accrued for 2012.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at Dec.
31, 2011.

The Company's balance sheet at March 31, 2012, showed
$7.55 million in total assets, $24.76 million in total
liabilities, and a $17.21 million total stockholders' deficit.

The Company's restated statement of operations reflects a net loss
of $23.28 million in 2011, compared with a net loss of $19.56
million in 2010.


NALLS DEVELOPMENT: Files for Chapter 11 in Washington D.C.
----------------------------------------------------------
Nalls Development and Investment, LLC, filed a Chapter 11 petition
(Bankr. D.D.C. Case No. 12-00512) on July 18, 2012.  The Debtor
estimated assets of at least $10 million and liabilities of at
least $1 million.  The Debtor said that its principal assets are
in 200-210 Elmira Street, SW and others in Washington, D.C. The
Debtor -- http://nallsdevelopment.com/serves Martin's View
apartments, Mount Dome Apartments, Suitland Forest Apartments, and
1900 16th St. Apartments.


NALLS DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Nalls Development and Investment, LLC
        205 Elmira Street, SW
        Rental Office
        Washington, DC 20032

Bankruptcy Case No.: 12-00512

Chapter 11 Petition Date: July 18, 2012

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Jeffrey C. Tuckfelt, Esq.
                  OBERGH AND BERLIN
                  1300 Pennsylvania Avenue, NW, Suite 700
                  Washington, DC 20005
                  Tel: (202) 347-3520
                  Fax: (202) 204-2578
                  E-mail: tuckfelt1@verizon.net

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

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

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

The petition was signed by Arthur Nolls, Jr., managing member.


OFFICE PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Office Products, Inc.
        233 Lindell Street
        P.O. Box 558
        Martin, TN 38237

Bankruptcy Case No.: 12-11961

Chapter 11 Petition Date: July 16, 2012

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: Paulette J. Delk

Debtor's Counsel: Michael T. Tabor, Esq.
                  203 S. Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074
                  E-mail: marissav@bellsouth.net

Scheduled Assets: $420,700

Scheduled Liabilities: $1,891,108

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/tnwb12-11961.pdf

The petition was signed by Tracy McGehee, president and director.


PACE UNIVERSITY: Moody's Affirms 'Ba1' Rating on Revenue Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed its Ba1 rating on Pace
University's Series 2005A and 2005B Revenue Bonds issued by the
Dormitory Authority of the State of New York. The outlook is
stable.

Summary Rating Rationale

The Ba1 rating reflects Pace University's large scale with $304
million Moody's adjusted operating revenue base in FY 2011, uneven
enrollment history, thin liquidity and reliance on a drawdown note
program for seasonal cash flow, and limited financial resource
base. Strengths include expected continuation of momentum in
management's effort to improve cash flow performance, student
revenue growth and ongoing increases in liquid resources.

Challenges

* Limited liquidity relative to expense base with FY 2011 monthly
liquidity of $23 million covering a very thin 29 days of cash
expenses. Pace continues to rely on a Bank of America drawdown
note facility on which it had $34 million outstanding as of June
30, 2010 and June 30, 2011. Unrestricted liquidity without the
operating funds from the note would be negative as measured on
June 30, although reliance on the note for operations has been
gradually reducing over time, a trend with decent prospects to
continue and during FY 2012 Pace had nothing drawn on the line for
21 weeks.

* Very thin financial resource cushion relative to debt and
operations. When adjusted for a large post-retirement health
benefit liability ($76.1 million as of June 30, 2011) expendable
financial resources were less than $1 million.

* Limited pricing power especially for undergraduate students
(70% of full-time equivalent enrollment) relative to peers as
prospective students are likely to remain sensitive to net price
increases. Pace faces a significant amount of competition from
other private as well as public universities in New York and the
northeast.

* Sizeable and growing operating lease commitments with indirect
debt of $139 million as of FYE 2011. The majority of operating
lease expense is related to student housing facilities which
generate auxiliary revenue.

* Limited revenue diversity with student charges comprising 89.8%
of Moody's adjusted operating revenues in FY 2011. Gifts (1.8% of
operating revenue) have been declining since 2006 following the
university's completion of a comprehensive campaign.

* Almost entirely variable rate debt structure dominated by the
Series 2005 auction rate bonds. While management reports
successful auctions and a weighted average rate of 2.6% during FY
2012 (blend of taxable and tax-exempt debt) Pace remains exposed
to interest spikes or failed auctions, with a maximum interest
rate of 15% and 20% allowable on the Series 2005A and Series 2005B
bonds, respectively. A fixed payer swap with a notional amount of
$72 million does help manage a portion of the interest rate risk,
but also introduces collateral posting requirements.

* Large other post-employment benefit liability (OPEB) depresses
net assets of $76 million as of June 30, 2011, resulting in
increasingly negative unrestricted financial resources and
escalating cash expenses over the coming years.

Strengths

* As a large comprehensive urban university ($304 million of
Moody's adjusted operating revenue in FY 2011) Pace offers a
diverse array of undergraduate, graduate, and professional
programs, including schools of nursing, business, and law. In fall
2011, the university enrolled 10,344 full-time equivalent (FTE)
students, up 5% from the recent low in fall 2007 when various
enrollment management missteps drove a decline in enrollment. In
order to maintain a stable enrollment base with increasing student
quality, Pace is focused on several recruitment and retention
initiatives, including attracting community college transfers,
increased recruitment of international students, targeting
recruiting in US markets with favorable demographics, and growth
in high demand programs such as those in the performing arts.

* Management reports show continued momentum in student market
with 4.8% increase in net tuition revenue in fiscal 2012 (based on
unaudited results) as well as increase in deposits for entering
students in the fall of 2012.

* Management commitment to improved operating performance and
building liquidity. Pace's operating cash flow margin of 9.9% in
FY 2011 supported debt service coverage 2.3 times as the
"stability plan" continued careful expense controls.

* Improved oversight of enrollment management with careful
tracking of student demand, net revenue targets and financial aid
packaging.

Outlook

Moody's stable outlook reflects expectation of successful
enrollment management efforts yielding increasing net tuition
revenue, healthy cash flow from operations, careful management of
expenses and gradual increases in liquid resources and reduced
reliance on the operating notes.

What Could Make the Rating Go Up

Significant growth and maintenance of unrestricted liquidity
coupled with further strengthening of operating performance and
student market position combined with reduction in debt structure
risks.

What Could Make the Rating Go Down

Deterioration of unrestricted liquidity; sustained deterioration
in operating performance including declining net tuition revenue;
additional debt absent growth of revenue available to pay debt
service.

Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


PATRIOT COAL: UMWA Officials Discuss Bankruptcy Filing
------------------------------------------------------
Chuck Stinnett at Evansville Courier & Press reports that the
United Mine Workers of America officials has met with officers of
union locals to discuss how the bankruptcy filing by Patriot Coal
Corp. might affect the company's 2,000 active union miners --
including more than 300 at the Highland Mine in Union County --
and thousands of retired UMWA miners and their dependents.

According to the report, there are more than 2,000 active UMWA
members working at Patriot operations at several mining complexes
in West Virginia and at the Highland complex in Union County,
Kentucky.  Also, more than 10,000 retirees receive health care
benefits from the company, most of whom worked for Peabody Coal
Co. before Peabody Energy Corp. spun off Patriot Coal and its West
Virginia and Kentucky mines into a separate company in 2007.

The report says, in all, more than 22,000 active and retired
UMWA members and their dependents are affected by the Patriot
bankruptcy, the union said.  More than 100 UMWA local union
officers, representing 35 UMWA local unions in five states, met
in Charleston, W.Va.

The report relates UMWA International President Cecil E. Roberts
addressed the union leaders pledging "the UMWA will bring every
resource to bear on behalf of our membership as this process
unfolds."

The report notes Patriot has secured permission from the
bankruptcy court to continue paying employees and suppliers during
its reorganization.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.

The case has been assigned to Judge Shelley C. Chapman.


PEGASUS RURAL: Xanadoo Units Given More Time to File Plan
---------------------------------------------------------
Carla Main, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that bankrupt subsidiaries
of Xanadoo Co. were granted more time by U.S. Bankruptcy Judge
Peter J. Walsh to file a plan of reorganization and solicit
support for the plan.  The debtors will have until Oct. 4 to file
a plan and until Dec. 3 to raise support for it.

According to the report, the Xanadoo units said in court papers
that while they have obtained a series of orders extending so-
called DIP financing, the latest of which expires Aug. 12, they
need more time because of the complexity of their business and the
assets being sold. "Debtors continue to explore the market for
exit financing, or, alternatively, a sale" of technology through
investment banker Cantor Fitzgerald & Co., according to a filing.

The report relates that the company previously said there is
"potential" for distribution to unsecured creditors.  The assets
to be sold include 23 spectrum licenses that were purchased in
2000 and 2001 for $96 million.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.


PEREGRINE FINANCIAL: CEO Wasendorf Bail Hearing Moved to July 27
----------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that Wednesday's bail
hearing for Peregrine Financial Group Inc. CEO Russell Wasendorf
Sr. was postponed to July 27 after he asked for more time to
prepare to answer charges he lied to regulators while embezzling
at least $100 million from his clients.

Bankruptcy Law360 says Mr. Wasendorf, who admitted to the 20-year
fraud in a suicide note, requested the delay so he and his newly
appointed attorney, public defender Jane Kelly, could prepare for
the preliminary hearing.  Mr. Wasendorf will remain in custody
awaiting the bail hearing.

                      About Peregrine Financial

Peregrine Financial Group Inc. on July 10, 2012, filed to
liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D.
Ill. Case No. 12-27488), disclosing between $500 million and
$1 billion of assets, and between $100 million and $500 million of
liabilities.

Earlier on July 10, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's Chief Executive Russell R. Wasendorf Sr.
unsuccessfully attempted suicide outside a firm office in Cedar
Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial Group Inc. is the regulated unit of the
brokerage PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PEREGRINE FINANCIAL: Only 11 Clients Have Returnable Assets
-----------------------------------------------------------
Carla Main, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that the trustee liquidating
Peregrine Financial Group Inc., who is seeking to return
"specifically identifiable property" to customers, said only about
11 of 24,000 futures clients have such property eligible to be
returned, according to a filing in bankruptcy court.

The report relates that the trustee, Ira Bodenstein, said the
assets he is seeking to return are defined as securities,
warehouse receipts, cash and other assets that are registered in
the name of that customer and are not transferable.  The 11
eligible customers are mostly holding warehouse receipts for
precious metals, he said.

Customers of the futures brokerage who have a right to return of
property won't necessarily get 100% of their assets, as bankruptcy
rules for liquidating the brokerage require him to distribute
property pro rata to each class of customer accounts, Mr.
Bodenstein said, according to the Bloomberg report.

Customers with returnable metals warehouse receipts may have to
post a deposit in order to receive the receipts, he said.  Notice
requirements letting eligible customers know they must request
return of property will be sent in writing to those customers, he
said.

Separately, a bail hearing in Russell R. Wasendorf Sr.'s criminal
case scheduled for yesterday was postponed to July 27 after he
requested more time to prepare, according to a court filing.

                     About Peregrine Financial

Peregrine Financial Group Inc. on July 10, 2012, filed to
liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D.
Ill. Case No. 12-27488) in Chicago, after a U.S. district judge
that day granted the request of the U.S. Commodity Futures Trading
Commission to appoint a receiver and freeze the firm's assets.

The CFTC had sued Peregrine, saying that more than $200 million of
supposedly segregated customer funds had been "misappropriated."
The CFTC case is U.S. Commodity Futures Trading Commission v.
Peregrine Financial Group Inc., 12-cv-5383, U.S. District Court,
Northern District of Illinois (Chicago).

