TCR_Public/120723.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, July 23, 2012, Vol. 16, No. 203

                            Headlines

1063 MAITLAND: Case Summary & 7 Unsecured Creditors
1701 COMMERCE: Plan to Pay Unsecured Creditors in 5 Years
7971 OLD: Case Summary & 15 Unsecured Creditors
ADVANCED DISPOSAL: Moody's Reviews 'Ba3' CFR for Poss. Downgrade
AMERICAN AIRLINES: Plan Filing Deadline Extended to Dec. 28

AMERICAN AIRLINES: Has No Urgent Need for Merger, Says CEO
AMERICAN AIRLINES: Retirees Okayed to Retain Jenner & Block
AMERICAN LEARNING: Regains Compliance With Nasdaq Rules
AMERICANWEST BANCORP: Plan Outline Hearing Rescheduled to Aug. 30
AMONIX INC: Shutters U.S.-Backed Solar-Panel Facility in Nevada

ASCENDIA BRANDS: Chapter 11 Bankruptcy Case Dismissed
AVENTINE RENEWABLE: Moody's Lowers Corp Family Rating to 'Caa3'
AYERS CAPITOL: Counsel Can't Be Paid for Secretarial Work
B.O.S.: Receives Second NASDAQ Delisting Notification
BEAZER HOMES: Closes $470MM Offerings; To Redeem 12% Senior Notes

BION ENVIRONMENTAL: Senate Bill 1263 Included in PA Budget
BJ 400: Case Summary & 4 Unsecured Creditors
BLUESTONE RIDGE: Case Summary & Unsecured Creditor
BONNELL COURT: Case Summary & 8 Unsecured Creditors
BOOMERANG SYSTEMS: Raises $6.2 Million from Private Offering

BOUNDARY BAY: In Talks With EIF; Dunn Creditors Still Objecting
BROADCAST INTERNATIONAL: Enters Into $3MM Note Purchase Pact
BROADVIEW NETWORKS: Moody's Cuts Default Probability Rating to Ca
BROADWAY FINANCIAL: Names Norman Bellefeuille as Bank CLO
BUFFETS INC: Emerges From Chapter 11 Bankruptcy Protection

BUFFETS INC: Committee Says Lift of Stay Motion Unsupported
BUILDERS FIRSTSOURCE: Incurs $12.1 Million Net Loss in Q2
CAESARS ENTERTAINMENT: Bank Debt Trades at 10.73% Off
CASTILLO ENTERPRISES: Case Summary & 6 Unsecured Creditors
CDC CORP: Plan Confirmation Hearing Scheduled for Aug. 30

CENTRAL EUROPEAN: Reports $62.5-Mil. Net Income in 1st Quarter
CHEYENNE HOTELS: Competing Plans Filed by Debtor and Bank
CIRCLE ENTERTAINMENT: Settles "Huff" Derivative Lawsuit in N.Y.
CIRCUS & ELDORADO: Bank of New York Says Plan is Unconfirmable
CITY NATIONAL: Preston Pinkett's Equity Stake Increased by 1%

CO-OPERATIVE BANK: Fitch Cuts Rating on Teir 2 Sub. Notes to 'BB+'
CONTRACT RESEARCH: Sale-Based Plan Hearing on Sept. 11
CORPORATE EXEC BOARD: S&P Assigns Prelim 'BB-' Corp. Credit Rating
COUDERT BROTHERS: Judge Gives Law Firms OK to Appeal Ruling
CPI CORP: To Sell Missouri Real Estate to American Milling

CUSTER ROAD: In Talks With UBS for Plan Loan
D. MEDICAL: Receives NASDAQ Delisting Notice
DCB FINANCIAL: Files Form S-1; Registers 1.3MM Common Shares
DEWEY & LEBOEUF: Deadline for $104MM Ex-Partners Deal Extended
DEX MEDIA EAST: Bank Debt Trades at 49.6% Off in Secondary Market

DEX MEDIA WEST: Bank Debt Trades at 39.42% Off in Secondary Market
DISH NETWORK: Moody's Rates $500MM Sr. Unsecured Notes 'Ba2'
EASTERN LIVESTOCK: Aug. 15 Mediation with Judge Joan A. Lloyd
ESSENTIAL POWER: S&P Gives Prelim 'BB' Rating on $565MM Term Loan
FIBERTOWER CORP: Hearing Tuesday on Bid to Use Cash Collateral

FIRST CHEROKEE: Closed; Community & Southern Assumes All Deposits
FLY LEASING: S&P Assigns 'BB' Longterm Corp. Credit Rating
GARY PHILLIPS: Cash Collateral Hearing Continued Until July 31
GEORGIA GULF: S&P Puts 'BB-' CCR on Watch Positive over PPG Merger
GEORGIA TRUST: Closed; Community & Southern Assumes All Deposits

GENERAL MOTORS: Retirees Wrestle with Pension Buyout
GRAN CENTRAL: Case Summary & 5 Unsecured Creditors
GREAT CANADIAN: Upsized Note Offering No Impact on Moody's CFR
GREENBACK MORTGAGE: Case Summary & 6 Unsecured Creditors
GUITAR CENTER: Soren Mills Quits as EVP - Direct Brands

HANMI FINANCIAL: Reports $55.7 Million Net Income in 2nd Quarter
HAWKER BEECHCRAFT: Taps Epiq Bankruptcy as Administrative Advisor
HAWKER BEECHCRAFT: Wants to Hire PwC as Accounting Consultants
HEARTLAND BANK: Closed; Metcalf Bank Assumes All Deposits
HERCULES OFFSHORE: Files Fleet Status Report as of July 18

HI DUST: Case Summary & 20 Unsecured Creditors
HOLOGIC INC: Upsized Note Offering No Impact on Moody's 'B1' CFR
HOMELAND SECURITY: Stockholders OK Stock Split, Name Change
HORIZON LINES: Receives Consent to Amend 2011 U.S. Bank Indenture
HOSTESS BRANDS: Issues Extension of WARN Notice

HUSSEY COPPER: Amends Schedules of Assets and Liabilities
HUSSEY COPPER: Taps Highland Capital as Life Settlement Broker
HUSSEY COPPER: Wants to More Time to Negotiate Consensual Plan
ILC INDUSTRIES: Moody's Withdraws 'B2' Corporate Family Rating
INNOVATION VENTURES: S&P Rates Corp. Credit 'B-'; Outlook Stable

INTERNAL FIXATION: Board OKs Conversion of Debt to Common Stock
INTERNATIONAL FUEL: Black Diamond Plans to Invest $4.5 Million
KISCADDEN EQUITY: Voluntary Chapter 11 Case Summary
KNOLOGY INC: Moody's Withdraws 'B1' CFR/PDR After Debt Repayment
K-V PHARMACEUTICAL: Market Cap Below NYSE Listing Criteria

LBI MEDIA: S&P Cuts CCR to 'CC' on Subpar Debt Exchange Offer
LEHMAN BROTHERS: Settles CDS Agreement With Deutsche, et al.
LEHMAN BROTHERS: Gets Another Extension of Stay of 28 Suits
LEHMAN BROTHERS: To Recover $1.164-Bil. From ADR Settlements
LEHMAN BROTHERS: McCully, Mullen Seek Class Certification

LEHMAN BROTHERS: Creditors Group Seek $13.7-Mil. in Fees
LEHMAN BROTHERS: Barclays Appeals Ruling on Margin Assets Dispute
LIQUIDMETAL TECHNOLOGIES: Registers 79.2 Million Common Shares
MF GLOBAL: Global FX Clear's Schedules of Assets & Debts
MF GLOBAL: Market Services' Schedules of Assets & Debts

MF GLOBAL: Capital's Schedules of Assets & Debts
MF GLOBAL: Holdings USA's Schedules of Assets & Debts
MSR RESORT: Hilton, MSR's Post-Trial Damage Estimates $288MM Apart
NEP II: Moody's Withdraws 'B2' CFR/PDR & Stable Outlook
NEWPAGE CORP: Has OK to Replace Dewey & LeBoeuf With Proskauer

NEXSTAR BROADCASTING: To Buy 12 Newport TV Stations for $285.5MM
NEXSTAR BROADCASTING: S&P Keeps 'B' Corp. Credit Rating; Off Watch
NORTHPOINTE SRC: Case Summary & 7 Unsecured Creditors
OTERO COUNTY: EMCARE's Berglind Sits on Creditors Committee
OTERO COUNTY: Modifies Plan to Resolve Claim of Sandra J. East

OXFORD INDUSTRIES: S&P Withdraws 'BB-' Corporate Credit Rating
PARTY CITY: Moody's Says Term Loan Increase Credit Negative
PEREGRINE FIN'L: Trustee to Have Payout Estimate in 2 Weels
PEREGRINE FIN'L: Chief's Son Cooperating With Fraud Investigators
PJ FINANCE: General Unsecured Creditors Receive Payment in Full

PRE-PAID LEGAL: S&P Affirms 'B' Corporate Credit Rating
REAL MEX: Can Hire Deloitte FAS to Continue CRG Partners' Work
REVEL ENTERTAINMENT: Bank Debt Trades at 17.25% Off
RG STEEL: Massey Accuses RG Unit of Misusing Bankruptcy Stay
ROCHA DAIRY: D.L. Evans Bank Says Plan Outline Should be Denied

ROOMSTORE INC: Seeks Chapter 7 After DIP Lender Declares Default
RUBY TUESDAY: S&P Gives 'B' CCR; Rates $250MM Senior Notes 'B-'
RYAN INTERNATIONAL: Court Dismisses Ryan 763K's Ch. 11 Proceeding
SAAB CARS: Court Approves Donlin Recano as Balloting Agent
SAAB CARS: Creditors Have Until Sept. 14 to File Proofs of Claim

SANDY HILLS: Case Summary & 6 Unsecured Creditors
SANIMA-SCI CORP: Fitch Cuts Rating on Sr. Unsecured Notes to 'BB-'
SECOND FEDERAL SAVINGS: Closed; Hinsdale Bank Assumes All Deposits
SMITHFIELD FOODS: Fitch Raises Issuer Default Rating to 'BB'
SPL LOGISTICS: Moody's Assigns 'B2' Rating to Sr. Secured Notes

SPL LOGISTICS: S&P Assigns 'B+' Corporate Credit Rating
SPORTSMAN'S LINK: Court Cuts Lawyer's Fees Over Nondisclosure
STEREOTAXIS INC: Amends 2.8 Million Common Shares Offering
STEREOTAXIS INC: Amends 7.5 Million Common Shares Offering
STOCKTON, CALIF: Moody's Says Bankruptcy to Impact Debt Service

SUDDENLINK COMMUNICATIONS: Moody's Says Buyout Credit Negative
SUNY DOWNSTATE: Financial Woes Prompt Layoffs
SUPERVALU INC: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative
SYMS CORP: Asks Court Permission to Auction Florida Property
TEMECULA HIGHLANDS: Case Summary & 11 Unsecured Creditors

THE ROYAL PALM: Closed; First National Bank Assumes All Deposits
THORNE ELECTRONIC: Hires Roger Love to Prepare Tax-Related Items
TOWER OFFICE: Case Summary & 9 Unsecured Creditors
TRAFFIC CONTROL: Cancels Auction With Lone Lenders' Bid
TRIBUNE CO: Bank Debt Trades at 29.82% Off in Secondary Market

TRONOX INC: No Deal, Anadarko-Tronox Trial to Resume
UNIGENE LABORATORIES: Richard Levy Discloses 46.6% Equity Stake
URANIUM RESOURCES: NASDAQ Grants 180 Days for Compliance
USA SPRINGS: Chapter 7 Conversion Sought After Cancelled Auction
US FIDELIS: Has $13-Mil. Accord With Attorneys General

WABASH NATIONAL: Moody's Corrects April 17 Rating Release
WEGENER CORP: Incurs $1.1 Million Net Loss in June 1 Quarter
WEST CORP: Reports $36.7 Million Net Income in Second Quarter
WIND CITY: Case Summary & 14 Unsecured Creditors
WINSTAR COMM: Grant Thornton Win in Audit Suit Overturned

WP STEEL VENTURE: Wins Approval for Manager Incentive
WRIGHTCO TECHNOLOGIES: Case Summary & Largest Unsec. Creditors

* Bank Failures in 4 States Bring Year's Total to 38
* Business Bankruptcy Filings Hit Four-Year Low in June
* California Bankruptcies May Signal New Trend, Moody's Says

* White House Backs Bankruptcy Option for Student Loans
* Moody's Speculative-Grade Corporate Liquidity Stress Still Low
* S&P's Global Corporate Default Tally Revised to 47 Issuers

* Alvarez & Marsal Adds Risk Management Expert Shane McGriff
* Morrison & Foerster's Larren Nashelsky Elected Chair of Firm
* Sheppard Mullin's Seth Kim to Lead New Korean Office

* BOND PRICING: For Week From July 16 to 20, 2012

                            *********

1063 MAITLAND: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: 1063 Maitland Center Realty Trust
        P.O. Box 940658
        Maitland, FL 32794

Bankruptcy Case No.: 12-09909

Chapter 11 Petition Date: July 20, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: James H. Monroe, Esq.
                  JAMES H. MONROE, P.A.
                  P.O. Box 540163
                  Orlando, FL 32854
                  Tel: (407) 872-7447
                  Fax: (407) 246-0008
                  E-mail: jhm@jamesmonroepa.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 seven unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-09909.pdf

The petition was signed by Sheldon Greene, president of Morse
Realty, Inc., trustee.


1701 COMMERCE: Plan to Pay Unsecured Creditors in 5 Years
---------------------------------------------------------
1701 Commerce, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas plan of reorganization dated May 20,
2012).

The Plan was co-proposed by Vestin Realty Mortgage I, Inc.,
Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC.

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

   -- Class 3: Secured Claim of Dougherty/Dougherty Participants
      ($36,629,243) will be treated as fully secured and paid with
      interest through 60 monthly payments.

   -- Class 4: Secured Claim of Junior Noteholder ($3,400,000)
      will be paid with 5% interest through 60 monthly payments.

   -- Class 5: Secured Claim of CapSource ($300,000) will be paid
      with 8% interest through 60 monthly payments.

   -- Class 6: Other Secured Claims ($72,854) will receive a
      continuation of payments in accordance with loan documents.

   -- Class 7: Convenience Class of Unsecured Claims of $5,000
      will be paid 100% in cash without interest within 30 days
      after Effective Date.

   -- Class 8: Unsecured Claims in Excess of $5,000 will be paid
      100% with interest at 5% through 20 quarterly payments.

   -- Class 9: Equity Interests will retain 100% of Debtor's
      equity interests after confirmation of plan.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/1701_COMMERCE_ds.pdf

Additionally, the Debtor valued its property in its bankruptcy
schedules at $65,000,000 based on an independent appraisal of the
property prepared for Dougherty Funding, LLC as of Sept. 1, 2011.
An appraisal prepared by Cushman & Wakefield of Texas, Inc. for
the Debtor's equity owners valued the Debtor's property at
$55,000,000 as of March 27, 2012.

                       About 1701 Commerce

1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 12-41748) on March 26, 2012.  1701 Commerce LLC was
previously named Presidio Ft. Worth Hotel LLC, but changed its
name to 1701 Commerce LLC, prior to the petition date to reduce
and minimize any potential confusion relating to an entity named
Presidio Fort Worth Hotel LP, an unrelated and unaffiliated
partnership that was the former owner of the hotel property owned
by the Debtor.

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

1701 Commerce LLC owns and operates a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor
also operates a Shula's steakhouse at the Hotel.

Judge D. Michael Ly1nn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


7971 OLD: Case Summary & 15 Unsecured Creditors
-----------------------------------------------
Debtor: 7971 Old Redwood Hwy, LLC
        c/o Joel and Susan Rosenblum
        7890 Old Redwood Highway
        Cotati, CA 94931

Bankruptcy Case No.: 12-11949

Chapter 11 Petition Date: July 18, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Douglas B. Provencher, Esq.
                  LAW OFFICES OF PROVENCHER AND FLATT
                  823 Sonoma Avenue
                  Santa Rosa, CA 95404
                  Tel: (707)284-2380
                  E-mail: dbp@provlaw.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 creditors holding 20 largest
unsecured claims, which contains just 15 entries, is available for
free at http://bankrupt.com/misc/canb12-11949.pdf

The petition was signed by Susan Rosenblum, member.


ADVANCED DISPOSAL: Moody's Reviews 'Ba3' CFR for Poss. Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed all ratings of Advanced
Disposal Services, Inc., including the Ba3 corporate family
rating, under review for possible downgrade.

Ratings placed under review:

  Corporate Family Rating, at Ba3

  Probability of Default Rating, at B1

  $425 million Senior Secured Revolver Due 2016, at Ba3, LGD3,
  30%

Ratings Rationale

This rating action follows announcement by the company's financial
sponsor that it plans to acquire and then combine Veolia ES Solid
Waste Inc., an existing investment in Interstate Waste Services,
Inc. (unrated) and Advanced to form a new privately owned
environmental services business which is expected to have annual
revenues of approximately $1.4 billion.

The review will consider potential business and financial risks
for Advanced stemming from the transaction. These include the
financial profile resulting from the transaction as well as the
integration risks from the enlarged operational footprint, one
whereby +$1 billion of annual revenues would be combined into the
$355 million annual revenue base of Advanced. Potential for cost
actions following the transaction that could enhance EBITDA
margins levels of Advanced -- which have trended down in recent
years -- will also be considered. Moody's expects to conclude the
review by the fall of 2012, the time frame within which the
transaction is expected to close.

The principal methodology used in rating Advanced was the Sold
Waste Management Industry Methodology published in February 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.

Advanced Disposal Services, Inc., headquartered in Jacksonville,
Florida, provides nonhazardous solid waste collection, recycling,
transfer and disposal services in the southeastern United States.
Revenues for the last twelve months ended March 31, 2012 were
about $355 million.


AMERICAN AIRLINES: Plan Filing Deadline Extended to Dec. 28
-----------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York extended the period by which AMR Cop.,
American Airlines Inc., and its debtor affiliates have exclusive
right to file a Chapter 11 plan until December 28, 2012, and the
period to solicit acceptances of that plan until February 28,
2013.

Extension of the exclusive periods gained support from U.S.
Airways Group, Inc., American's ardent merger suitor.  U.S.
Airways said the extension represents a commitment on the part of
the Debtors and the Official Committee of Unsecured Creditors to
consider and review strategic alternatives, including a
combination, in order to determine what approach would maximize
the value available to stakeholders.  U.S. Airways believes that
that commitment, if fully and appropriately implemented, should
allow the Debtors and the Committee to discharge their fiduciary
duties to explore all available strategic alternatives.

The order came despite objection raised by a stockholder named
H.G. Plg, which objection was overruled by the Court.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

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

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

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

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

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

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


AMERICAN AIRLINES: Has No Urgent Need for Merger, Says CEO
----------------------------------------------------------
American Airlines Chief Executive Officer Tom Horton said his
bankrupt company's value is increasing, so it doesn't need a
merger as badly as suitor US Airways Group Inc., Mary
Schlangenstein of Bloomberg News reported.

"American is not going to determine its strategic future based on
the urgent need of another company to make a deal," Mr. Horton
said in an interview at Bloomberg's global headquarters in New
York.  "The value of our company is increasing," he said, while
the value of US Airways "is probably at its high water mark."

AMR Corp.'s American is positioning itself to thrive after
bankruptcy with aircraft upgrades and improving operational
performance, which led to record sales last quarter, Bloomberg
said quoting Mr. Horton.  American, which recently said it's
ready to compare mergers and strategic options against its own
plan to remain independent, doesn't see a combination as
necessary, he said, the report added.

Mr. Horton told Bloomberg that if the company decides a merger is
in the best interest of its stakeholders and creditors, it's not
clear that US Airways is the foremost contender.

US Airways, the most vocal of AMR's possible suitors, said it
won't wait indefinitely for a merger agreement.  US Airways Chief
Executive Officer Doug Parker has said a merger needs to occur
during American's bankruptcy to avoid transaction expenses that
would occur after emerging from court protection and to secure a
"better environment" to work out fleet, facility and technology
issues.

Only US Airways can solve bankrupt American's network
deficiencies with a merger, Bloomberg quoted Mr. Parker in a
previous report.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

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

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

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

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

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

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


AMERICAN AIRLINES: Retirees Okayed to Retain Jenner & Block
-----------------------------------------------------------
The Section 1114 Committee of Retired Employees in American
Airlines Inc.'s Chapter 11 cases sought and obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to retain Jenner & Block LLP as its counsel, nunc pro tunc to
June 8, 2012.

As the Retiree Committee's counsel, Jenner & Block will:

  (a) provide assistance, advice and representation concerning
      any proposed modification of the benefits to be provided
      to the Retirees;

  (b) negotiate with the Debtors concerning any proposed
      modification of the Retirees' benefits in general;

  (c) represent the Retiree Committee in any proceedings and
      hearings that involve or might involve matters pertaining
      to the benefits of the Retirees;

  (d) prepare on behalf of the Retiree Committee any necessary
      adversary complaints, motions, applications, orders and
      other legal papers relating to such matters;

  (e) advise the Retiree Committee of its powers and duties;

  (f) prosecute and defend litigation matters and such
      other matters concerning any proposed modification of the
      Retirees' medical benefits,or the Retirees' benefits in
      general, that might arise;

  (g) advise the Retiree Committee with respect to bankruptcy,
      general corporate, labor, employee benefits and litigation
      issues concerning any proposed modification of the
      Retirees' medical benefits, or the Retirees' benefits in
      general; and

  (h) perform such other legal services as may be necessary
      and appropriate for the efficient and economical
      resolution of the Retiree Committee's consideration of any
      proposal to modify the Retirees' benefits.

Jenner & Block will be paid according to its professionals'
hourly rates ranging from $560 to $1,050 for partners; $330 to
$600 for associates; $180 to $295 for paralegals; and $165 to
$180 for project assistants.  The firm's professionals expected
to be most active in this engagement are:

  Name                    Title              Rate per Hour
  ----                    -----              -------------
  Catherine L. Steege     Partner                $850
  Charles B. Sklarsky     Partner                $925
  Marc B. Hankin          Partner                $875
  Melissa M. Hinds        Partner                $575
  David H. Hixson         Associate              $550
  Michael H. Matlock      Paralegal              $295

The firm will also be reimbursed for expenses to be incurred.

Catherine L. Steege, Esq., a partner at Jenner & Block LLP, in
New York -- csteege@jenner.com -- discloses that her firm
currently represents and has represented certain parties-in-
interest in matters unrelated to the Debtors, a list of which is
available for free at:

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

To address certain disclosures sought by the U.S. Trustee, Ms.
Steege filed a supplemental disclosure to disclose that a certain
Jenner & Block partner who owned 5,000 shares of AMR stock has
sold her stock.  She notes that three Jenner & Block partners and
one associate served as clerks for judges in the Court.
Specifically, Patrick Trostle clerked for Judge Francis G. Conrad
from 1992 to 1994; Marc Hankin clerked for Judge Burton R.
Lifland from 1992 to 1994; Heather McArn clerked for Judge
Lifland from 1994 to 11996 and for Judge Arthur J. Gonzalez from
2007 to 2008; and Carl Wedoff clerked for Judge Stuart M.
Bernstein from 2009 to 2011.  It is expected that Mr. Hankin will
perform work for the Retiree Committee and depending on the
requirements of the client, Mr. Trostle, Ms. McArn or Mr. Wedoff
may also perform work for the Retiree Committee.

Ms. Steege further relates that American Airlines is not a
current firm client and the firm last did work for American
Airlines in 2009.  The firm represented American Airlines in
discrete matters primarily involving litigation.  The most
significant of these representations was the representation of
American Airlines in connection with lawsuits filed over the 1994
American Eagle accident in Roselawn, Indiana, and the 2001
Queens, New York accident, and the representation of American
Airlines between 1989 and 2003 in class action litigation mainly
pending in the Circuit Court of Cook County, Illinois over the
frequent flyer program.   Jenner & Block has not represented
American Airlines on any matters involving retiree benefits,
labor issues, restructuring matters, corporate work or matters
involving these Chapter 11 cases, she clarifies.

Ms. Steege says Jenner & Block is a party to a two-year agreement
with American Airlines entitled "Corporate Pricing Discount
Terms' dated February 20, 2011, which applies to tickets
purchased by the firm.  As of November 29, 2011, Jenner & Block
did not have any outstanding credits or other amounts owed to it
by American Airlines.  At the request of the U.S. Trustee, the
firm will record its time and expenses utilizing these
categories: attendance at committee meeting, committee
administration, attendance at hearings, travel, expenses,
fee/employment applications, benefits negotiations, discovery and
trial preparation, claims, she adds.

Ms. Steege maintains that Jenner & Block is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

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

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

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

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

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

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


AMERICAN LEARNING: Regains Compliance With Nasdaq Rules
-------------------------------------------------------
American Learning Corporation received notice from The Nasdaq
Stock Market LLC on July 19, 2012 indicating that the Company has
regained compliance with Nasdaq Listing Rule 5550(a)(2) relating
to the minimum bid price of the Company's common stock.

On June 1, 2012, the Company had received a deficiency letter from
Nasdaq indicating that the Company's Shares were subject to
delisting from The Nasdaq Capital Market because for 30
consecutive business days the Company's Shares had a bid price
below the $1.00 minimum bid as required for continued listing.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
was provided a grace period of 180 calendar days, or until
Nov. 27, 2012, to regain compliance with this requirement for
continued inclusion on The Nasdaq Capital Market.  Since then, the
closing bid price of the Company's Shares has been at $1.00 per
share or greater for at least 10 consecutive business days.
Accordingly, the Company has regained compliance with Listing Rule
5550(a)(2) and the matter is now considered closed.

American Learning Corporation, through its wholly owned
subsidiaries, Interactive Therapy Group Consultants, Inc. and
Signature Learning Resources, Inc., offers a comprehensive range
of services to children with developmental delays and
disabilities.


AMERICANWEST BANCORP: Plan Outline Hearing Rescheduled to Aug. 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
rescheduled to July 30, 2012, at 10 a.m., the hearing to consider
adequacy of the Disclosure Statement explaining the proposed
chapter 11 plan for Americanwest Bancorporation.

According to Debtor's case docket, the hearing scheduled for
July 10 was not held.

                      The Debtor's Plan

As reported in the Troubled Company Reporter on June 7, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtor filed a Chapter 11 plan hammered out with
secured lenders owed $177.5 million.  The lenders will take
ownership and receive a new $49.6 million mortgage in return for
existing debt.  They will invest $10 million to be used as working
capital to make payments under the plan.

Unsecured creditors with $18 million or less in claims will share
a pot of $1.5 million.  If the class of unsecured creditors
accepts the plan by the requisite percentage, the secured lenders
won't assert their $128 million deficiency claim as an unsecured
claim.  Purchasers with claims for alleged construction defects
will share $1.5 million plus proceeds of insurance.  The
disclosure statement estimates that defect claims aren't likely to
exceed $20 million.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/AMERICAN_WEST_May29plan.pdf

In a separate filing, the Debtor notified the Court that pursuant
to the terms of the mediation agreement and the entry of the order
appointing mediator entered on June 22, 2012, the Debtor has
withdrawn its Amended Plan and Disclosure Statement filed on
May 24, 2012.

The Debtor's case docket also reflected that on May 25, 2012,
Bruce K. Medeiros on behalf of HoldCo Advisors LP filed a Second
Disclosure Statement.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55,392,951 in assets and
$208,495,200 in liabilities as of the Chapter 11 filing.

American West filed a Chapter 11 plan hammered out with secured
lenders owed $177.5 million.  The lenders will take ownership and
receive a new $49.6 million mortgage in return for existing debt.
They will invest $10 million to be used as working capital to make
payments under the plan.


AMONIX INC: Shutters U.S.-Backed Solar-Panel Facility in Nevada
---------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that Amonix Inc. closed its 214,000-square-
foot plant in Nevada.  The company, based in Seal Beach,
California, received a U.S. tax credit of $6 million and a
$15.6 million grant from the U.S. Energy Department in 2007,
according to Jen Stutsman, an agency spokeswoman.

"The global solar industry is facing significant challenges,"
Stutsman said Thursday in an e-mail.  "While today's news is
disappointing, the United States simply can't afford to cede
America's role in the growing, highly competitive solar energy
industry."

According to the report, Amonix said the decision to close the
plant was based on "challenging" pricing for solar panels and low
demand for its concentrated photovoltaic systems, according to the
statement.  "We looked at several options and were really hoping
that we could keep the North Las Vegas manufacturing facility, but
it is not economically possible," the company said.

The closing of the production facility was reported earlier by the
Las Vegas Review-Journal.  Amonix began selling equipment from the
North Las Vegas plant in an online auction July 18, according to
the newspaper.


ASCENDIA BRANDS: Chapter 11 Bankruptcy Case Dismissed
-----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Ascendia Brands' official committee of unsecured creditors' motion
seeking to dismiss the Company's Chapter 11 proceeding.

The order states, ". . . that the Debtors, ASK, the DIP
Lenders . . . and any other party with control or possession of
all or portions of the GUC Funds shall transfer all interests in
the GUC Funds to an agent appointed by the Committee within seven
(7) days of the entry of a final, non-appealable order . . . the
Distribution Agent is authorized to distribute Distribution to
non-priority general unsecured creditors on a consolidated basis."

As reported in the Troubled Company Reporter on June 7, 2012,
BankruptcyData.com reported that the Committee filed with the U.S.
Bankruptcy Court a motion for an order dismissing the case and
mandating that the Debtors, ASK Financial and the DIP lenders
transfer all interest of the general unsecured creditors to an
agent appointed by the committee and authorizing the agent to
distribute the funds to non-priority general unsecured creditors
on a consolidated basis.  According to the committee, $771,862 is
currently available for distribution in accordance with the
sharing provision in the Debtors' final DIP order.

                      About Ascendia Brands

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- was, prior to the sale of
substantially all of its assets during bankruptcy, a manufacturer
and seller of branded and private labeled health and beauty care
products in North America, including Baby Magic, Binaca, Mr.
Bubble, Calgon, Ogilvie, the healing garden, Lander and Lander
Essentials.  Remaining assets consist almost entirely of accounts
receivable.

The Company and six of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-11787) on Aug. 5,
2008, disclosing $194.8 million in total assets and $279.0 million
in total liabilities.

Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq.,
at Kramer Levin Naftalis & Frankel LLP, serve as bankruptcy
counsel to the Debtors.  M. Blake Cleary, Esq., Edward J.
Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel.
Epiq Bankruptcy Solutions LLC is the notice, claims and balloting
agent to the Debtors.


AVENTINE RENEWABLE: Moody's Lowers Corp Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service downgraded Aventine Renewable Energy
Holdings Inc.'s Corporate Family Rating (CFR) and Probability of
Default Rating to Caa3 from Caa1. Concurrently, Moody's also
downgraded Aventine's term loan rating to Caa3 from Caa1. The
ratings were placed under review for downgrade. The Speculative
Grade Liquidity Rating is unchanged at SGL-4.

Ratings Rationale

The downgrade reflects Aventine's weakened liquidity due to
expected reduction in unrestricted cash balances, dramatic
increase in corn prices resulting from ongoing severe drought in
the main corn producing areas in the US, decrease in crude oil
prices, and reduction in discount between ethanol and gasoline
prices that could reduce demand for corn-based ethanol. The
drought is likely to decrease corn yields over 10% and push prices
even higher squeezing the margins for ethanol producers such as
Aventine. Recent ethanol prices have not kept pace with corn
prices with ethanol increasing only 30% versus 50% increase for
corn over the past four weeks. Moody's notes that Aventine has had
a limited ability to hedge commodity prices because of its weak
liquidity position.

Moody's review will focus on the company's ability to operate with
positive cash margins in this challenging environment without
government subsidies, its ability to fund plants' working capital
requirements, its plans for plant startups, impact on liquidity
due to weaker margins and creation of a liquidity reserve pursuant
to a recent credit agreement amendment with Wells Fargo, and
potential for further covenant violation or default in the near
term.

The following ratings were downgraded and placed under review for
downgrade:

Corporate Family Rating -- Caa3 from Caa1

Probability of Default Rating -- Caa3 from Caa1

$215 million Sr sec term loan B due 2015 -- Caa3 (LGD4, 56%) from
Caa1 (LGD4, 54%)

Aventine Renewable Energy Holdings, Inc. is a producer and
marketer in the United States of corn-based ethanol used as a
blending component for gasoline. The company produces ethanol and
co-products at plants in Pekin, IL (wet mill and dry mill plants),
Aurora, NE (dry mill plant) and Mt. Vernon, IN (dry mill plant)
with approximately 312 million gallons per year of capacity. The
firm emerged from bankruptcy on March 15, 2010. Revenues for the
twelve months ended March 31, 2012, were approximately $890
million.

The principal methodology used in rating Aventine Renewable Energy
Holdings, Inc.was the Global Chemical 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.


AYERS CAPITOL: Counsel Can't Be Paid for Secretarial Work
---------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., ruled that various work
performed by Bruce E. Gardner, Esq., counsel to Ayers Capitol
Properties, was not compensable from the estate.  Among others,
the Court denied Mr. Gardner's fees related to secretarial tasks.
The Court also denied the expenses Mr. Gardner incurred for
sending out the Debtor's disclosure statement even if the plan
outline has not been approved yet.

Mr. Gardner sought compensation for work from Aug. 7, 2009 through
April 14, 2012.  Overall, the Court denied roughly $17,200 in fees
and expenses.  Mr. Gardner stands to be paid roughly $47,800 for
his work in the case.

Mr. Gardner billed at $225 per hour (and $275 per hour for
litigation tasks).

Ayers Capitol Properties, LLC, based in Fairfax Station, Virginia,
filed for Chapter 11 bankruptcy (Bankr. D.D.C. Case No. 09-00689)
on Aug. 10, 2009.  Bruce E. Gardner, Esq. -- beegard@gmail.com --
at The Gardner Law Firm PC, served as the Debtor's counsel.  In
its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  The petition was signed by Charles
Jenkins, member of the Company.

The Debtor's disclosure statement had not been approved for
dissemination to creditors (and never was approved).

In December 2009, Janet Nesse was appointed as chapter 11 trustee
in the case.  According to the Court's opinion, the case was later
converted  to Chapter 7 liquidation.

A copy of the Court's July 17, 2012 Memorandum Decision and
Interim Order is available at http://is.gd/6nUiNhfrom Leagle.com.


B.O.S.: Receives Second NASDAQ Delisting Notification
-----------------------------------------------------
B.O.S. Better Online Solutions Ltd. received a second written
notice from The NASDAQ Stock Market indicating that the Company is
not in compliance with the $1.00 minimum bid price requirement for
continued listing on the NASDAQ Capital Market, as set forth in
Listing Rule 5550(a)(2).

On Jan. 17, 2012, the NASDAQ Staff initially notified the Company
that the bid price of its listed security had closed at less than
$1.00 per share over the previous 30 consecutive business days,
and, as a result, did not comply with Listing Rule 5550(a)(2).  In
accordance with Listing Rule 5810(c)(3)(A), the Company was
provided 180 calendar days, or until July 16, 2012, to regain
compliance with the Rule.  Per the Rule, the Company has not
regained compliance with the Rule and is not eligible for a second
180 day period because, in addition to not meeting the minimum bid
price requirement, the Company does not meet the applicable
initial listing standards for The NASDAQ Capital Market and will
be delisted on or about July 26, 2012.

However, under the NASDAQ rules, BOS is entitled to request an
appeal hearing before the NASDAQ Listing Panel.  A hearing request
is being submitted and such request will stay the suspension of
the Company's securities pending the Panel's decision.  The
hearing is expected to be scheduled within 30 to 45 days of the
Company's request.

There can be no assurances that the Listing Qualifications Panel
will grant the Company's request for continued listing on The
Nasdaq Capital Market, in which case the Company's ordinary shares
would be delisted from Nasdaq.  In such event, the Company would
seek to have its ordinary shares quoted in the over-the-counter
market.

                             About BOS

B.O.S. Better Online Solutions Ltd. is a leading provider of RFID
and Supply Chain solutions to global enterprises.  BOS' RFID and
mobile division offers both turnkey integration services as well
as stand-alone products, including best-of-breed RFID and AIDC
hardware and communications equipment, BOS middleware and
industry-specific software applications.  The Company's supply
chain division provides electronic components consolidation
services to the aerospace, defense, medical, automotive and
telecommunications industries as well as to enterprise customers
worldwide.


BEAZER HOMES: Closes $470MM Offerings; To Redeem 12% Senior Notes
-----------------------------------------------------------------
Beazer Homes USA, Inc., closed its underwritten public offerings
of 22,000,000 shares of common stock and 4,600,000 of 7.50%
tangible equity units as well as the closing of its offering of
$300 million aggregate principal amount of 6.625% Senior Secured
Notes due 2018 at par.  The closing of the Company's offering of
tangible equity units includes the exercise by the underwriters of
an over-allotment option of 600,000 units.

Net proceeds from the equity offerings will be used to grow the
Company's operations, including land investments in Florida,
California, Texas, North Carolina and Arizona of approximately
$100 million, and for general corporate purposes, including the
repayment of outstanding indebtedness.  The Company used the net
proceeds from the 2018 notes offering to replenish cash used to
fund the redemption of the Company's 12% senior secured notes due
2017 and for general corporate purposes.  In connection with the
redemption of the 2017 notes, which will occur on Aug. 17, 2012,
the Company announced that it had satisfied and discharged its
obligations under the 2017 notes by depositing funds sufficient
for the redemption.

In addition, as previously disclosed, the Company has received
commitments from four financial institutions for a proposed $150
million secured revolving credit facility, which will replace the
Company's existing credit facility.

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

                        http://is.gd/oEeKjB

                         About Beazer Homes

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

Beazer Homes' balance sheet at March 31, 2012, showed $1.85
billion in total assets, $1.63 billion in total liabilities and
$218.36 million in total stockholders' equity.

                            *     *     *

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

Fitch said in September 2011 that the downgrade from 'B-' to 'CCC'
reflects Fitch's belief new housing activity will remain weak
through at least 2012 and the company's liquidity position is
likely to erode in the next 18 months.  In July 2012, Fitch said
that while it expects better prospects for the housing industry
this year, there are still significant challenges facing the
housing market, which are likely to meaningfully moderate the
early stages of this recovery.

Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's
expectation that Beazer's operating and financial performance,
while improving, will remain weak through fiscal 2013.
Moody's expects that Beazer's cash flow generation will continue
to be weak in fiscal 2012 and 2013.

"Our current rating outlook on Beazer is negative. We would
consider a downgrade if the company's EBITDA growth fails to meet
our expectations or if the downturn in the housing market lingers
longer than we expect and unit volume remains depressed," S&P
said in July 2012.