In its petition, Peregrine disclosed between $500 million and
$1 billion of assets, and between $100 million and $500 million of
liabilities.

Peregrine's Chief Executive Russell R. Wasendorf Sr.
unsuccessfully attempted suicide outside a firm office in Cedar
Falls, Iowa, on July 9.  Mr. Wasendorf admitted stealing at least
$100 million from the firm, according to an FBI affidavit.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial Group Inc. is the regulated unit of the
brokerage PFGBest.

At a quickly convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PINNACLE AIRLINES: Ernst & Young OK'd to Audit 2012 Financials
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Pinnacle Airlines Corp., et al., to expand the scope of
Ernst & Young LLP's employment pursuant to the terms and
conditions of the additional engagement letter dated as of May 9,
2012.

As reported in the Troubled Company Reporter on July 12, 2012, EY
LLP is expected to 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.

                      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: Has Until Oct. 28 to Decide on Unexpired Leases
------------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York extended until Oct. 28, 2012,
Pinnacle Airlines Corp., et al.'s time to assume or reject the
unexpired leases of nonresidential real property.

As reported in the Troubled Company Reporter on July 12, 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.

The TCR reported that the Debtors requested 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.

In a separate order, the Debtors' abandonment of the expendable
property to the lessor is approved effective as of July 18.

            Notice of Rejection of Executory Contracts
                         and Unexpired Leases

The Debtors also filed a notice of rejection of executory
contracts and unexpired leases and the abandonment of personal
property.  Pursuant to the terms of the order, unless a written
objection is filed with the Court by 4:00 p.m. (prevailing
Eastern Time) on July 27, the contracts and leases set forth on
the attached Schedule A will be rejected.  A copy of the Schedule
A is available for free at
http://bankrupt.com/misc/PINNACLE_rejectlease.pdf

                      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: County of Erie Can Pursue Prepetition Claims
---------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved a stipulation modifying the
automatic stay in the Chapter 11 cases of Pinnacle Airlines Corp.,
et al., solely to allow The County of Erie, New York's claim to
(i) proceed to final judgment or settlement, and (ii) the claimant
attempt to recover any liquidated final judgment or settlement on
the claim solely from available coverage, if any;

The claimant contends that it has a claim against Colgan Air, Inc.
and Pinnacle Airlines Corp., who are or are employed by or
otherwise associated with the Debtors arising from a civil action
on account of alleged property damage or injury to the claimant.
The case was initiated in the Western District of New York and on
appeal to the Second Circuit Court of Appeals.

As of July 17, 2012, the claimant has not filed a proof of claim
in these chapter 11 cases.

Pursuant to the stipulation, the claimant agrees to waive any and
all claims against the Debtor defendants related to the claim and
agrees to seek recovery solely from the insurance coverage, if
any.

A copy of the stipulation is available for free at
http://bankrupt.com/misc/PINNACLE_stay_stipulation.pdf

                      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.


PROELITE INC: Isaac Blech Discloses 71.2% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Isaac Blech disclosed that, as of July 11, 2012, he
beneficially owns 165,568,000 shares of common stock of ProElite,
Inc., representing 71.2% of the shares outstanding.  The
165,568,000 represent shares of common stock that become
exercisable by Mr. Blech on Sept. 10, 2012, pursuant to an Option
to Purchase Common Stock, dated Jan. 25, 2012, granted to Mr.
Blech by Stratus Media Group, Inc.  The exercise price of the
Option is $0.05 per share.

Stratus Media granted the Option to Mr. Blech in connection with
the issuance of a promissory note to Mr. Blech.  The Note is for
an aggregate principal amount of $1,000,000, has an interest rate
of 0.19% per annum and matured on May 24, 2012.

The initial number of shares of Common Stock underlying the Option
was 82,784,000.  Pursuant to the terms of the Option, if the
amount due under the Note was not paid in full by maturity, the
amount of shares underlying the Option increased by 41,392,000
shares of Common Stock, and will continue to increase by an
additional 41,392,000 shares of Common Stock every 30 days until
the entire amount due and owing under the Note is paid in full.

A copy of the filing is available for free at:

                        http://is.gd/GAkFen

                        About ProElite Inc.

Los Angeles, Calif.-based ProElite, Inc., is a holding company for
entities that (a) organize and promote mixed martial arts matches,
and (b) create an internet community for martial arts enthusiasts
and practitioners.

On Oct. 20, 2008, management, with Board ratification, decided to
close or sell all operations and began an extended period of
restructuring its balance sheet, divesting itself of certain
assets, settlement of contingent liabilities, and attempting to
raise additional capital.

Effective Oct. 12, 2009, the Company entered into a Strategic
Investment Agreement with Stratus Media Group, Inc. ("SMGI")
pursuant to which the Company agreed to sell to SMGI, shares of
the Company's Series A Preferred Stock (the "Preferred Shares").
The Preferred Shares are convertible into the Common Stock of the
Company.  This transaction closed on June 14, 2011.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about ProElite's ability to continue as a going
concern, following its audit of the Company's financial statements
as of and for the years ended Dec. 31, 2008, and 2007.  The
independent auditors noted that the Company has suffered losses
from operations and negative cash flows from operations.

The Company reported a net loss of $55.6 million for the fiscal
year ended Dec. 31, 2008, compared with a net loss of
$27.1 million for the fiscal year ended Dec. 31, 2007.

As a result of the decision to discontinue operations, the Company
did not have any revenues, cost of revenue, and gross profit for
the fiscal years ended Dec. 31, 2008, and 2007.

At Dec. 31, 2008, the Company's balance sheet showed $2.3 million
in total assets, $11.8 million in total liabilities, and a
shareholders' deficit of $9.5 million.

ProElite notified the U.S. Securities and Exchange Commission
that it requires additional time to complete the financial
statements for the fiscal quarter ended Sept. 30, 2011, and
cannot, without unreasonable effort and expense, file its Form 10-
Q on or before the prescribed filing date.  The Company also
notified the SEC regarding the late filing of its annual report on
Form 10-K for the period ended Dec. 31, 2011.


REDPRAIRIE CORP: Moody's Rates New $380MM Credit Facility 'B2'
--------------------------------------------------------------
Moody's Investors Service affirmed RedPrairie Corporation's B2
Corporate Family Rating and its B3 Probability of Default Rating,
assigned a B2 rating to the company's proposed $380 million of
senior secured credit facilities and changed the ratings outlook
to stable from positive.

The proposed secured credit facilities comprise a $40 million
revolving credit facility and a $340 million term loan facility.
RedPrairie will use a portion of its cash on hand and net proceeds
from the proposed term loans to refinance $225 million of existing
debt and fund a one-time dividend of $136 million to shareholders.
The change in ratings outlook reflects the increase in the
company's financial leverage expected to result from the
transaction and the likelihood that the company's financial
policies will remain aggressive in the future.

Ratings Rationale

The affirmation of the B2 Corporate Family Rating (CFR) reflects
Moody's expectations that despite the increase in debt related to
the proposed one-time dividend, RedPrairie should generate stable
free cash flow of about 8% to 10% of adjusted debt in the next 12
to 24 months. Although RedPrairie's debt-to-EBITDA leverage
(incorporating Moody's standard analytical adjustments) will
increase from 3.6x to 5.1x, Moody's expects leverage to decline
towards 4.5x by the end of 2013 through EBITDA growth and
mandatory debt repayments. RedPrairie's prospective deleveraging
and free cash flow levels afford the company the flexibility to
pursue small, tuck-in acquisitions and maintain credit metrics
consistent with the B2 CFR.

The B2 CFR reflects RedPrairie's high financial leverage and its
small scale and narrow product offerings relative to some of its
main competitors. The rating also considers RedPrairie's highly
competitive supply chain management software market and the
company's challenges in sustaining license sales growth amid
slowing economic growth in its core markets in the U.S., Northern
Europe and the Asia Pacific region. The rating also incorporates
RedPrairie's shareholder-oriented financial policies and the
potential for increases in debt to finance acquisitions or
distributions to shareholders.

The B2 rating is supported by RedPrairie's competitive product
offerings in the niche warehouse, transportation and workforce
management sub-segments of the enterprise software market. The
rating is further supported by the recurring nature of
RedPrairie's support, subscription and hosting revenues, which
comprise about 35% of its revenue. The rating benefits from the
high barriers to entry in RedPrairie's markets as a result of the
business critical nature of the company's applications and their
high switching costs to customers.

The stable outlook reflects Moody's expectations that RedPrairie
leverage should decline towards 4.5x by the end of 2013, that the
company will produce stable free cash flow and that it will
maintain good liquidity in the next 12 to 18 months.

Moody's could downgrade RedPrairie's ratings if weak business
execution, increasing competition or debt-financed acquisitions
cause debt-to-EBITDA leverage to increase towards 6.0x or free
cash flow falls to the low single digit percentages of total debt.
In addition, deterioration in liquidity could also trigger a
ratings downgrade.

Given RedPrairie's high financial leverage and the shareholder
bias of its financial policies, a ratings upgrade is unlikely in
the near term. Over time, RedPrairie's ratings could be upgraded
if the company demonstrates sustained growth in revenue and cash
flow from operations and if Moody's believes that RedPrairie is
likely to achieve and maintain Debt/EBITDA leverage of less than
4.0x, incorporating the potential for dividends and acquisitions.

Moody's has taken the following ratings actions:

  Issuer: RedPrairie Corporation

   Corporate Family Rating -- B2, Affirmed

   Probability of Default Rating -- B3, Affirmed

    $40 million new senior secured revolving credit facility due
    2017 -- Assigned B2, LGD3 (33)

    $340 million new senior secured term loan facility due 2018
    -- Assigned, B2, LGD3 (33%)

    $30 million senior secured revolving credit facility -- B2,
    LGD3 (33%), To be withdrawn

    $240 million (originally) senior secured term loan facility
    -- B2, LGD3 (33%), To be withdrawn

The principal methodology used in rating RedPrairie was the Global
Software 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.

Headquartered in Alpharetta, Georgia, RedPrairie provides
inventory, transportation and workforce management products and
related services to enterprise customers globally. The company
generated $382 million in revenues in the twelve months ended
March 31, 2012.


REDPRAIRIE CORP: S&P Rates $380MM Senior Secured Credit 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' issue-level
rating to Alpharetta, Ga.-based RedPrairie Corp.'s proposed $380
million senior secured credit facility. "We assigned the debt a
'3' recovery rating, indicating our expectation of meaningful
(50%-70%) recovery in case of default," S&P said.

"We also affirmed our 'B+' corporate credit rating on the company.
The outlook is stable," S&P said.

"Although leverage increases to about 5x from the mid-3x level
following the proposed $136 million dividend recap, pro forma
leverage remains consistent with its rating. Standard & Poor's did
not view prior levels of leverage as likely to be sustained," S&P
said.

"We will withdraw the issue-level and recovery ratings on the
company's existing senior secured debt when the transaction
closes," S&P said.

"The ratings on RedPrairie reflect the company's 'weak' business
risk profile deriving from its niche position within a fragmented
and highly competitive market, and its exposure to the cyclical
retail industry. The company also has an 'aggressive' financial
risk profile marked by an acquisitive growth strategy and an
ownership structure we believe precludes sustained de-leveraging,"
S&P said.

"However," explained Standard & Poor's credit analyst Christian
Frank, "we expect that the company's revenues will increase
modestly given its leading position in the market for supply-chain
management software and its diverse and entrenched customer base."

"The outlook is stable, reflecting RedPrairie's solid position in
the niche market for supply-chain execution software and high
customer retention. However, we believe its ownership structure
and acquisitive growth strategy preclude sustained de-leveraging,
which limits a possible upgrade," S&P said.

"We would consider a downgrade if a weakening economy or increased
competition caused revenue to decline and margins to deteriorate,
or if the company pursued debt-financed acquisitions, resulting in
leverage increasing to the mid-5x level on a sustained basis," S&P
said.


REFCO INC: Judge Tosses Malpractice Claims vs. Schulte
------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that U.S. District
Judge Jed S. Rakoff on Wednesday tossed a malpractice suit
accusing Schulte Roth & Zabel LLP of improperly drafting documents
for hedge fund investors in doomed brokerage firm Refco Inc.,
despite a special master's recommendation to allow the bulk of the
claims to proceed.

In a short order filed in the Southern District of New York, U.S.
District Judge Jed S. Rakoff said he disagreed with Special Master
Daniel J. Capra's report saying Schulte Roth must face most of the
allegations brought by the liquidators, Bankruptcy Law360 relates.

                           About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.


RG STEEL: Wins Court OK of Amended Management Incentive Plan
------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that RG Steel LLC won
Delaware court approval Wednesday for an amended management
incentive plan that will reward executives based on the revenue
realized from the sale of the company's assets, but only those
that are sold as going concerns.

Bankruptcy Law360 relates that U.S. Bankruptcy Judge Kevin J.
Carey signed off on the amended incentive plan, which the debtors
submitted Tuesday after both the U.S. Trustee and the official
committee of unsecured creditors objected to the plan as
originally proposed June 26.

Carla Main, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that the Committee had
argued that the "proposed management incentive plan," or MIP,
which the company asked the court to consider, "is not well
structured" to achieve the desired ends of maximizing the value of
the bankruptcy estate.  The plan is "substantially in excess" of
plans in comparable cases, the committee said.

                          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: Committee Taps Huron Consulting as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of WP Steel Venture LLC, et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain Huron
Consulting Services LLC as its financial advisor.

The hourly rates of Huron personnel are:

         Managing Directors                $680 - $750
         Directors                         $535 - $650
         Managers                          $420 - $450
         Associates and Analysts           $250 - $350

Huron has not received a retainer in this matter.

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

An Aug. 15, 2012, hearing at 10 a.m. has been set.  Objections, if
any, are due July 26.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RG STEEL: Committee Seeks OK for Kramer Levin as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of WP Steel Venture LLC, et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain Kramer
Levin Naftalis & Frankel LLP as its counsel.

It is anticipated that Kramer Levin's personnel responsible in
representing the Debtors and their hourly rates are:

         Thomas Moers Mayer, partner
         and co-chairman of corporate
         restructuring practice              $1,025

         Gregory A. Harowitz, partner          $865

         Joshua K. Brody, partner              $770

         Partners                         $675 - $1,025

         Associates                       $375 - $ 765

Mr. Mayer will charge a discounted rate of $990 per hour work for
the duration of the cases.

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

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RG STEEL: Committee Proposes  Saul Ewing as Bankruptcy Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of WP Steel Venture LLC, et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain Saul
Ewing LLP as co-counsel.

The hourly rate of Saul Ewing's personnel are:

         Partners                    $350 - $750
         Special Counsel             $300 - $495
         Associates                  $245 - $425
         Paraprofessionals           $160 - $275

To the best of the Committee's knowledge, Saul Ewing does not
represent nor hold any interest adverse to the interest of the
Debtors' estate.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RG STEEL: Morris Nichols Arsht OK'd as Delaware Co-Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
WP Steel Venture LLC, et al., to employ Morris, Nichols, Arsht &
Tunnel LLP as Delaware bankruptcy co-counsel.

As reported in the Troubled Company Reporter on July 10, 2012,
Morris Nichols will, among other things:

   -- assist WF&G in representing the Debtors;

   -- perform all necessary services as the Debtors' Delaware
      bankruptcy co-counsel; and

   -- take all necessary actions to protect and preserve the
      Debtors' estates during the Chapter 11 cases.

By separate application, the Debtors have sought permission to
employ (i) the law firm of Willkie Farr & Gallagher LLP as
bankruptcy co-counsel; (ii) Sea Port Group Securities, LLC as
investment banker; and (iii) Conway MacKenzie Management Services,
LLC.  Morris Nichols will coordinate with WF&G, Sea Port and
Conway to make every effort to avoid and minimize duplication of
services in the cases.

Prior to the commencement of the cases, the Debtors made payments
to Morris Nichols totaling $126,119 in connection with the advice
and services regarding financial restructuring.  Accordingly,
Morris Nichols holds a balance of $126,119 as an advance payment
for services to be rendered and expenses to be incurred.

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

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RG STEEL: July 30 Deadline for Schedules and Statements
-------------------------------------------------------
WP Steel Venture LLC, et al., asked the U.S. Bankruptcy Court for
the District of Delaware to extend their time to file their
schedules of assets and liabilities, statement of financial
affairs until July 30, 2012.  The motion was filed July 12.

The Debtors relate that they want to ensure that the schedules and
statements are accurate and complete.

According to a document attached to the motion, a hearing on Aug.
8, 2012, at 10:00 a.m. has been scheduled to consider the
extension.  Objections, if any, are due Aug. 1

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RITZ CAMERA: Wants to Assume Store Closing Sales Agreements
-----------------------------------------------------------
Ritz Camera & Image, L.L.C., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authorization to:

   -- assume a letter of agreement governing inventory disposition
      dated June 21, 2012, (agency agreement) between the Debtors
      and a joint venture comprised of Hilco Merchant Resources,
      LLC and Gordon Brothers Retail Partners, LLC; and

   -- continue store closing sales pursuant to agency agreement
      and store closing sale procedures.

Prior to the Petition Date, the Debtors determined that its
profitability would be improved by a substantial reduction in the
number of its retail stores.  After discussion with the
administrative agent and collateral agent for the Debtors' senior
secured lender, Crystal Financial, LLC, which has the first
priority lien on the assets of the Debtors, the Debtors formulated
a business plan based on closing specific retail stores and
conducting store closing sales of the inventory of each of the
stores to be closed.

In this relation, the Debtors entered into an agency agreement
with the agents to manage the sales of the inventory located at
the closing stores.

The agents began conducting the sale of all inventory at the
closing stores on June 21.  The sale will be until July 31.

Under the agreement, the agents are also authorized to assist the
Debtor in selling the furnishing, trade fixtures and equipment
owned by the Debtor at the closing stores (FF&E).

The closing stores consist of 82 locations.  The agents are
conducting store closing sales at 59 store locations and the
inventory and FF&E of another 23 locations is being transferred to
the locations where the sales are being conducted.

In consideration of the agents' services, the Debtor agreed to pay
a fee equal to 3% of the gross proceeds of the merchandise sold,
and imaging sales, at the closing stores.  In addition, the Debtor
agreed to be responsible for all expenses and agents' other
reasonable out of pocket expenses documented with invoices or
receipts.

The Debtor agreed to pay the agents a commission from the sale of
the FF&E equal to 20% of the gross proceeds of the sale of the
FF&E.

Prior to the Petition Date, the agent received an advance retainer
of $100,000.

A copy of the agreement is available for free at
http://bankrupt.com/misc/RITZCAMERA_sale.pdf

A July 30 hearing, at 9:30 a.m., has been set.  Objections, if
any, are due July 23, at 4 p.m.

                        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.


SAN BERNARDINO, CA: City Council Declares Fiscal Emergency
----------------------------------------------------------
San Bernardino City Council on Wednesday declared a fiscal
emergency, a legal maneuver that will allow leaders to file for
bankruptcy protection without going through months of state-
mandated mediation.  The report relates the council also voted, 5
to 2, to seek Chapter 9 bankruptcy protection.

Los Angeles Times' Phil Willon reports that the council next week
will begin the process of crafting a survival budget, until its
attorneys can file with the federal Bankruptcy Court.

A Chapter 9 petition may be entered in the U.S. Bankruptcy Court
in Riverside soon, City Attorney James Penman said after the vote,
according to Bloomberg News.

Mayor Patrick Morris called the decision the "most difficult one
we've ever had to make," but said city leaders had little choice.

According to LA Times, the action comes a week after the council
voted 4 to 2 to seek Chapter 9 bankruptcy protection.  The report
notes Interim City Manager Andrea Travis-Miller had warned that
the city faced a $45.8-million budget shortfall and might not have
enough money to make the August payroll.

                             Deficit

According to Bloomberg News, Andrea Travis-Miller, the interim
city manager, said July 16 that San Bernardino confronts a deficit
that has reached $45.8 million on a general fund of $129.4 million
and would probably run out of money before the end of the state-
required 60-day negotiation period.  The emergency declaration
lets the city skip mediation under California law.

San Bernardino has depleted its general-fund reserves, lost access
to capital markets, has had its credit lines frozen by Wells Fargo
& Co. and must pay cash for goods and services, according to
Morris and Travis-Miller.  Also, the city faces a $3.4 million
payment for employee pensions on July 20.

LA Times reports that according to city officials, earlier this
month, San Bernardino had just $150,000 in its bank accounts.

"At greater risk of adjustment" during the legal process are about
$48 million in pension-obligation securities, $12.4 million in
lease-revenue bonds and $11.5 million in certificates of
participation, according to the note from the Concord,
Massachusetts-based research company.

                         California Cities

Declining tax revenue, growing worker costs, accounting
discrepancies and an almost 12 percent unemployment rate in the
San Bernardino area helped drive the insolvency of the city of
209,000 about 60 miles (100 kilometers) east of Los Angeles.

Bloomberg News notes that San Bernardino would join California's
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park, by entering bankruptcy proceedings.

LA Times relates the city of Compton in L.A. County also appears
to be on the brink of financial collapse, according to city
officials.


SANTANDER PR: Fitch Lowers Rating on Preferred Stock to 'BB'
------------------------------------------------------------
Fitch Ratings has downgraded the long- and short-term Issuer
Default Ratings (IDRs) of Santander Bancorp (SBP) to 'BBB/F2' from
'A-/F1'.

The downgrade was a result of Fitch's downgrade of the long-term
IDR of SBP's parent company, Banco Santander, on June 11, 2012.
SBP's IDRs are correlated to Banco Santander's, and changes in
Banco Santander's IDRs result in changes to SBP's.

The Rating Outlook for SBP is Negative, which is in line with
Banco Santander's Outlook.

Fitch affirmed SBP's standalone rating, the Viability Rating (VR),
at 'bb+'.  The affirmation is supported by the company's sound
operating performance and solid capital position while operating
in the challenging Puerto Rican market.  Similarly to local peers,
asset quality has been a challenge given the macro environment in
Puerto Rico as evidenced by high unemployment of 16% and continued
negative Gross National Product (GNP).

Although Fitch is concerned with SBP's elevated levels of non-
performing assets (NPAs) at 7.24%, it compares well to local peers
with an average NPA of 13.95% at 1Q'12.  SBP's loan portfolio
exhibits better credit performance due to more conservative
underwriting and overall risk management practices (including a
relatively low concentration in construction lending).
Additionally, the company continues to build its capital base
improving its tangible common equity ratio to 8.48% for 1Q'12
compared to 7.41% for 1Q'11 attributed to internal capital
generation.

Fitch believes there is limited upside to SBP's VR given the
concentration in its loan book by product and geography and
relatively small franchise.  The VR could be negatively affected
if loan portfolio quality deteriorates, particularly if
significant operating losses emerge and the company's capital
position is eroded.

SBP's IDRs would be negatively affected if the parent bank's
ratings are downgraded or Fitch's view of support changes.
Although the Support Rating was downgraded to '2', Fitch believes
there is still a high probability of support for SBP by its parent
in the event of need.