BION ENVIRONMENTAL: Senate Bill 1263 Included in PA Budget
----------------------------------------------------------
Bion Environmental Technologies, Inc., announced that PA Senate
Bill 1263 Section 1764F has been included in the budget recently
signed by Governor Tom Corbett.  The fiscal code amendment calls
for "a review of the cost, environmental, recreational and public
health and safety impact and other benefits realized by the
Commonwealth and Municipalities from reductions of water quality
impairment from nutrients in major watersheds."

The study differs from the recent RTI International study,
sponsored by the Chesapeake Bay Commission, which focused on the
cost-effectiveness of nutrient trading.  The Pennsylvania study
will take a broader view that includes local water quality and
environmental benefits as reflected in improved public health and
quality of life, as well as economic development opportunities.

"We believe that by virtue of its thoughtful approach to this
study, Pennsylvania is leading the way to a national cost-
effective solution to nitrogen TMDL's [Total Maximum Daily Loads]
in a manner that will also significantly improve local
environmental conditions, including substantial reductions of
phosphorus that lead to eutrophication of local fresh waters.
This upstream strategy will result in improved quality of life and
positive public health outcomes for its local citizens, along with
economic development that will produce real permanent jobs in
rural America," said Ed Schafer, Executive Vice Chairman of Bion
and former US Secretary of Agriculture.

"The joint collaboration of Kreider Farms and Bion Environmental
Technologies has demonstrated an ability to generate low-cost
verified Chesapeake Bay nitrogen TMDL reductions, while
significantly reducing impacts to the local environment and
generating real economic growth.  Kreider Farms has increased
staffing and purchases from local vendors and that translates into
real economic development and jobs in rural Pennsylvania," Schafer
added.

The study will include "an assessment of the use of competitive
bidding for long-term verified nutrient credits rather than sector
allocation targets in any watershed implementation plan."  In
essence, the study will review four decades of historical TMDL
compliance approach to determine if sector allocation continues to
represent the most cost effective strategy and best value to meet
the Chesapeake Bay nitrogen TMDL mandates for Pennsylvania?s tax
and rate payers.

Bion believes that this is the most progressive, transparent
approach of any state or federal agency in tackling the huge cost
of federal nitrogen TMDL mandates, both in the CB and nationally,
to tax and rate payers.  Bion also believes that this study will
clearly demonstrate that the existing sector allocation approach
is the most costly approach today.  Nitrogen reductions need to be
secured from rural communities where the costs of generating
verified nitrogen reductions are a small fraction of the costs of
upgrading urban waste and storm water treatment facilities.
Schafer further commented, "Getting the agriculture sector
involved in nutrient run-off issues will reduce costs of
compliance to the taxpayers, allows an immediate impact on
increasing the quality of the environment and provides for the
long term sustainability of farming operations."

The study will provide "an analysis of funding options, including
use of any available federal, state or local funds for the
purchase of nutrient credits."  Bion has proposed a "transfer
payment" approach which would no longer require mandated nitrogen
reductions from regulated point sources.  Instead, a portion of
those funds would be used to purchase verified reductions through
a competitive bidding program run by PENNVEST or some other
designated state agency.  Bion's approach would significantly
reduce the existing costs to Pennsylvania's tax and rate payers by
exchanging their existing high, 'last mile' costs (under sector-
allocated mandates) for a transfer payment to purchase lower-cost
verified reductions from unregulated rural non-point sources.
This has been made possible by Pennsylvania's adoption of verified
credits as the standard for inclusion in its trading program;
Bion's proposed approach builds on that cornerstone and will
significantly reduce the cost of nitrogen-based TMDL compliance
for Pennsylvania tax and rate payers statewide.

Lastly, the study "shall be presented by December 30, 2012."
Pennsylvania is to be commended for taking this forward-thinking
approach to providing the facts to solve what is presently an
intractable, divisive national environmental problem.  Bion will
be working with other stakeholders to evaluate the results of the
legislative study and to pursue public policy that will provide
the tax and rate payers of the Commonwealth and the nation with
not only a cost effective nitrogen TMDL solution, but also a
significant value proposition to rural communities and their local
agricultural industry that covers the local environment, quality
of life, public health and sustainable economic development.

                     About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

As of March 31, 2012, Bion had total assets of $8,528,685, total
liabilities of $9,214,838 and total deficit of $728,678.

"The Company has not generated revenues and has incurred net
losses (including significant non-cash expenses) of approximately
$6,998,000 and $2,976,000 during the years ended June 30, 2011,
and 2010, respectively, and a net loss of approximately $5,831,000
for the nine months ended March 31, 2012.  At March 31, 2012, the
Company has a working capital deficit and a stockholders' deficit
of approximately $383,000 and $814,000 respectively.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.," the Company said in its quarterly
report for the period ended March 31, 2012.


BJ 400: Case Summary & 4 Unsecured Creditors
--------------------------------------------
Debtor: BJ 400 XP, Inc.
        8411 Preston Road #730
        Dallas, TX 75225

Bankruptcy Case No.: 12-34653

Chapter 11 Petition Date: July 18, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Frances Anne Smith, Esq.
                  SHACKELFORD MELTON & MCKINLEY LLP
                  3333 Lee Parkway, Tenth Floor
                  Dallas, TX 75219
                  Tel: (214) 780-1400
                  Fax: (214) 780-1401
                  E-mail: fsmith@shacklaw.net

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 four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-34653.pdf

The petition was signed by Michel L. Mullen, president.


BLUESTONE RIDGE: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: Bluestone Ridge Ranch East, LLC
        aka Bluestone Ridge Ranch PUD
        2020 Wall Street
        Butte, MT 59701

Bankruptcy Case No.: 12-24994

Chapter 11 Petition Date: July 18, 2012

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

Judge: Howard R. Tallman

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

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
        ------                        --------       -------------
Canyons @ DeBeque Ranch, LLC          12-24993            07/18/12

Bluestone Ridge Ranch's list of its largest unsecured creditors
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
5 States Construction              --                       $4,062
12513 Highway 65
P.O. Box 397
Mesa, CO 81643-0397


BONNELL COURT: Case Summary & 8 Unsecured Creditors
---------------------------------------------------
Debtor: Bonnell Court, LLC
        9943 E. Bell Road
        Scottsdale, AZ 85260

Bankruptcy Case No.: 12-16028

Chapter 11 Petition Date:

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

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Blake D. Gunn, Esq.
                  LAW OFFICE OF BLAKE D. GUNN
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel: (480) 270-5073
                  E-mail: blake.gunn@gunnbankruptcyfirm.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 eight unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/azb12-16028.pdf

The petition was signed by John D. Wright, member/manager.


BOOMERANG SYSTEMS: Raises $6.2 Million from Private Offering
------------------------------------------------------------
Boomerang Systems, Inc., has closed a $6.2 million financing,
which is expected to help accelerate the Company's growth
trajectory.

"We are very pleased to complete this offering with the investment
and support of a diverse group of private and institutional
investors," said Mark Patterson, CEO of Boomerang Systems.  "We
believe this capital will allow us to accelerate our sales and
implementation plans for our RoboticValet parking system, which we
believe can significantly benefit real estate development projects
with parking requirements by saving valuable space, lessening
environmental impact and providing a more secure parking
experience."

The Company conducted the offering pursuant to a transaction
exempt from the registration requirements of the Securities Act of
1933, as amended.  The final closing occurred on July 13, 2012.

In the offering, the Company sold 6% convertible promissory notes
due in 2017 in the aggregate principal amount of $6,200,000 and
warrants to purchase an aggregate of 1,240,000 shares of common
stock.

Gilford Securities Incorporated acted as the exclusive placement
agent for the offering.

A complete copy of the Form 8-K disclosure is available at:

                       http://is.gd/b12anm

                     About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

The Company reported a net loss of $19.10 million for 2011 and a
net loss of $15.78 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $5.38
million in total assets, $14.57 million in total liabilities and a
$9.18 million total stockholders' deficit.

                         Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31 2011, the Company said
its operations may not generate sufficient cash to enable it to
service its debt.  If the Company were to fail to make any
required payment under the notes and agreements governing its
indebtedness or fail to comply with the covenants contained in the
notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In such event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.


BOUNDARY BAY: In Talks With EIF; Dunn Creditors Still Objecting
---------------------------------------------------------------
U.S. Bankruptcy Judge Catherine E. Bauer entered an order
continuing the hearing on the disclosure statement describing
Boundary Bay Capital, LLC's Chapter 11 plan to Aug. 22, 2012, at
10:00 a.m.

The Chapter 11 Plan was originally filed in August 2011 but the
hearing has been continued a number of times amid outstanding
objections by creditors to approval of the explanatory Disclosure
Statement.

In the July 13 motion for continuance, the Debtor said it needs
additional time to try and negotiate mutually agreeable treatment
of Enhanced Income Fund I, LLC, which the Debtor believes will
resolve the pending objection by Enhanced.  Following agreement,
the Debtor said they will file a Second Amended Disclosure
Statement and Second Amended Plan of Reorganization.

There's also an objection filed in June by the Dunn Creditors.
The Debtor owns 9.13 acres of real property located at Washington
& Nutmeg, in Murrieta, California.  The Dunn Creditors said that
according to the First Amended Disclosure Statement that was
belatedly served April 27, 2012, the Dunn Creditors hold a second
position lien on the Murrieta property:

      1st Position (Class 3(a)): Riverside County Treasurer; Lien
      amount $143,393;

      2nd Position (Class 3(b)): Dunn Creditors; Lien Amount
      $265,727.

      3rd Position (Class 3(b): Enchanced Income Fund; Lien amount
      $2,254,667.

Dunn Creditors' claims arise from a note that provides for monthly
payments of $2,916 at 14% interest, all due and payable originally
in October 2009, but extended until April 2010 by mutual
agreement.  The loan was payable and due before the filing of the
bankruptcy case.

The objection filed by the Dunn Creditors on June 29, in advance
of the July 18 hearing, said that the First Amended Plan is "still
not confirmable" because it is not fair to these objecting
creditors.  It converts a six month loan (with a six month
extension) at 14% interest into a 7-year loan (amortized over 25
years) at 5.5% interest.  It allows other secured creditors higher
interest and better terms, even though they are junior.  The Dunn
Creditors said that under the Plan, they would receive 19% less
than what they would receive in a Chapter 7.

The Dunn Creditors are comprised of Stacey Vierhelig-Frraser; J.
Gunter, Inc. Money Purchase Plan; Dana R. Grunther; Jon Vartan and
Armene Hovspian; Sandra P. Cortave; and Ten-Two Company.  They say
they are erroneously identified in the Disclosure Statement as
"Charles Dunn Capital, LLC."

The Dunn Creditors are represented by:

         Joseph S. Dzida, Esq.
         CALLANAN, ROGERS & DZIDA, LLP
         800 South Fiugeroa Street, Eleventh Floor
         Los Angeles, California
         Tel: (213) 599-7595
         Fax: (213) 599-7596

                        About Boundary Bay

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

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

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

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


BROADCAST INTERNATIONAL: Enters Into $3MM Note Purchase Pact
------------------------------------------------------------
Broadcast International, Inc., entered in a Note and Warrant
Purchase and Security Agreement for the sale of senior secured
promissory notes aggregating a minimum of $1,900,000 and a maximum
of $3,000,000 in principal value with various individuals and
entities as holders, of which $1,900,000 has been completed and
the Company is continuing efforts to sell the remaining $1,100,000
of the offering.  On July 13, 2012, the Company broke escrow and
received the initial funding under the Notes.

The principal balance of the Notes at the initial closing is
$1,900,000, which bear interest at the rate of 12% per annum with
principal and all accrued interest payable on or before July 13,
2013.  The principal of the Notes is convertible into common stock
of the Company at the conversion price of $.25 per share at the
option of the Holders.

The Company received net proceeds from the sale of approximately
$1,000,000 in cash.  In addition, the holders of $900,000 of
previously issued short term promissory notes agreed to convert
their notes into the Notes.

The Company also granted to the Holders a security interest in all
assets of the Company, except those subject to a security interest
held by Hitachi Capital America Corp.

As additional consideration for the Loan, the Company agreed to
issue to the Holders warrants to acquire up to 200,000 shares of
common stock of the Company for each $100,000 of principal value
of the Notes.  Those warrants have a five year life, are
exercisable at $.25 per share, have reset provisions in the event
the Company sells equity at less than $.25 per share and cashless
exercise rights.

The Company paid its investment banker $58,000 in compensation for
arranging the Loan and paid for certain legal expenses incurred
for preparation of the Agreement.

                      Rodney Tiede Reassigned

On July 16, 2012, the Board of Directors of Broadcast
International, Inc., announced that Rodney M. Tiede, the President
and Chief Executive Officer of the Company, had been reassigned
and will continue to serve as the President of the Company and
assume the job title and the responsibilities of the General
Manager of the Broadcast International Networks Division.  The
Board also approved the formation of an Executive Committee of the
Board, composed of William Boyd, Mark Spagnolo, and Donald Harris,
that will assume the chief executive officer functions for the
Company.  The Executive Committee will meet with Company officers
on a regular basis and will approve proposed expenditures of
$5,000 or more.  The Board also announced that it will conduct a
search to find a new Chief Executive Officer.

                    About Broadcast International

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

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

The Company's balance sheet at March 31, 2012, showed
$4.52 million in total assets, $11.22 million in total
liabilities, and a $6.69 million total stockholders' deficit.


BROADVIEW NETWORKS: Moody's Cuts Default Probability Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the
Probability of Default Rating (PDR) to Ca from Caa3 in response to
the company's announcement that it has entered into a
restructuring support agreement with holders of approximately 70%
of its preferred stock and approximately 66 2/3% of its Senior
Secured Notes. The company is expected to file a pre-packaged
Chapter 11 Plan of Reorganization or complete an out of court
exchange offer. Broadview's $300 million 11.375% senior secured
notes were downgraded to Ca from Caa2. The proposed restructuring
would exchange the existing $300 million notes for $150 million of
new five year senior secured notes and 97.5% of the company's
primary equity. The remaining 2.5% of primary equity would go to
the company's existing preferred shareholders, as well as warrants
to purchase additional shares.

A list of the rating actions is listed below:

Issuer: Broadview Networks Holdings, Inc.

   Probability of Default Rating, Downgraded to Ca from Caa3

   Corporate Family Rating, Downgraded to Caa3 from Caa2

   $300 million 11.375% Sr. Secured Notes due 2012, Downgraded to
   Ca (LGD-3, 40%) from Caa2 (LGD-3, 37%)

   Outlook, changed to Stable from Negative

Rating Rationale

The Caa3 CFR reflects the high likelihood of near term default and
Moody's expectation for a higher than average recovery rate for
the debt capitalization at default.

Upon filing for Chapter 11 or completing an out of court
restructuring, Moody's expects to lower the PDR to D. Moody's
could downgrade the CFR and instrument ratings if performance is
expected to deteriorate to the extent that Moody's no longer
expects above average recovery. Conversely, the CFR could be
upgraded if Broadview successfully restructures its indebtedness
and improves its liquidity position.

The principal methodology used in rating Broadview 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.

A competitive local exchange carrier (CLEC) headquartered in Rye
Brook, NY, Broadview Network Holdings, Inc. (Broadview) serves
approximately 36,000 business customers primarily throughout the
Northeast and Mid-Atlantic United States.


BROADWAY FINANCIAL: Names Norman Bellefeuille as Bank CLO
---------------------------------------------------------
Broadway Financial Corporation, the holding company of Broadway
Federal Bank, f.s.b., has appointed Norman (Sandy) Bellefeuille as
the Company's Chief Loan Officer of the Bank.

Wayne-Kent Bradshaw, President and CEO, said, "Sandy Bellefeuille
brings extensive commercial real estate lending and loan work-out
experience.  His tenure as CLO for Redlands Federal and Family
Savings Bank, along with his recent Luther Burbank wholesale
experience, makes him ideal for both the competitive and
community-focused needs that are essential for the success of
Broadway."

Mr. Bellefeuille is a thirty-five year banking industry veteran,
specializing in lending and real estate.  He has managed
diversified, small and large loan portfolios through both economic
expansions and recessions.  With a commitment to technology and
efficiency, he is a profit oriented manager recognized for his
ability to successfully create and implement new products and
efficient delivery systems.  Mr. Bellefeuille has effected
significant reductions in operating expenses and loan delinquency,
while increasing loan productivity.

Mr. Bellefeuille has been active in the community, including the
American Heart Association, the Redlands Board of Realtors, Los
Cabos Association of Realtors, Redlands Chamber of Commerce,
Rotary Club of Redlands, Redlands YMCA, and the Redlands Area
United Way.

Effective July 9, 2012, Mr. Wilbur McKesson, CLO of Broadway
Federal Bank, the principal subsidiary of Broadway Financial
Corporation, will assume the position of Loan Production Lead and
will report to Mr. Norman Bellefeuille, the Bank's new Chief Loan
Officer.

                 Sells Headquarters for $4.5-Mil.

On June 5, 2012, the Bank completed the sale of its headquarters
building, located at 4800 Wilshire Boulevard Los Angeles, CA
90010, to the Lebanese American Foundation, Inc., a California
non-profit public benefit corporation, for a purchase price of
$4.5 million.  The sale agreement included a lease-back provision
to the Bank for a six-month lease term at a monthly rent of
$25,000.

                     About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System ("FRB").  The Bank is currently
regulated by the Office of the Comptroller of the Currency ("OCC")
and the Federal Deposit Insurance Corporation ("FDIC").

Crowe Horwath LLP, in Costa Mesa, California, issued a "going
concern" qualification on the financial statements for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has a tax sharing liability to its consolidated subsidiary
that exceeds its available cash.  The liability will be settled
pursuant to the tax sharing agreement on or before April 2, 2012,
at which point the Company will run out of operating cash.  "In
addition, the Company is in default under the terms of a $5
million line of credit with another financial institution lender.
Finally, the Company has sustained recurring operating losses
mainly caused by elevated levels of loan losses, and as discussed
in Note 15, the Company and its Bank subsidiary, Broadway Federal
Bank are both under formal regulatory agreements."

The Company's balance sheet at March 31, 2012, showed $413.38
million in total assets, $390.59 million in total liabilities and
$22.79 million in total stockholders' equity.


BUFFETS INC: Emerges From Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that casual
family restaurant operator Buffets Restaurant Holdings Inc. has
emerged from Chapter 11 bankruptcy after shedding $255 million in
debt and $35 million in annual interest payments.

As reported in the Troubled Company Reporter on July 2, 2012, the
bankruptcy judge signed on June 27 confirming a Chapter 11
reorganization plan for Buffets Inc.  All voting classes were in
favor of the plan.

In April 2012 filed an amended bankruptcy exit plan that proposes
to pay $4 million to a pool of unsecured creditors who are owed
more than $44 million.  Unsecured creditors are expected to
recover 6% to 9% of their claims.  Previously, unsecured creditors
were to receive nothing.  The plan will also create a trust for
unsecured creditors that will pursue lawsuits. First-lien lenders
are receiving the new stock in return for $251.8 million owing on
the existing first-lien facility and $34.8 million in outstanding
letters of credit.

                         About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.

In March 2012, Buffets Inc. received court approval for an
incentive bonus program that may pay as much as $2.3 million to
executives if cash flow targets are met.  There was an April 30
hearing schedule on another program to pay bonuses for a
successful sale of the business that could cost $2.7 million.


BUFFETS INC: Committee Says Lift of Stay Motion Unsupported
-----------------------------------------------------------
Buffets Restaurants Holdings, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to deny creditor
William Rush's motion to lift stay which was filed on May 18,
2012.

The movant alleges he tripped and fell at a Ryan's Steakhouse in
the state of Alabama.  In his complaint against the Debtors, he
alleges that Debtor Fire Mountain Restaurants, LLC was negligent
in failing to maintain safe premises and in allowing a hazardous
condition to exist -- a contention Fire Mountain disputes and
denies.

The movant filed an action against Fire Mountain in the Circuit
Court of Tuscaloosa County, Alabama, styled as William Rush v.
Fire Mountain Restaurants, LLC, et al. in June 2011.  As of
Jan. 18, 2012, the date of the Debtor's bankruptcy filing, the
Alabama Court had yet to issue a scheduling order.  Discovery
had only just gotten underway, and not a single deposition had yet
been taken.

According to the Debtor, the movant seeks relief from the
automatic stay "for the limited purpose of allowing Mr. Rush to
pursue his personal injury claim" against Fire Mountain and
requests that the Court permit him to "continue his claims against
Fire Mountain Restaurants, LLC against any and all insurance
available to Fire Mountain Restaurants, LLC.  The movant does not
offer any explanation why the relief from stay is appropriate.

In a separate filing, the Official Committee of Unsecured
Creditors notified the Court that it joined in the Debtors'
objection to Mr. Rush's motion.

                         About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.

In March 2012, Buffets Inc. received court approval for an
incentive bonus program that may pay as much as $2.3 million to
executives if cash flow targets are met.  There was an April 30
hearing schedule on another program to pay bonuses for a
successful sale of the business that could cost $2.7 million.

Troubled Company Reporter , Jul 02, 2012 ( Source: TCR)

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Buffets Inc. won approval of a Chapter 11
reorganization plan for a second time.  The bankruptcy judge in
Delaware signed a confirmation order on June 27.


BUILDERS FIRSTSOURCE: Incurs $12.1 Million Net Loss in Q2
---------------------------------------------------------
Builders FirstSource, Inc., reported a net loss of $12.05 million
on $271.92 million of sales for the three months ended June 30,
2012, compared with a net loss of $15.48 million on $206.39
million of sales for the same period during the prior year.

The Company reported a net loss of $31.24 million on $491.31
million of sales for the six months ended June 30, 2012, compared
with a net loss of $36.73 million on $369.22 million of sales for
the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $499.09
million in total assets, $427.78 million in total liabilities and
$71.31 million in total stockholders' equity.

"We delivered our best operating performance in nearly five years,
reporting positive Adjusted EBITDA of $2.1 million for the second
quarter, and improving to break-even Adjusted EBITDA June year-to-
date," said Floyd Sherman, Builders FirstSource Chief Executive
Officer.  "Our second quarter sales grew 31.7 percent compared to
the second quarter of 2011.  Over the same time period, actual
single-family housing starts in the South Region increased 21.3
percent while single-family units under construction increased 1.5
percent.  Our topline growth far exceeded the increase in
residential construction activity, and we met our primary goal for
the quarter of getting back to positive EBITDA."

Mr. Sherman added, "The broad-based housing recovery that began in
the latter half of 2011 continues, though moderately paced.  At
the same time, however, we are seeing meaningful improvements in
our financial results as we continue to grow market share,
leverage our strong competitive position, and provide first-class
customer service."

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

                        http://is.gd/CfhCTL

                     About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders Firstsource reported a net loss of $64.99 million in
2011, a net loss of $95.51 million in 2010, and a net loss of
$61.85 million in 2009.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services revised its
outlook on Builders FirstSource Inc. to positive from negative.
S&P also affirmed its 'CCC' corporate credit rating on the
company.

"The outlook revision reflects our assessment that Builders
FirstSource's operating conditions are improving such that we now
expect the building products manufacturer and distributor to post
positive annual EBITDA for the first time since 2007, albeit at
very low levels," said Standard & Poor's credit analyst James
Fielding. "In our view, improved profitability will better
position the company to refinance some of its expensive floating
rate debt and possibly close its interest coverage shortfall over
the next 12 months."


CAESARS ENTERTAINMENT: Bank Debt Trades at 10.73% Off
-----------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment, Inc., is a borrower traded in the secondary market
at 89.27 cents-on-the-dollar during the week ended Friday, July
20, 2012, a drop of 0.31 percentage points from the previous week,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 525 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 1, 2018, and carries Moody's B2 rating and
Standard & Poor's B rating.  The loan is one of the biggest
gainers and losers among 167 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                 About Caesars Entertainment

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

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

Caesars reported a net loss of $281.10 million on $2.27 billion of
net revenues for the quarter ended March 31 2012.  The Company
incurred a net loss of $666.70 million in 2011, and a net loss of
$823.30 million in 2010.

The Company's balance sheet at March 31, 2012, showed $28.40
billion in total assets, $27.56 billion in total liabilities and
$849.20 million in total equity.

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital. The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.


CASTILLO ENTERPRISES: Case Summary & 6 Unsecured Creditors
----------------------------------------------------------
Debtor: Castillo Enterprises LLC
        P.O. Box 141394
        Gainesville, FL 32614

Bankruptcy Case No.: 12-10282

Chapter 11 Petition Date: July 18, 2012

Court: U.S. Bankruptcy Court
       Northern District of Florida (Gainesville)

Debtor's Counsel: Jose I. Moreno, Esq.
                  JOSE I. MORENO, P.A.
                  240 NW 76th Drive, Suite D
                  Gainesville, FL 32607
                  Tel: (352) 332-4422
                  Fax: (352) 332-4462
                  E-mail: jimoreno@bellsouth.net

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flnb12-10282.pdf

The petition was signed by Tatiana Castillo, manager member.


CDC CORP: Plan Confirmation Hearing Scheduled for Aug. 30
---------------------------------------------------------
The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia will convene a hearing on Aug. 30,
2012, at 10 a.m., to consider the confirmation of CDC
Corporation's First Amended Plan of Reorganization dated July 3,
2012.

The Plan was proposed by the Debtor, and the Official Committee of
Equity Security Holders.

The Court also set 4 p.m., on Aug. 20, as the deadline for ballots
accepting or rejecting the Plan.  Ballots must be received by the
balloting agent by the deadline:

if by first class mail:

         CDC Corporation
         c/o GCG, Inc.
         P.O. Box 9872
         Dublin, OH 43017-5772

if by hand or overnight delivery:

         CDC Corporation
         c/o GCG, Inc.
         5151 Blazer Parkway, Suite A
         Dublin, OH 43017

As reported in the Troubled Company Reporter on July 9, 2012,
according to the Disclosure Statement, "In summary, the Plan
proposed by the Debtor and the Equity Committee provides for: (i)
a distribution of existing cash on hand to creditors and equity
holders of the Debtor; (ii) an orderly going concern sale of the
remaining businesses owned by the Debtor and a distribution of the
net cash proceeds received from those businesses to equity holders
of the Debtor; (iii) payment in full plus postpetition interest to
creditors with Allowed Claims; (iv) total distributions to holders
of Allowed Equity Interests in an estimated range of approximately
$5.01 to $6.10 per share; and (v) the pursuit of litigation claims
against, among others, certain prior officers and directors of the
Debtor, including, without limitation, the Debtor's former CEO,
Mr. Peter Yip."

                         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 EUROPEAN: Reports $62.5-Mil. Net Income in 1st Quarter
--------------------------------------------------------------
Central European Distribution Corporation filed its quarterly
report on Form 10-Q, reporting net income of US$62.50 million on
US$148.21 million of net sales for the three months ended
March 31, 2012, compared with net income of US$1.12 million on
US$156.71 million of net sales for the three months ended
March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
US$2.033 billion in total assets, US$1.674 billion in total
liabilities, and stockholders' equity of US$358.45 million.

According to the regulatory filing, "[C]ertain credit and
factoring facilities are coming due in 2012, which the Company
expects to renew.  Furthermore, our Convertible Senior Notes are
due on March 15, 2013.  Our current cash on hand, estimated cash
from operations and available credit facilities will not be
sufficient to make the repayment on Convertible Notes and, unless
the transaction with Russian Standard Corporation is completed as
scheduled, the Company may default on them.  The Company's cash
flow forecasts include the assumption that certain credit and
factoring facilities that are coming due in 2012 will be renewed
to manage working capital needs.  Moreover, the Company had a net
loss and significant impairment charges in 2011 and current
liabilities exceed current assets at March 31, 2012.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern unless the transaction with Russian
Standard is completed as scheduled."

On April 23, 2012, the Company announced that definitive
agreements had been signed with Russian Standard Corporation (via
Roust Trading Limited) for a strategic transaction.  Pursuant to
these agreements, on May 4, 2012, Roust Trading Limited and its
affiliates invested US$100 million in the Company by purchasing a
combination of newly issued shares of the Company's common stock
and notes exchangeable into the Company's common shares following
shareholder approval.  In addition, Roust Trading Limited has
agreed to purchase from the Company up to US$210 million principal
amount of newly issued, Unsecured Senior Notes due July 31, 2016,
at a blended interest rate of 6.00%.  While we believe that this
transaction would allow the Company to settle the Convertible
Notes before March 15, 2013, the transaction is subject to certain
risks, including shareholder approval which may not be obtained.
The Company's annual general meeting (AGM) is scheduled for
June 29, 2012, at which time the final vote of the shareholders
will be known.  We believe that if the transaction is completed as
scheduled, the Convertible Notes will be repaid by their maturity
date which would substantially reduce doubts about the Company's
ability to continue as a going concern."

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

"Furthermore, the Company's current cash on hand, estimated cash
from operations and available credit facilities will not be
sufficient to repay the Convertible Senior Notes when they become
due on March 15, 2013.  Moreover, the Company has incurred a net
loss and significant impairment charges in 2011."

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

                       http://is.gd/PppV8Z

           Amendment to Roust Trading Securities Pact

CEDC has signed amended the definitive agreements on its strategic
alliance with Russian Standard (through Roust Trading Ltd., its
"Roust Trading" unit).

The alliance is expected to significantly strengthen CEDC's
balance sheet and create a powerful portfolio of brands with
enhanced production, distribution and sales channels throughout
Central and Eastern Europe.

The agreements also provide for:

   * A reaffirmation by Roust Trading to purchase up to $210
     million principal amount of newly issued unsecured CEDC
     senior notes, due July 31, 2016, at a blended interest rate
     of 6.0%.  This investment is expected to provide CEDC with
     the financial resources to repay or repurchase all of its
     outstanding 3.0% Senior Convertible Notes due 2013;

   * An agreement by Roust Trading to, subject to fulfillment of
     certain conditions, waive any potential contractual rights
     under the existing agreements between CEDC and Roust Trading
     arising from CEDC's announcement on June 4, 2012, of a
     restatement of its financial statements and the issuance in
     exchange for that waiver of up to an additional 10 million
     shares of CEDC's common stock in three tranches issuable at
     Roust Trading's request; and

   * The authorization for Roust Trading by CEDC to purchase
     additional CEDC common stock on the open market that, when
     added to the shares currently owned by Roust Trading and
     issuable to it pursuant to the transaction, would not exceed
     33% of the outstanding share capital of CEDC.  CEDC's Board
     of Directors has agreed that upon receipt of certain Polish
     regulatory waivers, if and to the extent received, the
     threshold will be raised to 42.9%.

Mr. Bailey stated: "The Board and I believe that CEDC's alliance
with Russian Standard presents a tremendous opportunity to move
forward as a company.  With the investment by Russian Standard
having secured our ability to retire our 2013 convertible notes,
we can now focus all of our energies on growing and improving our
business - both through internal efforts and through our new
strategic alliance with Russian Standard.  This combination has
multiple benefits for all involved and we are very excited about
the opportunities it provides."

CEDC and Roust Trading agreed to amend the terms of the Original
Securities Purchase Agreement as follows:

   * CEDC will issue to Roust Trading as a purchase price
     adjustment with respect to the Initial Shares and the New
     Debt, and as consideration for Roust Trading's conditional
     waiver of certain rights with respect to the Original
     Securities Purchase Agreement, up to 10 million shares of
     Common Stock, in three tranches issuable after the following
     milestones: 3 million shares following the date of the
     Agreements, 5 million shares following the date of the
     approval by shareholders of the Russian Standard transaction,
     and 2 million shares following the date that Roust Trading
     has satisfied its obligation under the amended and restated
     securities purchase agreement to effectively fund the
     redemption of any outstanding 3.0% Senior Convertible Notes
     due 2013 on their maturity on March 15, 2013;

   * CEDC's Board of Directors has agreed, subject to applicable
     blackout periods and regulatory limitations, to authorize
     Roust Trading to purchase an amount of shares of CEDC's
     Common Stock in the market that, when added to the shares
     currently owned by Roust Trading and issuable to it pursuant
     to the transaction, would not exceed 33% of the outstanding
     share capital of CEDC.  CEDC's Board of Directors has agreed
     that upon receipt of certain Polish regulatory waivers if and
     to the extent received, the threshold will be raised to
     42.9%;

   * The interest under the debt securities to be issued by CEDC
     to Roust Trading that the parties had previously agreed would
     be payable in shares of Common Stock, will be payable in
     shares of Common Stock at or determined by reference to a
     price per share of Common Stock of $3.44 rather than $5.25 as
     previously agreed; and

   * The final maturity date for the New Debt will be extended to
     July 31, 2016, from March 18, 2013.

CEDC and Roust Trading have also entered into an amended and
restated governance agreement, dated July 9, 2012, providing Roust
Trading with the right to appoint 4 members to CEDC's Board of
Directors upon Roust Trading (and its affiliates) reaching 40%
ownership of CEDC's outstanding Common Stock.  In addition, CEDC
and Roust Trading agreed that the Nominating and Corporate
Governance Committee of CEDC's Board of Directors will consist of
a majority of directors unaffiliated with Russian Standard and
that CEDC will form a Russia Oversight Committee of the CEDC Board
of Directors to oversee CEDC's operations in Russia.

Jefferies & Company, Inc. served as financial advisor to CEDC's
Board of Directors with respect to the transaction.  Skadden,
Arps, Slate, Meagher & Flom LLP acted as legal advisors to CEDC.
Ropes & Gray LLP acted as legal advisors to Roust Trading.

                             About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.


CHEYENNE HOTELS: Competing Plans Filed by Debtor and Bank
---------------------------------------------------------
Two competing plans have been filed for debtor Cheyenne Hotel
Investments LLC by the Debtor itself and Wells Fargo Bank, N.A.
One plan proposes to pay most creditors in installments and allows
existing owners to keep control of the hotel.  The other plan
contemplates that the noteholders would take control of the hotel
and for other creditors to promptly receive payment.

                         Wells Fargo Bank

Wells Fargo -- as trustee for holders of certain commercial
mortgage pass-through certificates related to notes in the
original amounts of $8 million (Note A) and $560,000 (Note B) --
has a plan that returns 100% to unsecured creditors.  Unsecured
creditors will receive cash with postpetition interest.  Under the
Plan, Wells Fargo will receive all property of the Debtor in full
satisfaction of its secured claim.  Wells Fargo, other secured
creditors, unsecured creditors are all unimpaired under the Plan.
Only equity holders, who won't receive anything, are impaired
under the Plan.  Wells Fargo will provide funding for the Plan.

A copy of the Wells Fargo Plan is available at:

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

Counsel to Wells Fargo Bank is:

         John H. Bernstein, Esq.
         Adam L. Hirsch, Esq.
         KUTAK ROCK LLP
         1801 California St., Suite 3100
         Denver, CO 80202
         Telephone: (303) 297-2400
         Facsimile: (303) 292-7799

                            Debtor Plan

The Debtor on July 13 simultaneously filed its own Plan.

The Debtor treats Wells Fargo's claims as fully secured and has
estimated the claim at $8 million.  Under the Debtor's Plan,
holders of the Note A claims will receive a pro rata portion of
two streams of payments as follows:

    (a) in equal monthly installments in the amount of $49,563.64,
        consisting of interest upon the Loan Balance of such Note
        at the rate of 6.07% per annum, calculated upon a 360-day
        year, and principal, to be applied to the balance of such
        Claim to the extent the monthly payment exceeds the
        interest so calculated;

    (b) 60 equal monthly installments of principal and interest
        at the rate of 7.07% per annum, commencing on the first
        day of the first month following the Effective Date of the
        Plan, fully amortizing over such 60 month period the
        full amount of the Accrued Delinquency Balance.

Monthly payments will be made for a period of 60 months after the
effective date of the Plan.

Under the Debtor's Plan, holders of small unsecured claims --
wherein each holder has a claim not exceeding $1,000 or elects to
have the claim reduced to $1,000 -- will each receive $800 or 80%
of his/her allowed claim.  Holders of other general unsecured
claims will receive six installments commencing on the first day
of the first calendar quarter occurring after the Effective Date
and continuing on the first day of each for the next five calendar
quarters.

Holders of the membership interest in the Debtor will retain their
equity interest.

Wells Fargo and unsecured creditors, which impaired under the
Plan, would be entitled to vote in favor of or against the Plan.

A copy of the Plan is available at:

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

                       About Cheyenne Hotel

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.  The company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011.

Prepetition, Wells Fargo Bank sought and obtained an order for
appointment of a receiver.  As a result, the Debtor commenced the
Chapter 11 proceedings, for the purpose of regaining control of
operations of the hotel.

The Debtor disclosed assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, P.C., in
Denver, represents the Debtor as counsel.


CIRCLE ENTERTAINMENT: Settles "Huff" Derivative Lawsuit in N.Y.
---------------------------------------------------------------
Circle Entertainment Inc., as a nominal defendant, the Company's
directors Harvey Silverman, Michael J. Meyer, John D. Miller,
Robert Sudack, Paul C. Kanavos and Robert F.X. Sillerman, as
defendants, Mitchell J. Nelson, an officer of the Company, as a
defendant, Brett Torino, a stockholder and former officer of the
Company, as a defendant, and certain entities owned and controlled
by Messrs. Sillerman, Kanavos and Torino, as defendants, and The
Huff Alternative Fund, L.P., and The Huff Alternative Parallel
Fund, L.P., stockholders of the Company, as plaintiffs, entered
into a Stipulation and Settlement Agreement to settle the
derivative lawsuit filed on April 28, 2010, by Huff on behalf of
the Company in the Supreme Court of the State of New York, County
of New York.

The Settlement Agreement is subject to final approval by the
Supreme Court of the State of New York, County of New York at a
hearing to be scheduled by the Court.

Under the terms of the Settlement Agreement:

   * The Company has agreed to elect to its board of directors an
     additional independent director, who will also serve as a
     member of all committees of the board of directors.  The
     Company is required to elect that additional independent
     director within 60 days after the Effective Date and is not
     permitted to decrease the number of independent directors for
     a period of at least three years from the Effective Date;

   * The Company and the other defendants have agreed to pay the
     sum of $950,000 to Huff as payment for part of the costs and
     expenses (including attorneys' fees) incurred by Huff in
     connection with the lawsuit and the results achieved in the
     lawsuit.  That payment is due and payable in full within
     15 days of the Effective Date; and

   * The Company and the other defendants and Huff have agreed to
     release the other from claims related to the lawsuit or any
     other lawsuit, provided that Huff has preserved certain
     claims against Mr. Torino and his affiliates (except the
     Company and the other defendants) .