SBP is the third largest bank in Puerto Rico by total assets and
by deposits with approximately an 11% share. SBP offers banking
and other financial services through its subsidiaries, Banco
Santander Puerto Rico, Santander Financial Services, Santander
Securities Corporation among other smaller subsidiaries.  SBP is
wholly owned by Banco Santander following the completion of a
tender offer for remaining publicly owned shares in 2010.

Fitch has taken the following rating actions:

Santander Bancorp

  -- Long-term IDR downgraded to 'BBB' from 'A-'; Outlook
     Negative;
  -- Short-term IDR downgraded to 'F2' from 'F1';
  -- Viability Rating affirmed at 'bb+';
  -- Support Rating downgraded to '2' from '1';
  -- Subordinated debt downgraded to 'BBB-' from 'BBB+'.

Banco Santander Puerto Rico

  -- Long-term IDR downgraded to 'BBB' from 'A-'; Outlook
     Negative;
  -- Short-term IDR downgraded to 'F2' from 'F1';
  -- Viability Rating affirmed at 'bb+';
  -- Support Rating downgraded to '2' from '1';
  -- Long-term deposit rating downgraded to 'BBB+' from 'A';
  -- Short-term deposit rating downgraded to 'F2 from 'F1'.

Santander PR Capital Trust I

  -- Preferred stock downgraded to 'BB' from 'BB+'.


SEDONA DEVELOPMENT: Competing Plan Outlines Hearing Set for Aug. 1
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on Aug. 1, 2012, at 1:30 p.m., to consider adequacy of
the disclosure statements explaining the competing Chapter 11
Plans for Sedona Development Partners, LLC, and The Club at Seven
Canyons, LLC.  Objections, if any, are due July 25.

As reported in the Troubled Company Reporter on Dec. 9, 2011,
Judge Redfield Baum previously vacated the order approving the
disclosure statement for the Plan proposed by the Debtors.  The
judge also denied the disclosure statement for the Chapter 11 Plan
proposed by Specialty Financial, Inc.

                     Specialty Mortgage Plan

The TCR June 13, 2012, edition reported that Specialty Mortgage,
as servicer for Specialty Trust, filed a Second Amended Disclosure
Statement in support of its Second Amended Creditor Plan of
Liquidation for the Debtors.

For purposes of the Liquidating Plan only, the Plan Proponent
adopted the valuations asserted by Debtors regarding their real
and personal property assets.

Under the Liquidating Plan, the various "auction lots" will be
separately sold at open auction through a series of 1129(b)
auctions.

Specialty will provide additional funding, if needed.

Under the Plan, secured creditors will receive distributions in
payment of their allowed secured claim from the net proceeds of
the 1129(b) auction of their collateral.  To the extent that the
sale of the collateral does not generate net proceeds sufficient
to pay Allowed Claim in full, any deficiency will be treated as a
Class 4 general unsecured claim; or the creditor will have no
deficiency claim.

The Plan also provides that Non-Insider Club Members who hold
Allowed Claims will have the option of either: (i) opting to have
their claims included in, and treated as, Class 4 general
unsecured claims; or, (ii) to share pro rata in the proceeds of
the retained/assigned causes of action under Section XII of the
Liquidating Plan, including, but not limited to, all avoidance
actions, fraudulent conveyance actions, preference actions, and
other claims and causes of action of every kind and nature
whatsoever, including but not limited to all the claims against
Debtors' insiders and affiliates.

Holders of Allowed General Unsecured Claims will share, pro rata,
in a distribution of the Net Unencumbered Proceeds realized from
the 1129(b) auction of unencumbered estate assets.  Distributions
to Allowed Class 4 Claims will be made within 90 days after all
1129(b) auctions are completed.

A full-text copy of the Second Amended Disclosure Statement is
available for free at:

http://bankrupt.com/misc/SEDONA_DEVELOPMENT_ds_2amended.pdf

                         Debtor's Plan

Under the Plan proposed by the Debtor, the Debtor's management
will be retained and the Debtor will continue to market and sell
Villa Intervals on Parcel A through the designated broker, CMC
Realty, Inc. The Reorganized Debtor will also continue exploring
and implementing opportunities to develop Parcels B and C through
existing management.

The Plan proposes that allowed secured claims will be paid in full
over a period of seven to 10 years.  General unsecured claims will
share, pro-rata, in a distribution of the sum of $2,000,000 in
cash paid by the Reorganized Debtor from a New Value contribution
from interest holders, on the 90th day following the Effective
Date of the Plan.

                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.


SIONIX CORPORATION: Posts $1.3 Million Net Loss in March 31 Qtr.
----------------------------------------------------------------
Sionix Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $1.31 million for the three months ended
March 31, 2012, compared with a net loss of $689,580 for the three
months ended March 31, 2011.

For the six months ended March 31, 2012, the Company reported a
net loss of $2.50 million, compared with a net loss of
$1.92 million for the six months ended March 31, 2011.

Revenues for the three and six months ended March 31, 2012, and
2011, were $0.

The Company's balance sheet at March 31, 2012, showed
$2.77 million in total assets, $3.60 million in total current
liabilities, and a stockholders' deficit of $830,380.

As reported in the TCR on Dec. 27, 2011, Kabani & Company, Inc.,
in Los Angeles, Calif., expressed substantial doubt about Sionix
Corporation's ability to continue as a going concern, following
the Company's results for the fiscal year ended Sept. 30, 2011.
The independent auditors noted that the Company has incurred
cumulative losses of $31.9 million.  "In addition, the company has
had negative cash flow from operations for the period ended
Sept. 30, 2011, of $2,187,812."

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

                       http://is.gd/xCvjtj

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.


SLS CAPITAL: July 24 Hearing on Chapter 15 Recognition
------------------------------------------------------
Judge Shelley C. Chapman will convene a hearing on July 24 at
10:00 a.m. at Courtroom 610 to consider the petition filed under
Chapter 15 of the U.S. Bankruptcy Code seeking recognition of the
Luxembourg liquidation proceedings commenced by SLS Capital S.A.

The liquidator of Luxembourg-based SLS Capital S.A. filed in
Manhattan a petition under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 12-12707) on June 25, 2012, to seek
recognition of proceedings in Luxembourg as "foreign main
proceeding".

Maitre Yann Baden, the liquidator and foreign representative,
estimated SLS Capital to have assets and debts of $100 million to
$500 million.  The liquidator is represented in the U.S. case by
Carollynn H.G. Callari, Esq., at Venable LLP as counsel.

SLS was a financial services company whose primary business was
the issuance of bonds to persons residing outside the United
States.  In the operation of its business SLS had counterparties
and advisors in the United States and had significant assets held
in custodial asset and cash accounts in New York City. The assets
held in the United States were the primary collateral for the
bonds that SLS issued.

On June 4, 2009, the State Prosecutor in Luxembourg filed an
application in the District Court of and in Luxembourg (Case
Number L-6258/09), to wind up and order the liquidation of SLS, a
Luxembourg joint stock company, pursuant to Article 203 of the law
of 10 August 1915 of Luxembourg, as subsequently amended.

On Oct. 1, 2009, the Luxembourg Court ordered the dissolution of
SLS and placed SLS into liquidation "declar[ing] applicable those
legal provisions pertaining to the liquidation of a bankruptcy"
and "appoint[ing] as magistrate in bankruptcy [Supervising Judge]
Mrs. Carole BESCH, judge with the Luxembourg Court, and
designat[ing] as liquidator Maitre Yann BADEN, lawyer residing in
Luxembourg. . . ."

The liquidator says that there is need for U.S. recognition of the
Luxembourg proceeding.  As part of the process of marshaling SLS's
assets and paying SLS's debts, the SLS Liquidator seeks to
investigate the disappearance of SLS's assets including assets
held in custodial accounts and to pursue such actions as are
appropriate in order to recover SLS's assets and/or seek damages
from culpable third parties.


SMITHFIELD FOODS: Moody's Rates Senior Unsecured Notes 'B1'
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed 10-
year senior unsecured notes being offered by Smithfield Foods,
Inc. In addition, Moody's upgraded ratings on Smithfield's
existing senior unsecured debt to B1 from B2 and affirmed its Ba3
Corporate Family Rating and Probability of Default Rating. The
rating outlook is stable.

Smithfield plans to use the proceeds from the proposed debt
issuance along with up to $100 million of borrowings under its
$275 million securitization facility to tender for $160 million of
outstanding of 7.75% senior unsecured notes due May 2013 and for
$598 million of outstanding 10% secured notes due July 2014.
Smithfield expects to tender successfully for approximately half
of the 2013 notes and for most of the 2014 notes. Any untendered
portion of the 2014 secured notes will be retired through a make-
whole payment.

In connection with the proposed debt offering, Smithfield also
expects to amend certain agreements related to $1.2 billion of
asset-based revolving credit facilities (consisting of a $925
million inventory-based revolving credit line expiring June 2016
and a $275 million accounts receivable securitization facility
expiring June 2014) and a $200 million bank term loan (not rated
by Moody's) that will provide material liquidity enhancements. The
proposed amendment to the inventory-based revolving credit
agreement, subject to review and approval by lenders, will release
a second lien on the company's real estate and fixed assets, and a
separate proposed amendment will extend the maturity date of the
bank term loan to 2018 from 2016.

In addition, under the existing credit agreement terms, once the
senior secured 2014 notes are retired, the first liens held by the
bank term loan lenders on real estate and fixed assets will be
released, and the early termination triggers on both of the asset-
based facilities will no longer be applicable.

Ratings Rationale

Smithfield's Ba3 corporate family rating reflects its global
dominance in the hog production and pork processing business as
well as its single protein focus that leaves it somewhat more
vulnerable to commodity price volatility than some of its major
protein processor competitors. The company's key growth
opportunities include expansion in global export markets,
particularly in emerging markets, and further development of its
processed and branded meats portfolio, which has greater profit
margin potential.

The one-notch upgrade of the unsecured debt ratings to B1
anticipates the company's use of proceeds from the newly issued
unsecured debt to retire $598 million of secured debt, which will
remove a significant amount higher priority claims that are
currently ahead of unsecured debt holders.

Smithfield Foods, Inc.

Ratings assigned:

  Proposed senior unsecured notes due 2022 at B1 (LGD 5, 75%)

Ratings upgraded:

  Senior unsecured debt ratings to B1 (LGD 5, 75%) from B2
  (LGD 5, 81%)

Ratings affirmed:

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3;

Ratings to be withdrawn:

  Senior secured notes due 2014 at Ba2 (LGD 3, 36%)

The rating outlook is stable.

The proposed refinancing transaction will provide Smithfield with
an improved liquidity profile, greater financial flexibility and
lower interest costs. These factors will positively influence the
overall ratings profile of Smithfield even as pork industry
profits retreats from the peak levels experienced last year.

"This debt issuance resolves Smithfield's debt refunding needs for
the next several years while leaving a sufficient amount of
liquidity to manage through a cyclical decline in operating
profits we anticipate in the coming year," said Brian Weddington,
a Moody's Senior Credit Officer.

Following a year of record profitability last year in both the hog
processing and packaged meats businesses driven partially by tight
hog supplies, margins have tightened in recent months as increased
hog supplies and spiking corn prices have driven down industry
profits. Smithfield reports that has protected about half of its
corn input costs over the next year through hedging. Nevertheless,
Moody's expect that Smithfield's operating margins will eventually
retreat closer to its historical range of 3% - 4% from over 7%
reported in fiscal 2011.