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

                        http://is.gd/OP482O

                     About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company's balance sheet at March 31, 2012, showed
$6.48 million in total assets, $13.72 million in total
liabilities, and a $7.23 million total stockholders' deficit.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about the Company's ability to continue as a
going concern following the 2011 financial results.  The
independent auditors noted that the Company has limited available
cash, has a working capital deficiency and will need to secure new
financing or additional capital in order to pay its obligations.


CIRCUS & ELDORADO: Bank of New York Says Plan is Unconfirmable
--------------------------------------------------------------
Bank of New York Mellon Trust Company, N.A., as indenture trustee,
asks the U.S. Bankruptcy Court for the District of Nevada to deny
approval of Circus & Eldorado Joint Venture, et al.'s Disclosure
Statement explaining the proposed Plan of Reorganization dated
June 1, 2012.

According to the Bank, the Disclosure Statement must be denied
because (i) it lacks adequate information as required pursuant to
Section 1125 of the Bankruptcy Code; and (ii) the proposed Plan is
patently unconfirmable on its face.

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

As reported in the Troubled Company Reporter on July 17, 2012, the
New York Bank of Mellon Trust Co., representing noteholders in the
Chapter 11 case of the owner of the Reno, Nev., Silver Legacy
Resort and Casino, in its objection, said the information the
company is providing to creditors and lenders about its
restructuring plan is "woefully inadequate."

As reported in the July 12, edition of the TCR, according to the
Disclosure Statement, the terms of the Plan include, among other
things:

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

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

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

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

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

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

     6     Equity Interests        Rights remain unaltered by
                                   the Plan.

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

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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


CITY NATIONAL: Preston Pinkett's Equity Stake Increased by 1%
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Preston D. Pinkett, III, disclosed that, as
of July 19, 2012, he beneficially owns 18,341 shares of common
stock of City National Bancshares Corporation representing 12.3%
of the shares outstanding.

Mr. Pinkett previously reported beneficial ownership of 16,697
common shares or a 11.3% equity stake as of June 19, 2012.

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

                        http://is.gd/qZvp7i

                  About City National Bancshares

Newark, New Jersey-based City National Bancshares Corporation is a
New Jersey corporation incorporated on Jan. 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.

The Company reported a net loss of $3.67 million in 2011, a net
loss of $7.45 million in 2010, and a net loss of $7.82 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed
$358.44 million in total assets, $338.67 million in total
liabilities and $19.77 million in total stockholders' equity.

KPMG LLP, in Short Hills, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Dec. 31, 2011.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a consent order with the Office of the Comptroller of
the Currency that raise substantial doubt about its ability to
continue as a going concern.


CO-OPERATIVE BANK: Fitch Cuts Rating on Teir 2 Sub. Notes to 'BB+'
------------------------------------------------------------------
Fitch Ratings has downgraded Co-operative Bank PLC's (CB) Long-
term Issuer Default Rating (IDR) to 'BBB+' from 'A-' and Viability
Rating (VR) to 'bbb+' from 'a-' and maintained the ratings on
Rating Watch Negative (RWN).  The agency has also placed CB's
Support Rating of '3' and Support Rating Floor of 'BB+' on Rating
Watch Positive (RWP).

The downgrades reflect the deterioration in CB's asset quality.
Impaired loans rose to account for a high 9.1% of gross loans at
end-2011, largely driven by a worsening of exposures to the
commercial and residential investment property sectors.  Fitch
anticipates further deterioration in 2012 and the agency considers
impaired loan coverage to be weak.  There is significant
dependency on property collateral to cover impaired loans, in
addition to the buffers of impairment allowances and fair value
adjustments, at a time when real estate values remain under
downward pressure.  Credit impairment charges were driven by
corporate lending in 2011 and, given CB's weak profitability,
absorbed a significant 35% of the year's pre-impairment operating
profit.  Fitch expects CB to make larger loan impairment charges
in 2012.

Over the medium term, capital will also be negatively impacted by
the unwinding of the significant fair value adjustments made for
legacy Britannia Building Society (Britannia) debt securities when
CB merged with it in 2009.  These adjustments were positive on the
merger date and as they unwind, they will have a negative impact
on equity over the medium term.

The RWNs reflect the likelihood of a further downgrade if,
following today's announcement of the non-binding agreement of
heads of terms, the planned sale and purchase agreement with
Lloyds Banking Group plc (LBG) is finalised.  The potential
acquisition is sizeable and, if completed, could potentially
result in around 50% growth of the balance sheet.  Management has
maintained that it does not have appetite to weaken CB's
capitalisation or funding position as a result of the acquisition,
which is consistent with the heads of terms agreement that LBG
will capitalise the balance sheet and that there would be no
funding gap.  Fitch continues to believe that there are execution
and integration risks associated with the transaction,
particularly relating to asset quality development and the burden
on management.  Other risks facing CB include customer attrition
and risks related to the future migration of existing CB
customers.

The IDRs and VR would likely be downgraded on the announcement of
a sale and purchase agreement.  Furthermore, after a sale and
purchase agreement and even after completion, Fitch may maintain
the ratings on RWN depending on how the significantly enlarged
resultant business performs and the accounting implications of the
transaction.

The RWPs on the Support Rating and Support Rating Floor reflect
the expected increase in systemic importance of the enlarged
entity.  If the acquisition of LBG branches is completed, the
enlarged entity will control a current account market share of
around 7% in the UK.  In Fitch's opinion, given its increased
systemic importance within the UK banking sector, the UK
authorities' propensity to support the enlarged entity will
increase.  The agency also believes that the high profile nature
of the transaction and the authorities' involvement in encouraging
competition in the sector means that the propensity to support the
enlarged entity, if required, in the near term is greater than it
would normally be for an institution of this size.  Fitch expects
to resolve the RWPs when the LBG transaction is completed,
expected to be by end-2013.

Fitch considers the bank's capitalisation to be somewhat weak,
particularly considering the large amount of uncovered impaired
loans.  The Fitch core capital (FCC)/weighted risks ratio stood at
11% at end-2011 (end-2010: 10%) but uncovered impaired loans
amounted to a high 109% of FCC, which is even higher when adjusted
for fair value adjustments related to legacy Britannia debt
securities.  In 2011, CB's immediate parent, Co-operative Banking
Group injected GBP87m into CB, which offset a provision made for
mis-selling Payment Protection Insurance in line with peers.  CB's
liquidity is sound.  Customer deposit growth in 2011 was largely
driven by corporate deposits. Loans shrunk moderately resulting in
a loan-to-deposit ratio of 93.5% at end-2011 (end-2010: 103.2%),
which should not change materially if the balance sheet of the LBG
branches is self-funded in line with the heads of terms.

Fitch notes that the resolution of the RWNs and RWPs may take more
than six months, the usual time horizon for a Rating Watch.  In
addition to the acquisition, the bank's ratings would be sensitive
to a greater deterioration in asset quality than expected,
continued pressure on capital resulting from the unwinding of the
fair value adjustments and from long drawn weak profitability.
However, Fitch expects that ultimately the acquisition will be
positive for the group, particularly if the integration risks are
well managed and if the legacy problem loans are dealt with
effectively and swiftly.  It is Fitch's view that the enlarged
franchise combined with the current political pressure to create
an effective competitor within the banking system may result in a
higher Support Rating Floor, possibly at 'BBB-', which would be
the lowest level the Long-term IDR could reach if the bank's VR is
downgraded further.

CB is 100%-owned by Co-operative Banking Group Limited (previously
Co-operative Financial Services Limited), the financial arm of CG.
Fitch believes CG has a strong propensity to support CB, but it is
not certain that it would always have the resources to do so. CG
had GBP5.1bn equity at end-2011.

The full list of rating actions is as follows:

  -- Long-term IDR: downgraded to 'BBB+' from 'A-'; RWN maintained

  -- Short-term IDR: 'F2'; RWN maintained

  -- Viability Rating: downgraded to 'bbb+' from 'a-'; RWN
     maintained

  -- Support Rating: '3'; placed on RWP

  -- Support Rating Floor: 'BB+'; placed on RWP

  -- Senior unsecured notes long-term rating: downgraded to 'BBB+'
     from 'A-'; RWN maintained

  -- Senior unsecured notes short-term rating: affirmed at 'F2';
     RWN maintained

  -- Lower Tier 2 subordinated notes: downgraded to 'BBB' from
     'BBB+'; RWN maintained

  -- Upper Tier 2 subordinated notes: downgraded to 'BB+' from
     'BBB-'; RWN maintained


CONTRACT RESEARCH: Sale-Based Plan Hearing on Sept. 11
------------------------------------------------------
Contract Research Solutions, Inc., et al., will seek confirmation
of their proposed Chapter 11 plan of reorganization at a hearing
on Sept. 11, 2012, at 11:00 a.m.  The Court will also consider
approval of the disclosure statement at the hearing.

Holders of claims entitled to vote on the Plan must submit their
ballots to the voting and claims agent on or before Aug. 24, 2012.
Objections to the Plan are also due Aug. 24.

The Debtors on June 20, 2012, closed the sale of the assets to
lenders led by Freeport Financial.  A court-sanctioned auction was
cancelled after no competing bids were filed.  The lenders agreed
to purchase the assets for a credit bid of $50 million and the
assumption of $30 million in liabilities.  The Freeport-led
investor group is providing the $15 million DIP financing to fund
the case.

The Plan confirmation process should be smooth sailing.  The
Debtors in May obtained approval of a global settlement agreement
with first lien lenders, second lien lenders, and the official
committee of unsecured creditors.  The settlement carves out $1.5
million for payment to holders of unsecured claims or other uses
the committee finds necessary.  The settlement provides that the
lenders won't use their secured deficiency claims to take any part
of the $1.5 million.  The company said that the settlement will
give some recovery to unsecured creditors even though secured
lenders are "not likely to be paid in full" by taking ownership.

The summary of the Plan provides that the first lien lenders and
the second lien lenders are impaired under the Plan and thus are
entitled to vote on the Plan.

Holders of general unsecured claims and equity holders are
impaired and deemed to reject the Plan.  Equity holders won't be
receiving anything.  General unsecured creditors, however, will
have a chance to receive payment from funds provided for in the
Global Settlement.

Freeport is the agent under the Debtors' prepetition first lien
and second lien credit facilities.  As of the petition date, the
Debtors owed $115.8 million under the first lien facility,
comprised of $5 million in principal amount of US revolving loans;
$75 million in principal amount of US term loans; and $35.8
million in principal amount of Canadian term loans.  As of the
petition date, the Debtors owed $25 million under the second lien
facility.

A copy of the Disclosure Statement dated July 16, 2012 is
available for free at:

   http://bankrupt.com/misc/CETERO_Plan_Outline_071612.pdf

                           About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of Contract Research is represented by Pachulski Stang Ziehl
& Jones LLP.


CORPORATE EXEC BOARD: S&P Assigns Prelim 'BB-' Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Arlington, Va.-based
The Corporate Executive Board Co. (CEB) its preliminary 'BB-'
corporate credit rating. The rating outlook is stable.

"We also assigned the company's $625 million senior secured credit
facility our preliminary 'BB-' issue-level rating (the same as the
preliminary corporate credit rating on the company) with a
preliminary recovery rating of '3', indicating our expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default. The credit facility consists of a $200 million
term loan A due 2017, a $375 million term loan B due 2019, and a
$50 million revolving credit facility due 2017. CEB will use the
proceeds and some cash on the balance sheet to fund its
acquisition of SHL Group Ltd.," S&P said.

"The preliminary 'BB-' rating reflects our expectation that CEB's
operating performance will be solid, that it will generate good
discretionary cash flow, and gradually reduce debt leverage
through a combination of EBITDA growth and debt repayment,"
explained Standard & Poor's credit analyst Andy Liu. "We view
CEB's business risk profile as 'fair' (according to our criteria)
based on the stable and diverse subscription revenues it derives
from its research and benchmarking studies on operational
improvement topics, high client renewals, and good EBITDA margin.
Clients use these research studies and other CEB tools to diagnose
issues and improve business operations: This can be more cost
effective than seeking assistance from business consultants. We
view CEB's financial risk as 'aggressive' based on its high pro
forma debt leverage, a focus on returning cash to shareholders,
and the potential, in our view, for ongoing acquisition activity.
Pro forma for the acquisition of SHL, debt leverage was relatively
high, at 4.4x as of March 31, 2012. We expect CEB to continue
increasing its dividend distribution to shareholders and to
maintain an active share repurchase program," S&P said.

"The stable rating outlook reflects our expectation that CEB will
reduce and maintain debt leverage below 4.5x, generate good
discretionary cash flow, and maintain an adequate margin of
compliance with covenants. We view the likely of an upgrade as
somewhat higher than a downgrade over the intermediate to long
term. We could raise our rating if CEB maintains operating
momentum and profitability, and reduces debt leverage to less than
4x on a sustained basis," S&P said.

"While not currently likely, we could lower the rating if debt
leverage rises above 5x, which could occur if revenue growth slows
to 3% in 2012 and the EBITDA margin falls to around 20%. Large,
debt-financed acquisitions or debt financed dividends could also
cause a downgrade," S&P said.


COUDERT BROTHERS: Judge Gives Law Firms OK to Appeal Ruling
-----------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that a slew of law
firms challenging a decision on the fate of unfinished client
matters tied to Coudert Brothers LLP's bankruptcy can appeal to
the Second Circuit, a New York federal judge said Wednesday in a
battle that could have implications in and beyond the Dewey &
LeBoeuf LLP bankruptcy.

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


CPI CORP: To Sell Missouri Real Estate to American Milling
----------------------------------------------------------
CPI Corp. entered into a Contract for Purchase and Sale of Real
Estate with American Milling LP to sell real estate located at
1600, 1706, 1726 and 1801 Washington Avenue and 1701, 1731 and
1733 Lucas Avenue in St. Louis, Missouri.

The total purchase price to be paid by CPI to American Milling
will be $3 million.

A copy of the Contract is available for free at:

                        http://is.gd/TCNNuu

                           About CPI Corp

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and offers on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.  CPI's
digital format allows its studios and on location business to
offer unique posing options, creative photography selections, a
wide variety of sizes and an unparalleled assortment of
enhancements to customize each portrait - all for an affordable
price.

The Company reported a net loss of $56.86 million for the fiscal
year ended Feb. 4, 2012, compared with net income of $11.90
million for the fiscal year ended Feb. 5, 2011.

The Company's balance sheet at Feb. 4, 2012, showed $94.53 million
in total assets, $153.34 million in total liabilities and a $58.81
million total stockholders' deficit.

KPMG LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Feb. 4, 2012, noting that the Company has suffered a
significant loss from operations, is not in compliance with the
financial covenants under its credit agreement, and has a net
capital deficiency, all of which raise substantial doubt about its
ability to continue as a going concern.


CUSTER ROAD: In Talks With UBS for Plan Loan
--------------------------------------------
Custer Road Marketplace, Ltd., amended this month the proposed
Chapter 11 Plan that it filed in May.

Amendments to the Plan and Disclosure Statement were filed a day
after the July 9 hearing on the Plan.

According to the Amended Disclosure Statement dated July 10, the
Plan allows the Debtor to obtain a loan secured by lots 2 and 4 of
the Debtor's real property.  An appraisal by Neugent & Helbing
placed the value of the lots at $5.9 million and the loan is
expected to produce $4.4 million.  The prior iteration of the Plan
estimated the value of the property at $5,700,000 and the expected
loan to be in "in excess of $4,000,000."

The Plan Loan will be repaid at the end of 10 years and will bear
interest at a floating rate of approximately 5% per annum;
payments shall be approximately $22,000 per month until the
"balloon" payment.  The Plan Loan will be consummated between the
14th and 31st day following the Confirmation Date.  The Debtor is
in the process of negotiating the Plan Loan from UBS or an
affiliate of UBS; however, the loan may be obtained from another
entity.  The original iteration of the Disclosure Statement did
not report on the talks with UBS.

If the Debtor obtains such a loan, the proceeds will be used to
pay the Class 4 claim of Tax Ease Funding, L.P. in the amount of
$620,000 in full, to pay the Class 2 secured tax claims in full
with respect to taxes assessed against the remaining CRM Property
and the balance paid as a partial payment on the Class 3 Claim of
Legacy Texas Bank, a fully secured creditor.

If the Plan Loan is consummated, Legacy will be paid $3,750,000,
which amount will reduce the amount of the claim of Legacy.
Legacy filed a claim in the amount of $16,436,727 as of Feb. 7,
2012, plus a claim for post-petition interest and attorneys' fees
under 11 U.S.C. Sec. 506(b).  Assuming the postpetition claims of
Legacy for interest and attorneys' fees are approximately
$1,800,000, the balance owed to Legacy after the payment of the
proceeds of the Plan Loan would be approximately $14,400,000.
This balance would be paid by the transfer of property with a
value equal to $14,400,000 (or the actual amount of the claim of
Legacy established by the Bankruptcy Court).  Based on the value
established by the Helbing Appraisal, the value of the Debtor's
property excluding Lots 2 and 4 is approximately $16,500,000.

If CRM or Reorganized CRM does not obtain the Plan Loan, the Class
3 Claim will be paid in full on the Effective Date by the transfer
by special warranty of title to the Legacy Property from CRM to
Legacy in full and final payment of any and all Claims of Legacy.

Each holder of general unsecured claims is impaired under the
Plan.  Each Holder of an Allowed Class 5 general unsecured claim
will receive cash equal to the amount of the claim of payable from
a pro rata share of $5,000 each month until those claims are paid.

Holders of interests are unimpaired under the Plan.

A copy of the Disclosure Statement dated July 10, 2012, is
available at http://bankrupt.com/misc/Custer_Road_DS_071012.pdf

                         About Custer Road

Custer Road Marketplace, Ltd. owns 53 acres of real property known
as Custer Road Marketplace in Collin County, Texas.  Ross Helbing
has appraised the property at $22,700,000.  The slowdown in the
U.S. economy resulted in the inability of CRM to develop and sell
the property as initially anticipated and prevented the Debtor
from paying or re-financing a secured loan.

Custer Road Marketplace filed for Chapter 11 bankruptcy (Bankr.
E.D. Tex. Case No. 12-40312) on Feb. 7, 2012, estimating $10
million to $50 million in assets and debts.  Richard W. Ward,
Esq., serves as the Debtor's bankruptcy counsel.  Judge Brenda T.
Rhoades presides over the case.  In its schedules, the Debtor
disclosed $23,183,800 in total assets and $19,257,403 in total
liabilities.


D. MEDICAL: Receives NASDAQ Delisting Notice
--------------------------------------------
D. Medical Industries Ltd. disclosed that on July 17, 2012, the
Company received a delisting notice from the staff of The NASDAQ
Stock Market, LLC.

As previously reported by the Company, on May 7, 2012, the Company
received a letter from NASDAQ, pursuant to which the Company was
not in compliance with NASDAQ Listing Rule 5550(b), which requires
the Company to have a minimum of $2,500,000 in stockholders'
equity or $35,000,000 market value of listed securities or
$500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently
completed fiscal years.  On June 20, 2012 and July 5, 2012, the
Company provided NASDAQ with a specific plan to achieve and
sustain compliance with the NASDAQ Capital Market listing
requirements, including an estimated time frame for completion of
the plan.

On July 17, 2012, the Company received a letter from NASDAQ,
pursuant to which the NASDAQ staff had determined to deny the
Company's request for continued listing on The NASDAQ Capital
Market, since, in the NASDAQ staff's opinion, the Company did not
provide a definitive plan evidencing its ability to achieve and
sustain compliance with the NASDAQ continued listing requirements.
As a result, trading of the Company's shares will be suspended on
the NASDAQ at the opening of business on July 26, 2012, and a Form
25-NSE will be filed with the Securities and Exchange Commission,
which will remove the Company's securities from listing and
registration on the NASDAQ.  When delisted, the Company's
securities may be immediately eligible to trade on the OTC
Bulletin Board or in the Pink Sheets.

                         About D. Medical

D. Medical -- http://www.dmedicalindustries.com/-- is a medical
device company that holds through its subsidiaries a portfolio of
products and intellectual property in the area of insulin and drug
delivery.  D. Medical has developed durable and semi-disposable
insulin pumps, which continuously infuse insulin into a patient's
body, using its proprietary spring-based delivery technology.  D.
Medical believes that its spring-based delivery mechanism is cost-
effective compared to the motor and gear train mechanisms that
drive competitive insulin pumps and also allows it to incorporate
certain advantageous functions and design features in its insulin
pumps.


DCB FINANCIAL: Files Form S-1; Registers 1.3MM Common Shares
------------------------------------------------------------
DCB Financial Corp. filed with the U.S. Securities and Exchange
Commission a Form S-1 relating to the distribution of non-
transferable rights to subscribe for and purchase up to 1,307,799
common shares to persons who owned the Company's common shares as
of 5:00 p.m., Eastern Time, on the record date, [     ] , 2012.
The proposed maximum aggregate offering price is $4.9 million.

There is no minimum number of rights that must be exercised in
order for the Company to complete the rights offering.

The Company has entered into agreements with certain standby
investors, pursuant to which those standby investors have agreed
to purchase, in a private offering to be closed after the
conclusion of the rights offering, either a minimum number of
common shares, or a certain number of the remaining common shares
that are not purchased through the exercise of rights, or both.
No standby investor will own 10% or more of the common shares
after completion of the rights offering and private offering.  The
maximum number of common shares to be issued by the Company in the
rights offering and the subsequent private offering will not
exceed 3,475,000 common shares.

All common shares sold in the rights offering or pursuant to
agreements with standby investors will be at the $3.80
subscription price.

The Company's common shares are quoted on the Over-the-Counter
Bulletin Board under the trading symbol "DCBF.OB."

A copy of the prospectus is available for free at:

                       http://is.gd/o6TBPo

                       About DCB Financial

DCB Financial Corp. is a financial holding company headquartered
in Lewis Center, Ohio.  The Corporation has one wholly-owned
subsidiary bank, The Delaware County Bank and Trust Company (the
"Bank").  The Corporation also has two additional wholly owned
subsidiaries, DCB Title and DCB Insurance Services LLC.  DCB Title
provides standard real estate title services, while DCB Insurance
Services LLC provides a variety of insurance products. However,
neither nonbank subsidiary is material to the financial results of
the Corporation.  The Bank has one wholly-owned subsidiary, ORECO,
which is used to process other real estate owned.

The Corporation was incorporated under the laws of the State of
Ohio in 1997, as a financial holding company under the Bank
Holding Company Act of 1956, as amended, by acquiring all
outstanding shares of the Bank.  The Corporation acquired all such
shares of the Bank after an interim bank merger, consummated on
March 14, 1997.  The Bank is a commercial bank, chartered under
the laws of the State of Ohio, and was organized in 1950.

The Bank provides customary retail and commercial banking services
to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans,
trust and other wealth management services.  The Bank also
provides cash management, bond registrar and paying agent services
for commercial and public unit entities.  Through its subsidiary
Datatasx, the Bank provided data processing and other bank
operational services to other financial institutions.  Those
services were discontinued in September 2011, and were not a
significant part of operations or revenue.

The Corporation's balance sheet at March 31, 2012, showed
$517.75 million in total assets, $483.26 million in total
liabilities, and stockholders' equity of $34.49 million.

In October 2010, the Corporation's wholly-owned bank subsidiary
entered into a Consent Agreement with the FDIC which requires that
Tier-1 and Total Risk Based Capital percentages reach 9.0% and
13.0% respectively.  As of March 31, 2012, the Bank's capital
ratios, as previously noted, were not at these levels.

The Corporation and its subsidiaries meet all published regulatory
capital requirements.  The ratio of total capital to risk-weighted
assets was 10.3% at March 31, 2012, while the Tier 1 risk-based
capital ratio was 6.7%.

As reported in the TCR on April 5, 2012, Plante & Moran PLLC, in
Columbus, Ohio, said DCB's bank subsidiary is not in compliance
with revised minimum regulatory capital requirements under a
formal regulatory agreement with the banking regulators.  "Failure
to comply with the regulatory agreement may result in additional
regulatory enforcement actions."


DEWEY & LEBOEUF: Deadline for $104MM Ex-Partners Deal Extended
--------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the deadline for
the $104 million settlement offered to former Dewey & LeBoeuf LLP
partners to shield them from future clawback litigation brought by
the Company's trustee was reportedly delayed Thursday after
several partners voiced concerns about the deal.

According to Bankruptcy Law360, the Wall Street Journal reported
that in an email sent to former partners, the July 24 deadline to
accept the settlement was extended until Aug. 7, and a July 26
meeting was set to explain the new terms of the deal.

                        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.


DEX MEDIA EAST: Bank Debt Trades at 49.6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 50.40 cents-on-
the-dollar during the week ended Friday, July 20, 2012, a drop of
0.90 percentage points from the previous week, according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 24, 2014.  The loan is one of the biggest gainers and losers
among 167 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

             About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009.  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

                           *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DEX MEDIA WEST: Bank Debt Trades at 39.42% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 60.58 cents-on-
the-dollar during the week ended Friday, July 20, 2012, a drop of
0.49 percentage points from the previous week, according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014, and carries Moody's 'Caa3' rating and Standard & Poor's
'D' rating.  The loan is one of the biggest gainers and losers
among 167 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                   About R.H. Donnelley & Dex Media

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.

                           *     *     *

In early April 2012, Standard & Poor's Ratings Services raised its
corporate credit rating on Cary, N.C.-based Dex One Corp. and
related entities to 'CCC' from 'SD' (selective default). The
rating outlook is
negative.

"At the same time, we affirmed our issue-level rating on Dex Media
East Inc.'s $672 million outstanding term loan, Dex Media West
Inc.'s $594 million outstanding term loan, and R.H. Donnelley
Inc.'s $866 million outstanding term loan due 2014 at 'D'. The
recovery rating on these loans remains at '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.

"The company's March 9, 2012 amendment allows for ongoing subpar
repurchases of its term debt until 2013, as long as certain
conditions are met. Additionally, on March 22, 2012, the company
announced the commencement of a cash tender offer to purchase a
portion of its senior subordinated notes due in 2017 below par.
The term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue a subpar buyback. We believe that these
circumstances suggest a high probability of future subpar
buybacks, which are tantamount to default under our criteria," S&P
said.

"The 'CCC' corporate credit rating reflects our view that Dex
One's business will remain under pressure given the unfavorable
outlook for print directory advertising. We view the company's
rising debt leverage, low debt trading levels, weak operating
outlook, and steadily declining discretionary cash flow as
indications of financial distress. As such, we continue to assess
the company's financial risk profile as 'highly leveraged,' based
on our criteria. We regard the company's business risk profile as
'vulnerable,' based on significant risks of continued structural
and cyclical decline in the print directory sector. Structural
risks include increased competition from online and other
distribution channels as small business advertising expands across
a greater number of marketing channels," S&P said.


DISH NETWORK: Moody's Rates $500MM Sr. Unsecured Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD4 - 67%) rating to
DISH Network Corporation's (DISH) proposed $500 million add on to
its existing $1 billion 5.875% senior unsecured notes due 2022,
which were issued in May 2012. The new notes will be issued at the
company's wholly-owned subsidiary, DISH DBS Corporation (DISH
DBS), and will be pari pasu with DISH DBS's existing senior
unsecured notes, which are guaranteed only by the US pay-TV
operating company subsidiaries. The company plans to utilize the
net proceeds from the offering for general corporate purposes.
Moody's believes this could include the advanced funding of debt
maturities over the coming years. The company has about $3.75
billion of debt maturing over the next four years and, in the
absence of a revolving credit facility, Moody's believes this is a
prudent measure. However, there is also the possibility of up-
streaming of some cash to DISH to fund a yet to be defined
wireless broadband strategy, which poses some potential credit
risk as the parent is not a guarantor of DISH DBS's notes.

DISH's Ba2 Corporate Family Rating (CFR) and stable rating outlook
are not affected. The offering increases DISH's debt-to-EBITDA to
approximately 3.4x (LTM 3/31/12 incorporating Moody's standard
adjustments and the $1.9 billion note offerings in May) and the
company's cash and investment balance to more than $5 billion.
Loss given default assessments were updated to reflect the updated
debt mix.

Assignments:

  Issuer: Dish DBS Corporation

    Senior Unsecured Regular Bond/Debenture (Notes due 2022),
Assigned Ba2, LGD4 - 67% (a)

LGD Updates:

  Issuer: Dish DBS Corporation

    Senior Unsecured Regular Bond/Debentures, Changed to LGD4 -
67% from LGD4 - 68% (no change to Ba2 rating)

(a) $500 million add-on to existing $1 billion notes

RATINGS RATIONALE

DISH's Ba2 CFR) primarily reflects Moody's concern that
competition from cable and telecommunication companies, which
offer multiple products (video, voice, and data), will pressure
margins and cash flow generation as the costs to grow and retain
subscribers will continue to escalate. Mitigating Moody's concerns
are DISH's strong credit metrics for a company of this scale in
the Ba-rating category, its significant cash and marketable
securities balance and its large subscriber base. In addition,
lack of transparency on fiscal and new strategic policies and on
financial guidance from the company's management and flexible
indenture covenants also moderately constrain the CFR. The rating
also reflects the company's controlling shareholder structure,
although clearly, the controlling shareholder and Chairman,
Charles Ergen, has had a positive impact on the company as it has
maintained strong liquidity and credit metrics. The company has
recently been particularly acquisitive and in the absence of
guidance on their strategic direction and use of acquired assets,
there is elevated event risk with respect to additional
acquisitions of a material size and a potential build out of its
own wireless broadband network that would require heavy
investments over a prolonged period, especially if done without
partners.

The company's current credit metrics are very strong for its Ba2
CFR. However, the stable rating outlook reflects the uncertainty
surrounding DISH's strategic direction and investment beyond its
core video business, balanced by Moody's expectation that DISH
will maintain its strong credit metrics, a sizeable subscriber
base and solid liquidity. Moody's expect DISH to continue to
invest in its customer acquisition efforts in the near term,
including pricing positioning and expanding its video offering
with its purchase of the Blockbuster assets, as well as invest in
a longer term strategy to provide wireless broadband to its video
customers, through its acquisitions of wireless spectrum.

Upward rating pressure could occur if Moody's believed that
present subscriber levels can be maintained in combination with
stable churn rates and retention costs, and leverage can be
sustained under 3.0x debt-to-EBITDA including flexibility to fund
its strategic plans. Also important would be the development of a
broadband strategy which is sufficiently competitive to maintain
its subscriber base, in a market that is growing its dependence
upon internet access capability, through measured investment
levels as well as with strategic partners.

Downward rating pressure would occur if DISH were to sustain debt-
to-EBITDA leverage (incorporating Moody's standard adjustments)
over 3.5 times. Sustained use of cash for shareholder returns or
strategic ventures with negative implications for DISH's credit
profile, material subscriber losses, multiple satellite failures
that cannot be mitigated with backup transponders or capacity
constraints that affect the company's ability to provide a
competitive service could also have negative rating implications.

DISH's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside DISH's core industry and
believes DISH's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

DISH is the third largest pay television provider in the United
States, operating satellite services, with 14.06 million
subscribers as of 6/30/2012.


EASTERN LIVESTOCK: Aug. 15 Mediation with Judge Joan A. Lloyd
-------------------------------------------------------------
The Hon. Basil H. Lorch III of the Bankruptcy Court Southern
District of Indiana appointed:

         Chief Bankruptcy Judge Joan A. Lloyd
         Western District of Kentucky
         Tel: (502) 627-5525

to serve as mediator on a dispute among Eastern Livestock Co.,
LLC., Fifth Third Bank and The First Bank and Trust Company as to
the confidentiality of certain documents.

The Court found that the dispute is amenable to resolution by and
through mediation.

In a separate order, the Court said that the mediation is set for
Aug. 15, 2012, at 10 a.m., in Courtroom No. 1, Fifth Floor, Gene
Snyder Courthouse, 601 W. Broadway, Louisville, Kentucky.  The
Court also ordered that persons with full settlement authority are
directed to appear at the mediation.

The Court ordered that if a settlement is reached at the
mediation, a party designated by the mediator will submit a fully
executed stipulation and proposed order to the court within 20
days of the conclusion of the mediation.  Promptly after the
mediation conference, the mediator will notify the court as to
whether or not a settlement has been reached.  If the mediation
conference does not result in a resolution of all the disputes in
the assigned matter, the matter will proceed to a hearing before
the Court pursuant to the further scheduling orders as may be
appropriate.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.  The Court entered an Order for Relief on
Dec. 28, 2010.  Judge Basil H. Lorch III, at the behest of the
creditors, appointed a trustee to operate Eastern Livestock's
business.  The Chapter 11 trustee has tapped James M. Carr, Esq.,
at Baker & Daniels LLP, as counsel and Katz, Sapper & Miller, LLP,
as accountants.  BMC Group Inc. is the claims and notice agent.
The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.  The Debtor, in its schedules, disclosed
$59,366,230 in assets and $40,154,697 in liabilities as of the
Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010.
The petition was signed by Thomas P. Gibson, as manager.  Michael
J. Walro, appointed as Chapter 7 Trustee for East-West Trucking,
has tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.
Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, tapped Dale & Eke, P.C., as counsel.

James A. Knauer was appointed as Chapter 11 trustee for the
Debtor's estate.

The trustee is represented by Faegre Baker Daniels, LLP.


ESSENTIAL POWER: S&P Gives Prelim 'BB' Rating on $565MM Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
rating and preliminary '2' recovery rating to Essential Power
LLC's $565 million senior secured term loan and $100 million
senior secured first-lien revolving credit and letter of credit
facility. The preliminary '2' recovery rating indicates
substantial recovery (70% to 90%) of principal in a default
scenario. Ratings are preliminary pending final structure and
documents review. The outlook is stable.

"Essential (and Holdco Essential Power Holdings LLC) is a ring-
fenced, special-purpose entity that owns 1,721 megawatts of
nominal generation capacity spread between gas-fired, fossil-fuel,
and hydro assets in the Pennsylvania-Jersey-Maryland Interconnect
and the Independent System Operator-New England regions. The
project is 100% owned by Australian pension fund manager Industry
Funds Management. Essential is refinancing debt raised initially
in 2008-2009 when the company was known as North American Energy
Alliance, consisting of a $310 million first-lien facility and
$205 million in second-lien securities. The project will also have
a $100 million senor secured revolver. The term loan and revolver
will mature in 2019 and 2017. Essential will repay the term loan
through a 100% cash flow sweep," S&P said.

"The stable rating outlook reflects our expectations that the
project's relatively stable revenue streams, consisting of the
purchased power agreement, hedges, and capacity payments, will
allow for deleveraging over the loan tenor, to about $200 per kW
by the time hedges expire in 2016. A ratings upgrade is unlikely
given the limited asset diversity, the age of the assets, and the
project's exposure to merchant power revenue. If the assets
underperform operationally, causing energy gross margins and
capacity payment revenue to fall below expectations, we could
lower the ratings. Specifically, we would consider a downgrade if
refinancing risk increases to more than $200 per kW," S&P said.


FIBERTOWER CORP: Hearing Tuesday on Bid to Use Cash Collateral
--------------------------------------------------------------
FiberTower Network Services Corp. and FiberTower Corporation and
their affiliated debtors will appear before the Bankruptcy Court
in Forth Worth, Texas, on Tuesday, July 24, at 11:00 (CST), to
seek approval of their request to use cash collateral securing
obligations to their prepetition first and second lien lenders.

The Debtors and their non-debtor subsidiaries are obligated under:

     -- an indenture, dated as of Dec. 22, 2009, with Wells Fargo
        Bank, National Association, as indenture trustee and
        collateral agent to the holders of 9.00% Senior Secured
        Notes due 2016.  As of the Petition Date, the Company and
        its affiliates owed in the aggregate principal amount of
        roughly $132 million; and

     -- an indenture, dated as of Nov. 9, 2006, as supplemented,
        with U.S. Bank, National Association, in its capacity as
        successor indenture trustee and collateral agent to
        holders of the 9.00% Convertible Senior Secured Notes
        due 2012.  As of the Petition Date, the Company and its
        affiliates owed roughly $37 million.

The Debtors propose to provide adequate protection for the use of
such Cash Collateral in the form of replacement liens to the
extent of any diminution in the value of the collateral.  The
Adequate Protection Liens granted to the First Lien Secured
Parties and the Second Lien Parties, however, will not attach to
any proceeds of claims for relief obtained pursuant to chapter 5
of the Bankruptcy Code, if any.

The Debtors also propose to pay (A) to the First Lien Trustee,
ongoing payment in cash on a current basis, no less than monthly,
and including any amounts incurred prior to the Petition Date, of
the reasonable and documented fees, costs and expenses of the
First Lien Trustee in connection with the Chapter 11 Cases
(including, without limitations, the fees and expenses of Reed
Smith LLP and local counsel as counsel for the First Lien
Trustee); and (B) to the holders of First Lien Notes party to a
Plan Support Agreement dated as of July 17, 2012, ongoing payment
in cash on a current basis, no less than monthly, and including
amounts incurred prior to the Petition Date, of the reasonable and
documented fees and expenses of the Consenting Noteholders in
connection with the Chapter 11 Cases (including, without
limitation, the fees and expenses of Stroock & Stroock & Lavan LLP
and local counsel as counsel to the Consenting Noteholders).

As of June 30, 2012, the Debtors' books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.

As of the Petition Date, the Debtors had unrestricted cash of
roughly $23 million. For the six months ending June 30, 2012, the
Debtors had total revenue of roughly $33 million. With the help of
FTI Consulting, Inc., their proposed financial advisor, the
Debtors' preliminary valuation work shows that the Debtors'
enterprise value is materially less than $132 million -- i.e., the
approximate principal amount of the 2016 Notes outstanding as of
the Petition Date.

This preliminary valuation work is based upon the assumption that
the Debtors' spectrum licenses will not be terminated.

                          About FiberTower

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.
FiberTower provides facilities-based backhaul services to wireless
carriers.

Judge D. Michael Lynn oversees the case.  Lawyers at Andrews Kurth
LLP serve as the Debtors' lead counsel.  Lawyers at Hogan Lovells
and Willkie Farr and Gallagher LLP serve as special FCC counsel.
FTI Consulting serve as financial advisor.  BMC Group Inc. serve
as claims and noticing agent.  The petitions were signed by Kurt
J. Van Wagenen, president.


FIRST CHEROKEE: Closed; Community & Southern Assumes All Deposits
-----------------------------------------------------------------
First Cherokee State Bank of Woodstock, Ga., was closed on Friday,
July 20, by the Georgia Department of Banking and Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Community & Southern Bank of Atlanta,
Ga., to assume all of the deposits of First Cherokee State Bank.

The three branches of First Cherokee State Bank will reopen during
normal business hours as branches of Community & Southern Bank.
Depositors of First Cherokee State Bank will automatically become
depositors of Community & Southern Bank.  Deposits will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of First
Cherokee State Bank should continue to use their existing branch
until they receive notice from Community & Southern Bank that it
has completed systems changes to allow other Community & Southern
Bank branches to process their accounts as well.

As of March 31, 2012, First Cherokee State Bank had about
$222.7 million in total assets and $193.3 million in total
deposits.  Community & Southern Bank will pay the FDIC a premium
of 0.50 percent to assume all of the deposits of First Cherokee
State Bank.  In addition to assuming all of the deposits of the
failed bank, Community & Southern Bank agreed to purchase
essentially all of the failed bank's assets.

The FDIC and Community & Southern Bank entered into a loss-share
transaction on $141.8 million of First Cherokee State Bank's
assets.  Community & Southern Bank will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector.  The transaction
also is expected to minimize disruptions for loan customers.  For
more information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-640-2751.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/cherokee.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $36.9 million.  Compared to other alternatives, Community
& Southern Bank's acquisition was the least costly resolution for
the FDIC's DIF.  First Cherokee State Bank is the 36th FDIC-
insured institution to fail in the nation this year, and the
eighth in Georgia.  The last FDIC-insured institution closed in
the state was Georgia Trust Bank, Buford, earlier on Friday, July
20.


FLY LEASING: S&P Assigns 'BB' Longterm Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
corporate credit rating to Bermuda-based Fly Leasing Ltd. The
outlook is stable.

"At the same time, we assigned a 'BBB-' rating to the proposed
$395 million secured term loan that Fly's wholly owned subsidiary
Fly Funding II S.a.r.l. will issue. Fly will guarantee the term
loan. The recovery rating on the term loan is '1', indicating our
expectation of a very high (90%-100%) recovery in a payment
default," S&P said.

"The rating on Fly Leasing Ltd. reflects inherent risks of
cyclical demand and lease rates for aircraft, a substantial
percentage of encumbered assets, and the company's complicated
ownership structure," said Standard & Poor's credit analyst Betsy
Snyder.

The rating also reflects Fly's position as a mid-tier provider of
aircraft operating leases, and Standard & Poor's expectation that
the company's credit metrics will improve as its earnings and cash
flow benefit from the October 2011 acquisition of 49 aircraft. Fly
assumed approximately $1.2 billion of secured debt in connection
with that transaction.

As of March 31, 2012, Fly's portfolio comprised 111 aircraft
managed by BBAM L.P., whose overall portfolio consists of 450
aircraft it manages for third parties. Based on fleet size, on its
own, Fly's portfolio is among the smallest of the global aircraft
lessors in the second tier.

"As a result of the 2011 portfolio acquisition and the assumption
of $1.2 billion of debt, and only a partial year's worth of
earnings and cash flow in 2011 from the acquired planes, Fly's
credit metrics deteriorated. Standard & Poor's expects credit
metrics to improve once Fly generates a full year's worth of
earnings and cash flow from the acquired aircraft, and with some
expected debt reduction," S&P said.


GARY PHILLIPS: Cash Collateral Hearing Continued Until July 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
continued until July 31, 2012, at 9 a.m., the hearing to consider
Regions Bank's motion for Gary Phillips Construction, LLC,, to
turnover of cash collateral or disbursement of sale proceeds.

As reported in the Troubled Company Reporter on June 12, 2012,
according to Regions Bank, pursuant to its Deed of Trust and
Assignment of Rents, the Bank has liens on multiple parcels of
real property, well as the Debtor's cash collateral.  On Oct. 24,
2011, the Court granted Regions Bank's request for relief of
automatic stays, for adequate protection, and to prohibit or
condition use of the cash collateral.

Regions Bank asserted that prior to obtaining relief from the
stay, certain real properties that were encumbered by the Bank's
Deed of Trust were sold, including 421 Brookside Drive,
Elizabethton, Tennessee and 482 Grovemont Place, Piney Flats,
Tennessee.  The foregoing sales produced excess proceeds of $4,286
and $74,099,  respectively, with said amounts being paid into cash
collateral rather than to the Bank; however, said amounts remain
impressed with the Bank's lien given that each parcel secures all
of the Debtor's obligations to the Bank.  The Bank relates that
the foregoing amounts represent the proceeds of the sale of the
Bank's collateral.

The Bank requested for the disbursement of funds in the Debtor's
possession that are attributable to, or proceeds from the sale of
Regions' collateral properties, plus interest, including all
amounts attributable to the sales because of the Debtor's failure
to submit a Plan, the lack of any real prospect for a successful
reorganization, and the Debtor's declining operating account
balance.

Previously, the Debtor requested for authorization to use property
in the nature of cash collateral.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant Bank of Tennessee,
Citizens Bank, Commercial Bank, First Bank & Trust, Regions Bank,
Tri-Summit Bank, TruPoint Bank, and Probuild Company, LLC,
replacement liens in all assets of the estate.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Debtor tapped the law firm of Bearfield &
Associates as special counsel.  The Court denied the application
to employ Crye-Leike Realtors as realtor.  In its schedules, the
Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GEORGIA GULF: S&P Puts 'BB-' CCR on Watch Positive over PPG Merger
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and 'BB' senior secured debt rating on Georgia Gulf
on CreditWatch with positive implications.

The CreditWatch placement follows the announcement that Georgia
Gulf will merge with PPG Industries Inc.'s (BBB+/Stable/A-2)
commodity chemicals business via a stock-for-stock exchange using
a Reverse Morris Trust structure.

"The transaction, which management expects to close by late 2012
or early 2013, is subject to the receipt of a tax ruling from the
U.S. IRS regarding the tax-free nature of the transaction, Georgia
Gulf shareholder approval, and other customary conditions. Georgia
Gulf will finance approximately half of the about $2.1 billion
transaction with new and assumed debt, and half with equity. In
addition, Georgia Gulf is assuming certain postretirement and
environmental liabilities totaling about $230 million. It will
also assume pension obligations that will be fully funded on an
Employee Retirement Income Security Act of 1974 (ERISA) basis.
Georgia Gulf existing shareholders will own 49.5% of the combined
entity, and PPG shareholders will own 50.5%. Pro forma combined
past-12-month sales as of March 31, 2012, totaled about $5
billion, and EBITDA was $655 million before synergies that
management expects to total $115 million," S&P said.

"We believe that the transaction would strengthen Georgia Gulf's
business risk profile to 'fair' from 'weak'. It would increase
Georgia Gulf's backward integration into chlorine production and
add significant merchant chlorine and caustic soda capacity. The
resulting entity would be among the largest North American
commodity chemical producers, and we believe it would benefit from
this increased size and scope through better purchasing power and
higher operating rates," said Standard & Poor's credit analyst
Cynthia Werneth. "In addition, the resulting high degree of
backward integration into electricity co-generation from natural
gas improves its competitive position by leveraging its access to
comparatively low-cost U.S. natural gas. We believe that the two
parties' historic supplier-customer and joint venture partner
relationships, and the close proximity of their respective Lake
Charles, La., operations, increases Georgia Gulf's familiarity
with PPG's operations and reduces integration risk. The
transaction results in a pro forma total adjusted total debt to
EBITDA of about 2.9x before any synergy benefits. We adjust debt
to include about $290 million of estimated tax-effected pension,
postretirement, and environmental liabilities and capitalized
operating leases at the combined entity."

"Although we expect the business of the combined company to remain
cyclical, we regard industry supply and demand dynamics as
generally favorable. This transaction has the additional benefit
of enhancing industry consolidation. Although the global economy
could cause demand to soften somewhat in the near term, the
combined company should benefit considerably over the long term
from the gradual recovery of U.S. housing markets."

"If the transaction proceeds as it's currently structured, we
expect to remove the ratings from CreditWatch and raise them at or
before closing, which the parties expect to occur by early 2013 at
the latest. We will determine the post-closing rating on Georgia
Gulf's existing senior secured notes and assign ratings to the
planned term loan and senior unsecured notes when definitive terms
and conditions are available," S&P said.


GEORGIA TRUST: Closed; Community & Southern Assumes All Deposits
----------------------------------------------------------------
Georgia Trust Bank of Buford, Ga., was closed on Friday, July 20,
by the Georgia Department of Banking and Finance, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Community & Southern Bank of Atlanta, Ga., to
assume all of the deposits of Georgia Trust Bank.

The two branches of Georgia Trust Bank will reopen during normal
banking hours as branches of Community & Southern Bank.
Depositors of Georgia Trust Bank will automatically become
depositors of Community & Southern Bank.  Deposits will continue
to be insured by the FDIC, so there is no need for customers to
change their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Georgia
Trust Bank should continue to use their existing branch until they
receive notice from Community & Southern Bank that it has
completed systems changes to allow other Community & Southern Bank
branches to process their accounts as well.

As of March 31, 2012, Georgia Trust Bank had about $119.8 million
in total assets and $117.4 million in total deposits.  Community &
Southern Bank will pay the FDIC a premium of 0.50 percent to
assume all of the deposits of Georgia Trust Bank.  In addition to
assuming all of the deposits of the failed bank, Community &
Southern Bank agreed to purchase about $111.5 million of the
failed bank's assets.  The FDIC will retain the remaining assets
for later disposition.

The FDIC and Community & Southern Bank entered into a loss-share
transaction on $65.9 million of Georgia Trust Bank's assets.
Community & Southern Bank will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-822-0412.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/georgiatrust.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $20.9 million.  Compared to other alternatives, Community
& Southern Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Georgia Trust Bank is the 35th FDIC-insured
institution to fail in the nation this year, and the seventh in
Georgia.  The last FDIC-insured institution closed in the state
was Montgomery Bank & Trust, Ailey, on July 6, 2012.


GENERAL MOTORS: Retirees Wrestle with Pension Buyout
----------------------------------------------------
American Bankruptcy Institute, citing the New York Times, reports
that General Motors has made pension buyout offers to about 42,000
of its 118,000 former white-collar employees and surviving
spouses.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GRAN CENTRAL: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Gran Central Holdings, LLC
        Attn: James R. Pinion, II
        PIE, LLC
        4502 W. Vasconia Street
        Tampa, FL 33629

Bankruptcy Case No.: 12-10963

Chapter 11 Petition Date: July 19, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $820,000

Scheduled Liabilities: $4,973,489

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-10963.pdf

The petition was signed by James R. Pinion, II, MGRM of PIE, LLC,
majority member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Pinion, James R., II                  12-10964        7/19/2012
Pinion, Mary                          12-10965        7/19/2012


GREAT CANADIAN: Upsized Note Offering No Impact on Moody's CFR
--------------------------------------------------------------
Moody's Investors Service said that Great Canadian Gaming's
corporate family and other ratings and outlook will not change as
a result of the company's announcement that it had increased its
offering of C$400 million senior unsecured notes due 2022 by C$50
million to C$450 million. The corporate family rating remains Ba3
with a stable outlook and all instrument ratings- including the B1
rating on the senior unsecured notes, remain the same as specified
in Moody's press release dated July 9, 2012. The increase in the
size of the issue is slightly credit negative because of the
incremental debt taken on by the company, but it will have only a
minimal impact on overall credit metrics. However, Moody's will
adjust the LGD (loss given default) point estimate on the
unsecured notes to LGD4, 65% from LGD4, 67% due to the change in
the capital structure.

The principal methodology used in rating Great Canadian Gaming
Corporation was the Global Gaming 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.

Great Canadian Gaming Corporation, a TSX-listed company
headquartered in Richmond, British Columbia, is a multi-
jurisdictional gaming and entertainment operator in Canada with
operations in British Columbia, Ontario and Nova Scotia. The
company also operates four card rooms in the State of Washington.
Revenue for the last twelve months ended March 31, 2012 was
approximately CAD399 million.


GREENBACK MORTGAGE: Case Summary & 6 Unsecured Creditors
--------------------------------------------------------
Debtor: Greenback Mortgage Fund, LLC
        1299 Fourth Street, No. 500
        San Rafael, CA 94901

Bankruptcy Case No.: 12-32142

Chapter 11 Petition Date: July 20, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Glenn W. Peterson, Esq.
                  MILLSTONE PETERSON AND WATTS, LLP
                  2267 Lava Ridge Court #210
                  Roseville, CA 95661
                  Tel: (916)780-8222
                  E-mail: gpeterson@mpwlaw.net

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

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

A copy of the Company's list of its six unsecured creditors is
available for free at:
http://bankrupt.com/misc/canb12-32142.pdf

The petition was signed by James Brittain, dissolution manager.


GUITAR CENTER: Soren Mills Quits as EVP - Direct Brands
-------------------------------------------------------
Soren Mills, executive vice president - Direct Brands, left
Guitar Center, Inc., effective as of July 13, 2012.

                        About Guitar Center

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

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

The Company's balance sheet at March 31, 2012, showed $1.89
billion in total assets, $1.99 billion in total liabilities and a
$93.96 million total stockholders' deficit.

                        Bankruptcy Warning

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

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

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

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

   * the Company could be forced into bankruptcy or liquidation.

                           *     *     *

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

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


HANMI FINANCIAL: Reports $55.7 Million Net Income in 2nd Quarter
----------------------------------------------------------------
Hanmi Financial Corporation reported net income of $55.77 million
on $29.96 million of total interest and dividend income for the
three months ended June 30, 2012, compared with net income of $8
million on $32.61 million of total interest and dividend income
for the same period during the prior year.

The Company reported net income of $63.11 million on $60.25
million of total interest and dividend income for the six months
ended June 30, 2012, compared with net income of $18.43 million on
$66.49 million of total interest and dividend income for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $2.84 billion
in total assets, $2.49 billion in total liabilities and $348.45
million in total stockholders' equity.

"Hanmi's return to profitability in the past seven quarters is a
direct result of the successful execution of our strategic
turnaround plan and led to the reversal of the valuation allowance
against our DTA.  Our confidence in the sustainability of our
future profitability is reflected in the decision," said Jay S.
Yoo, President and Chief Executive Officer.  "More importantly,
the ongoing improvement in asset quality, expanding net interest
margin, improving operating efficiencies and contributions for our
SBA loan originations and sales were the real highlights of the
second quarter."

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

                        http://is.gd/xzW6B9

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

                           Going Concern

At Dec. 31, 2011, the Bank had a tangible stockholders' equity to
total tangible assets ratio of 12.48 percent.  Accordingly, the
Company is in compliance with the Final Order.  Pursuant to the
Written Agreement, the Company is also required to increase, and
is required to maintain, sufficient capital at the Company and at
the Bank that is satisfactory to the Federal Reserve Bank.  Should
the Company's asset quality erode and require significant
additional provision for credit losses, resulting in consistent
net operating losses at the Bank, the Company's capital levels
will decline and the Company will need to raise capital to satisfy
its agreements with the regulators and any future regulatory
orders or agreements the Company may be subject to.

The Bank is subject to additional regulatory oversight as a result
of a formal regulatory enforcement action issued by the Federal
Reserve Bank and the California Department of Financial
Institutions.  On Nov. 2, 2009, the members of the Board of
Directors of the Bank consented to the issuance of the Final Order
from the California Department Financial Institutions.  On the
same date, the Company and the Bank entered into the Written
Agreement with the Federal Reserve Bank.  Under the terms of the
Final Order and the Written Agreement, the Bank is required to
implement certain corrective and remedial measures under strict
time frames.


HAWKER BEECHCRAFT: Taps Epiq Bankruptcy as Administrative Advisor
-----------------------------------------------------------------
Hawker Beechcraft, Inc., et al., seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Epiq Bankruptcy Solutions, LLC,  as administrative advisor, nunc
pro tunc to the Petition Date.

Epiq will, among other things:

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

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

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

      d. generate, provide and assist with claims reports, claims
         objections, exhibits, claims reconciliation, and related
         matters; and

      e. provide a confidential data room.

The Debtors will pay Epiq at these hourly rates:

         Clerk                            $28.00?$42.00
         Case Manager                     $66.50?$101.50
         IT/Programming                   $98.00?$133.00
         Senior Case Manager/Consultant  $115.50?$154.00
         Senior Consultant               $157.50-$192.50
         Vice President                      $200.00

The Debtors will pay Epiq a retainer in the amount of $25,000.

Jason D. Horwitz, Vice President and Senior Consultant of Epiq,
attests to the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                      About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for
Chapter 11 reorganization together with 17 affiliates (Bankr.
S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already
negotiated a plan that eliminates $2.5 billion in debt and $125
million of annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new
stock to holders of $1.83 billion of secured debt, while 18.9% of
the new shares are for unsecured creditors.  The proposal has
support from 68% of secured creditors and holders of 72.5% of the
senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in
total liabilities and a $956.90 million total deficit.  Other
claims include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the
DIP Agent and the Prepetition Agent.

The Senior Secured Lenders' legal representative is Wachtell
Lipton Rosen & Katz and their financial advisor is Houlihan
Lokey.

Superior's legal representative is Locke Lord LLP and its
financial advisor is Grant Thornton.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc
committee of holders of the 8.500% Senior Fixed Rate Notes due
2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued
by Hawker Beechcraft Acquisition Company LLC and Hawker
Beechcraft Notes Company.  The members of the Ad Hoc Committee --
GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC
-- hold claims or manage accounts that hold claims against the
Debtors' estates arising from the purchase of the Senior Notes.
Deutsche Bank National Trust Company, the indenture trustee for
senior fixed rate notes and the senior PIK-election notes, is
represented by Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the
case has selected Daniel H. Golden, Esq., and the law firm of
Akin Gump Strauss Hauer & Feld LLP as legal counsel.  The
Committee tapped FTI Consulting, Inc., as its financial advisor.


HAWKER BEECHCRAFT: Wants to Hire PwC as Accounting Consultants
--------------------------------------------------------------
Hawker Beechcraft, Inc., et al., seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to retain
PricewaterhouseCoopers LLP as accounting consultants and
independent auditors nunc pro tunc to June 18, 2012.

PwC will:

      a. provide general and technical accounting advice with
         respect to the contemplated bankruptcy process including
         impacts on monthly operating reporting requirements and
         matters related to post-acquisition accounting;

      b. assist with due diligence requests such as coordinating
         workpaper reviews and responding to management inquiries
         about historical accounting records; and

      c. provide limited-scope audit services of the Debtors'
         savings and investment plan and retirement income plans,
         including issuance of a report expressing our opinion on
         whether the form and content of the information included
         in the Plans' financial statements and supplemental
         schedules comply with federal rules and regulations.

The Debtors will compensate PwC at these hourly rates:

         Partner/Principal                   $650
         National Office Specialist          $850
         Director/Senior Manager             $425
         Manager                             $300
         Senior Associate                    $225
         Associate                           $150
         Secretarial                         $100

PwC will be seeking the full payment of each of these fixed-fee
arrangements through its fee applications:

      a. Savings and Investment Audit Engagement Letter   $30,000
      b. Retirement Plan Audit Engagement Letter          $90,000

Phil W. Caster, a partner at PwC, attests to the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                      About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for
Chapter 11 reorganization together with 17 affiliates (Bankr.
S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already
negotiated a plan that eliminates $2.5 billion in debt and $125
million of annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new
stock to holders of $1.83 billion of secured debt, while 18.9% of
the new shares are for unsecured creditors.  The proposal has
support from 68% of secured creditors and holders of 72.5% of the
senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in
total liabilities and a $956.90 million total deficit.  Other
claims include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the
DIP Agent and the Prepetition Agent.

The Senior Secured Lenders' legal representative is Wachtell
Lipton Rosen & Katz and their financial advisor is Houlihan
Lokey.

Superior's legal representative is Locke Lord LLP and its
financial advisor is Grant Thornton.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc
committee of holders of the 8.500% Senior Fixed Rate Notes due
2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued
by Hawker Beechcraft Acquisition Company LLC and Hawker
Beechcraft Notes Company.  The members of the Ad Hoc Committee --
GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC
-- hold claims or manage accounts that hold claims against the
Debtors' estates arising from the purchase of the Senior Notes.
Deutsche Bank National Trust Company, the indenture trustee for
senior fixed rate notes and the senior PIK-election notes, is
represented by Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the
case has selected Daniel H. Golden, Esq., and the law firm of
Akin Gump Strauss Hauer & Feld LLP as legal counsel.  The
Committee tapped FTI Consulting, Inc., as its financial advisor.


HEARTLAND BANK: Closed; Metcalf Bank Assumes All Deposits
---------------------------------------------------------
Heartland Bank of Leawood, Kans., was closed on Friday, July 20,
by The Kansas Office of the State Bank Commissioner, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Metcalf Bank, Lees Summit, Mo., to
assume all of the deposits of Heartland Bank.

The two branches of Heartland Bank will reopen during normal
business hours as branches of Metcalf Bank.  Depositors of
Heartland Bank will automatically become depositors of Metcalf
Bank.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship in
order to retain their deposit insurance coverage up to applicable
limits. Customers of Heartland Bank should continue to use their
existing branch until they receive notice from Metcalf Bank that
it has completed systems changes to allow other Metcalf Bank
branches to process their accounts as well.

As of March 31, 2012, Heartland Bank had about $110.0 million in
total assets and $102.6 million in total deposits.  Metcalf Bank
will pay the FDIC a premium of 1.11 percent to assume all of the
deposits of Heartland Bank.  In addition to assuming all of the
deposits of the failed bank, Metcalf Bank agreed to purchase
essentially all of the failed bank's assets.

The FDIC and Metcalf Bank entered into a loss-share transaction on
$54.3 million of Heartland Bank's assets.  Metcalf Bank will share
in the losses on the asset pools covered under the loss-share
agreement.  The loss-share transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector.  The transaction also is expected to minimize disruptions
for loan customers.  For more information on loss share, please
visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-823-5346.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/heartland.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $3.1 million.  Compared to other alternatives, Metcalf
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Heartland Bank is the 37th FDIC-insured institution to fail
in the nation this year, and the first in Kansas.  The last FDIC-
insured institution closed in the state was The First National
Bank of Olathe, Olathe, on Aug. 12, 2011.


HERCULES OFFSHORE: Files Fleet Status Report as of July 18
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of July 18, 2012), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for June 2012,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/0hBNCp

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$2.04 billion in total assets, $1.07 billion in total liabilities,
and $966.52 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.,
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HI DUST: Case Summary & 20 Unsecured Creditors
----------------------------------------------
Debtor: Hi Dust Body Shop Inc.
        920 Business Park Drive
        Chesapeake, VA 23320-2445

Bankruptcy Case No.: 12-73076

Chapter 11 Petition Date: July 18, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: jliberatore@clrbfirm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/vaeb12-73076.pdf

The petition was signed by Ralph A. Dorsey, president.


HOLOGIC INC: Upsized Note Offering No Impact on Moody's 'B1' CFR
----------------------------------------------------------------
Moody's Investors Service commented that the change in proposed
debt structure for Hologic Inc. is modestly positive for
bondholders, although it does not have any impact on the B1
Corporate Family Rating or the instrument ratings. Moody's views
the revised structure as slightly more favorable to the holders of
the unsecured notes since there will be less senior secured debt
ahead of it in the capital structure.


HOMELAND SECURITY: Stockholders OK Stock Split, Name Change
-----------------------------------------------------------
The Board of Directors of Homeland Security Capital Corporation,
after careful consideration, unanimously deemed advisable and
approved:

   (i) a proposed amendment to the Company's certificate of
       incorporation, as currently in effect by way of an Amended
       and Restated Certificate of Incorporation, to effectuate a
       reverse stock split of the Company's issued and outstanding
       common stock, $0.001 par value per share at a ratio of five
       hundred-for-one;

  (ii) a proposed amendment to the Company's Certificate of
       Incorporation by way of the Amended and Restated
       Certificate of Incorporation to decrease the Company's
       authorized capital stock from 2,010,000,000 shares to
       55,000,000 shares, and to reclassify that authorized
       capital from 2,000,000,000 shares of Common Stock to
       50,000,000 shares and from 10,000,000 shares of preferred
       stock to 5,000,000 shares; and

(iii) a proposed amendment to the Company's Certificate of
       Incorporation by way of the Amended and Restated
       Certificate of Incorporation to change the name of the
       Company from "Homeland Security Capital Corporation" to
       "Timios National Corporation".

The holders of at least (i) a majority of the outstanding capital
stock of the Company entitled to vote on the Reverse Stock Split,
Change in Authorized Capital Stock and the Name Change, which was
comprised of the Common Stock and the Series H Preferred, voting
as a single class with the Common Stock on an as-converted basis,
(ii) a majority of the outstanding Series F Preferred, voting as a
single class, entitled to vote on the Change in Authorized Capital
Stock, and (iii) 66% of Series H Preferred, voting as a separate
class, entitled to vote on the Change in Authorized Capital Stock,
approved the Proposals by written consent, in lieu of a special
meeting of the Stockholders, on June 15, 2012, in accordance with
the relevant sections of the Delaware General Corporation Law.

On June 27, 2012, the Company mailed its Definitive Information
Statement to its Stockholders of record as of the Record Date to
notify them about the approval of the Proposals by the Required
Vote.  As of July 17, 2012, the Proposals became effective
corporate actions of the Stockholders, those Proposals being
subject to completion by the Company.

                      About Homeland Security

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

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

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

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


HORIZON LINES: Receives Consent to Amend 2011 U.S. Bank Indenture
-----------------------------------------------------------------
The Horizon Lines, LLC, a wholly-owned subsidiary of Horizon
Lines, Inc., launched a consent solicitation to make certain
amendments to the Indenture dated as of Oct. 5, 2011, as amended
by the First Supplemental Indenture dated as of April 9, 2012,
among the Company, the guarantors party thereto from time to time
and U.S. Bank National Association, as trustee and collateral
agent, governing its 13.00% - 15.00% Second Lien Senior Secured
Notes due 2016.

Pursuant to the Global Termination Agreement dated April 5, 2012,
among the Parent, Ship Finance International Limited and certain
of its subsidiaries, the proposed amendments would amend Section
2.13 of the Indenture to clarify, among other things, (i) when the
holder of the new Note may purchase the existing Second Lien
Secured Notes in certain circumstances, (ii) the amount of
interest which would be payable upon such a purchase and (iii) the
notice that is required to be given to holders upon such a
purchase.

On July 13, 2012, the Company obtained the requisite consents
under the consent solicitation and, on July 17, 2012, entered into
a supplemental indenture with certain of its subsidiaries and U.S.
Bank National Association, the trustee for the Second Lien Secured
Notes, to amend the Indenture pursuant to the consent
solicitation.  As the proposed amendments to the Indenture are
only binding on those holders who consented, those consenting
holders will be issued notes with a new CUSIP number.

A copy of the Supplement Indenture is available for free at:

                         http://is.gd/v0uTkk

On July 13, 2012, the Parent, the Company and each of the other
guarantors under the 11.00% First Lien Secured Notes due 2016 and
Second Lien Secured Notes entered into an amendment to the
registration rights agreements, initially dated Oct. 5, 2011, as
amended on April 3, 2012, with the initial purchasers thereof.
Pursuant to the Registration Rights Agreement Amendment, the
Parent is now obligated to complete an "A/B Exchange Offer" as
soon as practicable to exchange the First Lien Secured Notes and
the Second Lien Secured Notes, but in no event later than 400 days
after the Oct. 5, 2011, issuance of those notes.  If the Parent
does not complete the A/B Exchange Offer within the 400 day
period, this will result in a "registration default" and 0.25% of
additional interest per 90 days of "registration default" will be
added to the interest payable on each of the First Lien Secured
Notes and the Second Lien Secured Notes, up to a maximum of 1.00%
of additional interest.

A copy of the Amended Registration Rights Agreements is available
for free at http://is.gd/H9dDY4

                        About Horizon Lines

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

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

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

                            Refinancing

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

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

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

                           *     *     *

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

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


HOSTESS BRANDS: Issues Extension of WARN Notice
-----------------------------------------------
Hostess Brands, Inc. sent an extension of the conditional WARN
notice originally dated May 4, 2012 to its 18,500 employees, and
Hostess employee union representatives.  The notices inform them
that certain events could occur within the next 45 days that could
lead the Company to sell all or portions of its business and/or
wind down its operations and liquidate if Hostess is unsuccessful
in its restructuring efforts.

The company's goal remains firmly fixed on emerging from
bankruptcy as a stable company with a strong future.

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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


HUSSEY COPPER: Amends Schedules of Assets and Liabilities
---------------------------------------------------------
HCL Liquidation Ltd. filed with the U.S. Bankruptcy Court for the
District of Delaware amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,801,703
  B. Personal Property           $78,958,593
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $40,570,958
  E. Creditors Holding
     Unsecured Priority
     Claims                                           Unknown
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $30,882,884
                                 -----------      -----------
        TOTAL                    $80,760,296      $71,453,842

A copy of the amended schedules is available for free at
http://bankrupt.com/misc/HUSSEY_COPPER_hcl_sal.pdf

As reported in the Troubled Company Reporter on Nov. 22, 2011,
Hussey Copper Ltd. previously filed schedules disclosing total
assets of $80,760,296 and total liabilities of $72,119,837.

                        About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016).  Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.  The Debtors tapped Winter Harbor, LLC in substitution for
Huron Consulting Services LLC.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

Hussey filed for bankruptcy with a deal to sell the assets to
stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC.  US private equity firm Patriarch Partners beat
Kataman at an auction and officially acquired Hussey on Dec. 16,
2011.  The buyout firm of distressed debt mogul Lynn Tilton
acquired Hussey for $107.8 million after a nine-hour, 34-round
auction.

Kataman is represented in the case by David D. Watson, Esq., and
Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.

Following the sale, Bankruptcy Judge Brendan L. Shannon approved
the name change of Hussey Copper Corp. et al., to HCL Liquidation
Ltd.


HUSSEY COPPER: Taps Highland Capital as Life Settlement Broker
--------------------------------------------------------------
Hussey Copper Corp., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Highland Capital
Brokerage as life settlement broker.

The Debtors disclose that Debtor HCL Liquidation Ltd. maintained
three life insurance policies withe AXA Equitable on the life of
Roy Allen, chief executive officer of HCL.  HCL owns the Allen
POlicies and is the designated beneficiary under the policies.

Highland will, among other things:

   a) review the purpose for selling the Allen Policies;

   b) obtain all application and authorization information
      required to assess the probability of policy sales and
      submit life settlement offer request(s) to life settlement
      providers;

   c) submit a request for proposal to established
      institutionally-funded providers;

   d) summarize all offers for client review and final offer
      selection; and

   e) coordinate all closing documents working with the selected
      provider.

In addition, the Debtors have agreed to pay Highland a brokerage
fee, due upon the sale of each of the Allen Policies, which
brokerage fee will be paid from the gross sale proceeds of the
policies in an amount equal to the lesser of $300,000 or 15% of
the net sale proceeds of the policies.

No Brokerage Fee will be charged to the Debtors in the event the
sale of the Allen Policies does not occur, and the Debtors have no
obligation under the Engagement Agreement to accept any offer to
purchase any of the Allen Policies.  Finally, the Engagement
Agreement recognizes that the sale of the Allen Policies may not
be effectuated without the entry of a Court order authorizing the
sale.

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

                        About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016).   In its
amended schedules, HCL Liquidation disclosed $80,760,296 in assets
and $71,453,842 in liabilities as of the Chapter 11 filing.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.  The Debtors tapped Winter Harbor, LLC in substitution for
Huron Consulting Services LLC.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

Hussey filed for bankruptcy with a deal to sell the assets to
stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC.  US private equity firm Patriarch Partners beat
Kataman at an auction and officially acquired Hussey on Dec. 16,
2011.  The buyout firm of distressed debt mogul Lynn Tilton
acquired Hussey for $107.8 million after a nine-hour, 34-round
auction.

Kataman is represented in the case by David D. Watson, Esq., and
Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.

Following the sale, Bankruptcy Judge Brendan L. Shannon approved
the name change of Hussey Copper Corp. et al., to HCL Liquidation
Ltd.


HUSSEY COPPER: Wants to More Time to Negotiate Consensual Plan
--------------------------------------------------------------
Hussey Copper Corp., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until
Sept. 2, 2012; and Nov. 1, respectively.

According to the Debtors, the extensions sought would enable them
to continue work towards a consensual plan for each of the
Debtors, and to resolve issues arising with respect to the
reconciliation of claims asserted against the Debtors' estates and
the efficient wind down of the Debtors' operations.

As reported in the Troubled Company Reporter on July 10, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Hussey said it filed a proposed Chapter 11 plan in
early May "to spur ongoing negotiations" intended to result in a
"consensual resolution of outstanding issues."  A prior hearing
for approval of the explanatory disclosure statement was
rescheduled for July 18.  The company previously said that issues
to be resolved include "significant" claims of the Pension Benefit
Guaranty Corp.

A hearing on Aug. 24 hearing, at 10:30 a.m. has been set.
Objections, if any, are due Aug. 14, at 4 p.m.

                        About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016).  In its
amended schedules, HCL Liquidation disclosed $80,760,296 in assets
and $71,453,842 in liabilities as of the Chapter 11 filing.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.  The Debtors tapped Winter Harbor, LLC in substitution for
Huron Consulting Services LLC.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

Hussey filed for bankruptcy with a deal to sell the assets to
stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC.  US private equity firm Patriarch Partners beat
Kataman at an auction and officially acquired Hussey on Dec. 16,
2011.  The buyout firm of distressed debt mogul Lynn Tilton
acquired Hussey for $107.8 million after a nine-hour, 34-round
auction.

Kataman is represented in the case by David D. Watson, Esq., and
Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.

Following the sale, Bankruptcy Judge Brendan L. Shannon approved
the name change of Hussey Copper Corp. et al., to HCL Liquidation
Ltd.


ILC INDUSTRIES: Moody's Withdraws 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service withdrew ratings of ILC Industries LLC.
The action follows full repayment and termination of commitments
of rated obligations under a credit agreement dated December 23,
2010 which were refinanced through private transactions.

Ratings withdrawn:

Corporate Family, B2

Probability of Default, B2

$300 million Senior Secured Term Loan, B2 (LGD-4, 50%)

$30 million Senior Secured Revolving Credit Agreement (LGD-4, 50%)

The last rating action was on April 18, 2011 at which time B2
ratings for Corporate Family, Probability of Default and Senior
Secured bank obligations were assigned.

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

ILC Industries LLC, based in Bohemia, New York, through its
principal subsidiary, Data Device Corporation, manufacturers
electronic components and circuit boards for military, commercial
aerospace and defense markets. Revenues in 2011 exceeded $150
million.


INNOVATION VENTURES: S&P Rates Corp. Credit 'B-'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Farmington Hills, Mich.-based
Innovation Ventures LLC. The outlook is stable.

"We also assigned a preliminary 'B-' issue-level rating to the
company's $400 million senior secured notes due 2019. The notes
will be issued under Rule 144a with registration rights. The
recovery rating on this debt is '3', indicating our expectation
for meaningful (50% to 70%) recovery in the event of a payment
default," S&P said.

"We understand that the company will use half the proceeds to
build a manufacturing plant and support new product development,
and that the remaining half will fund international expansion and
acquisitions, which are currently unspecified. The ratings are
subject to review upon receipt of final information," S&P said.

"The ratings on Innovation Ventures reflect our view that it has a
'highly leveraged' financial risk profile. Our financial risk
assessment is constrained by the company's very aggressive
financial policy, and the fact that Innovation Ventures' ownership
is highly concentrated with the founder and CEO. Directly and
indirectly he controls a supermajority of the equity capital, and
has the primary discretion over financial policy decisions. In
these circumstances we assess whether there are key individuals
capably engaged in risk oversight on behalf of debtholders who
have the authority to question and challenge the controlling
owner. This is critical in cases where the use of the proceeds of
the debt is yet to be decided," S&P said.

"While we do not question the depth and experience of the
management team, we do not see them as a counterbalance to the
authority and decisionmaking power wielded by the CEO," said
Standard & Poor's credit analyst Nalini Saxena. "In addition, his
own importance to the growth and success of the business,
demonstrated since the launch of Innovation Ventures, constitutes
a high level of key man risk for investors in this issuer and its
securities."

"Management has a history of distributing large dividends to its
shareholders, with over $225 million paid in each of the last two
years; we believe this trend will continue. The company is able to
distribute dividends provided that the bond covenant calculation
for leverage is below 2x," S&P said.

"While credit metrics are strong for the indicative ratios for a
'highly leveraged' financial descriptor, which includes leverage
above 5x, we believe the company's very aggressive financial
policy supports the 'highly leveraged' designation," S&P said.

"Our 'vulnerable' business risk assessment considers the company's
narrow product and brand focus, its participation in the
fragmented and highly competitive beverage industry (with a
concentration in energy shots), and limited brand and geographic
diversity," S&P said.

"It is our opinion that the intrinsic risks associated with the
nutritional supplements industry are related to product liability,
and that negative publicity surrounding the safety of such
products may affect the company's sales volumes, particularly
given the fact that Innovation Ventures only sells one product--
energy shots in various flavors," said Ms. Saxena.

"The company also faces potential increasing competition from many
larger beverage producers, and we expect the company to respond by
expanding into other energy drink and nutritional supplement
categories," S&P said.

"The outlook is stable. We expect Innovation Ventures' operating
performance and key credit measures to be relatively steady
following the proposed notes issuance," S&P said.


INTERNAL FIXATION: Board OKs Conversion of Debt to Common Stock
---------------------------------------------------------------
The Board of Directors authorized Internal Fixation Systems, Inc.,
to attempt to convert the Company's existing debt into common
stock and depending on the Holder and the specific circumstances,
the stock may be issued without a restrictive legend and thus
freely tradable under an exemption under Rule 144.

A total of $150,000 of debt was converted into 15 million shares
of Restricted Stock and is held by the Company's President and CEO
and $286,750 of debt held by non-affiliates was converted into
28,675,000 shares of freely tradable stock

As of July 18, 2012, there are 52,630,580 shares outstanding.

Meanwhile, Hugh Quinn, director, resigned from his positions with
the Company, effective on June 26, 2012.

On June 4, 2012, the Company amended its Articles of Incorporation
to:

   1. increase its authorized number of shares to 200,000,000; and

   2. approve 50,000,000 of Blank Check Preferred Stock subject to
      direction of Board of Directors.

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

The Company reported a net loss of $3.45 million in 2011, compared
with a net loss of $781,440 in 2010.

The Company's balance sheet at March 31, 2012, showed $1.75
million in total assets, $1.98 million in total liabilities and a
$232,715 total stockholders' deficit.

After auditing the Company's financial results for 2011, Goldstein
Schechter Koch P.A., in Hollywood, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss in
2011 and 2010.  Additionally, the Company has an accumulated
deficit of approximately $4.21 million and a working capital
deficit of approximately $683,500 at Dec. 31, 2011, and is unable
to generate sufficient cash flow to fund current operations.