Moody's expects that over the next 12 -- 18 months Smithfield will
maintain an overall credit profile that is consistent with its
current Ba3 CFR, supported by solid liquidity. Smithfield's debt-
to-EBITDA leverage has increased recently to over 3 times due to
softening operation performance; however Moody's believes there
remains sufficient financial cushion to weather a cyclical
downturn without negatively affecting the Ba3 rating.

The ratings could be downgraded if Smithfield becomes more
aggressive with acquisitions or share repurchases such that credit
metrics deteriorate significantly. Other events that could trigger
a downgrade may be out of the company's control, including trade
disruptions in key export markets, a disease outbreak or a major
oversupply condition. Quantitatively, ratings could be lowered if
debt to EBITDA is likely to be sustained above 4 times or if EBITA
to interest expense is likely to be sustained below 2 times.

An upgrade would likely require debt-to-EBITDA leverage to be
sustained at or below 3 times. Greater diversification of revenues
and cash flow into more value added products would also support an
upgrade.

The principal methodology used in this rating was Global Food -
Protein and Agriculture published in September 2009.

Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
the world's largest pork producer and processor. Sales for the
twelve months fiscal year ended April 29, 2012 were approximately
$13.1 billion.


SMITHFIELD FOODS: S&P Rates $650MM Senior Secured Notes 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Smithfield, Va.-based Smithfield Foods Inc.'s proposed
$650 million senior unsecured notes due 2022, which Smithfield
plans to issue off its shelf registration. "The recovery rating on
this debt is '3', indicating our expectation for meaningful
recovery (50%-70%) in the event of a payment default. While the
estimated recovery under the company's capital structure pro forma
for this debt offering is well above this recovery range, we cap
the recovery rating at '3' according to our criteria for unsecured
debt of issuers in the 'BB' category. The rating is based on
preliminary terms and conditions. Pro forma for the proposed
transaction, total debt outstanding is unchanged at about $2
billion," S&P said.

"We believe the company will use proceeds from the notes issue to
repay existing debt outstanding and that this transaction will be
leverage-neutral, including our estimate of a pro forma debt-to-
EBITDA ratio of about 2.5x, compared with a ratio of 2.4x for the
fiscal year ended April 29, 2012," S&P said.

"The ratings on Smithfield Foods reflect our assessment of the
company's 'fair' business risk profile and 'significant' financial
risk profile. Key credit factors considered in evaluating
Smithfield's business risk profile include its exposure to raw
material cost volatility and the possibility of some operating
margin compression over the next year. However, we believe
Smithfield has reduced its exposure to corn input costs and
increased focus on its core business, which will allow it to
better manage future price and raw material cost volatility. We
also believe the company will maintain its leading market
positions in refrigerated and processed pork offerings, given its
global operating footprint, and that good export markets will
enable the company to expand its geographic reach, given the
favorable long-term global demand outlook for pork-based
products," S&P said.

"The company's significant financial risk profile incorporates the
possibility that currently improved credit measures could weaken
during periods of weaker operating earnings (currently the outlook
for Smithfield in fiscal 2013). It also reflects management's
stated financial policy of maintaining a maximum net debt-to-
EBITDA target of about 3x (excluding acquisitions)," S&P said.

RATINGS LIST
Smithfield Foods Inc.
Corporate credit rating       BB/Stable/--

New Ratings
Smithfield Foods Inc.
Senior unsecured
  $650 mil. notes due 2022     BB
    Recovery rating            3


SOLYNDRA LLC: Feds' $5MM Thompson River Claim May Quell Criticism
-----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the U.S. Treasury
Department's bid earlier this month to recoup over $5 million in
stimulus money from Thompson River Power LLC could produce an easy
courtroom victory and help stanch criticism over Solyndra LLC's
collapse, experts said.

Bankruptcy Law360 relates that Thompson River received $6.5
million in 2010 under the American Recovery and Reinvestment Act
to convert a Montana coal-fired power plant into a wood-burning
plant, a source of renewable power. To the Treasury Department?s
chagrin, the company failed to produce either power or jobs.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SOMAXON PHARMACEUTICALS: Posts $2.1 Million Net Loss in Q1 2012
---------------------------------------------------------------
Somaxon Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2.12 million on $$2.74 million of
revenue for the three months ended March 31, 2012, compared with a
net loss of $17.04 million on $2.32 million of revenue for the
same period a year ago.

The Company's balance sheet at March 31, 2012, showed
$12.35 million in total assets, $7.14 million in total
liabilities, and stockholders' equity of $5.21 million.

PricewaterhouseCoopers LLP, in San Diego, California, expressed
substantial doubt about Somaxon'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 and negative cash
flows.

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

                       http://is.gd/UAu7kM

San Diego-Calif.-based Somaxon Pharmaceuticals, Inc., is a
specialty pharmaceutical company focused on the in-licensing,
development and commercialization of proprietary branded products
and product candidates to treat important medical conditions where
there is an unmet medical need and/or high-level of patient
dissatisfaction, currently in the central nervous system
therapeutic area.


SUPERVALU: S&P Lowers Corp. Credit Rating to 'B'; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Eden
Prairie, Minn.-based grocer and food wholesaler SUPERVALU. "We
lowered our corporate credit rating on the company to 'B' from
'B+'. Concurrently, we removed all ratings from CreditWatch with
negative implications, where they were placed on July 11, 2012.
The outlook is negative," S&P said.

"At the same time, we assigned a 'BB-' issue rating and '1'
recovery rating to the proposed $850 million secured term loan due
2019, indicating our expectation for very high (90-100%) recovery
in the event of a payment default. We also lowered the issue-level
rating on the company's unsecured debt to 'B-' from 'B', keeping
the recovery rating at '5', indicating our expectation for modest
(10%-30%) recovery in the event of payment default," S&P said.

"The downgrade reflects our expectations for sales and
profitability to erode more than we anticipated in fiscal 2013 and
2014," said Standard & Poor's credit analyst Ana Lai, "due to
intense competition and the rollout of SUPERVALU's more aggressive
pricing strategy at its supermarket business."

"The negative outlook reflects our view that execution risks
related to SUPERVALU's new pricing strategy at its supermarkets
could result in a greater-than-expected fall in profitability if
sales improvement does not materialize; or else a transaction to
enhance shareholder value could further erode SUPERVALU's credit
protection measures," S&P said.

"We could lower the ratings if SUPERVALU's operating results
underperform our expectations, leading to adjusted debt to EBITDA
rising toward 6.5x. This scenario could occur if SUPERVALU's sales
decline by 7% and its gross margin narrows by 80 bps in fiscal
2013 compared to fiscal 2012. A downgrade could also result from
potential transactions to enhance shareholder value that could
further erode credit protection measures," S&P said.

"Although not likely in the near-to-intermediate term, we would
need to see meaningful improvement in sales trends as the company
implements its new pricing strategy before considering a positive
rating action. For example, lease-adjusted debt to EBITDA would
need to improve to the 4x area on a sustained basis. This could
result from a more moderate-than-anticipated sales decline of
about 1% and gross margin decline of 30 bps in fiscal 2013
compared to fiscal 2013. We could also consider an upgrade if
SUPERVALU were to pursue asset sales and use the proceeds to
reduce debt, if this contributes to an improvement in credit
protection measures with debt leverage toward this 4x level," S&P
said.


TALON THERAPEUTICS: Amends 2006 Employee Stock Purchase Plan
------------------------------------------------------------
The Board of Directors of Talon Therapeutics, Inc., approved an
amendment to the Company's 2006 Employee Stock Purchase Plan
increasing the number of shares of the Company's common stock
available for purchase thereunder by 400,000.  The Company had
originally reserved 187,500 shares under the Plan when it was
initially adopted in 2006 and in July 2011, increased the number
of shares available for purchase by an additional 150,000.

Moreover, effective July 16, 2012, the Company moved its corporate
offices to 400 Oyster Point Boulevard, Suite 200, South San
Francisco, California 94080.  All Company telephone and facsimile
numbers remain unchanged.

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

The Company's balance sheet at March 31, 2012, showed $7.77
million in total assets, $62.23 million in total liabilities,
$34.66 million in redeemable convertible preferred stock, and a
$89.13 million total stockholders' deficit.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


TRANSATLANTIC PETROLEUM: Had $4.8-Mil. Net Loss in 1st Quarter
--------------------------------------------------------------
TransAtlantic Petroleum Ltd. filed its quarterly report on Form
10-Q, reporting a net loss of US$4.80 million on US$34.94 million
of revenues for the three months ended March 31, 2012, compared
with a net loss of US$21.15 million on US$29.08 million of
revenues for the same period in 2011.

The Company's balance sheet at March 31, 2012, showed
US$475.84 million in total assets, US$288.97 million in total
liabilities, and stockholders' equity of US$186.87 million.

As reported in the TCR on March 29, 2012, KPMG LLP, in Calgary,
Canada, expressed substantial doubt about TransAtlantic
Petroleum'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 and has a working capital deficiency.

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

                       http://is.gd/iDuxUH

Istanbul, Turkey-based TransAtlantic Petroleum Ltd. is an
international oil and natural gas company engaged in acquisition,
exploration, development and production.  The Company has focused
its operations in countries that are net importers of petroleum,
have an existing petroleum transportation infrastructure and
provide favorable commodity pricing, royalty and tax rates to
exploration and production companies.  The Company holds interests
in developed and undeveloped oil and natural gas properties in
Turkey, Bulgaria and Romania.  As of March 31, 2012, approximately
40% of the Company's outstanding common shares were beneficially
owned by N. Malone Mitchell, 3rd, the chairman of the Company's
board of directors and chief executive officer.


TRIDENT MICROSYSTEMS: Committee Taps Campbells as Cayman Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for District of Delaware authorized the
statutory committee of equity security holders in the Chapter 11
cases of Trident Microsystems, Inc., et al., to retain Campbells
as Cayman Islands counsel.

                     About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.

The Statutory Committee of Equity Security Holders is represented
by Dewey & Leboeuf Quinn and Bayard, P.A..  Quinn Emanuel Urquhart
& Sullivan, LLP, serves as conflicts counsel.  Alvarez & Marsal
North America, LLC, serves as its financial advisors.


TRIDENT MICROSYSTEMS: Two New Members in Creditors Committee
------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, filed an amended
list of members of the Official Committee of Unsecured Creditors
in the Chapter 11 case of Debtor Trident Microsystems (Far East)
Ltd.

The Committee now comprises of:

      1. United Microelectronics Corporation
         Attn: Rex Lo
         488 De Guigne Drive
         Sunnyvale, CA 94085
         Tel: (408) 523-7800
         Fax: (408) 733-8090

      2. Cisco Systems, Inc.
         Attn: William W. Friedman, Esq.
         300 East Tasman Drive 10/2
         San Jose, CA 95134-1706
         Tel: (408) 527-7460
         Fax: (408) 413-53651

      3. Cadence Design Systems BV (Netherlands)
         Attn: Michael Williams, Esq.
         2655 Seely Ave, Bldg. 5
         San Jose, CA 95134
         Tel: (408) 894-2430
         Fax: (408) 428-50012

Cisco Systems, Inc., and Cadence Design replaced ARM Limited and
WIPRO Technologies in the Committee.  Former members had
voluntarily resigned.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.

The Statutory Committee of Equity Security Holders is represented
by Dewey & Leboeuf Quinn and Bayard, P.A..  Quinn Emanuel Urquhart
& Sullivan, LLP, serves as conflicts counsel.  Alvarez & Marsal
North America, LLC, serves as its financial advisors.


U.S. POSTAL: May Default on Future Retirees Fund
------------------------------------------------
Jennifer Levitz, writing for The Wall Street Journal, reports that
the U.S. Postal Service repeated on Wednesday that without
congressional action, it will default on a legally required annual
$5.5 billion payment, due Aug. 1, into a health-benefits fund for
future retirees.  WSJ says action in Congress isn't likely, as the
House prepares to leave for its August recess.