INTERNATIONAL FUEL: Black Diamond Plans to Invest $4.5 Million
--------------------------------------------------------------
International Fuel Technology, Inc., entered into a Letter of
Intent with Black Diamond Financial Group LLC.  Pursuant to the
terms of the LOI, Black Diamond and its affiliates intend to
invest up to $4,500,000 in the Company.

The LOI provides that the Investors will purchase restricted
common shares of the Company and warrants to purchase additional
restricted common shares of the Company, as well as fund a
convertible loan (convertible into restricted common shares of the
Company), all at fixed prices.

There is no variable rate component to the agreed upon financing.

The average price per share, assuming conversion of the
convertible loan and exercise of all warrants, equates to
approximately $0.12 per share.

Documentation is expected to be finalized in 30 days; however the
Company expects to begin receiving a portion of the Funding
immediately.

                     About International Fuel

St. Louis, Mo.-based International Fuel Technology, Inc., is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.

BDO USA, LLP, in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations,
working capital and stockholders' deficits and cash obligations
and outflows from operating activities that raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $2.57 million in 2011, compared
with a net loss of $2.21 million in 2010.

The Company's balance sheet at March 31, 2012, showed $2.39
million in total assets, $4.41 million in total liabilities and a
$2.01 million total stockholders' deficit.


KISCADDEN EQUITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Kiscadden Equity Investments, LLC
        505 Hilltop Road
        Hummelstown, PA 17036

Bankruptcy Case No.: 12-04217

Chapter 11 Petition Date: July 18, 2012

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Robert N. Opel, II

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  CUNNINGHAM AND CHERNICOFF, P.C.
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  E-mail: rec@cclawpc.com

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 David M. Kiscadden, sole member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
David M. Kiscadden                    12-01371            03/09/12


KNOLOGY INC: Moody's Withdraws 'B1' CFR/PDR After Debt Repayment
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Knology,
Inc (Knology) following the repayment of all rated debt.

The following ratings and outlook were withdrawn:

Knology, Inc.

    Corporate Family Rating, previously B1

    Probability of Default Rating, previously B2

    Speculative Grade Liquidity Rating, previously SGL-2

    $50 million Senior Secured Revolving Credit Facility due
    2016, previously B1, LGD3, 33%

    $195 million Senior Secured Term Loan A due 2016, previously
    B1, LGD3, 33%

    $545 million Senior Secured Term Loan B due 2017, previously
    B1, LGD3, 33%

Outlook, previously Stable

Ratings Rationale

On July 17, 2012, WideOpenWest Finance, LLC (WOW, B2, Stable)
completed its acquisition of Knology and repaid the outstanding
balance under Knology's senior secured credit facility. All
ratings of Knology have been withdrawn since the company has no
rated debt outstanding.

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

Headquartered at West Point, Georgia, Knology provides video,
voice, data, and communications services to residential and
business customers in the southeastern and midwestern United
States. It generated revenue of approximately $523 million for the
twelve months ended March 31, 2012. As of December 31, 2011, it
served approximately 256,653 video, 262,089 high speed data, and
276,607 telephone subscribers with 1,313,443 homes passed. On July
17, 2012, WOW completed its acquisition of Knology, which has
become a wholly-owned subsidiary of WOW.


K-V PHARMACEUTICAL: Market Cap Below NYSE Listing Criteria
----------------------------------------------------------
K-V Pharmaceutical Company disclosed that on July 16, 2012 it was
notified by the New York Stock Exchange Regulation, Inc., that it
is below listing standard criteria due to the Company's average
market capitalization being less than $50 million over a 30-day
trading period and its stockholder's equity being less than $50
million.  Per NYSE regulations, K-V intends to submit a plan to
the NYSE within 45 days of receipt of the notification to
demonstrate its ability to achieve compliance with these continued
listing standards within 18 months of receipt of the notice.

In addition, the Company was notified by the NYSE that its Class B
common shares are below criteria for the average closing price of
a security of less than $1.00 over a consecutive 30-day trading
period.  The Company will have a six-month period from the date of
the NYSE notification to cure the deficiency related to its Class
B common shares.  Per NYSE procedures, K-V intends to notify the
NYSE within 10 business days from the receipt of the NYSE
notification of its intent to cure the deficiency related to its
Class B common shares within the six-month cure period.

On June 29, 2012, the Company's Class A common shares are below
criteria for the average closing price of a security of less than
$1.00 over a consecutive 30 day trading period.  The Company
informed the NYSE of its intent to cure this deficiency within the
six-month cure period on July 10, 2012.

                  About KV Pharmaceutical Company

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

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at Dec. 31, 2010, showed
$296.21 million in total assets, $529.66 million in total
liabilities, and a $233.45 million shareholders' deficit.

There is substantial doubt about the Company's ability to continue
as a going concern.  The report of the Company's independent
registered public accountants BDO USA, LLP, included in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, includes an explanatory paragraph related to the
Company's ability to continue as a going concern.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


LBI MEDIA: S&P Cuts CCR to 'CC' on Subpar Debt Exchange Offer
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Burbank, Calif.-based LBI Media Inc. to 'CC' from 'CCC'.

"The issue-level rating on the company's 8.5% senior subordinated
notes due 2017 remains 'CC' and the recovery rating on this debt
remains unchanged at '6' (0% to 10% recovery expectation). Upon
the exchange, we will lower the issue-level rating on the 8.5%
senior subordinated notes due 2017 to 'D'," S&P said.

The issue-level rating on the company's 9.25% senior secured notes
due 2019 remains 'CCC'. The recovery rating on this debt remains
unchanged at '3' (50% to 70% recovery expectation).

"On July 17, 2012, LBI announced its intent to reduce the
outstanding principal amount of indebtedness held by LBI and its
parent, LBI Media Holdings Inc. Subject to conditions such as
early tender date and acceptance rates, the company intends to
exchange its 8.5% subordinated notes at 37% to 60% of par with
senior- and junior-priority secured notes, and exchange its 11%
senior discount notes with junior priority for subordinated notes
at 20% to 23% of par, with a new 11% senior-priority note due
2019, 11% junior-priority notes due 2019, or 11% senior
subordinated notes due 2019. The proposed notes will rank junior
to LBI's existing 9.25% first-priority senior secured notes due
2019 and accrues interest at an annual rate of 11% (8.5% payable
in cash and 2.5% payable in kind). Concurrent with the exchange
offer, LBI is seeking consent from holders of its existing 9.25%
senior secured notes due 2019 to allow for, among other things,
the issuance to the new notes. The 9.25% noteholders are offered a
cash consent payment equal to $5 per $1,000 of the principal
amount," S&P said.

The exchange offer and the consent fee offered to 9.25%
noteholders will expire at midnight, New York City time, on Aug.
13, 2012, unless terminated or withdrawn earlier.

"The downgrade reflects the application of our criteria on subpar
debt exchange transactions, which we view as tantamount to a
default, to LBI's debt exchange offer," explained Standard &
Poor's credit analyst Minesh Patel. "We will reassess the
corporate credit rating on further review of the result of the
exchange offer and documents, and business trends."

"It is our preliminary expectation that, in the event the tender
offers succeed, we would not raise the corporate credit rating
higher than the previous 'CCC' level," added Mr. Patel. "If LBI
effects the exchange as contemplated, we expect it to continue
having excessively high debt leverage and generate discretionary
cash flow deficits, requiring additional capital infusions, asset
sales, or debt restructuring, in our opinion."

"The negative rating outlook reflects our expectation that we
would lower the corporate credit rating to 'SD' (selective
default) upon the exchange and lower the issue-level rating on the
8.5% senior subordinated notes due 2017 to 'D'."

"We will reassess the corporate credit rating on further review of
the result of the exchange offer and documents, and business
trends. It is our preliminary expectation that, in the event the
tender offers succeed, we would not raise the corporate credit
rating higher than the previous 'CCC' level based on the company's
still excessively high debt leverage, negative discretionary cash
flow, and fractional EBITDA coverage of interest expense," S&P
said.


LEHMAN BROTHERS: Settles CDS Agreement With Deutsche, et al.
------------------------------------------------------------
Lehman Brothers Holdings Inc., as Plan Administrator on behalf of
Lehman Brothers Special Financing Inc., seeks approval from Judge
James Peck of the U.S. Bankruptcy Court for the Southern District
of New York of a settlement agreement and a related indemnity
agreement which provides for the resolution of all disputes
relating to a swap transaction among LBSF; Gemstone CDO VI Ltd.,
as Issuer; Gemstone CDO I Corp., as Co-Issuer; and Deutsche Bank
Trust Company Americas solely in its capacity as trustee under
the Indenture dated August 17, 2006.

                   CDS Agreement and Indenture

LBSF and the Issuer entered into a portfolio of credit derivative
swap transactions governed by a 1992 ISDA Master Agreement dated
August 2006, as amended.

Under the CDS Agreement, LBSF agreed to make periodic payments to
the Issuer in exchange for the Issuer's promise to make payments
to LBSF in respect of losses incurred in certain specified
reference obligations.  In effect, LBSF, as swap counterparty,
purchase protection from the Issuer.

Under the Indenture, the Issuer issued rated notes that were
secured by a pool of collateral that also secures the Credit
Default Swap Agreement.  A significant portion of the collateral
in an account referred to as the "Synthetic Security Collateral
Account" was established to support the Issuer's obligations to
LBSF under the CDS Agreement.  Through a series of note
purchases, LBSF now owns more than two-thirds of the controlling
class of notes under the Indenture, as well as remaining the swap
counterparty.  The Trustee continues to hold the collateral on
behalf of the secured parties under the Indenture.

Under the Granting Clause of the Indenture, the Issuer granted to
the Trustee, for the benefit of the secured parties, all of its
rights and interest under the CDS Agreement, amounts on deposit
in the Synthetic Security Collateral Account and substantially
all other assets of the Issuer.  The Indenture also appointed the
Trustee as the true and lawful attorney of the Issuer.

Under the terms of the Indenture, the Trustee applies payment
proceeds received generally in accordance with a "waterfall"
provision.  However, amounts payable to LBSF with respect to the
CDS Agreement are paid prior to the application of the waterfall,
in accordance with separate provisions in the Indenture.

                           The Dispute

In 2008, LBSF received an Early Termination Date Notice with
respect to the CDS Agreement.  LBSF was notified that the
termination payment owed by the Issuer as of September 2008 was
$206,350,430.

As of July 16, 2012, however, neither party of the CDS Agreement
has paid any amounts that may have become due to the other party
on or after Sept. 16, 2008.

On Sept. 14, 2010, LBSF filed a complaint against, among others,
the Trustee and the Issuer.  At issue in the Litigation is the
CDS Payment Dispute, including questions as to the proper
interpretation of the CDS Agreement or the Indenture under which
the commencement of LBHI or LBSF's bankruptcy case would operate
to deprive LBSF of a valuable property interest -- namely its
right to be paid its termination payment from amounts on deposit
in the Synthetic Security Collateral Account.

In January 2012, the Court issued an order extending the stay of
avoidance actions, including the Sept. 2010 complaint to give
parties time to attempt to resolve their disputes.

After engaging in settlement discussions, LBSF and the Trustee
have agreed to enter into the Settlement Agreement and Indemnity
Agreement.

The salient terms of the Settlement Agreement are:

  * The Trustee will pay (a) the CDS Payment Amount to LBSF and
    (b) the Trustee Amount to the Trustee for its fees and
    expenses and those of its counsel and financial advisors, in
    each case without deduction, set-off or counterclaim, from
    amounts on deposit in the Synthetic Security Collateral
    Account.

  * After the payments are maid, amounts remaining in the
    Synthetic Security  Collateral Account will be deemed
    Principal Proceeds and be credited to the Principal
    Collection Account, for further application on the next
    Distribution Date in accordance with the terms of the
    Indenture.

  * To the extent LBSF is a holder of Class A-1 Notes on the
    record date with respect to such Distribution Date, LBSF will
    be entitled to payments in such capacity in accordance with
    the Indenture.

  * The Parties will exchange a mutual release of all claims
    related to the CDS Swap Agreement, Indenture, and CDS Payment
    Dispute, provided that LBSF's release is limited to its
    capacity as counterparty to the CDS Agreement and does not
    deprive LBSF of any of its rights as a holder of Class A-1
    Notes.

  * Upon receipt of the Settlement Amount in full by LBSF:
    (i) LBSF will execute and file on the docket in the
    Litigation a Stipulation of Dismissal with Prejudice,
    dismissing the Issuer, Co-Issuer, and the Trustee, solely in
    the Trustee's capacity as Trustee under the Indenture from
    the Litigation, and (ii) all proofs of claims filed against
    the Debtors in respect of the CDS Agreement or Indenture will
    be withdrawn, with prejudice.

  * Subject to the terms of the Indemnity Agreement and the
    payment to the Trustee of the Trustee Amount, each party will
    bear its own costs and expenses relating to the Litigation
    and the Settlement Agreement.

  * After the payment of the CDS Payment Amount and the Trustee
    Amount, the collateral will be liquidated pursuant to the
    "Wind-Down Provisions" and the remaining funds will be
    distributed in accordance with the Indenture.

The salient terms of the Indemnity Agreement are:

  * LBSF agrees to pay to the Trustee, on demand for, and to
    indemnify and hold harmless from and against, any and all
    losses, liabilities, judgments, claims, causes of actions,
    damages, costs (including court costs), expenses, fees
    (including reasonable legal fees, costs and expenses),
    penalties, disbursements, and liabilities of any kind or
    character whatsoever, and whether brought by or involving
    any third party or LBSF that directly or indirectly arise
    out of the Indemnity Agreement, any direction provided by
    LBSF to the Trustee (including a direction to enter into the
    Settlement Agreement), or payment to LBSF by the Trustee of
    a termination payment.

  * The term of the Indemnity Agreement is limited to the
    earliest to occur of (A) the sixth anniversary of the final
    distribution of the proceeds of a liquidation of all of the
    Collateral and (B) the sixth anniversary of the effective
    date of the Settlement Agreement, subject to further
    extension for actions that are pending or threatened in
    writing prior to the expiration of such term.

  * No indemnity is provided by LBSF if there is a final
    determination by a court of competent jurisdiction that is
    not subject to review on appeal that any otherwise covered
    losses are the result of gross negligence, willful misconduct
    or fraud by the Trustee or any other indemnified person.

                         Issuer Wind-down

The LBSF and the Trustee have also agreed to certain Wind-Down
Provisions, pursuant to which the remaining collateral will be
distributed following payment of the CDS Payment Amount and the
Trustee Amount.

  * As the holder of at least two-thirds of the Class A Notes,
    LBSF may give a liquidation direction to the Trustee,
    instructing the Trustee to liquidate the collateral and
    distribute the remaining proceeds in accordance with the
    applicable provisions of the Indenture.

  * The Trustee will then notify the other noteholders of the
    Liquidation Direction.  Noteholders will be provided with 30
    days to object to the liquidation of the collateral.

  * If fewer than one-third of the holders of any class of notes
    object to the liquidation of the collateral, the Trustee will
    be deemed to have the consent of at least two-thirds of the
    holders of each class and will liquidate the collateral and
    distribute the remaining funds in accordance with the terms
    of the Indenture.

Full-text copies of the Settlement Agreement and Indemnity
Agreement are available for free at http://is.gd/k9ourLand
http://is.gd/L3nddE

The Bankruptcy Court is set to convene a hearing on August 15,
2012, to consider LBHI's request for settlement approval.  Any
written objection to the request may be filed with the Court no
later than August 8.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Gets Another Extension of Stay of 28 Suits
-----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan granted another six-month
stay on 28 lawsuits involving Lehman Brothers Holdings Inc. and
three subsidiaries.

In a July 18 decision, the bankruptcy court extended the stay to
January 20, 2013.  It also imposed a March 5, 2013 deadline for
the defendants to answer the complaints unless the injunction is
further extended by court order or as otherwise agreed by the
parties involved.

Earlier, U.S. Bank N.A. filed an objection, saying Lehman debt
holders and special purpose vehicles would be adversely affected
by the six-month extension.

The bank said Lehman is using the injunction to extract millions
of dollars from debt holders and SPVs by demanding "usurious
rates" of interest on termination payments owed to the company
under derivatives deal.

"The longer the stay is kept in effect, the more interest that
accrues," U.S. Bank said in a court filing.  The bank proposed
that Lehman reduce the rate of interest accruing on termination
payments during the continuation of stay.

The six-month extension of stay also drew opposition from the
liquidators of Lehman's Australian unit.  The liquidators said
the stay should not be extended unless Lehman proves that there
has been substantial progress in resolving issues related to the
synthetic debt repackaged note issuance program called Dante.

In response to U.S. Bank's objection, Lehman argued the bank
"proffers no legal authority" for its request that the court set
or stop the accrual of interest rate, and that the amount of
interest payable can be decided by the court only in the context
of an adversary proceeding.

Meanwhile, Lehman said its Australian unit "lacks standing to be
heard" since it is not a defendant in any lawsuit.

Lawrence Brandman, managing director of LAMCO LLC, the company
created to manage Lehman assets, expressed support for approval
of the six-month extension, saying it is "critical to continued
efforts towards consensual resolutions" of the lawsuits.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: To Recover $1.164-Bil. From ADR Settlements
------------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman Brothers Holdings Inc.'s legal
counsel, filed a 32nd status report on the settlement of claims it
negotiated through the alternative dispute resolution process.

The status report noted that in the past month, Lehman served two
ADR notices, bringing the total number of notices served to
250.

Lehman also reached settlement with counterparties in two
additional ADR matters, one as a result of mediation.  Upon
closing of those settlements, the company will recover a total of
$1,164,213,824.  Settlements have now been reached in 206 ADR
matters involving 228 counterparties.

As of July 17, 2012, 75 of the 79 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only four mediations were terminated without settlement.

Seven more mediations are scheduled to be conducted for the
period August 22 to November 6, 2012.

              Court Approves Amended ADR Procedures

In a related development, Lehman obtained a court order approving
amended alternative dispute resolution procedures for affirmative
claims under derivatives transactions with special purpose
vehicle counterparties.

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

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: McCully, Mullen Seek Class Certification
---------------------------------------------------------
Michael McCully and Michael Mullen have filed a motion to certify
a class of Lehman Brothers Holdings Inc.'s claimants.

The members of the putative class include those who have filed
claims against Lehman for deferred compensation, and who were
identified in the company's 313th and 319th omnibus objections.
The class is estimated to have more than 250 members.

"By certifying the class, the court will ensure that class
members receive due process notice of all bankruptcy
proceedings," said the claimants' lawyer, Richard Schager Jr.,
Esq., at Stamell & Schager LLP, in New York.

"Certification of the class claims would serve the efficient
judicial management of at least 250 pending claims," Mr. Schager
said in a court filing.

Lehman previously sought for the reclassification of those claims
as equity interests.  The claims were filed by employees of the
company and affiliates on account of restricted stock units or
contingent stock awards.

The company said the ownership of those equity awards constitutes
an equity interest in the company but does not constitute a claim
against the bankruptcy estates.

The claimants objected to the proposed reclassification, saying
they were not awarded equity but that portions of their bonuses
or commissions were withheld to secure the performance of
services.

A court hearing is scheduled for August 23.  Responses to the
proposed class certification are due by August 9.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Creditors Group Seek $13.7-Mil. in Fees
--------------------------------------------------------
A group of creditors has filed an application for allowance of
fees and reimbursement of expenses in the bankruptcy case of
Lehman Brothers Special Financing Inc.

The group is seeking more than $13.7 million in fees and expenses
"for making a substantial contribution" in the bankruptcy cases
of the company and other Lehman units, according to the court
filing.

Of the total amount sought, more than 2.1 million will be paid to
the creditors as reimbursement for the fees and expenses paid to
Blackstone Advisory Partners L.P., which served as their
financial adviser.  Meanwhile, more than $11.5 million will be
paid directly to the firm.

The creditors include Bank of America N.A. and Deutsche Bank AG,
and hedge funds Oaktree Capital Management L.P. and Silver Point
Finance LLC.

Blackstone and the creditors were involved in the formulation of
the so-called global settlement, which resolved issues held by
nearly every Lehman creditor and cleared the way for the
confirmation of Lehman's $65 billion payout plan.

Goldman Sachs Bank and a group of holders of notes issued by
Lehman Brothers Treasury Co. B.V. filed similar applications with
the bankruptcy court.

Goldman Sachs seeks allowance and reimbursement of more than
$3.29 million in fees and expenses for services provided by its
counsel, Cleary Gottlieb Steen & Hamilton LLP.  The debt holders,
meanwhile, seek more than $3.74 million for Brown Rudnick LLP's
legal services.  Both assert the firms made "substantial
contribution" in Lehman's bankruptcy cases.

A court hearing to consider approval of the applications is
scheduled for August 15.  Objections are due by July 25.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Barclays Appeals Ruling on Margin Assets Dispute
-----------------------------------------------------------------
Barclays PLC is taking an appeal from portions of a ruling in its
dispute with the trustee unwinding Lehman Brothers Holdings Inc.'s
brokerage.

The appeal was filed after Judge Katherine Forrest of U.S.
District Court in the Southern District of New York ruled that
Barclays is entitled to most of the $2.05 billion in margin
assets.  The federal judge's decision overturned Judge James
Peck's ruling that said the trustee was entitled to the money.

The SIPA Trustee has also filed an appeal from the ruling.

The district court case is Giddens v. Barclays Capital Inc.,
11-cv-06052, U.S. District Court, Southern District of New York
(Manhattan).

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LIQUIDMETAL TECHNOLOGIES: Registers 79.2 Million Common Shares
--------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the 79,261,370 shares of common stock that may be offered from
time to time by Kingsbrook Opportunities Master Fund LP, Hudson
Bay Master Fund Ltd., Empery Asset Master Ltd, et al.  The shares
being offered by this prospectus consist of:

   * up to 51,136,370 shares issuable upon the conversion of the
     Company's Senior Convertible Notes due on Sept. 1, 2013,
     issued by the Company in connection with a private placement
     in July 2012; and

   * up to 28,125,000 shares issuable upon the exercise of the
     common stock purchase warrants issued by the Company in its
     July 2012 private placement.

This prospectus also covers any additional shares of common stock
that may become issuable upon any anti-dilution adjustment
pursuant to the terms of the Senior Convertible Notes due on
Sept. 1, 2013, or the common stock purchase warrants issued to the
selling stockholders by reason of stock splits, stock dividends,
and other events.  The Senior Convertible Notes due on Sept. 1,
2013, and common stock purchase warrants were acquired by the
selling stockholders in a private placement by us that closed on
July 2, 2012.

The Company's common stock is currently quoted on the OTC Bulletin
Board under the symbol "LQMT."  On July 11, 2012, the last
reported sales price of the Company's common stock was $0.281 per
share.

A copy of the prospectus is available for free at:

                        http://is.gd/m8OtcF

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2012, showed
$2.02 million in total assets, $4.86 million in total liabilities,
and a $2.84 million total shareholders' deficit.


MF GLOBAL: Global FX Clear's Schedules of Assets & Debts
--------------------------------------------------------
MF Global FX Clear LLC disclosed that it has $50,118,607 in total
assets and $32,792,851 in total liabilities.  The Debtor also
disclosed it has accounts receivable totaling $34,510,598, a list
of which is available for free at:

            http://bankrupt.com/misc/MFGFXAmB16.pdf

The Debtor's liabilities are composed of:

   -- unsecured non-priority claims from affiliate payables
      totaling $1,489,848, a list of which is available for
      free at:

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

   -- unsecured non-priority claims from counterparty payables
      totaling $30,364,749, a list of which is available for free
      at http://bankrupt.com/misc/MFGFXAmSchedFCounterpartyP.pdf

   -- vendor and other payables totaling $938,156, a list of
      which is available for free at:

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

The Debtor reported income from the operation of its business,
classified as gross revenues, during the two years immediately
preceding the Petition Date:

        Income                     Period
        ------                     ------
        ($1,304,386)        04/01/11 to 12/19/11
         $7,652,212         04/01/10 to 03/31/11
        $11,707,914         04/01/09 to 03/31/10

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/MFGFXSofA3b.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/MFGFXSofA3c.pdf

The Debtor made gifts totaling $2,688 to an unknown party within
one year immediately preceding the Petition Date.

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/MFGFXSofA23.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)


MF GLOBAL: Market Services' Schedules of Assets & Debts
-------------------------------------------------------
MF Global Market Services LLC disclosed in its schedules of
assets and liabilities that it had $41,188,650 in total assets
and $30,453,167 in total liabilities.

The Debtor reported income from the operation of its business,
classified as gross revenues, during the two years immediately
preceding the Petition Date:

        Income                     Period
        ------                     ------
        $3,427,793          04/01/11 to 12/19/11
        $8,535,461          04/01/10 to 03/31/11
        $7,845,700          04/01/09 to 03/31/10

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/MFGMarketSofA3b.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/MFGMarketSofA3c.pdf

The Debtor is a party to lawsuits and administrative proceedings
within one year immediately preceding the Petition Date.  These
are:

Case Caption                    Court or Agency         Status
------------                    ---------------         ------
MF Global Market Services LLC   Financial Industry      Closed
vs. Anthony Bottini Jr., Brian  Regulatory of New
Bottini and Mark Bottini        York
Case No. 08-03673

MF Global Inc. and MF Global    Financial Industry      Closed
Market Services LLC vs. Morgan  Regulatory of New
Fuel & Heating Company          York
Case No. 603274/08

Morgan Fuel vs. MF Global       Financial Industry      Closed
Market Services LLC and MF      Regulatory of New
Global Inc.                     York
Case No. 08-03879

The Debtor made gifts totaling $610 to an unknown party within
one year immediately preceding the Petition Date.

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/MFGMarketSofA23.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)


MF GLOBAL: Capital's Schedules of Assets & Debts
------------------------------------------------
MF Global Capital disclosed in its schedules of assets and
liabilities that it had $55,258,066 in total assets composed of:

   -- bank accounts holding a total of $6,756,274, a list of
      which is available for free at:

                http://bankrupt.com/misc/MFGCapitalB2.pdf

   -- government and corporate bonds totaling $2,895,535

   -- accounts receivable totaling $45,474,436, a list of which
      is available for free at:

                 http://bankrupt.com/misc/MFGCapitalB16.pdf

   -- office equipment, furnishings, and supplies totaling $1,148

   -- other personal property composed of $2,608 in prepaid
      market data services and $128,062 in prepaid general
      personal property.

The Debtor disclosed it has $44,273,560 in total liabilities
composed of:

   -- affiliate payables totaling $4,340,546, a schedule of
      which is available for free at:

            http://bankrupt.com/misc/MFGCapitalAmSchedF1.pdf

   -- counterparty payables totaling $3,340,546, a schedule of
      which is available for free at:

            http://bankrupt.com/misc/MFGCapitalSchedF2.pdf

   -- vendor and other payables totaling $5,419, a schedule of
      which is available for free at:

            http://bankrupt.com/misc/MFGCapitalSchedF3.pdf

The Debtor reported income from the operation of its business,
classified as gross revenues, during the two years immediately
preceding the Petition Date:

        Income                     Period
        ------                     ------
        $14,289,060         04/01/11 to 12/19/11
       ($6,927,057)         04/01/10 to 03/31/11
        $12,048,115         04/01/09 to 03/31/10

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/MFGCapitalSofA3b.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/MFGCapitalSofA3c.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/MFGMarketSofA23.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)


MF GLOBAL: Holdings USA's Schedules of Assets & Debts
-----------------------------------------------------
MF Global Holdings USA Inc. disclosed in its schedules of assets
and liabilities that it has $240,494,488 in total assets and
$323,836,379 in total liabilities.

The Debtor reported income from the operation of its business,
classified as gross revenues, during the two years immediately
preceding the Petition Date:

        Income                     Period
        ------                     ------
        $6,354,620          04/01/11 to 03/02/11
        $16,194,825         04/01/10 to 03/31/11
        $8,034,416          04/01/09 to 03/31/10

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/MFGHUSASofA3b.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/MFGHUSA_SofA3c.pdf

The Debtor is a party to lawsuits and administrative proceedings
within one year immediately preceding the Petition Date.  They
are:

Case Caption                  Court or Agency         Status
------------                  ---------------         ------
James McHugh vs. MF Global     U.S. District Court    Pending
Holdings USA Inc.              for the Southern
Case No. 12 CIV 0284           District of New York

Joseph Scellato vs. MF Global  Financial Industry     Closed
Inc. and MF Global Holdings    Regulatory of New York
USA Inc. Case No. 11-02667

Michael Riffice vs. MF Global  U.S. District Court    Pending
Holdings USA, Inc.             for the Southern District
Case No. 11 CV 671             of New York

Todd Thielmann et al. vs.      U.S. Bankruptcy Court  Pending
MF Global Holdings Ltd., MF    for the Southern
Global Holdings USA Inc., MF   District of New York
Global Finance USA, Inc., MF
Global Inc. et al.
Adv Proc. No. 11-02880

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/MFGHUSA_SofA23.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)


MSR RESORT: Hilton, MSR's Post-Trial Damage Estimates $288MM Apart
------------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that MSR Resort Golf
Course LLC and a Hilton Worldwide Inc. unit remain more than $288
million apart after submitting dueling post-trial estimates
Thursday of losses Hilton would suffer from MSR's proposed
rejection of a property management deal.

Bankruptcy Law360 relates that following five days of trial in
New York bankruptcy court, both sides entered proposed findings of
fact and conclusions of law giving their version of the damages to
Hilton's Waldorf-Astoria Management LLC if the debtor rejects the
management agreement.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NEP II: Moody's Withdraws 'B2' CFR/PDR & Stable Outlook
-------------------------------------------------------
Moody's Investors Service has withdrawn all ratings assigned to
NEP II, Inc (NEP) as a result of the cancellation of the proposed
transaction. The following ratings and outlook were withdrawn:

NEP II, Inc.

    Corporate Family Rating, previously B2

    Probability of Default Rating, previously B2

    $60 million Senior Secured 1st lien Revolving Credit
    Facility, previously B1, LGD3, 36%

    $460 million Senior Secured 1st lien Term Loan, previously
    B1, LGD3, 36%

    $160 million Senior Secured 2nd lien Term Loan, previously
    Caa1, LGD5, 87%

Outlook, previously Stable

Ratings Rationale

NEP's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside NEP's core industry and
believes NEP's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009 (and/or) the
Government-Related Issuers methodology published in July 2010.

NEP II, Inc., is a wholly owned subsidiary of ASP NEP/NCP HoldCo,
Inc., which provides outsourced media services necessary for the
delivery of live and broadcast sports and entertainment events to
television and cable networks, television content providers, and
sports and entertainment producers. The company's majority owner
is American Securities Capital Partners and it maintains its
headquarters in Pittsburgh, Pennsylvania. Revenue for the year
ended December 31, 2011, was approximately $333 million.


NEWPAGE CORP: Has OK to Replace Dewey & LeBoeuf With Proskauer
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized NewPage Corporation to employ Proskauer
Rose LLP as substitute attorneys in connection with their Chapter
11 cases, nunc pro tunc to May 14, 2012.

As reported by the Troubled Company Reporter on June 21, 2012, the
Debtors were authorized on Oct. 4, 2011, to retain Dewey & LeBoeuf
LLP as attorneys nunc pro tunc to the Commencement Date.
Effective May 14, 2012, attorneys of record for the Debtors,
partners Marin J. Bienenstock, Judy G. Z. Liu, and Philip M.
Abelson, together with associates Lauren C. Cohen, Ehud Barak,
Kathleen E. Barber, Andrea G. Miller, and Chris Theodoridis, ended
their affiliation with D&L, and became members of, or associated
with, Proskauer.  The Debtors request that Proskauer substitute
for D&L as their general bankruptcy counsel in these cases.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NEXSTAR BROADCASTING: To Buy 12 Newport TV Stations for $285.5MM
----------------------------------------------------------------
Nexstar Broadcasting Group, Inc., and Mission Broadcasting, Inc.,
entered into definitive agreements to acquire twelve television
stations and associated digital sub-channels in eight markets from
entities controlled by privately-held Newport Television, LLC,
for $285.5 million in a transaction that is expected to be
immediately accretive to Nexstar and Mission upon closing.

Nexstar will acquire ten stations as well as Newport's Inergize
Digital media operations and Mission will acquire two stations in
Little Rock, AR.  Nexstar also announced that it and Mission have
secured commitments for new $645 million Senior Secured Credit
Facilities comprised of a $570 million Term Loan B due 2019 and a
$75 million Revolving Credit Facility due December 2017.

The planned acquisition of the Newport stations substantially
broadens Nexstar's local television broadcasting platform with
stations that are geographically complementary to and diversify
Nexstar's operating base while also presenting significant
financial and operating synergies with the Company's existing
portfolio.  Upon closing, the proposed transaction will increase
Nexstar's portfolio of stations that it owns, operates, programs
or to which it provides sales and other services to 67 stations in
40 markets reaching approximately 11.4% of all U.S. television
households.

The Newport television stations to be acquired by Nexstar are
KTVX, KUCW, WPTY, WLMT, KLRT, KASN, WSYR, WBGH, WIVT, WETM, WJKT
and WWTI.

In the first year following the closing of the transaction the
twelve Newport stations and Inergize are expected to contribute
approximately $110 million in incremental net revenue.  In 2014,
the anticipated second year of the combined operations, Nexstar
believes the combined entity will generate approximately $550
million in net revenue.  Giving effect to approximately $19
million in projected synergies, the acquisition is expected to
generate approximately $55 million in additional EBITDA and is
expected to provide free cash flow accretion in the first year of
approximately 45% over the levels expected to be generated by
Nexstar's and Mission's existing operations.  The purchase price
represents a multiple of approximately 5.5 times the average
2011/2012 broadcast cash flow of the acquired stations after
giving effect to the anticipated operating improvements and
synergies identified by Nexstar.

Perry A. Sook, Chairman, President and Chief Executive Officer of
Nexstar Broadcasting Group, Inc., commented, "The Newport
transaction is a transformational event for Nexstar from a
strategic and operational standpoint and will bring very
significant free cash flow accretion to the Company immediately
upon closing.  The acquisition significantly expands our revenue
and operating base with stations where we can quickly apply our
operating and management disciplines to meaningfully improve their
performance which we believe will drive strong cash flow growth.

"The transaction, combined with the planned new Senior Secured
Credit Facilities, concludes and fulfills the goals of the
strategic review process announced in July 2011 as it adds
substantial new value for our shareholders without materially
increasing leverage.  Specifically, pro-forma for the completion
of the station acquisitions and new credit facilities, Nexstar is
projected to generate free cash flow levels approximately 45%
higher than we would with our existing operations.  Furthermore,
total leverage, following the expected record levels of free cash
flow in 2012, will rise by only about a half turn due to this
acquisition and is expected to be well below 5.0x at the end of
2013.  The new credit facilities will also afford Nexstar the
flexibility to potentially deploy our free cash flow for other
shareholder enhancing actions such as share repurchases and/or the
initiation of a dividend.

"The Newport stations represent an ideal complement to our
existing station portfolio in terms of geographic fit, market size
and duopoly presence.  The purchase price for the stations is
approximately 5.5 times the acquired stations' average 2011/2012
pro-forma projected cash flow and approximately 5.0 times their
2012 pro-forma projected cash flow.  Under Nexstar's ownership,
the stations' financial results will benefit from additional
retransmission revenues as well as synergistic operating
improvements.  We intend to implement our proven strategy of
focusing on local programming and effective online marketing
solutions across the twelve Newport stations being acquired.  We
will also marry best of breed e-Media practices from our existing
operations with those of Inergize Digital to deliver fully-
integrated digital management solutions to both our stations and
our station clients to generate revenue both on-air, online and on
mobile devices."

Mr. Sook concluded, "The transaction announced today again
highlights Nexstar's role in the industry as a leading
consolidator of stations in mid-sized markets through accretive
transactions.  In the current environment we see further
opportunities to optimize our portfolio through strategic
acquisitions and divestitures.  In this regard, and reflecting
another outcome of the strategic review process, we are in
discussions to divest certain stations in smaller, non-core
markets to allow us to best maximize the value of our intellectual
capital and operating management."

Nexstar board member Jay Grossman, Managing Partner of ABRY
Partners, which funded Nexstar's formation in 1996 and remains the
Company's largest shareholder with a 52.9% equity interest added,
"Over the past year Nexstar conducted an exhaustive review of its
assets, operations and the M&A options and strategic alternatives
available to maximize shareholder value.  ABRY is a strong
advocate of the value the transaction announced today creates for
all shareholders.  While we have an intention over time to
monetize the value of our Nexstar holdings for our investors, we
will be highly disciplined in this regard and sensitive to the
interests of other shareholders by pursuing any such monetization
strategies in an orderly manner."

Nexstar and Mission plan to finance the acquisition of the Newport
stations with new $645 million Senior Secured Credit Facilities
comprised of a $570 million Term Loan B due 2019 and a $75 million
Revolving Credit Facility due December 2017.  In addition to
financing the Newport transaction, Nexstar intends to use the
proceeds of the new facilities to refinance its existing Credit
Facilities, including amounts outstanding on its First Lien
Revolving Credit Facility and its First Lien Term Loans, and to
redeem all of its aggregate outstanding principal amount 7% Senior
Subordinated Notes due Jan. 15, 2014, and all of its aggregate
outstanding principal amount 7% Senior Subordinated PIK Notes due
Jan. 15, 2014.

The new credit facilities are being led by Bank of America Merrill
Lynch, UBS Investment Bank and RBC Capital Markets as joint lead
arrangers and joint bookrunners.

Completion of the Newport transaction, expected to close in the
fourth quarter of 2012, is subject to Federal Communications
Commission approval, the expiration of the applicable Hart-Scott-
Rodino waiting period and other customary closing conditions.

                   About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $578.20
million in total assets, $758.09 million in total liabilities and,
a $179.89 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NEXSTAR BROADCASTING: S&P Keeps 'B' Corp. Credit Rating; Off Watch
------------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating on Irving, Texas-based Nexstar Broadcasting Group
Inc. "At the same time, we removed the rating from CreditWatch,
where it was placed with negative implications on July 29, 2011,
following the company's announcement that its board was exploring
strategic alternatives to maximize shareholder value. The rating
outlook is stable," S&P said.

"The rating action reflects our belief that the board has decided
to optimize its portfolio of TV stations through strategic
acquisitions and divestitures," said Standard & Poor's credit
analyst Daniel Haines. "Our affirmation of the rating and revision
of the outlook to stable assumes this will be done within the 7x
leverage (based on trailing-eight-quarter EBITDA) target
appropriate for the 'B' rating."

"If the company increases leverage beyond 7x on a sustained basis,
we could lower the rating without either revising our outlook or
placing the rating on CreditWatch," added Mr. Haines. This action
closes out the CreditWatch.

"The stable outlook is based on our expectation that Nexstar will
maintain a lease-adjusted debt to trailing-eight-quarter EBITDA
ratio of 7x or less over the intermediate term, along with
adequate liquidity and an adequate amount of headroom with
covenants. We could raise the rating if the company achieves its
revenue and cost synergies and lowers leverage below 6.5x on a
sustained basis. Although less likely, we could lower the rating
if leverage rises to--and remains above--7x on a sustained basis.
This could be the result of further debt-financed acquisitions or
operating performance below our expectations," S&P said.


NORTHPOINTE SRC: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------
Debtor: Northpointe SRC, LLC
        c/o Jeffrey R. Hall, Esq.
        HUTCHISON & STEFFEN, LLC
        10080 W. Alta Drive
        Las Vegas, NV 89145
        Tel: (702) 385-2500

Bankruptcy Case No.: 12-18417

Chapter 11 Petition Date: July 18, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Jeffrey R. Hall, Esq.
                  HUTCHISON & STEFFEN, LLC
                  10080 W. Alta Drive, Suite 200
                  Las Vegas, NV 89145
                  Tel: (702) 385-2500
                  Fax: (702) 385-2086
                  E-mail: jhall@hutchlegal.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 seven unsecured creditors is
available for free at:
http://bankrupt.com/misc/nvb12-18417.pdf

The petition was signed by Scott Loughridge, managing member.


OTERO COUNTY: EMCARE's Berglind Sits on Creditors Committee
-----------------------------------------------------------
Richard Wieland, U.S. Trustee for Region 20, amended the
appointment of the Official Committee of Unsecured Creditors in
the Chapter 11 case of Otero County Hospital Association, Inc., to
reflect the resignation of:

         Attn: Ashley Bracken, Jr., Esq.
         EMCARE, Inc.
         6200 S. Syracuse Way, Suite 200
         Greenwood Village, CO 80111
         Tel: (303) 495-1246
         Fax: (303) 495-1288
         E-mail: ashley.bracken@emsc.net

The United States Trustee notified the Court of the appointment of
a new member to the UCC.  This unsecured creditor has indicated a
willingness to serve:

         Attn: Carl Berglind, Esq.
         EMCARE, Inc.
         6200 S. Syracuse Way, Suite 200
         Greenwood Village, CO 80111
         Tel: (303) 495-1251
         Fax: (303) 495-1288
         E-mail: Carl.berglind@emsc.net

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


OTERO COUNTY: Modifies Plan to Resolve Claim of Sandra J. East
--------------------------------------------------------------
Otero County Hospital Association, Inc., asks the U.S. Bankruptcy
Court for the Bankruptcy Court District of New Mexico to approve a
non-material modification to the Third Amended Plan of
Reorganization dated June 20, 2012, resolving the Stanley B. East
claim.  A copy of the document is available for free at
http://bankrupt.com/misc/OTERO_planmodification.pdf

On Dec. 20, 2011, Sandra J. East, both individually and as
personal representative of the estate of Stanley B. East,
deceased, filed proof of claim in the amount of $2.5 million
alleging that the Debtor was responsible for the wrongful death of
Stanley B. East.

The Debtor's Third Amended Plan of Reorganization dated June 20,
2012, classifies the claims asserted by East pursuant to the East
Proof of Claim in Class 5 -- Trust Personal Injury Claims.  The
claims of the United Tort Claimants are also classified in Class 5
-- Trust Personal Injury Claims;

Ms. East disputes that her claims are properly classified, objects
to her treatment as a member of Class 5-Trust Personal Injury
Claims, and otherwise opposes the Plan.

In this relation, the Debtor, Ms. East and the United Tort
Claimants have conducted arm's-length negotiations to resolve the
objections of Ms. East to the Plan and, as a result of the
negotiations, they have reached a settlement that resolves
Ms. East's objections.

                      The Third Amended Plan

As reported in the Troubled Company Reporter on June 22, 2012,
according to the Disclosure Statement for the Third Amended Plan,
the Plan will resolve the Trust Personal Injury Claims on a
consensual basis; resolve all issues between the Debtor and Quorum
Health Resources, LLC well as the Debtor and Nautilus Insurance
Company on a consensual basis; satisfy the claims of Bank of
America in full; provide for the payment of trade and other
unsecured creditors in full; and allow the Debtor to emerge from
chapter 11 in a strong position and with the ability to satisfy
the medical needs of Otero County.

The Plan contemplates that the Debtor will obtain Exit Financing
to the extent necessary to satisfy the claims of its primary
secured creditor, Bank of America, and provide the Debtor with
sufficient capital to meet its other obligations under the Plan
and continue its normal operations.  The Debtor has estimated that
it will raise $50 million in Exit Financing and that amount will
be sufficient to fund the Plan as well as the Debtor's operations.
If the Debtor is able to obtain more Exit Financing than
projected, it may be able to accelerate some of the installment
payments due under the Plan, including payments to the Trust
Personal Injury Claimants and the holders of general unsecured
claims, however, any acceleration will be at the discretion of the
Debtor.

A full-text copy of the Disclosure Statement for the Third Amended
Disclosure Statement is available for free at:

      http://bankrupt.com/misc/OTEROCOUNTY_3rdAmendedDS.pdf

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


OXFORD INDUSTRIES: S&P Withdraws 'BB-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit and issue-level ratings on Oxford Industries Inc.

"Following the July redemption in full of the remaining principal
amount of the company's outstanding 11.375% senior secured notes
due 2015, we no longer rate any of Oxford Industries Inc.'s debt.
We are withdrawing the corporate credit and issue-level ratings on
Oxford Industries at the request of the company," S&P said.


PARTY CITY: Moody's Says Term Loan Increase Credit Negative
-----------------------------------------------------------
Moody's Investors Service stated that Party City Holdings Inc.'s
("Party City," initially "PC Merger Sub, Inc.") proposed $75
million term loan increase, to $1.125 billion from $1.050 billion,
is a credit negative as it will modestly increase the company's
already high pro forma lease-adjusted debt/EBITDA. The company's
ratings, including the B2 corporate family rating, are unaffected.

Party City's ratings and LGD assessment changes are as follows:

- Corporate family rating at B2

- Probability of default rating at B2

- $1.125 billion senior secured term loan due 2019 at B1 (LGD 3,
   38%) from (LGD 3, 37%)

- $700 million senior unsecured notes due 2020 at Caa1 (LGD 5,
   84%) from (LGD 5, 83%)

The ratings outlook is stable

Headquartered in Elmsford, NY, Party City is a designer,
manufacturer, distributor and retailer of party goods and related
accessories. The company's retail brands principally include Party
City and Halloween City. Total revenues approached $1.9 billion
for the latest twelve month period ended March 31, 2012.


PEREGRINE FIN'L: Trustee to Have Payout Estimate in 2 Weels
-----------------------------------------------------------
Andrew Harris at Bloomberg News reports that Peregrine Financial
Group Inc.'s bankruptcy trustee will tell some former clients
within 14 days about how much they have to put on deposit so they
can redeem specific property claims against the defunct futures
brokerage.

Robert Fishman, a lawyer for the trustee, on July 20 told U.S.
Bankruptcy Judge Carol Doyle in Chicago that the preliminary
estimate -- a percentage of the properties' value -- was needed as
a guide for processing 11 potential claims, primarily from owners
of warehouse receipts for precious metals held by the collapsed
Cedar Falls, Iowa-based firm.

"We'll be pretty conservative," Fishman told reporters after the
hearing, in which Doyle gave the trustee permission to notify the
clients about their property.  The notices were expected to be
sent July 20.

According to the report, clients will have 14 days from when they
are notified to say whether they want to reclaim that property,
mostly warehouse receipts for precious metals.  Because claimants
in the same class must be treated equally, each one seeking the
return of property must deposit a percentage of its cash value, to
be held for ultimate pro rata distribution to claims class
members.

The bankruptcy case is In re Peregrine Financial Group Inc., 12-
27488, U.S. Bankruptcy Court, Northern District of Illinois
(Chicago).

                      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 FIN'L: Chief's Son Cooperating With Fraud Investigators
-----------------------------------------------------------------
Jacob Bunge at Dow Jones' Daily Bankruptcy Review reports that
Russell Wasendorf Jr., son of the chief executive of Peregrine
Financial Group Inc., is cooperating with investigators probing
his father's alleged fraud and has spent much of the time since it
was exposed last week answering their queries about the collapsed
firm, according to the son's lawyer.

                     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.


PJ FINANCE: General Unsecured Creditors Receive Payment in Full
---------------------------------------------------------------
Susan D. Watson, principal at WDC Solutions, Ltd. and Disbursing
Agent for PJ Finance Company, LLC, et al., announced the issuance
of distribution checks on July 16, 2012 to PJ Finance's general
unsecured creditors amounting to 100% of their approved claims.

"At this time, all general unsecured creditors with allowed claims
have been sent their distribution checks amounting to payment in
full on their claim," said Watson.  "We are pleased to have been
able to resolve and reconcile all of the company's claims
consensually and expedite the claims review process to provide
distributions in a very short time frame."

Alberto Carrizal, chairman of the Committee of General Unsecured
Creditors stated, "I am gratified that the hard work of the
Committee has culminated in the general unsecured creditors being
paid in full.  This fantastic result was far from certain at many
points in the case, and only through the persistence and devotion
of the Committee members, its counsel and financial advisors was
such an extraordinary result realized."

PJ Finance is a real estate company engaged in the acquisition,
ownership, operation, management, leasing, financing, mortgaging
and selling of 32 apartment communities comprising 9,504 units
located in the states of Arizona, Florida, Georgia, Tennessee and
Texas.

PJ Finance filed for bankruptcy protection on March 7, 2011, and
emerged from bankruptcy protection on May 11, 2012 following a
successful reorganization plan that was the result of over 72
hours of auction bidding.  The Committee was a co-proponent of the
bankruptcy plan.

Mark T. Power and Joseph Orbach of Hahn & Hessen LLP and Richard
S. Cobb and Kimberly A. Brown of Landis Rath & Cobb LLP were
counsel to the Committee.  Christopher Wu and Scott Webb of Carl
Marks Advisory Group LLC were financial advisors to the Committee.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

The Debtors emerged from Chapter 11 protection May 11, 2012.


PRE-PAID LEGAL: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Pre-Paid Legal Services Inc. (PPD). The outlook
is stable.

"In addition, we affirmed the 'BB-' issue-level rating on the
company's revolving credit facility and first-out term loan. The
recovery rating remains unchanged at '1', indicating our
expectation of very high (90% to 100%) recovery for debt holders
in the event of payment default," S&P said.

"We also affirmed our issue-level rating on the company's last-out
term loan at 'B'. However, we revised the recovery rating on the
loan to '4', indicating our expectation of average (30% to 50%)
recovery for debt holders in the event of payment default, from
'3'. The company's membership base continues to be below peak
levels. Consequently, the company's revenue base has declined,"
S&P said.

"We believe membership recovery to peak levels will be difficult
over the medium term," said Standard & Poor's credit analyst
Jacqueline Hui.

"Our rating outlook on PPD is stable, reflecting our expectation
that the company will continue to generate positive cash flow
despite our assessment that membership growth and revenue base are
unlikely to materially improve. At the same time, we expect
liquidity to remain adequate and covenant cushion to remain
sufficient near 20%," S&P said.


REAL MEX: Can Hire Deloitte FAS to Continue CRG Partners' Work
--------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware granted Real Mex Restaurants, Inc., et al.,
permission to employ Deloitte Financial Advisory Services LLP.

As reported by the Troubled Company Reporter on June 20, 2012, the
Debtors said that Deloitte FAS acquired substantially all assets
of CRG Partners Group LLC, which the Debtors previously had
retained for consulting services, including provision of a chief
restructuring officer.  The Debtors sought to employ Deloitte FAS,
as the acquirer of the CRG Engagement Letter, in order to continue
receiving, without interruption, the consulting services that CRG
previously provided.

                         About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REVEL ENTERTAINMENT: Bank Debt Trades at 17.25% Off
---------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 82.75 cents-on-the-dollar during the week ended Friday,
July 20, 2012, an increase of 2.58 percentage points from the
previous week, according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal.  The Company
pays 750 basis points above LIBOR to borrow under the facility.
The bank loan matures on Feb. 15, 2017, and carries Moody's B3
rating and Standard & Poor's B rating.  The loan is one of the
biggest gainers and losers among 167 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Revel Entertainment Group, LLC -- http://www.revelinac.com/-- is
a gaming and entertainment company that is developing a $2.4
billion beachfront casino entertainment resort project in Atlantic
City, which is expected to open in mid-2012.  The company was
founded in 2006 and is based in Atlantic City, N.J.


RG STEEL: Massey Accuses RG Unit of Misusing Bankruptcy Stay
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Massey Energy Co.
accused a subsidiary of RG Steel LLC on Wednesday of unfairly
using an automatic stay to block a $31.5 million contract suit
from the coal company while continuing to pursue its own related
suit against Massey.

In a motion filed in Delaware bankruptcy court, Massey requested
that its automatic stay be modified to allow a subsidiary?s suit
to proceed in West Virginia federal court against Mountain State
Carbon LLC, a joint venture 50 percent owned by debtor RG Steel
Wheeling LLC, Bankruptcy Law360 relates.

                           About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


ROCHA DAIRY: D.L. Evans Bank Says Plan Outline Should be Denied
---------------------------------------------------------------
Secured creditor D.L. Evans Bank says the disclosure statement
explaining Rocha Dairy, LLC's Chapter 11 plan should not be
approved notwithstanding amendments filed in June.

The bank notes the Amended Disclosure Statement fails to identify
the history of the Debtor, including the merger between Rocha
Farms and Rocha Dairy LLC a day prior to the bankruptcy filing.
It also points out that certain statements in the document are
based on opinion without accompanying support and/or, including
claims that it will be able to sell milk to a new Chobanyi yogurt
plant coming to Twin Falls and that it will be able to receive
$16.50 per pound milk.  The bank points out that there is no
contract with the Cobanyi plant and the highest amount received by
the Debtor for the past six months for milk was $15.23 per pound.

The bank also points to some discrepancies.  The Amended Plan says
that the bank will be paid over 240 months while the Amended
Disclosure Statement says payment will be paid in 120 months.  In
addition, the Disclosure Statement values the Debtor's property at
$7 million, contradicting the April and June 2011 balance sheets,
which showed value of $8.01 million.

                             The Plan

The Debtor's Amended Disclosure Statement dated June 8, 2012, says
that priority claims will be paid in full; secured debts will be
paid to the extent of their values; and holders of unsecured debts
will be paid "to the extent the unsecured property of the estate
reaches to those creditors or that the cash flow allows".
According to a summary, (i) holders of priority claims under
11 U.S.C. Sec. 507 will be paid in 24 to 72 months, (ii) D.L.
Evans Bank will be paid 120 months, (iii) Metlife-Ag Investments
will be paid in 300 months, and (iv) general unsecured claims are
anticipated to receive 100% of their claims in 240 months.
Distributions will be made by the disbursing agent, Elcidio "Al"
Rocha and Barbara Rocha, as provided in the Plan.

The existing owners, the Rochas, are unaffected by the Plan.

A copy of the Disclosure Statement dated June 8, 2012, is
available for free at:

    http://bankrupt.com/misc/Rocha_Dairy_DS_060812.pdf

The bank is represented by:

         Lance A. Loveland, Esq.
         PARSONS, SMITH, STONE, LOVELAND & SHIRLEY, LLP
         P.O. Box 910
         Burley, Idaho 83318
         Tel: (208) 878-8382
         Fax: (208) 878-0146

                     About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No.
11-40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel to the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Elcidio Rocha, member.


ROOMSTORE INC: Seeks Chapter 7 After DIP Lender Declares Default
----------------------------------------------------------------
Roomstore Inc. asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to convert its Chapter 11 reorganization case
to a Chapter 7 liquidation proceeding.  The Debtor also asks the
Court to appoint a Chapter 7 trustee.

The Debtor says, in light of its financial predicament, it
requests the Court immediately act on its motion so that a
Chapter 7 trustee can be appointed to oppose the attempt of the
postpetition secured lender, Salus Capital Partners LLC, to obtain
possession of the Debtor's assets and destroy economic value for
the benefit of creditors.

According to the Debtor, the conversion of its case will be a
substantial cost savings in a Chapter 7 where the Official
Committee of Unsecured Creditors is disbanded and the estate no
longer will have any obligation to pay the Committee's
professionals.  The Debtor adds the conversion is the best
alternative and will maximize the value of the Debtor's
remaining assets for the benefit of all creditor constituencies.

Meanwhile, the Unsecured Creditors Committee asks the Court to
appoint a Chapter 11 trustee to oversee the Debtor's
reorganization case.  According to the Committee, the current
situation for unsecured creditors is dire.  On July 18, 2012, the
DIP lender served notice on the Committee that it has declared
defaults under the DIP loan and intends to exercise its rights
against its collateral, which is comprised of the Debtor's
remaining assets.  It did so in part because it just learned, as
did the Committee, that, despite collecting sales taxes from
customers, the Debtor did not pay those sales taxes to the taxing
authorities as it had represented to the DIP lender that either it
had done or was going to do in its borrowing certificates.
Instead, it used those funds to pay other expenses.  The Committee
says the DIP lender has not agreed to fund the Debtor's wind-down
because, similar to the Committee, it has lost all faith and
confidence in the Debtor's Board of Directors due to this and
other transgressions.

The Committee says, throughout this bankruptcy proceeding it has
been concerned that the Board, dominated by the heavy hand of the
Chairman of the Board, Steven L. Gidumal, was pursuing a motive
other than maximizing the recovery for unsecured creditors.

The Committee tells the Court the Debtor's proposed plan of
reorganization and disclosure statement have confirmed what the
Committee suspected -- that the Board was adopting a "risk it all"
strategy for an unachievable distribution to the holders of equity
security interests, including the hedge fund run by its Chairman.
Sadly, it is only now, after the Board has piloted the Debtor to
complete and utter financial ruin, that the Committee's suspicions
have been confirmed.

The Committee relates the Court should order the immediate
appointment of a chapter 11 trustee to protect the value remaining
in the Debtor's substantial non-operating assets for unsecured
creditors for the following reasons.  The Committee adds the
appointment of a chapter 11 trustee represents what may be the
last hope for convincing the DIP lender to fund an orderly wind-
down.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  Kaplan & Frank, PLC, serves as
its Virginia bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.  American Legal
Claims Services, LLC, serves as its notice and claims agent.  Lucy
L. Thomson of Alexandria, Virginia, is appointed as consumer
privacy ombudsman in the Debtor's case.

RoomStore said that liquidation of the inventory and remaining
assets will generate sufficient cash to pay secured and unsecured
creditors in full.  The plan will preserve the company's corporate
existence and stockholders' interests along with the ability to
utilize tax losses and thus offset gains from the sale of assets.
The proposed disclosure statement explaining the plan says there
is a "reasonable likelihood" that shareholders eventually may
receive some distribution.  The plan says that unsecured creditors
will recover as much as 20% less than full payment to compensate
for the preservation of tax benefits, without which their return
would be smaller.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The Debtor disclosed
$44,624,007 in assets and $34,746,919 in liabilities as of the
Chapter 11 filing. The petition was signed by Stephen Girodano,
president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.  The Creditors
Committee tapped Hunton & Williams LLP as its counsel.


RUBY TUESDAY: S&P Gives 'B' CCR; Rates $250MM Senior Notes 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Maryville, Tenn.-based Ruby Tuesday Inc. The
outlook is stable.

"At the same time, we assigned a 'B-' issue-level rating with a
'5' recovery rating to the company's $250 million senior unsecured
notes. The '5' recovery rating indicates our expectation for
modest (10% to 30%) recovery of principal in the event of a
payment default," S&P said.

"Ruby Tuesday used the proceeds from the notes mainly to repay
$155 million in existing revolver borrowings, about $45 million in
existing senior notes, and nearly $20 million in mortgage-related
debt. The company could use the proceeds in the future to fund
share repurchases and other acquisitions," S&P said.

"The rating on Ruby Tuesday reflects our expectation that credit
metrics will continue to weaken in the near term," said Standard &
Poor's credit analyst Diya Iyer. "While the transaction added only
modest leverage, we expect operating performance will decline in
the coming year because of continued top-line erosion and
increased costs associated with the company adjusting its strategy
to reposition itself in the saturated bar-and-grill category
within the restaurant industry."

"We view Ruby Tuesday's financial risk profile as 'highly
leveraged' because the refinancing adds debt at a time when the
company is seeking to restore consistently positive sales through
menu and pricing changes," added Ms. Iyer.

"The stable rating outlook reflects our expectation that
operational deterioration, coupled with limited debt reduction,
will result in worse credit measures over the intermediate term.
We could lower the rating if debt leverage approaches 7x and FFO
to total debt declined below 10%. This could occur if gross margin
falls 150 bps and EBITDA declines about 25% from our expectations
for fiscal 2013. It could also occur if SG&A grows at a mid-
single-digit percent rate compared to the current low-single-digit
rate we are forecasting. Given Ruby Tuesday's expected credit
measures, our industry outlook and continued restaurant closures
and conversions, we are not expecting to raise our ratings over
the near term," S&P said.


RYAN INTERNATIONAL: Court Dismisses Ryan 763K's Ch. 11 Proceeding
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
dismissed the Chapter 11 proceeding of Ryan 763K, a debtor-
affiliate of Ryan International Airlines Inc., et al.

As reported in the Troubled Company Reporter on July 17, 2012,
according to the Debtors, on April 8, 2012, the Court entered an
order approving the stipulation with Barrington Bank and Trust
Company N.A. providing adequate protection.

Pursuant to the terms of the stipulation, the Debtors including
Ryan 763K, agreed to dismiss the Ryan 763K Chapter 11 proceeding.

According to the Debtors' case docket, the Court entered an order
withdrawing motion for turnover.  On May 11, Hardin County Savings
Bank filed a motion that the directing Intrust Bank to turnover
funds transferred to Hardin County.

                      About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.


SAAB CARS: Court Approves Donlin Recano as Balloting Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Saab Cars North America, Inc., to employ Donlin, Recano &
Company, Inc., as balloting agent.

As reported in the Troubled Company Reporter on, March 23, 2012,
DRC has been retained to provide claims and noticing agent
services to the Debtors.

As reported in the TCR on July 6, 2012, as balloting agent, DRC
will:

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

   2) generate an official ballot certification and testifying, if
      necessary, in support of the ballot tabulation results; and

   3) in connection with the balloting services, handle requests
      for documents from parties-in-interest, including, if
      applicable, brokerage firms and bank back-offices and
      institutional holders.

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

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SAAB CARS: Creditors Have Until Sept. 14 to File Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
Sept. 14, 2012, at 5 p.m., as the deadline for any individual or
entity to file proofs of claim against Saab Cars North America,
Inc.

The Court also set the same date as the governmental units bar
date.

The claims must be filed with the claims agent:

if by mail:

         Donlin Recano & Company, Inc.
         Re: Saab Cars North America, Inc.
         P.O. Box 2019
         Murray Hill Station
         New York,  NY 10156

if by delivery by hand, courier service or overnight service:

         Donlin Recano & Company, Inc.
         Re: Saab Cars North America, Inc.
         419 Park Avenue South, Suite 1206
         New York, NY 10016

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.




SANDY HILLS: Case Summary & 6 Unsecured Creditors
-------------------------------------------------
Debtor: Sandy Hills, LLC
        P.O. Box 334
        Saint James, NY 11780

Bankruptcy Case No.: 12-74482

Chapter 11 Petition Date: July 19, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Stephen P. Gelfand, Esq.
                  LAW OFFICES OF STEPHEN P. GELFAND, P.C.
                  548 West Jericho Turnpike
                  Smithtown, NY 11787
                  Tel: (631) 470-5300
                  Fax: (631) 470-4302
                  E-mail: sgelfandpc@hotmail.com

Scheduled Assets: $6,500,093

Scheduled Liabilities: $4,770,228

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-74482.pdf

The petition was signed by Francis Weber, manager.


SANIMA-SCI CORP: Fitch Cuts Rating on Sr. Unsecured Notes to 'BB-'
------------------------------------------------------------------
Fitch Ratings has taken the following rating actions for Sanmina-
SCI Corporation (NASDAQ: SANM):

  -- Issuer Default Rating (IDR) affirmed at 'B+';
  -- Senior secured credit facility affirmed at 'BB+/RR1';
  -- Senior unsecured notes downgraded to 'BB-/RR3' from 'BB/RR2'.

Fitch has revised the Rating Outlook to Stable from Positive.

Approximately $1 billion of debt is affected by Fitch's action.

The Outlook revision reflects recent revenue declines associated
with customer order pushouts and general end-market softness which
have delayed any potential margin expansion.  As a highly
vertically integrated EMS company, Sanmina relies on revenue
growth, particularly in its components businesses, to fuel margin
expansion.  However, 3% revenue declines in the LTM period have
resulted in negative operating leverage, with EBITDA margins
declining from 5.3% to 4.5% year over year in the March quarter.

Fitch assigned a Positive Outlook to Sanmina in August 2011 with
the potential for an upgrade predicated on several factors
including: consistent organic revenue growth reflecting the
success of management's strategy and execution; sustained EBITDA
margin improvement above 5%; consistent free cash flow generation;
and continued debt reduction.

Sanmina has redeemed a net amount of $250 million in debt over the
past year.  Fitch views the debt reduction favorably, as well as
the smaller portion of long-term debt relative to the total
capital structure which allows for increased financial
flexibility.  However, positive rating action is predicated on
sustainable improvements in financial metrics which appear
difficult in the current environment given negative organic growth
and the operating leverage inherent in the business model.

The ratings and Stable Outlook reflect the following
considerations:

  -- Fitch believes leading EMS providers, such as Sanmina, are
     strategic to the business operations and strategy of their
     customers given their role in product design consultation,
     component sourcing, manufacturing, fulfillment logistics, and
     repair/reverse logistics.  However, Fitch believes Sanmina
     may be competitively disadvantaged in rapidly growing areas
     like the industrial, medical, and clean tech space against
     larger EMS competitors with greater scale and financial
     resources, particularly if OEM's seek high credit quality
     partners for products with longer life-cycles.

  -- Historically Sanmina has demonstrated strength in the
     complex, high-mix manufacturing operations.  While operating
     on a smaller scale than other major EMS companies, Sanmina's
     highly vertically integrated capabilities may allow it to
     excel in certain niche markets.

  -- The downgrade of the senior unsecured notes by one notch
     reflects the reduced recovery prospects as a result of the
     increase in senior secured credit facilities by $115 million,
     leaving a smaller portion of cash in a liquidation scenario
     for the unsecured notes.

Rating strengths include:

  -- Fitch's belief that the Sanmina's exposure to non-
     traditional, low volume, high mix segments and expertise in
     the components space may enable the company to excel in niche
     markets and offset revenue volatility in highly cyclical
     markets such as communications and enterprise computing.

Ratings concerns include:

  -- An intensely competitive environment which pressures
     profitability across the industry;

  -- Management's history of underperformance at various times
     over the past five years in managing a global manufacturing
     operation in an industry with minimal room for execution
     missteps;

  -- A high degree of vertically integrated operations (components
     represent 20% of revenue) which, while typically a driver of
     higher margins in growth periods, presents additional
     challenges for management execution and higher fixed costs;

  -- Sanmina's significantly smaller size than leading tier-one
     service providers in a market where scale is of significant
     importance;

  -- Modest segment concentration with roughly 46% of revenue
     coming from the highly cyclical networking and communications
     segment;

  -- A highly working capital intensive business that may be a
     drain on liquidity in periods of growth, although it tends to
     provide some measure of liquidity during business downturns.

  -- Customer concentration risk with Sanmina's top 10 customers
     representing roughly 50% of revenue.

The ratings reflect the following financial expectations:

  -- Sanmina's revenue declined 3% in the LTM period, due to
     slowness in all segments except enterprise computing and
     storage.  Fitch expects revenue declines in the high-single
     digits in fiscal 2012 (ending September) given continued
     market softness as indicated by management (guidance for -12%
     revenue declines in Q3).  Fitch would expect a Sanmina to be
     able to produce mid-single digit revenue growth in the
     current market conditions, similar to peer EMS companies
     which grew 4% in the LTM.

  -- Fitch believes EBITDA margins will remain in the 4.5% range
     in fiscal 2012 with any potential increases thereafter coming
     from revenue growth and the associated operating leverage.
     Increased activity in the higher margin industrial, defense
     and medical segment would further drive any potential upside.
     However, confidence in profitability improvements is tempered
     by a history of below-average margin levels and significant
     industry price competition.

  -- Fitch estimates current leverage (total debt to total
     operating EBITDA) at roughly 3.2x.  Fitch expects leverage to
     remain above 3.0x in the near to medium term; however,
     further debt reduction resulting in leverage materially below
     3.0x would be positive for the credit.  LTM interest coverage
     (EBITDA to total interest expense) is expected to increase
     from 3.2x a year ago to 4.0x at fiscal year end 2012 due in
     part debt reductions.  Funds from operations less capital
     spending and dividends are expected to equal roughly 35% of
     total debt at the end of fiscal 2012.

  -- Fitch expects Sanmina to be free cash flow positive in 2012
     given neutral working capital cash flows as well as reduced
     interest expenses.  Cash flow is expected to be roughly $100
     million annually going forward given moderate revenue growth.

  -- Uses of cash flow and excess cash will principally go to fund
     organic growth, working capital needs, and acquisitions.  The
     company's next debt maturity is not until 2014 when $257
     million of senior secured floating rate notes are due.  The
     potential for acquisitions remains although Fitch does not
     expect any substantial acquisition activity that would result
     in a material leverage event.

As of March 31, 2012, liquidity was solid with $464 million in
cash, $263 million available under an upsized $300 million senior
secured asset backed lending facility expiring the earlier of 2014
or 2019 depending on outstanding balances of related debt series,
and $105 million of availability from short-term Asian borrowing
facilities which have a combined capacity of $135 million (see
below for debt numbers pro forma for the redemption of subordinate
debt).  The reduced availability under the $300 million revolver
at the end of the most recent quarter reflects the borrowing base
calculation rather than borrowings under the facility.

Total debt pro forma for the July 2012 redemption of the
subordinate debt is estimated to be $1 billion and consists
principally of:

  -- $257 million of senior unsecured floating rate notes due June
     2014;

  -- $500 million of senior unsecured 7% notes due 2019; and

  -- Approximately $200 million outstanding under the company's
     revolving credit facilities, roughly $150 of which was drawn
     to refund the subordinated notes.

The Recovery Ratings (RRs) for Sanmina reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of Sanmina, and hence
recovery rates for its creditors, will be maximized in a
liquidation scenario rather than as a going concern.  In
estimating liquidation, Fitch applies advance rates of 80%, 20%,
and 10% to Sanmina's accounts receivables, inventories, and
property, plant, and equipment balances, respectively.  Fitch
arrives at an adjusted reorganization value of $876 million after
subtracting administrative claims.  As is standard with Fitch's
recovery analysis, the revolvers and short term credit facilities
are fully drawn and cash balances fully depleted to reflect a
stress event.  The 'RR1' for Sanmina's secured credit facility and
short term credit facilities reflects Fitch's belief that 91%-100%
recovery is realistic.  The 'RR3' for Sanmina's unsecured notes
reflects Fitch's belief that 51-70% recovery is realistic.

What Could Trigger A Rating Action?

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

  -- Consistent organic revenue growth reflecting success in
     management's strategy and execution;

  -- Sustained EBITDA margins in excess of 5% and more consistent
     cash flow through the business cycle;

  -- Sustained leverage metrics materially below 3.0x

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

  -- Revenue and margin declines signifying execution missteps in
     management's strategy and reduced competitiveness in the EMS
     industry;

  -- Significant debt financed acquisitions or share repurchases
     that would materially increase leverage above 4.0x.


SECOND FEDERAL SAVINGS: Closed; Hinsdale Bank Assumes All Deposits
------------------------------------------------------------------
Second Federal Savings and Loan Association of Chicago in Chicago,
Ill., was closed on Friday, July 20, by the Office of the
Comptroller of the Currency, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Hinsdale Bank & Trust Company of Hinsdale, Ill., to assume all of
the deposits of Second Federal Savings and Loan Association of
Chicago.

The three branches of Second Federal Savings and Loan Association
of Chicago will reopen during normal business hours as branches of
Hinsdale Bank & Trust Company.  Depositors of the failed bank will
automatically become depositors of Hinsdale Bank & Trust Company.
Deposits will continue to be insured by the FDIC.

As of March 31, 2012, Second Federal Savings and Loan Association
of Chicago had about $199.1 million in total assets and $175.9
million in total deposits.  Hinsdale Bank & Trust Bank will pay
the FDIC a premium of $100,000 to assume all of the deposits of
the failed bank.  In addition to assuming all of the deposits,
Hinsdale Bank & Trust Company agreed to purchase about $14.2
million in assets, comprised mainly of cash.  All loans, including
consumer and mortgage, will be retained by the FDIC for later
disposition.  Loan customers should continue to make their
payments as usual.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-815-0286.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/secondfederal.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $76.9 million.  Compared to other alternatives, Hinsdale
Bank & Trust Company's acquisition was the least costly resolution
for the FDIC's DIF.  Second Federal Savings and Loan Association
of Chicago is the 38th FDIC-insured institution to fail in the
nation this year, and the fifth in Chicago.  The last FDIC-insured
institution closed in the state was Farmers' and Traders' State
Bank, Shabbona, on June 8, 2012.


SMITHFIELD FOODS: Fitch Raises Issuer Default Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Smithfield
Foods, Inc. (Smithfield; NYSE: SFD):

  -- Long-term Issuer Default Rating (IDR) upgraded to 'BB' from
     'BB-';
  -- Asset-based inventory revolver affirmed at 'BB+';
  -- Secured notes affirmed at 'BB+';
  -- Term loan downgraded to 'BB' from 'BB+';
  -- Senior guaranteed unsecured notes upgraded to 'BB' from
     'BB-';
  -- New senior unguaranteed unsecured notes assigned 'BB-'
     rating.

The Rating Outlook is Stable. At April 29, 2012, Smithfield had
approximately $2 billion of total reported debt.

Rating Actions:

The rating upgrades reflect Fitch's view that Smithfield's credit
profile has improved following a refinancing transaction announced
yesterday.  Maturities have been extended, liquidity has been
enhanced, and the firm's weighted average cost of debt has been
lowered.  Additionally, credit protection for unsecured bond
holders has strengthened as collateral has been released on
Smithfield's term loan.

The downgrade of the term loan incorporates the fall away of
security for this obligation following the repayment of the firm's
10% secured notes.  Upon completion of the tender offer described
below, the majority of Smithfield's outstanding debt will be
unsecured.

Debt Issuance and Tender Offer:

On July 18, 2012, Smithfield issued $1 billion of 10-year 6.625%
senior unsecured notes due Aug. 15, 2022 at a price of 99.5 of par
and a spread of 515 basis points over treasuries.  The notes were
issued under Smithfield's June 25, 2010 shelf registration
statement and rank pari passu with other senior indebtedness.
However, unlike Smithfield's other debt obligations, the notes do
not benefit from a subsidiary guarantee.

Proceeds from the debt issuance will be used to fund the cash
tender of any and all of Smithfield's 10% senior secured notes due
July 15, 2014 and 7.75% senior unsecured notes due May 15, 2013.
At April 29, 2012, $589 million of the 10% notes and $160 million
of the 7.75% notes were outstanding.  Remaining proceeds will be
used for general corporate purposes.

Terms and conditions of the tender include a total consideration
equal to the redemption price payable had Smithfield exercised its
option to affect a make-whole redemption of the 10% notes.  The
tender offer deadline is Aug. 14, 2012.

Credit Statistics and Operating Performance:

Smithfield continues to operate within its stated financial
parameters of net debt-to-adjusted EBITDA at or below 3.0x, with a
ceiling of 4.0x, total debt-to-capitalization of less than 40%,
and liquidity of $500 million - $1 billion.  For the year ended
April 29, 2012, total debt-to-operating EBITDA was 2.0 times (x)
while operating EBITDA-to-gross interest expense was 5.0x.  Fitch
estimates leverage in the 2.3x-2.4x range pro forma for the
refinancing transaction.

During fiscal 2012, Smithfield delivered another year of above
normal operating results with approximately $1 billion of
operating EBITDA, $570 million of operating cash flow, and $279
million of discretionary free cash flow.  The firm's EBITDA margin
was 7.5%, well above an average of about 6% since 2001.

In conjunction with the debt issuance and tender offer
announcement, Smithfield revised down its fiscal 2013 outlook for
its Hog Production segment.  Hedge positions in place prior to the
sharp run-up in grain prices are expected to mitigate a meaningful
portion of the negative impact of higher hog raising costs.
However, due to the blended effect of hedge gains and higher spot
corn prices over the course of the year, the company anticipates
marginal hog production profitability.

Fitch expects Smithfield to navigate through the current period of
elevated grain costs with effective hedging and moderate pricing.
Furthermore, tight protein supply and healthy exports continue to
support operating fundamentals going forward.

Liquidity and Maturities:
At April 29, 2012, Smithfield had $1.5 billion of liquidity
consisting of $324 million of cash and $1.1 billion of revolver
availability.  Availability is net of $96 million of letters of
credit and $65 million of borrowings under unsecured international
facilities with $106 million of capacity.

Smithfield's $925 million inventory revolver and $275 million
securitization facility expire June 9, 2016 and June 9, 2014,
respectively.  With the refinancing of the 10% secured notes, the
revolver's springing maturity feature will be eliminated and
significant maturities over the next three years will be limited
to $400 million of 4% convertible notes, excluding $27 million of
unamortized discounts, due June 30, 2013.

Smithfield has considerable cushion under its maximum leverage and
minimum interest coverage financial maintenance covenants. Funded
debt-to-capitalization was approximately 37% at April 29, 2012
versus a limit of 50%.  EBITDA-to-interest, as defined by the
credit facility, is estimated to be over 5.0x versus a minimum
threshold of 2.5x.  Smithfield's senior unsecured notes require
the company to repurchase the notes at 101% of principal plus
interest if there is a change of control.

What Could Trigger A Rating Action?

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

  -- Meaningful debt reduction which Fitch believes lessens
     negative impacts from periodic downturns in the pork
     industry; or

  -- Total debt-to-operating EBITDA consistently below 2.0x due to
     a combination of debt reduction and above average operating
     performance.