According to WSJ, the agency also warned it will default on its
2012 retiree health payment as well -- also roughly $5.5 billion,
due Sept. 30 -- if there is no legislative action by then.

The report notes a spokesman said the default would be a first in
the Postal Service's long history.

WSJ relates the Postal Service said a default on the payment, for
2011, wouldn't directly affect service or its ability to pay
employees and suppliers.  But "these ongoing liquidity issues
unnecessarily undermine confidence in the viability of the Postal
Service among our customers," said spokesman David Partenheimer.

WSJ notes the Postal Service had a loss of $3.2 billion in the
second quarter of this fiscal year; it is to report third-quarter
results on Aug. 9.

The agency blames factors including declining mail volumes and the
unusual 2006 mandate by Congress that it annually set aside
billions for future retirees.

WSJ recounts the senators voted in April, on a bipartisan basis,
for legislation that largely shores up the agency's finances by
returning an estimated $10.9 billion overpayment made into the
federal employee pension system.  The legislation limits the
agency's ability to close postal branches and stop Saturday
delivery.


UNITED BANCSHARES: Had $237,800 Net Loss in 1st Quarter
-------------------------------------------------------
United Bancshares, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $237,809 on $759,558 of net interest
income (before provision for loan losses) for the three months
ended March 31, 2012, compared with a net loss of $306,958 on
$764,007 of net interest income (before provision for loan losses)
for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$69.28 million in total assets, $64.26 million in total
liabilities, and stockholders' equity of $5.02 million.

"As of March 31, 2012 and Dec. 31, 2011, the Bank's tier one
leverage capital ratio was 6.24% and 6.27%, respectively, and its
total risk based capital ratio was 12.12% and 12.41%,
respectively.  These ratios are below the levels required by the
Orders.  Management believes that the Bank has and will continue
to comply with the terms and conditions of the Orders and will
continue to operate as a going concern and an independent
financial institution for the foreseeable future."

As reported in the TCR on April 23, 2012, McGladrey & Pullen, LLP,
in Blue Bell, Pennsylvania, expressed substantial doubt about
United Bancshares' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company's and the
Bank's regulatory capital amounts and ratios are below the
required levels stipulated with Consent Orders between
the Company and its regulators.  "Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Bank."

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

                       http://is.gd/3dvZHP

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.


UROLOGIX INC: Had $968,000 Net Loss in March 31 Quarter
-------------------------------------------------------
Urologix, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $968,000 on $4.74 million of sales for the three
months ended March 31, 2012, compared with a net loss of $983,000
on $2.98 million of sales for the three months ended March 31,
2011.

For the nine months ended March 31, 2012, the Company reported a
net loss of $3.47 million on $12.53 million of sales, compared
with a net loss of $2.40 million on $9.66 million of sales for the
nine months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$13.04 million in total assets, $11.29 million in total
liabilities, and stockholders' equity of $1.75 million.

"As a result of the Company's history of operating losses and
negative cash flows from operations, and the licensing fee and
transaction expenses related to the Prostiva acquisition, there is
substantial doubt about our ability to continue as a going
concern.  The Company's cash and cash equivalents may not be
sufficient to sustain day-to-day operations for the next 12 months
and the Company's ability to continue as a going concern is
dependent upon improving its liquidity.  While its primary goal is
to generate capital through cash flow from operations, the Company
is also pursuing financing alternatives.  On Jan. 11, 2012, the
Company entered into a line of credit facility with Silicon Valley
Bank to provide additional liquidity.  The line of credit allows
borrowing by the Company of up to the lesser of $2.0 million or
the defined borrowing base consisting of 80% of eligible accounts
receivable.  As of March 31, 2012, the Company has not borrowed
against this facility. T here is no assurance that our cash, cash
generated from operations, if any, and available borrowing under
our agreement with Silicon Valley Bank will be sufficient to fund
our anticipated capital needs and operating expenses, particularly
if product sales do not generate revenues in the amounts currently
anticipated or if our operating costs are greater than
anticipated."

"The Company's current plan to improve its cash and liquidity
position is to raise capital by incurring additional indebtedness
or an offering of its equity securities or both."

On April 30, 2012, the Company was notified that it did not meet
the requirements for continued listing on the Nasdaq Capital
Market because its shareholders' equity was $1,752,000 at
March 31, 2012, which is less than the $2.5 million in
shareholders' equity required by the Nasdaq Stock Market Listing
Rules.  Under the Listing Rules, the Company has 45 calendar days
to submit a plan to regain compliance with this standard.  If the
plan is accepted, the Nasdaq Stock Market can grant an extension
of up to 180 calendar days from the date of its letter to evidence
compliance with the minimum shareholders' equity requirement.
Compliance with the minimum shareholders' equity requirement will
be achieved only through generating significant income from
operations during the timeframe for compliance or by an equity
financing in an amount sufficient to restore the Company's
shareholders? equity to at least $2.5 million."

As reported in the TCR on Sept. 26, 2011, KPMG LLP, in
Minneapolis, Minnesota, expressed substantial doubt about
Urologix, Inc.'s ability to continue as a going concern, following
the Company's for the fiscal year ended June 30, 2011.  The
independent auditors noted that the Company has suffered
recurring losses from operations and negative operating cash flows
and has entered into a new licensing agreement.

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

                       http://is.gd/MPZR5W

Minneapolis, Minn.-based Urologix, Inc., develops, manufactures,
and markets non-surgical, therapies that use proprietary
technology for the treatment of the symptoms and obstruction
resulting from benign prostatic hyperplasia (BPH), a disease that
affects more than 23 million men worldwide.


UTSTARCOM INC: Himanshu Shah Discloses 12.5% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Himanshu H. Shah and his affiliates disclosed
that, as of July 11, 2012, they beneficially own 19,004,034 shares
of common stock of UTStarcom Holdings Corp. representing 12.56% of
the shares outstanding.

Shah Capital Management disclosed beneficial ownership of
18,087,612 common shares or 11.95% equity stake as of July 11,
2012.  Shah Capital previously reported beneficial ownership of
17,285,551 common shares or a 11.03% equity stake as of Jan. 10,
2012.

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

                        http://is.gd/GLxGYM

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company reported a net loss of $4.72 million on $46.65 million
of net sales for the three months ended March 31, 2012, compared
with a net loss of $10.51 million on $61.26 million of net sales
for the same period during the prior year.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$590.27 million in total assets, $328.11 million in total
liabilities and $262.16 million in total equity.


VELO HOLDINGS: Wants Until Nov. 28 to Propose Chapter 11 Plan
-------------------------------------------------------------
Velo Holdings Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York to extend their exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Nov. 28, 2012, Jan. 27, 2013, respectively.

The Debtor need additional time to stabilize and operate their
businesses and to engage in further coordinated efforts with the
Prepetition Lenders, the Official Committee of Unsecured Creditors
and other parties-in-interest to reach plan confirmation.

There's a hearing on July 25, at 10 a.m. (Eastern Time).
Objections, if any, are due July 20, at 4 p.m.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Alvarez & Marsal North America, LLC, as
restructuring advisor.  V2V Holdings LLC disclosed $162,990,423
plus undetermined amount and $643,858,584 in liabilities plus
undetermined amount as of the Chapter 11 filing.  The petitions
were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.  Cooley
LLP represents the Committee.  Carl Marks Advisory Group LLC
serves as its financial advisor.

The Court approved bidding procedures for the sale of
substantially all assets of Debtor Neverblue Communications, Inc.,
and 100% of the equity of 3091224 Nova Scotia Company that is
owned by LN, Inc.  The auction will take place at 10 a.m.
(prevailing Eastern Time) on July 31, 2012, at the offices of
Dechert LLP, 1095 Avenue of the Americas, New York City or at
later time or other place as the sellers will determine after
consultation with their advisors.  Qualified bids are due 5 p.m.
on July 27.


VERMILLION INC: Posts $1.8-Mil. Net Loss in First Quarter
---------------------------------------------------------
Vermillion, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.78 million on $312,000 of revenue for
the three months ended March 31, 2012, compared with a net loss of
$4.29 million on $431,000 of revenue for the same period last
year.

The Company's balance sheet at March 31, 2012, showed
$20.54 million in total assets, $11.81 million in total
liabilities, and stockholders' equity of $8.73 million.

As reported in the TCR on April 2, 2012, PricewaterhouseCoopers
LLP, in Austin, Texas, expressed substantial doubt about
Vermillion, Inc.'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 and negative cash flows from
operations and has debt outstanding due and payable in October
2012.

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

                       http://is.gd/UEzuHw

Austin, Texas-based Vermillion, Inc. (NASDAQ: VRML)
-- http://www.vermillion.com-- is dedicated to the discovery,
development and commercialization of novel high-value diagnostic
tests that help physicians diagnose, treat and improve outcomes
for patients.  Vermillion, along with its prestigious scientific
collaborators, has diagnostic programs in oncology, cardiology and
women's health.


VESCOR CAPITAL: TIC Investors Sue Bank, Law Firm Over Ponzi Scheme
------------------------------------------------------------------
Breakwater Equity Partners disclosed that a group of 28 tenant-in-
common (TIC) investors who were victims of a Ponzi scheme filed a
complaint in Nevada District Court for damages and jury demand
against Wells Fargo, Stewart Title Company and Holland & Hart LLP.

The complaint alleges several improprieties related to a
commercial real estate transaction, including aiding and abetting
fraud, legal malpractice and breach of contract.  The investors
are seeking a judgment of more than $16 million for the recovery
of the investment, plus attorneys' fees and lost profits.

The legal action involves two properties located in Siena Office
Park at 2850 W. Horizon Ridge Parkway, Building 5 and 861 Coronado
Center Drive, Building 3 in Henderson, Nev., purchased by the
Siena TIC investors in June 2007.

The complaint alleges the investors were victimized by a complex
financial scheme through which real estate and banking entities
conspired to solicit individuals to purchase tenant-in-common
interests in the Siena property.  The Siena TIC investors claim
the transaction was flawed from the start and served little
purpose other than to generate fees and other income for the
entities involved in its creation.

According to the complaint, at the time of the purchase, the
investors were unaware the properties were linked to a Ponzi
scheme led by Utah businessman Val Southwick and VesCor Capital
Corp.  The Utah Attorney General was investigating the Ponzi
scheme as the Siena transaction was going through the closing
process.  The Siena TIC investors claim neither the sponsor,
Triple Net Properties, nor the lender, Wachovia (now Wells Fargo),
disclosed the existence of the Ponzi scheme investigation to the
investors.  As a result of the investigation, $2.8 million of the
investors' money was seized.  Recently, a U.S. District Court
judge in Utah awarded the investors $2 million of the $2.8 million
(case no. 2:09-cv-00595).

The allegations against Wachovia (now Wells Fargo) include aiding
and abetting fraud in the transaction.  The complaint alleges the
sponsor intentionally misrepresented or omitted material facts,
and that the bank assisted the sponsor.  The complaint also states
the sponsor failed to notify the investors of the substantial
risks associated with purchasing the properties from an entity
involved in the VesCor Ponzi scheme.

The Siena property was sold by ROCSEV Capital LLC, an entity held
by Southwick, a Utah businessman convicted of running the largest
financial scheme in the state's history.  Southwick defrauded
hundreds of investors for more than $100 million over a period of
17 years.  In 2008, Southwick pleaded guilty to nine counts of
securities fraud and is currently serving nine consecutive 1- to
15-year prison terms in Utah.