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

  -- A more aggressive financial strategy, with respect to
     acquisitions or share repurchases, that leads to materially
     higher debt levels; or

  -- A sustained period of considerably weaker operating earnings
     and cash flow such that total debt-to-EBITDA remains
     consistently above 5.0x.


SPL LOGISTICS: Moody's Assigns 'B2' Rating to Sr. Secured Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to the proposed
senior secured, first-lien notes due 2020 of SPL Logistics Escrow,
LLC and SPL Logistics Finance Corporation, and a B2 Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to
their parent company -- SPL Logistics, LLC. The ratings outlook is
stable.

Ratings Rationale

The B2 CFR reflects the sizeable amount of debt that results from
the leveraged acquisition of a controlling interest in the
Company, which is a carve-out of the existing third party
logistics segment of Caterpillar, Inc., by private equity sponsor
Platinum Equity. With almost $900 million of total debt at closing
(including Moody's standard adjustments, primarily for leases and
pensions), Moody's estimates pro forma 2012 metrics of the
following: Debt to EBITDA at approximately 5 times; EBIT to
Interest of about 1.6 times; and Retained Cash Flow to Debt of
11%. These metrics are consistent with a B2 rating level. Moody's
does not anticipate any substantial improvement in these metrics
over the near term, as revenue growth is expected to be muted by
soft economic conditions affecting many of the Company's key
customer industries. In particular, the automotive sector drives
approximately 60% of the Company's revenues.

Partially offsetting the high leverage, Moody's recognizes the
strong underlying third-party logistics franchise that Caterpillar
has created under this business unit which Moody's expects will
continue with SPL Logistics after the close of the acquisition.
The Company employs a service parts logistics business model,
whereby it can provide more value-added services to their
customers than do their peers in the contract logistics segment.
This allows the Company to enjoy relatively a relatively stable
revenue base with long term customers on multi-year contracts. In
addition operating margins are superior to those typically earned
by many of its competitors. The stability of the Company's revenue
base and margins will be an important factor in its ability to
generate cash flow to repay debt and to improve its credit metrics
over time. However, this also heightens the importance of the
Company executing this strategy as a stand-alone operation. Any
degradation in services levels, particularly where large, long-
term customers are concerned, might result in a deterioration the
Company's contract renewal rates, possibly resulting in weakening
revenue growth and declining margins.

The senior secured notes are rated B2, which is the same as the
CFR and PDR. Under Moody's Loss Given Default (LGD) methodology,
the $425 million senior secured notes represent the majority of
the Company's liability structure. Within the LGD waterfall, the
notes have a senior claim relative to approximately $121 million
in unsecured, non-debt liabilities that include pensions and lease
obligations. The notes rank pari-passu with the Company's proposed
$60 million senior secured, first lien revolving credit facility
(unrated), but a first-out payment provision favors the revolving
credit facility and lowers the implied recovery of the notes
relative to the revolver. Moody's also notes that a substantial
portion of the Company's operations are performed by foreign,
subsidiaries that do not provide guarantees to the senior secured
debt instruments. However, Moody's believes that the proposed
terms governing the notes provide sufficient protection against
any substantial leveraging event at non-guaranteeing entities that
would negatively affect holders of the proposed senior secure
notes.

Moody's believes that the Company will maintain an adequate
liquidity position. On close of the proposed refinancing, the
Company will have modest cash balances -- less than $15 million.
However, with strong operating margins on a sizeable revenue base,
Moody's expects that the company will generate operating cash flow
well in excess of required investment levels. As such, the
Company's cash levels are expected to grow over the near term,
exceeding $50 million by the end of 2012. The Company will have a
$60 million revolving credit facility on close of the financing,
which Moody's views as somewhat small for a company of this size.
However, due to the limited amount of capital investment implied
in its asset-light business model, Moody'es does not expect that
the Company will make large use of this facility over the near
term. Moody's estimates that the Company will be compliant with
financial covenants prescribed under its revolving credit
facility.

The stable ratings outlook reflects Moody's expectations that the
Company will be able to maintain a steady revenue base over the
near term, renew contracts with long term customers as they expire
and garner a modest amount of new business, while maintaining
operating margins. This should allow it to maintain credit metrics
at current pro forma levels through 2013, and to generate
sufficient free cash flow over the longer term.

Ratings or their outlook could be adjusted downward if the Company
were to lose a substantial portion of its current customer base
and thereby suffer a material decline in revenue. Rating pressure
could also occur with metrics of the following levels: a
substantial reduction in operating margins; free cash flow that
becomes substantially negative; Debt to EBITDA in excess of 6.0
times; EBIT to Interest of less than 1.2 times; or Retained Cash
Flow to Debt of less than 8%. In addition, any material tightness
to financial covenants prescribed under the revolving credit
facility, possibly resulting from weaker than expected operating
performance, could pressure the ratings downward.

Upward rating consideration could be warranted if the Company
reduces leverage while demonstrating steady revenue growth at
strong operating margins. In particular, Debt to EBITDA of less
than 4.5 times or EBIT to Interest of over 2 times could warrant a
ratings upgrade.

Assignments:

  Issuer: SPL Logistics, LLC

     Probability of Default Rating, Assigned B2

     Corporate Family Rating, Assigned B2

  Issuer: SPL Logistics Escrow, LLC (to be merged with and into
Caterpillar Logistics Services, LLC, an operating subsidiary of
SPL Logistics, LLC)

    Senior Secured Regular Bond/Debenture, Assigned B2, LGD3 - 46%

SPL Logistics' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside SPL Logistics' core industry
and believes SPL Logistics' ratings are comparable to those of
other issuers with similar credit risk. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

SPL Logistics, LLC, headquartered in Downers Grove, IL, is a
global provider of service parts logistics.


SPL LOGISTICS: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to SPL Logistics LLC.

"We also assigned a 'B+' rating to the senior secured notes due
2020, co-issued by subsidiaries SPL Logistics Escrow LLC and SPL
Logistics Finance Corp. We assigned the notes a recovery rating of
'4', indicating our expectation that the company's lenders would
receive an average recovery (30%-50%) in the event of a payment
default," S&P said.

SPL Logistics is a service parts logistics provider. Its current
owner, Caterpillar Inc., is selling 65% of the business to
private-equity firm Platinum Equity Capital Partners III L.P.

"The ratings on SPL Logistics reflect its highly leveraged capital
structure, limited track record operating as a highly leveraged
and independent company, and some industry and customer
concentration," said Standard & Poor's credit analyst Lisa
Jenkins. "Offsetting these risks to some extent is the company's
contracted revenue base, global network, and well-established
customer relationships."

SPL Logistics serves customers around the world and has well-
diversified revenues geographically, but revenues are less
diversified by end market and customer. And the logistics industry
is highly fragmented. Even though SPL Logistics is a relatively
large provider of service parts logistics services, it has a small
market share of the overall logistics industry.

SPL Logistics does benefit from the fact that its services are
integrated into those of its customers, who rely on SPL Logistics
to get service parts to where they are needed on a timely basis.
The high service component of its business and its established,
contracted relationship with customers helps mitigate the risk of
its customers switching to other providers.

"The outlook is stable. We believe that SPL Logistics will pursue
a disciplined growth strategy over the next two years and that
this, coupled with its geographic diversity, will enable the
company to maintain credit metrics in line with our expectations
for the rating," Ms. Jenkins said.


SPORTSMAN'S LINK: Court Cuts Lawyer's Fees Over Nondisclosure
-------------------------------------------------------------
Bankruptcy Judge Lamar W. Davis, Jr., in Augusta, Georgia, shaved
$56,780 from the fees sought by Klosinski Overstreet LLP in the
Chapter 7 liquidation case of Sportsman's Link, Inc., finding that
the firm violated the disclosure requirements under Fed.R.Bankr.P.
2014.

Scott J. Klosinski, Esq., and his firm, Klosinski Overstreet,
represented Sportsman's Link in the Chapter 11 bankruptcy.  Upon
conversion to Chapter 7, the Chapter 7 Trustee hired Klosinski
Overstreet and its partners, Mr. Klosinski and James C.
Overstreet, Jr., Esq., as special counsel to pursue preference and
fraudulent transfer actions for the Debtor's estate.

Klosinski Overstreet commenced 23 adversary proceedings and
recovered $514,400 in funds for the Debtor's estate.  The firm
requested $101,612 for services rendered in the Chapter 11 and
$169,783 for the services provided as special counsel during the
Chapter 7.

It was later uncovered that Scott Klosinski and members of his
immediate family own stock in Southeastern Bank Financial
Corporation, the holding company that owns Georgia Bank and Trust
Company of Augusta.  GB&T was a creditor of the Debtor because the
Debtor guaranteed a debt of Why Pay More, LLC to GB&T.  Mr.
Klosinski's father-in-law is the former board chairman and a
current board member of Southeastern Bank.

Meanwhile, Mr. Klosinski's partner, Mr. Overstreet, previously
served as general counsel to Fairway Ford and continued to perform
local services for the company, before and after, but not during,
the firm's pursuit of the avoidance action against Fairway Ford.

Sohail Abdulla, sole shareholder of the Debtor, filed a
malpractice action against Mr. Klosinski and his firm, based in
part on the failure to disclose relationships with two creditors,
Fairway Ford and GB&T.  The Chapter 7 Trustee received an offer
from the defendants to settle the case and obtained court
approval, over Abdulla's objection, to accept the settlement.

The Settlement Order reserved the issue on the firm's fees and
required the United States Trustee to submit a report and
recommendation to the Court regarding these relationships.  The
U.S. Trustee filed his Report and Recommendation along with a
motion to impose sanctions for violation of Bankruptcy Rule 2014.
The U.S. Trustee concluded the firm is disinterested and,
therefore, a complete disallowance of fees is not sought.

According to Judge Davis, it is impossible to know with certainty
that the firm would have been allowed to represent the Debtor, if
all these connections had been revealed.  Judge Davis ruled that
the firm's Chapter 11 fee will be reduced by $20,000 and the
Chapter 7, special counsel, fee will be reduced by $36,780 for a
total reduction of $56,780.

A copy of the Court's July 17, 2012 Opinion and Order is available
at http://is.gd/CwsRqqfrom Leagle.com.

                       About Sportsman's Link

Sportsman's Link Inc., an Augusta, Georgia-based manufacturer and
seller of fishing and hunting equipment, and firearms, filed for
Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 07-10454) on
March 13, 2007, estimating $1 million to $100 million in both
assets and debts.

On Oct. 9, 2007, the Debtor filed a Chapter 11 Plan and Disclosure
Statement.  On June 18, 2008, Georgia Bank and Trust Company of
Augusta sought relief from the automatic stay.

On July 22, 2008, the case was converted to Chapter 7; Edward J.
Coleman was appointed as Chapter 7 trustee; and GB&T's Motion for
Relief from Stay was granted.


STEREOTAXIS INC: Amends 2.8 Million Common Shares Offering
----------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.1 to Form S-1  relating to the offer and
sale, from time to time, of up to 2,819,345 shares of the
Company's common stock, par value $0.001 per share, of
Stereotaxis, Inc., which includes 650,618 shares of the Company's
common stock issuable to certain of the selling stockholders upon
the exercise of warrants to purchase the Company's common stock by
Alafi Capital Company LLC, Sanderling Venture Partners VI Co-
Investment Fund, L.P., Franklin Strategic Series - Franklin Small-
Mid Cap Growth Fund, et al.  The shares and the warrants were
issued in connection with that certain Stock and Warrant Purchase
Agreement dated as of May 7, 2012, between Stereotaxis and the
selling stockholders.

The Company does not know if any or all of the warrants will be
exercised or if any or all of the shares will be resold.  The
Company will not receive any proceeds from the sale of the shares,
but, assuming exercise of all warrants to which the shares relate,
the Company will receive up to $2,186,727 in proceeds from the
exercise of the warrants prior to those sales, which proceeds
would be used for general corporate purposes.

The Company's common stock is listed on the Nasdaq Global Market
under the symbol "STXS."  On July 18, 2012, the last reported sale
price for the Company's common stock on the Nasdaq Global Market
was $1.73 per share.

A copy of the prospectus is available for free at:

                       http://is.gd/kxl8RF

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at March 31, 2012, showed
$36.79 million in total assets, $60.16 million in total
liabilities, and a $23.36 million total stockholders' deficit.


STEREOTAXIS INC: Amends 7.5 Million Common Shares Offering
----------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.l to Form S-1  relating to the offer and
sale, from time to time, by DAFNA LifeScience Ltd, Prescott Group
Aggressive Small Cap Master Fund, G.P., Iroquois Master Fund Ltd.,
of up to 7,474,153 shares of the Company's common stock, which
includes:

   (i) up to 4,070,032 shares of the Company's common stock
       issuable upon conversion of or otherwise underlying the
       Company's subordinated convertible debentures; and

  (ii) up to 3,404,121 shares of the Company's common stock
       issuable upon the exercise of warrants to purchase the
       Company's common stock.

This prospectus also covers any additional shares of common stock
that may become issuable upon anti-dilution adjustment pursuant to
the terms of these debentures warrants by reason of stock splits,
stock dividends, or similar events.  The debentures and warrants
to purchase common stock were acquired by the selling stockholders
in a private placement by the Company that closed on May 10, 2012.

The Company's common stock is listed on the Nasdaq Global Market
under the symbol "STXS."  On July 18, 2012, the last reported sale
price for the Company's common stock on the Nasdaq Global Market
was $1.73 per share.

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

                       http://is.gd/uhhtDQ

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at March 31, 2012, showed
$36.79 million in total assets, $60.16 million in total
liabilities, and a $23.36 million total stockholders' deficit.


STOCKTON, CALIF: Moody's Says Bankruptcy to Impact Debt Service
---------------------------------------------------------------
Municipal defaults and bankruptcy actions similar to those
recently taken by the cities of Stockton and San Bernardino in
California are likely to remain few in number but may indicate a
new trend in fiscally troubled cities unwilling to pay their debt
obligations, says Moody's Investors Service in a new report.

"The looming defaults by Stockton and San Bernardino raise the
possibility that distressed municipalities -- in California and,
perhaps, elsewhere -- will begin to view debt service as a
discretionary budget item, and that defaults will increase," said
Van Praagh, author of the report, "Recent Local Government
Defaults and Bankruptcies May Indicate A Shift in Willingness to
Pay."

Hard-hit by the housing crisis, Stockton became the largest US
city to file for bankruptcy since the Great Depression on June 28
following a failed mediation process with creditors that began in
March. The San Bernardino City Council voted to file for
bankruptcy on July 10 in the face of a $45.8 million budget
shortfall, some 35% of its annual budget.

"Although a few issuers in California and other states have
suggested an unwillingness to meet debt service, we have also seen
many distressed issuers demonstrate a strong willingness to pay
despite substantial budgetary pressure," said Moody's Managing
Director Anne Van Praagh. "Our expectation is that unwillingness-
driven defaults will rise but remain rare, particularly among
Moody's-rated issuers."

Most municipal defaults and bankruptcies involved exposure to
failing enterprise projects, such as convention centers, sports
arena, or other endeavors backed by a government until the project
and its debt are left to falter. In contrast, said Van Praagh,
Stockton's and San Bernardino's bankruptcy filings are unusual in
that they were not precipitated by the realization of enterprise
risks but rather from stress on their core government operations,
notably high pension and other employment benefits and debt
service.

"A growing-but-still-small number of financially strapped
governments may take a more calculated approach to weighing the
costs and benefits of default or bankruptcy in the face of current
conditions," said Ms. Van Praagh. "Even a slight increase in
bankruptcy filings would mark a significant departure from the
historical pattern."

The Moody's report states a reduced willingness to pay debt will
likely only become apparent after a decline in ability to pay,
which could be evidenced by severe declines in housing prices and
property tax revenues, high foreclosure rates, and abrupt spikes
in debt service costs. Other sources of budget stress could
include rising pension and other employment benefits or unexpected
debt incurred from failed projects that were expected to pay for
themselves.

Certain debt structures -- especially those with guaranteed debt
service payments rather than directly issued and those subject to
appropriation without consequence for default -- may be more
heavily exposed to a potential erosion in willingness to pay,
according to Moody's.


SUDDENLINK COMMUNICATIONS: Moody's Says Buyout Credit Negative
--------------------------------------------------------------
Cequel Communications Holdings, LLC (Suddenlink, B1 Stable)
announced an agreement under which BC Partners and CPP Investment
Board (CPPIB) will partner with Suddenlink's management team to
purchase the Company for $6.6 billion. Moody's Investors Service
does not expect this announcement to impact Suddenlink's B1
corporate family rating.

Ratings Rationale

Incremental debt taken on to fund the transaction would increase
leverage to slightly over 6 times debt-to-EBITDA from 5.8 times
for the trailing twelve months ended March 31, 2012. However,
Moody's expects that with continued EBITDA growth, leverage would
be around 6 times by the time the transaction closes (expected to
occur in the final quarter of this year) and would fall below 6
times during 2013. As such, Moody's does not expect to change the
B1 corporate family rating if the transaction occurs as proposed.
Furthermore, although Moody's expects capital expenditures to
remain substantial given investments for growth, particularly in
the commercial business, capital intensity will likely decline as
Suddenlink concludes its substantial network upgrade in 2012. This
decline, together with the expiration of unprofitable interest
rate hedges, should offset the increased interest expense
(expected to be $40 to $50 million annually) and facilitate
growing free cash flow even with the incremental debt.

The transaction as proposed incorporates the buyout of all common
and preferred equity. Moody's treated the preferred equity
(accreted value of $104 million as of March 31) as debt, so the
$500 million of incremental balance sheet debt equates to an
approximately $400 million net increase in debt on a Moody's
adjusted basis.

Because the existing management team will remain in place, Moody's
does not expect the transaction to trigger change of control
provisions within the first lien credit facility (Ba2) or senior
unsecured bonds (B3). Moody's will evaluate the potential impact
of incremental debt on instrument ratings but does not expect to
change the instrument ratings based on the transaction as
proposed.

Notwithstanding the short term negative impact on leverage, over
the next several years Moody's expects an at worst comparable or
potentially less aggressive fiscal policy from the new owners
compared to the existing sponsor group (Goldman Sachs, Quadrangle,
and Oaktree). Prior to this proposed buyout and including the $70
million distribution in May 2012, Suddenlink distributed about
$800 million of cash to its equity holders since January 2011,
representing 86% of the sponsors' initial investment, and repaid
approximately $125 million of preferred stock. Moderate
distributions would not surprise Moody's and would not necessarily
negatively impact the ratings, provided Moody's expected leverage
below 6 times debt-to-EBITDA. In general, over the next several
years Moody's expects the new owners to focus on value
appreciation through growth more so than distributions.

The principal methodology used in rating Cequel Communications
Holdings, LLC was the Global Cable Television Industry Methodology
published in July 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in St. Louis, Missouri, and doing business as
Suddenlink Communications, Cequel Communications Holdings LLC
serves approximately 1.4 million residential and commercial
customers, including 983 thousand residential internet subscribers
and 453 thousand residential phone subscribers. The company
provides digital TV, high-speed Internet and telephone services to
consumers and businesses and generated revenues of approximately
$1.96 billion for the twelve months ended March 31, 2012. Cequel
is currently owned by Goldman Sachs, Quadrangle, and Oaktree, as
well as management.


SUNY DOWNSTATE: Financial Woes Prompt Layoffs
---------------------------------------------
Gale Scott, writing for Crain's New York Business reports that Ian
Taylor, dean of the State University of New York-Downstate Medical
Center in Brooklyn, sent a letter Friday announcing layoffs at the
facility, citing "serious financial pressure" and "changes
necessary to achieve financial stability while continuing to serve
our mission of education and provide high quality, safe patient
care services to the people of Brooklyn."

According to Crain's, employees were due to receive notification
letters in waves, beginning this week.  SUNY Downstate has not yet
said how many employees will be laid off, but the United
University Professions union, representing academic faculty at the
hospital, expected 54 members to lose their jobs.  The union asked
Gov. Andrew Cuomo to intervene.

Crain's recounts that on June 18, a group of state senators from
Brooklyn wrote a letter that persuaded state Comptroller Thomas
DiNapoli to audit SUNY Downstate's finances in hopes of better
understanding the causes of the hospital's problems.  An audit of
the Brooklyn health system is due by the end of August.

According to Crain's, some have said that the SUNY board in Albany
may have unfairly charged some the larger university's expenses to
the Brooklyn hospital.  SUNY Downstate declined to comment on the
layoff letter.

Crain's says the hospital has been in administrative turmoil for
months, starting with the resignation in April of its former
president, Dr. John LaRosa.  The report recounts Dr. LaRosa
opposed the findings of a state panel, convened to address how to
improve the finances of Brooklyn's many failing hospitals.  That
panel called for Downstate to close.  The "Berger II" commission
was led by investment banker Steve Berger, who in 2006 spearheaded
a larger state task force to "rightsize" New York hospitals. That
led to several closings and mergers.


SUPERVALU INC: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating,
and probability of default rating of SUPERVALU Inc. to B3 from B1.
In addition Moody's also downgraded the ratings of the senior
unsecured debt of SUPERVALU and its subsidiaries to Caa1 and
assigned a B1 rating to the company's new $850 million senior
secured term loan. The rating outlook is negative. The new term
loan is secured by real estate and will refinance the company's
existing term loans. As part of the transaction SUPERVALU will
also replace its existing $1.5 billion revolving credit facility
with a $1.65 billion ABL revolving credit facility.

Ratings Rationale

"SUPERVALU continues to lose traffic and market share in an
increasingly challenging and competitive industry as evidenced by
its long history of declining identical store sales," Moody's
Senior Analyst Mickey Chadha stated. "We expect these negative
trends to continue as the company's strategy of lowering prices
and simultaneously cutting costs has been unsuccessful in stemming
the loss in customer count and its intention of accelerating these
price investments will result in further revenue declines and
margin pressure."

The company's recent announcement that it is exploring strategic
alternatives to enhance shareholder value including the sale of
all or part of the company adds further credence to Moody's
opinion that management has been unable to improve the company's
operating performance using its current strategy, existing store
base and capital structure. The company also announced the
suspension of its dividend and the lowering of its capital
expenditures to conserve cash and invest in pricing.

The B3 Corporate Family Rating reflects SUPERVALU's continuing
weak operating performance vis a vis its peers and Moody's
expectation that revenue and profit declines will continue in the
near to medium term and credit metrics will remain weak. The
rating also reflects the execution risk associated with the
company's aggressive price investment strategy and Moody's opinion
that the weak economic environment will weigh heavily on consumer
spending behavior and strong competition from alternative food
retailers will continue. Ratings are supported by SUPERVALU's
overall size in food retailing and distribution, its long-
established regional brands, adequate liquidity, favorable
geographic footprint and store locations, and the growth potential
represented by its Save-A-Lot brand and licensing arrangements.

The following ratings have been downgraded and LGD point estimates
updated:

Corporate Family Rating to B3 from B1

Probability of Default Rating to B3 from B1

SUPERVALU Inc. Senior Unsecured Debt (all tranches) to Caa1 (LGD5,
71%) from B2 (LGD4, 58%)

SUPERVALU Inc. Senior Unsecured Shelf and MTN programs to (P)Caa1
(LGD5,71% ) from (P)B2 (LGD4, 58%)

New Albertson's Inc. Senior Unsecured Debt (all tranches) to Caa1
(LGD 5, 71%) from B2 (LGD4, 58%)

New Albertson's Inc. Senior Unsecured Shelf and MTN programs to
(P)Caa1 (LGD5, 71%) from (P)B2 (LGD4, 58%);

American Stores Co. Senior Unsecured Debt (all tranches) to Caa1
(LGD5, 71%) from B2 (LGD4, 58%)

The following ratings are assigned:

SUPERVALU, Inc. $850 million senior secured term loan maturing
2019 at B1 (LGD2, 26%)

SUPERVALU's rating outlook is negative reflecting the uncertainty
surrounding the company's strategic review which could distract
management and reduce employee morale thereby undermining efforts
for a turnaround. The possible sale of the company's independent
business or its hard discount Save-A-Lot chain will further weaken
the company's business profile by reducing diversification,
profitability and growth. The outlook also incorporates Moody's
expectation that the company's aggressive price investment
strategy will lead to continued declines in identical store sales
and downward pressure on margins resulting in weakening of credit
metrics in the next 12-18 months. Management's continued focus on
debt reduction and announced cut back in capital expenditures will
continue to restrict store investments, further eroding the
company's already weak competitive positioning.

Ratings could be upgraded if the company's restructuring efforts
gain traction and result in a reversal of its identical store
sales and earnings declines while maintaining the quality of its
store base, and a sustained strengthening of its liquidity and
credit metrics.

Ratings could be downgraded if any operational misstep or
resolution of the company's strategic review results in weakening
of liquidity, capital structure or business profile. Ratings could
also be downgraded if there is evidence of further deterioration
in SUPERVALU's market position as demonstrated by sustained
decline in identical store sales and margins. A downgrade could
also occur if there is any deterioration in credit metrics.

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

SUPERVALU Inc., headquartered in Eden Prairie, Minnesota, is the
country's third largest supermarket chain, with about 2,437
stores, including 1,336 Save-A-Lot stores of which 939 are
licensed to third party-operators. SUPERVALU also has a food
distribution business serving more than over 1,950 independent
grocery stores in addition to its own stores. The company's annual
sales are approximately $35 billion.


SYMS CORP: Asks Court Permission to Auction Florida Property
------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that Syms Corp. and its unit Filene's
Basement LLC are seeking court permission to sell a Miami property
at auction with an opening offer of $4.5 million.  Syms will ask a
judge to approve bidding procedures for the proposed auction at a
hearing set for July 31, according to documents filed July 17 in
U.S. Bankruptcy Court in Wilmington, Delaware.  The company plans
to hold the auction on Aug. 14, followed by a hearing to approve
the sale on Aug. 16, according to court papers. All bids would be
due by Aug. 13.

According to the report, Syms selected Florida-based Independent
Living Systems LLC as the so-called stalking horse, or lead
bidder, with a $4.5 million bid after marketing the property since
February, according to court papers.  Independent's offer would
set the floor for other potential buyers to beat.

               About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


TEMECULA HIGHLANDS: Case Summary & 11 Unsecured Creditors
---------------------------------------------------------
Debtor: Temecula Highlands, LLC
        One Betterworld Circle, Suite 300
        Temecula, CA 92590

Bankruptcy Case No.: 12-27039

Chapter 11 Petition Date: July 20, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: rb@lnbyb.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 11 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-27039.pdf

The petition was signed by Paul Garrett, authorized
representative.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Diaz Road Properties, LLC             11-28473            06/06/11
RCI Redbird, LLC                      11-28479            06/06/11
RCI Rio Nedo, LLC                     11-28470            06/06/11
Woods Canyon Associates, L.P.         11-32418            07/11/11


THE ROYAL PALM: Closed; First National Bank Assumes All Deposits
----------------------------------------------------------------
The Royal Palm Bank of Florida in Naples, Fla., was closed on
Friday, July 20, by the Florida Office of Financial Regulation,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with First National Bank of the
Gulf Coast in Naples, Fla., to assume all of the deposits of The
Royal Palm Bank of Florida.

The three branches of The Royal Palm Bank of Florida will reopen
during normal banking hours as branches of First National Bank of
the Gulf Coast.  Depositors of The Royal Palm Bank of Florida will
automatically become depositors of First National Bank of the Gulf
Coast.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship in
order to retain their deposit insurance coverage up to applicable
limits.  Customers of The Royal Palm Bank of Florida should
continue to use their existing branch until they receive notice
from First National Bank of the Gulf Coast that it has completed
systems changes to allow other First National Bank of the Gulf
Coast branches to process their accounts as well.

As of March 31, 2012, The Royal Palm Bank of Florida had about
$87.0 million in total assets and $85.1 million in total deposits.
In addition to assuming all of the deposits of the failed bank,
First National Bank of the Gulf Coast agreed to purchase
essentially all of the failed bank's assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-823-5017.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/royalpalm.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $13.5 million.  Compared to other alternatives, First
National Bank of the Gulf Coast's acquisition was the least costly
resolution for the FDIC's DIF.  The Royal Palm Bank of Florida is
the 34th FDIC-insured institution to fail in the nation this year,
and the fifth in Florida.  The last FDIC-insured institution
closed in the state was Putnam State Bank, Palatka, on June 15,
2012.


THORNE ELECTRONIC: Hires Roger Love to Prepare Tax-Related Items
----------------------------------------------------------------
John Mangalonzo at Abilene Reporter-News reports that a bankruptcy
court has granted a motion from Thorne Electronics's attorney,
Kevin Willhelm, to hire local accountant Roger Love to prepare
income and employment tax returns along with other tax related
items.

The report relates Mr. Willhelm said Thorne is required to file a
restructuring plan to the court within 240 days from the date the
bankruptcy was filed.  The plan is subject to court approval.

"Due to the current economic climate, it's challenging for any
business to maintain their overhead," the report quotes Mr.
Willhelm as saying.  "It's just a debt structure to reorganize so
the company has a better cash flow."

Thorne Electronics filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 12-10182) on June 18, 2012.


TOWER OFFICE: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Debtor: Tower Office Park I, LLC
        One Betterworld Circle, Suite 300
        Temecula, CA 92590

Bankruptcy Case No.: 12-27036

Chapter 11 Petition Date: July 20, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Scott C. Clarkson

Debtor's Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: rb@lnbyb.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 nine unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-27036.pdf

The petition was signed by Paul Garrett, authorized
representative.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Diaz Road Properties, LLC             11-28473           6/06/11
RCI Redbird, LLC                      11-28479           6/06/11
RCI Rio Nedo, LLC                     11-28470           6/06/11
Woods Canyon Associates, L.P.         11-32418           7/11/11


TRAFFIC CONTROL: Cancels Auction With Lone Lenders' Bid
-------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that without a
competing bankruptcy auction bid to challenge them, the biggest
lenders to Traffic Control and Safety Corp., which sets up and
sells bright orange traffic cones and warning signs to guide
drivers through construction zones along Hawaii and California
highways, are poised to take control of the company.

As reported in the TCR in May, second-lien creditors have signed a
deal to buy the company in exchange for $20 million of the junior
secured debt. In addition, they will assume the first-lien
obligations of about $18.5 million, pay expenses of the Chapter 11
case, and provide $500,000 toward expenses not paid with financing
for the reorganization.  When the sale is completed, the second-
lien lenders will waive the remainder of their claim, meaning that
their deficiency claim won't dilute the pot for unsecured
creditors.

The auction was scheduled July 25.

                    About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.


TRIBUNE CO: Bank Debt Trades at 29.82% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 70.18 cents-on-the-
dollar during the week ended Friday, July 20, 2012, an increase of
2.84 percentage points from the previous week, according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
17, 2014.  The loan is one of the biggest gainers and losers among
167 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: No Deal, Anadarko-Tronox Trial to Resume
----------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that Anadarko Petroleum Corp. and its Kerr-
McGee unit failed to settle a $25 billion lawsuit brought by the
U.S. and Tronox Inc. and a trial will resume this week.

"There is no settlement agreement and we're going to be resuming
trial" on July 24, John Hueston, a lawyer for the U.S. and Tronox
said Thursday in a phone interview, according to the Bloomberg
report.  Talks have been ongoing since at least July 12.

Anadarko remains "committed to resolving the Tronox litigation
through informal negotiations or other alternative dispute
resolution mechanisms," John Christiansen, a company spokesman,
said in an e-mailed statement.  He said the trial is set to resume
July 24, as previously scheduled, and declined to comment on the
status of the negotiations, saying they are confidential.

The lawsuit, over environmental claims and tort claims related to
Tronox's 2005 spinoff, tested whether money can be recovered from
a successor to a polluting company, even after a bankruptcy
ostensibly cleaned the slate. Tronox initially sued Anadarko in
2009. The Justice Department took over the case on behalf of the
Environmental Protection Agency.

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


UNIGENE LABORATORIES: Richard Levy Discloses 46.6% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Richard Levy and his affiliates disclosed
that, as of July 16, 2012, they beneficially own 75,126,704 shares
of common stock of Unigene Laboratories, Inc., representing 46.6%
of the shares outstanding.

Mr. Levy previously reported beneficial ownership of 74,057,369
common shares or a 46.2% equity stake as of May 29, 2012.

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

                        http://is.gd/gMMrTB

                            About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at March 31, 2012, showed $14.07
million in total assets, $74.83 million in total liabilities and a
$60.75 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.


URANIUM RESOURCES: NASDAQ Grants 180 Days for Compliance
--------------------------------------------------------
Uranium Resources, Inc. disclosed that on July 17, 2012, it
received notification from NASDAQ granting an additional 180-day
period, or until Jan. 14, 2013, to regain compliance with NASDAQ's
minimum $1.00 bid price per share rule.  Under NASDAQ listing
rules, the Company was granted this extension because it met the
continued listing requirement for market value of publicly held
shares and all other applicable NASDAQ listing requirements,
except the bid price requirement, and the Company provided written
notice to NASDAQ of its intention to cure the bid price deficiency
during the second compliance period.

The Company will regain compliance with the minimum bid
requirement if at any time prior to January 14, 2013, the bid
price for the Company's common stock closes at $1.00 per share or
above for a minimum of 10 consecutive business days.

If the Company does not regain compliance by the end of this
second grace period, it will receive notification from NASDAQ that
its shares are subject to delisting.  At that point the Company
may then appeal the delisting determination to a Hearings Panel.

                    About Uranium Resources

Uranium Resources Inc. -- http://www.uraniumresources.com/--
explores for, develops and mines uranium. Since its incorporation
in 1977, URI has produced over 8 million pounds of uranium by in-
situ recovery (ISR) methods in the state of Texas.  URI also has
183,000 acres of uranium mineral holdings and 101.4 million pounds
of in-place mineralized uranium material in New Mexico and an NRC
license to produce up to 1 million pounds of uranium per year.
The Company acquired these properties over the past 20 years along
with an extensive information database of historic drill hole
logs, assay certificates, maps and technical reports. None of
URI's properties is currently in production.


USA SPRINGS: Chapter 7 Conversion Sought After Cancelled Auction
----------------------------------------------------------------
Bob Sanders at New Hampshire Business Review reports that the
bankruptcy trustee is seeking to convert USA Springs' Chapter 11
reorganization bankruptcy to a Chapter 7 liquidation after the
cancellation of a July 20 auction and the company's bankruptcy
attorneys filed motions to quit the case.

"Without bankruptcy counsel, the Debtor will be unable to move
forward," the report quotes Geraldine Karonis, assistant trustee,
as saying.  "The Debtor has been in chapter 11 for more than four
years."

According to the report, if the trustee's motion is successful,
the trustee office would take control of the company and sell off
its assets, as opposed to the company continuing its attempt to
sell it as a going concern and to finish a partially completed,
and controversial, water bottling plant on the Barrington-
Nottingham border.

The report notes, in 2009, the trustee's office sought to convert
the bankruptcy filing to Chapter 7, but USA Springs hired Boston
bankruptcy attorney Alan Braunstein, convincing the bankruptcy
court to give it more time. But after the failure of the latest
financing deal -- a $60 million arrangement with a Swiss firm --
Mr. Braunstein arranged for the July 20 auction.  Earlier this
month he sought to delay the auction to September, and at the same
time filed another motion seeking to be allowed to quit the case,
citing "irreconcilable differences" with USA Springs.  The local
counsel followed suit, leaving the bankruptcy case in the hands of
municipal attorney Tony Soltani -- who's also a state
representative -- who had signed on to the case mainly to protect
the environmental permits through the bankruptcy process.

According to the report, Mr. Soltani told NHBR he is not qualified
as a bankruptcy attorney, and opposed Mr. Braunstein's motion to
withdraw.  Mr. Braunstein has not responded to NHBR phone calls
and e-mails.

According to the report, if the trustee takes over the case, the
Official Committee of Unsecured Creditors can seek recovery of
$8.4 million from a number of parties related to the debtor,
charging fraudulent transfers.  It could sell off the real estate
and it could attempt to collect a $60 million judgment issued by
the bankruptcy court against the Swiss-based Malom Group, which
reneged on a promised financing deal.

The report notes a hearing on the trustee's motion and Mr.
Braunstein's withdrawal motions is scheduled for Aug. 7.

                        About USA Springs

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection (D. N.H. Case No. 08-11816) on
June 27, 2008.  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  The Official Committee of Unsecured
Creditors retained Terrie Harman, Esq., at Harman Law Offices, as
counsel.  In its schedules, the Debtor disclosed $127.0 million in
assets and $13.9 million in liabilities.


US FIDELIS: Has $13-Mil. Accord With Attorneys General
------------------------------------------------------
The Gazette reports that Iowa Attorney General Tom Miller and
11 other state attorneys general disclosed a court-approved
agreement with US Fidelis that provides $13 million in consumer
restitution as well as injunctive relief.

According to the report,  the settlement establishes a $14.1
million consumer restitution fund to provide compensation to
eligible consumers who submit a valid proof of claim with the
bankruptcy court. To be considered for restitution, most consumers
must file their proof of claim by Oct. 5.  Consumers whose
contracts expire after this deadline have additional time.

Juan Carlos Rodriguez at Bankruptcy Law360 reports that the states
-- Arkansas, Idaho, Iowa, Kansas, Missouri, North Carolina, Ohio,
Oregon, Pennsylvania, Texas, Washington and Wisconsin -- sued the
company and its owners in Missouri bankruptcy court for illegal
actions including illegal and deceptive junk mail, telemarketing
and robocalls, according to Bankruptcy Law360.

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


WABASH NATIONAL: Moody's Corrects April 17 Rating Release
---------------------------------------------------------
Moody's Investors Service issued a correction to the April 17,
2012 rating release of Wabash National Corporation.

Moody's assigned a B1 rating to Wabash's proposed term loan due
2019. At the same time, Moody's assigned Corporate Family and
Probability of Default Ratings of B1, and a Speculative Grade
Liquidity Rating of SGL-2. The ratings outlook is stable.

Ratings Rationale

The B1 Corporate Family Rating reflects the sizeable amount of
debt that the company has undertaken to fund the $360 million
acquisition of liquid tank transportation and vessel containment
equipment manufacturer Walker Group Holdings LLC ("Walker"). While
the nearly $500 million of total debt represents only one-third of
combined pro forma 2011 revenue, leverage relative to earnings
will be elevated due to recent soft margins. Pro forma 2011 Debt
to EBITDA is estimated to be in excess of 5 times, which is
somewhat weak for a B1-rated company. Other metrics are more
supportive of the rating, however: EBIT to Interest of almost 4
times and retained cash flow to debt estimated at 15% are strong
for this rating category. Moody's anticipates strong growth in
demand for truck trailers and other equipment provided by Wabash
and Walker over the next few years, tracking the improving
trucking freight environment in the U.S. This is evidenced by a
growing backlog for equipment that provides revenue visibility. As
such, Moody's expects that the company will be able to lower
leverage over the next few years to levels that map more closely
to the current rating, both through improving operating profit and
a modest amount of debt repayment. Moreover, Moody's views
Wabash's acquisition of Walker as a supportive factor to the
ratings, as Walker will likely add a modest amount of diversity to
Wabash's revenue base with a more stable stream of operating
income.