Breakwater CEO Phil Jemmett believes the deal's sponsor, Triple
Net Properties, and the lender, Wachovia (now Wells Fargo), knew
the property was part of a Ponzi scheme and did not inform the
investors.  Jemmett also alleges Grubb & Ellis, the successor to
Triple Net Properties, improperly claimed it was the party
entitled to the Siena investors' escrow funds, used the TIC
investor funds to pay for its legal defense, and hired the law
firm Holland & Hart to represent the investors without their
approval.

"Holland & Hart represented the Siena TIC investors without their
consent while also representing Grubb & Ellis," Jemmett said.  "We
believe that Holland & Hart had a glaring conflict of interest.
This unethical arrangement between Grubb & Ellis and Holland &
Hart ultimately forced the Siena TIC investors into a settlement
with a court-appointed receiver that cost them more than $850,000.
This is on top of the hundreds of thousands of dollars that the
investors paid to a law firm they never hired.  Even worse, the
investors had to hire separate legal counsel to battle the law
firm that was purportedly representing them. The investors have
suffered millions of dollars in damages."

The complaint also alleges Stewart Title Company breached its
contract with the investors by failing to release $300,000 in
litigation funds designed to be used to reimburse the investors
for legal fees and other costs associated with the acquisition of
the Siena properties.

The investors hired Breakwater Equity Partners to restructure the
debt on the property, retain and manage litigation counsel, assist
in the recovery of the lost investment and other cash outlays, and
oversee bankruptcy reorganization, if necessary.

"Sadly, this type of situation is becoming increasingly common,"
said Bart Larsen of Kolesar and Leatham, the attorney representing
the investors.  "This is yet another example of large companies
taking advantage of ordinary investors.  The Siena TICs, many of
whom invested their retirement funds or other savings in this
scheme, cannot afford to lose their investment.  We look forward
to presenting all of the facts in court."

                      About Vescor Capital

Based in Ogden, Utah, Vescor Capital Inc., invests in real estate-
based, income-producing projects throughout the western United
States.  The company filed for chapter 11 protection on May 30,
2007 (Bankr. D. Utah Case No. 07-22435).  J. Thomas Beckett,
Esq., at Parsons Behle & Latimer, represents the Debtor.  When
the Debtor filed for protection from its creditors, it disclosed
estimated assets and debts between $1 million and $100 million.


VITRO SAB: TRO Against Bondholders Extended During Appeal
---------------------------------------------------------
Carla Main, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Vitro SAB bondholders
will remain blocked from seizing assets of the Mexican glassmaker
while an appeal over the company's bankruptcy plan is pending, an
appeals court decided.  The stay that a bankruptcy judge in Dallas
imposed last month will "remain in place during the pendency of
this appeal or until further order of this court," the U.S. Court
of Appeals in New Orleans said July 18.

The report recounts that Vitro appealed after U.S. Bankruptcy
Judge Harlin DeWayne Hale refused to enforce the company's Mexican
reorganization plan in the U.S. last month, saying it was
"manifestly contrary" to U.S. public policy.  A Mexican court
approved the plan in February, after more than a year of legal
battles between Vitro and bondholders including Paul Singer's
Elliott Management Corp.

The company is pleased the appeals court "extended the
temporary restraining order, thereby providing important clarity
and certainty for Vitro's U.S. customers throughout the appeal
process," said Roberto Riva Palacio, a spokesman for Vitro,
which is based in San Pedro Garza Garcia, Mexico, according to the
Bloomberg report.

The case is Vitro SAB v. Ad Hoc Group of Vitro Noteholders,
12-10689, U.S. Court of Appeals for the Fifth Circuit (New
Orleans).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


VORNADO REALTY: Fitch Rates $300MM Series K Preferred Stock 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'BB+' to the $300
million 5.70% series K preferred stock issued by Vornado Realty
Trust (NYSE: VNO).  Net proceeds from the offering are expected to
be used general corporate purposes which may include the
redemption of higher dividend preferred stock or units.  The
issuance will have no impact on VNO's leverage and will result in
a negligible improvement in fixed charge coverage assuming the
redemption of a similar amount of preferred stock or units.
Fitch currently rates VNO and Vornado Realty, L.P. (collectively,
Vornado) as follows:

Vornado Realty Trust:

  -- Issuer Default Rating (IDR) at 'BBB';
  -- Preferred stock at 'BB+';

Vornado Realty, L.P.:

  -- IDR at 'BBB';
  -- Unsecured revolving credit facility at 'BBB';
- - Senior unsecured notes at 'BBB'.

The Rating Outlook is Stable.

The ratings reflect Vornado's credit strengths, including its
strong access to capital, exceptional unencumbered assets to
unsecured debt, and maintenance of leverage appropriate for the
rating category, a high-quality portfolio of properties,
manageable lease maturities and granular tenant base.

These positive rating elements are offset by the likelihood for
declining recurring operating EBITDA and higher recurring capital
expenditures as the Base Realignment and Closure statute (BRAC)
related leases expire resulting in a lower fixed charge coverage
ratio.  Fitch also notes the company's debt maturity schedule has
sizable concentrations of secured debt in 2013 but should be
refinanced and not negatively impact liquidity.  Fitch will also
monitor whether Vornado's future investments deviate from its
renewed focus on its core New York and Washington, D.C. office and
retail markets.  The most recently announced transactions were
consistent with Fitch's expectations as the acquisition of prime
New York City retail was partially funded by disposition proceeds
from multiple non-core assets (primarily Merchandise Mart
properties).

Vornado's leverage ratio remains consistent with a 'BBB' rating,
as the company's net debt to recurring operating EBITDA ratio was
6.4 times (x) for the trailing 12 months (TTM) ended March 31,
2012, down from 6.8x and 7.1x as of Dec. 31, 2010 and 2009,
respectively.  Leverage including Fitch's estimate of recurring JV
distributions (namely dividends from ownership interests in
Alexander's Inc.  and Lexington Realty Trust) in recurring
operating EBITDA lowers leverage to 6.2x for the TTM ended March
31, 2012.  Fitch forecasts leverage including JV distributions to
remain around the 6.5x level through 2014 and the preferred
issuance does not change Fitch's forecast.  Fitch defines leverage
as net debt divided by recurring operating EBITDA.

The company's fixed-charge coverage ratio was 2.0x for the TTM
ended March 31, 2012, consistent with 2.0x in 2010 and up from
1.6x in 2009.  Fitch expects coverage to decline to 1.8x in 2014
due to BRAC, and be modestly higher than 1.8x when incorporating
Fitch's estimate of recurring JV distributions.  Fitch defines
fixed-charge coverage as recurring operating EBITDA less recurring
capital expenditures and straight-line rents, divided by interest
incurred and preferred stock and OP unit distributions.

The company's portfolio benefits from tenant diversification with
the top 30 tenants representing only 27% of total revenue.
However, the largest tenant is the United States Government which
accounts for 7% of total revenue and the implementation of BRAC
for the Department of Defense, coupled with the move by related
contractors have caused this exposure to become a temporary credit
negative.  Offsetting this exposure is the otherwise manageable
lease expiration schedule (as measured by annual escalated
expiring rent) with no segment's (excluding Merchandise Mart)
surpassing 15% annually and averaging 8% going forward.

The ratings are further supported by VNO's unencumbered property
coverage of unsecured debt, which gives the company significant
financial flexibility as a source of contingent liquidity.
Consolidated unencumbered asset coverage of net unsecured debt
(calculated as annualized first-quarter 2012 unencumbered property
EBITDA divided by a blended 7.8% stressed capitalization rate)
results in coverage of 4.0x (and surpasses 5.0x pro forma for the
April note redemptions).  The ratio is strong for the rating,
particularly given the unencumbered Manhattan office and retail
properties are highly sought after by secured lenders and foreign
investors, resulting in stronger contingent liquidity relative to
many asset classes.  The company's investments in public companies
improves coverage by a half-turn after a 50% haircut although they
are not captured under Fitch's criteria.

The two-notch differential between VNO's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'.  Based on Fitch Research on 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

The Stable Rating Outlook is driven in part by Fitch's expectation
that VNO will maintain appropriate credit metrics in light of the
BRAC related earnings erosion, in addition to its average
liquidity profile.  For the period April 1, 2012 to Dec. 31, 2013,
the company's sources of liquidity (cash, availability under the
company's unsecured revolving credit facility, and Fitch's
expectation of retained cash flows from operating activities after
dividends and distributions) covered uses of liquidity (pro rata
debt maturities and Fitch's expectation of committed development
and recurring capital expenditures) by 1.0x.

Although Fitch does not anticipate positive ratings momentum in
the near to medium term, the following factors may result in
positive momentum on the rating and/or Outlook:

  -- Net debt to recurring operating EBITDA sustaining below 5.5x
     (TTM leverage was 6.5x as of March 31, 2012);

  -- Fixed-charge coverage sustaining above 2.7x (coverage was
     2.0x for the TTM ended March 31, 2012).

The following factors may result in negative momentum on the
rating and Outlook:

  -- Leverage sustaining above 7.5x;

  -- Fixed-charge coverage sustaining below 1.8x;

  -- A sustained liquidity coverage ratio below 1.0x.


VS FOX RIDGE: Wants to Employ Parsons Kinghorn as Counsel
---------------------------------------------------------
VS Fox Ridge LLC filed papers in Court seeking authority to employ
Matthew M. Boley, Esq., and the Salt Lake City law firm of Parsons
Kinghorn Harris, PC, as its Chapter 11 counsel at these hourly
rates.

          Matthew M. Boley              $275 per hour
          George B. Hofmann             $285 per hour
          Steven C. Strong              $285 per hour
          Victor Copeland               $150 per hour
          Bonnie Hamp, paralegal        $125 per hour
          Liliana Radon, paralegal       $75 per hour
          Diana Haney, legal assistant
             and project assistant       $65 per hour

Parsons has requested a $75,000 initial retainer, including the
$25,000 advanced by the Debtor prepetition, plus additional funds
once the initial retainer is exhausted.  Parsons wants the Debtor
to pay the remaining balance in $25,000 installments by July 31
and by Aug. 31.  Parsons reserves the right to accelerate the
payment dates if it is asked to provide services not coverged by
the retainer funds on deposit.

Meanwhile, the U.S. Trustee in Salt Lake City was scheduled to
convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) meeting
in the Debtor's case on July 17, 2012.  Proofs of claim are due by
Oct. 15, 2012.  Government proof of claim are due by Dec. 17,
2012.

                        About VS Fox Ridge

VS Fox Ridge, LLC, filed a bare-bones Chapter 11 petition (Bankr.
D. Utah Case No. 12-28001) in Salt Lake City on June 20, 2012.
Alpine, Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Judge Joel T. Marker presides over the case.  Matthew M. Boley,
Esq., at Parsons Kinghorn Harris, PC, serves as counsel.  The
petition was signed by Stephen Christensen, manager.


WYLDFIRE ENERGY: Sec. 341 Creditors' Meeting Set for Aug. 3
-----------------------------------------------------------
The U.S. Trustee for the Northern District of Texas will convene a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of Wyldfire Energy, Inc., on Aug. 3, 2012, at 11:00 a.m. at
Wichita Falls, Rm 216.B.

Proofs of claim are due in the case by Nov. 1, 2012.

                       About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls on June 20, 2012.  The Debtor disclosed total assets
of $15 million and total liabilities of $5.547 million, all
unsecured, as of June 20, 2012.  Tamara Ford, 100% stockholder,
signed the Chapter 11 petition.

Judge Harlin DeWayne Hale oversees the case.  The Law Offices of
Ronald L. Yandell, Esq., serves as the Debtor's counsel.