The highly cyclical nature of trucking equipment demand is a key
constraint on Wabash's ratings. Historically, Wabash's revenues
have been highly volatile. Although Wabash generated almost $1.2
billion in sales in 2011, it reported sales of only 30% of that
level as recently as 2009, during the last cyclical downturn.
While Moody's anticipates strong revenue growth over the near term
during the current industry upswing, Moody's also expects that
Wabash's sales would be subject to severe contraction, accompanied
by dramatic reductions in operating margins, during periods of
cyclical downturns.

The senior secured term loan is rated B1, which is the same as the
corporate family and probability of default ratings. The term loan
ranks senior to the company's proposed $150 million of convertible
unsecured notes, and equal in ranking to Wabash' $150 million ABL
facility. However, the term loan only has a second lien claim on
the key tangible assets that reside on the company's balance
sheet, accounts receivable and inventory. As such, Moody's has
ranked this class of debt behind the ABL facility in its
assessment of Loss Given Default ('LGD'), which limits the upward
notching consideration for this class of debt that is provided by
the sizeable unsecured debt in the company's debt structure.
Moody's estimates that the term loan would incur substantial loss
in the event of default, as suggested by its Loss Given Default
Assessment of LGD4.

Wabash's Speculative Grade Liquidity rating of SGL-2 reflects
Moody's assessment that the company maintains a good liquidity
position. Anticipating growth in business activity over the next
12-18 months, Moody's expects that the company will be able to
generate operating cash flow well in excess of its capital
spending plan. Much of the free cash flow Wabash generates will
likely be used to repay debt, while the company is expected to
maintain cash balances in excess of $30 million. Wabash maintains
a $150 million revolving credit facility, which Moody's views as
appropriate for a company of this size. Moody's expects that the
company will be compliant with financial covenants prescribed
under its new term loan facility. However, Moody's also notes that
the covenants will become more restrictive over time, reflecting
increased profitability assumed in the company's operating plan.
This suggests that, over the longer term, Wabash could become
susceptible to diminishing room under financial covenants during a
cyclical downturn, at which point waivers or amendments to the
term loan agreement may become necessary.

The stable ratings outlook reflects Moody's expectations that the
company will be able to grow its revenue base over the near term
as trucking equipment demand increases, while improving operating
margins in the 5-7% range. This should allow the company to cover
its growing working capital and capital investment requirements
over the next 1-2 years, while generating adequate free cash flow
to repay modest amount of its term loan. Ratings or their outlook
could be adjusted downward if operating margins fall below 4%, or
if free cash flow becomes substantially negative. Debt to EBITDA
in excess of 5.5 times, EBIT to Interest of less than 1.8 times,
or Retained Cash Flow to Debt of less than 10% could result in
lower ratings. In addition, any material tightness to financial
covenants prescribed under either the ABL or term loan facility,
possibly resulting from weaker than expected operating
performance, could pressure the ratings downward. Upward rating
consideration could be warranted if the company were to repay a
substantial portion of its term loan while demonstrating on-going
revenue growth at stronger operating margins. In particular, Debt
to EBITDA of less than 3.0 times or EBIT to Interest of over 4
times throughout the industry cycle could warrant a ratings
upgrade.

Assignments:

  Issuer: Wabash National Corporation

     Probability of Default Rating, Assigned B1

     Speculative Grade Liquidity Rating, Assigned SGL-2

     Corporate Family Rating, Assigned B1

     Senior Secured Bank Credit Facility, Assigned B1, LGD4-50%

The principal methodology used in rating Wabash National
Corporation was the Global Heavy Manufacturing Rating Methodology
published in November 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.

Wabash National Corporation, headquartered in Lafayette, IN, is a
leading designer and manufacturer of commercial truck trailers and
related transportation equipment.


WEGENER CORP: Incurs $1.1 Million Net Loss in June 1 Quarter
------------------------------------------------------------
Wegener Corporation filed with the U.S. Securities and Exchange
Commisison its quarterly report on Form 10-Q disclosing a net loss
of $1.12 million on $1.91 million of net revenue for the three
months ended June 1, 2012, compared with a net loss of $502,995 on
$2.21 million of net revenue for the three months ended June 3,
2011.

The Company reported a net loss of $2.34 million on $5.66 million
of net revenue for the nine months ended June 1, 2012, compared
with a net loss of $1.49 million on $6.61 million of net revenue
for the nine months ended June 3, 2011.

The Company reported a net loss of $1.46 million for the year
ended Sept. 2, 2011, compared with a net loss of $2.31 million for
the year ended Sept. 3, 2010.

The Company's balance sheet at June 1, 2012, showed $5.44 million
in total assets, $9.28 million in total liabilities, all current,
and a $3.83 million total capital deficit.

In its report on the Company's 2011 results, Habif, Arogeti &
Wynne, LLP, in Atlanta, Georgia, noted that the Company has
suffered recurring losses from operations and has a capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

                         Bankruptcy Warning

The Company said in its quarterly report for the period ended
June 1, 2012, that it may not have sufficient capital to continue
as a going concern.

"Our bookings and revenues to date in fiscal 2012 and during the
prior fiscal year have been insufficient to attain profitable
operations and to provide adequate levels of cash flow from
operations.  We have experienced recurring net losses from
operations, which have caused an accumulated deficit of
approximately $24,079,000 at June 1, 2012.  We had a working
capital deficit of approximately $6,151,000 at June 1, 2012
compared to $4,441,000 at September 2, 2011.  Our day to day
liquidity during the third quarter of fiscal 2012 and continuing
to date has been adversely impacted by our low level of revenues
and bookings.  We currently believe our expected levels of
revenues over the next two quarters are insufficient to provide
adequate levels of internally generated liquidity during those
periods.  As a result, we believe we will need to raise additional
capital or additional borrowings as supplemental funding to
provide adequate liquidity to pay our current level of operating
expenses, to provide for anticipated inventory purchases which
will be required for our current level of anticipated revenues
during the next two fiscal quarters and to reduce past due amounts
owed to vendors and service providers.  We currently have limited
sources of capital, including the public and private placement of
equity securities and additional debt financing.  No assurances
can be given that additional capital or borrowings would be
available to allow us to continue as a going concern.  If
additional capital or borrowings are unavailable, we will likely
be forced to significantly curtail or restructure our operations
during the remainder of fiscal 2012 and beyond, which would have a
material adverse effect on our ability to continue as a going
concern and as a result may require the Company to enter into
bankruptcy proceedings or cease operations.

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

                        http://is.gd/d5WKAm

                         About Wegener Corp.

Johns Creek, Ga.-based Wegener Corporation --
http://www.wegener.com/-- was formed in 1977 and is a Delaware
corporation.  The Company conducts its continuing business through
Wegener Communications, Inc. (WCI), a wholly-owned subsidiary.
WCI, a Georgia corporation, is an international provider of
digital video and audio solutions for broadcast television, radio,
telco, private and cable networks.


WEST CORP: Reports $36.7 Million Net Income in Second Quarter
-------------------------------------------------------------
West Corporation reported net income of $36.69 million on
$661.89 million of revenue for the three months ended June 30,
2012, compared with net income of $34.37 million on
$622.82 million of revenue for the same period a year ago.

The Company reported net income of $70.73 million on $1.30 billion
of revenue for the six months ended June 30, 2012, compared with
net income of $68.95 million on $1.23 billion of revenue for the
same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $3.33 billion
in total assets, $4.15 billion in total liabilities, and a
$823.98 million stockholders' deficit.

At June 30, 2012, West Corporation had cash and cash equivalents
totaling $84.9 million and working capital of $260 million.  At
March 31, 2012, the Company had $23.9 million of its revolving
line of credit outstanding.  The Company repaid this balance
during the second quarter.  At June 30, 2012, the Company?s
available revolving lines of credit totaled $400 million.

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

                        http://is.gd/peciWj

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

                         Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2011, the Company
said that if it cannot make scheduled payments on its debt, it
will be in default and, as a result:

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

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

  -- it could be forced into bankruptcy or liquidation.

As of Dec. 31, 2011, the Company had a negative net worth of
$896.4 million.  The Company's negative net worth primarily
resulted from the incurrence of indebtedness to finance its
recapitalization in 2006.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WIND CITY: Case Summary & 14 Unsecured Creditors
------------------------------------------------
Debtor: Wind City Penna Oil & Gas, LLC
        501 Brickell Key Drive, Suite 410
        Miami, FL 33131

Bankruptcy Case No.: 12-12143

Chapter 11 Petition Date: July 20, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Alan Michael Root, Esq.
                  BLANK ROME LLP
                  1201 North Market Street, Suite 800
                  Wilmington, DE 19801
                  Tel: (302) 425-6417
                  Fax: (302) 428-5109
                  E-mail: root@blankrome.com

                         - and ?

                  David W. Carickhoff, Esq.
                  BLANK ROME LLP
                  1201 Market Street, Suite 800
                  Wilmington, DE 19801
                  Tel: (302) 425-6400
                  Fax: (302) 425-6464
                  E-mail: carickhoff@blankrome.com

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

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

A copy of the Company's list of its 14 unsecured creditors is
available for free at http://bankrupt.com/misc/deb12-12143.pdf

The petition was signed by Brian E. Caffyn, authorized person.


WINSTAR COMM: Grant Thornton Win in Audit Suit Overturned
---------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the Second
Circuit on Thursday overturned a quick win for Grant Thornton LLP
in a securities fraud class action over its audit of bankrupt
Winstar Communications Inc., saying a jury could reasonably
determine that the auditor had acted recklessly.

Bankruptcy Law360 relates that the appeals court said the Southern
District of New York had wrongly ruled that no genuine dispute
existed as to whether Grant Thornton had acted intentionally or
recklessly when it failed to see that telecommunications company
Winstar was filing fraudulent financial documents.

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On January 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a Chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' Chapter 7 trustee.  The Chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Debtors are currently embroiled in a legal battle before the
U.S. Court of Appeals for the Third Circuit to recover about
$200 million in payments made to Lucent Technologies.  The parties
also allege breach of contract claims.


WP STEEL VENTURE: Wins Approval for Manager Incentive
-----------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
for Bill Rochelle, reports that WP Steel Venture LLC obtained
authorization from U.S. Bankruptcy Judge Kevin J. Carey in
Wilmington, Delaware, to make payments under the manager incentive
plan, known as the MIP.  While Carey authorized the MIP, he didn't
direct the company to implement it.  The order also contains
restrictions on deposits in the bonus pool.  Unsecured creditors
asked Carey to reserve their right to raise objections to the
plan.  The committee also joined in the U.S. Trustee's objection
to the motion.

                          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.


WRIGHTCO TECHNOLOGIES: Case Summary & Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Wrightco Technologies Incorporated
        1336 East Center Street
        Ebensburg, PA 15931

Bankruptcy Case No.: 12-70672

Chapter 11 Petition Date: July 18, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Judge: Jeffery A. Deller

Debtor's Counsel: Jason J. Mazzei, Esq.
                  MAZZEI & ASSOCIATES
                  432 Boulevard of the Allies
                  Professional Office Building
                  Pittsburgh, PA 15219
                  Tel: (412) 765-3606
                  Fax: (412) 765-1917
                  E-mail: ecf@debt-be-gone.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/pawb12-70672.pdf

The petition was signed by Brent L. Wright, president.


* Bank Failures in 4 States Bring Year's Total to 38
----------------------------------------------------
Regulators closed two small banks in Georgia on Friday and one
each in Florida, Kansas and Illinois, bringing the number of bank
failures for the year to 38.

That's a slower pace than in 2011; 58 banks had failed by this
time last year, The Associated Press reported.

The Federal Deposit Insurance Corp. shuttered Georgia Trust Bank
of Buford, with nearly $119.8 million in assets and $117.4 million
in deposits; as well as Woodstock-based First Cherokee State Bank,
which had $222.7 million in assets and $193.3 million in deposits.
The FDIC signed deals for Community & Southern Bank of Atlanta to
take over these banks.  Community & Southern paid a premium of
0.50% for the deposits.

The Florida Office of Financial Regulation closed The Royal Bank
of Florida, of Naples, that had $87 million of total assets and
$85.1 million in total deposits and the Kansas Office of State
Bank Commissioner closed Heartland Bank.  First National Bank of
the Gulf Coast would assume all of the deposits of The Royal Palm
Bank of Florida, and Metcalf Bank, based in Lees Summit, Mo.,
agreed to buy the assets and deposits of Heartland Bank.

In addition, Second Federal Savings and Loan Association of
Chicago, located in Chicago, Illinois was shut down with around
$199.1 million in assets and $175.9 million in deposits. Hinsdale
Bank & Trust Co., based in Hinsdale, Illinois would assume the
deposits and nearly $14.2 million in assets of Second Federal
Savings.  The FDIC would retain all loans, including consumer and
mortgage, for later disposition.

The failure of Georgia Trust Bank is expected to cost the deposit
insurance fund $20.9 million; the failure of First Cherokee State
Bank is expected to cost $36.9 million; that of Royal Palm Bank of
Florida, $13.5 million; Heartland Bank, $3.1 million; and Second
Federal, $76.9 million.

From 2008 through 2011, bank failures cost the fund an estimated
$88 billion.  The FDIC expects failures from 2012 through 2016 to
cost $12 billion.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Second Federal Savings  $199.1  Hinsdale Bank & Trust     $76.9
Heartland Bank          $110.0  Metcalf Bank               $3.1
Georgia Trust Bank      $119.8  Community & Southern      $20.9
The Royal Palm Bank      $87.0  First National Bank       $13.5
First Cherokee State    $222.7  Community & Southern      $36.9

Glasgow Savings Bank     $24.8  Regional Missouri          $0.1
Montgomery Bank & Trust $173.6  Ameris Bank               $75.2
The Farmers Bank        $163.9  Clayton Bank and Trust    $28.3
Security Exchange Bank  $151.0  Fidelity Bank             $34.3
Putnam State Bank       $169.5  Harbor Community Bank     $37.4
Waccamaw Bank           $533.1  First Community Bank      $51.1
Farmers' and Traders'    $43.1  First State Bank           $8.9
First Capital Bank       $46.1  F & M Bank                 $5.6
Carolina Federal         $54.4  Bank of North Carolina    $15.2
Alabama Trust Bank       $51.6  Southern States Bank       $8.9
Security Bank, N.A.     $101.0  Banesco USA               $10.8
Plantation Federal      $486.4  First Federal Bank        $76.0
Inter Savings Bank      $473.0  Great Southern Bank      $117.5
Bank of the Est. Shore  $166.7  [No Acquirer]             $41.8
Palm Desert Nat'l       $125.8  Pacific Premier Bank      $20.1
HarVest Bank of Md.     $164.3  Sonabank                  $17.2
Fort Lee Federal         $51.9  Alma Bank                 $14.0
Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
Premier Bank            $268.7  Int'l Bank of Chi.        $64.1
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Patriot Bank            $111.3  First Resource Bank       $32.6
BankEast                $272.6  U.S. Bank N.A.            $75.6
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
American Eagle           $19.6  Capital Bank, N.A.         $3.2
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

The failures in 2010 were the most since 1992, when 179
institutions were taken over by regulators.

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

               Problem Institutions        Failed Institutions
               --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Business Bankruptcy Filings Hit Four-Year Low in June
-------------------------------------------------------
Stephanie Gleason at Dow Jones' Daily Bankruptcy Review reports
that business bankruptcy filings fell 29% in June compared with
the same month in 2011, bringing the number to its lowest point
since 2008, according to a monthly report.


* California Bankruptcies May Signal New Trend, Moody's Says
------------------------------------------------------------
Municipal defaults and bankruptcy actions similar to those
recently taken by the cities of Stockton and San Bernardino in
California are likely to remain few in number but may indicate a
new trend in fiscally troubled cities unwilling to pay their debt
obligations, says Moody's Investors Service in a new report.

"The looming defaults by Stockton and San Bernardino raise the
possibility that distressed municipalities -- in California and,
perhaps, elsewhere -- will begin to view debt service as a
discretionary budget item, and that defaults will increase," said
Van Praagh, author of the report, "Recent Local Government
Defaults and Bankruptcies May Indicate A Shift in Willingness to
Pay."

Hard-hit by the housing crisis, Stockton became the largest US
city to file for bankruptcy since the Great Depression on June 28
following a failed mediation process with creditors that began in
March. The San Bernardino City Council voted to file for
bankruptcy on July 10 in the face of a $45.8 million budget
shortfall, some 35% of its annual budget.

"Although a few issuers in California and other states have
suggested an unwillingness to meet debt service, we have also seen
many distressed issuers demonstrate a strong willingness to pay
despite substantial budgetary pressure," said Moody's Managing
Director Anne Van Praagh.

"Our expectation is that unwillingness-driven defaults will rise
but remain rare, particularly among Moody's-rated issuers."

Most municipal defaults and bankruptcies involved exposure to
failing enterprise projects, such as convention centers, sports
arena, or other endeavors backed by a government until the project
and its debt are left to falter.  In contrast, said Van Praagh,
Stockton's and San Bernardino's bankruptcy filings are unusual in
that they were not precipitated by the realization of enterprise
risks but rather from stress on their core government operations,
notably high pension and other employment benefits and debt
service.

"A growing-but-still-small number of financially strapped
governments may take a more calculated approach to weighing the
costs and benefits of default or bankruptcy in the face of current
conditions," said Van Praagh.  "Even a slight increase in
bankruptcy filings would mark a significant departure from the
historical pattern."

The Moody's report states a reduced willingness to pay debt will
likely only become apparent after a decline in ability to pay,
which could be evidenced by severe declines in housing prices and
property tax revenues, high foreclosure rates, and abrupt spikes
in debt service costs.  Other sources of budget stress could
include rising pension and other employment benefits or unexpected
debt incurred from failed projects that were expected to pay for
themselves.

Certain debt structures -- especially those with guaranteed debt
service payments rather than directly issued and those subject to
appropriation without consequence for default -- may be more
heavily exposed to a potential erosion in willingness to pay,
according to Moody's.


* White House Backs Bankruptcy Option for Student Loans
-------------------------------------------------------
Josh Mitchell at Dow Jones' Daily Bankruptcy Review reports that
the Obama administration urged Congress to make it easier for
people to discharge a portion of certain student debt by filing
for bankruptcy protection.


* Moody's Speculative-Grade Corporate Liquidity Stress Still Low
----------------------------------------------------------------
Moody's Liquidity-Stress Index (LSI) continues to hold at
historically low levels, indicating that high-yield companies are
well-positioned for the next 12-18 months to manage in an
uncertain economic environment, says Moody's Investors Service in
its latest Speculative-Grade Liquidity (SGL) Monitor. The LSI rose
to 3.6% in June from May's all-time low of 3.3%, but remains at a
very low level that indicates corporate liquidity is in good
shape.

The LSI slipped back to 3.4% as of mid July. The index falls when
speculative-grade corporate liquidity appears to improve and rises
when it appears to weaken.

"Despite the slight rise in June, the LSI is still below its year-
end 2011 4.5% level and far below levels that have warned of
danger in the past," said John Puchalla, a Moody's Vice President
-- Senior Credit Officer. "Sovereign-debt concerns, a growth
downshift in developing markets and tighter credit market
conditions present a risk to corporate earnings and liquidity but
companies are managing these headwinds."

Companies with high-yield debt are keen to avoid a replay of the
2008-2009 downturn when deteriorating liquidity led to a spike in
the default rate. So far, corporate earnings growth in recent
years and a receptive debt market have allowed most speculative-
grade companies to proactively manage liquidity and, where
necessary, refinance pending maturities at a manageable cost, says
the rating agency.

The SGL Monitor also notes that the 44 Speculative-Grade Liquidity
(SGL) rating downgrades outpaced the 32 upgrades during the first
half of the year, but overall SGL-rating changes do not signal a
worrisome liquidity deterioration. The SGL downgrade percentage
actually dipped to 53.3% in the second quarter from 64.5% in the
first quarter and was the lowest since the second quarter of 2011.

In addition, Moody's Covenant Stress Index (MCSI) inched up to
1.9% in June from 1.8% in May. May's MCSI matched July and August
2011 for the lowest reading since March 2005. The index is just
above the record-low 1.4% posted in February 2005 and is well
below the high of 17.3% seen in March 2009. The current low
reading suggests companies have adequate cushion to comply with
their financial covenants over the next 12 to 15 months, says
Moody's.


* S&P's Global Corporate Default Tally Revised to 47 Issuers
------------------------------------------------------------
The 2012 global corporate default tally stands at 47 issuers after
no corporate issuer defaulted last week (through July 18), said an
article published July 19 by Standard & Poor's Global
Fixed Income Research, titled "No Global Corporate Defaults This
Week; 2012 Tally Revised To 47 Issuers."

However, this total reflects revisions--as part of our quarterly
reconciliation process -- to include five issuers that had
defaulted.  Three of these issuers defaulted after Standard &
Poor's Ratings Services withdrew the ratings on the companies and
two are confidential. By region, 25 of the 47 defaulters were
based in the U.S., with 13 based in the emerging markets, six
in Europe, and three in the other developed region (Australia,
Canada, Japan, and New Zealand).  In comparison, the 2011 total
(through July 18) was 20: 12 defaulters in the U.S., two in the
emerging markets, two in Europe, and four in the other developed
region.

So far this year, missed payments accounted for 13 defaults,
bankruptcy filings accounted for 13, distressed exchanges
accounted for nine, and eight defaulters were confidential.  The
remaining four entities defaulted for various other reasons. In
2011, 21 issuers defaulted because of missed interest or principal
payments, and 13 because of bankruptcy filings -- both of which
were among the top reasons for defaults in 2010. Distressed
exchanges--another top reason for default in 2010 -- followed with
11 defaults in 2011.  Of the remaining defaults, two issuers
failed to finalize refinancing on bank loans, two were subject to
regulatory action, one had its banking license revoked by its
country's central bank, one was appointed a receiver, and two were
confidential.


* Alvarez & Marsal Adds Risk Management Expert Shane McGriff
-------------------------------------------------------------
Global professional services firm Alvarez & Marsal disclosed that
Shane McGriff, an expert in regulatory matters within the
financial services sector, has joined the firm as a managing
director based in Atlanta.

Mr. McGriff brings more than 15 years of experience in providing
enterprise risk management (ERM) solutions to financial services
institutions.  Prior to A&M, he developed and launched a global
bank risk consulting practice for one of the world's largest
professional services firms with a special focus on advanced risk
analytics, enterprise information management and compliance.  At
A&M, he will advise clients on the development of stress testing
infrastructure, risk analytics services/capabilities and the
implementation of economic capital solutions.

"As the financial services industry continues to be impacted by
mounting regulatory pressures, such as Dodd Frank, there is an
increasing emphasis being placed on risk management across the
entire balance sheet," said Samuel Golden, managing director at
A&M and head of its bank regulatory group.  "Shane's extensive
background in stress testing solutions and compliance management
is extremely relevant."

Over the past 10 years, Mr. McGriff has led successful credit
risk, economic capital and ERM project engagements with 10 of the
top 20 U.S. banks and two of the top five global banks.  Based on
the premise that both information management skills and deep risk
domain expertise are needed for successful delivery of bank risk
programs, he developed a repeatable framework of templates and
tools that are currently in production at four top U.S. banks.
Before that, he worked at another global consulting firm where he
expanded on a credit risk solution for a leading U.S. regional
bank, which became the foundation for the bank's Basel II program.

Mr. McGriff earned a bachelor's degree in communications with a
minor in computer science from Jacksonville State University.  He
also earned a certificate from Georgia Tech in relational database
design and has advanced training from Moody's KMV on risk scoring
and in portfolio management solutions.

                    About Alvarez & Marsal

Alvarez & Marsal (A&M) -- http://www.alvarezandmarsal.com/-- is a
global professional services firm specializing in turnaround and
interim management, performance improvement and business advisory
services.  A&M delivers specialist operational, consulting and
industry expertise to management and investors seeking to
accelerate performance, overcome challenges and maximize value
across the corporate and investment lifecycles.  Founded in 1983,
the firm is known for its distinctive restructuring heritage,
hands-on approach and relentless focus on execution and results.


* Morrison & Foerster's Larren Nashelsky Elected Chair of Firm
--------------------------------------------------------------
Morrison & Foerster disclosed Larren M. Nashelsky has been elected
by the partners as Chair of the firm.  The current co-chair of the
firm's Bankruptcy and Restructuring practice and member of the
firm's Executive Committee, Mr. Nashelsky previously served as a
firmwide Managing Partner.  As Chair, he will play a leading role
in providing strategic direction and setting policy for the firm.
He succeeds Keith Wetmore, whose fourth three-year term as Chair
ends in October. Mr. Wetmore will continue with the firm as Chair
Emeritus.

"I am grateful to the Chair Selection Committee, the Board of
Directors, and my partners for the confidence they have exhibited
in me," said Mr. Nashelsky.  "I am incredibly fortunate to assume
my new role at a time when Morrison & Foerster is strong in all
respects, thanks to the exemplary leadership and extraordinary
contributions of Keith Wetmore, our executive leadership team, and
many others.  I am honored by this opportunity and will work
tirelessly to build on their work and make the firm an even more
valued and trusted advisor to our clients around the world."

"It has been the greatest privilege of my life to serve the firm
as Chair for the past 12 years," said Mr. Wetmore.  "The firm has
never been stronger and will continue to thrive under Larren's
leadership.  I will do everything I can to assure a smooth
transition and to contribute to the ongoing success of MoFo."

According to San Diego Partner Don Rushing, who led the Chair
Selection Committee, "We had the privilege of speaking with every
partner about who the next Chair should be.  We are in an
outstanding position for a transition to a new generation of
leadership.  Our practices are strong, with headline-grabbing
matters across the globe, and financially we are having our best
years ever.  While a number of candidates could have served the
Firm well as the Chair, we felt that Larren's many personal
attributes, combined with his singular success in building a
world-class Bankruptcy and Restructuring practice from scratch in
one of the world's most competitive legal markets, made him an
especially attractive choice to continue MoFo's growth in today's
hyper-competitive environment."

Mr. Nashelsky joined Morrison & Foerster as a partner in 1999 from
Weil Gotshal & Manges.  He earned his B.S. from the University at
Albany, State University of New York, and his J.D., with
distinction, from Hofstra University School of Law. He has been
highly ranked by Chambers USA and Legal 500 US and is regularly
listed in The Deal as one of the top 35 individuals in bankruptcy.
He regularly lectures and publishes on U.S. and international
insolvency matters.

As co-chair of the firm's Bankruptcy and Restructuring Group, with
New York partner Gary Lee, Mr. Nashelsky has led the practice
through a period of rapid growth.  The Group's recent work
includes an array of high-profile representations: lead bankruptcy
counsel in the Chapter 11 of Residential Capital LLC and its
subsidiaries, the largest case of 2012 and one of the largest and
most complex bankruptcies in U.S. history; lead counsel to Louis
Freeh, Chapter 11 trustee for MF Global, the largest bankruptcy
filing in 2011 and the eighth largest in U.S. history; and counsel
for the Official Committee of Unsecured Creditors in a wide range
of major Chapter 11 cases, including Ambac Financial Group, the
Los Angeles Dodgers, Pinnacle Airlines, Mesa Air Group, Innkeepers
USA Trust, and Caribbean Petroleum.  In addition, the Bankruptcy
and Restructuring Group assisted the firm's Appellate and Supreme
Court Group in obtaining a unanimous victory for secured lenders
before the United States Supreme Court in Amalgamated v. RadLax in
May 2012.

MoFo's Bankruptcy and Restructuring Group recently earned National
and New York rankings in Chambers USA, along with recognition by
Chambers on its shortlist for Firm of the Year in Bankruptcy and
Restructuring.  The Group was also featured in a cover story in
The American Lawyer highlighting the innovative strategy used to
save the country of Iceland from financial calamity.

MoFo has thrived under the leadership of Mr. Wetmore, and
maintained its legendary core values, the hallmarks of which are
legal excellence, a culture of collegiality, and respect for the
law, the institution and each other.  MoFo has continued its
renowned tradition of pro bono excellence and giving back to the
community.  Reflecting these values, the firm has been on the
American Lawyer A-List for nine straight years, a list that "looks
beyond pure dollars to quantify the qualities that define the 20
most successful law firms in America" and emphasizes values such
as diversity and pro bono service that are central to MoFo's
culture.  The firm strengthened its global platform, particularly
in Asia, where it is the leading international firm in Tokyo and
has a robust China practice, and in London.  The firm has also
deepened its litigation, transactional and regulatory capabilities
in key sectors such as financial institutions, intellectual
property and technology, life sciences, cleantech, real estate,
and consumer/retail.  MoFo continues to be one of the top firms in
California, and during Mr. Wetmore's tenure the New York office
grew substantially.  Among other accomplishments under Mr.
Wetmore's leadership, the firm has:

    * more than doubled revenue and tripled net income.  As noted
by The American Lawyer in its 25th anniversary edition of the Am
Law 100, MoFo is one of only eight firms from the original Am Law
100 with at least 1,000 percent growth in gross revenue and 500
percent growth in profits per partner;

    * dramatically improved its rankings across a range of global
markets, practices and industry sectors in respected, client-based
surveys including Chambers, Legal 500, Corporate Board Member
magazine, US News/Best Lawyers, BTI, and many others.

Morrison & Foerster -- http://www.mofo.com/-- is an international
firm with over 1000 lawyers in key finance and technology centers
in the U.S., Europe and Asia.


* Sheppard Mullin's Seth Kim to Lead New Korean Office
------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP disclosed that the Korean
Bar Association has approved the firm's license to practice in the
country.  This approval is the final step needed before the firm
may open its office in Seoul.  Sheppard Mullin was among the first
three law firms in the United States and the European Union
allowed to seek this approval.

Partner Seth (Byoung Soo) Kim, previously based in Sheppard
Mullin's New York and Los Angeles offices and chair of the firm's
Korea practice, will lead the new office.  Partners Gary Halling
and Ken Carl will be integral members of the Korea team and will
anchor the U.S.-side of the firm's practice from their offices in
San Francisco and Los Angeles, respectively.

"We are thrilled to have now satisfied every regulatory step to
open an office in Seoul.  We are honored to be among the first
firms approved and look forward to opening the office in the
coming weeks.  Many of our clients have operations in Korea and it
makes sense for us to establish a presence in Seoul to provide the
support and guidance that our clients require," said Guy Halgren,
chairman of Sheppard Mullin.

"I thank the Korean Bar Association for its assistance during the
process and I am pleased that we have obtained the final approval
needed to open the office.  It is exciting to be back in Korea and
I look forward to leading the Seoul office and working more
closely with my Korean clients," Kim commented.

Sheppard Mullin's Korea-based clients include Samsung, Hyundai
Motor, Korea Development Bank, Kookmin Bank, Hana Bank, Woori Bank
and Shinhan Bank.

Kim is a member of Sheppard Mullin's Finance and Bankruptcy
practice group.  He specializes in entertainment law, commercial
law, bankruptcy, bank regulatory matters, and bank acquisition
transactions.  Kim is a graduate of Seoul National University.

Halling is Sheppard Mullin's Antitrust and Trade Regulation
practice group leader.  He specializes in international antitrust
and unfair competition matters, and has extensive experience in
civil and criminal antitrust proceedings involving both federal
and state enforcement agencies.  Halling is a former Trial
Attorney at the Department of Justice, Antitrust Division in
Washington, D.C.

Carl is a member of the Finance and Bankruptcy practice group. He
specializes in banking law and corporate finance, advising lenders
and borrowers in financing transactions and bank clients in
regulatory matters.  Carl represents a number of major Korean and
U.S. financial institutions and companies, including several S&P
500 members.

                       About Sheppard, Mullin

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service Global 100
firm with close to 600 attorneys in 15 offices located in the
United States, Europe and Asia.  Since 1927, companies have turned
to Sheppard Mullin to handle corporate and technology matters,
high stakes litigation and complex financial transactions.


* BOND PRICING: For Week From July 16 to 20, 2012
-------------------------------------------------

  Company                 Coupon     Maturity   Bid Price
  -------                 ------     --------   ---------
A123 SYSTEMS INC           3.750    4/15/2016      23.825
AES EASTERN ENER           9.000     1/2/2017      15.500
AES EASTERN ENER           9.670     1/2/2029      17.500
AGY HOLDING COR           11.000   11/15/2014      47.000
AHERN RENTALS              9.250    8/15/2013      55.022
ALION SCIENCE             10.250     2/1/2015      53.000
AMBAC INC                  6.150     2/7/2087       2.500
ATP OIL & GAS             11.875     5/1/2015      42.500
ATP OIL & GAS             11.875     5/1/2015      42.000
ATP OIL & GAS             11.875     5/1/2015      42.000
BAC-CALL08/12              4.900    5/15/2023     100.000
BAC-CALL08/12              5.000    5/15/2023     100.000
BAC-CALL08/12              5.000    5/15/2028     100.000
BAC-CALL08/12              5.100    2/15/2020     100.000
BAC-CALL08/12              5.500   11/15/2029     100.000
BAC-CALL08/12              5.600    2/15/2029     100.000
BAC-CALL08/12              5.700    2/15/2028     100.000
BAC-CALL08/12              5.750    2/15/2028      98.276
BAC-CALL08/12              6.000    2/15/2037     100.000
BAC-CALL08/12              6.050    2/15/2037      99.000
BROADVIEW NETWRK          11.375     9/1/2012      66.100
BUFFALO THUNDER            9.375   12/15/2014      35.875
DIRECTBUY HLDG            12.000     2/1/2017      17.875
DIRECTBUY HLDG            12.000     2/1/2017      18.000
EASTMAN KODAK CO           7.000     4/1/2017      19.750
EASTMAN KODAK CO           7.250   11/15/2013      19.190
EASTMAN KODAK CO           9.200     6/1/2021      16.000
EASTMAN KODAK CO           9.950     7/1/2018      19.066
EDISON MISSION             7.500    6/15/2013      59.500
ELEC DATA SYSTEM           3.875    7/15/2023      97.000
ENERGY CONVERS             3.000    6/15/2013      36.750
GEOKINETICS HLDG           9.750   12/15/2014      55.867
GLB AVTN HLDG IN          14.000    8/15/2013      28.500
GLOBALSTAR INC             5.750     4/1/2028      42.500
GMX RESOURCES              4.500     5/1/2015      42.500
GMX RESOURCES              5.000     2/1/2013      75.000
HAWKER BEECHCRAF           8.500     4/1/2015      21.000
HAWKER BEECHCRAF           8.875     4/1/2015      15.500
HAWKER BEECHCRAF           9.750     4/1/2017       3.050
JAMES RIVER COAL           4.500    12/1/2015      32.500
KELLWOOD CO                7.625   10/15/2017      29.449
KV PHARM                  12.000    3/15/2015      47.000
LEHMAN BROS HLDG           0.250   12/12/2013      21.000
LEHMAN BROS HLDG           0.250    1/26/2014      21.000
LEHMAN BROS HLDG           1.000   10/17/2013      21.000
LEHMAN BROS HLDG           1.000    3/29/2014      21.000
LEHMAN BROS HLDG           1.000    8/17/2014      21.000
LEHMAN BROS HLDG           1.000    8/17/2014      24.250
LEHMAN BROS HLDG           1.250     2/6/2014      21.000
LEHMAN BROS HLDG           1.500    3/29/2013      21.000
LEHMAN BROS INC            7.500     8/1/2026       7.550
LIFECARE HOLDING           9.250    8/15/2013      61.407
LIFEPT VILGE               8.500    3/19/2013      11.000
MANNKIND CORP              3.750   12/15/2013      57.000
MASHANTUCKET PEQ           8.500   11/15/2015       9.250
MASHANTUCKET PEQ           8.500   11/15/2015       9.527
MASHANTUCKET TRB           5.912     9/1/2021       9.250
MF GLOBAL LTD              9.000    6/20/2038      43.438
NETWORK EQUIPMNT           7.250    5/15/2014      50.000
NEWPAGE CORP              10.000     5/1/2012       5.000
NGC CORP CAP TR            8.316     6/1/2027      15.150
PATRIOT COAL               3.250    5/31/2013      13.000
PENSON WORLDWIDE           8.000     6/1/2014      35.163
PMI GROUP INC              6.000    9/15/2016      22.750
POWERWAVE TECH             3.875    10/1/2027      12.000
POWERWAVE TECH             3.875    10/1/2027      12.190
REAL MEX RESTAUR          14.000     1/1/2013      46.450
REDDY ICE CORP            13.250    11/1/2015      28.200
REDDY ICE HLDNGS          10.500    11/1/2012      55.500
RESIDENTIAL CAP            6.500    4/17/2013      23.313
RESIDENTIAL CAP            6.875    6/30/2015      24.480
TERRESTAR NETWOR           6.500    6/15/2014      10.000
TEXAS COMP/TCEH            7.000    3/15/2013      15.700
TEXAS COMP/TCEH           10.250    11/1/2015      24.625
TEXAS COMP/TCEH           10.250    11/1/2015      25.000
TEXAS COMP/TCEH           10.250    11/1/2015      27.470
TEXAS COMP/TCEH           15.000     4/1/2021      33.500
TEXAS COMP/TCEH           15.000     4/1/2021      34.000
THORNBURG MTG              8.000    5/15/2013       3.250
TIMES MIRROR CO            7.250     3/1/2013      37.000
TOUSA INC                  9.000     7/1/2010      19.875
TOUSA INC                  9.000     7/1/2010      13.000
TRAVELPORT LLC            11.875     9/1/2016      38.250
TRAVELPORT LLC            11.875     9/1/2016      36.625
TRIBUNE CO                 5.250    8/15/2015      36.600
TRICO MARINE               3.000    1/15/2027       0.625
TRICO MARINE               3.000    1/15/2027       0.625
USEC INC                   3.000    10/1/2014      46.750
VERSO PAPER               11.375     8/1/2016      54.800
WASH MUT BANK FA           5.125    1/15/2015       0.010
WASH MUT BANK FA           5.650    8/15/2014       0.875
WASH MUT BANK FA           6.875    6/15/2011       0.010
WASH MUT BANK NV           6.750    5/20/2036       0.875
WESTERN EXPRESS           12.500    4/15/2015      55.000



                            *********

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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