* Filial Piety No Defense in Nondischargeability Suit
-----------------------------------------------------
Carla Main, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that a district
judge in Los Angeles ruled last week that the imperative in
Chinese culture that children not disobey their parents isn't a
defense to a claim that a willful and malicious injury is
nondischargeable in bankruptcy.

According to the report, the bankruptcy judge found that all
elements of nondischargeability had been met other than to show
that the act was "done without just cause or excuse." The
bankruptcy judge found "just cause" because the bankrupt person
had been obeying parents under the Chinese notion of filial piety.
U.S. District Judge A. Howard Matz disagreed and reversed,
finding the debt nondischargeable.

The report relates that Judge Matz relied on a 1997 case from the
U.S. Court of Appeals in San Francisco called In re Bammer for the
conclusion that "filial piety cannot constitute just cause or
excuse." Citing Bammer, Judge Matz wrote that filial piety is
"standardless, unmeasurable, emotional and nonlegal."

The case is In re Hom, 11-01260, U.S. District Court, Central
District California (Los Angeles).


* Mortgages Can't Be Corrected After Chapter 11 Filing
------------------------------------------------------
Carla Main, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that a federal district
judge in North Carolina ruled last week that a typographical error
in a mortgage can't be corrected after bankruptcy.

The report relates that an individual filed for Chapter 11
protection owning a home encumbered by a mortgage. The mortgage,
according to land records, correctly listed the property's
address. The lot number, however, was incorrect. Instead of lot
978, it said lot 979.

According to the report, at the behest of the bankrupt owner, the
bankruptcy court invalidated the mortgage, and U.S. District Judge
Louise W. Flanagan in New Bern, North Carolina, affirmed the
decision.  She wrote that the mortgage was defective under state
law because it failed to identify the property "with certainty."
In the description of the property, the lot number is more
important than the street address under state law, she wrote.
Alternatively, the lender had asked the bankruptcy court to
"reform" the mortgage to correct the typographical error.  Judge
Flanagan said that reformation can be used to correct a mutual or
unilateral mistake.  Reformation isn't available, Judge Flanagan
said, if there is an "intervening lien creditor" without knowledge
of the mistake.

Explaining her reasoning further, she wrote that the bankrupt's
status as a hypothetical lien creditor under Section 544(a)(1) of
the Bankruptcy Code made him the intervening lien creditor so that
modifying the mortgage wasn't possible.

The case is Bank of America v. Meade, 11-501, U.S. District
Court, Eastern District of North Carolina (New Bern).


* 6 States Face Mounting Budget Crisis, Report Warns
----------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports six U.S. states are
facing long-term budget problems caused by rising health care and
pension costs, dwindling tax revenues and cuts in federal funding
that may raise the threat of more bankruptcies for local
municipalities, according to a report released Tuesday.

Carla Main, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that a group led by former
Federal Reserve Chairman Paul Volcker said that budget cuts in
Washington may put added pressure on state governments already
strained by employee pensions and rising health-care costs.

A report by the private panel of former government officials said
that Congress's need to reduce the budget deficit jeopardizes
state aid as well as tax breaks, including those for buyers of
municipal bonds, which assist state and local governments.

The potential cutbacks come just as states are stabilizing from
the toll taken by the 18-month recession that ended three years
ago.

The states face several fiscal challenges, according to the group,
including underfunded pension and medical benefits for employees,
as well as the oversight of cash-strapped local governments.


* Warren Buffett Sees Likely Increase in Municipal Bankruptcies
---------------------------------------------------------------
American Bankruptcy Institute reports that billionaire-investor
Warren Buffet said on Friday that bankruptcies by three California
cities in three weeks are making traditionally objectionable
chapter 9 municipal bankruptcy.


* U.S. Public-Pension Shortfall $4.6 Trillion, Budget Group Says
----------------------------------------------------------------
Carla Main, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that U.S. public pensions
are $4.6 trillion short of the amount of assets needed to cover
projected liabilities, an advocacy group said, more than twice
what Moody's Investors Service estimated this month.

The average plan is 41% funded, State Budget Solutions said in a
report yesterday.  The Alexandria, Virginia, group's partners
include the American Legislative Exchange Council, which advocates
"conservative public policy solutions," the Freedom Foundation and
the State Policy Network, which is composed of "free-market think
tanks."

State Budget Solutions said that taxpayers must make up the
difference between investment performance and promised benefits.
The group, using its report to advocate pension cuts, called the
gap "a hole that will overtake local and state governments."

"Without government actions, states, counties, cities and towns
all over America will go bankrupt," said Bob Williams, president
of State Budget Solutions, in the release.

Moody's, which rates debt in the $3.7 trillion municipal market,
said in a July 2 report that unfunded liabilities of state and
local pensions are $2 trillion, which it said was three times the
total reported by governments.


* SEC Fines Huron Consulting for Overstating Income
---------------------------------------------------
The Securities and Exchange Commission on July 19 charged Chicago-
based consulting firm Huron Consulting Group Inc., and two of its
former executives with accounting violations that overstated the
company's income for multiple years.

The SEC found that Huron, a provider of financial and operational
consulting services to clients in various industries, failed to
properly record redistributions of sales proceeds by the selling
shareholders of four firms acquired by Huron. The selling
shareholders redistributed the money to employees at those firms
who stayed on to work at Huron as well as other Huron employees
and themselves. Because the redistributions were contingent on the
employees' continued employment with Huron, based on the
achievement of personal performance measures, or not clearly for a
purpose other than compensation, Huron should have recorded the
redistributions as compensation expense in its financial
statements. By failing to do so, Huron overstated its pre-tax
income to the public. Former chief financial officer Gary Burge
and former controller and chief accounting officer Wayne Lipski
oversaw these accounting decisions at Huron.

Huron agreed to settle the SEC's charges by paying a $1 million
penalty, and Burge and Lipski agreed to pay a total of nearly
$300,000 in disgorgement and penalties to settle the charges
against them.

"Huron's income overstatements obscured the fact that a
substantial portion of the money it paid to acquire other
consulting firms was being used to retain professional talent at
the firm," said Merri Jo Gillette, Director of the SEC's Chicago
Regional Office. "Huron, Burge, and Lipski should have known that
their flawed accounting gave investors a misleading impression of
the profitability of Huron's acquisitions."

According to the SEC's order instituting settled cease-and-desist
proceedings, Huron's financial statements for 2006, 2007, 2008,
and the first quarter of 2009 were materially misstated as a
result of these accounting failures. In August 2009, Huron
restated those financial statements, thus reducing its net income
by approximately $56 million.

The SEC's order finds that in January 2008, Huron, Burge and
Lipski considered an SEC Staff Accounting Bulletin, which
referenced accounting principles applicable to the
redistributions, but that they subsequently did not determine the
full impact of the accounting principles on the company's
financial statements. As a result, Huron publicly overstated its
pre-tax income by 3.7% for 2005, 6.09% for 2006, 30.45% for 2007,
68.59% for 2008, and 25.29% for the first quarter of 2009.

The SEC's order finds that Huron violated Sections 13(a),
13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934
and Rules 12b-20, 13a-1, and 13a-13 thereunder. The order finds
that Burge and Lipski caused Huron's violations of Sections 13(a),
13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20,
13a-1 and 13a-13, and that they violated Rule 13b2-1.

In agreeing to settle the charges without admitting or denying the
SEC's findings, Huron consented to the SEC's order imposing a $1
million penalty and requiring the company to cease and desist from
committing or causing any violations or any future violations of
Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act
and Rules 12b-20, 13a-1, and 13a-13 thereunder. Burge and Lipski,
without admitting or denying the SEC's findings, also consented to
the order, which requires Burge to pay disgorgement of
$147,763.12, prejudgment interest of $30,338.46, and a penalty of
$50,000, and requires Lipski to pay disgorgement of $12,750,
prejudgment interest of $3,584.94, and a penalty of $50,000. The
order also requires Burge and Lipski to cease and desist from
committing or causing any violations and any future violations of
Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act
and Rules 12b-20, 13a-1, 13a-13, and 13b2-1.

The SEC's investigation was conducted in the Chicago Regional
Office by Ruta Dudenas, Rebecca Bernard, Thomas Meier, and Paul
Montoya with litigation counsel assistance from Robert Moye.

According to reporting by the Troubled Company Reporter, Huron --
-- http://www.huronconsultinggroup.com/-- has been retained to
provide consulting services in various Chapter 11 bankruptcy
cases, including RG Steel and Hussey Copper Corp.  In Hussey,
Huron was later replaced by Winter Harbor, LLC.  Huron also
advised the official committee of unsecured creditors in the 2009
liquidation case of motor parts maker Metaldyne Corp.


* BOOK REVIEW: Abraham Zaleznik's Learning Leadership
-----------------------------------------------------
Author: Abraham Zaleznik
Publisher: Beard Books
Hardcover: 548 pages
Listprice: $34.95
Review by Henry Berry

The lesson in Learning Leadership -- The Abuse of Power in
Organizations is to "use power so that substance leads process."
This is done, says the author, by keeping the "content of work at
the center of communication."

The premise of this intriguing book is that many managers,
executives, and other business leaders allow "forms of
communication [to become] the center of work."  As a result,
misguided and counterproductive leadership and management
practices have settled into many organizations.  A culprit is the
popular "how-to" leadership manuals that offer simple, superficial
principles that only skim the surface of leadership. Zaleznik
argues that the primary way to get work done is to put aside
personal agendas and deal directly with those who are involved in
the work.
With this emphasis on substance over process, the concept of
leadership lies not in techniques, but personal qualities. The
essential personal qualities of leadership are captured by the
"three C's" of competence, character, and compassion.  The author
then delves more deeply into each of these C's.  We learn, for
example, that the three C's are not learned skills.  Competence
entails "building one's power base on talent."

Character and compassion are the two other qualities of a leader
that must be present before there is any talk about methods of
operation, lines of communication, definition of goals, structure
of a team, and the like.  There is more to character that the
common definition of the "quality of the person."  Character also
embraces, says the author, the "code of ethics that prevents the
corruption of power."  Compassion is defined as a "commitment to
use power for the benefit of others, where greed has no place."
This concept of a good leader is not idealized or unrealistic.  It
takes into account human nature and the troubling behavior of many
leaders.  Of course, any position of leadership brings with it
temptations and the potential to abuse power.  Effective leaders
are those who "take responsibility for [their] own neurotic
proclivities," says the author.  They do this out of a sense of
the true purpose of leadership, which is communal benefit.  The
power holder will "avoid the treacheries of an unreasonable sense
of guilt, while recognizing the omnipresence of unconscious
motivation."

Zaleznik's definition of the essentials of leadership comes from
his study of notable (and sometime notorious) leaders.  Some tales
are cautionary.  The Fashion Shoe Company illustrates the problems
that can occur when a leader allows action to overcome thought.
The Brandon Corporation illustrates the opposite leadership
failing -- allowing thought to inhibit action.  Taken together,
the two examples suggest that balance is needed for good
leadership.  Andrew Carnegie exemplifies the struggle between
charisma and guilt that affects some leaders.  Frederick Winslow
Taylor is seen by the author as an obsessed leader.  From his
behavior in the Sicilian campaign in World War II, General Patton
is characterized as a leader who violated the code binding leaders
and those they lead.

With his training in psychoanalysis and his experience in the
business field, Zaleznik's leadership dissections and discussions
are instructive.  The reader will find Learning Leadership -- The
Abuse of Power in Organizations to be an engaging text on the
human qualities and frailties of leaders.

Abraham Zaleznik is emeritus Konosuke Matsushita Professor of
Leadership at the Harvard Business School.  He is also a certified
psychoanalyst.



                            *********

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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